SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 23, 2000
Protective Life Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-12332 95-2492236
(State or Other Jurisdiction Commission (IRS Employer
of Incorporation File Number) Identification No.)
2801 Highway 280 South
Birmingham, Alabama 35223
(Address of Principal Executive Offices,
Including Zip Code)
Registrant's telephone number, including area code: (205) 879-9230
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Item 5. Other Events.
Protective Life Corporation (the "Company") has registered various securities
including debt securities (the "Debt Securities") pursuant to Registration
Statement No. 333-80769, as amended (the "Registration Statement"). The
securities, including the Debt Securities, were registered on Form S-3 to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933. On March 20, 2000, the Company entered into an
Underwriting Agreement (the "Underwriting Agreement") with the underwriter named
therein, relating to the offering by the Company of three series of Debt
Securities under the Registration Statement:
(i) $50,000,000 aggregate principal amount of 8.00% Notes due July
1, 2010, (ii) $40,000,000 aggregate principal amount of 8.10%
Notes due August 1, 2015 and (iii) $35,000,000 aggregate principal
amount of 8.25% Notes due October 1, 2030
(collectively, the "Offered Securities"). The Offered Securities were issued on
March 23, 2000 under the Senior Indenture, dated as of June 1, 1994, between the
Company and The Bank of New York, as trustee (the "Trustee"), as supplemented by
Supplemental Indenture No. 6, dated as of March 20, 2000 (the "Supplemental
Indenture"). Each of (i) the Underwriting Agreement, (ii) the Pricing Agreement
outlining the terms of the Offered Securities, and (iii) the forms of Offered
Securities are being filed as an exhibit to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description of Document
1.1 Underwriting Agreement dated as of March 20, 2000
between the Company and Edward D. Jones & Co.,
L.P., as underwriter.
1.2 Pricing Agreement dated as of March 20, 2000 between
the Company and Edward D. Jones & Co., L.P.
4.1 Form of 8.00% Note due July 1, 2010 issued by the
Company under the Indenture.
4.2 Form of 8.10% Note due August 1, 2015 issued by the
Company under the Indenture.
4.3 Form of 8.25% Note due October 1, 2030 issued by the
Company under the Indenture.
4.4 Supplemental Indenture No. 6 dated as of March 20,
2000 between the Company and The Bank of New
York, as trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PROTECTIVE LIFE CORPORATION
By: /s/ Deborah J. Long
Name: Deborah J. Long
Title: Senior Vice President, Secretary
and General Counsel
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(DATE)
EXHIBIT INDEX
Exhibit
Number Description Page No.
1.1 Underwriting Agreement dated as of March 20, 2000
between the Company and Edward D. Jones & Co.,
L.P., as underwriter.
1.2 Pricing Agreement dated as of March 20, 2000
between the Company and Edward D. Jones & Co.,
L.P.
4.1 Form of 8.00% Note due July 1, 2010 issued by the
Company under the Indenture.
4.2 Form of 8.10% Note due August 1, 2015 issued by the
Company under the Indenture.
4.3 Form of 8.25% Note due October 1, 2030 issued by
the Company under the Indenture.
4.4 Supplemental Indenture No. 6 dated as of March 20,
2000 between the Company and The Bank of New
York, as trustee.
37362
EXHIBIT 1.1
PROTECTIVE LIFE CORPORATION
DEBT SECURITIES
UNDERWRITING AGREEMENT
March 20, 2000
Tothe Representatives of the several Underwriters to be named in the respective
Pricing Agreements hereinafter described.
Dear Sirs or Madams:
From time to time Protective Life Corporation, a Delaware
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions
stated herein and therein, to issue and sell to the firms named in Schedule I to
the applicable Pricing Agreement (such firms constituting the "Underwriters"
with respect to such Pricing Agreement and the securities specified therein)
certain of its debt securities (the "Securities") specified in Schedule II to
such Pricing Agreement (with respect to such Pricing Agreement, the "Designated
Securities").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (such indenture, including any supplement
thereto relating to the Designated Securities, the "Indenture") identified in
such Pricing Agreement.
1. Particular sales of Designated Securities may be made from
time to time to the Underwriters of such Designated Securities, for whom the
firms designated as representatives of the Underwriters of such Designated
Securities in the Pricing Agreement relating thereto will act as representatives
(the "Representatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative. This Underwriting
Agreement shall not be construed as an obligation of the Company to sell any of
the Securities or as an obligation of any of the Underwriters to purchase the
Securities. The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein. Each Pricing Agreement shall specify
the aggregate principal amount of such Designated Securities, the initial public
offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the names of the
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Representatives of such Underwriters and the principal amount of such Designated
Securities to be purchased by each Underwriter and shall set forth the date,
time and manner of delivery of such Designated Securities and payment therefor.
The Pricing Agreement shall also specify (to the extent not set forth in the
Indenture and the registration statement and prospectus with respect thereto)
the terms of such Designated Securities. A Pricing Agreement shall be in the
form of an executed writing (which may be in counterparts), and may be evidenced
by an exchange of telegraphic communications or any other rapid transmission
device designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement on Form S-3 (File No.
333-80769), as amended by Amendment No. 1 thereto, in respect
of the Securities, Common Stock and Preferred Stock of the
Company and the Preferred Securities of PLC Capital Trust III
and PLC Capital Trust IV, limited liability companies formed
under the laws of the State of Delaware, (collectively, the
"Registered Securities") has been filed with the Securities
and Exchange Commission (the "Commission") and, as so amended,
has been declared effective by the Commission; such
registration statement and any post-effective amendment
thereto (including any registration statement increasing the
size of the offering (a "Rule 462(b) Registration Statement")
filed pursuant to Rule 462(b) of the Act, as defined below),
each in the form heretofore delivered or to be delivered to
the Representatives and, excluding exhibits to such
registration statement, but including all documents
incorporated by reference in the prospectus contained therein,
to the Representatives for delivery to each of the other
Underwriters, have been declared effective by the Commission
in such form; no other document with respect to such
registration statement or document incorporated by reference
therein has heretofore been filed or transmitted for filing
with the Commission; and no stop order suspending the
effectiveness of such registration statement has been issued
and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus,
together with the base prospectus included in such
registration statement, being hereinafter called a
"Preliminary Prospectus"; the various parts of such
registration statement (including any Rule 462(b) Registration
Statement) including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the
registration statement at the time such part of the
registration statement becomes effective but excluding any
Forms T-1 and, if applicable, including the information
contained in the form of final prospectus filed with the
Commission pursuant to Rule 424(b) under the Act in accordance
with Section 5(a) hereof and deemed by virtue of Rule 430A or
434(d) under the Act to be a part of such registration
statement at effectiveness, each as amended at the time such
part of the registration statement become effective, being
hereinafter called the "Registration Statement"; the
prospectus (including, if applicable, any prospectus
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supplement) relating to the Registered Securities, in the form
in which it has most recently been filed, or transmitted for
filing, with the Commission on or prior to the date of this
Agreement, being hereinafter called the "Prospectus",
provided, that if the Underwriters elect to rely on Rule 434
of the Securities Act of 1933, as amended (the "Act"), then
all references to "Prospectus" shall be deemed to include the
final or preliminary prospectus and the applicable term sheet
or abbreviated term sheet (the "Term Sheet"), as the case may
be, in the form first furnished to the Underwriters by the
Company in reliance on Rule 434, and all references herein to
the date of the Prospectus shall mean the date of the Term
Sheet; any reference herein to any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such
Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed with the Commission after the date
of such Preliminary Prospectus or Prospectus, as the case may
be, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in such
Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall
be deemed to refer to and include any annual report of the
Company filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the
Registration Statement; and any reference to the Prospectus as
amended or supplemented shall be deemed to refer to the
Prospectus as amended or supplemented in relation to the
applicable Designated Securities in the form in which it is
filed with the Commission pursuant to Rule 424(b) under the
Act in accordance with Section 5(a) hereof, including any
documents incorporated by reference therein as of the date of
such filing);
(b) The documents incorporated or deemed to be
incorporated by reference in the Prospectus, when they became
effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading;
and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or
supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will
conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain
an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in
conformity with information furnished in
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writing to the Company by an Underwriter of Designated
Securities through the Representatives expressly for use in
the Prospectus as amended or supplemented relating to such
Securities;
(c) The Company met, at the time of effectiveness of
the Registration Statement, and will meet as of the date of
any Pricing Agreement and any Time of Delivery, the
requirements for use of Form S-3 under the Act. The
Registration Statement, as of the applicable effective date,
and the Prospectus, as of the applicable filing date, the date
hereof, the date of any Pricing Agreement and any Time of
Delivery, conform and will conform, and any further amendments
or supplements to the Registration Statement or the Prospectus
will conform, in all material respects to the requirements of
the Act and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules and regulations of the
Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and
any amendment thereto and as of the applicable filing date as
to the Prospectus and any amendment or supplement thereto as
of the date hereof, the date of any Pricing Agreement and as
of any Time of Delivery, contain an untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein (i)
in the case of the Registration Statement, not misleading and
(ii) in the case of the Prospectus, in light of the
circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the
Company by an Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus as amended
or supplemented relating to such Securities;
Each preliminary prospectus and prospectus
delivered to the Underwriters for use in connection with the
offering of the Securities will, at the time of such delivery,
be identical in all material respects to the electronically
transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.
(d) The financial statements included or incorporated
by reference in the Registration Statement and the Prospectus,
together with the related schedules and notes, present fairly
the financial position of the Company and its consolidated
subsidiaries at the dates indicated and the statements of
income, stockholders' equity and cash flows of the Company and
its consolidated subsidiaries for the periods specified; said
financial statements have been prepared in conformity with
generally accepted accounting principles ("GAAP") applied on a
consistent basis throughout the periods involved. The
supporting schedules, if any, included or incorporated by
reference in the Registration Statement present fairly in
accordance with GAAP the information required to be started
therein. The selected financial information and the summary
financial information included in the Prospectus present
fairly the
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information shown therein and have been compiled on a basis
consistent with that of the audited financial statements
included in the Registration Statement. Since the respective
dates as of which information is given in the Registration
Statement and the Prospectus, there has not been (i) any
material change in the capital stock or any increase in the
long-term debt of the Company or any of its subsidiaries in
excess of $9 million (excluding the Synthetic Lease which the
Company has entered into regarding the expansion to its
headquarters), (ii) any material adverse change, or any
development involving a prospective material adverse change,
in or affecting the general affairs, management, financial
position, stockholders' equity or results of operations of the
Company and its subsidiaries taken as a whole or (iii) any
reduction in the statutory capital or surplus of the Company's
subsidiaries engaged in the business of insurance (each an
"Insurance Subsidiary," and collectively, the "Insurance
Subsidiaries"), taken as a whole in excess of $9 million, in
each case otherwise than as set forth or contemplated in the
Prospectus;
(e) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, with power and authority
(corporate and other) to own its properties and conduct its
business as described in the Prospectus and has been duly
qualified as a foreign corporation for the transaction of
business under the laws of each other jurisdiction in which it
owns or leases properties, or conducts any business, so as to
require such qualification, or is subject to no material
liability or disability by reason of the failure to be so
qualified in any such jurisdiction;
(f) Each of Protective Life Insurance Company
("Protective Life"), United Dental Care, Inc. ("UDC") and West
Coast Life Insurance Company ("West Coast"), (each a "Material
Subsidiary" and, collectively, the "Material Subsidiaries")
has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its
jurisdiction of incorporation, with power and authority
(corporate and other) to own its properties and conduct its
business as described in the Prospectus, and has been duly
qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, in
any case where it could be reasonably expected that such
failure to be so qualified would have a material adverse
effect on the business, financial position or results of the
Company and its subsidiaries considered as a whole;
(g) Each of Protective Life and West Coast Life is
duly organized and licensed as an insurance company and UDC is
otherwise licensed as required in its state of incorporation
and each Material Subsidiary is duly licensed or authorized as
an insurer or otherwise in each other jurisdiction where it is
required to be so licensed or authorized to conduct its
business as described in the Prospectus, except for any such
jurisdiction in which the failure to be so licensed or
authorized would not have
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a material adverse effort on the business, financial condition
or results of operations of the Company and its subsidiaries,
considered as a whole; and except as otherwise specifically
described in the Prospectus, neither the Company nor any
Material Subsidiary has received any notification from any
insurance or other regulatory authority to the effect that any
additional authorization, approval, order, consent, license,
certificate, permit, registration or qualification from such
insurance or other regulatory authority is needed to be
obtained by either of the Company or any Material Subsidiary
in any case where it could be reasonably expected that the
failure to obtain any such additional authorization, approval,
order, consent, license, certificate, permit, registration or
qualification would have a material adverse effect on the
business, financial position or results of operations of the
Company and its subsidiaries, considered as a whole;
(h) The Company has an authorized capitalization as
set forth in the Prospectus, as amended or supplemented, and
all of the issued shares of capital stock of the Company have
been duly and validly authorized and issued, are fully paid
and non-assessable and conform in all material respects to the
descriptions thereof contained in the Prospectus; and all of
the issued shares of capital stock of each of the Material
Subsidiaries have been duly and validly authorized and issued,
are fully paid and non-assessable and (except for directors'
qualifying shares) are owned directly or indirectly by the
Company, free and clear of any perfected security interests
and, to the Company's best knowledge, any other security
interests, claims, liens, or encumbrances;
(i) This Agreement has been duly authorized, executed
and delivered by the Company and constitutes the legal, valid
and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles and except
that no representation or warranty is made with respect to the
enforceability of Section 8 hereof. The Securities have been
duly authorized, and, when Designated Securities are issued
and delivered pursuant to this Agreement and the Pricing
Agreement with respect to such Designated Securities, such
Designated Securities will have been duly executed,
authenticated, issued and delivered and will constitute valid
and legally binding obligations of the Company entitled to the
benefits provided by the Indenture, which will be
substantially in the form filed as an exhibit to the
Registration Statement; the Indenture has been duly authorized
and duly qualified under the Trust Indenture Act and, at the
Time of Delivery for such Designated Securities (as defined in
Section 4 hereof), the Indenture will constitute a valid and
legally binding instrument, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general
equity principles; and the Indenture conforms, and the
Designated Securities will conform,
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to the descriptions thereof contained in the Prospectus as
amended or supplemented with respect to such Designated
Securities;
(j) The issue and sale of the Securities and the
compliance by the Company with all of the provisions of the
Securities, the Indenture, this Agreement and any Pricing
Agreement, and the consummation of the transactions herein and
therein contemplated will not (1) conflict with or result in a
breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to
which the Company or any Material Subsidiary is a party or by
which the Company or any Material Subsidiary is bound or to
which any of the property or assets of the Company or any
Material Subsidiary is subject, except, in all such cases, for
such conflicts, breaches, violations or defaults as would not
have a material adverse effect on the financial condition or
results of operations of the Company and the Material
Subsidiaries taken as a whole or would not affect the validity
of or otherwise have a material adverse effect on the issuance
or sale of the Designated Securities or (2) result in any
violation of the provisions of (A) the Certificate of
Incorporation or By-laws of the Company or any Material
Subsidiary or (B) any statute or any order, rule or regulation
of any court or insurance regulatory authority or other
governmental agency or body having jurisdiction over the
Company or any Material Subsidiary or any of their properties;
provided, however that in the case of clause (B) of this
paragraph 2(j), this representation and warranty shall not
extend to such violations as would not have a material adverse
effect on the financial condition or results of operations of
the Company and the Material Subsidiaries taken as a whole or
would not affect the validity of or otherwise have a material
adverse effect on the issuance or sale of the Designated
Securities; provided further, that insofar as this
representation and warranty relates to the performance by the
Company of its obligations under this Agreement, the Pricing
Agreement or the Indenture relating to the Designated
Securities, such performance is subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles,
and provided further that no representation or warranty is
made with respect to the enforceability of Section 8 hereof;
and no consent, approval, authorization, order, registration
or qualification of or with any such court or insurance
regulatory authority or other governmental agency or body
having jurisdiction over the Company or any Material
Subsidiary is required for the issue and sale of the
Securities or the consummation by the Company of the
transactions contemplated by this Agreement or any Pricing
Agreement or the Indenture, except such as have been, or will
have been prior to the Time of Delivery, obtained under the
Act and the Trust Indenture Act and such consents, approvals,
authorizations, orders, registrations or qualifications as may
be required under state securities or Blue Sky laws or
insurance securities laws in connection with the purchase and
distribution of the Securities by the Underwriters and except
those which, if not obtained, will not have a material adverse
effect on the financial
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condition or results of operations of the Company and the
Material Subsidiaries taken as a whole or would not affect the
validity of or otherwise have a material adverse effect on the
issuance or sale of the Designated Securities;
(k) Other than as set forth or contemplated in the
Prospectus, there are no actions, suits or proceedings before
or by any government, governmental instrumentality or court,
domestic or foreign, now pending or to the knowledge of the
Company threatened to which the Company or any of its
subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject which, if
determined adversely to the Company or any of its
subsidiaries, would reasonably be expected to have,
individually or in the aggregate, a material adverse effect on
the consolidated financial position, stockholders' equity (if
applicable), total surplus (if applicable) or results of
operations of the Company and its subsidiaries taken as a
whole;
(l) The Company is not and, upon the issuance or sale
of the Securities and the application of the net proceeds
therefrom, will not be an "investment company" or an entity
"controlled" by an "investment company", as such terms are
defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act");
(m) The accountants who certified certain financial
statements and supporting schedules of the Company and its
subsidiaries included or incorporated by reference in the
Registration Statement and Prospectus, are independent public
accountants as required by the Act and the rules and
regulations of the Commission thereunder;
(n) The statements set forth in the Prospectus under
the captions "Description of Debt Securities of Protective"
and "Description of the Senior Notes", insofar as they purport
to constitute a summary of the terms of the Securities, and
insofar as they purport to describe the provisions of the laws
and documents referred to therein, are accurate, complete and
fair;
(o) Neither the Company nor any of its subsidiaries
is in violation of its Certificate of Incorporation or By-laws
or other charter documents or in default in the performance or
observance of any material obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust,
loan agreement, lease or other agreement or instrument to
which it is a party or by which it or any of its properties
may be bound which would reasonably be expected to have a
material adverse effect on the financial position or results
of the Company and its subsidiaries taken as a whole or an
adverse effect on the offering, servicing or payment of the
debt evidenced by the Designated Securities;
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(p) On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in any rating of
the Company or Protective Life Insurance or the rating accorded any of the
Company's debt securities by Moody's Investors Service, Inc., Standard & Poor's
Corporation, A.M. Best Company, Inc. or Duff & Phelps Inc. and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, any such rating.
Any certificate signed by any director or officer of the
Company and delivered to the Representatives or to counsel for the
Representatives in connection with a sale of any Designated Security to the
Underwriters shall be deemed a representation and warranty by the Company to the
Underwriters as to the matters covered thereby on the date of such certificate.
3. Upon the execution of the Pricing Agreement applicable to
any Designated Securities and authorization by the Representatives of the
release of such Designated Securities, the several Underwriters propose to offer
such Designated Securities for sale upon the terms and conditions set forth in
the Prospectus as amended or supplemented.
4. Unless otherwise specified in the applicable Pricing
Agreement, global certificates for Designated Securities to be purchased by each
Underwriter pursuant to such Pricing Agreement, registered in the name Cede &
Co., shall be delivered by or on behalf of the Company to The Depository Trust
Company, which shall release such Designated Securities to the accounts of the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by federal funds
wire transfer of immediately available funds to a bank account specified by the
Company and described in Schedule II to such Pricing Agreement, all at the place
and time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing,
such time and date being herein called the "Time of Delivery" for such
Securities.
5. The Company agrees with each of the Underwriters of
any Designated Securities:
(a) To prepare the Prospectus as amended and
supplemented in relation to the applicable Designated
Securities in a form approved by the Representatives (which
approval will not be unreasonably withheld) and to file such
Prospectus pursuant to Rule 424(b) under the Act not later
than such time as required by Rule 424(b) and to comply with
the requirements of Rule 430A and Rule 434 under the Act, if
and as applicable; to make no further amendment or any
supplement to the Registration Statement or Prospectus as
amended or supplemented after the date of the Pricing
Agreement relating to such Securities and prior to the Time of
Delivery for such Securities which shall be reasonably
disapproved by the Representatives for such Securities
promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement
after such Time of Delivery and
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furnish the Representatives with copies thereof; to comply
with the Act and the Exchange Act so as to permit the
completion of the distribution of the Securities; and to file
promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act for so long as the delivery of a prospectus
is required in connection with the offering or sale of such
Securities, and during such same period to advise the
Representatives, promptly after it receives notice thereof, of
the time when any amendment to the Registration Statement has
been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed with the
Commission, of the issuance by the Commission of any stop
order or of any order preventing or suspending the use of any
prospectus relating to the Securities, of the suspension of
the qualification of such Securities for offering or sale in
any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the
Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such
stop order or of any such order preventing or suspending the
use of any prospectus relating to the Securities or suspending
any such qualification, to use promptly its best efforts to
obtain its withdrawal;
(b) Promptly from time to time to take such action as
the Representatives may reasonably request to qualify such
Securities for offering and sale under the securities laws of
such United States jurisdictions as the Representatives may
reasonably request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of such Securities, provided that in connection
therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of
process in any jurisdiction and provided further that in
connection therewith the Company shall not be required to
qualify such Designated Securities for offering and sale under
the securities laws of any such jurisdiction for a period in
excess of nine months after the initial time of issue of the
Prospectus as amended or supplemented relating to such
Designated Securities;
(c) To furnish the Underwriters with copies of the
Prospectus as amended or supplemented and the documents
incorporated by reference therein in such quantities as the
Representatives may from time to time reasonably request and,
if the delivery of a prospectus is required at any time in
connection with the offering or sale of the Securities and if
at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary
during such same period to amend or supplement the Prospectus
or to file under the Exchange Act any document incorporated by
reference in the
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Prospectus in order to comply with the Act, the Exchange Act
or the Trust Indenture Act, to notify the Representatives and
upon their request to file such document and to prepare and
furnish without charge to each Underwriter and to any dealer
in securities as many copies as the Representatives may from
time to time reasonably request of an amended Prospectus or a
supplement to the Prospectus which will correct such statement
or omission or effect such compliance, provided, however, that
in case any Underwriter is required under the Act to deliver a
prospectus in connection with the offering or sale of the
Designated Securities at any time more than nine months after
the date of the Pricing Agreement relating to the Designated
Securities, the costs of such preparation and furnishing of
such amended or supplemented Prospectus shall be borne by the
Underwriters of such Designated Securities;
(d) To make generally available to its
securityholders as soon as practicable, but in any event not
later than eighteen months after the effective date of the
Registration Statement (as defined in Rule 158(c)), an
earnings statement of the Company and its subsidiaries (which
need not be audited) complying with Section 11(a) of the Act
and the rules and regulations of the Commission thereunder
(including at the option of the Company Rule 158);
(e) During the period beginning from the date of the
Pricing Agreement for such Designated Securities and
continuing to and including the earlier of (i) the termination
of trading restrictions for such Designated Securities, as
notified to the Company by the Representatives and (ii) the
Time of Delivery for such Designated Securities, not to offer,
sell, contract to sell or otherwise dispose of any debt
securities of the Company which mature more than one year
after such Time of Delivery and which are substantially
similar to such Designated Securities, without the prior
written consent of the Representatives;
(f) The Company will notify the Underwriters promptly
of any change in (or withdrawal of) the rating assigned by any
nationally recognized statistical rating organization to any
debt securities of the Company or the public announcement by
any nationally recognized statistical rating organization that
it has under surveillance or review, with possible negative
implications, its rating of any debt securities of the
Company;
(g) The Company will use the net proceeds
received by it from each sale of the Designated Securities
in the manner specified in the Prospectus under "Use of
Proceeds;"
(h) The Company, during the period of 15 days from
the date on which the Designated Securities are purchased by
the Underwriter, will not sell, offer to sell, grant any
option for the sale of, or otherwise dispose of any of the
Designated
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Securities, any security convertible into or exchangeable into
or exercisable for the Designated Securities or any debt
securities substantially similar to the Designated Securities,
without the prior written consent of the Underwriter.
6. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and, subject to the proviso
to Section 5(c), the Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to the Underwriters and dealers; (ii)
the cost of producing and printing or duplicating any Agreement among
Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky
and Legal Investment Memoranda and any other documents in connection with the
offering, purchase, sale and delivery of the Securities; (iii) all expenses in
connection with the qualification of the Securities for offering and sale under
state securities laws as provided in Section 5(b) hereof, including the
reasonable fees and disbursements of counsel for the Underwriters in connection
with such qualification and in connection with the Blue Sky and legal investment
surveys; (iv) any fees charged by securities rating services for rating the
Securities; (v) any filing fees incident to any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the cost of
qualifying the Securities with the Depository Trust Company (if applicable);
(viii) the fees and expenses of any Trustee and any agent of any Trustee and the
fees and disbursements of counsel for any Trustee in connection with any
Indenture and the Securities; and (ix) all other costs and expenses incident to
the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Securities by them, and
any advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters of any Designated
Securities under the Pricing Agreement relating to such Designated Securities
shall be subject, in the discretion of the Representatives, to the condition
that all representations and warranties and other statements of the Company in
or incorporated by reference in the Pricing Agreement relating to such
Designated Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) The Prospectus as amended or supplemented in
relation to the applicable Designated Securities, including
any Term Sheet, if applicable, shall have been filed with the
Commission pursuant to Rule 424(b) within the applicable time
period prescribed for such filing by the rules and regulations
under the Act and in accordance with Section 5(a) hereof; no
stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no
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proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been
complied with to the Representatives' reasonable satisfaction;
(b) Bryan Cave LLP, or other counsel for the
Underwriters, shall have furnished to the Representatives such
opinion or opinions, dated the Time of Delivery for such
Designated Securities, with respect to such matters as the
Representatives may reasonably request, and such counsel shall
have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) Deborah J. Long, Esq., Senior Vice President and
General Counsel of the Company, or any successor having
substantially equivalent responsibilities with the Company,
shall have furnished to the Representatives such counsel's
written opinion, dated each Time of Delivery for such
Designated Securities, respectively, in form and substance
satisfactory to the Representatives, to the effect that:
(i) The Company has been duly incorporated
and is validly existing as a corporation in good
standing under the laws of the State of Delaware,
with power and authority (corporate and other) to own
its properties and conduct its business as described
in the Prospectus as amended or supplemented, and has
been duly qualified as a foreign corporation for the
transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns
or leases properties, or conducts any business, so as
to require such qualification, or is subject to no
material liability or disability by reason of the
failure to be so qualified in any such jurisdiction;
(ii) The Company has an authorized
capitalization as set forth in the Prospectus as
amended or supplemented, and all of the issued shares
of capital stock of the Company have been duly and
validly authorized and issued, are fully paid and
non-assessable and conform in all material respects
to the description thereof in the Prospectus as
amended or supplemented; and all of the issued shares
of capital stock of each of the Material Subsidiaries
have been duly and validly authorized and issued, are
fully paid and non- assessable and (except for
directors' qualifying shares) are owned directly or
indirectly by the Company, free and clear of any
perfected security interests and, to such counsel's
best knowledge, any other security interests, claims,
liens or encumbrances;
(iii) The documents incorporated by
reference in the Registration Statement and the
Prospectus as amended or supplemented (other than the
financial statements and related notes, the financial
statement schedules and other financial and
statistical data included therein as to which such
counsel
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<PAGE>
need express no opinion), when they become effective
or were filed with the Commission, as the case may
be, complied as to form in all material respects with
the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the
Commission thereunder; and such counsel has no reason
to believe that any of such documents, when such
documents became effective or were so filed, as the
case may be, contained an untrue statement of a
material fact or omitted to state a material fact
required to be stated therein or necessary to make
the statements therein not misleading;
(iv) The issue and sale of the Designated
Securities being delivered at such Time of Delivery
and the compliance by the Company with all of the
provisions of the Designated Securities, the
Indenture, this Agreement, any Pricing Agreement, and
the consummation of the transactions herein and
therein contemplated will not (i) conflict with or
result in a breach or violation of any of the terms
or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument known to such counsel
to which the Company or any Material Subsidiary is a
party or by which the Company or any Material
Subsidiary is bound or to which any of the property
or assets of the Company or any Material Subsidiary
is subject, except, in all such cases, for such
conflicts, breaches, violations or defaults as would
not reasonably be expected to have a material adverse
effect on the financial condition of the Company and
its subsidiaries taken as a whole or would not have a
material adverse effect on the issuance or sale of
the Designated Securities, or (ii) result in any
violation of the provisions of (A) the Certificate of
Incorporation or By-Laws of the Company or any
Material Subsidiary or (B) any statute known to such
counsel to be applicable to the Company or any
Material Subsidiary or any of their respective
properties, or any order, rule or regulation known to
such counsel of any court or insurance regulatory
authority or other governmental agency or body having
jurisdiction over the Company or any Material
Subsidiary or any of their respective properties,
except, with respect to clause (B) of this paragraph
(iii), such violations as would not reasonably be
expected to have a material adverse effect on the
financial condition or results of operations of the
Company and its subsidiaries taken as a whole or
would not affect the validity of or otherwise have a
material adverse effect on the issuance or sale of
the Designated Securities; and except that for
purposes of this paragraph (iii) such counsel need
not express any opinion as to any violation of any
federal or state securities laws or Blue Sky or
insurance securities laws; provided further, that
insofar as performance by the Company of its
obligations under the Indenture, this Agreement and
the Pricing Agreement relating to the Designated
Securities is concerned, such counsel need not
express any opinion as to bankruptcy, insolvency,
reorganization,
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<PAGE>
moratorium and similar laws relating to or affecting
creditors' rights generally and as to general
equity principles;
(v) To the best of such counsel's knowledge,
no consent, approval, authorization, order,
registration or qualification of or with any court or
insurance regulatory authority or other governmental
agency or body having jurisdiction over the Company
or any of its subsidiaries is required for the issue
and sale of the Designated Securities being delivered
at such Time of Delivery or the consummation by the
Company of the transactions contemplated by this
Agreement, any Pricing Agreement, the Designated
Securities or the Indenture, except such as have
been, or will have been prior to each Time of
Delivery, obtained under the Act, the Trust Indenture
Act and such consents, approvals, authorizations,
orders, registrations or qualifications as may be
required under state securities or Blue Sky laws or
insurance securities laws in connection with the
purchase and distribution of the Designated
Securities by the Underwriters, and except those
which, if not obtained, would not have a material
adverse effect on the financial condition or results
of operation of the Company and its subsidiaries
taken as a whole;
(vi) There are no actions, suits or
proceedings before or by any government, governmental
instrumentality or court, domestic or foreign, now
pending or, to the best of such counsel's knowledge,
threatened, to which the Company or any of its
subsidiaries is a party or of which any property of
the Company or any of its subsidiaries is the subject
of a character required under the Federal securities
laws to be disclosed in the Registration Statement or
Prospectus which are not adequately disclosed in the
Registration Statement or Prospectus;
In rendering the opinion required by subsection (c) of
this Section, (i) such counsel may state that she is
admitted to the Bar of the State of Alabama only, and
(ii) such counsel may rely (A) as to any matter to
which you consent (which consent shall not be
unreasonably withheld), to the extent specified in
such opinion, upon the opinions (copies of which shall
have been provided to the Representatives) of other
counsel in good standing whom such counsel believes to
be reliable, provided that such counsel shall state
that she believes that both she and the
Representatives are justified in relying on such
opinions and (B) as to matters of fact, upon
certificates of officers and representatives of the
Company and of public officials (copies of which shall
have been provided to the Representatives), provided
that such counsel shall state that she believes that
both she and the Representatives are justified in
relying upon such certificates.
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<PAGE>
Such counsel shall also have stated that, while she has not
herself checked the accuracy or completeness of or otherwise
verified, and is not passing upon and assumes no
responsibility for the accuracy or completeness of, the
statements contained in the Registration Statement or the
Prospectus, in the course of her review and discussion of the
contents of the Registration Statement and Prospectus and any
amendment or supplement thereto with certain officers and
employees of the Company and its independent accountants, but
without independent check or verification, no facts have come
to her attention that would cause her to believe that the
Registration Statement or the Prospectus, as amended or
supplemented, as of the date of the Pricing Agreement with
respect to the Designated Securities and the Time of Delivery
for such Designated Securities (other than the financial
statements and related notes, the financial statement
schedules, other financial and statistical data included
therein and the Statement of Eligibility of the Trustee on
Form T-1 under the Trust Indenture Act as to which she need
express no opinion) contained or contains an untrue statement
of a material fact or omitted or omits to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.
(d) Nancy Kane, Esq., Senior Associate Counsel of the
Company, or other counsel for the Company satisfactory to the
Representatives, shall have furnished to the Representatives
her written opinion, dated the Time of Delivery for such
Designated Securities, in form and substance satisfactory to
the Representatives, to the effect that:
(i) The Designated Securities have been duly
authorized, issued, executed, authenticated and
delivered and constitute valid and legally binding
obligations of the Company entitled to the benefits
provided by the Indenture, enforceable against the
Company in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws relating
to or affecting creditors' rights generally and to
general equity principles (regardless of whether
considered in a proceeding at law or in equity); and
the Designated Securities conform in all material
respects to the description thereof contained in the
Prospectus as amended or supplemented with respect to
such Designated Securities;
(ii) The Indenture has been duly authorized,
executed and delivered by the Company and, assuming
due authorization, execution and delivery by the
Trustee, the Indenture constitutes a valid and
legally binding instrument enforceable against the
Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws relating
to or affecting creditors' rights generally and to
general equity principles (regardless of whether
considered in a proceeding at law or in equity); the
Indenture has been duly qualified under
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<PAGE>
the Trust Indenture Act; and the Indenture conforms
in all material respects to the description thereof
contained in the Prospectus as amended or
supplemented with respect to such Designated
Securities;
(iii) This Agreement and the Pricing
Agreement with respect to the Designated Securities
being delivered at such Time of Delivery have been
duly authorized, executed and delivered by the
Company;
(iv) The Registration Statement and the
Prospectus as amended or supplemented and any further
amendments and supplements thereto made by the
Company prior to such Time of Delivery (other than
the financial statements and related notes, the
financial statement schedules and other financial and
statistical data included therein, as to which such
counsel need express no opinion) comply as to form in
all material respects with the requirements of the
Act and the Trust Indenture Act and the rules and
regulations thereunder;
(v) The Registration Statement has become
effective under the Act; the Prospectus has been
filed pursuant to Rule 424 under the Act, and no
proceedings for a stop order have been instituted or
are pending or, to the knowledge of such counsel,
threatened under Section 8(d) of the Act; and no
further approval of, authorization, consent,
certificate or order of any governmental body,
federal, state or other, is required in connection
with the issuance and sale of the Designated
Securities to the Underwriters as provided in the
Agreement, except as may be required by state
securities laws;
(vi) The Company meets the requirements
for use of Form S-3 under the Act;
(vii) The statements contained in the
Prospectus under the caption "Description of Debt
Securities of Protective Life" and the corresponding
sections and any section describing tax matters in
any prospectus supplement relating to the Designated
Securities being delivered at such Time of Delivery,
insofar as such statements constitute summaries of
certain provisions of the documents or U.S. laws
referred to therein, fairly summarize the material
provisions of such documents or U.S. laws; and
(viii) The Company is not, and following
consummation of the transactions contemplated hereby
and the application of the proceeds therefrom in the
manner set forth in the Prospectus will not be, an
"investment company" or under the "control" of an
"investment company" as such terms are defined in the
Investment Company Act.
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<PAGE>
In rendering the foregoing opinion, such counsel may
state that she expresses no opinion as to the laws of
any jurisdiction other than the Federal laws of the
United States, the laws of the State of New York and
The General Corporation Law of the State of Delaware.
Such counsel shall also have stated that, while she
has not herself checked the accuracy or completeness
of or otherwise verified, and is not passing upon and
assumes no responsibility for the accuracy or
completeness of, the statements contained in the
Registration Statement or the Prospectus, except to
the limited extent stated in paragraphs (i), (ii) and
(v) above, in the course of her review and discussion
of the contents of the Registration Statement and the
Prospectus with certain officers and employees of the
Company and its independent accountants, but without
independent check or verification, no facts have come
to the attention of such counsel that would cause
such counsel to believe that the Registration
Statement or the Prospectus, as amended or
supplemented, as of the date of the Pricing Agreement
with respect to the Designated Securities and the
Time of Delivery for such Designated Securities
(other than the financial statements and related
notes, the financial statement schedules, and other
financial and statistical data included therein, and
except for the Statement of Eligibility of the
Trustee on Form T-1 under the Trust Indenture Act, as
to which such counsel need express no opinion)
contained or contains an untrue statement of a
material fact or omitted or omits to state a material
fact required to be stated therein or necessary to
make the statements therein, in the light of the
circumstances under which they were made, not
misleading.
(e) On the date of the Pricing Agreement for such
Designated Securities and at the Time of Delivery for such
Designated Securities, the independent accountants of the
Company who have certified the financial statements of the
Company and its subsidiaries included or incorporated by
reference in the Registration Statement shall have furnished
to the Representatives a letter, dated the date of the Pricing
Agreement, and a letter dated such Time of Delivery,
respectively, in customary form reasonably satisfactory to the
Representatives, and with respect to such letter dated such
Time of Delivery, as to such other matters as the
Representatives may reasonably request and in form and
substance satisfactory to the Representatives;
(f) Since the respective dates as of which
information is given in the Prospectus as amended or
supplemented there shall not have been any change in the
capital stock or any increase in the long-term debt of the
Company or any of its subsidiaries or any change, or any
development involving a prospective change, in or affecting
the general affairs, management, financial position,
stockholders' equity, total surplus (if applicable) or results
of operations of the Company and its
18
<PAGE>
subsidiaries (in the case of the Insurance Subsidiaries on
either a GAAP or statutory basis), otherwise than as set forth
or contemplated in the Prospectus as amended or supplemented,
the effect of which, in any such case described above, is in
the judgment of the Representatives so material and adverse as
to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Designated Securities
on the terms and in the manner contemplated in the Prospectus
as amended or supplemented;
(g) At the Time of Delivery, (i) the Designated
Securities shall be rated in one of the four highest rating
categories for debt securities ("Investment Grade") by any
nationally recognized statistical rating agency, and the
Company shall have delivered to the Underwriters a letter,
dated as of a recent date satisfactory to the Underwriter,
from such nationally recognized statistical rating agency, or
other evidence satisfactory to the Underwriters, confirming
that the Designated Securities have Investment Grade ratings.
On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred
in any rating of the Company or Protective Life Insurance or
the rating accorded any of the Company's debt securities by
Moody's Investors Service, Inc., Standard & Poor's
Corporation, A.M. Best Company, Inc. or Duff & Phelps Inc. and
(ii) no such organization shall have publicly announced that
it has under surveillance or review, with possible negative
implications, any such rating;
(h) On or after the date of the Pricing Agreement
relating to the Designated Securities there shall not have
occurred any of the following: (i) a suspension or material
limitation in trading in securities generally on the New York
Stock Exchange; (ii) a general moratorium on commercial
banking activities in New York declared by either Federal or
New York State authorities; or (iii) the outbreak or
escalation of hostilities involving the United States or the
declaration by the United States of a National Emergency or
war, if the effect of any such event specified in this clause
(iii) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Securities on the
terms and in the manner contemplated by the Prospectus as
amended and supplemented;
(i) The Company shall have furnished or caused to be
furnished to the Representatives at the Time of Delivery for
the Designated Securities a certificate or certificates of
officers of the Company satisfactory to the Representatives as
to the accuracy of the representations and warranties of the
Company herein at and as of such Time of Delivery, as to the
performance by the Company of all of its obligations hereunder
to be performed at or prior to such Time of Delivery, as to
the matters set forth in subsections (a) and (f) of this
Section and as to such other matters as the Representatives
may reasonably request; and
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(j) All proceedings taken by the Company in
connection with the issuance and sale of the Designated
Securities as herein contemplated shall be reasonably
satisfactory in form and substance to the Underwriters and to
counsel to the Underwriters.
8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein (i) in the case of
the Registration Statement, not misleading and (ii) in the
case of the Prospectus, as amended or supplemented, or any
other such prospectus, in light of the circumstances in which
they were made, not misleading, and will reimburse each
Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating
or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other
prospectus relating to the Securities, or any such amendment
or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of
Designated Securities through the Representatives expressly
for use in the Prospectus as amended or supplemented relating
to such Securities and provided, further, that the Company
shall not be liable to any Underwriter under the indemnity
agreement in this subsection (a) with respect to any
Preliminary Prospectus or any preliminary prospectus
supplement to the extent that any such loss, claim, damage or
liability of such Underwriter results from the fact such
Underwriter sold Designated Shares to a person as to whom it
shall be established that there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the
Prospectus (excluding documents incorporated by reference) in
any case where such delivery is required by the Act if such
Underwriter failed to make reasonable efforts generally
consistent with the then prevailing industry practice to
effect such delivery and the Company has previously furnished
copies thereof in sufficient quantities to such Underwriter
(or to the Representatives) and the loss, claim, damage or
liability of such Underwriter results from an untrue statement
or omission of a material fact contained in the Preliminary
Prospectus or any preliminary prospectus supplement
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<PAGE>
which was corrected in the Prospectus (excluding incorporated
documents) (or the Prospectus as amended or supplemented
(excluding incorporated documents)).
(b) Each Underwriter, severally and not jointly, will
indemnify and hold harmless the Company against any losses,
claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein (i) in the case of
the Registration Statement, not misleading and (ii) in the
case of the Prospectus, as amended or supplemented, or any
such prospectus, in light of the circumstances in which they
were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in
any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in
reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse
the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the
commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but
the omission so to notify the indemnifying party shall not
relieve it from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In
case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any
legal expenses of other counsel or any other expenses, in each
case
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subsequently incurred by such indemnified party, in connection
with the defense thereof other than reasonable costs of
investigation. In no event, shall any indemnifying party be
liable for the fees and expenses of more than one counsel (in
addition to local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or
separate but related actions in the same jurisdiction arising
out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of
the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the
entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be
sought under this Section 8 (whether or not the indemnified
parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all
liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act
by or on behalf of any indemnified party.
(d) If the indemnification provided for in this
Section 8 is unavailable to or insufficient to hold harmless
an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the
Underwriters of the Designated Securities on the other from
the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof)
relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice
required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of
the Designated Securities on the other in connection with the
statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and
such Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds from such offering
(before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by
such Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to
information supplied by the Company on the one hand or such
Underwriters on the other and the
22
<PAGE>
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this subsection
(d) were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or
by any other method of allocation which does not take account
of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection
(d), no Underwriter shall be required to contribute any amount
in excess of the amount by which the total price at which the
applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds
the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of
Designated Securities in this subsection (d) to contribute are
several in proportion to their respective underwriting
obligations with respect to such Securities and not joint.
(e) The obligations of the Company under this Section
8 shall be in addition to any liability which the Company may
otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section 8 shall be in addition
to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to
each person, if any, who controls the Company within the
meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to
purchase the Designated Securities which it has agreed to
purchase under the Pricing Agreement relating to such
Designated Securities, the Representatives may in their
discretion arrange for themselves or another party or other
parties to purchase such Designated Securities on the terms
contained herein. If within thirty-six hours after such
default by any Underwriter the Representatives do not arrange
for the purchase of such Designated Securities, then the
Company shall be entitled to a further period of thirty- six
hours within which to procure another party or other parties
reasonably satisfactory to the Representatives to purchase
such Designated Securities on such terms. In the event that,
within the respective prescribed period, the Representatives
notify the Company that they have so arranged for the purchase
of such Designated Securities, or the Company notifies the
Representatives that it has so arranged for the
23
<PAGE>
purchase of such Designated Securities, the Representatives or
the Company shall have the right to postpone the Time of
Delivery for such Designated Securities for a period of not
more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the
Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company agrees to file
promptly any amendments or supplements to the Registration
Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if
such person had originally been a party to the Pricing
Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for
the purchase of the Designated Securities of a defaulting
Underwriter or Underwriters by the Representatives and the
Company as provided in subsection (a) above, the aggregate
principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate
principal amount of the Designated Securities, then the
Company shall have the right to require each non-defaulting
Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the
Pricing Agreement relating to such Designated Securities and,
in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the principal amount of
Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated
Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for
the purchase of the Designated Securities of a defaulting
Underwriter or Underwriters by the Representatives and the
Company as provided in subsection (a) above, the aggregate
principal amount of Designated Securities which remains
unpurchased exceeds one- eleventh of the aggregate principal
amount of the Designated Securities, as referred to in
subsection (b) above, or if the Company shall not exercise the
right described in subsection (b) above to require
non-defaulting Underwriters to purchase Designated Securities
of a defaulting Underwriter or Underwriters, then the Pricing
Agreement relating to such Designated Securities shall
thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the
expenses to be borne by the Company and the Underwriters as
provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability
for its default.
10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect,
24
<PAGE>
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company, or any officer or director or controlling person of
the Company, and shall survive delivery of and payment for the Securities.
11. If any Pricing Agreement shall be terminated pursuant to
Section 9 hereof, the Company shall not then be under any liability to any
Underwriter with respect to the Designated Securities covered by such Pricing
Agreement except as provided in Section 6 and Section 8 hereof; but, if for any
other reason Designated Securities are not delivered by or on behalf of the
Company as provided herein, the Company will reimburse the Underwriters through
the Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including reasonable fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of such Designated Securities, but the Company shall then be
under no further liability to any Underwriter with respect to such Designated
Securities except as provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the
Underwriters of Designated Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by such Representatives jointly or by such of the Representatives, if any,
as may be designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Representatives as
set forth in the Pricing Agreement; and if to the Company shall be delivered or
sent by mail, telex or facsimile transmission to Protective Life Corporation,
2801 Highway 280 South, Birmingham, Alabama 35223 (telecopier no. (205)
868-3597, attention of General Counsel; provided, however, that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address set forth in
the applicable Pricing Agreement or, if none in its Underwriters' Questionnaire,
or telex constituting such Questionnaire, which address will be supplied to the
Company by the Representatives upon request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.
13. This Agreement and each Pricing Agreement shall be binding
upon, and inure solely to the benefit of, the Underwriters, the Company and, to
the extent provided in Section 8 and Section 10 hereof, the officers and
directors of the Company and each person who controls the Company or any
Underwriter, and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement or any such Pricing Agreement. No purchaser of any of
the Securities from any Underwriter shall be deemed a successor or assign by
reason merely of such purchase.
25
<PAGE>
14. Time shall be of the essence of each Pricing
Agreement. As used herein,"business day" shall mean any day when the
Commission's office in Washington, D.C. is open for business.
15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
16. This Agreement and each Pricing Agreement may be executed
by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
Very truly yours,
PROTECTIVE LIFE CORPORATION
By: /s/ Richard J. Bielen
Name: Richard J. Bielen
Title: Senior Vice President, Investments
37369v2
26
EXHIBIT 1.2
PRICING AGREEMENT
March 20, 2000
Edward D. Jones & Co., L.P.
12555 Manchester Road
St. Louis, MO 63131
Ladies and Gentlemen:
Protective Life Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated March 20, 2000 (the "Underwriting Agreement"), to
issue and sell to Edward D. Jones & Co., L.P. (the "Underwriter") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of the Underwriter of the
Designated Securities pursuant to Section 12 of the Underwriting Agreement and
the address of the Representatives referred to in such Section 12 are set forth
at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, at the time and place and at the purchase price to the Underwriter
set forth in Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between the Underwriter and the Company.
Very truly yours,
1128702.04
<PAGE>
PROTECTIVE LIFE CORPORATION
By: /s/ Richard J. Bielen
Name: Richard J. Bielen
Title: Senior Vice President, Investments
Accepted as of the date hereof:
EDWARD D. JONES & CO., L.P.
By: /s/ Bret Kimes
Authorized Signatory
<PAGE>
SCHEDULE I
Principal Amount
of Designated Securities
Underwriter to be Purchased
Edward D. Jones & Co., L.P. $125,000,000
Total......................................... .......... $125,000,000
1128702.04 3
<PAGE>
SCHEDULE II-A
Title of Designated Securities:
8.00% Senior Notes due July 1, 2010
Aggregate Principal Amount:
$50,000,000
Price to Public:
Initially at 100% of the principal amount of the Designated Securities, and
thereafter at varying prices related to prevailing market prices at time of
resale
Purchase Price by Underwriters:
97.90% of the principal amount of the Designated Securities,
Specified Funds for Payment of Purchase Price:
Immediately Available Funds payable to the Company's bank account at:
AmSouth Bank NA
Birmingham, Alabama
RT: 062000019
for: Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama
Account #: 224383
Attn: Charles Evers
Indenture:
Indenture dated June 1, 1994, between the Company and The Bank of New York,
as Trustee, as supplemented by Supplemental Indenture No. 6 dated March 20,
2000
Maturity:
July 1, 2010
Interest Rate:
8.00%
Interest Payment Dates:
1139336.02 1
<PAGE>
January 1 and July 1
Redemption Provisions:
The Designated Securities may be redeemed in whole or in part at the option
of the Company, on or after April 1, 2003, at a redemption price equal to the
100% of the principal amount thereof, plus accrued interest to the date of
redemption.
The Designated Securities may be redeemed in whole or in part, in integral
multiples of $1,000 principal amount, at the option of the representative of
any deceased owner, subject to the limitations described in the Prospectus
Supplement and Supplemental Indenture No. 6, at a redemption price equal to
the 100% of the principal amount thereof, plus accrued interest to the date
of redemption.
Sinking Fund Provisions:
No sinking fund provisions
Defeasance Provisions:
The provisions of Section 4.4 of the Indenture shall apply to the notes. The
provisions of Section 4.5 of the Indenture shall apply to the notes with
respect of the covenants specified in said Section 4.5 and the covenants set
forth in Section 2.5 of Supplemental Indenture No. 6.
Time of Delivery:
9:00 am, central standard time, March 23, 2000
Closing Location:
the offices of:
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, MO 63122
Names and Addresses of Representatives:
Edward D. Jones & Co., L.P.
12555 Manchester Road
St., Louis, MO 63131
1139336.02 2
<PAGE>
SCHEDULE II-B
Title of Designated Securities:
8.10% Notes due August 1, 2015
Aggregate Principal Amount:
$40,000,000
Price to Public:
Initially at 100% of the principal amount of the Designated Securities, and
thereafter at varying prices related to prevailing market prices at time of
resale
Purchase Price by Underwriters:
97.65% of the principal amount of the Designated Securities,
Specified Funds for Payment of Purchase Price:
Immediately Available Funds payable to the Company's bank account at:
AmSouth Bank NA
Birmingham, Alabama
RT: 062000019
for: Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama
Account #: 224383
Attn: Charles Evers
Indenture:
Indenture dated June 1, 1994, between the Company and The Bank of New York,
as Trustee, as supplemented by Supplemental Indenture No. 6 dated March 20,
2000
Maturity:
August 1, 2015
Interest Rate:
8.1%
1139336.02 3
<PAGE>
Interest Payment Dates:
February 1 and August 1
Redemption Provisions:
The Designated Securities may be redeemed in whole or in part at the option
of the Company, on or after April 1, 2003, at a redemption price equal to the
100% of the principal amount thereof, plus accrued interest to the date of
redemption.
The Designated Securities may be redeemed in whole or in part, in integral
multiples of $1,000 principal amount, at the option of the representative of
any deceased owner, subject to the limitations described in the Prospectus
Supplement and Supplemental Indenture No. 6, at a redemption price equal to
the 100% of the principal amount thereof, plus accrued interest to the date
of redemption.
Sinking Fund Provisions:
No sinking fund provisions
Defeasance Provisions:
The provisions of Section 4.4 of the Indenture shall apply to the notes. The
provisions of Section 4.5 of the Indenture shall apply to the notes with
respect of the covenants specified in said Section 4.5 and the covenants set
forth in Section 2.5 of Supplemental Indenture No. 6.
Time of Delivery:
9:00 am, central standard time, March 23, 2000
Closing Location:
the offices of:
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, MO 63122
Names and Addresses of Representatives:
Edward D. Jones & Co., L.P.
12555 Manchester Road
St., Louis, MO 63131
1139336.02 4
<PAGE>
SCHEDULE II-C
Title of Designated Securities:
8.25% Notes due October 1, 2030
Aggregate Principal Amount:
$35,000,000
Price to Public:
Initially at 100% of the principal amount of the Designated Securities, and
thereafter at varying prices related to prevailing market prices at time of
resale
Purchase Price by Underwriters:
96.85% of the principal amount of the Designated Securities,
Specified Funds for Payment of Purchase Price:
Immediately Available Funds payable to the Company's bank account at:
AmSouth Bank NA
Birmingham, Alabama
RT: 062000019
for: Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama
Account #: 224383
Attn: Charles Evers
Indenture:
Indenture dated June 1, 1994, between the Company and The Bank of New York,
as Trustee, as supplemented by Supplemental Indenture No. 6 dated March 20,
2000
Maturity:
October 1, 2030
Interest Rate:
8.25%
Interest Payment Dates:
1139336.02 5
<PAGE>
April 1 and October 1
Redemption Provisions:
The Designated Securities may be redeemed in whole or in part at the option of
the Company, on or after April 1, 2005, at a redemption price equal to the 100%
of the principal amount thereof, plus accrued interest to the date of
redemption.
The Designated Securities may be redeemed in whole or in part, in integral
multiples of $1,000 principal amount, at the option of the representative of any
deceased owner, subject to the limitations described in the Prospectus
Supplement and Supplemental Indenture No. 6, at a redemption price equal to the
100% of the principal amount thereof, plus accrued interest to the date of
redemption.
Sinking Fund Provisions:
No sinking fund provisions
Defeasance Provisions:
The provisions of Section 4.4 of the Indenture shall apply to the notes. The
provisions of Section 4.5 of the Indenture shall apply to the notes with respect
of the covenants specified in said Section 4.5 and the covenants set forth in
Section 2.5 of Supplemental Indenture No. 6.
Time of Delivery:
9:00 am, central standard time, March 23, 2000
Closing Location:
the offices of:
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, MO 63122
Names and Addresses of Representatives:
Edward D. Jones & Co., L.P.
12555 Manchester Road
St., Louis, MO 63131
37377v2
1139336.02 6
EXHIBIT 4.1
(FORM OF FACE OF SENIOR NOTE DUE JULY 1, 2010)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS SENIOR NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SENIOR NOTES IN
CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY
A NOMINEE OF DTC TO ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
PROTECTIVE LIFE CORPORATION
8.00% Senior Note Due July 1, 2010
No. 1 $50,000,000
CUSIP: 743674 AB 9
Protective Life Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company," which term includes
any successor corporation under the Indenture (as defined on the reverse
hereof), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of $50,000,000 (Fifty Million Dollars) on July 1,
2010, and to pay interest thereon from March 23, 2000, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for.
Interest shall be payable on the Company's 8.00% Senior Note due July 1, 2010
("Series A Note") semi-annually on January 1 and July 1 of each year (each an
"Interest Payment Date"), commencing on July 1, 2000 at the rate of 8.00% per
annum, until the principal hereof is paid or made available for payment;
PROVIDED that any such installment of interest which is overdue shall bear
interest at the rate of 8.00% per annum (to the extent that the payment of such
interest shall be legally enforceable) from the dates such amounts are due until
they are paid or made available for payment, and such interest shall be payable
on demand. The amount of interest payable on any Interest Payment Date shall be
computed on the basis of twelve 30-day months and a 360-day year and, for any
period that is shorter than a full
<PAGE>
calendar month, will be calculated on the basis of the actual number of days
elapsed in such period. In the event that any date on which interest is payable
on this Series A Note is not a Business Day, then payment of the interest
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect to any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. The interest so payable
on any Interest Payment Date which is punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Series A Note is
registered at the close of business on the Regular Record Date for such Interest
Payment Date, which shall be December 15 or June 15, as the case may be,
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Person in whose
name this Series A Note is registered on the relevant Regular Record Date, and
such defaulted interest shall instead be payable to the Person in whose name
this Series A Note is registered on the Special Record Date or other specified
date determined in accordance with the Indenture and Supplemental Indenture No.
6, referred to on the reverse hereof.
Payment of the principal of and interest on this Series A Note will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York (which shall initially be the
Corporate Trust Office of the Trustee), in same day funds by wire transfer to an
account maintained by the Person entitled thereto as specified in the Register
of Holders of the Series A Notes, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.
Reference is hereby made to the further provisions of this Series A
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Series A
Note shall not be entitled to any benefit under the Indenture and Supplemental
Indenture No. 6 referred to on the reverse hereof or be valid or obligatory for
any purpose.
<PAGE>
IN WITNESS WHEREOF, Protective Life Corporation has caused this
instrument to be executed under its corporate seal.
Dated: March 23, 2000
(Corporate Seal) PROTECTIVE LIFE CORPORATION
By:
Richard J. Bielen
Senior Vice President, Investments
By:
Jerry W. DeFoor
Vice President, Controller
And Chief Accounting Officer
This is one of the Securities of the series described in the within-mentioned
Indenture.
Dated: March 23, 2000
THE BANK OF NEW YORK,
as Trustee
By: THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A.,
as Agent
By:
Authorized Signatory
<PAGE>
(FORM OF REVERSE OF SERIES A NOTE)
This Series A Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Senior Indenture, dated as of June 1, 1994 (herein, together with
all indentures supplemental thereto, including Supplemental Indenture No. 6,
dated as of March 20, 2000, called the "Indenture"), from the Company to The
Bank of New York (herein called the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $50,000,000, and is issued pursuant to
Supplemental Indenture No. 6, dated as of March 20, 2000, from the Company to
the Trustee, relating to the securities of this series (herein called
"Supplemental Indenture No. 6").
The Securities of this series shall not be subject to redemption at the option
of the Company at any time and the Company shall have no obligation to redeem or
purchase the Securities pursuant to any sinking fund, except in each instance as
follows:
Optional Redemption. On or after April 1, 2003, the Company may, at its
option, redeem the Series A Notes in whole or in part, from time to time at a
redemption price equal 100% of the principal amount to be redeemed, together
with accrued but unpaid interest, if any, on the principal amount to be redeemed
to the date of the redemption.
In the event that less than all of the Series A Notes are to be redeemed at any
time, selection of the Series A Notes or portions thereof for redemption will be
made by the Trustee by lot or any other method the Trustee shall deem fair and
reasonable; provided, however, that Series A Notes and portions of the Series A
Notes that the Trustee selects shall be in amounts of $1,000 or integral
multiples of $1,000. Notice of redemption to the Holders of the Series A Notes
to be redeemed shall be given by mailing notice of such redemption by
first-class mail, at least 30 days and not more than 60 days prior to the date
fixed for redemption to such Holders of Series A Notes at their registered
addresses. Unless the Company defaults in making such redemption payment,
interest on the Series A Notes called for redemption ceases to accrue on and
after the redemption date.
Redemption at the Option of the Holder. Unless the Series A Notes have
become due and payable prior to their Stated Maturity by reason of an Event of
Default or by reason of redemption at the option of the Company, commencing the
date of original issuance the Representative (as defined below) of a deceased
Beneficial Owner of an interest in the Series A Notes has the right to request
redemption of all or part of his or her interest in the Series A Notes , in
integral multiples of $1,000, for payment prior to Stated Maturity, and the
Company will redeem same subject to the limitations that the Company will not be
obligated to redeem during any 12 twelve-month period beginning the date of
original issuance or any April 1 thereafter and ending on any March 31
thereafter, (i) on behalf of any given deceased Beneficial Owner any interest in
the Series A Notes, 8.10% Senior Notes due 2015 and 8.25% Senior Notes due 2030
which exceeds an aggregate principal amount of $25,000 or (ii) interests in the
Series A Notes, 8.10% Senior Notes due 2015 and
<PAGE>
8.25% Senior Notes due 2030 in an aggregate principal amount exceeding two
percent of the aggregate principal amount of Series A Notes, 8.10% Senior Notes
due 2015 and 8.25% Senior Notes due 2030 originally issued (i.e. $2,500,000). In
the case of interests in the Series A Notes owned by a deceased Beneficial
Owner, a request for redemption may be presented to the Trustee at any time and
in any principal amount. If the Company, although not obligated to do so,
chooses to redeem interests of a deceased Beneficial Owner in the Series A Notes
in any such period in excess of the $25,000 limitation, such redemption, to the
extent that it exceeds the $25,000 limitation for any Beneficial Owner, shall
not be included in the computation of the two percent limitation for such period
or any succeeding period.
Subject to the $25,000 and the two percent limitations, the Company will upon
the death of any Beneficial Owner redeem the interest of the Beneficial Owner in
the Series A Notes within 60 days following receipt by the Trustee of a validly
completed Redemption Request (as defined below), including all supporting
documentation, from such Beneficial Owner's personal representative, or
surviving joint tenant(s), tenant(s) by the entirety or tenant(s) in common, or
other persons entitled to effect such a Redemption Request (each, a
"Representative"). If a Redemption Request on behalf of a deceased Beneficial
Owner exceeds the $25,000 per prepayment period limitation, or if Redemption
Requests in the aggregate exceed the two percent per prepayment period
limitation, then such excess Redemption Request(s) (subject in the case of the
$25,000 limitation to the provisions of the last sentence of the preceding
paragraph) will be applied to successive periods in the order of receipt for
prepayment, regardless of the number of periods required to redeem such interest
unless sooner withdrawn as described below. An acquisition of Series A Notes by
the Company or its subsidiaries other than by redemption at the option of any
Representative of a deceased Beneficial Owner shall not be included in the
computation of either the $25,000 or two percent limitations for any period.
A request for redemption of an interest in the Series A Notes may be made by
delivering a request to the Participant through whom the Beneficial Owner owns
such interest, in form satisfactory to the Participant, together with evidence
of death of the Beneficial Owner and authority of the Representative
satisfactory to the Participant and the Trustee. A Representative of a deceased
Beneficial Owner may make the request for redemption and shall submit such other
evidence of the right to such redemption as the Participant or Trustee shall
require. The request shall specify the principal amount of the Series A Notes to
be redeemed. A request for redemption in form satisfactory to the Participant
and accompanied by the documents relevant to the request as described above,
together with a certification by the Participant that it holds the interest on
behalf of the deceased Beneficial Owner with respect to whom the request for
redemption is being made (the "Redemption Request"), shall be provided to the
Depository by a Participant and the Depository will forward the request to the
Trustee. Redemption Requests, including all supporting documentation, shall be
in form satisfactory to the Trustee and no request for redemption shall be
considered validly made until the Redemption Request and all supporting
documentation, in form satisfactory to the Trustee, shall have been received by
the Trustee.
The price to be paid by the Company for an interest in the Series A Notes to be
redeemed pursuant to a Redemption Request from a deceased Beneficial Owner's
Representative is one hundred percent (100%) of the principal amount thereof
plus accrued but unpaid interest on the principal amount
<PAGE>
redeemed to the date of payment to the Depository of the redemption price of
such interest in the Series A Notes. Subject to arrangements with the
Depository, payment of the redemption price for an interest in the Series A
Notes which is to be redeemed shall be made to the Depository within 60 days
following receipt by the Trustee of the Redemption Request, including all
supporting documentation, and the Series A Notes to be redeemed in the aggregate
principal amount specified in the Redemption Request submitted to the Trustee by
the Depository which is to be fulfilled in connection with such payment.
Interests in the Series A Notes held by tenants by the entirety, joint tenants
or tenants in common will be deemed to be held by a single Beneficial Owner and
the death of a tenant in common, tenant by the entirety or joint tenant will be
deemed the death of a Beneficial Owner. The death of a person who, during such
person's lifetime, was entitled to substantially all of the rights of a
Beneficial Owner will be deemed the death of the Beneficial Owner, regardless of
the recordation of such interest on the records of the Participant, if such
rights can be established to the satisfaction of the Participant and the
Trustee. Such interests shall be deemed to exist in typical cases of nominee
ownership, ownership under the Uniform Gifts to Minors Act or the Uniform
Transfers to Minors Act, community property or other joint ownership
arrangements between a husband and wife (including individual retirement
accounts or Keogh [H.R.-10] plans maintained solely by or for the decedent or by
or for the decedent and any spouse), and trust and certain other arrangements
where one person has substantially all of the rights of a Beneficial Owner
during such person's lifetime.
Any Redemption Request may be withdrawn upon delivery of a written request for
such withdrawal given to the Trustee by the Depository prior to payment to the
Depository of the redemption price of the interest in the Series A Notes.
The Indenture contains provisions for defeasance at any time of the indebtedness
on this Security or of certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security.
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or
<PAGE>
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security. No reference herein to the Indenture or to Supplemental Indenture
No. 6 and no provision of this Security or of the Indenture or of Supplemental
Indenture No. 6 shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and interest on, this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations as set forth
therein and in Supplemental Indenture No. 6, the transfer of this Security is
registrable on the Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and interest on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company, the
Trustee and the Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Security is registered as the owner hereof for all
purposes, whether or not the Security be overdue, and neither the Company, the
Trustee nor any such agent of the Company or the Trustee shall be affected by
notice to the contrary.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
<PAGE>
SCHEDULE OF REDEMPTIONS
The following redemptions of interests in this Global Note
have been made:
Amount of Decrease Principal Amount of the Signature of
Date of in Principal Amount Global Note Authorized Officer
Redemption of this Global Note Following Such Decrease of Trustee
EXHIBIT 4.2
(FORM OF FACE OF SENIOR NOTE DUE AUGUST 1, 2015)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS SENIOR NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SENIOR NOTES IN
CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY
A NOMINEE OF DTC TO ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
PROTECTIVE LIFE CORPORATION
8.10% Senior Note Due August 1, 2015
No. 1 $40,000,000
CUSIP: 743674 AK 9
Protective Life Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company," which term includes
any successor corporation under the Indenture (as defined on the reverse
hereof), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of $40,000,000 (Forty Million Dollars) on August 1,
2015, and to pay interest thereon from March 23, 2000, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for.
Interest shall be payable on the Company's 8.10% Senior Note due August 1, 2015
("Series B Note") semi-annually on February 1 and August 1 of each year (each an
"Interest Payment Date"), commencing on August 1, 2000 at the rate of 8.10% per
annum, until the principal hereof is paid or made available for payment;
PROVIDED that any such installment of interest which is overdue shall bear
interest at the rate of 8.10% per annum (to the extent that the payment of such
interest shall be legally enforceable) from the dates such amounts are due until
they are paid or made available for payment, and such interest shall be payable
on demand. The amount of interest payable on any Interest Payment Date shall be
computed on the basis of twelve 30-day months and a 360-day year and, for any
period that is shorter than a full calendar month, will be calculated on the
basis of the actual number of days elapsed in such period. In the event that any
date on which interest is payable on this Series B Note is not a Business Day,
<PAGE>
then payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect to any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The interest so payable on any Interest Payment Date which is
punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture referred to on the reverse hereof, be paid to the
Person in whose name this Series B Note is registered at the close of business
on the Regular Record Date for such Interest Payment Date, which shall be
January 15 or July 15, as the case may be, preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Person in whose name this Series B Note is registered
on the relevant Regular Record Date, and such defaulted interest shall instead
be payable to the Person in whose name this Series B Note is registered on the
Special Record Date or other specified date determined in accordance with the
Indenture and Supplemental Indenture No. 6, referred to on the reverse hereof.
Payment of the principal of and interest on this Series B Note will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York (which shall initially be the
Corporate Trust Office of the Trustee), in same day funds by wire transfer to an
account maintained by the Person entitled thereto as specified in the Register
of Holders of the Series B Notes, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.
Reference is hereby made to the further provisions of this Series B
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Series B
Note shall not be entitled to any benefit under the Indenture and Supplemental
Indenture No. 6 referred to on the reverse hereof or be valid or obligatory for
any purpose.
<PAGE>
IN WITNESS WHEREOF, Protective Life Corporation has caused this
instrument to be executed under its corporate seal.
Dated: March 23, 2000
(Corporate Seal) PROTECTIVE LIFE CORPORATION
By:
Richard J. Bielen
Senior Vice President, Investments
By:
Jerry W. DeFoor
Vice President, Controller
And Chief Accounting Officer
This is one of the Securities of the series described in the within-mentioned
Indenture.
Dated: March 23, 2000
THE BANK OF NEW YORK,
as Trustee
By: THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A.,
as Agent
By:
Authorized Signatory
<PAGE>
(FORM OF REVERSE OF SERIES B NOTE)
This Series B Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Senior Indenture, dated as of June 1, 1994 (herein, together with
all indentures supplemental thereto, including Supplemental Indenture No. 6,
dated as of March 20, 2000, called the "Indenture"), from the Company to The
Bank of New York (herein called the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $40,000,000, and is issued pursuant to
Supplemental Indenture No. 6, dated as of March 20, 2000, from the Company to
the Trustee, relating to the securities of this series (herein called
"Supplemental Indenture No. 6").
The Securities of this series shall not be subject to redemption at the option
of the Company at any time and the Company shall have no obligation to redeem or
purchase the Securities pursuant to any sinking fund, except in each instance as
follows:
Optional Redemption. On or after April 1, 2003, the Company may, at its
option, redeem the Series B Notes in whole or in part, from time to time at a
redemption price equal 100% of the principal amount to be redeemed, together
with accrued but unpaid interest, if any, on the principal amount to be redeemed
to the date of the redemption.
In the event that less than all of the Series B Notes are to be redeemed at any
time, selection of the Series B Notes or portions thereof for redemption will be
made by the Trustee by lot or any other method the Trustee shall deem fair and
reasonable; provided, however, that Series B Notes and portions of the Series B
Notes that the Trustee selects shall be in amounts of $1,000 or integral
multiples of $1,000. Notice of redemption to the Holders of the Series B Notes
to be redeemed shall be given by mailing notice of such redemption by
first-class mail, at least 30 days and not more than 60 days prior to the date
fixed for redemption to such Holders of Series B Notes at their registered
addresses. Unless the Company defaults in making such redemption payment,
interest on the Series A Notes called for redemption ceases to accrue on and
after the redemption date.
Redemption at the Option of the Holder. Unless the Series B Notes have
become due and payable prior to their Stated Maturity by reason of an Event of
Default or by reason of redemption at the option of the Company, commencing the
date of original issuance the Representative (as defined below) of a deceased
Beneficial Owner of an interest in the Series B Notes has the right to request
redemption of all or part of his or her interest in the Series B Notes, in
integral multiples of $1,000, for payment prior to Stated Maturity, and the
Company will redeem same subject to the limitations that the Company will not be
obligated to redeem during any 12 twelve-month period beginning the date of
original issuance or any April 1 thereafter and ending on any March 31
thereafter, (i) on behalf of any given deceased Beneficial Owner any interest in
the Series B Notes, 8.00% Senior Notes due 2010 and 8.25% Senior Notes due 2030
which exceeds an aggregate principal amount of $25,000 or (ii) interests in the
Series B Notes, 8.00% Senior Notes due 2010 and
<PAGE>
8.25% Senior Notes due 2030 in an aggregate principal amount exceeding two
percent of the aggregate principal amount of Series B Notes, 8.00% Senior Notes
due 2010 and 8.25% Senior Notes due 2030 originally issued (i.e. $2,500,000). In
the case of interests in the Series B Notes owned by a deceased Beneficial
Owner, a request for redemption may be presented to the Trustee at any time and
in any principal amount. If the Company, although not obligated to do so,
chooses to redeem interests of a deceased Beneficial Owner in the Series B Notes
in any such period in excess of the $25,000 limitation, such redemption, to the
extent that it exceeds the $25,000 limitation for any Beneficial Owner, shall
not be included in the computation of the two percent limitation for such period
or any succeeding period.
Subject to the $25,000 and the two percent limitations, the Company will upon
the death of any Beneficial Owner redeem the interest of the Beneficial Owner in
the Series B Notes within 60 days following receipt by the Trustee of a validly
completed Redemption Request (as defined below), including all supporting
documentation, from such Beneficial Owner's personal representative, or
surviving joint tenant(s), tenant(s) by the entirety or tenant(s) in common, or
other persons entitled to effect such a Redemption Request (each, a
"Representative"). If a Redemption Request on behalf of a deceased Beneficial
Owner exceeds the $25,000 per prepayment period limitation, or if Redemption
Requests in the aggregate exceed the two percent per prepayment period
limitation, then such excess unredeemed Redemption Request(s) (subject in the
case of the $25,000 limitation to the provisions of the last sentence of the
preceding paragraph) will be applied to successive periods in the order of
receipt for prepayment, regardless of the number of periods required to redeem
such interest unless sooner withdrawn as described below. An acquisition of
Series B Notes by the Company or its subsidiaries other than by redemption at
the option of any Representative of a deceased Beneficial Owner shall not be
included in the computation of either the $25,000 or two percent limitations for
any period.
A request for redemption of an interest in the Series B Notes may be made by
delivering a request to the Participant through whom the Beneficial Owner owns
such interest, in form satisfactory to the Participant, together with evidence
of death of the Beneficial Owner and authority of the Representative
satisfactory to the Participant and the Trustee. A Representative of a deceased
Beneficial Owner may make the request for redemption and shall submit such other
evidence of the right to such redemption as the Participant or Trustee shall
require. The request shall specify the principal amount of the Series B Notes to
be redeemed. A request for redemption in form satisfactory to the Participant
and accompanied by the documents relevant to the request as described above,
together with a certification by the Participant that it holds the interest on
behalf of the deceased Beneficial Owner with respect to whom the request for
redemption is being made (the "Redemption Request"), shall be provided to the
Depository by a Participant and the Depository will forward the request to the
Trustee. Redemption Requests, including all supporting documentation, shall be
in form satisfactory to the Trustee and no request for redemption shall be
considered validly made until the Redemption Request and all supporting
documentation, in form satisfactory to the Trustee, shall have been received by
the Trustee.
The price to be paid by the Company for an interest in the Series B Notes to be
redeemed pursuant to a Redemption Request from a deceased Beneficial Owner's
Representative is one hundred percent (100%) of the principal amount thereof
plus accrued but unpaid interest on the principal amount
<PAGE>
redeemed to the date of payment to the Depository of the redemption price of
such interest in the Series B Notes. Subject to arrangements with the
Depository, payment of the redemption price for an interest in the Series B
Notes which is to be redeemed shall be made to the Depository within 60 days
following receipt by the Trustee of the Redemption Request, including all
supporting documentation, and the Series B Notes to be redeemed in the aggregate
principal amount specified in the Redemption Request submitted to the Trustee by
the Depository which is to be fulfilled in connection with such payment.
Interests in the Series B Notes held by tenants by the entirety, joint tenants
or tenants in common will be deemed to be held by a single Beneficial Owner and
the death of a tenant in common, tenant by the entirety or joint tenant will be
deemed the death of a Beneficial Owner. The death of a person who, during such
person's lifetime, was entitled to substantially all of the rights of a
Beneficial Owner will be deemed the death of the Beneficial Owner, regardless of
the recordation of such interest on the records of the Participant, if such
rights can be established to the satisfaction of the Participant and the
Trustee. Such interests shall be deemed to exist in typical cases of nominee
ownership, ownership under the Uniform Gifts to Minors Act or the Uniform
Transfers to Minors Act, community property or other joint ownership
arrangements between a husband and wife (including individual retirement
accounts or Keogh [H.R.10] plans maintained solely by or for the decedent or by
or for the decedent and any spouse), and trust and certain other arrangements
where one person has substantially all of the rights of a Beneficial Owner
during such person's lifetime.
Any Redemption Request may be withdrawn upon delivery of a written request for
such withdrawal given to the Trustee by the Depository prior to payment to the
Depository of the redemption price of the interest in the Series B Notes.
The Indenture contains provisions for defeasance at any time of the indebtedness
on this Security or of certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security.
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or
<PAGE>
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security. No reference herein to the Indenture or to Supplemental Indenture
No. 6 and no provision of this Security or of the Indenture or of Supplemental
Indenture No. 6 shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and interest on, this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations as set forth
therein and in Supplemental Indenture No. 6, the transfer of this Security is
registrable on the Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and interest on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company, the
Trustee and the Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Security is registered as the owner hereof for all
purposes, whether or not the Security be overdue, and neither the Company, the
Trustee nor any such agent of the Company or the Trustee shall be affected by
notice to the contrary.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
<PAGE>
SCHEDULE OF REDEMPTIONS
The following redemptions of interests in this Global Note have been made:
Amount of Decrease Principal Amount of the Signature of
Date of in Principal Amount Global Note Authorized Officer
Redemption of this Global Note Following Such Decrease of Trustee
EXHIBIT 4.3
(FORM OF FACE OF SENIOR NOTE DUE OCTOBER 1, 2030)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS SENIOR NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SENIOR NOTES IN
CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY
A NOMINEE OF DTC TO ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
PROTECTIVE LIFE CORPORATION
8.25% Senior Note Due October 1, 2030
No. 1 $35,000,000
CUSIP: 743674 AL 7
Protective Life Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company," which term includes
any successor corporation under the Indenture (as defined on the reverse
hereof), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of $35,000,000 (Thirty-Five Million Dollars) on
October 1, 2030, and to pay interest thereon from March 23, 2000, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for. Interest shall be payable on the Company's 8.25% Senior Note due
October 1, 2030 ("Series C Note") semi-annually on April 1 and October 1 of each
year (each an "Interest Payment Date"), commencing on October 1, 2000 at the
rate of 8.25% per annum, until the principal hereof is paid or made available
for payment; PROVIDED that any such installment of interest which is overdue
shall bear interest at the rate of 8.25% per annum (to the extent that the
payment of such interest shall be legally enforceable) from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of twelve 30-day months and
a 360-day year and, for any period that is shorter than a full calendar month,
will be calculated on the basis of the actual number of days elapsed in such
period. In the event that any date on which interest is payable on this Series C
Note is not a Business Day,
<PAGE>
then payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect to any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The interest so payable on any Interest Payment Date which is
punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture referred to on the reverse hereof, be paid to the
Person in whose name this Series C Note is registered at the close of business
on the Regular Record Date for such Interest Payment Date, which shall be March
15 or September 15, as the case may be, preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Person in whose name this Series C Note is registered
on the relevant Regular Record Date, and such defaulted interest shall instead
be payable to the Person in whose name this Series C Note is registered on the
Special Record Date or other specified date determined in accordance with the
Indenture and Supplemental Indenture No. 6, referred to on the reverse hereof.
Payment of the principal of and interest on this Series C Note will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York (which shall initially be the
Corporate Trust Office of the Trustee), in same day funds by wire transfer to an
account maintained by the Person entitled thereto as specified in the Register
of Holders of the Series C Notes, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.
Reference is hereby made to the further provisions of this Series C
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Series C
Note shall not be entitled to any benefit under the Indenture and Supplemental
Indenture No. 6 referred to on the reverse hereof or be valid or obligatory for
any purpose.
<PAGE>
IN WITNESS WHEREOF, Protective Life Corporation has caused this
instrument to be executed under its corporate seal.
Dated: March 23, 2000
(Corporate Seal) PROTECTIVE LIFE CORPORATION
By:
Richard J. Bielen
Senior Vice President, Investments
By:
Jerry W. DeFoor
Vice President, Controller
And Chief Accounting Officer
This is one of the Securities of the series described in the within-mentioned
Indenture.
Dated: March 23, 2000
THE BANK OF NEW YORK,
as Trustee
By: THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A.,
as Agent
By:
Authorized Signatory
<PAGE>
(FORM OF REVERSE OF SERIES C NOTE)
This Series C Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Senior Indenture, dated as of June 1, 1994 (herein, together with
all indentures supplemental thereto, including Supplemental Indenture No. 6,
dated as of March 20, 2000, called the "Indenture"), from the Company to The
Bank of New York (herein called the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be authenticated, and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $35,000,000, and is issued pursuant to
Supplemental Indenture No. 6, dated as of March 20, 2000, from the Company to
the Trustee, relating to the securities of this series (herein called
"Supplemental Indenture No. 6").
The Securities of this series shall not be subject to redemption at the option
of the Company at any time and the Company shall have no obligation to redeem or
purchase the Securities pursuant to any sinking fund, except in each instance as
follows:
Optional Redemption. On or after April 1, 2005, the Company may, at its
option, redeem the Series C Notes in whole or in part, from time to time at a
redemption price equal 100% of the principal amount to be redeemed, together
with accrued but unpaid interest, if any, on the principal amount to be redeemed
to the date of the redemption.
In the event that less than all of the Series C Notes are to be redeemed at any
time, selection of the Series C Notes or portions thereof for redemption will be
made by the Trustee by lot or any other method the Trustee shall deem fair and
reasonable; provided, however, that Series C Notes and portions of the Series C
Notes that the Trustee selects shall be in amounts of $1,000 or integral
multiples of $1,000. Notice of redemption to the Holders of the Series C Notes
to be redeemed shall be given by mailing notice of such redemption by
first-class mail, at least 30 days and not more than 60 days prior to the date
fixed for redemption to such Holders of Series C Notes at their registered
addresses. Unless the Company defaults in making such redemption payment,
interest on the Series A Notes called for redemption ceases to accrue on and
after the redemption date.
Redemption at the Option of the Holder. Unless the Series C Notes have
become due and payable prior to their Stated Maturity by reason of an Event of
Default or by reason of redemption at the option of the Company, commencing the
date of original issuance the Representative (as defined below) of a deceased
Beneficial Owner of an interest in the Series C Notes has the right to request
redemption of all or part of his or her interest in the Series C Notes , in
integral multiples of $1,000, for payment prior to Stated Maturity, and the
Company will redeem same subject to the limitations that the Company will not be
obligated to redeem during any 12 twelve-month period beginning the date of
original issuance or any April 1 thereafter and ending on any March 31
thereafter, (i) on behalf of any given deceased Beneficial Owner any interest in
the Series C Notes, 8.00% Senior Notes due 2010 and 8.10% Senior Notes due 2015
which exceeds an aggregate principal amount of $25,000 or (ii) interests in the
Series C Notes, 8.00% Senior Notes due 2010 and
<PAGE>
8.10% Senior Notes due 2015 in an aggregate principal amount exceeding two
percent of the aggregate principal amount of Series C Notes, 8.00% Senior Notes
due 2010 and 8.10% Senior Notes due 2015 originally issued (i.e. $2,500,000). In
the case of interests in the Series C Notes owned by a deceased Beneficial
Owner, a request for redemption may be presented to the Trustee at any time and
in any principal amount. If the Company, although not obligated to do so,
chooses to redeem interests of a deceased Beneficial Owner in the Series C Notes
in any such period in excess of the $25,000 limitation, such redemption, to the
extent that it exceeds the $25,000 limitation for any Beneficial Owner, shall
not be included in the computation of the two percent limitation for such period
or any succeeding period.
Subject to the $25,000 and the two percent limitations, the Company will upon
the death of any Beneficial Owner redeem the interest of the Beneficial Owner in
the Series C Notes within 60 days following receipt by the Trustee of a validly
completed Redemption Request (as defined below), including all supporting
documentation, from such Beneficial Owner's personal representative, or
surviving joint tenant(s), tenant(s) by the entirety or tenant(s) in common, or
other persons entitled to effect such a Redemption Request (each, a
"Representative"). If a Redemption Request on behalf of a deceased Beneficial
Owner exceeds the $25,000 per prepayment period limitation, or if Redemption
Requests in the aggregate exceed the two percent per prepayment period
limitation, then such excess unredeemed Redemption Request(s) (subject in the
case of the $25,000 limitation to the provisions of the last sentence of the
preceding paragraph) will be applied to successive periods in the order of
receipt for prepayment, regardless of the number of periods required to redeem
such interest unless sooner withdrawn as described below. An acquisition of
Series C Notes by the Company or its subsidiaries other than by redemption at
the option of any Representative of a deceased Beneficial Owner shall not be
included in the computation of either the $25,000 or two percent limitations for
any period.
A request for redemption of an interest in the Series C Notes may be made by
delivering a request to the Participant through whom the Beneficial Owner owns
such interest, in form satisfactory to the Participant, together with evidence
of death of the Beneficial Owner and authority of the Representative
satisfactory to the Participant and the Trustee. A Representative of a deceased
Beneficial Owner may make the request for redemption and shall submit such other
evidence of the right to such redemption as the Participant or Trustee shall
require. The request shall specify the principal amount of the Series C Notes to
be redeemed. A request for redemption in form satisfactory to the Participant
and accompanied by the documents relevant to the request as described above,
together with a certification by the Participant that it holds the interest on
behalf of the deceased Beneficial Owner with respect to whom the request for
redemption is being made (the "Redemption Request"), shall be provided to the
Depository by a Participant and the Depository will forward the request to the
Trustee. Redemption Requests, including all supporting documentation, shall be
in form satisfactory to the Trustee and no request for redemption shall be
considered validly made until the Redemption Request and all supporting
documentation, in form satisfactory to the Trustee, shall have been received by
the Trustee.
The price to be paid by the Company for an interest in the Series C Notes to be
redeemed pursuant to a Redemption Request from a deceased Beneficial Owner's
Representative is one hundred percent (100%) of the principal amount thereof
plus accrued but unpaid interest on the principal amount
<PAGE>
redeemed to the date of payment to the Depository of the redemption price of
such interest in the Series C Notes. Subject to arrangements with the
Depository, payment of the redemption price for an interest in the Series C
Notes which is to be redeemed shall be made to the Depository within 60 days
following receipt by the Trustee of the Redemption Request, including all
supporting documentation, and the Series C Notes to be redeemed in the aggregate
principal amount specified in the Redemption Request submitted to the Trustee by
the Depository which is to be fulfilled in connection with such payment.
Interests in the Series C Notes held by tenants by the entirety, joint tenants
or tenants in common will be deemed to be held by a single Beneficial Owner and
the death of a tenant in common, tenant by the entirety or joint tenant will be
deemed the death of a Beneficial Owner. The death of a person who, during such
person's lifetime, was entitled to substantially all of the rights of a
Beneficial Owner will be deemed the death of the Beneficial Owner, regardless of
the recordation of such interest on the records of the Participant, if such
rights can be established to the satisfaction of the Participant and the
Trustee. Such interests shall be deemed to exist in typical cases of nominee
ownership, ownership under the Uniform Gifts to Minors Act or the Uniform
Transfers to Minors Act, community property or other joint ownership
arrangements between a husband and wife (including individual retirement
accounts or Keogh [H.R.10] plans maintained solely by or for the decedent or by
or for the decedent and any spouse), and trust and certain other arrangements
where one person has substantially all of the rights of a Beneficial Owner
during such person's lifetime.
Any Redemption Request may be withdrawn upon delivery of a written request for
such withdrawal given to the Trustee by the Depository prior to payment to the
Depository of the redemption price of the interest in the Series C Notes.
The Indenture contains provisions for defeasance at any time of the indebtedness
on this Security or of certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security.
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or
<PAGE>
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security. No reference herein to the Indenture or to Supplemental Indenture
No. 6 and no provision of this Security or of the Indenture or of Supplemental
Indenture No. 6 shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and interest on, this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations as set forth
therein and in Supplemental Indenture No. 6, the transfer of this Security is
registrable on the Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and interest on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company, the
Trustee and the Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Security is registered as the owner hereof for all
purposes, whether or not the Security be overdue, and neither the Company, the
Trustee nor any such agent of the Company or the Trustee shall be affected by
notice to the contrary.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
<PAGE>
SCHEDULE OF REDEMPTIONS
The following redemptions of interests in this Global Note
have been made:
Amount of Decrease Principal Amount of the Signature of
Date of in Principal Amount Global Note Authorized Officer
Redemption of this Global Note Following Such Decrease of Trustee
37376
EXHIBIT 4.4
PROTECTIVE LIFE CORPORATION
to
THE BANK OF NEW YORK, as Trustee
SUPPLEMENTAL INDENTURE NO. 6
Dated as of March 20, 2000
8.00% Senior Notes Due July 1, 2010
($50,000,000)
8.10% Senior Notes Due August 1, 2015
($40,000,000)
8.25% Senior Notes Due October 1, 2030
($35,000,000)
<PAGE>
PROTECTIVE LIFE CORPORATION
SUPPLEMENTAL INDENTURE NO. 6
$50,000,000
8.00% Senior Notes Due July 1, 2010
$40,000,000
8.10% Senior Notes Due August 1, 2015
$35,000,000
8.25% Senior Notes Due October 1, 2030
SUPPLEMENTAL INDENTURE NO. 6, dated as of March 20, 2000, from PROTECTIVE LIFE
CORPORATION, a Delaware corporation (the "Company"), to THE BANK OF NEW YORK, a
New York banking corporation, as trustee (the "Trustee").
The Company has heretofore executed and delivered to the Trustee a
Senior Indenture, dated as of June 1, 1994 (the "Indenture"), providing for the
issuance from time to time of series of the Company's Securities.
Section 3.1 of the Indenture provides for various matters with respect
to any series of Securities issued under the Indenture to be established in an
indenture supplemental to the Indenture.
Section 8.1(7) of the Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Indenture to establish
the form or terms of Securities of any series as provided by Sections 2.1 and
3.1 of the Indenture.
For and in consideration of the premises and the issuance of the series
of Securities provided for herein, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities of
such series:
ARTICLE I
RELATION TO INDENTURE; DEFINITIONS
Section 1.1. This Supplemental Indenture No. 6 constitutes an integral part
of the Indenture.
Section 1.2. For all purposes of this Supplemental Indenture No. 6:
(1) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
1
<PAGE>
(2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections
of this Supplemental Indenture No. 6; and
(3) The terms "herein", "hereof", "hereunder" and other words of
similar import refer to this Supplemental Indenture No. 6.
ARTICLE II
THE SERIES OF SENIOR NOTES
Section 2.1. 8.00% SENIOR NOTES DUE JULY 1, 2010.
Section 2.1.1. TITLE OF THE SECURITIES. There shall be a series of
Securities designated the 8.00% Senior Notes due July 1, 2010 (the "Series A
Notes").
Section 2.1.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES
A NOTES. The aggregate principal amount of the Series A Notes shall be limited
to $50,000,000. Each Series A Note shall be dated the date of its
authentication.
Section 2.1.3. PRINCIPAL PAYMENT DATES. The principal on the Series A
Notes Outstanding (together with any accrued and unpaid interest thereon) shall
be payable in a single installment on July 1, 2010.
Section 2.1.4. INTEREST AND INTEREST RATES. The rate of interest on
each Series A Note shall be 8.00% per annum, accruing from March 23, 2000 or
from the most recent Interest Payment Date to which interest on such Series A
Note has been paid or duly provided for. Interest shall be payable on each
Series A Note semi-annually on January 1 and July 1 of each year (each an
"Interest Payment Date"), commencing on July 1, 2000. The interest so payable on
any Series A Note which is punctually paid or duly provided for on any Interest
Payment Date shall be paid to the Person in whose name such Series A Note is
registered at the close of business on December 15 or June 15 as the case may
be, preceding such January 1 or July 1 (each a "Regular Record Date"). The
interest so payable on a Series A Note which is not punctually paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable to
the Person in whose name such Series A Note is registered on the relevant
Regular Record Date, and such defaulted interest shall instead be payable to the
Person in whose name such Series A Note is registered on the Special Record Date
or other specified Date determined in accordance with the Indenture.
Section 2.1.5. PLACE OF PAYMENT. The Place of Payment where the Series
A Notes may be presented or surrendered for payment, where the Series A Notes
may be surrendered for registration of transfer or exchange and where notices
and demands to and upon the Company in respect of the Series A Notes and the
Indenture may be served shall be in the Borough of Manhattan, The City of New
York, New York, and the office or agency maintained by the Company for such
purpose shall initially be the Corporate Trust Office of the Trustee.
Section 2.1.6. REDEMPTION AT THE OPTION OF THE COMPANY.
2
<PAGE>
(a) Redemption Right at Company's Option. The Company has the right to
redeem the Series A Notes at its sole option, in whole or in part, at
any time and from time to time on or after April 1, 2003, at a
redemption price equal to one hundred percent (100%) of the aggregate
principal amount of the Series A Notes Outstanding and to be redeemed,
together with accrued but unpaid interest on the principal amount to be
redeemed to the redemption date, subject to the terms and conditions
set forth in this Section 2.1.6. The election of the Company to redeem
any Series A Notes shall be evidenced by a Board Resolution.
(b) Notice to Trustee. If the Company wishes to redeem Series A Notes
pursuant to the terms hereof and of the Series A Notes, it shall notify
the Trustee of the redemption date and the principal amount of Series A
Notes to be redeemed. The Company shall give the notice provided for in
this Section not less than 45 nor more than 60 days prior to the
redemption date.
(c) Selection of Series A Notes to be Redeemed. If less than all the
Series A Notes are to be redeemed, the Trustee shall select the Series
A Notes to be redeemed by lot or by any other method the Trustee shall
deem fair and reasonable. The Trustee shall make the selection not more
than 60 days before the redemption date from Series A Notes then
outstanding that have not been previously called for redemption. The
Trustee shall promptly notify the Company in writing of the Series A
Notes selected for redemption and, in the case of any Series A Note
selected for partial purchase or redemption, the principal amount
thereof to be purchased or redeemed. The Trustee may select for
redemption portions of the principal of Series A Notes that have
denominations larger than $1,000. Series A Notes and portions of Series
A Notes that the Trustee selects shall be in amounts of $1,000 or
integral multiples of $1,000. Provisions of this Indenture that apply
to Series A Notes called for redemption also apply to portions of
Series A Notes called for redemption.
(d) Notice of Redemption. At least 30 days but not more than 60 days
before a redemption date, the Company shall mail or cause to be mailed,
by first class mail, a notice of redemption to each Holder whose Series
A Notes are to be redeemed at its registered address.
The notice shall identify the Series A Notes to be redeemed
and shall state:
(i) the redemption date;
(ii) the redemption price;
(iii) if any Series A Note is being redeemed in part,
the portion of the principal amount of such Series A Note to be
redeemed;
(iv) the name and address of the Paying Agent;
(v) that the Series A Notes called for
redemption must be surrendered to the Paying Agent to collect the
redemption price;
3
<PAGE>
(vi) that, unless the Company defaults in making such
redemption payment, interest on Series A Notes called for redemption
ceases to accrue on and after the redemption date; and
(vii) that no representation is made as to the
correctness or accuracy of the CUSIP number, if any, listed in such
notice or printed on the Series A Notes.
At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however,
that the Company shall have delivered to the Trustee, at least 45 days
prior to the redemption date, an Officers' Certificate requesting that
the Trustee give such notice and setting forth the information to be
stated in such notice as provided in the preceding paragraph (which
request may be revoked by so notifying the Trustee in writing on or
before the Business Day immediately preceding the date requested for
the mailing of such notice).
(e) Effect of Notice of Redemption. Once notice of redemption is mailed
in accordance with the provisions hereof, Series A Notes called for
redemption become irrevocably due and payable on the redemption date at
the redemption price. A notice of redemption may not be conditional.
(f) Deposit of Redemption Price. One Business Day prior to the
redemption date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of, and
accrued interest, if any, on all Series A Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price
of, and accrued interest on, all Series A Notes to be redeemed.
If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to
accrue on the Series A Notes or the portions of Series A Notes called
for redemption. If a Series A Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then
any accrued and unpaid interest shall be paid to the Person in whose
name such Series A Note was registered at the close of business on such
record date. If any Series A Notes called for redemption shall not be
so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest shall be paid
on the unpaid principal, from the redemption date until such principal
is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Series A
Notes and in Section 2.1.4. hereof.
(g) Series A Notes Redeemed in Part. Upon surrender of a Series A Note
that is redeemed in part, the Company shall issue and, upon the
Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company, a new Series A Note equal in
principal amount to the unredeemed portion of the Series A Notes
surrendered; provided, however, that so long as the Series A Notes are
issued in the form of global
4
<PAGE>
securities as provided in Section 2.9 hereof, then, in lieu of
surrendering the Series A Note being redeemed in part, the principal
amount of the applicable global Series A Note shall be reduced as and
to the extent provided in Section 2.9.4 hereof.
Section 2.2. 8.10% SENIOR NOTES DUE AUGUST 1, 2015.
Section 2.2.1. TITLE OF THE SECURITIES. There shall be a series of
Securities designated the 8.10% Senior Notes due August 1, 2015 (the "Series
B Notes").
Section 2.2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES
B NOTES. The aggregate principal amount of the Series B Notes shall be limited
to $40,000,000. Each Series B Note shall be dated the date of its
authentication.
Section 2.2.3. PRINCIPAL PAYMENT DATES. The principal on the Series B
Notes Outstanding (together with any accrued and unpaid interest thereon) shall
be payable in a single installment on August 1, 2015.
Section 2.2.4. INTEREST AND INTEREST RATES. The rate of interest on
each Series B Note shall be 8.10% per annum, accruing from March 23, 2000 or
from the most recent Interest Payment Date to which interest on such Series B
Note has been paid or duly provided for. Interest shall be payable on each
Series B Note semi-annually on February 1 and August 1 of each year (each an
"Interest Payment Date"), commencing on August 1, 2000. The interest so payable
on any Series B Note which is punctually paid or duly provided for on any
Interest Payment Date shall be paid to the Person in whose name such Series B
Note is registered at the close of business on January 15 or July 15, as the
case may be, preceding such February 1 or August 1 (each a "Regular Record
Date"). The interest so payable on a Series B Note which is not punctually paid
or duly provided for on any Interest Payment Date shall forthwith cease to be
payable to the Person in whose name such Series B Note is registered on the
relevant Regular Record Date, and such defaulted interest shall instead be
payable to the Person in whose name such Series B Note is registered on the
Special Record Date or other specified Date determined in accordance with the
Indenture.
Section 2.2.5. PLACE OF PAYMENT. The Place of Payment where the Series
B Notes may be presented or surrendered for payment, where the Series B Notes
may be surrendered for registration of transfer or exchange and where notices
and demands to and upon the Company in respect of the Series B Notes and the
Indenture may be served shall be in the Borough of Manhattan, The City of New
York, New York, and the office or agency maintained by the Company for such
purpose shall initially be the Corporate Trust Office of the Trustee.
Section 2.2.6. REDEMPTION AT THE OPTION OF THE COMPANY.
(a) Redemption Right at Company's Option. The Company has the right to
redeem the Series B Notes at its sole option, in whole or in part, at
any time and from time to time on or after April 1, 2003, at a
redemption price equal to one hundred percent (100%) of the aggregate
principal amount of the Series B Notes Outstanding and to be redeemed,
together with accrued but unpaid interest on the principal amount to be
redeemed to the redemption
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date, subject to the terms and conditions set forth in this Section
2.2.6. The election of the Company to redeem any Series B Notes shall
be evidenced by a Board Resolution.
(b) Notice to Trustee. If the Company wishes to redeem Series B Notes
pursuant to the terms hereof and of the Series B Notes, it shall notify
the Trustee of the redemption date and the principal amount of Series B
Notes to be redeemed. The Company shall give the notice provided for in
this Section not less than 45 nor more than 60 days prior to the
redemption date.
(c) Selection of Series B Notes to be Redeemed. If less than all the
Series B Notes are to be redeemed, the Trustee shall select the Series
B Notes to be redeemed by lot or by any other method the Trustee shall
deem fair and reasonable. The Trustee shall make the selection not more
than 60 days before the redemption date from Series B Notes then
outstanding that have not been previously called for redemption. The
Trustee shall promptly notify the Company in writing of the Series B
Notes selected for redemption and, in the case of any Series B Note
selected for partial purchase or redemption, the principal amount
thereof to be purchased or redeemed. The Trustee may select for
redemption portions of the principal of Series B Notes that have
denominations larger than $1,000. Series B Notes and portions of Series
B Notes that the Trustee selects shall be in amounts of $1,000 or
integral multiples of $1,000. Provisions of this Indenture that apply
to Series B Notes called for redemption also apply to portions of
Series B Notes called for redemption.
(d) Notice of Redemption. At least 30 days but not more than 60 days
before a redemption date, the Company shall mail or cause to be mailed,
by first class mail, a notice of redemption to each Holder whose Series
B Notes are to be redeemed at its registered address.
The notice shall identify the Series B Notes to be redeemed
and shall state:
(i) the redemption date;
(ii) the redemption price;
(iii) if any Series B Note is being redeemed in part,
the portion of the principal amount of such Series B Note to be
redeemed;
(iv) the name and address of the Paying Agent;
(v) that the Series B Notes called for
redemption must be surrendered to the Paying Agent to collect the
redemption price;
(vi) that, unless the Company defaults in making such
redemption payment, interest on Series B Notes called for redemption
ceases to accrue on and after the redemption date; and
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(vii) that no representation is made as to the
correctness or accuracy of the CUSIP number, if any, listed in such
notice or printed on the Series B Notes.
At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however,
that the Company shall have delivered to the Trustee, at least 45 days
prior to the redemption date, an Officers' Certificate requesting that
the Trustee give such notice and setting forth the information to be
stated in such notice as provided in the preceding paragraph (which
request may be revoked by so notifying the Trustee in writing on or
before the Business Day immediately preceding the date requested for
the mailing of such notice).
(e) Effect of Notice of Redemption. Once notice of redemption is mailed
in accordance with the provisions hereof, Series B Notes called for
redemption become irrevocably due and payable on the redemption date at
the redemption price. A notice of redemption may not be conditional.
(f) Deposit of Redemption Price. One Business Day prior to the
redemption date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of, and
accrued interest, if any, on all Series B Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price
of, and accrued interest on, all Series B Notes to be redeemed.
If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to
accrue on the Series B Notes or the portions of Series B Notes called
for redemption. If a Series B Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then
any accrued and unpaid interest shall be paid to the Person in whose
name such Series B Note was registered at the close of business on such
record date. If any Series B Notes called for redemption shall not be
so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest shall be paid
on the unpaid principal, from the redemption date until such principal
is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Series B
Notes and in Section 2.2.4 hereof.
(g) Series B Notes Redeemed in Part. Upon surrender of a Series B Note
that is redeemed in part, the Company shall issue and, upon the
Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company, a new Series B Note equal in
principal amount to the unredeemed portion of the Series B Notes
surrendered; provided, however, that so long as the Series B Notes are
issued in the form of global securities as provided in Section 2.9
hereof, then, in lieu of surrendering the Series B Note being redeemed
in part, the principal amount of the applicable global Series B Note
shall be reduced as and to the extent provided in Section 2.9.4 hereof.
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Section 2.3. 8.25% SENIOR NOTES DUE OCTOBER 1, 2030.
Section 2.3.1. TITLE OF THE SECURITIES. There shall be a series of
Securities designated the 8.25% Senior Notes due October 1, 2030 (the "Series C
Notes").
Section 2.3.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES
C NOTES. The aggregate principal amount of the Series C Notes shall be limited
to $35,000,000. Each Series C Note shall be dated the date of its
authentication.
Section 2.3.3. PRINCIPAL PAYMENT DATES. The principal on the Series C
Notes Outstanding (together with any accrued and unpaid interest thereon) shall
be payable in a single installment on October 1, 2030.
Section 2.3.4. INTEREST AND INTEREST RATES. The rate of interest on
each Series C Note shall be 8.25% per annum, accruing from March 23, 2000 or
from the most recent Interest Payment Date to which interest on such Series C
Note has been paid or duly provided for. Interest shall be payable on each
Series C Note semi-annually on April 1 and October 1 of each year (each an
"Interest Payment Date"), commencing on October 1, 2000. The interest so payable
on any Series C Note which is punctually paid or duly provided for on any
Interest Payment Date shall be paid to the Person in whose name such Series C
Note is registered at the close of business on March 15 or September 15, as the
case may be, preceding such April 1 or October 1 (each a "Regular Record Date").
The interest so payable on a Series C Note which is not punctually paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable to
the Person in whose name such Series C Note is registered on the relevant
Regular Record Date, and such defaulted interest shall instead be payable to the
Person in whose name such Series C Note is registered on the Special Record Date
or other specified Date determined in accordance with the Indenture.
Section 2.3.5. PLACE OF PAYMENT. The Place of Payment where the Series
C Notes may be presented or surrendered for payment, where the Series C Notes
may be surrendered for registration of transfer or exchange and where notices
and demands to and upon the Company in respect of the Series C Notes and the
Indenture may be served shall be in the Borough of Manhattan, The City of New
York, New York, and the office or agency maintained by the Company for such
purpose shall initially be the Corporate Trust Office of the Trustee.
Section 2.3.6. REDEMPTION AT THE OPTION OF THE COMPANY.
(a) Redemption Right at Company's Option. The Company has the right to
redeem the Series C Notes at its sole option, in whole or in part, at
any time and from time to time on or after April 1, 2005, at a
redemption price equal to one hundred percent (100%) of the aggregate
principal amount of the Series C Notes Outstanding and to be redeemed,
together with accrued but unpaid interest on the principal amount to be
redeemed to the redemption date, subject to the terms and conditions
set forth in this Section 2.3.6. The election of the Company to redeem
any Series C Notes shall be evidenced by a Board Resolution.
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(b) Notice to Trustee. If the Company wishes to redeem Series C Notes
pursuant to the terms hereof and of the Series C Notes, it shall notify
the Trustee of the redemption date and the principal amount of Series C
Notes to be redeemed. The Company shall give the notice provided for in
this Section not less than 45 nor more than 60 days prior to the
redemption date.
(c) Selection of Series C Notes to be Redeemed. If less than all the
Series C Notes are to be redeemed, the Trustee shall select the Series
C Notes to be redeemed by lot or by any other method the Trustee shall
deem fair and reasonable. The Trustee shall make the selection not more
than 60 days before the redemption date from Series C Notes then
outstanding that have not been previously called for redemption. The
Trustee shall promptly notify the Company in writing of the Series C
Notes selected for redemption and, in the case of any Series C Note
selected for partial purchase or redemption, the principal amount
thereof to be purchased or redeemed. The Trustee may select for
redemption portions of the principal of Series C Notes that have
denominations larger than $1,000. Series C Notes and portions of Series
C Notes that the Trustee selects shall be in amounts of $1,000 or
integral multiples of $1,000. Provisions of this Indenture that apply
to Series C Notes called for redemption also apply to portions of
Series C Notes called for redemption.
(d) Notice of Redemption. At least 30 days but not more than 60 days
before a redemption date, the Company shall mail or cause to be mailed,
by first class mail, a notice of redemption to each Holder whose Series
C Notes are to be redeemed at its registered address.
The notice shall identify the Series C Notes to be redeemed
and shall state:
(i) the redemption date;
(ii) the redemption price;
(iii) if any Series C Note is being redeemed in part,
the portion of the principal amount of such Series C Note to be
redeemed;
(iv) the name and address of the Paying Agent;
(v) that the Series C Notes called for
redemption must be surrendered to the Paying Agent to collect the
redemption price;
(vi) that, unless the Company defaults in making such
redemption payment, interest on Series C Notes called for redemption
ceases to accrue on and after the redemption date; and
(vii) that no representation is made as to the
correctness or accuracy of the CUSIP number, if any, listed in such
notice or printed on the Series C Notes.
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At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however,
that the Company shall have delivered to the Trustee, at least 45 days
prior to the redemption date, an Officers' Certificate requesting that
the Trustee give such notice and setting forth the information to be
stated in such notice as provided in the preceding paragraph (which
request may be revoked by so notifying the Trustee in writing on or
before the Business Day immediately preceding the date requested for
the mailing of such notice).
(e) Effect of Notice of Redemption. Once notice of redemption is mailed
in accordance with the provisions hereof, Series C Notes called for
redemption become irrevocably due and payable on the redemption date at
the redemption price. A notice of redemption may not be conditional.
(f) Deposit of Redemption Price. One Business Day prior to the
redemption date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of, and
accrued interest, if any, on all Series C Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price
of, and accrued interest on, all Series C Notes to be redeemed.
If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to
accrue on the Series C Notes or the portions of Series C Notes called
for redemption. If a Series C Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then
any accrued and unpaid interest shall be paid to the Person in whose
name such Series C Note was registered at the close of business on such
record date. If any Series C Notes called for redemption shall not be
so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest shall be paid
on the unpaid principal, from the redemption date until such principal
is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Series C
Notes and in Section 2.3.4 hereof.
(g) Series C Notes Redeemed in Part. Upon surrender of a Series C Note
that is redeemed in part, the Company shall issue and, upon the
Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company, a new Series C Note equal in
principal amount to the unredeemed portion of the Series C Notes
surrendered; provided, however, that so long as the Series C Notes are
issued in the form of global securities as provided in Section 2.9
hereof, then, in lieu of surrendering the Series C Note being redeemed
in part, the principal amount of the applicable global Series C Note
shall be reduced as and to the extent provided in Section 2.9.4 hereof.
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Section 2.4. LIMITED RIGHT OF REDEMPTION AT OPTION OF BENEFICIAL
OWNER.
Section 2.4.1. Unless the Series A Notes, Series B Notes or Series C
Notes have become due and payable prior to the Stated Maturity by reason of an
Event of Default, commencing the date of original issuance, the Representative
(as defined below) of a deceased holder of an interest in the Series A Notes,
Series B Notes or Series C Notes (each such holder, whether by purchase or
transfer from a purchaser or other transferee, a "Beneficial Owner") has the
right to request redemption of all or part of his or her interest in the Series
A Notes, Series B Notes or Series C Notes, in integral multiples of $1,000, for
payment prior to Stated Maturity, and the Company will redeem the same subject
to the limitations that the Company will not be obligated to redeem during any
twelve-month period beginning the date of original issuance or any April 1
thereafter and ending on any March 31 thereafter, (i) on behalf of any given
deceased Beneficial Owner any interest in the Series A Notes, Series B Notes and
Series C Notes which exceeds an aggregate principal amount of $25,000 or (ii)
interests in the Series A Notes, Series B Notes and Series C Notes in an
aggregate principal amount exceeding two percent of the aggregate principal
amount of Series A Notes, Series B Notes and Series C Notes originally issued
(i.e., $2,500,000). In the case of interests in the Series A Notes, Series B
Notes or Series C Notes owned by a deceased Beneficiary Owner, a request for
redemption may be presented to the Trustee at any time and in any principal
amount in integral multiples of $1,000. If the Company, although not obligated
to do so, chooses to redeem interests of a deceased Beneficial Owner in the
Series A Notes, Series B Notes or Series C Notes in any such period in excess of
the $25,000 limitation, such redemption, to the extent that it exceeds the
$25,000 limitation for any Beneficial Owner, shall not be included in the
computation of the two percent limitation for such period or any succeeding
period.
Section 2.4.2. Subject to the $25,000 and the two percent limitations,
the Company will after the death of any Beneficial Owner redeem the interest of
the Beneficial Owner in the Series A Notes, Series B Notes or Series C Notes
within 60 days following receipt by the Trustee of a validly completed
Redemption Request (as defined below), including all supporting documentation,
from such Beneficial Owner's personal representative, or surviving joint
tenant(s), tenant(s) by the entirety or tenant(s) in common, or other persons
entitled to effect such Redemption Request (each, a "Representative"). If a
Redemption Request on behalf of a deceased Beneficial Owner exceeds the $25,000
per prepayment period limitation, or if the Redemption Requests in the aggregate
exceed the two percent per prepayment period limitation, then such excess
unredeemed Redemption Request(s) (subject in the case of the $25,000 limitation
to the provisions of the last sentence of paragraph 2.4.1) will be applied to
successive periods in the order of receipt by the Trustee for prepayment,
regardless of the number of periods required to redeem such interest, unless
sooner withdrawn as described below. An acquisition of Series A Notes, Series B
Notes or Series C Notes by the Company or its subsidiaries other than by
redemption at the option of any Representative of a deceased Beneficial Owner
shall not be included in the computation of either the $25,000 or two percent
limitations for any period.
Section 2.4.3. A request for redemption of an interest in the Series A
Notes, Series B Notes or Series C Notes may be made by delivering a request to
the direct or indirect participant in the Depository (each, a "Participant")
through whom the Beneficial Owner owned such interest, in form
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satisfactory to the Participant, together with evidence of death of the
Beneficial Owner and authority of the Representative satisfactory to the
Participant and the Trustee, such waivers, notices or certificates as may be
required under applicable state or federal law and such other evidence of the
right of such redemption as the Participant shall require. The written request
for repayment must be signed by the Representative, and such signature must be
guaranteed by a member firm of a registered national securities exchange bank or
trust company having an office or correspondent in the United States. The
request shall specify the principal amount of the Series A Notes, Series B Notes
or Series C Notes to be redeemed. A request for redemption in form satisfactory
to the Participant and accompanied by the documents relevant to the request as
described above, together with a certification by the Participant that it holds
the interest on behalf of a deceased Beneficial Owner with respect to whom the
request for redemption is being made (the "Redemption Request"), shall be
provided to the Depository by a Participant and the Depository will forward the
request to the Trustee. Redemption Requests, including all supporting
documentation, shall be in form satisfactory to the Trustee and no request for
redemption shall be considered validly made until the Redemption Request and all
supporting documentation, in form satisfactory to the Trustee, shall have been
received by the Trustee.
Section 2.4.4. The price to be paid by the Company for an interest in
the Series A Notes, Series B Notes or Series C Notes to be redeemed pursuant to
a Redemption Request from a deceased Beneficial Owner's Representative is one
hundred percent (100%) of the principal amount thereof plus accrued but unpaid
interest on the principal amount redeemed to the date of payment to the
Depository of the redemption price of such interest in the Series A Notes,
Series B Notes or Series C Notes. Subject to arrangements with the Depository,
payment of the redemption price for an interest in the Series A Notes, Series B
Notes or Series C Notes which is to be redeemed shall be made to the Depository
upon presentation of the Notes to the Trustee within 60 days following receipt
by the Trustee of the Redemption Request, including all supporting
documentation, and the Series A Notes, Series B Notes or Series C Notes to be
redeemed in the aggregate principal amount specified in the Redemption Request
submitted to the Trustee by the Depository which is to be fulfilled in
connection with such payment.
Section 2.4.5. Interests in the Series A Notes, Series B Notes or
Series C Notes held by tenants by the entirety, joint tenants or tenants in
common will be deemed to be held by a single Beneficial Owner and the death of a
tenant in common, tenant by the entirety or joint tenant will be deemed the
death of a Beneficial Owner. The death of a person who, during such person's
lifetime, was entitled to substantially all of the rights of a Beneficial Owner
will be deemed the death of the Beneficial Owner, regardless of the recordation
of such interest on the records of the Participant, if such rights can be
established to the satisfaction of the Participant and the Trustee. Such
interests shall be deemed to exist in typical cases of nominee ownership,
ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to
Minors Act, community property or other joint ownership arrangements between a
husband and wife (including individual retirement accounts or Keogh [H.R.10]
plans maintained solely by or for the decedent or by or for the decedent and any
spouse), and trust and certain other arrangements where one person has
substantially all of the rights of a Beneficial Owner during such person's
lifetime.
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Section 2.4.6. Any Redemption Request may be withdrawn upon delivery of
a written request for such withdrawal given to the Trustee by the Depository
prior to payment to the Depository of the redemption price of the interest in
the Series A Notes, Series B Notes or Series C Notes.
Section 2.5. ADDITIONAL COVENANTS. For the benefit of the Holders from
time to time of the Series A Notes, Series B Notes or Series C Notes, and in
addition to the covenants set forth in Article 9 of the Indenture, the Company
further covenants and agrees as follows:
Section 2.5.1. LIMITATIONS ON DISPOSITION OF CAPITAL STOCK OF
RESTRICTED SUBSIDIARIES. The Company will not, and will not permit any
Subsidiary to, sell, assign, transfer or otherwise dispose of any shares of the
capital stock of any Restricted Subsidiary unless the entire capital stock of
such Restricted Subsidiary at the time owned by the Company and its Subsidiaries
shall be disposed of at the same time for a consideration consisting of cash or
other property which the Board of Directors, as evidenced in a Board Resolution,
has determined to be at least equal to the fair value thereof. Notwithstanding
the foregoing provision, (i) the Company shall be permitted to sell, assign,
transfer or otherwise dispose of shares of the capital stock of a Restricted
Subsidiary (A) to any director (or any individual nominated to become a
director) of such Restricted Subsidiary but only to the extent ownership of such
shares is required as directors' qualifying shares for such director or
individual and (B) to any Subsidiary; and (ii) any Restricted Subsidiary shall
be permitted to sell, assign, transfer or otherwise dispose of shares of its
capital stock or the capital stock of any other Restricted Subsidiary (A) to any
director (or any individual nominated to become a director) of such Restricted
Subsidiary but only to the extent ownership of such shares is required as
directors' qualifying shares for such director or individual, or (B) to the
Company or any Subsidiary.
Section 2.5.2. LIMITATIONS UPON CREATION OF LIENS ON CAPITAL STOCK
OF RESTRICTED SUBSIDIARIES.
(a) The Company will not, and will not permit any Restricted Subsidiary
to, at any time directly or indirectly, issue, assume, guarantee or
permit to exist any indebtedness secured by a Lien on the capital stock
of any Restricted Subsidiary without making effective provision whereby
the Series A Notes, Series B Notes or Series C Notes then outstanding
(and if the Company so elects, any other indebtedness ranking on a
parity with the Series A Notes, Series B Notes or Series C Notes) shall
be equally and ratably secured with such indebtedness as to such
property so long as such other indebtedness shall be so secured;
provided, however, that the covenant set forth in this Section 2.5.2
will not be applicable to Liens (i) on the shares of stock of a
subsidiary of a Person that is merged with or into the Company or a
Subsidiary securing debt of such Person, which debt was outstanding
prior to such merger, but only if such pledge and debt were not
incurred in anticipation of such merger, (ii) in favor of the Company
securing debt of a Restricted Subsidiary owed to the Company, (iii) for
taxes or assessments or governmental charges or levies not then due and
delinquent or the validity of which are being contested in good faith
or which are less than $5,000,000, or (iv) created by or resulting from
any litigation or legal proceeding being contested in good faith or
which are less than $5,000,000.
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(b) If the Company shall hereafter be required to secure the Series A
Notes, Series B Notes or Series C Notes equally and ratably with any
other indebtedness pursuant to this Section 2.5.2., (i) the Company
will promptly deliver to the Trustee an Officers' Certificate stating
that the foregoing covenant has been complied with and an Opinion of
Counsel stating that in the opinion of such counsel the foregoing
covenant has been complied with and that any instruments executed by
the Company or any Restricted Subsidiary in the performance of the
foregoing covenant comply with the requirements of the foregoing
covenant and (ii) the Trustee is hereby authorized to enter into an
indenture or agreement supplemental hereto and to take such action, if
any, as it may deem advisable to enable it to enforce the rights of the
Holders of the Series A Notes, Series B Notes or Series C Notes.
Section 2.5.3. For purposes of this Section 2.5, Restricted Subsidiary
shall mean any Subsidiary of the Company with assets greater than or equal to
20% of all assets of the Company and its Subsidiaries, computed and consolidated
in accordance with generally accepted accounting principles.
Section 2.5.4. For purposes of this Section 2.5, "Lien" shall mean any
mortgage, pledge, lien, charge, security interest, conditional sale or other
title retention agreement or other encumbrance of any nature whatsoever.
Section 2.6. MODIFICATION OF EVENTS OF DEFAULT. For the benefit of the
Holders from time to time of the Series A Notes, Series B Notes or Series C
Notes, clause 4 of Section 5.1 of the Indenture is hereby modified by deleting
such clause 4 in its entirety and replacing it with the following:
A default under any mortgage, agreement, indenture or instrument under
which there may be issued, or by which there may be secured, guaranteed
or evidenced any Debt of the Company (including this Indenture) whether
such Debt now exists or shall hereafter be created, in an aggregate
principal amount then outstanding of $15,000,000 or more, which default
(a) shall constitute a failure to pay any portion of the principal of
such Debt when due and payable or (b) shall result in such Debt
becoming or being declared due and payable prior to the date on which
it would otherwise become due and payable, and such acceleration shall
not be rescinded or annulled, or such Debt shall not be paid in full,
within a period of 30 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of
the Outstanding Securities of the Series A Notes, the Series B Notes
and the Series C Notes a written notice specifying such event of
default and requiring the Company to cause such acceleration to be
rescinded or annulled or to pay in full such Debt and stating that such
notice is a "Notice of Default" hereunder; (it being understood,
however, that the Trustee shall not be deemed to have knowledge of such
default under such agreement or instrument unless either (A) a
Responsible Officer of the Trustee shall have actual knowledge of such
default or (B) a Responsible Officer of the Trustee shall have received
written notice thereof from the Company, from any Holder, from the
holder of any such indebtedness or from the trustee under any such
agreement or other instrument); PROVIDED, HOWEVER, that if such default
under such mortgage, agreement, indenture or instrument is remedied or
cured
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by the Company or waived by the holders of such indebtedness, then the
Event of Default hereunder by reason thereof shall be deemed likewise
to have been thereupon remedied, cured or waived without further action
upon the part of either the Trustee or any of such Holders; PROVIDED,
FURTHER, that the foregoing shall not apply to any secured Debt under
which the obligee has recourse (exclusive of recourse for ancillary
matters such as environmental indemnities, misapplication of funds,
costs of enforcement and the like) only to the collateral pledged for
repayment so long as the fair market value of such collateral does not
exceed 2% of Total Assets at the time of the "default;"
Section 2.7. DENOMINATION. The Series A Notes, Series B Notes and
Series C Notes shall be issuable in denominations of $1,000 and integral
multiples thereof.
Section 2.8. CURRENCY. Principal and interest on the Series A Notes,
Series B Notes and Series C Notes shall be payable in U.S. Dollars.
Section 2.9. REGISTERED SECURITIES IN GLOBAL FORM.
Section 2.9.1. The Series A Notes, Series B Notes and Series C Notes
will be issued in the form of one or more fully registered global securities,
representing the aggregate principal amount of the Series A Notes, Series B
Notes and Series C Notes, that will be deposited with, or on behalf of, The
Depository Trust Company ("DTC"), and registered in the name of Cede & Co., the
nominee of DTC.
Section 2.9.2. Except as provided in Section 3.5 of the Indenture,
Beneficial Owners of interests in the Series A Notes, Series B Notes or Series C
Notes may not exchange such interests for certificated Series A Notes, Series B
Notes or Series C Notes.
Section 2.9.3. In addition to the legend specified in Section 2.4 of
the Indenture, each certificate evidencing the Series A Notes, Series B Notes
and Series C Notes shall bear the following legend:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
Section 2.9.4. If the Series A Notes, Series B Notes or Series C Notes
are redeemed pursuant to Sections 2.1.6, 2.2.6, 2.3.6 or 2.4 hereof in whole or
in part, the principal amount of the applicable global Series A Note, Series B
Note or Series C Note shall be reduced by the amount of the interest,
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or portion thereof, so redeemed and an endorsement shall be made on such Series
A Note, Series B Note or Series C Note by the Trustee to reflect such reduction.
Section 2.10. FORM OF SENIOR NOTES.
Section 2.10.1. FORM OF SERIES A NOTES. The Series A Notes shall be
substantially in the form attached as Exhibit A hereto.
Section 2.10.2. FORM OF SERIES B NOTES. The Series B Notes shall be
substantially in the form attached as Exhibit B hereto.
Section 2.10.3. FORM OF SERIES C NOTES. The Series C Notes shall be
substantially in the form attached as Exhibit C hereto.
Section 2.11. DEFEASANCE AND COVENANT DEFEASANCE. The provisions of
Section 4.4 of the Indenture shall apply to the Series A Notes, Series B Notes
and Series C Notes. The provisions of Section 4.5 of the Indenture shall apply
to the Series A Notes, Series B Notes and Series C Notes with respect to the
covenants specified in said Section 4.5 and the covenants set forth in Section
2.5 of this Supplemental Indenture No. 6.
Section 2.12. REGISTRAR AND PAYING AGENT. The Trustee shall
initially serve as Registrar and Paying Agent.
ARTICLE 3
MISCELLANEOUS PROVISIONS
Section 3.1. The Indenture, as supplemented and amended by this
Supplemental Indenture No. 6, is in all respects hereby adopted, ratified and
confirmed.
Section 3.2. This Supplemental Indenture No. 6 may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
SECTION 3.3. THIS SUPPLEMENTAL INDENTURE NO. 6 AND EACH SERIES A NOTE,
SERIES B NOTE AND SERIES C NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 6 to be duly executed, as of the day and year first
written above.
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PROTECTIVE LIFE CORPORATION
By: /s/ Richard J. Bielen
Name: Richard J. Bielen
Title: Senior Vice President, Investments
(Seal) By: /s/ Jerry W. DeFoor
Name: Jerry W. DeFoor
Title: Vice President, Controller
and Chief Accounting Officer
Attest: /s/ Deborah J. Long
Name: Deborah J. Long
Title: Senior Vice President,
Secretary and General Counsel
THE BANK OF NEW YORK,
as Trustee
By: THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A.,
as Agent
(Seal)
By: /s/ Charles S. Northen
Name: Charles S. Northen, IV
Title: Vice President
Attest: /s/ Kara Lee Partin
Name: Kara Lee Partin
Title: Assistant Vice President
37063v7
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