AND THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of March 18, 2013 5.00% Cash Convertible Senior Notes due 2020Indenture • March 18th, 2013 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • New York
INDENTURE dated as of March 18, 2013 between MEADOWBROOK INSURANCE GROUP, INC., a Michigan corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a banking corporation organized under the laws of the State of New York, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
To: Meadowbrook Insurance Group, Inc. 26255 American Drive Southfield, MI 48034 Attention: Chief Financial Officer Telephone No.: (248) 204-8178 Facsimile No.: (248) 358-1614Warrant Agreement • March 18th, 2013 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Meadowbrook Insurance Group, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
March 12, 2013Call Option Transaction • March 18th, 2013 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Meadowbrook Insurance Group, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
MEADOWBROOK INSURANCE GROUP, INC. $85,000,000 5.00% Cash Convertible Senior Notes due 2020 Purchase AgreementPurchase Agreement • March 18th, 2013 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 18th, 2013 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • Michigan
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 12, 2013 (this "Amendment"), is among MEADOWBROOK INSURANCE GROUP, INC., a Michigan corporation (the “Borrower”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A. and KEYBANK NATIONAL ASSOCIATION, as Syndication Agents.
To: Meadowbrook Insurance Group, Inc. 26255 American Drive Southfield, MI 48034 Attention: Chief Financial Officer Telephone No.: (248) 204-8178 Facsimile No.: (248) 358-1614 Re: Additional WarrantsWarrant Agreement • March 18th, 2013 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Meadowbrook Insurance Group, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
To: Meadowbrook Insurance Group, Inc. 26255 American Drive Southfield, MI 48034 Attention: Chief Financial Officer Telephone No.: (248) 204-8178 Facsimile No.: (248) 358-1614Call Option Transaction • March 18th, 2013 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • New York
This letter agreement (this “Amendment”) amends the terms and conditions of the transaction (the “Transaction”) evidenced by the letter agreement re: Call Option Transaction between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Meadowbrook Insurance Group, Inc. (“Counterparty”) dated as of March 12, 2013 (the “Confirmation”).
March 14, 2013Amendment to Call Option Transaction • March 18th, 2013 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • New York
This letter agreement (this “Amendment”) amends the terms and conditions of the transaction (the “Transaction”) evidenced by the letter agreement re: Call Option Transaction between Bank of America, N.A. (“Dealer”) and Meadowbrook Insurance Group, Inc. (“Counterparty”) dated as of March 12, 2013 (the “Confirmation”).
