LANDAMERICA FINANCIAL GROUP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2004 • Landamerica Financial Group Inc • Title insurance • New York
LandAmerica Financial Group, Inc., a Virginia corporation (the “Company”), proposes to issue and sell (such issuance and sale, the “Initial Placement”) to the Initial Purchasers (as defined below), upon the terms set forth in a purchase agreement, dated May 5, 2004 (the “Purchase Agreement”), $125,000,000 aggregate principal amount of its 3.25% Convertible Senior Debentures due 2034 (the “Firm Securities”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $25,000,000 aggregate principal amount of the Company’s 3.25% Convertible Senior Debentures due 2034 (the “Additional Securities” and, collectively with the Firm Securities, the “Securities”). The Securities will be convertible into cash and shares of Common Stock (as defined below), at the conversion price set forth in the Offering Memorandum (as defined below), as the same may be adjusted from time to time pursuant to the Indenture (as defined below). As an inducement to you to
JPMorgan Chase Bank London EC4Y 0JP EnglandCall Option Transaction • August 5th, 2004 • Landamerica Financial Group Inc • Title insurance • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, London Branch ( “JPMorgan” ) and LandAmerica Financial Group, Inc.( “Counterparty” or the “Company” ) on 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 letter and serve as the final documentation for this Transaction.
JPMorgan Chase Bank London EC4Y 0JP EnglandWarrant Agreement • August 5th, 2004 • Landamerica Financial Group Inc • Title insurance • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Warrants issued by LandAmerica Financial Group, Inc. ( “Counterparty” or the “Company” ) to JPMorgan Chase Bank, London Branch (“JPMorgan” ) on 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 letter and serve as the final documentation for this Transaction.
