EXHIBIT 1.1
1,750,000 Shares
LAWYERS TITLE CORPORATION
Common Stock
UNDERWRITING AGREEMENT
February 24, 1998
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
▇▇▇▇▇▇ ▇▇▇▇
WHEAT FIRST SECURITIES, INC.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, INCORPORATED
As representatives of the
several Underwriters
named in Schedule I hereto
c/▇ ▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇
Securities Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
Lawyers Title Corporation, a Virginia corporation (the "Company"), proposes
to issue and sell 1,750,000 shares of its Common Stock, no par value (the "Firm
Shares"), to the several underwriters named in Schedule I hereto (the
"Underwriters"). The Company also proposes to issue and sell to the several
Underwriters not more than an additional 262,500 shares of its Common Stock, no
par value (the "Additional Shares"), if requested by the Underwriters as
provided in Section 2 hereof. The Firm Shares and the Additional Shares are
hereinafter referred to collectively as the "Shares". The shares of common stock
of the Company to be outstanding after giving effect to the sales contemplated
hereby are hereinafter referred to as the "Common Stock". The net proceeds from
the sale of the Shares will be used to finance in part the acquisition by the
Company from Reliance Insurance Company ("RIC") of all of the issued and
outstanding shares of capital stock of Commonwealth Land Title Insurance Company
("Commonwealth") and Transnation Title Insurance Company ("Transnation"),
resulting in Commonwealth and Transnation each becoming a wholly owned
subsidiary of the Company (the "Acquisition"). The Acquisition is to be effected
pursuant to the Stock Purchase Agreement, dated as of August 20, 1997 (the
"Original Agreement"), by and among the Company, Lawyers Title Insurance
Corporation, the Company's principal operating subsidiary ("LTIC"), RIC and
Reliance Group Holdings, Inc., the parent company of RIC ("Reliance"), as
amended and restated by the Amended and Restated Stock Purchase Agreement, dated
as of December 11, 1997, by and among the Company, LTIC, RIC and Reliance
(collectively, the "Stock Purchase Agreement").
Section 1. Registration Statement and Prospectus. The Company has prepared
and filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Act"), a registration statement on Form S-3, including a prospectus, relating
to the Shares. The registration statement, as amended at the time it became
effective, including the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Act ("Rule 430A Information"), is hereinafter referred to as the
"Registration Statement"; and the prospectus in the form first used to confirm
sales of Shares is hereinafter referred to as the "Prospectus" (including, in
the case of all references to the Registration Statement or the Prospectus,
documents incorporated therein by reference). If the Company has filed or is
required pursuant to the terms hereof to file a registration statement pursuant
to Rule 462(b) under the Act registering additional shares of Common Stock (a
"Rule 462(b) Registration Statement"), then, unless otherwise specified, any
reference
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herein to the term "Registration Statement" shall be deemed to include such Rule
462(b) Registration Statement. The terms "supplement" and "amendment" or "amend"
as used in this Agreement with respect to the Registration Statement, the
Prospectus or any Preliminary Prospectus (as defined below) shall include all
documents subsequently filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Exchange Act") that are deemed to
be incorporated by reference in the Prospectus or the Preliminary Prospectus.
For purposes of this Agreement, "Effective Time" means the date and time as of
which the Registration Statement, or the most recent post-effective amendment
thereto, if any, was or is declared effective by the Commission. "Preliminary
Prospectus" means each prospectus included in the Registration Statement, or
amendments thereof, before it became effective under the Act, any prospectus
filed with the Commission by the Company pursuant to Rule 424(a) under the Act
and the prospectus included in the Registration Statement at the Effective Time
that omits Rule 430A Information. Reference made herein to any Preliminary
Prospectus, to the Prospectus or to the Registration Statement shall be deemed
to refer to and include any documents incorporated by reference therein pursuant
to Item 12 of Form S-3 under the Act, as of the date of such Preliminary
Prospectus, the Prospectus or the Registration Statement, as the case may be.
Section 2. Agreements to Sell and Purchase and Lock-Up Agreements. On the
basis of the representations and warranties contained in this Agreement, and
subject to its terms and conditions, the Company agrees to issue and sell, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
at a price per Share of $______ (the "Purchase Price") the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule I hereto.
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell the Additional Shares and the Underwriters shall have the right to
purchase, severally and not jointly, up to 262,500 Additional Shares from the
Company at the Purchase Price. Additional Shares may be purchased solely for the
purpose of covering over-allotments made in connection with the offering of the
Firm Shares. The Underwriters may exercise their right to purchase Additional
Shares in whole or in part from time to time by giving written notice thereof to
the Company within 30 days after the date of this Agreement. You shall give any
such notice on behalf of the Underwriters and such notice shall specify the
aggregate number of Additional Shares to be purchased pursuant to such exercise
and the date for payment and delivery thereof, which date shall be a business
day (i) no earlier than two business days after such notice has been given (and,
in any event, no earlier than the Closing Date (as hereinafter defined)) and
(ii) no later than ten business days after such notice has been given. If any
Additional Shares are to be purchased, each Underwriter, severally and not
jointly, agrees to purchase from the Company the number of Additional Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) which bears the same proportion to the total number of Additional
Shares to be purchased from the Company as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I bears to the total number of
Firm Shares.
The Company hereby agrees not to (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers all or a portion of the
economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other securities, in
cash or otherwise), except to the Underwriters pursuant to this Agreement and to
RIC pursuant to the Stock Purchase Agreement, for a period of 90 days after the
date of the Prospectus without the prior written consent of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇ Securities Corporation ("DLJ"). Notwithstanding the foregoing, during
such period (i) the Company may grant stock options and make stock awards
pursuant to the Company's existing stock option and other employee benefit
plans, (ii) the Company may issue shares of Common Stock upon the exercise of an
option or warrant or the conversion of a security outstanding on the date
hereof, and (iii) the Company may issue Common Stock or securities exercisable
or exchangeable for or convertible into Common Stock in connection with private
placements of the Company's securities to effect the acquisition of title
insurance operations or operations providing real-estate related services as
contemplated by the Prospectus. The Company also agrees not to file any
registration statement with respect to any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock for
a period of 90 days after the date of the Prospectus without the prior written
consent of DLJ; provided, however, that the Company may file a registration
statement with respect to each of (i) the shares of Common Stock and (ii) the
Company's 7%Series B Cumulative Convertible Preferred Stock (the "Series B
Preferred Stock"), acquired by RIC in the Acquisition as set forth in the Stock
Purchase Agreement (collectively, the "Permitted Registration Statements"); and
provided further, that RIC agrees not to offer, sell or contract to sell any
shares of Common Stock or Series B Preferred Stock registered pursuant to the
Permitted Registration Statements for a period of 90 days after the date of the
Prospectus without the prior written consent of DLJ. The Company shall, prior to
or concurrently with the execution of this Agreement,
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deliver an agreement executed by (i) each of the directors and executive
officers of the Company and (ii) RIC to the effect that such person will not,
during the period commencing on the date such person signs such agreement and
ending 90 days after the date of the Prospectus, without the prior written
consent of DLJ, (A) engage in any of the transactions described in the first
sentence of this paragraph or (B) make any demand for, or exercise any right
with respect to, the registration of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
other than pursuant to the Permitted Registration Statements as set forth in the
preceding sentence.
Section 3. Terms of Public Offering. The Company is advised by you that the
Underwriters propose (i) to make a public offering of their respective portions
of the Shares as soon after the execution and delivery of this Agreement as in
your judgment is advisable and (ii) initially to offer the Shares upon the terms
set forth in the Prospectus.
Section 4. Delivery and Payment. The Shares shall be represented by
definitive certificates and shall be issued in such authorized denominations and
registered in such names as DLJ shall request no later than two business days
prior to the Closing Date or the applicable Option Closing Date (as defined
below), as the case may be. The Company shall deliver the Shares, with any
transfer taxes thereon duly paid by the Company, to DLJ through the facilities
of The Depository Trust Company ("DTC"), for the respective accounts of the
several Underwriters, against payment to the Company of the Purchase Price
therefor by wire transfer of Federal or other funds immediately available in New
York City. The certificates representing the Shares shall be made available for
inspection not later than 9:30 A.M., New York City time, on the business day
prior to the Closing Date or the applicable Option Closing Date, as the case may
be, at the office of DTC or its designated custodian (the "Designated Office").
The time and date of delivery and payment for the Firm Shares shall be 11:00
A.M., Eastern Standard time, on February 27, 1998, or such other time on the
same or such other date as DLJ and the Company shall agree in writing. The time
and date for delivery of the Firm Shares are hereinafter referred to as the
"Closing Date". The time and date of delivery and payment for any Additional
Shares to be purchased by the Underwriters shall be 9:00 A.M., Eastern Standard
time, on the date specified in the applicable exercise notice given by you
pursuant to Section 2 or such other time on the same or such other date as DLJ
and the pm Company shall agree in writing. The time and date of each delivery of
the Additional Shares is hereinafter referred to as an "Option Closing Date".
The documents to be delivered on the Closing Date or any Option Closing
Date on behalf of the parties hereto pursuant to Section 8 of this Agreement
shall be delivered at the offices of Williams, Mullen, Christian & ▇▇▇▇▇▇▇,
P.C., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Shares
shall be delivered at the Designated Office, all on the Closing Date or such
Option Closing Date, as the case may be.
Section 5. Agreements of the Company. The Company agrees with you:
(a) To advise you promptly and, if requested by you, to confirm such advice
in writing, (i) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information, (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Shares for offering or sale in any jurisdiction, or the
initiation of any proceeding for such purposes, (iii) when any amendment to the
Registration Statement becomes effective, (iv) if the Company is required to
file a Rule 462(b) Registration Statement after the effectiveness of this
Agreement, when the Rule 462(b) Registration Statement has become effective, and
(v) of the happening of any event during the period referred to in Section 5(d)
below which makes any statement of a material fact made in the Registration
Statement or the Prospectus untrue or which requires any additions to or changes
in the Registration Statement or the Prospectus in order to make the statements
therein not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, the Company will use
its best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time.
(b) To furnish to you five signed copies of the Registration Statement as
first filed with the Commission and of each amendment to it, including all
exhibits and documents incorporated therein by reference, and to furnish to you
and each Underwriter designated by you such number of conformed copies of the
Registration Statement as so filed and of each amendment to it, without exhibits
but including documents incorporated therein by reference, as you may reasonably
request.
(c) To prepare the Prospectus, the form and substance of which shall be
satisfactory to you, and to file the Prospectus in such form with the Commission
within the applicable period specified in Rule 424(b) under the Act; during the
period specified in Section 5(d) below, not to file any further amendment to the
Registration Statement and not to make any amendment or supplement to the
Prospectus of which you shall not previously have been advised or to which you
shall reasonably object after being so advised; and, during such period, to
prepare and file with the Commission, promptly upon your reasonable request, any
amendment to the Registration Statement or amendment or supplement to the
Prospectus which may be necessary or advisable in connection with the
distribution of the Shares by you, and to use its best efforts to cause any such
amendment to the Registration Statement to become promptly effective.
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(d) Prior to 10:00 A.M., New York City time, on the first business day
after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish in New York City to each Underwriter and any dealer as many
copies of the Prospectus (and of any amendment or supplement to the Prospectus)
and any documents incorporated therein by reference as such Underwriter or
dealer may reasonably request.
(e) If during the period specified in Section 5(d), any event shall occur
or condition shall exist as a result of which, in the opinion of counsel for the
Underwriters, it becomes necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement the
Prospectus to comply with applicable law, forthwith to prepare and file with the
Commission an appropriate amendment or supplement to the Prospectus so that the
statements in the Prospectus, as so amended or supplemented, will not in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with applicable law, and to furnish to each
Underwriter and to any dealer as many copies thereof as such Underwriter or
dealer may reasonably request.
(f) Prior to any public offering of the Shares, to cooperate with you and
counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters and
by dealers under the state securities or Blue Sky laws of such jurisdictions as
you may request, to continue such registration or qualification in effect so
long as required for distribution of the Shares and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; provided, however, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and transactions relating to the Prospectus, the Registration
Statement, any Preliminary Prospectus or the offering or sale of the Shares, in
any jurisdiction in which it is not now so subject.
(g) To mail and make generally available to its stockholders as soon as
practicable an earnings statement covering the twelve-month period ending March
31, 1999 that shall satisfy the provisions of Section 11(a) of the Act, and to
advise you in writing when such statement has been so made available.
(h) During the period of three years after the date of this Agreement, to
furnish to you as soon as available copies of all reports or other
communications furnished to the record holders of Common Stock or furnished to
or filed with the Commission or any national securities exchange on which any
class of securities of the Company is listed and such other publicly available
information concerning the Company and its subsidiaries as you may reasonably
request.
(i) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of its obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the Company's counsel and
the Company's accountants in connection with the registration and delivery of
the Shares under the Act and all other fees and expenses in connection with the
preparation, printing, filing and distribution of the Registration Statement
(including financial statements and exhibits), any Preliminary Prospectus, the
Prospectus and all amendments and supplements to any of the foregoing, including
the mailing and delivering of copies thereof to the Underwriters and dealers in
the quantities specified herein; (ii) all costs and expenses related to the
transfer and delivery of the Shares to the Underwriters, including any transfer
or other taxes payable thereon; (iii) all costs of printing or producing this
Agreement and any other agreements or documents in connection with the offering,
purchase, sale or delivery of the Shares; (iv) all expenses in connection with
the registration or qualification of the Shares for offer and sale under the
securities or Blue Sky laws of the several states and all costs of printing or
producing any Preliminary and Supplemental Blue Sky Memoranda in connection
therewith (including the filing fees and fees and disbursements of counsel for
the Underwriters in connection with such registration or qualification and
memoranda relating thereto); (v) the filing fees and disbursements of counsel
for the Underwriters in connection with the review and clearance of the offering
of the Shares by the National Association of Securities Dealers, Inc. (the
"NASD"); (vi) all costs and expenses incident to the listing of the Shares on
the New York Stock Exchange, Inc. ("NYSE"); (vii) the cost of printing
certificates representing the Shares; (viii) the costs and charges of any
transfer agent, registrar and/or depositary; and (ix) all other costs and
expenses incident to the performance of the obligations of the Company hereunder
for which provision is not otherwise made in this Section.
(j) To use its best efforts to list, subject to notice of issuance, the
Shares on the NYSE and to maintain the listing of the Shares on the NYSE for a
period of three years after the date of this Agreement.
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(k) To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company prior to
the Closing Date or any Option Closing Date, as the case may be, and to satisfy
all conditions precedent to the delivery of the Shares.
(l) If the Registration Statement at the time of the effectiveness of this
Agreement does not cover all of the Shares, to file a Rule 462(b) Registration
Statement with the Commission registering the Shares not so covered in
compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of
this Agreement and to pay to the Commission the filing fee for such Rule 462(b)
Registration Statement at the time of the filing thereof or to give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.
Section 6. Representations and Warranties of the Company.
(a) The Company represents and warrants to each Underwriter that:
(i) The Registration Statement has become effective (other than any Rule
462(b) Registration Statement to be filed by the Company after the
effectiveness of this Agreement); any Rule 462(b) Registration Statement
filed after the effectiveness of this Agreement will become effective no
later than 10:00 P.M., New York City time, on the date of this Agreement; and
no stop order suspending the effectiveness of the Registration Statement is
in effect, and no proceedings for such purpose are pending before or, to the
knowledge of the Company, threatened by the Commission.
(ii) (A) The Registration Statement (other than any Rule 462(b)
Registration Statement to be filed by the Company after the effectiveness of
this Agreement), when it became effective, did not contain and, as amended,
if applicable, will not contain 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, (B) each document, if any, filed
or to be filed pursuant to the Exchange Act and incorporated by reference in
the Prospectus complied or will comply when so filed in all material respects
with the Exchange Act, (C) the Registration Statement (other than any Rule
462(b) Registration Statement to be filed by the Company after the
effectiveness of this Agreement) and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Act, (D) if the Company is required to file a Rule 462(b) Registration
Statement after the effectiveness of this Agreement, such Rule 462(b)
Registration Statement and any amendments thereto, when they become effective
(1) will not contain 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 (2) will comply in all material
respects with the Act, and (E) the Prospectus does not contain and, as
amended or supplemented, if applicable, will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that the representations and warranties set
forth in this paragraph do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information relating to
any Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use therein (the "Underwriters' Information").
(iii) The documents incorporated by reference in the Registration
Statement or the Prospectus pursuant to Item 12 of Form S-3 under the Act, at
the time they were filed or last amended or hereafter are filed or amended,
as the case may be, with the Commission, complied and will comply in all
material respects with the requirements of the Exchange Act and, when read
together and with the other information in any Preliminary Prospectus or in
the Prospectus, at the time the Registration Statement became effective and
on the Closing Date, did not and will not contain an 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, in the light of the
circumstances under which they were or are made, not misleading; and any
documents deemed to be incorporated by reference in the Registration
Statement, any Preliminary Prospectus or the Prospectus, if and when they
were or are filed with the Commission, complied with or will comply in all
material respects with the requirements of the Exchange Act and did not and
will not contain an 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; provided, however, that the
representations and warranties in this paragraph shall not apply to
statements in or omissions from the Registration Statement, any Preliminary
Prospectus or the Prospectus (or any supplement or amendment to them) made
based upon and conforming with the Underwriters' Information.
(iv) Each Preliminary Prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Act, complied when so filed in all material
respects with the Act, and did not contain an 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, in the light of the circumstances
under which they were made, not misleading, except that the representations
and warranties set forth in this paragraph do not apply to statements or
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omissions in any Preliminary Prospectus based upon and conforming with the
Underwriters' Information. The Commission has not issued any order preventing
or suspending the use of any Preliminary Prospectus.
(v) The Company has been, and at and as of the consummation of the
Acquisition (the "Effective Date"), the Company will be, duly incorporated
and validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation with the corporate power and authority to carry
on its business as described in the Prospectus and to own, lease and operate
its properties, and the Company is, and at the Effective Date will be, duly
qualified and in good standing as a foreign corporation authorized to do
business in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except where
the failure to be so qualified would not have a material adverse effect on
the business, prospects, financial condition or results of operations of the
Company and its subsidiaries (such subsidiaries, excluding the Commonwealth
Subsidiaries (as defined below) are hereinafter referred to as the "Lawyers
Title Subsidiaries"), taken as a whole, or Commonwealth and Transnation and
the Commonwealth Subsidiaries, taken as a whole, and, at the Effective Date,
the Company and its subsidiaries (including the Commonwealth Subsidiaries),
taken as a whole, as the case may be (any such event, a "Material Adverse
Effect").
(vi) Each of the Lawyers Title Subsidiaries has been, and at and as of the
Effective Date, each Lawyers Title Subsidiary will be, duly incorporated and
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation with the corporate power and authority to carry
on its business as described in the Prospectus and to own, lease and operate
its properties, and each Lawyers Title Subsidiary of the Company is, and with
respect to each Lawyers Title Subsidiary at the Effective Date will be, duly
qualified and in good standing as a foreign corporation authorized to do
business in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except where
the failure to be so qualified would not, singly or in the aggregate, have a
Material Adverse Effect.
(vii) The Company has the corporate power and authority to execute and
deliver this Agreement and the Shares and to issue, sell and deliver the
Shares to be sold by it to the Underwriters as provided herein.
(viii) All of the outstanding shares of capital stock of the Company have
been, and with respect to the Company at the Effective Date will be, duly
authorized and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to the Underwriters against payment
therefor as provided by this Agreement, will be validly issued, fully paid
and non-assessable, and the issuance of such Shares will not be subject to
any preemptive or similar rights.
(ix) All of the outstanding shares of capital stock of each of the Lawyers
Title Subsidiaries have been, and with respect to each Lawyers Title
Subsidiary at the Effective Date will be, duly authorized and validly issued
and are fully paid and non-assessable, and are owned by the Company, directly
or indirectly through one or more subsidiaries, and at the Effective Date
will be owned directly or through subsidiaries by the Company, free and clear
of any security interest, claim, lien, encumbrance or adverse interest of any
nature (except restrictions on transfer of securities imposed by applicable
state and federal securities laws and state insurance holding company laws).
(x) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.
(xi) Neither the Company nor any of the Lawyers Title Subsidiaries is in
violation of its respective charter or by-laws or in default in the
performance of any obligation, agreement, covenant or condition contained in
any indenture, loan agreement, mortgage, lease or other agreement or
instrument to which the Company or any of the Lawyers Title Subsidiaries is a
party or by which the Company or any of the Lawyers Title Subsidiaries or
their respective property is bound, except to the extent that such violation
or default would not, singly or in the aggregate, result in a Material
Adverse Effect.
(xii) The execution, delivery and performance of this Agreement by the
Company, the compliance by the Company with all the provisions hereof and the
consummation by the Company and LTIC of the transactions contemplated in this
Agreement and the Registration Statement as described under the headings "The
Acquisition" and "Use of Proceeds" will not: (A) require any consent,
approval, authorization or other order of, or qualification with, any court
or governmental body or agency (except (1) such as may be required under the
insurance securities laws or the securities or Blue Sky laws of the various
jurisdictions, (2) such as have already been obtained, or (3) for the filing
of the Amended Articles of Incorporation of the Company on the Closing Date);
(B) conflict with or constitute a breach of any of the terms or provisions
of, or a default under, the respective charter or by-laws of the Company or
any of the
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Lawyers Title Subsidiaries, or any indenture, loan agreement, mortgage, lease
or other agreement or instrument to which the Company or any of the Lawyers
Title Subsidiaries is a party or by which the Company or any of the Lawyers
Title Subsidiaries or their respective property is bound; (C) violate or
conflict with any applicable law or any rule, regulation, judgment, order or
decree of any court or any governmental body or agency having jurisdiction
over the Company or any of the Lawyers Title Subsidiaries or their respective
property; or (D) result in the suspension, termination or revocation of any
Authorization (as defined below) or Insurance License (as defined below) of
the Company or any of the Lawyers Title Subsidiaries or any other impairment
of the rights of the holder of any such Authorization or Insurance License
except, in the case of clauses (B), (C) and (D), to the extent that any such
conflict with, breach, violation, default, suspension, termination or
revocation would not, singly or in the aggregate, have a Material Adverse
Effect.
(xiii) No consent, approval, authorization, license, waiver, registration
or order of, or qualification with, any governmental body or authority,
regulatory or administrative agency (including, without limitation, any
insurance regulatory body or agency), governmental commission, court or
tribunal (or any department, bureau or division thereof) or any arbitral body
having jurisdiction over the Company or any of the Lawyers Title Subsidiaries
(each, a "Governmental Authority") is required for: (A) the consummation by
the Company or any of the Lawyers Title Subsidiaries of the transactions
contemplated in this Agreement and in the Registration Statement as described
under the captions "The Acquisition" and "Use of Proceeds"; (B) the valid
authorization, issuance, sale and delivery of the Shares or the execution,
delivery and performance of this Agreement; or (C) for the use of proceeds to
be received by the Company from such sale in the manner described under the
caption "Use of Proceeds" contained in the Prospectus and in any Preliminary
Prospectus, except (1) such as have been obtained and made under the Act and
the Exchange Act, all of which have been or will be obtained in accordance
with this Agreement, (2) as may be required under the insurance securities
laws or securities or Blue Sky laws of the various jurisdictions, (3) for the
filing of the Amended Articles of Incorporation of the Company on the Closing
Date, and (4) such approvals from various state insurance departments in
connection with the Acquisition that have been obtained.
(xiv) There are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened to which the Company or any of the
Lawyers Title Subsidiaries is or could be a party or to which any of their
respective property is or could be subject that are required to be described
in the Registration Statement or the Prospectus and are not so described; nor
are there any statutes, regulations, contracts or other documents that are
required to be described in the Registration Statement or the Prospectus or
to be filed as exhibits to the Registration Statement that are not so
described or filed as required.
(xv) Neither the Company nor any of the Lawyers Title Subsidiaries has
violated any foreign, federal, state or local law or regulation relating to
the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants ("Environmental Laws")
or any provisions of the Employee Retirement Income Security Act of 1974, as
amended, or any provision of the Foreign Corrupt Practices Act, or the rules
and regulations promulgated thereunder, except for such violations which,
singly or in the aggregate, would not have a Material Adverse Effect.
(xvi) The Company and the Lawyers Title Subsidiaries have good and
marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the
business of the Company and the Lawyers Title Subsidiaries, free and clear of
all liens, encumbrances and defects except such as are described in the
Prospectus or such as do not materially affect the value of such property and
do not interfere with the use made and proposed to be made of such property
by the Company and the Lawyers Title Subsidiaries; and any real property and
buildings held under lease by the Company and the Lawyers Title Subsidiaries
which are material to the business of the Company and the Lawyers Title
Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use
made and proposed to be made of such property and buildings by the Company
and the Lawyers Title Subsidiaries, in each case except as described in the
Prospectus.
(xvii) The Company and the Lawyers Title Subsidiaries own or possess, or
can acquire on reasonable terms, all patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks and trade names
("intellectual property") currently employed by them in connection with the
business now operated by them except where the failure to own or possess or
otherwise be able to acquire such intellectual property would not, singly or
in the aggregate, have a Material Adverse Effect; and none of the Company or
any of the Lawyers Title Subsidiaries has received any notice of infringement
of or conflict with asserted rights of others with respect to any of such
intellectual
7
property which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a Material Adverse Effect.
(xviii) Each of the Company and the Lawyers Title Subsidiaries (A) holds
such permits, licenses, consents, exemptions, franchises, authorizations and
other approvals from insurance departments and other governmental or
regulatory authorities (each, an "Authorization") (including, without
limitation, insurance licenses from the insurance regulatory agencies of the
various states or other jurisdictions where it conducts business (the
"Insurance Licenses")), and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory organizations and
all courts and other tribunals, including, without limitation, under any
applicable Environmental Laws, as are necessary to own, lease, license and
operate its respective properties and to conduct its business, except where
the failure to have any such Authorizations or Insurance Licenses or to make
any such filing or notice would not, singly or in the aggregate, have a
Material Adverse Effect, and (B) to the knowledge of the Company, has
fulfilled and performed all material obligations necessary to maintain such
Authorizations and Insurance Licenses. Each such Authorization and Insurance
License is valid and in full force and effect and each of the Company and the
Lawyers Title Subsidiaries is in compliance with all the terms and conditions
thereof and with the rules and regulations of the authorities and governing
bodies having jurisdiction with respect thereto; and no event has occurred
(including, without limitation, the receipt of any notice from any authority
or governing body) which allows or, after notice or lapse of time or both,
would allow, revocation, suspension or termination of any such Authorization
or Insurance License or results or, after notice or lapse of time or both,
would result in any other impairment of the rights of the holder of any such
Authorization or Insurance License; such Authorizations and Insurance
Licenses contain no restrictions that are burdensome to the Company or any of
the Lawyers Title Subsidiaries; except where such failure to be valid and in
full force and effect or to be in compliance, the occurrence of any such
event or the presence of any such restriction would not, singly or in the
aggregate, have a Material Adverse Effect; and no insurance regulatory agency
or body has issued any order or decree impairing, restricting or prohibiting
the payment of dividends by any of the Lawyers Title Subsidiaries to its
parent.
(xix) With respect to the Company and the Lawyers Title Subsidiaries,
there are no costs or liabilities associated with Environmental Laws
(including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with Environmental
Laws or any Authorization, any related constraints on operating activities
and any potential liabilities to third parties) which would, singly or in the
aggregate, have a Material Adverse Effect.
(xx) This Agreement has been duly authorized, executed and delivered by
the Company and is a valid and binding agreement of the Company, and as of
the Closing Date will be a valid and binding agreement of the Company,
enforceable in accordance with its terms except as the enforceability hereof
may be limited by bankruptcy, insolvency, reorganization, moratorium of other
similar laws now or hereafter in effect relating to creditors' rights
generally or by general principles of equity (regardless of whether
enforcement is considered in a proceeding at law or in equity) (the
"Bankruptcy Exceptions").
(xxi) Ernst & Young LLP are independent public accountants with respect to
the Company and the Lawyers Title Subsidiaries as required by the Act.
(xxii) The consolidated financial statements of the Company included in
the Registration Statement and the Prospectus (and any amendment or
supplement thereto), together with related schedules and notes, present
fairly the consolidated financial position, results of operations and changes
in financial position of the Company and the Lawyers Title Subsidiaries on
the basis stated therein at the respective dates or for the respective
periods to which they apply; such statements and related schedules and notes
have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved, except as
disclosed therein; the supporting schedules, if any, with respect to the
Company included in the Registration Statement present fairly in accordance
with generally accepted accounting principles the information required to be
stated therein; and the other financial and statistical information and data
with respect to the Company set forth in the Registration Statement and the
Prospectus (and any amendment or supplement thereto) are, in all material
respects, accurately presented and prepared on a basis consistent with such
financial statements and the books and records of the Company.
(xxiii) The pro forma financial statements of the Company and the Lawyers
Title Subsidiaries, and Commonwealth, Transnation and the Commonwealth
Subsidiaries, and the related notes thereto set forth in the Registration
Statement and the Prospectus (and any supplement or amendment thereto) have
been prepared on a basis consistent
8
with the historical financial statements of the Company and the Lawyers Title
Subsidiaries, give effect to the assumptions used in the preparation thereof
on a reasonable basis and in good faith and present fairly the historical and
proposed transactions contemplated by the Registration Statement and the
Prospectus. Such pro forma financial statements have been prepared in
accordance with the applicable requirements of Rule 11-02 of Regulation S-X
promulgated by the Commission. The other pro forma financial and statistical
information and data set forth in the Registration Statement and the
Prospectus (and any supplement or amendment thereto) are, in all material
respects, accurately presented and prepared on a basis consistent with the
pro forma financial statements.
(xxiv) The statutory financial statements of the Lawyers Title
Subsidiaries that are insurance companies (the "Insurance Subsidiaries"),
from which certain ratios and other statistical data filed as a part of the
Registration Statement or included or incorporated in the Prospectus have
been derived: (A) have for each relevant period been prepared in conformity
with statutory accounting practices required or permitted by the National
Association of Insurance Commissioners (the "NAIC") and by the insurance laws
of their respective states of domicile, and the rules and regulations
promulgated thereunder, and such statutory accounting practices have been
applied on a consistent basis throughout the periods involved, except as may
otherwise be indicated therein or in the notes thereto; and (B) present
fairly the statutory financial position of the Insurance Subsidiaries as at
the dates thereof, and the statutory basis results of operations of the
Insurance Subsidiaries for the periods covered thereby.
(xxv) There is no: (A) significant unfair labor practice complaint,
grievance or arbitration proceeding pending or threatened against the Company
or any of the Lawyers Title Subsidiaries before the National Labor Relations
Board or any state or local labor relations board; (B) strike, labor dispute,
slowdown or stoppage pending or threatened against the Company or any of the
Lawyers Title Subsidiaries; or (C) union representation question existing
with respect to the employees of the Company and the Lawyers Title
Subsidiaries, except for such actions specified in clause (A), (B) or (C)
above, which, singly or in the aggregate, would not have a Material Adverse
Effect. To the best knowledge of the Company, no collective bargaining
organizing activities are taking place with respect to the Company or any of
the Lawyers Title Subsidiaries.
(xxvi) The Company and each of the Lawyers Title Subsidiaries maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that: (A) transactions are executed in accordance with management's
general or specific authorizations; (B) transactions are recorded as
necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset
accountability; (C) access to assets is permitted only in accordance with
management's general or specific authorization; and (D) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.
(xxvii) All material tax returns required to be filed by the Company and
each of the Lawyers Title Subsidiaries in any jurisdiction have been filed,
other than those filings being contested in good faith, and all material
taxes, including withholding taxes, penalties and interest, assessments, fees
and other charges due pursuant to such returns or pursuant to any assessment
received by the Company or any of the Lawyers Title Subsidiaries have been
paid, other than those being contested in good faith and for which adequate
reserves have been provided.
(xxviii) Except as described in the Prospectus (or in the documents
incorporated therein by reference), there are no outstanding: (A) securities
or obligations of the Company convertible or exchangeable for any capital
stock of the Company; (B) warrants, rights or options to subscribe for or
purchase from the Company any such capital stock or any such convertible or
exchangeable securities or obligations; or (C) obligations for the Company,
to issue such shares, any such convertible or exchangeable securities or
obligations, or any such warrants, rights or obligations.
(xxix) No relationship, direct or indirect, or agreement, arrangement or
understanding (including, without limitation, any voting agreement), exists
between or among the Company or any of the Lawyers Title Subsidiaries and any
other party, which is required by the Act to be described or incorporated by
reference in the Registration Statement or the Prospectus or to be filed as
an exhibit to the Registration Statement which is not described, filed or
incorporated by reference as required.
(xxx) Except as disclosed in the Registration Statement, all reinsurance
treaties, reinsurance contracts and reinsurance agreements to which the
Company or any of the Lawyers Title Subsidiaries is a party are in full force
and effect and none of the Company or any of the Lawyers Title Subsidiaries
is in violation of, or in default in the performance, observance or
fulfillment of, any obligation, agreement, covenant or condition contained
therein, except where the failure to be in full force and effect and except
where any such violation or default would not, singly or in the aggregate,
have a Material Adverse Effect; none of the Company or any of the Lawyers
Title Subsidiaries has received any notice
9
from any of the other parties to such treaties, contracts or agreements which
are material to its business that such other party intends not to perform in
any material respect such treaty, contract or agreement, and the Company and
the Lawyers Title Subsidiaries have no reason to believe that any of the
parties to such treaties, contracts or agreements will be unable to perform
such treaty, contract, agreement or arrangement, except where such
non-performance would not, singly or in the aggregate, have a Material
Adverse Effect.
(xxxi) Except as disclosed in the Prospectus or the documents incorporated
by reference therein, none of the Company or any of the Lawyers Title
Subsidiaries have made any material changes in their insurance reserving
practices during the last two years.
(xxxii) No "nationally recognized statistical rating organization" as such
term is defined for purposes of Rule 436(g)(2) under the Act has indicated to
the Company that it is considering: (A) the downgrading, suspension or
withdrawal of, or any review for a possible change that does not indicate the
direction of the possible change in, any rating assigned to the Company, or
any securities of the Company; or (B) any change in the outlook for any
rating of the Company or any securities of the Company, other than a possible
upgrade in the Company's ratings pending completion of the Acquisition.
(xxxiii) The Company is not and, after giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as described
in the Prospectus, will not be, an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended.
(xxxiv) The Stock Purchase Agreement is in full force and effect, and
there exists as of the date hereof (after giving effect to the transactions
contemplated by the Stock Purchase Agreement) no event or condition which
would cause the termination of the Stock Purchase Agreement.
(xxxv) No part of the proceeds of the sale of the Shares will be used for
any purpose that violates the provisions of any of Regulations G, T or X of
the Board of Governors of the Federal Reserve System or any other regulation
of such Board of Governors.
(xxxvi) Except as provided in the Stock Purchase Agreement and the
Registration Rights Agreement between the Company and RIC to be entered into
on the Effective Date (the "Registration Rights Agreement"), there are no
contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a registration
statement under the Act with respect to any securities of the Company or to
require the Company to include such securities with the Shares registered
pursuant to the Registration Statement.
(xxxvii) Since the respective dates as of which information is given in
the Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement),
(A) there has not occurred any material adverse change or any development
involving a prospective material adverse change in the condition, financial
or otherwise, or the earnings, business, management or operations of the
Company and the Lawyers Title Subsidiaries, taken as a whole, (B) there has
not been any material adverse change or any development involving a
prospective material adverse change in the capital stock or in the long-term
debt of the Company or any of the Lawyers Title Subsidiaries, and (C) neither
the Company nor any of the Lawyers Title Subsidiaries has incurred any
material liability or obligation, direct or contingent.
(b) The Company represents and warrants to each Underwriter with respect to
each of Commonwealth and Transnation that:
(i) Commonwealth is, and at the Effective Date will be, a corporation duly
incorporated, validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania and Transnation is, and at the Effective Date
will be, a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Arizona. Each of the Commonwealth
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the jurisdiction of its incorporation or organization. Each of
Commonwealth, Transnation and the Commonwealth Subsidiaries has, and at the
Effective Date will have, all requisite power and authority, corporate and
otherwise, to carry on its business as currently conducted, and to own, lease
and operate its properties. Each of Commonwealth, Transnation and the
Commonwealth Subsidiaries has been, and at the Effective Date will be, duly
qualified or licensed to do business as a foreign corporation or otherwise,
and is in good standing as such, in each jurisdiction where the nature of the
activities of Commonwealth, Transnation or such Commonwealth Subsidiaries or
their ownership or leasing of property requires such qualification or
license, except to the extent that the failure to be so qualified or licensed
would not, singly or in the aggregate, have a Material Adverse Effect.
10
(ii) All the outstanding shares of capital stock of each of Commonwealth
and Transnation have been, and at the Effective will be, duly authorized and
validly issued and are fully paid, non-assessable and not subject to any
preemptive or similar rights.
(iii) All of the outstanding shares of capital stock of each of the
Commonwealth Subsidiaries have been, and at the Effective Date will be, duly
authorized and validly issued and are fully paid and non-assessable, and are
owned by Commonwealth and Transnation, directly or indirectly through one or
more subsidiaries, and at the Effective Date will be owned directly or
through subsidiaries by the Company, free and clear of any security interest,
claim, lien, encumbrance or adverse interest of any nature (except
restrictions on transfer of securities imposed by applicable state and
federal securities laws and state insurance holding company laws).
(iv) Commonwealth and Transnation have only the subsidiaries listed in the
disclosure letter of RIC dated as of even date with the Original Agreement
and delivered to the Company concurrently with the Original Agreement (the
"RIC Disclosure Letter"), which sets forth the name and jurisdiction of
incorporation or organization of each such subsidiary (the "Commonwealth
Subsidiaries"). Except as set forth in the RIC Disclosure Letter, each of
Commonwealth and Transnation, or a Commonwealth Subsidiary, is the direct
record and beneficial owner of all of the issued and outstanding shares of
capital stock of each of the Commonwealth Subsidiaries, such shares of
capital stock have been duly authorized and validly issued and are fully paid
and nonassessable, and the direct record and beneficial owner of such shares
has good and marketable title to such shares free and clear of any security
interest, claim, lien, encumbrance or adverse interest of any nature (except
restrictions on transfer of securities imposed by applicable state and
federal securities laws and state insurance holding company laws). Except as
set forth in the RIC Disclosure Letter, there is no outstanding Equity
Security (as defined in the Stock Purchase Agreement) of any Commonwealth
Subsidiary other than its issued and outstanding shares of capital stock.
Except as set forth in the RIC Disclosure Letter or as is part of the
investment portfolio of Commonwealth, Transnation and the Commonwealth
Subsidiaries, neither Commonwealth nor Transnation has any equity investment
in any person other than the Commonwealth Subsidiaries.
(v) Except as set forth in the RIC Disclosure Letter, the consummation by
Commonwealth, Transnation, RIC and Reliance of the transactions contemplated
in the Registration Statement under the heading "The Acquisition" will not
constitute, result in or give rise to: (A) a breach or violation or default
under any material United States federal, state or local law, statute,
ordinance, code, order, rule, regulation, or any governmental order, or any
license, consent, approval, permit, or similar right granted under any of the
foregoing, or any similar provision having the force and effect of law
applicable to Commonwealth, Transnation or the Commonwealth Subsidiaries; (B)
a breach of or a default under any charter or bylaws provision of
Commonwealth, Transnation or any of the Commonwealth Subsidiaries; (C) the
acceleration of the time for performance of any material obligation under any
material Contractual Obligation (as defined in the Stock Purchase Agreement)
of Commonwealth, Transnation or any of the Commonwealth Subsidiaries; (D) the
imposition of any material Lien (as defined in the Stock Purchase Agreement)
upon or the forfeiture of any material C/T Assets (as defined below); or (E)
a breach of or a default under any material Contractual Obligation of
Commonwealth, Transnation or any of the Commonwealth Subsidiaries.
(vi) No consent, approval, authorization, license, waiver, registration or
order of, or qualification with, any Governmental Authority is required to be
obtained or made by or on behalf of RIC, Commonwealth or any of the
Commonwealth Subsidiaries in connection with (A) the consummation by
Commonwealth, Transnation, RIC and Reliance or any of their respective
subsidiaries of the transactions contemplated in the Registration Statement
as described under the caption "The Acquisition," except for the items listed
in the RIC Disclosure Letter, each of which shall have been obtained or made
and shall be in full force and effect at the Effective Date.
(vii) Except as set forth in the RIC Disclosure Letter and except for
claims, actions, causes of action or suits, arbitrations, proceedings or
investigations by or before any Governmental Authority (the "C/T Actions") in
the ordinary course of business relating to title insurance or reinsurance,
and without regard to environmental matters, there is no C/T Action pending
or, to the knowledge of the Company, threatened with respect to which
Commonwealth, Transnation or any of the Commonwealth Subsidiaries are or
would reasonably be expected to be parties. No order, writ, judgment,
injunction, decree, stipulation, determination or award entered by or with
any Governmental Authority that is material to the business conducted by
Commonwealth, Transnation and the Commonwealth Subsidiaries (the "C/T
Business") and directed specifically at Commonwealth, Transnation or any of
the Commonwealth Subsidiaries has been issued.
(viii) Except as set forth in the RIC Disclosure Letter, none of
Commonwealth or Transnation or any of the Commonwealth Subsidiaries has
violated any federal, state or local law or regulation relating to the
Environmental Laws or
11
any provisions of the Employee Retirement Income Security Act of 1974, as
amended, or the rules and regulations promulgated thereunder, except for such
violations which, singly or in the aggregate, would not have a Material
Adverse Effect.
(ix) Commonwealth, Transnation and the Commonwealth Subsidiaries have good
and marketable title to, or, in the case of property held under lease or
other Contractual Obligation, a valid and Enforceable (as defined in the
Stock Purchase Agreement) right to use under an Enforceable lease or license,
all of their properties and assets, whether real property or personal or
intellectual property and whether tangible or intangible, reflected in the
unaudited combined balance sheet of Commonwealth, Transnation and the
Commonwealth Subsidiaries as of June 30, 1997 (the "C/T Interim Balance
Sheet") or acquired after the date of the C/T Interim Balance Sheet (except
as sold or otherwise disposed of since the date of the C/T Interim Balance
Sheet in the ordinary course of business or as otherwise permitted by the
Stock Purchase Agreement to be disposed of since the date of the C/T Interim
Balance Sheet) (collectively, the "C/T Assets"). No C/T Asset material to the
C/T Business is subject to any Lien except as described in the RIC Disclosure
Letter. The C/T Assets constitute at least the properties, rights and assets
held for or used in, or necessary for the continued conduct of, the C/T
Business as currently conducted.
(x) Except as disclosed in the RIC Disclosure Letter: (A) Commonwealth,
Transnation and the Commonwealth Subsidiaries own or possess, or can acquire
on reasonable terms, all patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names ("C/T Intellectual Property")
currently employed by them in connection with the business now operated by
them except where the failure to own or possess or otherwise be able to
acquire such C/T Intellectual Property would not, singly or in the aggregate,
have a Material Adverse Effect; and (B) none of the Commonwealth or
Transnation or any the Commonwealth Subsidiaries has received any notice of
infringement of or conflict with asserted rights of others with respect to
any of such C/T Intellectual Property which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling or finding, would have a
Material Adverse Effect.
(xi) Except as set forth in the RIC Disclosure Letter and without regard
to environmental matters, Commonwealth, Transnation and the Commonwealth
Subsidiaries have all material licenses, permits and qualifications necessary
to conduct their businesses in the jurisdictions listed in the RIC Disclosure
Letter, which is each jurisdiction in which Commonwealth, Transnation or the
Commonwealth Subsidiaries do business or own property, or in which such
license, permit or qualification is otherwise required. Except as set forth
in the RIC Disclosure Letter, during the three years prior to August 20,
1997: (A) neither Commonwealth nor Transnation nor any of the Commonwealth
Subsidiaries has had its license or qualification to conduct title insurance
business in any jurisdiction revoked or suspended or been involved in a
proceeding to revoke or suspend such license or qualification, nor to the
best of the knowledge of the Company, has any investigation been conducted,
or is pending, in any such jurisdiction with a view to revocation or
suspension of any such license; (B) Commonwealth, Transnation and the
Commonwealth Subsidiaries have complied in all material respects with all
laws, regulations and orders applicable to their businesses and the present
use by Commonwealth, Transnation and the Commonwealth Subsidiaries of their
respective properties, and the business conducted by Commonwealth,
Transnation and the Commonwealth Subsidiaries, does not violate in any
material respect any such laws, regulations or orders; and (C) Commonwealth,
Transnation and the Commonwealth Subsidiaries have timely filed all reports
and returns required by law, rule, regulation or policy of any regulatory
authority and all such returns and reports are true and correct in all
material respects, and there are no material deficiencies with respect to
such filings or submissions. There is no agreement or understanding between
RIC, Commonwealth, Transnation or any Commonwealth Subsidiary, on the one
hand, and any regulatory authority, on the other hand, concerning the payment
of dividends by Commonwealth, Transnation or such Commonwealth Subsidiary or
the maintenance of any NAIC Insurance Regulatory Information System Ratio or
adequacy of reserves.
(xii) The combined financial statements of Commonwealth and Transnation
and the Commonwealth Subsidiaries (including the notes thereto) included in
the Registration Statement and the Prospectus (and any amendment or
supplement thereto), were prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods specified
therein, and present fairly, in all material respects, the combined financial
position and results of operations of Commonwealth and Transnation and the
Commonwealth Subsidiaries for the periods specified therein, subject in the
case of financial statements for interim periods to an absence of footnotes
and to normal audit adjustments which would not in the aggregate be material.
12
(xiii) The financial statements included in the Annual Convention
Statements on the NAIC Form 9 for the fiscal years ended December 31, 1996,
1995 and 1994 (including the financial statements on a statutory basis and
the accompanying exhibits and schedules) for each of Commonwealth and
Transnation, were prepared in accordance with accounting practices prescribed
or permitted for title insurance companies by state regulatory authorities of
the states of domicile of Commonwealth and Transnation, applied on a
consistent basis except as otherwise stated therein, and present fairly in
all material respects the statutory financial position of each of
Commonwealth and Transnation, as the case may be, as of the dates of, and the
statutory results of their operations for the periods covered by, such Annual
Convention Statements.
(xiv) Except as set forth in the RIC Disclosure Letter: (A) no unfair
labor practice complaint against Commonwealth or Transnation or any of the
Commonwealth Subsidiaries is pending before the National Labor Relations
Board; (B) there is no strike, labor dispute, slowdown or stoppage actually
pending or, to the knowledge of the Company, threatened against or involving
Commonwealth or Transnation or any of the Commonwealth Subsidiaries; (C)
neither Commonwealth, Transnation nor any of the Commonwealth Subsidiaries is
a party to any collective bargaining agreement and as of August 20, 1997 or
the Effective Date, as applicable, no collective bargaining agreement is
being negotiated by any of them; and (D) no petition has been filed or
proceedings instituted by any employee or group of employees of Commonwealth,
Transnation or any of the Commonwealth Subsidiaries with any labor relations
board seeking recognition of a bargaining representative. To the knowledge of
the Company, there is no organizational effort currently being made or
threatened by or on behalf of any labor union to organize the employees of
Commonwealth, Transnation or any of the Commonwealth Subsidiaries.
(xv) Except as set forth in the RIC Disclosure Letter or the C/T Interim
Balance Sheet, all material tax returns required to be filed by Commonwealth
and Transnation and each of the Commonwealth Subsidiaries in any jurisdiction
have been filed, other than those filings being contested in good faith, and
all material taxes, including withholding taxes, penalties and interest,
assessments, fees and other charges due pursuant to such returns or pursuant
to any assessment received by Commonwealth or Transnation or any of the
Commonwealth Subsidiaries, as the case may be, have been paid, other than
those being contested in good faith and for which adequate reserves have been
provided.
(xvi) Except as described in the Prospectus (or in the documents
incorporated therein by reference), there are no outstanding: (A) securities
or obligations of Commonwealth or Transnation convertible or exchangeable for
any capital stock of Commonwealth or Transnation; (B) warrants, rights or
options to subscribe for or purchase from Commonwealth or Transnation any
such capital stock or any such convertible or exchangeable securities or
obligations; or (C) obligations for Commonwealth or Transnation to issue such
shares, any such convertible or exchangeable securities or obligations, or
any such warrants, rights or obligations.
(xvii) Except as disclosed in the Registration Statement, all reinsurance
treaties, reinsurance contracts and reinsurance agreements to which
Commonwealth or Transnation or any of the Commonwealth Subsidiaries is a
party are in full force and effect and none of Commonwealth or Transnation or
any of the Commonwealth Subsidiaries is in violation of, or in default in the
performance, observance or fulfillment of, any obligation, agreement,
covenant or condition contained therein, except where the failure to be in
full force and effect and except where any such violation or default would
not, singly or in the aggregate, have a Material Adverse Effect; to the
knowledge of the Company, no material breach or default by any of the parties
to such treaties, contracts or agreements which are material to Commonwealth,
Transnation and the Commonwealth Subsidiaries, taken as a whole, has occurred
and is continuing, and no event has occurred or circumstance exists that
would with notice or lapse of time constitute a material breach or default or
permit termination, modification or acceleration by any of the parties to
such treaties, contracts or agreements, Commonwealth, Transnation or any of
the Commonwealth Subsidiaries under any such treaty, contract or agreement.
(xviii) Since the respective dates as of which information is given in the
Prospectus, other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement),
there has not occurred any material adverse change in or effect on the
business, condition (financial or otherwise), operations, performance or
properties of Commonwealth, Transnation or any of the Commonwealth
Subsidiaries, that is material to Commonwealth, Transnation and the
Commonwealth Subsidiaries, taken as a whole, except for transactions in the
investment portfolio of Commonwealth or Transnation in the ordinary course of
business.
(c) Each certificate signed by any officer of the Company and delivered to
the Underwriters or counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to the Underwriters as to the matters
covered thereby.
13
Section 7. Indemnification.
(a) The Company agrees to indemnify and hold harmless each Underwriter, its
directors, its officers and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages, liabilities and judgments
(including, without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action,
that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any amendment
thereto), the Prospectus (or any amendment or supplement thereto) or any
Preliminary Prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon and conforming with
information relating to any Underwriter furnished in writing to the Company by
such Underwriter through you expressly for use therein; provided, however, that
the foregoing indemnity agreement with respect to any Preliminary Prospectus
shall not inure to the benefit of any Underwriter who failed to deliver a
Prospectus (as then amended or supplemented, provided by the Company to the
several Underwriters in the requisite quantity and on a timely basis to permit
proper delivery on or prior to the Closing Date) to the person asserting any
losses, claims, damages and liabilities and judgments caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, if such material misstatement or omission or
alleged material misstatement or omission was cured in such Prospectus and such
Prospectus was required by law to be delivered at or prior to the written
confirmation of sale to such person.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors (including any person who, with his
consent, is named in the Registration Statement as about to become a director of
the Company), its officers who sign the Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, to the same extent as the foregoing indemnity
from the Company to such Underwriter but only with reference to information
relating to such Underwriter furnished in writing to the Company by such
Underwriter through you expressly for use in the Registration Statement (or any
amendment thereto), the Prospectus (or any amendment or supplement thereto) or
any Preliminary Prospectus.
(c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 7(a) or 7(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 7(a) and 7(b), the Underwriter shall not be required to assume
the defense of such action pursuant to this Section 7(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
such Underwriter). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by DLJ, in the case of parties indemnified pursuant to Section 7(a),
and by the Company, in the case of parties indemnified pursuant to Section 7(b).
The indemnifying party shall indemnify and hold harmless the indemnified party
from and against any and all losses, claims, damages, liabilities and judgments
by reason of any settlement of any action (i) effected with its written consent
or (ii) effected without its written consent if the settlement is entered into
more than twenty business days after the indemnifying party shall have received
a request from the indemnified party for reimbursement for the fees and expenses
of counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the
14
indemnified party, effect any settlement or compromise of, or consent to the
entry of judgment with respect to, any pending or threatened action in respect
of which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.
(d) To the extent the indemnification provided for in this Section 7 is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Shares or (ii) if the allocation provided by clause 7(d)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause 7(d)(i) above but also the
relative fault of the Company on the one hand and the Underwriters on the other
hand in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other hand shall be deemed to be in the
same proportion as the total net proceeds from the offering (after deducting
underwriting discounts and commissions, but before deducting expenses) received
by the Company, and the total underwriting discounts and commissions received by
the Underwriters, bear to the total price to the public of the Shares, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault of the Company on the one hand and the Underwriters on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 7, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. 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. The Underwriters' obligations to contribute
pursuant to this Section 7(d) are several in proportion to the respective number
of Shares purchased by each of the Underwriters hereunder and not joint.
(e) The remedies provided for in this Section 7 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.
Section 8. Conditions of Underwriters' Obligations. The several obligations
of the Underwriters to purchase the Firm Shares under this Agreement are subject
to the satisfaction of each of the following conditions:
(a) All the representations and warranties of the Company contained in this
Agreement shall be true and correct on the Closing Date with the same force and
effect as if made on and as of the Closing Date.
(b) If the Company is required to file a Rule 462(b) Registration Statement
after the effectiveness of this Agreement, such Rule 462(b) Registration
Statement shall have become effective by 10:00 P.M., New York City time, on the
date of this Agreement; and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been commenced or shall be pending before or contemplated by
the Commission.
(c) You shall have received on the Closing Date a certificate dated the
Closing Date, signed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, in their
capacities as the Chairman and Chief Executive Officer and Vice President and
Treasurer of the Company, confirming the matters set forth in Sections
6(a)(xxxvii), 8(a) and 8(b) and that the Company has complied with all of the
agreements and satisfied all of the conditions herein contained and required to
be complied with or satisfied by the Company on or prior to the Closing Date.
15
(d) You shall have received on the Closing Date a certificate dated the
Closing Date, signed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, in their
capacities as the Chairman and Chief Executive Officer and Executive Vice
President-Chief Financial and Administrative Officer of Commonwealth and
Transnation, to the effect that:
(i) Since the respective dates as of which information is given in the
Prospectus, other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement):
(A) there has not occurred any material adverse change or any development
involving a prospective material adverse change in the condition, financial
or otherwise, or the earnings, business, management or operations of
Commonwealth or Transnation and the Commonwealth Subsidiaries, taken as a
whole; (B) there has not been any material adverse change or any development
involving a prospective material adverse change in the capital stock or in
the long-term debt of Commonwealth or Transnation or any of the Commonwealth
Subsidiaries; and (C) none of Commonwealth or Transnation or any of the
Commonwealth Subsidiaries has incurred any material liability or obligation,
direct or contingent.
(ii) None of Commonwealth or Transnation or any of the Commonwealth
Subsidiaries is in violation of its respective charter or by-laws or in
default in the performance of any obligation, agreement, covenant or
condition contained in any indenture, loan agreement, mortgage, lease or
other agreement or instrument to which Commonwealth or Transnation or any of
the Commonwealth Subsidiaries is a party or by which Commonwealth or
Transnation or any of the Commonwealth Subsidiaries or their respective
property is bound, except to the extent that such violation or default would
not, singly or in the aggregate, result in a Material Adverse Effect.
(iii) Each of Commonwealth and Transnation and each of the Commonwealth
Subsidiaries maintains a system of internal accounting controls sufficient to
provide reasonable assurance that: (A) transactions are executed in
accordance with management's general or specific authorizations; (B)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (C) access to assets is permitted only in
accordance with management's general or specific authorization; and (D) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.
(iv) Deloitte & Touche LLP are independent public accountants with respect
to Commonwealth and Transnation and their respective subsidiaries as required
by the Act.
(v) The consolidated financial statements included in the Registration
Statement and the Prospectus (and any amendment or supplement thereto),
together with related schedules and notes, present fairly the consolidated
financial position, results of operations and changes in financial position
of Commonwealth and Transnation and the Commonwealth Subsidiaries on the
basis stated therein at the respective dates or for the respective periods to
which they apply; such statements and related schedules and notes have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as disclosed
therein; the supporting schedules, if any, included in the Registration
Statement present fairly in accordance with generally accepted accounting
principles the information required to be stated therein; and the other
financial and statistical information and data set forth in the Registration
Statement and the Prospectus (and any amendment or supplement thereto) are,
in all material respects, accurately presented and prepared on a basis
consistent with such financial statements and the books and records of
Commonwealth and Transnation, respectively.
(vi) No "nationally recognized statistical rating organization" as such
term is defined for purposes of Rule 436(g)(2) under the Act has indicated to
Commonwealth or Transnation that it is considering: (A) the downgrading,
suspension or withdrawal of, or any review for a possible change that does
not indicate the direction of the possible change in, any rating assigned to
Commonwealth or Transnation, or any securities of Commonwealth or
Transnation; or (B) any adverse change in the outlook for any rating of
Commonwealth or Transnation or any securities of Commonwealth or Transnation,
except that Duff & ▇▇▇▇▇▇ Credit Rating Co. has indicated to Commonwealth and
Transnation that its assignment of a rating of "A+" to them may be downgraded
to an "A" following the Effective Date.
(vii) Neither Commonwealth nor Transnation is and, after giving effect to
the offering and sale of the Shares and the application of the proceeds
thereof as described in the Prospectus, will be, an "investment company" as
such term is defined in the Investment Company Act of 1940, as amended.
(viii) Except as set forth in the RIC Disclosure Letter, none of
Commonwealth or Transnation or any of the Commonwealth Subsidiaries has
violated any foreign law or regulation relating to any provision of the
Foreign Corrupt Practices Act, or the rules and regulations promulgated
thereunder, except for such violations which, singly or in the aggregate,
would not have a Material Adverse Effect.
16
(e) Since the respective dates as of which information is given in the
Prospectus, other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there shall not have occurred any change or any development involving a
prospective change in the condition, financial or otherwise, or the earnings,
business, management or operations of the Company, Commonwealth or Transnation
and their respective subsidiaries, taken as a whole, (ii) there shall not have
been any change or any development involving a prospective change in the capital
stock or in the long-term debt of the Company, Commonwealth or Transnation or
any of their respective subsidiaries, and (iii) none of the Company,
Commonwealth or Transnation or any of their respective subsidiaries shall have
incurred any liability or obligation, direct or contingent, the effect of which,
in any such case described in clause 8(e)(i), 8(e)(ii) or 8(e)(iii), in your
judgment, is material and adverse and, in your judgment, makes it impracticable
to market the Shares on the terms and in the manner contemplated in the
Prospectus.
(f) You shall have received on the Closing Date an opinion (satisfactory to
you and counsel for the Underwriters), dated the Closing Date, of Williams,
Mullen, Christian & ▇▇▇▇▇▇▇, P.C., counsel for the Company, to the effect that:
(i) The Company is, and at the Effective Date will be, duly incorporated
and validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation with the corporate power and authority to carry
on its business as described in the Prospectus and to own, lease and operate
its properties.
(ii) The Company is and at the Effective Date will be, duly qualified and
in good standing as a foreign corporation authorized to do business in each
jurisdiction in which the nature of its business or its ownership or leasing
of property requires such qualification, except where the failure to be so
qualified would not, singly or in the aggregate, have a Material Adverse
Effect.
(iii) Each Principal Subsidiary of the Company (the entities listed in
Schedule II hereto being all of the principal subsidiaries of the Company and
being referred to hereafter as the "Principal Subsidiaries") has been, and at
and as of the Effective Date will be, duly incorporated and validly existing
as a corporation in good standing under the laws of its jurisdiction of
incorporation with the corporate power and authority to carry on its business
as described in the Prospectus and to own, lease and operate its properties.
(iv) Each Principal Subsidiary of the Company is, and at the Effective
Date will be, duly qualified and in good standing as a foreign corporation
authorized to do business in each jurisdiction in which the nature of its
business or its ownership or leasing of property requires such qualification,
except where the failure to be so qualified would not, singly or in the
aggregate, have a Material Adverse Effect.
(v) All the outstanding shares of capital stock of the Company have been,
and at the Effective Date will be, duly authorized and validly issued and are
fully paid, non-assessable and not subject to any preemptive or similar
rights.
(vi) The Shares have been duly authorized and, when issued and delivered
to the Underwriters against payment therefor as provided by this Agreement,
will be validly issued, fully paid and non-assessable, and the issuance of
such Shares will not be subject to any preemptive or similar rights.
(vii) Except as described in the Prospectus (or in the documents
incorporated therein by reference), there are no outstanding: (A) securities
or obligations of the Company convertible or exchangeable for any capital
stock of the Company; (B) warrants, rights or options to subscribe for or
purchase from the Company any such capital stock or any such convertible or
exchangeable securities or obligations; or (C) obligations for the Company to
issue such shares, any such convertible or exchangeable securities or
obligations, or any such warrants, rights or obligations.
(viii) This Agreement has been duly authorized, executed and delivered by
the Company and is a valid and binding agreement of the Company, and as of
the Effective Date will be a valid and binding agreement of the Company,
enforceable in accordance with its terms except as the enforceability hereof
may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the enforcement of creditors' rights generally, (b)
general principles of equity (regardless of whether enforceability is
considered in an action at law or a suit in equity), including the
availability of equitable remedies, (c) procedural requirements of law
applicable to the exercise of creditors' rights generally, and (d) judicial
discretion inherent in the forum addressing enforceability; provided,
however, that we express no opinion as to the enforceability of any provision
of the Agreement which purports to require that the Company indemnify any
person for violation of federal or state securities laws or from acts
constituting fraud, intentional misconduct or negligence.
(ix) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.
17
(x) The Registration Statement has become effective under the Act, no stop
order suspending its effectiveness has been issued and no proceedings for
that purpose are, to such counsel's knowledge after due inquiry, pending
before or threatened by the Commission.
(xi) The statements under the captions "Use of Proceeds,"
"Capitalization," "Business," "The Acquisition," "Description of Capital
Stock," "Shares Eligible for Future Sale" and "Underwriting" in the
Prospectus and Item 15 of Part II of the Registration Statement, insofar as
such statements constitute a summary of the legal matters, documents or
proceedings referred to therein, fairly present the information called for
with respect to such legal matters, documents and proceedings.
(xii) The execution, delivery and performance of this Agreement by the
Company; the valid authorization, issuance, sale and delivery of the Shares;
and the compliance by the Company with all the provisions hereof and the
consummation by the Company and the Principal Subsidiaries of the
transactions contemplated in this Agreement and the Registration Statement as
described under the headings "The Acquisition" and "Use of Proceeds" will
not: (A) require any consent, approval, authorization, license, waiver,
registration or other order of, or qualification with, any court or
governmental body or agency (except (1) such as may be required under the
insurance securities laws or securities or Blue Sky laws of the various
states, (2) such as have already been obtained or (3) for the filing of the
Articles of Amendment of the Articles of Incorporation of the Company on the
Closing Date); (B) conflict with or constitute a breach of any of the terms
or provisions of, or a default under, (x) the respective charter or by-laws
of the Company or any of the Principal Subsidiaries, or (y) any indenture,
loan agreement, mortgage, lease or other agreement or instrument known to
counsel that is material to the Company and the Principal Subsidiaries, taken
as a whole, to which the Company or any of the Principal Subsidiaries is a
party or by which the Company or any of the Principal Subsidiaries or their
respective property is bound; or (C) violate or conflict with any applicable
law or any rule, regulation, judgment, order or decree of any court or any
governmental body or agency having jurisdiction over the Company or any of
the Principal Subsidiaries or their respective property, except, in the case
of clauses (B) and (C), to the extent that any such conflict, breach,
violation or default would not, singly or in the aggregate, have a Material
Adverse Effect.
(xiii) After due inquiry, such counsel does not know of any statutes,
regulations, contracts or other documents that are required to be described
in the Registration Statement or the Prospectus or to be filed as exhibits to
the Registration Statement that are not so described or filed as required,
and the descriptions of the terms of any such contracts, documents, statutes
or regulations contained or incorporated by reference in the Registration
Statement or the Prospectus are correct in all material respects.
(xiv) The Company is not and, after giving effect to the offering and sale
of the Shares and the application of the proceeds thereof as described in the
Prospectus, will not be, an "investment company" as such term is defined in
the Investment Company Act of 1940, as amended.
(xv) To such counsel's knowledge after due inquiry, except for the Stock
Purchase Agreement and the Registration Rights Agreement, there are no
contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a registration
statement under the Act with respect to any securities of the Company or to
require the Company to include such securities with the Shares registered
pursuant to the Registration Statement.
(xvi) (A) Each document filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus (except for financial statements
and other financial data included therein as to which no opinion need be
expressed), at the time it was filed or last amended, complied when so filed
or amended as to form in all material respects with the requirements of the
Exchange Act and (B) the Registration Statement and the Prospectus and any
supplement or amendment thereto (except for the financial statements and
other financial data included therein as to which no opinion need be
expressed) comply as to form in all material respects with the requirements
of the Act.
(xvii) The Company has corporate power and authority to execute and
deliver this Agreement and the Shares and to issue, sell and deliver the
Shares to be sold by it to the Underwriters as provided herein.
Such counsel shall also state that such counsel has participated in the
preparation of the Registration Statement and the Prospectus, including review
of the contents thereof and conferences with officers and other representatives
of the Company, Commonwealth and Transnation, representatives of the independent
accountants of each of the Company and Commonwealth and Transnation, and
representatives of the Underwriters and their counsel at which the contents of
the Registration Statement and the Prospectus were discussed, and although such
counsel has not independently verified and is not passing upon and does not
assume responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration
18
Statement or the Prospectus (except as specified elsewhere in such counsel's
opinion), on the basis of the foregoing (relying as to materiality where
appropriate upon the opinions of officers of the Company), nothing has come to
such counsel's attention that caused them to believe that the Registration
Statement, at the time it became effective, and on the date of this Agreement,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or that the Prospectus, as of its date and as of the date of
such opinion, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (except in each case as to the financial
statements and other financial data included therein as to which no opinion need
be expressed).
The opinion of Williams, Mullen, Christian, & ▇▇▇▇▇▇▇, P.C. described in
Section 8(f) above shall be rendered to you at the request of the Company and
shall so state therein.
(g) You shall have received on the Closing Date an opinion (satisfactory to
you and counsel for the Underwriters), dated the Closing Date, of ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, III, Esq., General Counsel of the Company, to the effect that:
(i) All of the outstanding shares of capital stock of each of the
Principal Subsidiaries have been, and at the Effective Date will be, duly
authorized and validly issued and are fully paid and non-assessable, and are
owned by the Company, directly or indirectly through one or more
subsidiaries, and at the Effective Date will be owned directly or through
subsidiaries by the Company, and to the knowledge of such counsel, free and
clear of any security interest, claim, lien, encumbrance or adverse interest
of any nature.
(ii) The execution, delivery and performance of the Agreement by the
Company, the compliance by the Company with all the provisions thereof and
the consummation by the Company of the transactions contemplated in the
Agreement and in the Stock Purchase Agreement will not result in the
suspension, termination or revocation of any Authorization or Insurance
License of the Company or any of the Principal Subsidiaries or any other
impairment of the rights of the holder of any such Authorization or Insurance
License.
(iii) To such counsel's knowledge, none of the Company or any of the
Principal Subsidiaries is in violation of its respective charter or bylaws
and none of the Company or any of the Principal Subsidiaries is in default in
the performance of any obligation, agreement, covenant or condition contained
in any indenture, loan agreement, mortgage, lease or other agreement or
instrument that is material to the Company and the Principal Subsidiaries,
taken as a whole, to which the Company or any of the Principal Subsidiaries
is a party or by which the Company or any of the Principal Subsidiaries or
their respective properties is bound.
(iv) Such counsel does not know of any legal or governmental actions,
suits or proceedings pending or threatened to which the Company or any of the
Principal Subsidiaries is or could be a party or to which any of their
respective property is or could be subject that are required to be described
in the Registration Statement or the Prospectus and are not so described.
(v) Each of the Company and the Principal Subsidiaries: (A) holds such
Authorizations (including, without limitation, Insurance Licenses), and has
made all filings with and notices to, all governmental or regulatory
authorities and self-regulatory organizations and all courts and other
tribunals, including, without limitation, under any applicable Environmental
Laws, as are necessary to own, lease, license and operate its respective
properties and to conduct its business, except where the failure to have any
such Authorization or Insurance License or to make any such filing or notice
would not, singly or in the aggregate, have a Material Adverse Effect; and
(B) to the knowledge of such counsel, has fulfilled and performed all
material obligations necessary to maintain such Authorizations and Insurance
Licenses. Except as would not, singly or in the aggregate, have a Material
Adverse Effect: (A) each such Authorization and Insurance License is valid
and in full force and effect and each of the Company and the Principal
Subsidiaries is in compliance with all the terms and conditions thereof and
with the rules and regulations of the authorities and governing bodies having
jurisdiction with respect thereto; (B) no event has occurred (including,
without limitation, the receipt of any notice from any authority or governing
body, the execution, delivery and performance of this Agreement by the
Company, the valid authorization, issuance, sale and delivery of the Shares
and the compliance by the Company with all of the provisions hereof and the
consummation by the Company and the Principal Subsidiaries of the
transactions contemplated in this Agreement and the Registration Statement as
described under the headings "The Acquisition" and "Use of Proceeds") which
allows or, after notice or lapse of time of both, would allow, revocation,
suspension or termination of any such Authorization or Insurance License or
results or, after notice or lapse of time or both, would result
19
in any impairment of the rights of the holder of any such Authorization or
Insurance License; and (C) such Authorizations and Insurance Licenses contain
no restrictions that are burdensome to the Company or any of the Principal
Subsidiaries. No insurance regulatory agency or body has issued any order or
decree impairing, restricting or prohibiting the payment of dividends by any
of the Principal Subsidiaries to its parent.
(vi) To such counsel's knowledge, all leases to which the Company and the
Principal Subsidiaries is a party are valid and binding on the Company, or
such Principal Subsidiary, as the case may be, and no default has occurred or
is continuing thereunder which singly or in the aggregate, might result in
any Material Adverse Effect.
(vii) To such counsel's knowledge, the Company and the Principal
Subsidiaries own or possess, or can acquire on reasonable terms, all
intellectual property currently employed by them in connection with the
business now operated by them except where the failure to own or possess or
otherwise be able to acquire such intellectual property would not, singly or
in the aggregate, have a Material Adverse Effect; and, to such counsel's
knowledge, none of the Company or any of the Principal Subsidiaries has
received any notice of infringement of or conflict with asserted rights of
others with respect to any of such intellectual property which, singly or in
the aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a Material Adverse Effect.
(h) You shall have received on the Closing Date an opinion (satisfactory to
you and counsel for the Underwriters), dated the Closing Date, of ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, Esq., Senior Vice President-General Counsel and Secretary of
Commonwealth and Transnation, to the effect that:
(i) To such counsel's knowledge, each of Commonwealth and Transnation has
been duly incorporated and is validly existing and in good standing under the
laws of its jurisdiction of incorporation with the corporate power and
authority under its charter and bylaws to carry on its business and to own,
lease and operate its properties.
(ii) To such counsel's knowledge, each of Commonwealth Land Title
Insurance Company of New Jersey and Industrial Valley Title Insurance Company
(collectively the "Commonwealth/Transnation Subsidiaries") has been duly
incorporated and is validly existing and in good standing under the laws of
its jurisdiction of incorporation with the corporate power and authority
under its charter and bylaws to carry on its business and to own, lease and
operate its properties.
(iii) To such counsel's knowledge, each of Commonwealth and Transnation
and the Commonwealth/Transnation Subsidiaries is duly qualified and in good
standing as a foreign corporation authorized to do business in each
jurisdiction in which the nature of its business or its ownership or leasing
of property requires such qualification, except where the failure to be so
qualified would not have a Material Adverse Effect.
(iv) To such counsel's knowledge, all of the outstanding shares of capital
stock of each of Commonwealth and Transnation and the
Commonwealth/Transnation Subsidiaries have been duly authorized and validly
issued and are fully paid, non-assessable and not subject to any preemptive
or similar rights.
(v) To such counsel's knowledge, there are no outstanding: (A) securities
or obligations of Commonwealth or Transnation or the Commonwealth/Transnation
Subsidiaries convertible or exchangeable for any capital stock of
Commonwealth or Transnation or the Commonwealth/Transnation Subsidiaries; (B)
warrants, rights or options to subscribe for or purchase any such capital
stock or any such convertible or exchangeable securities or obligations,
except in favor of the Company; or (C) obligations for Commonwealth or
Transnation or the Commonwealth/Transnation Subsidiaries to issue such
shares, any such convertible or exchangeable securities or obligations, or
any such warrants, rights or obligations.
(vi) To such counsel's knowledge, there is no action, suit, proceeding,
governmental investigation or arbitration pending or threatened against
Commonwealth or Transnation or any of its material property before any court,
arbitrator or any governmental or administrative body, agency or official:
(A) which challenges the validity, or seeks to enjoin the performance of,
this Agreement or the consummation of any or the transactions contemplated
thereby; (B) which seeks to revoke any material license issued to
Commonwealth or Transnation; or (C) as to which there exists a substantial
likelihood of an adverse determination which would reasonably be expected to
have a Material Adverse Effect.
(vii) To such counsel's knowledge, neither Commonwealth nor Transnation
has received any order or decree from any insurance regulatory agency or body
impairing, restricting or prohibiting the payment of dividends by
Commonwealth or Transnation.
(viii) To such counsel's knowledge, neither Commonwealth nor Transnation
is an "investment company" as such term is defined in the Investment Company
Act of 1940, as amended.
20
(i) You shall have received on the Closing Date a letter (satisfactory to
you and counsel for the Underwriters), dated the Closing Date, of ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, Esq., General Counsel of RIC, permitting reliance by you on her opinion,
dated the Closing Date, delivered pursuant to the Stock Purchase Agreement.
(j) You shall have received on the Closing Date an opinion, dated the
Closing Date, of LeBoeuf, Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel for the
Underwriters, as to the matters referred to in Sections 8(f)(vi), 8(f)(viii) and
8(f)(xi) (but only with respect to the statements under the caption "Description
of Capital Stock" and "Underwriting") and clauses 8(f)(xvii)(B), 8(f)(xvii)(C)
and 8(f)(xvii)(D).
In giving such opinions with respect to the matters covered by clauses
8(f)(xvii)(B), 8(f)(xvii)(C) and 8(f)(xvii)(D) above, LeBoeuf, Lamb, ▇▇▇▇▇▇ &
▇▇▇▇▇▇, L.L.P. may state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and Prospectus
and any amendments or supplements thereto (other than the documents incorporated
therein by reference) and review and discussion of the contents thereof
(including the documents incorporated therein by reference), but are without
independent check or verification except as specified.
(k) You shall have received, on each of the date hereof and the Closing
Date, a letter dated the date hereof or the Closing Date, as the case may be, in
form and substance satisfactory to you, from Ernst & Young LLP, independent
public accountants with respect to the Company, and Deloitte & Touche LLP,
independent public accountants with respect to Commonwealth and Transnation,
containing the information and statements of the type ordinarily included in
accountants' "comfort letters" to Underwriters with respect to the financial
statements and certain financial information contained in or incorporated by
reference into the Registration Statement and the Prospectus.
(l) The Company shall have delivered to you the agreements specified in
Section 2 hereof which agreements shall be in full force and effect on the
Closing Date.
(m) The Shares shall have been duly listed, subject to notice of issuance,
on the NYSE.
(n) The NASD shall not have raised any objection with respect to the
fairness and reasonableness of the underwriting terms and arrangements.
(o) The Company shall not have failed on or prior to the Closing Date to
perform or comply with any of the agreements herein contained and required to be
performed or complied with by the Company on or prior to the Closing Date.
(p) On the Closing Date, the Stock Purchase Agreement shall be in full
force and effect, all conditions precedent to the consummation of the
Acquisition shall have been fulfilled (except to the extent any such conditions
have been waived with the prior consent of the Underwriters) and the Acquisition
shall have been consummated as described in the Prospectus, including the plan
of financing therefor. The Company shall have provided to you or your counsel
copies of all closing documents delivered to the parties in connection with the
closing of the Acquisition.
(q) On the Closing Date, the transactions contemplated under the headings
"The Acquisition" and "Use of Proceeds" shall have been duly authorized by the
Company, Commonwealth and Transnation; all of the necessary consents and
approvals to consummate such transactions shall have been obtained and shall be
in full force and effect; and there shall not be pending or threatened legal or
governmental proceedings with respect to any consents or approvals or the
transactions contemplated in the Prospectus under the headings "The Acquisition"
and "Use of Proceeds".
The several obligations of the Underwriters to purchase any Additional
Shares hereunder are subject to the delivery to you on the applicable Option
Closing Date of such documents as you may reasonably request with respect to the
good standing of the Company, the due authorization and issuance of such
Additional Shares and other matters related to the issuance of such Additional
Shares.
Section 9. Effectiveness of Agreement and Termination. This Agreement shall
become effective upon the execution and delivery of this Agreement by the
parties hereto.
This Agreement may be terminated at any time on or prior to the Closing
Date by you by written notice to the Company if any of the following has
occurred: (i) any outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in your judgment, is
material and adverse and, in your judgment, makes it impracticable to market the
Shares on the terms and in the manner contemplated in the Prospectus; (ii) the
suspension or material limitation of trading in securities or other instruments
on the New York Stock Exchange, the American Stock Exchange, the Chicago Board
of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade
or the Nasdaq National Market or limitation on prices for securities or other
instruments on any such exchange or the Nasdaq National Market; (iii) the
suspension of trading of any securities of the Company on
21
any exchange or in the over-the-counter market; (iv) the enactment, publication,
decree or other promulgation of any federal or state statute, regulation, rule
or order of any court or other governmental authority which in your opinion
materially and adversely affects, or will materially and adversely affect, the
business, prospects, financial condition or results of operations of the Company
and its subsidiaries, taken as a whole; (v) the declaration of a banking
moratorium by either federal or New York State authorities; or (vi) the taking
of any action by any federal, state or local government or agency in respect of
its monetary or fiscal affairs which in your opinion has a material adverse
effect on the financial markets in the United States.
If on the Closing Date or on an Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase the Firm
Shares or Additional Shares, as the case may be, which it has or they have
agreed to purchase hereunder on such date and the aggregate number of Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the total number of Firm Shares or Additional Shares, as the
case may be, to be purchased on such date by all Underwriters, each
non-defaulting Underwriter shall be obligated severally, in the proportion which
the number of Firm Shares set forth opposite its name in Schedule I bears to the
total number of Firm Shares which all the non-defaulting Underwriters have
agreed to purchase, or in such other proportion as you may specify, to purchase
the Firm Shares or Additional Shares, as the case may be, which such defaulting
-36- B3 320589.5 22190 00517 2/23/98 11:52 pm Underwriter or Underwriters agreed
but failed or refused to purchase on such date; provided that in no event shall
the number of Firm Shares or Additional Shares, as the case may be, which any
Underwriter has agreed to purchase pursuant to Section 2 hereof be increased
pursuant to this Section 9 by an amount in excess of one-ninth of such number of
Firm Shares or Additional Shares, as the case may be, without the written
consent of such Underwriter. If on the Closing Date any Underwriter or
Underwriters shall fail or refuse to purchase Firm Shares and the aggregate
number of Firm Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Firm Shares to be purchased by all
Underwriters and arrangements satisfactory to you and the Company for purchase
of such Firm Shares are not made within 48 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
Underwriter and the Company. In any such case which does not result in
termination of this Agreement, either you or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and the
Prospectus or any other documents or arrangements may be effected. If, on an
Option Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Additional Shares and the aggregate number of Additional Shares with
respect to which such default occurs is more than one-tenth of the aggregate
number of Additional Shares to be purchased on such date, the non-defaulting
Underwriters shall have the option to (i) terminate their obligation hereunder
to purchase such Additional Shares or (ii) purchase not less than the number of
Additional Shares that such non-defaulting Underwriters would have been
obligated to purchase on such date in the absence of such default. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of any such Underwriter under this
Agreement.
Section 10. Miscellaneous. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (i) if to the Company, to Lawyers Title
Corporation, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III, Esq. and (ii) if to any Underwriter or to you, to you
c/▇ ▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Syndicate Department, or in any case to such
other address as the person to be notified may have requested in writing.
The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company and the several Underwriters set
forth in or made pursuant to this Agreement shall remain operative and in full
force and effect, and will survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the officers or directors of any
Underwriter, any person controlling any Underwriter, the Company, the officers
or directors of the Company or any person controlling the Company, (ii)
acceptance of the Shares and payment for them hereunder, and (iii) termination
of this Agreement.
If for any reason the Shares are not delivered by or on behalf of the
Company as provided herein (other than as a result of any termination of this
Agreement pursuant to Section 9), the Company agrees to reimburse the several
Underwriters for all out-of-pocket expenses (including the fees and
disbursements of counsel) incurred by them. Notwithstanding any termination of
this Agreement, the Company shall be liable for all expenses which it has agreed
to pay pursuant to Section 5(i) hereof. The Company also agrees to reimburse the
several Underwriters, their directors and officers and any persons controlling
any of the Underwriters for any and all fees and expenses (including, without
limitation, the fees disbursements of counsel) incurred by them in connection
with enforcing their rights hereunder (including, without limitation, pursuant
to Section 7 hereof).
Except as otherwise provided, this Agreement has been and is made solely
for the benefit of and shall be binding upon the Company, the Underwriters, the
Underwriters' directors and officers, any controlling persons referred to
herein, the Company's
22
directors and the Company's officers who sign the Registration Statement and
their respective successors and assigns, all as and to the extent provided in
this Agreement, and no other person shall acquire or have any right under or by
virtue of this Agreement. The term "successors and assigns" shall not include a
purchaser of any of the Shares from any of the several Underwriters merely
because of such purchase.
This Agreement shall be governed and construed in accordance with the laws
of the State of New York.
This Agreement may be signed in various counterparts which together shall
constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.
Very truly yours,
LAWYERS TITLE CORPORATION
By:-------------------------------
Title:
▇▇▇▇▇▇▇▇▇, LUFKIN & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
▇▇▇▇▇▇ ▇▇▇▇
WHEAT FIRST SECURITIES, INC.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, INCORPORATED
Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto
By: ▇▇▇▇▇▇▇▇▇, LUFKIN & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
By:----------------------
23
SCHEDULE I
UNDERWRITERS NUMBER OF FIRM SHARES
TO BE PURCHASED
▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ Securities
Corporation
▇▇▇▇▇▇ ▇▇▇▇ LLC
Wheat First Securities, Inc.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Incorporated
[Names of other Underwriters]
Total
SCHEDULE II
PRINCIPAL SUBSIDIARIES OF LAWYERS TITLE CORPORATION
Lawyers Title Insurance Corporation
American Title Group, Inc.
Title Insurance Company of America
Oregon Title Insurance Company
Land Title Insurance Company
The Title Guarantee & Trust Company
Charter Title Company
Lawyers Title Company (f/n/a Continental Lawyers Title Co.)
SCHEDULE III
PRINCIPAL SUBSIDIARIES OF COMMONWEALTH LAND TITLE INSURANCE
COMPANY AND TRANSNATION TITLE INSURANCE COMPANY
Commonwealth Land Title Company
District-Realty Title Insurance Corporation
Industrial Valley Title Insurance Company
Commonwealth Land Title Insurance Company of New Jersey
Transnation Title Insurance Company of New York
