EXHIBIT 99.3
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement, dated as of December 31, 2004 (this "Stock
Pledge Agreement"), is made by Xxxxxx X. X'Xxxx (the "Pledgor") in favor of
American Physicians Assurance Corporation (the "Lender").
RECITALS
A. Pledgor is the legal and beneficial owner of 400,000 shares of
common stock, $1.00 par value (the "Stock"), of Physicians Insurance Company, a
Florida stock insurance corporation (the "Issuer"), including the shares of the
Issuer's common stock being acquired by Pledgor from Lender on the date of this
Stock Pledge Agreement.
B. Pledgor is borrowing money from Lender pursuant to a promissory note
of even date herewith (the "Note").
C. It is a condition precedent to the Lender's willingness to lend
funds to Pledgor under the Note that Pledgor shall have entered into this Stock
Pledge Agreement.
THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby expressly acknowledged, Pledgor agrees with Lender
as follows:
AGREEMENT
1. Grant of Security Interest. To secure the prompt and complete
payment of all principal, interest and other obligations of the Pledgor now or
hereafter owing to the Lender under or on account of the Note, this Stock Pledge
Agreement or any other "Loan Documents" (as defined in the Note) (including any
interest accruing subsequent to any petition filed by or against the Pledgor
under the U.S. Bankruptcy Code, whether or not allowed), indemnity and
reimbursement obligations, charges, expenses, fees, reasonable attorneys' fees
and disbursements and any other amounts owing to Lender including, without
limitation, all renewals, extensions, refinancings, refundings, amendments and
modifications of any of the obligations described above (all of the aforesaid
indebtedness, obligations and liabilities of the Pledgor being herein called the
"Obligations"), for value received, the Pledgor hereby grants, assigns and
transfers to the Lender a continuing security interest in and to the following
described property whether now owned or existing or hereafter acquired or
arising and wherever located (all of which is herein collectively called the
"Collateral"):
(a) the Stock and all other types or items of property which
is to be pledged to Lender and held as Collateral under this Agreement;
(b) stock powers (the "Powers") duly executed in blank; and
(c) the Proceeds of each of the foregoing. "Proceeds" has the
meaning assigned to it under the Michigan Uniform Commercial Code and, in any
event, includes, but is not limited to (i) any and all proceeds of any
insurance, indemnity, warranty or guaranty payable to Pledgor from time to time
with respect to any of the Collateral, (ii) any and all payments (in
any form whatsoever) made or due and payable to Pledgor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any governmental body,
authority, bureau or agency (or any person acting under color of governmental
authority) and (iii) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral, including, without
limitation, any and all dividends (whether paid in cash, in additional shares of
capital stock of the Issuer or in any other form), cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of, or in exchange for, any of the Stock.
2. Pledgor Representations and Agreements: Pledgor represents, warrants
and agrees that:
(a) There are no restrictions upon the transfer of any of the
Collateral and Pledgor has the right to pledge and grant a security interest in
or otherwise transfer such Collateral free of any liens or rights of third
parties.
(b) All of the Collateral is and shall remain free from all
liens, claims, encumbrances, and purchase money or other security interests.
Pledgor shall not, without the Lender's prior written consent, sell, transfer,
donate or otherwise dispose of any of the Collateral by any means.
(c) This Stock Pledge Agreement, and the delivery to Lender of
the certificate(s) representing the Stock, creates a valid, perfected and first
priority security interest in the Stock in favor of Lender, and all actions
necessary or desirable to such perfection have been duly taken. Pledgor has
delivered to Lender the certificates representing all of the Stock, together
with undated stock powers executed in blank.
(d) Except for the Pledgor's filing of a Form A with the
applicable Florida insurance regulatory agency and approval thereof by such
agency, no authorization or other action by, and no notice to or filing with,
any governmental authority, regulatory body or any other person is required
either: (i) for the grant by Pledgor of the security interest granted hereby or
for the execution, delivery or performance of this Stock Pledge Agreement by
Pledgor, (ii) for the perfection of, or exercise by, Lender of its rights and
remedies hereunder (except as may have been taken by or at the direction of
Pledgor, or as may be required in connection with a disposition of the Stock by
laws affecting the offering and sale of securities generally, or as may be
required in connection with disposition of the Stock by laws affecting the
filing of a Form A with the applicable Florida insurance regulatory agency and
approval thereof by such agency); or (iii) for the exercise by Lender of the
voting or other rights provided for in this Stock Pledge Agreement or the
remedies in respect of the Stock pursuant to this Stock Pledge Agreement (except
as may be required in connection with a disposition of the Stock by laws
affecting the offering and sale of securities generally, or as may be required
in connection with disposition of the Stock by laws affecting the filing of a
Form A with the applicable Florida insurance regulatory agency and approval
thereof by such agency).
(e) Pledgor has made its own arrangements for keeping informed
of changes or potential changes affecting the Collateral (including, but not
limited to, rights to convert, rights to subscribe, payment of dividends,
reorganization or other exchanges, tender offers and voting rights) and Pledgor
agrees that Lender shall not have any responsibility or liability for
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informing Pledgor of any such changes or potential changes or for taking any
action or omitting to take any action with respect thereto.
(f) The Stock is all of the capital stock of the Issuer
presently owned or controlled by Pledgor. If Pledgor at any time owns or
controls any other shares of stock of the Issuer, all such stock shall without
further act or deed be subject to all of the terms and conditions of this Stock
Pledge Agreement and Pledgor must immediately take such action to perfect
Lender's lien and security interest as Lender may request, including executing
undated blank stock powers and delivering the stock certificate(s) representing
such shares.
(g) There are no options or other rights to purchase or
otherwise acquire the Stock outstanding at this time.
(h) All of the outstanding shares of Stock have been duly and
validly issued by the Issuer, and they are fully paid and nonassessable.
(i) There are no existing agreements with respect to the
Collateral between Pledgor and any other person or entity (other than the
Lender).
(j) This Stock Pledge Agreement, the Note and the Powers have
been duly authorized, executed and delivered by Pledgor and each constitutes a
legal, valid and binding obligation of Pledgor, enforceable in accordance with
its terms.
3. Events of Default. The occurrence of any of the following shall
constitute an "Event of Default" under this Stock Pledge Agreement:
(a) non-payment of any of the Obligations when due;
(b) any default in the observance or performance of any of the
other conditions, covenants or agreements set forth in this Stock Pledge
Agreement;
(c) any representation or warranty made or deemed made by
Pledgor in this Stock Pledge Agreement proves untrue in any material adverse
respect when made or deemed made;
(d) any provision of this Stock Pledge Agreement or any other
Loan Document shall at any time for any reason (other than in accordance with
its terms or the terms of this Stock Pledge Agreement) cease to be valid and
binding and enforceable against the Pledgor, as applicable, or the validity,
binding effect or enforceability thereof shall be contested by any person, or
the Pledgor shall deny that it has any or further liability or obligation under
this Stock Pledge Agreement or any other Loan Document, or this Stock Pledge
Agreement or any other Loan Document shall be terminated, invalidated, revoked
or set aside or in any way cease to give or provide to the Lender the benefits
purported to be created thereby;
(e) any default under the Note or any other Loan Document;
(f) a final judgment or final judgments for the payment of
money aggregating in excess of Ten Thousand Dollars ($10,000) shall be
outstanding against Pledgor and any one of
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such judgments shall have been outstanding for more than thirty (30) days from
the date of its entry;
(g) a receiver, liquidator, custodian or trustee of the
Pledgor, or of all or any part of the property of the Pledgor, shall be
appointed by court order and such order shall remain in effect for more than
sixty (60) days, or any order for relief shall be entered with respect to the
Pledgor, or the Pledgor shall be adjudicated a bankrupt or insolvent; or any of
the property of the Pledgor shall be sequestered by court order and such order
shall remain in effect for more than sixty (60) days; or a petition shall be
filed against the Pledgor under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect, and shall not be dismissed
within sixty (60) days after such filing; or the Pledgor shall file a petition
in voluntary bankruptcy or seeking relief under any provision of any bankruptcy
or seeking relief under any provision of any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law or
any jurisdiction, whether now or hereafter in effect, or shall consent to the
filing of any petition against it under any such law; or the Pledgor shall make
any assignment for the benefit of his creditors, or shall admit in writing his
inability, or shall fail, to pay his debts generally as they become due, or
shall consent to the appointment of a receiver, liquidator or trustee of the
Pledgor or of all or any part of the property of the Pledgor.
4. Remedies. (a) Upon the occurrence of any Event of Default, the
Lender shall have and may exercise any one or more of the rights and remedies
provided to it under this Stock Pledge Agreement or any of the other Loan
Documents or provided by law, including but not limited to all of the rights and
remedies of a secured party under the Uniform Commercial Code, and the Pledgor
hereby agrees to assemble the Collateral and make it available to the Lender at
a place to be designated by the Lender which is reasonably convenient to both
parties, authorizes the Lender to take possession of the Collateral with or
without demand and with or without process of law and to sell and dispose of the
same at public or private sale and to apply the proceeds of such sale to the
costs and expenses thereof (including reasonable attorneys' fees and
disbursements, incurred by the Lender) and then to the payment and satisfaction
of the Obligations. The purchaser of any or all of the Collateral so sold shall
thereafter hold the same free from any claim, encumbrance or right of any kind
whatsoever. Lender shall not be entitled to encumber or dispose of the Stock
except in a manner consistent with the provisions of Section 4 hereof.
(b) Pledgor hereby agrees that any transfer or sale of the
Collateral conducted in conformity with reasonable commercial practices of
banks, insurance companies or other financial institutions disposing of property
similar to the Collateral shall be deemed to be commercially reasonable. Any
requirements of reasonable notice shall be met if such notice is mailed to
Pledgor, at the address set forth below, at least ten (10) days before the time
of the sale or disposition; provided that no notification need be given to
Pledgor if he has signed, after default, a statement renouncing or modifying any
right to notification and provided further that no such notification shall be
required as to any of the Collateral which is of a type customarily sold in a
recognized market. Any other requirement of notice, demand or advertisement for
sale, is, to the extent not prohibited by law, waived.
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(c) Lender may, in its own name, or in the name of a designee
or nominee, buy the Stock at any public sale of the Stock, and Lender may also
buy at private sale, if the Stock or other Collateral is sold in a recognized
market or is the subject of widely distributed standard price quotations and if
purchased at a price quoted by an independent third party in such market. Lender
shall have the right to execute any document or form, in its name or in the name
of Pledgor, which may be necessary or desirable in connection with any such sale
of Collateral.
(d) In view of the fact that federal and state securities laws
may impose certain restrictions on the method by which a sale of the Stock may
be effected after an Event of Default, Pledgor agrees that upon the occurrence
of an Event of Default, Lender may from time to time attempt to sell all or any
part of the Stock by a private placement, restricting the bidders and
prospective purchasers to those who will represent and agree that they are
"accredited investors" within the meaning of Regulation D promulgated pursuant
to the Securities Act of 1933, as amended ("Securities Act"), and are purchasing
for investment only and not for distribution. In so doing, Lender may solicit
offers to buy the Stock, or any part of it, for cash, from a limited number of
investors who might be interested in purchasing the Stock. If Lender hires a
firm of regional or national reputation that is engaged in the business of
rendering investment banking and brokerage services to solicit such offers and
facilitate the sale of the Stock, then Lender's acceptance of the highest offer
obtained through the efforts of such firm shall be deemed to be a commercially
reasonable method of disposition of such Stock.
(e) Pledgor hereby irrevocably appoints Lender as its
attorney-in-fact to arrange for the transfer, at any time after the existence or
occurrence of an Event of Default, of the Stock or other Collateral on the books
of the Issuer to the name of Lender or to the name of Lender's nominee.
(f) No right or remedy conferred upon or reserved to the
Lender under any Loan Document is intended to be exclusive of any other right or
remedy, and every right and remedy shall be cumulative in addition to every
other right or remedy given hereunder or now or hereafter existing under any
applicable law. Every right and remedy of the Lender under any Loan Document or
under applicable law may be exercised from time to time and as often as may be
deemed expedient by the Lender.
5. Waivers. (a) The Pledgor waives any right it may have to receive
notice of any of the following matters before the Lender enforces any of its
rights: (i) the Lender's acceptance of this Pledge, (ii) any credit that the
Lender extends to the Pledgor, (iii) the Pledgor's default, (iv) any demand, or
(v) any action that the Lender takes regarding the Pledgor, anyone else, any
collateral, or any Liability, which it might be entitled to take by law or under
any other agreement.
(b) Until thirteen months after the principal balance of and
interest on the Obligations shall have been paid in full and the Pledgor shall
have fully performed all of his obligations to the Lender, the Pledgor expressly
waives any and all rights of subrogation, contribution, reimbursement,
indemnity, exoneration, implied contract, recourse to security or any other
claim (including any claim, as that term is defined in the federal Bankruptcy
Code, and any amendments) which the Pledgor may now have or later acquire
against the Lender, any other entity directly or contingently liable for the
Obligations, or against the Collateral arising from the
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existence or performance of the Pledgor's obligations under this Stock Pledge
Agreement. The Pledgor further agrees that such waiver is permanent and shall
not be revoked or terminated, in any event, including payment in full of the
principal balance of and interest on the Obligations in the event that
proceedings are commenced at any time by or against the Pledgor under any
bankruptcy, reorganization, liquidation or similar laws of any jurisdiction,
including the federal Bankruptcy Code. The Pledgor further agrees that should
any payments to the Lender on the Obligations be in whole or in part
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, receiver or any other party under any bankruptcy act or
code, state or federal law, common law or equitable doctrine, this Stock Pledge
Agreement and any Collateral shall remain in full force and effect (or be
reinstated as the case may be) until payment in full of any such amounts, which
payment shall be due on demand.
6. Conduct No Waiver. No waiver of default shall be effective unless in
writing executed by the Lender. Without limiting the generality of the
foregoing, no delay on the part of the Lender in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, no single or partial
exercise of any right, power or privilege hereunder shall preclude other or
further exercise thereof or the exercise of any other right, power or privilege,
and waiver of any default or forbearance on the part of the Lender in enforcing
any of its rights under this Stock Pledge Agreement shall not operate as a
waiver of any other default or of the same default on a future occasion or of
such right.
7. Lender's Duties. Subject to Section 9-207 of the Michigan Uniform
Commercial Code, Lender has no duty with respect to the Collateral. Without
limiting the generality of the foregoing, Lender shall be under no obligation to
take any steps necessary to preserve rights in the Collateral against any other
parties or to exercises any rights represented thereby; provided, however, that
Lender may, at its option, do so, and any and all expenses incurred in
connection therewith shall be for the sole account of Pledgor.
8. Voting Rights; Dividends; Board Representation; Etc. During the term
of this Stock Pledge Agreement:
(a) As long as no Event of Default shall have occurred and be
continuing, Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Stock or any part thereof, and Lender shall
execute and deliver (or cause to be executed and delivered) to Pledgor all such
proxies and other instruments as Pledgor may reasonably request for the purpose
of enabling Pledgor to exercise those voting and other rights which it is
entitled to exercise pursuant to the foregoing; provided, however, that no vote
shall be cast or consent, waiver or ratification given or action taken which
would directly or indirectly impair the Collateral or be inconsistent with or
violate any provision of this Stock Pledge Agreement or any other Loan Document;
and, provided further, that Pledgor shall vote to ensure the effectuation of the
objectives and agreements described in this Section 8, whether such objectives
and agreements are to be effected pursuant to a direct vote of the shareholders
of the Issuer or pursuant to the election and/or replacement of members of the
Issuer's Board of Directors amenable to such objectives and agreements.
(b) Notwithstanding any provision in the Issuer's Bylaws,
Articles of Incorporation or any other rights shareholders may have under
applicable law to the contrary,
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Pledgor shall not permit the declaration or payment of any dividend or other
distribution to shareholders or policyholders of the Issuer without the prior
written approval of the Lender. In the event Pledgor shall become entitled to
receive or shall receive any dividends or other distributions on the Stock
including any stock certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital, or issued in connection with
any reorganization), option or rights, whether as an addition to, in
substitution of, or in exchange for any shares of any Stock, or otherwise, and
whether or not Pledgor has received Lender's prior written approval, Pledgor
agrees to accept the same as agent for Lender and to hold the same in trust on
behalf of and for the benefit of the Lender and to deliver the same forthwith to
the Lender in the exact form received, with the endorsement of Pledgor when
necessary and/or appropriate undated stock powers duly executed in blank, to be
held by Lender as additional Collateral for the Obligations.
(c) If an Event of Default shall have occurred and be
continuing, Pledgor shall not be entitled to receive or retain any dividends or
distributions paid in respect of the Stock whether paid or payable in cash or
other property, whether in redemption of, or in exchange for the Stock, whether
in connection with a partial or total liquidation or dissolution of the Stock,
or whether in connection with a reduction of capital, capital surplus or paid-in
surplus of the Stock or otherwise, and any and all such dividends or
distributions shall be forthwith delivered to Lender to hold as Collateral and
shall, if received by Pledgor, be received in trust for delivery to Lender, be
segregated from the other property or funds of Pledgor, and be forthwith
delivered to Lender as Collateral in the same form as so received (with any
necessary endorsement).
(d) If an Event of Default shall have occurred and be
continuing, all rights of Pledgor to exercise the voting and other consensual
rights which it would otherwise be entitled to exercise pursuant to this Section
8 shall, at Lender's option, cease, and all such rights shall, at Lender's
option, thereupon become vested in Lender, so long as an Event of Default shall
continue, and Lender shall, at its option, thereupon have the sole right, but
not the obligation, to exercise such voting and other consensual rights.
(e) During the term of this Stock Pledge Agreement, Pledgor
shall
(1) take all action (as a shareholder, member of the
Issuer's Board of Directors or otherwise) necessary to cause a nominee of the
Lender (a "Lender Nominee") to be a member of the Issuer's Board of Directors at
all times prior to termination of this Stock Pledge Agreement. In the event a
Lender Nominee resigns or is removed from the Board of Directors, his
replacement shall be chosen by Lender and Pledgor shall cause the remaining
directors to appoint such replacement to the Board of Directors.
(2) not permit the Issuer without the Lender's prior
approval to
(A) sell, liquidate or otherwise transfer
any of the Issuer's assets, or transfer all or substantially all of its
insurance risk, outside the ordinary course of its business;
(B) merge or consolidate with another entity
or entities;
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(C) issue, sell, grant, transfer or
otherwise dispose of any shares of its capital stock; or
(D) amend, repeal or otherwise modify its
articles of incorporation or bylaws.
Notwithstanding the foregoing clauses (1) and (2), as long as no Event of
Default shall have occurred and be continuing, nothing in this Agreement shall
prohibit Pledgor from transferring all of the Stock to a corporation of which
Pledgor owns, beneficially and of record, capital stock representing at least
80% of the voting power and equity and which corporation owns and will continue
to own, during the term of this Pledge Agreement, 100% of the capital stock of
the Issuer ("Holding Company"), provided that, at the time of such transfer, (i)
certificates representing all of Pledgor's ownership of Holding Company are
delivered to Lender, along with stock powers duly executed in blank and (ii)
Pledgor executes and delivers to Lender an amendment to this Stock Pledge
Agreement, in form and substance reasonably satisfactory to Lender (as evidenced
solely by Lender's signature thereon) reflecting the change in the Collateral
and all other changes necessary to provide Lender with a first priority security
interest in all of the capital stock of the Holding Company owned beneficially
or of record by Pledgor and protections with respect to both the Issuer and the
Holding Company consistent with those now contained in this Stock Pledge
Agreement with respect to the Issuer (including, without limitation, the
provisions of this Section 8).
9. Governing Law; Consent to Jurisdiction. This Stock Pledge Agreement
is a contract made under, and shall be governed by and construed in accordance
with, the law of the State of Michigan applicable to contracts made and to be
performed entirely within such State and without giving effect to the choice of
law principles of such State. Pledgor agrees that any legal action or proceeding
with respect to this Stock Pledge Agreement or the transactions contemplated
hereby may be brought in any court of the State of Michigan, or in any court of
the United States of America sitting in Michigan, and the Pledgor hereby submits
to and accepts generally and unconditionally the jurisdiction of those courts
with respect to his person and property, and irrevocably consents to the service
of process in connection with any such action or proceeding by personal delivery
or by the mailing thereof by registered or certified mail, postage prepaid to
the Pledgor at his address set forth on the signature page hereof. Nothing in
this Section shall affect the right of the Lender to serve process in any other
manner permitted by law or limit the right of the Lender to bring any such
action or proceeding against the Pledgor or his property in the courts of any
other jurisdiction. The Pledgor hereby irrevocably waives any objection to the
laying of venue of any such suit or proceeding in the above described courts.
Unless otherwise defined herein, terms used in Article 9 of the Michigan Uniform
Commercial Code are used herein as therein defined on the date hereof. The
headings of the various sections and subdivisions hereof are for convenience of
reference only and shall in no way modify any of the terms or provisions hereof.
10. Notices. Except as may otherwise be provided herein, all notices,
demands, requests, consents and other communications hereunder shall be
sufficient if made in writing and delivered by messenger or deposited in the
mail (certified or registered mail, or the equivalent thereof, postage prepaid)
and addressed to the parties as set forth on the signature page hereto, or
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at such other address as such party may, by written notice received by the other
parties hereto, have designated.
11. Acts Not Affecting Obligations. None of the following shall affect
the liabilities of the Pledgor under this Stock Pledge Agreement or the other
Loan Documents, the Obligations or the rights of the Lender with respect to any
of the Collateral: (a) acceptance or retention by the Lender of other property
or interests as security for the Obligations, or for the liability of any person
for the Obligations; (b) the release of any or all of the Collateral or other
security for any of the Obligations; (c) any release, extension, renewal,
modification or compromise of any of the Obligations or the liability of any
obligor thereon; (d) failure by the Lender to resort to other security or any
person liable for any of the Obligations before resorting to the Collateral; (e)
any increase in the amount of the Obligations for any reason whatsoever; and (f)
any exercise of, or failure to exercise, any remedy or taking or failing to take
any action with respect thereto.
12. Rights Not Construed as Duties. The Lender neither assumes nor
shall it have any duty of performance or other responsibility under any
contracts in which the Lender has or obtains a security interest hereunder. If
the Pledgor fails to perform any agreement contained herein, the Lender may but
is in no way obligated to itself perform, or cause performance of, such
agreement, and the reasonable expenses of the Lender incurred in connection
therewith shall be payable by the Pledgor under Section 15. The powers conferred
on the Lender hereunder are solely to protect its interests in the Collateral
and shall not impose any duty upon it to exercise any such powers.
13. Amendments. None of the terms and provisions of this Stock Pledge
Agreement may be modified or amended in any way except by an instrument in
writing executed by each of the parties hereto.
14. Severability. If any one or more provisions of this Stock Pledge
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected, impaired or prejudiced thereby.
15. Expenses. The Pledgor will pay to the Lender any and all reasonable
expenses, including the reasonable fees and disbursements of its counsel, which
the Lender may incur in connection with (i) the administration of this Stock
Pledge Agreement, (ii) the custody, preservation, use or operation of, or the
sale of, collection from or other realization upon, any of the Collateral, or
(iii) the exercise or enforcement of any of the rights of the Lender hereunder
or under the Loan Documents.
16. Successors and Assigns; Termination. This Stock Pledge Agreement
shall create a continuing security interest in the Collateral and shall be
binding upon the Pledgor, his successors and assigns, and inure, together with
the rights and remedies of the Lender hereunder, to the benefit of the Lender
and its successors, transferees and assigns. Upon the payment in full in
immediately available funds of all of the Obligations and the termination of all
commitments to lend under the Loan Documents, the security interest granted
hereunder shall terminate and all rights to the Collateral shall revert to the
Pledgor. All agreements, representations and warranties made herein shall
survive the execution of this Stock Pledge Agreement.
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17. Waiver of Jury Trial. THE LENDER, IN ACCEPTING THIS STOCK PLEDGE
AGREEMENT, AND THE PLEDGOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO
CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT
ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING
OUT OF THIS STOCK PLEDGE AGREEMENT OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY
OF THE TRANSACTIONS CONTEMPLATED BY THIS STOCK PLEDGE AGREEMENT OR ANY COURSE OF
CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF
THEM. NEITHER THE LENDER NOR THE PLEDGOR SHALL SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR
RELINQUISHED BY EITHER THE LENDER OR THE PLEDGOR EXCEPT BY A WRITTEN INSTRUMENT
EXECUTED BY ALL OF THEM.
18. Termination of Shareholder Agreement. Lender and Pledgor are
parties to a Shareholder Agreement, dated as of February 7, 2003 (the
"Shareholder Agreement") and immediately prior to the execution of this Stock
Pledge Agreement are the only shareholders of the Issuer. Pursuant to Section
6.1(b) of the Shareholder Agreement, Lender and Pledgor agree that the
Shareholder Agreement is hereby terminated as of the date hereof.
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IN WITNESS WHEREOF, the Pledgor has caused this Stock Pledge Agreement
to be duly executed as of the day and year first set forth above.
/s/ Xxxxxx X. X'Xxxx
-------------------------------
Xxxxxx X. X'Xxxx
Address:
0000 XX 00xx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Accepted and Agreed:
AMERICAN PHYSICIANS ASSURANCE CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Its: CFO
Address:
0000 Xxxxx Xxxxxxxx
Xxxx Xxxxxxx, XX 00000
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