Exhibit 10.10
Schedule to Note Agreement and Intercreditor Agreement
A. JULY 1, 1996 PRIVATELY PLACED NOTES. Separate and several Note Agreements
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dated as of July 1, 1996, in the form substantially similar to that of
Exhibit 10.6 to this Registration Statement filed on Form S-1, with the
differences summarized below, were entered into by Company with each of the
institutions named below. The Note Agreements were executed on behalf of
the Company by Xxxxxxx X. Xxxxx, President and Chief Executive Officer. The
separate Note Agreements were addressed to each of the Purchasers named
below and accepted by the officers of the respective institutions as shown
below.
1. Principle Terms of Note Agreements
$20,000,000 7.62% Senior Secured Notes, Series E,
Due July 12, 2001,
and
$20,000,000 7.76% Senior Secured Notes, Series F,
Due July 12, 2002
Xxxxxx X, XXX 00000 *AE 9
Series X, XXX 00000 *AF 6
2. Purchasers
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
By: /s/ Xxxx X. Xxxxx
Vice President
CM LIFE INSURANCE COMPANY
c/o Massachusetts Mutual Life Insurance Company
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
By: /s/ Xxxxxx X.X. Li
Managing Director
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
000 Xxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0000
By: /s/ Xxx X. Xxxxx
Counsel
By: /s/ Xxxxxxx X. Xxxxxxxxx
Director - Securities Investment
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PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
Xxx Xxxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxxx 00000
By: /s/ Xxxxxxx Xxxxxxxxxx
Senior Vice President
XXXXXXXXX XXXXXXXX LIFE INSURANCE
COMPANY OF AMERICA
X.X. Xxx 00000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
By: /s/ X. Xxxxxx Xxxxx
Vice President
B. First Amendment to Intercreditor Agreement
The First Amendment to Intercreditor Agreement dated as of July 1,
1996 (the "First Amendment") amends the Intercreditor Agreement dated as of
August 15, 1995 (the "Intercreditor Agreement"). The First Amendment is
substantially similar to the Intercreditor Agreement filed as Exhibit 10.9
to this Registration Statement filed on Form S-1, with the differences
summarized below.
The First Amendment was entered into by (a) Massachusetts Mutual Life
Insurance Company, Jefferson-Pilot Life Insurance Company, Principal Mutual
Life Insurance Company, Phoenix Home Life Mutual Insurance Company, Phoenix
American Life Insurance Company, Xxxxxxxxx Xxxxxxxx Life Insurance Company
of America, as holders of the Company's Senior Secured Notes, Series A
through D, due 1999-2002 and (b) Bank of America National Trust and Savings
Association.
The Company sold to Massachusetts Mutual Life Insurance Company, CM
Life Insurance Company, Principal Mutual Life Insurance Company, Phoenix
Home Life Mutual Insurance Company and Xxxxxxxxx Xxxxxxxx Life Insurance
Company of America its (i) $20,000,000 7.62% Senior Secured Notes, Series
E, Due July 12, 2001 and (ii) $20,000,000 7.76% Senior Secured Notes,
Series F, Due July 12, 2002. Pursuant to the First Amendment, the Series E
and F Senior Secured Notes are pari passu with the existing Series A
through D Senior Secured Notes and are secured ratably with the existing
Series A through D Senior Secured Notes pursuant to the Third Amended and
Restated Security Agreement.
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