First Supplemental Note Purchase Agreement



 Exhibit 10.6 
 FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
 As of May 24,
2001                 
 To Each of the Purchasers 
 Named in the Supplemental 
 Purchaser Schedule Attached Hereto 
 Ladies and Gentlemen: 
 Reference is made to that certain
Note Purchase Agreement dated as of August 10, 2000 between the Company and each of the Initial Purchasers named in the Initial Purchaser Schedule attached thereto (the “Agreement”). Terms used but not defined herein shall have
the respective meanings set forth in the Agreement. 
 As contemplated in Section 2B of the Agreement, the Company agrees with you as
follows: 
 A. Subsequent Series of Notes. The Company will create Subsequent Series of Notes to be called the “Series G
Notes”, “Series H Notes” and “Series I Notes”, respectively (collectively, the “Subsequent Notes”). 
 (i) Said Series G Notes will be dated the date of issue; will bear interest from such date at the rate of 7.21% per annum, payable
quarterly on the 15th day of each February, May, August and November in each year (commencing August 15, 2001) until the principal amount thereof shall become due and payable and shall bear interest on overdue principal (including any overdue
optional prepayment of principal) and premium, if any, and, to the extent permitted by law, on any overdue installment of interest at the rate specified therein after the date due for payment, whether by acceleration or otherwise, until paid; will
be expressed to mature on May 15, 2008; and will be substantially in the form attached to the Agreement as Exhibit A-7 with the appropriate insertions to reflect the terms and provisions set forth above. 
 (ii) Said Series H Notes will be dated the date of issue; will bear interest from such date at the rate of 7.89% per annum, payable
quarterly on the 15th day of each February, May, August and November in each year (commencing August 15, 2001) until the principal amount thereof shall become due and payable and shall bear interest on overdue principal (including any overdue
optional prepayment of principal) and premium, if any, and, to the extent permitted by law, on any overdue installment of interest at the rate specified therein after the date due for payment, whether by acceleration or otherwise, until paid; will
be expressed to mature on May 15, 2016; and will be substantially in the form attached to the Agreement as Exhibit A-7 with the appropriate insertions to reflect the terms and provisions set forth above. 







 (iii) Said Series I Notes will be dated the date of issue; will bear interest from such
date at the rate of 7.99% per annum, payable quarterly on the 15th day of each February, May, August and November in each year (commencing August 15, 2001) until the principal amount thereof shall become due and payable and shall bear
interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and, to the extent permitted by law, on any overdue installment of interest at the rate specified therein after the date due for payment,
whether by acceleration or otherwise, until paid; will be expressed to mature on May 15, 2013; and will be substantially in the form attached to the Agreement as Exhibit A-7 with the appropriate insertions to reflect the terms and provisions
set forth above. 
 B. Purchase and Sale of Series G Notes, Series H Notes and Series I Notes. The Company hereby agrees to sell to
each Supplemental Purchaser set forth on the Supplemental Purchaser Schedule attached hereto (collectively, the “Supplemental Purchasers”) and, subject to the terms and conditions in the Agreement and herein set forth, each
Supplemental Purchaser agrees to purchase from the Company the aggregate principal amount of the Series G Notes, Series H Notes or Series I Notes set opposite each Supplemental Purchaser’s name in the Supplemental Purchaser Schedule at 100% of
the aggregate principal amount. The sale of the Series G Notes, Series H Notes and Series I Notes shall take place at the offices of Winston & Strawn, 35 West Wacker Drive, Chicago, Illinois 60601 at 10:00 a.m. Chicago time, at a closing
(the “Supplemental Closing”) on May 24, 2001, or such other date as shall be agreed upon by the Company and each Supplemental Purchaser. At the Supplemental Closing the Company will deliver to each Supplemental Purchaser one or
more Series G Notes, Series H Notes or Series I Notes, as the case may be, registered in such Supplemental Purchaser’s name (or in the name of its nominee), evidencing the aggregate principal amount of Series G Notes, Series H Notes or Series I
Notes to be purchased by said Supplemental Purchaser and in the denomination or denominations specified with respect to such Supplemental Purchaser in the Supplemental Purchaser Schedule attached hereto against payment of the purchase price thereof
by transfer of immediately available funds for credit to the Company’s account on the date of the Supplemental Closing (the “Supplemental Closing Date”) (as specified in a notice to each Supplemental Purchaser at least three
Business Days prior to the Supplemental Closing Date). 
 C. Conditions of Supplemental Closing. The obligation of each Supplemental
Purchaser to purchase and pay for the Series G Notes, Series H Notes or Series I Notes to be purchased by such purchaser hereunder on the Supplemental Closing Date is subject to the satisfaction, on or before such Supplemental Closing Date, of the
conditions set forth in Section 3 of the Agreement. 
 D. Prepayments. The Subsequent Notes shall be subject to prepayment only
(a) pursuant to the required prepayments, if any, specified in clause (x) below, and in Section 4C of the Agreement; and (b) pursuant to the optional prepayments permitted by Section 4B of the Agreement. 








	 	(x)	Required Prepayments; Maturity. 

  

	 	(i)	Series G Notes. Until the Series G Notes shall be paid in full, the Company shall apply to the prepayment of the Series G Notes, without premium, the designated amounts of
principal set forth below (or, if less, the principal amount of the Series G Notes as shall at the time be outstanding) on May 15 in each of the years set forth below, together with interest thereon to the prepayment dates, provided,
however, that if the Company shall prepay all or any portion of the Notes pursuant to Section 4B or 4C, or acquire any Series G Notes pursuant to the provisions of Section 4H, each of the principal amount payable at maturity and the
principal amount of each required prepayment of the Series G Notes becoming due under this clause (x) on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the
Series G Notes is reduced as a result of such prepayment or acquisition: 

  

			
	 PRINCIPAL AMOUNT TO BE PREPAID
	  	YEAR OF
PREPAYMENT
	 $5,300,000
	  	2004
	 $5,300,000
	  	2005
	 $5,300,000
	  	2006
	 $5,300,000
	  	2007
	 $5,300,000
	  	2008

 The remaining outstanding principal amount of the Series G Notes, together with all interest
accrued on the Series G Notes shall become due and payable on May 15, 2008. 
  

	 	(ii)	Series H Notes. Until the Series H Notes shall be paid in full, the Company shall apply to the prepayment of the Series H Notes, without premium, the designated amounts of
principal set forth below (or, if less, the principal amount of the Series H Notes as shall at the time be outstanding) on May 15 in each of the years set forth below, together with interest thereon to the prepayment dates, provided,
however, that if the Company shall prepay all or any portion of the Notes pursuant to Section 4B or 4C, or acquire any Series H Notes pursuant to the provisions of Section 4H, each of the principal amount payable at maturity and the
principal amount of each required prepayment of the Series H Notes becoming due under this clause (x) on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the
Series H Notes is reduced as a result of such prepayment or acquisition: 

  

			
	 PRINCIPAL AMOUNT TO BE PREPAID
	  	YEAR OF
PREPAYMENT
	 $2,500,000
	  	2006
	 $2,500,000
	  	2007
	 $2,500,000
	  	2008
	 $2,500,000
	  	2009
	 $2,500,000
	  	2010
	 $2,500,000
	  	2011
	 $2,500,000
	  	2012
	 $2,500,000
	  	2013
	 $2,500,000
	  	2014
	 $2,500,000
	  	2015
	 $2,500,000
	  	2016








 The remaining outstanding principal amount of the Series H Notes, together with all interest accrued on
the Series H Notes shall become due and payable on May 15, 2016. 
  

	 	(iii)	Series I Notes. The Series I Notes are not subject to required prepayments prior to their maturity date. The outstanding principal amount of the Series I Notes, together with
all interest accrued on the Series I Notes shall become due and payable on May 15, 2013. 

  

	 	(y)	Optional and Contingent Prepayments. As provided in Sections 4B and 4C of the Agreement. 

 E. Subsequent Notes Issued under and Pursuant to Agreement. Except as specifically provided above, the Subsequent Notes shall be deemed to be
issued under, to be subject to and to have the benefit of all of the terms and provisions of the Agreement as the same may from time to time be amended and supplemented in the manner provided therein. 
 F. Waiver and Consent regarding certain Sections of Agreement. By its purchase and acceptance of any of the Series G Notes, Series H Notes or
Series I Notes, each Supplemental Purchaser shall be deemed to have consented to the acquisition by the Company of certain of the assets of Earth America Company (the “Acquisition”) for a purchase price, payable in cash and/or earn
out options, in an amount not to exceed $29,000,000 and the operation by the Company of the business acquired in the Acquisition, which operation shall include, without limitation, selling (at the Company’s discretion) certain assets purchased
in the Acquisition and providing financial support therefor (the activities described above referred to herein, collectively, as the “Acquisition Transactions”), and each Supplemental Purchaser shall be deemed to have
(i) waived the restrictions set forth in Section 6E(v)(iii) and Section 6G of the Agreement to the extent necessary to permit the Company to make Investments from time to time in respect of the Acquisition Transactions and sell
certain assets acquired in connection therewith and (ii) consented and agreed that (x) no portion of such Investments shall be counted for purposes of computing the aggregate amounts of Investments under Section 6E(v)(iii) and
(y) no sales of such assets shall be counted for purposes of computing the aggregate amounts of Asset Sales under Section 6G. 







 The execution hereof by the Supplemental Purchasers shall constitute a contract among the Company and the
Supplemental Purchasers for the uses and purposes hereinabove set forth. By their acceptance hereof, each of the Supplemental Purchasers shall also be deemed to have accepted and agreed to the terms and provisions of the Agreement, as in effect on
the date hereof. 
  

			
	HERITAGE OPERATING, L.P.
	
	By Heritage Holdings, Inc., General Partner
		
	By	 	 /s/ Larry J. Dagley

	Its:	 	Vice President and Chief Financial Officer


  







 SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
  

			
	 The foregoing Agreement is hereby accepted as of the date first above written.

	
	JOHN HANCOCK LIFE INSURANCE COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	








 SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
  

			
	The foregoing Agreement is hereby accepted as of the date first above written.
	
	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	








 SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
  

	
	The foregoing Agreement is hereby accepted as of the date first above written.

 MELLON BANK, N.A., solely in its capacity as Trustee for the Bell Atlantic Master Trust (as directed by John
Hancock Life Insurance Company), and not in its individual capacity 
  

			
	By:	 	  

	Name:	 	
	Title:	 	








 SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
  

			
	The foregoing Agreement is hereby accepted as of the date first above written.
	
	INVESTORS PARTNER LIFE INSURANCE COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	








 SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
  

			
	The foregoing Agreement is hereby accepted as of the date first above written.
	
	GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	








 SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
  

			
	The foregoing Agreement is hereby accepted as of the date first above written.
	
	METROPOLITAN LIFE INSURANCE COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	








 SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
  

			
	The foregoing Agreement is hereby accepted as of the date first above written.
	
	CONNECTICUT GENERAL LIFE INSURANCE COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	








 SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
  

			
	The foregoing Agreement is hereby accepted as of the date first above written.
	
	PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	








 SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
  

			
	The foregoing Agreement is hereby accepted as of the date first above written.
	
	C.M. LIFE INSURANCE COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	








 SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 
  

			
	The foregoing Agreement is hereby accepted as of the date first above written.
	
	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	








 SUPPLEMENTAL PURCHASER SCHEDULE 
  

									
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased	 
	JOHN HANCOCK LIFE INSURANCE COMPANY	  	Series	  	Principal Amount	 
	 (1)    
	  	 All payments on account of the Notes or other obligations in accordance with the provisions thereof shall be made by bank wire transfer of
immediately available funds for credit, not later than 12 noon, Boston time, to:
  
 Fleet
Boston
 ABA No. 011000390
 Boston, Massachusetts 02110

Account of: John Hancock Life Insurance Company
 Private Placement Collection Account
 Account No. 541-55417
 On Order of: Heritage Operating, L.P.
   PPN Number: [Insert]
 7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate principal amount of $27,500,000 and payable to John Hancock Life Insurance
Company
	  	H	  	$  
 $
	9,250,000  
 2,000,000
	1   
   

				
	 (2)
	  	 Contemporaneous with the above wire transfer, advice setting forth:
  

(a) the full name, interest rate and maturity date of the Notes or other obligations;
  

(b) allocation of payment between principal and interest and any special payment; and
  

(c) name and address of Bank (or Trustee) from which wire transfer was sent shall be delivered or faxed AND mailed to:
  
 John Hancock Life Insurance Company
 200 Clarendon Street
 Boston, Massachusetts 02117
 Attention: Investment Accounting
 Division, B-3
 Fax: (617) 572-0628
	  		  			

  

	1
	 John Hancock Life Insurance Company is requesting two (2) Series H Senior Secured Notes of $9,250,000 and $2,000,000. 










							
	 (3)
	  	 All notices with respect to prepayments, both scheduled and unscheduled, whether partial or in full, and notice of maturity shall be delivered or
faxed AND mailed to:
  
 John Hancock Life Insurance Company
 200 Clarendon Street
 Boston, Massachusetts 02117
 Attention: Investment Accounting
 Division, B-3
 Fax: (617) 572-0628
	  		  	
				
	 (4)
	  	 All other communications which shall include, but not be limited to, financial statements and certificates of compliance with financial covenants,
shall be delivered or faxed AND mailed to:
  
 John Hancock Life Insurance
Company
 200 Clarendon Street
 Boston, Massachusetts
02117
 Attention: Bond and Corporate Finance Group, T-57
 Fax:
(617) 572-1605
	  		  	
				
	 (5)
	  	 A copy of any notices relating to change in issuer’s name, address or principal place of business or location of collateral and a copy of any
legal opinions shall be delivered or faxed AND mailed to:
  
 John Hancock Life Insurance
Company
 200 Clarendon Street
 Boston, Massachusetts
02117
 Attention: Investment Law Division, T-30
 Fax:
(617) 572-9269
	  		  	
				
	(6)	  	Tax I.D. No.: 04-1414660	  		  	
				
	 (7)
	  	 All Notes are to be sent for receipt the day after the closing to:
  
 John Hancock Life Insurance Company
 200 Clarendon Street., T-30
 Boston, Massachusetts 02117
 Attention: Amy S. Weed, Esq.
	  		  	









							
	(8)	  	Promptly after the closing (but no later than one week thereafter), one (1) fully executed original counterpart of the Purchase Agreement (i.e. Note Purchase Agreement, Securities Purchase
Agreement, Loan Agreement, Participation Agreement, etc.) is to be sent to:	  		  	
				
		  	 John Hancock Life Insurance Company
 200 Clarendon Street

 Boston, Massachusetts 02117
 Attention: Investment Law
Paralegal Unit, T-30
	  		  	
				
	(9)	  	 Promptly after the closing (but no later than 2 months thereafter) we require one (1) set of original closing documents AND five (5) sets
of conformed copies of the principal operative documents are to be sent to:
  
 John
Hancock Life Insurance Company
 200 Clarendon Street
 Boston,
Massachusetts 02117
 Attention: Investment Law Paralegal Unit, T-30
  
	  		  	
				
		  	 Note: If more than one Hancock or advisory account is participating in this transaction, the requirements set forth in (9) only need to
be fulfilled once (i.e., please don’t send 5 conformed copies for each participating account) except where otherwise noted. 
	  		  	









										
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY	  	Series	  	Principal Amount
				
	(1)	  	 All payments on account of the Notes or other obligations in accordance with the provisions thereof shall be made by bank wire transfer
of immediately available funds for credit, not later than 12 noon, Boston time, to:
  
 Fleet Boston ABA No. 011000390
 Boston, Massachusetts 02110
	  	H	  	$	1,500,000
					
		  	Account of:	  	John Hancock Life Insurance Company	  		  		
		  		  	Private Placement Collection Account	  		  		
					
		  	Account No.	  	541-55417	  		  		
					
		  	On Order of:	  	 Heritage Operating, L.P.
 PPN Number: [insert]

	  		  		
		  	7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate principal amount of $27,500,000 and payable to John Hancock Variable Life Insurance Company	  		  		
				
	(2)	  	 Contemporaneous with the above wire transfer, advice setting forth:
  
 (a) the full name, interest rate and maturity date of the Notes or other obligations;
  
 (b) allocation of payment between principal and interest and any special payment; and
  
 (c) name and address of Bank (or Trustee) from which wire transfer was sent shall be delivered or
faxed AND mailed to:
  
 John Hancock Variable Life Insurance Company
 200 Clarendon Street
 Boston, Massachusetts 02117
 Attention: Investment Accounting
 Division, B-3
 Fax: (617) 572-0628
	  		  		









							
	(3)	  	 All notices with respect to prepayments, both scheduled and unscheduled, whether partial or in full, and notice of maturity shall be delivered or
faxed AND mailed to:
  
 John Hancock Variable Life Insurance Company
 200 Clarendon Street
 Boston, Massachusetts 02117
 Attention: Investment Accounting
 Division B-3
 Fax: (617) 572-0628
	  		  	
				
	(4)	  	 All other communications which shall include, but not be limited to, financial statements and certificates of compliance with financial covenants,
shall be delivered or faxed AND mailed to:
  
 John Hancock Life Insurance
Company
 200 Clarendon Street
 Boston, Massachusetts
02117
 Attention: Bond and Corporate Finance Group, T-57
 Fax:
(617) 572-1605
	  		  	
				
	(5)	  	 A copy of any notices relating to change in issuer’s name, address or principal place of business or location of collateral and a copy of any
legal opinions shall be delivered or faxed AND mailed to:
  
 John Hancock Life Insurance
Company
 200 Clarendon Street
 Boston, Massachusetts
02117
 Attention: Investment Law Division, T-30
 Fax:
(617) 572-9269
	  		  	
				
	(6)	  	Tax I.D. No.: 04-2664016	  		  	
				
	(7)	  	 All Notes are to be sent for receipt the day after the closing to:
  
 John Hancock Life Insurance Company
 200 Clarendon Street., T-30
 Boston, Massachusetts 02117
 Attn: Amy S. Weed, Esq.
	  		  	









							
	(8)	 	 Promptly after the closing (but no later than one week thereafter), one (1) fully executed original counterpart of the Purchase Agreement (i.e. Note
Purchase Agreement, Securities Purchase Agreement, Loan Agreement, Participation Agreement, etc.) is to be sent to:
  
 John Hancock Life Insurance Company
 200 Clarendon Street
 Boston, Massachusetts 02117
 Attn: Investment Law Paralegal Unit, T-30
	  		  	
				
	(9)	 	 Promptly after the closing (but no later than 2 months thereafter) we require one (1) set of original closing documents AND five (5) sets
of conformed copies of the principal operative documents are to be sent to:
  
 John
Hancock Life Insurance Company
 200 Clarendon Street
 Boston,
Massachusetts 02117
 Attention: Investment Law Paralegal Unit, T-30
	  		  	
				
		 	 Note: If more than one Hancock or advisory account is participating in this transaction, the requirements set forth in (9) only need to
be fulfilled once (i.e., please don’t send 5 conformed copies for each participating account) except where otherwise noted.
	  		  	









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	MELLON BANK, N.A., TRUSTEE FOR THE BELL ATLANTIC MASTER TRUST	  	Series	  	Principal Amount
	(1)	  	All payments on account of the Notes or other obligations in accordance with the provisions thereof shall be made by bank wire transfer of immediately available funds for credit, not later than
12 noon, Boston time, to:	  	H	  	$	2,000,000
				
		  	 Boston Safe Deposit and Trust Company
 ABA
No. 011001234
 Account No: DDA: 125261
 Ref: Bell Atlantic
Master Trust:
 NYXF 1783332
 7.89% Series H Senior Secured Notes
due May 15, 2016 in the aggregate principal amount of $27,500,000 and payable to Mellon Bank, N.A., as Trustee for the Bell Atlantic Master Trust
	  		  		
				
	(2)	  	 Contemporaneous with the above wire transfer, advice setting forth:
  

(a) the full name, interest rate and maturity date of the Notes or other obligations;
  

(b) allocation of payment between principal, interest and any special payment; and
  
 (c) name and address of Bank (or Trustee) from which wire transfer was sent, shall be delivered or faxed AND mailed to:
  
 Mellon Bank, N.A.
 Three Mellon Bank Center, Room 153-3610
 Pittsburgh, Pennsylvania 15259-0001
 Attention: Principal & Interest Unit
 Fax: (412) 236-0120
	  		  		









							
	(3)	  	 All notices with respect to prepayments, both scheduled and unscheduled, whether partial or in full, and notice of maturity shall be delivered or
faxed AND mailed to:
  
 Mellon Bank, N.A.
 Three Mellon Bank Center, Room 153-3610
 Pittsburgh, Pennsylvania 15259-0001

 Attention: Principal & Interest Unit
 Fax: (412) 236-0120

	  		  	
				
	(4)	  	 All other communications which shall include, but not be limited to, financial statements and certificates of compliance with financial covenants,
shall be delivered or faxed AND mailed to:
  
 John Hancock Life Insurance
Company
 200 Clarendon Street
 Boston, Massachusetts
02117
 Attention: Bond and Corporate Finance
 Group,
T-57
 Fax: (617) 572-1605
	  		  	
				
	(5)	  	 A copy of any notices relating to change in issuer’s name, address or principal place of business or location of collateral and a copy of any
legal opinions shall be delivered or faxed AND mailed to:
  
 John Hancock Life Insurance
Company
 200 Clarendon Street
 Boston, Massachusetts
02117
 Attention: Investment Law Division, T-30
 Fax:
(617) 572-9269
	  		  	
				
	(6)	  	Tax I.D. No.: 25-1448208	  		  	
				
	(7)	  	 All Notes are to be sent the day after the closing to:
  
 Mellon Securities Trust Company
 120 Broadway - 13th Floor Teller
Window
 New York, New York 10271
 Attention: Robert A. Ferraro

 Ref.: Bell Atlantic Master Trust
 Account No. NYXF
1783332
	  		  	









							
	(8)	 	 Promptly after the closing (but no later than one week thereafter), one (1) fully executed original counterpart of the Purchase Agreement (i.e. Note
Purchase Agreement, Securities Purchase Agreement, Loan Agreement, Participation Agreement, etc.) is to be sent to:
  
 Mellon Bank, N.A.
 One Mellon Bank Center, Room 151-1935
 Pittsburgh, Pennsylvania 15258
 Attention: Bernadette T. Rist
	 		 	
				
	(9)	 	 Promptly after closing (but no later than 2 months thereafter), one (1) set of original closing documents and four (4) sets of conformed
copies of the principal operative documents are to be sent to:
  
 Mellon Bank,
N.A.
 One Mellon Bank Center, Room 151-1935
 Pittsburgh,
Pennsylvania 15258
 Attention: Bernadette T. Rist
	 		 	









										
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being Purchased
	INVESTORS PARTNER LIFE INSURANCE COMPANY	  	Series	  	Principal Amount
	 (1)
	  	 All payments on account of the Notes or other obligations in accordance with the provisions thereof shall be made by bank wire transfer
of immediately available funds for credit, not later than 12 noon, Boston time, to:
  
 Fleet Boston
 ABA No. 011000390
 Boston, Massachusetts
02110
	  	H	  	$	250,000
		  	Account of:	 	 John Hancock Life Insurance Company
 Private Placement
Collection Account
	  		  		
		  	Account No.:	 	541-55417	  		  		
		  	On Order of:	 	 Heritage Operating, L.P.
 PPN Number: [Insert}

	  		  		
		  	7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate principal amount of $27,500,000 and payable to Investors Partner Life Insurance Company	  		  		
				
	 (2)
	  	 Contemporaneous with the above wire transfer, advice setting forth:
  
 (a) the full name, interest rate and maturity date of the Notes or other obligations;
  
 (b) allocation of payment between principal and interest and any special payment; and
  
 (c) name and address of Bank (or Trustee) from which wire transfer was sent shall be delivered or
faxed AND mailed to:
  
	  		  		
		  	 Investors Partner Life Insurance Company
 200
Clarendon Street
 Boston, Massachusetts 02117
 Attention:
Investment Accounting
 Division B-3
 Fax: (617) 572-0628

	  		  		









							
	 (3)
	  	 All notices with respect to prepayments, both scheduled and unscheduled, whether partial or in full, and notice of maturity shall be delivered or
faxed AND mailed to:
  
 Investors Partner Life Insurance Company
 200 Clarendon Street
 Boston, Massachusetts 02117
 Attention: Investment Accounting
 Division, B-3
 Fax: (617) 572-0628
	  		  	
				
	 (4)
	  	 All other communications which shall include, but not be limited to, financial statements and certificates of compliance with financial covenants,
shall be delivered or faxed AND mailed to:
  
 John Hancock Life Insurance
Company
 200 Clarendon Street
 Boston, Massachusetts
02117
 Attention: Bond and Corporate Finance Group, T-57
 Fax:
(617) 572-1605
	  		  	
				
	 (5)
	  	 A copy of any notices relating to change in issuer’s name, address or principal place of business or location of collateral and a copy of any
legal opinions shall be delivered or faxed AND mailed to:
  
 John Hancock Life Insurance
Company
 200 Clarendon Street
 Boston, Massachusetts
02117
 Attention: Investment Law Division, T-30
 Fax:
(617) 572-9269
	  		  	
				
	(6)	  	Tax I.D. No.: 13-3072894	  		  	
				
	 (7)
	  	 All Notes are to be sent for receipt the day after the closing to:
  
 John Hancock Life Insurance Company
 200 Clarendon Street., T-30
 Boston, Massachusetts 02117
 Attention: Amy S. Weed, Esq.
	  		  	









							
	(8)	  	 Promptly after the closing (but no later than one week thereafter), one (1) fully executed original counterpart of the Purchase Agreement (i.e. Note
Purchase Agreement, Securities Purchase Agreement, Loan Agreement, Participation Agreement, etc.) is to be sent to:
  
 John Hancock Life Insurance Company
 200 Clarendon Street
 Boston, Massachusetts 02117
 Attention: Investment Law Paralegal Unit, T-30
	  		  	
				
	 (9)
	  	 Promptly after the closing (but no later than 2 months thereafter) we require one (1) set of original closing documents AND five (5) sets
of conformed copies of the principal operative documents are to be sent to:
  
 John
Hancock Life Insurance Company
 200 Clarendon Street
 Boston,
Massachusetts 02117
 Attention: Investment Law Paralegal Unit, T-30
  
 Note: If more than one Hancock or advisory account is participating in this transaction, the requirements set forth in (9) only need to be fulfilled once
(i.e.: please don’t send 5 conformed copies for each participating account) except where otherwise noted.
	  		  	









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY (nominee is SALKELD & CO.)	  	Series	  	Principal Amount
	(1)	  	 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:
  
 Bankers Trust Company
 14 Wall Street
 New York, New York 10005
 SWIFT Code: BKTR US 33
 ABA No. 021001033
 Account
No. 99-911-145
 FCC No: 097817 7.99% Series I Senior Secured Notes due May 15, 2013 in the aggregated principal amount of 16,000,000 and payable to
General Electric Capital Assurance Company (nominee is Salkeld & Co.)
 On Order of: Heritage Operating, L.P.
                       PPN Number:
[Insert}
	  	I	  	$	4,000,000
				
	 (2)
	  	 Physical Delivery of the Notes:
  
 Bankers Trust Company
 14 Wall Street, 4th Floor
 Mail Stop 4042, Window 61
 New York, New York 10005
 Account No. 097817
 Attention: Lorraine Squires
(212) 618-2200
	  		  		
				
	 (3)
	  	 All notices with respect to payments and written confirmation of each such payment to be addressed as follows:
  
 GE Financial Assurance
 Account: GECA LTC
 Two Union Square
 601 Union Street
 Seattle, Washington 98101
 Attention:
Investment Accounting
 Tel.: (206) 516-2871
 Fax:
(206) 516-4740
	  		  		









							
	(4)	  	 All other notices and communications, including original note purchase agreement, conformed copy of the note agreement, amendment requests, and
financial statements, to be addressed as follows:
  
 GE Financial Assurance
 Account: GECA LTC
 Two Union Square
 601 Union Street
 Seattle, Washington 98101
 Attention: Investment Dept., Private Placements
 Tel.: (206)
516-4954
 Fax: (206) 516-4578
	  		  	
				
	(5)	  	Tax I.D. No.: 91-6027719	  		  	









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	 GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY (nominee is SALKELD & CO.)
	  	Series	  	Principal Amount
	(1)	  	 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:
  
 Bankers Trust Company
 14 Wall Street
 New York, New York 10005
 SWIFT Code: BKTR US 33
 ABA No. 021001033
 Account
No. 99-911-145
 FCC No: 097833 7.99%
 Series I Senior Secured
Notes due May 15, 2013 in the aggregated principal amount of 16,000,000 and payable to General Electric Capital Assurance Company (nominee is Salkeld & Co.)
 On Order of: Heritage Operating, L.P.
                       PPN Number: [Insert}
	  	I	  	$	12,000,000
				
	(2)	  	 Physical Delivery of the Notes:
  
 Bankers Trust Company
 14 Wall Street, 4th Floor
 Mail Stop 4042, Window 61
 New York, New York 10005
 Account No. 097833
 Attention: Lorraine Squires
(212) 618-2200
	  		  		
				
	(3)	  	 All notices with respect to payments and written confirmation of each such payment to be addressed as follows:
  
 GE Financial Assurance
 Account: General Electric Capital Assurance Company
 Two Union Square
 601 Union Street
 Seattle, Washington 98101
 Attention: Investment Accounting
 Tel.: (206) 516-2871
 Fax: (206) 516-4740
	  		  		









							
	 (4)
	  	 All other notices and communications, including original note purchase agreement, conformed copy of the note agreement, amendment requests, and
financial statements, to be addressed as follows:
  
 GE Financial Assurance
 Account: General Electric Capital Assurance Company
 Two Union
Square
 601 Union Street
 Seattle, Washington 98101
 Attention: Investment Dept., Private Placements
 Tel.: (206)
516-4954
 Fax: (206) 516-4578
	  		  	
				
	(5)	  	Tax I.D. No.: 91-6027719	  		  	









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY (nominee is SALKELD & CO.)	  	Series	  	Principal Amount
	(1)	  	 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:
  
 Bankers Trust Company
 14 Wall Street
 New York, New York 10005
 SWIFT Code: BKTR US 33
 ABA No. 021001033
 Account
No. 99-911-145
 FCC No: 097833
 7.21% Series G Senior Secured
Notes due May 15, 2008 in the aggregated principal amount of 26,500,000 and payable to General Electric Capital Assurance Company (nominee is Salkeld & Co.)
 On Order of: Heritage Operating, L.P.
                       PPN Number: [Insert}
	  	G	  	$	5,000,000
				
	(2)	  	 Physical Delivery of the Notes:
  
 Bankers Trust Company
 14 Wall Street, 4th Floor
 Mail Stop 4042, Window 61
 New York, New York 10005
 Account No. 097833
 Attention: Lorraine Squires
(212) 618-2200
	  		  		
				
	(3)	  	 All notices with respect to payments and written confirmation of each such payment to be addressed as follows:
  
 GE Financial Assurance
 Account: General Electric Capital Assurance Company
 Two Union Square
 601 Union Street
 Seattle, Washington 98101
 Attention: Investment Accounting
 Tel.: (206) 516-2871
 Fax: (206) 516-4740
	  		  		

  








							
	 (4)
	  	 All other notices and communications, including original note purchase agreement, conformed copy of the note agreement, amendment requests, and
financial statements, to be addressed as follows:
  
 GE Financial Assurance
 Account: General Electric Capital Assurance Company
 Two Union
Square
 601 Union Street
 Seattle, Washington 98101
 Attention: Investment Dept., Private Placements
 Tel.: (206)
516-4954
 Fax: (206) 516-4578
	  		  	
				
	 (5)
	  	 Tax I.D. No.: 91-6027719
	  		  	









							
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being Purchased
	 METROPOLITAN LIFE INSURANCE COMPANY
	  	Series	  	Principal Amount
	 (1)
	  	 All payments on or in respect of the Notes to be made by bank wire transfer of Federal or other immediately available funds to:
  
 The Chase Manhattan Bank
 ABA No. 021000021
 Acct. Name: Metropolitan Life Insurance Company
 Account. No. 002-2-410591
 7.21% Series G Senior Secured Notes due
May 15, 2008 in the aggregate principal amount of $26,500, 000 as payable to Metropolitan Life Insurance Company
	  	G	  	$7,500,000
				
	 (2)    
	  	 Delivery of Notes after Closing:
  
 Metropolitan Life Insurance Company
 One Madison Avenue, Area 6H
 New York, New York 10010
 Attention: Richard Clarke, Esq.
	  		  	
				
	 (3)    
	  	 All notices and communications to:
  
 Metropolitan Life Insurance Company
 334 Madison Avenue
 P.O. Box 633
 Convent Station, New Jersey 07961
 Attention: Private Placements Unit
 Fax: (973) 254-3032
	  		  	
				
	 (4)
	  	Tax I.D. No.: 13-5581829	  		  	









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being Purchased
	 METROPOLITAN LIFE INSURANCE COMPANY
	  	Series	  	Principal Amount
	 (1)
	  	 All payments on or in respect of the Notes to be made by bank wire transfer of Federal or other immediately available funds to:
  
 The Chase Manhattan Bank
 ABA No. 021000021
 Acct. Name: Metropolitan Life Insurance Company
 Acct. No. 002-2-410591
 7.89% Series H Senior Secured Notes due
May 15, 2016 in the aggregate principal amount of $27,500, 000 as payable to Metropolitan Life Insurance Company
	  	H	  	$	7,500,000
				
	 (2)
	  	 Delivery of Notes after Closing:
  
 Metropolitan Life Insurance Company
 One Madison Avenue, Area 6H
 New York, New York 10010
 Attention: Richard Clarke, Esq.
	  		  		
				
	 (3)
	  	 All notices and communications to:
  
 Metropolitan Life Insurance Company
 334 Madison Avenue
 P.O. Box 633
 Convent Station, New Jersey 07961
 Attention: Private Placements Unit
 Fax: (973) 254-3032
	  		  		
				
	 (4)
	  	Tax I.D. No.: 13-5581829	  		  		









									
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	 CONNECTICUT GENERAL LIFE INSURANCE COMPANY
	  	Series	  	Principal Amount
	 (1)
	 	 All payments on or in respect of the Notes to be made by bank wire transfer of Federal or other immediately available funds to:
  
 The Chase/NYC/CTR
 BNF=CIGNA Private Placements/AC= 9009001802
 ABA#021000021
 On Order of: Heritage Operating, L.P.
 PPN Number: [Insert}
 7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate principal amount of $26,500, 000 as payable to Cig & Co. c/o CIGNA Investments, Inc.
	  	 G
	  	$3,000,0002

 $3,000,000

				
	 (2)
	 	 All notices related to payments to:
  
 Cig & Co.
 c/o CIGNA Investments, Inc.
 Attention: Securities Processing S-309
 900 Cottage Grove Road
 Hartford, CT 06152-2309
 and:
 Cig & Co.
 c/o CIGNA Investments, Inc.
 Attention: Private Securities — S307
 Operations Group
 900 Cottage Grove Road
 Hartford, CT 06152-2307
 Fax: (860) 726-7203
  
 with a copy to:
  
 Chase Manhattan Bank
 Private
Placement Servicing
 P.O. Box 1508
 Bowling Green Station
 New York, New York 10081
 Attention: CIGNA Private
 Placements
Fax: (212) 552-3107/1005
	  		  	

  

	2
	 CIGNA is requesting three (3) Series G Senior Secured Notes of $3,000,000, $3,000,000 and $1,000,000. 










							
	 (3)
	  	 All other notices and communications to:
  
 Cig & Co.
 c/o CIGNA Investments, Inc.
 Attention: Private Securities Division - S-307
 900 Cottage Grove
Road
 Hartford, Connecticut 06152-2307
 Fax: (860)
726-7203
	  		  	
				
	 (4)
	  	 Tax I.D. No.: 13-3574027
	  		  	
				
	 (5)
	  	 Nominee name: Cig & Co.
	  		  	









							
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	CONNECTICUT GENERAL LIFE INSURANCE COMPANY on behalf of one or more separate accounts	  	Series	  	Principal Amount
	 (1)
	  	 All payments on or in respect of the Notes to be made by bank wire transfer of Federal or other immediately available funds to:
  
 The Chase/NYC/CTR
 BNF=CIGNA Private Placements/AC= 9009001802
 ABA#021000021
 On Order of: Heritage Operating, L.P.
 PPN Number: [Insert}
 7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate principal amount of $26,500,000 as payable to Cig & Co. c/o CIGNA Investments, Inc.
	  	G	  	$1,000,0003

				
	 (2)
	  	 All notices related to payments to:
  
 Cig & Co. c/o
 CIGNA Investments, Inc.
 Attention: Securities Processing S-309
 900 Cottage Grove Road
 Hartford, CT 06152-2309
 and:
 Cig & Co. c/o
 CIGNA Investments, Inc.
 Attention: Private Securities — S307
 Operations Group
 900 Cottage Grove Road
 Hartford, CT 06152-2307
 Fax: (860) 726-7203
 with a copy to:
 Chase Manhattan Bank
 Private Placement Servicing
 P.O. Box 1508
 Bowling Green Station New York, New York 10081
 Attention: CIGNA Private Placements
 Fax: (212) 552-3107/1005
	  		  	
				
	 (3)
	  	 All other notices and communications to:
	  		  	

  

	3
	 CIGNA is requesting three (3) Series G Senior Secured Notes of $3,000,000, $3,000,000 and $1,000,000. 










							
		  	 Cig & Co.
 c/o CIGNA Investments, Inc.

Attention: Private Securities Division - S-307
 900 Cottage Grove
Road
 Hartford, Connecticut 06152-2307
 Fax: (860)
726-7203
	  		  	
				
	 (4)
	  	Tax I.D. No.: 13-3574027	  		  	
				
	 (5)
	  	Nominee name: Cig & Co.	  		  	









							
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	 PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, PHOENIX INVESTMENT PARTNERS, LTD.
	  	Series	  	Principal Amount
	 (1)
	  	 All payments on or in respect of the Notes to be made by bank wire transfer of Federal or other immediately available funds to:
  
 ABA: 021 000 021
 Chase Manhattan Bank, N.A.
 New York, NY
 Account. No. 900 9000 200
 Account Name: Income Processing
 G05689, Phoenix Home
 On Order of: Heritage Operating, L.P.
 PPN Number: [insert}
 7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate principal amount of $27,500,000 and payable to Phoenix Home Life Universal Portfolio c/o
Phoenix Investment Partners
	  	H	  	$1,500,000
				
	 (2)
	  	 All notices of such payments and other instructions and written confirmation of such wire transfer and all other notices and communications
to:
  
 Phoenix Home Life Mutual Insurance Company

 c/o Phoenix Investment Partners, LTD.
 56 Prospect Street
 Hartford, CT 06115-0480
 Attention: Private Placement Division
	  		  	
				
	 (3)
	  	 Tax I.D. No.: 06-0493340
	  		  	









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being Purchased
	PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, PHOENIX INVESTMENT PARTNERS, LTD.	  	Series	  	Principal Amount
	 (1)
	  	 All payments on or in respect of the Notes to be made by bank wire transfer of Federal or other immediately available funds to:
  
 ABA: 021 000 021
 Chase Manhattan Bank, N.A.
 New York, NY
 Account.
No. 900 9000 200
 Account Name: Income Processing G07185, Phoenix Home
 On Order of: Heritage Operating, L.P.
 PPN Number: [insert}
 7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate principal amount of $27,500,000 and PHL Confederated Life Insurance Company c/o Phoenix
Investment Partners
	  	H	  	$	1,500,000
				
	 (2)
	  	 All notices of such payments and other instructions and written confirmation of such wire transfer and all other notices and communications
to:
  
 Phoenix Home Life Mutual Insurance Company
 c/o Phoenix Investment Partners, LTD.
 56 Prospect Street
 Hartford, CT 06115-0480
 Attention: Private Placement Division
	  		  		
				
	 (3)
	  	Tax I.D. No.: 06-0493340	  		  		









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, PHOENIX INVESTMENT PARTNERS, LTD.	  	Series	  	Principal Amount
	(1)	  	 All payments on or in respect of the Notes to be made by bank wire transfer of Federal or other immediately available funds to:
  
 ABA: 021 000 021
 Chase Manhattan Bank, N.A.
 New York, NY
 Account.
No. 900 9000 200
 Account Name: Income Processing G05123, Phoenix Home
 On Order of: Heritage Operating, L.P.
 PPN Number: [insert}
 7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate principal amount of $27,500,000 and payable to Phoenix Home Life General Account/Closed Block
Portfolio
	  	H	  	$	2,000,000
				
	 (2)
	  	 All notices of such payments and other instructions and written confirmation of such wire transfer and all other notices and communications
to:
  
 Phoenix Home Life Mutual Insurance Company
 Phoenix Investment Partners, LTD.
 c/o 56 Prospect Street
 Hartford, CT 06115-0480
 Attention: Private Placement Division
	  		  		
				
	(3)	  	Tax I.D. No.: 06-0493340	  		  		









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	C.M. LIFE INSURANCE COMPANY c/o MASSACHUSETTS MUTAL LIFE INSURANCE COMPANY	  	Series	  	Principal Amount
	(1)	 	 All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds
(identifying each payment as “Heritage Operating, L.P., 7.21% Series G Senior Secured Notes due May 15, 2008, PPN [insert], interest and principal”) to:
  
 Citibank, N.A.
 111 Wall Street
 New York, NY 10043
 ABA
No. 021000089
 For Segment 43 - Universal Life
 Account
No. 4068-6561
 7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate principal amount of $26,500,000 and payable to C.M. Life
Insurance Company c/o Massachusetts Mutual Life Insurance Company
	  	G	  	$	1,000,000
				
	 (2)
	 	 Telephone advice of payment to:
  
 Securities Custody and Collection Department
 David L. Babson &
Company
 Phone: (413) 744-5104 or (413) 744-5718
	  		  		
				
	 (3)
	 	 Send notices on payments to:
  
 C.M. Life Insurance Company
 c/o David L. Babson & Company,
Inc.
 1295 State Street
 Springfield, MA 01111
 Attention: Securities Custody and Collection
 Department -
F381
	  		  		
				
	 (4)
	 	 Send all other communications and notices to:
  
 C.M. Life Insurance Company
 c/o David L. Babson & Company,
Inc.
 1295 State Street
 Springfield, MA 01111
 Attention: Securities Investment Division
	  		  		
				
	(5)	 	Tax I.D. No.: 06-1041383	  		  		









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	MASSACHUSETTS MUTAL LIFE INSURANCE COMPANY	  	Series	  	Principal Amount
	(1)	 	 All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds
(identifying each payment as “Heritage Operating, L.P., 7.21% Series G Senior Secured Notes due May 15, 2008, PPN [insert], interest and principal”) to:
  
 Chase Manhattan Bank, N.A.
 4 Chase MetroTech Center
 New York, NY 10081
 ABA No. 021000021
 For MassMutual IFM Non-Traditional
 Account No. 910-2509073
 7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate principal amount of
$26,500,000 and payable to Massachusetts Mutual Life Insurance Company
	  	G	  	$	1,000,000
				
	 (2)
	 	 Telephone advice of payment to:
  
 Securities Custody and Collection Department
 David L. Babson &
Company
 Phone: (413) 744-5104 or (413) 744-5718
	  		  		
				
	 (3)
	 	 Send notices on payments to:
  
 Massachusetts Mutual Life Insurance Company
 c/o David L. Babson &
Company, Inc.
 1295 State Street
 Springfield, MA
01111
 Attention: Securities Custody and Collection
 Department -
F381
	  		  		
				
	 (4)
	 	 Send all other communications and notices to:
  
 Massachusetts Mutual Life Insurance Company
 c/o David L. Babson &
Company, Inc.
 1295 State Street
 Springfield, MA
01111
 Attention: Securities Investment Division
	  		  		
				
	(5)	 	Tax I.D. No.: 04-1590850	  		  		









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY	  	Series	  	Principal Amount
	(1)	  	 All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds
(identifying each payment as “Heritage Operating, L.P., 7.21% Series G Senior Secured Notes due May 15, 2008, PPN [insert], interest and principal”) to:
  
 Chase Manhattan Bank, N.A.
 4 Chase MetroTech Center
 New York, NY 10081
 ABA No. 021000021
 For MassMutual Pension Management
 Account No. 910-2594018
 7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate principal amount of
$26,500,000 and payable to Massachusetts Mutual Life Insurance Company
	  	G	  	$	1,000,000
				
	 (2)
	  	 Telephone advice of payment to:
  
 Securities Custody and Collection Department
 David L. Babson &
Company
 Phone: (413) 744-5104 or (413) 744-5718
	  		  		
				
	 (3)
	  	 Send notices on payments to:
  
 Massachusetts Mutual Life Insurance Company
 c/o David L. Babson &
Company, Inc.
 1295 State Street
 Springfield, MA
01111
 Attention: Securities Custody and Collection Department - F381
	  		  		
				
	 (4)
	  	 Send all other communications and notices to:
  
 Massachusetts Mutual Life Insurance Company
 c/o David L. Babson &
Company, Inc.
 1295 State Street
 Springfield, MA
01111
 Attention: Securities Investment Division
	  		  		
				
	(5)	  	Tax I.D. No.: 04-1590850	  		  		









								
	 Name of Purchaser
	  	Series and Principal Amount
of Notes being
Purchased
	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY	  	Series	  	Principal Amount
	 (1)
	 	 All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds,
(“identifying each payment as “Heritage Operating, L.P., 7.21% Series G Senior Secured Notes due May 15, 2008, PPN [insert], interest and principal”), to:
  
 Citibank, N.A.
 111 Wall Street
 New York, NY 10043
 ABA
No. 021000089
 For MassMutual Long-Term Pool
 Account
No. 4067-3488
 7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate principal amount of $26, 500,000 and payable to Massachusetts
Mutual Life Insurance Company
	  	G	  	$	4,000,000
				
	 (2)
	 	 Telephone advice of payment to:
  
 Securities Custody and Collection Department
 David L. Babson &
Company
 Phone: (413) 744-5104 or (413) 744-5718
	  		  		
				
	 (3)
	 	 Send notices on payments to:
  
 Massachusetts Mutual Life Insurance Company
 c/o David L. Babson &
Company, Inc.
 1295 State Street
 Springfield, MA
01111
 Attention: Securities Custody and Collection
 Department -
F381
	  		  		
				
	 (4)
	 	 Send all other communications and notices to:
  
 Massachusetts Mutual Life Insurance Company
 c/o David L. Babson &
Company, Inc.
 1295 State Street
 Springfield, MA
01111
 Attention: Securities Investment Division
	  		  		
				
	 (5)
	 	Tax I.D. No.: 04-1590850	  		  		








 Exhibit A-7 
 HERITAGE OPERATING, L.P. 
         % Series
         Note 
 Due
                     
  

			
	 No.             
	  	May 24, 2001
		
	 $                    
	  	
		
	 PPN: 42726# AP 6
	  	

 HERITAGE OPERATING, L.P. a Delaware limited partnership (the “Company”) for value
received, hereby promises to pay to
                                        , or
registered assigns, on the      day of             ,          the principal amount of
            ($            ), and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the
principal amount from time to time remaining unpaid at the rate of     % per annum from the date hereof until maturity, payable quarterly on the 15th day of each February, May, August and November in each year commencing on
August 15, 2001, and at maturity. The Company agrees to pay interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and to, the extent permitted by law, on any overdue installment of interest,
payable quarterly as aforesaid (or, at the option of the holder hereof, on demand) at a rate per annum from time to time equal to the greater of (i) 9.89% or (ii) 2% over the rate of interest publicly announced by Morgan Guaranty Trust
Company in New York City as its “prime rate” until paid. Both the principal hereof and interest hereon are payable at the principal office of Morgan Guaranty Trust Company of New York, in New York, New York in coin or currency of the
United States of America which at the time of payment shall be legal tender for the payment of public and private debts. 
 This Promissory
Note is one of the     % Series      Notes due             ,          (the “Series
         Notes”) of the Company in the aggregate principal amount of $            issued under and pursuant to the terms and provisions of
the Note Purchase Agreement dated as of August 10, 2000 (the “Agreement”), entered into by the Company with the Initial Purchasers therein referred to, and a Supplemental Note Purchase Agreement dated as of May 24, 2001
entered into by the Company with the Supplemental Purchasers (as such term is defined in the Agreement) named therein. Under and pursuant to said Agreement the Company has heretofore issued Series A Notes, Series B Notes, Series C Notes, Series D
Notes, Series E Notes and Series F Notes, and intends to issue simultaneously with the Series I Notes, the Series G Notes and Series H Notes in the aggregate (the “Issued Notes”) (the Issued Notes and the Series
     Notes are hereinafter collectively referred to as the “Notes”). The aggregate principal amount of all notes issued under the Agreement shall not exceed
$            . This Series      Note and the holder hereof are entitled equally and ratably with the holders of all other Notes outstanding under the Agreement to all
the benefits provided for thereby or referred to therein. Reference is hereby made to the Agreement for a statement of such rights and benefits. 







 This Series      Note and the other Notes outstanding under the Agreement may be
declared due prior to their expressed maturity dates, all in the events, on the terms and in the manner and amounts as provided in the Agreement. 
 The Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in the Agreement,
including the Supplemental Note Purchase Agreement. 
 This Series      Note is secured pursuant to the Security
Agreement (as defined in the Agreement) and, subject to the Intercreditor Agreement (as defined in the Agreement), is entitled to the benefits thereof. 
 This Series      Note is registered on the books of the Company and is transferable only by surrender thereof at the principal office of the Company duly endorsed or accompanied by a written
instrument of transfer duly executed by the registered holder of this Series      Note or its attorney duly authorized in writing. Payment of or on account of principal, premium, if any, and interest on this Series
     Note shall be made only to or upon the order in writing of the registered holder. 
 This Series
     Note shall be governed by the laws of the State of New York. 
  

			
	HERITAGE OPERATING, L.P.
		
	 By:
	 	  

		
	 By:
	 	  

	 Name:
	 	  

	 Title: