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 | 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (198K)
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CONFIDENTIAL
AGREEMENT AND PLAN OF MERGER
DATED AS OF MAY 6, 2007
AMONG
LIBERTY MUTUAL INSURANCE COMPANY,
WATERFALL MERGER CORP.
AND
OHIO CASUALTY CORPORATION
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER; CERTAIN RELATED MATTERS
Section 1.1. The Merger
1
Section 1.2. Closing
1
Section 1.3. . . .
2888417
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 Citigroup Global
As referenced in this Agreement and Plan of Merger:
Citigroup Global Markets Inc – impair the consummation of the transactions contemplated by this Agreement. No Order of any Governmental Entity is outstanding against Parent or Merger Sub.
Section 4.8. Finders Fees. Except for Citigroup Global Markets Inc ., there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Parent or any of its Subsidiaries
_____________
dt 1711623
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| 2002 |
Replacement Carrier Agreement
Replacement Carrier Agreement (76K)
Doc #964810: Click preview link for longer preview.
<DESCRIPTION>OHIO CASUALTY CORP EXH 10.K TO FORM 10-K 12/31/2001
<TEXT>
<PAGE>
Exhibit 10.k
==============================================================================
REPLACEMENT CARRIER AGREEMENT
Among
OHIO CASUALTY OF NEW JERSEY, INC.
And
PROFORMANCE INSURANCE COMPANY
NATIONAL ATLANTIC HOLDINGS CORP.
Dated: December 18, 2001
==============================================================================
<PAGE>
TABLE OF CONTENTS
. . .
964810
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Ohio Casualty
As referenced in this Replacement Carrier Agreement:
OHIO CASUALTY CORP –
EX-10
4
exh10k.txt
OHIO CASUALTY CORP EXH 10.K TO FORM 10-K 12/31/2001
Exhibit 10.k
==============================================================================
REPLACEMENT CARRIER AGREEMENT
Among
OHIO CASUALTY OF NEW JERSEY, INC.
And
PROFORMANCE INSURANCE COMPANY
NATIONAL
_____________
dt 1849479
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 Vorys Sater
As referenced in this Replacement Carrier Agreement:
Vorys, – or
(d) The satisfaction of all payment and funding obligations of
OCNJ under Sections 3.1 and 3.2.
4. Closing. The Closing shall take place at the offices of Vorys,
-------
Sater, Seymour and Pease LLP, Atrium Two, Suite 2100, 221 East Fourth Street,
Cincinnati, Ohio 45201 (or at such other place as the parties may mutually
agree), on the
_____________
Vorys, – Casualty of New Jersey, Inc.
9450 Seward Road
Fairfield, Ohio 45014
Attention: Debra K. Crane, Esq.
Senior Vice President and General Counsel
With a copy to:
James A. Yano, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
If to PIC, to:
Proformance Insurance Company
303 West Main Street
Freehold, New Jersey 07728
Attention: James
_____________
dt 1324162
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| 2007 |
Senior Indenture
Senior Indenture (231K)
Doc #2755331: Click preview link for longer preview.
OHIO CASUALTY CORPORATION
AND
U.S. BANK NATIONAL ASSOCIATION
Trustee
SENIOR INDENTURE
Dated as of March 5, 2007
CROSS REFERENCE SHEET*
Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of March 5, 2007 between Ohio Casualty Corporation and U.S. Bank National Association, Trustee:
SECTION OF THE ACT
SECTION OF INDENTURE
310(a)(3) and (4)
Inapplicable
2755331
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BNY
As referenced in this Senior Indenture:
Bank of New York; – this Section 11.11, Market Exchange Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as
_____________
Bank of New York – not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of ECUs,
_____________
dt 1727267
;
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U.S. Bank, NA
As referenced in this Senior Indenture:
U.S. BANK NATIONAL ASSOCIATION
–
EX-4 3 exh4-5.htm EXHIBIT 4.5
OHIO CASUALTY CORPORATION
AND
U.S. BANK NATIONAL ASSOCIATION
Trustee
SENIOR INDENTURE
Dated as of March 5, 2007
CROSS REFERENCE SHEET*
Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of March 5, 2007
_____________
U.S. Bank National Association, – as of March 5, 2007
CROSS REFERENCE SHEET*
Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of March 5, 2007 between Ohio Casualty Corporation and U.S. Bank National Association, Trustee:
SECTION OF THE ACT
SECTION OF INDENTURE
310(a)(1) and (2)
6.9
310(a)(3) and (4)
Inapplicable
310(b)
6.8 and 6.10(1), (
_____________
U.S. BANK NATIONAL ASSOCIATION, – Redemption
Mandatory and Optional Sinking Funds
45
45
46
47
47
iii
THIS INDENTURE, dated as of March 5, 2007, between OHIO CASUALTY CORPORATION, an Ohio corporation (the "Issuer"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the "Trustee"),
W I T N E S S E
_____________
U.S. Bank National Association – The Trustee's certificate of authentication on all Securities shall be in substantially the following form:
"This is one of the Securities referred to in the within mentioned Senior Indenture.
U.S. Bank National Association ,
as Trustee
By____________________________
Authorized Signatory"
If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee's Certificate of
_____________
U.S. Bank National Association, – by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Trustee is filed by the Trustee with the Issuer) to U.S. Bank National Association, 175 South Third St., 4th Floor, Columbus, OH 43215, Attention: U.S. Bank Agency & Trust.
Where this Indenture provides for notice to Holders of Registered Securities, such notice
_____________
dt 1701596
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| 2007 |
Subordinated Indenture
Subordinated Indenture (249K)
Doc #2755330: Click preview link for longer preview.
OHIO CASUALTY CORPORATION
AND
U.S. BANK NATIONAL ASSOCIATION
Trustee
SUBORDINATED INDENTURE
Dated as of March 5, 2007
CROSS REFERENCE SHEET(*)
Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of March 5, 2007, between OHIO CASUALTY CORPORATION and U.S. Bank National Association, Trustee:
Section of the Act
Section of Indenture
310(a)(3) and (4)
Inapplicable
310(b)
6.8 and 6.10(1),(2) and . . .
2755330
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BNY
As referenced in this Subordinated Indenture:
Bank of New York; – this Section 11.11, Market Exchange Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York; provided, however, in the case of EUROs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as
_____________
Bank of New York – not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of EUROs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of EUROs,
_____________
dt 1727266
;
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U.S. Bank, NA
As referenced in this Subordinated Indenture:
U.S. BANK NATIONAL ASSOCIATION
–
EX-4 2 exh4-4.htm EXHIBIT 4.4
OHIO CASUALTY CORPORATION
AND
U.S. BANK NATIONAL ASSOCIATION
Trustee
SUBORDINATED INDENTURE
Dated as of March 5, 2007
CROSS REFERENCE SHEET(*)
Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of March 5, 2007,
_____________
U.S. Bank National Association, – as of March 5, 2007
CROSS REFERENCE SHEET(*)
Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of March 5, 2007, between OHIO CASUALTY CORPORATION and U.S. Bank National Association, Trustee:
Section of the Act
Section of Indenture
310(a)(1) and (2)
6.9
310(a)(3) and (4)
Inapplicable
310(b)
6.8 and 6.10(1),(
_____________
U.S. Bank National Association, – to Paying Agents
55
55
55
57
57
57
57
58
iii
THIS INDENTURE, dated as of March 5, 2007, between OHIO CASUALTY CORPORATION, an Ohio corporation (the "Issuer"), and U.S. Bank National Association, as trustee (the "Trustee"),
W I T N E S S E T H :
WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured
_____________
U.S. Bank National Association, – by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Trustee is filed by the Trustee with the Issuer) to U.S. Bank National Association, 175 South Third St., 4th Floor, Columbus, OH 43215, Attention: Scott Miller.
Where this Indenture provides for notice to Holders of Registered Securities, such notice shall be sufficiently given (
_____________
U.S. BANK NATIONAL ASSOCIATION, – Indenture to be duly executed as of March 5,2007.
OHIO CASUALTY CORPORATION
By:
/s/ Michael A. Winner
Name: Michael A. Winner
Title: Executive Vice President and Chief
Financial Officer
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
/s/ Scott Miller
Name: Scott Miller
Title: Vice President
59
_____________
dt 1701595
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| 2006 |
Supplemental Financial Information
Supplemental Financial Information (24K)
Doc #1718410: This document is immediately available for purchase, but does not have a preview available for viewing.
1718410
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| 2006 |
Supplemental Financial Information
Supplemental Financial Information (33K)
Doc #2266385: This document is immediately available for purchase, but does not have a preview available for viewing.
2266385
| | |
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| 2006 |
Supplemental Financial Information
Supplemental Financial Information (34K)
Doc #2589767: This document is immediately available for purchase, but does not have a preview available for viewing.
2589767
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| 2007 |
Supplemental Financial Information
Supplemental Financial Information (29K)
Doc #2712621: This document is immediately available for purchase, but does not have a preview available for viewing.
2712621
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Supplemental Financial Information
Supplemental Financial Information (25K)
Doc #2839878: This document is immediately available for purchase, but does not have a preview available for viewing.
2839878
| | |
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| 2007 |
Supplemental Financial Information
Supplemental Financial Information (36K)
Doc #3010920: This document is immediately available for purchase, but does not have a preview available for viewing.
3010920
| | |
| Full Doc
| 2007 |
Tri-Party Agreement
Tri-Party Agreement (11K)
Doc #2755336: This document is immediately available for purchase, but does not have a preview available for viewing.
2755336
| | |