UNUMPROVIDENT CORPORATION, BNY MIDWEST TRUST COMPANY, as Collateral Agent, Custodial Agent and Securities Intermediary AND JPMORGAN CHASE BANK, as Purchase Contract Agent PLEDGE AGREEMENT Dated as of May 11, 2004Pledge Agreement • May 14th, 2004 • Unumprovident Corp • Accident & health insurance • New York
UNUMPROVIDENT CORPORATION AND JPMORGAN CHASE BANK, AS PURCHASE CONTRACT AGENT PURCHASE CONTRACT AGREEMENT Dated as of May 11, 2004Purchase Contract Agreement • May 14th, 2004 • Unumprovident Corp • Accident & health insurance • New York
PURCHASE CONTRACT AGREEMENT, dated as of May 11, 2004, between UnumProvident Corporation, a Delaware corporation (the “Company”), and JPMorgan Chase Bank, a New York banking corporation, acting as purchase contract agent and attorney-in-fact for the Holders of Units from time to time (the “Agent”).
Subscription Agreement Dated as of May 6, 2004Subscription Agreement • May 14th, 2004 • Unumprovident Corp • Accident & health insurance • New York
Each Unit has a stated amount of $25 and will initially consist of (i) a contract (a “Purchase Contract”) pursuant to which the holder agrees to purchase, for $25, a number of shares of common stock, par value $0.10, of the Company (“Common Stock”) on May 15, 2007 and (ii) a 1/40th, or 2.5%, ownership interest in a senior note of the Company with a principal amount of $1,000 (a “Senior Note”). The Purchase Contracts will be issued pursuant to a purchase contract agreement, to be dated as of May 11, 2004 (the “Purchase Contract Agreement”), with JPMorgan Chase Bank, as purchase contract agent. The Senior Notes will be issued pursuant to the Indenture dated as of March 9, 2001 between the Company and JPMorgan Chase Bank (fka The Chase Manhattan Bank), as trustee, as amended (the “Base Indenture”), and the Supplemental Indenture thereto to be dated as of May 11, 2004 (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). In connection with the issuance of t
UnumProvident Corporation 12,000,000 8.25% Adjustable Conversion-Rate Equity Security Units Registration Rights AgreementRegistration Rights Agreement • May 14th, 2004 • Unumprovident Corp • Accident & health insurance • New York
UnumProvident Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Subscribers (as defined herein) upon the terms set forth in the Subscription Agreement (as defined herein) an aggregate of 12,000,000 8.25% Adjustable Conversion-Rate Equity Security Units of the Company. As an inducement to the Subscribers to enter into the Subscription Agreement and in satisfaction of a condition to the obligations of the Subscribers thereunder, the Company agrees with the Subscribers for the benefit of the Subscribers holding Registrable Securities (as defined herein) as follows:
