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Preview Full Doc	2002	Agreement of Purchase and Sale Agreement of Purchase and Sale (101K) Doc #254780: Click preview link for longer preview. AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made by and between CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), CEDAR INCOME FUND PARTNERSHIP, L.P.,, a Delaware limited partnership ("Purchaser"), as of the "Effective Date" (as defined below). Article I. Property -------- Seller hereby agrees to sell, and Purchaser hereby agrees to buy, all of the following property: (a) a parcel of real property (the "Land"), located in the Borough of Camp Hill, Township of East Pennsboro, County of Cumberland, and Commonwealth of Pennsylvania, more particularly described on Exhibit A attached to this Agreement, containing approximately 45 acres; (b) the buildings and other improvements located on the Land, (collectively, the "Improvements") including, without limitation, a shopping center containing approximately 522,629 square feet of gross rentable space, generally known as "Camp Hill Mall", together with all rents, issues, profits, appurtenant easements, and other rights, parking areas, tenements and hereditaments belonging or pertaining to the Land or the Improvements (the Land and the Improvements are referred to herein, collectively, as the "Real Property"); and (c) all fixtures, equipment, leases, licenses, trade names, permits, franchises, license agreements, and equipment leases (all to the extent any of the foregoing are assignable by Seller), and other personal property (both tangible and intangible, including, without limitation, any service and maintenance agreements that Purchaser has agreed to assume pursuant to the terms of this Agreement, but shall exclude the property management agreement, which shall be terminated) owned by Seller and used in the operation or management of the Real Property (the "Personal Property") (collectively, the Real Property and the Personal Property are sometimes referred to herein as the "Property"). Page 1 {PAGE} Article II. Purchase Price and Deposits --------------------------- The purchase price which the Purchaser agrees to pay and the Seller agrees to accept for the Property shall be the sum of Seventeen Million Two Hundred Thousand and No/100 Dollars ($17,200,000.00) (hereinafter referred to as the "Purchase Price"), subject to adjustment as provided in Article V hereof, payable as follows: (a) An earnest money deposit (the "Earnest Deposit") of Two Hundred Thousand and No/100 Dollars ($200,000.00), in cash, to be deposited with New York Land Services, Inc. (sometimes referred to herein as "Escrow Holder" or the "Title Company") at the office set forth in the section entitled "Notices" below, within three (3) business days after execution hereof by both parties, such amount to be held in escrow and deposited in an interest-bearing account; and (b) An additional earnest money deposit (the "Additional Deposit") of Two Hundred Thousand and No/100 Dollars ($200,000.00), in cash, to be deposited by Purchaser with the Escrow Holder within three (3) business days after expiration of the Feasibility Period (hereinafter defined), such amount to be held in escrow and deposited in an interest-bearing account (the Additional Deposit and the Earnest Deposit, together with interest thereon, will be collectively referred to hereinafter as the "Deposit"); and (b) The balance of the Purchase Price shall be paid at time of Closing by Federal wire transfer, with the transfer of funds to Seller to be completed by 2:00 P.M. Eastern Time on the day of the Closing. As used in this Agreement, the term "Eastern Time" shall be deemed to mean Eastern Standard Time or Eastern Daylight Time, as applicable. The Deposit shall be paid to Seller at the Closing as a credit against the Purchase Price. Purchaser shall provide the Escrow Holder with its tax identification number, and all interest shall be for Purchaser's account for tax purposes. In addition to the Deposit, Purchaser shall deliver three (3) fully executed originals of this Agreement to the Escrow Holder immediately after execution by both parties. The date of delivery of the originals shall be acknowledged by the Escrow Holder on all three, and such date shall be the "Effective Date" of this Agreement. The Escrow Holder shall retain one (1) original of this Agreement and deliver one (1) original hereof to each of Purchaser and Seller. 254780	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; Cedar Bay Realty Cedar Bay Realty Advisors, Inc. ( Real Estate ) As referenced in this Agreement of Purchase and Sale: Cedar Bay Realty Advisors, – they have theretofore specified by written notice delivered in accordance herewith: Page 19 {PAGE} PURCHASER: Cedar Income Fund Partnership, L.P. c/o Cedar Bay Realty Advisors, Inc. 44 South Bayles Ave. Port Washington, NY 11050 Attn: Leo S. Ullman Phone: 516 944-4525 Fax: 516 944-6497 with _____________ Cedar Bay Realty Advisors, – South Bayles Ave. Port Washington, NY 11050 Attn: Leo S. Ullman Phone: 516 944-4525 Fax: 516 944-6497 with a copy to: Cedar Bay Realty Advisors, Inc. 44 South Bayles Avenue Port Washington, NY 11050 Attn: Stuart H. Widowski, Esq. Phone: 516-944-4529 Fax: 516-767-6497 _____________ dt 112607 ; CIFP Cedar Income Fund Partnership, LP ( Miscellany ) As referenced in this Agreement of Purchase and Sale: CEDAR INCOME FUND PARTNERSHIP, – SALE THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made by and between CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), CEDAR INCOME FUND PARTNERSHIP, L.P.,, a Delaware limited partnership ("Purchaser"), as of the "Effective Date" (as defined below). Article I. Property -------- Seller hereby agrees to _____________ Cedar Income Fund Partnership, – their respective addresses set forth below or as they have theretofore specified by written notice delivered in accordance herewith: Page 19 {PAGE} PURCHASER: Cedar Income Fund Partnership, L.P. c/o Cedar Bay Realty Advisors, Inc. 44 South Bayles Ave. Port Washington, NY 11050 Attn: Leo S. Ullman Phone: _____________ CEDAR INCOME FUND PARTNERSHIP, – which banks are closed in Pennsylvania. [SIGNATURES ON FOLLOWING PAGES] Page 25 {PAGE} EXECUTED BY PURCHASER this _____ day of ______________, 2002. PURCHASER: CEDAR INCOME FUND PARTNERSHIP, L.P. INC., a Delaware limited partnership By: Cedar Income Fund, Ltd., a Maryland corporation, general partner By: ______________________________ Name: Title: [SIGNATURES _____________ CEDAR INCOME FUND PARTNERSHIP, – YORK LAND SERVICES, INC. By: _______________________________ Name: Title: Page 28 {PAGE} AGREEMENT OF PURCHASE AND SALE BETWEEN CONNECTICUT GENERAL LIFE INSURANCE COMPANY AND CEDAR INCOME FUND PARTNERSHIP, L.P. Camp Hill Mall Camp Hill Pennsylvania {PAGE} TABLE OF CONTENTS Page ---- Article 1 Property 1 Article 2 Purchase Price and _____________ Cedar Income Fund Partnership, – Lease"), a true correct and complete copy of which is attached hereto, hereby ratifies the above-referenced lease (the "Lease") and certifies to Cedar Income Fund Partnership, L.P., its successors and assigns ("Purchaser"), as Purchaser of the real property known as "Camp Hill Mall" (the "Premises"), as follows: _____________ dt 109101 ;	Cedar Shopping Cedar Shopping Centers Inc. ; CIGNA CIGNA Corp. ( Accident & Health Insurance ) As referenced in this Agreement of Purchase and Sale: CIGNA Corp – 11C 280 Trumbull Street Hartford, CT 06103 Attn: Stephen J. Olstein Phone: 860 534-5145 Fax: 860 534-4274 with a copy to: CIGNA Corp oration c/o CIGNA Retirement and Investment Services. Real Estate Law, H-11F 280 Trumbull Street Hartford, CT 06103 Attn: Lisa C. Riccio, _____________ dt 147980 ; More...
Preview Full Doc	2002	Agreement of Purchase and Sale [Amendment No. 1] Agreement of Purchase and Sale [Amendment No. 1] (3K) Doc #254781: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10 {SEQUENCE}4 {FILENAME}ex10-2.txt {DESCRIPTION}EXHIBIT 10.2 {TEXT} {PAGE} FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE ------------------------------------------------- This First Amendment to Agreement of Purchase and Sale ("First Amendment") is made this 12th day of September, 2002 by and between Connecticut General Life Insurance Company ("Seller") and Cedar Income Fund Partnership, L.P. ("Buyer"). WHEREAS, pursuant to that certain Agreement of Purchase and Sale between Seller and Buyer effective August 14, 2002 ("Agreement"), Seller agreed to sell and Buyer agreed to purchase certain property situated in Camp Hill, Pennsylvania, in accordance with, and as more particularly described in, the Agreement. WHEREAS, Seller and Buyer desire to amend the Agreement as set forth herein. NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter contained, Seller and Buyer, intending to be legally bound, hereby agree to modify the Agreement as follows: 1. Any capitalized term used herein shall have the meaning ascribed to it in the Agreement, unless expressly set forth to the contrary herein. 2. The Closing Date shall be October 31, 2002. 3. Buyer waives its right to terminate the Agreement under Section 6.3 (Feasibility Period). 4. This First Amendment shall be binding upon the parties hereto and their respective heirs, executors, successors, administrators and permitted assigns. 5. This First Amendment may be executed in counterparts, which together, shall constitute one single agreement of the parties, and may be delivered by facsimile transmission of an executed counterpart hereof. 6. In the event of any conflict between the terms of the Agreement and the terms of this First Amendment, the terms of this First Amendment shall control. 7. Except as otherwise specifically modified by this First Amendment, all of the other terms and conditions of the Agreement shall remain unmodified and in full force and effect. {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first above written. WITNESS: SELLER: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation By: CIGNA Investments, Inc., a Delaware corporation, its authorized signatory _______________________ By:________________________________ Name: Title: WITNESS: PURCHASER: CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership By: Cedar Income Fund, Ltd., a Maryland corporation, general partner _______________________ By:________________________________ Name: Title: {/TEXT} {/DOCUMENT} 254781	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; CIFP Cedar Income Fund Partnership, LP ( Miscellany ) As referenced in this Agreement of Purchase and Sale [Amendment No. 1]: Cedar Income Fund Partnership, – Purchase and Sale ("First Amendment") is made this 12th day of September, 2002 by and between Connecticut General Life Insurance Company ("Seller") and Cedar Income Fund Partnership, L.P. ("Buyer"). WHEREAS, pursuant to that certain Agreement of Purchase and Sale between Seller and Buyer effective August 14, 2002 ("Agreement"), _____________ CEDAR INCOME FUND PARTNERSHIP, – LIFE INSURANCE COMPANY, a Connecticut corporation By: CIGNA Investments, Inc., a Delaware corporation, its authorized signatory _______________________ By:________________________________ Name: Title: WITNESS: PURCHASER: CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership By: Cedar Income Fund, Ltd., a Maryland corporation, general partner _______________________ By:________________________________ Name: Title: {/TEXT} {/ _____________ dt 109102 ;	Cedar Shopping Cedar Shopping Centers Inc. ; Cigna Cigna Investments, Inc. ( Financial ) As referenced in this Agreement of Purchase and Sale [Amendment No. 1]: CIGNA Investments, – have executed this First Amendment as of the date first above written. WITNESS: SELLER: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation By: CIGNA Investments, Inc., a Delaware corporation, its authorized signatory _______________________ By:________________________________ Name: Title: WITNESS: PURCHASER: CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware _____________ dt 123623
Preview Full Doc	2002	Agreement of Purchase and Sale [Amendment No. 3] Agreement of Purchase and Sale [Amendment No. 3] (5K) Doc #254783: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10 {SEQUENCE}6 {FILENAME}ex10-4.txt {DESCRIPTION}EXHIBIT 10.4 {TEXT} {PAGE} THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE ------------------------------------------------- THIS THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") dated as of the 15th day of November, 2002, is made by and between CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), and CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Purchaser"). W I T N E S S E T H: WHEREAS, Seller and Purchaser have entered into that certain Agreement of Purchase and Sale having an Effective Date of August 14, 2002, as amended by that certain First Amendment to Agreement of Purchase and Sale between the parties made September 12, 2002 and that Second Amendment to Agreement of Purchase and Sale between the parties made October 31, 2002, pertaining to certain improved real property located in Camp Hill, Pennsylvania, as more particularly described therein (as amended, the "Agreement"); and WHEREAS, Seller and Purchaser hereby desire to amend the Agreement as hereinafter set forth: NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Seller and Purchaser hereby agree as follows: 1. All capitalized terms used herein shall have the same meaning as defined in the Agreement, unless otherwise defined in this Amendment. 2. The Closing Date is hereby changed to on or before November 20, 2002, with the transfer of funds to Seller to be completed before 2:00 p.m. Eastern Time. In the event the transfer of funds to Seller is completed after 2:00 p.m. on the Closing Date, Purchaser shall pay to Seller such amount as is reasonably calculated by Seller to be the loss in the rate of return of investment of the sale proceeds for the date of closing, due to Seller's investment of such funds after 2:00 p.m. 3. Purchaser shall pay to Seller an extension fee equal to $2,500.00 multiplied by the number of days from November 15, 2002 until the Closing (the "Extension Fee"). For example: If the closing occurs before 2:00 p.m. on November 20, 2002, the Extension Fee shall be $12,500.00. 4. In the event receivables due from the Four Seasons Diner tenant are not paid in full prior to the Closing, such receivables shall be for the benefit of Purchaser from and after the Closing, and Seller shall have no right or interest therein. This provision shall survive the Closing and the delivery and acceptance of the Deed. 5. Except as specifically amended hereby, the Agreement shall remain unmodified, in full force and effect, and enforceable in accordance with its terms. Page 1 {PAGE} 6. This Amendment shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, without regard for or application of any conflicts of laws provisions thereof. 7. Except as may be specifically provided herein, this Amendment shall in no way be construed to relieve either party of any obligation or liability under the Agreement. In the event that a provision of the Agreement conflicts or is inconsistent with a provision of this Amendment, the provisions of this Amendment shall control. 8. No further amendments or modifications to the Agreement will be valid unless in writing and executed by both Seller and Purchaser. 9. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement. To facilitate execution of this Amendment, the parties may execute and exchange facsimile counterparts of the signature pages, and facsimile counterparts shall serve as originals. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. SELLER: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation By: CIGNA Investments, Inc. By: __________________________ Name: Title: PURCHASER: CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership By: ________________________________ Name: Title: Page 2 {/TEXT} {/DOCUMENT} 254783	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; CIFP Cedar Income Fund Partnership, LP ( Miscellany ) As referenced in this Agreement of Purchase and Sale [Amendment No. 3]: CEDAR INCOME FUND PARTNERSHIP, – as of the 15th day of November, 2002, is made by and between CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), and CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Purchaser"). W I T N E S S E T H: WHEREAS, Seller and Purchaser have _____________ CEDAR INCOME FUND PARTNERSHIP, – the date first above written. SELLER: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation By: CIGNA Investments, Inc. By: __________________________ Name: Title: PURCHASER: CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership By: ________________________________ Name: Title: Page 2 {/TEXT} {/DOCUMENT} _____________ dt 109104 ;	Cedar Shopping Cedar Shopping Centers Inc. ; Cigna Cigna Investments, Inc. ( Financial ) As referenced in this Agreement of Purchase and Sale [Amendment No. 3]: CIGNA Investments, – parties hereto have executed this Amendment as of the date first above written. SELLER: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation By: CIGNA Investments, Inc. By: __________________________ Name: Title: PURCHASER: CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership By: ________________________________ Name: Title: Page 2 {/ _____________ dt 123625
Preview Full Doc	2002	Assignment and Assumption of Leases and Security Deposits Assignment and Assumption of Leases and Security Deposits (9K) Doc #254797: Click preview link for longer preview. ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS (this "Assignment") is executed as of this _____ day of November, 2002, by CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), and CEDAR-CAMP HILL, LLC, a Delaware limited liability company ("Purchaser"). Purchaser is this day purchasing from Seller and Seller is conveying to Purchaser the real property described on Exhibit A attached hereto and made a part hereof together with all improvements thereon and appurtenances thereto (herein called the "Property"). The Property is occupied by various tenants (herein called the "Tenants") claiming under written space leases listed and described on Exhibit B attached hereto and made a part hereof (the "Leases"). Seller has required certain of the Tenants to pay and has collected from such Tenants a security or other deposit, a list of which deposits and the Tenants from whom the deposits were collected being set forth on Exhibit B attached hereto and made a part hereof (herein the total of all such deposits are referred to as the "Security Deposits"). Seller desires to transfer and assign all of Seller's right, title and interest in and to: (i) the Leases and (ii) the Security Deposits. NOW, THEREFORE in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby transfers and assigns to Purchaser, effective as of the date hereof, all right, title and interest of Seller in and to: (i) the Leases (including, without limitation, all rights of Seller as landlord in connection with and respecting any and all claims against tenants in bankruptcy and any and all landlord rights to vote in connection therewith), and (ii) the 254797	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; CIFP Cedar Income Fund Partnership, LP ( Miscellany ) As referenced in this Assignment and Assumption of Leases and Security Deposits: Cedar Income Fund Partnership, – disposal of hazardous materials, such matters being governed solely by the terms of that certain Agreement of Purchase and Sale between Seller and Cedar Income Fund Partnership, L.P. having an Effective Date (as defined therein) of August 14, 2002, as amended by that certain First Amendment to Agreement _____________ Cedar Income Fund Partnership, – of Purchase and Sale dated October 31, 2002, and Third Amendment to Agreement of Purchase and Sale dated as of November 15, 2002, Cedar Income Fund Partnership, L.P.'s interest in which was assigned to Purchaser on the date hereof. {PAGE} Purchaser on behalf of itself, its successors _____________ dt 109117 ; Cedar Shopping Cedar Shopping Centers Inc. ;	Cedar-Camp Hill Cedar-Camp Hill, LLC ( Miscellany ) As referenced in this Assignment and Assumption of Leases and Security Deposits: CEDAR-CAMP HILL, – this "Assignment") is executed as of this _____ day of November, 2002, by CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), and CEDAR-CAMP HILL, LLC, a Delaware limited liability company ("Purchaser"). Purchaser is this day purchasing from Seller and Seller is conveying to Purchaser the real _____________ CEDAR-CAMP HILL, – COMPANY, a Connecticut corporation By: CIGNA Investments, Inc., a Delaware corporation, its authorized agent By: ------------------------------ Name: Stephen J. Olstein Title: Managing Director PURCHASER: CEDAR-CAMP HILL, LLC, a Delaware limited liability company By: -------------------------------------- Name: Leo S. Ullman Title: President {PAGE} EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF LEASES _____________ dt 112743 ; Cigna Cigna Investments, Inc. ( Financial ) As referenced in this Assignment and Assumption of Leases and Security Deposits: CIGNA Investments, – NEXT PAGE] {PAGE} EXECUTED as of the day and year first written above. SELLER: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation By: CIGNA Investments, Inc., a Delaware corporation, its authorized agent By: ------------------------------ Name: Stephen J. Olstein Title: Managing Director PURCHASER: CEDAR-CAMP HILL, LLC, a Delaware _____________ dt 123627
Preview Full Doc	2002	Deed Deed (13K) Doc #254799: Click preview link for longer preview. DEED ---- THIS INDENTURE made the __ day of November in the year of our Lord two thousand and two (2002), BETWEEN CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation (hereinafter called the "Grantor"), of the one part, and CEDAR-CAMP HILL, LLC, a Delaware limited liability company (hereinafter called the "Grantee"), of the other part, WITNESSETH that the Grantor for and in consideration of the sum of Seventeen Million Two Hundred . . . 254799	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; Cedar Shopping Cedar Shopping Centers Inc. ; Cedar-Camp Hill Cedar-Camp Hill, LLC ( Miscellany ) As referenced in this Deed: CEDAR-CAMP HILL, – two thousand and two (2002), BETWEEN CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation (hereinafter called the "Grantor"), of the one part, and CEDAR-CAMP HILL, LLC, a Delaware limited liability company (hereinafter called the "Grantee"), of the other part, WITNESSETH that the Grantor for and in consideration _____________ dt 112745 ;	Consolidated Consolidated Water Co. Ltd. ( Water Utilities ) As referenced in this Deed: Consolidated Water Co. – 777. Right of Way Agreement to The United Gas Improvement Company as set forth in Misc. Book 140, Page 263. Misc. of Easement and Right of Way granted to Riverton Consolidated Water Co. as set forth in Misc. Book 109, Page 540 and in Misc. Book 142, Page 172. Rights granted to The Bell Telephone Company of Pennsylvania in Misc. Book 131, _____________ dt 1499054 ; Cigna Cigna Investments, Inc. ( Financial ) As referenced in this Deed: CIGNA Investments, – day and year first above written. SEALED AND DELIVERED IN THE PRESENCE OF US: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut Corporation By: CIGNA Investments, Inc., a Delaware Corporation, its authorized agent By: ----------------------------------------------- Name: Stephen J. Olstein Title: Managing Director -3- {PAGE} STATE OF CONNECTICUT : :SS COUNTY _____________ CIGNA Investments, – __ day of November, 2002, before me, the undersigned, personally appeared Stephen J. Olstein who acknowledged himself to be the Managing Director of CIGNA Investments, Inc., a Delaware corporation, and the authorized agent of CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation, and that he in such _____________ dt 123629
Preview Full Doc	1998	Standard Business Park Lease Standard Business Park Lease (72K) Doc #140059: Click preview link for longer preview. STANDARD BUSINESS PARK LEASE THIS LEASE (hereinafter called the "Lease"), executed in duplicate, is entered into this 3rd day of April 1997, by and between CONNECTICUT GENERAL LIFE INSURANCE COMPANY entering into this agreement on behalf of its Separate Account R. Separate Account R is a separate account as defined in Sec. 3(17) of the Employee Retirement Income Security Act of 1974. Only the assets of such fund shall be bound for obligations of Separate Account R and no report shall be had to any other assets of Connecticut General Life Insurance Company, hereinafter called "Lessor", and CARDIAC SCIENCE, INC., a Delaware Corporation hereinafter called "Lessee". Lessor and Lessee hereby agree as follows: 1. LEASED PREMISES. Lessor hereby lets and demises to Lessee, and Lessee hereby hires from Lessor, on the terms, covenants, and conditions set forth herein, those premises designated in Exhibit "A" attached hereto and incorporated herein, hereinafter called the "Leased Premises", know as and located at: 1176 Main Street, Suites B/C, Irvine, California 92614 (5,365 square feet), being a portion of a building, hereinafter called the "Building", located individually or as a group of contiguous buildings including the land and all improvements thereon, hereinafter called the "Business Park", other portions of which building and which business park shall from time to time be leased by Lessor to other Lessees. 2. TERM. The term of this Lease (the "Lease Term") shall be for thirty-six (36) months commencing on May 1, 1997 and ending April 30, 2000. 3. LATE OR EARLY DELIVERY OF POSSESSION. In the event that Lessor is unable to deliver possession of the Leased Premises to Lessee on the above stated commencement date for any reason whatsoever, Lessor shall not be subject to any liability for loss or damages resulting therefrom, nor shall the validity of this Lease be affected nor the term thereof extended, but under such circumstances there shall be a proportionate reduction in rent to cover the period of time from the above stated commencement date to the date that possession of the Leased Premises is tendered to Lessee: provided, however, that if possession of the Leased Premises is not tendered by Lessor to Lessee within ninety (90) days following the above stated commencement date, then at any time after the ninety (90) day period and prior to tender by Lessor of possession. Lessee may terminate this Lease by delivery of written notice of such termination to Lessor, and thereupon all rights and obligations hereunder of both parties shall cease. If Lessor is able to deliver possession of the Leased Premises to Lessee prior to the above stated commencement date and Lessee accepts such early possession, the ending date of the Lease Term shall not be affected but the Lease Term shall be extended so as to advance the commencement date to the date of early acceptance of possession, and Lessee shall pay Lessor, at the time Lessee takes possession, a proportionate increase in rent to cover such additional period of time. The Leased Premises shall be deemed to have been delivered to Lessee upon Lessor's tender of the Leased Premises in a substantially complete condition, subject to minor punch list items. 4. RENT. (a) Lessee agrees to pay to Lessor, at such place as Lessor may designate, without deduction, offset, prior notice or demand, the minimum rent for the Leased Premises during the Lease Term of one hundred ninety-six thousand nine hundred fifty-six dollars and no/100 DOLLARS ($196,956) in lawful money of the United States, payable in monthly installments of five thousand two hundred fifty-eight dollars and no/100 DOLLARS ($5,258.00). All payments of rent shall be due and payable in advance on the first day of each calendar month during the Lease Term. Lessee acknowledges and agrees that Lessor will not be required to send monthly statements or invoices as a condition of Lessee's obligation of timely payment of rent under this Lease, and that Lessee shall not have any right of offset against any rent coming due under this Lease. Rent payments are to be made by check payable to MAIN & REDHILL BUSINESS CENTER MANAGEMENT ACCOUNT and mailed care of Davis Developments, 1420 Bristol Street North, Suite 100, Newport Beach, CA 92660 to reach that office by the first of each month. Base Rent Schedule Section 46 (b) Lessee acknowledges that late payment by Lessee to Lessor of rent or other sums due hereunder will cause Lessor to incur costs in excess of those contemplated by this Lease, the exact amount of which would be extremely difficult and impractical to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Lessor by the terms of any mortgage or deed of trust covering the Leased Premises. Therefore, in the event that Lessee should fail to pay any installment of rent or any other sum due under this lease after such amount is due, Lessee shall pay to Lessor as additional rent a late charge equal to six percent (6%) of each such installment or other sum. (c) Should any payment be made by a check, and following its deposit by Lessor such check is returned for any reason, Lessee hereby agrees to pay to Lessor, as additional rent, a service charge of FIFTEEN DOLLARS ($15.00). (d) The Leased Premises described in paragraph 1 above includes the construction by Lessor of the tenant improvements set forth in the Tenant Improvement Schedule attached hereto as EXHIBIT "B", and incorporated herein in the event that Lessee requests Lessor to construct or to permit the construction of additional tenant improvements and Lessor agrees to permit such additional tenant improvements, all as provided by paragraph 8 below. Lessee agrees that the rent shall be increased by a sum to be determined by the parties prior to construction of the additional tenant improvements. 140059	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; Cardiac Science Cardiac Science, Inc. ( Medical Equipment & Supplies ) As referenced in this Standard Business Park Lease: CARDIAC SCIENCE, INC – fund shall be bound for obligations of Separate Account R and no report shall be had to any other assets of Connecticut General Life Insurance Company, hereinafter called "Lessor", and CARDIAC SCIENCE, INC ., a Delaware Corporation hereinafter called "Lessee". Lessor and Lessee hereby agree as follows: 1. LEASED PREMISES. Lessor hereby lets and demises to Lessee, and Lessee hereby hires from Lessor, _____________ CARDIAC SCIENCE, INC – If none, so state in the following space ___________________________. IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the day and year first above written. "LESSOR" "LESSEE" CARDIAC SCIENCE, INC ., Connecticut General Life Insurance Company ---------------------------------- is entering into this agreement on behalf a Delaware Corporation of its Separate Account R. Separate Account R is a separate account as defined _____________ CARDIAC SCIENCE, INC – 1". {PAGE} [BUSINESS CENTER MAP] MAIN & REDHILL BUSINESS CENTER IRVINE INDUSTRIAL COMPLEX IRVINE, CALIFORNIA 92714 EXHIBIT "A" Initials: RWC -------- -------- {PAGE} DATE: April 3, 1997 PROJECT: Main & Redhill Business Center LESSEE: CARDIAC SCIENCE, INC . UNIT ADDRESS: 1176 B/C Main Street ITEM: EXISTING IMPROVEMENTS ONLY - ---- xxx EXISTING IMPROVEMENTS PLUS THOSE SHOWN BELOW: - ---- WALLS: as-is CEILINGS: as-is DOORS: see Exhibit "B-1" _____________ dt 1338698 ;	Cigna Cigna Investments, Inc. ( Financial ) As referenced in this Standard Business Park Lease: CIGNA Investments, – President Company. ---------------------------- Connecticut General Life Insurance Company By on behalf of its Separate Account R. ------------------------------- By CIGNA INVESTMENT ADVISORY COMPANY, INC. Title --------------------------------------- ---------------------------- By: CIGNA Investments, Inc. By /s/ Stephen J. Olstein Mailing Address ------------------------------------- ------------------ STEPHEN J. OLSTEIN MANAGING DIRECTOR ------------------------------------- ---------------------------------- Phone ------------------------------------- ---------------------------- 46 Base Rent Schedule is as follows: May _____________ dt 123594
Preview Full Doc	2001	Lease Agreement Lease Agreement (64K) Doc #122044: Click preview link for longer preview. LEASE AGREEMENT PREMISES: Colony Center 2990 Gateway Drive Suite 500 Norcross, GA 30071 LESSOR: Connecticut General Life Insurance Company LESSEE: Computer Source, Inc. DATE: July 7, 1994 {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} Premises ....................................................................1 Term ........................................................................1 Rental ......................................................................1 Security Deposit ............................................................2 Use .........................................................................3 Lessor's Care ...............................................................3 Lessee's Care ...............................................................3 Inspections .................................................................3 Default and Remedies ........................................................4 Personalty of Lessee ........................................................5 Possession ..................................................................5 Utilities ...................................................................5 Assignment and Subletting ...................................................5 Destruction or Damage .......................................................6 Eminent Domain ..............................................................6 Alterations and Improvements ................................................6 Insurance ...................................................................7 Exterior Signs ..............................................................7 Attorney's Fees .............................................................7 Holding Over ................................................................7 Surrender of Premises .......................................................7 Notices .....................................................................8 Parties .....................................................................8 Parking Spaces and Driveways ................................................8 Subordination ...............................................................8 Governmental Orders .........................................................9 Improvements ................................................................9 Estoppel Certificates .......................................................9 Protective Covenants ........................................................9 Liability ...................................................................10 Time is of the Essence ......................................................10 Lessor's Estate .............................................................10 {/TABLE} {PAGE} {TABLE} {S} {C} Broker Indemnification ......................................................10 Rules and Regulations .......................................................10 Special Stipulations ........................................................11 {/TABLE} Exhibit "A" - Floor Plan Exhibit "B" - Property Description Exhibit "C" - Plans and Specifications Exhibit "D" - Rules and Regulations Exhibit "E" - Expansion Space Addendum Exhibit "F" - Tenant Signage Criteria {PAGE} STANDARD OFFICE LEASE FORM THIS LEASE AGREEMENT, (the "Lessor") is made this 7th day of July, 1994, by and between Connecticut General Life Insurance Company, on behalf of its separate Account R ("Lessor"); and Computer Source, Inc., a South Carolina Corporation (the "Lessee"). WITNESSETH: 1. PREMISES Lessor does hereby rent and lease to the Lessee, and Lessee does hereby rent and hire from Lessor, that certain space containing approximately 17,102 square feet of space, as shown on floor plan attached hereto as Exhibit A and incorporated hereby by this reference (such space being hereinafter referred to as the "Premises"). The Premises are located in Lessors' building (hereinafter referred to as the "Building") known as 2990 Gateway Drive Suite 500, Norcross, GA 30071 and which is referenced by property description in Exhibit "B" attached hereto. 2. TERM The term of this Lease shall be for a period of Sixty (60) months, commencing on August 15, 1994 (the "Commencement Date") and ending on August 14, 1999 (the "Termination Date") at midnight unless sooner terminated as hereunder provided or unless such commencement and termination dates are adjusted as herein provided. 3. RENTAL Lessee shall pay to Lessor at P.O. 102228, Atlanta Georgia 30368-0228, or at such other place Lessor may designate in writing, a Base Rental of See Paragraph #35, payable in equal monthly installments of -See Paragraph #35, to be paid without notice, demand, deduction, or offset on the first day of each calendar month in advance. Rental payments not received by Lessor within ten (10) calendar days after the due date thereof shall be subject to a late charge payable by Lessee in an amount equal to five percent (5%) of such past due rental. Lessee shall pay to Lessor an amount equal to Eight Thousand One Hundred Ninety Four Dollars and 71/100 ($8,194.71) on the date of Lessee's execution of this Lease. This amount shall be applied towards base rental due for the first (1st) month of this Lease Agreement. Rental for any portion of a month shall be on any other day other than the first day of any calendar month or end on any day other than the last day of any calendar month. (a) Commencing in the calendar year 1995 and continuing thereafter during each year of the term of this Lease, in the event Lessor's per square foot cost of real estate taxes, sanitary taxes, general and special assessments on the Building and on the land on which the Building is located increases above 1994 costs, then Lessee shall pay to Lessor as additional rent the amount of such increase. The term "taxes" shall include every type of tax, charge or impost assessed against the Building, or upon the land upon which the Building is located or upon the operation of the Building together with any and all reasonable costs protesting and reducing taxes and legal fees incident therewith, excepting only income taxes imposed upon Lessor. (b) Commencing in the calendar year 1995 and continuing thereafter during each year of the term of this Lease, in the event Lessor's per square foot cost of fire and casualty and liability insurance on the Building increases above 1994 costs, then Lessee shall pay to Lessor as additional rent the amount of such increase to Lessor computed by multiplying the number of square feet in Premises by the amount of such increase. The term "insurance" shall include all fire and extended casualty insurance on title Building and all liability coverage on the grounds, sidewalks, driveways, parking areas and any other exterior or interior areas, together with such other insurance protection as are from time to time reasonably deemed necessary by Lessor. (c) Lessor shall notify in writing, on or reasonably after Lessor's annual receipt of insurance and tax billings of the amount of any such increase over the preceding calendar year in insurance and taxes pursuant to paragraph 3(a) and 3(b) above, and Lessee shall pay the amount of such increase to Lessor as additional rent within thirty (30) days after delivery of such notice to Premises or receipt there-of by Lessee. Lessor shall make its reasonable efforts to ensure that taxes on the Building are as low as possible and that the fire and casualty and liability insurance is competitively priced. 122044	CGLI Connecticut General Life Insurance Co. ( Insurance ) As referenced in this Lease Agreement: Connecticut General Life Insurance – TYPE}EX-10 {SEQUENCE}11 {PAGE} EXHIBIT 10.6 LEASE AGREEMENT PREMISES: Colony Center 2990 Gateway Drive Suite 500 Norcross, GA 30071 LESSOR: Connecticut General Life Insurance Company LESSEE: Computer Source, Inc. DATE: July 7, 1994 {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} Premises ....................................................................1 Term ........................................................................1 Rental ......................................................................1 Security _____________ Connecticut General Life Insurance – Signage Criteria {PAGE} STANDARD OFFICE LEASE FORM THIS LEASE AGREEMENT, (the "Lessor") is made this 7th day of July, 1994, by and between Connecticut General Life Insurance Company, on behalf of its separate Account R ("Lessor"); and Computer Source, Inc., a South Carolina Corporation (the "Lessee"). WITNESSETH: 1. PREMISES Lessor _____________ Connecticut General Life Insurance – shall control. IN WITNESS WHEREOF, the parties herein have hereunto set their hands and seals, the day and year first above written. LESSOR: Connecticut General Life Insurance Company, on behalf of its separate Account R By: CIGNA Investments, Inc. By: /s/ Stephen J. Olstein ---------------------------------- Its: Managing Director --------------------------------- LESSEE: Computer Source, _____________ Connecticut General Life Insurance – of this 29th day of June, 1999 by and between Crocker Realty, L.P. (hereinafter referred to as "Lessor"), Successor in interest to Connecticut General Life Insurance Company, a Delaware limited liability company, and EMTEC, Inc., a New Jersey corporation (hereinafter referred to as "Lessee"), Successor in interest to Computer _____________ dt 112664 ; Emtec Emtec, Inc. ( Computer Services ) As referenced in this Lease Agreement: EMTEC INC/ – EMTEC INC/ NJ _____________ EMTEC, Inc. – of June, 1999 by and between Crocker Realty, L.P. (hereinafter referred to as "Lessor"), Successor in interest to Connecticut General Life Insurance Company, a Delaware limited liability company, and EMTEC, Inc. , a New Jersey corporation (hereinafter referred to as "Lessee"), Successor in interest to Computer Source, Inc., a South Carolina corporation. WITNESSETH: Whereas, Lessor's predecessor in interest and Lessee _____________ EMTEC, Inc. – Suite 320 Atlanta, GA 30339 Attn: Christopher L. Becker Senior Vice President Telephone: (770) 435-9900 Facsimile: (770) 435-7080 13 And change Lessee's address for notice to EMTEC, Inc. 817 East Gate Drive Mt. Laurel, NJ 08054 Attn: John P. Howlett Telephone: (609) 235-2121 Facsimile: (609) 235-1666 and change Lessor's representative (agent) address to: Lavista _____________ EMTEC, Inc. – Crocker Realty Trust, Inc., a Maryland corporation, its sole general partner By: /s/ Christopher L. Becker ------------------------------------ Name: Christopher L. Becker Title: Vice President [Corporate Seal] Lessee: Signed, Sealed and delivered EMTEC, Inc. , a New Jersey Corporation. in the presence of: By: /s/ John P. Howlett --------------------------------- /s/ Sam Bhatt Name: John P. Howlett --------------------------------- --------------------------------- Printed Name: Sam Bhatt Its: CEO ------------------ ---------------------------------- /s/ Robert T. _____________ dt 1852246 ;	Cigna Cigna Investments, Inc. ( Financial ) As referenced in this Lease Agreement: CIGNA Investments, – and seals, the day and year first above written. LESSOR: Connecticut General Life Insurance Company, on behalf of its separate Account R By: CIGNA Investments, Inc. By: /s/ Stephen J. Olstein ---------------------------------- Its: Managing Director --------------------------------- LESSEE: Computer Source, Inc., a South Carolina Corporation --------------------------------- By: (Illegible) ------------------------------ Its: President ----------------------------- Attest: -------------------------- _____________ dt 123588 ; Emtec Inc/nj
Preview Full Doc	2002	Bill of Sale and General Assignment Bill of Sale and General Assignment (10K) Doc #137036: Click preview link for longer preview. BILL OF SALE AND GENERAL ASSIGNMENT Concurrently with the execution and delivery hereof, CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Assignor"), is conveying to CEDAR-CAMP HILL, LLC, a Delaware limited liability company ("Assignee"), by Special Warranty Deed, that certain tract of land together with the improvements thereon (the "Property") lying and being situated in the Borough of Camp Hill, Township of East Pennsboro, County of Cumberland, and Commonwealth of Pennsylvania, and being more particularly described in Exhibit A, attached hereto and made a part hereof. It is the desire of Assignor to hereby assign, transfer, set over and deliver to Assignee all furnishings, fixtures, fittings, appliances, apparatus, equipment, machinery and other items of personal property, if any, affixed or attached to, or placed or situated upon, the Property, (except those not owned by Assignor) and any and all other incidental rights and appurtenances relating thereto, all as more fully described below in Sections 1 through 6 inclusive (collectively, the "Assigned Properties"); NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00) and other good and valuable consideration in hand paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged and confessed by Assignor, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee, its successors and assigns, effective as of the date hereof, all of the Assigned Properties, without warranty (whether statutory, express or implied), including, without limitation the following: 1. All furnishings, fittings, equipment, appliances, apparatus, machinery fixtures and all other items of every kind and character (both tangible and intangible), if any, owned by Assignor and located in or on the Property, including, without limitation, those items listed on Exhibit B attached hereto; 137036	CGLI Connecticut General Life Insurance Co. ( Insurance ) As referenced in this Bill of Sale and General Assignment: CONNECTICUT GENERAL LIFE INSURANCE – FILENAME}ex10-19.txt {DESCRIPTION}EXHIBIT 10.19 {TEXT} {PAGE} BILL OF SALE AND GENERAL ASSIGNMENT Concurrently with the execution and delivery hereof, CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Assignor"), is conveying to CEDAR-CAMP HILL, LLC, a Delaware limited liability company ("Assignee"), by Special Warranty Deed, that _____________ CONNECTICUT GENERAL LIFE INSURANCE – and Assignee have caused this Bill of Sale and General Assignment to be executed as of the _____ day of November, 2002. ASSIGNOR: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation By: CIGNA Investments, Inc., a Delaware corporation, its authorized signatory By ----------------------------------- Name: Stephen J. Olstein Title: Managing Director _____________ Connecticut General Life Insurance – 06 feet to a point the point of BEGINNING. BEING THE SAME PREMISES which Mid-Island Properties, Inc., a Pennsylvania Corporation, conveyed unto Connecticut General Life Insurance Company, a Connecticut Corporation, by deed dated November 10, 2000 and recorded November 15, 2000 in Record Book 233, Page 1140. BEING _____________ dt 112666 ; Cedar-Camp Hill Cedar-Camp Hill, LLC ( Miscellany ) As referenced in this Bill of Sale and General Assignment: CEDAR-CAMP HILL, – SALE AND GENERAL ASSIGNMENT Concurrently with the execution and delivery hereof, CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Assignor"), is conveying to CEDAR-CAMP HILL, LLC, a Delaware limited liability company ("Assignee"), by Special Warranty Deed, that certain tract of land together with the improvements thereon (the " _____________ CEDAR-CAMP HILL, – COMPANY, a Connecticut corporation By: CIGNA Investments, Inc., a Delaware corporation, its authorized signatory By ----------------------------------- Name: Stephen J. Olstein Title: Managing Director ASSIGNEE: CEDAR-CAMP HILL, LLC, a Delaware limited liability company By: --------------------------------------- Name: Leo S. Ullman Title: President {PAGE} EXHIBIT A TO BILL OF SALE AND GENERAL _____________ dt 112724 ;	Cigna Cigna Investments, Inc. ( Financial ) As referenced in this Bill of Sale and General Assignment: CIGNA Investments, – General Assignment to be executed as of the _____ day of November, 2002. ASSIGNOR: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation By: CIGNA Investments, Inc., a Delaware corporation, its authorized signatory By ----------------------------------- Name: Stephen J. Olstein Title: Managing Director ASSIGNEE: CEDAR-CAMP HILL, LLC, a Delaware _____________ dt 123590 ; Cedar Shopping Centers Inc.
Preview Full Doc	2002	Letter Agreement Re: Sale of Camp Hill Mall Letter Agreement Re: Sale of Camp Hill Mall (2K) Doc #254800: Click preview link for longer preview. CONNECTICUT GENERAL LIFE INSURANCE COMPANY 280 Trumbull Street Hartford, CT 06103 November 15, 2002 Cedar-Camp Hill, LLC c/o Cedar Bay Realty Advisors, Inc. 44 South Bayles Avenue Port Washington, NY 11050 ATTENTION: Leo S. Ullman Re: Sale of Camp Hill Mall (the "Property") Connecticut General Life Insurance Company to Cedar-Camp Hill, LLC Gentlemen: Attached to this letter as Exhibit A is a list of the receivables/delinquent rents at the Property (the "Receivables") as of the date of this letter (the "Closing Date"). The collection, receipt, disposition and distribution of the Receivables following the Closing Date shall be handled as "delinquent rents" in accordance with the provisions of Article V of the Purchase and Sale Agreement between Connecticut General Life Insurance Company (the "Seller") and Cedar Income Fund Partnership, L.P. (the "Original Purchaser") having an Effective Date (as defined therein) of August 14, 2002, as amended by First and Second Amendments to Purchase and Sale Agreement dated September 12, 2002 and October 254800	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; Cedar Bay Realty Cedar Bay Realty Advisors, Inc. ( Real Estate ) As referenced in this Letter Agreement Re: Sale of Camp Hill Mall: Cedar Bay Realty Advisors, – 21 {TEXT} {PAGE} CONNECTICUT GENERAL LIFE INSURANCE COMPANY 280 Trumbull Street Hartford, CT 06103 November 15, 2002 Cedar-Camp Hill, LLC c/o Cedar Bay Realty Advisors, Inc. 44 South Bayles Avenue Port Washington, NY 11050 ATTENTION: Leo S. Ullman Re: Sale of Camp Hill Mall (the "Property") Connecticut _____________ dt 112620 ; CIFP Cedar Income Fund Partnership, LP ( Miscellany ) As referenced in this Letter Agreement Re: Sale of Camp Hill Mall: Cedar Income Fund Partnership, – in accordance with the provisions of Article V of the Purchase and Sale Agreement between Connecticut General Life Insurance Company (the "Seller") and Cedar Income Fund Partnership, L.P. (the "Original Purchaser") having an Effective Date (as defined therein) of August 14, 2002, as amended by First and Second _____________ dt 109118 ;	Cedar Shopping Cedar Shopping Centers Inc. ; Cedar-Camp Hill Cedar-Camp Hill, LLC ( Miscellany ) As referenced in this Letter Agreement Re: Sale of Camp Hill Mall: Cedar-Camp Hill, – ex10-21.txt {DESCRIPTION}EXHIBIT 10.21 {TEXT} {PAGE} CONNECTICUT GENERAL LIFE INSURANCE COMPANY 280 Trumbull Street Hartford, CT 06103 November 15, 2002 Cedar-Camp Hill, LLC c/o Cedar Bay Realty Advisors, Inc. 44 South Bayles Avenue Port Washington, NY 11050 ATTENTION: Leo S. Ullman Re: Sale _____________ Cedar-Camp Hill, – Avenue Port Washington, NY 11050 ATTENTION: Leo S. Ullman Re: Sale of Camp Hill Mall (the "Property") Connecticut General Life Insurance Company to Cedar-Camp Hill, LLC Gentlemen: Attached to this letter as Exhibit A is a list of the receivables/delinquent rents at the Property (the "Receivables") _____________ Cedar-Camp Hill, – respectively, as further amended by Third Amendment to Agreement of Purchase and Sale dated as of November 15, 2002 and as assigned to Cedar-Camp Hill, LLC (the "Purchaser") on the Closing Date (as so amended and assigned, the "Purchase and Sale Agreement"). By signing this letter agreement _____________ CEDAR-CAMP HILL, – INSURANCE COMPANY By: STEPHEN J. OLSTEIN PURCHASER'S SIGNATURE FOLLOWS ON NEXT PAGE {PAGE} AGREED TO THIS ___ DAY OF NOVEMBER, 2002 BY: CEDAR-CAMP HILL, LLC, a Delaware limited liability company By: ---------------------------- Name: Leo S. Ullman Title: President {PAGE} EXHIBIT A --------- LIST OF RECEIVABLES {/TEXT} {/DOCUMENT} _____________ dt 112746
Full Doc	2003	News Release News Release (11K) Doc #316998: This document is immediately available for purchase, but does not have a preview available for viewing. 316998	CGLI Connecticut General Life Insurance Co. ( Insurance ) As referenced in this News Release: Connecticut General Life Insurance – cignaretirementnews.com Note: 1. The agreement provides that the sale price will be reduced by $250 million if the financial strength rating of Connecticut General Life Insurance Company a CIGNA subsidiary that underwrites much of the business sold by CIGNAs retirement benefits business is downgraded to BBB+ by Standard & Poors _____________ Connecticut General Life Insurance –* the agreement if the ratings were to be reduced below either of those levels. CIGNA considers downgrades to these levels to be unlikely. Connecticut General Life Insurance Company currently is rated A (Strong) by Standard & Poors and A2 (Good) by Moodys. * * * CIGNA representatives will discuss the topics covered in this _____________ dt 677233 ; CIGNA CIGNA Corp. ( Accident & Health Insurance ) ;	Prudential Fin. Prudential Financial, Inc. ( Life Insurance ) As referenced in this News Release: PRUDENTIAL FINANCIAL, INC – potter@cigna.com Investor Contact: Greg Deavens / 215-761-6128 Gregory.deavens@cigna.com CIGNA AGREES TO SELL ITS RETIREMENT BENEFITS BUSINESS TO PRUDENTIAL FINANCIAL, INC . FOR $2.1 BILLION _________________ Transaction positions CIGNA for growth as a leading provider of health care benefits and disability, life and _____________ Prudential Financial, Inc – agreement to sell its retirement benefits business excluding its corporate life insurance unit and its investment advisory operation, TimesSquare Capital Management, Inc. to Prudential Financial, Inc . (NYSE: PRU) for $2.1 billion.1 The transaction, subject to regulatory approval and other contingencies, is expected to be completed by _____________ dt 537904 ; TimesSquare TimesSquare Capital Management, Inc. As referenced in this News Release: TimesSquare Capital Management – it has signed a definitive agreement to sell its retirement benefits business excluding its corporate life insurance unit and its investment advisory operation, TimesSquare Capital Management , Inc. to Prudential Financial, Inc. (NYSE: PRU) for $2.1 billion.1 The transaction, subject to regulatory approval and other contingencies, is _____________ dt 655642
Preview Full Doc	2002	Assignment and Assumption of Agreement for Completion and Guarantee Assignment and Assumption of Agreement for Completion and Guarantee (8K) Doc #254796: Click preview link for longer preview. ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR COMPLETION AND GUARANTEE THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR COMPLETION AND GUARANTEE (this "Assignment") is executed as of this _____ day of November, 2002, by CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), and CEDAR-CAMP HILL, LLC, a Delaware limited liability company ("Purchaser"). Purchaser is this day purchasing from Seller and Seller is conveying to Purchaser the real property described on Exhibit A attached hereto and made a part hereof together with all improvements thereon and appurtenances thereto (herein called the "Property"). Seller is a party to a certain "Borough of Camp Hill Agreement for Completion and Guarantee of Plan Improvements" dated the 19th day of December, 2001 (the "Completion Agreement") pursuant to which Seller is responsible to the Borough of Camp Hill for the completion of certain improvements located upon the Property, a copy of which is attached hereto as Exhibit B and made a part hereof. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby transfers and assigns to Purchaser, effective as of the date hereof, all right, title, and interest of Seller in, to and under the Completion Agreement, including any and all rights of Seller to any and all deposits thereunder. Seller on behalf of itself, its successors and assigns does hereby agree to indemnify and hold Purchaser, its successors and assigns, harmless from and against all liabilities arising out of events occurring under the Completion Agreement prior to the date hereof but not thereafter, provided, however, that the foregoing indemnity shall not imply any warranty or indemnity with respect to compliance with environmental and land use laws or the use, generation or disposal of hazardous materials, such matters being governed solely by the terms of that certain Agreement of Purchase and Sale between Seller and Cedar Income Fund Partnership, L.P. having an Effective Date (as defined therein) of August 14, 2002, as amended by that certain First Amendment to Agreement of Purchase and Sale dated September 12, 2002, Second Amendment to Agreement of Sale and Purchase dated October 31, 2002, and Third Amendment to Agreement of Purchase and Sale dated as of November 15, 2002, Cedar Income Fund Partnership, L.P.'s interest in which was assigned to Purchaser on the date hereof. 254796	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; CIFP Cedar Income Fund Partnership, LP ( Miscellany ) As referenced in this Assignment and Assumption of Agreement for Completion and Guarantee: Cedar Income Fund Partnership, – disposal of hazardous materials, such matters being governed solely by the terms of that certain Agreement of Purchase and Sale between Seller and Cedar Income Fund Partnership, L.P. having an Effective Date (as defined therein) of August 14, 2002, as amended by that certain First Amendment to Agreement _____________ Cedar Income Fund Partnership, – of Sale and Purchase dated October 31, 2002, and Third Amendment to Agreement of Purchase and Sale dated as of November 15, 2002, Cedar Income Fund Partnership, L.P.'s interest in which was assigned to Purchaser on the date hereof. -1- {PAGE} Purchaser on behalf of itself, its _____________ dt 109116 ; Cedar Shopping Cedar Shopping Centers Inc. ;	Cedar-Camp Hill Cedar-Camp Hill, LLC ( Miscellany ) As referenced in this Assignment and Assumption of Agreement for Completion and Guarantee: CEDAR-CAMP HILL, – this "Assignment") is executed as of this _____ day of November, 2002, by CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Seller"), and CEDAR-CAMP HILL, LLC, a Delaware limited liability company ("Purchaser"). Purchaser is this day purchasing from Seller and Seller is conveying to Purchaser the real _____________ CEDAR-CAMP HILL, – COMPANY, a Connecticut corporation By: CIGNA Investments, Inc., a Delaware corporation, its authorized agent By: ------------------------------------ Name: Stephen J. Olstein Title: Managing Director PURCHASER: CEDAR-CAMP HILL, LLC, a Delaware limited liability company By: ------------------------------------ Name: Leo S. Ullman Title: President -3- {PAGE} EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF _____________ dt 112742 ; Cigna Cigna Investments, Inc. ( Financial ) As referenced in this Assignment and Assumption of Agreement for Completion and Guarantee: CIGNA Investments, – PAGE -2- {PAGE} EXECUTED as of the day and year first written above. SELLER: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation By: CIGNA Investments, Inc., a Delaware corporation, its authorized agent By: ------------------------------------ Name: Stephen J. Olstein Title: Managing Director PURCHASER: CEDAR-CAMP HILL, LLC, a Delaware _____________ dt 123626
Preview Full Doc	2003	Actualizer Reinsurance Agreement Actualizer Reinsurance Agreement (81K) Doc #189573: Click preview link for longer preview. REINSURANCE AGREEMENT Effective January 1, 1994 between STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA (Worcester, Massachusetts) and CONNECTICUT GENERAL LIFE INSURANCE COMPANY (Hartford, Connecticut) INDEX {Table} {Caption} ARTICLE PAGE {S} {C} {C} ACTUALIZER Reinsurance Account II 3 ACTUALIZER Reinsurance Account Exposure Limitation II 3 Amounts Due and Payable VII 7 Arbitration XIV 13 Automatic Reinsurance Assumed by Connecticut General II 1 Claims for Reinsurance Assumed by Connecticut General VI 6 Assumed by State Mutual VI 7 Conditions of Reinsurance IV 5 Contractual Changes in Reinsurance Assumed by Connecticut General IX 10 DAC Tax Regulation VIII 9 Duration of Agreement XV 14 Facultative Reinsurance Assumed by Connecticut General II 2 General Description I 1 Insolvency XI 12 Limitation of Liability II 3 Migration Program II 3 Migration Program Formula II 3 Net Amount at Risk V 5 Oversights XIII 13 Premium Tax Reimbursements VIII 9 Recaptures of Reinsurance Assumed by Connecticut General X 11 Reinsurance Assumed by Connecticut General II 1 Reinsurance Ceded III 4 Right to Inspect XII 13 {/Table} SCHEDULES A Retention of State Mutual B ACTUALIZER Reinsurance Account Limit Automatic Binding Limit C Reinsurance Application D Required Data Elements E Reinsurance Fees Expected Mortality Experience Rating Formula F Plans and Business Reinsured {Page} ACTUALIZER REINSURANCE AGREEMENT between STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA (Hereinafter called State Mutual) and CONNECTICUT GENERAL LIFE INSURANCE COMPANY (Hereinafter called Connecticut General) It is agreed by the two companies as follows: ARTICLE I GENERAL DESCRIPTION Connecticut General intends to enter into this ACTUALIZER REINSURANCE AGREEMENT and to substantially identical agreements with other life insurance companies for the purpose of ceding and assuming life insurance risks on direct business written by the companies who are parties to the agreements in the manner described herein. All reinsurance cede or assumed under this Agreement will be limited to the net amount at risk. ARTICLE II REINSURANCE ASSUMED BY CONNECTICUT GENERAL A. AUTOMATIC REINSURANCE ASSUMED BY CONNECTICUT GENERAL Connecticut General agrees to accept as automatic reinsurance hereunder the new and existing plans and business defined in Schedule F, attached hereto, provided that all such risks shall comply with the following criteria: 1. Reinsurance assumed hereunder will be for the excess over State Mutual's retention of life insurance, as shown in Schedule A, attached hereto, where such insurance is issued in accordance with its usual underwriting standards for individually selected risks; 1 {Page} 2. Such insurance will be issued to residents of the United States or to Canadian residents who have applied for coverage in the United States; 3. Risks which are classified as jumbo risks are excluded. A jumbo risk is defined as such when the application and commonly accepted underwriting evidence of insurability of State Mutual indicate that, on the date of application, the proposed insured's total life insurance in force and applied for in all insurance companies, regardless of where located, exceeds Twenty Million Dollars ($20,000,000); 4. The maximum amount of reinsurance on any one life will be the amount shown in Schedule B, attached hereto; 5. State Mutual will give Connecticut General prior written notice as to any proposed change in its usual underwriting and issuance practices relating to the polices reinsured hereunder. 6. Multiple life insurance coverages (e.g. Joint and Last Survivor) are excluded. B. FACULTATIVE REINSURANCE ASSUMED BY CONNECTICUT GENERAL. 1. Whenever State Mutual desires reinsurance on a risk not eligible for automatic reinsurance under the provisions of Article II (A) of this Agreement, State Mutual may apply to Connecticut General for facultative reinsurance, provided that such risk is not concurrently sent to any other reinsurer. 2. State Mutual will forward to Connecticut General an application for facultative reinsurance in substantial accord with Schedule C, attached hereto, together with copies of the original application, medical examiners reports, inspection reports and any and all other papers and information that Connecticut General deems necessary as bearing on the insurability of the risk. Connecticut General will examine the papers immediately and, as soon as possible, notify State Mutual of its decision. State Mutual will then notify Connecticut General whether or not it will cede the risk submitted on a facultative reinsurance basis to Connecticut General and whether or not suck risk will be reinsured under the terms and conditions of this Agreement. 3. Connecticut General will charge and State Mutual will pay an underwriting fee as provided in Schedule E, attached hereto, for all business submitted hereunder as facultative insurance. 189573	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; State Mutual Life Assurance Company of America;	Vel II Account of Allmerica Financial Life Ins & Ann Co
Preview Full Doc	2003	Note Purchase Agreement Note Purchase Agreement (321K) Doc #199340: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.27 {SEQUENCE}4 {FILENAME}dex1027.txt {DESCRIPTION}HEWITT PROPERTIES II LLC NOTE PURCHASE AGREEMENT {TEXT} {PAGE} Exhibit 10.27 ================================================================================ HEWITT PROPERTIES II LLC $45,000,000 6.73 % Secured Credit Tenant Notes due November 30, 2019 ---------------- NOTE PURCHASE AGREEMENT ---------------- Dated as of July 31, 1998 PPN: 42823@ AB 1 ================================================================================ {PAGE} TABLE OF CONTENTS 1. AUTHORIZATION OF NOTES; SECURITY......................................1 2. SALE AND PURCHASE OF NOTES............................................2 3. CLOSING...............................................................2 4. CONDITIONS TO CLOSING.................................................2 4.1. Representations and Warranties...............................2 4.2. Performance; No Default......................................2 4.3. Compliance Certificates......................................3 4.4. Opinions of Counsel..........................................3 4.5. Purchase Permitted By Applicable Law, etc....................3 4.6. Sale of Other Notes..........................................3 4.7. Payment of Special Counsel Fees..............................4 4.8. Private Placement Number.....................................4 4.9. Changes in Organizational Structure..........................4 4.10. Operative Agreements.........................................4 4.11. Filing and Recording.........................................4 4.12. Title Insurance Policy.......................................4 4.13. Environmental Reliance Letter................................5 4.14. Proceedings and Documents....................................5 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE TENANT..........5 5.1. Organization; Power and Authority............................5 5.2. Authorization, etc...........................................5 5.3. Disclosure...................................................6 -ii- {PAGE} 5.4. No Company Subsidiaries; Organization and Ownership of Shares of Subsidiaries; Affdiates............................6 5.5. Financial Statements.........................................7 5.6. Compliance with Laws, Other Instruments, etc.................7 5.7. Governmental Authorizations, etc.............................8 5.8. Litigation; Observance of Agreements, Statutes and Orders....8 5.9. Taxes........................................................8 5.10. Title to Property; Leases....................................9 5.11. Licenses, Permits, etc.......................................9 5.12. Compliance with ERISA........................................9 5.13. Private Offering by the Company.............................11 5.14. Use of Proceeds; Margin Regulations.........................11 5.15. Existing Indebtedness; Future Liens.........................11 5.16. Foreign Assets Control Regulations, etc.....................11 5.17. Status under Certain Statutes...............................12 5.18. Environmental Matters.......................................12 5.19. Security Documents..........................................12 199340	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; Hewitt Hewitt Associates, Inc. ( Business Services ) As referenced in this Note Purchase Agreement: Hewitt Associates, Inc – the Note Agreement. All of the ownership interests of the Tenant are owned by Hewitt Holdings LLC (the "Parent"). The Parent has formed Hewitt Associates, Inc ., a Delaware corporation ("Associates") and owns all of the issued and outstanding common stock of Associates. The Parent has caused Associates to _____________ Hewitt Associates, Inc – excess of 20% of consolidated members capital of the Tenant; provided, however, that "Consolidated Net Capital" shall not include any capital stock of Hewitt Associates, Inc . or Hewitt Holdings LLC. 2. WAIVER The Holders waive compliance by the Tenant with the provisions of Section 10.3 of the _____________ Hewitt Associates Inc – Certain Assets. So long as this Guaranty remains in effect: (a) The Guarantor will own at least 85% of the capital stock of Hewitt Associates Inc ., a Delaware corporation ("Associates"), and will own or cause Associates to own 100% of the ownership interests in the Tenant. (b) The _____________ dt 269464 ; Siemens Siemens AG ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Note Purchase Agreement: BANK OF AMERICA – OR AS OF LENDER DATE TYPE AVAILABLE 8/19/98 ----------------------------------------------------------------------------------------------------------------------------------- {S} {C} {C} {C} LOANS: ----- BANK OF AMERICA (SEE ATTACHED) 09/30/92 MULTI-CUR 10,000,000 5,512,085 REVOLVER /BANK OF AMERICA/ – 70,000,000 49,000,000 --------------- TOTAL REVOLVING CREDIT LOANS 54,512,085 --------------- HARRIS BANK/BANK OF AMERICA/ NATIONS BANK 05/28/96 TERM 30,000,000 29,375,000 --------------- TOTAL UNSECURED BANK BANK OF AMERICA – CAPITAL LEASES 22,224,541 --------------- TOTAL LOANS AND CAPITAL LEASES 156,111,626 =============== SWAP TRANSACTIONS: ----------------- BANK OF AMERICA (VARIOUS MATURITIES) 06/02/97 INTEREST RATE LOCK 1,463,100 =============== {/TABLE} Page 1 { Bank of America – RATE LOCK 1,463,100 =============== {/TABLE} Page 1 {PAGE} Exhibit 1 to Schedule 5.15 Bank of America Mufti-Currency Credit Facility As of 19-Aug-98 {TABLE} {CAPTION} Local Local Currency Interim dt 40656 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Note Purchase Agreement: Chase Manhattan Bank, – 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, N.A. Private Placement Servicing P.O. Box 1508 Bowling Green Station New York, New York 10081 Attention: CIGNA Private Placements FAX: _____________ CHASE MANHATTAN BANK – Note ------------------------------ ------------------------ The Canada Life Assurance Company $3,000,000 330 University Avenue Toronto, Ontario Canada M5G 1R8 For regular Principal and Interest Payments CHASE MANHATTAN BANK ABA 021-000-021 A/C #900-9-000200 Trust Account No.-G52708 The Canada Life Assurance Company Attn: Bond Interest REFER _____________ CHASE MANHATTAN BANK – TO: CUSIP Name of issuer rate maturity date type of security whether principal and/or interest and due date. For Call or Maturity CHASE MANHATTAN BANK ABA 021-000-021 A/C #900-9-000192 Trust Account No. G52708 The Canada Life Assurance Company Attn: Doll Balbadar REFER _____________ CHASE MANHATTAN BANK – whether principal and/or interest and effective date of call or maturity. Send notices of payments and written confirmation of wire transfers to: CHASE MANHATTAN BANK North America Insurance 3 Chase MetroTech Centre - 6th Floor Brooklyn, N.Y. 11245 Attn: Doll Balbadar copy to: The Canada Life Assurance _____________ CHASE MANHATTAN BANK – Canada Life Insurance Company of America $2,000,000 330 University Avenue Toronto, Ontario, Canada M5G 1R8 For regular Principal and Interest Payments CHASE MANHATTAN BANK ABA 021-000-021 A/C #900-9-000200 Trust Account No.-652709 Canada Life Insurance Company of America Attn: Doll Balbadar _____________ dt 102050 ; More...
Preview Full Doc	1996	Participation Agreement Participation Agreement (46K) Doc #146113: Click preview link for longer preview. AIM VARIABLE INSURANCE FUNDS, INC. PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into this 25th day of February, 1993 by and between CONNECTICUT GENERAL LIFE INSURANCE COMPANY ("CG LIFE") on its own behalf and on behalf of CG VARIABLE ANNUITY SEPARATE ACCOUNT (the "SEPARATE ACCOUNT"), and the AIM VARIABLE INSURANCE FUNDS, INC. (the "FUND") and AIM DISTRIBUTORS, INC. ("DISTRIBUTOR"). WITNESSETH WHEREAS, CG LIFE and A I M MANAGEMENT GROUP INC. have entered into an agreement dated June 30, 1992 entitled "PRODUCT DEVELOPMENT AGREEMENT" to jointly develop a variable annuity product; and WHEREAS, the FUND has been organized for investment of life insurance companies' customers through separate accounts; and WHEREAS, CG LIFE intends to purchase shares in the FUND on behalf of the SEPARATE ACCOUNT; and WHEREAS, DISTRIBUTOR is authorized to sell such shares to the SEPARATE ACCOUNT; NOW, THEREFORE, in consideration of the covenants, mutual promises herein contained and other good and valuable consideration the receipt and legal sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: ARTICLE I DEFINITIONS 1.1 The Parties agree that the following terms shall have the meanings set forth below: Board - The Board of Directors of the FUND; Business Day - Any day on which the FUND computes its net asset value pursuant to rules of the SEC and as described in the Prospectus for the FUND. Code - The Internal Revenue Code of 1986, as amended; Contract(s) - Any individual or group variable annuity contract or combination fixed and variable annuity contract or certificate issued under a 1 {PAGE} group contract by CG LIFE or any of its affiliates which provides for the FUND as an investment through the SEPARATE ACCOUNT; Distribution Agreement - The Agreement between the FUND and DISTRIBUTOR dated ___________________ concerning the sale and distribution of FUND shares; General Account - The assets of CG LIFE other than those allocated to the SEPARATE ACCOUNT or any other separate accounts of CG LIFE established under Connecticut insurance statutes; NASD - The National Association of Securities Dealers, Inc.; Owners - The person, persons, entity, or entities entitled to the ownership rights stated in the Contracts; Participants - Individuals who participate under group Contracts; Portfolio - A separate class or series of shares of the FUND constituting an investment sub-account as described in the FUND Prospectus with investment objectives, policies and restrictions distinct from the other investment sub- accounts of the FUND; Prospectus - The current prospectus and corresponding statement of additional information for either the FUND or the Contracts; Sales Literature - Advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), registration statements, prospectuses, statements of additional information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under NASD rules, the 1940 Act or the 1933 Act. SEC - The United States Securities and Exchange Commission; 1940 Act - The Investment Company Act of 1940 including the rules thereunder; 1933 Act - The Securities Act of 1933 including the rules thereunder; 1934 Act - The Securities Exchange Act of 1934 including the rules thereunder; 146113	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; CG Variable Annuity Separate Account;	AIM Variable Insurance Funds, Inc.; AIM Distributors, Inc.
Preview Full Doc	2003	Revolving Credit Facility Agreement [Amended and Restated] Revolving Credit Facility Agreement [Amended and Restated] (561K) Doc #172212: Click preview link for longer preview. ============================================================================== LENNOX INTERNATIONAL INC. ------------------------------------------ AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT Dated as of 11 September 2003 ------------------------------------------ [JPMORGAN LOGO] JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank, successor in interest to Chase Bank of Texas, National Association), as Administrative Agent, and BANK OF NOVA SCOTIA, THE BANK OF TOKYO-MITSUBISHI, LTD. and WELLS FARGO BANK TEXAS, N.A, as co-documentation agents, with J.P. MORGAN SECURITIES, INC. as Sole Book Runner and Lead Arranger ============================================================================== {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE 1. DEFINITIONS.................................................................................... 1 Section 1.01. Defined Terms.................................................................................. 1 Section 1.02. Terms Generally................................................................................ 16 Section 1.03. Types, Facility and Currencies of Loans........................................................ 16 Section 1.04. Conversion of Foreign Currencies............................................................... 16 (a) Dollar Equivalents....................................................................... 16 (b) Rounding - Off........................................................................... 16 ARTICLE 2. THE CREDITS.................................................................................... 16 Section 2.01. Commitments.................................................................................... 16 (a) Revolving Loans.......................................................................... 16 (b) Swingline Loans.......................................................................... 17 (c) Lender Participation in Swingline Loans.................................................. 17 Section 2.02. Loans.......................................................................................... 18 (a) Type of Loans............................................................................ 18 (b) Funding Borrowings....................................................................... 18 (c) Continuations and Conversions............................................................ 19 Section 2.03. Borrowing Procedure............................................................................ 19 Section 2.04. Fees........................................................................................... 20 (a) Facility Fee............................................................................. 20 (b) Agent Fees............................................................................... 20 (c) Letter of Credit Fees.................................................................... 20 (d) Payment Provisions....................................................................... 21 Section 2.05. Repayment of Loans; Evidence of Indebtedness................................................... 21 (a) Repayment................................................................................ 21 (b) Maintenance of Loan Accounts by Lenders.................................................. 21 (c) Maintenance of Loan Accounts by Administrative Agent..................................... 21 (d) Prima Facie Evidence..................................................................... 21 Section 2.06. Interest on Loans; Margin and Fees............................................................. 22 (a) Fixed Rate............................................................................... 22 (b) Alternate Base Rate...................................................................... 22 (c) Payment of Interest...................................................................... 22 (d) Determination of Applicable Margin....................................................... 22 Section 2.07. Default Interest............................................................................... 23 Section 2.08. Alternate Rate of Interest..................................................................... 23 Section 2.09. Termination and Reduction of Commitments....................................................... 24 (a) Termination on Maturity Date............................................................. 24 (b) Optional Termination or Reduction........................................................ 24 (c) Allocation of Reduction.................................................................. 24 Section 2.10. Prepayment Including Prepayment as a Result of a Change of Control............................. 24 (a) Optional Prepayment...................................................................... 24 (b) Required Prepayment upon Reduction or Termination of Commitments......................... 24 (c) Prepayment Offer Required as a Result of a Change of Control............................. 24 (d) Outstandings in Excess of Commitments.................................................... 25 (e) Breakage Costs and Interest.............................................................. 26 {/TABLE} TABLE OF CONTENTS Page i of iv {PAGE} {TABLE} {S} {C} Section 2.11. Reserve Requirements; Change in Circumstances.................................................. 26 (a) Change in Law; Increased Cost............................................................ 26 (b) Capital Adequacy......................................................................... 26 (c) Delivery of Certificate.................................................................. 26 (d) No Waiver................................................................................ 27 (e) Change of Lending Office................................................................. 27 Section 2.12. Change in Legality; Unavailability of Available Currency....................................... 27 (a) Illegality............................................................................... 27 (b) Unavailability of Foreign Currency Loans................................................. 27 Section 2.13. Pro Rata Treatment............................................................................. 28 Section 2.14. Sharing of Setoffs............................................................................. 28 Section 2.15. Payments....................................................................................... 28 Section 2.16. Taxes.......................................................................................... 29 (a) Payment of Taxes; Gross Up............................................................... 29 (b) Other Taxes.............................................................................. 29 (c) Tax Indemnification...................................................................... 29 (d) Tax Refund............................................................................... 30 (e) Tax Receipts............................................................................. 30 (f) Survival................................................................................. 30 (g) Tax Withholding Exemptions............................................................... 30 (h) Failure to Deliver Forms................................................................. 30 (i) Mitigation by Lenders.................................................................... 31 (j) No Requirement to Deliver Tax Returns.................................................... 31 Section 2.17. Assignment of Commitments Under Certain Circumstances.......................................... 31 Section 2.18. Payments by Administrative Agent to the Lenders................................................ 31 Section 2.19. Letters of Credit.............................................................................. 31 (a) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.................... 32 (b) Expiration Date.......................................................................... 32 (c) Participations........................................................................... 32 (d) Reimbursement............................................................................ 33 (e) Obligations Absolute..................................................................... 33 (f) Disbursement Procedures.................................................................. 34 (g) Interim Interest......................................................................... 34 Section 2.20. Increase of Commitments........................................................................ 34 ARTICLE 3. REPRESENTATIONS AND WARRANTIES................................................................. 35 Section 3.01. Organization; Powers........................................................................... 35 Section 3.02. Authorization.................................................................................. 35 Section 3.03. Enforceability................................................................................. 35 Section 3.04. Governmental Approvals......................................................................... 36 Section 3.05. Organization and Ownership of Shares of Subsidiaries........................................... 36 Section 3.06. Financial Statements........................................................................... 36 Section 3.07. Litigation; Observance of Statutes and Orders.................................................. 36 Section 3.08. Taxes.......................................................................................... 37 Section 3.09. Title to Property; Leases...................................................................... 37 Section 3.10. Licenses, Permits, etc......................................................................... 37 Section 3.11. Compliance with ERISA.......................................................................... 37 Section 3.12. Use of Proceeds; Margin Regulation............................................................. 38 Section 3.13. Existing Indebtedness.......................................................................... 38 Section 3.14. Foreign Assets Control Regulations, etc........................................................ 38 {/TABLE} TABLE OF CONTENTS Page ii of iv {PAGE} {TABLE} {S} {C} Section 3.15. Status under Certain Statutes.................................................................. 38 Section 3.16. No Material Misstatements...................................................................... 38 Section 3.17. Senior Debt.................................................................................... 39 ARTICLE 4. CONDITIONS OF LENDING.......................................................................... 39 Section 4.01. All Borrowings................................................................................. 39 Section 4.02. Effective Date................................................................................. 39 ARTICLE 5. AFFIRMATIVE AND NEGATIVE COVENANTS............................................................. 41 Section 5.01. Compliance with Laws........................................................................... 41 Section 5.02. Insurance...................................................................................... 41 Section 5.03. Maintenance of Properties and Lines of Business................................................ 41 Section 5.04. Payment of Taxes............................................................................... 41 Section 5.05. Corporate Existence, etc....................................................................... 41 Section 5.06. Most Favored Lender Status..................................................................... 41 Section 5.07. Covenant to Guarantee and Secure Loans Equally................................................. 42 Section 5.08. Environmental Matters.......................................................................... 43 Section 5.09. Transactions with Affiliates................................................................... 43 Section 5.10. Merger, Consolidation, etc..................................................................... 43 Section 5.11. Sale of Assets, etc............................................................................ 43 Section 5.12. Indebtedness................................................................................... 44 Section 5.13. Liens.......................................................................................... 46 Section 5.14. Restricted Payments............................................................................ 48 Section 5.15. Financial Covenants............................................................................ 48 (a) Coverage Ratio........................................................................... 48 (b) Consolidated Indebtedness to Adjusted EBITDA............................................. 49 (c) Consolidated Net Worth................................................................... 49 (d) Senior Debt to Adjusted EBITDA........................................................... 49 Section 5.16. Limitation on Restrictive Agreements........................................................... 49 Section 5.17. Preferred Stock of Subsidiaries................................................................ 50 Section 5.18. Financial and Business Information............................................................. 50 (a) Quarterly Statements..................................................................... 50 (b) Annual Statements........................................................................ 50 (c) SEC and Other Reports.................................................................... 51 (d) Notice of Default or Event of Default.................................................... 51 (e) ERISA Matters............................................................................ 51 (f) Requested Information.................................................................... 52 (g) Compliance Certificate................................................................... 52 (h) Debt Rating.............................................................................. 52 (i) Management Letters....................................................................... 52 Section 5.19. Inspection; Confidentiality.................................................................... 53 (a) No Default............................................................................... 53 (b) Default.................................................................................. 53 (c) Technical Data........................................................................... 53 Section 5.20. Books and Records.............................................................................. 53 Section 5.21. New Material Subsidiaries...................................................................... 53 (a) New Domestic Subsidiary.................................................................. 53 (b) Pledge of Equity Interests............................................................... 53 Section 5.22. Payments on Certain Indebtedness............................................................... 54 {/TABLE} TABLE OF CONTENTS Page iii of iv {PAGE} {TABLE} {S} {C} Section 5.23. Investments, Loans, Advances, Guarantees and Acquisitions...................................... 54 Section 5.24. Amendment of Material Documents................................................................ 56 Section 5.25. Swap Agreements................................................................................ 56 ARTICLE 6. EVENTS OF DEFAULT.............................................................................. 56 ARTICLE 7. THE ADMINISTRATIVE AGENT....................................................................... 59 ARTICLE 8. MISCELLANEOUS.................................................................................. 61 Section 8.01. Notices........................................................................................ 61 Section 8.02. Survival of Agreement.......................................................................... 62 Section 8.03. Binding Effect................................................................................. 62 Section 8.04. Successors and Assigns; Assignments and Participations......................................... 62 Section 8.05. Expenses; Indemnity; Funding and Exchange Losses............................................... 65 Section 8.06. Right of Setoff................................................................................ 66 Section 8.07. Applicable Law................................................................................. 66 Section 8.08. Waivers; Amendment............................................................................. 66 Section 8.09. Entire Agreement; Amendment and Restatement.................................................... 67 Section 8.10. Severability................................................................................... 68 Section 8.11. Counterparts................................................................................... 68 Section 8.12. Headings....................................................................................... 68 Section 8.13. Interest Rate Limitation....................................................................... 68 Section 8.14. Confidentiality................................................................................ 69 Section 8.15. Non - Application of Chapter 346 of the Texas Finance Code..................................... 70 Section 8.16. WAIVER OF JURY TRIAL........................................................................... 70 Section 8.17. Judgment Currency.............................................................................. 70 Section 8.18. Independence of Covenants...................................................................... 70 {/TABLE} TABLE OF CONTENTS Page iv of iv {PAGE} INDEX TO SCHEDULES AND EXHIBITS Exhibit A Form of Borrowing Request Exhibit B Form of Assignment and Assumption Exhibit C Matters to be Covered in Opinion of Counsel Exhibit D Form of Subsidiary Guaranty Exhibit E Form of Subsidiary Joinder Agreement Exhibit F Form of Intercreditor Agreement Exhibit G Form of Increased Commitment Supplement Schedule 1.01 Existing Letters of Credit Schedule 1.01A Non-recurring Charges in 2002 Schedule 2.01 Commitments Schedule 3.05 Lennox International Inc. Subsidiaries Schedule 3.05A Material Subsidiary Capitalization Schedule 3.06 Financial Statements Schedule 3.13 Existing Indebtedness Schedule 5.12 Scheduled Indebtedness Schedule 5.13 Existing Liens Schedule 5.16 Existing Restrictions Schedule 5.23 Existing Investments INDEX TO SCHEDULES AND EXHIBITS, Solo Page {PAGE} AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT (the "Agreement") dated as of September 11, 2003, and effective as of the Effective Date, among LENNOX INTERNATIONAL INC., a Delaware corporation ("Borrower"), the lenders listed in Schedule 2.01, JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank who was the successor in interest by merger to Chase Bank of Texas, National Association) ("JPMorgan"), as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and BANK OF NOVA SCOTIA, THE BANK OF TOKYO-MITSUBISHI, LTD. and WELLS FARGO BANK TEXAS, N.A., as co-documentation agents. The Borrower, the Administrative Agent, and certain other parties entered into that certain Revolving Credit Facility Agreement dated as of July 29, 1999 (as amended by that certain First Amendment to Revolving Credit Facility Agreement dated as of August 6, 1999, the Second Amendment to Revolving Credit Facility Agreement dated as of January 25, 2000, the Third Amendment to Revolving Credit Agreement dated as of January 22, 2001, the Fourth Amendment to Revolving Credit Facility Agreement dated as of June 29, 2001 and that certain Fifth Amendment to Revolving Credit Facility Agreement dated as of March 3, 2003, herein the "Prior Credit Agreement"). Certain of the lenders party to the Prior Credit Agreement have assigned their rights and obligations thereunder to certain of the lenders party hereto. The Borrower has requested that the Lenders and the Administrative Agent agree to amend and restate the Prior Credit Agreement as herein set forth. Accordingly, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: "ABR" means the Alternate Base Rate. "Additional Covenant" shall have the meaning assigned in Section 5.06. "Additional Default" shall have the meaning assigned in Section 5.06. "Adjusted EBITDA" means, for any period (the "Subject Period"), the sum of (a) EBITDA plus (b), to the extent not included in EBITDA, all Acquired EBITDA. The term "Acquired EBITDA" means, with respect to any Person acquired, or substantially all of whose assets have been acquired, by the Borrower or any Subsidiary during the Subject Period (herein a "Target"), the total of the following for the portion of the Subject Period prior to the acquisition of such Person or its assets (the "Test Period") determined on a consolidated basis in accordance with GAAP consistently applied from financial statements audited by a certified public accountant satisfactory to the Administrative Agent and covering the Test Period (provided that audited financial statements are not required if the annual earnings before interest, taxes, depreciation and amortization of the Target for the completed twelve month period prior to its acquisition is less than $5,000,000, calculated in the same manner as set forth in the definition of Acquired EBITDA but for such twelve month period) and otherwise on a basis acceptable to the Administrative Agent: (i) the consolidated net income (or net loss) of the Target from operations, excluding the following: AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page 1 {PAGE} (a) the proceeds of any life insurance policy; (b) any gain arising from (1) the sale or other disposition of any assets (other than current assets) to the extent that the aggregate amount of gains exceeds the aggregate amount of losses from the sale, abandonment or other disposition of assets (other than current assets), (2) any write - up of assets, or (3) the acquisition by the Target of its outstanding securities constituting Indebtedness; (c) any amount representing the interest of the Target in the undistributed earnings of any other Person; (d) any earnings of any other Person accrued prior to the date it becomes a Subsidiary of the Target or is merged into or consolidated with the Target or a Subsidiary of the Target and any earnings, prior to the date of acquisition, of any other Person acquired in any other manner; and (e) any deferred credit (or amortization of a deferred credit) arising from the acquisition of any Person; plus (ii) the sum of (a) any deduction for (or less any gain from) income or franchise taxes included in determining such consolidated net income (or loss); plus (b) Interest Expense deducted in determining such consolidated net income (or loss); plus (c) amortization and depreciation expense deducted in determining such consolidated net income (or loss) plus (d) any non - recurring and non - cash charges resulting from the application of GAAP that requires a charge against earnings for the impairment of goodwill to the extent not already added back or not included in determining such consolidated net income (or loss), all calculated without duplication; minus, (iii) to the extent added in computing such consolidated net income (or loss) all income that has been included in the calculation of such net income for such period that will be eliminated in the future after the acquisition of such Target, as approved by the Administrative Agent. "Adjustment Date" shall have the meaning assigned to it in Section 2.06(d). "Administrative Questionnaire" means an administrative questionnaire in the form provided by the Administrative Agent. "Affiliate" means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Borrower. "Alternate Base Rate" means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, and (b) the Prime Rate in effect on such day. For purposes hereof, "Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMorgan as its prime rate in effect at its principal office in Houston, Texas; each change in the Prime Rate shall be effective on the date such change is publicly announced as effective; and "Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as released on the next succeeding Business Day by the Federal Reserve Bank of Dallas, or, if such rate is not so released for any day which is a Business Day, the arithmetic average (rounded upwards to the next 1/100th of 1%), as determined by JPMorgan, of the quotations for the day of such transactions 172212	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; Lennox Int'l Lennox International Inc. ( Capital Goods ) As referenced in this Revolving Credit Facility Agreement [Amended and Restated]: LENNOX INTERNATIONAL – DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}d10077exv10w1.txt {DESCRIPTION}EX-10.1 AMENDED REVOLVING CREDIT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.1 ============================================================================== LENNOX INTERNATIONAL INC. ------------------------------------------ AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT Dated as of 11 September 2003 ------------------------------------------ [JPMORGAN LOGO] JPMORGAN CHASE BANK (formerly The Chase Manhattan _____________ Lennox International – Supplement Schedule 1.01 Existing Letters of Credit Schedule 1.01A Non-recurring Charges in 2002 Schedule 2.01 Commitments Schedule 3.05 Lennox International Inc. Subsidiaries Schedule 3.05A Material Subsidiary Capitalization Schedule 3.06 Financial Statements Schedule 3.13 Existing Indebtedness Schedule 5.12 Scheduled Indebtedness _____________ LENNOX INTERNATIONAL – AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT (the "Agreement") dated as of September 11, 2003, and effective as of the Effective Date, among LENNOX INTERNATIONAL INC., a Delaware corporation ("Borrower"), the lenders listed in Schedule 2.01, JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank who was the _____________ LENNOX INTERNATIONAL – hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. LENNOX INTERNATIONAL INC. By: ________________________________________ Richard A. Smith, Executive Vice President and Chief Financial Officer JPMORGAN CHASE BANK, formerly The Chase Manhattan Bank, as successor _____________ Lennox International – Supplement Schedule 1.01 Existing Letters of Credit Schedule 1.01A Non-recurring Charges in 2002 Schedule 2.01 Commitments Schedule 3.05 Lennox International Inc. Subsidiaries Schedule 3.05A Material Subsidiary Capitalization Schedule 3.06 Financial Statements Schedule 3.13 Existing Indebtedness Schedule 5.12 Scheduled Indebtedness _____________ dt 225979 ; Prudential Prudential Insurance Co. of America ( Life Insurance ) ;	UBS UBS AG As referenced in this Revolving Credit Facility Agreement [Amended and Restated]: UBS AG, – letter dated July 7, 2003 from David L. Howard, as Vice President of JPMorgan Chase Bank, to (and agreed by) Pat Curry of UBS AG, Stamford Branch. B. As reflected in the Original Intercreditor Agreement, the Company has entered into the following note purchase agreements: (i) nine _____________ dt 237841 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Revolving Credit Facility Agreement [Amended and Restated]: Bank of New York, – issued pursuant to that certain Indenture dated May 8, 2002 between the Borrower and The Bank of New York, as trustee. "Subsidiary" means, as to any Person, any corporation, association or other business dt 42268 ; More...
Full Doc	2001	Subsidiaries of the Registrant Subsidiaries of the Registrant (7K) Doc #317066: This document is immediately available for purchase, but does not have a preview available for viewing. SUBSIDIARIES OF THE REGISTRANT Listed below are subsidiaries of CIGNA Corporation as of December 31, 2000 with their jurisdictions of organization shown in parentheses. Those subsidiaries not listed would not, in the aggregate, constitute a ?significant subsidiary? of CIGNA Corporation, as that term is defined in Rule 1-02(w) of Regulation S-X. CIGNA Holdings, Inc. (Delaware) I. Connecticut General Corporation (Connecticut) A. CG Trust Company (Illinois) B. CIGNA Dental Health, Inc. (Florida) . . . 317066	CGLI Connecticut General Life Insurance Co. ( Insurance ) As referenced in this Subsidiaries of the Registrant: Connecticut General Life Insurance – CIGNA IntegratedCare, Inc. (Delaware) G. CIGNA Life Insurance Company of Canada (Canada) H. CIGNA Life Insurance Company of New York (New York) I. Connecticut General Life Insurance Company (Connecticut) (1) CIGNA Life Insurance Company (Connecticut) J. Global Portfolio Strategies, Inc. (Connecticut) K. International Rehabilitation Associates, Inc. (Delaware) L. Life Insurance _____________ dt 677250 ; CIGNA CIGNA Corp. ( Accident & Health Insurance ) ;	Cigna Cigna Investments, Inc. ( Financial ) As referenced in this Subsidiaries of the Registrant: CIGNA Investments, – Group, Inc. (Delaware) A. CIGNA International Finance Inc. (Delaware) (1) CIGNA International Investment Advisors, Ltd. (Delaware) (a) CIGNA Fund Managers Limited (Bermuda) B. CIGNA Investments, Inc. (Delaware) C. TimesSquare Capital Management, Inc. (Delaware) (1) CIGNA Advisory Partners, Inc. (Delaware) (2) CIGNA Financial Futures, Inc. (Delaware) (3) CIGNA _____________ dt 650590
Preview Full Doc	2003	Yearly Renewable Term Reinsurance Agreement Yearly Renewable Term Reinsurance Agreement (75K) Doc #189570: Click preview link for longer preview. YEARLY RENEWABLE TERM REINSURANCE AGREEMENT, Effective March 1, 1996 between FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (Worcester) and CONNECTICUT GENERAL LIFE INSURANCE COMPANY (Hartford, Connecticut) {PAGE} YEARLY RENEWABLE TERM REINSURANCE AGREEMENT, Effective March 1, 1996 between FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (Worcester) and CONNECTICUT GENERAL LIFE INSURANCE COMPANY (Hartford, Connecticut) INDEX {TABLE} {CAPTION} ARTICLE PAGE {S} {C} {C} Access to Records 11 12 Arbitration 15 13 Automatic Reinsurance 3 2 Basis of Reinsurance 3 2 Claims 5 6 Currency 13 12 DAC Tax Regulation 7 10 Definitions 2 1 Delays 12 12 Effective Date 16 14 Errors 12 12 Extra Contractual Obligations 9 11 Facultative Reinsurance 3 3 General Provisions 3 3 Integration 18 15 Insolvency 14 13 Liability of Connecticut General 4 4 Notices 17 15 Offset 10 12 Omissions 12 12 Payments in Excess of Policy Limits 9 11 Parties to the Agreement 1 1 Premium Accounting 6 7 Recapture 8 11 Reinsurance Premiums 6 7 Retention 8 11 Term and Termination 16 14 {/TABLE} SCHEDULES A Policy and Rider Forms Subject to this Agreement B Retention of First Allmerica Financial B Automatic Reinsurance in Connecticut General C Schedule of Premium Rates and Supplemental Benefits {PAGE} YEARLY RENEWABLE TERM REINSURANCE AGREEMENT between FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY (Hereinafter called First Allmerica) and CONNECTICUT GENERAL LIFE INSURANCE COMPANY (Hereinafter called Connecticut General) ARTICLE 1 PARTIES TO THE AGREEMENT This Agreement is solely between First Allmerica Financial and Connecticut General. It shall not create any right, interest or legal relationship to or with anyone other than First Allmerica Financial or Connecticut General, including without limitation, any insured individual, beneficiary, policy owner, applicant, or assignee under any Policy issued by First Allmerica Financial. ARTICLE 2 DEFINITIONS "Agreement" Agreement shall include this document and all schedules, exhibits and amendments identified in the Table of Contents and/or attached hereto. "Claim" Claim shall mean loss or losses sustained by any Insured Individual for which coverage is sought under any Policy reinsured pursuant to this Agreement. "Effective Date" Effective Date is the date First Allmerica Financial and Connecticut General enter into this Agreement as outlined in ARTICLE 16. "Insured Individual" A person eligible for benefits under the Policy forms reinsured pursuant to this Agreement and included on SCHEDULE A. "Jumbo Risk" For the purpose of this Agreement, a jumbo risk is one with respect to which commonly accepted underwriting evidence of insurability indicates that the proposed insured's total life insurance in force and applied for from all insurers exceeds the amounts outlined on SCHEDULE B. 1 {PAGE} "Policy" The Policy underwritten and issued and/or amended by First Allmerica Financial to an Insured Individual and Rider issued by First Allmerica Financial shall be identified on SCHEDULE A. ARTICLE 3 BASIS OF INSURANCE The reinsurance shall be on the yearly renewable term basis. AUTOMATIC REINSURANCE On or after the Effective Date of this Agreement, First Allmerica Financial shall cede and Connecticut General shall accept life reinsurance of First Allmerica Financial's liability subject to the following: the Policy forms underwritten and issued by First Allmerica Financial shall be identified on SCHEDULE A; and the Policy forms assumed and retroceded by First Allmerica Financial that were underwritten and issued by Allmerica Financial Life Insurance and Annuity Company, a subsidiary of First Allmerica Financial, shall be identified on SCHEDULE A; and the Policy forms assumed and retroceded on SCHEDULE A shall be based on First Allmerica Financial's underwriting rules and practices that were reviewed with and approved by Connecticut General as of the Effective Date of this Agreement; First Allmerica Financial's issue and Retention Limit and Connecticut General's Maximum Liability for each Insured Individual shall be as set forth on SCHEDULE B and First Allmerica Financial must retain its maximum retention limit for the policy; and the total amount of insurance, including base policy and any term riders on the life of an Insured Individual in force or being applied for in all insurance companies shall not exceed the Jumbo Risk Limits set forth on SCHEDULE B; and such reinsurance is not being submitted on any reinsurer on a facultative basis; and the terms, conditions and restrictions contained in this 189570	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; First Allmerica Financial Life Insurance Company;	Vel II Account of Allmerica Financial Life Ins & Ann Co
Preview Full Doc	2003	Yearly Renewable Term Reinsurance Agreement Yearly Renewable Term Reinsurance Agreement (81K) Doc #189576: Click preview link for longer preview. YEARLY RENEWABLE TERM REINSURANCE AGREEMENT, Effective May 1, 1989 between STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA (Worcester, Massachusetts) and CONNECTICUT GENERAL LIFE INSURANCE COMPANY (Hartford, Connecticut) INDEX {Table} {Caption} ARTICLE PAGE ------- ---- {S} {C} {C} Accounting Statements 11 6 Amounts at Risk 7 4 Application of Agreement 1 1 Arbitration 16 10 Automatic Reinsurance 2 1 Cancellations 10 5 Changes 10 5 Claim Payments 12 7 Claim Procedures 12 7 Conditions of Reinsurance 6 3 Contested Claims 12 7 Data Requirements 11 6 Duration of Agreement 17 11 Exchanges 10 5 Experience Refunds 14 9 Extra-Contractual Damages 12 8 Facultative Reinsurance 3 2 Increasing Insurance Amounts 2 2 Insolvency 12 8 Jumbo Risk Defined 2 2 Liability of Connecticut General 5 3 Misstatements of Age or Sex 12 8 New Limits of Retention 2 2 Notification 4 3 Oversights 16 10 Premium Payment Basis 8 4 Premium Rates 8 4 Premium Tax Reimbursements 9 5 Procedure for Facultative Reinsurance 3 3 Recaptures 13 9 Reductions 10 5 Reinstatements 10 5 Right to Inspect 15 9 Split Option 2 2 Yearly Renewable Term 7 4 {/Table} SCHEDULES A. Retention of State Mutual B. Automatic Reinsurance in Connecticut General C. Reinsurance Application D. Bulk Reporting Forms E. Reinsurance Premiums {Page} YEARLY RENEWABLE TERM REINSURANCE AGREEMENT between STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA (Hereinafter called State Mutual) and CONNECTICUT GENERAL LIFE INSURANCE COMPANY (Hereinafter called Connecticut General) It is agreed by the two companies as follows: ARTICLE 1 APPLICATION OF AGREEMENT Reinsurance under this agreement will apply to life reinsurance issued by State Mutual on its Joint Last Survivor Plan known as Inheiritage (Form No. 1020-89). Such reinsurance will include those policies issued when one participant of the joint policy is uninsurable, provided that the underwriting assessment of the insurable participant is no higher than Table 6 (250%); and will also include those policies issued in conversion or exchange of existing individual life policies whether originally reinsured in Connecticut General or not. ARTICLE 2 AUTOMATIC REINSURANCE Whenever State Mutual requires reinsurance for the excess over its retention of life insurance issued in accordance with State Mutual's usual underwriting standards for individually selected risks and such insurance is issued to a United States or Canadian resident whose surname begins with any of the letters A through Z inclusive, who is not classified as a jumbo risk as hereinafter defined, and on who State Mutual is retaining its maximum limit of retention as shown in Schedule A, attached hereto, State Mutual will cede and Connecticut General will accept 33-1/3% of such reinsurance under this agreement up to a maximum amount on one life as shown in Schedule B, attached hereto, provided that such reinsurance is not being submitted to any reinsurer on a facultative basis. State Mutual will not change its existing underwriting and issuance practices in effect on or after May 1, 1989 which relate to the policies reinsured hereunder unless State Mutual notifies Connecticut General in writing. 1 {Page} JUMBO RISK DEFINED For the purpose of this agreement, a jumbo risk is defined as one where the papers of State Mutual indicate that the proposed insured's total life insurance in force and applied for in all companies exceeds the applicable amount shown in the following schedule: {Table} {Caption} INSURANCE AGE TOTAL LINE ------------- ---------- {S} {C} 20 - 70 $ 20,000,000 {/Table} SPLIT OPTION The Split Option Rider attached to Joint Last Survivor policies reinsured hereunder will be reinsured under this provision, and any additional premium which State Mutual may collect for such rider will be paid to Connecticut General on the reinsured portion. To exercise the Split Option Rider, each insured must be rated no higher than Table 4 (200%), and the face amount of each new individual policy must be no more than 50% of the face amount of the joint policy. Subject to the foregoing and any other applicable provisions, each new policy will be reinsured under the appropriate individual life reinsurance agreement in effect between the two companies which covers the new plan of insurance. NEW LIMITS OR RETENTION State Mutual's usual limits of retention are shown in Schedule A, attached hereto. State Mutual will notify Connecticut General of all subsequent changes in these limits. ARTICLE 3 FACULTATAIVE REINSURANCE Whenever State Mutual desires reinsurance of individual life insurance, it may apply to Connecticut General for reinsurance under the provisions of this agreement. PROCEDURE FOR FACULTATIVE REINSURANCE Whenever State Mutual applies to Connecticut General for facultative reinsurance, it will forward Connecticut General an application form in substantial accord with Schedule C, attached hereto, together with copies of the original application, medical examiners' reports, inspection reports, and all other commonly accepted underwriting evidence bearing on the insurability of the risk. Connecticut General will examine the papers immediately upon receipt of such application and, as soon as possible, notify State Mutual of 189576	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; TOTAL TOTAL SA ( Oil & Gas - Integrated ) As referenced in this Yearly Renewable Term Reinsurance Agreement: TOTAL ---- ---- --- ----- {S – ____ CG Business ____ LINA Business Prepared By:_______________________ From: _________________________ Telephone: ________________________ Account:_______________________ Reinsurance Report Covering Month of:_____________________ SECTION I : ACCOUNTING STATEMENT {Table} {Caption} LIFE DIS. ADB TOTAL ---- ---- --- ----- {S } {C} {C} {C} {C} Reinsurance Premiums: First Year Renewal Total Claim Payments Claim Expenses* Premium Taxes (____% of Total Premium) Net Amount Due: Check enclosed for: $_____________ Please remit _____________ dt 1394332 ;	State Mutual Life Assurance Company of America; Vel II Account of Allmerica Financial Life Ins & Ann Co

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