RLI » Topics » RECITALS

This excerpt taken from the RLI 8-K filed May 9, 2006.

RECITALS

 

A.            The Company is aware that competent and experienced persons are increasingly reluctant to serve or continue serving as directors or officers of companies unless they are protected by comprehensive liability insurance and adequate indemnification due to the increased exposure to litigation costs and risks resulting from service to such companies that often bear no relationship to the compensation of such directors or officers.

 

B.            The statutes and judicial decisions regarding the duties of directors and officers often fail to provide directors and officers with adequate, reliable knowledge of the legal risks to which they are exposed or the manner in which they are expected to execute their fiduciary duties and responsibilities.

 

C.            The Company and the Indemnitee recognize that plaintiffs often seek damages in such large amounts, and the costs of litigation may be so great (whether or not the case is meritorious), that the defense and/or settlement of such litigation can create an extraordinary burden on the personal resources of directors and officers.

 

D.            The board of directors of the Company has concluded that, to attract and retain competent and experienced persons to serve as directors and officers of the Company, it is not only reasonable and prudent but necessary to promote the best interests of the Company and its stockholders for the Company to contractually indemnify its directors and certain of its officers in the manner set forth herein, and to assume for itself liability for expenses and damages in connection with claims against such directors and officers in connection with their service to the Company as provided herein.

 

E.             The Company desires and has requested the Indemnitee to serve or continue to serve as a director and/or officer of the Company, and the Indemnitee is willing to serve, or to continue to serve, as a director and/or officer of the Company if the Indemnitee is furnished the indemnity provided for herein by the Company.

 

These excerpts taken from the RLI 8-K filed Jun 6, 2005.

RECITALS:

 

A.                                   The Borrower, the Lenders and the Agent are parties to a Credit Agreement dated as of May 31, 2002, pursuant to which the Lenders have made a $20,000,000 revolving credit facility available to the Borrower (the “Existing Agreement”).

 

B.                                     The Existing Agreement terminates by its terms as of May 31, 2005, and the Borrower wishes to reduce the aggregate commitments with respect to the revolving credit facility from $20,000,000 to $10,000,000 and to extend its maturity for an additional three years.

 

C.                                     LaSalle Bank National Association has previously extended a $20,000,000 revolving credit facility to the Borrower, which it intends to modify contemporaneously herewith on substantially the same terms and conditions as those set forth herein.

 

D.                                    The Borrower, JPMCB and LaSalle are simultaneously entering into an amendment to the existing intercreditor agreement which confirms that the obligations under this Agreement and the LaSalle Credit Agreement shall be pari passu and that the outstanding amounts under this Agreement and the LaSalle Credit Agreement are intended to be equal at all times.

 

RECITALS:

 

A.                                   The Borrower, the Lenders and the Agent are parties to a Credit Agreement dated as of May 31, 2002, pursuant to which the Lenders have made a $20,000,000 revolving credit facility available to the Borrower (the “Existing Agreement”).

 

B.                                     The Existing Agreement terminates by its terms as of May 31, 2005, and the Borrower wishes to reduce the aggregate commitments with respect to the revolving credit facility from $20,000,000 to $10,000,000 and to extend its maturity for an additional three years.

 

C.                                     JPMorgan Chase Bank, N.A. (“JPMCB”) has previously extended a $20,000,000 revolving credit facility to the Borrower, which it intends to modify contemporaneously herewith on substantially the same terms and conditions as those set forth herein.

 

D.                                    The Borrower, JPMCB and LaSalle are simultaneously entering into an amendment to the existing intercreditor agreement which confirms that the obligations under this Agreement and the JPMCB Credit Agreement shall be pari passu and that the outstanding amounts under this Agreement and the JPMCB Credit Agreement are intended to be equal at all times.

 

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