Second Amendment Dated as of March 28, 2007 to Note Purchase Agreements dated as of June 19, 2003 Re: 5.55% Senior Notes, Series A, due June 19, 2023 4.91% Senior Notes, Series B, due June 19, 2018 5.55% Senior Notes, Series C, due June 19, 2013 5.05%...
Excution Version
EXHIBIT 4.2
Dated as of March 28, 2007
to
Note Purchase Agreements dated as of June 19, 2003
Re:
5.55% Senior Notes, Series A, due June 19, 2023
4.91% Senior Notes, Series B, due June 19, 2018
5.55% Senior Notes, Series C, due June 19, 2013
5.05% Senior Notes, Series D, due July 19, 2020
5.82% Senior Notes, Series E, due March 28, 2024
Table of Contents
(Not a part of this Second Amendment)
| Section | Heading | Page | ||
Section 1. |
Amendments to Note Agreements | 1 | ||
Section 2. |
Conditions Precedent | 3 | ||
Section 3. |
Representations and Warranties | 4 | ||
Section 4. |
Miscellaneous | 4 |
Schedule I — Name of Holders and Principal Amount of Notes
-i-
Dated as of
March 28, 2007
March 28, 2007
Ladies and Gentlemen:
Reference is made to (i) the separate Note Purchase Agreements each dated as of June 19, 2003
as amended and supplemented from time to time (the “Note Agreements”), by and between NRP
(Operating) LLC, a Delaware limited liability company (the “Company”), and each of you,
respectively, (ii) the $50,100,000 aggregate principal amount of 5.55% Senior Notes, Series A, due
June 19, 2023 of the Company (the “Series A Notes”), (iii) the $61,850,000 aggregate principal
amount of 4.91% Senior Notes, Series B, due June 19, 2018 of the Company (the “Series B Notes”),
(iv) the $35,000,000 aggregate principal amount of 5.55% Senior Notes, Series C, due June 19, 2013
of the Company (the “Series C Notes”), (v) $100,000,000 5.05% Senior Notes, Series D, due July 19,
2020 of the Company (the “Series D Notes”) and (vi) the $225,000,000 aggregate principal amount of
5.82% Senior Notes, Series E, due March 28, 2024 of the Company (the “Series E Notes” and
collectively with the Series A, B, C, D and E Notes, the “Notes”). Capitalized terms used in this
Second Amendment (this “Second Amendment”) without definition shall have the meanings given such
terms in the Note Agreements.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company requests the amendment of certain provisions of the Note Agreements as
hereinafter provided.
Concurrently with the Effective Date, this Second Amendment shall be effective, but only in
the respects hereinafter set forth:
Section 1. Amendments to Note Agreements.
Section 1.1. Amendment to Section 9.7(c) of the Note Agreements. Section 9.7(c) of the Note
Agreements is hereby amended to read as follows:
“(c) Notwithstanding anything in this Agreement, in the Subsidiary Guarantee or
in any Subsidiary Guarantee Supplement to the contrary, upon notice (the “Section
9.7(c) Notice”) by the Company to each holder of a Note (which Section 9.7(c) Notice
shall contain a certification by the Company as to the matters specified in clauses
(i), (ii) and (iii) below), any Subsidiary Guarantor specified in such Section
9.7(c) Notice shall cease to be a Subsidiary Guarantor and shall be automatically
released from its obligations under the Subsidiary Guarantee (without the need for
the execution or delivery of any other document by the holders of Notes or any other Person) if, (i) as at the date of such
| NRP (Operating) LLC | Second Amendment |
Section
9.7(c) Notice and after giving effect to such release, no Default or Event of
Default shall have occurred and be continuing and the Company and its Subsidiaries
would be able to incur at least $1.00 of additional Debt under Section 10.6(a)(iii)
hereof, (ii) either (A) such Subsidiary Guarantor shall no longer be a Subsidiary
of the Company or (B) such Subsidiary shall not be obligated in respect of the Bank
Agreement (whether as direct obligor, guarantor or otherwise), and (iii) any fee or
other form of consideration is given to any holder of Debt of the Company expressly
for the purpose of such release (other than administration and other de minimis fees
and expenses and any other payments made to the extent that such fees and expenses
were not made to induce the holder of such Debt to consent to such release), the
holders of the Notes shall receive equivalent consideration.”
Section 1.2. Technical Amendments (Corrections) to Certain Sections of the Note Agreements.
(a) Section 5.13 of the Note Agreements is hereby amended by deleting the brackets
appearing therein and substituting the number “45” therefor.
(b) Section 8.1(a) and (b) of the Note Agreements is hereby amended by deleting the
reference to “Section 8.5” each time it appears therein and substituting “Section 8.6”
therefor.
(c) Section 8.2 of the Note Agreements is hereby amended by deleting the reference to
“Section 8.3” appearing therein and substituting “Section 8.4” therefor.
(d) Section 10.7(c) of the Note Agreements is hereby amended by deleting the phrase
“Funded Debt” appearing therein and substituting the word “Debt” therefor.
(e) Section 13.2 of the Note Agreements is hereby amended by:
(i) deleting the penultimate sentence appearing therein and
substituting the following sentence therefor: “Notes shall not be
transferred in denominations of less than $1,000,000, provided that if
necessary to enable the registration of transfer by a holder of its entire
holding of Notes of a series, one Note of such series may be in a
denomination of less than $1,000,000.” and
(ii) deleting the reference to “Section 6.4” appearing in the last
sentence therein and substituting “Section 6.2” therefor.
(f) The definition of “Affiliate” appearing in Schedule B to the Note Agreements is
hereby amended by deleting the word “corporation” appearing in clause (b) thereof and
substituting the word “Person” therefor.
-2-
| NRP (Operating) LLC | Second Amendment |
Section 2. Conditions Precedent.
This Second Amendment shall not become effective until, and shall become effective on, the
Business Day (the “Effective Date”) when each of the following conditions shall have been
satisfied:
(a) Each holder of Notes shall have received this Second Amendment, duly executed by
the Company.
(b) The Required Holders shall have consented to this Second Amendment as evidenced by
their execution thereof.
(c) Each Subsidiary Guarantor shall have consented to the terms of this Second
Amendment by signing in the appropriate space on the signature page hereof.
(d) The representations and warranties of the Company set forth in Section 3 hereof
shall be true and correct as of the date of the execution and delivery of this Second
Amendment and as of the Effective Date.
(e) Any consents or approvals from any holder or holders of any outstanding security or
Debt of the Company and any amendments of agreements pursuant to which any securities or
Debt may have been issued which shall be necessary to permit the consummation of the
transactions contemplated hereby shall have been obtained and all such consents or
amendments shall be reasonably satisfactory in form and substance to the holders and their
special counsel.
(f) Each holder shall have received such certificates of officers of the Company as it
may reasonably request with respect to this Second Amendment and the transactions
contemplated hereby.
(g) The Company shall have paid the fees and disbursements of the holders’ special
counsel, Xxxxxxx and Xxxxxx LLP, incurred in connection with the negotiation, preparation,
execution and delivery of this Second Amendment and the transactions contemplated hereby
which fees and disbursements are reflected in the statement of such special counsel
delivered to the Company at the time of the execution and delivery of this Second Amendment.
(h) All limited liability company and other proceedings in connection with the
transactions contemplated by this Second Amendment and all documents and instruments
incident to such transactions shall be satisfactory to you and your special counsel, and you
and your special counsel shall have received all such counterpart originals or certified or
other copies of such documents as you or they may reasonably request.
-3-
| NRP (Operating) LLC | Second Amendment |
Section 3. Representations and Warranties.
The Company hereby represents and warrants that as of the date hereof and as of the date of
execution and delivery of this Second Amendment:
(a) This Second Amendment and the transactions contemplated hereby are within the
limited liability company powers of the Company, have been duly authorized by all necessary
limited liability company action on the part of the Company and this Second Amendment has
been duly executed and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company enforceable in accordance with its terms.
(b) After giving effect to this Second Amendment, there are no Defaults or Events of
Default under the Note Agreements, as amended hereby.
(c) The execution, delivery and performance of this Second Amendment by the Company
does not and will not result in a violation of or default under (A) the articles of
formation or limited liability company agreement of the Company, (B) any agreement to which
the Company is a party or by which it is bound or to which any of its properties is subject,
(C) any order, writ, injunction or decree binding on the Company, or (D) any statute,
regulation, rule or other law applicable to the Company.
(d) No consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution, delivery or
performance by the Company of this Second Amendment.
(e) The Company has not paid or agreed to pay any fees or other consideration, or given
any additional security or collateral, or shortened the maturity or average life of any
indebtedness or permanently reduced any borrowing capacity, in each case, in connection with
the obtaining of any consents or approvals of any Person in connection with the transactions
contemplated hereby.
Section 4. Miscellaneous.
Section 4.1. Except as amended herein, all terms and provisions of the Note Agreements, the
Notes and related agreements and instruments are hereby ratified, confirmed and approved in all
respects.
Section 4.2. Each Subsidiary Guarantor, for itself as a guarantor under the Subsidiary
Guarantee, consents to the terms of this Second Amendment and reaffirms, ratifies and confirms (a)
in all respects each and every obligation and covenant made by it in the Subsidiary Guarantee and
(b) that the Subsidiary Guarantee remains the legal, valid and binding obligation of such
Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms.
-4-
| NRP (Operating) LLC | Second Amendment |
Section 4.3. Each reference in the Note Agreements to “this Agreement,” “hereunder,” “hereof,”
or words of similar import in instruments or documents provided for in the Note Agreements or
delivered or to be delivered thereunder or in connection therewith, shall, except where the context
otherwise requires, be deemed a reference to the Note Agreement, as amended hereby.
Section 4.4. This Second Amendment shall be governed by and construed in accordance with the
laws of the State of New York, excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such State.
Section 4.5. This Second Amendment and all covenants herein contained shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties hereunder. All
covenants made by the Company herein shall survive the closing and the delivery of this Second
Amendment.
Section 4.6. This Second Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which, taken together, shall constitute but one
and the same agreement. Delivery of an executed counterpart of this Second Amendment by facsimile
shall be as effective as delivery of a manually executed counterpart of this Second Amendment.
[Remainder
of Page Intentionally Left Blank - Signature Pages Follow]
-5-
| NRP (Operating) LLC | Second Amendment |
The execution hereof by the holders shall constitute a contract among the Company and the
holders for the uses and purposes hereinabove set forth.
| NRP
(Operating) LLC, a Delaware limited liability company |
||||
| By | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer and Treasurer | |||
Each of the undersigned, severally, hereby acknowledges, approves and agrees to the foregoing
Second Amendment and ratifies and confirms each of its obligations under the Subsidiary Guarantee.
| WPP LLC ACIN LLC WBRD LLC HOD LLC Xxxxxxx Xxxxx Coal Company LLC Xxxxxxx Mineral, LLC Independence Land Company, LLC |
||||||||
| By: | NRP (Operating)LLC, as the Sole Member of each of the above named Subsidiary Guarantors | |||||||
| By | /s/ Xxxxxx X. Xxxxxx | |||||||
| Title: Chief Financial Officer and Treasurer | ||||||||
-6-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date aforesaid:
| Teachers Insurance and Annuity Association of America |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Director | |||
-7-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date aforesaid:
| Massachusetts Mutual Life Insurance Company | ||||||||
| By: | Babson Capital Management LLC, as Investment Adviser |
|||||||
| By | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| C.M. Life Insurance Company | ||||||||
| By: | Babson Capital Management LLC, as Investment Sub-Adviser |
|||||||
| By | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| MassMutual Asia Limited | ||||||||
| By: | Babson Capital Management LLC, as Investment Adviser |
|||||||
| By | ||||||||
| Name: | ||||||||
| Title: | ||||||||
-8-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| The Prudential Insurance Company of America | ||||||||
| By: | /s/ BL by TPD | |||||||
| Vice President | ||||||||
| Prudential Arizona Reinsurance Captive Company | ||||||||
| By: | Prudential Investment Management, Inc.,
as investment manager |
|||||||
| By: | /s/ BL by TPD | |||||||
| Vice President | ||||||||
| Universal Prudential Arizona Reinsurance Company | ||||||||
| By: | Prudential Investment Management, Inc.,
as investment manager |
|||||||
| By: | /s/ BL by TPD | |||||||
| Vice President | ||||||||
| Prudential Retirement Insurance and Annuity Company | ||||||||
| By: | Prudential Investment
Management, Inc., as investment manager |
|||||||
| By: | /s/ BL by TPD | |||||||
| Vice President | ||||||||
-9-
| NRP (Operating) LLC | Second Amendment |
| Physicians Mutual Insurance Company | ||||||||
| By: | Prudential Private Placement Investors, L.P. (as Investment Advisor) | |||||||
| By: | Prudential Private Placement Investors, Inc. (as its General Partner) | |||||||
| By | /s/ BL by TPD | |||||||
| Name: /s/ BL by TPD | ||||||||
| Title: | ||||||||
| Farmers New World Life Insurance Company | ||||||||
| By: | Prudential Private Placement Investors, L.P. (as Investment Advisor) | |||||||
| By: | Prudential Private Placement Investors, Inc. (as its General Partner) | |||||||
| By | /s/ BL by TPD | |||||||
| Name: /s/ BL by TPD | ||||||||
| Title: | ||||||||
-10-
| NRP (Operating) LLC | Second Amendment |
Accepted
as of the date first written above.
| New York Life Insurance Company | ||||||||||
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |||||||||
| Name: Xxxxxxxx X. Xxxxxxxxx | ||||||||||
| Title: Director | ||||||||||
| New York Life Insurance and Annuity Corporation | ||||||||||
| By: | New York Life Investment Management LLC, Its investment manager |
|||||||||
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |||||||||
| Name: | Xxxxxxxx X. Xxxxxxxxx | |||||||||
| Title: | Director | |||||||||
-11-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| Indianapolis Life Insurance Company American Investors Life Insurance Company AmerUs Life Insurance Company |
||||||||
| By: | Aviva Capital Management, Inc., its authorized attorney-in-fact |
|||||||
| By: | /s/ Xxxxx X. Xxxx | |||||||
| Name: | Xxxxx X. Xxxx | |||||||
| Title: | V.P. – Private Placements | |||||||
-12-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| AIG Annuity Insurance Company | ||||||||
| Merit Life Insurance Co. | ||||||||
| The United States Life Insurance Company in the City of New York | ||||||||
| The Variable Annuity Life Insurance Company | ||||||||
| By: | AIG Global Investment Corp., investment adviser | |||||||
| By: | /s/ Xxxxx X. Xxxxx | |||||||
| Name: | Xxxxx X. Xxxxx | |||||||
| Title: | Vice President | |||||||
-13-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| Merit Life Insurance Co. | ||||||||
| The United States Life Insurance Company in the City of New York | ||||||||
| The Variable Annuity Life Insurance Company | ||||||||
| By: | AIG Global Investment Corp., investment adviser | |||||||
| By: | /s/ Xxxxx X. Xxxxx | |||||||
| Name: | Xxxxx X. Xxxxx | |||||||
| Title: | Vice President | |||||||
-14-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| The Northwestern Mutual Life Insurance Company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | its Authorized Representative | |||
-15-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| Connecticut General Life Insurance Company | ||||||||
| By: CIGNA Investments, Inc. (authorized agent) | ||||||||
| By: | /s/ Xxxxx X. Height | |||||||
| Name: | Xxxxx X. Height | |||||||
| Title: | Managing Director | |||||||
| Life Insurance Company of North America | ||||||||
| By: CIGNA Investments, Inc. (authorized agent) | ||||||||
| By: | /s/ Xxxxx X. Height | |||||||
| Name: | Xxxxx X. Height | |||||||
| Title: | Managing Director | |||||||
-16-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| CUNA Mutual Life Insurance Company CUNA Mutual Insurance Society CUMIS Insurance Society, Inc. MEMBERS Life Insurance Company |
||||||||
| By: | MEMBERS Capital Advisors, Inc., acting as Investment Advisor |
|||||||
| By: | /s/ Xxxxx X. XxXxxxxx, Xx. | |||||||
| Name: | Xxxxx X. XxXxxxxx, Xx. | |||||||
| Title: | Director, Private Placements | |||||||
-17-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date aforesaid:
| Sun Life Assurance Company of Canada (U.S.) (successor by merger to Keyport Life Insurance Company |
||||
| By | ||||
| Name: | ||||
| Title: | ||||
| By | ||||
| Name: | ||||
| Title: | ||||
| Sun Life Assurance Company of Canada |
||||
| By | ||||
| Name: | ||||
| Title: | ||||
| By | ||||
| Name: | ||||
| Title: | ||||
-18-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| Life Insurance Company of the Southwest |
||||
| By: | /s/ R. Xxxxx Xxxxxxx | |||
| Name: | R. Xxxxx Xxxxxxx | |||
| Title: | Vice President Sentinel Asset Management |
|||
-19-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| Mutual of Omaha Insurance Company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
| United of Omaha Life Insurance Company |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
-20-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date aforesaid:
| Jefferson-Pilot Life Insurance Company | ||||||
| By: | Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-In-Fact | |||||
| By | ||||||
| Name: | ||||||
| Title: | ||||||
| Jefferson-Pilot Financial Insurance Company | ||||||
| By: | Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-In-Fact | |||||
| By | ||||||
| Name: | ||||||
| Title: | ||||||
-21-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| Protective Life Insurance Company |
||||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | VP, Investments | |||
-22-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| Pacific Life Insurance Company |
||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Assistant Vice President | |||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Assistant Secretary | |||
-23-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
| American United Life Insurance Company | ||||||||
| By | /s/ Xxxx X. Xxxxx | |||||||
| Name: Xxxx X. Xxxxx | ||||||||
| Title: V.P. Fixed Income Securities | ||||||||
| The State Life Insurance Company | ||||||||
| By: | American United Life Insurance Company, Its Agent | |||||||
| By | /s/ Xxxx X. Xxxxx | |||||||
| Name: Xxxx X. Xxxxx | ||||||||
| Title: V.P. Fixed Income Securities | ||||||||
| Farm Bureau Mutual Insurance Company of Michigan | ||||||||
| By: | American United Life Insurance Company, Its Agent | |||||||
| By | /s/ Xxxx X. Xxxxx | |||||||
| Name: Xxxx X. Xxxxx | ||||||||
| Title: V.P. Fixed Income Securities | ||||||||
| Pioneer Mutual Life Insurance Company | ||||||||
| By: | American United Life Insurance Company, Its Agent | |||||||
| By | /s/ Xxxx X. Xxxxx | |||||||
| Name: Xxxx X. Xxxxx | ||||||||
| Title: V.P. Fixed Income Securities | ||||||||
-24-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
American Equity Investment Life Insurance Company
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Vice President-Investments | |||
-25-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
State of Wisconsin Investment Board
| By: | /s/ Xxxxxxxxxxx X. Xxxxxxxxxxxxx | |||
| Name: | Xxxxxxxxxxx X. Xxxxxxxxxxxxx | |||
| Title: | Portfolio Manager | |||
-26-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
Bankers Life and Casualty Company
Conseco Life Insurance Company
Conseco Senior Health Insurance Company
Conseco Health Insurance Company
Washington National Insurance Company
Conseco Life Insurance Company
Conseco Senior Health Insurance Company
Conseco Health Insurance Company
Washington National Insurance Company
By: 40|86 Advisors, Inc. acting as Investment Advisor
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Senior Vice President | |||
-27-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date first written above.
EquiTrust Life Insurance Company
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Senior Portfolio Manager | |||
Farm Bureau Life Insurance Company
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Senior Portfolio Manager | |||
-28-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date aforesaid:
| Beneficial Life Insurance Company |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
-29-
| NRP (Operating) LLC | Second Amendment |
Accepted as of the date aforesaid:
| National Life Insurance Company |
||||
| By: | /s/ R. Xxxxx Xxxxxxx | |||
| Name: | R. Xxxxx Xxxxxxx | |||
| Title: | Vice President, Sentinel Asset Management | |||
-30-
| Outstanding Principal Amount ($) | ||||||||||||||||||||
| Name of Holder | of 2003, 2005 and 2007 Notes Held as of | |||||||||||||||||||
| March 28, 2007 | ||||||||||||||||||||
| Series A | Series B | Series C | Series D | Series E | ||||||||||||||||
Teachers Insurance and
Annuity Association of
America |
$ | 12,525,000 | $ | 7,731,250 | $ | 7,500,000 | $ | 21,000,000 | ||||||||||||
Farmers New World Life
Insurance |
$ | 4,716,062.50 | ||||||||||||||||||
The Northwestern Mutual
Life Insurance Company |
$ | 14,195,000 | $ | 9,000,000 | $ | 11,000,000 | $ | 17,000,000 | ||||||||||||
Massachusetts Mutual Life
Insurance Company |
$ | 8,099,500 | $ | 6,697,195.31 | $ | 3,750,000 | $ | 8,400,000 | ||||||||||||
C.M. Life Insurance Company |
$ | 1,503,000 | $ | 1,497,929.69 | $ | 750,000 | $ | 900,000 | ||||||||||||
Xxxxxxx & Co. (as nominee
of MassMutual Asia Limited) |
$ | 835,000 | $ | 700,000 | ||||||||||||||||
Sun Life Insurance Company
(U.S.) (successor by merger
to Keyport Life Insurance
Company) |
$ | 10,020,000 | $ | 2,500,000 | ||||||||||||||||
Sun Life Assurance Company
of Canada |
$ | 6,571,562.50 | ||||||||||||||||||
New York Life Insurance
Company |
$ | 7,344,687.50 | $ | 4,000,000 | $ | 2,500,000 | $ | 10,500,000 | ||||||||||||
New York Life Insurance and
Annuity Corporation |
$ | 3,865,625 | $ | 2,000,000 | $ | 1,500,000 | $ | 13,500,000 | ||||||||||||
Jefferson-Pilot Life
Insurance Company |
$ | 8,890,937.50 | $ | 5,000,000 | ||||||||||||||||
Jefferson-Pilot Financial
Insurance Company |
$ | 2,000,000 | ||||||||||||||||||
Schedule I
(to Second Amendment)
(to Second Amendment)
| Outstanding Principal Amount ($) | ||||||||||||||||||||
| Name of Holder | of 2003, 2005 and 2007 Notes Held as of | |||||||||||||||||||
| March 28, 2007 | ||||||||||||||||||||
| Series A | Series B | Series C | Series D | Series E | ||||||||||||||||
American United Life
Insurance Company |
$ | 4,000,000 | $ | 4,000,000 | ||||||||||||||||
The State Life Insurance
Company |
$ | 500,000 | $ | 2,500,000 | ||||||||||||||||
Pioneer Mutual Life
Insurance Company |
$ | 500,000 | ||||||||||||||||||
Farm Bureau Mutual
Insurance Company of
Michigan |
$ | 2,500,000 | ||||||||||||||||||
Xxxx & Co. (as nominee of
Farm Bureau Life Insurance
Company) |
$ | 4,000,000 | ||||||||||||||||||
EquiTrust Life Insurance
Company |
$ | 2,000,000 | ||||||||||||||||||
National Life Insurance
Company |
$ | 2,087,500 | ||||||||||||||||||
Life Insurance Company of
the Southwest |
$ | 1,500,000 | $ | 10,000,000 | ||||||||||||||||
TFINN (as nominee of
Beneficial Life Insurance
Company) |
$ | 835,000 | ||||||||||||||||||
Pru & Co. |
$ | 14,534,750 | $ | 8,080,000 | ||||||||||||||||
Physicians Mutual Insurance
Company |
$ | 1,920,000 | ||||||||||||||||||
The Prudential Insurance
Company of America |
$ | 33,500,000 | ||||||||||||||||||
Prudential Arizona
Reinsurance Captive Company |
$ | 10,500,000 | ||||||||||||||||||
I-2
| Outstanding Principal Amount ($) | ||||||||||||||||||||
| Name of Holder | of 2003, 2005 and 2007 Notes Held as of | |||||||||||||||||||
| March 28, 2007 | ||||||||||||||||||||
| Series A | Series B | Series C | Series D | Series E | ||||||||||||||||
Universal Prudential
Arizona Reinsurance Company |
$ | 6,000,000 | ||||||||||||||||||
Mutual of Omaha Insurance
Company |
$ | 6,000,000 | ||||||||||||||||||
United of Omaha Life
Insurance Company |
$ | 10,000,000 | ||||||||||||||||||
AIG Annuity Insurance
Company |
$ | 20,000,000 | ||||||||||||||||||
Merit Life Insurance Co. |
$ | 6,000,000 | $ | 5,000,000 | ||||||||||||||||
The United States Life
Insurance Company in the
City of New York |
$ | 5,000,000 | ||||||||||||||||||
The Variable Annuity Life
Insurance Company |
$ | 7,000,000 | ||||||||||||||||||
Hare & Co. (as nominee of
Indianapolis Life Insurance
Company) |
$ | 3,000,000 | ||||||||||||||||||
Hare & Co. (as nominee of
American Investors Life
Insurance Company) |
$ | 10,000,000 | ||||||||||||||||||
Hare & Co. (as nominee of
AmerUs Life Insurance
Company) |
$ | 8,000,000 | ||||||||||||||||||
CIG & CO. (as nominee of
Connecticut General Life
Insurance Company) |
$ | 10,000,000 | ||||||||||||||||||
I-3
| Outstanding Principal Amount ($) | ||||||||||||||||||||
| Name of Holder | of 2003, 2005 and 2007 Notes Held as of | |||||||||||||||||||
| March 28, 2007 | ||||||||||||||||||||
| Series A | Series B | Series C | Series D | Series E | ||||||||||||||||
CIG & CO. (as nominee of
Life Insurance Company of
North America) |
$ | 4,000,000 | ||||||||||||||||||
TURNKEYS + CO (as nominee
of CUNA Mutual Insurance
Society) |
$ | 3,600,000 | ||||||||||||||||||
TURNSPEED + CO (as nominee
of CUNA Mutual Life
Insurance Company) |
$ | 5,400,000 | ||||||||||||||||||
TURNJETTY + CO (as nominee
of CUMIS Insurance Society,
Inc.) |
$ | 1,800,000 | ||||||||||||||||||
TURNLAUNCH + CO (as nominee
of MEMBERS Life Insurance
Company) |
$ | 1,200,000 | ||||||||||||||||||
Hare & Co. (nominee of
Protective Life Insurance
Company) |
$ | 10,000,000 | ||||||||||||||||||
Mac & Co. (as nominee of
Pacific Life Insurance Co.) |
$ | 10,000,000 | ||||||||||||||||||
CHIMEFISH & CO (as nominee
of American Equity
Investment Life Insurance
Co.) |
$ | 8,000,000 | ||||||||||||||||||
State of Wisconsin
Investment Board |
$ | 6,000,000 | ||||||||||||||||||
I-4
| Outstanding Principal Amount ($) | ||||||||||||||||||||
| Name of Holder | of 2003, 2005 and 2007 Notes Held as of | |||||||||||||||||||
| March 28, 2007 | ||||||||||||||||||||
| Series A | Series B | Series C | Series D | Series E | ||||||||||||||||
Hare & Co. (as nominee of
Bankers Life and Casualty
Company) |
$ | 3,000,000 | ||||||||||||||||||
Hare & Co. (as nominee of
Conseco Life insurance
Company) |
$ | 500,000 | ||||||||||||||||||
Hare & Co. (as nominee of
Conseco Senior Health
Insurance Company) |
$ | 500,000 | ||||||||||||||||||
Hare & Co. (as nominee of
Conseco Health Insurance
Company) |
$ | 500,000 | ||||||||||||||||||
Hare & Co. (as nominee of
Washington National
Insurance Company) |
$ | 500,000 | ||||||||||||||||||
Total: |
$ | 50,100,000 | $ | 61,850,000 | $ | 35,000,000 | $ | 100,000,000 | $ | 225,000,000 | ||||||||||
I-5
