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Preview Full Doc	2002	Universal American Financial Corp. Signs Definitive Agreement to Acquire Pyramid Life Insurance Company for $56 Million Universal American Financial Corp. Signs Definitive Agreement to Acquire Pyramid Life Insurance Company for $56 Million (5K) Doc #292392: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv12-23_release.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. SIGNS DEFINITIVE --------------------------------------------------- AGREEMENT TO ACQUIRE PYRAMID LIFE INSURANCE ------------------------------------------- COMPANY FOR $56 MILLION ----------------------- Rye Brook, NY - December 23, 2002 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") announced today that one of its subsidiaries has entered into a definitive contract to acquire Pyramid Life Insurance Company ("Pyramid Life") from Ceres Group, Inc. (Nasdaq National Market: CERG) for $56 million in cash. The closing of the transaction, which is subject to regulatory approvals and other customary conditions, is scheduled to close during the first quarter of 2003. Founded in 1913, Pyramid Life specializes in providing health and life insurance products to the senior market. These products include Medicare supplement, long-term care, life insurance, and annuities. Pyramid Life markets its products in 26 states through a career agency sales force of over 1,100 career agents operating out of 29 Senior Solutions Sales Centers. As of the end of the third quarter of 2002, Pyramid Life had approximately $110 million of premium in force and in excess of $100 million of assets. "This is an ideal acquisition for our company," stated Richard Barasch, chairman and CEO of Universal American. "Pyramid Life has a profitable block of in force premium and a first rate sales organization that has consistently produced high quality senior business. In the past year, production has increased by 15% to more than $25 million on an annualized basis. In addition, this acquisition will add further scale and efficiencies to our operations in the rapidly expanding senior market. Even though we will take advantage of our cost-effective and efficient service center to administer the business, we will preserve the marketing identity and quality service that has defined Pyramid Life." (more) {PAGE} Universal American Financial Corp. Page 2 December 23, 2002 Universal American also issued earnings guidance for 2003 in the range of $0.66 to $0.68 per diluted share before giving effect to this acquisition. Based on management estimates, the acquisition of Pyramid Life will be at least 5% accretive in the first year after the closing of the transaction. Banc of America Securities is acting as exclusive financial advisor to Universal American in this transaction. A conference call with management regarding this release is scheduled for 11:00 a.m. (Eastern), Monday, December 23, 2002. To listen to the live call, please go to the Company's website at www.uafc.com at least 15 minutes early to download and install any necessary audio software. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 30 days at the websites. ABOUT CERES GROUP, INC. Ceres Group, Inc., through its insurance subsidiaries, provides a wide array of health and life insurance products through two primary business segments. Ceres' Medical Segment includes major medical health insurance for individuals, associations and small businesses. The Senior Segment includes senior health, life and annuity products for Americans age 55 and over. For more information, visit www.ceresgp.com. ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as third party administrator services for insurance and non-insurance programs in the senior market. The Company is included on the Russell 2000 and 3000 Indexes. For more information on Universal American, please visit our website at www.uafc.com. Except for the historical information contained above, this document may contain some forward looking statements, including statements related to 2003 operating results, which involve a number of risks and uncertainties that could cause actual results to differ materially. These risk factors are listed from time to time in the Company's SEC reports. The estimate of the accretion of the transaction reflects the Company's best estimates based upon available information and numerous assumptions and, accordingly, may or may not be achieved if business conditions change or the assumptions that have been made prove not to be accurate. CONTACT: -OR- INVESTOR RELATIONS COUNSEL: Robert A. Waegelein The Equity Group Inc. Executive Vice President & www.theequitygroup.com Chief Financial Officer (914) 934-8820 Linda Latman (212) 836-9609 Lauren Barbera (212) 836-9610 {/TEXT} {/DOCUMENT} 292392	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Universal American Financial Corp. Signs Definitive Agreement to Acquire Pyramid Life Insurance Company for $56 Million: Ceres Group, – American") announced today that one of its subsidiaries has entered into a definitive contract to acquire Pyramid Life Insurance Company ("Pyramid Life") from Ceres Group, Inc. (Nasdaq National Market: CERG) for $56 million in cash. The closing of the transaction, which is subject to regulatory approvals and _____________ CERES GROUP, – are unable to listen live, the conference call will be archived and can be accessed for approximately 30 days at the websites. ABOUT CERES GROUP, INC. Ceres Group, Inc., through its insurance subsidiaries, provides a wide array of health and life insurance products through two primary business _____________ Ceres Group, – listen live, the conference call will be archived and can be accessed for approximately 30 days at the websites. ABOUT CERES GROUP, INC. Ceres Group, Inc., through its insurance subsidiaries, provides a wide array of health and life insurance products through two primary business segments. Ceres' Medical _____________ dt 231271 ; UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. Signs Definitive Agreement to Acquire Pyramid Life Insurance Company for $56 Million: UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv12-23_release.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 UNIVERSAL AMERICAN FINANCIAL CORP . FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. SIGNS DEFINITIVE --------------------------------------------------- AGREEMENT TO ACQUIRE PYRAMID LIFE INSURANCE ------------------------------------------- COMPANY FOR $56 MILLION ----------------------- Rye Brook, NY - _____________ UNIVERSAL AMERICAN FINANCIAL CORP – TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv12-23_release.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP . SIGNS DEFINITIVE --------------------------------------------------- AGREEMENT TO ACQUIRE PYRAMID LIFE INSURANCE ------------------------------------------- COMPANY FOR $56 MILLION ----------------------- Rye Brook, NY - December 23, 2002 - UNIVERSAL AMERICAN FINANCIAL CORP. ( _____________ UNIVERSAL AMERICAN FINANCIAL CORP – RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. SIGNS DEFINITIVE --------------------------------------------------- AGREEMENT TO ACQUIRE PYRAMID LIFE INSURANCE ------------------------------------------- COMPANY FOR $56 MILLION ----------------------- Rye Brook, NY - December 23, 2002 - UNIVERSAL AMERICAN FINANCIAL CORP . (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") announced today that one of its subsidiaries has entered into a definitive contract to acquire Pyramid _____________ Universal American Financial Corp – efficient service center to administer the business, we will preserve the marketing identity and quality service that has defined Pyramid Life." (more) {PAGE} Universal American Financial Corp . Page 2 December 23, 2002 Universal American also issued earnings guidance for 2003 in the range of $0.66 to $0.68 _____________ UNIVERSAL AMERICAN FINANCIAL CORP – Senior Segment includes senior health, life and annuity products for Americans age 55 and over. For more information, visit www.ceresgp.com. ABOUT UNIVERSAL AMERICAN FINANCIAL CORP . Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as _____________ dt 231245 ;	Pyramid Life Insurance Company
Preview Full Doc	2003	Universal American Financial Corp. Completes Acquisition of Pyramid Life Universal American Financial Corp. Completes Acquisition of Pyramid Life (3K) Doc #292391: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}mv4-1_ex991.txt {DESCRIPTION}99.1 {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP. COMPLETES ACQUISITION OF PYRAMID LIFE --------------------------- Rye Brook, NY - March 31, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") announced that, through one of its subsidiaries, it completed today the acquisition of Pyramid Life Insurance Company ("Pyramid Life") from Ceres Group, Inc. (NASDAQ National Market: CERG) for $57.5 million. Founded in 1913, Pyramid Life provides health and life insurance products to the senior market including Medicare supplement, long-term care, life insurance, and annuities. Pyramid Life markets its products in 26 states through a career agency sales force of over 1,100 career agents operating out of 29 Senior Solutions Sales Centers. "We believe this to be an ideal acquisition for our company," stated Richard Barasch, chairman and CEO of Universal American. "We are acquiring a company with a profitable block of in force premium and a productive and skilled sales organization that has consistently produced quality senior market business. In 2002, these agents wrote more than $26 million on an annualized basis. "In anticipation of the acquisition, we have already begun the integration of Pyramid," Mr. Barasch continued, "and we believe that most of the business will be converted onto our systems by the end of the year. While we will utilize our cost-effective and efficient service center to administer the business, we will preserve the marketing identity and quality service that has defined Pyramid Life." Banc of America Securities was the exclusive financial advisor to Universal American in this transaction. Raymond James acted as financial advisor to the Transaction Committee of the Board of Directors of Universal American. (more) {PAGE} Universal American Financial Corp. Page 2 March 31, 2003 ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as third party administrator services for insurance and non-insurance programs in the senior market. The Company is included on the Russell 2000 and 3000 Indexes. For more information on Universal American, please visit our website at www.uafc.com. Except for the historical information contained above, this document may contain some forward looking statements, including statements related to 2003 operating results, which involve a number of risks and uncertainties that could cause actual results to differ materially. These risk factors are listed from time to time in the Company's SEC reports. The estimate of the accretion of the transaction reflects the Company's best estimates based upon available information and numerous assumptions and, accordingly, may or may not be achieved if business conditions change or the assumptions that have been made prove not to be accurate. CONTACT: -OR- INVESTOR RELATIONS COUNSEL: Robert A. Waegelein The Equity Group Inc. Executive Vice President & www.theequitygroup.com ---------------------- Chief Financial Officer (914) 934-8820 Linda Latman (212) 836-9609 Sarah Torres (212) 836-9611 {/TEXT} {/DOCUMENT} 292391	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Universal American Financial Corp. Completes Acquisition of Pyramid Life: Ceres Group, – UHCO) ("Universal American") announced that, through one of its subsidiaries, it completed today the acquisition of Pyramid Life Insurance Company ("Pyramid Life") from Ceres Group, Inc. (NASDAQ National Market: CERG) for $57.5 million. Founded in 1913, Pyramid Life provides health and life insurance products to the _____________ dt 231270 ; UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. Completes Acquisition of Pyramid Life: UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}mv4-1_ex991.txt {DESCRIPTION}99.1 {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP . FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP. COMPLETES ACQUISITION OF PYRAMID LIFE --------------------------- Rye Brook, NY - March 31, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP. ( _____________ UNIVERSAL AMERICAN FINANCIAL CORP – TYPE}EX-99 {SEQUENCE}4 {FILENAME}mv4-1_ex991.txt {DESCRIPTION}99.1 {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP . COMPLETES ACQUISITION OF PYRAMID LIFE --------------------------- Rye Brook, NY - March 31, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") announced _____________ UNIVERSAL AMERICAN FINANCIAL CORP – 1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP. COMPLETES ACQUISITION OF PYRAMID LIFE --------------------------- Rye Brook, NY - March 31, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP . (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") announced that, through one of its subsidiaries, it completed today the acquisition of Pyramid Life Insurance _____________ Universal American Financial Corp – in this transaction. Raymond James acted as financial advisor to the Transaction Committee of the Board of Directors of Universal American. (more) {PAGE} Universal American Financial Corp . Page 2 March 31, 2003 ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp. offers a portfolio of supplemental life and health _____________ UNIVERSAL AMERICAN FINANCIAL CORP – the Transaction Committee of the Board of Directors of Universal American. (more) {PAGE} Universal American Financial Corp. Page 2 March 31, 2003 ABOUT UNIVERSAL AMERICAN FINANCIAL CORP . Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as _____________ dt 231244 ;	Pyramid Life Insurance Company
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (173K) Doc #1736002: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and among GREAT AMERICAN FINANCIAL RESOURCES, INC., PROJECT GARDEN ACQUISITION INC. and CERES GROUP, INC. Dated as of May 1, 2006 ================================================================================ TABLE OF CONTENTS . . . 1736002	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Agreement and Plan of Merger: CERES GROUP, INC – txt {DESCRIPTION}EX-2.1 {TEXT} {PAGE} EXHIBIT 2.1 EXECUTION COPY ================================================================================ AGREEMENT AND PLAN OF MERGER by and among GREAT AMERICAN FINANCIAL RESOURCES, INC., PROJECT GARDEN ACQUISITION INC. and CERES GROUP, INC . Dated as of May 1, 2006 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} ARTICLE I THE MERGER Section 1.1 The Merger.................................................. 1 Section 1.2 Closing..................................................... _____________ Ceres Group, Inc – dated as of May 1, 2006 (this "Agreement"), by and among Great American Financial Resources, Inc., a Delaware corporation ("Parent"), Project Garden Acquisition Inc., a Delaware corporation ("Acquisition Sub"), and Ceres Group, Inc ., a Delaware corporation (the "Company") (Acquisition Sub and the Company being hereinafter collectively referred to as the "Constituent Corporations"). WITNESSETH: WHEREAS, the Board of Directors of the Company (the " _____________ Ceres Group, Inc – on the day on which such fax was sent; provided, that a copy is sent the same day by overnight courier or express mail service. If to the Company, to: Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 Attention: Kathleen L. Mesel, Esq. Telephone: (440) 572-2400 Facsimile: (440) 878-3600 with a copy (which shall not constitute notice) to: Sidley _____________ CERES GROUP, INC – RESOURCES, INC. By: /s/ Mark F. Muething ------------------------------------ Name: Mark F. Muething Title: Executive Vice President PROJECT GARDEN ACQUISITION INC. By: /s/ Mark F. Muething ------------------------------------ Name: Mark F. Muething Title: President CERES GROUP, INC . By: /s/ Thomas J. Kilian ------------------------------------ Name: Thomas J. Kilian Title: President and Chief Executive Officer 45 {/TEXT} {/DOCUMENT} _____________ dt 1622242 ; GAFR Great American Financial Resources Inc. ( Life Insurance ) As referenced in this Agreement and Plan of Merger: GREAT AMERICAN FINANCIAL RESOURCES, INC – {DOCUMENT} {TYPE}EX-2.1 {SEQUENCE}2 {FILENAME}l20108aexv2w1.txt {DESCRIPTION}EX-2.1 {TEXT} {PAGE} EXHIBIT 2.1 EXECUTION COPY ================================================================================ AGREEMENT AND PLAN OF MERGER by and among GREAT AMERICAN FINANCIAL RESOURCES, INC ., PROJECT GARDEN ACQUISITION INC. and CERES GROUP, INC. Dated as of May 1, 2006 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} ARTICLE I THE MERGER Section 1. _____________ Great American Financial Resources, Inc – 5.14 Employees and Employee Benefit Plans iii {PAGE} AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2006 (this "Agreement"), by and among Great American Financial Resources, Inc ., a Delaware corporation ("Parent"), Project Garden Acquisition Inc., a Delaware corporation ("Acquisition Sub"), and Ceres Group, Inc., a Delaware corporation (the "Company") (Acquisition Sub and the Company being hereinafter _____________ Great American Financial Resources, Inc – has the meaning set forth in Section 2.9. "CONFIDENTIALITY AGREEMENT" means the Confidentiality Agreement, dated as of January 5, 2006 and amended on March 20, 2006, by and between Great American Financial Resources, Inc . and UBS Securities LLC and Cochran Caronia Waller LLC, on behalf of the Company. "CONSTITUENT CORPORATIONS" has the meaning set forth in the introductory paragraph of this Agreement. "CONTRACT" _____________ Great American Financial Resources, Inc – LLP One South Dearborn Street Chicago, Illinois 60603 Attention: John J. Sabl, Esq. Telephone: (312) 853-7000 Facsimile: (312) 853-7036 40 {PAGE} If to Parent or Acquisition Sub, to: Great American Financial Resources, Inc . 250 East Fifth Street Cincinnati, Ohio 45202 Attention: Mark F. Muething Telephone: (513) 333-5515 Facsimile: (513) 357-3397 with a copy (which shall not constitute notice) to: Keating _____________ GREAT AMERICAN FINANCIAL RESOURCES, INC – 44 {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. GREAT AMERICAN FINANCIAL RESOURCES, INC . By: /s/ Mark F. Muething ------------------------------------ Name: Mark F. Muething Title: Executive Vice President PROJECT GARDEN ACQUISITION INC. By: /s/ Mark F. Muething ------------------------------------ Name: Mark F. Muething Title: President CERES _____________ dt 1633354 ; Great American Great American Financial Resources Inc. ( Casinos & Gaming ) As referenced in this Agreement and Plan of Merger: GREAT AMERICAN FINANCIAL RESOURCES, INC – {DOCUMENT} {TYPE}EX-2.1 {SEQUENCE}2 {FILENAME}l20108aexv2w1.txt {DESCRIPTION}EX-2.1 {TEXT} {PAGE} EXHIBIT 2.1 EXECUTION COPY ================================================================================ AGREEMENT AND PLAN OF MERGER by and among GREAT AMERICAN FINANCIAL RESOURCES, INC ., PROJECT GARDEN ACQUISITION INC. and CERES GROUP, INC. Dated as of May 1, 2006 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} ARTICLE I THE MERGER Section 1. _____________ Great American Financial Resources, Inc – 5.14 Employees and Employee Benefit Plans iii {PAGE} AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2006 (this "Agreement"), by and among Great American Financial Resources, Inc ., a Delaware corporation ("Parent"), Project Garden Acquisition Inc., a Delaware corporation ("Acquisition Sub"), and Ceres Group, Inc., a Delaware corporation (the "Company") (Acquisition Sub and the Company being hereinafter _____________ Great American Financial Resources, Inc – has the meaning set forth in Section 2.9. "CONFIDENTIALITY AGREEMENT" means the Confidentiality Agreement, dated as of January 5, 2006 and amended on March 20, 2006, by and between Great American Financial Resources, Inc . and UBS Securities LLC and Cochran Caronia Waller LLC, on behalf of the Company. "CONSTITUENT CORPORATIONS" has the meaning set forth in the introductory paragraph of this Agreement. "CONTRACT" _____________ Great American Financial Resources, Inc – LLP One South Dearborn Street Chicago, Illinois 60603 Attention: John J. Sabl, Esq. Telephone: (312) 853-7000 Facsimile: (312) 853-7036 40 {PAGE} If to Parent or Acquisition Sub, to: Great American Financial Resources, Inc . 250 East Fifth Street Cincinnati, Ohio 45202 Attention: Mark F. Muething Telephone: (513) 333-5515 Facsimile: (513) 357-3397 with a copy (which shall not constitute notice) to: Keating _____________ GREAT AMERICAN FINANCIAL RESOURCES, INC – 44 {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. GREAT AMERICAN FINANCIAL RESOURCES, INC . By: /s/ Mark F. Muething ------------------------------------ Name: Mark F. Muething Title: Executive Vice President PROJECT GARDEN ACQUISITION INC. By: /s/ Mark F. Muething ------------------------------------ Name: Mark F. Muething Title: President CERES _____________ dt 1609226 ;	National City National City Bank ( Financial ) As referenced in this Agreement and Plan of Merger: National City Bank, – payment in lieu of exercise of such Company Stock Options and the receipt of Merger Consideration. Section 2.10 Exchange of Certificates. (a) Paying Agent. Prior to the Effective Time, National City Bank, or such other bank or trust company reasonably acceptable to the Company and Parent, shall be designated by Parent to act as the Paying Agent (the "Paying Agent") for _____________ National City Bank, – or other instrument or obligation. "CREDIT FACILITY" means the Credit and Security Agreement dated as of December 23, 2003, as amended, by and among the Company, certain of its Subsidiaries, National City Bank, The CIT Group/Equipment Financing, Inc. and each of the lenders, guarantors and financial institutions party thereto. "DGCL" has the meaning set forth in Section 1.1. "DISSENTING SHARES" _____________ dt 1625611 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Agreement and Plan of Merger: UBS Securities LLC – such opinion, the Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock. Section 3.20 Finders' and Other Fees. Except for UBS Securities LLC and Cochran Caronia Waller LLC, whose fees are disclosed in Section 3.20 of the Company Disclosure Schedule and will be paid by the Company, there is no investment _____________ UBS Securities LLC – consents set forth in Section 3.3 of the Company Disclosure Schedule. Section 5.13 Advisory Fees, etc. Pursuant to engagement letters entered into between the Company and each of UBS Securities LLC and Cochran Caronia Waller LLC each dated as of December 5, 2005, the Company agrees (and Parent and Acquisition Sub agree) that, if the Closing occurs, the Company will _____________ UBS Securities LLC – Waller LLC each dated as of December 5, 2005, the Company agrees (and Parent and Acquisition Sub agree) that, if the Closing occurs, the Company will provide to each of UBS Securities LLC and Cochran Caronia Waller LLC at the Closing a cash amount sufficient to pay in full all of such financial advisors' respective fees and expenses with respect to the _____________ UBS Securities LLC – Section 2.9. "CONFIDENTIALITY AGREEMENT" means the Confidentiality Agreement, dated as of January 5, 2006 and amended on March 20, 2006, by and between Great American Financial Resources, Inc. and UBS Securities LLC and Cochran Caronia Waller LLC, on behalf of the Company. "CONSTITUENT CORPORATIONS" has the meaning set forth in the introductory paragraph of this Agreement. "CONTRACT" means any written or _____________ dt 1665218
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (161K) Doc #1738173: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and among GREAT AMERICAN FINANCIAL RESOURCES, INC., PROJECT GARDEN ACQUISITION INC. and CERES GROUP, INC. Dated as of May 1, 2006 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 Closing 1 . . . 1738173	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Agreement and Plan of Merger: CERES GROUP, INC – 2 EX-2 2 l20161aexv2.htm EX-2 Exhibit 2 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among GREAT AMERICAN FINANCIAL RESOURCES, INC., PROJECT GARDEN ACQUISITION INC. and CERES GROUP, INC . Dated as of May 1, 2006 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective _____________ Ceres Group, Inc – dated as of May 1, 2006 (this Agreement), by and among Great American Financial Resources, Inc., a Delaware corporation (Parent), Project Garden Acquisition Inc., a Delaware corporation (Acquisition Sub), and Ceres Group, Inc ., a Delaware corporation (the Company) (Acquisition Sub and the Company being hereinafter collectively referred to as the Constituent Corporations). W I T N E S S E T H: _____________ Ceres Group, Inc – on the day on which such fax was sent; provided, that a copy is sent the same day by overnight courier or express mail service. If to the Company, to: Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 Attention: Kathleen L. Mesel, Esq. Telephone: (440) 572-2400 Facsimile: (440) 878-3600 with a copy (which shall not constitute notice) to: Sidley _____________ CERES GROUP, INC – RESOURCES, INC. By: /s/ Mark F. Muething Name: Mark F. Muething Title: Executive Vice President PROJECT GARDEN ACQUISITION INC. By: /s/ Mark F. Muething Name: Mark F. Muething Title: President CERES GROUP, INC . By: /s/ Thomas J. Kilian Name: Thomas J. Kilian Title: President and Chief Executive Officer 45 _____________ dt 1622243 ; GAFR Great American Financial Resources Inc. ( Life Insurance ) As referenced in this Agreement and Plan of Merger: GREAT AMERICAN FINANCIAL RESOURCES, INC – EX-2 EX-2 2 l20161aexv2.htm EX-2 Exhibit 2 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among GREAT AMERICAN FINANCIAL RESOURCES, INC ., PROJECT GARDEN ACQUISITION INC. and CERES GROUP, INC. Dated as of May 1, 2006 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section _____________ Great American Financial Resources, Inc – Section 5.14 Employees and Employee Benefit Plans iii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2006 (this Agreement), by and among Great American Financial Resources, Inc ., a Delaware corporation (Parent), Project Garden Acquisition Inc., a Delaware corporation (Acquisition Sub), and Ceres Group, Inc., a Delaware corporation (the Company) (Acquisition Sub and the Company being hereinafter _____________ Great American Financial Resources, Inc – has the meaning set forth in Section 2.9. Confidentiality Agreement means the Confidentiality Agreement, dated as of January 5, 2006 and amended on March 20, 2006, by and between Great American Financial Resources, Inc . and UBS Securities LLC and Cochran Caronia Waller LLC, on behalf of the Company. Constituent Corporations has the meaning set forth in the introductory paragraph of this Agreement. Contract _____________ Great American Financial Resources, Inc – Austin LLP One South Dearborn Street Chicago, Illinois 60603 Attention: John J. Sabl, Esq. Telephone: (312) 853-7000 Facsimile: (312) 853-7036 40 If to Parent or Acquisition Sub, to: Great American Financial Resources, Inc . 250 East Fifth Street Cincinnati, Ohio 45202 Attention: Mark F. Muething Telephone: (513) 333-5515 Facsimile: (513) 357-3397 with a copy (which shall not constitute notice) to: Keating _____________ GREAT AMERICAN FINANCIAL RESOURCES, INC – follows.) 44 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. GREAT AMERICAN FINANCIAL RESOURCES, INC . By: /s/ Mark F. Muething Name: Mark F. Muething Title: Executive Vice President PROJECT GARDEN ACQUISITION INC. By: /s/ Mark F. Muething Name: Mark F. Muething Title: President CERES _____________ dt 1633355 ; Great American Great American Financial Resources Inc. ( Casinos & Gaming ) As referenced in this Agreement and Plan of Merger: GREAT AMERICAN FINANCIAL RESOURCES, INC – EX-2 EX-2 2 l20161aexv2.htm EX-2 Exhibit 2 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among GREAT AMERICAN FINANCIAL RESOURCES, INC ., PROJECT GARDEN ACQUISITION INC. and CERES GROUP, INC. Dated as of May 1, 2006 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section _____________ Great American Financial Resources, Inc – Section 5.14 Employees and Employee Benefit Plans iii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2006 (this Agreement), by and among Great American Financial Resources, Inc ., a Delaware corporation (Parent), Project Garden Acquisition Inc., a Delaware corporation (Acquisition Sub), and Ceres Group, Inc., a Delaware corporation (the Company) (Acquisition Sub and the Company being hereinafter _____________ Great American Financial Resources, Inc – has the meaning set forth in Section 2.9. Confidentiality Agreement means the Confidentiality Agreement, dated as of January 5, 2006 and amended on March 20, 2006, by and between Great American Financial Resources, Inc . and UBS Securities LLC and Cochran Caronia Waller LLC, on behalf of the Company. Constituent Corporations has the meaning set forth in the introductory paragraph of this Agreement. Contract _____________ Great American Financial Resources, Inc – Austin LLP One South Dearborn Street Chicago, Illinois 60603 Attention: John J. Sabl, Esq. Telephone: (312) 853-7000 Facsimile: (312) 853-7036 40 If to Parent or Acquisition Sub, to: Great American Financial Resources, Inc . 250 East Fifth Street Cincinnati, Ohio 45202 Attention: Mark F. Muething Telephone: (513) 333-5515 Facsimile: (513) 357-3397 with a copy (which shall not constitute notice) to: Keating _____________ GREAT AMERICAN FINANCIAL RESOURCES, INC – follows.) 44 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. GREAT AMERICAN FINANCIAL RESOURCES, INC . By: /s/ Mark F. Muething Name: Mark F. Muething Title: Executive Vice President PROJECT GARDEN ACQUISITION INC. By: /s/ Mark F. Muething Name: Mark F. Muething Title: President CERES _____________ dt 1609227 ;	National City National City Bank ( Financial ) As referenced in this Agreement and Plan of Merger: National City Bank, – payment in lieu of exercise of such Company Stock Options and the receipt of Merger Consideration. Section 2.10 Exchange of Certificates. (a) Paying Agent. Prior to the Effective Time, National City Bank, or such other bank or trust company reasonably acceptable to the Company and Parent, shall be designated by Parent to act as the Paying Agent (the Paying Agent) for _____________ National City Bank, – or other instrument or obligation. Credit Facility means the Credit and Security Agreement dated as of December 23, 2003, as amended, by and among the Company, certain of its Subsidiaries, National City Bank, The CIT Group/Equipment Financing, Inc. and each of the lenders, guarantors and financial institutions party thereto. DGCL has the meaning set forth in Section 1.1. Dissenting Shares _____________ dt 1625612 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Agreement and Plan of Merger: UBS Securities LLC – such opinion, the Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock. Section 3.20 Finders and Other Fees. Except for UBS Securities LLC and Cochran Caronia Waller LLC, whose fees are disclosed in Section 3.20 of the Company Disclosure Schedule and will be paid by the Company, there is no investment _____________ UBS Securities LLC – consents set forth in Section 3.3 of the Company Disclosure Schedule. Section 5.13 Advisory Fees, etc. Pursuant to engagement letters entered into between the Company and each of UBS Securities LLC and Cochran Caronia Waller LLC each dated as of December 5, 2005, the Company agrees (and Parent and Acquisition Sub agree) that, if the Closing occurs, the Company will _____________ UBS Securities LLC – Waller LLC each dated as of December 5, 2005, the Company agrees (and Parent and Acquisition Sub agree) that, if the Closing occurs, the Company will provide to each of UBS Securities LLC and Cochran Caronia Waller LLC at the Closing a cash amount sufficient to pay in full all of such financial advisors respective fees and expenses with respect to the _____________ UBS Securities LLC – Section 2.9. Confidentiality Agreement means the Confidentiality Agreement, dated as of January 5, 2006 and amended on March 20, 2006, by and between Great American Financial Resources, Inc. and UBS Securities LLC and Cochran Caronia Waller LLC, on behalf of the Company. Constituent Corporations has the meaning set forth in the introductory paragraph of this Agreement. Contract means any written or _____________ dt 1665219
Preview Full Doc	2006	Annual Report to Shareholders Annual Report to Shareholders (234K) Doc #2521031: Click preview link for longer preview. Legg Mason Investors Trust, Inc. Investment Commentary and Annual Report to Shareholders March 31, 2006 American Leading Companies Trust Balanced Trust Financial Services Fund U.S. Small-Capitalization Value Trust LEGG MASON FUNDS Personalized Guidance. Intelligent Choices.SM Contents Commentary Investment Commentary ii Glossary of Index Definitions xvi Annual Report to Shareholders Presidents Letter 1 American Leading Companies Trust Managements Discussion of Fund Performance 2 Expense Example 5 Performance Information 6 Financial Statements 11 Balanced Trust Managements Discussion of Fund Performance 22 Expense Example 25 Performance Information 26 Financial Statements 32 Financial Services Fund Managements Discussion of Fund Performance 46 Expense Example 48 Performance Information 49 Financial Statements 54 U.S. Small-Capitalization Value Trust Managements Discussion of Fund Performance 62 Expense Example 64 Performance Information 65 Financial Statements 70 Notes to Financial Statements 87 Report of Independent Registered Public Accounting Firm 98 Change in Independent Registered Public Accounting Firm 99 Directors and Officers 100 Board Consideration of Legg Mason American Leading Companies Trusts Investment Advisory and Management Agreement 104 Board Consideration of Legg Mason Balanced Trusts Investment Advisory and Management Agreement and Sub-Advisory Agreement 106 Board Consideration of Legg Mason Financial Services Funds Investment Advisory and Management Agreement and Sub-Advisory Agreement 108 Board Consideration of Legg Mason U.S. Small- Capitalization Value Trusts Investment Advisory and Management Agreement and Sub-Advisory Agreement 110 Glossary of Index Definitions 112 ii Investment Commentary American Leading Companies Trust Market Commentary The U.S. equity market posted strong results in the first quarter of 2006 by any measure. The S&P 500 Indexs total return of 4.2% was its best first quarter showing since 1999, while the Nasdaq had its best March quarter since 2000, and the Dow Industrials its best since 2002. Total Returns Periods Ending March 31, 2006 3 Months 1 Year S&P 500 Stock Composite IndexA +4.21 % +11.73 % Dow Jones Industrial AverageA +4.24 % +8.26 % S&P 400 Mid-Cap IndexA +7.63 % +21.62 % Russell 2000 IndexA +13.94 % +25.93 % Nasdaq Composite IndexA +6.37 % +18.02 % The stars of the show in the March quarter continued to be the small- and mid-cap stocks. As shown in the above table, the S&P Mid-Cap Index was up 7.63% and the Russell 2000 Index gained a mind-blowing 13.94%. Is this surge a last hurrah for small-cap relative performance, or powerful evidence that the trend has further to run? We obviously cant say for sure, but from our perspective, the valuation case for large-cap is becoming more compelling, while the valuation underpinnings are weakening in the small-cap sector. As a consequence, we believe the risk in small-caps is rising relative to large-caps. Well get to the valuation case for large versus small stocks in a minute, but first we should note that the recent strength in small-caps may well have very little to do with relative valuation. We may instead be seeing evidence of piling on, or piling in, by the hedge funds. Many, if not most, hedge funds are trend followers. They go where the action is. Lately, the action has clearly been in small-caps. According to Albert Richards, Citigroups U.S. small-and mid-cap strategist, a representative sample of hedge funds have 59% of their assets in companies with market floats (shares outstanding less insider holdings) less than $10 billion, compared to the 28% that those companies represent of the Russell 3000 Index. Recently, there is anecdotal evidence that investors have also been buying small-cap exchange traded funds (ETF) as a means of gaining exposure to the small-cap sector without having to choose individual stocks. The ETFs must then use their cash inflows to buy the underlying shares of the companies in their benchmark, thus adding democratically (or indiscriminately, depending how you look at it) to overall small-cap stock demand. On a valuation basis, stocks in the Russell 2000 Index trade at 44 times 2005s earnings, compared with 18 times for the S&P 500. Within the S&P 500 itself, the bottom decile of companies (the smallest 50 by market value) trades at 20.1 times estimated 2006 earnings, while the top decile trades at a cap-weighted average of 14.4 times earnings as of the end of March. A See Glossary of Index Definitions on page xvi. It is not possible to invest in an index. The Investment Commentary is not a part of the Annual Report to Shareholders. Investment Commentary iii Is the P/E multiple premium currently accorded to small-cap stocks justified? Small-cap advocates think so. They argue that the largest companies in the S&P 500 are too big to grow very fast, while small-caps as a group have the opportunity to post superior growth rates for many years to come. Maybe so, but we remember when people made the exact opposite argument in 2000. Then, the conventional wisdom was that mega-caps should trade at a premium to the market because their results were more predictable and they were the primary beneficiaries of globalization. The small-caps, while admittedly cheap, were thought to warrant a discount valuation due to their greater business risk and illiquidity. The truth is that investors views on the relative merits of small versus large-caps fluctuate over time. Since 1960, large- and small-cap stocks have traded at roughly the same average P/E multiples, with large-caps greater stability being valued about equally with small-caps probable superiority in terms of growth prospects. In our experience, investors enthusiasm for either group is heavily influenced by recent relative performance trends. Investors tend to gravitate toward groups or sectors that have been doing well, and avoid sectors that have not. Small-caps are popular now principally, in our view, because they have been going up sharply. Large-capsand especially mega-capsare unpopular because they have been performance dogs in recent years. The worm will turn, as it always does. The only question is when. The Investment Commentary is not a part of the Annual Report to Shareholders. iv Investment Commentary Investment Results Total returns for the American Leading Companies Trust (Fund) for various periods ended March 31, 2006, are presented below, along with those of some comparative indices: First Quarter 2006 One Year Average Annual Total Returns Through March 31, 2006 Three Years Five Years Ten Years Since InceptionB American Leading Companies Primary Class +1.74 % +12.54 % +19.16 % +6.12 % +9.55 % +9.46 % Institutional Class +2.01 % +13.63 % +20.35 % N/A N/A +6.54 % S&P 500 Stock Composite Index +4.21 % +11.73 % +17.22 % +3.97 % +8.95 % +10.51 % Dow Jones Industrial Average +4.24 % +8.26 % +14.13 % +4.60 % +9.19 % +11.53 % Lipper Large-Cap Core FundsA +3.94 % +11.63 % +15.46 % +2.57 % +7.31 % +9.02 % Lipper Large-Cap Value FundsA +4.55 % +11.40 % +18.82 % +5.11 % +8.55 % +10.09 % The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information for the Primary Class please visit www.leggmasonfunds.com; for the Institutional Class please call 1-888-425-6432. The investment return and principal value of the Fund will fluctuate so that an investors shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods. Performance figures for periods longer than one year represent average annual returns. American Leading Companies Trust had a subpar March quarter, trailing all its principal benchmarks and peer fund averages. Returns on a one, three, five-year and ten-year basis are more encouraging. American Leading Companies performance is ahead of all relevant benchmarks and peer averages over those time periods. For the twelve months ended March 31, 2006, the leading percentage gainers in the portfolio among stocks owned for the entire period were: Phelps Dodge Corporation, Transocean Inc., Health Net Inc., Baker Hughes Incorporated, Hewlett-Packard Company, Merrill Lynch & Co., Inc., Nokia OyjADR, Anadarko Petroleum Corporation, Devon Energy Corporation and Texas Instruments Incorporated. Laggards included: Tyco International Ltd., Sara Lee B The inception date of the Primary Class is September 1, 1993. The inception date of the Institutional Class is June 14, 2001. Index returns are for periods beginning August 31, 1993. The Investment Commentary is not a part of the Annual Report to Shareholders. Investment Commentary v Corporation, Intel Corporation, Kimberly-Clark Corporation, Johnson & Johnson, IBM Corporation, Liberty Media Corporation, Wal-Mart Stores, Inc., Pfizer Inc. and Time Warner Inc. On a performance contribution basis, which takes into account both price change and portfolio weighting, the leading positive contributors for the fiscal year were: Health Net Inc., Phelps Dodge Corporation, UnitedHealth Group Incorporated, Sprint Nextel Corporation and J.P. Morgan Chase & Co. The largest detractors from performance were: Tyco International Ltd., Liberty Media CorporationSeries A, Intel Corporation, IBM Corporation and Bristol-Myers Squibb Company. The two sectors which contributed most positively to the Funds relative performance for the fiscal year were commodity stocks and managed-care companies. For the latest twelve months, we would describe portfolio activity as moderate, with turnover averaging about 20%. A complete listing of new purchases and liquidations is presented elsewhere in this report. In broad terms, during the year, we expanded the number of holdings in the portfolio by about 16%, from 57 to 66. The biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation, Accenture Ltd. and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of eBay Inc. and Yahoo! Inc., and additions to our holdings of Expedia Inc. and Amazon.com, Inc. We also repositioned our holdings in a number of sectors. In materials, we broadened our diversification by reducing our positions in three existing holdings to fund the purchase of U.S. Steel Corporation. In pharmaceuticals, we sold Merck & Co., Inc. and Bristol-Myers Squibb Co. to buy more Pfizer Inc. and Johnson & Johnson. In financials, we sold Fannie Mae and reduced our positions in MGIC Investment Corporation, Washington Mutual, Inc. and Lloyds TSB Group plc to buy a new position in re-insurer, XL Capital, and add to Countrywide Financial Corporation. In the consumer discretionary sector, we sold grocer Albertsonswhich is being taken overand bought Pulte Homes, Inc. and Eastman Kodak Company. Finally, we took advantage of favorable prices to reduce our portfolio weightings in energy stocks and managed-care companies. We are now underweight energy, but remain overweighted in the managed-care sector. 2521031	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Annual Report to Shareholders: Ceres Group, Inc – 138 Bristol West Holdings Inc. 28 529 California First National Bancorp 7 97 Camden National Corporation 12 457 Capital Title Group, Inc. 4 32 Cash America International, Inc. 30 907 Ceres Group, Inc . 69 381 A Chemical Financial Corporation 40 1,307 Chittenden Corporation 7 188 Citizens Banking Corporation 19 497 CNA Surety Corporation 45 744 A Columbia Banking System, Inc. 24 _____________ dt 1622244 ; 21st Century 21st Century Insurance Group ( Property & Casualty Insurance ) As referenced in this Annual Report to Shareholders: 21st Century Insurance Group – Energy Corporation 54 2,361 A The Houston Exploration Company 41 2,171 A The Oilgear Company 2 24 A TransMontaigne Inc. 75 731 A 6,746 Financials 35.1% 21st Century Insurance Group 65 1,032 ACE Cash Express, Inc. 18 441 A Advanta Corp. 15 501 Affirmative Insurance Holdings, Inc. 7 89 Alfa Corporation 49 841 American Equity Investment Life Holding _____________ dt 1625609 ; Abbott Labs Abbott Laboratories ( Pharmaceutical Preparations ) As referenced in this Annual Report to Shareholders: Abbott Laboratories – 1. Intel Corporation 15.0% 2. Johnson & Johnson 10.0% 3. Kimberly-Clark Corporation 9.4% 4. SYSCO Corporation 9.2% 5. International Business Machines Corporation 8.9% 6. Abbott Laboratories 6.6% 7. United States Treasury Notes, 2%, 1/15/14 4.7% 8. Wal-Mart Stores, Inc. 4.5% 9. Kroger Company 4.5% 10. SLM Corporation 3. _____________ Abbott Laboratories – Health Care Equipment and Supplies 3.3% Biomet, Inc. 21 753 DENTSPLY International Inc. 6 372 Kyphon Inc. 10 357 A STERIS Corporation 15 358 1,840 Pharmaceuticals 3.3% Abbott Laboratories 12 493 Johnson & Johnson 10 586 Teva Pharmaceutical Industries Ltd. ADR 19 786 1,865 Industrials 7.3% Aerospace and Defense 1.5% L-3 Communications Holdings, Inc. _____________ Abbott Laboratories – 550 % 5/1/13 475 452 1,388 Oil, Gas & Consumable Fuels 0.5% Pacific Gas and Electric Company 4.200 % 3/1/11 325 306 Pharmaceuticals 0.8% Abbott Laboratories 3.750 % 3/15/11 500 466 Road and Rail 0.8% Union Pacific Corporation 6.625 % 2/1/08 450 459 Total Corporate Bonds and Notes (Identified Cost $ _____________ dt 1563516 ;	Accenture Accenture Ltd. ( Business Services ) As referenced in this Annual Report to Shareholders: Accenture Ltd – The biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation, Accenture Ltd . and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of _____________ Accenture Ltd – biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation and Accenture Ltd ., and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of _____________ Accenture Ltd – Corporation 152 12,535 35,954 Internet Software and Services 2.5% eBay Inc. 350 13,671 A Yahoo! Inc. 200 6,452 A 20,123 IT Services 0.9% Accenture Ltd . 250 7,518 Semiconductors and Semiconductor Equipment 4.0% Applied Materials, Inc. 550 9,630 Intel Corporation 800 15,480 Texas Instruments Incorporated 200 6,494 31,604 Annual _____________ dt 1636268 ; ATC Aftermarket Technology Corp. ( Auto & Truck Parts ) As referenced in this Annual Report to Shareholders: Aftermarket Technology Corp. – Portfolio of Investments U.S. Small-Capitalization Value Trust March 31, 2006 (Amounts in Thousands) Shares/Par Value Common Stocks and Equity Interests 97.3% Auto and Transportation 6.8% Aftermarket Technology Corp. 39 $ 873 A Alamo Group Inc. 8 186 American Axle & Manufacturing Holdings, Inc. 74 1,268 ArvinMeritor, Inc. 141 2,105 Asbury Automotive Group Inc. 48 947 A _____________ dt 1617092 ; More...
Preview Full Doc	2004	Code of Conduct and Ethics Code of Conduct and Ethics (21K) Doc #347156: Click preview link for longer preview. CERES GROUP, INC. CODE OF CONDUCT AND ETHICS DATED AS OF MARCH 10, 2004 INTRODUCTION Ceres Group, Inc. is committed to the principles of honest and ethical conduct in all aspects of our business. Ceres has developed this Code of Conduct and Ethics to provide its employees, officers and Board of Directors with practical guidelines for conducting company business. Ceres expects officers, directors and employees to act in accordance with the highest standards of personal and professional integrity . . . 347156	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Code of Conduct and Ethics: CERES GROUP, INC – {DOCUMENT} {TYPE}EX-14.1 {SEQUENCE}3 {FILENAME}l05565aexv14w1.txt {DESCRIPTION}EXHIBIT 14.1 {TEXT} {PAGE} Exhibit 14.1 CERES GROUP, INC . CODE OF CONDUCT AND ETHICS DATED AS OF MARCH 10, 2004 INTRODUCTION Ceres Group, Inc. is committed to the principles of honest and ethical conduct in all aspects of _____________ Ceres Group, Inc – 1 {SEQUENCE}3 {FILENAME}l05565aexv14w1.txt {DESCRIPTION}EXHIBIT 14.1 {TEXT} {PAGE} Exhibit 14.1 CERES GROUP, INC. CODE OF CONDUCT AND ETHICS DATED AS OF MARCH 10, 2004 INTRODUCTION Ceres Group, Inc . is committed to the principles of honest and ethical conduct in all aspects of our business. Ceres has developed this Code of Conduct and Ethics to provide its employees, _____________ dt 1505983
Preview Full Doc	2004	Credit and Security Agreement Credit and Security Agreement (303K) Doc #347161: Click preview link for longer preview. CREDIT AND SECURITY AGREEMENT (U.S. $13,000,000) Dated as of December 23, 2003 among CERES GROUP, INC. as Borrower THE SUBSIDIARIES OF THE BORROWER WHICH ARE SIGNATORIES HERETO as Subsidiary Guarantors and NATIONAL CITY BANK THE CIT GROUP/EQUIPMENT FINANCING, INC. as Lenders and NATIONAL CITY BANK as Agent ================================================================================ {PAGE} TABLE OF CONTENTS Section Page SECTION 1 DEFINITIONS; ACCOUNTING TERMS; GOVERNANCE PROVISIONS................1 1.1 CERTAIN DEFINED TERMS............................................1 1.2 ACCOUNTING TERMS; CALCULATIONS...................................1 1.3 CONSTRUCTION OF TERMS GENERALLY..................................1 SECTION 2 STATEMENT OF TERMS..................................................1 2.1 TERM FACILITY....................................................1 2.2 FUNDING OF TERM LOANS............................................3 2.3 RATE CONVERSION AND RATE CONTINUATION............................3 2.4 INTEREST ON LOANS................................................5 2.5 FEES.............................................................5 2.6 PAYMENTS AND COMPUTATIONS........................................5 2.7 LIBOR RATE LOANS.................................................6 2.8 PRO RATA TREATMENT OF LENDERS....................................7 SECTION 3 CONDITIONS OF LENDING...............................................7 3.1 CONDITIONS PRECEDENT TO CLOSING..................................7 3.2 CONDITIONS PRECEDENT TO RATE CONTINUATION/CONVERSION REQUESTS....7 SECTION 4 SECURITY INTEREST IN COLLATERAL; COLLATERAL REQUIREMENTS............8 4.1 GRANT OF SECURITY INTEREST.......................................8 4.2 PERFECTION.......................................................9 4.3 CHANGES AFFECTING PERFECTION.....................................9 4.4 PROTECTION OF COLLATERAL; REIMBURSEMENT..........................9 4.5 EXAMINATION AND INSPECTION.......................................9 4.6 INTENTIONALLY DELETED...........................................10 4.7 STATUS OF COLLATERAL............................................10 4.8 REINSTATEMENT...................................................10 4.9 FURTHER ASSURANCES..............................................10 4.10 TERMINATION OF SECURITY INTEREST; RELEASE OF COLLATERAL........10 SECTION 5 REPRESENTATIONS, WARRANTIES AND COVENANTS RELATING TO COLLATERAL...11 5.1 GENERAL REPRESENTATIONS AS TO COLLATERAL........................11 5.2 TITLE TO COLLATERAL; LIENS; TRANSFERS...........................11 5.3 LIEN PERFECTION AND PRIORITY....................................11 5.4 COVENANTS REGARDING LIEN WAIVERS................................12 5.5 REPRESENTATIONS AND WARRANTIES REGARDING PLEDGED COLLATERAL.....12 5.6 COVENANTS REGARDING PLEDGED COLLATERAL..........................12 5.7 MAINTENANCE OF INSURANCE WITH RESPECT TO COLLATERAL.............13 SECTION 6 GENERAL REPRESENTATIONS AND WARRANTIES.............................14 6.1 EXISTENCE.......................................................14 6.2 AUTHORIZATION...................................................14 6.3 ENFORCEABILITY..................................................14 6.4 LITIGATION; PROCEEDINGS.........................................14 6.5 TAXES...........................................................14 i {PAGE} 6.6 TITLE...........................................................15 6.7 CONSENTS; APPROVALS.............................................15 6.8 LAWFUL OPERATIONS...............................................15 6.9 ENVIRONMENTAL COMPLIANCE........................................15 6.10 ENVIRONMENTAL LAWS AND PERMITS.................................15 6.11 ERISA..........................................................16 6.12 NO DEFAULTS; LABOR DISPUTES....................................16 6.13 FINANCIAL STATEMENTS...........................................16 6.14 INTELLECTUAL PROPERTY..........................................17 6.15 STRUCTURE; CAPITALIZATION......................................17 6.16 INSURANCE......................................................17 6.17 VALUE; SOLVENCY................................................17 6.18 INVESTMENT COMPANY ACT STATUS..................................17 6.19 REGULATION U/REGULATION X COMPLIANCE...........................17 6.20 INSURANCE LICENSES.............................................17 6.21 FULL DISCLOSURE................................................18 SECTION 7 COVENANTS OF THE BORROWER..........................................18 7.1 REPORTING AND NOTICE COVENANTS..................................18 7.2 AFFIRMATIVE COVENANTS...........................................21 7.3 NEGATIVE COVENANTS..............................................24 7.4 FINANCIAL COVENANTS.............................................32 SECTION 8 EVENTS OF DEFAULT..................................................33 8.1 PAYMENT.........................................................33 8.2 REPRESENTATIONS AND WARRANTIES..................................33 8.3 VIOLATION OF CERTAIN COVENANTS..................................33 8.4 VIOLATION OF FINANCIAL COVENANTS................................33 8.5 CROSS-DEFAULT...................................................33 8.6 CHANGE IN CONTROL...............................................34 8.7 TERMINATION OF EXISTENCE........................................34 8.8 FAILURE OF ENFORCEABILITY OF THIS AGREEMENT, CREDIT DOCUMENT; SECURITY........................................................34 8.9 ERISA...........................................................34 8.10 JUDGMENTS......................................................34 8.11 FINANCIAL IMPAIRMENT...........................................34 SECTION 9 REMEDIES...........................................................35 9.1 ACCELERATION; TERMINATION.......................................35 9.2 AUTOMATIC ACCELERATION AND TERMINATION..........................35 9.3 GENERAL RIGHTS AND REMEDIES OF AGENT AND THE LENDERS............35 9.4 ADDITIONAL REMEDIES.............................................35 9.5 SET-OFF.........................................................37 9.6 ACTIONS IN RESPECT OF PLEDGED COLLATERAL........................37 9.7 PRIVATE SALE....................................................38 9.8 AUTHORITY TO EXECUTE TRANSFERS..................................38 9.9 REMEDIES CUMULATIVE.............................................38 9.10 APPOINTMENT OF ATTORNEY-IN-FACT................................38 9.11 LIMITATIONS ON REMEDIES IMPOSED BY INSURANCE LAWS..............39 SECTION 10 SUBSIDIARY GUARANTY...............................................39 10.1 GUARANTEED OBLIGATIONS.........................................39 10.2 MAXIMUM LIABILITY..............................................39 10.3 GUARANTY UNCONDITIONAL.........................................39 ii {PAGE} 10.4 DISCHARGE; REINSTATEMENT.......................................40 10.5 WAIVER.........................................................40 10.6 STAY OF ACCELERATION...........................................40 10.7 SUBROGATION AND CONTRIBUTION RIGHTS............................41 SECTION 11 THE AGENT.........................................................41 11.1 THE AGENT......................................................41 11.2 NATURE OF APPOINTMENT..........................................41 11.3 AGENT AS LENDER; OTHER TRANSACTIONS............................41 11.4 INSTRUCTIONS FROM LENDERS......................................42 11.5 LENDER'S DILIGENCE.............................................42 11.6 NO IMPLIED REPRESENTATIONS.....................................42 11.7 SUB-AGENTS.....................................................42 11.8 AGENT'S DILIGENCE..............................................42 11.9 NOTICE OF DEFAULT..............................................42 11.10 AGENT'S LIABILITY.............................................43 11.11 AGENT'S INDEMNITY.............................................43 11.12 RESIGNATION OF AGENT..........................................43 SECTION 12 INDEMNITIES.......................................................44 12.1 INCREASED COSTS................................................44 12.2 RISK-BASED CAPITAL.............................................44 12.3 TAXES..........................................................44 12.4 LOSSES.........................................................46 12.5 INDEMNIFICATION FOR REQUESTS...................................47 12.6 GENERAL INDEMNITY..............................................47 12.7 ENVIRONMENTAL INDEMNITY........................................47 12.8 CERTIFICATE FOR INDEMNIFICATION................................48 SECTION 13 GENERAL...........................................................48 13.1 AMENDMENTS AND WAIVERS.........................................48 13.2 GENERAL APPOINTMENT AS ATTORNEY-IN-FACT........................48 13.3 CUMULATIVE PROVISIONS..........................................49 13.4 BINDING EFFECT.................................................49 13.5 COSTS AND EXPENSES.............................................49 13.6 SURVIVAL OF PROVISIONS.........................................50 13.7 CAPTIONS.......................................................50 13.8 SHARING OF INFORMATION; CONFIDENTIALITY........................50 13.9 INTEREST RATE LIMITATION.......................................50 13.10 LIMITATION OF LIABILITY.......................................51 13.11 ILLEGALITY....................................................51 13.12 NOTICES.......................................................51 13.13 GOVERNING LAW.................................................52 13.14 ENTIRE AGREEMENT..............................................52 13.15 JURY TRIAL WAIVER.............................................52 13.16 JURISDICTION..................................................52 13.17 VENUE; INCONVENIENT FORUM.....................................53 13.18 EXECUTION IN COUNTERPARTS; EXECUTION BY FACSIMILE.............53 iii {PAGE} EXHIBITS AND SCHEDULES Exhibit A-1 (Form of Term Note A) Exhibit A-2 (Form of Term Note B) Exhibit B (Form of Rate Conversion/Continuation Request) Exhibit C (Form of Stock Pledge - Borrower with respect to Subsidiaries) Annex I Definitions Annex II Closing Condition Annex III Disclosure Schedule iv {PAGE} CREDIT AND SECURITY AGREEMENT Dated as of December 23, 2003 CERES GROUP, INC., a Delaware corporation, as the Borrower, CERES ADMINISTRATORS, LLC, a Delaware limited liability company, CERES HEALTH CARE, INC., a Delaware corporation, CONTINENTAL GENERAL CORPORATION, a Nebraska corporation, and WESTERN RESERVE ADMINISTRATIVE SERVICES, INC., an Ohio corporation, as Subsidiary Guarantors, NATIONAL CITY BANK and THE CIT GROUP/EQUIPMENT FINANCING, INC., as Lenders, and NATIONAL CITY BANK, as Agent for the Lenders under this Agreement, hereby agree as follows: SECTION 1 DEFINITIONS; ACCOUNTING TERMS; GOVERNANCE PROVISIONS. 1.1 CERTAIN DEFINED TERMS. Certain capitalized terms used in this Agreement and not otherwise defined herein are defined on Annex I attached hereto and incorporated herein by reference. 1.2 ACCOUNTING TERMS; CALCULATIONS. All accounting and financial terms not specifically defined herein shall be construed in accordance with GAAP as in effect from time to time, except that such terms shall be construed in accordance with SAP as to provisions relating to SAP. The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with SAP or GAAP, as the case may be, consistently applied throughout the periods involved, except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Agent and, in each case, consented to by the Agent. 1.3 CONSTRUCTION OF TERMS GENERALLY. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The words "include," "includes," and "including," shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning as the word "shall." Unless the context otherwise requires, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person's 347161	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Credit and Security Agreement: CERES GROUP, INC – txt {DESCRIPTION}EX-10.43 CREDIT AND SECURITY AGREEMENT {TEXT} {PAGE} Exhibit 10.43 =============================================================================== CREDIT AND SECURITY AGREEMENT (U.S. $13,000,000) Dated as of December 23, 2003 among CERES GROUP, INC . as Borrower THE SUBSIDIARIES OF THE BORROWER WHICH ARE SIGNATORIES HERETO as Subsidiary Guarantors and NATIONAL CITY BANK THE CIT GROUP/EQUIPMENT FINANCING, INC. as Lenders and NATIONAL CITY _____________ CERES GROUP, INC – Stock Pledge - Borrower with respect to Subsidiaries) Annex I Definitions Annex II Closing Condition Annex III Disclosure Schedule iv {PAGE} CREDIT AND SECURITY AGREEMENT Dated as of December 23, 2003 CERES GROUP, INC ., a Delaware corporation, as the Borrower, CERES ADMINISTRATORS, LLC, a Delaware limited liability company, CERES HEALTH CARE, INC., a Delaware corporation, CONTINENTAL GENERAL CORPORATION, a Nebraska corporation, and WESTERN _____________ CERES GROUP, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers or Agents thereunto duly authorized, as of the date first above written. BORROWER CERES GROUP, INC ., AS THE BORROWER ------------------------------------ By: David Vickers Its: Chief Financial Officer Address for notices: 17800 Royalton Road Strongsville, Ohio 44136 Attention: General Counsel Telecopy: (440) 878-3600 With a copy _____________ Ceres Group, Inc – J. Sabl, Esq. Telecopy: (312) 853-7036 54 {PAGE} SUBSIDIARY GUARANTORS CERES ADMINISTRATORS, LLC, AS A SUBSIDIARY GUARANTOR ------------------------------------------ By: David Vickers Its: Chief Financial Officer Address for notices: c/o Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 Attention: General Counsel Telecopy: (440) 878-3600 With a copy to: Sidley Austin Brown & Wood LLP Bank One Plaza 10 S. Dearborn Street _____________ Ceres Group, Inc – Sabl, Esq. Telecopy: (312) 853-7036 853-7036 55 {PAGE} CERES HEALTH CARE, INC., AS A SUBSIDIARY GUARANTOR ------------------------------------------ By: David Vickers Its: Chief Financial Officer Address for notices: c/o Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 Attention: General Counsel Telecopy (440) 878-3600 With a copy to: Sidley Austin Brown & Wood LLP Bank One Plaza 10 S. Dearborn Street _____________ dt 1505984 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Credit and Security Agreement: Federal National Mortgage Association – in each case having an S&P Equivalent Rating of AAA, obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association , the Government National Mortgage Association, the Student Loan Marketing Association and the Federal Home Loan Bank. "WHOLLY-OWNED SUBSIDIARY" means, in respect _____________ dt 712800 ;	National City National City Bank ( Financial ) As referenced in this Credit and Security Agreement: NATIONAL CITY BANK – of December 23, 2003 among CERES GROUP, INC. as Borrower THE SUBSIDIARIES OF THE BORROWER WHICH ARE SIGNATORIES HERETO as Subsidiary Guarantors and NATIONAL CITY BANK THE CIT GROUP/EQUIPMENT FINANCING, INC. as Lenders and NATIONAL CITY BANK as Agent ================================================================================ {PAGE} TABLE OF CONTENTS Section Page SECTION 1 _____________ NATIONAL CITY BANK – OF THE BORROWER WHICH ARE SIGNATORIES HERETO as Subsidiary Guarantors and NATIONAL CITY BANK THE CIT GROUP/EQUIPMENT FINANCING, INC. as Lenders and NATIONAL CITY BANK as Agent ================================================================================ {PAGE} TABLE OF CONTENTS Section Page SECTION 1 DEFINITIONS; ACCOUNTING TERMS; GOVERNANCE PROVISIONS................1 1.1 CERTAIN DEFINED TERMS............................................1 _____________ NATIONAL CITY BANK – CARE, INC., a Delaware corporation, CONTINENTAL GENERAL CORPORATION, a Nebraska corporation, and WESTERN RESERVE ADMINISTRATIVE SERVICES, INC., an Ohio corporation, as Subsidiary Guarantors, NATIONAL CITY BANK and THE CIT GROUP/EQUIPMENT FINANCING, INC., as Lenders, and NATIONAL CITY BANK, as Agent for the Lenders under this Agreement, hereby agree _____________ NATIONAL CITY BANK, – RESERVE ADMINISTRATIVE SERVICES, INC., an Ohio corporation, as Subsidiary Guarantors, NATIONAL CITY BANK and THE CIT GROUP/EQUIPMENT FINANCING, INC., as Lenders, and NATIONAL CITY BANK, as Agent for the Lenders under this Agreement, hereby agree as follows: SECTION 1 DEFINITIONS; ACCOUNTING TERMS; GOVERNANCE PROVISIONS. 1.1 CERTAIN _____________ NATIONAL CITY BANK, – Bank One Plaza 10 S. Dearborn Street Chicago, Illinois 60603 Attention: John J. Sabl, Esq. Telecopy: (312) 853-7036 58 {PAGE} ADMINISTRATIVE AGENT NATIONAL CITY BANK, as Agent ------------------------------------------ By: Michael W. Kelley Its: Vice President Address for Notices: National City Bank, as Agent 155 East Broad Street Columbus, _____________ dt 719665 ; Sidley Austin Sidley Austin Brown & Wood LLP ( Legal ) As referenced in this Credit and Security Agreement: Sidley Austin – AS THE BORROWER ------------------------------------ By: David Vickers Its: Chief Financial Officer Address for notices: 17800 Royalton Road Strongsville, Ohio 44136 Attention: General Counsel Telecopy: (440) 878-3600 With a copy to: Sidley Austin Brown & Wood LLP Bank One Plaza 10 S. Dearborn Street Chicago, Illinois 60603 Attention: John J. Sabl, Esq. Telecopy: (312) 853-7036 54 {PAGE} SUBSIDIARY GUARANTORS CERES ADMINISTRATORS, LLC, _____________ Sidley Austin – Vickers Its: Chief Financial Officer Address for notices: c/o Ceres Group, Inc. 17800 Royalton Road Strongsville, Ohio 44136 Attention: General Counsel Telecopy: (440) 878-3600 With a copy to: Sidley Austin Brown & Wood LLP Bank One Plaza 10 S. Dearborn Street Chicago, Illinois 60603 Attention: John J. Sabl, Esq. Telecopy: (312) 853-7036 853-7036 55 {PAGE} CERES HEALTH CARE, _____________ Sidley Austin – Vickers Its: Chief Financial Officer Address for notices: c/o Ceres Group, Inc. 17800 Royalton Road Strongsville, Ohio 44136 Attention: General Counsel Telecopy (440) 878-3600 With a copy to: Sidley Austin Brown & Wood LLP Bank One Plaza 10 S. Dearborn Street Chicago, Illinois 60603 Attention: John J. Sabl, Esq. Telecopy: (312) 853-7036 56 {PAGE} CONTINENTAL GENERAL CORPORATION, AS A _____________ Sidley Austin – A SUBSIDIARY GUARANTOR ------------------------------------------ By: David Vickers Its: Chief Financial Officer Address for notices: 17800 Royalton Road Strongsville, Ohio 44136 Attention: General Counsel Telecopy: (440) 878-3600 With a copy to: Sidley Austin Brown & Wood LLP Bank One Plaza 10 S. Dearborn Street Chicago, Illinois 60603 Attention: John J. Sabl, Esq. Telecopy: (312) 853-7036 57 {PAGE} WESTERN RESERVE ADMINISTRATIVE SERVICES, INC., _____________ Sidley Austin – A SUBSIDIARY GUARANTOR ------------------------------------------ By: David Vickers Its: Chief Financial Officer Address for notices: 17800 Royalton Road Strongsville, Ohio 44136 Attention: General Counsel Telecopy: (440) 878-3600 With a copy to: Sidley Austin Brown & Wood LLP Bank One Plaza 10 S. Dearborn Street Chicago, Illinois 60603 Attention: John J. Sabl, Esq. Telecopy: (312) 853-7036 58 {PAGE} ADMINISTRATIVE AGENT NATIONAL CITY BANK, _____________ dt 746087
Preview Full Doc	2003	Credit Agreement Credit Agreement (409K) Doc #292390: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}mv4-1_ex10k.txt {DESCRIPTION}10K {TEXT} Exhibit 10(k) CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP., VARIOUS LENDING INSTITUTIONS, and BANK OF AMERICA, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer Dated as of March 31, 2003 $80,000,000 THE CIT GROUP/EQUIPMENT FINANCING, INC., as Syndication Agent ING CAPITAL LLC, as Documentation Agent BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Book Manager {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} SECTION 1. Amount and Terms of Credit........................................................1 1.01 Commitments............................................................................1 1.02 Minimum Amount of Each Borrowing; Maximum Number of Borrowings.........................2 1.03 Notice of Borrowing....................................................................2 1.04 Disbursement of Funds..................................................................2 1.05 Notes..................................................................................3 1.06 Conversions............................................................................3 1.07 Letters of Credit......................................................................4 1.08 Pro Rata Borrowings...................................................................10 1.09 Interest..............................................................................11 1.10 Interest Periods......................................................................11 1.11 Increased Costs, Illegality, etc......................................................12 1.12 Compensation..........................................................................14 1.13 Change of Lending Office..............................................................15 1.14 Replacement of Banks..................................................................15 SECTION 2. Fees; Commitments................................................................15 2.01 Fees..................................................................................15 2.02 Mandatory Reductions of Commitments...................................................16 SECTION 3. Payments.........................................................................16 3.01 Termination or Reduction of the Total Revolving Loan Commitment.......................16 3.02 Voluntary Prepayments.................................................................16 3.03 Mandatory Repayments and Prepayments..................................................17 3.04 Method and Place of Payment...........................................................19 3.05 Net Payments..........................................................................19 SECTION 4. Conditions Precedent.............................................................22 4.01 Effectiveness; Notes..................................................................22 4.02 No Default; Representations and Warranties............................................22 4.03 Officer's Certificate.................................................................23 4.04 Opinions of Counsel...................................................................23 4.05 Corporate Proceedings.................................................................23 4.06 No Material Adverse Effect............................................................23 4.07 Litigation............................................................................23 4.08 Subsidiary Guaranty...................................................................23 4.09 Pledge Agreement......................................................................24 4.10 Security Agreement....................................................................24 4.11 Surplus Note..........................................................................24 4.12 Lien Searches.........................................................................25 4.13 Consummation of the Transaction.......................................................25 4.14 Acquisition Documents.................................................................25 4.15 Tax Sharing Agreements................................................................25 4.16 Financial Statements; Projections.....................................................25 4.17 Approvals, etc........................................................................26 4.18 Indebtedness..........................................................................26 4.19 Payment of Fees.......................................................................26 4.20 Notice of Borrowing...................................................................26 4.21 Insurance Policies....................................................................26 4.22 Capital Structure.....................................................................27 i {PAGE} SECTION 5. Representations, Warranties and Agreements.......................................27 5.01 Corporate Status......................................................................27 5.02 Corporate Power and Authority.........................................................27 5.03 No Contravention of Laws, Agreements or Organizational Documents......................27 5.04 Litigation and Contingent Liabilities.................................................28 5.05 Use of Proceeds; Margin Regulations...................................................28 5.06 Approvals.............................................................................28 5.07 Investment Company Act................................................................28 5.08 Public Utility Holding Company Act....................................................29 5.09 True and Complete Disclosure; Projections and Assumptions.............................29 5.10 Consummation of Transaction...........................................................29 5.11 Financial Condition; Financial Statements.............................................29 5.12 Security Interests....................................................................30 5.13 Tax Returns and Payments..............................................................30 5.14 Compliance with ERISA.................................................................31 5.15 Subsidiaries..........................................................................31 5.16 Intellectual Property, etc............................................................32 5.17 Pollution and Other Regulations.......................................................32 5.18 Labor Relations; Collective Bargaining Agreements.....................................32 5.19 Representations and Warranties in Transaction Documents...............................33 5.20 Indebtedness..........................................................................33 5.21 Compliance with Statutes, etc.........................................................33 5.22 Insurance Licenses....................................................................33 SECTION 6. Affirmative Covenants............................................................33 6.01 Information Covenants.................................................................33 6.02 Books, Records and Inspections........................................................36 6.03 Insurance.............................................................................37 6.04 Payment of Taxes......................................................................37 6.05 Corporate Franchises..................................................................37 6.06 Compliance with Statutes, etc.........................................................37 6.07 ERISA.................................................................................37 6.08 Performance of Obligations............................................................38 6.09 Good Repair...........................................................................38 6.10 End of Fiscal Years; Fiscal Quarters..................................................38 6.11 Maintenance of Licenses and Permits...................................................38 6.12 Register..............................................................................38 292390	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Credit Agreement: Ceres Group, – Agreement" shall mean the Purchase Agreement dated as of December 20, 2002, by and among the Borrower, PennLife, Continental General Insurance Company and Ceres Group, Inc. "Acquisition Documents" shall mean the Acquisition Agreement and all other agreements and documents relating to the Acquisition including the Annexes and _____________ dt 231269 ; Raymond James Raymond James Bank As referenced in this Credit Agreement: RAYMOND JAMES BANK, – Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain Banks party thereto. RAYMOND JAMES BANK, FSB, as a Bank By: /s/ William C. Beiler --------------------------------------- Name: William C. Beiler Title: Executive Vice President SIGNATURE PAGE TO CREDIT AGREEMENT {/ _____________ dt 248479 ; UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Credit Agreement: UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}mv4-1_ex10k.txt {DESCRIPTION}10K {TEXT} Exhibit 10(k) CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP ., VARIOUS LENDING INSTITUTIONS, and BANK OF AMERICA, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer Dated _____________ UNIVERSAL AMERICAN FINANCIAL CORP – Form of Compliance Certificate Exhibit J - Form of Assignment and Assumption Agreement iv {PAGE} CREDIT AGREEMENT, dated as of March 31, 2003, among UNIVERSAL AMERICAN FINANCIAL CORP ., a New York corporation (the "Borrower"), the lending institutions listed from time to time on Schedule 1 hereto (each a "Bank" and, _____________ Universal American Financial Corp – blank. Signature pages follow.] 87 {PAGE} Signature Page to that certain Credit Agreement dated as of the date first set forth above, among Universal American Financial Corp ., as the Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain _____________ UNIVERSAL AMERICAN FINANCIAL CORP – A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain Banks party thereto. SIGNATURE PAGE TO CREDIT AGREEMENT UNIVERSAL AMERICAN FINANCIAL CORP ., as Borrower By: /s/ Robert Waegelein ------------------------------------------- Robert Waegelein, Executive Vice President and Chief Financial Officer Address: Six International Drive, Suite 190 Rye _____________ Universal American Financial Corp – SIGNATURE PAGE TO CREDIT AGREEMENT {PAGE} Signature Page to that certain Credit Agreement dated as of the date first set forth above, among Universal American Financial Corp ., as the Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain _____________ dt 231243 ;	Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Credit Agreement: Federal National Mortgage Association – in each case having an S&P Equivalent Rating of AAA, obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association , the Government National Mortgage Association, the Student Loan Marketing Association and the Federal Home Loan Bank. 71 {PAGE} "Wholly-Owned Subsidiary" of _____________ dt 252231 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Credit Agreement: BANC OF AMERICA SECURITIES LLC – as of March 31, 2003 $80,000,000 THE CIT GROUP/EQUIPMENT FINANCING, INC., as Syndication Agent ING CAPITAL LLC, as Documentation Agent BANC OF AMERICA SECURITIES LLC , as Sole Lead Arranger and Book Manager {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} SECTION 1. Amount and Terms of _____________ Banc of America Securities LLC – a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank. 54 {PAGE} "Arranger" shall mean Banc of America Securities LLC and its successors and assigns in its capacity as "Sole Lead Arranger and Book Manager." "Asset Sale" shall mean any sale, transfer _____________ dt 252041 ; More...
Preview Full Doc	2000	Credit Agreement [Amendment No. 3] Credit Agreement [Amendment No. 3] (10K) Doc #347211: Click preview link for longer preview. THIRD AMENDMENT --------------- THIRD AMENDMENT (this "Amendment"), dated as of September 22, 2000, among Ceres Group, Inc., a Delaware corporation (the "Borrower"), the lending institutions party to the Credit Agreement referred to below (each a "Bank" and, collectively, the "Banks"), and The Chase Manhattan Bank, as Administrative Agent (the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement. W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Borrower, the Banks and the Administrative Agent are party to a Credit Agreement, dated as of February 17, 1999 (as amended, modified and supplemented prior to the date hereof, the "Credit Agreement"); and WHEREAS, the Borrower has requested that the Banks provide the amendments provided for herein and the Banks have agreed to provide such amendments on the terms and conditions set forth herein; NOW, THEREFORE, it is agreed: 1. Section 5.15(a) of the Credit Agreement is hereby amended by inserting the text ", unless otherwise indicated on Annex V" immediately before the period appearing at the end of Section 5.15(a). 2. Section 7.03 of the Credit Agreement is hereby amended by (i) deleting the text "and" appearing at the end of sub-clause (k) thereof, (ii) inserting the following new sub-clause (l) immediately after sub-clause (k) contained therein: "(l) Liens resulting from the pledge of commissions pursuant to the HealthMark Debt;" and (iii) deleting the text "(l)" appearing at the beginning of sub-clause (l) and inserting the text "(m)" in lieu thereof. 3. Section 7.04 of the Credit Agreement is hereby amended by (i) deleting the text "and" appearing at the end of sub-clause (g) thereof, (ii) deleting the period appearing at the end of sub-clause (h) thereof and inserting the text "; and" in lieu thereof and (iii) inserting the following new sub-clause (i) immediately after sub-clause (h): "(i) the HealthMark Debt, provided that the aggregate principal amount of such HealthMark Debt shall not exceed $6,000,000." {PAGE} 2 4. Section 7.06 of the Credit Agreement is hereby amended by (i) deleting the text "and" appearing at the end of sub-clause (j), (ii) deleting the period appearing at the end of sub-clause (k) thereof and inserting the text "; and" in lieu thereof and (iii) inserting the following new sub-clause (l) immediately after sub-clause (k): 347211	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Credit Agreement [Amendment No. 3]: Ceres Group, Inc – TYPE}EX-10 {SEQUENCE}2 {FILENAME}l84581aex10.txt {DESCRIPTION}EXHIBIT 10 {TEXT} {PAGE} 1 Exhibit 10.1 THIRD AMENDMENT --------------- THIRD AMENDMENT (this "Amendment"), dated as of September 22, 2000, among Ceres Group, Inc ., a Delaware corporation (the "Borrower"), the lending institutions party to the Credit Agreement referred to below (each a "Bank" and, collectively, the "Banks"), and The Chase Manhattan Bank, as _____________ CERES GROUP, INC – YORK * * * 3 {PAGE} 4 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date hereof. CERES GROUP, INC . By: /s/ Larry E. Wharton ------------------------------------ Title: VP Treasurer THE CHASE MANHATTAN BANK, Individually and as Administrative Agent By: /s/ Helen L. Newcomb ------------------------------------ Title: Vice President DRESDNER BANK AG NEW _____________ dt 1505995 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Credit Agreement [Amendment No. 3]: Chase Manhattan Bank, – 2000, among Ceres Group, Inc., a Delaware corporation (the "Borrower"), the lending institutions party to the Credit Agreement referred to below (each a "Bank" and, collectively, the "Banks"), and The Chase Manhattan Bank, as Administrative Agent (the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement. W _____________ CHASE MANHATTAN BANK, – has caused a counterpart of this Amendment to be duly executed and delivered as of the date hereof. CERES GROUP, INC. By: /s/ Larry E. Wharton ------------------------------------ Title: VP Treasurer THE CHASE MANHATTAN BANK, Individually and as Administrative Agent By: /s/ Helen L. Newcomb ------------------------------------ Title: Vice President DRESDNER BANK AG NEW YORK BRANCH AND GRAND CAYMAN BRANCH By: /s/ Lloyd C. Stevens ------------------------------------ Title: _____________ dt 742270 ;	Fleet National Fleet National Bank ( Financial ) As referenced in this Credit Agreement [Amendment No. 3]: FLEET NATIONAL BANK – s/ George T. Ferguson ------------------------------------ Title: Assistant Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ Sherrie I. Manson ------------------------------------ Title: Vice President FIRSTAR BANK MILWAUKEE, N.A. By: /s/ ------------------------------------ Title: Senior Vice President FLEET NATIONAL BANK By: ------------------------------------ Title: 4 {/TEXT} {/DOCUMENT} _____________ dt 759277 ; Keybank Keybank NA ( Money Center Banks ) As referenced in this Credit Agreement [Amendment No. 3]: KEYBANK NA – Title: Vice President DRESDNER BANK AG NEW YORK BRANCH AND GRAND CAYMAN BRANCH By: /s/ Lloyd C. Stevens ------------------------------------ Title: Vice President By: /s/ George T. Ferguson ------------------------------------ Title: Assistant Vice President KEYBANK NA TIONAL ASSOCIATION By: /s/ Sherrie I. Manson ------------------------------------ Title: Vice President FIRSTAR BANK MILWAUKEE, N.A. By: /s/ ------------------------------------ Title: Senior Vice President FLEET NATIONAL BANK By: ------------------------------------ Title: 4 {/TEXT} {/DOCUMENT} _____________ dt 743811
Preview Full Doc	2004	Employment Agreement Employment Agreement (38K) Doc #347150: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective this 1st day of July, 2004, by and between CERES GROUP, INC., a Delaware corporation, referred to in this Agreement as "Employer," and ERNEST T. GIAMBRA, JR., referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business and maintains its corporate office in the City of Strongsville, Ohio; and Employer wished to employ Employee, and Employee wishes to be employed by Employer on . . . 347150	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Employment Agreement: CERES GROUP, INC – FILENAME}l08597aexv10w47.txt {DESCRIPTION}EX-10.47 EMPLOYMENT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.47 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective this 1st day of July, 2004, by and between CERES GROUP, INC ., a Delaware corporation, referred to in this Agreement as "Employer," and ERNEST T. GIAMBRA, JR., referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance _____________ Ceres Group, Inc – All notices required to be provided under the terms of this Agreement shall be sent by United States mail, certified, return receipt requested, and to the following addresses: TO EMPLOYER: Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 TO EMPLOYEE: Ernest T. Giambra, Jr. 23530 Wisteria Pointe Drive, #402 Bonita Springs, FL 34135 ACKNOWLEDGMENT BY EMPLOYEE: BY SIGNING THIS AGREEMENT, I _____________ CERES GROUP, INC – AGREEMENT AND THAT SUCH TERMS AND CONDITIONS ARE UNDERSTOOD, ACCEPTED AND AGREED. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. EMPLOYER: EMPLOYEE: CERES GROUP, INC . ERNEST T. GIAMBRA, JR. By: /s/ Thomas J. Kilian By: /s/ Ernest T. Giambra, Jr. ------------------------------- ------------------------------- Printed Name: Thomas J. Kilian Printed Name: Ernest T. Giambra, Jr. --------------------- --------------------- Its: CEO & President ------------------------------ _____________ CERES GROUP, INC – s/ Ernest T. Giambra, Jr. ------------------------------- ------------------------------- Printed Name: Thomas J. Kilian Printed Name: Ernest T. Giambra, Jr. --------------------- --------------------- Its: CEO & President ------------------------------ 8 {PAGE} ANNEX A NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE CERES GROUP, INC . 1998 KEY EMPLOYEE SHARE INCENTIVE PLAN This Non-Qualified Stock Option Agreement ("Agreement") is made on July 1, 2004, by and between Ceres Group, Inc., a Delaware corporation ("Ceres" _____________ Ceres Group, Inc – STOCK OPTION AGREEMENT UNDER THE CERES GROUP, INC. 1998 KEY EMPLOYEE SHARE INCENTIVE PLAN This Non-Qualified Stock Option Agreement ("Agreement") is made on July 1, 2004, by and between Ceres Group, Inc ., a Delaware corporation ("Ceres" or the "Company"), and Ernest T. Giambra, Jr. ("Optionee"). Ceres and Optionee agree that the option granted by this Agreement does not qualify as an " _____________ dt 1505981
Preview Full Doc	2003	Employment Agreement Employment Agreement (32K) Doc #347165: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective this 18th day of August, 2003, by and between CERES GROUP, INC., a Delaware corporation, referred to in this Agreement as "Employer," and BRADLEY A. WOLFRAM, referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business and maintains its corporate office in the City of Strongsville, Ohio; and Employer wished to employ Employee, and Employee wishes to be employed by . . . 347165	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Employment Agreement: CERES GROUP, INC – FILENAME}l03427aexv10w42.txt {DESCRIPTION}EX-10.42 EMPLOYMENT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.42 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective this 18th day of August, 2003, by and between CERES GROUP, INC ., a Delaware corporation, referred to in this Agreement as "Employer," and BRADLEY A. WOLFRAM, referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business _____________ Ceres Group, Inc – All notices required to be provided under the terms of this Agreement shall be sent by United States mail, certified, return receipt requested, and to the following addresses: TO EMPLOYER: Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 TO EMPLOYEE: Bradley A. Wolfram 15556 Carries Lane South Beloit, IL 61080 ACKNOWLEDGMENT BY EMPLOYEE: BY SIGNING THIS AGREEMENT, I AFFIRM THAT I _____________ CERES GROUP, INC – AGREEMENT AND THAT SUCH TERMS AND CONDITIONS ARE UNDERSTOOD, ACCEPTED AND AGREED. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. EMPLOYER: EMPLOYEE: CERES GROUP, INC . BRADLEY A. WOLFRAM By: /s/ David I. Vickers By: /s/ Bradley A. Wolfram -------------------------------------- ----------------------------- Printed Name: David I. Vickers Printed Name: Bradley A. Wolfram ---------------------------- ------------------- Its: Executive Vice President and Chief ------------------------------------ _____________ dt 1505985
Preview Full Doc	2003	Employment Agreement Employment Agreement (38K) Doc #347172: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective this 17th day of December, 2002, by and between CERES GROUP, INC., a Delaware corporation, referred to in this Agreement as "Employer," and DAVID I. VICKERS, referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business and maintains its corporate office in the City of Strongsville, Ohio; and Employer wished to employ Employee, and Employee wishes to be employed by Employer on . . . 347172	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Employment Agreement: CERES GROUP, INC – FILENAME}l99084aexv10w40.txt {DESCRIPTION}EX-10.40 EMPLOYMENT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.40 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective this 17th day of December, 2002, by and between CERES GROUP, INC ., a Delaware corporation, referred to in this Agreement as "Employer," and DAVID I. VICKERS, referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business _____________ Ceres Group, Inc – required to be provided under the terms of this Agreement shall be sent by United States mail, certified, return receipt requested, and to the following addresses: 7 {PAGE} TO EMPLOYER: Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 TO EMPLOYEE: David I. Vickers 197 Lawndale Avenue Elmhurst, Illinois 60126 ACKNOWLEDGMENT BY EMPLOYEE: BY SIGNING THIS AGREEMENT, I AFFIRM THAT I HAVE _____________ CERES GROUP, INC – AGREEMENT AND THAT SUCH TERMS AND CONDITIONS ARE UNDERSTOOD, ACCEPTED AND AGREED. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. EMPLOYER: EMPLOYEE: CERES GROUP, INC . DAVID I. VICKERS By: /s/ Thomas J. Kilian /s/ David I. Vickers ------------------------------- ----------------------------- Its: CEO and President 8 {PAGE} ANNEX A NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE CERES GROUP, _____________ CERES GROUP, INC – CERES GROUP, INC. DAVID I. VICKERS By: /s/ Thomas J. Kilian /s/ David I. Vickers ------------------------------- ----------------------------- Its: CEO and President 8 {PAGE} ANNEX A NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE CERES GROUP, INC . 1998 KEY EMPLOYEE SHARE INCENTIVE PLAN This Non-Qualified Stock Option Agreement ("Agreement") is made on March 4, 2003, by and between Ceres Group, Inc., a Delaware corporation ("Ceres" _____________ Ceres Group, Inc – STOCK OPTION AGREEMENT UNDER THE CERES GROUP, INC. 1998 KEY EMPLOYEE SHARE INCENTIVE PLAN This Non-Qualified Stock Option Agreement ("Agreement") is made on March 4, 2003, by and between Ceres Group, Inc ., a Delaware corporation ("Ceres" or the "Company"), and David I. Vickers ("Optionee"). Ceres and Optionee agree that the option granted by this Agreement does not qualify as an "incentive _____________ dt 1505986
Preview Full Doc	2002	Employment Agreement Employment Agreement (48K) Doc #347182: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective as of the 9th day of July, 2002 by and between CERES GROUP, INC., a Delaware corporation, referred to in this Agreement as "Employer," and THOMAS J. KILIAN, referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business and maintains its corporate office in the City of Strongsville, Ohio; and Employer wishes to employ Employee, and Employee wishes to be employed by Employer, on the terms and conditions set forth in this Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Employer hereby employs Employee and Employee hereby accepts such employment upon the terms and conditions hereinafter set forth. 1. SERVICES. Employer shall employ Employee as its President and Chief Executive Officer. Subject to the direction and authorization of Employer's board of directors ("Board"), Employee shall have such duties, responsibilities, and authorities as are commensurate for presidents/chief executive officers of public companies of similar size in the same industry. The Board will nominate and, pursuant to Section 2.3 of Employer's bylaws, elect Employee to fill a vacancy on the Board promptly following the resignation of Rodney L. Hale, which is expected on the date of this Agreement. It is contemplated that, in connection with each annual meeting of stockholders of Employer during the term of this Agreement that coincides with the expiration of Employee's term of office on the Board, the Board will nominate Employee for election as a member of the Board. Despite the foregoing, Employee will resign as a member of the Board upon the termination of this Agreement for any reason whatsoever and to that end, contemporaneously with the execution of this Agreement, with effect as of the termination of Employee's employment pursuant to this Agreement, Employee will resign as a member of the Board of Employer by executing and delivering to Employer a letter of resignation in the form of Annex A hereto. Employee, subject to the direction and control of the Board, shall have all power and authority commensurate with his position as Employer's president/chief executive officer and necessary to perform his duties hereunder. Employer agrees to provide to Employee such assistance and work accommodations as are suitable to the character of his position with Employer and adequate for the performance of his duties. Employee shall devote his entire employable time, attention and best efforts to the business of Employer, and shall not, without the consent of the Board, during the term of this Agreement be actively engaged in any other 1 {PAGE} business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing Employee from serving on boards of processional, community, civic, educational, charitable and corporate organizations on which he presently serves or may choose to serve, or from managing his personal investments. For purposes of this Agreement, "entire employable time" shall mean the normal work week for individuals in executive management positions with Employer. Employee represents and warrants to Employer that his employment hereunder and compliance with the terms and conditions of this Agreement will not conflict with or result in the breach of any agreement or obligation to which he is a party or may be bound. 2. TERM AND TERMINATION. The initial term of this Agreement shall be for a period of two (2) years, commencing on the date of this Agreement and expiring at 5:00 p.m.on July 8, 2004; provided, however, that this Agreement shall automatically renew for succeeding one (1) year terms, unless Employer provides Employee with at least ninety (90) days' advance written notice that this Agreement and Employee's employment shall terminate as of the close of business on July 8th of the initial or then-current renewal term (as the case may be). TERMINATION WITHOUT CAUSE. Regardless of any provisions of this Agreement to the contrary, or which could be construed to the contrary, in the event that (a) Employer chooses to terminate this Agreement upon ninety (90) days' advance written notice prior to the end of the initial or then-current renewal term or (b) Employee shall leave the employment of Employer at any time other than as a voluntary quit or for "cause" (as defined below) or Employee's employment is terminated in connection with a "change of control" (as defined below), this Agreement shall terminate and Employee shall be entitled to severance pay equal to eighteen (18) months of Employee's then-current base compensation less the Signing Bonus (as defined in Section 3 below), plus any bonus(es) paid to Employee at the end of the fiscal year immediately preceding such termination, payable in eighteen (18) equal monthly installments on the first day of each month. Such payments shall be in lieu of any other payments from Employer, including, without limitation, severance or termination payments contained herein or otherwise and Employer shall have no further liability or obligation to Employee for compensation or benefits. CHANGE OF CONTROL. Upon the occurrence of a "qualifying termination" (as defined below) following a "change of control" (as defined below) of Employer, Employee shall be entitled to receive cash compensation equal to two (2) years of Employee's then-current base compensation less the Signing Bonus (as defined in Section 3 below), plus (a) the average annual bonus paid to Employee in the last two fiscal years immediately preceding such termination plus (b) any additional discretionary bonus as may be determined by the Board in its sole discretion, payable in a lump sum. Such payment shall be in lieu of any other payments from Employer, including, without limitation, severance or termination payments contained herein or otherwise and Employer shall have no further liability or obligation to Employee for compensation or benefits. 2 {PAGE} "Change of control" shall mean the occurrence of any of the following events: (i) a tender offer shall be made and consummated for the ownership of 50.1% or more of the outstanding voting securities of Employer; (ii) Employer shall be merged or consolidated with another corporation and, as a result of such merger or consolidation, less than 50.1% of the outstanding voting securities of the surviving or continuing corporation shall be owned in the aggregate by the former stockholders of Employer as the same shall have existed immediately prior to such merger or consolidation; or (iii) Employer shall sell substantially all of its assets to another person or entity which is not a wholly-owned subsidiary; (iv) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Exchange Act shall acquire, other than by reason of inheritance, (50.1%) or more of the outstanding voting securities of Employer (whether directly, indirectly, beneficially or of record). In determining whether a "change of control" has occurred, gratuitous transfers made by a person to an affiliate of such person (as determined by the Board of Employer), whether by gift, devise or otherwise, shall not be taken into account. For purposes of this Agreement, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) of the Exchange Act as in effect on the date hereof. A "qualifying termination" shall occur only if: (i) a "change of control" (as defined above) occurs; and (ii) (A) Employee voluntarily terminates his employment hereunder; or (B) within 12 months after the "change of control," Employer terminates Employee's employment other than for "cause" (as defined below); or (C) within 12 months after the "change of control," Employer materially changes Employee's duties and responsibilities or assigns any duties or responsibilities that are materially inconsistent with Employee's position and Employee voluntarily terminates his employment hereunder; or (D) within 12 months after the "change of control," Employer requires Employee to change his location of employment, 3 {PAGE} currently Cleveland, Ohio and Employee voluntarily terminates his employment hereunder. TERMINATION FOR "CAUSE." Notwithstanding any other provisions of this Agreement to the contrary, Employee's employment and this Agreement may be terminated by the Employer at any time without further liability or obligation for compensation or severance pay or fringe benefits for "cause." For purposes of this paragraph, "cause" shall mean if Employee (a) has refused, failed or neglected to perform duties or render services hereunder or has performed or rendered them incompetently; (b) has been dishonest or committed a fraud or breach of trust or has engaged in illegal or wrongful conduct substantially detrimental to the business or reputation or Employer; (c) has developed or pursued interests substantially adverse to Employer; (d) is indicted for, or convicted of, a crime that constitutes a felony; or (e) has otherwise materially breached this Agreement. If, in the opinion of the Board of Employer, Employee's employment shall become subject to termination for "cause," the Board shall give Employee written notice to that effect which notice shall describe the matter or matters constituting such "cause." In the case of clauses (b) and (d) above, such notice shall constitute notice of termination of Employee's employment and Employee's employment will terminate immediately. In the case of clauses (a), (c) and (e) above, if, within 15 days of receipt of such notice, Employee has not substantially eliminated, resolved or cured each such matter or matters to the satisfaction of the Board in its sole discretion, then Employer shall have the right to give Employee notice that Employee's employment will terminate immediately. VOLUNTARY QUIT. Notwithstanding any other provision of this Agreement, Employee shall have the right to voluntarily quit Employee's employment and terminate this Agreement by giving ninety (90) days' advance written notice to Employer at the address provided herein. Except as provided in (ii)(A), (C) or (D) in this Section 2 in "Change of Control" in the definition of a "Qualifying Termination," if Employee shall so voluntarily quit and terminate this Agreement, Employer shall have no further obligations pursuant to the terms of this Agreement, except to pay to Employee accrued salary to the date of termination. 3. COMPENSATION. SIGNING BONUS. Employer shall pay to Employee a signing bonus in the amount of $300,000.00 (the "Signing Bonus"), less applicable taxes. BASE COMPENSATION. During this Agreement, Employer shall pay Employee (according to Employer's normal payroll procedures) and Employee agrees to accept from Employer, in full payment for services under this Agreement, an annual base compensation of $600,000.00. The Board may review Employee's base compensation from time to time during the term of this Agreement and, at its 4 {PAGE} discretion, may increase Employee's base compensation based upon his performance and other relevant factors. BONUS. Employer may pay to Employee such cash bonus(es), if any, in an amount up to 100% of base compensation per calendar year, as may be determined by the Board in its sole discretion from time to time. At the sole discretion of the Board, such bonus(es) may be part of Employer's bonus plan for officers or such other incentive compensation or plans as may be established by the Board of Employer. Notwithstanding the foregoing, Employee shall be entitled to defer the receipt of his salary and/or bonus pursuant to procedures adopted or plans maintained by Employer. OPTIONS. Upon execution of this Agreement, Employer shall grant to Employee a nonqualified option to purchase one hundred thousand (100,000) shares of Employer's common stock pursuant to Employer's 1998 Key Employee Share Incentive Plan ("Share Option"). The Share Option shall have an exercise price equal to Three dollars and Ninety cents ($3.90). All of the shares underlying the Share Option shall vest on the third anniversary of the date of this Agreement if Employee is still employed by Employer on such date; provided, however, the shares shall also vest in full upon a "change of control" of Employer as that term is defined in Section 2 above. The Share Option shall expire ten (10) years from the date of this Agreement. The Share Option shall be on the terms and conditions contained in a Nonqualified Stock Option Agreement in the form attached hereto as Annex B. LIMITATION ON PAYMENTS. Notwithstanding any other term of this Agreement, the aggregated payments by Employer to Employee under this Agreement or otherwise that are determined to be "parachute payments" for purposes of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder ("Section 280G"), shall not exceed 299% of Employee's "base amount" as determined for purposes of Section 280G. All determinations and computations for this purpose, including the interpretation of Section 280G and its application to the matters set forth herein, will be made by the Compensation Committee of the Board in its sole discretion and its determinations hereunder will be binding on Employee and Employer. To the extent that this provision requires a reduction in the amount of payment(s) that would otherwise be due and owing by Employer to Employee under this Agreement or otherwise, the Compensation Committee shall have sole discretion, and will work in good faith, to determine the method of reducing any such payment(s) in order to meet the limitations imposed by this provision. BENEFITS. Employee shall be entitled to participate in, and receive benefits from, any insurance, medical, disability, or other employee benefit plan of Employer, if any, which may be in effect at any time during the term of this Agreement and which shall be generally available to Employee on terms no less favorable than to other executive management or supervisory personnel of Employer. Nothing herein shall be construed so as to prevent Employer from modifying or terminating any employee benefit plans or programs, or employee fringe benefits, that it has adopted or may adopt from time to time. 5 {PAGE} 4. EXPENSES. During the first sixty (60) days of the term of this Agreement (unless extended by the Board in its sole discretion), Employee is authorized to incur reasonable expenses for travel between his current home in Carmel, Indiana and Employer's headquarters in Strongsville, Ohio. Employer shall reimburse Employee for such expenses after receipt of a written statement from Employee which itemizes such expenses in reasonable detail, together with all receipts related to such expenses. If, at the direction of the Board, Employee relocates and moves his home near Employer's headquarters, Employer would reimburse Employee for the costs of such relocation in accordance with Employer's existing relocation policy. In addition, Employer agrees that it will reimburse Employee for any and all necessary, customary and usual business expenses incurred by Employee, subject to Employer's then-current policies regarding such expenses. 5. COVENANTS. NON-DISCLOSURE. During Employee's employment by Employer, Employee will enjoy access to Employer's "confidential information" and "trade secrets." For the purposes of this Agreement, "confidential information" shall mean information which is not publicly available including, without limitation, information concerning customers, material sources, suppliers, financial projections, marketing plans and operation methods, Employee's access to which derives solely from Employee's employment with Employer. For purposes of this Agreement, "trade secrets" shall mean Employer's processes, methodologies and techniques known only to those employees of Employer who need to know such secrets in order to perform their duties on behalf of Employer. Employer takes numerous steps, including these provisions, to protect the confidentiality of its confidential information and trade secrets, which it considers unique, valuable and special assets. Employee, recognizing Employer's significant investment of time, effort and money in developing and preserving its confidential information and trade secrets, shall not, during his employment hereunder and for a period of three (3) years after the end of Employee's employment hereunder, use for his direct or indirect personal benefit any of Employer's confidential information or trade secrets. During the term of this Agreement and for a period of three (3) years after the end of Employee's employment hereunder, Employee shall not disclose to any person any of Employer's confidential information or trade secrets. No termination of this Agreement shall terminate the rights and obligations of the parties under this Section 5, but such rights and obligations shall survive such termination in accordance with the terms of this Section. 6. NON-DISPARAGEMENT. Following the termination of this Agreement for any reason, Employee agrees that he shall not indulge in any conduct which may 6 {PAGE} reflect adversely upon, nor make any statements disparaging of, Employer, or the officers, directors, stockholders or employees of Employer. 7. REMEDIES. Employee agrees that the remedy at law for any violation or threatened violation by Employee of Sections 5 and 6 will be inadequate and that, accordingly, Employer shall be entitled to injunctive relief in the event of a violation or threatened violation without being required to post bond or other surety. The foregoing remedies shall be in addition to, and not in limitation of, any other rights or remedies to which Employer is or may be entitled at law, or in equity, or under this Agreement. 8. DEATH. Notwithstanding any other provisions of this Agreement, this Agreement shall be deemed automatically terminated upon death. In such event, Employer shall pay to Employee's personal representative or executor any compensation accrued but unpaid as of such date. Upon the payment of such accrued compensation, Employer shall have no further obligations under this Agreement, including, but not limited to, an obligation to pay a salary, severance or termination pay or any other form of compensation, or to provide any further fringe benefits of any kind or nature. 9. DISABILITY. If Employee is unable substantially to perform his duties under this Agreement by reason of physical or mental illness, injury, or incapacity for one hundred twenty (120) consecutive days, Employer may terminate this Agreement forthwith upon notice to Employee and thereupon shall have no further liability or obligation to Employee hereunder, including, but not limited to, an obligation for severance or termination pay or any other form of compensation, or to provide any further fringe benefits of any kind of nature, except as may be prescribed under the terms of any benefit plans or arrangements referred to in Section 3 in which Employee participated at the close of business on the first day of such 120 day period. In the event of a dispute under this Section 9, Employee agrees to submit to a physical or mental examination by a licensed physician selected by Employer, whose decision as to Employee's disability shall be conclusive and binding upon Employer and Employee. Employer shall bear the cost of such examination 10. ENTIRE AGREEMENT. This written Agreement contains the sole and entire agreement between the parties and shall supersede any and all other agreements, whether oral or written, between the parties. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing its execution and delivery, except such representations as are specifically set forth in this writing, and the parties acknowledge that they have relied on their own judgment in entering into the same. The parties further acknowledge that any statements or representations that may have been made by either of them to the other are void and of no effect and that neither of them has relied on such statements or representations in connection with its dealings with the other. 11. WAIVER/MODIFICATION. It is agreed that no waiver or modification of this Agreement or of any covenant, condition or limitation contained in it shall be 7 {PAGE} valid unless it is in writing and duly executed by the party to be charged with it, and that no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party under it, unless such waiver or modification is in writing, duly executed as above. The parties agree that the provisions of this paragraph may not be waived, except by a duly executed writing. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver of any breach of condition of this Agreement shall be deemed to be a waiver of any other subsequent breach of condition, whether of like or different nature. 12. ARBITRATION. If a dispute of any kind arises from or relates in any manner to this Agreement or the breach thereof, and if such dispute cannot be settled through direct discussions, the parties agree to endeavor to first settle the dispute in an amicable manner by mediation administered in the state in which Employer's headquarters is located by and through the American Arbitration Association in accordance with its Commercial Mediation Rules before resorting to arbitration. Thereafter, any unresolved controversy or claim arising from or relating to this Agreement or breach thereof shall be settled by arbitration administered by and through the American Arbitration Association in accordance with its Commercial Arbitration Rules, provided however that only one arbitrator shall be appointed, which arbitrator shall be an attorney licensed in the state in which Employer's headquarters is located or an active or retired judge, having experience in employment contracts, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 13. GOVERNING LAW. The parties agree that it is their intention and covenant that this Agreement be construed in accordance with and under and pursuant to the laws of the State of Ohio, without giving effect to principles of conflicts of law. 14. SUCCESSORS AND ASSIGNS. Employee may not assign any rights or obligations under this Agreement without the prior written consent of Employer. This Agreement shall be binding upon and inure to the benefit of Employee and his lawful heirs, guardians, executors, administrators, and permitted successors and assigns. Employer may not assign any rights or obligations under this Agreement without the prior written consent of Employee except to the surviving corporation in connection with a merger or consolidation involving Employer or to the purchaser of assets in connection with a sale of all or substantially all of its assets, so long as the assignee expressly assumes Employer's rights or obligations. This Agreement shall be binding upon and inure to the benefit of Employer and its permitted successors and assigns. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement, except as provided in this Section 14. 8 {PAGE} 15. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original but all of which together will constitute one and the same instrument. 16. RETURN OF PROPERTY. Upon termination of this Agreement for any reason, Employee shall immediately return any property of Employer, including, but not limited to, any equipment, credit cards, advertising materials, booklets, training guides or any other such similar information, materials or documents that Employee has in Employee's possession or control. 17. SEVERABILITY. If any clause, paragraph, or section of this Agreement be held invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be valid and remain enforceable to the extent permitted by law. Moreover, if any one or more of the provisions in this Agreement shall for any reason by held to be excessively broad as to duration, geographical scope, activity, or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with then applicable law. 18. NOTICES. All notices required to be provided under the terms of this Agreement shall be sent by United States mail, certified, return receipt requested, and to the following addresses: TO EMPLOYER: Ceres Group, Inc. Attn: General Counsel 17800 Royalton Road Strongsville, Ohio 44136 TO EMPLOYEE: Thomas J. Kilian 10550 Hussey Lane Carmel, Indiana 46032 ACKNOWLEDGMENT BY EMPLOYEE: BY SIGNING THIS AGREEMENT, I AFFIRM THAT I HAVE CAREFULLY READ AND CONSIDERED ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT SUCH TERMS AND CONDITIONS ARE UNDERSTOOD, ACCEPTED AND AGREED. 9 {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. EMPLOYER: EMPLOYEE: CERES GROUP, INC. THOMAS J. KILIAN By: /s/ Kathleen L. Mesel /s/ Thomas J. Kilian -------------------------------------- ----------------------------- Its: Corporate Secretary 10 {PAGE} ANNEX A July 9, 2002 Board of Directors Ceres Group, Inc. 17800 Royalton Road Strongsville, Ohio 44136 Ladies and Gentlemen: I, Thomas J. Kilian, hereby resign as a member of the Board of Directors of Ceres Group, Inc., effective as of the termination of my employment with Ceres Group (for whatever reason) pursuant to my Employment Agreement, dated as of July 9, 2002, between Ceres Group and me. Very truly yours, /s/ Thomas J. Kilian Thomas J. Kilian {PAGE} ANNEX B NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE CERES GROUP, INC. 1998 KEY EMPLOYEE SHARE INCENTIVE PLAN This Non-Qualified Stock Option Agreement ("Agreement") is made on July 9, 2002, by and between Ceres Group, Inc., a Delaware corporation ("Ceres" or the "Company"), and Thomas J. Kilian ("Optionee"). Ceres and Optionee agree that the option granted by this Agreement does not qualify as an "incentive stock option" ("ISO") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Ceres makes this grant of an option pursuant to the Ceres Group, Inc., 1998 Key Employee Share Incentive Plan ("Plan"). The option granted by this Agreement shall be subject to all the provisions of the Plan, which are incorporated herein by reference, and shall be subject to the following provisions of this Agreement: 1. NUMBER OF COMMON SHARES AND OPTION PRICE. Ceres hereby grants Optionee an option ("Option") to purchase 100,000 shares of the Company's $0.001 par value common stock ("Common Shares") for a purchase price ("Option Price") of $3.90 (Three dollars and Ninety cents) per Common Share. 2. GENERAL TERMS, PERIOD, VESTING AND EXERCISABILITY. (a) The term of the Option and the term of this Agreement shall commence on the date hereof ("Date of Grant") and shall terminate upon the expiration of ten (10) years from the Date of Grant ("Maximum Term") if not terminated or extinguished earlier by operation of this Agreement or the terms of the Plan. Upon termination of the Optionee's employment (regardless of reason) with Ceres or one of its subsidiary corporations, as the case may be, all Options evidenced by this Agreement that remain outstanding but are not then vested and exercisable shall terminate and expire. Upon termination of the Optionee's employment with Ceres or a subsidiary company other than by death or permanent and total disability and more than three (3) months prior to the end of the Maximum Term, those Options evidenced by this Agreement that are vested and exercisable shall terminate and expire three (3) months following the date such employment terminates. Upon termination of the Optionee's employment with Ceres or a subsidiary company, by death or permanent and total disability and more than one (1) year prior to the end of the Maximum Term, those Options evidenced by this Agreement that are vested and exercisable shall terminate and expire one (1) year following the date of such death or permanent and total disability (as determined by the Compensation Committee of the Board of Directors of Ceres). Options that terminate, expire or lapse on a given date shall do so on such date at 5:00 p.m., Cleveland, Ohio time. (b) The Option shall vest and first become exercisable on July 9, 2005 and shall terminate on July 9, 2012. (c) Notwithstanding any contrary provisions of this Agreement and subject only to the terms of the Plan, the Compensation Committee of the Board of Directors of Ceres ("Committee") in {PAGE} its sole discretion may cancel and extinguish this Agreement, incident to or as a result of any reorganization, merger, consolidation, recapitalization, dissolution or similar restructuring or corporate event involving Ceres, by paying to the Optionee (or other party then in rightful possession of the Option) the value of said Option (to the extent then vested and exercisable), determined as of the date of such restructuring or corporate event and based on the excess, if any, of the fair market value of Common Shares over the Option Price. 3. METHOD OF EXERCISE: The Option shall be exercisable from time to time by written notice (in substantially the form attached hereto as Exhibit A) 347182	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Employment Agreement: CERES GROUP, INC – FILENAME}l95372aexv10w39.txt {DESCRIPTION}EXHIBIT 10.39 {TEXT} {PAGE} Exhibit 10.39 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective as of the 9th day of July, 2002 by and between CERES GROUP, INC ., a Delaware corporation, referred to in this Agreement as "Employer," and THOMAS J. KILIAN, referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business _____________ Ceres Group, Inc – All notices required to be provided under the terms of this Agreement shall be sent by United States mail, certified, return receipt requested, and to the following addresses: TO EMPLOYER: Ceres Group, Inc . Attn: General Counsel 17800 Royalton Road Strongsville, Ohio 44136 TO EMPLOYEE: Thomas J. Kilian 10550 Hussey Lane Carmel, Indiana 46032 ACKNOWLEDGMENT BY EMPLOYEE: BY SIGNING THIS AGREEMENT, I AFFIRM _____________ CERES GROUP, INC – THAT SUCH TERMS AND CONDITIONS ARE UNDERSTOOD, ACCEPTED AND AGREED. 9 {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. EMPLOYER: EMPLOYEE: CERES GROUP, INC . THOMAS J. KILIAN By: /s/ Kathleen L. Mesel /s/ Thomas J. Kilian -------------------------------------- ----------------------------- Its: Corporate Secretary 10 {PAGE} ANNEX A July 9, 2002 Board of Directors Ceres Group, Inc. 17800 _____________ Ceres Group, Inc – EMPLOYER: EMPLOYEE: CERES GROUP, INC. THOMAS J. KILIAN By: /s/ Kathleen L. Mesel /s/ Thomas J. Kilian -------------------------------------- ----------------------------- Its: Corporate Secretary 10 {PAGE} ANNEX A July 9, 2002 Board of Directors Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 Ladies and Gentlemen: I, Thomas J. Kilian, hereby resign as a member of the Board of Directors of Ceres Group, Inc., effective as _____________ Ceres Group, Inc – Board of Directors Ceres Group, Inc. 17800 Royalton Road Strongsville, Ohio 44136 Ladies and Gentlemen: I, Thomas J. Kilian, hereby resign as a member of the Board of Directors of Ceres Group, Inc ., effective as of the termination of my employment with Ceres Group (for whatever reason) pursuant to my Employment Agreement, dated as of July 9, 2002, between Ceres Group and _____________ dt 1505988
Preview Full Doc	2001	Employment Agreement Employment Agreement (35K) Doc #347193: Click preview link for longer preview. EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is entered into as of the 10th day of April, 2001, by and between Peter W. Nauert ("Nauert") and Ceres Group, Inc. a Delaware corporation (the "Company"). WHEREAS, Nauert possesses valuable skills, expertise and abilities in the life, accident and health insurance business; and WHEREAS, the Company wishes to continue the services of Nauert as the Chief Executive Officer of the Company, and Nauert is willing to serve in such capacity, all upon the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the covenants set forth herein, the parties hereto agree as follows: 1. EMPLOYMENT. The Company hereby agrees to employ Nauert as its Chief Executive Officer commencing on July 1, 2001 (the "Commencement Date") and, unless sooner terminated as hereinafter provided, ending on the second anniversary of the Commencement Date (the "Term"). Thereafter, the Term shall be automatically renewed for additional, subsequent and consecutive one (1) year periods, unless either the Company or Nauert gives written notice to the other of the intent to terminate this Agreement for good reason or no reason at all. Written notice must be given by either party at least ninety (90) days prior to the end of the then current period, in which event the Term shall end at the end of the then current period. Nauert hereby agrees to render such services to the Company upon the terms and conditions set forth in this Agreement. Nauert shall devote such business time to the business and affairs of the Company as is reasonably necessary to the discharge of his duties as Chief Executive Officer. Nauert will otherwise be free to pursue active management of his personal investment portfolio. In the event there shall become available to Nauert during the Term, directly or indirectly, through an affiliate or otherwise, any business opportunity (whether in the form of a transaction or otherwise) reasonably related to the business of the Company or any of its subsidiaries, Nauert shalt cause such opportunity to be presented to the Company for its consideration and pursuit; PROVIDED, that Nauert shall be free to pursue such opportunity, directly or indirectly, through an affiliate or otherwise, if the Company declines to pursue such opportunity and Nauert obtains the prior written consent of the Company, as authorized by its board of directors (provided such consent is not unreasonably withheld or delayed). 2. COMPENSATION. During the Term, Nauert shall receive as compensation: (a) A base salary not less than Seven Hundred Fifty Thousand Dollars ($750,000.00) per year ("Base Salary"); provided that if Nauert is granted a merit increase in Base Salary, his Base Salary will not thereafter be reduced below that increased level during the Term; 1 {PAGE} (b) A stock award (the "Stock Award") payable in shares of common stock of the Company (the "Common Stock") together with a cash payment equal to the federal, state and local taxes (the "Tax Payment") payable by Nauert with respect to the Stock Award; PROVIDED, HOWEVER, in no event shall a Tax Payment with respect to the taxes for any year exceed 50% of the "Fair Market Value" of the Stock Award received by Nauert in such year as determined under Section 2(i) of this Agreement. The amount and payment of the Stock Award shall be as follows: commencing on October 1, 2001, and on the 1st day after the close of each three-month period thereafter (that is, the first day of January, April, July and October), Nauert shall receive a number of shares of Common Stock equal to $125,000 divided by the average closing price of the Common Stock for the most recently completed three-month period. For example, the October 1, 2001 Stock Award payment shall be based on the average closing price during the three-month period ending on September 30, 2001, and each Stock Award payment thereafter shall be based on the three-month period ending the day before the date of such payment. The number of shares of Common Stock granted pursuant to the Stock Award shall be adjusted to account for stock splits, stock dividends or other reclassifications of the Common Stock following the Commencement Date. Nauert shall receive the Tax Payment prior to April 15 of the year following the year of payment of the Stock Award to which such Tax Payment relates. All Common Stock paid to Nauert pursuant to this Paragraph 2(b) shall be fully vested immediately upon issuance; PROVIDED, HOWEVER, that Nauert shall forfeit all rights to any unpaid Stock Award and the Tax Payment related thereto if his employment with the Company is terminated prior to July 1, 2003, for any reason other than a Severenceable Event (as hereinafter defined). A "Severenceable Event" shall mean any of the following: (i) termination by the Company for any reason other than for Cause, (ii) Qualifying Termination following a Change of Control, (iii) termination by Nauert for Good Reason, or (iv) termination due to the death or total or partial disability of Nauert. All stock certificates issued to Nauert pursuant to this Section 2(b), shall, if deemed necessary by the Company, contain the following legends and any others deemed reasonably necessary by the Company: NOTICE THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS, VOTING LIMITATIONS, AND OTHER TERMS AND CONDITIONS CONTAINED IN AN AMENDED AND RESTATED VOTING AGREEMENT DATED JULY 25, 2000 BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THIS SECURITY IS SUBJECT TO CERTAIN RIGHTS AND RESTRICTIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF JULY 1, 1998, A COPY OF WHICH MAY OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. 2 {PAGE} THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT", OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) STOCK OPTIONS. (i) The Company will grant to Nauert on the date of this Agreement options to purchase 250,000 shares of Common Stock of the Company (the "Options"), subject to the terms of the Company's standard Option Agreement. The exercise price of the Options shall be the price of the Company's stock at the close of the market on the date immediately preceding the date of this Agreement. (ii) One hundred percent (100%) of the Options will vest two (2) years after the date of this Agreement, if Nauert is still employed by the Company. All unvested Options shall vest immediately upon the occurrence of a Severenceable Event. Nauert shall forfeit all unvested Options if his employment with the Company is terminated for Cause. 347193	Ceres Group Ceres Group, Inc. ( Life Insurance ) ;	Peter W. Nauert
Preview Full Doc	2001	Employment Agreement Employment Agreement (19K) Doc #347203: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 10th day of April, 2001 by and between CERES GROUP, INC., a Delaware corporation, referred to in this Agreement as "Employer," and BRUCE M. HENRY, referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business and maintains its corporate office in the City of Strongsville, Ohio; and Employee is willing to continue to be employed by Employer, and Employer is willing to . . . 347203	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Employment Agreement: CERES GROUP, INC – txt {DESCRIPTION}EXHIBIT 10.30 {TEXT} {PAGE} 1 EXHIBIT 10.30 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 10th day of April, 2001 by and between CERES GROUP, INC ., a Delaware corporation, referred to in this Agreement as "Employer," and BRUCE M. HENRY, referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business _____________ Ceres Group, Inc – All notices required to be provided under the terms of this Agreement shall be sent by United States mail, certified, return receipt requested, and to the following addresses: TO EMPLOYER: Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 TO EMPLOYEE: Bruce M. Henry 610 Hardwick Drive Aurora, Ohio 44202 ACKNOWLEDGMENT BY EMPLOYEE: BY SIGNING THIS AGREEMENT, I AFFIRM THAT I HAVE _____________ CERES GROUP, INC – AGREEMENT AND THAT SUCH TERMS AND CONDITIONS ARE UNDERSTOOD, ACCEPTED AND AGREED. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. EMPLOYER: EMPLOYEE: CERES GROUP, INC . BRUCE M. HENRY By: /s/ Peter W. Nauert /s/ Bruce M. Henry --------------------------- --------------------------- Its: Chief Executive Officer -------------------------- {/TEXT} {/DOCUMENT} _____________ dt 1505992
Preview Full Doc	2001	Employment Agreement Employment Agreement (18K) Doc #347208: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made between Central Reserve Life Insurance Company, 17800 Royalton Road, Strongsville, Ohio 44136-5197 ("Employer"), and Anthony J. Pino, 340 Woodslanding Trail, Oldsmar, Florida 34677 ("Employee"). This Agreement shall be effective October 1, 1999. WHEREAS, Employer is engaged in the insurance business and maintains its corporate office in the City of Strongsville, County of Cuyahoga, State of Ohio; and WHEREAS, Employee is willing to continue to be . . . 347208	Ceres Group Ceres Group, Inc. ( Life Insurance ) ;	Anthony J. Pino
Preview Full Doc	2005	Employment Agreement Employment Agreement (26K) Doc #1052323: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective the 28th day of March, 2005, by and between CERES GROUP, INC., a Delaware corporation, referred to in this Agreement as "Employer," and MARK E. BILLINGSLEY referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business and maintains its main corporate office in the City of Strongsville, Ohio; and Employer wished to employ Employee, and Employee wishes to be employed by Employer on . . . 1052323	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Employment Agreement: CERES GROUP, INC – DESCRIPTION>EXHIBIT 10.48 <TEXT> <PAGE> EXHIBIT 10.48 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective the 28th day of March, 2005, by and between CERES GROUP, INC ., a Delaware corporation, referred to in this Agreement as "Employer," and MARK E. BILLINGSLEY referred to in this Agreement as "Employee." RECITALS: Employer is engaged in the insurance business _____________ Ceres Group, Inc – be provided under the terms of this Agreement shall be sent by United States mail, certified, return receipt requested, and to the following addresses: 7 <PAGE> TO EMPLOYER: Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 TO EMPLOYEE: Mark Billingsley 1314 Mesquite Road Cedar Park, Texas 78613 ACKNOWLEDGMENT BY EMPLOYEE: BY SIGNING THIS AGREEMENT, I AFFIRM THAT I HAVE _____________ CERES GROUP, INC – AGREEMENT AND THAT SUCH TERMS AND CONDITIONS ARE UNDERSTOOD, ACCEPTED AND AGREED. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. EMPLOYER: EMPLOYEE: CERES GROUP, INC . MARK E. BILLINGSLEY By: /s/ Mark A. Nielsen By: /s/ Mark E. Billingsley ------------------------------ --------------------------------- Printed Name: Mark A. Nielsen Printed Name: Mark E. Billingsley Its: Executive Vice President 8 </ _____________ dt 1506000
Preview Full Doc	2004	Key Employee Share Incentive Plan [1998] Key Employee Share Incentive Plan [1998] (42K) Doc #347151: Click preview link for longer preview. CERES GROUP, INC. 1998 KEY EMPLOYEE SHARE INCENTIVE PLAN AS AMENDED JUNE 12, 2001 AND MAY 19, 2004 1. General. This 1998 Key Employee Share Incentive Plan ("Plan") provides key employees of Ceres Group, Inc. ("CERES") or subsidiary corporations of CERES with the opportunity to acquire or expand their equity interest in CERES by making available for award or purchase common shares, par value $0.001 per share, of CERES ("Common Shares"), through the granting of nontransferable options to purchase Common Shares ("Options"), the granting of nontransferable options to receive payments based on the appreciation of Common Shares ("SARs"), the granting of stock ("Stock Grants"), and the granting of restricted stock awards ("Restricted Stock Awards"). Options, SARs, Stock Grants and Restricted Stock Awards are collectively referred to herein as "Grants"; an individual grant of Options is individually referred to herein as a "Grant". CERES intends that key employees may be granted, simultaneously or from time to time, Stock Options that qualify as incentive stock options ("Incentive Stock Options" under Section 422 of the Internal Revenue Code of 1986, as amended ("Code") or stock options that do not so qualify ("Non-qualified Stock Options"). No provision of the Plan is intended or shall be construed to grant employees alternative rights in any Incentive Stock Option granted under the Plan so as to prevent such Option from qualifying under Section 422 of the Code. 2. Purpose of the Plan. The purpose of the Plan is to provide incentives to key employees, non-employee directors, consultants and advisors of CERES or of subsidiary corporations of CERES, by encouraging such individuals to acquire a larger share ownership in the CERES, thereby increasing their proprietary interest in CERES's business and enhancing their personal financial interest in its success. For purposes of the Plan, a "subsidiary corporation" consists of any corporation fifty percent (50%) of the shares of which are directly or indirectly owned or controlled by CERES. 3. Effective Date of the Plan. The Plan shall have a stated effective date of October 1, 1998. 4. Administration of the Plan. The Plan will be administered by the Compensation Committee of the Board of Directors of CERES ("Committee") which shall consist of not less than three members. None of the Committee members shall be employees of CERES or its subsidiary corporations nor be eligible to receive Grants while serving as a member of the Committee unless such Grant is also approved by the entire Board of Directors. Each of the Committee members shall be a "Non-Employee Director" within the meaning of Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, or any successor definition adopted by the Securities Exchange Commission, and each shall be an "outside director" within the meaning of Section 162(m) of the Code. The Board may also select one or more qualified Directors to serve as alternate {PAGE} members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. The Committee shall be authorized to administer the Plan in accordance with its terms and may adopt, amend or repeal such rules and regulations as the Committee may desire concerning the conduct of its affairs. The interpretation and construction by the Committee of any provision of the Plan or of any Grant under it and the administration of the Plan by the Committee shall be final. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present (or acts unanimously approved in writing by the members of the Committee) shall constitute binding acts of the Committee. No member of the Board of Directors or the Committee shall be liable for any action taken or omitted, or any determination made, in good faith in connection with the Plan. Subject to the terms and conditions of the Plan, the Committee is authorized and empowered: (a) To select the key employees, non-employee directors, consultants and advisors to whom Grants may be made; (b) To determine the number of Common Shares to be covered by any Grant; (c) To prescribe the terms and conditions of any Grants made under the Plan, and the form and agreement used in connection with such Grants; (d) To determine the time or times when Options, SARs, Stock Grants and Restricted Stock Awards will be granted and when they will terminate in whole or in part; (e) To determine the time or times when Options, SARs and Restricted Stock Awards that are granted may be exercised; (f) To determine, at the time a Stock Option is granted under the Plan, whether such Option is an Incentive Stock Option entitled to the benefits of Section 422 of the Code; (g) To establish any other Option agreement provisions not inconsistent with the terms and conditions of the Plan or, where the Stock Option is an Incentive Stock Option, with the terms and conditions of Section 422 of the Code; (h) To determine whether SARs will be made part of any Grants consisting of Options, and to approve any SARs made part of any such Grants pursuant to Section 8 hereof. (i) To determine, at the time a Stock Grant is granted under the Plan, the terms and conditions of such Grant; and 347151	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Key Employee Share Incentive Plan [1998]: CERES GROUP, INC – {DOCUMENT} {TYPE}EX-4.1 {SEQUENCE}2 {FILENAME}l08427aexv4w1.txt {DESCRIPTION}1998 KEY EMPLOYEE SHARE INCENTIVE PLAN {TEXT} {PAGE} Exhibit 4.1 CERES GROUP, INC . 1998 KEY EMPLOYEE SHARE INCENTIVE PLAN AS AMENDED JUNE 12, 2001 AND MAY 19, 2004 1. General. This 1998 Key Employee Share Incentive Plan ("Plan") provides key employees of _____________ Ceres Group, Inc – INC. 1998 KEY EMPLOYEE SHARE INCENTIVE PLAN AS AMENDED JUNE 12, 2001 AND MAY 19, 2004 1. General. This 1998 Key Employee Share Incentive Plan ("Plan") provides key employees of Ceres Group, Inc . ("CERES") or subsidiary corporations of CERES with the opportunity to acquire or expand their equity interest in CERES by making available for award or purchase common shares, par value $ _____________ Ceres Group, Inc – transfer of the shares of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in the Ceres Group, Inc . 1998 Key Employee Share Incentive Plan, and in the associated Award Agreement. A copy of the Plan and the Award Agreement may be obtained from Ceres Group, Inc. (f) _____________ Ceres Group, Inc – in the Ceres Group, Inc. 1998 Key Employee Share Incentive Plan, and in the associated Award Agreement. A copy of the Plan and the Award Agreement may be obtained from Ceres Group, Inc . (f) Voting Rights. To the extent required by law, individuals holding shares of Restricted Stock granted hereunder shall be granted the right to exercise full voting rights with respect _____________ Ceres Group, Inc – the discretion of the Committee, if a key employee terminates employment with CERES and all subsidiary corporations because of normal or early retirement under the Retirement Plan for Employees of Ceres Group, Inc . (or any successor retirement plan), any then-outstanding Options or SARs held by such key employee shall lapse at the earlier of the end of the term of such _____________ dt 1505982
Preview Full Doc	2001	Lease Agreement Lease Agreement (127K) Doc #347194: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.37 {SEQUENCE}3 {FILENAME}l89547aex10-37.txt {DESCRIPTION}EXHIBIT 10.37 {TEXT} {PAGE} 1 Exhibit 10.37 LEASE AGREEMENT Between ROYALTON INVESTORS, LLC AND BIG T INVESTMENTS, L.L.C., AS TENANTS IN COMMON as Lessor and CERES GROUP, INC. as Lessee {PAGE} 2 THIS LEASE AGREEMENT, dated as of July 31, 2001 (this "LEASE"), is made between ROYALTON INVESTORS, LLC and BIG T INVESTMENTS, L.L.C., as tenants in common ("LESSOR"), and CERES GROUP, INC., a Delaware corporation (herein, together with any corporation succeeding thereto by consolidation, merger or acquisition of its assets substantially as an entirety, called "LESSEE"). ARTICLE I SECTION 1.01 LEASE OF PREMISES; TITLE AND CONDITION. In consideration of the rents and covenants herein stipulated to be paid and performed by Lessee and upon the terms and conditions herein specified, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the premises (the "PREMISES") consisting of: (a) that parcel of land more particularly described in Part I of Schedule A attached hereto and made a part hereof (the "LAND") having an address at 17800 Royalton Road, Strongsville, Ohio 44136; (b) all of the buildings, structures, fixtures, facilities, installations and other improvements of every kind and description now or hereafter in, on, over and under the Land and all plumbing, gas, electrical, ventilating, lighting and other utility systems, ducts, hot water heaters, oil burners, domestic water systems, elevators, escalators, canopies, air conditioning systems and all other building systems and fixtures attached to or comprising a part of the buildings but excluding all personal property now or hereafter belonging to Lessee and Severable Property (as defined in Section 3.01 hereof) (collectively, the "IMPROVEMENTS"); and (c) all of Lessor's right, title and interest, if any, in and to all easements, rights-of-way, appurtenances and other rights and benefits associated with the Land and to all public or private streets, roads, avenues, alleys or passways, open or proposed, on or abutting the Land, including, without limitation, the agreements, if any, set forth in Part II of Schedule A (the "AGREEMENTS") (all of the foregoing being included within the term "LAND"). The Premises are leased to Lessee in their present condition without representation or warranty by Lessor and subject to the rights of parties in possession, to the existing state of title, to all applicable Legal Requirements (as defined in Section 5.02(b)) now or hereafter in effect and to Permitted Exceptions listed in Part III of Schedule A. Lessee has examined the Premises and title to the Premises and has found all of the same satisfactory for all purposes. SECTION 1.02 USE. Lessee may use the Premises for any lawful purpose, provided such use shall not diminish the value of the Premises or constitute a nuisance. SECTION 1.03 TERM. This Lease shall be for an Interim Term beginning as of the date hereof and ending at midnight on the last day of the month including the date hereof and a Primary Term of 15 years beginning on August 1, 2001, and ending at midnight on July 31, 2016. The time period during which this Lease shall actually be in effect, including the Interim Term, the Primary Term and any Extended Term (as defined in Section 1.04) for which the right {PAGE} 3 to extend is exercised, as any of the same may be terminated prior to their scheduled expiration pursuant to the provisions hereof, is sometimes referred to herein as the "LEASE TERM." SECTION 1.04 OPTIONS TO EXTEND THE TERM. Unless an Event of Default (as defined herein) has occurred and is continuing at the time any option is exercised, Lessee shall have the right and option to extend the Lease Term for four additional periods of five years each, each commencing at midnight on the day on which the then existing term of this Lease expires (an "EXTENDED TERM"), unless this Lease shall expire or be terminated pursuant to any provision hereof. The Primary Term and any Extended Term shall commence and expire on the dates set forth in Part I of Schedule B. Lessee shall, if at all, exercise its option to extend the Lease Term for any of the first two Extended Terms (each, a "FIXED RENTAL EXTENDED TERM") by giving notice of exercise (the "FIXED RENTAL EXTENDED TERM NOTICE") of option no later than 18 months prior to expiration of the then existing term. Lessee shall exercise its option to extend the Lease Term for each of the third and fourth Extended Terms by giving written notice of intent to Lessor at any time not more than 24 or less than 21 months prior to the expiration of the then existing second or third Extended Term (which notice of intent will not extend the then existing term of this Lease), but shall obligate the parties to begin the determination of Fair Market Rental (as defined herein) for the Premises for such third and fourth Extended Term pursuant to subsection 1.05(d) and then by delivering to Lessor a written instrument confirming the exercise of option (a "CONFIRMATION NOTICE") no later than 18 months prior to the expiration of the then existing second or third Extended Term and after the Fair Market Rental for the Premises for the third or fourth Extended Term has been determined as provided in subsection 1.05(d), provided that, if such Fair Market Rental value has not been so determined at least 20 days prior to the date by which Lessee must deliver such instrument of exercise, Lessee shall have an additional 30 days after determination thereof within which to make such delivery. Upon the delivery of a Fixed Rental Extended Term Notice or a Confirmation Notice, as applicable, the Lease Term shall be automatically extended for the next succeeding Extended Term on the terms and conditions provided herein. Upon the request of Lessor or Lessee, the parties hereto will, at the expense of Lessee, execute and exchange an instrument in recordable form setting forth the extension of the Lease Term in accordance with this Section 1.04. Notwithstanding the foregoing, the parties desire to avoid the inadvertent failure of Lessee from exercising the options to extend this Lease. Accordingly, Lessor agrees that, if Lessee does not give written notice to Lessor of its election to exercise or waive an extension option prior to the notice deadlines set forth above, such option to extend shall remain in effect until the expiration of 30 days following receipt of written notice from Lessor stating that Lessee's option to extend must be exercised or will lapse; provided, further, that, notwithstanding the foregoing, Lessor may provide such reminder notice at any time within 36 months prior to the scheduled expiration of the Lease Term. SECTION 1.05 RENT. (a) During the Primary Term and any Fixed Rental Extended Term, Lessee shall pay the amounts set forth in Part II of Schedule B and during the remaining Extended Term the amount determined in accordance with subsection 1.05 (b), as basic rent for the Premises ("BASIC RENT"). Lessee shall pay Basic Rent to Lessor by wire transfer, in immediately available funds, in accordance with the wire transfer instructions set forth on Schedule C attached, or in accordance with such other instructions as Lessor from time to time may designate in writing to Lessee. Lessor shall give Lessee not less than 15 days' prior written notice of any change in the instructions to which such payments are to be made. If the party entitled to receive Basic Rent shall change, Lessee may, until receipt of notice of such change -2- {PAGE} 4 from the party entitled to receive Basic Rent immediately preceding such change, continue to pay Basic Rent and additional charges to the party to which, and in the manner in which, the preceding installment of Basic Rent or additional charges, as the case may be, was paid. Such annual rentals shall be payable in equal monthly installments in advance on the first day of each month. Any rental payment made in respect of a period which is less than one month shall be prorated by multiplying the then applicable monthly rental by a fraction the numerator of which is the number of days in such month with respect to which rent is being paid and the denominator of which is the total number of days in such month. Lessee shall perform all its obligations under this Lease at its sole cost and expense, and shall pay all Basic Rent, additional charges and any other sum due hereunder when due and payable, without notice or demand. (b) During the final two Extended Terms after the Fixed Rental Extended Terms hereof, if any, Lessee shall pay to Lessor as Basic Rent for the Premises, without any prior demand therefor, an amount per annum equal to the Fair Market Rentals (as hereinafter defined). (c) In no event shall the annual rental for the final two Extended Terms after the Fixed Rental Extended Terms be an amount less than the rental paid in the final year of the immediately preceding Extended Term. Such amount shall be payable in equal monthly installments in advance on the first day of each month during such Extended Term. (d) The term "FAIR MARKET RENTALS" as used herein shall mean an amount equivalent to the then current fair market rate of rentals received in the general market area in which the Premises are located for similar buildings of comparable characteristics, including, but not limited to, comparable lease terms, age, condition and classification, as such rental shall be adjusted by a reasonable allowance for operating and maintenance costs (not paid separately by the lessee under such other lease) of a building of comparable characteristics. Following delivery of the notice of intent described in Section 1.04 hereof, the Fair Market Rentals shall be determined mutually by Lessor and Lessee within 30 days after Lessor's receipt of Lessee's notice of intent or, if no mutual determination is made, by the following procedure: not more than 40 days after Lessor's receipt of Lessee's notice of intent, the parties shall attempt to agree upon an appraiser. If the parties agree upon an appraiser, the appraiser so selected shall appraise the Fair Market Rentals within 30 days after selection. If the parties fail to so agree upon the selection of one such appraiser within 40 days after Lessor's receipt of Lessee's notice of intent, Lessee and Lessor shall each designate, within 10 days from the end of such 40-day period, one appraiser to determine such Fair Market Rental value. In the event either party fails to so select its own appraiser, the other party's appraiser shall determine Fair Market Rentals. The two appraisers so selected shall, within 30 days after appointment, each set forth in writing their opinion as to the Fair Market Rentals as of the date of said appraisal. If the two appraisals are within 10% of each other, then they shall be averaged and such average shall be the Fair Market Rentals. If the two appraisals are not within 10% of each other, then within five days after the end of the 30-day period referred to above, each party will cause the appraiser selected by it to supply the name of a third appraiser. An employee of Lessee, with a representative of Lessor present, shall randomly draw one name of the two provided. Such selected appraiser shall be the -3- {PAGE} 5 "THIRD APPRAISER". If only one of the appraisers selected by Lessor or Lessee selects a potential third appraiser named by the one appraiser shall be the "Third Appraiser". Within 30 days after appointment, the Third Appraiser shall determine Fair Market Rentals. If the Third Appraiser's appraisal is equal to one of the appraisals of the first two appraisers selected by Lessor and Lessee or is greater than the lower of the two appraisals but less than the higher of the two appraisals, then the Third Appraiser's appraisal shall be deemed to be the Fair Market Rentals. If the Third Appraiser's appraisal is not equal to one of the appraisals or is not greater than the lower of the two appraisals but less than the higher of the two appraisals, then the appraisal furthest from that of the Third Appraiser shall be disregarded and the average of the remaining two appraisals shall be deemed to be the Fair Market Rentals. All appraisers shall be members in good standing of the American Institute of Real Estate Appraisers or any organization succeeding thereto and have had not less than 10 years' experience with commercial real estate of the type of the Premises in the general market area where the Premises are located. Lessor and Lessee shall each pay one-half (1/2) of the cost of all appraisals. ARTICLE II SECTION 2.01 MAINTENANCE AND REPAIR. (a) Lessee acknowledges that it has received the Premises in good order and repair. Lessee, at its own expense, will maintain all parts of the Premises in good repair and condition and will take all action and will make all structural and nonstructural, foreseen and unforeseen and ordinary and extraordinary changes and repairs which may be required to keep all parts of the Premises in good repair and condition (including, but not limited to, all painting, glass, utilities, conduits, fixtures and equipment, foundation, roof, exterior walls, heating and air conditioning systems, wiring, plumbing, sprinkler systems and other utilities, and all paving, sidewalks, roads, parking areas, curbs and gutters and fences), subject to ordinary wear and tear and casualty and/or condemnation not required to be repaired or restored by Lessee pursuant to this Lease. Lessor shall not be required to maintain, repair or rebuild all or any part of the Premises. Lessee waives the right to require Lessor to maintain, repair or rebuild all or any part of the Premises or make repairs at the expense of Lessor pursuant to any Legal Requirement, Agreement, contract, covenant, condition or restrictions at any time. (b) If all or any part of the Improvements shall encroach upon any property, street or right-of-way adjoining or adjacent to the Premises, or shall violate the agreements or conditions affecting the Premises or any part thereof, or shall hinder, obstruct or impair any easement or right-of-way to which the Premises are subject, then, promptly after written request of Lessor (unless such encroachment, violation, hindrance, obstruction or impairment is a Permitted Exception) or of any person so affected, Lessee shall, at its expense, either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting therefrom or (ii) if Lessor consents thereto (such consent not to be unreasonably withheld, conditioned or delayed), and provided that all consents and approvals required of or by the Mortgagee (as hereinafter defined) under the Mortgage (as hereinafter defined) or otherwise have first been obtained, make such -4- {PAGE} 6 changes, including alteration or removal, to the Improvements, and take such other action, as shall be necessary to remove or eliminate such encroachments, violations, hindrances, obstructions or impairments. SECTION 2.02 ALTERATIONS, REPLACEMENTS AND ADDITIONS. Lessee may, at its expense, make additions to and alterations of the Improvements, and construct additional Improvements, provided that (i) the fair market value, the square footage or the useful life of the Premises shall not be lessened thereby, (ii) such work shall be expeditiously completed in a good and workmanlike manner and in compliance with all applicable Legal Requirements and the requirements of all insurance policies required to be maintained by Lessee hereunder, (iii) no structural alterations shall be made to the Improvements or demolitions conducted in connection therewith unless Lessee shall have obtained Lessor's consent and furnished Lessor with such surety bonds or other security acceptable to Lessor as shall be necessary in Lessor's reasonable opinion to assure rebuilding of such Improvements and (iv) no additions, replacements or alterations, other than cosmetic, interior or nonstructural alterations, which cost in excess of $200,000 (on a per project basis) shall be made unless Lessor's prior written consent shall have been obtained. Nonstructural alterations which in the good faith determination of Lessee will have a cost of less than or equal to $200,000 (on a per project basis) shall not require Lessor's prior written consent, review or approval. All additions and alterations of the Premises, without consideration by Lessor, shall be the property of Lessee during the Lease Term (and Lessee shall be entitled to any tax deduction for depreciation thereof during the Lease Term) and shall be subject to this Lease. The foregoing threshold shall be increased annually by 3%. ARTICLE III SECTION 3.01 SEVERABLE PROPERTY. Lessee may, at its expense, install, assemble or place on the Premises and remove and substitute any items of machinery, equipment, furniture, furnishings or other personal property used or useful in Lessee's business and trade fixtures described in Part IV of Schedule A (collectively, the "SEVERABLE PROPERTY"), and title to same shall remain in Lessee. SECTION 3.02 REMOVAL. Lessee may remove the Severable Property at any time during the Lease Term. Any of Lessee's Severable Property not removed by Lessee prior to the expiration of the Lease or 30 days after an earlier termination shall be considered abandoned by Lessee and may be appropriated, sold, destroyed or otherwise disposed of by Lessor without obligation to account therefor. Lessee will repair at its expense all damage to the Premises necessarily caused by the removal of Lessee's Severable Property, whether effected by Lessee or by Lessor. ARTICLE IV SECTION 4.01 LESSEE'S ASSIGNMENT AND SUBLETTING. Unless an Event of Default shall have occurred hereunder, and provided that all consents and approvals required of Lessee by the Mortgagee have first been obtained, Lessee may, for its own account, assign this Lease or sublet or license the use of all or any part of the Premises for the Interim Term, the Primary Term or any Extended Term (with respect to which such extension has previously been exercised) of this Lease. Each such assignment or sublease shall expressly be made subject to the provisions -5- {PAGE} 7 hereof. No such assignment or sublease shall modify or limit any right or power of Lessor hereunder or affect or reduce any obligation of Lessee hereunder, and all such obligations shall be those of Lessee and shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no subletting or assignment had been made, such liability of the Lessee named herein to continue notwithstanding any subsequent modifications or amendments of this Lease; provided, however, that (other than with respect to any modifications required by law or on account of bankruptcy or insolvency) if any modification or amendment is made without the consent of Lessee named herein (which consent shall not be unreasonably withheld, conditioned or delayed), such modification or amendment shall be ineffective as against Lessee named herein to the extent, and only to the extent, that the same shall materially increase the obligations of Lessee, it being expressly agreed that Lessee named herein shall remain liable to the full extent of this Lease as if such modification had not been made. Neither this Lease nor the Lease Term hereby demised shall be mortgaged by Lessee, nor shall Lessee mortgage or pledge its interest in any sublease of the Premises or the rentals payable thereunder. Any sublease made otherwise than as expressly permitted by this Section 4.01 and any assignment of Lessee's interest hereunder made otherwise than as expressly permitted by this Section 4.01 shall be void. Lessee shall, within 20 days after the execution of any assignment or sublease, deliver a conformed copy thereof to Lessor. SECTION 4.02 TRANSFER OR PLEDGE BY LESSOR. Lessor shall be free to transfer its fee interest in the Premises or any part thereof or interest therein, subject, however, to the terms of this Lease. Any such transfer shall relieve the transferor of all liability and obligation hereunder (to the extent of the interest transferred) accruing after the date of the transfer and any assignee shall be bound by the terms and provisions of this Lease. Lessor shall be free to pledge or mortgage its interest in the Premises and this Lease on the condition that either (i) this Lease shall be superior to such pledge or mortgage or (ii) if this Lease is to be subordinate to the mortgage of any lender of Lessor, Lessee receives a Subordination, Nondisturbance, Attornment and Lessee-Lessor Estoppel Ageement substantially in the form shown on Schedule E or another nondisturbance agreement reasonably acceptable to Lessee from the holder of such pledge or mortgage. Any assignee other than a mortgagee shall expressly assume, by written instrument, the rights and obligations of Lessor under this Lease. Lessor shall, within 30 days after the execution of any such instrument of mortgage, assignment, conveyance or transfer, deliver a conformed copy of such instrument to Lessee. ARTICLE V SECTION 5.01 NET LEASE. (a) It is expressly understood and agreed by and between the parties that this Lease is a triple net lease, and the Basic Rent and all other sums payable hereunder to or on behalf of Lessor shall be paid without notice or demand and without setoff, counterclaim, abatement, suspension, deduction or defense. (b) Except as otherwise expressly provided in the Lease, this Lease shall not terminate, nor shall Lessee have any right to terminate this Lease or be entitled to the abatement of any rent or any reduction thereof, nor shall the obligations hereunder of Lessee be otherwise affected, by reason of any damage to or destruction of all or any part -6- {PAGE} 8 of the demised premises from whatever cause, the taking of the demised premises or any portion thereof by condemnation or otherwise, the prohibition, limitation or restriction of Lessee's use of the demised premises, or interference with such use by any private person or corporation, or by reason of any eviction by paramount title or otherwise, or Lessee's acquisition of ownership of the demised premises otherwise than pursuant to an express provision of this Lease, or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the rent and all other charges payable hereunder to or on behalf of Lessor shall continue to be payable in all events and the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall be terminated pursuant to an express provision of this Lease. Nothing contained in this Section 5.01 shall be deemed a waiver by Lessee of any rights that it may have to bring a separate action with respect to any default by Lessor hereunder or under any other agreement. (c) Lessee covenants and agrees that it will remain obligated under this Lease in accordance with its terms, and that Lessee will not take any action to terminate, rescind or avoid this Lease, notwithstanding the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Lessor or any assignee of Lessor in any such proceeding and notwithstanding any action with respect to this Lease which may be taken by any trustee or receiver of Lessor or of any assignee of Lessor in any such proceeding or by any court in any such proceeding. (d) Except as otherwise expressly provided in the Lease, Lessee waives all rights now or hereafter conferred by law (i) to quit, terminate or surrender this Lease or the demised premises or any part thereof or (ii) to any abatement, suspension, deferment or reduction of the rent, or any other sums payable hereunder to or on behalf of Lessor, regardless of whether such rights shall arise from any present or future constitution, statute or rule of law. SECTION 5.02 TAXES AND ASSESSMENTS; COMPLIANCE WITH LAW. (a) Lessee shall pay, prior to delinquency: (i) all taxes, assessments, levies, fees, water and sewer rents and charges and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, which are, at any time prior to or during the Interim Term, the Primary Term or any Extended Term hereof imposed or levied upon or assessed against or which arise with respect to (A) the Premises, (B) any Basic Rent, additional rent or other sums payable hereunder, (C) this Lease or the leasehold estate hereby created or (D) the operation, possession or use of the Premises; (ii) all gross receipts or similar taxes (i.e., taxes based upon gross income which fail to take into account deductions with respect to depreciation, interest, taxes or ordinary and necessary business expenses, in each case relating to the Premises) imposed or levied upon, assessed against or measured by any Basic Rent, additional rent or other sums payable hereunder; (iii) all sales, value added, ad valorem, use and similar taxes at any time levied, assessed or payable on account of the acquisition, ownership, leasing, operation, possession or use of the Premises; and (iv) all charges of utilities, -7- {PAGE} 9 communications and similar services serving the Premises. Lessee shall not be required to pay any franchise, estate, inheritance, transfer, income, capital gains or similar tax of Lessor unless such tax is imposed, levied or assessed in substitution for any other tax, assessment, charge or levy which Lessee is required to pay pursuant to this Section 5.02(a); provided, however, that if, at any time during the Lease Term, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on Lessor a capital levy or other tax directly on the rents received therefrom, or upon the value of the Premises or any present or future improvement or improvements on the Premises, then all such levies and taxes or the part thereof so measured or based shall be payable by Lessee, and Lessee shall pay and discharge the same as herein provided. Lessee will furnish to Lessor, promptly after demand therefor, proof of payment of all items referred to above which are payable by Lessee. If any such assessment may legally be paid in installments, Lessee may pay such assessment in installments; in such event, Lessee shall be liable only for installments which become due and payable with respect to any tax period occurring in whole or in part during the Lease Term hereof; provided, however, that all amounts referred to in this Section 5.02(a) for the fiscal or tax year in which the Lease Term shall expire shall be apportioned so that Lessee shall pay those portions thereof which correspond with the portion of such year as are within the Lease Term hereby demised. (b) Lessee shall comply with and cause the Premises to comply with and shall assume all obligations and liabilities with respect to (i) all laws, ordinances and regulations and other governmental rules, orders and determinations presently in effect or hereafter enacted, made or issued, whether or not presently contemplated (collectively, "LEGAL REQUIREMENTS"), applicable to the Premises or the ownership, operation, use or possession thereof and (ii) all Agreements, contracts, insurance policies (including, without limitation, to the extent necessary to prevent cancellation thereof and to insure full payment of any claims made under such policies), agreements, covenants, conditions and restrictions now or hereafter applicable to the Premises or the ownership, operation, use or possession thereof, including, but not limited to, all such Legal Requirements, contracts, agreements, covenants, conditions and restrictions which require structural, unforeseen or extraordinary changes; provided, however, that, with respect to any of the obligations of Lessee in clause (ii) above which are not now in existence, Lessee shall not be required to so comply unless Lessee is either a party thereto or has given its written consent thereto, or unless the same is occasioned by Legal Requirements or Lessee's default (including any failure or omission by Lessee) under this Lease. Nothing in clause (ii) of the immediately preceding sentence or the following sentence shall modify the obligations of Lessee under Section 5.04 of this Lease. Lessor agrees that Lessee may negotiate amendments to the operating agreements and similar agreements which are binding upon the owner of the Premises and that it will execute such amendments and agreements if they will not adversely affect the value of the Premises and Lessor will use its best efforts (at the expense of Lessee) to obtain the consent of any mortgage lender to such amendments. (c) Lessee shall, in addition to and concurrently with the payment of Basic Rent as required in Subsection 1.05(a) hereof, pay one-twelfth of the amount (as estimated by Lessor) of the annual taxes and assessments described in Subsection 5.02(a) -8- {PAGE} 10 hereof and the annual premiums for insurance required in Section 6.03 hereof next becoming due and payable with respect to the Premises. Lessor shall hold such funds in an interest bearing account and shall disburse such interest to Lessee annually at the commencement of each lease year. Lessor shall forward to Lessee the funds necessary (or, if not enough funds have been placed in escrow with Lessor, the available funds) to make the respective tax and insurance payments following at least ten (10) days notice by Lessee to Lessor of the amount required and the applicable due date thereof. Lessee shall also pay to Lessor on demand therefor the amount by which the actual taxes and assessments and insurance premiums exceed the payment by Lessee required in this subsection. SECTION 5.03 LIENS. Lessee will, promptly but, in any case, within thirty (30) days after the filing thereof, remove and discharge any charge, lien, security interest or encumbrance upon the Premises or upon any Basic Rent, additional rent or other sums payable hereunder which arises for any reason, including, without limitation, all liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of the Premises or by reason of labor or materials furnished or claimed to have been furnished to Lessee or for the Premises, but not including (i) the liens and encumbrances set forth in Part III of Schedule A, (ii) this Lease and any assignment hereof or any sublease permitted hereunder and (iii) any mortgage, charge, lien, security interest or encumbrance created or caused by Lessor or its agents, employees or representatives without the consent of Lessee. Lessee may provide a bond or other security acceptable to Lessor and the Mortgagee to remove or pay all costs associated with the removal of any such lien, provided the conditions of Section 5.05 shall be satisfied. Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance (on behalf of or for the benefit of Lessor) by any contractor, laborer, materialman or vendor, of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Premises or any part thereof. Notice is hereby given that Lessor will not be liable for any labor, services or materials furnished or to be furnished to Lessee, or to anyone holding an interest in the Premises or any part thereof through or under Lessee, and that no mechanic's or other liens for any such labor, services or materials shall attach to or affect the interest of Lessor in and to the Premises. SECTION 5.04 INDEMNIFICATION. Except for the negligence or willful misconduct of any Indemnified Party (as defined herein), Lessee shall defend all actions against Lessor, the holder of any mortgage on the Premises and any partner, officer, director, member, employee or shareholder of the foregoing (collectively, "INDEMNIFIED PARTIES"), with respect to, and shall pay, protect, indemnify and save harmless the Indemnified Parties from and against, any and all liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys' fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from (i) injury to or death of any person, or damage to or loss of property, on the Premises or any adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy of any thereof, (ii) violation by Lessee of this Lease, (iii) use, act or omission of Lessee or its agents, contractors, licensees, sublessees or invitees and (iv) contest referred to in Section 5.05 of this Lease. SECTION 5.05 PERMITTED CONTESTS. Lessee, at its expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, any Legal Requirement with -9- {PAGE} 11 which Lessee is required to comply pursuant to Section 5.02(b), or the amount or validity or application, in whole or in part, of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Sections 2.01, 2.02, 5.02(a), 5.03 and 6.02, provided that (i) the commencement of such proceedings shall suspend the enforcement or collection thereof against or from Lessor and against or from the Premises, (ii) neither the Premises nor any rent therefrom nor any part thereof or interest therein would be in any danger of being sold, forfeited, attached or lost, (iii) Lessee shall have furnished such security, if any, as may be required in the proceedings and as may be reasonably required by both Lessor and the Mortgagee, and (iv) if such contest be finally resolved against Lessee, Lessee shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon. Lessor, at Lessee's expense, shall execute and deliver to Lessee such authorizations and other documents as reasonably may be required in any such contest. Lessee shall indemnify and save Lessor harmless against any cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom. Lessee shall not be in default hereunder in respect to the compliance with any Legal Requirement with which Lessee is obligated to comply pursuant to Section 5.02(b) or in respect to the payment of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Section 2.01, 2.02, 5.02(a), 5.03 and 6.02 which Lessee is in good faith contesting in a manner and in the time periods reasonably required by Lessor and the Mortgagee. SECTION 5.06 ENVIRONMENTAL COMPLIANCE. (a) For purposes of this Lease: (i) the term "ENVIRONMENTAL LAWS" shall mean and include the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act and all applicable state and local environmental laws, ordinances, rules, requirements, regulations and publications, as any of the foregoing may have been or may be from time to time amended, supplemented or supplanted and any and all other federal, state or local laws, ordinances, rules, requirements, regulations and publications, now or hereafter existing, relating to the preservation or regulation of the public health, welfare or environment or the regulation or control of toxic or hazardous substances or materials; and (ii) the term "REGULATED SUBSTANCE" shall mean and include any, each and all substances or materials now or hereafter regulated pursuant to any Environmental Laws, including, but not limited to, any such substance or material now or hereafter defined as or deemed to be a "regulated substance," "pesticide," "hazardous substance" or "hazardous waste" or included in any similar or like classification or categorization thereunder. -10- {PAGE} 12 (b) Lessee shall: (i) not cause or permit any Regulated Substance to be placed, held, located, released, transported or disposed of on, under, at or from the Premises in violation of Environmental Laws; (ii) contain at or remove from the Premises, or perform any other necessary remedial action regarding, any Regulated Substance in any way affecting the Premises if, as and when such containment, removal or other remedial action is required under any Legal Requirement and, whether or not so required, shall perform any containment, removal or remediation of any kind involving any Regulated Substance in any way adversely affecting the Premises in compliance with all Legal Requirements and, upon reasonable request of Lessor after consultation with Lessee (which request may be given only if Lessor or Mortgagee (as herein defined) reasonably believes that an environmental concern exists which may have a material and an adverse effect on the Premises), shall arrange for periodic phase I environmental audits (as such term is defined now or hereafter by the environmental remediation industry), or such other or further testing or actions as may be required by Legal Requirements or as may be mutually agreed to by Lessor and Lessee, to be conducted at the Premises by qualified companies retained by Lessee specializing in environmental matters and reasonably satisfactory to Lessor in order to ascertain compliance with all Legal Requirements and the requirements of this Lease, all of the foregoing to be at Lessee's sole cost and expense. Further, Lessee shall, upon the reasonable request of Lessor, provide Lessor with a bond or letter of credit, in form and substance satisfactory to Lessor, in an amount sufficient to cover the aggregate of the foregoing costs; (iii) provide Lessor with written notice (and a copy as may be applicable) of any of the following within 10 days of receipt thereof: (A) Lessee's obtaining knowledge or notice of any kind of the material presence, or any actual or threatened release, of any Regulated Substance in any way materially, adversely affecting the Premises; (B) Lessee's receipt or submission, or Lessee's obtaining knowledge or notice of any kind, of any report, citation, notice or other communication from or to any federal, state or local governmental or quasi-governmental authority regarding any Regulated Substance in any way materially, adversely affecting the Premises; or (C) Lessee's obtaining knowledge or notice of any kind of the incurrence of any cost or expense by any federal, state or local governmental or quasi-governmental authority or any private party in connection with the assessment, monitoring, containment, removal or remediation of any kind of any Regulated Substance in any way materially, adversely affecting the Premises, or of the filing or recording of any lien on the Premises or any portion thereof in connection with any such action or Regulated Substance in way materially, adversely affecting the Premises; and (iv) in addition to the requirements of Section 5.04 hereof, defend all actions against the Indemnified Parties and pay, protect, indemnify and save -11- {PAGE} 13 harmless the Indemnified Parties from and against any and all liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys' fees and expenses), causes of action, suits, claims, demands or judgments of any nature relating to any Environmental Laws, Regulated Substances or other environmental matters concerning the Premises (including those brought or made by one Indemnified Party against another). The indemnity contained in this Section 5.06 shall survive the expiration or earlier termination of this Lease, but only to the extent that such Environmental Claims arose during or prior to the Lease Term. ARTICLE VI SECTION 6.01 PROCEDURE UPON PURCHASE. (a) If Lessee shall purchase the Premises pursuant to Section 6.02 of this Lease, Lessor shall convey or cause to be conveyed title thereto by special warranty deed, free of any mortgage imposed by Lessor and subject only to this Lease, the lien of any taxes, exceptions subject to which the Premises were conveyed to Lessor, exceptions created or consented to or existing by reason of any action or inaction by Lessee and all Legal Requirements. (b) Upon the date fixed for any purchase of the Premises pursuant to Section 6.02 of this Lease, Lessee shall pay to Lessor the purchase price therefor specified herein in immediately available funds, together with all Basic Rent, additional rent and other sums then due and payable hereunder to and including such date of purchase, and there shall be delivered to Lessee a deed or other conveyance of the interests in the Premises then being sold to Lessee and any other instruments reasonably necessary to evidence the conveyance of title thereto described in Section 6.01(a) and to assign any other property then required to be assigned by Lessor pursuant hereto. (c) There shall be no adjustments at the closing of a purchase pursuant to this Section 6.01. Lessee shall pay all charges incident to such conveyance and assignment, including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums and all applicable transfer taxes (not including any income, capital gain or franchise taxes of Lessor) which may be imposed by reason of such conveyance and assignment and the delivery of said deed or conveyance and other instruments. Upon the completion of any purchase of the entire Premises (but not of any lesser interest than the entire Premises) but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor), this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such completion of purchase. SECTION 6.02 CONDEMNATION AND CASUALTY. (a) GENERAL PROVISIONS. Except as provided in Section 6.02(b), Lessee hereby irrevocably assigns to Lessor any award, compensation or insurance payment to which Lessee may become entitled by reason of Lessee's interest in the Premises (i) if the use, -12- {PAGE} 14 occupancy or title of the Premises or any part thereof is taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any person having the power of eminent domain ("CONDEMNATION") or (ii) if the ------------ Premises or any part thereof is damaged or destroyed by fire, flood or other casualty ("CASUALTY"). All -------- awards, compensations and insurance payments on account of any Condemnation or Casualty are herein collectively called "Compensation." Lessor may appear in any such proceeding or action to negotiate, prosecute and adjust any claim for any Compensation, and Lessor shall collect any such Compensation. Lessor may not unilaterally negotiate, prosecute and adjust any claim for any Compensation. Lessor must consult with and obtain Lessee's consent thereto. If the parties are unable to so agree, then they shall appoint a professional adjuster who shall negotiate, prosecute and adjust a claim for Compensation. Lessee shall pay all of Lessor's reasonable costs and expenses in connection with each such proceeding, action, negotiation, prosecution and adjustment. Lessee shall be entitled to participate in any such proceeding, action, negotiation, prosecution, appeal or adjustment as contemplated herein. Notwithstanding anything to the contrary contained in this Article VI, if permissible under applicable law, any separate Compensation made to Lessee for its moving and relocation expenses, anticipated loss of business profits, loss of goodwill or fixtures and equipment paid for by Lessee and which are not part of the Premises (including, without limitation, the Severable Property) shall be paid directly to and shall be retained by Lessee (and shall not be deemed to be "Compensation"). All Compensation shall be applied pursuant to this Section 6.02, and all such Compensation (less the expense of collecting such Compensation) is herein called the "NET PROCEEDS." ------------ (b) SUBSTANTIAL CONDEMNATION. If a Condemnation shall, in Lessee's good faith judgment, affect all or a substantial portion of the Premises and shall render the Premises unsuitable for restoration for continued use and occupancy in Lessee's business, then Lessee may, not later than 60 days after a determination has been made as to when possession of the Premises must be delivered with respect to such Condemnation, deliver to Lessor (i) notice of its intention ("NOTICE OF INTENTION") to terminate this ------------------- Lease on the next rental payment date which occurs not less than 90 days after the delivery of such notice (the "CONDEMNATION TERMINATION DATE"), (ii) a certificate of an authorized officer of Lessee ----------------------------- describing the event giving rise to such termination and stating that Lessee has determined that such Condemnation has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee's business and (iii) if the Condemnation Termination Date occurs during the Primary Term, an irrevocable offer by Lessee to Lessor to purchase on the Condemnation Termination Date any remaining portion of the Premises and the Net Proceeds, if any, payable in connection with such Condemnation (or the right to receive the same when made, if payment thereof has not yet been made), at a price equal to 10 times the then annual Basic Rent. If either (1) Lessor shall reject such offer by notice given to Lessee not later than 15 days prior to the Condemnation Termination Date or (2) the Condemnation Termination Date occurs during any Extended Term, this Lease shall terminate on the Condemnation Termination Date, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Condemnation Termination Date, upon payment by Lessee of all Basic Rent, additional rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to -13- {PAGE} 15 Lessor. Unless Lessor shall have rejected such offer in accordance with this Section, Lessor shall be conclusively considered to have accepted such offer, and, on the Condemnation Termination Date, there shall be conveyed to Lessee or its designee the remaining portion of the Premises, if any, and there shall be assigned to Lessee or its designee all its interest in the Net Proceeds, pursuant to and upon compliance with Section 6.01. In the event Lessee does not deliver the Notice of Intention to Lessor, Lessor shall permit so much of the Net Proceeds as may be necessary to be utilized by Lessee to repair or restore the Premises. (c) SUBSTANTIAL CASUALTY DURING LAST TWO YEARS OF PRIMARY TERM OR ANY EXTENDED TERM. If a fully insured Casualty shall, in Lessee's good-faith judgment, affect all or a substantial portion of the Premises during the last two years of the Primary Term or during an Extended Term, if any, and shall render the Premises unsuitable for restoration for continued use and occupancy in Lessee's business, then Lessee may, not later than 150 days after such Casualty, deliver to Lessor (i) notice of its intention to terminate this Lease on the next rental payment date which occurs not less than 60 days after the delivery of such notice (the "CASUALTY TERMINATION DATE") and (ii) a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determined that such Casualty has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee's business. Upon payment by Lessee of all Basic Rent, additional rent and other sums then due and payable hereunder to and including the Casualty Termination Date, this Lease shall terminate on the Casualty Termination Date except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Casualty Termination Date, and the Net Proceeds shall belong to Lessor. (d) LESS THAN SUBSTANTIAL CONDEMNATION OR ANY CASUALTY DURING THE INTERIM TERM OR THE PRIMARY TERM. If, after a Condemnation or Casualty, Lessee does not give or does not have the right to give notice of its intention to terminate this Lease as provided in Subsection 6.02(b) or (c), then this Lease shall continue in full force and effect and Lessee shall, at its expense, rebuild, replace or repair the Premises in conformity with the requirements of Subsections 2.01, 2.02 and 5.03 so as to restore the Premises (in the case of Condemnation, as nearly as practicable) to as nearly as practicable to the condition, and character thereof immediately prior to such Casualty or Condemnation. To the extent the Net Proceeds with respect to any Casualty are less than $250,000, such amount shall be paid to Lessee to be used to rebuild, replace or repair the Premises in a lien free and good and workmanlike manner. To the extent the Net Proceeds from any Casualty are $250,000 or greater, prior to any such rebuilding, replacement or repair, Lessee shall determine the maximum cost thereof (the "RESTORATION COST"), which amount shall be acceptable to Lessor. The foregoing $250,000 thresholds shall be increased annually by 3%. The Restoration Cost shall be paid first out of Lessee's own funds to the extent that the Restoration Cost exceeds the Net Proceeds payable in connection with such occurrence, after which expenditure Lessee shall be entitled to receive the Net Proceeds, but only against (i) certificates of Lessee delivered to Lessor from time to time as such work of rebuilding, replacement and repair progresses, each such certificate describing the work for which Lessee is requesting payment and the cost incurred by Lessee in connection therewith and stating that Lessee has not -14- {PAGE} 16 theretofore received payment for such work and (ii) such additional documentation as Lessor may reasonably require, including, but not limited to, copies of all contracts and subcontracts relating to restoration, architects' certifications, title policy updates and lien waivers or releases. Any Net Proceeds remaining after final payment has been made for such work and after Lessee has been reimbursed for any portions it contributed to the Restoration Cost shall be paid to Lessee. In the event of any temporary Condemnation, this Lease shall remain in full effect and Lessee shall be entitled to receive the Net Proceeds allocable to such temporary Condemnation, except that any portion of the Net Proceeds allocable to the period after the expiration or termination of the Lease Term shall be paid to Lessor. If the cost of any rebuilding, replacement or repair required to be made by Lessee pursuant to this Subsection 6.02(d) shall exceed the amount of such Net Proceeds, the deficiency shall be paid by Lessee. SECTION 6.03 INSURANCE. (a) Lessee will maintain insurance on the Premises of the following character: (i) Insurance against all risks of direct physical loss, including loss by fire, lightning and other risks which at the time are included under "extended coverage" endorsements, and including "law and ordinance" coverage, in amounts sufficient to prevent Lessor and Lessee from becoming a coinsurer of any loss but in any event in amounts not less than the greater of either 100% of the actual replacement value of the Improvements, exclusive of foundations and excavations or the Purchase Price; (ii) General public liability insurance and/or umbrella liability insurance against claims for bodily injury, death or property damage occurring on, in or about the Premises in the minimum amounts of $5,000,000 for bodily injury or death to any one person, $10,000,000 for any one accident and $5,000,000 for property damage to others or in such greater amounts as are then customary for property similar in use to the Premises; (iii) Business interruption insurance in an amount sufficient to cover loss of rents from the Premises pursuant to this Lease for a period of at least one year; (iv) Worker's compensation insurance (including employers' liability insurance, if requested by Lessor) to the extent required by the law of the state in which the Premises are located and to the extent necessary to protect Lessor and the Premises against Lessee's workers' compensation claims (to the extent permitted by applicable law, Lessee may self-insure with respect to worker's compensation insurance); (v) Boiler and machinery insurance in respect of any boilers and similar apparatus located on the Premises in the minimum amount of $500,000 or in such greater amounts as to adequately insure the Premises; -15- {PAGE} 17 (vi) During any period of construction on the Premises, builder's risk insurance on a completed value, nonreporting basis for the total cost of such alterations or improvements, and workers' compensation insurance as required by applicable law. This coverage may be provided by Lessee's all risk property insurance pursuant to Section 6.03(i) herein; and (vii) Such other insurance in such amounts and against such risks, as is commonly obtained in the case of property similar in use to the Premises and located in the states in which the Premises are located by prudent owners of such property, including, but not limited to, flood insurance (if the Premises is in a flood plain) or as the Mortgagee, acting in a commercially reasonable manner, may otherwise require be carried upon or relating to the Premises. Such insurance shall be written by companies authorized to do business in the state where the Premises are located and carrying a claims paying ability rating of at least AA by Standard & Poor's Ratings Group and Aa by Moody's Investors Service, Inc., and with the exception of workers' compensation insurance, shall name Lessor as an additional insured as its interest may appear. If the Premises or any part thereof shall be damaged or destroyed by Casualty, and if the estimated cost of rebuilding, replacing or repairing the same shall exceed $50,000, Lessee promptly shall notify Lessor thereof. (b) Every such policy (other than any workers' compensation policy) shall bear a mortgagee endorsement in favor of the mortgagee or beneficiary (whether one or more, the "MORTGAGEE") under each mortgage, deed --------- of trust or similar security instrument creating a lien on the interest of Lessor in the Premises (whether one or more, the "MORTGAGE"), and any loss under any such policy shall be payable to the -------- Mortgagee which has a first lien on such interest (if there is more than one first Mortgagee, then to the trustee for such Mortgagees) to be held and applied by Mortgagee toward restoration pursuant to Section 6.02. Every policy referred to in Subsection 6.03(a) shall provide that it will not be cancelled or amended except after 30 days' written notice to Lessor and the Mortgagee and that it shall not be invalidated by any act or negligence of Lessor, Lessee or any person or entity having an interest in the Premises, nor by occupancy or use of the Premises for purposes more hazardous than permitted by such policy, nor by any foreclosure or other proceedings relating to the Premises, nor by change in title to or ownership of the Premises. (c) Lessee shall deliver to Lessor and Mortgagee (i) upon request copies of the applicable insurance policies and (ii) original or duplicate certificates of insurance, satisfactory to Lessor and Mortgagee evid 347194	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Lease Agreement: CERES GROUP, INC – DESCRIPTION}EXHIBIT 10.37 {TEXT} {PAGE} 1 Exhibit 10.37 LEASE AGREEMENT Between ROYALTON INVESTORS, LLC AND BIG T INVESTMENTS, L.L.C., AS TENANTS IN COMMON as Lessor and CERES GROUP, INC . as Lessee {PAGE} 2 THIS LEASE AGREEMENT, dated as of July 31, 2001 (this "LEASE"), is made between ROYALTON INVESTORS, LLC and BIG T INVESTMENTS, L.L.C., as _____________ CERES GROUP, INC – THIS LEASE AGREEMENT, dated as of July 31, 2001 (this "LEASE"), is made between ROYALTON INVESTORS, LLC and BIG T INVESTMENTS, L.L.C., as tenants in common ("LESSOR"), and CERES GROUP, INC ., a Delaware corporation (herein, together with any corporation succeeding thereto by consolidation, merger or acquisition of its assets substantially as an entirety, called "LESSEE"). ARTICLE I SECTION 1.01 _____________ Ceres Group, Inc – 414) 272-5410 -21- {PAGE} 23 With a copy to: Foley & Lardner 777 E. Wisconsin Ave. Milwaukee, WI 53202 Attn: Charles A. Benner Fax: (414) 297-4900 If to Lessee: Ceres Group, Inc . 17800 Royalton Road Strongsville, OH 44136 Attention: Treasurer Fax: (440) 572-8850 With a copy to: Ceres Group, Inc. 17800 Royalton Road Strongsville, OH 44136 Attention: General Counsel Fax: ( _____________ Ceres Group, Inc – Attn: Charles A. Benner Fax: (414) 297-4900 If to Lessee: Ceres Group, Inc. 17800 Royalton Road Strongsville, OH 44136 Attention: Treasurer Fax: (440) 572-8850 With a copy to: Ceres Group, Inc . 17800 Royalton Road Strongsville, OH 44136 Attention: General Counsel Fax: (440) 572-8850 With a copy to: Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland, OH 44114 _____________ CERES GROUP, INC – C. /s/ Bridget L. Livingstone ------------------------------- By: /s/ Patrick Terrell Print ----------------------------- Name: Bridget L. Livingstone Print --------------------------- Name: Patrick Terrell ------------------------ Title: Manager ----------------------- /s/ Thomas K. Hooper ------------------------------- Print Name: Thomas K. Hooper --------------------------- LESSEE: CERES GROUP, INC . /s/ Patrick J. Sweeney ------------------------------- By: /s/ Larry E. Wharton Print ----------------------------- Name: Patrick J. Sweeney Print --------------------------- Name: Larry E. Wharton ------------------------ Title: Snr. VP & Treasurer ----------------------- /s/ Kathleen L. Mesel ------------------------------- Print Name: _____________ dt 1505990 ; Citibank Citibank, NA As referenced in this Lease Agreement: Citibank, N.A. – Rate. The Late Rate shall be the lesser of (i) that per annum rate of interest which exceeds by two (2) percentage points the base rate most recently announced by Citibank, N.A. , New York, New York, as its Base Rate or (ii) the maximum rate permitted by applicable law. In addition to all other remedies Lessor has hereunder, if Lessee shall _____________ dt 737911 ;	Foley & Lardner Foley & Lardner LLP ( Legal ) As referenced in this Lease Agreement: Foley & Lardner – If to Lessor: Blake Capital Corp. 731 North Jackson Street Suite 400 Milwaukee, Wisconsin 53202 Attn: W. Scott Blake Fax: (414) 272-5410 -21- {PAGE} 23 With a copy to: Foley & Lardner 777 E. Wisconsin Ave. Milwaukee, WI 53202 Attn: Charles A. Benner Fax: (414) 297-4900 If to Lessee: Ceres Group, Inc. 17800 Royalton Road Strongsville, OH 44136 Attention: Treasurer _____________ dt 754379 ; Thompson Hine Thompson Hine ( Legal ) As referenced in this Lease Agreement: Thompson Hine – a copy to: Ceres Group, Inc. 17800 Royalton Road Strongsville, OH 44136 Attention: General Counsel Fax: (440) 572-8850 With a copy to: Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland, OH 44114 Attention: Patrick J. Sweeney, Esq. Fax: (216) 566-5800 Lessor and Lessee each _____________ dt 723669
Preview Full Doc	2001	Lease Extension Agreement Lease Extension Agreement (4K) Doc #347206: Click preview link for longer preview. LEASE EXTENSION AGREEMENT ------------------------- THIS LEASE EXTENSION AGREEMENT is made and entered into this ____ day of __________, 2000, by and between CERES GROUP, INC., a Delaware corporation and successor-in-interest to Central Reserve Life Corporation, hereinafter called "Landlord," and Central Reserve Life Insurance Company, an Ohio corporation, hereinafter called "Tenant." WHEREAS, Landlord and Tenant executed a certain Agreement of Lease dated November 1, 1990 (the "Lease"), Memorandum recorded in Volume 91-0668, Page 17, for all of the premises located at 17800 Royalton Road, Strongsville, Ohio 44136 (the "Demised Premises"); and WHEREAS, pursuant to the terms of the Lease, the term of the Lease expires at 12:00 midnight on October 31, 2005; and WHEREAS, Landlord and Tenant have agreed to extend the term of the Lease upon the terms and conditions set forth herein; NOW THEREFORE, Landlord and Tenant agree as follows: 347206	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Lease Extension Agreement: CERES GROUP, INC – EXHIBIT 10.1 {TEXT} {PAGE} 1 EXHIBIT 10.1 LEASE EXTENSION AGREEMENT ------------------------- THIS LEASE EXTENSION AGREEMENT is made and entered into this ____ day of __________, 2000, by and between CERES GROUP, INC ., a Delaware corporation and successor-in-interest to Central Reserve Life Corporation, hereinafter called "Landlord," and Central Reserve Life Insurance Company, an Ohio corporation, hereinafter called "Tenant." WHEREAS, Landlord _____________ CERES GROUP, INC – force and effect. IN WITNESS WHEREOF, Landlord and Tenant hereby execute this Lease Extension Agreement as of the date first above written. Witnesses as to Landlord: LANDLORD: /s/ Denise Blackwell CERES GROUP, INC ., ------------------------------- a Delaware corporation /s/ Rhonda Immoos ------------------------------- By: /s/ Linda S. Standish -------------------------------------- Its: Secretary ------------------------------------- TENANT: Witnesses as to Tenant: CENTRAL RESERVE LIFE INSURANCE COMPANY, an Ohio corporation /s/ Denise Blackwell ------------------------------- _____________ CERES GROUP, INC – Steven Puck -------------------------------------- /s/ Rhonda Immoos Its: President ------------------------------- ------------------------------------- {PAGE} 2 STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) BEFORE ME, a Notary Public in and for said County and State, personally appeared CERES GROUP, INC ., a Delaware corporation, by LINDA S. STANDISH, its SECRETARY, who acknowledged that he did sign the foregoing instrument for and on behalf of the Corporation, being thereunto duly authorized, _____________ dt 1505993
Preview Full Doc	2001	Loan Modification Agreement [No. 1] Loan Modification Agreement [No. 1] (36K) Doc #347207: Click preview link for longer preview. FIRST LOAN MODIFICATION AGREEMENT --------------------------------- THIS FIRST LOAN MODIFICATION AGREEMENT dated as of the 1st day of December, 2000, by and between CERES GROUP, INC, a Delaware corporation, (herein called "Borrower"), successor in interest to CENTAL RESERVE LIFE CORPORATION, an Ohio corporation (herein called "Original Borrower") and THE UNION LABOR LIFE INSURANCE COMPANY, a Maryland corporation (herein called "Lender"). W I T N E S S E T H, That: ------------------- WHEREAS, to evidence a loan (herein generally called the "Present Loan") in the original stated principal sum of $9,000,000.00 made to Original Borrower by Lender, Original Borrower has heretofore executed and delivered to Lender Original Borrower's Mortgage Note (herein called the "Present Note") dated as of December 18,1990, in the stated principal sum of $9,000,000.00, bearing interest as therein described and due in installments and in any event on January 1, 2001 (herein called the "Original Maturity Date"); and WHEREAS, to secure the Present Loan and Present Note, Original Borrower has executed and delivered to Lender, among other things, the following instruments, each dated as of the date of the Present Note, unless otherwise specified: (a) Mortgage (herein called the "Present Mortgage") from Original Borrower to Lender encumbering certain improved real property described in Exhibit A attached hereto and made a part hereof and the improvements thereon (herein, as so improved, called the "Premises"), which Present Mortgage was duly filed for record and recorded in the Office of the Recorder, Cuyahoga County, Ohio (herein called the "Recorder's Office") in Volume 90-7878 at Pages 53 et seq., as Document No. 009959; and (b) Assignment of Rents and Leases (herein called the "Present Assignment") made by Original Borrower, as assignor, to Lender, as assignee, collaterally assigning to Lender as security for the Present Loan, all of the leases of, and all of the rents, issues and profits of and from, the Premises, including all of lessor's rights and interests and rents reserved in and under a certain lease (herein called the "Existing Lease") dated as of November 1, 1990, from Original Borrower, as lessor, to Central Reserve Life Insurance Company, an Ohio Corporation (herein called "Tenant"), as lessee, which Present Assignment was duly filed for record and recorded in the Recorder's Office in Volume 90-7879 at Pages 1 et seq.,as Document No.009960; and WHEREAS, the Present Note, Present Mortgage, and Present Assignment, together with any other instruments delivered to evidence and secure the Present Loan are herein called the "Present Loan Documents"; and WHEREAS, Borrower has succeeded to all of the rights and obligations of Original Borrower, including all obligations under the Present Loan Documents and all rights and obligations of the Original Borrower as lessor under the Existing Lease; and WHEREAS, Lender is the owner and holder of the Present Note; and 1 {PAGE} 2 WHEREAS, Borrower has acquired land (the "Adjacent Parcels") adjacent to the property originally described in and encumbered by the Present Mortgage (the "Original Premises"); and WHEREAS, Borrower has requested Lender to extend the Original Maturity Date of the Present Note and otherwise modify and amend the Present Loan Documents as provided for herein, and Lender is willing so to do, subject to and conditioned upon the encumbrance by the Present Mortgage as hereby amended of the Adjacent Parcels in addition to the Original Premises, and compliance by Borrower with the terms, conditions and agreements set forth in this First Loan Modification Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and for other good and valuable considerations in hand paid by each party hereto to the other, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I --------- GENERAL PROVISIONS ------------------ 1.1 PREAMBLES. The foregoing preambles hereto are incorporated herein by reference as being the representations and agreements of the Borrower and Lender as fully and with the same force and effect as if each and every term, condition and provision of such preambles was specifically recited herein at length. 1.2 DEFINITIONS. For the purposes of this Agreement: Terms defined in the preambles hereto shall have the meanings so defined; The following terms shall have the following meanings: "LOAN" shall mean the Present Loan, as modified and amended hereby, and as evidenced and secured by the Loan Documents. "LOAN DOCUMENTS" shall mean the Present Loan Documents as hereby modified and amended and shall include (i) this First Loan Modification Agreement and the provisions hereof (ii) the Financing Statements hereinafter referred to, and (iii) the Environmental Indemnity Agreement hereinafter referred to. "NOTE", "MORTGAGE", and "ASSIGNMENT" shall mean, respectively, the "Present Note", "Present Mortgage", and "Present Assignment", in each case as hereby modified and amended. "PERSON" shall mean any natural person, corporation, partnership (general or limited), limited liability company, trust, federal, state or local governmental unit, subdivision agency or authority or other entity of any kind or nature whatsoever. "PREMISES" shall mean the real property and improvements thereon described in Exhibit A attached hereto and made a part hereof, which real property consists of the Original Premises and the Adjacent Parcels. and terms defined elsewhere in this Agreement shall have the meanings so defined. 2 {PAGE} 3 ARTICLE II ---------- TERMS AND AGREEMENTS -------------------- 2.1 EXTENSION OF ORIGINAL MATURITY DATE. If the Effective Date shall occur, then: (a) The Original Maturity Date shall be and be deemed extended for a period of two (2) years (herein called the "Extension Period") to January 1,2003 (herein called the "New Maturity Date"); (b) The monthly payments of principal and interest at the Regular Rate upon the Loan as set forth in the Present Note shall be payable on the date which was the Original Maturity Date, and thereafter on the first day of each month during the Extension Period; (c) In all events, the Loan, if not sooner paid, shall mature and be due and payable in full on the New Maturity Date; and (d) All of the other terms and provisions of the Present Loan Documents, as hereby amended shall remain in effect during the Extension Period. 2.2 PREPAYMENT PREMIUM. If the Effective Date shall occur, then during the first 21 months of the Extension Period, no prepayments upon the Loan may be made except payments in full at the option of Borrower upon 60 days prior written notice to Lender, upon payment of a premium of one percent (1%) of the amount of the outstanding balance; provided that: (a) The provisions of the sixth rhetorical paragraph of the Present Note (relating to prepayments) shall not be applicable during the Extension Period; and (b) There shall be no premium payable with respect to prepayments made during the last three months of the Extension Period. 2.3 ENCUMBRANCE OF ADJACENT PARCELS. Borrower does hereby warrant to the Mortgagee forever the entire Premises, as described on Exhibit A attached hereto and made a part hereof, comprised of the Original Premises and the Adjacent Parcels, taken together as one parcel, it being intended hereby that from and after the date hereof the Mortgage shall encumber the entire Premises and the Assignment shall affect the entire Premises, as fully and to the same effect as if the entire Premises were described in and encumbered by the Original Loan Documents 2.4 ENVIRONMENTAL EVALUATION AND REMEDIATION. Borrower acknowledges that it has not furnished to Lender evidence of the environmental condition of the Adjacent Parcels, and accordingly: (a) As soon as practicable, Lender, at Borrower's expense, will cause to be prepared by an environmental engineer satisfactory to Lender, a Phase I Environmental Audit of the Adjacent Parcels, and if reasonably required by Lender after review of such Phase I Environmental Audit, a Phase II Environmental Audit of the Adjacent Parcels; (b) If such Environmental Audits disclose any hazardous substances or environmental defects in the Adjacent Parcels, Borrower will immediately remediate the same at its own expense, to the satisfaction of Lender and all governmental authorities; 3 {PAGE} 4 (c) Notwithstanding the provisions of subsections (a) and (b) above, the Environmental Audit discloses hazardous substances or environmental defects in the Adjacent Parcels and Borrower, within 15 347207	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Loan Modification Agreement [No. 1]: CERES GROUP, INC – 10.2 404300-100 Loan #90179 03/26/01 FIRST LOAN MODIFICATION AGREEMENT --------------------------------- THIS FIRST LOAN MODIFICATION AGREEMENT dated as of the 1st day of December, 2000, by and between CERES GROUP, INC , a Delaware corporation, (herein called "Borrower"), successor in interest to CENTAL RESERVE LIFE CORPORATION, an Ohio corporation (herein called "Original Borrower") and THE UNION LABOR LIFE INSURANCE COMPANY, a _____________ CERES GROUP, INC – and shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day, month and year first above written CERES GROUP, INC ., a Delaware corporation WITNESS AS TO BORROWER: By: /s/ Anthony J. Pino ------------------------ Signed and acknowledged in the presence of: Printed Name: Anthony J. Pino ------------------- Title: Executive Vice President ------------------------ /s/ _____________ CERES GROUP, INC – COUNTY OF CUYAHOGA ) I, Diane M. Roberts, a Notary Public in and for the County and State aforesaid, do hereby certify that Anthony J. Pino, the Executive Vice President of CERES GROUP, INC ., a Delaware corporation (the "Corporation"), personally known to me to be the same person whose name is subscribed to the foregoing instrument as such officer of Corporation, personally appeared _____________ dt 1505994
Preview Full Doc	2002	Ceres Group Announces Sale of Pyramid Life Insurance Company Company Names New CFO Ceres Group Announces Sale of Pyramid Life Insurance Company Company Names New CFO (9K) Doc #347178: Click preview link for longer preview. FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION: MONDAY, DECEMBER 23, 2002 Gayle M. Vixler, Senior Vice President Corporate Communications (440) 572-8848 CERES GROUP ANNOUNCES SALE OF PYRAMID LIFE INSURANCE COMPANY COMPANY NAMES NEW CFO Cleveland, Ohio, December 23, 2002--Ceres Group, Inc. (NASDAQ: CERG) announced today that it has entered into a definitive agreement to sell the stock of its Pyramid Life Insurance Company subsidiary to a subsidiary of Universal American Financial Corp. (NASDAQ: UHCO). The company intends to use the net proceeds from the $56 million sale to strengthen capital of its Continental General Insurance Company (CGI) subsidiary and repay a portion of its bank debt. Immediately prior to closing, CGI will purchase Pyramid Life's facility, personal property and retain most of Pyramid Life's employees. Through an administrative services agreement during a transition period, Ceres will continue to administer the business of Pyramid Life, utilizing the current staff and maintaining the facility located in Mission, Kansas. In addition, CGI's senior business will continue to be administered in that facility. "This sale is an important opportunity for Ceres for several reasons," said Thomas J. Kilian, president and chief executive officer of Ceres. "The proceeds from the transaction allow us to increase the capital base of CGI to fuel further growth of our senior brokerage operations, and significantly strengthen our balance sheet and financial position by reducing bank debt. In addition, we 347178	Ceres Group Ceres Group, Inc. ( Life Insurance ) ; PFS Pioneer Financial Services, Inc. ( Miscellany ) As referenced in this Ceres Group Announces Sale of Pyramid Life Insurance Company Company Names New CFO: Pioneer Financial Services, Inc – and consulted with state insurance departments. Previously, Vickers was senior vice president and chief financial officer for Amerin Corporation, a major financial guarantor providing private mortgage insurance, as well as Pioneer Financial Services, Inc ., a marketer and underwriter of life and health insurance, annuities and medical management services. In addition, he was a senior manager in the insurance division of Ernst & Young LLP. _____________ dt 742097 ;	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Ceres Group Announces Sale of Pyramid Life Insurance Company Company Names New CFO: Universal American Financial Corp – Ceres Group, Inc. (NASDAQ: CERG) announced today that it has entered into a definitive agreement to sell the stock of its Pyramid Life Insurance Company subsidiary to a subsidiary of Universal American Financial Corp . (NASDAQ: UHCO). The company intends to use the net proceeds from the $56 million sale to strengthen capital of its Continental General Insurance Company (CGI) subsidiary and repay a _____________ UNIVERSAL AMERICAN FINANCIAL CORP – 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available after the call. ABOUT UNIVERSAL AMERICAN FINANCIAL CORP . Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as third party administrator services for insurance and _____________ Universal American Financial Corp – register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available after the call. ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp . offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as third party administrator services for insurance and non-insurance programs in _____________ dt 730739
Full Doc	2001	Notification of Late Filing Notification of Late Filing (7K) Doc #347197: This document is immediately available for purchase, but does not have a preview available for viewing. 347197	Ceres Group Ceres Group, Inc. ( Life Insurance )
Preview Full Doc	2002	Purchase Agreement Purchase Agreement (164K) Doc #292393: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}mv12-23_purchase.txt {DESCRIPTION}99.2 {TEXT} EXHIBIT 99.2 [EXECUTION COPY] PURCHASE AGREEMENT BY AND AMONG CONTINENTAL GENERAL INSURANCE COMPANY CERES GROUP, INC. PENNSYLVANIA LIFE INSURANCE COMPANY AND UNIVERSAL AMERICAN FINANCIAL CORP. DATED AS OF DECEMBER 20, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE {S} {C} ARTICLE I PURCHASE AND SALE.....................................................................1 SECTION 1.1 PURCHASE AND SALE OF SHARES.......................................1 SECTION 1.2 PURCHASE AND SALE OF REAL PROPERTY AND EQUIPMENT..................1 SECTION 1.3 PURCHASE PRICE FOR THE SHARES.....................................2 SECTION 1.4 PURCHASE PRICE FOR THE ASSETS.....................................3 SECTION 1.5 POST-CLOSING PRICE ADJUSTMENT.....................................3 SECTION 1.6 CLOSING...........................................................4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER.........................................5 SECTION 2.1 ORGANIZATION......................................................5 SECTION 2.2 CAPITALIZATION/SUBSIDIARIES.......................................5 SECTION 2.3 OWNERSHIP OF STOCK................................................6 SECTION 2.4 AUTHORIZATION; VALIDITY OF AGREEMENT..............................6 SECTION 2.5 CONSENTS AND APPROVALS; NO VIOLATIONS.............................6 SECTION 2.6 FINANCIAL STATEMENTS..............................................7 SECTION 2.7 NO UNDISCLOSED LIABILITIES........................................8 SECTION 2.8 ABSENCE OF CERTAIN CHANGES........................................8 SECTION 2.9 EMPLOYEE BENEFIT PLANS; ERISA.....................................8 SECTION 2.10 LITIGATION........................................................9 SECTION 2.11 NO DEFAULT; COMPLIANCE WITH APPLICABLE LAWS.......................9 SECTION 2.12 TAXES............................................................10 SECTION 2.13 INTELLECTUAL PROPERTY............................................15 SECTION 2.14 CONTRACTS........................................................15 SECTION 2.15 LABOR MATTERS....................................................16 SECTION 2.16 RESERVES.........................................................16 SECTION 2.17 INSURANCE PRODUCERS..............................................16 SECTION 2.18 BOOKS AND RECORDS................................................17 SECTION 2.19 RELATED PARTY TRANSACTIONS.......................................17 SECTION 2.20 BROKERS OR FINDERS...............................................17 SECTION 2.21 INSURANCE; REINSURANCE; CLAIMS AND SERVICE AGREEMENTS............18 SECTION 2.22 ENVIRONMENTAL MATTERS............................................18 SECTION 2.23 INSURANCE COVERAGE...............................................19 ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER........................................19 SECTION 3.1 ORGANIZATION.....................................................19 SECTION 3.2 AUTHORIZATION; VALIDITY OF AGREEMENT; NECESSARY ACTION...........19 SECTION 3.3 CONSENTS AND APPROVALS; NO VIOLATIONS............................19 SECTION 3.4 ACQUISITION FOR INVESTMENT.......................................20 SECTION 3.5 FINANCING........................................................20 i {PAGE} SECTION 3.6 BROKERS OR FINDERS...............................................20 SECTION 3.7 EXCLUSIVITY OF SELLER'S AND PARENT'S REPRESENTATIONS.............20 ARTICLE IV COVENANTS...........................................................................21 SECTION 4.1 INTERIM OPERATIONS OF PYRAMID....................................21 SECTION 4.2 DUE DILIGENCE; ACCESS TO INFORMATION.............................23 SECTION 4.3 TAX MATTERS......................................................23 SECTION 4.4 EMPLOYEE MATTERS.................................................27 SECTION 4.5 PUBLICITY........................................................28 SECTION 4.6 APPROVALS AND CONSENTS; COOPERATION..............................28 SECTION 4.7 UPDATES BY SELLER................................................29 SECTION 4.8 INTERCOMPANY AGREEMENTS AND BALANCES.............................29 SECTION 4.9 GAAP FINANCIAL STATEMENTS........................................29 SECTION 4.10 COVENANT NOT TO NEGOTIATE SALE OF PYRAMID........................30 SECTION 4.11 NON-SOLICITATION.................................................30 SECTION 4.12 [INTENTIONALLY LEFT BLANK].......................................30 SECTION 4.13 COOPERATION ON FINANCING.........................................30 SECTION 4.14 ANCILLARY AGREEMENTS.............................................31 SECTION 4.15 HANDLING OF CERTAIN INSURANCE CLAIMS.............................31 ARTICLE V INDEMNIFICATION......................................................................32 SECTION 5.1 INDEMNIFICATION..................................................32 ARTICLE VI CONDITIONS..........................................................................34 SECTION 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE CLOSING......34 SECTION 6.2 CONDITIONS TO THE OBLIGATIONS OF PURCHASER AND UNIVERSAL.........35 SECTION 6.3 CONDITIONS TO THE OBLIGATIONS OF SELLER AND PARENT...............36 ARTICLE VII TERMINATION........................................................................37 SECTION 7.1 TERMINATION......................................................37 SECTION 7.2 PROCEDURE FOR AND EFFECT OF TERMINATION..........................37 ARTICLE VIII MISCELLANEOUS.....................................................................38 SECTION 8.1 GOVERNING LAW AND CONSENT TO JURISDICTION........................38 SECTION 8.2 AMENDMENT AND MODIFICATION.......................................38 SECTION 8.3 NOTICES..........................................................38 SECTION 8.4 INTERPRETATION...................................................39 SECTION 8.5 COUNTERPARTS.....................................................40 SECTION 8.6 ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES......................40 SECTION 8.7 SEVERABILITY.....................................................40 ii {PAGE} SECTION 8.8 SERVICE OF PROCESS...............................................40 SECTION 8.9 ASSIGNMENT.......................................................41 SECTION 8.10 EXPENSES.........................................................41 SECTION 8.11 WAIVERS..........................................................41 SECTION 8.12 FURTHER ASSURANCES...............................................41 292393	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Purchase Agreement: CERES GROUP, – 4 {FILENAME}mv12-23_purchase.txt {DESCRIPTION}99.2 {TEXT} EXHIBIT 99.2 [EXECUTION COPY] PURCHASE AGREEMENT BY AND AMONG CONTINENTAL GENERAL INSURANCE COMPANY CERES GROUP, INC. PENNSYLVANIA LIFE INSURANCE COMPANY AND UNIVERSAL AMERICAN FINANCIAL CORP. DATED AS OF DECEMBER 20, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} _____________ Ceres Group, – AGREEMENT PURCHASE AGREEMENT, dated as of December 20, 2002 (the "Agreement"), by and among Continental General Insurance Company, a Nebraska insurance company ("Seller"), Ceres Group, Inc., a Delaware corporation ("Parent"), Pennsylvania Life Insurance Company, a Pennsylvania insurance company ("Purchaser"), and Universal American Financial Corp., a Delaware corporation (" _____________ Ceres Group, – 212-310-8000 Fax: 212-310-8007 Attention: Marita A. Makinen, Esq. (b) if Seller or Parent, to: [Continental General Insurance Company or Ceres Group, Inc.] Ceres Group, Inc. 17800 Royalton Road Strongsville, Ohio 44136 Telephone (440) 572-2400 Fax: (440) 572-4500 Attention: General Counsel With _____________ Ceres Group, – Fax: 212-310-8007 Attention: Marita A. Makinen, Esq. (b) if Seller or Parent, to: [Continental General Insurance Company or Ceres Group, Inc.] Ceres Group, Inc. 17800 Royalton Road Strongsville, Ohio 44136 Telephone (440) 572-2400 Fax: (440) 572-4500 Attention: General Counsel With a copy to: _____________ CERES GROUP, – authorized as of the date first written above. CONTINENTAL GENERAL INSURANCE COMPANY By: /s/ George A. Gehringer --------------------------------------------- Name: George A. Gehringer Title: President CERES GROUP, INC. By: /s/ Thomas J. Kilian --------------------------------------------- Name: Thomas J. Kilian Title: President and CEO UNIVERSAL AMERICAN FINANCIAL CORP. By: /s/ Richard A. _____________ dt 231272 ; Continental Continental General Insurance Co. ( Insurance ) ; Penn. Life Ins. Pennsylvania Life Insurance Co. ( Insurance ) ;	Unitrin Unitrin, Inc. ( Property & Casualty Insurance ) As referenced in this Purchase Agreement: Unitrin, Inc – file an affiliated, consolidated, combined or unitary Tax Return (other than an Affiliated Group, the common parent of which is either Seller or Unitrin, Inc ), or has any liability for the Taxes of any person under Treasury Regulation Section 1.1502-6, 1.1502-78 or any _____________ Unitrin, Inc – foreign Law (other than in respect of such Taxes relating to an Affiliated Group, the common parent of which is either Seller or Unitrin, Inc .). (o) Pyramid has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) _____________ dt 233097 ; UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Purchase Agreement: UNIVERSAL AMERICAN FINANCIAL CORP – TEXT} EXHIBIT 99.2 [EXECUTION COPY] PURCHASE AGREEMENT BY AND AMONG CONTINENTAL GENERAL INSURANCE COMPANY CERES GROUP, INC. PENNSYLVANIA LIFE INSURANCE COMPANY AND UNIVERSAL AMERICAN FINANCIAL CORP . DATED AS OF DECEMBER 20, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE {S} {C} ARTICLE I PURCHASE AND SALE.....................................................................1 SECTION _____________ Universal American Financial Corp – Company, a Nebraska insurance company ("Seller"), Ceres Group, Inc., a Delaware corporation ("Parent"), Pennsylvania Life Insurance Company, a Pennsylvania insurance company ("Purchaser"), and Universal American Financial Corp ., a Delaware corporation ("Universal"). WHEREAS, Seller is the record and beneficial owner of all of the issued and outstanding shares of capital _____________ Universal American Financial Corp – of address or fax number shall be effective only upon receipt): (a) if to Purchaser or Universal, to: [Pennsylvania Life Insurance Company or Universal American Financial Corp .] Six International Drive, Suite 190 Rye Brook, New York 140573 38 {PAGE} Telephone: 914-934-8820 Fax: 914-934-2949 Attention: Robert _____________ UNIVERSAL AMERICAN FINANCIAL CORP – Gehringer --------------------------------------------- Name: George A. Gehringer Title: President CERES GROUP, INC. By: /s/ Thomas J. Kilian --------------------------------------------- Name: Thomas J. Kilian Title: President and CEO UNIVERSAL AMERICAN FINANCIAL CORP . By: /s/ Richard A. Barasch --------------------------------------------- Name: Richard A. Barasch Title: CEO PENNSYLVANIA LIFE INSURANCE COMPANY By: /s/ Richard A. Barasch --------------------------------------------- Name: Richard _____________ dt 231246 ; More...
Preview Full Doc	2002	Purchase Agreement Purchase Agreement (165K) Doc #347177: Click preview link for longer preview. PURCHASE AGREEMENT BY AND AMONG CONTINENTAL GENERAL INSURANCE COMPANY CERES GROUP, INC. PENNSYLVANIA LIFE INSURANCE COMPANY AND UNIVERSAL AMERICAN FINANCIAL CORP. DATED AS OF DECEMBER 20, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} ARTICLE I PURCHASE AND SALE........................................................................ 1 SECTION 1.1 PURCHASE AND SALE OF SHARES....................................................... 1 SECTION 1.2 PURCHASE AND SALE OF REAL PROPERTY AND EQUIPMENT.................................. 1 SECTION 1.3 PURCHASE PRICE FOR THE SHARES..................................................... 2 SECTION 1.4 PURCHASE PRICE FOR THE ASSETS..................................................... 3 SECTION 1.5 POST-CLOSING PRICE ADJUSTMENT..................................................... 3 SECTION 1.6 CLOSING........................................................................... 4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER............................................ 5 SECTION 2.1 ORGANIZATION...................................................................... 5 SECTION 2.2 CAPITALIZATION/SUBSIDIARIES....................................................... 5 SECTION 2.3 OWNERSHIP OF STOCK................................................................ 6 SECTION 2.4 AUTHORIZATION; VALIDITY OF AGREEMENT.............................................. 6 SECTION 2.5 CONSENTS AND APPROVALS; NO VIOLATIONS............................................. 6 SECTION 2.6 FINANCIAL STATEMENTS.............................................................. 7 SECTION 2.7 NO UNDISCLOSED LIABILITIES........................................................ 8 SECTION 2.8 ABSENCE OF CERTAIN CHANGES........................................................ 8 SECTION 2.9 EMPLOYEE BENEFIT PLANS; ERISA..................................................... 8 SECTION 2.10 LITIGATION........................................................................ 9 SECTION 2.11 NO DEFAULT; COMPLIANCE WITH APPLICABLE LAWS....................................... 9 SECTION 2.12 TAXES............................................................................. 10 SECTION 2.13 INTELLECTUAL PROPERTY............................................................. 15 SECTION 2.14 CONTRACTS......................................................................... 15 SECTION 2.15 LABOR MATTERS..................................................................... 16 SECTION 2.16 RESERVES.......................................................................... 16 SECTION 2.17 INSURANCE PRODUCERS............................................................... 16 SECTION 2.18 BOOKS AND RECORDS................................................................. 17 SECTION 2.19 RELATED PARTY TRANSACTIONS........................................................ 17 SECTION 2.20 BROKERS OR FINDERS................................................................ 17 SECTION 2.21 INSURANCE; REINSURANCE; CLAIMS AND SERVICE AGREEMENTS............................. 18 SECTION 2.22 ENVIRONMENTAL MATTERS............................................................. 19 SECTION 2.23 INSURANCE COVERAGE................................................................ 19 ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER............................................ 19 SECTION 3.1 ORGANIZATION...................................................................... 19 SECTION 3.2 AUTHORIZATION; VALIDITY OF AGREEMENT; NECESSARY ACTION............................ 19 SECTION 3.3 CONSENTS AND APPROVALS; NO VIOLATIONS............................................. 19 SECTION 3.4 ACQUISITION FOR INVESTMENT........................................................ 20 SECTION 3.5 FINANCING......................................................................... 20 {/TABLE} i {PAGE} TABLE OF CONTENTS (continued) {TABLE} {CAPTION} PAGE ---- {S} {C} SECTION 3.6 BROKERS OR FINDERS................................................................ 20 SECTION 3.7 EXCLUSIVITY OF SELLER'S AND PARENT'S REPRESENTATIONS.............................. 20 ARTICLE IV COVENANTS .............................................................................. 21 SECTION 4.1 INTERIM OPERATIONS OF PYRAMID..................................................... 21 SECTION 4.2 DUE DILIGENCE; ACCESS TO INFORMATION.............................................. 23 SECTION 4.3 TAX MATTERS....................................................................... 23 SECTION 4.4 EMPLOYEE MATTERS.................................................................. 27 SECTION 4.5 PUBLICITY......................................................................... 28 SECTION 4.6 APPROVALS AND CONSENTS; COOPERATION............................................... 28 SECTION 4.7 UPDATES BY SELLER................................................................. 29 SECTION 4.8 INTERCOMPANY AGREEMENTS AND BALANCES.............................................. 29 SECTION 4.9 GAAP FINANCIAL STATEMENTS......................................................... 29 SECTION 4.10 COVENANT NOT TO NEGOTIATE SALE OF PYRAMID......................................... 30 SECTION 4.11 NON-SOLICITATION.................................................................. 30 SECTION 4.12 [INTENTIONALLY LEFT BLANK]........................................................ 30 SECTION 4.13 COOPERATION ON FINANCING.......................................................... 30 SECTION 4.14 ANCILLARY AGREEMENTS.............................................................. 31 SECTION 4.15 HANDLING OF CERTAIN INSURANCE CLAIMS.............................................. 31 ARTICLE V INDEMNIFICATION ......................................................................... 32 SECTION 5.1 INDEMNIFICATION................................................................... 32 ARTICLE VI CONDITIONS ............................................................................. 34 SECTION 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE CLOSING....................... 34 SECTION 6.2 CONDITIONS TO THE OBLIGATIONS OF PURCHASER AND UNIVERSAL.......................... 35 SECTION 6.3 CONDITIONS TO THE OBLIGATIONS OF SELLER AND PARENT................................ 36 ARTICLE VII TERMINATION ........................................................................... 37 347177	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Purchase Agreement: CERES GROUP, INC – {DOCUMENT} {TYPE}EX-2.4 {SEQUENCE}3 {FILENAME}l97970aexv2w4.txt {DESCRIPTION}EXHIBIT 2.4 {TEXT} {PAGE} EXHIBIT 2.4 PURCHASE AGREEMENT BY AND AMONG CONTINENTAL GENERAL INSURANCE COMPANY CERES GROUP, INC . PENNSYLVANIA LIFE INSURANCE COMPANY AND UNIVERSAL AMERICAN FINANCIAL CORP. DATED AS OF DECEMBER 20, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} ARTICLE I PURCHASE AND SALE........................................................................ _____________ Ceres Group, Inc – FURTHER ASSURANCES................................................................ 41 {/TABLE} iii {PAGE} PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of December 20, 2002 (the "Agreement"), by and among Continental General Insurance Company, a Nebraska insurance company ("Seller"), Ceres Group, Inc ., a Delaware corporation ("Parent"), Pennsylvania Life Insurance Company, a Pennsylvania insurance company ("Purchaser"), and Universal American Financial Corp., a Delaware corporation ("Universal"). WHEREAS, Seller is the record and beneficial _____________ Ceres Group, Inc – Avenue New York, New York 10153 Telephone: 212-310-8000 Fax: 212-310-8007 Attention: Marita A. Makinen, Esq. (b) if Seller or Parent, to: [Continental General Insurance Company or Ceres Group, Inc .] Ceres Group, Inc. 17800 Royalton Road Strongsville, Ohio 44136 Telephone (440) 572-2400 Fax: (440) 572-4500 Attention: General Counsel With a copy to: Sidley Austin Brown & Wood Bank _____________ Ceres Group, Inc – New York 10153 Telephone: 212-310-8000 Fax: 212-310-8007 Attention: Marita A. Makinen, Esq. (b) if Seller or Parent, to: [Continental General Insurance Company or Ceres Group, Inc.] Ceres Group, Inc . 17800 Royalton Road Strongsville, Ohio 44136 Telephone (440) 572-2400 Fax: (440) 572-4500 Attention: General Counsel With a copy to: Sidley Austin Brown & Wood Bank One Plaza 10 _____________ CERES GROUP, INC – signed by their respective officers thereunto duly authorized as of the date first written above. CONTINENTAL GENERAL INSURANCE COMPANY By: /s/ George A. Gehringer ---------------------------------------- Name: George A. Gehringer -------------------------------------- Title: President ------------------------------------- CERES GROUP, INC . By: /s/ Thomas J. Kilian ---------------------------------------- Name: Thomas J. Kilian -------------------------------------- Title: President and Chief Executive Officer ------------------------------------- UNIVERSAL AMERICAN FINANCIAL CORP. By: /s/ Richard A. Barasch ---------------------------------------- Name: Richard A. Barasch -------------------------------------- Title: _____________ dt 1505987 ; Unitrin Unitrin, Inc. ( Property & Casualty Insurance ) As referenced in this Purchase Agreement: Unitrin, Inc – purposes that filed or was required to file an affiliated, consolidated, combined or unitary Tax Return (other than an Affiliated Group, the common parent of which is either Seller or Unitrin, Inc ), or has any liability for the Taxes of any person under Treasury Regulation Section 1.1502-6, 1.1502-78 or any comparable provision of state, local, or foreign _____________ Unitrin, Inc – any comparable provision of state, local, or foreign Law (other than in respect of such Taxes relating to an Affiliated Group, the common parent of which is either Seller or Unitrin, Inc .). (o) Pyramid has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of _____________ dt 757918 ; UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Purchase Agreement: UNIVERSAL AMERICAN FINANCIAL CORP – 3 {FILENAME}l97970aexv2w4.txt {DESCRIPTION}EXHIBIT 2.4 {TEXT} {PAGE} EXHIBIT 2.4 PURCHASE AGREEMENT BY AND AMONG CONTINENTAL GENERAL INSURANCE COMPANY CERES GROUP, INC. PENNSYLVANIA LIFE INSURANCE COMPANY AND UNIVERSAL AMERICAN FINANCIAL CORP . DATED AS OF DECEMBER 20, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} ARTICLE I PURCHASE AND SALE........................................................................ 1 SECTION 1.1 PURCHASE AND SALE OF SHARES....................................................... _____________ Universal American Financial Corp – Agreement"), by and among Continental General Insurance Company, a Nebraska insurance company ("Seller"), Ceres Group, Inc., a Delaware corporation ("Parent"), Pennsylvania Life Insurance Company, a Pennsylvania insurance company ("Purchaser"), and Universal American Financial Corp ., a Delaware corporation ("Universal"). WHEREAS, Seller is the record and beneficial owner of all of the issued and outstanding shares of capital stock of The Pyramid Life Insurance Company, _____________ Universal American Financial Corp – PROVIDED, HOWEVER, that any notice of change of address or fax number shall be effective only upon receipt): (a) if to Purchaser or Universal, to: [Pennsylvania Life Insurance Company or Universal American Financial Corp .] Six International Drive, Suite 190 Rye Brook, New York 140573 - 38 - {PAGE} Telephone: 914-934-8820 Fax: 914-934-2949 Attention: Robert A. Waegelein With a copy to: Weil, _____________ UNIVERSAL AMERICAN FINANCIAL CORP – COMPANY By: /s/ George A. Gehringer ---------------------------------------- Name: George A. Gehringer -------------------------------------- Title: President ------------------------------------- CERES GROUP, INC. By: /s/ Thomas J. Kilian ---------------------------------------- Name: Thomas J. Kilian -------------------------------------- Title: President and Chief Executive Officer ------------------------------------- UNIVERSAL AMERICAN FINANCIAL CORP . By: /s/ Richard A. Barasch ---------------------------------------- Name: Richard A. Barasch -------------------------------------- Title: CEO ------------------------------------- PENNSYLVANIA LIFE INSURANCE COMPANY By: /s/ Richard A. Barasch ---------------------------------------- Name: Richard A. Barasch -------------------------------------- Title: CEO ------------------------------------- - 42 - {PAGE} ANNEX _____________ dt 730737 ;	Universal Universal Express, Inc. ( Containers & Packaging ) As referenced in this Purchase Agreement: Universal, express – judgment concerning the Assets, (iii) Seller accepts the condition of the Assets "AS IS, WHERE IS" and "WITH ALL FAULTS" without any representation, warranty or guarantee from Pyramid, Purchaser or Universal, express or implied, as to merchantability, fitness for a particular purpose or otherwise as to the condition, size, extent, quantity, type or value of such property. (c) In connection with the _____________ dt 1441734 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Purchase Agreement: Banc of America Securities LLC – similar firm or Person in connection with any of the transactions contemplated by this Agreement; PROVIDED, that Universal has entered into agreements with Banc of America Securities LLC and Raymond James and Associates, Inc. in connection with the transactions contemplated by this Agreement and those fees and expenses will be _____________ Banc of America Securities LLC – f) of the third full paragraph on Page 2 of its commitment letter dated December 20, 2002 among Universal, Bank of America and Banc of America Securities LLC . (j) Purchaser shall have received an approval from the Pennsylvania Insurance Department reasonably satisfactory to it (the "Pennsylvania Approval Order") of a _____________ dt 713040 ; More...
Preview Full Doc	2000	Purchase Agreement Purchase Agreement (115K) Doc #347214: Click preview link for longer preview. PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of October 7, 1999 (the "Agreement"), by and between United Insurance Company of America, an Illinois insurance company ("Seller"), and Ceres Group, Inc., a Delaware corporation ("Purchaser"). WHEREAS, except for directors' qualifying shares, Seller is the owner of all of the outstanding shares of capital stock of The Pyramid Life Insurance Company, a Kansas stock insurance company ("Pyramid") all of such outstanding shares (including directors' qualifying shares) being referred to herein as the Shares; and WHEREAS, Purchaser desires to purchase, and Seller desires to sell or cause to be sold to Purchaser, all of the Shares of Pyramid, subject to the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: ARTICLE I PURCHASE AND SALE SECTION 1.1 PURCHASE AND SALE. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined): (a) Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, all Shares held by Seller, and (b) Seller shall cause all directors of Pyramid holding directors' qualifying Shares to deliver to Purchaser certificates evidencing all such Shares, duly endorsed in blank or with accompanying stock powers duly executed in blank, in each case free and clear of all options, pledges, security interests, liens or other encumbrances or restrictions on voting or transfer ("Encumbrances"), other than restrictions imposed by Federal or state securities laws, the insurance laws of the State of Kansas and by Pyramid's articles of incorporation and by-laws in the case of the directors' qualifying Shares. Upon completion of the Closing, Purchaser shall own all of the Shares. SECTION 1.2 PURCHASE PRICE. On the Closing Date (as hereinafter defined) and subject to the terms and conditions set forth in this Agreement, in reliance on the representations, warranties, covenants and agreements of the parties contained herein and in consideration of the sale, assignment, transfer and delivery of the Shares, Purchaser shall pay to Seller an amount equal to $67,500,000 less the Pre-Closing Dividend amount paid to Seller by Pyramid immediately prior to Closing as contemplated by Section 6.2(h) below (the "Purchase Price") by wire transfer of immediately available funds to an account or accounts designated by Seller. 1 {PAGE} 2 SECTION 1.3 CLOSING. (a) The sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the "Closing") to be held at the offices of Seller in Chicago, Illinois on a date not later than the second business day following the satisfaction or waiver of all conditions to the obligations of the parties set forth in Article VI hereof or at such other place or at such other time or on such other date as Seller and Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date"). (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) stock certificates evidencing all Shares (including directors' qualifying Shares) duly endorsed in blank or accompanied by stock powers duly executed in blank, and (ii) all other previously undelivered certificates and other documents required to be delivered by Seller to Purchaser at or prior to the Closing Date in connection with the transactions contemplated hereby. (c) At the Closing, Purchaser shall deliver to Seller: (i) the Purchase Price by wire transfer in immediately available funds to an account or accounts designated by Seller, and (ii) all other previously undelivered certificates and other documents required to be delivered by Purchaser to Seller at or prior to the Closing Date in connection with the transactions contemplated hereby. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER Seller represents and warrants to Purchaser, at and as of the date hereof and again at and as of the Closing Date, as follows: SECTION 2.1 ORGANIZATION. (a) Pyramid is a stock insurance corporation duly organized, validly existing and in good standing under the laws of the State of Kansas and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where failure to be so organized, existing and in good standing or to have such power and authority would not have a Pyramid Material Adverse Effect (as hereinafter defined). Pyramid is duly qualified or licensed to do business and is in good standing in each jurisdiction listed in Section 2.1 of the written schedule delivered by Seller to Purchaser at or prior to the execution of this Agreement and attached hereto (the "Disclosure Schedule"). Pyramid transacts no business directly or indirectly in any jurisdiction other than those enumerated in Section 2.1 of the Disclosure Schedule, except where the failure to be so licensed or qualified would not have a Pyramid Material Adverse Effect. As used in this Agreement, "Pyramid Material Adverse Effect" means any material adverse change in, or material adverse effect on, the business, assets, financial condition or operations of Pyramid, taken as a whole; PROVIDED, HOWEVER, that, the effects of changes that arise from or are generally applicable to the life and health insurance markets in which Pyramid operates or the United States economy, shall in each case be excluded 2 {PAGE} 3 from the determination of a Pyramid Material Adverse Effect; and PROVIDED, FURTHER, that any adverse effect on Pyramid resulting from the execution of this Agreement and the announcement of this Agreement and the transactions contemplated hereby shall also be excluded from the determination of a Pyramid Material Adverse Effect. (b) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois. Seller has all corporate power and authority to own the Shares, to carry on its business as it is now being conducted, and to enter into and carry out its obligations under this Agreement. SECTION 2.2 CAPITALIZATION/SUBSIDIARIES. (a) Section 2.2 of the Disclosure Schedule sets forth the authorized, issued and outstanding capital stock of Pyramid. Each of the outstanding shares of capital stock of Pyramid is duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. The Shares constitute all of the issued and outstanding capital stock of Pyramid. There are 347214	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Purchase Agreement: Ceres Group, Inc – 1 EXHIBIT 2.1 ----------- PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of October 7, 1999 (the "Agreement"), by and between United Insurance Company of America, an Illinois insurance company ("Seller"), and Ceres Group, Inc ., a Delaware corporation ("Purchaser"). WHEREAS, except for directors' qualifying shares, Seller is the owner of all of the outstanding shares of capital stock of The Pyramid Life Insurance Company, _____________ Ceres Group, Inc – specified by like notice, PROVIDED, HOWEVER, that any notice of change of address or fax number shall be effective only upon receipt): 30 {PAGE} 31 (a) if to Purchaser, to: Ceres Group, Inc ./Central Reserve Life Insurance Company 17800 Royalton Road Strongsville, Ohio 44136 Telephone No.: (440)572-2400 Fax No.: (440)572-4500 Attention: Billy Hill, Esq. with a copy to: _____________ CERES GROUP, INC – by their respective officers thereunto duly authorized as of the date first written above. UNITED INSURANCE COMPANY OF AMERICA By: /s/ Donald G. Southwell ------------------------------------ Name: Donald G. Southwell ----------------------------------- Title: President ---------------------------------- CERES GROUP, INC . By: /S/ Peter W. Nauert ------------------------------------ Name: Peter W. Nauert ----------------------------------- Title: Chairman and Ceo ---------------------------------- 34 {PAGE} 35 ANNEX A -- INDEX OF DEFINED TERMS (not part of Agreement) Defined in TERMS _____________ dt 1505996 ;	Unitrin Unitrin, Inc. ( Property & Casualty Insurance ) As referenced in this Purchase Agreement: Unitrin, Inc – DUE DILIGENCE. Purchaser acknowledges that it has performed a preliminary due diligence review of Pyramid based on documents and other information supplied to Purchaser by Seller's ultimate parent company, Unitrin, Inc . ("Unitrin"). In order to permit Purchaser the opportunity to perform a confirmatory due diligence investigation at Pyramid's offices, for a period of fifteen (15) business days after the _____________ Unitrin, Inc – paid or unpaid. (c) Effective upon Closing, Seller shall cause Pyramid to terminate its participation in all employee benefit plans sponsored or maintained by any affiliate of Pyramid, including the Unitrin, Inc . Pension Plan, the Unitrin 401K Savings Plan and appropriate welfare benefit plans. (d) Following the Closing: (i) Seller shall indemnify and hold Purchaser and its ERISA Affiliates harmless against _____________ Unitrin, Inc – City, Missouri 64112 Telephone No.: (816)753-1000 Fax No.: (816)753-1536 Attention: Frank J. Ross, Jr., Esq. (b) if Seller, to: United Insurance Company of America c/o Unitrin, Inc . One East Wacker Drive Chicago, Illinois 60601 Telephone: (312)661-4600 Fax: (312) 661-4941 Attention: General Counsel SECTION 8.4 INTERPRETATION. (a) The words "hereof," "herein" and "herewith" _____________ dt 757919
Preview Full Doc	2000	Purchase Agreement [Amendment] Purchase Agreement [Amendment] (7K) Doc #347215: Click preview link for longer preview. AMENDMENT TO PURCHASE AGREEMENT This Amendment modifies and forms a part of that certain Purchase Agreement, dated as of October 7, 1999 (the "Agreement"), by and between United Insurance Company of America, an Illinois insurance company ("Seller"), and Ceres Group, Inc., a Delaware corporation ("Purchaser"). Capitalized terms not expressly defined in this Amendment have the same meanings as in the Agreement. WHEREAS, Purchaser has proposed to Seller that the Agreement be amended to reflect the changes in Purchaser's intent regarding certain aspects of the transactions contemplated by the Agreement; and WHEREAS, subject to the terms and conditions set forth in this Amendment, Seller is willing to amend the Agreement consistent with Purchaser's proposals. NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties intending to be legally bound hereby agree as follows: 1. To reflect the modification in the form of the consideration to be paid to Seller by Purchaser in exchange for the Shares, the Agreement is amended as follows: A. Section 1.2 is deleted in its entirety and replaced with the following: SECTION 1.2. CONSIDERATION FOR THE SHARES. On the Closing Date (as hereinafter defined) and subject to the terms and conditions set forth in this Agreement, in reliance on the representations, warranties, covenants and agreements of the parties contained herein and in consideration of the sale, assignment, transfer and delivery of the Shares, Purchaser shall (i) issue, transfer, convey and deliver to Seller 75,000 shares of Convertible Voting Preferred Stock, par value $0.001 per share, of Purchaser (the "Voting Preferred Stock"), and (ii) pay to Seller an amount equal to $60,000,000 less the Pre-Closing Dividend amount paid to Seller by Pyramid immediately prior to Closing as contemplated by Section 6.2(h) of this Agreement (the "Cash Consideration"). B. Section 1.3(c) is deleted in its entirety and replaced with the following: (c) At the Closing, Purchaser shall deliver to Seller: (i) a stock certificate representing the Voting Preferred Stock showing Seller as the owner thereof, (ii) the 347215	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Purchase Agreement [Amendment]: Ceres Group, Inc – forms a part of that certain Purchase Agreement, dated as of October 7, 1999 (the "Agreement"), by and between United Insurance Company of America, an Illinois insurance company ("Seller"), and Ceres Group, Inc ., a Delaware corporation ("Purchaser"). Capitalized terms not expressly defined in this Amendment have the same meanings as in the Agreement. WHEREAS, Purchaser has proposed to Seller that the Agreement _____________ dt 1505997
Preview Full Doc	2000	Purchase Agreement [Amendment No. 2] Purchase Agreement [Amendment No. 2] (3K) Doc #347216: Click preview link for longer preview. AMENDMENT NO. 2 TO PURCHASE AGREEMENT THE PURCHASE AGREEMENT dated October 7, 1999, by and between UNITED INSURANCE COMPANY OF AMERICA, an Illinois insurance company ("Seller"), and CERES GROUP, INC., a Delaware corporation ("Purchaser"), as thereafter amended by AMENDMENT TO PURCHASE AGREEMENT dated April 17, 2000, (the "Agreement") is hereby amended by agreement of Seller and Purchaser in accordance with this AMENDMENT NO. 2 TO PURCHASE AGREEMENT ("Amendment"). RECITALS WHEREAS, the parties desire to amend the Agreement so as to extend the time for completing the transactions contemplated by the Agreement. NOW, THEREFORE, in consideration of the foregoing Recital, which 347216	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Purchase Agreement [Amendment No. 2]: CERES GROUP, INC – EXHIBIT 2.3 ----------- AMENDMENT NO. 2 TO PURCHASE AGREEMENT THE PURCHASE AGREEMENT dated October 7, 1999, by and between UNITED INSURANCE COMPANY OF AMERICA, an Illinois insurance company ("Seller"), and CERES GROUP, INC ., a Delaware corporation ("Purchaser"), as thereafter amended by AMENDMENT TO PURCHASE AGREEMENT dated April 17, 2000, (the "Agreement") is hereby amended by agreement of Seller and Purchaser in accordance _____________ CERES GROUP, INC – 2 to Purchase Agreement has been duly executed as of the 5th day of July, 2000. UNITED INSURANCE COMPANY OF AMERICA By: /s/ Scott Renwick -------------------------------- Scott Renwick Title: Vice President -------------------------------- CERES GROUP, INC . By: /s/ Charles E. Miller, Jr. -------------------------------- Charles E. Miller, Jr. Title: Executive Vice President and CFO -------------------------------- -2- {/TEXT} {/DOCUMENT} _____________ dt 1505998
Preview Full Doc	2000	Registration Rights Agreement [Amended and Restated] Registration Rights Agreement [Amended and Restated] (60K) Doc #347218: Click preview link for longer preview. CERES GROUP, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this "Agreement"), dated as of July 25, 2000, is between CERES GROUP, INC., a Delaware corporation (the "Corporation"), and the persons and entities set forth on Exhibit A hereto (the "Investors"). R E C I T A L S --------------- The Corporation and International Managed Care, LLC, International Managed Care (Bermuda), L.P., Peter W. Nauert, Michael A. Cavataio, Mercantile Bank of Northern Illinois, Trustee of the Conseco Stock Option Director Plan FBO Michael Cavataio #08590033, Mercantile Bank of Northern Illinois, Trustee of the Conseco Stock Option Director Plan FBO Michael Cavataio #08590034, Karon Hill, Val Rajic, Turkey Vulture Fund XIII, Ltd., Marc C. Krantz, Krantz Family Limited Partnership, Medical Mutual of Ohio, Howard R. Conant, Joseph Cusimano IRA, and LEG Partners SBIC, L.P., Glen A. Laffoon, Charles E. Miller, Jr., Lunn-Ceres, LLC, John Cochrane, Bruce Henry, Andrew A. Boemi, Sally J. Krogh, Michael A. Cavataio IRA, Kenneth A. Mannino IRA, Ralph Alexander, Ronald L. Kotowski, Richard Kusnic, George A. Gehringer, Anthony J. Pino, Billy B. Hill, Jr. and John Kertis are parties to a Registration Rights Agreement, dated July 1, 1998, as amended by Amendment No. 1 to Registration Rights Agreement, dated February 17, 1999 (the "Original Registration Rights Agreement"), pursuant to which the Investors would have certain registration rights relating to shares of the Corporation's common stock, par value $0.001 per share (the "Common Shares"), owned by the Investors; The Corporation has offered up to 3,333,334 Common Shares (the "Pyramid Offering Shares") in a private placement offering; The Corporation has offered Convertible Voting Preferred Stock, par value $0.001 per share, which are convertible into ________ Common Shares (the "United Offering Shares"), to United Insurance Company of America, an Illinois insurance corporation ("United"), in a private placement offering; The Corporation desires to enter into a separate registration rights agreement with United as of the date hereof; The Corporation desires to include the Pyramid Offering Shares in the Original Registration Rights Agreement, as amended, and make the purchasers of the Pyramid Offering Shares subject to and bound by the Original Registration Rights Agreement; {PAGE} 2 The purchasers of the Pyramid Offering Shares have agreed to be subject to and bound by the Original Registration Rights Agreement; and The Corporation and the Investors listed on the signature page attached hereto representing a majority of the Registrable Shares in the Original Registration Rights Agreement (together the "Parties") have agreed to amend and restate the Original Registration Rights Agreement to include the Pyramid Offering Shares and to make certain other modifications. AGREEMENTS ---------- In consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. DEFINITIONS. As used in this Agreement. "Commission" means the Securities and Exchange Commission. "Common Shares" means the Common Shares, $0.001 par value per share, of the Corporation. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Offering" means (1) the offering by the Corporation on February 17, 1999 of 2,000,000 Common Shares in a private placement offering in connection with the acquisition of Continental General Corporation, a Nebraska corporation (the "Continental Offering"), and (2) the offering by the Corporation on ________, 2000 of 3,333,334 Common Shares in a private placement offering in connection with the acquisition of Pyramid Life Insurance Company, a Kansas stock insurance company (the "Pyramid Offering"). "Offering Shares" means (1) the 2,000,000 Common Shares offered by the Corporation in the Continental Offering, and (2) the 3,333,334 Common Shares offered by the Corporation in the Pyramid Offering. "Person" means a natural person, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or other entity, or a governmental entity or any department, agency or political subdivision thereof. "Public Offering" means any offering by the Corporation of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect. -2- {PAGE} 3 "Pyramid Registrable Shares" means at any time (i) any Common Shares then outstanding which were issued pursuant to the Pyramid Offering; (ii) any Common Shares then outstanding and held by any purchaser in the Pyramid Offering; (iii) any Common Shares then outstanding which were issued as, or were issued directly or indirectly upon the conversion or exercise of other securities issued as, a dividend or other distribution with respect or in replacement of any shares referred to in (i) or (ii); and (iv) any Common Shares then issuable directly or indirectly upon the conversion or exercise of other securities which were issued as a dividend or other distribution with respect to or in replacement of any shares referred to in (i) or (ii); PROVIDED, HOWEVER, that Pyramid Registrable Shares shall not include any shares which have been registered pursuant to the Securities Act or which have been sold to the public pursuant to Rule 144 of the Commission under the Securities Act. For purposes of this Agreement, a Person will be deemed to be a holder of Pyramid Registrable Shares whenever such Person has the then-existing right to acquire such Pyramid Registrable Shares, whether or not such acquisition actually has been effected. "Registrable Shares" means at any time (i) any Common Shares then outstanding which were issued pursuant to the Stock Purchase Agreement; (ii) any Common Shares then outstanding which were issued pursuant to the Offering, except for purposes of Section 2.1 of this Agreement where the term "Registrable Shares" does not include the Common Shares issued in the Pyramid Offering; (iii) any Common Shares then outstanding and held by any Investor (including the Common Shares issuable upon exercise of the Warrants (as defined in the Stock Purchase Agreement)), except for the purposes of Section 2.1 of this Agreement where the term "Registrable Shares" does not include the Common Shares issued in the Pyramid Offering; (iv) any Common Shares then outstanding which were issued as, or were issued directly or indirectly upon the conversion or exercise of other securities issued as, a dividend or other distribution with respect or in replacement of any shares referred to in (i), (ii) or (iii); and (v) any Common Shares then issuable directly or indirectly upon the conversion or exercise of other securities which were issued as a dividend or other distribution with respect to or in replacement of any shares referred to in (i), (ii) or (iii); PROVIDED, HOWEVER, that Registrable Shares shall not include any shares which have been registered pursuant to the Securities Act or which have been sold to the public pursuant to Rule 144 of the Commission under the Securities Act. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the then-existing right to acquire such Registrable Shares, whether or not such acquisition actually has been effected. "Securities Act" means the Securities Act of 1933, as amended. "Stock Purchase Agreement" means the Amended and Restated Stock Purchase Agreement dated as of March 30, 1998, by and among the Corporation, Strategic Acquisition Partners, L.L.C., Insurance Partners, L.P. and Insurance Partners Offshore (Bermuda). "United Registrable Shares" means the securities registrable under the Registration Rights Agreement, dated as of __________, 2000, by and between Ceres Group, Inc. and United Insurance Company of America (the "United Registration Rights Agreement"). 2. DEMAND REGISTRATION. -3- {PAGE} 4 2.1 REQUESTS FOR REGISTRATION. Subject to the terms of this Agreement, (i) the holders of at least $5,000,000 of the then market value of the outstanding Registrable Shares, at any time, may request registration under the Securities Act of all or part of their Registrable Shares, and (ii) beginning one year from the date of this Agreement, the holders of at least $10,000,000 of the then market value of the outstanding Pyramid Registrable Shares may request registration under the Securities Act of at least $5,000,000 of their Pyramid Registrable Shares, on Form S-1 or any similar long-form registration ("Long Form Registrations") or, if available, then at the option of the Corporation, on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"). Within ten (10) days after receipt of any request pursuant to this Section 2.1, the Corporation will give written notice of such 347218	Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Registration Rights Agreement [Amended and Restated]: CERES GROUP, INC – {DOCUMENT} {TYPE}EX-4.1 {SEQUENCE}6 {FILENAME}ex4-1.txt {DESCRIPTION}EXHIBIT 4.1 {TEXT} {PAGE} 1 EXHIBIT 4.1 ----------- CERES GROUP, INC . AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this "Agreement"), dated as of July 25, 2000, is between CERES GROUP, INC., a Delaware corporation ( _____________ CERES GROUP, INC – 1 EXHIBIT 4.1 ----------- CERES GROUP, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this "Agreement"), dated as of July 25, 2000, is between CERES GROUP, INC ., a Delaware corporation (the "Corporation"), and the persons and entities set forth on Exhibit A hereto (the "Investors"). R E C I T A L S --------------- The Corporation and _____________ Ceres Group, Inc – C., Insurance Partners, L.P. and Insurance Partners Offshore (Bermuda). "United Registrable Shares" means the securities registrable under the Registration Rights Agreement, dated as of __________, 2000, by and between Ceres Group, Inc . and United Insurance Company of America (the "United Registration Rights Agreement"). 2. DEMAND REGISTRATION. -3- {PAGE} 4 2.1 REQUESTS FOR REGISTRATION. Subject to the terms of this Agreement, ( _____________ Ceres Group, Inc – personally, three days after mailing, if mailed, or one business day after delivery to the courier, if delivered by overnight courier service: -15- {PAGE} 16 If to the Corporation, to: Ceres Group, Inc . 17800 Royalton Road Cleveland, Ohio 44136 with a copy to: Kohrman Jackson & Krantz P.L.L. 1375 E. Ninth Street, 20th Floor One Cleveland Center Cleveland, Ohio 44114 Attn: _____________ CERES GROUP, INC – against any Person. [Remainder of page intentionally left blank. Signature pages follow.] -16- {PAGE} 17 The parties hereto have executed this Agreement on the date first above written. THE CORPORATION: ---------------- CERES GROUP, INC . By: /s/ Charles E. Miller, Jr. ---------------------------- Name: Charles E. Miller, Jr. Title: CFO -17- {PAGE} 18 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT CONSENT OF HOLDERS OF A MAJORITY OF _____________ dt 1505999 ;	Advest Advest, Inc. ( Miscellany ) As referenced in this Registration Rights Agreement [Amended and Restated]: Advest, Inc – investment banker(s) and manager(s) to administer the offering, subject to the Corporation's approval which will not be unreasonably withheld or delayed, and any existing contract rights of Advest, Inc . -5- {PAGE} 6 3. PIGGYBACK REGISTRATION. 3.1 RIGHT TO PIGGYBACK. Whenever the Corporation proposes to register any of its equity securities under the Securities Act (other than pursuant _____________ dt 735314
Preview Full Doc	2001	Stock Purchase Agreement Stock Purchase Agreement (96K) Doc #347196: Click preview link for longer preview. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is made as of the 8th day of May, 2001, by and between Pelagian LLC, a Texas limited liability company ("Buyer"), and Central Reserve Life Insurance Company, an Ohio life insurance company ("Seller"). RECITALS -------- WHEREAS, Seller owns of record 1,000 shares of the voting common stock ("Shares") of United Benefit Life Insurance Company, an Ohio life insurance company ("Company"), which Shares constitute all of the issued and outstanding shares of the capital stock of the Company; and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all of the Shares on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing premises, the agreements and promises herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I. PURCHASE AND SALE OF THE SHARES SECTION 1.01 PURCHASE OF THE SHARES FROM SELLER. Subject to and upon the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of the Shares, free and clear of any Encumbrances. At the Closing, Seller shall deliver to Buyer certificates evidencing the Shares duly endorsed in blank, or with stock powers duly executed in proper form for transfer with signatures guaranteed. SECTION 1.02 PURCHASE PRICE. (a) Buyer agrees to pay to Seller at the Closing, and Seller agrees to accept from Buyer, as full consideration for the Shares, the amount of the Company's statutory capital and surplus as of the close of business on the Closing Date determined upon SAP, which amount shall be payable in the form of the promissory note attached hereto as Exhibit A ("Note") and shall be subject to adjustment as may be required pursuant to Section 1.02(b) ("Purchase Price"). At the option of Seller, (i) Buyer's obligations under the Note shall be secured by the Shares pursuant to a pledge agreement containing terms mutually agreeable to Buyer and Seller, or (ii) Buyer shall agree pursuant to a negative pledge agreement that the Shares shall not become subject to any Encumbrances while obligations under the Note remain outstanding and unpaid. 1 {PAGE} 2 (b) Adjustments. (i) The Purchase Price shall be subject to adjustment on the date that is eighteen (18) months from the Closing Date (the "Tax Adjustment Date") if Buyer determines that the liability or receivable accrued on the Company's books as of the Closing Date for Taxes (including but not limited to premium taxes) is less than the actual liability or receivable so determined, by decreasing the amount payable by Buyer under the Note by any such difference. (ii) The Purchase Price shall be subject to further adjustment on the date that is one (1) year from the Closing Date (the "Reserves Adjustment Date") if Buyer determines that the liability accrued on the Company's books as of the Closing Date for all incurred losses, loss adjustment expenses, and unearned premiums with respect to the Company's business is less than the actual liability so determined, by decreasing the amount payable by Buyer under the Note by any such difference. (iii) Buyer shall notify Seller in writing of any such adjustment required to be made hereunder by the close of business on the first Business Day following the Tax Adjustment Date or the Reserves Adjustment Date. (c) CLOSING. The Closing shall take place at 1504 Westlake Drive, Suite 101, Plano, Texas, at 10:00 a.m. (local standard time), within five (5) Business Days after satisfaction or waiver of all conditions precedent set forth in Article VIII hereof as the parties may agree, or at such other place, time or date as may be mutually agreed upon by the parties (the "Closing Date"). ARTICLE II. REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller, at and as of the date hereof and again at and as of the Closing Date, as follows: SECTION 2.01 ORGANIZATION AND AUTHORITY. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas and has full corporate power, right and authority to own its properties and assets and to carry on its business as it is now being conducted, and to enter into and carry out its obligations under this Agreement. SECTION 2.02 AUTHORIZATION. This Agreement has been duly authorized, executed and delivered by Buyer. This Agreement is the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to the general principles of equity). SECTION 2.03 NO CONFLICT. Subject to making the filings and to obtaining the approvals 2 {PAGE} 3 and consents set forth in Section 5.02, none of (i) the execution and delivery of this Agreement by Buyer, (ii) the consummation by Buyer of the transactions provided for herein, or (iii) the transfer on the stock records of the Company of the Shares to Buyer on the Closing Date, does, nor will with the passage of time, the giving of notice or otherwise, (a) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, could become a default) under, or result in creation of an Encumbrance on any of the properties or assets of Buyer pursuant to (x) the Articles of Organization or Operating Agreement of Buyer, or (y) any indenture, mortgage, lease, agreement, contract, note or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound or affected; (b) be in violation of, conflict with or result in the breach of any permit, authorization, license, law, rule, regulation, ordinance, writ, order, judgment, injunction or decree of any governmental or public body or authority of the United States of America to which Buyer is subject or by which Buyer or any of its properties or assets is bound; or (c) result in the creation or imposition of any Encumbrance upon Buyer or any of its properties or assets. SECTION 2.04 GOVERNMENTAL APPROVAL. Except for the filing with the Insurance Department of each of the States listed on Schedule 4.01 of such applications or notification as may be required in order to obtain any approvals necessary for the consummation of the transactions contemplated hereby, no notice to, filing 347196	Ceres Group Ceres Group, Inc. ( Life Insurance )
Preview Full Doc	2001	Stockholders' Agreement [Form] Stockholders' Agreement [Form] (49K) Doc #347198: Click preview link for longer preview. FORM OF STOCKHOLDERS' AGREEMENT QQL

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