EXHIBIT 9
STOCK PURCHASE AGREEMENT
BETWEEN
CENTRE REINSURANCE SERVICES (BERMUDA) LIMITED
AND
XXXXXXXXXX I, LLC
Dated as of March 27, 1997
TABLE OF CONTENTS
Page
DEFINITIONS: CERTAIN REFERENCES..............................................3
SALE AND PURCHASE OF THE SHARES..............................................3
REPRESENTATIONS AND WARRANTIES OF THE SELLER.................................3
Title to Shares...........................................................3
Agreements................................................................4
Corporate Existence and Power.............................................4
Power and Authority.......................................................4
No Contravention, Conflict, Breach, Etc...................................4
Consents..................................................................4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER..............................5
Purchase for Investment...................................................5
Restricted Securities.....................................................5
Existence and Power.......................................................5
Power and Authority.......................................................5
No Contravention, Conflict, Breach, Etc...................................5
Consents..................................................................6
COVENANTS OF THE PARTIES.....................................................6
Right of First Offer......................................................6
Voting of Shares..........................................................8
Registration Rights Agreement; Relationship Agreement.....................8
Pledge Agreement..........................................................9
Remedies Under the Stock Purchase Agreement...............................9
TERMINATION..................................................................9
MISCELLANEOUS...............................................................10
Notices..................................................................10
Survival.................................................................11
GOVERNING LAW............................................................11
Waiver...................................................................11
Severability.............................................................11
Headings; Interpretation Interpretation..................................12
Entire Agreement.........................................................12
Successors and Assigns...................................................12
Counterparts.............................................................12
1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of March 27, 1997, between
CENTRE REINSURANCE SERVICES (BERMUDA) LIMITED, a Bermuda corporation (the Seller
), and XXXXXXXXXX I, LLC, a Delaware limited liability company (the Purchaser ).
WHEREAS, the Seller desires to sell to the Purchaser, and the
Purchaser desires to purchase, an aggregate of 3,174,603 shares (the Shares ) of
the Common Stock, par value $.01 per share ( Common Stock ), of Provident
Companies, Inc. ( Provident ) for the consideration and upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the
respective representations, warranties, covenants, agreements and conditions
contained herein, the Seller and the Purchaser agree as follows:
1. DEFINITIONS: CERTAIN REFERENCES.
The terms defined in this Section 1, whenever used in this
Agreement, shall have the following meanings for all purposes of this Agreement:
"Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Affiliate" has the meaning set forth in Rule 12b-2 under the
Exchange Act.
"Agreement" means this Stock Purchase Agreement, as it may
hereafter be modified, supplemented or amended in accordance with its terms.
"Business Day" means any day excluding Saturday, Sunday and
any day which shall be in The City of New York, New York, a legal holiday or a
day on which banking institutions are authorized by law or other governmental
actions to close.
"Common Stock" has the meaning set forth in the second recital
of this Agreement.
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"Encumbrance" means any mortgage, pledge, lien, security
interest, restriction upon voting or transfer, claim or encumbrance of any kind.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"First Offer Notice" has the meaning set forth in Section
5.1(A).
"Governmental Authority" means the government of any nation or
state, or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.
"Law" means any law, treaty, rule or regulation of a
Governmental Authority or judgment, order, writ, injunction or determination of
an arbitrator or a court or other Governmental Authority.
"Loan Agreement" means the Credit Agreement, dated as of March
27, 1997, among the Purchaser and Bank of America N.T. & S.A., as agent (the
Agent ), and the other financial institutions party thereto (together with the
Agent, the Lenders ), as modified, supplemented or amended in accordance with
the terms thereof.
"Market Price," as of any date, means the closing price per
share of Common Stock for such date on the primary exchange, market or trading
system on which the Shares are traded.
"Material Adverse Effect" means a material adverse effect on
the assets, results of operations, business or condition (financial or
otherwise).
"Offered Shares" has the meaning set forth in Section 5.1(A).
"Option Expiration Time" has the meaning set forth in Section
5.1(B).
"Option Price" has the meaning set forth in Section 5.1(B).
"Person" means any individual, firm, corporation, partnership,
limited liability company or partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision
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thereof) or other entity of any kind, and shall include any successor (by merger
or otherwise) of such entity.
"Provident" has the meaning set forth in the second recital of
this Agreement.
"Purchaser" has the meaning set forth in the first recital of
this Agreement.
"Registration Rights Agreement" means the Amended and Restated
Registration Rights Agreement, entered into as of November 27, 1996 and dated as
of May 31, 1996, between Zurich and Provident, as further amended, supplemented
and modified from time to time in accordance with the terms thereof and Section
5.3(B).
"Relationship Agreement" means the Amended and Restated
Relationship Agreement, entered into as of November 27, 1996 and dated as of May
31, 1996, between Provident and Zurich, and as further amended, supplemented and
modified in accordance with the terms thereof and Section 5.3(B).
"Seller" has the meaning set forth in the first recital of
this Agreement.
"Shares" has the meaning set forth in the second recital of
this Agreement.
"Stock Purchase Agreement" means the Amended and Restated
Stock Purchase Agreement, entered into as of November 27, 1996 and dated as of
May 31, 1996, between Provident and Zurich, as further amended, supplemented or
modified in accordance with the terms thereof.
"Transfer" means, with respect to any Share, any sale,
assignment, transfer or disposition by gift or other means, including without
limitation, any distribution in liquidation or otherwise by a corporation,
partnership, limited liability company or similar entity.
"Zurich" means Zurich Insurance Company, a Swiss corporation.
2. SALE AND PURCHASE OF THE SHARES.
The Seller does hereby sell, convey, transfer, assign and
deliver to the Purchaser, and the Purchaser does hereby purchase, assume and
accept from the Seller, the Shares at a per Share purchase price of
$31.50000173, for an aggregate purchase price of $100,000,000.00 (the Purchase
Price ). Receipt of the Purchase Price and the Shares is hereby acknowledged by
the Seller and the Purchaser, respectively.
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3. REPRESENTATIONS AND WARRANTIES OF THE SELLER.
The Seller represents and warrants to the Purchaser that:
3.1. Title to Shares. Upon delivery of and payment for the
Shares as provided in Section 2, the Seller will convey to the Purchaser valid
and marketable title thereto, free and clear of any Encumbrance (other than (i)
pursuant to the Relationship Agreement, (ii) as set forth herein or contemplated
hereby and (iii) as imposed by the Act or similar state securities laws).
3.2. Agreements. Zurich has delivered true and correct copies
of the Stock Purchase Agreement, the Relationship Agreement and the Registration
Rights Agreement, in each case together with all amendments thereto as of the
date hereof, and each of such agreements is in full force and effect as of the
date hereof. Receipt of such agreements is hereby acknowledged by the Purchaser.
The Seller is an Affiliate of Zurich and has been designated by Zurich to
purchase shares of Common Stock of Provident pursuant to Section 1.1 of the
Stock Purchase Agreement.
3.3. Corporate Existence and Power. The Seller is a
corporation duly organized, validly existing and in good standing under the laws
of Bermuda.
3.4. Power and Authority. The Seller has the full corporate
power and authority to execute and deliver this Agreement. The Seller has the
full corporate power and authority to perform its obligations hereunder. This
Agreement has been duly executed and delivered by the Seller and is a valid and
binding obligation of the Seller, enforceable against the Seller in accordance
with its terms.
3.5. No Contravention, Conflict, Breach, Etc. The execution,
delivery and performance of this Agreement by the Seller and the consummation of
the transactions contemplated hereby will not conflict with, contravene or
result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any material agreement by which the Seller is bound,
which conflict, contravention, breach, violation or
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default would materially impair the ability of the Seller to consummate the
transactions contemplated hereby.
3.6. Consents. No consent, approval, authorization, order,
registration, filing or qualification of or with any (A) Governmental Authority
or (B) other Person is required to be made or obtained by the Seller or any of
its subsidiaries or Affiliates for the execution, delivery and performance by
the Seller of this Agreement and the consummation of the transactions
contemplated hereby, which if not obtained or made would materially impair the
ability of the Seller to consummate the transactions contemplated hereby, except
that Zurich will be required to file an amendment (the 13D Amendment ) to the
Schedule 13D of Zurich relating to its ownership of Common Stock pursuant to the
Exchange Act promptly after the Closing.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
The Purchaser severally represents and warrants to the Seller
that:
4.1. Purchase for Investment. The Shares are being acquired
for investment for the Purchaser s own account and not with a view to the resale
or distribution of any part thereof, except in compliance with the provisions of
the Act or an exemption therefrom.
4.2. Restricted Securities.
(A) The Purchaser understands that the Shares are
characterized as restricted securities under the federal securities laws
inasmuch as they are being acquired in a transaction or series of transactions
not involving a public offering and that under such laws and applicable
regulations the Shares may be resold without registration under the Act only in
certain limited circumstances.
(B) The Purchaser further agrees that each
certificate representing the Shares shall be stamped or otherwise imprinted with
a legend substantially in the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE (I) HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT
BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN
REGISTERED UNDER THAT
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ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE, AND (II)
ARE SUBJECT TO THE PROVISIONS OF THE RELATIONSHIP AGREEMENT,
COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES
OF PROVIDENT.
4.3. Existence and Power. The Purchaser is duly organized,
validly existing and in good standing under the laws of the State of Delaware.
The Purchaser has the limited liability power and authority to conduct its
business as currently conducted.
4.4. Power and Authority. The Purchaser has the full limited
liability company power and authority to execute and deliver this Agreement and
to perform its obligations hereunder. This Agreement has been duly executed and
delivered by the Purchaser and is a valid and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with its terms.
4.5. No Contravention, Conflict, Breach, Etc. The execution,
delivery and performance of this Agreement by the Purchaser and the consummation
of the transactions contemplated hereby will not conflict with, contravene or
result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any material agreement by which the Purchaser is
bound, which conflict, contravention, breach, violation or default would
materially impair the ability of the Purchaser to consummate the transactions
contemplated hereby.
4.6. Consents. No consent, approval, authorization, order,
registration, filing or qualification of or with any (A) Governmental Authority
or (B) other Person is required to be made or obtained by the Purchaser for the
execution, delivery and performance by the Purchaser of this Agreement and the
consummation of the transactions contemplated hereby, which if not obtained or
made would materially impair the ability of the Purchaser to consummate the
transactions contemplated hereby.
5. COVENANTS OF THE PARTIES.
5.1. Right of First Offer. The Purchaser covenants and agrees
that:
(A) If the Purchaser desires to Transfer any or all
of its Shares, the Purchaser shall first give written notice
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to the Seller (the First Offer Notice ), which First Offer Notice shall identify
the Shares proposed to be Transferred (the Offered Shares ), indicate if such
Offered Shares are being Transferred by the Agent or the Lenders and shall be
effective when delivered to the Seller in accordance with the provisions of
Section 7.1.
(B) During the twenty-six hours (considering only
those hours of a Business Day), immediately following the effective delivery of
the First Offer Notice (the Option Expiration Time ), the Seller (and/or such
Affiliates of the Seller as it may designate in writing to the Purchaser) shall
have the right, but not the obligation, to elect to purchase all of the Offered
Shares at a purchase price (the Option Price ) equal to the product of (i) the
Market Price as of the date of effective delivery of the First Offer Notice and
(ii) the number of Offered Shares, by delivery by the Seller of written notice,
prior to the Option Expiration Time, to the Purchaser; provided, however, that
if the First Offer Notice indicates that the Offered Shares are being
Transferred by the Agent or the Lenders then, unless such notice delivered by
the Seller (and/or any such Affiliate) contains the binding obligation of the
Seller to consummate the purchase of the Offered Shares no later than the third
Business Day following the date on which the Option Expiration Time occurs, the
Seller shall be deemed to have waived its right to purchase the Offered Shares
and; provided, further, however, that any First Offer Notice may be withdrawn by
the Purchaser prior to its receipt of such written notice by the Seller and the
provisions of this Section 5.1 shall again become effective and no Transfer of
such Offered Shares subject to this Section 5.1 may be made thereafter by the
Purchaser without again offering the same to the Seller in accordance with
Section 5.1(A). The failure of the Seller to respond prior to the Option
Expiration Time shall be deemed to be a waiver of its right to purchase the
Offered Shares; provided, that the First Offer Notice was delivered in
accordance with Section 5.1(A).
(C) If the Seller has not elected, or is deemed to
have waived its right, to purchase all of the Offered Shares prior to the Option
Expiration Time, the Purchaser shall have the right to Transfer such Offered
Shares to any buyer in a bona fide transaction consummated within 90 Business
Days following the date on which the Option Expiration Time occurs. If such
proposed Transfer of the Offered Shares to a buyer is not consummated within
such 90-Business Day period, then the restrictions provided for in this Section
5.1 shall again become effective, and no Transfer of such Offered Shares subject
to this Section 5.1 may be made thereafter by the Purchaser without again
offering the same to the Seller in accordance with Section 5.1(A) provided,
however, that no such reoffer shall be required if such
8
Offered Shares are being sold in a controlled selling program described by the
Purchaser in the applicable First Offer Notice, which description shall contain
the number of Offered Shares to be so sold and the anticipated timing of such
sales, and the Offered Shares remaining unsold after such 90-Business Day period
constitute less than 5% of the Shares.
(D) If the Seller (and/or any Affiliate designated
by the Seller pursuant to Section 5.1(B)) shall exercise its option pursuant to
Section 5.1(B), the Transfer of the Offered Shares to the Seller (and/or any
such Affiliate) resulting from the exercise of such option shall take place no
later than the third Business Day following the later of (i) the date on which
the Option Expiration Time occurs and (ii) the receipt by the Seller of all
required consents and approvals, which the Seller (and/or any such Affiliate)
shall use its commercially reasonable best efforts to obtain in a timely manner
and which shall in no event occur no later than on the sixtieth day following
the date on which the First Offer Notice was given; provided, however, that if
the notice delivered by Seller in accordance with Section 5.1(B) contains the
binding obligation of the Seller to consummate the purchase of the Offered
Shares no later than the third Business Day following the date on which the
Option Expiration occurs, such purchase shall take place within the period
described in clause (i) above. If the closing of any Transfer of Offered Shares
occurs after the third Business Day following the date on which the Option
Expiration Time occurs (the Interest Accrual Date ), interest will accrue on the
Option Price at the 3-month U.S. Treasury rate during the period commencing on
the Interest Accrual Date and ending on the date on which such closing occurs.
On such closing date, the Purchaser shall execute and deliver instruments, in
form and substance reasonably satisfactory to the Seller, assigning all of its
right, title and interest in the Offered Shares to the Seller (and/or any such
Affiliate), against payment therefor, free and clear of all Encumbrances, other
than restrictions imposed pursuant to this Agreement, the Relationship Agreement
and applicable Federal and state securities laws. If the Seller shall designate
an Affiliate to purchase the Offered Shares as contemplated by this Section 5.1,
such designation shall not relieve the Seller of its obligations under this
Section 5.1
5.2. Voting of Shares. With respect to any Share and until
such time as the provisions of Section 2.4 of the Relationship Agreement are no
longer applicable to any such Share, the Purchaser hereby irrevocably appoints
Zurich its proxy to represent and vote each such Share held of record by the
Purchaser on the record date for determining the stockholders of Provident
eligible to vote on the matter at issue, for and in the name, place and stead of
the
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Purchaser, at all regular, special or other meetings of the holders of the
Common Stock, and at any adjournment of such meetings, held during the time this
proxy is in effect, and to act by consent in lieu of a meeting, or otherwise,
with respect to the Shares held of record by the Purchaser on the date such
consent is to be given, or such other action taken, at all times this proxy is
in effect. Zurich shall be entitled to so vote or act with respect to each such
Share in its sole discretion and neither Zurich nor any of its subsidiaries or
Affiliates shall have any liability to the Purchaser for damages or liabilities
incurred or sustained by the Purchaser as a result of, or in connection with,
any such vote or action or the outcome thereof. It is hereby expressly
acknowledged that upon the Transfer of any Shares by the Purchaser to a
non-Affiliate of the Purchaser, the proxy described in the second preceding
sentence shall without any action or writing of any kind required immediately
cease to be in effect, and shall be of no further force, in each case only with
respect to such Transferred Shares provided, that such Transfer complies with
Section 2.4(g) of the Relationship Agreement.
5.3. Registration Rights Agreement; Relationship Agreement.
(A) The Seller agrees for itself and each of its
subsidiaries and Affiliates (i) that the Purchaser shall have the sole right
(together with any subsequent assignees of such right or portion thereof) to
request one of the three registrations described in Section 2(a)(i)(y) of the
Registration Rights Agreement for so long as the Purchaser and any of such
assignees are, in the aggregate, Holders of more than 10% of the then
outstanding Registrable Securities and (ii) to cause any transferee of the
Seller's Registrable Securities to be bound by the agreement contained in clause
(i) of this Section 5.3(A).
(B) So long as the Purchaser, the Agent or any
Lender holds any Registrable Securities, the Seller agrees that neither the
Seller nor any of its subsidiaries or Affiliates shall amend the Registration
Rights Agreement or Section 2.4 of the Relationship Agreement in a manner
adverse to the Purchaser, the Agent or the Lenders without the prior written
consent of the Purchaser and the Agent, which consent shall not be unreasonably
withheld.
(C) Simultaneously with the execution hereof, the
Purchaser shall execute and deliver to Provident a letter with respect to the
Relationship Agreement substantially in the form attached hereto as Exhibit A.
10
5.4. Pledge Agreement. The Purchaser agrees not to amend
Sections 2.5 and 7.1 of the Pledge Agreement (as defined in the Loan Agreement)
in a manner adverse to the Seller without the prior written consent of the
Seller (which consent shall not be unreasonably withheld).
5.5. Remedies Under the Stock Purchase Agreement. In the event
that (i) the Seller or any of its subsidiaries or Affiliates recover any amount
in respect of a claim by it (a "Seller Claim") (x) resulting from or arising out
of a breach by Provident of any of its representations, warranties, covenants or
agreements contained in the Stock Purchase Agreement, the Registration Rights
Agreement or the Relationship Agreement or (y) under the provisions of Section
6.1(b) of the Stock Purchase Agreement and (ii) the Purchaser or its Affiliates
or any of their respective partners, members, shareholders, officers or
directors (each, a "Purchaser Party") has a Claim (as defined in the Stock
Purchase Agreement) relating to or arising from the event, state of facts or
circumstance that formed the basis of or gave rise to the Seller Claim, the
Seller and such subsidiaries and Affiliates shall pay over to the Purchaser the
lesser of (A) one- third of the amount actually received by the Seller in
respect of the Seller Claim and (B) the amount of the Purchaser Parties' Claims
relating to or arising out of the event, state of facts or circumstance that
formed the basis of or gave rise to the Seller Claim. Nothing in this Section
5.5 or elsewhere in this Agreement shall be deemed to (i) give any Purchaser
Party or any other Person any right to make a claim under or in respect of the
Stock Purchase Agreement, the Registration Rights Agreement or the Relationship
Agreement, which claim such Purchaser Party would not otherwise have the right
to make, or (ii) require the Seller or any of its subsidiaries or Affiliates to
pursue any remedies under the Stock Purchase Agreement, the Registration Rights
Agreement or the Relationship Agreement.
6. TERMINATION.
This Agreement shall terminate upon the written agreement of
the parties hereto.
7. MISCELLANEOUS.
7.1. Notices. All notices or other communications given or
made hereunder shall be validly given or made if in writing and delivered by
facsimile transmission or in person at, mailed by registered or certified mail,
return receipt requested, postage prepaid, or sent by a reputable overnight
courier to, the following addresses (except
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for notices required to be delivered pursuant to Section 5.1, which notices
shall be delivered by hand to the Seller or the Purchaser, as the case may be,
at its New York City address) and shall be deemed effective at the time of
receipt thereof (except for notices required to be delivered pursuant to Section
5.1, which notices shall be deemed effective at the time of their delivery in
accordance with this sentence).
If to the Seller:
c/o Zurich Insurance Company
Xxxxxxxxxx 0
X.X. Xxx Xx. 8022
Zurich, Switzerland
Attention: General Counsel
Fax No.: 000-000-000-0000
With copies to (the following being the Seller's New York City
address):
Zurich Centre Resource Limited
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Fax No.: (000) 000-0000
and
Xxxxxxx Xxxx & Xxxxxxxxx
One Citicorp Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx Xxxxxxxx, Esq.
Fax No.: (000) 000-0000
12
If to the Purchaser:
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxx
Fax No.: (000) 000-0000
with copies to (the following being the Purchaser's New York City address):
c/o Insurance Partners Advisors, L.P.
One Chase Xxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Spass
Fax No.: (000) 000-0000
and
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx Xxxxx, Esq.
Fax No.: (000) 000-0000
or to such other address as the party to whom notice is to be given may have
previously furnished notice in writing to the other in the manner set forth
above.
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7.2. Survival. All representations, warranties, covenants and
agreements contained herein shall survive the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby.
7.3. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO
AGREEMENTS MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.
7.4. Waiver. The failure at any time to require performance of
any provision hereof shall in no way affect the full right to require such
performance at any time thereafter (unless performance thereof has been waived
in accordance with the terms hereof for all purposes and at all times by the
parties to whom the benefit of such performance is to be rendered). The waiver
by any party to this Agreement of a breach of any provision hereof shall not be
taken or held to be a waiver of any succeeding breach of such provision of any
other provision or as a waiver of the provision itself.
7.5. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, each of the Seller and the Purchaser directs
that such court interpret and apply the remainder of this Agreement in the
manner that it determines most closely effectuates their intent in entering into
this Agreement, and in doing so particularly take into account the relative
importance of the term, provision, covenant or restriction being held invalid,
void or unenforceable.
7.6. Headings; Interpretation Interpretation;. The index and
section headings herein are for convenience only and shall not affect the
construction hereof. References to sections means sections of this Agreement
unless the context otherwise requires. References to herein or hereof mean this
Agreement.
7.7. Entire Agreement. This Agreement embodies the entire
agreement between the parties relating to the subject matter hereof.
7.8. Successors and Assigns. All covenants and agreements
contained in this Agreement by or on behalf of the parties hereto shall bind,
and inure to the benefit of, the respective successors and assigns of the
parties hereto; provided, however, that the rights and obligations of either
party hereto may not be assigned
14
without the prior written consent of the other parties; provided, further,
however, that the Purchaser shall be deemed to have assigned its rights and
obligations hereunder to the Agent or the Lenders to the extent Shares are
Transferred to such Person in the manner required by the Loan Agreement or the
documents entered into in connection therewith.
7.9. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and both of which
together shall be deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
CENTRE REINSURANCE SERVICES
(BERMUDA) LIMITED
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
XXXXXXXXXX I, LLC
By:/s/ Xxxxxx X. Spass
Name: Xxxxxx X. Spass
Title: President
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As a material inducement to Xxxxxxxxxx I, LLC (the
"Purchaser") to enter into the Stock Purchase Agreement (the "Agreement") dated
as of March 27, 1997, between the Purchaser and Centre Reinsurance Services
(Bermuda) Limited, a subsidiary of the undersigned (the "Seller"), and in
consideration of the voting agreement contained in Section 5.2 of the Agreement,
the undersigned hereby (i) acknowledges and agrees that the Purchaser shall have
the rights set forth in Section 5.3(A) of the Agreement, (ii) agrees to comply
with the provisions of Sections 5.3(A), 5.3(B) and 5.5 of the Agreement in its
capacity as an affiliate of the Seller and (iii) agrees to cause its
subsidiaries and affiliates, including the Seller, to perform the obligations
set forth in, and comply with the provisions of, Sections 5.3(A), 5.3(B) and 5.5
of the Agreement.
ZURICH INSURANCE COMPANY
By:/s/ X. Xxxxxxxx /s/ X. Xxxxxxx
Name: X. Xxxxxxxx X. Xxxxxxx
Title: Member of the Office of the Chairman
Corporate
Executive Board
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As a material inducement to Xxxxxxxxxx I, LLC (the
"Purchaser") to enter into the Stock Purchase Agreement (the "Agreement") dated
as of March 27, 1997, between the Purchaser and Centre Reinsurance Services
(Bermuda) Limited, an affiliate of the undersigned (the "Seller"), the
undersigned hereby agrees to cause its subsidiaries and affiliates, including
the Seller, to perform the obligations set forth in, and comply with the
provisions of, Section 5.1 of the Agreement.
ZURICH CENTRE INVESTMENTS LIMITED
By:/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President
1
EXHIBIT A
XXXXXXXXXX I, LLC
00 Xxxxx Xxxxxx
P.O. Box HM 1179
Xxxxxxxx, XX EX, Bermuda
Dated as of ________ __, 1997
Provident Companies, Inc.
0 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Chief Financial Officer
Re: Relationship Agreement
Ladies and Gentlemen:
Reference is made to the Amended and Restated Relationship
Agreement, entered into as of November 27, 1996 and dated as of May 31, 1996
(the "Relationship Agreement"), between Provident Companies, Inc. and Zurich
Insurance Company. Capitalized terms used herein shall have the respective
meanings ascribed to such terms in the Relationship Agreement.
Xxxxxxxxxx I, LLC is an "IP Entity". For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Xxxxxxxxxx I, LLC hereby assumes the obligations and restrictions contained in
Section 2.4 of the Relationship Agreement pertaining to the Investor, except to
the extent such obligations and restrictions are therein modified in their
application to IP Entities.
THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
THE CONFLICTS OF LAW PRINCIPLES THEREOF.
2
This letter agreement may be signed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same
instrument.
Very truly yours,
XXXXXXXXXX I, LLC
By: Insurance Partners, L.P.,
a managing member
By: Insurance GenPar, L.P., its general partner
By: Insurance GenPar MGP, L.P., its general partner
By: Insurance GenPar MGP, Inc., its general partner
By:
Name:
Title:
By: Insurance Partners Offshore (Bermuda), L.P., a managing member
By: Insurance GenPar (Bermuda), L.P., its general partner
By: Insurance GenPar (Bermuda) MGP, L.P., its general partner
By: Insurance GenPar (Bermuda) MGP, Ltd., its general partner
By:
Name:
Title:
cc: F. Xxxx Xxxxxxxx
Xxxxxx & Bird
