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 | 2001 |
Agreement
Agreement (8K)
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| 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (87K)
Doc #349487: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 9,
2002, by and among PRONATIONAL INSURANCE COMPANY, a Michigan insurance company
("Parent"), MEEMIC MERGER CORP., a Michigan corporation and a wholly owned
subsidiary of Parent ("Sub"), and MEEMIC HOLDINGS, INC., a Michigan corporation
(the "Company").
WHEREAS, upon the terms and subject to the conditions of this
Agreement, including approval of this Agreement by the Company's shareholders,
the Company . . .
349487
|
 BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – shall have determined that
the transactions contemplated by this Agreement will result in the
breach of the terms of the Credit Agreement, dated May 10, 2001, among
ProAssurance, SouthTrust Bank, Bank of America, N.A. and the lenders
named therein (the "ProAssurance Credit Agreement") and it shall not
have received the necessary consent, waiver or approval, or such
consent, waiver or approval shall not
_____________
dt 749701
;
Raymond James
As referenced in this Agreement and Plan of Merger:
Raymond James &
Associates, Inc – and
cash flows for the periods then ended.
SECTION 4.06. Opinion of Financial Advisor. The Exploratory Committee of the
Company's Board of Directors has received the opinion of Raymond James &
Associates, Inc ., dated June 18, 2002, to the effect that, as of such date, the
consideration to be received pursuant to the Offer and the Merger by the
Independent Shareholders is
_____________
Raymond James & Associates, Inc – or will
be entitled to any brokers' or finder's fee or any other commission or similar
fee in connection with any of the transactions contemplated by this Agreement
except Raymond James & Associates, Inc ., whose fees and expenses will be paid by
the Company in accordance with the Company's agreement with such firm (copies of
which have been delivered by the Company
_____________
dt 729277
;
|
SouthTrust Bank
As referenced in this Agreement and Plan of Merger:
SouthTrust Bank, – transactions contemplated by this Agreement will result in the
breach of the terms of the Credit Agreement, dated May 10, 2001, among
ProAssurance, SouthTrust Bank, Bank of America, N.A. and the lenders
named therein (the "ProAssurance Credit Agreement") and it shall not
have received the necessary
_____________
dt 715097
;
 Burr & Forman
As referenced in this Agreement and Plan of Merger:
Burr & Forman – to Parent or Sub, to
ProNational Insurance Company
2600 Professionals Drive
P.O. Box 150
Okemos, Michigan 48805-0150
Attention: President
Telecopy No.: (517) 349-8977
with a copy to:
Burr & Forman LLP
420 North 20th Street, Suite 3100
Birmingham, Alabama 35203
Attention: Jack P. Stephenson, Jr.
Telecopy No.: (205) 458-5100
(b) if to the Company, to
Meemic Holdings, Inc.
_____________
dt 745504
;
Dykema Gossett
As referenced in this Agreement and Plan of Merger:
Dykema Gossett – Closing determined pursuant to the
above is referred to herein as the "Closing Date". The Closing shall take place
at the offices of Dykema Gossett PLLC, 400 Renaissance Center, Detroit,
Michigan, unless another place is agreed to by the parties hereto.
SECTION 2.03. Effect of the
_____________
Dykema Gossett – Inc.
691 N. Squirrel Road
Suite 100
Auburn Hills, Michigan 48326-2849
Attention: President
Telecopy No.: (248) 373-5700
with a copy to
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243-1668
Attention: Mark A. Metz, Esq.
Telecopy No.: (313) 568-6915
SECTION 10.03. Entire
_____________
dt 725853
|
Preview
Full Doc
| 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (82K)
Doc #349495: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 9,
2002, by and among PRONATIONAL INSURANCE COMPANY, a Michigan insurance company
("Parent"), MEEMIC MERGER CORP., a Michigan corporation and a wholly owned
subsidiary of Parent ("Sub"), and MEEMIC HOLDINGS, INC., a Michigan corporation
(the "Company").
WHEREAS, upon the terms and subject to the conditions of this
Agreement, including approval of this Agreement by the Company's shareholders,
the Company . . .
349495
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – shall have determined that
the transactions contemplated by this Agreement will result in the breach of the
terms of the Credit Agreement, dated May 10, 2001, among ProAssurance,
SouthTrust Bank, Bank of America, N.A. and the lenders named therein (the
"ProAssurance Credit Agreement") and it shall not have received the necessary
consent, waiver or approval, or such consent, waiver or approval shall not
_____________
dt 749702
;
Raymond James
As referenced in this Agreement and Plan of Merger:
Raymond James & Associates, Inc – and cash flows for the periods then ended.
SECTION 4.06. Opinion of Financial Advisor. The Exploratory
Committee of the Company's Board of Directors has received the opinion of
Raymond James & Associates, Inc ., dated June 18, 2002, to the effect that, as of
such date, the consideration to be received pursuant to the Offer and the Merger
by the Independent Shareholders is
_____________
Raymond James & Associates, Inc – or will be entitled to any brokers' or finder's fee or any other
commission or similar fee in connection with any of the transactions
contemplated by this Agreement except Raymond James & Associates, Inc ., whose
fees and expenses will be paid by the Company in accordance with the Company's
agreement with such firm (copies of which have been delivered by the Company
_____________
dt 729281
;
|
SouthTrust Bank
As referenced in this Agreement and Plan of Merger:
SouthTrust Bank, – transactions contemplated by this Agreement will result in the breach of the
terms of the Credit Agreement, dated May 10, 2001, among ProAssurance,
SouthTrust Bank, Bank of America, N.A. and the lenders named therein (the
"ProAssurance Credit Agreement") and it shall not have received the necessary
_____________
dt 715093
;
Burr & Forman
As referenced in this Agreement and Plan of Merger:
Burr & Forman – to Parent or Sub, to
ProNational Insurance Company
2600 Professionals Drive
P.O. Box 150
Okemos, Michigan 48805-0150
Attention: President
Telecopy No.: (517) 349-8977
with a copy to:
Burr & Forman LLP
420 North 20th Street, Suite 3100
Birmingham, Alabama 35203
Attention: Jack P. Stephenson, Jr.
Telecopy No.: (205) 458-5100
(b) if to the Company, to
Meemic Holdings, Inc.
_____________
dt 745507
;
Dykema Gossett
As referenced in this Agreement and Plan of Merger:
Dykema Gossett – Closing determined pursuant
to the above is referred to herein as the "Closing Date". The Closing shall take
place at the offices of Dykema Gossett PLLC, 400 Renaissance Center, Detroit,
Michigan, unless another place is agreed to by the parties hereto.
SECTION 2.03. Effect of the
_____________
Dykema Gossett – Inc.
691 N. Squirrel Road
Suite 100
Auburn Hills, Michigan 48326-2849
Attention: President
Telecopy No.: (248) 373-5700
with a copy to
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243-1668
Attention: Mark A. Metz, Esq.
Telecopy No.: (313) 568-6915
SECTION 10.03. Entire
_____________
dt 725855
|
Preview
Full Doc
| 2001 |
Credit Agreement
Credit Agreement (562K)
Doc #349516: Click preview link for longer preview.
CREDIT AGREEMENT
among
PROASSURANCE CORPORATION
Borrower
SOUTHTRUST BANK,
Lead Arranger, Syndication Agent, and Administrative Agent
BANK OF AMERICA, N.A.,
Co-Arranger
and
THE LENDERS NAMED HEREIN,
Lenders
$150,000,000
SENIOR SECURED CREDIT FACILITIES
DATED AS OF MAY 10, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C} {C}
SECTION 1 DEFINITIONS AND TERMS.
1.1 Definitions...................................................................................1
1.2 Number and Gender of Words; Other References.................................................15
1.3 Accounting Principles........................................................................15
SECTION 2 BORROWING PROVISIONS.
2.1 Revolver Facility............................................................................15
2.2 Term Loan Facility...........................................................................15
2.3 Terminations or Reductions of Commitments....................................................16
2.4 Borrowing Procedure..........................................................................16
SECTION 3 TERMS OF PAYMENT.
3.1 Loan Accounts, Notes, and Payments...........................................................17
3.2 Interest and Principal Payments..............................................................17
3.3 Optional and Mandatory Prepayments...........................................................17
3.4 Interest Options.............................................................................18
3.5 Quotation of Rates...........................................................................18
3.6 Default Rate.................................................................................18
3.7 Interest Recapture...........................................................................19
3.8 Interest Calculations........................................................................19
3.9 Maximum Rate.................................................................................19
3.10 Interest Periods.............................................................................19
3.11 Conversions..................................................................................19
3.12 Order of Application.........................................................................20
3.13 Sharing of Payments, Etc.....................................................................20
3.14 Offset.......................................................................................20
3.15 Booking Borrowings...........................................................................21
SECTION 4 CHANGE IN CIRCUMSTANCES.
4.1 Increased Cost and Reduced Return............................................................21
4.2 Limitation on Types of Loans.................................................................22
4.3 Illegality...................................................................................22
4.4 Treatment of Affected Loans..................................................................22
4.5 Compensation.................................................................................23
4.6 Taxes........................................................................................23
SECTION 5 FEES.
5.1 Treatment of Fees............................................................................24
5.2 Fees of Administrative Agent and Lead Arranger...............................................25
5.3 Revolver Facility Commitment Fees............................................................25
{/TABLE}
i
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{TABLE}
{S} {C} {C}
5.4 Up-Front Facilities Fee......................................................................25
SECTION 6 SECURITY.
6.1 Collateral...................................................................................25
6.2 Future Liens.................................................................................25
6.3 Release of Collateral........................................................................25
6.4 Negative Pledge..............................................................................26
6.5 Control; Limitation of Rights................................................................26
SECTION 7 CONDITIONS PRECEDENT.
7.1 Conditions Precedent to the Initial Borrowing................................................26
7.2 Conditions Precedent to a Permitted Acquisition..............................................26
7.3 Conditions Precedent to Each Borrowing.......................................................26
SECTION 8 REPRESENTATIONS AND WARRANTIES.
8.1 Purpose of Credit Facility...................................................................27
8.2 Existence, Good Standing, Authority, and Authorizations......................................27
8.3 Subsidiaries; Capital Stock..................................................................27
8.4 Authorization and Contravention..............................................................28
8.5 Binding Effect...............................................................................28
8.6 Financial Statements.........................................................................28
8.7 Litigation, Claims, Investigations...........................................................28
8.8 Taxes........................................................................................29
8.9 Environmental Matters........................................................................29
8.10 Employee Benefit Plans.......................................................................29
8.11 Properties; Liens............................................................................29
8.12 Government Regulations.......................................................................30
8.13 Transactions with Affiliates.................................................................30
8.14 Debt.........................................................................................30
8.15 Material Agreements..........................................................................30
8.16 Insurance....................................................................................30
8.17 Labor Matters................................................................................30
8.18 Solvency.....................................................................................30
8.19 Intellectual Property........................................................................30
8.20 Compliance with Laws.........................................................................30
8.21 Permitted Acquisitions; Intercompany Acquisitions............................................31
8.22 Regulation U.................................................................................31
8.23 Tradenames...................................................................................31
8.24 Year 2000....................................................................................31
8.25 Full Disclosure..............................................................................31
8.26 No Default...................................................................................31
8.27 Perfection of Security Interests.............................................................32
8.28 The Consolidation............................................................................32
SECTION 9 COVENANTS.
9.1 Use of Proceeds..............................................................................32
{/TABLE}
ii
{PAGE} 4
{TABLE}
{S} {C} {C}
9.2 Books and Records............................................................................32
9.3 Items to be Furnished........................................................................32
9.4 Inspections..................................................................................34
9.5 Taxes........................................................................................34
9.6 Payment of Obligations.......................................................................34
9.7 Maintenance of Existence, Assets, and Business...............................................34
9.8 Insurance....................................................................................35
9.9 Preservation and Protection of Rights........................................................35
9.10 Employee Benefit Plans.......................................................................35
9.11 Environmental Laws...........................................................................35
9.12 Debt and Guaranties..........................................................................35
9.13 Liens; Non-encumbrance Agreements............................................................36
9.14 Transactions with Affiliates.................................................................37
9.15 Compliance with Laws and Documents...........................................................37
9.16 Permitted Acquisitions and Collateral Documents.............................................37
9.17 Assignment...................................................................................37
9.18 Fiscal Year and Accounting Methods...........................................................37
9.19 Government Regulations.......................................................................37
9.20 Loans, Advances, and Investments.............................................................37
9.21 Distributions and Restricted Payments........................................................38
9.22 Restrictions on Subsidiaries.................................................................39
9.23 Sale of Assets...............................................................................39
9.24 Sale-Leaseback Financings....................................................................39
9.25 Mergers and Dissolutions; Sale of Capital Stock..............................................39
9.26 New Business.................................................................................39
9.27 Financial Hedges.............................................................................40
9.28 Affiliate Subordination Agreements...........................................................40
9.29 Amendments to Documents......................................................................40
9.30 Financial Covenants..........................................................................40
SECTION 10 DEFAULT.
10.1 Payment of Obligation........................................................................44
10.2 Covenants....................................................................................44
10.3 Debtor Relief................................................................................44
10.4 Judgments and Attachments....................................................................44
10.5 Government Action............................................................................44
10.6 Misrepresentation............................................................................45
10.7 Change of Control............................................................................45
10.8 Authorizations...............................................................................45
10.9 Default Under Other Debt and Agreements......................................................45
10.10 Validity and Enforceability of Loan Documents................................................45
10.11 Material Adverse Effect......................................................................45
10.12 Pledged Stock................................................................................45
10.13 Dissolution..................................................................................45
SECTION 11 RIGHTS AND REMEDIES.
11.1 Remedies Upon Default........................................................................45
11.2 Company Waivers..............................................................................46
11.3 Performance by Administrative Agent..........................................................46
11.4 Delegation of Duties and Rights..............................................................46
{/TABLE}
iii
{PAGE} 5
{TABLE}
{S} {C} {C}
11.5 Not in Control...............................................................................46
11.6 Course of Dealing............................................................................46
11.7 Cumulative Rights............................................................................46
11.8 Application of Proceeds......................................................................47
11.9 Certain Proceedings..........................................................................47
11.10 Limitation of Rights.........................................................................47
11.11 Expenditures by Lenders......................................................................47
11.12 INDEMNIFICATION..............................................................................47
SECTION 12 AGREEMENT AMONG LENDERS.
12.1 Administrative Agent.........................................................................48
12.2 Expenses.....................................................................................49
12.3 Proportionate Absorption of Losses...........................................................49
12.4 Delegation of Duties; Reliance...............................................................49
12.5 Limitation of Liability......................................................................49
12.6 Default; Collateral..........................................................................50
12.7 Limitation of Liability......................................................................51
12.8 Relationship of Lenders......................................................................51
12.9 Benefits of Agreement........................................................................51
12.10 Agents.......................................................................................52
12.11 Obligations Several..........................................................................52
12.12 Financial Hedges.............................................................................52
SECTION 13 MISCELLANEOUS.
13.1 Headings.....................................................................................52
13.2 Nonbusiness Days.............................................................................52
13.3 Communications...............................................................................52
13.4 Form and Number of Documents.................................................................53
13.5 Exceptions to Covenants......................................................................53
13.6 Survival.....................................................................................53
13.7 Governing Law................................................................................53
13.8 Invalid Provisions...........................................................................53
13.9 Entirety.....................................................................................53
13.10 Jurisdiction; Venue; Service of Process; Jury Trial..........................................53
13.11 Amendments, Consents, Conflicts, and Waivers.................................................54
13.12 Multiple Counterparts........................................................................55
13.13 Successors and Assigns; Assignments and Participations.......................................55
13.14 Confidentiality..............................................................................57
13.15 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances..................57
{/TABLE}
iv
{PAGE} 6
SCHEDULES AND EXHIBITS
{TABLE}
{S} {C} {C}
Schedule 1 - Consolidation Documents
Schedule 1A - Significant Subsidiaries
Schedule 2.1 - Lenders and Commitments
Schedule 7.1 - Conditions Precedent (Signing Date)
Schedule 7.1A - Conditions Precedent (Funding Date)
Schedule 7.2 - Conditions Precedent to Permitted Acquisition
Schedule 8.2 - Authorizations - Insurance Regulators
Schedule 8.3 - Capital Stock and Partnership Interests
Schedule 8.10 - Employee Benefit Plans
Schedule 8.23 - Tradenames
Schedule 9.12 - Existing Debt
Schedule 9.13 - Existing Liens
349516
|
ISDA
As referenced in this Credit Agreement:
ISDA – such Lender or other institution issuing a Financial
Hedge shall calculate its credit exposure in a reasonable and customary manner;
(ii) all documentation for such Financial Hedge shall conform to ISDA standards
and must be acceptable to Administrative Agent with respect to intercreditor
issues; (iii) if issued by any Lender or any Affiliate of a Lender to any
Company, the
_____________
dt 738660
;
AmSouth Bank
As referenced in this Credit Agreement:
AMSOUTH BANK
– T. Knudsen
--------------------------------------------------
Its Senior Vice President
--------------------------------------------------
BANK OF AMERICA, N.A.
as Co-Arranger and as Lender
By /s/ David B. Jackson
----------------------------------------------------
Name David B. Jackson
--------------------------------------------------
Its Senior Vice President
--------------------------------------------------
AMSOUTH BANK
By /s/ David A. Simmons
----------------------------------------------------
Name David A. Simmons
--------------------------------------------------
Its Senior Vice President
--------------------------------------------------
REGIONS BANK
By /s/ William D. Ritter
----------------------------------------------------
Name William D. Ritter
--------------------------------------------------
Its Vice President
--------------------------------------------------
{/TABLE}
61
{
_____________
AmSouth Bank – 000.00 20.000000% $ 30,000,000.00
600 Peachtree Street, N.E
Atlanta, GA 30308-2214
Attention: David Jackson
Telecopier number: (404) 607-6343
Confirmation number: (404) 607-5854
AmSouth Bank $ 6,666,667.00 16.666667% $ 18,333,333.00 16.666667% $ 25,000,000.00
1900 5th Avenue North
Birmingham, AL 35203
Attention: David Simmons
Telecopier number: (205)
_____________
dt 735765
;
|
BofA
As referenced in this Credit Agreement:
BANK OF AMERICA, N.A. – 1.txt
{DESCRIPTION}CREDIT AGREEMENT, DATED MAY 10, 2001
{TEXT}
{PAGE} 1
EXHIBIT 10.1
CREDIT AGREEMENT
among
PROASSURANCE CORPORATION
Borrower
SOUTHTRUST BANK,
Lead Arranger, Syndication Agent, and Administrative Agent
BANK OF AMERICA, N.A. ,
Co-Arranger
and
THE LENDERS NAMED HEREIN,
Lenders
$150,000,000
SENIOR SECURED CREDIT FACILITIES
DATED AS OF MAY 10, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{
_____________
BANK OF AMERICA, N.A. – in SECTION 1, "BORROWER"),
Lenders (defined below), SOUTHTRUST BANK, as Lead Arranger (defined below),
Syndication Agent (defined below) and Administrative Agent (defined below), for
itself and the other Lenders, and BANK OF AMERICA, N.A. , as Co-Arranger (defined
below).
RECITALS
A. Affiliates of Medical Assurance, Inc., a Delaware corporation
("MAI"), and Professionals Group, Inc., a Michigan corporation ("PICM"), have
formed Borrower to serve
_____________
Bank of America, N.A. – or
(b) After the Funding Date, Borrower ceases to own 100%
of the issued and outstanding capital stock of, or other ownership interests in,
MAI or PICM.
CO-ARRANGER means Bank of America, N.A. , and its successors and
assigns, in its capacity as co-arranger under the Loan Documents.
CODE means the Internal Revenue Code of 1986, as amended, together with
the rules
_____________
BANK OF AMERICA, N.A. – Number: (205) 877-4400 --------------------------------------------------
LENDERS:
SOUTHTRUST BANK
as Lead Arranger, as Administrative Agent,
as Syndication Agent,
and as Lender
By /s/ T. Knudsen
----------------------------------------------------
Name T. Knudsen
--------------------------------------------------
Its Senior Vice President
--------------------------------------------------
BANK OF AMERICA, N.A.
as Co-Arranger and as Lender
By /s/ David B. Jackson
----------------------------------------------------
Name David B. Jackson
--------------------------------------------------
Its Senior Vice President
--------------------------------------------------
AMSOUTH BANK
By /s/ David A. Simmons
----------------------------------------------------
Name David A.
_____________
Bank of America, Na – Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent and Administrative Agent, and Bank of America, Na tional Association, as
Co-Arranger (as the same may be amended and modified from time to time, the
"Credit Agreement"). Terms defined in the Credit Agreement are used herein with
_____________
dt 749703
;
BNY
As referenced in this Credit Agreement:
Bank of New York – transactions with member banks of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate
_____________
dt 708719
;
More... |
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Full Doc
| 2004 |
Declaration of Trust [Amended and Restated]
Declaration of Trust [Amended and Restated] (283K)
Doc #349447: Click preview link for longer preview.
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
PROASSURANCE CAPITAL TRUST II
Dated as of May 12, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I INTERPRETATION AND DEFINITIONS 1
SECTION 1.1 Definitions............................................................................... 1
ARTICLE II LIST OF HOLDERS; EVENTS OF DEFAULT 9
SECTION 2.1 Lists of Holders of Securities............................................................ 9
SECTION 2.2 Events of Default; Waiver................................................................. 9
SECTION 2.3 Event of Default; Notice.................................................................. 11
ARTICLE III ORGANIZATION 11
SECTION 3.1 Name...................................................................................... 11
SECTION 3.2 Office.................................................................................... 11
SECTION 3.3 Purposes.................................................................................. 12
SECTION 3.4 Authority................................................................................. 12
SECTION 3.5 Title to Property of the Trust............................................................ 12
SECTION 3.6 Powers and Duties of the Regular Trustees................................................. 12
SECTION 3.7 Prohibition of Actions by the Trust and the Trustees...................................... 15
SECTION 3.8 Powers and Duties of the Institutional Trustee............................................ 15
SECTION 3.9 Certain Duties and Responsibilities of the Institutional Trustee.......................... 17
SECTION 3.10 Certain Rights of the Institutional Trustee............................................... 19
SECTION 3.11 Delaware Trustee.......................................................................... 21
SECTION 3.12 Execution of Documents.................................................................... 21
SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.................................... 22
SECTION 3.14 Duration of Trust......................................................................... 22
SECTION 3.15 Mergers................................................................................... 22
ARTICLE IV SPONSOR 24
SECTION 4.1 Sponsor's Purchase of Common Securities................................................... 24
SECTION 4.2 Responsibilities of the Sponsor........................................................... 24
SECTION 4.3 Right to Proceed.......................................................................... 24
SECTION 4.4 Expenses.................................................................................. 25
ARTICLE V TRUSTEES 26
SECTION 5.1 Number of Trustees........................................................................ 26
SECTION 5.2 Delaware Trustee.......................................................................... 26
SECTION 5.3 Institutional Trustee; Eligibility........................................................ 26
SECTION 5.4 Certain Qualifications of the Regular Trustees and the Delaware Trustee Generally......... 27
SECTION 5.5 Regular Trustees.......................................................................... 27
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
SECTION 5.6 Appointment, Removal and Resignation of Trustees.......................................... 28
SECTION 5.7 Vacancies among Trustees.................................................................. 29
SECTION 5.8 Effect of Vacancies....................................................................... 30
SECTION 5.9 Meetings.................................................................................. 30
SECTION 5.10 Delegation of Power....................................................................... 30
SECTION 5.11 Merger, Conversion, Consolidation or Succession to Business............................... 30
ARTICLE VI DISTRIBUTIONS 31
SECTION 6.1 Distributions............................................................................. 31
ARTICLE VII ISSUANCE OF SECURITIES 31
SECTION 7.1 General Provisions Regarding Securities................................................... 31
SECTION 7.2 Paying Agent.............................................................................. 32
SECTION 7.3 Outstanding Preferred Securities.......................................................... 33
ARTICLE VIII DISSOLUTION AND TERMINATION OF TRUST 33
SECTION 8.1 Dissolution and Termination of Trust...................................................... 33
ARTICLE IX TRANSFER OF INTERESTS 34
SECTION 9.1 Transfer of Securities.................................................................... 34
SECTION 9.2 Transfer of Certificates.................................................................. 35
SECTION 9.3 Deemed Security Holders................................................................... 38
SECTION 9.4 Mutilated, Destroyed, Lost or Stolen Certificates......................................... 39
ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS 39
SECTION 10.1 Liability................................................................................. 39
SECTION 10.2 Exculpation............................................................................... 40
SECTION 10.3 Fiduciary Duty............................................................................ 40
SECTION 10.4 Indemnification........................................................................... 41
SECTION 10.5 Outside Businesses........................................................................ 44
SECTION 10.6 Compensation; Fees........................................................................ 44
ARTICLE XI ACCOUNTING 45
SECTION 11.1 Fiscal Year............................................................................... 45
SECTION 11.2 Certain Accounting Matters and Reports.................................................... 45
SECTION 11.3 Banking................................................................................... 46
SECTION 11.4 Withholding............................................................................... 46
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
ARTICLE XII AMENDMENTS AND MEETINGS 47
SECTION 12.1 Amendments................................................................................ 47
SECTION 12.2 Meetings of the Holders of Securities; Action by Written Consent.......................... 48
ARTICLE XIII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE 50
SECTION 13.1 Representations and Warranties of Institutional Trustee................................... 50
SECTION 13.2 Representations and Warranties of Delaware Trustee........................................ 51
ARTICLE XIV MISCELLANEOUS 51
SECTION 14.1 Notices................................................................................... 51
SECTION 14.2 Governing Law............................................................................. 52
SECTION 14.3 Submission to Jurisdiction................................................................ 53
SECTION 14.4 Intention of the Parties.................................................................. 53
SECTION 14.5 Table of Contents, Headings, etc.......................................................... 53
SECTION 14.6 Successors and Assigns.................................................................... 53
SECTION 14.7 Partial Enforceability.................................................................... 53
SECTION 14.8 Counterparts.............................................................................. 53
ANNEX I -- Terms of Preferred Securities and Common Securities............................................ A-1
Exhibit A-1 -- Form of Preferred Security Certificate .................................................... A1-1
Exhibit A-2 -- Form of Common Security Certificate ....................................................... A2-1
Exhibit B -- QIB Transferee Certificate................................................................... B-1
Exhibit C -- Accredited Investor Transferee Certificate................................................... C-1
Exhibit D -- Offshore Transferee Certificate.............................................................. D-1
Exhibit E -- Form of Quarterly Officer's Certificate...................................................... E-1
{/TABLE}
iii
{PAGE}
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
PROASSURANCE CAPITAL TRUST II
May 12, 2004
THIS AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") is dated
and effective as of May 12, 2004 by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the assets of the Trust to be issued pursuant to this
Declaration.
WHEREAS, certain of the Trustees and ProAssurance Corporation, as
Sponsor, Common Securities Holder and Debenture Issuer, established ProAssurance
Capital Trust II (the "Trust"), a statutory trust under the Statutory Trust Act
(as defined herein), pursuant to a Declaration of Trust, dated as of April 22,
2004 (the "Original Declaration"), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on April 22, 2004 (the "Certificate
of Trust") for the purpose of issuing and selling Securities (as defined herein)
and investing the proceeds therefrom in Debentures of the Debenture Issuer (each
as defined herein); and
WHEREAS, as of the date hereof, no Securities have been issued; and
WHEREAS, the parties hereto, by this Declaration, hereby amend and
restate each and every term and provision of the Original Declaration.
NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitutes the governing instrument of such statutory trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the Holders, subject to the provisions of this
Declaration.
ARTICLE I
INTERPRETATION AND DEFINITIONS
SECTION 1.1 Definitions.
Unless the context otherwise requires:
(a) capitalized terms used in this Declaration but not defined in
the preamble above have the respective meanings assigned to them in this Section
1.1;
(b) a term defined anywhere in this Declaration has the same
meaning throughout;
(c) all references to "the Declaration" or "this Declaration" are
to this Declaration as modified, supplemented or amended from time to time;
(d) all references in this Declaration to Articles, Sections,
Annexes and Exhibits are to Articles and Sections of, and Annexes and Exhibits
to, this Declaration;
{PAGE}
(e) a term defined in the Trust Indenture Act has the same meaning
when used in this Declaration unless otherwise defined in this Declaration or
unless the context otherwise requires; and
(f) a reference to the singular includes the plural and vice
versa.
"Additional Tax Sums" has the meaning set forth in Section 2(g) of
Annex I.
349447
| |
Morgan Stanley
As referenced in this Declaration of Trust [Amended and Restated]:
Morgan Stanley & Co. – the "Closing Date as defined in the FTN
Purchase Agreement.
"FTN Purchase Agreement" means the Purchase and Placement Agreement
dated as of May 11, 2004 among the Trust, the Sponsor, Morgan Stanley & Co.
Incorporated, Cochran, Caronia & Co. and FTN.
"Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner thereof within the
_____________
Morgan Stanley & Co. – the ICONS Purchase
Agreement, the date defined as the "Closing Date" in such Purchase Agreement.
"ICONS Purchase Agreement" means the proposed Purchase and Placement
Agreement among the Trust, the Sponsor, Morgan Stanley & Co. Incorporated,
Cochran, Caronia Securities LLC and ICONS.
"Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.
"Indenture" means the Indenture, dated as of the FTN Closing
_____________
Morgan Stanley & Co. – the Sandler Purchase
Agreement, the date defined as the "Closing Date" in such Purchase Agreement.
"Sandler Purchase Agreement" means the proposed Purchase and Placement
Agreement among the Trust, the Sponsor, Morgan Stanley & Co. Incorporated,
Cochran, Caronia & Co. and Sandler.
"Securities" means the Common Securities and the Preferred Securities.
"Securities Act" means the Securities Act of 1933, as amended from time
to time,
_____________
dt 732770
|
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| 2004 |
Declaration of Trust [Amended and Restated]
Declaration of Trust [Amended and Restated] (278K)
Doc #349457: Click preview link for longer preview.
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
PROASSURANCE CAPITAL TRUST I
Dated as of April 29, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I INTERPRETATION AND DEFINITIONS 1
SECTION 1.1 Definitions............................................................. 1
ARTICLE II LIST OF HOLDERS; EVENTS OF DEFAULT 8
SECTION 2.1 Lists of Holders of Securities.......................................... 8
SECTION 2.2 Events of Default; Waiver............................................... 8
SECTION 2.3 Event of Default; Notice................................................ 10
ARTICLE III ORGANIZATION 11
SECTION 3.1 Name.................................................................... 11
SECTION 3.2 Office.................................................................. 11
SECTION 3.3 Purposes................................................................ 11
SECTION 3.4 Authority............................................................... 11
SECTION 3.5 Title to Property of the Trust.......................................... 12
SECTION 3.6 Powers and Duties of the Regular Trustees............................... 12
SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.................... 14
SECTION 3.8 Powers and Duties of the Institutional Trustee.......................... 15
SECTION 3.9 Certain Duties and Responsibilities of the Institutional Trustee........ 17
SECTION 3.10 Certain Rights of the Institutional Trustee............................. 19
SECTION 3.11 Delaware Trustee........................................................ 21
SECTION 3.12 Execution of Documents.................................................. 21
SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.................. 21
SECTION 3.14 Duration of Trust....................................................... 21
SECTION 3.15 Mergers................................................................. 21
ARTICLE IV SPONSOR 23
SECTION 4.1 Sponsor's Purchase of Common Securities................................. 23
SECTION 4.2 Responsibilities of the Sponsor......................................... 23
SECTION 4.3 Right to Proceed........................................................ 24
SECTION 4.4 Expenses................................................................ 24
ARTICLE V TRUSTEES 25
SECTION 5.1 Number of Trustees...................................................... 25
SECTION 5.2 Delaware Trustee........................................................ 25
SECTION 5.3 Institutional Trustee; Eligibility...................................... 26
SECTION 5.4 Certain Qualifications of the Regular Trustees and the Delaware
Trustee Generally..................................................... 26
SECTION 5.5 Regular Trustees........................................................ 26
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
SECTION 5.6 Appointment, Removal and Resignation of Trustees........................ 27
SECTION 5.7 Vacancies among Trustees................................................ 29
SECTION 5.8 Effect of Vacancies..................................................... 29
SECTION 5.9 Meetings................................................................ 29
SECTION 5.10 Delegation of Power..................................................... 29
SECTION 5.11 Merger, Conversion, Consolidation or Succession to Business............. 30
ARTICLE VI DISTRIBUTIONS 30
SECTION 6.1 Distributions........................................................... 30
ARTICLE VII ISSUANCE OF SECURITIES 30
SECTION 7.1 General Provisions Regarding Securities................................. 30
SECTION 7.2 Paying Agent............................................................ 32
SECTION 7.3 Outstanding Preferred Securities........................................ 32
ARTICLE VIII DISSOLUTION AND TERMINATION OF TRUST 33
SECTION 8.1 Dissolution and Termination of Trust.................................... 33
ARTICLE IX TRANSFER OF INTERESTS 34
SECTION 9.1 Transfer of Securities.................................................. 34
SECTION 9.2 Transfer of Certificates................................................ 34
SECTION 9.3 Deemed Security Holders................................................. 38
SECTION 9.4 Mutilated, Destroyed, Lost or Stolen Certificates....................... 38
ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS 38
SECTION 10.1 Liability............................................................... 38
SECTION 10.2 Exculpation............................................................. 39
SECTION 10.3 Fiduciary Duty.......................................................... 39
SECTION 10.4 Indemnification......................................................... 40
SECTION 10.5 Outside Businesses...................................................... 43
SECTION 10.6 Compensation; Fees...................................................... 44
ARTICLE XI ACCOUNTING 44
SECTION 11.1 Fiscal Year............................................................. 44
SECTION 11.2 Certain Accounting Matters and Reports.................................. 44
SECTION 11.3 Banking................................................................. 45
SECTION 11.4 Withholding............................................................. 46
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
ARTICLE XII AMENDMENTS AND MEETINGS 46
SECTION 12.1 Amendments.............................................................. 46
SECTION 12.2 Meetings of the Holders of Securities; Action by Written Consent........ 48
ARTICLE XIII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE 49
SECTION 13.1 Representations and Warranties of Institutional Trustee................. 49
SECTION 13.2 Representations and Warranties of Delaware Trustee...................... 50
ARTICLE XIV MISCELLANEOUS 51
SECTION 14.1 Notices................................................................. 51
SECTION 14.2 Governing Law........................................................... 52
SECTION 14.3 Submission to Jurisdiction.............................................. 52
SECTION 14.4 Intention of the Parties................................................ 52
SECTION 14.5 Table of Contents, Headings, etc........................................ 52
SECTION 14.6 Successors and Assigns.................................................. 53
SECTION 14.7 Partial Enforceability.................................................. 53
SECTION 14.8 Counterparts............................................................ 53
ANNEX I -- Terms of Preferred Securities and Common Securities.............................. A-1
Exhibit A-1 -- Form of Preferred Security Certificate ...................................... A1-1
Exhibit A-2 -- Form of Common Security Certificate ......................................... A2-1
Exhibit B -- QIB Transferee Certificate.................................................... B-1
Exhibit C -- Accredited Investor Transferee Certificate.................................... C-1
Exhibit D -- Offshore Transferee Certificate................................................ D-1
Exhibit E -- Form of Quarterly Officer's Certificate........................................ E-1
{/TABLE}
iii
{PAGE}
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
PROASSURANCE CAPITAL TRUST I
April 29, 2004
THIS AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") is dated
and effective as of April 29, 2004 by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the assets of the Trust to be issued pursuant to this
Declaration.
WHEREAS, certain of the Trustees and ProAssurance Corporation, as
Sponsor, Common Securities Holder and Debenture Issuer, established ProAssurance
Capital Trust I (the "Trust"), a statutory trust under the Statutory Trust Act
(as defined herein), pursuant to a Declaration of Trust, dated as of April 22,
2004 (the "Original Declaration"), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on April 22, 2004 (the "Certificate
of Trust") for the purpose of issuing and selling Securities (as defined herein)
and investing the proceeds therefrom in Debentures of the Debenture Issuer (each
as defined herein); and
WHEREAS, as of the date hereof, no Securities have been issued; and
WHEREAS, the parties hereto, by this Declaration, hereby amend and
restate each and every term and provision of the Original Declaration.
NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitutes the governing instrument of such statutory trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the Holders, subject to the provisions of this
Declaration.
ARTICLE I
INTERPRETATION AND DEFINITIONS
SECTION 1.1 Definitions.
Unless the context otherwise requires:
(a) capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;
(b) a term defined anywhere in this Declaration has the same meaning
throughout;
(c) all references to "the Declaration" or "this Declaration" are to
this Declaration as modified, supplemented or amended from time to time;
(d) all references in this Declaration to Articles, Sections, Annexes
and Exhibits are to Articles and Sections of, and Annexes and Exhibits to, this
Declaration;
{PAGE}
(e) a term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this Declaration or unless
the context otherwise requires; and
(f) a reference to the singular includes the plural and vice versa.
"Additional Tax Sums" has the meaning set forth in Section 2(g) of
Annex I.
"Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote, 10% or
more of the outstanding Voting Securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding Voting
Securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
349457
| |
Morgan Stanley
As referenced in this Declaration of Trust [Amended and Restated]:
Morgan Stanley & Co. – Pro Rata" has the meaning set forth in Section 8 of Annex I.
"Purchase Agreement" means the Purchase Agreement dated as of April 26,
2004 among the Trust, the Sponsor, Morgan Stanley & Co. Incorporated, Cochran,
Caronia & Co. and Dekania.
"QIB" means a "qualified institutional buyer" as that term is defined
in Rule 144A.
"Quorum" means a majority of the Regular Trustees or,
_____________
dt 732772
|
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| 2000 |
Bylaws
Bylaws (64K)
Doc #349553: Click preview link for longer preview.
BY-LAWS
OF
PROASSURANCE CORPORATION
ARTICLE I
OFFICES
SECTION 1. The registered office of ProAssurance Corporation (herein
called the "Corporation"), in the State of Delaware shall be in the City of
Wilmington, County of New Castle, State of Delaware.
SECTION 2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the . . .
349553
| | |
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| 2002 |
Employment Agreement
Employment Agreement (43K)
Doc #349493: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made and entered into by and between MUTUAL
ASSURANCE SOCIETY OF ALABAMA, an Alabama mutual insurance company (the
"Employer"), and A. DERRILL CROWE, M.D., an individual (the "Employer");
WITNESSETH THAT:
WHEREAS, Employer desires to employ Employee, and Employee is willing to
accept employment, on the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, Employer and Employee hereby agree as follows:
1. Prior Agreements. This Agreement supersedes all prior agreements and
understandings, including, without limitation, any and all Consultant
Agreements and Employment Agreements, oral or written, between the parties
hereto relative to the employment of Employee by Employer.
2. Employment. Employer hereby employs Employee, and Employee hereby
accepts employment, upon the terms and conditions hereinafter set forth.
3. Term. This Agreement shall extend for an initial term of one (1) year
from January 1, 1982 and ending December 31, 1982. The Agreement shall be
automatically renewed for a second term of two (2) years, commencing January 1,
1983, and ending December 31, 1984, unless on or before December 1, 1982,
either party shall elect not to renew the Agreement by giving written notice to
the other party of such election. Thereafter, the Agreement shall be
automatically renewed for successive terms of three (3) calendar years each,
unless either party hereto shall have elected not to renew the Agreement for any
additional term by giving written notice to the other party of such election at
least thirty (30) days prior to the commencement of any such renewal term.
{PAGE}
The above provisions notwithstanding, however, this Agreement may be terminated
during any term hereof on the conditions set forth in paragraph 10 of this
Agreement.
4. Duties. Employee is engaged as President and Principal
Executive Officer of Employer to provide, subject to control of the Board of
Directors of Employer, supervision, coordination and control of the business and
insurance activities of Employer and its subsidiaries, their executive and
supervisory personnel, and the outside firms, consultants and the like who have
been engaged to furnish services and advice to Employer and its subsidiaries
("Primary Duties") and to perform such other duties related to the Primary
Duties as may be required by the Board of Directors or as set forth in the
By-Laws of Employer. The precise duties of Employee may be expanded or curtailed
to a reasonable extent under the direction of the Board of Directors of
Employer. However, the Primary Duties of Employee shall not be substantially
modified except by amendment to this Agreement.
5. Extent of Services.
(a) Employee agrees to devote his full time, attention,
skill and efforts during normal working hours of Employer and of Employee's
medical practice employer(s) to the performance of his duties under this
Agreement and to the practice of medicine, with due allowance to Employer for
time off for vacation, continuing education and illness and for the performance
of services for reasonable amounts of time for civic, charitable and
professional organizations.
(b) It is understood and agreed that the principal
occupation of Employee is currently the practice of medicine. This Agreement has
been made and entered into with full understanding that Employee may continue to
engage in the practice of medicine and that nothing herein shall be construed to
limit Employee in carrying on the practice of medicine or to require him to
carry on the practice of medicine so long as he shall faithfully perform
- 2 -
{PAGE}
his duties under this Agreement with energy, skill and diligence commensurate
with his responsibilities.
6. Working Facilities. Employee shall be furnished with a private
office, stenographic help, and such other facilities and services as shall be
suitable to his position and adequate for the performance of his duties.
7. Expenses. Employer shall pay and be responsible for, or
reimburse Employee if he pays for, all expense reasonably and necessarily
incurred by Employee in the performance of his duties as set forth in this
Agreement. Such expenses shall include, but shall not be limited to, the
following:
(a) Expense of furnishing, repairing, maintaining and
operating an automobile for use by Employee in connection with his
employment hereunder;
(b) Reasonable and accountable entertainment expenses
incurred or expended by Employee in promotion of Employer's business
and in the performance of Employee's duties hereunder.
(c) Reasonable and accountable expenses for
transportation, lodging, accommodations, meals and other expenses
incurred by Employee when his duties require him to travel out of
Jefferson County, Alabama.
8. Compensation.
(a) For each calendar year during the term of this
Agreement, Employee's annual compensation from Employer ("Basic Annual
Compensation") shall equal the difference between $300,000.00 and
Employee's "Medical Practice Earnings" (as defined in paragraph (b)
below) for such year; provided, however, that Employee's Basic Annual
Compensation shall not be less than $60,000.00 nor more than
$100,000.00 for any such calendar year.
(b) The term "Medical Practice Earnings" shall mean (A)
the aggregate amount of salary and bonuses received by Employee during
the applicable calendar year from his medical practice employers,
before deductions for income taxes or other withholdings, as
compensation for services rendered in the practice of medicine; (B)
the aggregate amount of any disability insurance benefits received by
- 3 -
{PAGE}
Employee during such year from such disability insurance or plans as may have
been provided for Employee by his medical practice employers; and, (C) an amount
equal to the aggregate amount of any profit sharing or pension plan
contributions that will be required to be credited, or that shall have been
credited, to Employee's accounts under the provisions of any qualified profit
sharing or pension plan of which Employee shall be an eligible participant with
respect to his Medical Practice Earnings. As soon as practicable after December
15 in each calendar year, commencing with the year 1982, Employee will send to
Employer a statement of Employee's Medical Practice Earnings for such year, as
349493
| | A. Derrill Crowe
|
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| 2007 |
Employment Agreement
Employment Agreement (99K)
Doc #2884242: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into by
and between ProAssurance Corporation, a Delaware corporation ("ProAssurance")
and W. Stancil Starnes, an individual (the "Executive") as of May 1, 2007 (the
"Commencement Date"). This Agreement is offered by ProAssurance to induce the
Executive to accept employment. ProAssurance and the Executive, each intending
to be legally bound by the terms hereof, agree as follows:
1. Employment Term. ProAssurance . . .
2884242
| | |
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| 2007 |
Employment Agreement
Employment Agreement (49K)
Doc #3207356: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
This Employment Agreement (the "Agreement") is made and entered into by and
between ProAssurance Corporation, a Delaware corporation ("ProAssurance") and A.
Derrill Crowe, an individual ("Crowe") effective as of July 1, 2007 (the
"Commencement Date").
RECITALS:
---------
Crowe has served as the chief executive officer of ProAssurance and . . .
3207356
| | |
Preview
Full Doc
| 2008 |
Employment Agreement
Employment Agreement (41K)
Doc #3739450: Click preview link for longer preview.
3739450
| | |
Preview
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| 2004 |
Floating Rate Junior Subordinated Debenture
Floating Rate Junior Subordinated Debenture (24K)
Doc #349454: Click preview link for longer preview.
PROASSURANCE CORPORATION
FLOATING RATE JUNIOR SUBORDINATED DEBENTURE DUE 2034
$13,403,000
ProAssurance Corporation, a Delaware corporation (the "Company", which
term includes any successor entity under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Wilmington Trust Company, as
Institutional Trustee for ProAssurance Capital Trust I or registered assigns,
the principal sum of thirteen million four hundred three thousand dollars
($13,403,000) on April 29, 2034, unless redeemed by the Company prior to the
Stated Maturity in accordance with the terms specified herein and in the
Indenture. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Indenture. The Company further
promises to pay interest on said principal sum from April 29, 2004, or from the
most recent Interest Payment Date (as defined below) to which interest has been
paid or duly provided for, quarterly (subject to deferral as set forth herein)
in arrears on February 15, May 15, August 15 and November 15 of each year
commencing August 15, 2004 (each, an "Interest Payment Date"), at a rate per
annum with respect to such Interest Payment Period (the "Interest Rate") equal
to LIBOR as determined on the Determination Date with respect to such Interest
Payment Period, plus 3.85% (provided, that the Interest Rate for any Interest
Payment Period prior to the Interest Payment Period commencing on the Interest
Payment Date on May 15, 2009 may not exceed 12.5% per annum and, provided
further, that the Interest Rate for any Interest Payment Period shall not exceed
the highest rate permitted by New York law, as the same may be modified by
United States law of general applicability) until the principal hereof shall
have become due and payable, and on any overdue principal and (to the extent
enforceable under applicable law) on any overdue interest at the then applicable
Interest Rate, compounded quarterly.
The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year and the actual number of days elapsed in
such Interest Payment Period.
In the event that any Interest Payment Date is not a Business Day, then
any interest payable on such date will be paid on, and such Interest Payment
Date will be moved to, the next succeeding Business Day, and additional interest
will accrue for each day that such payment is delayed as a result thereof,
except that, if such next Business Day is in the next succeeding calendar month,
such payment shall be made on the preceding Business Day, in each case with the
same force and effect as if made on the date such payment otherwise would have
been payable; provided, however, that in the event that the Stated Maturity date
or earlier redemption date is not a Business Day, then payment of principal,
interest and premium (if any) payable on such date will be made on the next
Business Day (and without any additional accrual of interest or other payment in
respect of any such delay).
The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the
349454
| | |
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| 2003 |
Indemnification Agreement
Indemnification Agreement (18K)
Doc #349484: Click preview link for longer preview.
PROASSURANCE CORPORATION
INDEMNIFICATION AGREEMENT
THIS Agreement is made effective as of the ____ day of _____________,
200_, by and between ProAssurance Corporation, a Delaware corporation (the
"Company"), and _____________ ("Indemnitee").
Recitals
WHEREAS, the Company has adopted Bylaws (the "Bylaws") which provide
for the indemnification of the directors, officers, agents, and employees of the
Company in accordance with Section 145 of the General Corporation Laws of
Delaware (the "State Statute");
WHEREAS, the State Statute provides that it is not exclusive, and thus
contemplates that contracts may be entered into between the Company and the
members of its Board of Directors and Officers and employees of the Company with
respect to the indemnification of such individuals;
WHEREAS, developments with respect to the terms, cost and availability
of directors' and officers' liability insurance ("Liability Insurance") have
raised questions regarding the adequacy and reliability of the protection
afforded to directors and officers thereby; and
WHEREAS, in order to resolve such questions and thereby induce the
Indemnitee to continue to perform services on behalf of the Company, the Company
has determined and agreed to enter into this contract with the Indemnitee.
Agreement
NOW, THEREFORE, in consideration of and for the Indemnitee's agreement
to serve as a director, associate committee member, officer, employee or agent
of the Company, and to render service on behalf of the Company, the parties
agree as follows:
1. Liability Insurance. The Company, as of the date of this
Agreement, has acquired a Liability Insurance policy. The Company shall use
reasonable efforts to maintain Liability Insurance during the term of this
Agreement, but shall not be required to continue to maintain Liability Insurance
if in the sole business judgment of the directors then in office, (i) the
premium cost for such insurance is excessive, (ii) the premium cost for such
insurance is not reasonably related to the amount of coverage provided, of (iii)
the coverage provided by such insurance is so limited by its terms and
exclusions or otherwise that sufficient benefit is not derived therefrom.
2. Indemnity. The Company agrees to indemnify and reimburse
Indemnitee to the full extent authorized and permitted by the provisions of the
Bylaws of the Company and the laws of the State of Delaware, and by any
amendment thereof, authorizing or permitting such indemnification which is
adopted after the date hereof.
{PAGE}
3. Additional Indemnity.
(a) Subject only to the exclusions set forth in Section 4
hereof, the Company shall indemnify and reimburse Indemnitee under any
circumstances where Indemnitee was or is a party or is threatened to be made a
party to a threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative and whether formal or
informal, including an action by or in the right of the corporation, by reason
of the fact that he or she is or was a director, associate committee member,
officer, employee, or agent of the Company, or is or was serving at the request
of the Company as a director, associate committee member, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, whether for profit or
not, against reasonable expenses, including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit, or proceeding, if
Indemnitee acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Company or its shareholders or
policyholders, and with respect to a criminal action or proceeding, if
Indemnitee had no reasonable cause to believe his or her conduct was unlawful.
The termination of an action, suit, or proceeding by judgment, order,
349484
| | |
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| 2004 |
Indenture
Indenture (238K)
Doc #349449: Click preview link for longer preview.
INDENTURE
BETWEEN
PROASSURANCE CORPORATION
AND
WILMINGTON TRUST COMPANY
AS TRUSTEE
DATED AS OF MAY 12, 2004
FLOATING RATE JUNIOR SUBORDINATED DEBENTURES DUE 2034
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
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{S} {C}
ARTICLE I DEFINITIONS 1
Section 1.01 Definitions.......................................................................... 1
ARTICLE II SECURITIES 8
Section 2.01 Principal Amount; Maturity........................................................... 8
Section 2.02 Form of Securities................................................................... 8
Section 2.03 Form of Trustee's Certificate of Authentication...................................... 9
Section 2.04 Authentication and Dating............................................................ 9
Section 2.05 Date and Denomination of Securities.................................................. 9
Section 2.06 Execution of Securities.............................................................. 11
Section 2.07 Exchange and Registration of Transfer of Securities.................................. 11
Section 2.08 Mutilated, Destroyed, Lost or Stolen Securities...................................... 14
Section 2.09 Temporary Securities................................................................. 15
Section 2.10 Cancellation of Securities Paid, etc................................................. 15
Section 2.11 Interest............................................................................. 16
Section 2.12 Deferral of Interest Payments........................................................ 17
Section 2.13 CUSIP Number......................................................................... 17
ARTICLE III PARTICULAR COVENANTS OF THE COMPANY 18
Section 3.01 Payment of Principal, Premium, if any, and Interest.................................. 18
Section 3.02 Offices for Notices and Payments, etc................................................ 18
Section 3.03 Appointments to Fill Vacancies in Trustee's Office................................... 19
Section 3.04 Provisions as to Paying Agent........................................................ 19
Section 3.05 Certificate to Trustee............................................................... 19
Section 3.06 Compliance with Consolidation Provisions............................................. 20
Section 3.07 Limitations on Dividends; Etc........................................................ 20
Section 3.08 Covenants as to the Trust............................................................ 20
Section 3.09 Notice of Default.................................................................... 21
ARTICLE IV SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 21
Section 4.01 Securityholders' Lists............................................................... 21
Section 4.02 Preservation and Disclosure of Lists................................................. 21
Section 4.03 Reports by Company................................................................... 22
Section 4.04 Financial and Other Information Under Certain Circumstances.......................... 23
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 24
Section 5.01 Events of Default.................................................................... 24
Section 5.02 Payment of Securities on Default; Suit Therefor...................................... 26
Section 5.03 Application of Moneys Collected by Trustee........................................... 27
Section 5.04 Proceedings by Securityholders....................................................... 28
Section 5.05 Proceedings by Trustee............................................................... 28
Section 5.06 Remedies Cumulative and Continuing................................................... 29
Section 5.07 Direction of Proceedings and Waiver of Defaults by Majority of Securityholders....... 29
Section 5.08 Notice of Defaults................................................................... 30
Section 5.09 Undertaking to Pay Costs............................................................. 30
Section 5.10 Delay or Omission Not Waiver......................................................... 30
ARTICLE VI CONCERNING THE TRUSTEE 31
Section 6.01 Duties and Responsibilities of Trustee............................................... 31
Section 6.02 Reliance on Documents, Opinions, etc................................................. 32
Section 6.03 No Responsibility for Recitals, etc.................................................. 33
Section 6.04 Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
May Own Securities................................................................... 34
Section 6.05 Moneys to be Held in Trust........................................................... 34
Section 6.06 Compensation and Expenses of Trustee................................................. 34
Section 6.07 Officers' Certificate as Evidence.................................................... 35
Section 6.08 Conflicting Interest of Trustee...................................................... 35
Section 6.09 Eligibility of Trustee............................................................... 35
Section 6.10 Resignation or Removal of Trustee.................................................... 36
Section 6.11 Acceptance by Successor Trustee...................................................... 37
Section 6.12 Succession by Merger, etc............................................................ 37
Section 6.13 Authenticating Agents................................................................ 38
ARTICLE VII CONCERNING THE SECURITYHOLDERS 39
Section 7.01 Action by Securityholders............................................................ 39
Section 7.02 Proof of Execution by Securityholders................................................ 39
Section 7.03 Who Are Deemed Absolute Owners....................................................... 40
Section 7.04 Securities Owned by Company Deemed Not Outstanding................................... 40
Section 7.05 Revocation of Consents; Future Holders Bound......................................... 40
ARTICLE VIII SECURITYHOLDERS' MEETINGS 41
Section 8.01 Purposes of Meetings................................................................. 41
Section 8.02 Call of Meetings by Trustee.......................................................... 41
Section 8.03 Call of Meetings by Company or Securityholders....................................... 41
Section 8.04 Qualifications for Voting............................................................ 41
Section 8.05 Regulations.......................................................................... 42
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
Section 8.06 Voting............................................................................... 42
ARTICLE IX SUPPLEMENTAL INDENTURES 43
Section 9.01 Supplemental Indentures without Consent of Securityholders........................... 43
Section 9.02 Supplemental Indentures with Consent of Securityholders.............................. 44
Section 9.03 Notation on Securities............................................................... 45
Section 9.04 Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee.......... 45
ARTICLE X CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 45
Section 10.01 Company May Consolidate, etc., on Certain Terms..................................... 45
Section 10.02 Successor Entity to be Substituted for Company...................................... 46
Section 10.03 Opinion of Counsel to be Given to Trustee........................................... 47
ARTICLE XI SATISFACTION AND DISCHARGE OF INDENTURE 47
Section 11.01 Discharge of Indenture.............................................................. 47
Section 11.02 Deposited Moneys to be Held in Trust by Trustee..................................... 47
Section 11.03 Paying Agent to Repay Moneys Held................................................... 48
Section 11.04 Return of Unclaimed Moneys.......................................................... 48
ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 48
Section 12.01 Indenture and Securities Solely Entity Obligations.................................. 48
ARTICLE XIII MISCELLANEOUS PROVISIONS 48
Section 13.01 Successors.......................................................................... 48
Section 13.02 Official Acts by Successor Entity................................................... 49
Section 13.03 Surrender of Company Powers......................................................... 49
Section 13.04 Addresses for Notices, etc.......................................................... 49
Section 13.05 Governing Law....................................................................... 49
Section 13.06 Submission to Jurisdiction.......................................................... 49
Section 13.07 Evidence of Compliance with Conditions Precedent.................................... 50
Section 13.08 Table of Contents, Headings, etc.................................................... 50
Section 13.09 Execution in Counterparts........................................................... 50
Section 13.10 Separability........................................................................ 50
ARTICLE XIV REDEMPTION OF SECURITIES 50
Section 14.01 Optional Redemption................................................................. 50
Section 14.02 Notice of Redemption; Selection of Securities....................................... 51
Section 14.03 Payment of Securities Called for Redemption......................................... 52
ARTICLE XV SUBORDINATION OF SECURITIES 52
{/TABLE}
iii
{PAGE}
{TABLE}
{S} {C}
Section 15.01 Agreement to Subordinate............................................................ 52
Section 15.02 Default on Senior Indebtedness...................................................... 53
Section 15.03 Liquidation; Dissolution; Bankruptcy................................................ 53
Section 15.04 Subrogation of Securityholders...................................................... 54
Section 15.05 Trustee to Effectuate Subordination................................................. 55
Section 15.06 Notice by the Company............................................................... 55
Section 15.07 Rights of the Trustee; Holders of Senior Indebtedness............................... 56
Section 15.08 Subordination May Not Be Impaired................................................... 57
{/TABLE}
Exhibit A Form of Security
iv
{PAGE}
THIS INDENTURE, dated as of May 12, 2004, between ProAssurance
Corporation, a Delaware corporation (hereinafter sometimes called the
"Company"), and Wilmington Trust Company, a Delaware banking corporation, as
trustee (hereinafter sometimes called the "Trustee").
WITNESSETH:
WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issuance of its Floating Rate Junior Subordinated Debentures due
2034 (the "Securities") in the aggregate principal amount of $32,992,000 and, to
provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution, delivery and performance of this Indenture; and
WHEREAS, all acts and things necessary to make this Indenture a valid
and legally binding agreement according to its terms, have been done and
performed;
NOW, THEREFORE, This Indenture Witnesseth:
In consideration of the premises, and the purchase of the Securities by
the Securityholders (as defined below) thereof, the Company covenants and agrees
with the Trustee for the benefit of the respective Securityholders from time to
time, as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. All accounting terms used but not
expressly defined herein shall have the meanings assigned to such terms in
accordance with accounting principles generally accepted in the United States
and the term "generally accepted accounting principles" means such accounting
principles as are generally accepted in the United States at the time of any
computation. The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. Any reference to the singular includes
the plural and vice versa (unless the context otherwise requires).
"Additional Tax Sums" has the meaning specified in Section 2.11(c).
"Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote, 10% or
more of the outstanding Voting Securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding Voting
Securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
349449
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Indenture
Indenture (239K)
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INDENTURE
BETWEEN
PROASSURANCE CORPORATION
AND
WILMINGTON TRUST COMPANY
AS TRUSTEE
DATED AS OF APRIL 29, 2004
FLOATING RATE JUNIOR SUBORDINATED DEBENTURES DUE 2034
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS
Section 1.01 Definitions....................................................................... 1
ARTICLE II SECURITIES
Section 2.01 Principal Amount; Maturity........................................................ 8
Section 2.02 Form of Securities................................................................ 8
Section 2.03 Form of Trustee's Certificate of Authentication................................... 9
Section 2.04 Authentication and Dating......................................................... 9
Section 2.05 Date and Denomination of Securities............................................... 9
Section 2.06 Execution of Securities........................................................... 11
Section 2.07 Exchange and Registration of Transfer of Securities............................... 11
Section 2.08 Mutilated, Destroyed, Lost or Stolen Securities................................... 14
Section 2.09 Temporary Securities.............................................................. 15
Section 2.10 Cancellation of Securities Paid, etc.............................................. 15
Section 2.11 Interest.......................................................................... 16
Section 2.12 Deferral of Interest Payments..................................................... 17
Section 2.13 CUSIP Number...................................................................... 17
ARTICLE III PARTICULAR COVENANTS OF THE COMPANY 18
Section 3.01 Payment of Principal, Premium, if any, and Interest............................... 18
Section 3.02 Offices for Notices and Payments, etc............................................. 18
Section 3.03 Appointments to Fill Vacancies in Trustee's Office................................ 19
Section 3.04 Provisions as to Paying Agent..................................................... 19
Section 3.05 Certificate to Trustee............................................................ 19
Section 3.06 Compliance with Consolidation Provisions.......................................... 20
Section 3.07 Limitations on Dividends; Etc..................................................... 20
Section 3.08 Covenants as to the Trust......................................................... 20
Section 3.09 Notice of Default................................................................. 21
ARTICLE IV SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND
THE TRUSTEE
Section 4.01 Securityholders' Lists............................................................ 21
Section 4.02 Preservation and Disclosure of Lists.............................................. 21
Section 4.03 Reports by Company................................................................ 22
Section 4.04 Financial and Other Information Under Certain Circumstances....................... 23
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
DEFAULT
Section 5.01 Events of Default................................................................. 24
Section 5.02 Payment of Securities on Default; Suit Therefor................................... 26
Section 5.03 Application of Moneys Collected by Trustee........................................ 27
Section 5.04 Proceedings by Securityholders.................................................... 28
Section 5.05 Proceedings by Trustee............................................................ 28
Section 5.06 Remedies Cumulative and Continuing................................................ 29
Section 5.07 Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.... 29
Section 5.08 Notice of Defaults................................................................ 30
Section 5.09 Undertaking to Pay Costs.......................................................... 30
Section 5.10 Delay or Omission Not Waiver...................................................... 30
ARTICLE VI CONCERNING THE TRUSTEE
Section 6.01 Duties and Responsibilities of Trustee............................................ 31
Section 6.02 Reliance on Documents, Opinions, etc.............................................. 32
Section 6.03 No Responsibility for Recitals, etc............................................... 33
Section 6.04 Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
May Own Securities........................................................... 34
Section 6.05 Moneys to be Held in Trust........................................................ 34
Section 6.06 Compensation and Expenses of Trustee.............................................. 34
Section 6.07 Officers' Certificate as Evidence................................................. 35
Section 6.08 Conflicting Interest of Trustee................................................... 35
Section 6.09 Eligibility of Trustee............................................................ 35
Section 6.10 Resignation or Removal of Trustee................................................. 36
Section 6.11 Acceptance by Successor Trustee................................................... 37
Section 6.12 Succession by Merger, etc......................................................... 37
Section 6.13 Authenticating Agents............................................................. 38
ARTICLE VII CONCERNING THE SECURITYHOLDERS
Section 7.01 Action by Securityholders......................................................... 39
Section 7.02 Proof of Execution by Securityholders............................................. 39
Section 7.03 Who Are Deemed Absolute Owners.................................................... 40
Section 7.04 Securities Owned by Company Deemed Not Outstanding................................ 40
Section 7.05 Revocation of Consents; Future Holders Bound...................................... 40
ARTICLE VIII SECURITYHOLDERS' MEETINGS
Section 8.01 Purposes of Meetings.............................................................. 41
Section 8.02 Call of Meetings by Trustee....................................................... 41
Section 8.03 Call of Meetings by Company or Securityholders.................................... 41
Section 8.04 Qualifications for Voting......................................................... 41
Section 8.05 Regulations....................................................................... 42
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
Section 8.06 Voting............................................................................ 42
ARTICLE IX SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures without Consent of Securityholders........................ 43
Section 9.02 Supplemental Indentures with Consent of Securityholders........................... 44
Section 9.03 Notation on Securities............................................................ 45
Section 9.04 Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee....... 45
ARTICLE X CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 45
Section 10.01 Company May Consolidate, etc., on Certain Terms.................................. 45
Section 10.02 Successor Entity to be Substituted for Company................................... 46
Section 10.03 Opinion of Counsel to be Given to Trustee........................................ 47
ARTICLE XI SATISFACTION AND DISCHARGE OF INDENTURE 47
Section 11.01 Discharge of Indenture........................................................... 47
Section 11.02 Deposited Moneys to be Held in Trust by Trustee.................................. 47
Section 11.03 Paying Agent to Repay Moneys Held................................................ 48
Section 11.04 Return of Unclaimed Moneys....................................................... 48
ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS
Section 12.01 Indenture and Securities Solely Entity Obligations............................... 48
ARTICLE XIII MISCELLANEOUS PROVISIONS
Section 13.01 Successors....................................................................... 48
Section 13.02 Official Acts by Successor Entity................................................ 49
Section 13.03 Surrender of Company Powers...................................................... 49
Section 13.04 Addresses for Notices, etc....................................................... 49
Section 13.05 Governing Law.................................................................... 49
Section 13.06 Submission to Jurisdiction....................................................... 49
Section 13.07 Evidence of Compliance with Conditions Precedent................................. 50
Section 13.08 Table of Contents, Headings, etc................................................. 50
Section 13.09 Execution in Counterparts........................................................ 50
Section 13.10 Separability..................................................................... 50
ARTICLE XIV REDEMPTION OF SECURITIES
Section 14.01 Optional Redemption.............................................................. 50
Section 14.02 Notice of Redemption; Selection of Securities.................................... 51
Section 14.03 Payment of Securities Called for Redemption...................................... 52
ARTICLE XV SUBORDINATION OF SECURITIES
{/TABLE}
iii
{PAGE}
{TABLE}
{S} {C}
Section 15.01 Agreement to Subordinate......................................................... 52
Section 15.02 Default on Senior Indebtedness................................................... 53
Section 15.03 Liquidation; Dissolution; Bankruptcy............................................. 53
Section 15.04 Subrogation of Securityholders................................................... 54
Section 15.05 Trustee to Effectuate Subordination.............................................. 55
Section 15.06 Notice by the Company............................................................ 55
Section 15.07 Rights of the Trustee; Holders of Senior Indebtedness............................ 56
Section 15.08 Subordination May Not Be Impaired................................................ 57
{/TABLE}
Exhibit A Form of Security
iv
{PAGE}
THIS INDENTURE, dated as of April 29, 2004, between ProAssurance
Corporation, a Delaware corporation (hereinafter sometimes called the
"Company"), and Wilmington Trust Company, a Delaware banking corporation, as
trustee (hereinafter sometimes called the "Trustee").
W I T N E S S E T H :
WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issuance of its Floating Rate Junior Subordinated Debentures due
2034 (the "Securities") in the aggregate principal amount of $13,403,000 and, to
provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution, delivery and performance of this Indenture; and
WHEREAS, all acts and things necessary to make this Indenture a valid
and legally binding agreement according to its terms, have been done and
performed;
NOW, THEREFORE, This Indenture Witnesseth:
In consideration of the premises, and the purchase of the Securities by
the Securityholders (as defined below) thereof, the Company covenants and agrees
with the Trustee for the benefit of the respective Securityholders from time to
time, as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. All accounting terms used but not
expressly defined herein shall have the meanings assigned to such terms in
accordance with accounting principles generally accepted in the United States
and the term "generally accepted accounting principles" means such accounting
principles as are generally accepted in the United States at the time of any
computation. The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. Any reference to the singular includes
the plural and vice versa (unless the context otherwise requires).
"Additional Tax Sums" has the meaning specified in Section 2.11(c).
"Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote, 10% or
more of the outstanding Voting Securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding Voting
Securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the
349455
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Indenture (209K)
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PROASSURANCE CORPORATION
SENIOR DEBT SECURITIES
----------------------------
INDENTURE
Dated as of
----------------
----------------------------
[ ]
Trustee
1
CROSS REFERENCE TABLE
. . .
349464
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Agreement
Agreement (46K)
Doc #349483: Click preview link for longer preview.
PRA
RELEASE AND SEVERANCE COMPENSATION AGREEMENT
THIS RELEASE AND SEVERANCE COMPENSATION AGREEMENT (the "Agreement") is
between ProAssurance Corporation, a Delaware corporation ("ProAssurance"), and
Frank B. O'Neil, an individual (the "Executive"). ProAssurance and its
majority-owned subsidiaries are hereinafter collectively referred to as the
"Companies."
RECITALS:
The Executive is currently . . .
349483
| |
SouthTrust Bank
As referenced in this Agreement:
SouthTrust Bank – hereof by depositing in escrow an amount equal to the
sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with
SouthTrust Bank (or another financial institution with total assets of more than
$1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow
_____________
dt 715098
|
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Agreement
Agreement (53K)
Doc #349507: Click preview link for longer preview.
349507
| |
SouthTrust Bank
As referenced in this Agreement:
SouthTrust Bank – an amount equal to the sum of the amounts payable to the
Executive under subparagraphs (a) and (b) hereof (the "Escrow Funds") with
SouthTrust Bank (or another financial institution with total assets of more than
$1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow
_____________
dt 715092
|
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Agreement
Agreement (54K)
Doc #349508: Click preview link for longer preview.
349508
| |
SouthTrust Bank
As referenced in this Agreement:
SouthTrust Bank – an amount equal to the sum of the amounts payable to the
Executive under subparagraphs (a) and (b) hereof (the "Escrow Funds") with
SouthTrust Bank (or another financial institution with total assets of more than
$1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow
_____________
dt 715091
|
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Opinion Letter
Opinion Letter (6K)
Doc #349472: Click preview link for longer preview.
Jack P. Stephenson, Jr.
Direct Dial: (205) 458-5201
Email: jstephen@burr.com
October 24, 2003
ProAssurance Corporation
100 Brookwood Place
Birmingham, Alabama 35209
Ladies and Gentlemen:
We have acted as counsel to ProAssurance Corporation, a Delaware
corporation ("ProAssurance"), in connection with the issuance and sale of its
3.90% Convertible Senior Debentures due 2023 in principal amount of $107,600,000
(the "Debentures") pursuant to the Purchase Agreement ("Purchase Agreement")
dated July 1, 2003, among ProAssurance and Banc of America Securities LLC and
Cochran, Coronia Securities LLC, as representatives of the initial purchasers
named therein (the "Initial Purchasers"). The Debentures are convertible into
2,572,038 shares of common stock of ProAssurance, par value $0.01 per share (the
"Common Stock"), at an initial conversion rate of 23.9037 per $1,000 principal
amount of the Debentures (the "Conversion Shares"). We have been requested to
render the following opinion to you in connection with ProAssurance's
Registration Statement on Form S-3 ("Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the registration by ProAssurance of the Debentures and Conversion
Shares.
In so acting, we participated in the preparation of the Purchase
Agreement and in the closing of the sale of the Debentures as contemplated
thereby. In addition, we have participated in the preparation of, and we have
reviewed and are familiar with the following documents executed in connection
with the transactions contemplated by the Purchase Agreement and described in
the Registration Statement (together with the Purchase Agreement, the "Operative
349472
|
BofA Securities
As referenced in this Opinion Letter:
Banc of America Securities LLC – in principal amount of $107,600,000
(the "Debentures") pursuant to the Purchase Agreement ("Purchase Agreement")
dated July 1, 2003, among ProAssurance and Banc of America Securities LLC and
Cochran, Coronia Securities LLC, as representatives of the initial purchasers
named therein (the "Initial Purchasers"). The Debentures are convertible into
2,
_____________
dt 713000
;
SouthTrust Bank
As referenced in this Opinion Letter:
SouthTrust Bank – and the
Initial Purchasers dated July 7, 2003 (the "Registration Rights Agreement");
2. Indenture dated July 7, 2003, between ProAssurance as Issuer
and SouthTrust Bank as Trustee for up to $135,000,000 Aggregate Principal Amount
of 3.90% Convertible Senior Debentures due 2023 (the "Indenture");
3. The
_____________
dt 715100
;
|
Burr & Forman
As referenced in this Opinion Letter:
BURR & FORMAN – {DOCUMENT}
{TYPE}EX-5.1
{SEQUENCE}4
{FILENAME}g85376exv5w1.txt
{DESCRIPTION}EX-5.1 OPINION OF BURR & FORMAN LLP
{TEXT}
{PAGE}
EXHIBIT 5.1
Jack P. Stephenson, Jr.
Direct Dial: (205) 458-5201
Email: jstephen@burr.com
October 24, 2003
ProAssurance Corporation
100 Brookwood Place
Birmingham, Alabama
_____________
BURR & FORMAN – the
Registration Statement and to the reference to this opinion and our firm under
the caption "Legal Matters" in the Registration Statement and prospectus
included therein.
Yours very truly,
/s/ BURR & FORMAN LLP
JPSJr./st
{/TEXT}
{/DOCUMENT}
_____________
dt 745503
;
Jack P. Stephenson, Jr.
|
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Opinion Letter
Opinion Letter (4K)
Doc #349473: Click preview link for longer preview.
October 24, 2003
ProAssurance Corporation
100 Brookwood Place
Birmingham, Alabama 35209
Ladies and Gentlemen:
We have acted as tax advisors to ProAssurance Corporation (the "Company") in
349473
|
BofA Securities
As referenced in this Opinion Letter:
Banc of America Securities LLC – principal amount of its Convertible Senior Debentures due 2023 (the
"Debentures")(which includes $100,000,000 of the Debentures which were sold to
Banc of America Securities LLC and Cochran, Caronia Securities LLC as the
initial purchasers (the "Initial Purchasers") and $7,600,000 of the Debentures
which were sold
_____________
dt 712999
;
|
SouthTrust Bank
As referenced in this Opinion Letter:
SouthTrust Bank, – s common stock issuable upon conversion of the Debentures;
and
(iv) the indenture dated as of July 7, 2003, among the Company and
SouthTrust Bank, as trustee, pursuant to which the Debentures have been
issued (the "Indenture").
{PAGE}
Page 2
ProAssurance Corporation October 24, 2003
In such
_____________
dt 715099
|
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| 2000 |
Tax Opinion [Form]
Tax Opinion [Form] (11K)
Doc #349554: Click preview link for longer preview.
FORM OF TAX OPINION
August 31, 2000
Board of Directors
Medical Assurance, Inc.
100 Brookwood Place, Suite 500
Birmingham, Alabama 35209
Board of Directors
Professionals Group, Inc.
2600 Professionals Drive
Okemos, Michigan 48864
Board of Directors
ProAssurance Corporation
100 Brookwood Place, Suite 500
Birmingham, Alabama 35209
Ladies and Gentlemen:
This letter is in response to your request that we provide you with our opinion
regarding the federal income tax consequences under Section 351 of the Internal
Revenue Code of 1986, as amended (the "Code") of the acquisition by
ProAssurance Corporation ("Holding Company"), a newly-formed holding company,
of the stock of Medical Assurance, Inc. ("MAI") and of the stock of
Professionals Group, Inc. ("PICM") (the "Proposed Transaction") as described in
the Agreement to Consolidate dated June 26, 2000.
In rendering this opinion, we have relied upon the completeness, truth, and
accuracy of: (i) the facts, as set forth in the Agreement to Consolidate dated
June 26, 2000 (the "Agreement"); (ii) the MAI Statement of Representations
dated August XX, 2000 provided by authorized representatives of MAI; (iii) the
PICM Statement of Representations dated August XX, 2000 provided by authorized
representatives of PICM; and (iii) the following documents ("the Documents").
1. The MAI Stock Option Agreement dated June 22, 2000;
2. The PICM Stock Option Agreement dated June 22, 2000;
3. The MAI Disclosure Schedule dated June 22, 2000; and
4. The PICM Disclosure Schedule (with proposed change) dated June 22, 2000.
You have advised us that the facts contained in the Agreement, the Statements
of Representations, and the Documents provide an accurate and complete
description of all
{PAGE} 2
Board of Directors Page 2
Medical Assurance, Inc. August 31, 2000
Professionals Group, Inc.
Medical and Professional Assurance, Inc.
of the relevant facts and circumstances surrounding the Proposed Transaction. We
have made no independent determination regarding the facts and circumstances
involved in the Proposed Transaction and, therefore, have relied upon the
Agreement, the Statements of Representations, and the Documents referred to
above for purposes of this letter. Any additions from or modifications to the
Agreement, the Statements of Representations, or the Documents may affect the
conclusions stated herein, perhaps in an adverse manner.
We understand that reference to Ernst & Young and our opinion will be included
in the S-4 filing relating to the Proposed Transaction [and our opinion will be
filed as an exhibit thereto] [We also understand that our opinion will be
included in the documentation for the special meeting of the MAI shareholders
and the special meeting of the PICM shareholders]. We consent to such reference
in the S-4 under the headings ["Summary Certain Federal Income Tax
Consequences", "The Merger - Certain Federal Income Tax Consequences", "The
Merger Agreement - Conditions", and "Legal and Tax Matters"] [and to the filing
of this tax opinion as an exhibit to the S-4]. [We also consent to the inclusion
349554
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Letter to Shareholders [Form]
Letter to Shareholders [Form] (74K)
Doc #349535: Click preview link for longer preview.
FORM OF LETTER TO SHAREHOLDERS
Dear Shareholder:
This letter and the materials described below are being sent to you,
and the Joint Proxy Statement/Prospectus was provided to you, in connection with
the transactions contemplated by the Agreement to Consolidate dated June 22,
2000, as amended, by and between Professionals Group, Inc. and Medical
Assurance, Inc.
As more fully described in the Joint Proxy Statement/Prospectus, if the
proposed consolidation of Professionals Group and Medical Assurance receives
shareholder approval and is completed, then (1) Medical Assurance and
Professionals Group will become wholly-owned subsidiaries of a newly formed
holding company named ProAssurance Corporation and (2) subject to the
adjustments and limitations described in the Joint Proxy Statement/Prospectus,
each share of Professionals Group common stock you own will be converted into
the right to receive YOUR CHOICE OF EITHER $26.00 in cash OR $12.00 in cash and
shares of holding company common stock initially worth $14.00. All shares of
holding company common stock that are issuable to you, if any, will be issued in
book entry form.
Now is the time for you to make your election as to the consideration
you wish to receive for your shares of Professionals Group common stock. Please
carefully review the Joint Proxy Statement/Prospectus and the documents that
follow:
1. The yellow ELECTION FORM/LETTER OF TRANSMITTAL. (This is the
form that enables you to make your election and attach your
stock certificate(s) (if any). It includes a SUBSTITUTE FORM
W-9 to certify your taxpayer identification/social security
number.)
2. INSTRUCTION BOOKLET regarding the Election Form/Letter of
Transmittal.
3. A yellow RETURN ENVELOPE for mailing items to Mellon Investor
Services LLC, the Exchange Agent.
To make your election, please complete the Election Form/Letter of
Transmittal and the Substitute Form W-9, attach your Professionals Group stock
certificate(s), if any, and deliver them to the Exchange Agent. THE ELECTION
FORM/LETTER OF TRANSMITTAL AND YOUR STOCK CERTIFICATE(S), IF ANY, MUST BE
RECEIVED BY THE EXCHANGE AGENT BY 5:00 P.M. NEW YORK CITY TIME ON THE DATE THAT
THE CONSOLIDATION TAKES PLACE (THE "ELECTION DATE"). WE CURRENTLY EXPECT THE
CONSOLIDATION TO TAKE PLACE IN ______________, 2001. If you cannot locate your
stock certificate(s), contact Mellon Investor Services LLC at (866) 825-8810
immediately to receive replacement instructions.
If you hold shares in book entry form you must complete the Election
Form/Letter of Transmittal and the Substitute Form W-9, and deliver them to the
Exchange Agent by the Election Date.
{PAGE} 2
If you fail to make a proper election for any of your Professionals
Group shares by the Election Date, then, subject to the adjustments and
limitations set forth in the Joint Proxy Statement/Prospectus, each of your
shares will be converted into $12.00 cash and shares of holding company common
stock initially worth $14.00.
If the consolidation is not completed for any reason, then (1) your
election will be void and of no effect and (2) the certificate(s) for shares of
Professionals Group you previously delivered to the Exchange Agent will be
promptly returned.
If you should have any questions regarding the forms or the election
process, please contact Mellon Investor Services LLC at (866) 825-8810.
Sincerely, Sincerely,
William H. Woodhams, M.D. Victor T. Adamo
Chairman President and Chief Executive Officer
{PAGE} 3
LETTER TO BROKER/DEALER CLIENTS
Dear Client:
Pursuant to the Agreement to Consolidate dated June 22, 2000, as
amended, by and between Professionals Group, Inc. and Medical Assurance, Inc.,
Professionals Group and Medical Assurance have agreed to consolidate.
As more fully described in the Joint Proxy Statement/Prospectus, if the
proposed consolidation of Professionals Group and Medical Assurance receives
shareholder approval and is completed, then (1) Medical Assurance and
Professionals Group will become wholly-owned subsidiaries of a newly formed
holding company named ProAssurance Corporation and (2) subject to the
adjustments and limitations described in the Joint Proxy Statement/Prospectus,
each share of Professionals Group common stock you own will be converted into
the right to receive YOUR CHOICE OF EITHER $26.00 in cash (a "cash election") OR
$12.00 in cash and shares of holding company common stock initially worth $14.00
(a "combination election").
BECAUSE WE ARE THE HOLDER OF RECORD FOR YOUR SHARES, ONLY WE CAN MAKE
AN ELECTION FOR YOUR SHARES OF PROFESSIONALS GROUP COMMON STOCK IN ACCORDANCE
WITH YOUR INSTRUCTIONS. PLEASE INSTRUCT US ON THE CONSIDERATION YOU WOULD LIKE
TO RECEIVE.
IF YOU DO NOT MAKE AN ELECTION, THEN (1) WE WILL NOT MAKE AN ELECTION
FOR YOU, AND (2) SUBJECT TO THE ADJUSTMENTS AND LIMITATIONS SET FORTH IN THE
ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS, EACH OF YOUR SHARES OF
PROFESSIONALS GROUP COMMON STOCK WILL BE CONVERTED INTO $12.00 CASH AND SHARES
OF HOLDING COMPANY COMMON STOCK INITIALLY WORTH $14.00.
To make your election, please complete this letter and deliver it back
to us.
PLEASE NOTE THE FOLLOWING:
- The election period expires by 5:00 p.m. New York City time on the date
that the consolidation takes place (the "Election Date"). The companies
currently expect the consolidation to take place in ______________,
2001. It is imperative that we receive your instructions prior to the
Election Date.
- If you miss our processing deadline and we are unable to comply with
the Election Date as a result, this is the same as not responding.
- Please review carefully the disclosures under "THE
CONSOLIDATION--Exchange Procedures" in the accompanying Joint Proxy
Statement/Prospectus for an explanation of the conversion of the shares
of Professionals Group common stock. As explained in the Joint Proxy
Statement/Prospectus, the total amount of cash that can be paid to
Professionals Group shareholders as a group may not exceed 90% of the
total consideration payable with respect to all outstanding shares of
349535
| |
Comerica Bank
As referenced in this Letter to Shareholders [Form]:
Comerica Bank – shares in connection with the consolidation of PICM and
Medical Assurance, Inc. ("MAI"). As the named fiduciary, you (and not the Plan
trustee, Comerica Bank (the "Trustee")), are responsible and liable for your
investment decisions.
If the proposed consolidation receives shareholder approval and is
completed, then (1)
_____________
COMERICA BANK
– IN ORDER TO HAVE YOUR INSTRUCTIONS COUNTED, PLEASE SIGN AND RETURN THIS
ELECTION FORM BY THE ELECTION DATE IN THE ENCLOSED ENVELOPE TO:
COMERICA BANK
[ADDRESS]
{PAGE} 24
INSTRUCTIONS FOR ELECTION FORM
1. ELECTION. You are a participant in the Professionals
Group, Inc. Employee Stock Ownership Pension
_____________
Comerica Bank – shares in connection with
the consolidation of PICM and Medical Assurance, Inc. ("MAI"). As the named
fiduciary, you (and not the Plan trustee, Comerica Bank (the "Trustee")), are
responsible and liable for your investment decisions.
AS THE NAMED FIDUCIARY WITH RESPECT TO YOUR PLAN ACCOUNT, YOU
MUST
_____________
dt 719995
|
Preview
Full Doc
| 2001 |
Letter Agreement Re: Commitment for Arrangement of Facility
Letter Agreement Re: Commitment for Arrangement of Facility (48K)
Doc #349540: Click preview link for longer preview.
[SOUTHTRUST LOGO]
March 12, 2001
Mr. James J. Morello
Chief Financial Officer
ProAssurance Corporation
100 Brookwood Place
Birmingham, AL 35209
RE: COMMITMENT FOR ARRANGEMENT OF FACILITY
Dear Jim:
You have advised us that "ProAssurance Corporation" (hereafter
referred to as the "Borrower") seeks financing for the acquisition of
Professionals Group Inc. Attached hereto is a Summary of Terms and Conditions
(the "Term Sheet") describing the general terms and conditions for up to an
aggregate of $150,000,000 credit facility (hereafter referred to as the
"Facility").
Based upon and subject to the terms and conditions set forth in this
Commitment Letter (hereafter referred to as the "Commitment Letter"), in the
Term Sheet and in the Fee Letter of even date (the "Fee Letter"), SouthTrust
Bank (the "Lead Arranger") is pleased to advise you of our commitment to act as
sole and exclusive Lead Arranger for the Facility and provide $50,000,000 of
the aggregate principal amount of the Facility. Furthermore, the Lead Arranger
commits to use their reasonable best efforts to secure commitments for the
remainder of the Facility from a syndicate of banks and financial institutions
(the "Banks") reasonably acceptable to the Borrower and the Lead Arranger upon
the terms and subject to the conditions set forth herein, in the Term Sheet and
in the Fee Letter.
The commitments of the Banks and the Lead Arranger hereunder are based upon the
financial and other information regarding the Borrower and its subsidiaries
previously provided to the Banks and the Lead Arranger. Accordingly, the
commitments hereunder are subject to the condition, among others, that (i) there
shall not have occurred after the date of such financial and other information
any adverse change in the business, assets, liabilities (actual or contingent),
operations or condition (financial or otherwise) of the Borrower and its
subsidiaries taken as a whole, (ii) the Banks and the Lead Arranger continue to
be satisfied with the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise) and prospects of the Borrower
and its subsidiaries taken as a whole, (iii) the information concerning the
Borrower and its subsidiaries shall not differ in any material respect from the
information previously provided to the Banks and the Lead Arranger by the
Borrower, (iv) the Banks and the Lead Arranger shall have completed, to their
satisfaction, all legal, tax, business and due diligence review of the
business, assets, liabilities, operations, condition (financial or otherwise)
and prospects of the Borrower and its subsidiaries, (v) compliance with all
applicable laws and regulations (including compliance of this Commitment Letter
and the transactions described herein with all applicable federal banking laws,
rules and regulations), (vi) the determination of the Banks and the Lead
Arranger that, prior to and during the primary syndication of the Facility,
there shall be no competing issuance of debt, securities or commercial bank
facilities of the
{PAGE} 2
Borrower or any of its subsidiaries being offered, placed or arranged except
with the prior written consent of the Banks and the Lead Arranger, and (vii)
the Banks and the Lead Arranger shall have had a reasonable opportunity and
reasonable period of time in which to complete a syndication of the Facility
and (viii) the Lead Arranger shall have received commitments (including the
commitment of the Banks) equaling or exceeding the aggregate amount of the
Facility. Further, the commitments of the Banks and the Lead Arranger are
subject to there not having occurred any material disruption or adverse change
in the financial, banking or capital markets that could, in the reasonable
judgment of the Banks or the Lead Arranger, materially impair the syndication
of the Facility. The Banks shall be entitled, with the Borrower's consent
(which consent shall not be unreasonably withheld), to change the pricing,
terms and structure of the Facility if the Banks determine that such changes
are advisable in order to ensure a successful syndication or an optimal capital
structure; provided that the aggregate amount of the Facility shall remain
unchanged.
The Banks' and the Lead Arranger commitments hereunder are subject to
the agreements in this paragraph. You agree to actively assist the Lead
Arranger (including, if applicable, after the closing of the Facility) in
achieving a syndication of the Facility that is satisfactory to the Lead
Arranger and you. In the event that such syndication of the aggregate amount of
the Facility cannot be achieved in a manner satisfactory to the Lead Arranger
under the structure outlined in the Term Sheet, you agree to cooperate with the
Lead Arranger in developing an alternative structure that will permit a
syndication of the Facility in a manner satisfactory to the Banks, the Lead
Arranger and you. Such syndication may be accomplished by a variety of means,
including direct contact during the syndication between senior management and
advisors of the Borrower and its subsidiaries, and the proposed syndicate
members. To assist the Lead Arranger in the syndication efforts you hereby
agree (i) to provide and cause your advisors to provide the Lead Arranger and
the other syndicate members upon request with all information deemed reasonably
necessary by the Lead Arranger to complete the syndication, including but not
limited to information and evaluations prepared by you and any of your
subsidiaries and their advisors, or on their behalf, relating to the
transactions contemplated hereby, (ii) to assist the Lead Arranger upon its
reasonable request in the preparation of an Information Memorandum to be used
in connection with the syndication of the Facility and (iii) to otherwise
assist the Lead Arranger in its syndication efforts, including making officers
and advisors of the Borrower and its subsidiaries available from time to time
to attend and make presentations regarding the business and prospects of the
Borrower and its subsidiaries, as appropriate, at a meeting or meetings of
Banks or prospective Banks.
You hereby represent, warrant and covenant that to the best of your
349540
|
SouthTrust Bank
As referenced in this Letter Agreement Re: Commitment for Arrangement of Facility:
SouthTrust
Bank – Letter (hereafter referred to as the "Commitment Letter"), in the
Term Sheet and in the Fee Letter of even date (the "Fee Letter"), SouthTrust
Bank (the "Lead Arranger") is pleased to advise you of our commitment to act as
sole and exclusive Lead Arranger for the Facility
_____________
SouthTrust Bank, – commitments will be accepted and the final
allocations of the commitments among the Banks. You also acknowledge and agree
that the services of SouthTrust Bank, as sole Administrative Agent, and the
services of the Lead Arranger, will be on an exclusive basis during the term of
this
_____________
SOUTHTRUST BANK
– Letter shall expire at 5:00 p.m. on June 30, 2001 unless the Facility is closed
by such time.
Very truly yours,
SOUTHTRUST BANK
By: /s/ John A. Lotz
--------------------------
Name: John A. Lotz
------------------------
Title: Senior Vice President
-----------------------
COMMITMENT ACCEPTED AND AGREED TO
THIS 4TH DAY OF
_____________
SouthTrust Bank
– Morello
--------------------------
Name: James J. Morello
------------------------
Title: Treasurer
-----------------------
{PAGE} 6
SUMMARY OF TERMS AND CONDITIONS
"TERM SHEET"
MARCH 12, 2001
Borrower: ProAssurance Corporation
Agent: SouthTrust Bank
Administrative Agent: SouthTrust Bank
Lenders: A syndicate of banks to be arranged by SouthTrust Bank
which will be acceptable to the Borrower.
_____________
SouthTrust Bank
– Morello
------------------------
Title: Treasurer
-----------------------
{PAGE} 6
SUMMARY OF TERMS AND CONDITIONS
"TERM SHEET"
MARCH 12, 2001
Borrower: ProAssurance Corporation
Agent: SouthTrust Bank
Administrative Agent: SouthTrust Bank
Lenders: A syndicate of banks to be arranged by SouthTrust Bank
which will be acceptable to the Borrower.
Subject to all of
_____________
dt 715075
;
|
Bradley Arant
As referenced in this Letter Agreement Re: Commitment for Arrangement of Facility:
Bradley
Arant – reasonable
out-of-pocket fees, syndication expenses and other expenses (including, but not
limited to, the reasonable fees, disbursements and other charges of Bradley
Arant Rose & White as counsel to the Banks and the Lead Arranger, and
professional fees of any consultants or local counsel and other experts)
_____________
dt 715308
|
Preview
Full Doc
| 2001 |
Letter to Shareholders [Form]
Letter to Shareholders [Form] (74K)
Doc #349544: Click preview link for longer preview.
FORM OF LETTER TO SHAREHOLDERS
Dear Shareholder:
This letter and the materials described below are being sent to you,
and the Joint Proxy Statement/Prospectus was provided to you, in connection with
the transactions contemplated by the Agreement to Consolidate dated June 22,
2000, as amended, by and between Professionals Group, Inc. and Medical
Assurance, Inc.
As more fully described in the Joint Proxy Statement/Prospectus, if the
proposed consolidation of Professionals Group and Medical Assurance receives
shareholder approval and is completed, then (1) Medical Assurance and
Professionals Group will become wholly-owned subsidiaries of a newly formed
holding company named ProAssurance Corporation and (2) subject to the
adjustments and limitations described in the Joint Proxy Statement/Prospectus,
each share of Professionals Group common stock you own will be converted into
the right to receive YOUR CHOICE OF EITHER $26.00 in cash OR $12.00 in cash and
shares of holding company common stock initially worth $14.00. All shares of
holding company common stock that are issuable to you, if any, will be issued in
book entry form.
Now is the time for you to make your election as to the consideration
you wish to receive for your shares of Professionals Group common stock. Please
carefully review the Joint Proxy Statement/Prospectus and the documents that
follow:
1. The yellow ELECTION FORM/LETTER OF TRANSMITTAL. (This is the
form that enables you to make your election and attach your
stock certificate(s) (if any). It includes a SUBSTITUTE FORM
W-9 to certify your taxpayer identification/social security
number.)
2. INSTRUCTION BOOKLET regarding the Election Form/Letter of
Transmittal.
3. A yellow RETURN ENVELOPE for mailing items to Mellon Investor
Services LLC, the Exchange Agent.
To make your election, please complete the Election Form/Letter of
Transmittal and the Substitute Form W-9, attach your Professionals Group stock
certificate(s), if any, and deliver them to the Exchange Agent. THE ELECTION
FORM/LETTER OF TRANSMITTAL AND YOUR STOCK CERTIFICATE(S), IF ANY, MUST BE
RECEIVED BY THE EXCHANGE AGENT BY 5:00 P.M. NEW YORK CITY TIME ON THE DATE THAT
THE CONSOLIDATION TAKES PLACE (THE "ELECTION DATE"). WE CURRENTLY EXPECT THE
CONSOLIDATION TO TAKE PLACE IN ______________, 2001. If you cannot locate your
stock certificate(s), contact Mellon Investor Services LLC at (866) 825-8810
immediately to receive replacement instructions.
If you hold shares in book entry form you must complete the Election
Form/Letter of Transmittal and the Substitute Form W-9, and deliver them to the
Exchange Agent by the Election Date.
{PAGE} 2
If you fail to make a proper election for any of your Professionals
Group shares by the Election Date, then, subject to the adjustments and
limitations set forth in the Joint Proxy Statement/Prospectus, each of your
shares will be converted into $12.00 cash and shares of holding company common
stock initially worth $14.00.
If the consolidation is not completed for any reason, then (1) your
election will be void and of no effect and (2) the certificate(s) for shares of
Professionals Group you previously delivered to the Exchange Agent will be
promptly returned.
If you should have any questions regarding the forms or the election
process, please contact Mellon Investor Services LLC at (866) 825-8810.
Sincerely, Sincerely,
William H. Woodhams, M.D. Victor T. Adamo
Chairman President and Chief Executive Officer
{PAGE} 3
LETTER TO BROKER/DEALER CLIENTS
Dear Client:
Pursuant to the Agreement to Consolidate dated June 22, 2000, as
amended, by and between Professionals Group, Inc. and Medical Assurance, Inc.,
Professionals Group and Medical Assurance have agreed to consolidate.
As more fully described in the Joint Proxy Statement/Prospectus, if the
proposed consolidation of Professionals Group and Medical Assurance receives
shareholder approval and is completed, then (1) Medical Assurance and
Professionals Group will become wholly-owned subsidiaries of a newly formed
holding company named ProAssurance Corporation and (2) subject to the
adjustments and limitations described in the Joint Proxy Statement/Prospectus,
each share of Professionals Group common stock you own will be converted into
the right to receive YOUR CHOICE OF EITHER $26.00 in cash (a "cash election") OR
$12.00 in cash and shares of holding company common stock initially worth $14.00
(a "combination election").
BECAUSE WE ARE THE HOLDER OF RECORD FOR YOUR SHARES, ONLY WE CAN MAKE
AN ELECTION FOR YOUR SHARES OF PROFESSIONALS GROUP COMMON STOCK IN ACCORDANCE
WITH YOUR INSTRUCTIONS. PLEASE INSTRUCT US ON THE CONSIDERATION YOU WOULD LIKE
TO RECEIVE.
IF YOU DO NOT MAKE AN ELECTION, THEN (1) WE WILL NOT MAKE AN ELECTION
FOR YOU, AND (2) SUBJECT TO THE ADJUSTMENTS AND LIMITATIONS SET FORTH IN THE
ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS, EACH OF YOUR SHARES OF
PROFESSIONALS GROUP COMMON STOCK WILL BE CONVERTED INTO $12.00 CASH AND SHARES
OF HOLDING COMPANY COMMON STOCK INITIALLY WORTH $14.00.
To make your election, please complete this letter and deliver it back
to us.
PLEASE NOTE THE FOLLOWING:
- The election period expires by 5:00 p.m. New York City time on the date
that the consolidation takes place (the "Election Date"). The companies
currently expect the consolidation to take place in ______________,
2001. It is imperative that we receive your instructions prior to the
Election Date.
- If you miss our processing deadline and we are unable to comply with
the Election Date as a result, this is the same as not responding.
- Please review carefully the disclosures under "THE
CONSOLIDATION--Exchange Procedures" in the accompanying Joint Proxy
Statement/Prospectus for an explanation of the conversion of the shares
of Professionals Group common stock. As explained in the Joint Proxy
Statement/Prospectus, the total amount of cash that can be paid to
Professionals Group shareholders as a group may not exceed 90% of the
total consideration payable with respect to all outstanding shares of
349544
| |
Comerica Bank
As referenced in this Letter to Shareholders [Form]:
Comerica Bank – shares in connection with the consolidation of PICM and
Medical Assurance, Inc. ("MAI"). As the named fiduciary, you (and not the Plan
trustee, Comerica Bank (the "Trustee")), are responsible and liable for your
investment decisions.
If the proposed consolidation receives shareholder approval and is
completed, then (1)
_____________
COMERICA BANK
– IN ORDER TO HAVE YOUR INSTRUCTIONS COUNTED, PLEASE SIGN AND RETURN THIS
ELECTION FORM BY THE ELECTION DATE IN THE ENCLOSED ENVELOPE TO:
COMERICA BANK
[ADDRESS]
{PAGE} 24
INSTRUCTIONS FOR ELECTION FORM
1. ELECTION. You are a participant in the Professionals
Group, Inc. Employee Stock Ownership Pension
_____________
Comerica Bank – shares in connection with
the consolidation of PICM and Medical Assurance, Inc. ("MAI"). As the named
fiduciary, you (and not the Plan trustee, Comerica Bank (the "Trustee")), are
responsible and liable for your investment decisions.
AS THE NAMED FIDUCIARY WITH RESPECT TO YOUR PLAN ACCOUNT, YOU
MUST
_____________
dt 719996
|
Preview
Full Doc
| 2001 |
Letter Agreement Re: Commitment for Arrangement of Facility
Letter Agreement Re: Commitment for Arrangement of Facility (41K)
Doc #349546: Click preview link for longer preview.
October 19, 2000
Jim Morello
Chief Financial Officer
ProAssurance Corporation
100 Brookwood Place
Birmingham, AL 35209
RE: COMMITMENT FOR ARRANGEMENT OF FACILITY
Dear Jim:
You have advised us that "ProAssurance Corporation" (hereafter referred to as
the "Borrower") seeks financing for the acquisition of Professionals Group Inc.
Attached hereto is a Summary of Terms and Conditions (the "Term Sheet")
describing the general terms and conditions for up to an aggregate of
$150,000,000 credit facility (hereafter referred to as the "Facility").
Based upon and subject to the terms and conditions set forth in this Commitment
Letter (hereafter referred to as the "Commitment Letter"), in the Term Sheet and
in the Fee Letter of even date (the "Fee Letter"), SouthTrust Bank (the "Lead
Arranger") is pleased to advise you of our commitment to act as sole and
exclusive Lead Arranger for the Facility and provide $50,000,000 of the
aggregate principal amount of the Facility. Furthermore, the Lead Arranger
commits to use their reasonable best efforts to secure commitments for the
remainder of the Facility from a syndicate of banks and financial institutions
(the "Banks") reasonably acceptable to the Borrower and the Lead Arranger upon
the terms and subject to the conditions set forth herein, in the Term Sheet and
in the Fee Letter.
The commitments of the Banks and the Lead Arranger hereunder are based upon the
financial and other information regarding the Borrower and its subsidiaries
previously provided to the Banks and the Lead Arranger. Accordingly, the
commitments hereunder are subject to the condition, among others, that (i) there
shall not have occurred after the date of such financial and other information
any adverse change in the business, assets, liabilities (actual or contingent),
operations or condition (financial or otherwise) of the Borrower and its
subsidiaries taken as a whole, (ii) the Banks and the Lead Arranger continue to
be satisfied with the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise) and prospects of the Borrower and
its subsidiaries taken as a whole, (iii) the information concerning the Borrower
and its subsidiaries shall not differ in any material respect from the
information previously provided to the Banks and the Lead Arranger by the
Borrower, (iv) the Banks and the Lead Arranger shall have completed, to their
satisfaction, all legal, tax, business and other due diligence review of the
business, assets, liabilities, operations, condition (financial or otherwise)
and prospects of the Borrower and its subsidiaries, (v) compliance with all
applicable laws and regulations (including compliance of this Commitment Letter
and the transactions described herein with all applicable federal banking laws,
rules and regulations), (vi) the determination of the Banks and the Lead
Arranger that, prior to and during the primary syndication of the Facility,
there shall be no competing issuance of debt, securities or commercial bank
facilities of the Borrower or any of its subsidiaries being offered, placed or
arranged except with the prior written consent of the Banks and the Lead
Arranger, and (vii) the Banks and the Lead Arranger shall have had a reasonable
opportunity and reasonable period of time in which to complete a
{PAGE} 2
syndication of the Facility and (viii) the Lead Arranger shall have received
commitments (including the commitment of the Banks) equaling or exceeding the
aggregate amount of the Facility. Further, the commitments of the Banks and the
Lead Arranger are subject to there not having occurred any material disruption
or adverse change in the financial, banking or capital markets that could, in
the reasonable judgment of the Banks or the Lead Arranger, materially impair the
syndication of the Facility. The Banks shall be entitled, with the Borrower's
consent (which consent shall not be unreasonably withheld), to change the
pricing, terms and structure of the Facility if the Banks determines that such
changes are advisable in order to ensure a successful syndication or an optimal
capital structure; provided that the aggregate amount of the Facility shall
remain unchanged.
The Banks' and the Lead Arranger' commitments hereunder are subject to the
agreements in this paragraph. You agree to actively assist the Lead Arranger
(including, if applicable, after the closing of the Facility) in achieving a
syndication of the Facility that is satisfactory to the Lead Arranger and you.
In the event that such syndication of the aggregate amount of the Facility
cannot be achieved in a manner satisfactory to the Lead Arranger under the
structure outlined in the Term Sheet, you agree to cooperate with the Lead
Arranger in developing an alternative structure that will permit a syndication
of the Facility in a manner satisfactory to the Banks, the Lead Arranger and
you. Such syndication may be accomplished by a variety of means, including
direct contact during the syndication between senior management and advisors of
the Borrower and its subsidiaries, and the proposed syndicate members. To assist
the Lead Arranger in the syndication efforts you hereby agree (i) to provide and
cause your advisors to provide the Lead Arranger and the other syndicate members
upon request with all information deemed reasonably necessary by the Lead
Arranger to complete the syndication, including but not limited to information
and evaluations prepared by you and any of your subsidiaries and their advisors,
or on their behalf, relating to the transactions contemplated hereby, (ii) to
assist the Lead Arranger upon its reasonable request in the preparation of an
Information Memorandum to be used in connection with the syndication of the
Facility and (iii) to otherwise assist the Lead Arranger in its syndication
efforts, including making officers and advisors of the Borrower and its
subsidiaries available from time to time to attend and make presentations
regarding the business and prospects of the Borrower and its subsidiaries, as
appropriate, at a meeting or meetings of Banks or prospective Banks.
You hereby represent, warrant and covenant that to the best of your knowledge
349546
|
SouthTrust Bank
As referenced in this Letter Agreement Re: Commitment for Arrangement of Facility:
SOUTHTRUST BANK
– {DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}3
{FILENAME}g64893a1ex10-3.txt
{DESCRIPTION}ENGAGEMENT LETTER BETWEEN SOUTHTRUST BANK
{TEXT}
{PAGE} 1
EXHIBIT 10.3
October 19, 2000
Jim Morello
Chief Financial Officer
ProAssurance Corporation
100 Brookwood Place
Birmingham, AL 35209
_____________
SouthTrust Bank – Letter (hereafter referred to as the "Commitment Letter"), in the Term Sheet and
in the Fee Letter of even date (the "Fee Letter"), SouthTrust Bank (the "Lead
Arranger") is pleased to advise you of our commitment to act as sole and
exclusive Lead Arranger for the Facility
_____________
SouthTrust Bank, – commitments will be accepted and the final allocations
of the commitments among the Banks. You also acknowledge and agree that the
services of SouthTrust Bank, as sole Administrative Agent, and the services of
the Lead Arranger, will be on an exclusive basis during the term of this
_____________
SOUTHTRUST BANK
– Letter shall expire at 5:00 p.m. on January 31, 2001 unless the Facility is
closed by such time.
Very truly yours,
SOUTHTRUST BANK
By: /s/ John A. Lotz
-----------------------------------
Name: John A. Lotz
----------------------------------
Title: Senior Vice President
---------------------------------
COMMITMENT ACCEPTED AND AGREED TO
THIS 31ST DAY OF
_____________
SouthTrust Bank
– James J. Morello
----------------------------------
Title: Chief Financial Officer
---------------------------------
{PAGE} 6
SUMMARY OF TERMS AND CONDITIONS
"TERM SHEET"
OCTOBER 19, 2000
Borrower: ProAssurance Corporation
Agent: SouthTrust Bank
Administrative Agent: SouthTrust Bank
Lenders: A syndicate of banks to be arranged by SouthTrust
Bank which will be acceptable to the Borrower.
_____________
dt 715074
;
|
Bradley Arant
As referenced in this Letter Agreement Re: Commitment for Arrangement of Facility:
Bradley Arant – of-pocket fees,
syndication expenses and
{PAGE} 3
other expenses (including, but not limited to, the reasonable fees,
disbursements and other charges of Bradley Arant Rose & White as counsel to the
Banks and the Lead Arranger, and professional fees of any consultants or local
counsel and other experts)
_____________
dt 715307
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| 2001 |
N E W S R E L E a S E for Immediate Release
N E W S R E L E a S E for Immediate Release (7K)
Doc #349513: Click preview link for longer preview.
FILED BY: PROASSURANCE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: PROFESSIONALS GROUP, INC.
COMMISSION FILE NO. 333-49378
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
CONTACT:
. . .
349513
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| 2001 |
N E W S R E L E a S E for Immediate Release
N E W S R E L E a S E for Immediate Release (6K)
Doc #349514: Click preview link for longer preview.
FILED BY: PROASSURANCE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: PROFESSIONALS GROUP, INC.
COMMISSION FILE NO. 333-49378
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
CONTACT:
. . .
349514
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| 2001 |
Professionals Group Announces Preliminary Results of Portfolio Adjustment Calculation for Proposed Consolidation With Medical Assurance
Professionals Group Announces Preliminary Results of Portfolio Adjustment Calculation for Proposed Consolidation With Medical Assurance (6K)
Doc #349515: Click preview link for longer preview.
FILED BY: PROASSURANCE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: PROFESSIONALS GROUP, INC.
COMMISSION FILE NO. 333-49378
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
CONTACT:
JOHN F. LANG
CHIEF FINANCIAL OFFICER
(517) 347-6207
PROFESSIONALS GROUP ANNOUNCES PRELIMINARY RESULTS OF PORTFOLIO
ADJUSTMENT CALCULATION FOR PROPOSED CONSOLIDATION
WITH MEDICAL ASSURANCE
OKEMOS, MICH., MAY 25, 2001 - PROFESSIONALS GROUP, INC. (NASDAQ: PICM)
-announced today that preliminary calculations show the portfolio adjustment
amount (the "Adjustment Amount") to be used in the consolidation with Medical
Assurance, Inc. is expected to fall within a range of $1.40 to $1.50 per share
if the transaction closes, as expected, before June 30, 2001.
Professionals Group and Medical Assurance, Inc. are combining to form
ProAssurance Corporation, which will be the third largest writer of medical
professional liability insurance in the country. Shareholders of Professionals
Group and Medical Assurance have been sent a Notice and Proxy allowing them to
vote on the proposed transaction at special meetings on June 25, 2001. The
proposed consolidation is subject to shareholder and final regulatory approvals.
The Adjustment Amount, which is being verified and will be updated
when final, was calculated as of April 30, 2001, the valuation date established
under terms of the consolidation agreement announced on June 23, 2000. The
Adjustment Amount represents the change in the value of Professionals Group's
portfolio assets held on December 31, 1999, through the valuation date. Should
unforeseen circumstances postpone the closing until after June 30th, the
349515
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| 2001 |
Professionals Group Announces Transaction Financing Arranged
Professionals Group Announces Transaction Financing Arranged (5K)
Doc #349529: Click preview link for longer preview.
FILED BY: PROASSURANCE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: PROFESSIONALS GROUP, INC.
COMMISSION FILE NO. 333-49378
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
349529
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SouthTrust Bank
As referenced in this Professionals Group Announces Transaction Financing Arranged:
SouthTrust Bank – be formed as a result of that
proposed consolidation. The transaction will be financed with internal funds and
a credit facility arranged by SouthTrust Bank of Birmingham, Alabama.
Shareholders of Medical Assurance and Professionals Group have been
sent a Notice and Proxy allowing them to vote on the
_____________
dt 715076
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| 2001 |
Professionals Group Reports First Quarter 2001 Results
Professionals Group Reports First Quarter 2001 Results (14K)
Doc #349530: Click preview link for longer preview.
FILED BY: PROASSURANCE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: PROFESSIONALS GROUP, INC.
COMMISSION FILE NO. 333-49378
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
JOHN F. LANG
CHIEF FINANCIAL OFFICER
(517) 347-6207
PROFESSIONALS GROUP REPORTS FIRST QUARTER 2001 RESULTS
OKEMOS, MICH., MAY 8, 2001 -- PROFESSIONALS GROUP, INC. (NASDAQ: PICM)
REPORTS NET INCOME FOR THE QUARTER ENDED MARCH 31, 2001 WAS $2.7 MILLION ($0.29
PER DILUTED SHARE), COMPARED TO 2000 FIRST QUARTER NET INCOME OF $3.1 MILLION
($0.33 PER DILUTED SHARE). OPERATING INCOME FOR THE FIRST QUARTER OF 2001 WAS
$2.4 MILLION ($0.26 PER DILUTED SHARE), COMPARED TO $3.1 MILLION ($0.33 PER
DILUTED SHARE) DURING THE FIRST QUARTER OF 2000.
Victor T. Adamo, President and Chief Executive Officer stated,
"Professionals Group's pending merger with Medical Assurance, Inc. is expected
to close by the end of June. Accordingly, this will be Professionals Group's
final quarterly report to shareholders. We express our thanks for the continuing
support of Professionals Group's shareholders; and, we look forward to becoming
a founding member of the new ProAssurance Corporation."
2001 First Quarter Financial Results:
The personal lines segment (MEEMIC) generated net premiums earned of
$31.2 million during the first quarter of 2001, compared to $28.6 million during
the first quarter of 2000, an increase of 9.0% due primarily to an increase in
the number of insured vehicles and homes. Operating income attributable to
MEEMIC for the first quarter of 2001 was $3.1 million ($0.34 per diluted share),
compared to $2.9 million ($0.31 per diluted share) during the first quarter of
2000. This increase was due primarily to Professionals Group's increased
ownership interest in MEEMIC of 84% at March 31, 2001 compared to 77% at March
31, 2000. MEEMIC's combined ratio increased
{PAGE} 2
modestly from 93.6% in 2000 to 96.2% in 2001 due to a more harsh winter in 2001
compared to 2000.
The professional liability lines segment (primarily medical malpractice
coverage for health care providers and institutions through ProNational
Insurance Company) generated net premiums earned of $31.8 million during the
first quarter of 2001, compared to $28.0 million during the first quarter of
2000, an increase of 13.5%. This increase was due primarily to significant rate
increases implemented in all markets during 2000 and 2001. The operating loss
attributable to ProNational for the first quarter of 2001 was $0.7 million
($0.08 loss per diluted share), compared to operating income of $0.2 million
($0.02 per diluted share) during the first quarter of 2000. Operating income for
the first quarter of 2000 included the recognition of favorable prior year
reserve development and reduced loss costs attributable to a stop loss
reinsurance contract, neither of which existed during the first quarter of 2001.
349530
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| 2001 |
Pledge and Security Agreement
Pledge and Security Agreement (59K)
Doc #349527: Click preview link for longer preview.
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (the "Pledge Agreement"),
dated as of May 10, 2001 is made by MEDICAL ASSURANCE, INC., a corporation
organized under the laws of Delaware (the "Pledgor"), in favor of SOUTHTRUST
BANK, an Alabama banking corporation, as Administrative Agent (in such capacity,
the "Administrative Agent"), for the ratable benefit of itself and the financial
institutions (the "Lenders") as are, or may from time to time become, parties to
the Credit . . .
349527
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SouthTrust Bank
As referenced in this Pledge and Security Agreement:
SOUTHTRUST
BANK, – of May 10, 2001 is made by MEDICAL ASSURANCE, INC., a corporation
organized under the laws of Delaware (the "Pledgor"), in favor of SOUTHTRUST
BANK, an Alabama banking corporation, as Administrative Agent (in such capacity,
the "Administrative Agent"), for the ratable benefit of itself and the financial
_____________
SOUTHTRUST BANK, – Agreement as of the
date first above written
PLEDGOR:
[CORPORATE SEAL] MEDICAL ASSURANCE, INC.
By:
----------------------------------------
Name: A. Derrill Crowe
Title: President
ADMINISTRATIVE AGENT:
SOUTHTRUST BANK,
as Administrative Agent
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
11
{PAGE} 12
ACKNOWLEDGMENT AND CONSENT
OF ISSUERS
Each Issuer of Pledged Stock referred to in
_____________
SOUTHTRUST
BANK, – of ____________________,
20___ (the "Supplement"), made by MEDICAL ASSURANCE, INC., a corporation
organized under the laws of Delaware (the "Pledgor"), in favor of SOUTHTRUST
BANK, an Alabama banking corporation, as Administrative Agent (in such capacity,
the "Administrative Agent"), under the Credit Agreement (as defined in the
Pledge
_____________
dt 715078
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Pledge and Security Agreement
Pledge and Security Agreement (74K)
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PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (the "Pledge Agreement"),
dated as of May 10, 2001 is made by PROASSURANCE CORPORATION, a corporation
organized under the laws of Delaware (the "Pledgor"), in favor of SOUTHTRUST
BANK, an Alabama banking corporation, as Administrative Agent (in such capacity,
the "Administrative Agent"), for the ratable benefit of itself and the financial
institutions (the "Lenders") as are, or may from time to time become, parties to
the Credit Agreement . . .
349528
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SouthTrust Bank
As referenced in this Pledge and Security Agreement:
SOUTHTRUST
BANK, – as of May 10, 2001 is made by PROASSURANCE CORPORATION, a corporation
organized under the laws of Delaware (the "Pledgor"), in favor of SOUTHTRUST
BANK, an Alabama banking corporation, as Administrative Agent (in such capacity,
the "Administrative Agent"), for the ratable benefit of itself and the financial
_____________
SOUTHTRUST BANK, – Pledge Agreement as of the
date first above written
PLEDGOR:
[CORPORATE SEAL] PROASSURANCE CORPORATION
By:
-----------------------------------------
Name: A. Derrill Crowe
Title: Chairman
ADMINISTRATIVE AGENT:
SOUTHTRUST BANK,
as Administrative Agent
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
11
{PAGE} 12
ACKNOWLEDGMENT AND CONSENT
OF ISSUERS
Each Issuer of Pledged Stock referred to in
_____________
SOUTHTRUST BANK, – as of
________________________, 20___ (the "Supplement"), made by PROASSURANCE
CORPORATION, a corporation organized under the laws of Delaware (the "Pledgor"),
in favor of SOUTHTRUST BANK, an Alabama banking corporation, as Administrative
Agent (in such capacity, the "Administrative Agent"), under the Credit Agreement
(as defined in the Pledge
_____________
dt 715077
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| 2004 |
Preferred Securities Guarantee Agreement
Preferred Securities Guarantee Agreement (63K)
Doc #349448: Click preview link for longer preview.
PREFERRED SECURITIES GUARANTEE AGREEMENT
PROASSURANCE CAPITAL TRUST II
Dated as of May 12, 2004
{PAGE}
Table of Contents
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS AND INTERPRETATION 1
SECTION 1.1 Definitions and Interpretation........................................................ 1
ARTICLE II LIST OF HOLDERS; EVENTS OF DEFAULT 4
SECTION 2.1 Lists of Holders of Securities........................................................ 4
SECTION 2.2 Events of Default; Waiver............................................................. 5
SECTION 2.3 Event of Default; Notice.............................................................. 5
ARTICLE III POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE 5
SECTION 3.1 Powers and Duties of the Preferred Guarantee Trustee.................................. 5
SECTION 3.2 Certain Rights of Preferred Guarantee Trustee......................................... 7
SECTION 3.3 Not Responsible for Recitals or Issuance of Preferred Securities Guarantee............ 9
SECTION 3.4 Compensation.......................................................................... 9
SECTION 3.5 Securities............................................................................ 9
ARTICLE IV PREFERRED GUARANTEE TRUSTEE 9
SECTION 4.1 Preferred Guarantee Trustee; Eligibility.............................................. 9
SECTION 4.2 Appointment, Removal and Resignation of Preferred Guarantee Trustee................... 10
ARTICLE V GUARANTEE 11
SECTION 5.1 Guarantee............................................................................. 11
SECTION 5.2 Waiver of Notice and Demand........................................................... 11
SECTION 5.3 Obligations Not Affected.............................................................. 11
SECTION 5.4 Enforcement of Guarantee; Rights of Holders........................................... 12
SECTION 5.5 Guarantee of Payment.................................................................. 13
SECTION 5.6 Subrogation........................................................................... 13
SECTION 5.7 Independent Obligations............................................................... 13
SECTION 5.8 Enforcement........................................................................... 13
ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION 14
SECTION 6.1 Limitation of Transactions............................................................ 14
SECTION 6.2 Ranking............................................................................... 14
ARTICLE VII TERMINATION 15
SECTION 7.1 Termination........................................................................... 15
ARTICLE VIII INDEMNIFICATION 15
SECTION 8.1 Exculpation........................................................................... 15
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
SECTION 8.2 Indemnification....................................................................... 15
ARTICLE IX MISCELLANEOUS 16
SECTION 9.1 Successors and Assigns................................................................ 16
SECTION 9.2 Amendments............................................................................ 16
SECTION 9.3 Notices............................................................................... 16
SECTION 9.4 Benefit............................................................................... 17
SECTION 9.5 Governing Law......................................................................... 17
SECTION 9.6 Submission to Jurisdiction............................................................ 17
SECTION 9.7 Counterparts.......................................................................... 18
SECTION 9.8 Severability.......................................................................... 18
{/TABLE}
ii
{PAGE}
PREFERRED SECURITIES GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT (the "Preferred Securities Guarantee"), dated
as of May 12, 2004, is executed and delivered by ProAssurance Corporation, a
Delaware corporation (together with its successors, the "Guarantor"), and
Wilmington Trust Company, a Delaware banking corporation, as trustee (the
"Preferred Guarantee Trustee"), for the benefit of the Holders (as defined
herein) of ProAssurance Capital Trust II, a Delaware statutory trust (the
"Issuer").
WHEREAS, pursuant to an Amended and Restated Declaration of Trust (as
may be from time to time amended, the "Declaration"), dated as of May 12, 2004,
among the trustees of the Issuer named therein, the Guarantor, as sponsor, and
the holders from time to time of undivided beneficial interests in the assets of
the Issuer, the Issuer proposes to issue preferred securities having an
aggregate liquidation amount of up to $10,000,000 designated as the FTN
Preferred Securities, Preferred Securities having an aggregate liquidation
amount of up to $12,000,000 designated as the ICONS Preferred Securities and
Preferred Securities having an aggregate liquidation amount of up to $10,000,000
designated as the Sandler Preferred Securities (together with the FTN Preferred
Securities and the ICONS Preferred Securities, the "Preferred Securities"); and
WHEREAS, as an incentive for the Holders (as defined herein) to
purchase the Preferred Securities, the Guarantor desires irrevocably and
unconditionally to agree, to the extent set forth in this Preferred Securities
Guarantee, to pay to the Holders the Guarantee Payments (as defined herein) and
to make certain other payments on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the purchase by each Holder, which
purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor
executes and delivers this Preferred Securities Guarantee for the benefit of the
Holders.
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1 Definitions and Interpretation
In this Preferred Securities Guarantee, unless the context otherwise
requires:
(a) capitalized terms used in this Preferred Securities Guarantee
but not defined in the preamble above have the respective meanings assigned to
them in this Section 1.1;
(b) any capitalized term not defined herein shall have the
respective meaning assigned to it in the Declaration in effect as of the date
hereof;
(c) a term defined anywhere in this Preferred Securities Guarantee
has the same meaning throughout;
(d) all references to "the Preferred Securities Guarantee" or
"this Preferred Securities Guarantee" are to this Preferred Securities Guarantee
as modified, supplemented or amended from time to time;
{PAGE}
(e) all references in this Preferred Securities Guarantee to
Articles and Sections are to Articles and Sections of this Preferred Securities
Guarantee, unless otherwise specified; and
(f) a reference to the singular includes the plural and vice
versa.
"Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote, 10% or
more of the outstanding Voting Securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding Voting
Securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.
"Authorized Officer" of a Person means any executive officer,
president, vice-president, assistant vice-president, treasurer, assistant
treasurer, secretary, assistant secretary or other officer of such Person
generally authorized to bind such Person.
"Business Day" means any day other than Saturday, Sunday or any other
day on which commercial banking institutions in The City of New York or
Wilmington, Delaware are permitted or required by any applicable law, regulation
or executive order to close.
"Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.
"Corporate Trust Office" means the office of the Preferred Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001.
"Covered Person" means any Holder or beneficial owner of Preferred
Securities.
"Debentures" means the Floating Rate Junior Subordinated Debentures due
2034 issued by the Guarantor to the Issuer.
"Declaration" has the meaning set forth in the first paragraph of the
recitals hereto.
"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Preferred Securities Guarantee.
"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Issuer: (i) any accrued unpaid Distributions (as defined in
the Declaration) that are required to be paid on such Preferred Securities, to
the extent the Issuer shall have funds available therefor, (ii) the redemption
price, including all accrued and unpaid Distributions to the date of redemption
and applicable premium, if any (the "Redemption Price"), to the extent the
Issuer has funds available therefor, with respect to any Preferred Securities
called for redemption by the Issuer, and (iii)
2
{PAGE}
upon dissolution of the Issuer (other than in connection with the distribution
of Debentures to the Holders or the redemption of all of the Preferred
Securities as provided in the Declaration), the lesser of (a) the aggregate of
the liquidation amount and all accrued and unpaid Distributions on the Preferred
Securities to the date of payment, to the extent the Issuer shall have funds
available therefor, and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer (in either
case, the "Liquidation Distribution").
"Guarantor" has the meaning set forth in preamble hereto.
"Holder" means any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; provided, however, that, in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor or any Affiliate of the Guarantor, but only to the extent
that the Issuer has actual knowledge of such ownership.
"Indemnified Person" means the Preferred Guarantee Trustee, any
Affiliate of the Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Preferred Guarantee Trustee.
"Indenture" means the Indenture dated as of May 12, 2004, between the
Guarantor and Wilmington Trust Company, as trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued by the
Guarantor to the Issuer.
"Issuer" has the meaning set forth in the preamble hereto.
"List of Holders" has the meaning set forth in Section 2.1.
"Majority in Liquidation Amount of Securities" means, except as
provided in the terms of the Preferred Securities set forth in Annex I to the
349448
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Preferred Securities Guarantee Agreement
Preferred Securities Guarantee Agreement (63K)
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PREFERRED SECURITIES GUARANTEE AGREEMENT
PROASSURANCE CAPITAL TRUST I
Dated as of April 29, 2004
{PAGE}
Table of Contents
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS AND INTERPRETATION 1
SECTION 1.1 Definitions and Interpretation.............................................. 1
ARTICLE II LIST OF HOLDERS; EVENTS OF DEFAULT 4
SECTION 2.1 Lists of Holders of Securities.............................................. 4
SECTION 2.2 Events of Default; Waiver................................................... 5
SECTION 2.3 Event of Default; Notice.................................................... 5
ARTICLE III POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE 5
SECTION 3.1 Powers and Duties of the Preferred Guarantee Trustee........................ 5
SECTION 3.2 Certain Rights of Preferred Guarantee Trustee............................... 7
SECTION 3.3 Not Responsible for Recitals or Issuance of Preferred Securities Guarantee.. 9
SECTION 3.4 Compensation................................................................ 9
SECTION 3.5 Securities.................................................................. 9
ARTICLE IV PREFERRED GUARANTEE TRUSTEE 9
SECTION 4.1 Preferred Guarantee Trustee; Eligibility.................................... 9
SECTION 4.2 Appointment, Removal and Resignation of Preferred Guarantee Trustee......... 10
ARTICLE V GUARANTEE 11
SECTION 5.1 Guarantee................................................................... 11
SECTION 5.2 Waiver of Notice and Demand................................................. 11
SECTION 5.3 Obligations Not Affected.................................................... 12
SECTION 5.4 Enforcement of Guarantee; Rights of Holders................................. 12
SECTION 5.5 Guarantee of Payment........................................................ 13
SECTION 5.6 Subrogation................................................................. 13
SECTION 5.7 Independent Obligations..................................................... 13
SECTION 5.8 Enforcement................................................................. 13
ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION 14
SECTION 6.1 Limitation of Transactions.................................................. 14
SECTION 6.2 Ranking..................................................................... 14
ARTICLE VII TERMINATION 15
SECTION 7.1 Termination................................................................. 15
ARTICLE VIII INDEMNIFICATION 15
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
SECTION 8.1 Exculpation................................................................. 15
SECTION 8.2 Indemnification............................................................. 15
ARTICLE IX MISCELLANEOUS 16
SECTION 9.1 Successors and Assigns...................................................... 16
SECTION 9.2 Amendments.................................................................. 16
SECTION 9.3 Notices..................................................................... 16
SECTION 9.4 Benefit..................................................................... 17
SECTION 9.5 Governing Law............................................................... 17
SECTION 9.6 Submission to Jurisdiction.................................................. 17
SECTION 9.7 Counterparts................................................................ 18
SECTION 9.8 Severability................................................................ 18
{/TABLE}
ii
{PAGE}
PREFERRED SECURITIES GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT (the "Preferred Securities Guarantee"), dated
as of April 29, 2004, is executed and delivered by ProAssurance Corporation, a
Delaware corporation (together with its successors, the "Guarantor"), and
Wilmington Trust Company, a Delaware banking corporation, as trustee (the
"Preferred Guarantee Trustee"), for the benefit of the Holders (as defined
herein) of ProAssurance Capital Trust I, a Delaware statutory trust (the
"Issuer").
WHEREAS, pursuant to an Amended and Restated Declaration of Trust (as
may be from time to time amended, the "Declaration"), dated as of April 29,
2004, among the trustees of the Issuer named therein, the Guarantor, as sponsor,
and the holders from time to time of undivided beneficial interests in the
assets of the Issuer, the Issuer is issuing on the Closing Date April 29
preferred securities, having an aggregate liquidation amount of $13,000,000
designated as the Dekania Preferred Securities (the "Preferred Securities"); and
WHEREAS, as an incentive for the Holders (as defined herein) to
purchase the Preferred Securities, the Guarantor desires irrevocably and
unconditionally to agree, to the extent set forth in this Preferred Securities
Guarantee, to pay to the Holders the Guarantee Payments (as defined herein) and
to make certain other payments on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the purchase by each Holder, which
purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor
executes and delivers this Preferred Securities Guarantee for the benefit of the
Holders.
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1 Definitions and Interpretation
In this Preferred Securities Guarantee, unless the context otherwise
requires:
(a) capitalized terms used in this Preferred Securities Guarantee but
not defined in the preamble above have the respective meanings assigned to them
in this Section 1.1;
(b) any capitalized term not defined herein shall have the respective
meaning assigned to it in the Declaration in effect as of the date hereof;
(c) a term defined anywhere in this Preferred Securities Guarantee has
the same meaning throughout;
(d) all references to "the Preferred Securities Guarantee" or "this
Preferred Securities Guarantee" are to this Preferred Securities Guarantee as
modified, supplemented or amended from time to time;
(e) all references in this Preferred Securities Guarantee to Articles
and Sections are to Articles and Sections of this Preferred Securities
Guarantee, unless otherwise specified; and
{PAGE}
(f) a reference to the singular includes the plural and vice versa.
"Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote, 10% or
more of the outstanding Voting Securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding Voting
Securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.
"Authorized Officer" of a Person means any executive officer,
president, vice-president, assistant vice-president, treasurer, assistant
treasurer, secretary, assistant secretary or other officer of such Person
generally authorized to bind such Person.
"Business Day" means any day other than Saturday, Sunday or any other
day on which commercial banking institutions in The City of New York or
Wilmington, Delaware are permitted or required by any applicable law, regulation
or executive order to close.
"Closing Date" means the Closing Date as defined in the Purchase
Agreement.
"Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.
"Corporate Trust Office" means the office of the Preferred Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001.
"Covered Person" means any Holder or beneficial owner of Preferred
Securities.
"Debentures" means the Floating Rate Junior Subordinated Debentures due
2034 issued by the Guarantor to the Issuer.
"Declaration" has the meaning set forth in the first paragraph of the
recitals hereto.
"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Preferred Securities Guarantee.
"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Issuer: (i) any accrued unpaid Distributions (as defined in
the Declaration) that are required to be paid on such Preferred Securities, to
the extent the Issuer shall have funds available therefor, (ii) the redemption
price, including all accrued and unpaid Distributions to the date of redemption
and applicable premium, if any (the "Redemption Price"), to the extent the
Issuer has funds available therefor, with respect to any Preferred Securities
called for redemption by the Issuer, and (iii) upon dissolution of the Issuer
(other than in connection with the distribution of Debentures to the
2
{PAGE}
Holders or the redemption of all of the Preferred Securities as provided in the
Declaration), the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid Distributions on the Preferred Securities to the date of
payment, to the extent the Issuer shall have funds available therefor, and (b)
the amount of assets of the Issuer remaining available for distribution to
Holders in liquidation of the Issuer (in either case, the "Liquidation
Distribution").
"Guarantor" has the meaning set forth in preamble hereto.
"Holder" means any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; provided, however, that, in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor or any Affiliate of the Guarantor, but only to the extent
that the Issuer has actual knowledge of such ownership.
"Indemnified Person" means the Preferred Guarantee Trustee, any
Affiliate of the Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Preferred Guarantee Trustee.
"Indenture" means the Indenture dated as of April 29, 2004, between the
Guarantor and Wilmington Trust Company, as trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued by the
Guarantor to the Issuer.
"Issuer" has the meaning set forth in the preamble hereto.
"List of Holders" has the meaning set forth in Section 2.1.
"Majority in Liquidation Amount of Securities" means, except as
349458
| |
Morgan Stanley
As referenced in this Preferred Securities Guarantee Agreement:
Morgan Stanley & Co. – Securities Guarantee" has the meaning set forth in the
preamble hereto.
"Purchase Agreement" means the Placement and Purchase Agreement dated
as of April 26, 2004 among the Trust, the Sponsor, Morgan Stanley & Co.
Incorporated, Cochran, Caronia Securities LLC and Dekania CDO II, Ltd.
"Resignation Request" has the meaning set forth in Section 4.2(c).
"Responsible Officer" means, with respect to the
_____________
dt 732773
|
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| 2003 |
Purchase Agreement
Purchase Agreement (124K)
Doc #349471: Click preview link for longer preview.
PROASSURANCE CORPORATION
3.90% CONVERTIBLE SENIOR DEBENTURES DUE 2023
PURCHASE AGREEMENT
DATED JULY 1, 2003
{PAGE}
i
TABLE OF CONTENTS
{TABLE}
{S} {C}
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY ........................................... 2
(a) No Registration ................................................................................ 2
(b) No Integration ................................................................................. 2
(c) Rule 144A ...................................................................................... 3
(d) Offering Memorandum ............................................................................ 3
(e) Offering Materials Furnished to the Initial Purchasers ......................................... 3
(f) Authorization of the Purchase Agreement ........................................................ 3
(g) Authorization of the Indenture ................................................................. 3
(h) Authorization of the Debentures ................................................................ 3
(i) Authorization of the Conversion Shares and Put Shares .......................................... 4
(j) Authorization of the Registration Rights Agreement ............................................. 4
(k) No Material Adverse Change ..................................................................... 4
(l) Independent Accountants ........................................................................ 4
(m) Preparation of the Financial Statements ........................................................ 5
(n) Incorporation and Good Standing of the Company and its Subsidiaries ............................ 5
(o) Capitalization and Other Capital Stock Matters ................................................. 5
(p) Stock Exchange Listing ......................................................................... 6
(q) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required ..... 6
(r) No Material Actions or Proceedings ............................................................. 6
(s) Intellectual Property Rights ................................................................... 7
(t) Governmental Licenses .......................................................................... 7
(u) Absence of Labor Dispute ....................................................................... 7
(v) Title to Properties ............................................................................ 7
(w) Tax Law Compliance ............................................................................. 8
(x) Company Not an "Investment Company" ............................................................ 8
(y) Insurance ...................................................................................... 8
(z) No Price Stabilization or Manipulation ......................................................... 9
(aa) Related Party Transactions .................................................................... 9
(bb) No General Solicitation ....................................................................... 9
(cc) Reporting Company ............................................................................. 9
(dd) Sarbanes-Oxley ................................................................................ 9
(ee) Exchange Act Compliance ....................................................................... 9
(ff) No Unlawful Contributions or Other Payments ................................................... 9
(gg) Company's Accounting System and Internal Controls ............................................. 9
(hh) ERISA Compliance .............................................................................. 10
(ii) Brokers ....................................................................................... 10
(jj) Divided Payments .............................................................................. 10
(kk) No Outstanding Loans or Other Indebtedness .................................................... 10
(ll) Compliance with Laws .......................................................................... 10
(mm) Statutory Insurance Filings ................................................................... 11
(nn) Reserving Practices ........................................................................... 11
(oo) Claims-paying Ability Rating .................................................................. 11
(pp) Validity of Reinsurance Treaties .............................................................. 11
SECTION 2. PURCHASE, SALE AND DELIVERY OF THE DEBENTURES ........................................... 12
(a) The Firm Debentures ............................................................................ 12
(b) The First Closing Date ......................................................................... 12
{/TABLE}
{PAGE}
ii
{TABLE}
{S} {C}
(c) The Optional Debentures; the Second Closing Date ............................................... 12
(d) Payment for the Debentures ..................................................................... 12
(e) Delivery of the Debentures ..................................................................... 13
SECTION 3. ADDITIONAL COVENANTS OF THE COMPANY ..................................................... 13
(a) Initial Purchasers' Review of Proposed Amendments and Supplements .............................. 13
(b) Amendments and Supplements to the Offering Memorandum and Other Securities Law Matters ......... 13
(c) Notice of Filings .............................................................................. 13
(d) Copies of Offering Memorandum .................................................................. 14
(e) Blue Sky Compliance ............................................................................ 14
(f) Rule 144A Information .......................................................................... 14
(g) Legends ........................................................................................ 14
(h) No General Solicitation ........................................................................ 14
(i) No Integration ................................................................................. 14
(j) Rule 144 Tolling ............................................................................... 14
(k) Use of Proceeds ................................................................................ 15
(l) Transfer Agent ................................................................................. 15
(m) The Depository Trust Company ................................................................... 15
(n) Reservation of Common Stock .................................................................... 15
(o) Rating of Debentures ........................................................................... 15
(p) PORTAL Designation ............................................................................. 15
(q) Earnings Statement ............................................................................. 15
(r) Company to Provide Interim Financial Statements ................................................ 15
(s) New York Stock Exchange Listing ................................................................ 15
(t) Agreement Not to Offer or Sell Additional Securities ........................................... 15
(u) Future Reports to the Representatives .......................................................... 16
(v) Investment Limitation .......................................................................... 16
(w) No Manipulation of Price ....................................................................... 16
(x) Existing Lock-Up Agreement ..................................................................... 16
SECTION 4. PAYMENT OF EXPENSES ..................................................................... 16
SECTION 5. CONDITIONS OF THE OBLIGATIONS OF THE INITIAL PURCHASERS ................................. 17
(a) Accountants' Comfort Letter .................................................................... 17
(b) No Material Adverse Change or Ratings Agency Change ............................................ 17
(c) Opinion of External and Internal Counsel for the Company ....................................... 17
(d) Opinion of Counsel for the Initial Purchasers .................................................. 18
(e) Officers' Certificate .......................................................................... 18
(f) Bring-down Comfort Letter ...................................................................... 18
(g) Registration Rights Agreement .................................................................. 18
(h) Lock-Up Agreement from Officers and Directors of the Company ................................... 18
(i) PORTAL Designation ............................................................................. 19
(j) Additional Documents ........................................................................... 19
SECTION 6. SUBSEQUENT OFFERS AND RESALES OF THE SECURITIES ......................................... 19
(a) Offer and Sale Procedures ...................................................................... 19
(b) Covenants of the Company ....................................................................... 20
(c) Qualified Institutional Buyer .................................................................. 21
(d) Restricted Securities .......................................................................... 21
SECTION 7. REIMBURSEMENT OF INITIAL PURCHASERS' EXPENSES ........................................... 21
SECTION 8. INDEMNIFICATION ......................................................................... 21
(a) Indemnification of the Initial Purchasers by the Company ....................................... 21
(b) Indemnification of the Company, its Directors and Officers ..................................... 22
(c) Notifications and Other Indemnification Procedures ............................................. 22
{/TABLE}
{PAGE}
iii
{TABLE}
{S} {C}
(d) Settlements .................................................................................... 23
SECTION 9. CONTRIBUTION ............................................................................ 23
SECTION 10. DEFAULT OF ONE OR MORE OF THE SEVERAL INITIAL PURCHASERS ............................... 24
SECTION 11. TERMINATION OF THIS AGREEMENT .......................................................... 26
SECTION 12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY .................................... 26
SECTION 13. NOTICES ................................................................................ 26
SECTION 14. SUCCESSORS ............................................................................. 28
SECTION 15. PARTIAL UNENFORCEABILITY ............................................................... 28
SECTION 16. GOVERNING LAW .......................................................................... 28
SECTION 17. GENERAL PROVISIONS ..................................................................... 28
{/TABLE}
{PAGE}
PURCHASE AGREEMENT
July 1, 2003
BANC OF AMERICA SECURITIES LLC
COCHRAN, CARONIA SECURITIES LLC
c/o BANC OF AMERICA SECURITIES LLC
600 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
INTRODUCTORY. ProAssurance Corporation, a Delaware corporation
(the "COMPANY"), proposes to issue and sell to the several purchasers named in
Schedule A (the "INITIAL PURCHASERS") $100,000,000 in aggregate principal amount
of its 3.90% Convertible Senior Debentures due 2023 (the "FIRM DEBENTURES"). In
addition, the Company has granted to the Initial Purchasers an option to
purchase up to an additional $35,000,000 in aggregate principal amount of its
3.90% Convertible Senior Debentures due 2023, as provided in Section 2 of this
Agreement. The additional $35,000,000 in aggregate principal amount to be sold
by the Company pursuant to such option are called the "OPTIONAL DEBENTURES". The
Firm Debentures and, if and to the extent such option is exercised, the Optional
Debentures are collectively called the "DEBENTURES". Banc of America Securities
LLC ("BAS") and Cochran, Caronia Securities LLC have agreed to act as
representatives of the several Initial Purchasers (in such capacity, the
"REPRESENTATIVES") in connection with the offering and sale of the Debentures.
The Debentures will be convertible into fully paid,
non-assessable shares of common stock, par value $0.01 per share, of the Company
(the "COMMON STOCK"). The Debentures will be convertible initially at a
conversion rate of 23.9037 shares per $1,000 principal amount of the Debentures,
on the terms, and subject to the conditions, set forth in the Indenture (as
defined below). As used herein, "CONVERSION SHARES" means the shares of Common
Stock into which the Debentures are convertible. The Debentures will be issued
pursuant to an indenture (the "INDENTURE") to be dated as of the First Closing
Date (as defined in Section 2 of this Agreement), between the Company and
SouthTrust Bank, a banking corporation, as trustee (the "TRUSTEE").
The Debentures will be offered and sold to the Initial
Purchasers without being registered under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), and the rules and regulations (the "RULES AND
REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION")
thereunder, in reliance upon an exemption therefrom.
Holders of the Debentures (including the Initial Purchasers
and their direct and indirect transferees) will be entitled to the benefits of a
Resale Registration Rights Agreement, dated the First Closing Date, between the
Company and the Initial Purchasers (the "REGISTRATION RIGHTS AGREEMENT") in the
form of Exhibit C attached hereto. In accordance with the Registration Rights
Agreement, pursuant to which the Company will agree to file with the Commission
a shelf registration statement pursuant to Rule 415 under the Securities Act
(the "REGISTRATION STATEMENT") covering the resale of the Debentures and the
Conversion Shares, and
{PAGE}
2
to use its best efforts to cause the Registration Statement to be declared
effective. This Agreement, the Indenture, the Debentures and the Registration
Rights Agreement are referred to herein collectively as the "OPERATIVE
DOCUMENTS".
The Company understands that the Initial Purchasers
propose to make an offering of the Debentures on the terms and in the manner set
forth herein and in the Offering Memorandum (as defined below) and agrees that
the Initial Purchasers may resell, subject to the conditions set forth herein,
all or a portion of the Debentures to purchasers (the "SUBSEQUENT PURCHASERS")
at any time after the date of this Agreement. The terms of the Debentures and
the Indenture will require that investors that acquire the Debentures expressly
agree that the Debentures (and any Conversion Shares) may only be resold or
otherwise transferred, after the date hereto, if such Debentures (or Conversion
Shares) are registered for sale under the Securities Act or if an exemption from
the registration requirements of the Securities Act is available (including the
exemption afforded by Rule 144A ("RULE 144A") thereunder).
The Company has prepared an offering memorandum dated
the date hereof setting forth information concerning the Company, the
Debentures, the Registration Rights Agreement and the Common Stock (including
the Conversion Shares and the Put Shares (as defined below) in form and
substance reasonably satisfactory to the Initial Purchasers. As used in this
Agreement, "OFFERING MEMORANDUM" means, collectively, the preliminary offering
memorandum dated as of June 30, 2003 (the "PRELIMINARY OFFERING MEMORANDUM") and
the final offering memorandum dated the date hereof (the "FINAL OFFERING
MEMORANDUM"), each as amended or supplemented by the Company. As used herein,
each of the terms "Offering Memorandum", "Preliminary Offering Memorandum" and
"Final Offering Memorandum" shall include in each case the documents
incorporated or deemed to be incorporated by reference therein.
The Company hereby confirms its agreements with the
Initial Purchasers as follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
349471
|
BofA Securities
As referenced in this Purchase Agreement:
BANC OF AMERICA SECURITIES LLC – 28
SECTION 15. PARTIAL UNENFORCEABILITY ............................................................... 28
SECTION 16. GOVERNING LAW .......................................................................... 28
SECTION 17. GENERAL PROVISIONS ..................................................................... 28
{/TABLE}
{PAGE}
PURCHASE AGREEMENT
July 1, 2003
BANC OF AMERICA SECURITIES LLC
COCHRAN, CARONIA SECURITIES LLC
c/o BANC OF AMERICA SECURITIES LLC
600 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
INTRODUCTORY.
_____________
BANC OF AMERICA SECURITIES LLC – SECTION 17. GENERAL PROVISIONS ..................................................................... 28
{/TABLE}
{PAGE}
PURCHASE AGREEMENT
July 1, 2003
BANC OF AMERICA SECURITIES LLC
COCHRAN, CARONIA SECURITIES LLC
c/o BANC OF AMERICA SECURITIES LLC
600 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
INTRODUCTORY. ProAssurance Corporation, a Delaware corporation
(the "COMPANY"), proposes to issue and
_____________
Banc of America Securities
LLC – OPTIONAL DEBENTURES". The
Firm Debentures and, if and to the extent such option is exercised, the Optional
Debentures are collectively called the "DEBENTURES". Banc of America Securities
LLC ("BAS") and Cochran, Caronia Securities LLC have agreed to act as
representatives of the several Initial Purchasers (in such capacity, the
"REPRESENTATIVES")
_____________
Banc of America Securities LLC – be in
writing and shall be mailed, hand delivered or telecopied and confirmed to the
parties hereto as follows:
If to the Representatives:
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Facsimile: 212-847-5084
ATTENTION: Robert Giammarco
with a copy to:
Banc of America
_____________
Banc of America Securities LLC – of America Securities LLC
9 West 57th Street
New York, NY 10019
Facsimile: 212-847-5084
ATTENTION: Robert Giammarco
with a copy to:
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Facsimile: 212-847-5124
ATTENTION: Eric Hambleton
and with a copy to:
Shearman & Sterling
_____________
dt 713001
;
SouthTrust Bank
As referenced in this Purchase Agreement:
SouthTrust Bank, – the "INDENTURE") to be dated as of the First Closing
Date (as defined in Section 2 of this Agreement), between the Company and
SouthTrust Bank, a banking corporation, as trustee (the "TRUSTEE").
The Debentures will be offered and sold to the Initial
Purchasers without being registered under
_____________
SouthTrust Bank, – Assurance, Inc., Professionals Group, Inc., The Medical
Assurance Company, Inc. and ProNational Insurance Company are subject to a
pledge and security agreement with SouthTrust Bank, as Administrative Agent, for
the ratable benefit of certain lenders under a credit facility dated May 10,
2001. The Company owns, directly
_____________
SouthTrust Bank – On or before the First Closing Date, the consent (in form
and substance reasonably satisfactory to the Initial Purchasers and their
counsel) of SouthTrust Bank to the issuance of the Debentures contemplated in
this Agreement.
(k) Additional Documents. On or before each of the First Closing Date
and
_____________
dt 715101
;
|
Burr & Forman
As referenced in this Purchase Agreement:
Burr & Forman – Counsel for the Company and Ernst
& Young LLP. On each of the First Closing Date and the Second Closing Date the
Representatives shall have received: (1) the favorable opinion of Burr & Forman
LLP, external counsel for the Company, dated as of such Closing Date, the form
of which is attached as Exhibit A (and the Representatives shall have received
an additional
_____________
Burr & Forman – 6069
ATTENTION: Christopher Cummings
If to the Company:
ProAssurance Corporation
100 Brookwood Place
Birmingham, Alabama 35209
Facsimile: (205) 877-4405
ATTENTION: A. Derrill Crowe, M.D.
with a copy to:
Burr & Forman LLP
3100 Southtrust Tower
420 North 20th Street
Birmingham, Alabama 35203
ATTENTION: Jack Stephenson
Any party hereto may change the address for receipt of communications by giving
written notice
_____________
dt 745502
;
Shearman
As referenced in this Purchase Agreement:
Shearman & Sterling – Purchasers).
(d) Opinion of Counsel for the Initial Purchasers. On each of the First
Closing Date and the Second Closing Date the Representatives shall have received
the favorable opinion of Shearman & Sterling LLP, counsel for the Initial
Purchasers, dated as of such Closing Date, with respect to the matters
customarily addressed in such transactions.
(e) Officers' Certificate. On each of the First
_____________
Shearman & Sterling – Giammarco
with a copy to:
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Facsimile: 212-847-5124
ATTENTION: Eric Hambleton
and with a copy to:
Shearman & Sterling LLP
{PAGE}
27
599 Lexington Avenue
New York, NY 10022-6069
ATTENTION: Christopher Cummings
If to the Company:
ProAssurance Corporation
100 Brookwood Place
Birmingham, Alabama 35209
Facsimile: (205) 877-4405
_____________
dt 750061
|
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Stock Ownership Plan
Stock Ownership Plan (32K)
Doc #349467: Click preview link for longer preview.
TABLE OF CONTENTS
Page
----
1. Definitions............................................................ 1
2. Administration......................................................... 4
3. Eligibility............................................................ . . .
349467
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Stock Ownership Plan
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Stock Ownership Plan
Stock Ownership Plan (32K)
Doc #349498: Click preview link for longer preview.
PAGE
----
1. DEFINITIONS................................................................ 1
2. ADMINISTRATION............................................................. 5
3. ELIGIBILITY................................................................ 5
4. METHOD OF PARTICIPATION.......... . . .
349498
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Subordinated Indenture
Subordinated Indenture (205K)
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4027491
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Supplemental Life Insurance Plan
Supplemental Life Insurance Plan (3K)
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Tax Gross-Up Agreement
Tax Gross-Up Agreement (3K)
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| 2001 |
Term Loan Note
Term Loan Note (7K)
Doc #349517: Click preview link for longer preview.
TERM LOAN NOTE
$36,666,667.00 Birmingham, Alabama
May 10, 2001
FOR VALUE RECEIVED, PROASSURANCE CORPORATION, a Delaware corporation
(the "Borrower"), promises to pay to the order of SOUTHTRUST BANK, an Alabama
banking corporation (the "Lender"), the principal sum of THIRTY-SIX MILLION SIX
HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SEVEN AND NO/100 DOLLARS
($36,666,667.00), or such lesser amount as shall . . .
349517
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BofA
As referenced in this Term Loan Note:
Bank of America, Na – Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent, and Administrative Agent, and Bank of America, Na tional Association, as
Co-Arranger (as the same may be amended and modified from time to time, the
"Credit Agreement"). Terms defined in the Credit Agreement are used herein with
_____________
dt 750013
;
|
SouthTrust Bank
As referenced in this Term Loan Note:
SOUTHTRUST BANK, – 00 Birmingham, Alabama
May 10, 2001
FOR VALUE RECEIVED, PROASSURANCE CORPORATION, a Delaware corporation
(the "Borrower"), promises to pay to the order of SOUTHTRUST BANK, an Alabama
banking corporation (the "Lender"), the principal sum of THIRTY-SIX MILLION SIX
HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SEVEN
_____________
SouthTrust Bank, – and interest shall be made in lawful money of the United
States in Federal or other immediately available funds at the office of
SouthTrust Bank, as Administrative Agent, 420 North 20th Street, Birmingham,
Alabama 35203, or such other address as may be specified from time to time
_____________
SouthTrust Bank, – to in the Credit
Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent, and Administrative Agent, and Bank of America, National Association, as
Co-Arranger (as the same may be
_____________
dt 715088
|
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Term Loan Note
Term Loan Note (7K)
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TERM LOAN NOTE
$22,000,000.00 Birmingham, Alabama
May 10, 2001
FOR VALUE RECEIVED, PROASSURANCE CORPORATION, a Delaware corporation
(the "Borrower"), promises to pay to the order of BANK OF AMERICA, N.A., a
national banking association (the "Lender"), the principal sum of TWENTY-TWO
MILLION AND NO/100 DOLLARS ($22,000,000.00), or such lesser amount as shall
equal the aggregate unpaid principal amount of all . . .
349518
|
BofA
As referenced in this Term Loan Note:
BANK OF AMERICA, N.A. – 3
TERM LOAN NOTE
$22,000,000.00 Birmingham, Alabama
May 10, 2001
FOR VALUE RECEIVED, PROASSURANCE CORPORATION, a Delaware corporation
(the "Borrower"), promises to pay to the order of BANK OF AMERICA, N.A. , a
national banking association (the "Lender"), the principal sum of TWENTY-TWO
MILLION AND NO/100 DOLLARS ($22,000,000.00), or such lesser amount as shall
equal the
_____________
Bank of America, Na – Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent, and Administrative Agent, and Bank of America, Na tional Association, as
Co-Arranger (as the same may be amended and modified from time to time, the
"Credit Agreement"). Terms defined in the Credit Agreement are used herein with
_____________
dt 749705
;
|
SouthTrust Bank
As referenced in this Term Loan Note:
SouthTrust Bank, – and interest shall be
made in lawful money of the United States in Federal or other immediately
available funds at the office of SouthTrust Bank, as Administrative Agent, 420
North 20th Street, Birmingham, Alabama 35203, or such other address as may be
specified from time to time
_____________
SouthTrust Bank, – to in the Credit
Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent, and Administrative Agent, and Bank of America, National Association, as
Co-Arranger (as the same may be
_____________
dt 715087
|
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| 2001 |
Term Loan Note
Term Loan Note (8K)
Doc #349519: Click preview link for longer preview.
TERM LOAN NOTE
$18,333,333.00 Birmingham, Alabama
May 10, 2001
FOR VALUE RECEIVED, PROASSURANCE CORPORATION, a Delaware corporation
(the "Borrower"), promises to pay to the order of AMSOUTH BANK, an Alabama
banking corporation (the "Lender"), the principal sum of EIGHTEEN MILLION THREE
HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND NO/100 DOLLARS
($18,333,333.00), or such lesser amount as shall . . .
349519
|
AmSouth Bank
As referenced in this Term Loan Note:
AMSOUTH BANK, – 4
TERM LOAN NOTE
$18,333,333.00 Birmingham, Alabama
May 10, 2001
FOR VALUE RECEIVED, PROASSURANCE CORPORATION, a Delaware corporation
(the "Borrower"), promises to pay to the order of AMSOUTH BANK, an Alabama
banking corporation (the "Lender"), the principal sum of EIGHTEEN MILLION THREE
HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND NO/100 DOLLARS
($18,333,333.00),
_____________
dt 735768
;
|
BofA
As referenced in this Term Loan Note:
Bank of America, Na – Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent, and Administrative Agent, and Bank of America, Na tional Association, as
Co-Arranger (as the same may be amended and modified from time to time, the
"Credit Agreement"). Terms defined in the Credit Agreement are used herein with
_____________
dt 750014
;
SouthTrust Bank
As referenced in this Term Loan Note:
SouthTrust Bank, – and interest shall be made in lawful money of the United
States in Federal or other immediately available funds at the office of
SouthTrust Bank, as Administrative Agent, 420 North 20th Street, Birmingham,
Alabama 35203, or such other address as may be specified from time to time
_____________
SouthTrust Bank, – to in the Credit
Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent, and Administrative Agent, and Bank of America, National Association, as
Co-Arranger (as the same may be
_____________
dt 715086
|
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Term Loan Note
Term Loan Note (8K)
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TERM LOAN NOTE
$18,333,333.00 Birmingham, Alabama
May 10, 2001
FOR VALUE RECEIVED, PROASSURANCE CORPORATION, a Delaware corporation
(the "Borrower"), promises to pay to the order of REGIONS BANK, an Alabama
banking corporation (the "Lender"), the principal sum of EIGHTEEN MILLION THREE
HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND NO/100 DOLLARS
($18,333,333.00), or such lesser amount as shall equal the aggregate unpaid
principal amount of all Borrowings disbursed by the Lender to the Borrower
pursuant to Section 2.2 of the Credit Agreement referred to below, on the dates
and in the amounts provided for Borrowings under the Term Loan Facility pursuant
to the Credit Agreement. The Borrower promises to pay interest on the unpaid
principal amount of this note on the dates and at the rate or rates provided for
in the Credit Agreement. Interest on any overdue principal of and, to the extent
permitted by law, overdue interest on the principal amount hereof shall bear
interest at the Default Rate, as provided for in the Credit Agreement. All such
payments of principal and interest shall be made in lawful money of the United
States in Federal or other immediately available funds at the office of
SouthTrust Bank, as Administrative Agent, 420 North 20th Street, Birmingham,
Alabama 35203, or such other address as may be specified from time to time
pursuant to the Credit Agreement.
349520
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BofA
As referenced in this Term Loan Note:
Bank of America, Na – Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent, and Administrative Agent, and Bank of America, Na tional Association, as
Co-Arranger (as the same may be amended and modified from time to time, the
"Credit Agreement"). Terms defined in the Credit Agreement are used herein with
_____________
dt 750015
;
|
SouthTrust Bank
As referenced in this Term Loan Note:
SouthTrust Bank, – and interest shall be made in lawful money of the United
States in Federal or other immediately available funds at the office of
SouthTrust Bank, as Administrative Agent, 420 North 20th Street, Birmingham,
Alabama 35203, or such other address as may be specified from time to time
_____________
SouthTrust Bank, – to in the Credit
Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent, and Administrative Agent, and Bank of America, National Association, as
Co-Arranger (as the same may be
_____________
dt 715085
|
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| 2001 |
Term Loan Note
Term Loan Note (7K)
Doc #349521: Click preview link for longer preview.
TERM LOAN NOTE
$14,666,667.00 Birmingham, Alabama
May 10, 2001
FOR VALUE RECEIVED, PROASSURANCE CORPORATION, a Delaware corporation
(the "Borrower"), promises to pay to the order of LASALLE BANK, N.A., a national
banking association (the "Lender"), the principal sum of FOURTEEN MILLION SIX
HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SEVEN AND NO/100 DOLLARS
($14,666,667.00), or such lesser amount as shall equal the aggregate unpaid
principal amount of all Borrowings disbursed by the Lender to the Borrower
pursuant to Section 2.2 of the Credit Agreement referred to below, on the dates
and in the amounts provided for Borrowings under the Term Loan Facility pursuant
to the Credit Agreement. The Borrower promises to pay interest on the unpaid
principal amount of this note on the dates and at the rate or rates provided for
in the Credit Agreement. Interest on any overdue principal of and, to the extent
permitted by law, overdue interest on the principal amount hereof shall bear
interest at the Default Rate, as provided for in the Credit Agreement. All such
payments of principal and interest shall be made in lawful money of the United
States in Federal or other immediately available funds at the office of
SouthTrust Bank, as Administrative Agent, 420 North 20th Street, Birmingham,
Alabama 35203, or such other address as may be specified from time to time
pursuant to the Credit Agreement.
349521
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BofA
As referenced in this Term Loan Note:
Bank of America, Na – Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent, and Administrative Agent, and Bank of America, Na tional Association, as
Co-Arranger (as the same may be amended and modified from time to time, the
"Credit Agreement"). Terms defined in the Credit Agreement are used herein with
_____________
dt 750016
;
|
LaSalle Bank
As referenced in this Term Loan Note:
LASALLE BANK, N – 6
TERM LOAN NOTE
$14,666,667.00 Birmingham, Alabama
May 10, 2001
FOR VALUE RECEIVED, PROASSURANCE CORPORATION, a Delaware corporation
(the "Borrower"), promises to pay to the order of LASALLE BANK, N .A., a national
banking association (the "Lender"), the principal sum of FOURTEEN MILLION SIX
HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SEVEN AND NO/100 DOLLARS
($14,666,667.
_____________
dt 859313
;
SouthTrust Bank
As referenced in this Term Loan Note:
SouthTrust Bank, – and interest shall be made in lawful money of the United
States in Federal or other immediately available funds at the office of
SouthTrust Bank, as Administrative Agent, 420 North 20th Street, Birmingham,
Alabama 35203, or such other address as may be specified from time to time
_____________
SouthTrust Bank, – to in the Credit
Agreement dated as of May 10, 2001 among the Borrower, the Lenders listed on the
signature pages thereof, and SouthTrust Bank, as Lead Arranger, Syndication
Agent, and Administrative Agent, and Bank of America, National Association, as
Co-Arranger (as the same may be
_____________
dt 715084
|
Preview
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| 2002 |
Trust Agreement
Trust Agreement (30K)
Doc #349499: Click preview link for longer preview.
TRUST AGREEMENT
THIS AGREEMENT made this ____ day of __________, 1999, effective as set
forth below, by and between MICHIGAN EDUCATIONAL EMPLOYEES MUTUAL INSURANCE
COMPANY (the "Company") and MICHIGAN NATIONAL BANK ("Trustee");
WHEREAS, the Company has adopted the Amended and Restated Michigan
Educational Employees Mutual Insurance Company Incentive Plan (the "Plan"),
which is attached hereto as Appendix A and by this reference made a part hereof
(along with any amendments thereto as are made hereafter);
WHEREAS, the Company has incurred or expects to incur liability under
the terms of such Plan with respect to incentive awards granted to the
individuals participating in such Plan ("Participants");
WHEREAS, as anticipated by Section 15(b) of the Plan, and in accordance
with resolutions adopted by the Company's Board of Directors, the Company wishes
to establish the MEEMIC Incentive Plan Trust (hereinafter the "Trust") and to
contribute to the Trust assets that shall be held therein, subject to the claims
of the Company's creditors in the event of the Company's Insolvency, until paid
to the Participants and their beneficiaries in such manner and at such times as
specified in the Plan;
WHEREAS, while it is the intention of the Company that this Trust shall
constitute an "unfunded" arrangement, it is the further intention of the Company
to make contributions to the Trust to provide itself with a source of funds to
assist the Company in meeting its liabilities under the Plan;
NOW, THEREFORE, intending to be legally bound hereby, the parties do
hereby establish the Trust and agree that the Trust shall be comprised, held and
disposed of as follows:
ARTICLE 1
ESTABLISHMENT OF TRUST
1.1 Establishment of Trust. The Company hereby establishes with the
Trustee a trust to be known as the MEEMIC Incentive Plan Trust, to accept such
sums of money, stock in MEEMIC Holdings, Inc. (the "Holding Company"), and other
property acceptable to the Trustee as from time to time shall be paid or
delivered to the Trustee, to be held in trust, administered and disposed of by
Trustee as provided in this Trust Agreement.
{PAGE}
1.2 Irrevocability of Trust. The Trust hereby established shall be
irrevocable; provided, however, that the Trust shall be deemed to be revocable
as provided in Section 4.2 of this Trust Agreement with respect to those assets
held by the Trustee with respect to any unvested incentive awards granted under
the Plan.
1.3 Grantor Trust. The Trust is intended to be a grantor trust, of
which the Company is the grantor, within the meaning of subpart E, part I,
subchapter J, chapter 1, subtitle A of the Code, and shall be construed
accordingly.
1.4 Limitations. The principal of the Trust, and any earnings and
profits thereon shall be held in trust, separate and apart from other funds of
the Company and shall be used exclusively for the uses and purposes of Plan
Participants and their beneficiaries, and the policyholders and general
creditors of the Company, as herein set forth. Plan Participants and their
beneficiaries shall have no preferred claim on, or any beneficial ownership
interest in, any assets of the Trust. Any rights created under the Plan and this
Trust Agreement shall be mere unsecured contractual rights of Plan Participants
and their beneficiaries against the Company. Any assets held by the Trust will
be subject to the claims of the Company's policyholders and general creditors in
the event the Company is Insolvent.
1.5 Definitions. Unless the context of this Trust Agreement otherwise
requires, or unless otherwise defined herein, the terms defined in the Plan
shall have the same meaning when used herein as the meaning given to those terms
in the Plan:
(a) "Code" means the Internal Revenue Code of 1986, as
amended.
(b) "Insolvent" or "Insolvency" means the condition of the
Company as described in Section 3.1 of this Trust Agreement.
1.6 Construction. Unless the context indicates a contrary intention,
words of masculine and feminine gender in this Trust Agreement shall be
construed to include the opposite gender, the singular form shall be construed
to include the plural and the plural form shall be construed to include the
singular. The underscored captions are for the sole purpose of convenience in
identifying the general content of the section to which they pertain and shall
not be given any significance or importance in the construction of this Trust
Agreement.
ARTICLE 2
PAYMENTS TO PARTICIPANTS AND BENEFICIARIES
2.1 Payment Schedule and Tax Withholding. The Company shall from time
to time deliver to the Trustee a schedule (the "Payment Schedule") that
indicates the amounts payable in respect of each Plan Participant (and/or his
beneficiaries), that provides a formula or other instructions acceptable to the
Trustee for determining the amounts so payable, the form in which
2
{PAGE}
each such amount is to be paid (as provided for or available under the Plan,
including, but not limited to, payment in the form of Holding Company stock),
and the time of commencement for payment of such amounts. Except as otherwise
provided herein, the Trustee shall make payments to the Plan Participants and
their beneficiaries in accordance with such Payment Schedule. The Trustee shall
make provision for the reporting and withholding of any federal, state or local
taxes that may be required to be withheld with respect to the payment of
benefits pursuant to the terms of the Plan and shall pay amounts withheld to the
349499
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Preview
Full Doc
| 2002 |
Underwriting Agreement
Underwriting Agreement (161K)
Doc #349488: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-1.1
{SEQUENCE}3
{FILENAME}g78631a1exv1w1.txt
{DESCRIPTION}EX-1.1 FORM OF UNDERWRITING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 1.1
2,750,000 SHARES
PROASSURANCE CORPORATION
COMMON STOCK
UNDERWRITING AGREEMENT
DATED , 2002
{PAGE}
i
TABLE OF CONTENTS
{TABLE}
{S} {C}
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................................................2
A. REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................2
(a) Compliance with Registration Requirements............................................................2
(b) Offering Materials Furnished to Underwriters.........................................................3
(c) Distribution of Offering Material By the Company.....................................................3
(d) The Underwriting Agreement...........................................................................3
(e) Authorization of the Common Shares...................................................................3
(f) No Applicable Registration or Other Similar Rights...................................................3
(g) No Material Adverse Change...........................................................................3
(h) Independent Accountants..............................................................................4
(i) Preparation of the Financial Statements..............................................................4
(j) Incorporation and Good Standing of the Company and its Subsidiaries..................................4
(k) Capitalization and Other Capital Stock Matters.......................................................5
(l) Stock Exchange Listing...............................................................................5
(m) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required...........5
(n) No Material Actions or Proceedings...................................................................6
(o) Intellectual Property Rights.........................................................................6
(p) All Necessary Permits, etc...........................................................................6
(q) Absence of Labor Dispute.............................................................................6
(r) Title to Properties..................................................................................7
(s) Tax Law Compliance...................................................................................7
(t) Company Not an "Investment Company"..................................................................7
(u) Insurance............................................................................................7
(v) No Price Stabilization or Manipulation...............................................................7
(w) Related Party Transactions...........................................................................7
(x) Exchange Act Compliance..............................................................................8
(y) No Unlawful Contributions or Other Payments..........................................................8
(z) Company's Accounting System and Internal Controls....................................................8
(aa) ERISA Compliance....................................................................................8
(bb) Brokers.............................................................................................9
(cc) No Outstanding Loans or Other Indebtedness..........................................................9
(dd) Compliance with Laws................................................................................9
(ee) Statutory Insurance Filings.........................................................................9
(ff) Reserving Practices.................................................................................9
(gg) Claims-paying Ability Rating........................................................................9
(hh) Validity of Reinsurance Treaties...................................................................10
B. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER....................................10
(a) The Underwriting Agreement..........................................................................10
(b) The Custody Agreement and Power of Attorney.........................................................10
(c) Title to Common Shares to be Sold; All Authorizations Obtained......................................10
(d) Security Entitlement................................................................................11
(e) Delivery of the Common Shares to be Sold............................................................11
(f) Non-Contravention; No Further Authorizations or Approvals Required..................................11
(g) No Registration or Other Similar Rights.............................................................11
(h) No Further Consents, etc............................................................................11
(i) Disclosure Made by the Selling Stockholder in the Prospectus........................................12
{/TABLE}
{PAGE}
ii
{TABLE}
{S} {C}
(j) No Price Stabilization or Manipulation..............................................................12
(k) Confirmation of Company Representations and Warranties..............................................12
SECTION 2. PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES.............................................12
SECTION 3. ADDITIONAL COVENANTS OF THE COMPANY..........................................................15
A. COVENANTS OF THE COMPANY....................................................................15
(a) Representative's Review of Proposed Amendments and Supplements......................................15
(b) Securities Act Compliance...........................................................................15
(c) Amendments and Supplements to the Prospectus and Other Securities Act Matters.......................15
(d) Copies of any Amendments and Supplements to the Prospectus..........................................16
(e) Use of Proceeds.....................................................................................16
(f) Transfer Agent and Custodian........................................................................16
(g) Earnings Statement..................................................................................16
(h) Periodic Reporting Obligations......................................................................16
(i) Company to Provide Interim Financial Statements.....................................................16
(j) New York Stock Exchange Listing.....................................................................16
(k) Exchange Act Compliance.............................................................................16
(l) Agreement Not to Offer or Sell Additional Securities................................................16
(m) Future Reports to the Representatives...............................................................17
(n) Investment Limitation...............................................................................17
(o) No Manipulation of Price............................................................................17
(p) Existing Lock-Up Agreement..........................................................................17
B. COVENANTS OF THE SELLING STOCKHOLDER........................................................17
(a) Agreement Not to Offer or Sell Additional Securities................................................17
(b) Delivery of Forms W-8 and W-9.......................................................................18
(c) BAS.................................................................................................18
SECTION 4. PAYMENT OF EXPENSES..........................................................................18
SECTION 5. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS............................................19
(a) Accountants' Comfort Letter.........................................................................19
(b) Compliance with Registration Requirements; No Stop Order; No Objection from NASD....................19
(c) No Material Adverse Change or Ratings Agency Change.................................................20
(d) Opinion of External and Internal Counsel for the Company............................................20
(e) Opinion of Counsel for the Underwriters.............................................................20
(f) Officers' Certificate...............................................................................20
(g) Bring-down Comfort Letter...........................................................................21
(h) Opinion of Counsel for the Selling Stockholder......................................................21
(i) Selling Stockholder's Certificate...................................................................21
(j) Selling Stockholder's Documents.....................................................................21
(k) Lock-Up Agreement from Officers and Directors of the Company........................................21
(l) Additional Documents................................................................................21
SECTION 6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES......................................................22
SECTION 7. EFFECTIVENESS OF THIS AGREEMENT..............................................................22
SECTION 8. INDEMNIFICATION..............................................................................22
(a) Indemnification of the Underwriters by the Company..................................................22
(b) Indemnification of the Underwriters by the Selling Stockholder......................................23
(c) Indemnification of the Company, its Directors and Officers and the Selling Stockholder..............24
(d) Notifications and Other Indemnification Procedures..................................................25
(e) Settlements.........................................................................................25
SECTION 9. CONTRIBUTION.................................................................................26
SECTION 10. DEFAULT OF ONE OR MORE OF THE SEVERAL UNDERWRITERS..........................................28
SECTION 11. TERMINATION OF THIS AGREEMENT...............................................................28
SECTION 12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY.........................................29
{/TABLE}
{PAGE}
iii
{TABLE}
{S} {C}
SECTION 13. NOTICES.....................................................................................29
SECTION 14. SUCCESSORS..................................................................................30
SECTION 15. PARTIAL UNENFORCEABILITY....................................................................30
SECTION 16. GOVERNING LAW...............................................................................30
SECTION 17. FAILURE OF THE SELLING STOCKHOLDER TO SELL AND DELIVER COMMON SHARES........................30
SECTION 18. GENERAL PROVISIONS..........................................................................30
{/TABLE}
{PAGE}
UNDERWRITING AGREEMENT
, 2002
BANC OF AMERICA SECURITIES LLC
COCHRAN, CARONIA & CO.
SANDLER O'NEILL & PARTNERS, L.P.
As Representatives of the several Underwriters
c/o BANC OF AMERICA SECURITIES LLC
600 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
INTRODUCTORY. ProAssurance Corporation, a Delaware corporation
(the "Company"), proposes to issue and sell to the several underwriters named in
Schedule A (the "Underwriters") an aggregate of 2,500,000 shares of its common
stock, par value $0.01 per share (the "Common Stock"); and a stockholder of the
Company, A Derrill Crowe, M.D. (the "Selling Stockholder") severally proposes to
sell to the Underwriters an aggregate of 250,000 shares of Common Stock. The
2,500,000 shares of Common Stock to be sold by the Company and the 250,000
shares of Common Stock to be sold by the Selling Stockholder are collectively
called the "Firm Common Shares". In addition, the Company has granted to the
Underwriters an option to purchase up to an additional 375,000 shares of Common
Stock, as provided in Section 2. The additional 375,000 shares to be sold by the
Company pursuant to such option are called the "Optional Common Shares". The
Firm Common Shares and, if and to the extent such option is exercised, the
Optional Common Shares are collectively called the "Common Shares". Banc of
America Securities LLC ("BAS"), Cochran, Caronia & Co. and Sandler O'Neill &
Partners, L.P. have agreed to act as representatives of the several Underwriters
(in such capacity, the "Representatives") in connection with the offering and
sale of the Common Shares.
The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3
(File No. 333-100526), which contains a form of prospectus to be used in
connection with the public offering and sale of the Common Shares. Such
registration statement, as amended, including the financial statements, exhibits
and schedules thereto, in the form in which it was declared effective by the
Commission under the Securities Act of 1933 and the rules and regulations
promulgated thereunder (collectively, the "Securities Act"), including all
documents incorporated or deemed to be incorporated by reference therein and any
information deemed to be a part thereof at the time of effectiveness pursuant to
Rule 430A or Rule 434 under the Securities Act or the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder (collectively, the
"Exchange Act"), is called the "Registration Statement". Any registration
statement filed by the Company pursuant to Rule 462(b) under the Securities Act
is called the "Rule 462(b) Registration Statement", and from and after the date
and time of filing of the Rule 462(b) Registration Statement the term
"Registration Statement" shall include the Rule 462(b) Registration Statement.
Such prospectus, in the form first used by the Underwriters to confirm sales of
the Common
{PAGE}
2
Shares, is called the "Prospectus"; provided, however, if the Company has, with
the consent of BAS, elected to rely upon Rule 434 under the Securities Act, the
term "Prospectus" shall mean the Company's prospectus subject to completion
(each, a "preliminary prospectus") dated October 25, 2002 (such preliminary
prospectus is called the "Rule 434 preliminary prospectus"), together with the
applicable term sheet (the "Term Sheet") prepared and filed by the Company with
the Commission under Rules 434 and 424(b) under the Securities Act and all
references in this Agreement to the date of the Prospectus shall mean the date
of the Term Sheet. All references in this Agreement to the Registration
Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the
Prospectus or the Term Sheet, or any amendments or supplements to any of the
foregoing, shall include any copy thereof filed with the Commission pursuant to
its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). All
references in this Agreement to financial statements and schedules and other
information which is "contained," "included" or "stated" in the Registration
Statement or the Prospectus (and all other references of like import) shall be
deemed to mean and include all such financial statements and schedules and other
information which is or is deemed to be incorporated by reference in the
Registration Statement or the Prospectus, as the case may be; and all references
in this Agreement to amendments or supplements to the Registration Statement or
the Prospectus shall be deemed to mean and include the filing of any document
under the Exchange Act which is or is deemed to be incorporated by reference in
the Registration Statement or the Prospectus, as the case may be.
Each of the Company and the Selling Stockholder hereby confirm
their respective agreements with the Underwriters as follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
349488
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BofA Securities
As referenced in this Underwriting Agreement:
BANC OF AMERICA SECURITIES LLC – 17. FAILURE OF THE SELLING STOCKHOLDER TO SELL AND DELIVER COMMON SHARES........................30
SECTION 18. GENERAL PROVISIONS..........................................................................30
{/TABLE}
{PAGE}
UNDERWRITING AGREEMENT
, 2002
BANC OF AMERICA SECURITIES LLC
COCHRAN, CARONIA & CO.
SANDLER O'NEILL & PARTNERS, L.P.
As Representatives of the several Underwriters
c/o BANC OF AMERICA SECURITIES LLC
_____________
BANC OF AMERICA SECURITIES LLC – 2002
BANC OF AMERICA SECURITIES LLC
COCHRAN, CARONIA & CO.
SANDLER O'NEILL & PARTNERS, L.P.
As Representatives of the several Underwriters
c/o BANC OF AMERICA SECURITIES LLC
600 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
INTRODUCTORY. ProAssurance Corporation, a Delaware corporation
(the "Company"), proposes to issue and
_____________
Banc of
America Securities LLC – Firm Common Shares and, if and to the extent such option is exercised, the
Optional Common Shares are collectively called the "Common Shares". Banc of
America Securities LLC ("BAS"), Cochran, Caronia & Co. and Sandler O'Neill &
Partners, L.P. have agreed to act as representatives of the several Underwriters
(in
_____________
Banc of America Securities LLC – Stockholder determines not to sell all 250,000 shares of Common Stock, or such
other number of shares as agreed in writing with Banc of America Securities LLC ,
as part of the Offering, the undersigned may sell up to 150,000 shares of Common
Stock at any time provided such
_____________
Banc of America Securities LLC – be in writing and shall be mailed, hand delivered or telecopied and confirmed
to the parties hereto as follows:
If to the Representatives:
Banc of America Securities LLC
600 Montgomery Street
San Francisco, California 94111
Facsimile: 415-913-5558
Attention: Jeffrey B. Child/William L. McLeod, Jr.
with a copy
_____________
dt 712998
;
Cede
As referenced in this Underwriting Agreement:
Cede & Co. – Security Entitlement. Upon payment for the Common Shares to be sold
by the Selling Stockholder pursuant to this Agreement, delivery of such Common
Shares, as directed by the Underwriters, to Cede & Co. ("Cede") or such other
nominee as may be designated by the Depository Trust Company ("DTC"),
registration of such Common Shares in the name of Cede or such other nominee
_____________
dt 748465
;
|
SouthTrust Bank
As referenced in this Underwriting Agreement:
SouthTrust Bank, – Assurance, Inc. Professionals Group, Inc., The
Medical Assurance Company, Inc. and ProNational Insurance Company are subject to
a pledge and security agreement with SouthTrust Bank, as Administrative Agent,
for the ratable benefit of certain lenders under a credit facility dated May 10,
2001. The Company owns, directly
_____________
SouthTrust Bank – Inc.,
Professionals Group, Inc., The Medical Assurance Company, Inc., and
ProNational Insurance Company are subject to the Pledge and Security
Agreement given to SouthTrust Bank as Administrative Agent for the
ratable benefit of the lenders under the Credit Agreement dated May
10, 2001.
(vi) The authorized, issued and
_____________
dt 715096
;
Burr & Forman
As referenced in this Underwriting Agreement:
Burr & Forman – of External and Internal Counsel for the Company. On
each of the First Closing Date and the Second Closing Date the Representatives
shall have received: (1) the favorable opinion of Burr & Forman LLP, external
counsel for the Company, dated as of such Closing Date, the form of which is
attached as Exhibit A (and the Representatives shall have received an
additional
_____________
Burr & Forman – Underwriters).
(h) Opinion of Counsel for the Selling Stockholder. On each of
the First Closing Date and the Second Closing Date the Representatives shall
have received the favorable opinion of Burr & Forman LLP, counsel for the
Selling Stockholder, dated as of such Closing Date, the form of which is
attached as Exhibit B (and the Representatives shall have received an additional
_____________
dt 745505
;
Shearman
As referenced in this Underwriting Agreement:
Shearman & Sterling, – several
Underwriters).
(e) Opinion of Counsel for the Underwriters. On each of the First
Closing Date and the Second Closing Date the Representatives shall have
received the favorable opinion of Shearman & Sterling, counsel for the
Underwriters, dated as of such Closing Date, with respect to the matters
customarily addressed in such transactions.
(f) Officers' Certificate. On each of the First Closing
_____________
dt 750062
|