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Preview Full Doc	2006	Administrative Services Agreement Administrative Services Agreement (31K) Doc #1728529: Click preview link for longer preview. ADMINISTRATIVE SERVICES AGREEMENT THIS AGREEMENT is made as of the 1st day of January, 2006 among (1) ALLIED WORLD ASSURANCE COMPANY, LTD, a company organized under the laws of Bermuda (the "Operating Company"), (2) ALLIED WORLD ASSURANCE HOLDINGS, LTD, a company organized under the laws of Bermuda (the "Holding Company"), which owns all the issued shares of the Operating Company, (3) ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD, a company organized under the laws of Bermuda ("AWAH IRE"), and (4) AMERICAN INTERNATIONAL . . . 1728529	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Administrative Services Agreement: American International Group, Inc – whole or any part of the undertaking, property or assets of AICL; (vii) an order is made or a resolution is passed for the winding-up of AICL; or (viii) American International Group, Inc . ceases to own, directly or indirectly, interests representing more than 50% of the voting interests in AICL (any of the foregoing (i) - (viii) of this paragraph (a), "Company Cause"). ( _____________ American International Group, Inc – Agreement, the restrictions upon use and disclosure of information under this Section 7 shall not apply to any information developed by, and/or provided to the Companies or AICL by, American International Group, Inc . (to the extent that American International Group, Inc. is not subject to any confidentiality obligation to the Companies with respect thereto) or any of its affiliates (to the same _____________ American International Group, Inc – information under this Section 7 shall not apply to any information developed by, and/or provided to the Companies or AICL by, American International Group, Inc. (to the extent that American International Group, Inc . is not subject to any confidentiality obligation to the Companies with respect thereto) or any of its affiliates (to the same extent) other than information generated by AICL in _____________ dt 1483354 ;	Allied World Assurance Holdings Allied World Assurance Holdings Ltd ( Property & Casualty Insurance )
Preview Full Doc	2006	Administrative Services Agreement Administrative Services Agreement (37K) Doc #2491159: Click preview link for longer preview. ADMINISTRATIVE SERVICES AGREEMENT (AMENDED AND RESTATED) THIS AGREEMENT is made as of the 1st day of July, 2006 among IPCRE, LIMITED, a company organized under the laws of Bermuda (the "Company"), IPC HOLDINGS, LTD., a company organized under the laws of Bermuda (the "Parent") which owns all the issued and outstanding shares of the Company, and AMERICAN INTERNATIONAL COMPANY, LIMITED, a company organized under the laws of Bermuda ("AICL"). WITNESSETH WHEREAS, . . . 2491159	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Administrative Services Agreement: American International Group, Inc – Agreement, the restrictions upon use and disclosure of information under this Section 6 shall not apply to any information developed by, and/or provided to the Companies or AICL by, American International Group, Inc . (to the extent that American International Group, Inc. is not subject to any confidentiality obligation to the Companies with respect thereto) or any of its affiliates (to the same _____________ American International Group, Inc – information under this Section 6 shall not apply to any information developed by, and/or provided to the Companies or AICL by, American International Group, Inc. (to the extent that American International Group, Inc . is not subject to any confidentiality obligation to the Companies with respect thereto) or any of its affiliates (to the same extent) other than information generated by AICL in _____________ American International Group, Inc – contained herein or elsewhere in this Agreement shall preclude AICL from assigning any or all of its right, powers and obligations under this Agreement to any wholly-owned subsidiary of American International Group, Inc . 14. GOVERNING LAW; SUBMISSION TO JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of Bermuda, without reference to the principles of conflicts of _____________ dt 1617150 ; Information Information Architects Corp. ( Software & Programming ) ;	IPC Holdings IPC Holdings, Ltd. ( Property & Casualty Insurance ) As referenced in this Administrative Services Agreement: IPC HOLDINGS, LTD – SERVICES AGREEMENT (AMENDED AND RESTATED) THIS AGREEMENT is made as of the 1st day of July, 2006 among IPCRE, LIMITED, a company organized under the laws of Bermuda (the "Company"), IPC HOLDINGS, LTD ., a company organized under the laws of Bermuda (the "Parent") which owns all the issued and outstanding shares of the Company, and AMERICAN INTERNATIONAL COMPANY, LIMITED, a company organized _____________ IPC HOLDINGS, LTD – hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in Pembroke, Bermuda, on the date first written above. IPCRE, LIMITED By: /s/ James P. Bryce ------------------------------------ IPC HOLDINGS, LTD . By: /s/ James P. Bryce ------------------------------------ AMERICAN INTERNATIONAL COMPANY, LIMITED By: /s/ S. George Cubbon ------------------------------------ 13 {PAGE} SCHEDULE 1 IT SERVICES PART A NETWORK ADMINISTRATION & PERFORMANCE MANAGEMENT - Maintain / troubleshoot network _____________ IPC HOLDINGS, LTD – above Orientation Summer student recruitment MISC Disciplinary process Compliance with government regulations Assist with maintenance of calling tree Maintenance of employee handbook Manage the Probationary Period process SIGNATURE PAGE TO IPC HOLDINGS, LTD . CREDIT AGREEMENT {/TEXT} {/DOCUMENT} _____________ dt 1622302
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (198K) Doc #348953: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER DATED NOVEMBER 13, 2000 AMONG ENHANCE FINANCIAL SERVICES GROUP INC. GOLD ACQUISITION CORPORATION AND RADIAN GROUP INC. {PAGE} TABLE OF CONTENTS Page ---- ARTICLE I MERGER OF ACQUISITION AND THE COMPANY.........................2 1.1 The Merger.......................................................2 1.2 Certificate of Incorporation.....................................3 1.3 By-Laws..........................................................3 1.4 Directors........................................................3 1.5 Officers.........................................................3 1.6 Stock of the Company.............................................3 1.7 Stock of Sub.....................................................5 1.8 Distributions with Regard to Company Stock.......................5 1.9 Options and Warrants.............................................8 1.10 Adjustment of Exchange Ratio.....................................9 ARTICLE II EFFECTIVE TIME OF MERGER......................................9 2.1 Date of the Merger...............................................9 2.2 Execution of Certificate of Merger...............................9 2.3 Effective Time of the Merger....................................10 ARTICLE III REPRESENTATIONS AND WARRANTIES...............................10 3.1 Representations and Warranties of the Company...................10 3.2 Representations and Warranties of Parent and Sub................38 3.3 Termination of Representations and Warranties...................44 ARTICLE IV ACTIONS PRIOR TO THE MERGER..................................45 4.1 Company's Activities Until Effective Time.......................45 4.2 Parent's Activities Until Effective Time........................50 4.3 HSR Act Filings.................................................51 4.4 Licenses and Permits............................................52 4.5 Registration Statement, Proxy Statements and Shareholders Meetings........................................................52 4.6 No Solicitation of Offers; Notice of Proposals from Others......56 4.7 Appropriate Action; Consents....................................57 4.8 Cooperation.....................................................58 4.9 Company Affiliates; Reorganization..............................59 4.10 Takeover Statutes...............................................59 4.11 Certain Contracts...............................................60 4.12 C-BASS..........................................................61 4.13 Benefits........................................................62 4.14 Support Agreements..............................................62 ARTICLE V CONDITIONS PRECEDENT TO MERGER...............................62 5.1 Conditions to the Company's Obligations.........................62 5.2 Conditions to Parent's and Sub's Obligations....................64 ARTICLE VI TERMINATION..................................................67 {PAGE} 6.1 Right to Terminate..............................................67 6.2 Manner of Terminating Agreement.................................72 6.3 Effect of Termination...........................................72 ARTICLE VII ABSENCE OF BROKERS...........................................72 7.1 Representations and Warranties Regarding Brokers and Others.....72 ARTICLE VIII OTHER AGREEMENTS.............................................73 8.1 Payment to Parent...............................................73 8.2 Indemnification for Prior Acts..................................75 8.3 Beneficiaries...................................................76 ARTICLE IX GENERAL......................................................76 9.1 Expenses........................................................76 9.2 Access to Properties, Books and Records.........................76 9.3 Press Releases..................................................77 9.4 Entire Agreement................................................77 9.5 Effect of Disclosures...........................................77 9.6 Captions; Definitions...........................................78 9.7 Prohibition Against Assignment; Benefit.........................78 9.8 Notices and Other Communications................................78 9.9 Governing Law...................................................79 9.10 Amendments......................................................79 9.11 Counterparts....................................................79 EXHIBITS Exhibit 4.9-A Affiliate Letter Exhibit 4.14-A Shareholders Support Agreement -ii- {PAGE} AGREEMENT AND PLAN OF MERGER This is an Agreement and Plan of Merger (this "Agreement") dated November 13, 2000, among ENHANCE FINANCIAL SERVICES GROUP INC. (the "Company"), a New York corporation, RADIAN GROUP INC. ("Parent"), a Delaware corporation, and GOLD Acquisition Corporation ("Sub"), a New York corporation and wholly owned subsidiary of Parent. RECITALS WHEREAS, the respective Boards of Directors of Parent, Sub and the Company have approved the merger of Sub with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the New York Business Corporation Law (the "NYBCL"), whereby the issued and outstanding shares of Company Common Stock (as defined herein), other than shares to be canceled in accordance with Section 1.6(b), will be converted into the right to receive the Merger Consideration (as defined herein); WHEREAS, as an inducement to Parent to enter into this Agreement, certain significant shareholders of the Company are entering into an agreement with Parent (the "Shareholders Support Agreement") pursuant to which each significant shareholder has, among other things, agreed to vote such significant shareholder's shares of Company Common Stock in favor of the Merger; WHEREAS, Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and also to prescribe various conditions to the Merger; and WHEREAS, for Federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). {PAGE} NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I MERGER OF ACQUISITION AND THE COMPANY 1.1 THE MERGER. (a) Subject to the terms and conditions set forth in this Agreement, at the Effective Time (as defined herein) pursuant to the Merger, Sub will be merged into the Company, which will be the surviving corporation of the Merger (the "Surviving Corporation"). Except as specifically provided in this Agreement, at the Effective Time, (i) the real and personal property, other assets, rights, privileges, immunities, powers, purposes and franchises of the Company will continue unaffected and unimpaired by the Merger, (ii) the separate existence of Sub will terminate, and Sub's real and personal property, other assets, rights, privileges, immunities, powers, purposes and franchises will be merged into the Surviving Corporation, and (iii) the Merger will have the other effects specified in Section 906 of the NYBCL. (b) Notwithstanding Section 1.1(a), Parent may elect to modify the structure of the transactions contemplated by this Agreement, including, without limitation, to provide for the merger of the Company directly with and into Parent, so long as (i) there are no adverse tax or other consequences to the holders of Company Common Stock as a result of such modification, (ii) the consideration to be paid to the holders of Company Common Stock under this Agreement is not thereby changed or reduced in form or amount, and (iii) such modification will not materially delay or jeopardize receipt of any required regulatory approvals or otherwise delay or jeopardize the closing of the transactions contemplated hereby. In the event that Parent determines to do the foregoing, the parties hereto agree to modify this Agreement and any -2- {PAGE} exhibits, annexes or schedules hereto to reflect such revised terms. In any such event, Parent shall prepare appropriate amendments to this Agreement and any such exhibits, annexes or schedules for execution by the parties hereto. The Company agrees to cooperate fully with Parent to effect such amendments. 1.2 CERTIFICATE OF INCORPORATION. From the Effective Time until subsequently amended, the Certificate of Incorporation of Sub immediately before the Effective Time will be the Certificate of Incorporation of the Surviving Corporation, except that it will provide that the name of the Surviving Corporation will be "Enhance Financial Services Group Inc.," and that Certificate of Incorporation, separate and apart from this Agreement, may be certified as the Certificate of Incorporation of the Surviving Corporation. 1.3 BY-LAWS. From the Effective Time until subsequently amended, the By-Laws of Sub immediately before the Effective Time will be the By-Laws of the Surviving Corporation. 1.4 DIRECTORS. The directors of Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation after the Effective Time and will hold office in accordance with the By-Laws of the Surviving Corporation. 1.5 OFFICERS. The officers of the Company immediately before the Effective Time will be the officers of the Surviving Corporation after the Effective Time and will hold office until successors are duly elected or appointed and qualified in accordance with applicable law. 1.6 STOCK OF THE COMPANY. (a) Except as provided in Sections 1.6(b) and (c), at the Effective Time, each share of common stock of the Company, par value $.10 per share, ("Company Common Stock"), that is outstanding immediately before the Effective Time will be converted into and become the right to receive 0.22 (as adjusted pursuant to the immediately succeeding sentence) (the "Exchange Ratio") of a share of common stock, par value $.001 per -3- {PAGE} share, of Parent (such shares, together with the associated rights (the "Parent Shareholder Rights") pursuant to the Amended and Restated Shareholder Rights Agreement, dated as of January 19, 1999, by and between CMAC Investment Corporation (predecessor to Parent) and the Bank of New York, as Rights Agent thereunder, the "Parent Common Stock"), together with any associated Parent Shareholder Rights. If the Singer September 30 Net Worth (as defined herein) shall be less than $36 million, then the Exchange Ratio shall be reduced to equal 0.22 minus the quotient (rounded to the nearest four decimal places) obtained by dividing (1) the quotient obtained by dividing (a) the difference between $36 million and the Singer September 30 Net Worth by (b) 38,500,000, by (2) the Starting Price (as defined herein). (b) Each share of Company Common Stock held in the treasury of the Company, or by any direct or indirect wholly owned subsidiary of the Company, immediately before the Effective Time will, at the Effective Time, be cancelled and cease to exist, and no consideration will be paid with respect to any of those shares of Company Common Stock. (c) No fractional shares of Parent Common Stock will be issued as a result of the Merger. Any holder of Company Common Stock that, but for this Section 1.6, would be entitled to receive a fraction of a share of Parent Common Stock as a result of the Merger will, at the Effective Time, have the right to receive, instead of that fraction of a share and without interest, cash equal to the Market Value of a share of Parent Common Stock on the Merger Date (as defined herein) times the fraction. As used herein, the "Market Value" of a share of Parent Common Stock on a day means the average of the Last Sale Price of a share of Parent Common Stock on each of the twenty New York Stock Exchange trading days ending on, and including, that day. As used herein, the "Last Sale Price" of a share of Parent Common Stock on a day -4- {PAGE} given will be the last sale price of a share of Parent Common Stock reported on the New York Stock Exchange consolidated tape prior to 4:00 p.m. New York City 348953	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: American International Group, Inc – the Index Group, and the weights redistributed proportionately for purposes of determining the Index Price. The 20 insurance companies and the weights attributed to them are as follows: COMPANY WEIGHTING ------- --------- American International Group, Inc . 5% Fannie Mae 5% Freddie Mac 5% Allstate Corporation 5% Hartford Financial Services Group, Inc. 5% Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace _____________ American International Group, Inc – such agreement shall be made or such transaction consummated with, or (y) in the case of clause (ii) above, an Acquisition Proposal shall be made by, one or more of American International Group, Inc ., MGIC Investment Corporation, PMI Group Inc., Old Republic International Corporation or General Electric Company or any of their affiliates. Such payment shall be made (A) in the case of _____________ dt 733843 ; Ambac Financial Ambac Financial Group, Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: Ambac Financial Group, Inc – Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace Limited 5% CNA Financial Corporation 5% MBIA Inc. 5% MGIC Investment Corporation 5% Cincinnati Financial Corporation 5% Ambac Financial Group, Inc . 5% Countrywide Credit Industries, Inc. 5% PMI Group Inc. 5% Old Republic International Corporation 5% W.R. Berkley Corporation 5% Ohio Casualty Corporation 5% Triad Guaranty Inc. 5% ------ 100% " _____________ dt 734078 ; Hartford Hartford Financial Services Group Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: Hartford Financial Services Group, Inc – Price. The 20 insurance companies and the weights attributed to them are as follows: COMPANY WEIGHTING ------- --------- American International Group, Inc. 5% Fannie Mae 5% Freddie Mac 5% Allstate Corporation 5% Hartford Financial Services Group, Inc . 5% Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace Limited 5% CNA Financial Corporation 5% MBIA Inc. 5% MGIC Investment Corporation 5% Cincinnati Financial _____________ dt 752936 ;	MBIA MBIA Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: MBIA Inc – percent or more of the consolidated gross premiums written by the Company and the insurance subsidiaries of the Company for the year ended December 31, 1999. Except for each of MBIA Inc . and its affiliates ("MBIA"), FGIC (as defined herein) and Connie Lee Insurance Company, in each case as disclosed in Exhibit 3.1-S(3)(B), no ceding company has _____________ MBIA Inc – Mac 5% Allstate Corporation 5% Hartford Financial Services Group, Inc. 5% Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace Limited 5% CNA Financial Corporation 5% MBIA Inc . 5% MGIC Investment Corporation 5% Cincinnati Financial Corporation 5% Ambac Financial Group, Inc. 5% Countrywide Credit Industries, Inc. 5% PMI Group Inc. 5% Old Republic International Corporation 5% W. _____________ dt 746040 ; PMI Group, Inc. PMI Group, Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: PMI Group Inc – Ltd 5% Ace Limited 5% CNA Financial Corporation 5% MBIA Inc. 5% MGIC Investment Corporation 5% Cincinnati Financial Corporation 5% Ambac Financial Group, Inc. 5% Countrywide Credit Industries, Inc. 5% PMI Group Inc . 5% Old Republic International Corporation 5% W.R. Berkley Corporation 5% Ohio Casualty Corporation 5% Triad Guaranty Inc. 5% ------ 100% "Index Price" on a given date means the weighted _____________ PMI Group Inc – transaction consummated with, or (y) in the case of clause (ii) above, an Acquisition Proposal shall be made by, one or more of American International Group, Inc., MGIC Investment Corporation, PMI Group Inc ., Old Republic International Corporation or General Electric Company or any of their affiliates. Such payment shall be made (A) in the case of a termination contemplated by clause (i), _____________ dt 746052 ; More...
Preview Full Doc	2001	Agreement and Plan of Merger Agreement and Plan of Merger (178K) Doc #1605037: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER DATED NOVEMBER 13, 2000 AMONG ENHANCE FINANCIAL SERVICES GROUP INC. GOLD ACQUISITION CORPORATION AND RADIAN GROUP INC. <PAGE> TABLE OF CONTENTS PAGE ARTICLE I MERGER OF ACQUISITION AND . . . 1605037	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: American International Group, Inc – the weights redistributed proportionately for purposes of determining the Index Price. The 20 insurance companies and the weights attributed to them are as follows: COMPANY WEIGHTING ------- --------- American International Group, Inc . 5% Fannie Mae 5% Freddie Mac 5% Allstate Corporation 5% Hartford Financial Services Group, Inc. 5% Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace _____________ American International Group, Inc – such agreement shall be made or such transaction consummated with, or (y) in the case of clause (ii) above, an Acquisition Proposal shall be made by, one or more of American International Group, Inc ., MGIC Investment Corporation, PMI Group Inc., Old Republic International Corporation or General Electric Company or any of their affiliates. Such payment shall be made (A) in the case of _____________ dt 1866158 ; Ambac Financial Ambac Financial Group, Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: Ambac Financial Group, Inc – Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace Limited 5% CNA Financial Corporation 5% MBIA Inc. 5% MGIC Investment Corporation 5% Cincinnati Financial Corporation 5% Ambac Financial Group, Inc . 5% Countrywide Credit Industries, Inc. 5% PMI Group Inc. 5% Old Republic International Corporation 5% W.R. Berkley Corporation 5% Ohio Casualty Corporation 5% Triad Guaranty Inc. 5% ------ 100% _____________ dt 1647124 ; Enhance Financial Services Group Enhance Financial Services Group Inc ( Property & Casualty Insurance ) ;	Hartford Hartford Financial Services Group Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: Hartford Financial Services Group, Inc – companies and the weights attributed to them are as follows: COMPANY WEIGHTING ------- --------- American International Group, Inc. 5% Fannie Mae 5% Freddie Mac 5% Allstate Corporation 5% Hartford Financial Services Group, Inc . 5% Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace Limited 5% CNA Financial Corporation 5% MBIA Inc. 5% MGIC Investment Corporation 5% Cincinnati Financial _____________ dt 1865948 ; MBIA MBIA Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: MBIA Inc – percent or more of the consolidated gross premiums written by the Company and the insurance subsidiaries of the Company for the year ended December 31, 1999. Except for each of MBIA Inc . and its affiliates ("MBIA"), FGIC (as defined herein) and Connie Lee Insurance Company, in each case as disclosed in Exhibit 3.1-S(3)(B), no ceding company has _____________ MBIA Inc – Mac 5% Allstate Corporation 5% Hartford Financial Services Group, Inc. 5% Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace Limited 5% CNA Financial Corporation 5% MBIA Inc . 5% MGIC Investment Corporation 5% Cincinnati Financial Corporation 5% Ambac Financial Group, Inc. 5% Countrywide Credit Industries, Inc. 5% PMI Group Inc. 5% Old Republic International Corporation 5% W. _____________ dt 1678755 ; More...
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (178K) Doc #1605039: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER DATED NOVEMBER 13, 2000 AMONG ENHANCE FINANCIAL SERVICES GROUP INC. GOLD ACQUISITION CORPORATION AND RADIAN GROUP INC. <PAGE> TABLE OF CONTENTS PAGE ARTICLE I MERGER OF ACQUISITION AND . . . 1605039	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: American International Group, Inc – the weights redistributed proportionately for purposes of determining the Index Price. The 20 insurance companies and the weights attributed to them are as follows: COMPANY WEIGHTING ------- --------- American International Group, Inc . 5% Fannie Mae 5% Freddie Mac 5% Allstate Corporation 5% Hartford Financial Services Group, Inc. 5% Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace _____________ American International Group, Inc – such agreement shall be made or such transaction consummated with, or (y) in the case of clause (ii) above, an Acquisition Proposal shall be made by, one or more of American International Group, Inc ., MGIC Investment Corporation, PMI Group Inc., Old Republic International Corporation or General Electric Company or any of their affiliates. Such payment shall be made (A) in the case of _____________ dt 1865458 ; Ambac Financial Ambac Financial Group, Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: Ambac Financial Group, Inc – Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace Limited 5% CNA Financial Corporation 5% MBIA Inc. 5% MGIC Investment Corporation 5% Cincinnati Financial Corporation 5% Ambac Financial Group, Inc . 5% Countrywide Credit Industries, Inc. 5% PMI Group Inc. 5% Old Republic International Corporation 5% W.R. Berkley Corporation 5% Ohio Casualty Corporation 5% Triad Guaranty Inc. 5% ------ 100% _____________ dt 1647125 ; Enhance Financial Services Group Enhance Financial Services Group Inc ( Property & Casualty Insurance ) ;	Hartford Hartford Financial Services Group Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: Hartford Financial Services Group, Inc – companies and the weights attributed to them are as follows: COMPANY WEIGHTING ------- --------- American International Group, Inc. 5% Fannie Mae 5% Freddie Mac 5% Allstate Corporation 5% Hartford Financial Services Group, Inc . 5% Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace Limited 5% CNA Financial Corporation 5% MBIA Inc. 5% MGIC Investment Corporation 5% Cincinnati Financial _____________ dt 1866465 ; MBIA MBIA Inc. ( Property & Casualty Insurance ) As referenced in this Agreement and Plan of Merger: MBIA Inc – percent or more of the consolidated gross premiums written by the Company and the insurance subsidiaries of the Company for the year ended December 31, 1999. Except for each of MBIA Inc . and its affiliates ("MBIA"), FGIC (as defined herein) and Connie Lee Insurance Company, in each case as disclosed in Exhibit 3.1-S(3)(B), no ceding company has _____________ MBIA Inc – Mac 5% Allstate Corporation 5% Hartford Financial Services Group, Inc. 5% Chubb Corporation 5% St. Paul Companies, Inc. 5% XL Capital Ltd 5% Ace Limited 5% CNA Financial Corporation 5% MBIA Inc . 5% MGIC Investment Corporation 5% Cincinnati Financial Corporation 5% Ambac Financial Group, Inc. 5% Countrywide Credit Industries, Inc. 5% PMI Group Inc. 5% Old Republic International Corporation 5% W. _____________ dt 1678756 ; More...
Full Doc	2007	American International Group, Inc. American International Group, Inc. (3K) Doc #3114505: This document is immediately available for purchase, but does not have a preview available for viewing. 3114505	AIG American International Group Inc. ( Property & Casualty Insurance )
Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (1,138K) Doc #2367890: Click preview link for longer preview. Fifth Third Funds Annual Report July 31, 2002 [LOGO] STOCK AND BOND MUTUAL FUNDS Annual Report to Shareholders July 31, 2002 NOTICE OF DELIVERY OF PROSPECTUSES, SEMI-ANNUAL REPORTS AND ANNUAL REPORTS In order to reduce expenses of the Fifth Third Funds incurred in connection with the mailing of prospectuses, . . . 2367890	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Annual Report to Shareholders: American International Group, Inc – holdings for July 31, 2002 were General Electric Corp. (4.23% of net assets), Exxon Mobil Corp. (3.66%), Microsoft Corp. (3.42%), Wal-Mart Stores, Inc. (3.02%), and American International Group, Inc . (2.91%)./++/ ---------- /++/ The composition of the Fund's portfolio is subject to change. 18 {PAGE} Growth of a $10,000 Investment in the Fifth Third Large Cap Core Fund/ _____________ American International Group, Inc – 245 25,300 HCA-The Healthcare Co. 1,189 10,475 Quest Diagnostics, Inc. (b) 633 10,200 UnitedHealth Group, Inc. 894 -------------------------------------- ------- Total 4,456 -------------------------------------- ------- Insurance - 5.9% -------------------------------------- 8,043 American International Group, Inc . 514 34,125 Willis Group Holdings Ltd. (b) 1,080 -------------------------------------- ------- Total 1,594 -------------------------------------- ------- Manufacturing - 3.0% -------------------------------------- 15,067 General Electric Corp. 485 4,950 Illinois Tool Works, Inc. 327 -------------------------------------- ------- _____________ American International Group, Inc – 4.2% ---------------------------------- 310,000 Baxter International, Inc. 12,372 212,000 Cardinal Health, Inc. 12,211 240,000 Medtronic, Inc. 9,696 ---------------------------------- -------- Total 34,279 ---------------------------------- -------- Insurance - 2.8% ---------------------------------- 357,000 American International Group, Inc . 22,819 ---------------------------------- -------- Manufacturing -- 10.4% ---------------------------------- 475,000 Emerson Electric Corp. 24,201 770,000 General Electric Corp. 24,794 235,000 Harley-Davidson, Inc. 11,130 373,000 Illinois _____________ American International Group, Inc – Total 21,631 --------------------------------------- ------- Insurance - 4.3% --------------------------------------- 18,800 ACE Ltd. 595 10,470 Aetna, Inc. 457 37,200 AFLAC, Inc. 1,168 50,998 Allstate Corp. 1,938 187,800 American International Group, Inc . 12,005 19,500 Aon Corp. 463 12,300 Chubb Corp. 798 10,100 CIGNA Corp. 909 11,700 Cincinnati Financial Corp. 469 17,800 Hartford Financial Services Group, _____________ American International Group, Inc – Total 13,990 --------------------------------------- ------- Insurance - 4.6% --------------------------------------- 48,200 ACE Ltd. 1,527 8,275 Aetna, Inc. 361 31,400 AFLAC, Inc. 986 32,500 Allstate Corp. 1,235 247,676 American International Group, Inc . 15,832 13,200 Chubb Corp. 857 10,250 CIGNA Corp. 923 15,345 Hartford Financial Services Group, Inc. 776 10,650 Jefferson-Pilot Corp. 463 18,100 John _____________ dt 1483375 ; 3Com 3Com Corp. ( Computer Networks ) As referenced in this Annual Report to Shareholders: 3Com Corp. – of Portfolio Investments (continued) July 31, 2002 (Amounts in thousands except share amounts) -------------------------------------------------------------------------------- {TABLE} {CAPTION} Shares or Principal Security Amount Description Value --------- ------------------------------------- ------- {C} {S} {C} Telecommunications - 5.2% ------------------------------------- 327,000 3Com Corp. (b) $ 1,475 200,000 AT&T Corp. 2,035 276,800 Crown Castle International (b) 637 350,000 JDS Uniphase Corp. (b) 886 35,000 Verizon Communications, Inc. _____________ dt 1564993 ; Acxiom Acxiom Corp. ( Computer Services ) As referenced in this Annual Report to Shareholders: Acxiom Corp. – Republic Bancorp., Inc. 2,694 112,500 Texas Regional Bancshares, Inc. 3,712 ------------------------------------ -------- Total 12,273 ------------------------------------ -------- Business Equipment & Services - 7.5% ------------------------------------ 150,000 ABM Industries, Inc. 2,475 100,000 Acxiom Corp. (b) 1,586 75,000 Administaff, Inc. (b) 563 75,000 Advo, Inc. (b) 2,582 100,000 Catalina Marketing Corp. (b) 2,874 125,000 Copart, Inc. (b) _____________ dt 1536566 ;	AES AES Corp. ( Electric Utilities ) As referenced in this Annual Report to Shareholders: AES Corp. – assets), up 75.4%, and Boston Scientific Corp. (0.14%), up 66.5%. The poorest performers during the period were Qwest Communications International, Inc. (0.01%), down 95.1%, and AES Corp. (0.01%), down 94.6%./++/ Q. What is your outlook for large-company stocks going forward? A. The U.S. economy should improve going forward; however, the recovery depends _____________ AES Corp. – 275 55,405 Southwest Airlines Co. 765 18,100 Union Pacific Corp. 1,062 80,300 United Parcel Service, Inc. 5,247 ---------------------------------------- ------- Total 10,721 ---------------------------------------- ------- Utilities - 2.7% ---------------------------------------- 42,600 AES Corp. (b) 87 9,000 Allegheny Energy, Inc. 189 10,400 Ameren Corp. 454 24,360 American Electric Power Company, Inc. 802 29,700 Calpine Corp. (b) 148 10,200 _____________ dt 1567822 ; Affiliated Affiliated Computer Services Inc. ( Computer Services ) As referenced in this Annual Report to Shareholders: Affiliated Computer Services, Inc. – What stocks helped boost returns? A. The Fund's top-performing stocks were North Fork Bancorp. (2.66% of net assets), Zebra Technologies Corp. (1.88%), Fastenal Co. (2.99%), Affiliated Computer Services, Inc. (0.77%) and First Tennessee National Corp. (4.75%)./++/ Q. What is your outlook for the stock market, and how will you position the Fund in that environment? A. _____________ Affiliated Computer Services, Inc. – from their low valuations. Q. What were the Fund's top five holdings at the end of the period? A. The top five holdings as of July 31, 2002 were Affiliated Computer Services, Inc. (5.09% of net assets), Cardinal Health, Inc. (4.63%), HCA-The Healthcare Co. (4.42%), Willis Group Holdings Ltd. (4.02%), and Forest Laboratories, Inc. (3.87%)./++/ ------------ /++/ The _____________ Affiliated Computer Services, Inc. – 323,000 National Commerce Bancorp. 8,317 160,000 North Fork Bancorp. 6,498 215,000 SouthTrust Corp. 5,427 ---------------------------------------- ------- Total 31,845 ---------------------------------------- ------- Business Equipment & Services - 0.8% ---------------------------------------- 40,000 Affiliated Computer Services, Inc. (b) 1,879 ---------------------------------------- ------- Business Services - 4.1% ---------------------------------------- 63,000 Cintas Corp. 2,765 192,000 Fastenal Co. (b) 7,309 ---------------------------------------- ------- Total 10,074 ---------------------------------------- ------- Computer Software & Services - 8.3% ---------------------------------------- 355, _____________ Affiliated Computer Services, Inc. – amounts) -------------------------------------------------------------------------------- {TABLE} {CAPTION} Security Shares Description Value ------ -------------------------------------- ------ {C} {S} {C} Common Stocks - 100.1% Banking - 1.3% -------------------------------------- 7,014 Wells Fargo Co. $ 357 -------------------------------------- ------ Business Equipment & Services - 6.3% -------------------------------------- 29,100 Affiliated Computer Services, Inc. (b) 1,367 16,300 Concord EFS, Inc. (b) 318 -------------------------------------- ------ Total 1,685 -------------------------------------- ------ Chemicals - 0.6% -------------------------------------- 3,165 Praxair, Inc. 166 -------------------------------------- ------ Computer Software & Services - 6.3% -------------------------------------- 14,775 Fiserv, _____________ dt 1446939 ; More...
Preview Full Doc	2006	Annual Report to Shareholders Annual Report to Shareholders (234K) Doc #2521031: Click preview link for longer preview. Legg Mason Investors Trust, Inc. Investment Commentary and Annual Report to Shareholders March 31, 2006 American Leading Companies Trust Balanced Trust Financial Services Fund U.S. Small-Capitalization Value Trust LEGG MASON FUNDS Personalized Guidance. Intelligent Choices.SM Contents Commentary Investment Commentary ii Glossary of Index Definitions xvi Annual Report to Shareholders Presidents Letter 1 American Leading Companies Trust Managements Discussion of Fund Performance 2 Expense Example 5 Performance Information 6 Financial Statements 11 Balanced Trust Managements Discussion of Fund Performance 22 Expense Example 25 Performance Information 26 Financial Statements 32 Financial Services Fund Managements Discussion of Fund Performance 46 Expense Example 48 Performance Information 49 Financial Statements 54 U.S. Small-Capitalization Value Trust Managements Discussion of Fund Performance 62 Expense Example 64 Performance Information 65 Financial Statements 70 Notes to Financial Statements 87 Report of Independent Registered Public Accounting Firm 98 Change in Independent Registered Public Accounting Firm 99 Directors and Officers 100 Board Consideration of Legg Mason American Leading Companies Trusts Investment Advisory and Management Agreement 104 Board Consideration of Legg Mason Balanced Trusts Investment Advisory and Management Agreement and Sub-Advisory Agreement 106 Board Consideration of Legg Mason Financial Services Funds Investment Advisory and Management Agreement and Sub-Advisory Agreement 108 Board Consideration of Legg Mason U.S. Small- Capitalization Value Trusts Investment Advisory and Management Agreement and Sub-Advisory Agreement 110 Glossary of Index Definitions 112 ii Investment Commentary American Leading Companies Trust Market Commentary The U.S. equity market posted strong results in the first quarter of 2006 by any measure. The S&P 500 Indexs total return of 4.2% was its best first quarter showing since 1999, while the Nasdaq had its best March quarter since 2000, and the Dow Industrials its best since 2002. Total Returns Periods Ending March 31, 2006 3 Months 1 Year S&P 500 Stock Composite IndexA +4.21 % +11.73 % Dow Jones Industrial AverageA +4.24 % +8.26 % S&P 400 Mid-Cap IndexA +7.63 % +21.62 % Russell 2000 IndexA +13.94 % +25.93 % Nasdaq Composite IndexA +6.37 % +18.02 % The stars of the show in the March quarter continued to be the small- and mid-cap stocks. As shown in the above table, the S&P Mid-Cap Index was up 7.63% and the Russell 2000 Index gained a mind-blowing 13.94%. Is this surge a last hurrah for small-cap relative performance, or powerful evidence that the trend has further to run? We obviously cant say for sure, but from our perspective, the valuation case for large-cap is becoming more compelling, while the valuation underpinnings are weakening in the small-cap sector. As a consequence, we believe the risk in small-caps is rising relative to large-caps. Well get to the valuation case for large versus small stocks in a minute, but first we should note that the recent strength in small-caps may well have very little to do with relative valuation. We may instead be seeing evidence of piling on, or piling in, by the hedge funds. Many, if not most, hedge funds are trend followers. They go where the action is. Lately, the action has clearly been in small-caps. According to Albert Richards, Citigroups U.S. small-and mid-cap strategist, a representative sample of hedge funds have 59% of their assets in companies with market floats (shares outstanding less insider holdings) less than $10 billion, compared to the 28% that those companies represent of the Russell 3000 Index. Recently, there is anecdotal evidence that investors have also been buying small-cap exchange traded funds (ETF) as a means of gaining exposure to the small-cap sector without having to choose individual stocks. The ETFs must then use their cash inflows to buy the underlying shares of the companies in their benchmark, thus adding democratically (or indiscriminately, depending how you look at it) to overall small-cap stock demand. On a valuation basis, stocks in the Russell 2000 Index trade at 44 times 2005s earnings, compared with 18 times for the S&P 500. Within the S&P 500 itself, the bottom decile of companies (the smallest 50 by market value) trades at 20.1 times estimated 2006 earnings, while the top decile trades at a cap-weighted average of 14.4 times earnings as of the end of March. A See Glossary of Index Definitions on page xvi. It is not possible to invest in an index. The Investment Commentary is not a part of the Annual Report to Shareholders. Investment Commentary iii Is the P/E multiple premium currently accorded to small-cap stocks justified? Small-cap advocates think so. They argue that the largest companies in the S&P 500 are too big to grow very fast, while small-caps as a group have the opportunity to post superior growth rates for many years to come. Maybe so, but we remember when people made the exact opposite argument in 2000. Then, the conventional wisdom was that mega-caps should trade at a premium to the market because their results were more predictable and they were the primary beneficiaries of globalization. The small-caps, while admittedly cheap, were thought to warrant a discount valuation due to their greater business risk and illiquidity. The truth is that investors views on the relative merits of small versus large-caps fluctuate over time. Since 1960, large- and small-cap stocks have traded at roughly the same average P/E multiples, with large-caps greater stability being valued about equally with small-caps probable superiority in terms of growth prospects. In our experience, investors enthusiasm for either group is heavily influenced by recent relative performance trends. Investors tend to gravitate toward groups or sectors that have been doing well, and avoid sectors that have not. Small-caps are popular now principally, in our view, because they have been going up sharply. Large-capsand especially mega-capsare unpopular because they have been performance dogs in recent years. The worm will turn, as it always does. The only question is when. The Investment Commentary is not a part of the Annual Report to Shareholders. iv Investment Commentary Investment Results Total returns for the American Leading Companies Trust (Fund) for various periods ended March 31, 2006, are presented below, along with those of some comparative indices: First Quarter 2006 One Year Average Annual Total Returns Through March 31, 2006 Three Years Five Years Ten Years Since InceptionB American Leading Companies Primary Class +1.74 % +12.54 % +19.16 % +6.12 % +9.55 % +9.46 % Institutional Class +2.01 % +13.63 % +20.35 % N/A N/A +6.54 % S&P 500 Stock Composite Index +4.21 % +11.73 % +17.22 % +3.97 % +8.95 % +10.51 % Dow Jones Industrial Average +4.24 % +8.26 % +14.13 % +4.60 % +9.19 % +11.53 % Lipper Large-Cap Core FundsA +3.94 % +11.63 % +15.46 % +2.57 % +7.31 % +9.02 % Lipper Large-Cap Value FundsA +4.55 % +11.40 % +18.82 % +5.11 % +8.55 % +10.09 % The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information for the Primary Class please visit www.leggmasonfunds.com; for the Institutional Class please call 1-888-425-6432. The investment return and principal value of the Fund will fluctuate so that an investors shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods. Performance figures for periods longer than one year represent average annual returns. American Leading Companies Trust had a subpar March quarter, trailing all its principal benchmarks and peer fund averages. Returns on a one, three, five-year and ten-year basis are more encouraging. American Leading Companies performance is ahead of all relevant benchmarks and peer averages over those time periods. For the twelve months ended March 31, 2006, the leading percentage gainers in the portfolio among stocks owned for the entire period were: Phelps Dodge Corporation, Transocean Inc., Health Net Inc., Baker Hughes Incorporated, Hewlett-Packard Company, Merrill Lynch & Co., Inc., Nokia OyjADR, Anadarko Petroleum Corporation, Devon Energy Corporation and Texas Instruments Incorporated. Laggards included: Tyco International Ltd., Sara Lee B The inception date of the Primary Class is September 1, 1993. The inception date of the Institutional Class is June 14, 2001. Index returns are for periods beginning August 31, 1993. The Investment Commentary is not a part of the Annual Report to Shareholders. Investment Commentary v Corporation, Intel Corporation, Kimberly-Clark Corporation, Johnson & Johnson, IBM Corporation, Liberty Media Corporation, Wal-Mart Stores, Inc., Pfizer Inc. and Time Warner Inc. On a performance contribution basis, which takes into account both price change and portfolio weighting, the leading positive contributors for the fiscal year were: Health Net Inc., Phelps Dodge Corporation, UnitedHealth Group Incorporated, Sprint Nextel Corporation and J.P. Morgan Chase & Co. The largest detractors from performance were: Tyco International Ltd., Liberty Media CorporationSeries A, Intel Corporation, IBM Corporation and Bristol-Myers Squibb Company. The two sectors which contributed most positively to the Funds relative performance for the fiscal year were commodity stocks and managed-care companies. For the latest twelve months, we would describe portfolio activity as moderate, with turnover averaging about 20%. A complete listing of new purchases and liquidations is presented elsewhere in this report. In broad terms, during the year, we expanded the number of holdings in the portfolio by about 16%, from 57 to 66. The biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation, Accenture Ltd. and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of eBay Inc. and Yahoo! Inc., and additions to our holdings of Expedia Inc. and Amazon.com, Inc. We also repositioned our holdings in a number of sectors. In materials, we broadened our diversification by reducing our positions in three existing holdings to fund the purchase of U.S. Steel Corporation. In pharmaceuticals, we sold Merck & Co., Inc. and Bristol-Myers Squibb Co. to buy more Pfizer Inc. and Johnson & Johnson. In financials, we sold Fannie Mae and reduced our positions in MGIC Investment Corporation, Washington Mutual, Inc. and Lloyds TSB Group plc to buy a new position in re-insurer, XL Capital, and add to Countrywide Financial Corporation. In the consumer discretionary sector, we sold grocer Albertsonswhich is being taken overand bought Pulte Homes, Inc. and Eastman Kodak Company. Finally, we took advantage of favorable prices to reduce our portfolio weightings in energy stocks and managed-care companies. We are now underweight energy, but remain overweighted in the managed-care sector. 2521031	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Annual Report to Shareholders: American International Group, Inc – 13 Shares/Par Value Financials Continued Diversified Financial Services 6.7% Citigroup Inc. 465 $ 21,962 J.P. Morgan Chase & Co. 752 31,313 53,275 Insurance 4.8% American International Group, Inc . 250 16,523 The St. Paul Travelers Companies, Inc. 318 13,289 XL Capital Ltd. 127 8,129 37,941 Thrifts and Mortgage Finance 3.6% Countrywide Financial Corporation _____________ dt 1617152 ; 21st Century 21st Century Insurance Group ( Property & Casualty Insurance ) As referenced in this Annual Report to Shareholders: 21st Century Insurance Group – Energy Corporation 54 2,361 A The Houston Exploration Company 41 2,171 A The Oilgear Company 2 24 A TransMontaigne Inc. 75 731 A 6,746 Financials 35.1% 21st Century Insurance Group 65 1,032 ACE Cash Express, Inc. 18 441 A Advanta Corp. 15 501 Affirmative Insurance Holdings, Inc. 7 89 Alfa Corporation 49 841 American Equity Investment Life Holding _____________ dt 1625609 ; Abbott Labs Abbott Laboratories ( Pharmaceutical Preparations ) As referenced in this Annual Report to Shareholders: Abbott Laboratories – 1. Intel Corporation 15.0% 2. Johnson & Johnson 10.0% 3. Kimberly-Clark Corporation 9.4% 4. SYSCO Corporation 9.2% 5. International Business Machines Corporation 8.9% 6. Abbott Laboratories 6.6% 7. United States Treasury Notes, 2%, 1/15/14 4.7% 8. Wal-Mart Stores, Inc. 4.5% 9. Kroger Company 4.5% 10. SLM Corporation 3. _____________ Abbott Laboratories – Health Care Equipment and Supplies 3.3% Biomet, Inc. 21 753 DENTSPLY International Inc. 6 372 Kyphon Inc. 10 357 A STERIS Corporation 15 358 1,840 Pharmaceuticals 3.3% Abbott Laboratories 12 493 Johnson & Johnson 10 586 Teva Pharmaceutical Industries Ltd. ADR 19 786 1,865 Industrials 7.3% Aerospace and Defense 1.5% L-3 Communications Holdings, Inc. _____________ Abbott Laboratories – 550 % 5/1/13 475 452 1,388 Oil, Gas & Consumable Fuels 0.5% Pacific Gas and Electric Company 4.200 % 3/1/11 325 306 Pharmaceuticals 0.8% Abbott Laboratories 3.750 % 3/15/11 500 466 Road and Rail 0.8% Union Pacific Corporation 6.625 % 2/1/08 450 459 Total Corporate Bonds and Notes (Identified Cost $ _____________ dt 1563516 ;	Accenture Accenture Ltd. ( Business Services ) As referenced in this Annual Report to Shareholders: Accenture Ltd – The biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation, Accenture Ltd . and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of _____________ Accenture Ltd – biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation and Accenture Ltd ., and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of _____________ Accenture Ltd – Corporation 152 12,535 35,954 Internet Software and Services 2.5% eBay Inc. 350 13,671 A Yahoo! Inc. 200 6,452 A 20,123 IT Services 0.9% Accenture Ltd . 250 7,518 Semiconductors and Semiconductor Equipment 4.0% Applied Materials, Inc. 550 9,630 Intel Corporation 800 15,480 Texas Instruments Incorporated 200 6,494 31,604 Annual _____________ dt 1636268 ; ATC Aftermarket Technology Corp. ( Auto & Truck Parts ) As referenced in this Annual Report to Shareholders: Aftermarket Technology Corp. – Portfolio of Investments U.S. Small-Capitalization Value Trust March 31, 2006 (Amounts in Thousands) Shares/Par Value Common Stocks and Equity Interests 97.3% Auto and Transportation 6.8% Aftermarket Technology Corp. 39 $ 873 A Alamo Group Inc. 8 186 American Axle & Manufacturing Holdings, Inc. 74 1,268 ArvinMeritor, Inc. 141 2,105 Asbury Automotive Group Inc. 48 947 A _____________ dt 1617092 ; More...
Preview Full Doc	2003	Asset Purchase Agreement Asset Purchase Agreement (147K) Doc #355219: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.8 {SEQUENCE}12 {FILENAME}l91798bexv10w8.txt {DESCRIPTION}EX-10.8 ASSET PURCHASE AGREEMENT {TEXT} {PAGE} Exhibit 10.8 -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT by and between WLR ACQUISITION CORP. and LTV STEEL COMPANY, INC. THE RIVER TERMINAL RAILWAY COMPANY THE CHICAGO SHORT LINE RAILWAY COMPANY CUYAHOGA VALLEY RAILWAY Dated as of February 26, 2002 -------------------------------------------------------------------------------- {PAGE} ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated as of February 26, 2002 (the "Execution Date"), is made by and among LTV STEEL COMPANY, INC., a New Jersey corporation ("LTV"), RIVER TERMINAL RAILWAY COMPANY, an Ohio corporation ("RTR"), CHICAGO SHORT LINE RAILWAY COMPANY, an Illinois corporation ("CHICAGO SHORT LINE"), THE CUYAHOGA VALLEY RAILWAY COMPANY, an Ohio corporation ("CUYAHOGA", together with RTR and Chicago Short Line, the "RAILROAD SUBSIDIARIES" and collectively with LTV, the "SELLERS" and each a "SELLER"), THE LTV Corporation, a Delaware corporation ("LTV Corp."), LTV Electro-Galvanizing, Inc., a Delaware corporation ("LTVEG" and collectively with LTV Corp., the "LSE Sellers") (the "LSE Sellers" collectively with the Sellers, the "LTV Companies") and WLR ACQUISITION CORP., a Delaware corporation ("BUYER"). Capitalized terms used in this Agreement are defined or cross-referenced in ARTICLE 11. BACKGROUND INFORMATION A. On December 29, 2000 (the "PETITION DATE"), LTV and 48 of its Affiliates (collectively, the "LTV PARTIES") (excluding the Railroad Subsidiaries) commenced voluntary cases for reorganization (the "BANKRUPTCY CASES") under Chapter 11 of the Bankruptcy Code, 11 U.S.C. Section 101-1330 (the "BANKRUPTCY CODE"), in the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division (the "BANKRUPTCY COURT"). B. Pursuant to an order entered by the Bankruptcy Court on December 7, 2001, the LTV Parties have obtained approval of and are implementing an asset protection plan (the "APP"), pursuant to which LTV has ceased operation of, and is currently maintaining in hot-idle for a limited period of time, its Indiana Harbor Works located in East Chicago, Indiana ("INDIANA HARBOR") and its Cleveland East Works located in Cleveland, Ohio (together with the Cleveland West Works, located in Cleveland, Ohio, the "CLEVELAND WORKS"). Pursuant to an order entered by the Bankruptcy Court on December 7, 2001, the Bankruptcy Court has approved bidding procedures, certain bidder protections in connection therewith and the conduct of an auction of assets (collectively, the "ASSET SALE AND AUCTION PROCEDURES") in order to sell, together or otherwise, substantially all of the assets related to each of Indiana Harbor and Cleveland Works subject to Buyer's assumption of the Assumed Liabilities. C. Until on or about December 9, 2001, LTV engaged in the steel manufacturing, processing and finishing business (the "BUSINESS") at Indiana Harbor, Cleveland Works, its finishing facility in Hennepin, Illinois ("HENNEPIN"), the pellet handling terminal in Lorain, Ohio (the "LORAIN PELLET HANDLING TERMINAL"), the coke battery in Warren, Ohio (the "WARREN COKE BATTERY, the lime processing facility in Grand River, Ohio (the "GRAND RIVER LIME FACILITY"), the technology center in Independence, Ohio (the "INDEPENDENCE CENTER"). LTV Corp. owns all of the issued and outstanding stock of EGL-LTV Holding Company, a Delaware corporation ("LSE Holding"), which owns LTV's joint venture interest in the L-S Electro-Galvanizing Company LSE Finishing Facility at Cleveland Works (the "LSE"). {PAGE} D. LTV is also engaged in the business of manufacturing and selling tubular products (the "TUBING BUSINESS") at facilities located in Counce, Tennessee, Elyria, Ohio, Youngstown, Ohio, Marion, Ohio, and Ferndale, Michigan (the "TUBING PLANTS"). E. Buyer desires to purchase the Acquired Assets and assume the Assumed Liabilities from Sellers, and Sellers desire to sell, convey, assign and transfer to Buyer, the Acquired Assets together with the Assumed Liabilities, all in the manner and subject to the terms and conditions set forth in this Agreement and in accordance with sections 105, 363 and 365 and other applicable provisions of the Bankruptcy Code. F. The Acquired Assets and Assumed Liabilities include assets and liabilities of LTV and the LSE Sellers, which are to be purchased and assumed by Buyer pursuant to an order of the Bankruptcy Court approving such sale pursuant to sections 105, 363 and 365 of the Bankruptcy Code (the "SALE ORDER"), which order will include the authorization for the assumption by LTV and assignment to Buyer of the Executory Contracts and liabilities thereunder under section 365 of the Bankruptcy Code, all in the manner and subject to the terms and conditions set forth in this Agreement and the Sale Order and in accordance with other applicable provisions of the Bankruptcy Code. G. Concurrently with the execution of this Agreement, the principal stockholders of Buyer have executed a Guaranty, pursuant to which such parties have guaranteed the obligations of Buyer under this Agreement. STATEMENT OF AGREEMENT NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: ARTICLE 1. PURCHASE AND SALE OF THE ACQUIRED ASSETS. SECTION 1.1. TRANSFER OF ACQUIRED ASSETS. At the Closing, and upon the terms and conditions herein set forth, Sellers shall sell to Buyer, and Buyer shall acquire from Sellers, all of Sellers' right, title and interest in, to and under the Acquired Assets, free and clear of all Liens (other than Permitted Liens). "ACQUIRED ASSETS" shall mean certain of the LSE Sellers' assets and all of Sellers' right, title and interest in, to and under all assets of (i) each Railroad Subsidiary (ii) and of LTV used in the Business that are located at Indiana Harbor, Cleveland Works, Hennepin, Lorain Pellet Handling Terminal, Warren Coke Battery, Grand River Lime Facility, Independence Center and such additional locations as are specified below or on the Schedules hereto, real or personal, tangible and intangible, existing or acquired hereafter, whether or not reflected on the books or financial statements of Sellers, including without limitation the following assets: (a) all real property and leases of, and other interests in, real property used or owned or held for use in the Business, in each case together with all buildings, fixtures, and Improvements erected thereon (the "Real Property") as listed on SCHEDULE 1.1(a) hereto; 3 {PAGE} (b) all (i) Sellers' owned equipment, machinery, furniture, fixtures and improvements and tooling located on the Real Property and elsewhere used in the Business (the "OWNED MACHINERY AND EQUIPMENT"), including, without limitation, those which form a part of the systems and process lines related to the Business as set forth on SCHEDULE 1.1(b), and (ii) rights of Sellers to the warranties and licenses received from manufacturers and sellers of the Owned Machinery and Equipment; (c) all (i) Sellers' equipment, machinery, furniture, fixtures and improvements and tooling located on the Real Property and elsewhere used in the operation of the Business, including, without limitation, those which form a part of the systems and process lines related to the Business as set forth on SCHEDULE 1.1(b) that are leased pursuant to an Executory Contract with respect to which Buyer has not notified Sellers that such contract will constitute an "Excluded Contract" prior to the date that is 21 days following the Execution Date (the "LEASED MACHINERY AND EQUIPMENT," and collectively with the Owned Machinery and Equipment, the "MACHINERY AND EQUIPMENT"), and (ii) rights of Sellers to the warranties and licenses received from manufacturers and lessors of the Leased Machinery and Equipment; (d) those leases (including, without limitation, leases of Real Property and of Machinery and Equipment) and other Contracts (together with all of Sellers' deposits thereunder) entered into by Sellers and the LSE Sellers that are executory and unexpired as of the Closing Date and are listed on SCHEDULE 1.1(d) (and any other Contract related to the Business which Buyer has requested and Sellers have agreed (such agreement not to be unreasonably withheld) be deemed to be an Executory Contract) with respect to which Buyer has not notified Sellers that such contract(s) will constitute an "EXCLUDED CONTRACT" prior to the date that is 21 days following the Execution Date (the "EXECUTORY CONTRACTS") (it being acknowledged and understood that Buyer shall not have the right to designate as an Excluded Contract any contract which Sellers have designated as a "NON-EXCLUDIBLE CONTRACT" on SCHEDULE 1.1(d)); (e) all Supplies (other than Excess Supplies) located on the Real Property; (f) all rights of Sellers to warranties received from suppliers with respect to Inventory and related Claims with respect thereto; (g) all patents, patent applications, copyrights, copyright applications, know-how, information, processes, trade secrets, proprietary data, formulae, research and development data, trademarks relating to finished goods and processes, trade names relating to finished goods and processes and other intangible property (collectively "INTELLECTUAL PROPERTY"), including, without limitation, those listed on SCHEDULE 1.1(g) hereto; (h) all cars, trucks, fork lifts, other industrial vehicles and other motor vehicles owned by Sellers ("OWNED MOTOR VEHICLES") or leased by Sellers ("LEASED MOTOR VEHICLES" together with Owned Motor Vehicles, the "Motor Vehicles") (provided in the case of Leased Motor Vehicles, the lease is an Acquired Asset) located on the Real Property and elsewhere; 4 {PAGE} (i) all computer software owned by the Sellers (including, without limitation, process control software) used in connection with the operation of the Machinery and Equipment or otherwise used in the Business in conjunction with the Acquired Assets, including, without limitation, those listed on SCHEDULE 1.1(i) hereto; (j) to the extent transferable under applicable Law, all permits, authorizations and licenses issued by any Government and used in the Business in conjunction with the Acquired Assets and all pending applications therefor (the "PERMITS"), including, without limitation, those Permits set forth on SCHEDULE 1.1(j); (k) copies or originals of all books, files and records used in the Business relating to the Acquired Assets described in this Section 1.1, including plans, data, test results, drawings, diagrams, training manuals, engineering data, safety and environmental reports and documents, maintenance schedules and operating and production records, in each case that are used in the Business or relate to the Acquired Assets, whether in hard copy or electronic format; (l) the Additional Assets; (m) all of LTV Corp.'s equity interest in LSE Holding; (n) all goodwill associated with the Business or the Acquired Assets, together with the right to represent to third parties that Buyer is the successor to the Business; (o) all air emissions, credits and allowances Sellers have, are entitled to or applied for, including any air emissions where Sellers have 355219	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Asset Purchase Agreement: American International Group, Inc – and Permitted Liens, and in each case in an amount not less than the portion of the Purchase Price allocated to the property being insured thereunder. (h) INSURANCE POLICY BINDER. American International Group, Inc . (AIG Environmental) ("AIG") (or another top-rated (by A. M. Best) insurance company reasonably 30 {PAGE} acceptable to Buyer) shall have issued a binder (or an irrevocable commitment to _____________ dt 733880 ; Cleveland-Cliffs Cleveland-Cliffs Inc. ( Metal Mining ) As referenced in this Asset Purchase Agreement: Cleveland-Cliffs Inc – breach of this SECTION 5.2(d). (e) CLIFFS PELLETS. SCHEDULE 5.2(e) sets forth a list of approximate locations at which iron ore pellets ("CLIFFS PELLETS") owned by Cleveland-Cliffs Inc . ("CLIFFS") are located on the Real Property, together with the approximate amount of the Cliffs Pellets at each of such locations. Between the date hereof and the Closing Date, _____________ dt 754072 ; CLT Commonwealth Land Title Co. ( Real Estate ) As referenced in this Asset Purchase Agreement: Commonwealth Land Title Co – SCHEDULE 4.1(h) as a TBT Agreement. "TITLE COMPANY" means any one or more of Chicago Title Insurance Company, Meridian Title Corporation, Commonwealth Land Title Co mpany or other title insurance company reasonably acceptable to Buyer. SECTION 11.2. ALL TERMS CROSS-REFERENCED. Each of the following terms is _____________ dt 726526 ;	Int'l Steel International Steel Group Inc. ( Iron & Steel ) ; Jones Day Jones, Day, Reavis & Pogue ( Legal ) As referenced in this Asset Purchase Agreement: Jones, Day – Escrow Agreement and this Agreement. ARTICLE 3. CLOSING AND DELIVERIES SECTION 3.1. CLOSING. The consummation of the transactions contemplated hereby (the "CLOSING") shall take place at the offices of Jones, Day , Reavis & Pogue, North Point, 901 Lakeside Avenue, Cleveland, Ohio at 10:00 a.m. on the second Business Day following the satisfaction or waiver by the appropriate party of _____________ Jones, Day – to the party as follows: If to LTV Companies: LTV Steel Company, Inc. 6801 Brecksville Road 35 {PAGE} Independence, Ohio 44131 Attention: General Counsel Facsimile: (216) 642-4584 copy to: Jones, Day , Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, Ohio 44114-1190 Attention: Lyle G. Ganske, Esq. Facsimile: (216) 579-0212 If to Buyer: WLR Acquisition Corp. C/O WL _____________ dt 750253 ; Stroock Stroock & Stroock & Lavan ( Legal ) As referenced in this Asset Purchase Agreement: Stroock – C/O WL Ross & Co. LLC Manhattan Tower (19th Floor) 101 East 52nd Street New York, New York 10022 Attention: Brad Bousquet James McCarthy Facsimile: (212) 317-4891 Copy to: Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York 10038 Attention: Lewis Kruger Bradley Kulman Facsimile: (212) 806-6006 (b) Any party may change its address for the _____________ Stroock – O WL Ross & Co. LLC Manhattan Tower (19th Floor) 101 East 52nd Street New York, New York 10022 Attention: Brad Bousquet James McCarthy Facsimile: (212) 317-4891 Copy to: Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York 10038 Attention: Lewis Kruger Bradley Kulman Facsimile: (212) 806-6006 (b) Any party may change its address for the purpose _____________ dt 753559
Preview Full Doc	2008	Asset Purchase Agreement Asset Purchase Agreement (102K) Doc #3667987: Click preview link for longer preview. 3667987	AIG American International Group Inc. ( Property & Casualty Insurance )
Preview Full Doc	2000	Base Indenture Base Indenture (689K) Doc #1493108: Click preview link for longer preview. EXECUTION COPY AIG CREDIT PREMIUM FINANCE MASTER TRUST, as Issuer and BANK ONE, NATIONAL ASSOCIATION, as Trustee ---------------------------- BASE INDENTURE Dated as of November . . . 1493108	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Base Indenture: American International Group, Inc – any Tax Opinion or other opinion relating to federal income tax matters shall be an opinion of nationally recognized tax counsel. "AICCO" means AICCO, Inc., a California corporation. "AIG" means American International Group, Inc ., a Delaware corporation or its successor by merger or other corporate reorganization. "AIG Support Agreement" means the support agreement between AIG, ART, AIC, AICCO, IP Finance I, IP Finance _____________ American International Group, Inc – hereof and supplements hereto. "AIC" has the meaning specified in the introductory paragraph to this Agreement. "AICCO" has the meaning specified in the introductory paragraph to this Agreement. "AIG" means American International Group, Inc ., a Delaware corporation. "AIG Support Agreement" means the support agreement between AIG, ART, AIC, AICCO, IP Finance I, IP Finance II and IP Funding dated as of November 8, _____________ AMERICAN INTERNATIONAL GROUP, INC – I have hereunto set my hand this ____ day of --------------, ----. A.I. RECEIVABLES TRANSFER CORP., as Seller By: ---------------------------------- Name: Title: E-6 <PAGE> Exhibit E SUPPORT AGREEMENT among AMERICAN INTERNATIONAL GROUP, INC ., A.I. RECEIVABLES TRANSFER CORP., A.I. CREDIT CORP., AICCO, INC., IMPERIAL PREMIUM FINANCE, INC., IMPERIAL PREMIUM FINANCE, INC., AND IMPERIAL PREMIUM FUNDING, INC. ------------------------ This agreement, made and entered _____________ American International Group, Inc – CORP., AICCO, INC., IMPERIAL PREMIUM FINANCE, INC., IMPERIAL PREMIUM FINANCE, INC., AND IMPERIAL PREMIUM FUNDING, INC. ------------------------ This agreement, made and entered into as of November 8, 1999 (the "Agreement"), among American International Group, Inc ., a Delaware corporation ("Parent"), and A.I. Receivables Transfer Corp., a Delaware corporation ("ART"), A.I. Credit Corp., a New Hampshire corporation ("AIC"), AICCO, Inc., a California corporation ("AICCO"), _____________ American International Group, Inc – communication required or contemplated by this Agreement shall be in writing, shall be given or made or communicated by United States first class mail, addressed as follows: If to Parent: American International Group, Inc . 70 Pine Street New York, New York 10270 Attention: Treasurer If to Subsidiaries: (a) in the case of : A.I. Receivables Transfer Corp. 160 Water Street New York, New _____________ dt 1676194 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Base Indenture: McGraw-Hill Companies, Inc – hereto, as the same may be amended or supplemented from time to time. "S&P" or "Standard & Poors" means Standard & Poors Ratings Service, a division of The McGraw-Hill Companies, Inc . "Scheduled Payment Date" shall have the meaning, with respect to any Series of Notes, if any, in the related Series Supplement. "Secured Parties" is defined in Granting Clause of _____________ dt 1680067 ; A.I. Receivables Transfer A.I. Receivables Transfer Corp. ( Financial ) ;	Bank One Bank One, NA ( Financial ) As referenced in this Base Indenture: BANK ONE, NA – SEQUENCE>5 <FILENAME>0005.txt <DESCRIPTION>4.2 <TEXT> Exhibit 4.2 EXECUTION COPY AIG CREDIT PREMIUM FINANCE MASTER TRUST, as Issuer and BANK ONE, NA TIONAL ASSOCIATION, as Trustee ---------------------------- BASE INDENTURE Dated as of November 8, 1999 ---------------------------- Premium Finance Asset Backed Notes (Issuable in Series) <PAGE> CROSS REFERENCE TABLE <TABLE> < _____________ Bank One, Na – INDENTURE, dated as of November 8, 1999, between AIG CREDIT PREMIUM FINANCE MASTER TRUST, a special purpose business trust established under the laws of Delaware, as issuer (the "Issuer") and Bank One, Na tional Association, a national banking association, as trustee (in such capacity, the "Trustee"). W I T N E S S E T H: WHEREAS, the Issuer has duly authorized the _____________ Bank One, Na – to all Series of Notes, has the meaning specified in Section 9.1 hereof. "Trust Termination Date" shall have the meaning specified in Section 12.1. "Trustee" shall mean initially Bank One, Na tional Association, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee _____________ Bank One, Na – other property on deposit from time to time in the Collection Account and the proceeds thereof for the benefit of the Noteholders. Initially, the Collection Account will be established with Bank One, Na tional Association. Funds on deposit in the Collection 60 <PAGE> Account that are not both deposited and to be withdrawn on the same day shall be invested in _____________ BANK ONE, NA – Issuer By: CHASE MANHATTAN BANK DELAWARE, not in its individual capacity but solely in its capacity as Owner Trustee By: /s/ Denis Kelly ------------------------------------------- Name: Denis Kelly Title: Assistant Vice President BANK ONE, NA TIONAL ASSOCIATION, as Trustee By: /s/ Steve M. Huebande ------------------------------------------- Name: Steve M. Huebande Title: Assistant Vice President <PAGE> EXHIBIT A-1 <PAGE> EXHIBIT A-1 TO _____________ dt 1690617 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Base Indenture: Chase Manhattan Bank – of a Premium Finance Obligation purchased by AIC, AICCO, IP Finance I, IP Finance II or IP Funding or an affiliate thereof, the related Third Party Originator. "Owner Trustee" means Chase Manhattan Bank Delaware, a Delaware banking corporation, in its capacity as owner trustee under the Trust Agreement. "Pay Out Event" shall mean, with respect to each Series of Notes, a Trust Pay _____________ Chase Manhattan Bank – Trust Account" is defined in the Granting Clause to the Base Indenture. "Trust Agreement" means the trust agreement dated as of November 5, 1999 between the Trust, as grantor, and Chase Manhattan Bank Delaware, as owner trustee. "Trust Assets" means any interest of any kind in any assets or property of any kind, tangible or intangible, real, personal or mixed, now owned or _____________ Chase Manhattan Bank – to the Trust Estate. Section 15.26. Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Base Indenture is executed and delivered by Chase Manhattan Bank Delaware, not individually or personally but solely as Owner Trustee (in such capacity, the "Owner Trustee") under the Trust Agreement, in the exercise of the powers and authority conferred and _____________ Chase Manhattan Bank – Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Chase Manhattan Bank Delaware but is made and intended for the purpose of binding only the Issuer and (c) under no circumstances shall Chase Manhattan Bank Delaware be personally liable for the payment _____________ Chase Manhattan Bank – as personal representations, undertakings and agreements by Chase Manhattan Bank Delaware but is made and intended for the purpose of binding only the Issuer and (c) under no circumstances shall Chase Manhattan Bank Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant _____________ dt 1666622 ; First National First National Bank of Chicago ( Financial ) As referenced in this Base Indenture: First National Bank of Chicago) – and Servicing Agreement, dated as of April 14, 1998, among AIR, as Transferor, AIC and AICCO, as Original Transferors and Servicers and Bank One, National Association (formerly known as The First National Bank of Chicago) , as trustee. "Purchase Agreement" has the meaning specified in the introductory clauses hereto. "Reaffirmation Date" means (i) each Addition Date and (ii) the date of any Increase in any _____________ dt 1681861
Preview Full Doc	2007	By - Laws By - Laws (30K) Doc #2995232: Click preview link for longer preview. BY - LAWS OF AIG PROGRAM FUNDING, INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of Corporation Service Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof. SECTION 2. OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors . . . 2995232	AIG American International Group Inc. ( Property & Casualty Insurance )
Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (39K) Doc #253858: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of October 5, 2001 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of up to $8,625,000 aggregate principal amount of RAPIDS(SM), Return Accelerated PortfolIo Debt Securities Notes Due November 5, 2002 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "Indenture"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. Calculations and Information Provided. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Starting Value of each of the Underlying Equity Securities in the Basket, (c) the Ending Value of each of the Underlying Equity Securities in the Basket, (d) the Adjusted Value for each of the Underlying Equity Securities in the Basket, (e) the sum of the Adjusted Values for all of the Underlying Equity Securities in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (g) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (h) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. -------- "RAPIDS" is a servicemark of Lehman Brothers Inc. {PAGE} 2 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. 4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. Terms and Conditions. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {PAGE} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property or affairs, for 253858	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Calculation Agency Agreement: American International Group, Inc – 7,500,000 aggregate principal amount of the Securities. {PAGE} 8 "Starting Multiplier" shall mean, for each Underlying Equity Security, the following: Starting Multiplier Underlying Equity Security (number of shares) -------------------------- ------------------ American International Group, Inc . 1.274697 AOL Time Warner Inc. 3.039514 Citigroup Inc. 2.366864 Exxon Mobil Corporation 2.500625 General Electric Corporation 2.628121 Intel Corporation 5.117707 Internal Business Machines _____________ American International Group, Inc – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: American International Group, Inc ., AOL Time Warner Inc., Citigroup Inc., Exxon Mobil Corporation, General Electric Corporation, Intel Corporation, International Business Machines Corporation, Microsoft Corporation, Pfizer Inc. and Wal-Mart Stores, Inc. The Underlying _____________ dt 1483319 ; Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – Accelerated PortfolIo Debt Securities Notes Due November 5, 2002 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A.* , as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478106 ; Exxon Mobil Exxon Mobil Corp. ;	Intel Intel Corp. ( Semiconductors ) ; IBM International Business Machines Corp. ( Computer Hardware ) ; More...
Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (40K) Doc #253860: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of October 5, 2001 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of up to $8,625,000 aggregate principal amount of RAPIDS(sm), Return Accelerated PortfolIo Debt Securities Notes Due November 5, 2002 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "Indenture"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. Calculations and Information Provided. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Starting Value of each of the Underlying Equity Securities in the Basket, (c) the Ending Value of each of the Underlying Equity Securities in the Basket, (d) the Adjusted Value for each of the Underlying Equity Securities in the Basket, (e) the sum of the Adjusted Values for all of the Underlying Equity Securities in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (g) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (h) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. ---------------------------- "RAPIDS" is a servicemark of Lehman Brothers Inc. {PAGE} 2 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. 4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. Terms and Conditions. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {PAGE} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property 253860	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Calculation Agency Agreement: American International Group, Inc – principal amount of the Securities. {PAGE} 8 "Starting Multiplier" shall mean, for each Underlying Equity Security, the following: {TABLE} {CAPTION} Underlying Equity Security Starting Multiplier (number of shares) -------------------------- -------------------------------------- {S} {C} American International Group, Inc . 1.274697 AOL Time Warner Inc. 3.039514 Citigroup Inc. 2.366864 Exxon Mobil Corporation 2.500625 General Electric Corporation 2.628121 Intel Corporation 5.117707 Internal Business Machines _____________ American International Group, Inc – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: American International Group, Inc ., AOL Time Warner Inc., Citigroup Inc., Exxon Mobil Corporation, General Electric Corporation, Intel Corporation, International Business Machines Corporation, Microsoft Corporation, Pfizer Inc. and Wal-Mart Stores, Inc. The Underlying _____________ dt 1483320 ; Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – Accelerated PortfolIo Debt Securities Notes Due November 5, 2002 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A.* , as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478107 ; Exxon Mobil Exxon Mobil Corp. ;	Intel Intel Corp. ( Semiconductors ) ; IBM International Business Machines Corp. ( Computer Hardware ) ; More...
Preview Full Doc	2003	Code of Ethics Code of Ethics (49K) Doc #156768: Click preview link for longer preview. CODE OF ETHICS APPLICABILITY AIG SUNAMERICA ASSET MANAGEMENT CORP., SUNAMERICA CAPITAL SERVICES, INC., ANCHOR PATHWAY FUND, ANCHOR SERIES TRUST, SUNAMERICA STYLE SELECT SERIES, INC., SUNAMERICA EQUITY FUNDS, SUNAMERICA INCOME FUNDS, SUNAMERICA MONEY MARKET FUNDS, INC., SUNAMERICA SERIES TRUST, SUNAMERICA STRATEGIC INVESTMENT SERIES, INC., SEASONS SERIES TRUST, SUNAMERICA SENIOR FLOATING RATE FUND, INC., THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, VALIC COMPANY I, VALIC COMPANY II I. PURPOSE AIG SunAmerica Asset Management Corp. ("SAAMCo") and The Variable Annuity Life Insurance Company ("VALIC") (collectively, the "Advisers") have a fiduciary duty to act solely for the benefit of investment clients. This Code of Ethics (the "Code") has been adopted in accordance with Section (b) of Rule 17j-1 (the "Rule") under the Investment Company Act of 1940, as amended (the "Act"). The Rule prohibits fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment clients, if effected by associated persons of such companies. The purpose of this Code is to provide policies and procedures consistent with the Act. It is unlawful for any affiliated person of the principal underwriter or investment adviser of a registered investment company, in connection with the purchase or sale of a security held or to be acquired by such registered investment company, to: (1) employ any device, scheme or artifice to defraud such registered investment company; (2) make any untrue statement of a material fact to such registered investment company or omit a material fact necessary in order to make statements to the registered investment company, in light of the circumstances under which they are made, not misleading; (3) engage in any act, practice or course of business that operates or would operate as fraud or deceit with respect to such registered investment company; or (4) engage in any manipulative practice with respect to such registered investment company. In addition, it is clearly in the Advisers' best interest as professional investment advisory organizations to avoid conflicts of interest or even the appearance of such conflicts of interest. While it is impossible to anticipate all instances of potential conflict, Access Persons, as defined herein, have a duty to routinely act in the best interest of the Advisers and their investment clients. II. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES In light of their professional and legal responsibilities, the Advisers believe that it is appropriate to restate and periodically distribute the Code to all Access Persons. The Advisers' aim is to be as reasonable as possible with respect to internal procedures, while simultaneously protecting the organization and its clients from damage that could arise from a situation involving a real or apparent conflict of interest. While it is not possible to identify all possible situations in which conflicts might arise, this Code is designed to set forth the Advisers' policy regarding the conduct of Access Persons, as defined herein, in those situations in which conflicts are most likely to develop. Page 1 {PAGE} As a general fiduciary principle: (1) it is imperative that Access Persons who work with investment clients avoid any situation that might comprise or call into question their duty to always consider the best interests of clients; (2) Access Persons' personal securities transactions must be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of the Access Person's position of trust and responsibility; and (3) Access Persons should not take inappropriate advantage of their position. If you have any doubt as to the propriety of any activity, you should consult the Review Officer as defined in the following section. III. DEFINITIONS A. "ADVISER" means AIG SunAmerica Asset Management Corp. ("SAAMCo") and/or The Variable Annuity Life Insurance Company ("VALIC"). B. "ACCESS PERSON", as defined herein means: (1) any trustee, director, officer, general partner or Advisory Person of the Investment Client or Adviser; (2) any director or officer of the Underwriter who in the ordinary course of business makes, participates in, or obtains information regarding the purchase or sale of securities for the Investment Client or whose functions or duties as part of the ordinary course of business relate to the making of any recommendation to the Investment Client regarding the purchase or sale of securities; and (3) any other persons designated by the Review Officer as having access to current trading information for Investment Clients. C. "ADVISORY PERSON", as defined herein means: (1) any SAAMCo/VALIC Access Person or any Access Person of any company in a control relationship to the Investment Client and/or Adviser who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by an Investment Client; and whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship, or deemed by the Review Officer to be in a control relationship, to the Investment Client or Adviser who obtains information concerning the recommendations made to an Investment Client with regard to the purchase or sale of a security. NOTE: Examples of Advisory Persons are Investment Client Portfolio Managers, Traders, and Analysts. D. "AFFILIATED COMPANY" means a company, which is an affiliated person as 156768	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Code of Ethics: American International Group, Inc – does not in fact influence or control such transactions; C. purchases or sales of securities which are not eligible for purchase or sale by Investment Clients, [e.g., shares of American International Group, Inc . ("AIG")], and which are not related economically to securities purchased, sold or held by the Investment Client; D. securities transactions which are non-volitional on the part of either _____________ dt 1483313 ; AIG SunAmerica Asset Management Corp.;	Variable Annuity Life Insurance Company; Valic Co
Preview Full Doc	2003	Code of Ethics Code of Ethics (49K) Doc #172970: Click preview link for longer preview. CODE OF ETHICS APPLICABILITY AIG SUNAMERICA ASSET MANAGEMENT CORP., SUNAMERICA CAPITAL SERVICES, INC., ANCHOR PATHWAY FUND, ANCHOR SERIES TRUST, SUNAMERICA STYLE SELECT SERIES, INC., SUNAMERICA EQUITY FUNDS, SUNAMERICA INCOME FUNDS, SUNAMERICA MONEY MARKET FUNDS, INC., SUNAMERICA SERIES TRUST, SUNAMERICA STRATEGIC INVESTMENT SERIES, INC., SEASONS SERIES TRUST, SUNAMERICA SENIOR FLOATING RATE FUND, INC., THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, VALIC COMPANY I, VALIC COMPANY II I. PURPOSE AIG SunAmerica Asset Management Corp. ("SAAMCo") and The Variable Annuity Life Insurance Company ("VALIC") (collectively, the "Advisers") have a fiduciary duty to act solely for the benefit of investment clients. This Code of Ethics (the "Code") has been adopted in accordance with Section (b) of Rule 17j-1 (the "Rule") under the Investment Company Act of 1940, as amended (the "Act"). The Rule prohibits fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment clients, if effected by associated persons of such companies. The purpose of this Code is to provide policies and procedures consistent with the Act. It is unlawful for any affiliated person of the principal underwriter or investment adviser of a registered investment company, in connection with the purchase or sale of a security held or to be acquired by such registered investment company, to: (1) employ any device, scheme or artifice to defraud such registered investment company; (2) make any untrue statement of a material fact to such registered investment company or omit a material fact necessary in order to make statements to the registered investment company, in light of the circumstances under which they are made, not misleading; (3) engage in any act, practice or course of business that operates or would operate as fraud or deceit with respect to such registered investment company; or (4) engage in any manipulative practice with respect to such registered investment company. In addition, it is clearly in the Advisers' best interest as professional investment advisory organizations to avoid conflicts of interest or even the appearance of such conflicts of interest. While it is impossible to anticipate all instances of potential conflict, Access Persons, as defined herein, have a duty to routinely act in the best interest of the Advisers and their investment clients. II. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES In light of their professional and legal responsibilities, the Advisers believe that it is appropriate to restate and periodically distribute the Code to all Access Persons. The Advisers' aim is to be as reasonable as possible with respect to internal procedures, while simultaneously protecting the organization and its clients from damage that could arise from a situation involving a real or apparent conflict of interest. While it is not possible to identify all possible situations in which conflicts might arise, this Code is designed to set forth the Advisers' policy regarding the conduct of Access Persons, as defined herein, in those situations in which conflicts are most likely to develop. Page 1 {PAGE} As a general fiduciary principle: (1) it is imperative that Access Persons who work with investment clients avoid any situation that might comprise or call into question their duty to always consider the best interests of clients; (2) Access Persons' personal securities transactions must be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of the Access Person's position of trust and responsibility; and (3) Access Persons should not take inappropriate advantage of their position. If you have any doubt as to the propriety of any activity, you should consult the Review Officer as defined in the following section. III. DEFINITIONS A. "ADVISER" means AIG SunAmerica Asset Management Corp. ("SAAMCo") and/or The Variable Annuity Life Insurance Company ("VALIC"). B. "ACCESS PERSON", as defined herein means: (1) any trustee, director, officer, general partner or Advisory Person of the Investment Client or Adviser; (2) any director or officer of the Underwriter who in the ordinary course of business makes, participates in, or obtains information regarding the purchase or sale of securities for the Investment Client or whose functions or duties as part of the ordinary course of business relate to the making of any recommendation to the Investment Client regarding the purchase or sale of securities; and (3) any other persons designated by the Review Officer as having access to current trading information for Investment Clients. C. "ADVISORY PERSON", as defined herein means: (1) any SAAMCo/VALIC Access Person or any Access Person of any company in a control relationship to the Investment Client and/or Adviser who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by an Investment Client; and whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship, or deemed by the Review Officer to be in a control relationship, to the Investment Client or Adviser who obtains information concerning the recommendations made to an Investment Client with regard to the purchase or sale of a security. NOTE: Examples of Advisory Persons are Investment Client Portfolio Managers, Traders, and Analysts. D. "AFFILIATED COMPANY" means a company, which is an affiliated person as 172970	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Code of Ethics: American International Group, Inc – does not in fact influence or control such transactions; C. purchases or sales of securities which are not eligible for purchase or sale by Investment Clients, [e.g., shares of American International Group, Inc . ("AIG")], and which are not related economically to securities purchased, sold or held by the Investment Client; D. securities transactions which are non-volitional on the part of either _____________ dt 1483315 ; AIG SunAmerica Asset Management Corp.;	SunAmerica Capital Services, Inc.; Valic Co II
Preview Full Doc	2006	Code of Ethics Code of Ethics (48K) Doc #2509312: Click preview link for longer preview. DEFINITIONS................................................................ 4 I. INTRODUCTION.......................................................... 6 A. PURPOSE............................................................... 6 B. COMPLIANCE WITH THIS CODE............................................. 6 1. Certificate of Compliance.......................................... 7 2. Board Approval..................................................... 7 3. Record . . . 2509312	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Code of Ethics: American International Group, Inc – of compliance with the Code. In addition to this Code, employees of the Adviser may be subject to policies and procedures which have been created by or on behalf of American International Group, Inc . (AIG). This Code shall not supersede any such policies or procedures established by AIG. You are required to report any violations of this Code to the Chief Compliance Officer ( _____________ American International Group, Inc – issued by agencies or instrumentalities of, or unconditionally guaranteed by, the U.S. Government. 10. Any purchases or sales of fixed-income Securities issued by foreign governments. 11. Purchases of American International Group, Inc . ("AIG") common stock through AIG's Employee Stock Purchase Plan. 12. Any purchases or sales of shares of registered closed-end investment companies. 13. Securities purchased or sold in _____________ dt 1617151 ;	Valic Co I Valic Co I
Preview Full Doc	2006	Code of Ethics Code of Ethics (48K) Doc #2533955: Click preview link for longer preview. DEFINITIONS................................................................ 4 I. INTRODUCTION.......................................................... 6 A. PURPOSE............................................................... 6 B. COMPLIANCE WITH THIS CODE............................................. 6 1. Certificate of Compliance.......................................... 7 2. Board Approval..................................................... 7 3. Record . . . 2533955	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Code of Ethics: American International Group, Inc – of compliance with the Code. In addition to this Code, employees of the Adviser may be subject to policies and procedures which have been created by or on behalf of American International Group, Inc . (AIG). This Code shall not supersede any such policies or procedures established by AIG. You are required to report any violations of this Code to the Chief Compliance Officer ( _____________ American International Group, Inc – issued by agencies or instrumentalities of, or unconditionally guaranteed by, the U.S. Government. 10. Any purchases or sales of fixed-income Securities issued by foreign governments. 11. Purchases of American International Group, Inc . ("AIG") common stock through AIG's Employee Stock Purchase Plan. 12. Any purchases or sales of shares of registered closed-end investment companies. 13. Securities purchased or sold in _____________ dt 1617153 ;	Valic Co I Valic Co I
Preview Full Doc	2004	Credit Agreement Credit Agreement (226K) Doc #356379: Click preview link for longer preview. CREDIT AGREEMENT Dated as of March 26, 2004 among GEVITY HR, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER, as the Guarantors, and BANK OF AMERICA, N.A., as the Lender {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} ARTICLE I DEFINITIONS AND ACCOUNTING TERMS........................................................ 1 1.01 Defined Terms.................................................................... 1 1.02 Other Interpretive Provisions.................................................... 16 1.03 Accounting Terms; Financial Covenant Calculations................................ 17 1.04 Rounding......................................................................... 17 1.05 References to Agreements and Laws................................................ 17 1.06 Times of Day..................................................................... 17 1.07 Letter of Credit Amounts......................................................... 17 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS.................................................. 18 2.01 Revolving Loans.................................................................. 18 2.02 Letters of Credit................................................................ 18 2.03 Prepayments...................................................................... 21 2.04 Termination or Reduction of Commitments.......................................... 22 2.05 Repayment of Loans............................................................... 22 2.06 Interest......................................................................... 22 2.07 Commitment Fee................................................................... 22 2.08 Computation of Interest and Fees................................................. 23 2.09 Evidence of Debt................................................................. 23 2.10 Payments Generally............................................................... 23 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY................................................ 24 3.01 Taxes............................................................................ 24 3.02 Increased Cost and Reduced Return; Capital Adequacy.............................. 25 3.03 Matters Applicable to all Requests for Compensation.............................. 26 3.04 Survival......................................................................... 26 ARTICLE IV GUARANTY............................................................................... 26 4.01 The Guaranty..................................................................... 26 4.02 Obligations Unconditional........................................................ 26 4.03 Reinstatement.................................................................... 27 4.04 Certain Additional Waivers....................................................... 27 4.05 Remedies......................................................................... 27 4.06 Rights of Contribution........................................................... 28 4.07 Guarantee of Payment; Continuing Guarantee....................................... 28 ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS............................................... 28 5.01 Conditions of Initial Credit Extension........................................... 28 5.02 Conditions to all Credit Extensions.............................................. 29 ARTICLE VI REPRESENTATIONS AND WARRANTIES......................................................... 30 6.01 Existence, Qualification and Power............................................... 30 6.02 Authorization; No Contravention.................................................. 30 6.03 Governmental Authorization; Other Consents....................................... 31 6.04 Binding Effect................................................................... 31 6.05 Financial Statements; No Material Adverse Effect................................. 31 6.06 Litigation....................................................................... 31 {/TABLE} i {PAGE} {TABLE} {S} {C} 6.07 No Default....................................................................... 32 6.08 Ownership of Property; Liens..................................................... 32 6.09 Environmental Compliance......................................................... 32 6.10 Insurance........................................................................ 33 6.11 Taxes............................................................................ 33 6.12 ERISA Compliance................................................................. 33 6.13 Subsidiaries..................................................................... 34 6.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act... 34 6.15 Disclosure....................................................................... 34 6.16 Compliance with Laws............................................................. 34 6.17 Intellectual Property; Licenses, Etc............................................. 34 6.18 Labor Matters.................................................................... 35 6.19 Legal Name....................................................................... 35 6.20 Solvency......................................................................... 35 6.21 Holders of Permitted Preferred Stock............................................. 35 ARTICLE VII AFFIRMATIVE COVENANTS................................................................. 35 7.01 Financial Statements............................................................. 35 7.02 Certificates; Other Information.................................................. 36 7.03 Notices.......................................................................... 36 7.04 Payment of Obligations........................................................... 37 7.05 Preservation of Existence, Etc................................................... 37 7.06 Maintenance of Properties........................................................ 37 7.07 Maintenance of Insurance......................................................... 37 7.08 Compliance with Laws............................................................. 38 7.09 Books and Records................................................................ 38 7.10 Inspection Rights................................................................ 38 7.11 Use of Proceeds.................................................................. 38 7.12 Additional Subsidiaries.......................................................... 38 7.13 ERISA Compliance................................................................. 39 ARTICLE VIII NEGATIVE COVENANTS................................................................... 39 8.01 Liens............................................................................ 39 8.02 Investments...................................................................... 40 8.03 Indebtedness..................................................................... 41 8.04 Fundamental Changes.............................................................. 41 8.05 Dispositions..................................................................... 42 8.06 Restricted Payments.............................................................. 42 8.07 Change in Nature of Business..................................................... 42 8.08 Transactions with Affiliates and Insiders........................................ 42 8.09 Burdensome Agreements............................................................ 43 8.10 Use of Proceeds.................................................................. 43 8.11 Financial Covenants.............................................................. 43 8.12 Amendments and Payments with Respect to Other Indebtedness, Etc.................. 44 8.13 Organization Documents; Fiscal Year.............................................. 44 8.14 Ownership of Subsidiaries........................................................ 44 8.15 Sale Leasebacks.................................................................. 45 8.16 Workers' Compensation............................................................ 45 {/TABLE} ii {PAGE} {TABLE} {S} {C} ARTICLE IX EVENTS OF DEFAULT AND REMEDIES......................................................... 45 9.01 Events of Default................................................................ 45 9.02 Remedies Upon Event of Default................................................... 47 9.03 Application of Funds............................................................. 47 ARTICLE X MISCELLANEOUS........................................................................... 48 10.01 Amendments, Etc.................................................................. 48 10.02 Notices and Other Communications; Facsimile Copies............................... 48 10.03 No Waiver; Cumulative Remedies................................................... 49 10.04 Attorney Costs, Expenses and Taxes............................................... 49 10.05 Indemnification by the Borrower.................................................. 49 10.06 Payments Set Aside............................................................... 50 10.07 Successors and Assigns........................................................... 50 10.08 Set-off.......................................................................... 51 10.09 Interest Rate Limitation......................................................... 51 10.10 Counterparts..................................................................... 51 10.11 Integration...................................................................... 51 10.12 Survival of Representations and Warranties....................................... 51 10.13 Severability..................................................................... 52 10.14 Confidentiality.................................................................. 52 10.15 Governing Law.................................................................... 53 10.16 Waiver of Jury Trial............................................................. 53 10.17 U.S. Patriot Act Notice.......................................................... 53 {/TABLE} iii {PAGE} SCHEDULES 1.01 Change of Control 6.13 Subsidiaries 6.19 Legal Name 6.21 Holders of Permitted Preferred Stock 8.01 Liens Existing on the Closing Date 8.02 Investments Existing on the Closing Date 8.03 Indebtedness Existing on the Closing Date 10.02 Notice Addresses EXHIBITS A Form of Loan Notice B Form of Revolving Note C Form of Compliance Certificate D Form of Joinder Agreement iv {PAGE} CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of March 26, 2004 among GEVITY HR, INC., a Florida corporation, the "Borrower"), the Guarantors (defined herein) and BANK OF AMERICA, N.A. (the "Lender"). The Borrower has requested that the Lender provide $35,000,000 in credit facilities for the purposes set forth herein, and the Lender is willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition", by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, all or any substantial portion of the Property of another Person or at least a majority of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise. "Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 5% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent. "Agreement" means this Credit Agreement, as amended, modified, supplemented and extended from time to time. "AIG" means the member insurance companies of American International Group, Inc. and its successors. "Applicable Rate" means in the case of the Revolving Loans and the Letters of Credit, the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Lender pursuant to Section 7.02(a): {PAGE} {TABLE} {CAPTION} APPLICABLE RATE FOR PRICING CONSOLIDATED EURODOLLAR RATE LETTER OF CREDIT APPLICABLE RATE FOR PRIME LEVEL LEVERAGE RATIO LOANS FEE RATE LOANS ------------------------------------------------------------------------------------------------------- {S} {C} {C} {C} {C} I Less than or equal to 0.5 1.75% 1.75% 0.75%% II Less than or equal to 1.0 but greater 2.00% 2.00% 1.00% than 0.5 III Less than or equal to 1.5 but greater than 1.0 2.25% 2.25% 1.25% {/TABLE} Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level III shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first Business Day immediately following the date a Compliance Certificate is delivered in accordance with Section 7.02(a), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate. Notwithstanding the foregoing the Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a) for the fiscal quarter ending March 31, 2004 shall be determined based on Pricing Level II. "Attributable Indebtedness" means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease of any Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease and (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Lender in its reasonable judgment. "Audited Financial Statements" means the audited balance sheet of the Borrower and its Subsidiaries as of December 31, 2003, and the related statements of income or operations, consolidated and consolidating shareholders' equity and cash flows for the year ended December 31, 2003 for the Borrower and its Subsidiaries, including the notes thereto. "Borrower" has the meaning specified in the introductory paragraph hereto. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of Florida and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market. "Businesses" means, at any time, a collective reference to the businesses operated by the Borrower and its Subsidiaries at such time. 2 {PAGE} "Capital Lease" means, as applied to any Person, any lease of any Property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person. "Capital Stock" means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or 356379	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Credit Agreement: American International Group, Inc – of directors, managing general partners or the equivalent. "Agreement" means this Credit Agreement, as amended, modified, supplemented and extended from time to time. "AIG" means the member insurance companies of American International Group, Inc . and its successors. "Applicable Rate" means in the case of the Revolving Loans and the Letters of Credit, the following percentages per annum, based upon the Consolidated Leverage Ratio _____________ dt 733881 ; Gevity HR Inc. Gevity HR Inc. As referenced in this Credit Agreement: GEVITY HR, INC – DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}5 {FILENAME}g88159exv10w1.txt {DESCRIPTION}EX-10.1 CREDIT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.1 CREDIT AGREEMENT Dated as of March 26, 2004 among GEVITY HR, INC ., as the Borrower, THE SUBSIDIARIES OF THE BORROWER, as the Guarantors, and BANK OF AMERICA, N.A., as the Lender {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} _____________ GEVITY HR, INC – Form of Revolving Note C Form of Compliance Certificate D Form of Joinder Agreement iv {PAGE} CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of March 26, 2004 among GEVITY HR, INC ., a Florida corporation, the "Borrower"), the Guarantors (defined herein) and BANK OF AMERICA, N.A. (the "Lender"). The Borrower has requested that the Lender provide $35,000,000 in _____________ GEVITY HR, INC – with the Act. [SIGNATURE PAGES FOLLOW] 53 {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. BORROWER: GEVITY HR, INC ., a Florida corporation By: /s/ Gregory M. Nichols ---------------------------------------- Name: Gregory M. Nichols Title: GUARANTORS: GEVITY HR, L.P., a Delaware limited partnership GEVITY HR II, L.P., a Delaware _____________ GEVITY HR, INC – M. Nichols Senior Vice President, General Counsel GEVITY HR XI, LLC, a New Mexico limited liability company By: /s/ Gregory M. Nichols ------------------------------ Gregory M. Nichols Senior Vice President, General Counsel GEVITY HR, INC . CREDIT AGREEMENT {PAGE} GEVITY HR XII Corp., a Florida corporation By: /s/ Gregory M. Nichols ------------------------------ Gregory M. Nichols Senior Vice President, General Counsel GEVITY HR ASO, LLC, a Delaware _____________ GEVITY HR, INC – Nichols ------------------------------ Gregory M. Nichols Senior Vice President, General Counsel STAFF LEASING, LLC, a Delaware limited liability company By: /s/ Gregory M. Nichols ------------------------------ Gregory M. Nichols Senior Vice President, General Counsel GEVITY HR, INC . CREDIT AGREEMENT {PAGE} LENDER: BANK OF AMERICA, N.A. By: /s/ Cameron Cardozo ---------------------------------------- Name: Cameron Cardozo Title: Vice President GEVITY HR, INC. CREDIT AGREEMENT {PAGE} EXHIBIT A FORM OF _____________ dt 1360852 ; Gevity HR Gevity HR, LP As referenced in this Credit Agreement: GEVITY HR, L – Agreement to be duly executed as of the date first above written. BORROWER: GEVITY HR, INC., a Florida corporation By: /s/ Gregory M. Nichols ---------------------------------------- Name: Gregory M. Nichols Title: GUARANTORS: GEVITY HR, L .P., a Delaware limited partnership GEVITY HR II, L.P., a Delaware limited partnership GEVITY HR III, L.P., a Delaware limited partnership GEVITY HR IV, L.P., a _____________ dt 745533 ;	McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – the meaning specified in Section 2.01(a). "Revolving Note" has the meaning specified in Section 2.09. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc . and any successor thereto. "Sale and Leaseback Transaction" means, with respect to the Borrower or any Subsidiary, any arrangement, directly or indirectly, with any person whereby the Borrower or _____________ dt 742066 ; ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this Credit Agreement: International Swaps and Derivatives Association – and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association , Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or _____________ dt 738617 ; More...
Preview Full Doc	2003	Credit Agreement Credit Agreement (200K) Doc #928664: Click preview link for longer preview. -2- <PAGE> $200,000,000 CREDIT AGREEMENT Dated as of July 1, 2003 among IPCRe LIMITED, as the Borrower, THE LENDERS NAMED HEREIN, CITIBANK, NA, as Syndication Agent, BARCLAYS BANK plc . . . 928664	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Credit Agreement: American International Group, Inc – Effect, which in either case is not stayed within ten (10) days. 7.14 The aggregate principal amount of Indebtedness of the Parent shall exceed $25,000,000. 7.15 American International Group, Inc . shall cease to own beneficially and of record, free and clear of all liens, other encumbrances (other than any encumbrances existing on the date of this Agreement) at least _____________ dt 1483334 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: ABN AMRO BANK, N.V., – as the Borrower, THE LENDERS NAMED HEREIN, CITIBANK, NA, as Syndication Agent, BARCLAYS BANK plc and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, ING BANK N.V., London Branch and ABN AMRO BANK, N.V., as Managing Agents, and BANK ONE, NA, as the Agent Joint Lead Arrangers and Book Runners: BANC ONE CAPITAL MARKETS, INC. and CITIGROUP GLOBAL MARKETS INC. - 3 - TABLE _____________ ABN AMRO BANK, N.V., – NATIONAL ASSOCIATION, individually and as Documentation Agent By: ______________________________________ Name: ____________________________________ Title: ___________________________________ ING BANK N.V., London Branch, individually and as Managing Agent By: ______________________________________ Name: ____________________________________ Title: ___________________________________ ABN AMRO BANK, N.V., individually and as Managing Agent By: ______________________________________ Name: ____________________________________ Title: ___________________________________ THE BANK OF BERMUDA, individually By: ______________________________________ Name: ____________________________________ Title: ___________________________________ - 2 - MELLON BANK, N.A., individually _____________ ABN AMRO Bank, N.V. – 28,000,000 ---------------------------------------------------------------------------------------------- Citibank, NA $28,000,000 ---------------------------------------------------------------------------------------------- Barclays Bank plc $28,000,000 ---------------------------------------------------------------------------------------------- Wachovia Bank, National Association $28,000,000 ---------------------------------------------------------------------------------------------- ING Bank N.V., London Branch $23,000,000 ---------------------------------------------------------------------------------------------- ABN AMRO Bank, N.V. $20,000,000 ---------------------------------------------------------------------------------------------- The Bank of Bermuda $15,000,000 ---------------------------------------------------------------------------------------------- Mellon Bank, N.A. $15,000,000 ---------------------------------------------------------------------------------------------- Royal Bank of Canada $15,000,000 ---------------------------------------------------------------------------------------------- TOTAL: $200,000,000 ---------------------------------------------------------------------------------------------- - _____________ dt 1848777 ; Citibank Citibank, NA As referenced in this Credit Agreement: CITIBANK, NA – EXHIBIT 10.1 Credit Agreement -2- $200,000,000 CREDIT AGREEMENT Dated as of July 1, 2003 among IPCRe LIMITED, as the Borrower, THE LENDERS NAMED HEREIN, CITIBANK, NA , as Syndication Agent, BARCLAYS BANK plc and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, ING BANK N.V., London Branch and ABN AMRO BANK, N.V., as Managing Agents, _____________ CITIBANK, NA – as Agent By: ______________________________________ Name: Thomas W. Doddridge Title: Director Address: Mail Code IL1-0085 1 Bank One Plaza Chicago, Illinois 60670 Telephone: (312) 732-3881 Facsimile: (312) 732-4033 CITIBANK, NA , individually and as Syndication Agent By: ______________________________________ Name: ____________________________________ Title: ___________________________________ BARCLAYS BANK plc, individually and as Documentation Agent By: ______________________________________ Name: ____________________________________ Title: ___________________________________ WACHOVIA BANK, NATIONAL _____________ Citibank, NA – Name: ____________________________________ Title: ___________________________________ ROYAL BANK OF CANADA, individually By: ______________________________________ Name: ____________________________________ Title: ___________________________________ Schedule I COMMITMENTS ---------------------------------------------------------------------------------------------- Lender Commitment ---------------------------------------------------------------------------------------------- Bank One, NA $28,000,000 ---------------------------------------------------------------------------------------------- Citibank, NA $28,000,000 ---------------------------------------------------------------------------------------------- Barclays Bank plc $28,000,000 ---------------------------------------------------------------------------------------------- Wachovia Bank, National Association $28,000,000 ---------------------------------------------------------------------------------------------- ING Bank N.V., London Branch $23,000,000 ---------------------------------------------------------------------------------------------- ABN AMRO Bank, N. _____________ dt 1866730 ;	IPC Holdings IPC Holdings, Ltd. ( Property & Casualty Insurance ) As referenced in this Credit Agreement: IPC Holdings, Ltd – Borrower to the Lenders or to any Lender, the Agent or any indemnified party arising under the Loan Documents. "Other Taxes" is defined in Section 3.5(ii). "Parent" means IPC Holdings, Ltd ., a Bermuda company. "Participants" is defined in Section 12.2.1. "Payment Date" means the last day of each March, June, September and December. - 8 - "Person" means any _____________ dt 1506873 ; Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Credit Agreement: BANC ONE CAPITAL MARKETS, INC – Documentation Agents, ING BANK N.V., London Branch and ABN AMRO BANK, N.V., as Managing Agents, and BANK ONE, NA, as the Agent Joint Lead Arrangers and Book Runners: BANC ONE CAPITAL MARKETS, INC . and CITIGROUP GLOBAL MARKETS INC. - 3 - TABLE OF CONTENTS ARTICLE I DEFINITIONS............................................................................................. 1 ARTICLE II THE CREDITS............................................................................................ 11 2.1. Commitment............................................................................................... 11 2.2. _____________ Banc One Capital Markets, Inc – managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) an entity or an Affiliate of an entity that administers or manages a Lender. "Arranger" means, collectively, Banc One Capital Markets, Inc ., a Delaware corporation, Citigroup Global Markets, Inc. and their successors in their capacities as Joint Lead Arranger and Joint Book Runner. "Article" means an article of this Agreement unless _____________ dt 1865829 ; More...

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