1
HERITAGE HOLDINGS, INC.
HERITAGE OPERATING, L.P.
0000 X. XXXX XXXXXX, XXXXX 000
XXXXX, XXXXXXXX 00000
(000) 000-0000
July 25, 1996
To: Each of the Purchasers Named in the
Purchaser Schedule Attached Hereto
Ladies and Gentlemen:
Reference is made to the Note Purchase Agreement, dated as of June 25,
1996 (the "Agreement"), among Heritage Holdings, Inc., Heritage Operating, L.P.
and the Purchasers named in the Purchaser schedule attached thereto. Terms
used herein that are not otherwise defined shall have the meanings set forth in
the Agreement.
The Operating Partnership and Heritage request that the Purchasers
amend the Agreement to clarify the original intention of the parties thereto
that the Company be permitted to incur under Section 6B ("Indebtedness") the
Non- Compete Obligations that it is permitted to incur under clause (viii) of
Section 6C ("Liens").
Accordingly, the Operating Partnership and Heritage agree with the
Purchasers as follows:
For the purpose of clarifying the original intention of the parties to
the Agreement, Section 6B(xii) of the Agreement is hereby amended, effective as
of June 25, 1996, to read in its entirety as follows, as if at all times on and
after such date so written (the language added hereby being indicated by double
underscoring):
"(xii) the Company may become and remain liable with respect
to Indebtedness incurred in respect of Capitalized Lease Obligations
and Non-Compete Obligations; provided that the Lien in respect thereof
is permitted by clause (viii) of Section 6C,"
Except as otherwise expressly provided herein, the Agreement shall be
in full force and effect and applicable in all respects to this letter.
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The foregoing letter is hereby accepted as of the
date first above written.
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By: /s/
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Investment Officer
XXXX XXXXXXX VARIABLE LIFE
INSURANCE COMPANY
By: /s/
-----------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
MELLON BANK, N.A., solely in its capacity as
Trustee for the AT&T MASTER PENSION
TRUST, (as directed by Xxxx Xxxxxxx Mutual
Life Insurance Company), and not in its
individual capacity
By: /s/
-----------------------------------
Name:
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY
By: /s/
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Director-Securities
Investment
By: /s/
-----------------------------------
Name: DO. Bralleby
Title: Second Vice President-Securities
Investment
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TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/
-----------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Director-Private Placements
MONY LIFE INSURANCE COMPANY OF
AMERICA
By: /s/
-----------------------------------
Name:
Title:
THE MUTUAL LIFE INSURANCE
COMPANY OF NEW YORK
By: /s/
-----------------------------------
Name:
Title:
PACIFIC MUTUAL LIFE INSURANCE
COMPANY
By: /s/
-----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
By: /s/
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Secretary
PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
By: /s/
-----------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
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4
WISCONSIN NATIONAL LIFE INSURANCE
COMPANY
By: /s/
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President, Investments
By: /s/
-----------------------------------
Name: Xxxx X Xxxxx
Title: Assistant Vice President,
Investments
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