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EXHIBIT 10.2.1
HERITAGE HOLDINGS, INC.
HERITAGE OPERATING, L.P.
0000 X. Xxxx Xxx., Xxxxx 000
Xxxxx, Xxxxxxxx 00000
(000) 000-0000
March 11, 1997
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 allow a portion of the amount set aside for the
Acquisition Facility to be substituted by up to $3,000,000 of Seller carried
Indebtedness for the financing of Asset Acquisition(s) from time to time by
amending Section 6B ("Indebtedness").
Accordingly, the Operating Partnership and Heritage agree with the
Purchasers as follows:
Section 6B(iii) of the Agreement is hereby amended, effective as of
March 3, 1997, 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):
(iii) the Company may become and remain liable with respect to
Indebtedness incurred by the Company under the Acquisition
Facility and any Indebtedness incurred for such permitted
purpose which replaces, extends, renews, refunds or refinances
any such Indebtedness, in whole or in part; and up to
$3,000,000 of Indebtedness owing from time to time to the
Seller(s) in Asset Acquisition(s), provided that the aggregate
principal amount of Indebtedness permitted under this clause
(iii) shall not any time exceed $35,000,000;
Except as otherwise expressly provided herein, the agreement shall be
in full force and effect and applicable in all respects to this letter.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterparts of this letter and return the same to
the Company, and upon receipt by the Company of the same from the Requisite
Holders, this letter shall become a binding agreement among the Company and the
Purchasers.
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Very truly yours,
HERITAGE HOLDINGS, INC.
By: /s/ H. Xxxxxxx Xxxxxxxx
----------------------------
H. Xxxxxxx Xxxxxxxx
Vice President and Chief
Financial Officer
HERITAGE OPERATING, L.P.
By Heritage Holdings, Inc.,
General Partner
By: /s/ H. Xxxxxxx Xxxxxxxx
----------------------------
H. Xxxxxxx Xxxxxxxx
Vice President and Chief
Financial Officer
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PURCHASERS SCHEDULE
Purchaser / Holder Amount
----------------------- ------
Xxxx Xxxxxxx Mutual Life Insurance Company $13,000,000
Xxxx Xxxxxxx Mutual Life Insurance Company 8,000,000
Xxxx Xxxxxxx Variable Life Insurance Company 1,000,000
Mellon Bank, N.A., as Trustee for AT&T Master Pension 3,000,000
Trust (Nominee: Mellon Bank, N.A., Trustee under Master
Trust Agreement of AT&T Corporation dated 1/1/84 for
Employee Pension Plans - AT&T - Xxxx Xxxxxxx -
Private Placement)
Massachusetts Mutual Life Insurance Company 15,000,000
Principal Mutual Life Insurance Company 15,000,000
New York Life Insurance Company 12,500,000
Teachers Insurance and Annuity Association 12,500,000
of America
Keyport Life Insurance Company c/o Xxxxx Xxx & Farnham 10,000,000
Incorporated
Mony Life Insurance Company of America 3,500,000
The Mutual Life Insurance Company of New York 4,000,000
Pacific Mutual Life Insurance Company 5,500,000
The Lutheran Church-Missouri Synod Foundation 5,000,000
Phoenix Home Life Mutual Insurance Company 5,000,000
General American Life Insurance Company 4,000,000
Wisconsin National Life Insurance Company 3,000,000
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The foregoing letter is hereby accepted as of the date
first above written.
GENERAL AMERICAN LIFE INSURANCE
COMPANY
By: Conning Asset Management
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
XXXX XXXXXXX VARIABLE LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxx X. XxxXxxx
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Name: Xxxxxxx X. XxxXxxx
Title: Vice President - Investments
XXXX XXXXXXX MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Investment Officer
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
Mellon Bank, N.A., solely in its capacity
as Trustee for The Long Term Investment
Trust, (as directed by Xxxx Xxxxxxx Mutual
Life Insurance Company), and not in its
individual capacity The decision to participate in the
investment, any representations
made herein by the participant, and
By: /s/ Xxxxxxx Xxxxx any actions taken hereunder by the
------------------------------- participant has/have been made
Name: Xxxxxxx Xxxxx solely at the direction of the
Title: Vice President investment fiduciary who has sole
investment discretion with respect
to this investment.
NEW YORK LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Investment Vice President
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PACIFIC MUTUAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxx
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Name: Xxxxxxx X. Xxx
Title: Sr. Vice President
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Assistant Secretary
PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Managing Director
PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Counsel
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Counsel
TEACHERS INSURANCE AND ANNUITY ASSOCIATION
OF AMERICA
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: Director-Private Placements
WISCONSIN NATIONAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Sr. Vice President
