AGREEMENT TO ACT AS "QUALIFIED INDEPENDENT UNDERWRITER"
METROPOLITAN MORTGAGE & SECURITIES CO., INC.
PREFERRED STOCK, SERIES G
PREFERRED STOCK, SERIES H
This agreement (the "Agreement") made as of the 31st day of January,
2001, among Metropolitan Mortgage & Securities Co., Inc., a Washington
corporation ("Metropolitan"), Metropolitan Investment Securities, Inc., a
Washington corporation ("MIS"), and Xxxx Capital Partners, Inc., a California
corporation ("Xxxx").
WITNESSETH:
WHEREAS, Metropolitan intends to offer up to 200,000 shares of its
Preferred Stock, designated as "Variable Rate Cumulative Preferred Stock,
Series G" and up to 300,000 shares of its Preferred Stock, designated as
"Variable Rate Cumulative Preferred Stock, Series H," (hereinafter referred
to collectively as "Preferred Stock"), which will be offered in reliance on a
registration statement filed on Form S-2 with the Securities and Exchange
Commission; and
WHEREAS, MIS, a broker/dealer and affiliate of Metropolitan and a
member of the National Association of Securities Dealers ("NASD"), will be
engaged as the sole managing agent for Metropolitan; and
WHEREAS, pursuant to subparagraph (c) of Rule 2720 of the NASD Conduct
Rules, MIS, as an NASD member, may participate in such underwriting only if
the yield at which the Preferred Stock offered to the public is not lower
than the yield recommended by a "Qualified Independent Underwriter" as that
term is defined in Rule 2720, subparagraph (b)(15), of the NASD Conduct
Rules, and who participates in the preparation of the registration statement
and prospectus relating to the offering and exercises customary standards of
due diligence, with respect thereto; and
WHEREAS, this Agreement describes the terms on which Metropolitan is
retaining Xxxx to serve as such a "Qualified Independent Underwriter" in
connection with this offering of Preferred Stock.
NOW, THEREFORE, in consideration of the recitations set forth above,
and the terms, promises, conditions, and covenants herein contained, the
parties hereby contract and agree as follows:
DEFINITIONS
As hereinafter used, except as the context may otherwise require, the
term "Registration Statement" means the registration statement on Form S-2
(including the related preliminary prospectus, financial statements, exhibits
and all other documents to be filed as a part thereof or incorporated
therein) for the registration of the offer and sale of the Preferred Stock
under the Securities Act of 1933, as amended, and the rules and regulations
thereunder (the "Act") filed with the Securities and Exchange Commission
(the "Commission"), and any amendment thereto, and the term "Prospectus"
means the prospectus including any preliminary or final prospectus and any
materials incorporated by reference into and attached to the Prospectus
(including the form of prospectus to be filed with the Commission pursuant to
Rule 424(b) under the Act) and any amendment or supplement thereto, to be
used in connection with the offering.
SECTION 1. RULE 2720 REQUIREMENT. Xxxx hereby confirms its agreement as
set forth in subparagraph (b)(15)(F) of Rule 2720 of the NASD Conduct Rules
and represents that, as appropriate, Xxxx satisfies or at the times
designated in such subparagraph (l5) will satisfy the other requirements set
forth therein or will receive an exemption from such requirements from the
NASD.
SECTION 2. CONSENT. Xxxx hereby consents to being named in the
Registration Statement and Prospectus as having acted as a "Qualified
Independent Underwriter" solely for the purposes of Rule 2720 referenced
herein. Except as permitted by the immediately preceding sentence or to the
extent required by law, all references to Xxxx in the Registration Statement
or Prospectus or in any other filing, report, document, release or other
communication prepared, issued or transmitted in connection with the offering
by Metropolitan or any corporation controlling, controlled by or under common
control with Metropolitan, or by any director, officer, employee,
representative or agent of any thereof, shall be subject to Xxxx'x prior
written consent with respect to form and substance.
SECTION 3. PRICING FORMULA AND RECOMMENDATION LETTER. Xxxx agrees to
render a written letter of recommendation as to the price above which
Metropolitan's Preferred Stock may not be offered based on the computation of
dividends to be declared on those shares that is set forth in Schedules "A"
and "B," copies of which are attached hereto, and incorporated herein by
reference (the "Pricing Recommendation Letter"). It is understood and agreed
by Xxxx that the securities to which this Agreement relates will be offered
on a continuous, best efforts basis by MIS, as the managing agent, pursuant
to the Selling Agreement in effect between MIS and Metropolitan which is
filed as an exhibit to the Registration Statement referred to above.
Metropolitan, through MIS, will continue to offer the securities according to
the terms and conditions of said agreement, including, without limitation,
Schedules "A" and "B" in accordance with this Agreement. Xxxx reserves the
right to review and amend its Pricing Recommendation Letter upon the filing
of any post-effective amendment to the Registration Statement or upon
occurrence of any material event which may or may not require such an
amendment to be filed, or at such time as the offering under this
registration shall terminate or otherwise lapse under operation of law.
SECTION 4. FEES AND EXPENSE. It is agreed that Xxxx shall be paid a fee
in the amount of $20,000 payable upon delivery of the Pricing Recommendation
Letter referred to in paragraph 3 above. Xxxx shall also be reimbursed for
actual expenses incurred in connection with its duties hereunder in an amount
not to exceed $7,000.
SECTION 5. MATERIAL FACTS. Metropolitan represents and warrants to Xxxx
that at the time the Registration Statement is declared effective and, at the
time the Prospectus is
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filed with the Commission (including any preliminary prospectus and the form
of prospectus filed with the Commission pursuant to Rule 424(b)) and at all
times subsequent thereto, to and including the date on which payment for, and
delivery of, the Preferred Stock to be sold in the Offering is made by the
underwriter or underwriters, as the case may be, participating in the
Offering and by Metropolitan (such date being referred to herein as the
"Closing Date"), the Prospectus (as amended or supplemented if it shall have
been so amended or supplemented) will contain all material statements which
are required to be stated therein in accordance with the Act and will conform
to all other requirements of the federal securities laws, and will not, on
such date include any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading and that all contracts and documents
required by the Act to be filed or required as exhibits to the Registration
Statement have been filed. Metropolitan further represents and warrants that
any further filing, report, document, release or communication which in any
way refers to Xxxx or to the services to be performed by Xxxx pursuant to
this Agreement will not contain any untrue or misleading statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.
Metropolitan further warrants and represents that:
(a) All leases, contracts and agreements referred to in or filed
as exhibits to the Registration Statement to which Metropolitan or its
subsidiaries is a party or by which it is bound are in full force and
effect, except as may otherwise be disclosed in the Registration
Statement.
(b) Metropolitan has good and marketable title, except as
otherwise indicated in the Registration Statement and Prospectus, to all
of its assets and properties described therein as being owned by it, free
and clear of all liens, encumbrances and defects except such encumbrances
and defects which do not, in the aggregate, materially affect or interfere
with the use made and proposed to be made of such properties as described
in the Registration Statement and Prospectus; and Metropolitan has no
material leased properties except as disclosed in the Prospectus.
(c) Metropolitan is duly organized under the laws of the State of
Washington and, as of the effective date of the Registration Statement and
at the Closing Date Metropolitan will be validly existing and in good
standing under the laws of the State of Washington with full corporate
power and authority to own its properties and conduct its business to the
extent described in the Registration Statement and Prospectus;
Metropolitan is duly qualified to do business as a foreign corporation
and is in good standing in all jurisdictions in which the nature of the
business transacted by it or its ownership of properties or assets
makes qualification necessary; the authorized and outstanding
capitalization of Metropolitan is as set forth in the Prospectus and
the description in the Prospectus of the capital stock of Metropolitan
conforms with and accurately describes the rights set forth in the
instruments defining the same.
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(d) Metropolitan is not in violation of its Certificate of
Incorporation or Bylaws or in default in the performance or observance
of any material obligation, agreement, covenant or condition contained
in any bond, debenture, note, or other evidence of indebtedness,
contract or lease or in any indenture or loan agreement to which it is
a party or by which it is bound.
(e) The execution, delivery and performance of this Agreement has
been duly authorized by all necessary corporate action on the part of
Metropolitan and MIS and performance of the foregoing agreement and the
consummation of the transactions contemplated thereby, will not
conflict with or result in a breach of any of the terms or constitute a
violation of the respective Certificates of Incorporation or Bylaws of
Metropolitan or MIS, or any deed of trust, lease, sublease, indenture,
mortgage, or other agreement or instrument to which Metropolitan or MIS
is a party or by which either of them or their property is bound, or
any applicable law, rule, regulation, judgment, order or decree of any
government, governmental instrumentality or court, domestic or foreign,
having jurisdiction over Metropolitan or MIS or their properties or
obligations; and no consent, approval, authorization or order of any
court or governmental agency or body is required for the consummation
of the transactions contemplated herein and in the other agreements
previously referred to in this paragraph except as may be required
under the Act or under any state securities laws.
(f) Any certificate signed by an officer of Metropolitan and
delivered to Xxxx pursuant to this Agreement shall be deemed a
representation and warranty by Metropolitan to Xxxx, to have the same
force and effect as stated herein, as to the matters covered thereby.
(g) If any event relating to or affecting Metropolitan shall
occur as a result of which it is necessary, in Xxxx'x opinion, to amend
or supplement the Prospectus in order to make the Prospectus not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, Metropolitan undertakes to inform Xxxx of
such events within a reasonable time thereafter, and will forthwith
prepare and furnish to Xxxx, without expense to them, a reasonable
number of copies of an amendment or amendments or a supplement or
supplements to the Prospectus (in form and substance satisfactory to
Xxxx) which will amend or supplement the Prospectus so that as amended
or supplemented it will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements
therein in light of the circumstances existing at the time the
Prospectus is delivered to a purchaser, not misleading.
(h) Metropolitan hereby warrants and represents that it will
offer the Preferred Stock in accordance with the pricing formula that is
set forth in Schedules "A" and "B" which are incorporated by reference
herein.
(i) All representations, warranties and agreements contained
in this Agreement, or contained in certificates of officers of
Metropolitan submitted
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pursuant hereto, shall remain operative and in full force and effect,
surviving the date of this Agreement.
SECTION 6. AVAILABILITY OF INFORMATION. Metropolitan hereby agrees to
provide Xxxx, at its expense, with all information and documentation with
respect to its business, financial condition and other matters as Xxxx may
deem relevant based on the standards of reasonableness and good faith and
shall request in connection with Xxxx'x performance under this Agreement,
including, without limitation, copies of all correspondence with the
Commission, certificates of its officers, opinions of its counsel and comfort
letters from its auditors. The above-mentioned certificates, opinions of
counsel and comfort letters shall be provided to Xxxx as Xxxx may request on
the effective date of the Registration Statement and on the Closing Date.
Metropolitan will make reasonably available to Xxxx, its auditors, counsel,
and officers and directors to discuss with Xxxx any aspect of Metropolitan
which Xxxx may deem relevant. In addition, Metropolitan, at Xxxx'x request,
will cause to be delivered to Xxxx copies of all certificates, opinions,
letters and reports to be delivered to the underwriter or underwriters, as
the case may be, pursuant to any underwriting agreement executed in
connection with the Offering or otherwise, and shall cause the person issuing
such certificate, opinion, letter or report to authorize Xxxx to rely thereon
to the same extent as if addressed directly to Xxxx. Metropolitan represents
and warrants to Xxxx that all such information and documentation provided
pursuant to this paragraph 6 will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statement therein not misleading. In addition, Metropolitan will promptly
advise Xxxx of all telephone conversations with the Commission which relate
to or may affect the Offering.
SECTION 7. INDEMNIFICATION.
(a) Subject to the conditions set forth below, and in addition to
any rights of indemnification and contribution to which Xxxx may be
entitled pursuant to any agreement among underwriters, underwriting
agreement or otherwise, and to the extent allowed by law, Metropolitan
hereby agrees that it will indemnify and hold Xxxx and each person
controlling, controlled by or under common control with Xxxx within the
meaning of Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and
regulations thereunder (individually, an "Indemnified Person") harmless
from and against any and all loss, claim, damage, liability, cost or
expense whatsoever to which such Indemnified Person may become subject
under the Act, the Exchange Act, or other federal or state statutory
law or regulation, at common law or otherwise, arising out of, based
upon, or in any way related or attributed to (i) this Agreement, (ii)
any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or Prospectus or any other
filing, report, document, release or communication, whether oral or
written, referred to in paragraph 5 hereof or the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, (iii) any
application or other document executed by Metropolitan or based upon
written information furnished by Metropolitan filed in
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any jurisdiction in order to qualify the Preferred Stock under the
securities or Blue Sky laws thereof, or the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or (iv) the
breach of any representation or warranty made by Metropolitan in this
Agreement. Metropolitan further agrees that upon demand by an
Indemnified Person at any time or from time to time, it will promptly
reimburse such Indemnified Person for, or pay, any loss, claim, damage,
liability, cost or expense as to which Metropolitan has indemnified
such person pursuant hereto. Notwithstanding the foregoing provisions
of this paragraph 7, any such payment or reimbursement by Metropolitan
of fees, expenses or disbursement incurred by an Indemnified Person in
any proceeding in which a final judgment by a court of competent
jurisdiction (after all appeals or the expiration of time to appeal) is
entered against such Indemnified Person as a direct result of such
person's negligence, bad faith or willful misfeasance will be promptly
repaid to Metropolitan. In addition, anything in this paragraph 7 to
the contrary notwithstanding, Metropolitan shall not be liable for any
settlement of any action or proceeding effected without its written
consent.
(b) Promptly after receipt by an Indemnified Person under
sub-paragraph (a) above of notice of the commencement of any action,
such Indemnified Person will, if a claim in respect thereof is to be
made against Metropolitan under paragraph (a), notify Metropolitan in
writing of the commencement thereof; but the omission to so notify
Metropolitan will not relieve Metropolitan from any liability which it
may have to any Indemnified Person otherwise than under this paragraph
7 if such omission shall not have materially prejudiced Metropolitan's
ability to investigate or to defend against such claim. In case any
such action is brought against any Indemnified Person, and such
Indemnified Person notifies Metropolitan of the commencement thereof,
Metropolitan will be entitled to participate therein and, to the extent
that it may elect by written notice delivered to the Indemnified Person
promptly after receiving the aforesaid notice from such Indemnified
Person, to assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Person; PROVIDED, HOWEVER, that if the
defendants in any such action include both the Indemnified Person and
Metropolitan or any corporation controlling, controlled by or under
common control with Metropolitan, or any director, officer, employee,
representative or agent of any thereof, or any other "Qualified
Independent Underwriter" retained by Metropolitan in connection with
the Offering and the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it which
are different from or additional to those available to such
other defendant, the Indemnified Person shall have the right to select
separate counsel to represent it. Upon receipt of notice from
Metropolitan to such Indemnified Person of its election so to assume
the defense of such action and approval by the Indemnified Person of
counsel, Metropolitan will not be liable to such Indemnified Person
under this paragraph 7 for any fees of counsel subsequently incurred by
such Indemnified Person in connection with the defense thereof (other
than the reasonable costs of investigation subsequently incurred by
such Indemnified Person) unless (i) the Indemnified Person shall have
6
employed separate counsel in accordance with the provision of the next
preceding sentence (it being understood, however, that Metropolitan
shall not be liable for the expenses of more than one separate counsel
in any one jurisdiction representing the Indemnified Person, which
counsel shall be approved by Xxxx), (ii) Metropolitan, within a
reasonable time after notice of commencement of the action, shall not
have employed counsel reasonably satisfactory to the Indemnified Person
to represent the Indemnified Person, or (iii) Metropolitan shall have
authorized in writing the employment of counsel for the Indemnified
Person at the expense of Metropolitan, and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(c) Subject to the conditions set forth below, and in addition to
any rights of indemnification and contribution to which Metropolitan
may be entitled pursuant to any agreement among underwriters,
underwriting agreement or otherwise, and to the extent allowed by law,
Xxxx hereby agrees that it will indemnify and hold Metropolitan and
each person controlling, controlled by or under common control with
Metropolitan within the meaning of Section 15 of the Act or Section 20
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the rules and regulations thereunder (individually, an
"Indemnified Person") harmless from and against any and all loss,
claim, damage, liability, cost or expense whatsoever to which such
Indemnified Person may become subject under the Act, the Exchange Act,
or other federal or state statutory law or regulation, at common law or
otherwise, arising out of, based upon, or in any way related or
attributed to the failure of Xxxx to be a "qualified independent
underwriter" as contemplated by this Agreement. Xxxx further agrees
that upon demand by an Indemnified Person at any time or from time to
time, it will promptly reimburse such Indemnified Person for, or pay,
any loss, claim, damage, liability, cost or expense as to which Xxxx
has indemnified such person pursuant hereto. Notwithstanding the
foregoing provisions of this paragraph 7, any such payment or
reimbursement by Xxxx of fees, expenses or disbursement incurred by an
Indemnified Person in any proceeding in which a final judgment by a
court of competent jurisdiction (after all appeals or the expiration of
time to appeal) is entered against such Indemnified Person as a direct
result of such person's negligence, bad faith or willful misfeasance
will be promptly repaid to Xxxx. In addition, anything in this
paragraph 7 to the contrary notwithstanding, Xxxx shall not be liable
for any settlement of any action or proceeding effected without its
written consent. Xxxx and Metropolitan agree that they shall each
follow the procedures set forth in paragraph 7(b) with respect to any
claim against Xxxx hereunder.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph 7
is due in accordance with its terms but is for any reason held by a
court to be unavailable from Metropolitan to Xxxx on grounds of policy
or otherwise, Metropolitan and Xxxx shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with
7
investigating or defending same) to which Metropolitan and Xxxx may
be subject in such proportion so that Xxxx is responsible for that
portion represented by the percentage that its fee under this Agreement
bears to the public offering price appearing on the cover page of the
Prospectus and Metropolitan is responsible for the balance, except as
Metropolitan may otherwise agree to reallocate a portion of such
liability with respect to such balance with any other person,
including, without limitation, any other "Qualified Independent
Underwriter"; PROVIDED, HOWEVER, that (i) in no case shall Xxxx be
responsible for any amount in excess of the fee set forth in paragraph
4 above and (ii) no person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the Act shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (c), any person
controlling, controlled by or under common control with Xxxx, or any
partner, director, officer, employee, representative or any agent of
any thereof, shall have the same rights to contribution as Xxxx and
each person who controls Metropolitan within the meaning of Section 15
of the Act or Section 20 of the Exchange Act, each officer of
Metropolitan who shall have signed the Registration Statement and each
director of Metropolitan shall have the same rights to contribution as
Metropolitan, subject in each case to clause (i) of this paragraph (c).
Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be made against
the other party under this paragraph (c), notify such party from whom
contribution may be sought, but the omission to so notify such party
shall not relieve the party from whom contribution may be sought from
any other obligation it or they may have hereunder or otherwise than
under this paragraph (c). The indemnity and contribution agreements
contained in this paragraph 7 shall remain operative and in full force
and effect regardless of any investigation made by or on behalf of any
Indemnified Person or termination of this Agreement.
SECTION 8. AUTHORIZATION BY METROPOLITAN. Metropolitan represents and
warrants to Xxxx and MIS that this Agreement has been duly authorized,
executed and delivered by Metropolitan and constitutes a valid and binding
obligation of Metropolitan.
SECTION 9. AUTHORIZATION BY MIS. MIS represents and warrants to Xxxx
and Metropolitan that this Agreement has been duly authorized, executed and
delivered by MIS and constitutes a valid and binding obligation of MIS.
SECTION 10. AUTHORIZATION BY XXXX. Xxxx represents and warrants to
Metropolitan and MIS that this Agreement has been duly authorized, executed
and delivered by Xxxx and constitutes a valid and binding obligation of Xxxx.
SECTION 11. NOTICE. Whenever notice is required to be given pursuant to
this Agreement, such notice shall be in writing and shall be mailed by first
class mail, postage prepaid, addressed (a) if to Xxxx Capital Partners, Inc.,
at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: Xxxxxx X. Xxxx,
(b) if to Metropolitan, at 000 X. 0xx. Xxxxxx - Department 115000, Xxxxxxx,
Xxxxxxxxxx 00000, Attention: Xxxxxxx X.
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Xxxxxxxxxxx, Esq., General Counsel, and (c) if to MIS, at 000 X. 0xx Xxxxxx -
Department 141000, Xxxxxxx, Xxxxxxxxxx, 00000, Attention: Xxx Xxxxxx.
SECTION 12. GOVERNING LAW. This Agreement shall be construed (both as
to validity and performance) and enforced in accordance with and governed by
the laws of the State of Washington applicable to agreements made and to be
performed wholly within such jurisdiction.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the day and year first above mentioned.
METROPOLITAN MORTGAGE & SECURITIES CO.,
INC.
By: /s/ C. XXXX XXXXXXXX, XX.
--------------------------------------
C. Xxxx Xxxxxxxx, Xx., President
METROPOLITAN INVESTMENT SECURITIES, INC.
By: /s/ XXXXX XXXXXXX
--------------------------------------
Xxxxx Xxxxxxx, Secretary
XXXX CAPITAL PARTNERS, LLC
By: /s/ XXXXX XXXXXXX
--------------------------------------
Xxxxx Xxxxxxx,
Managing Director, Corporate Finance
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SCHEDULE A
METROPOLITAN MORTGAGE & SECURITIES CO., INC.
The Pricing Recommendation Letter of Xxxx is conditioned upon
Metropolitan's undertaking to maintain the distribution rate of the Preferred
Stock in accordance with the formula set forth below:
Notwithstanding anything to the contrary herein the distribution rate
for any monthly distribution period shall not, in any event, be less than 6%
or greater than 14% per annum. The Board of Directors may, however, by
resolution, authorize distributions in excess of the distribution rate. The
annualized distribution rate for any monthly distribution period shall be the
highest of the Treasury Xxxx Rate, the Ten Year Constant Maturity Rate and
the Twenty Year Constant Maturity Rate (each as defined in the Preferred
Stock Authorizing Resolution) plus ______ percentage point for such dividend
period. In the event that the Company determines in good faith that for any
reason one or more of such rates cannot be determined for any distribution
period, then the distribution rate for such period shall be the higher of
whichever of such rates can be so determined.
SCHEDULE B
METROPOLITAN MORTGAGE & SECURITIES CO., INC.
VARIABLE RATE, CUMULATIVE PREFERRED STOCK,
SERIES G AND SERIES H
PRICING
For Distributions Payable On: _________________________________
Distributions Record Date: ____________________________________
DISTRIBUTION RESULTANT
DATE DATE AVERAGE RATE RATE
3 Mo Treasury Xxxx _____________________ +.5% _________
10 Yr Constant Rate _____________________ +.5% _________
20 Yr Constant Rate _____________________ +.5% _________
HIGHEST RESULTANT RATE: ___________________________
MONTHLY DISTRIBUTION PER SHARE: ____________________
(Highest distribution rate divided by 12)
As resolved by the Board of Directors, distribution will be deemed
declared on the 1st day of each month, payable on the 20th of each month to the
holders of record on the 5th of each month.
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Authorized Signature
