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Subscribers | 2003 |
Insurance Matters Agreement [Form]
Insurance Matters Agreement [Form] (40K)
Doc #189499: Click preview link for longer preview.
FORM OF
INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp
and
Piper Jaffray Companies
Dated as of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by and between
U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray Companies, a
Delaware corporation and an indirect, wholly owned subsidiary of Parent ("Piper
Jaffray", and together with Parent, the "Parties" and each a "Party").
WHEREAS, the Board of Directors of Parent has determined that it is in
the best interests of Parent and its stockholders to separate Parent's existing
businesses into two independent companies;
WHEREAS, in furtherance of the foregoing, Parent and Piper Jaffray have
entered into a Separation and Distribution Agreement, dated as of the date
hereof (the "Separation and Distribution Agreement"), and other ancillary
agreements that will govern certain matters relating to the Separation and the
relationship of Parent, Piper Jaffray and their respective Subsidiaries
following the Distribution Date; and
WHEREAS, pursuant to the Separation and Distribution Agreement, the
Parties have agreed to enter into this Agreement for the purpose of setting
forth certain agreements regarding insurance matters.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and
intending to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE I -- Definitions
Capitalized terms used in this Agreement that are not defined in
Article I or other provisions of this Agreement shall have the meanings assigned
to them in the Separation and Distribution Agreement.
1.1. "Agreement" means this Insurance Matters Agreement, including all
the Schedules hereto.
1.2. "Current Parent Policies" means Property and Casualty insurance
policies that insure Parent and one or more of its Subsidiaries or Affiliates
and that have policy periods that begin before and end after the Distribution
Date.
1.3. "Other Policies" means Property and Casualty insurance policies
with policy periods that begin and end before the Distribution Date and that
provide insurance coverage to Parent or one or more of its Subsidiaries or
Affiliates as a result of the acquisition of assets or shares of, or mergers or
consolidations with, other Persons that had previously purchased such policies
or that had succeeded to rights to obtain coverage from such policies prior to
the time of the acquisition, merger or consolidation by or with Parent or one or
more of its Subsidiaries or Affiliates.
1.4. "Prior Parent Policies" means Property and Casualty insurance
policies with policy periods that begin and end before the Distribution Date
that provide insurance coverage to Parent or one or more of its Subsidiaries or
Affiliates and that are neither Current Parent Policies nor Other Policies.
{Page}
2
1.5. "Property and Casualty" means property and casualty as that term
is commonly used in the insurance business and includes but is not limited to
liability policies (such as directors and officers liability policies,
employment practices liability policies, errors and omissions liability
policies, general liability policies), first party property policies, crime and
bond policies, mail policies, Excess SIPIC policies, excess securities policies,
and workers compensation policies.
ARTICLE II -- Current Parent Policies
2.1. With respect to the Current Parent Policies listed in Schedule A
to this Agreement, which were issued for the period from August 1, 2003 to
August 1, 2004, Parent hereby agrees, to the extent permitted by the insurance
policy or insurance contract and upon request by Piper Jaffray, to provide the
Piper Jaffray Group such insurance with respect to the Piper Jaffray Liabilities
as is afforded by those policies to the extent that Parent has the right to do
so without paying or incurring any additional premium or costs under those
policies. Prior to the currently scheduled expiration date of those policies,
August 1, 2004, unless earlier terminated by the applicable insurer, Parent
shall not cancel, terminate or amend those policies in a manner that materially
and adversely affects coverage for Piper Jaffray or the Piper Jaffray Group.
Prior to the Distribution Date, Piper Jaffray shall use its commercially
reasonable efforts to obtain written confirmation from the insurers that issued
those policies that Piper Jaffray and the Piper Jaffray Group shall continue to
be "Insured(s)" under those policies (as the term "Insured(s)" is defined in
those policies) from the Distribution Date to August 1, 2004. In the event that
Parent does not have the right to make Piper Jaffray and the Piper Jaffray Group
"Insureds" under those policies (or the insurers refuse to provide confirmation
of Parent's right to do so), Piper Jaffray shall at its own expense obtain
replacement coverage (or bear the risk that such coverage is not available under
the Current Parent Policies) and Parent shall not be directly or indirectly
liable for any failure on the part of Piper Jaffray to obtain coverage or
receive reimbursement under such policies from the insurers.
2.2. With respect to the Current Parent Policies listed in Schedule B
to this Agreement, the period of such policies shall be deemed to end as of the
Distribution Date insofar as Piper Jaffray and the Piper Jaffray Group are
concerned, and Piper Jaffray and the Piper Jaffray Group shall have no right to
extend the period for reporting claims, circumstances or occurrences under such
policies. Piper Jaffray shall use commercially reasonable efforts to obtain, for
the period commencing with the Distribution Date, replacement insurance policies
for risks that would otherwise have been covered by such policies, or shall
self-insure such risks and Parent shall not be directly or indirectly liable for
any failure on the part of Piper Jaffray to insure for such risks.
2.3. With respect to the coverage of the type provided by Current
Parent Policies, Piper Jaffray shall use commercially reasonable efforts to
obtain its own separate replacement policies that provide substantially
equivalent coverage with commercially appropriate limits for the period
commencing with the Distribution Date. Piper Jaffray shall inform Parent about
the replacement policies that it plans to obtain, and, with respect solely to
the first set of replacement policies obtained for the period
189499
|
Citibank
As referenced in this Insurance Matters Agreement [Form]:
Citibank N.A. – of the original
request for reimbursement and supporting information or promptly if no notice is
required, interest at the prime rate published by Citibank N.A. from time to
time, compounded monthly, shall be owed for the period beginning from 30 days
after the date of receipt of
_____________
dt 147124
;
 Citibank
As referenced in this Insurance Matters Agreement [Form]:
Citibank N.A. – of the original
request for reimbursement and supporting information or promptly if no notice is
required, interest at the prime rate published by Citibank N.A. from time to
time, compounded monthly, shall be owed for the period beginning from 30 days
after the date of receipt of
_____________
dt 147124
;
|
Piper Jaffray
As referenced in this Insurance Matters Agreement [Form]:
Piper Jaffray Companies
– 10_3.txt
{DESCRIPTION}EXHIBIT 10.3
{TEXT}
{Page}
EXHIBIT 10.3
FORM OF
INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp
and
Piper Jaffray Companies
Dated as of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by and between
U.S. Bancorp, a Delaware
_____________
Piper Jaffray Companies, – of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by and between
U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray Companies, a
Delaware corporation and an indirect, wholly owned subsidiary of Parent ("Piper
Jaffray", and together with Parent, the "Parties" and each a "
_____________
Piper Jaffray Companies
– to the other
Party) with follow-up copy by reliable overnight courier service the next
Business Day:
(a) if to Piper Jaffray, to:
Piper Jaffray Companies
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-1772
(b) if to Parent, to:
{Page}
10
U.S.
_____________
Piper Jaffray Companies
– have caused this Agreement to be duly
executed as of the day and year first above written.
U.S. Bancorp
By:
-----------------------------------
Name:
Title:
Piper Jaffray Companies
By:
-----------------------------------
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 232755
;
U.S. Bancorp
As referenced in this Insurance Matters Agreement [Form]:
U.S. Bancorp
– {DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}5
{FILENAME}a2124371zex-10_3.txt
{DESCRIPTION}EXHIBIT 10.3
{TEXT}
{Page}
EXHIBIT 10.3
FORM OF
INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp
and
Piper Jaffray Companies
Dated as of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by and between
U.S. Bancorp, a Delaware corporation ("Parent"), and
_____________
U.S. Bancorp, – INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp
and
Piper Jaffray Companies
Dated as of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by and between
U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray Companies, a
Delaware corporation and an indirect, wholly owned subsidiary of Parent ("Piper
Jaffray", and together with Parent, the "Parties" and each
_____________
U.S. Bancorp
– Day:
(a) if to Piper Jaffray, to:
Piper Jaffray Companies
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-1772
(b) if to Parent, to:
{Page}
10
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-0898
All such notices, requests and other communications shall be deemed received on
the date of receipt
_____________
U.S. Bancorp
– way the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
U.S. Bancorp
By:
-----------------------------------
Name:
Title:
Piper Jaffray Companies
By:
-----------------------------------
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1442430
|
| Preview
Subscribers | 2003 |
Insurance Matters Agreement [Form]
Insurance Matters Agreement [Form] (41K)
Doc #189504: Click preview link for longer preview.
FORM OF INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp and Piper Jaffray Corporation
Dated as of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by
and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray
Companies, a Delaware corporation and an indirect, wholly owned subsidiary of
Parent ("Piper Jaffray", and together with Parent, the "Parties" and each a
"Party").
WHEREAS, the Board of Directors of Parent has determined that
it is in the best interests of Parent and its stockholders to separate Parent's
existing businesses into two independent companies;
WHEREAS, in furtherance of the foregoing, Parent and Piper
Jaffray have entered into a Separation and Distribution Agreement, dated as of
the date hereof (the "Separation and Distribution Agreement"), and other
ancillary agreements that will govern certain matters relating to the Separation
and the relationship of Parent, Piper Jaffray and their respective Subsidiaries
following the Distribution Date; and
WHEREAS, pursuant to the Separation and Distribution
Agreement, the Parties have agreed to enter into this Agreement for the purpose
of setting forth certain agreements regarding insurance matters.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and
intending to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE I -- Definitions
Capitalized terms used in this Agreement that are not defined
in Article I or other provisions of this Agreement shall have the meanings
assigned to them in the Separation and Distribution Agreement.
1.1. "Agreement" means this Insurance Matters Agreement,
including all the Schedules hereto.
1.2. "Current Parent Policies" means Property and Casualty
insurance policies that insure Parent and one or more of its Subsidiaries or
Affiliates and that have policy periods that begin before and end after the
Distribution Date.
1.3. "Other Policies" means Property and Casualty
insurance policies with policy periods that begin and end before the
Distribution Date and that provide insurance coverage to Parent or one or more
of its Subsidiaries or Affiliates as a result of the acquisition of assets or
shares of, or mergers or consolidations with, other Persons that had previously
purchased such policies or that had succeeded to rights to obtain coverage from
such policies prior to the time of the acquisition, merger or consolidation by
or with Parent or one or more of its Subsidiaries or Affiliates.
1.4. "Prior Parent Policies" means Property and Casualty
insurance policies with policy periods that begin and end before the
Distribution Date that provide insurance coverage to Parent or one or more of
its Subsidiaries or Affiliates and that are neither Current Parent Policies nor
Other Policies.
{Page}
-2-
1.5. "Property and Casualty" means property and casualty
as that term is commonly used in the insurance business and includes but is not
limited to liability policies (such as directors and officers liability
policies, employment practices liability policies, errors and omissions
liability policies, general liability policies), first party property policies,
crime and bond policies, mail policies, Excess SIPIC policies, excess securities
policies, and workers compensation policies.
ARTICLE II -- Current Parent Policies
2.1. With respect to the Current Parent Policies listed in
Schedule A to this Agreement, which were issued for the period from August 1,
2003 to August 1, 2004, Parent hereby agrees, to the extent permitted by the
insurance policy or insurance contract and upon request by Piper Jaffray, to
provide the Piper Jaffray Group such insurance with respect to the Piper Jaffray
Liabilities as is afforded by those policies to the extent that Parent has the
right to do so without paying or incurring any additional premium or costs under
those policies. Prior to the currently scheduled expiration date of those
policies, August 1, 2004, unless earlier terminated by the applicable insurer,
Parent shall not cancel, terminate or amend those policies in a manner that
materially and adversely affects coverage for Piper Jaffray or the Piper Jaffray
Group. Prior to the Distribution Date, Piper Jaffray shall use its commercially
reasonable efforts to obtain written confirmation from the insurers that issued
those policies that Piper Jaffray and the Piper Jaffray Group shall continue to
be "Insured(s)" under those policies (as the term "Insured(s)" is defined in
those policies) from the Distribution Date to August 1, 2004. In the event that
Parent does not have the right to make Piper Jaffray and the Piper Jaffray Group
"Insureds" under those policies (or the insurers refuse to provide confirmation
of Parent's right to do so), Piper Jaffray shall at its own expense obtain
replacement coverage (or bear the risk that such coverage is not available under
the Current Parent Policies) and Parent shall not be directly or indirectly
liable for any failure on the part of Piper Jaffray to obtain coverage or
receive reimbursement under such policies from the insurers.
2.2. With respect to the Current Parent Policies listed in
Schedule B to this Agreement, the period of such policies shall be deemed to end
as of the Distribution Date insofar as Piper Jaffray and the Piper Jaffray Group
are concerned, and Piper Jaffray and the Piper Jaffray Group shall have no right
to extend the period for reporting claims, circumstances or occurrences under
such policies. Piper Jaffray shall use commercially reasonable efforts to
obtain, for the period commencing with the Distribution Date, replacement
insurance policies for risks that would otherwise have been covered by such
policies, or shall self-insure such risks and Parent shall not be directly or
indirectly liable for any failure on the part of Piper Jaffray to insure for
such risks.
2.3. With respect to the coverage of the type provided by
Current Parent Policies, Piper Jaffray shall use commercially reasonable efforts
to obtain its own separate replacement policies that provide substantially
equivalent coverage with commercially appropriate limits for the period
commencing with the Distribution Date. Piper Jaffray shall inform Parent about
the replacement policies that it plans to obtain, and, with respect solely to
the first set of replacement policies obtained for the period
189504
|
Citibank
As referenced in this Insurance Matters Agreement [Form]:
Citibank N.A. – of the original
request for reimbursement and supporting information or promptly if no notice is
required, interest at the prime rate published by Citibank N.A. from time to
time, compounded monthly, shall be owed for the period beginning from 30 days
after the date of receipt of
_____________
dt 147125
;
Citibank
As referenced in this Insurance Matters Agreement [Form]:
Citibank N.A. – of the original
request for reimbursement and supporting information or promptly if no notice is
required, interest at the prime rate published by Citibank N.A. from time to
time, compounded monthly, shall be owed for the period beginning from 30 days
after the date of receipt of
_____________
dt 147125
;
|
Piper Jaffray
As referenced in this Insurance Matters Agreement [Form]:
Piper Jaffray
Companies, – of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by
and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray
Companies, a Delaware corporation and an indirect, wholly owned subsidiary of
Parent ("Piper Jaffray", and together with Parent, the "Parties" and each a
"
_____________
Piper Jaffray Companies
– to the other Party) with follow-up copy by
reliable overnight courier service the next Business Day:
(a) if to Piper Jaffray, to:
Piper Jaffray Companies
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-1772
(b) if to Parent, to:
{Page}
-10-
U.S.
_____________
Piper Jaffray Companies
– have caused this Agreement to
be duly executed as of the day and year first above written.
U.S. Bancorp
By:
--------------------------------------
Name:
Title:
Piper Jaffray Companies
By:
--------------------------------------
-13-
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 232756
;
U.S. Bancorp
As referenced in this Insurance Matters Agreement [Form]:
U.S. Bancorp – {DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}9
{FILENAME}a2119016zex-10_3.txt
{DESCRIPTION}EXHIBIT 10.3
{TEXT}
{Page}
Exhibit 10.3
FORM OF INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp and Piper Jaffray Corporation
Dated as of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by
and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper
_____________
U.S. Bancorp, – INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp and Piper Jaffray Corporation
Dated as of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by
and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray
Companies, a Delaware corporation and an indirect, wholly owned subsidiary of
Parent ("Piper Jaffray", and together with Parent, the "Parties" and each
_____________
U.S. Bancorp
– Day:
(a) if to Piper Jaffray, to:
Piper Jaffray Companies
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-1772
(b) if to Parent, to:
{Page}
-10-
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-0898
All such notices, requests and other communications shall be deemed received on
the date of receipt
_____________
U.S. Bancorp
– way the meaning or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the day and year first above written.
U.S. Bancorp
By:
--------------------------------------
Name:
Title:
Piper Jaffray Companies
By:
--------------------------------------
-13-
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1442431
|
| Preview
Subscribers | 2001 |
Financial Matters Agreement [Form]
Financial Matters Agreement [Form] (37K)
Doc #313533: Click preview link for longer preview.
Form Of
Financial Matters Agreement
This Financial Matters Agreement is entered into as of this [ ] day of [
], 2001 by and between USX Corporation, a Delaware corporation ("Parent") and
United States Steel LLC, a Delaware limited liability company ("Steel").
WITNESSETH
WHEREAS, Steel is a wholly owned subsidiary of Parent; and
WHEREAS, Parent, Steel and another corporation named USX Corporation ("Old
USX") were parties to a Holding Company Reorganization Agreement dated as of
July 1, 2001 (the "Reorganization Agreement"); and
WHEREAS, the Reorganization Agreement was entered into to better align the
assets and liabilities of Old USX with its two classes of common stock, namely
USX--Marathon Group Common Stock and USX--U.S. Steel Group Common Stock; and
WHEREAS, in connection with the Reorganization Agreement, Parent assumed
certain obligations of Old USX and Steel became liable for all other obligations
of Old USX as was required by the terms of such obligations; and
WHEREAS, to induce General Electric Credit Corporation of Delaware ("GECC")
and Southern Energy Clairton, L.L.C ("SECL") to enter into Amendment Number 1 to
the Amended and Restated Limited Partnership Agreement entered into and
effective as of June 1, 1997 by and among Steel, GECC and SECL, Parent delivered
to GECC and SECL, a guarantee dated July 2, 2001 of Steel's obligations under
the aforesaid Partnership Agreement and certain related instruments and
agreements (the "1314B Guarantee"); and
WHEREAS, to induce certain counterparties not to declare a "credit event
upon merger" under certain ISDA swap agreements, Parent executed and delivered
to various counterparties guarantees of the obligations of Steel under the
aforesaid ISDA swap agreements (the "Swap Guarantees"); and
WHEREAS, Parent and Steel are also parties to an Agreement and Plan of
Reorganization dated as of July 31, 2001 (the "Separation Agreement"), pursuant
to which, and subject to the terms and conditions set forth therein, all of the
shares of USX--U.S. Steel Group common stock will be converted into shares of
common stock of United States Steel Corporation; and
WHEREAS, Parent and Steel have identified certain obligations of Parent
that are closely related to the business of Steel; and
WHEREAS, In light of these relationships and in furtherment of the purpose
of the Reorganization Agreement and the Separation Agreement Parent and Steel
have
{PAGE}
agreed that Parent will assign these obligations to Steel and that Steel will
assume and discharge these obligations; and
WHEREAS, Parent and Steel wish to establish how certain other debt
obligations and financial matters shall be arranged.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:
Article I
Industrial Revenue Bonds
1.1 Assumption of Industrial Revenue Bond Obligations. Parent is the
--------------------------------------------------
obligor on $479,490,000 of obligations pursuant to agreements with respect to an
equal principal amount of tax exempt environmental revenue bonds issued by
various governmental issuers all of which are more particularly described on
Schedule 1.1 attached hereto (collectively, the "Industrial Revenue Bonds").
(a) For a term beginning on the date hereof and ending on the earlier of
the tenth anniversary of the Separation Effective Time (as defined in
the Separation Agreement) or December 31, 2040, Parent hereby assigns
to Steel and Steel assumes all of Parent's rights and obligations with
respect to the Industrial Revenue Bonds including, without limitation,
the obligation to pay debt service on the Industrial Revenue Bonds.
The term "debt service" is meant to include all sums due with respect
to the Industrial Revenue Bonds including, without limitation,
payments of principal, interest and premium, letter of credit fees and
expenses (incurred by either Parent or Steel or both), trustee fees
and expenses, issuer fees and expenses and remarketing fees and
expenses.
(b) During the term of this Agreement, Steel shall provide all notices and
take such other actions as may be necessary or appropriate in
connection with ongoing obligations related to the Industrial Revenue
Bonds.
Steel's obligations with respect to the Industrial Revenue Bonds shall
include payment of amounts due upon any defaults or acceleration of any of the
obligations with respect to the Industrial Revenue Bonds other than defaults
caused by Parent.
1.2 Rights of Steel. During the term of this Agreement, Steel shall have
---------------
the right to exercise all of the existing contractual rights of Parent
concerning the Industrial Revenue Bonds including all rights to the selection of
interest rates, making prepayments or granting or releasing security interests
and Parent shall use commercially reasonable efforts to assist Steel in its
exercise of such rights. Notwithstanding the foregoing, Steel shall have no
right to increase the principal amount or to change the maturity of any of the
Industrial Revenue Bonds without the prior written consent of Parent except as
set forth in Section 1.4(b).
1.3 Variable Rate Industrial Revenue Bonds. The Industrial Revenue Bonds
--------------------------------------
that are designated on Schedule 1.1 as variable rate environmental revenue bonds
are referred to as the "Variable Rate Bonds." During the term of this Agreement
Steel may
Page 2
{PAGE}
from time to time direct conversion of the Variable Rate Bonds to different
interest rate periods, and Parent shall undertake all reasonable efforts to
effectuate each such conversion. Parent will not, without the prior written
consent of Steel, convert any of the Variable Rate Bonds to a different interest
rate. Notwithstanding anything in this Agreement to the contrary, Steel's
ability to direct conversion of the Variable Rate Bonds to a different interest
rate period and maintain a given interest rate period shall be subject to
Parent's ability to maintain appropriate letters of credit respecting the
Variable Rate Bonds. Parent shall undertake commercially reasonable efforts to
obtain and maintain letters of credit and/or such other liquidity facilities
(each, a "Liquidity Facility") as may be permitted by the applicable Bond
Documents (hereinafter defined). If Parent's ability to obtain and maintain
Liquidity Facilities is reduced so that Parent's business is adversely affected
in a material way, Parent may, following timely written notice to Steel, decline
to renew one or more Liquidity Facilities with respect to one or more issues of
Variable Rate Bonds. Concurrently with said notice Parent shall supply an
opinion of an independent third party regarding the availability of Liquidity
Facilities to Parent. Steel may at any time provide substitute Liquidity
Facilities applicable to one or more issues of the Variable Rate Bonds.
1.4 Refinancing
-----------
(a) If Steel notifies Parent in writing that Steel elects to redeem
all or part of any of the Industrial Revenue Bonds and supplies adequate
funds therefor, Parent shall reasonably assist Steel to effectuate such
redemption(s) and Steel's obligations under this Agreement shall be reduced
accordingly. Parent shall not, without the prior written consent of Steel,
direct the redemption of any Industrial Revenue Bonds prior to maturity.
(b) If Steel elects to refinance all or part of any of the Industrial
Revenue Bonds through a tax-exempt refunding or otherwise, Parent shall
take all such reasonable action as may be necessary or appropriate to
reasonably assist Steel in completing the transactions contemplated by each
313533
|
Citibank
As referenced in this Financial Matters Agreement [Form]:
Citibank, N.A. – November 30, 2000 and among USX
Corporation, the Co-Agents and other Lenders party thereto, Bank of
America, N.A., as Syndication Agent, Citibank, N.A. , The Bank of Nova
Scotia and Commerzbank AG, as Documentation Agent, and Morgan Guaranty
Trust Company of New York, as Administrative Agent.
_____________
dt 341211
;
|
US Steel
As referenced in this Financial Matters Agreement [Form]:
United States Steel LLC, – This Financial Matters Agreement is entered into as of this [ ] day of [
], 2001 by and between USX Corporation, a Delaware corporation ("Parent") and
United States Steel LLC, a Delaware limited liability company ("Steel").
WITNESSETH
WHEREAS, Steel is a wholly owned subsidiary of Parent; and
WHEREAS, Parent, Steel and another
_____________
UNITED STATES STEEL LLC
– such courts.
In witness whereof this Agreement is entered into as of the day first
written above.
USX CORPORATION
By:_____________________________________
Vice President
UNITED STATES STEEL LLC
By:_____________________________________
Vice President
Page 8
{PAGE}
Schedule 1.1
Industrial Revenue Bond Obligations
1. Loan Agreement dated as of June 1,
_____________
dt 367100
;
ISDA
As referenced in this Financial Matters Agreement [Form]:
ISDA – related instruments and
agreements (the "1314B Guarantee"); and
WHEREAS, to induce certain counterparties not to declare a "credit event
upon merger" under certain ISDA swap agreements, Parent executed and delivered
to various counterparties guarantees of the obligations of Steel under the
aforesaid ISDA swap agreements (the "
_____________
ISDA – upon merger" under certain ISDA swap agreements, Parent executed and delivered
to various counterparties guarantees of the obligations of Steel under the
aforesaid ISDA swap agreements (the "Swap Guarantees"); and
WHEREAS, Parent and Steel are also parties to an Agreement and Plan of
Reorganization dated as
_____________
ISDA – terms of any of the Parent Obligations.
3.3 Contingent Obligations of Parent. Parent remains contingently liable
--------------------------------
under the 1314B Guarantee and the ISDA Guarantees. Steel agrees that it will
use commercially reasonable efforts to cause Parent to be released from the
1314B Guarantee and each
_____________
ISDA – ISDA Guarantees. Steel agrees that it will
use commercially reasonable efforts to cause Parent to be released from the
1314B Guarantee and each ISDA Guarantee and shall not increase the amounts of
the obligations guaranteed under the ISDA Guarantees without the prior written
consent of
Page
_____________
ISDA – to be released from the
1314B Guarantee and each ISDA Guarantee and shall not increase the amounts of
the obligations guaranteed under the ISDA Guarantees without the prior written
consent of
Page 4
{PAGE}
Parent. Steel further agrees to use commercially reasonable efforts to avoid
causing
_____________
dt 341074
;
More... |
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Subscribers | 2004 |
Insurance Matters Agreement
Insurance Matters Agreement (41K)
Doc #408233: Click preview link for longer preview.
INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp
and
Piper Jaffray Companies
Dated as of December 23, 2003
{PAGE}
This INSURANCE MATTERS AGREEMENT, dated as of December 23,
2003, by and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper
Jaffray Companies, a Delaware corporation and an indirect, wholly owned
subsidiary of Parent ("Piper Jaffray", and together with Parent, the "Parties"
and each a "Party").
WHEREAS, the Board of Directors of Parent has determined that
it is in the best interests of Parent and its stockholders to separate Parent's
existing businesses into two independent companies;
WHEREAS, in furtherance of the foregoing, Parent and Piper
Jaffray have entered into a Separation and Distribution Agreement, dated as of
the date hereof (the "Separation and Distribution Agreement"), and other
ancillary agreements that will govern certain matters relating to the Separation
and the relationship of Parent, Piper Jaffray and their respective Subsidiaries
following the Distribution Date; and
WHEREAS, pursuant to the Separation and Distribution
Agreement, the Parties have agreed to enter into this Agreement for the purpose
of setting forth certain agreements regarding insurance matters.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and
intending to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE I -- Definitions
Capitalized terms used in this Agreement that are not defined
in Article I or other provisions of this Agreement shall have the meanings
assigned to them in the Separation and Distribution Agreement.
1.1. "Agreement" means this Insurance Matters Agreement,
including all the Schedules hereto.
1.2. "Current Parent Policies" means Property and Casualty
insurance policies that insure Parent and one or more of its Subsidiaries or
Affiliates and that have policy periods that begin before and end after the
Distribution Date.
1.3. "Other Policies" means Property and Casualty
insurance policies with policy periods that begin and end before the
Distribution Date and that provide insurance coverage to Parent or one or more
of its Subsidiaries or Affiliates as a result of the acquisition of assets or
shares of, or mergers or consolidations with, other Persons that had previously
purchased such policies or that had succeeded to rights to obtain coverage from
such policies prior to the time of the acquisition, merger or consolidation by
or with Parent or one or more of its Subsidiaries or Affiliates.
1.4. "Prior Parent Policies" means Property and Casualty
insurance policies with policy periods that begin and end before the
Distribution Date that provide insurance coverage to Parent or one or more of
its Subsidiaries or Affiliates and that are neither Current Parent Policies nor
Other Policies.
{PAGE}
-2-
1.5. "Property and Casualty" means property and casualty
as that term is commonly used in the insurance business and includes but is not
limited to liability policies (such as directors and officers liability
policies, employment practices liability policies, errors and omissions
liability policies, general liability policies), first party property policies,
crime and bond policies, mail policies, Excess SIPIC policies, excess securities
policies, and workers compensation policies.
ARTICLE II -- Current Parent Policies
2.1. With respect to the Current Parent Policies listed in
Schedule A to this Agreement, which were issued for the period from August 1,
2003 to August 1, 2004, Parent hereby agrees, to the extent permitted by the
insurance policy or insurance contract and upon request by Piper Jaffray, to
provide the Piper Jaffray Group such insurance with respect to the Piper Jaffray
Liabilities as is afforded by those policies to the extent that Parent has the
right to do so without paying or incurring any additional premium or costs under
those policies. Prior to the currently scheduled expiration date of those
policies, August 1, 2004, unless earlier terminated by the applicable insurer,
Parent shall not cancel, terminate or amend those policies in a manner that
materially and adversely affects coverage for Piper Jaffray or the Piper Jaffray
Group. Prior to the Distribution Date, Piper Jaffray shall use its commercially
reasonable efforts to obtain written confirmation from the insurers that issued
those policies that Piper Jaffray and the Piper Jaffray Group shall continue to
be "Insured(s)" under those policies (as the term "Insured(s)" is defined in
those policies) from the Distribution Date to August 1, 2004. In the event that
Parent does not have the right to make Piper Jaffray and the Piper Jaffray Group
"Insureds" under those policies (or the insurers refuse to provide confirmation
of Parent's right to do so), Piper Jaffray shall at its own expense obtain
replacement coverage (or bear the risk that such coverage is not available under
the Current Parent Policies) and Parent shall not be directly or indirectly
liable for any failure on the part of Piper Jaffray to obtain coverage or
receive reimbursement under such policies from the insurers.
2.2. With respect to the Current Parent Policies listed in
Schedule B to this Agreement, the period of such policies shall be deemed to end
as of the Distribution Date insofar as Piper Jaffray and the Piper Jaffray Group
are concerned, and Piper Jaffray and the Piper Jaffray Group shall have no right
to extend the period for reporting claims, circumstances or occurrences under
such policies. Piper Jaffray shall use commercially reasonable efforts to
obtain, for the period commencing with the Distribution Date, replacement
insurance policies for risks that would otherwise have been covered by such
policies, or shall self-insure such risks and Parent shall not be directly or
indirectly liable for any failure on the part of Piper Jaffray to insure for
such risks.
2.3. With respect to the coverage of the type provided by
Current Parent Policies, Piper Jaffray shall use commercially reasonable efforts
to obtain its own separate replacement policies that provide substantially
equivalent coverage with commercially appropriate limits for the period
commencing with the Distribution Date. Piper Jaffray shall inform Parent about
the replacement policies that it plans to obtain, and, with respect solely to
the first set of replacement policies obtained for the period
{PAGE}
-3-
commencing with the Distribution Date, obtain the consent of Parent to the type
of coverage and the limits obtained by Piper Jaffray, provided that Parent may
not unreasonably withhold such consent.
ARTICLE III -- Rights in Policies with Inception Dates Prior to the
Distribution Date
3.1. As of the Distribution Date, Parent and the Parent
Group assign to Piper Jaffray and the Piper Jaffray Group all rights to
insurance coverage provided for Piper Jaffray Liabilities under the Current
Parent Policies, Prior Parent Policies and Other Policies in accordance with the
terms of such policies and applicable principles of law and equity, subject to
the applicable limits of such policies.
3.2. As of the Distribution Date, Parent and the Parent
Group retain all rights to insurance coverage provided for Parent Liabilities
408233
|
Citibank
As referenced in this Insurance Matters Agreement:
Citibank N.A. – 30 days after the date of receipt of the original
request for reimbursement and supporting information or promptly if no notice is
required, interest at the prime rate published by Citibank N.A. from time to
time, compounded monthly, shall be owed for the period beginning from 30 days
after the date of receipt of the original request for reimbursement and
supporting
_____________
dt 1478355
;
Citibank
As referenced in this Insurance Matters Agreement:
Citibank N.A. – 30 days after the date of receipt of the original
request for reimbursement and supporting information or promptly if no notice is
required, interest at the prime rate published by Citibank N.A. from time to
time, compounded monthly, shall be owed for the period beginning from 30 days
after the date of receipt of the original request for reimbursement and
supporting
_____________
dt 1478355
;
|
U.S. Bancorp
As referenced in this Insurance Matters Agreement:
U.S. Bancorp
– {DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}9
{FILENAME}c82510exv10w3.txt
{DESCRIPTION}INSURANCE MATTERS AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.3
INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp
and
Piper Jaffray Companies
Dated as of December 23, 2003
{PAGE}
This INSURANCE MATTERS AGREEMENT, dated as of December 23,
2003, by and between U.S. Bancorp, a Delaware
_____________
U.S. Bancorp, – by and between
U.S. Bancorp
and
Piper Jaffray Companies
Dated as of December 23, 2003
{PAGE}
This INSURANCE MATTERS AGREEMENT, dated as of December 23,
2003, by and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper
Jaffray Companies, a Delaware corporation and an indirect, wholly owned
subsidiary of Parent ("Piper Jaffray", and together with Parent, the "Parties"
and each
_____________
U.S. Bancorp
– Day:
(a) if to Piper Jaffray, to:
Piper Jaffray Companies
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-1772
(b) if to Parent, to:
{PAGE}
-10-
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-0898
All such notices, requests and other communications shall be deemed received on
the date of receipt
_____________
U.S. Bancorp
– meaning or interpretation of
this Agreement.
{PAGE}
-13-
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the day and year first above written.
U.S. Bancorp
By: /s/ Lee R. Mitau
-------------------------------
Name: Lee R. Mitau
Title: Executive Vice President
Piper Jaffray Companies
By: /s/ James L. Chosy
-------------------------------
Name: James L. Chosy
Title: Secretary
{/TEXT}
{/DOCUMENT}
_____________
dt 1442644
|
| Preview
Subscribers | 2003 |
Insurance Matters Agreement [Form]
Insurance Matters Agreement [Form] (41K)
Doc #408272: Click preview link for longer preview.
FORM OF INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp and Piper Jaffray Corporation
Dated as of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by
and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray
Companies, a Delaware corporation and an indirect, wholly owned subsidiary of
Parent ("Piper Jaffray", and together with Parent, the "Parties" and each a
"Party").
WHEREAS, the Board of Directors of Parent has determined that
it is in the best interests of Parent and its stockholders to separate Parent's
existing businesses into two independent companies;
WHEREAS, in furtherance of the foregoing, Parent and Piper
Jaffray have entered into a Separation and Distribution Agreement, dated as of
the date hereof (the "Separation and Distribution Agreement"), and other
ancillary agreements that will govern certain matters relating to the Separation
and the relationship of Parent, Piper Jaffray and their respective Subsidiaries
following the Distribution Date; and
WHEREAS, pursuant to the Separation and Distribution
Agreement, the Parties have agreed to enter into this Agreement for the purpose
of setting forth certain agreements regarding insurance matters.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and
intending to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE I -- Definitions
Capitalized terms used in this Agreement that are not defined
in Article I or other provisions of this Agreement shall have the meanings
assigned to them in the Separation and Distribution Agreement.
1.1. "Agreement" means this Insurance Matters Agreement,
including all the Schedules hereto.
1.2. "Current Parent Policies" means Property and Casualty
insurance policies that insure Parent and one or more of its Subsidiaries or
Affiliates and that have policy periods that begin before and end after the
Distribution Date.
1.3. "Other Policies" means Property and Casualty
insurance policies with policy periods that begin and end before the
Distribution Date and that provide insurance coverage to Parent or one or more
of its Subsidiaries or Affiliates as a result of the acquisition of assets or
shares of, or mergers or consolidations with, other Persons that had previously
purchased such policies or that had succeeded to rights to obtain coverage from
such policies prior to the time of the acquisition, merger or consolidation by
or with Parent or one or more of its Subsidiaries or Affiliates.
1.4. "Prior Parent Policies" means Property and Casualty
insurance policies with policy periods that begin and end before the
Distribution Date that provide insurance coverage to Parent or one or more of
its Subsidiaries or Affiliates and that are neither Current Parent Policies nor
Other Policies.
{Page}
-2-
1.5. "Property and Casualty" means property and casualty
as that term is commonly used in the insurance business and includes but is not
limited to liability policies (such as directors and officers liability
policies, employment practices liability policies, errors and omissions
liability policies, general liability policies), first party property policies,
crime and bond policies, mail policies, Excess SIPIC policies, excess securities
policies, and workers compensation policies.
ARTICLE II -- Current Parent Policies
2.1. With respect to the Current Parent Policies listed in
Schedule A to this Agreement, which were issued for the period from August 1,
2003 to August 1, 2004, Parent hereby agrees, to the extent permitted by the
insurance policy or insurance contract and upon request by Piper Jaffray, to
provide the Piper Jaffray Group such insurance with respect to the Piper Jaffray
Liabilities as is afforded by those policies to the extent that Parent has the
right to do so without paying or incurring any additional premium or costs under
those policies. Prior to the currently scheduled expiration date of those
policies, August 1, 2004, unless earlier terminated by the applicable insurer,
Parent shall not cancel, terminate or amend those policies in a manner that
materially and adversely affects coverage for Piper Jaffray or the Piper Jaffray
Group. Prior to the Distribution Date, Piper Jaffray shall use its commercially
reasonable efforts to obtain written confirmation from the insurers that issued
those policies that Piper Jaffray and the Piper Jaffray Group shall continue to
be "Insured(s)" under those policies (as the term "Insured(s)" is defined in
those policies) from the Distribution Date to August 1, 2004. In the event that
Parent does not have the right to make Piper Jaffray and the Piper Jaffray Group
"Insureds" under those policies (or the insurers refuse to provide confirmation
of Parent's right to do so), Piper Jaffray shall at its own expense obtain
replacement coverage (or bear the risk that such coverage is not available under
the Current Parent Policies) and Parent shall not be directly or indirectly
liable for any failure on the part of Piper Jaffray to obtain coverage or
receive reimbursement under such policies from the insurers.
2.2. With respect to the Current Parent Policies listed in
Schedule B to this Agreement, the period of such policies shall be deemed to end
as of the Distribution Date insofar as Piper Jaffray and the Piper Jaffray Group
are concerned, and Piper Jaffray and the Piper Jaffray Group shall have no right
to extend the period for reporting claims, circumstances or occurrences under
such policies. Piper Jaffray shall use commercially reasonable efforts to
obtain, for the period commencing with the Distribution Date, replacement
insurance policies for risks that would otherwise have been covered by such
policies, or shall self-insure such risks and Parent shall not be directly or
indirectly liable for any failure on the part of Piper Jaffray to insure for
such risks.
2.3. With respect to the coverage of the type provided by
Current Parent Policies, Piper Jaffray shall use commercially reasonable efforts
to obtain its own separate replacement policies that provide substantially
equivalent coverage with commercially appropriate limits for the period
commencing with the Distribution Date. Piper Jaffray shall inform Parent about
the replacement policies that it plans to obtain, and, with respect solely to
the first set of replacement policies obtained for the period
{Page}
-3-
commencing with the Distribution Date, obtain the consent of Parent to the type
of coverage and the limits obtained by Piper Jaffray, provided that Parent may
not unreasonably withhold such consent.
ARTICLE III -- Rights in Policies with Inception Dates Prior to the
Distribution Date
3.1. As of the Distribution Date, Parent and the Parent
Group assign to Piper Jaffray and the Piper Jaffray Group all rights to
insurance coverage provided for Piper Jaffray Liabilities under the Current
Parent Policies, Prior Parent Policies and Other Policies in accordance with the
terms of such policies and applicable principles of law and equity to the
fullest extent necessary or permitted under the law, subject to the applicable
limits of such policies.
3.2. As of the Distribution Date, Parent and the Parent
408272
|
Citibank
As referenced in this Insurance Matters Agreement [Form]:
Citibank N.A. – 30 days after the date of receipt of the original
request for reimbursement and supporting information or promptly if no notice is
required, interest at the prime rate published by Citibank N.A. from time to
time, compounded monthly, shall be owed for the period beginning from 30 days
after the date of receipt of the original request for reimbursement and
supporting
_____________
dt 1478356
;
Citibank
As referenced in this Insurance Matters Agreement [Form]:
Citibank N.A. – 30 days after the date of receipt of the original
request for reimbursement and supporting information or promptly if no notice is
required, interest at the prime rate published by Citibank N.A. from time to
time, compounded monthly, shall be owed for the period beginning from 30 days
after the date of receipt of the original request for reimbursement and
supporting
_____________
dt 1478356
;
|
U.S. Bancorp
As referenced in this Insurance Matters Agreement [Form]:
U.S. Bancorp – {DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}9
{FILENAME}a2119016zex-10_3.txt
{DESCRIPTION}EXHIBIT 10.3
{TEXT}
{Page}
Exhibit 10.3
FORM OF INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp and Piper Jaffray Corporation
Dated as of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by
and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper
_____________
U.S. Bancorp, – INSURANCE MATTERS AGREEMENT
by and between
U.S. Bancorp and Piper Jaffray Corporation
Dated as of _________, 2003
{Page}
This INSURANCE MATTERS AGREEMENT, dated as of [ ], 2003, by
and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray
Companies, a Delaware corporation and an indirect, wholly owned subsidiary of
Parent ("Piper Jaffray", and together with Parent, the "Parties" and each
_____________
U.S. Bancorp
– Day:
(a) if to Piper Jaffray, to:
Piper Jaffray Companies
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-1772
(b) if to Parent, to:
{Page}
-10-
U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-0898
All such notices, requests and other communications shall be deemed received on
the date of receipt
_____________
U.S. Bancorp
– way the meaning or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the day and year first above written.
U.S. Bancorp
By:
--------------------------------------
Name:
Title:
Piper Jaffray Companies
By:
--------------------------------------
-13-
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1442657
|