CONFORMED COPY
SENIOR NOTE PURCHASE AGREEMENT
SENIOR NOTE PURCHASE AGREEMENT dated as of September 21, 2000 between
Mutual Group Ltd., a Delaware corporation (the "Company"), and MRM CAPITAL TRUST
I, a statutory business trust organized under the laws of the State of Delaware
(the "Trust").
WHEREAS the Trust desires to purchase from the Company, and the Company
desires to sell to the Trust, certain of the Company's securities;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Purchase and Sale. (a) Upon the terms and subject to the
conditions of this Agreement, the Company agrees to sell to the Trust, and the
Trust agrees to purchase from the Company, $41,240,000 aggregate principal
amount of the Company's Auction Rate Reset Senior Notes Series A (the "Senior
Notes") issued pursuant to an Indenture dated as of September 21, 2000 among the
Company, Mutual Risk Management Ltd., a company organized under the laws of
Bermuda, as Guarantor (the "Guarantor"), and The Chase Manhattan Bank, a New
York banking corporation, as Indenture Trustee (the "Indenture Trustee"), as
supplemented by the First Supplemental Indenture dated as of September 21, 2000
between the Company, the Guarantor, and the Indenture Trustee (such indenture,
as so supplemented, is referred to herein as the "Indenture").
(b) Upon the terms and subject to the conditions of this Agreement, the
Company shall deliver the Senior Notes to the Property Trustee, on behalf of the
Trust, on September 21, 2000 (the "Closing Date"). In consideration therefor,
the Trust shall pay to the Company $41,240,000 on the Closing Date.
Section 2. Representations and Warranties of the Company. The Company
represents and warrants that the Senior Notes have been duly authorized and
executed by the Company, and when duly authenticated and delivered to and paid
for by the Trust, will constitute the legal, valid and binding obligations of
the Company entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar
laws affecting creditors' rights generally, and subject to general principles of
equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law).
2
IN WITNESS WHEREOF, each of the parties hereto has caused this Senior Note
Purchase Agreement to be duly executed as of the date hereof.
MUTUAL GROUP LTD.
By: /s/ Xxxxxxxxx Xxxxx
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Title: Assistant Secretary
MRM CAPITAL TRUST I
By: /s/ Xxxxxxx X'Xxxxx
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Title: Administrative Trustee
