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Exhibit 4.14
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GOLDMAN, SACHS & CO.,
as Call Option Holder
AND
THE BANK OF NEW YORK,
as Unit Agent and as Attorney-In-Fact
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CALL OPTION AGREEMENT
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Dated as of ......................., 1998
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CALL OPTION AGREEMENT
CALL OPTION AGREEMENT, dated as of .........., 1998, between
Goldman, Sachs & Co., as Call Option Holder, and The Bank of New York, as Unit
Agent and as attorney-in-fact of the Holders from time to time of the Normal
Units.
RECITALS
Life Re Corporation and the Unit Agent are parties to the Master Unit
Agreement, dated as the date hereof (as the same may be supplemented or amended
in accordance with the terms thereof, the "Master Unit Agreement"). The Master
Unit Agreement contemplates that the Company will issue QUIPS(SM)* and Junior
Subordinated Debentures, and that QUIPS or Junior Subordinated Debentures will
underlie Normal Units outstanding from time to time thereunder.
It is intended that the Holders from time to time of the Normal Units
grant Call Options entitling the Call Option Holder to acquire the QUIPS or
Junior Subordinated Debentures underlying the related Normal Units on the terms
and subject to the conditions set forth herein. Pursuant to the terms of the
Principal Agreements and the Unit Certificates for the Normal Units, the Holders
from time to time of the Normal Units irrevocably authorize the Unit Agent, as
attorney-in-fact of such Holders, to enter into such Call Options and execute
and deliver this Agreement on behalf of such Holders.
Accordingly, the Call Option Holder and the Unit Agent, on its own
behalf and as attorney-in-fact of the Holders from time to time of the Normal
Units, agree as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1. Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:
(a) capitalized terms used herein and not defined are used herein as
defined in the Master Unit Agreement; and
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* QUIPS is a servicemark of Goldman, Sachs & Co.
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(b) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision.
"Aggregate Consideration Deliverable on Exercise of the Call
Options" means consideration comprised of:
(a) Treasury Securities that through their scheduled
payments will generate not later than each Quarterly
Payment Date falling after the Call Settlement Date
and on or before the Stock Purchase Date an amount of
cash that is at least equal to the aggregate
distributions or interest payments that are scheduled
to be payable in respect of the QUIPS or Junior
Subordinated Debentures underlying the Normal Units
on such Quarterly Payment Date (assuming for this
purpose that no distributions or payments will then
have been deferred);
(b) Treasury Securities that through their scheduled
payments will generate not later than the Stock
Purchase Date an amount of cash equal to the
aggregate Liquidation Amount of the QUIPS or
principal amount of the Junior Subordinated
Debentures underlying the Normal Units; and
(c) if the Company is, at the Call Settlement Date,
deferring distributions on the QUIPS or interest
payments on the Junior Subordinated Debentures, an
amount in cash equal to (i) the aggregate deferred
distributions on the QUIPS or deferred interest
payments on the Junior Subordinated Debentures
underlying the Normal Units accrued to the Call
Settlement Date, if the Call Settlement Date is a
Quarterly Payment Date, and (ii) the aggregate
deferred distributions on the QUIPS or deferred
interest payments on the Junior Subordinated
Debentures underlying the Normal Units accrued to the
Quarterly Payment Date immediately preceding the Call
Settlement Date plus interest thereon at the QUIPS
Distribution Rate for the period from and including
such Quarterly Payment Date to but excluding such
Call Settlement Date (computed on the basis of a
360-day year of twelve 30-day months), if the Call
Settlement Date is not a Quarterly Payment Date.
"Call Option Expiration Date" means .........................,
2001 (or, if such date is not a Business Day, the next succeeding
Business Day).
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ARTICLE TWO
CALL OPTION
SECTION 2.1 Grant. The Unit Agent, on behalf of and as attorney-in-fact
for the Holders from time to time of the Normal Units, hereby grants the Call
Options to the Call Option Holder on the terms and subject to the conditions set
forth herein.
SECTION 2.2 Consideration. As consideration for such Call Options,
concurrently with the execution hereof, the Call Option Holder is paying to the
underwriters under the Underwriting Agreement (who are acting in this regard on
behalf of the initial investors in the Normal Units) an amount equal to
$.............. per Call Option.
SECTION 2.3 Expiration or Termination of Call Options. The Call Options
shall be irrevocable, but the Call Options and the rights of the Call Option
Holder and the obligations of the Holders of Normal Units thereunder shall (a)
expire on the Call Option Expiration Date if the Call Settlement Date has not
occurred on or prior to such date and (b) automatically terminate upon the
occurrence of a Termination Event.
ARTICLE THREE
EXERCISE OF CALL OPTIONS
SECTION 3.1 Exercise Mechanics.
(a) The Call Option Holder may exercise all (but not less than all) the
Call Options by (i) delivering to the Unit Agent and the Collateral Agent, on or
prior to the Call Option Settlement Date, a notice, substantially in the form
set forth in Annex A attached hereto, stating that the Call Option Holder is
exercising its Call Options and specifying the Call Settlement Date therefor
(which may not be after the Call Option Expiration Date) and (ii) delivering to
the Collateral Agent, by Noon, New York City time, on the Call Settlement Date,
the Aggregate Consideration Deliverable on Exercise of the Call Options.
(b) Pursuant to the Pledge Agreement, upon receipt by the Collateral
Agent of the Aggregate Consideration Deliverable on Exercise of the Call Options
in the manner contemplated hereby and by the Pledge Agreement, the Collateral
Agent shall transfer the QUIPS or Junior Subordinated Debentures underlying the
Normal Units, free and clear of any lien, pledge or security interest created by
the Pledge Agreement, to the Call Option Holder or its designee as specified in
the notice referred to in Section 3.1(a) above.
(c) The Unit Agent shall, not later than three Business Days following
the Call Settlement Date, mail notice of the exercise of the Call Options to the
Holders in the manner prescribed by the Master Unit Agreement.
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ARTICLE FOUR
MISCELLANEOUS
4.1 Amendments. This Agreement may be amended in the manner set forth
in Section 801 of the Master Unit Agreement.
4.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Call Option Holder, the
Unit Agent and the Holders from time to time of the Normal Units, acting through
the Unit Agent as their attorney-in-fact, hereby submit to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York state court sitting in New York City for the
purposes of all legal proceedings arising out of or relating to this Agreement
or the transactions contemplated hereby. The Call Option Holder, the Unit Agent
and the Holders from time to time of the Normal Units, acting through the Unit
Agent as their attorney-in-fact, irrevocably waive, to the fullest extent
permitted by applicable law, any objection which they may now or hereafter have
to the laying of the venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought in
an inconvenient forum.
4.3 Notices. All notices, requests, consents and other communications
provided for herein (including, without limitation, any modifications of, or
waivers or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telecopy) delivered to the intended recipient
at the "Address for Notices" specified below its name on the signature pages
hereof or, as to any party, at such other address as shall be designated by such
party in a notice to the other party. Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.
4.4 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Call Option
Holder and the Unit Agent, and the Holders from time to time of the Normal
Units, by their acceptance of the same, shall be deemed to have agreed to be
bound by the provisions hereof and to have ratified the agreements of, and the
grant of the Call Options hereunder by, the Unit Agent.
4.05 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.
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4.6 Severability. If any provision hereof is invalid or unenforceable
in any jurisdiction, then, to the fullest extent permitted by law, (a) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (b) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
GOLDMAN, SACHS & CO.,
as Call Option Holder
____________________________________
(Goldman, Sachs & Co.)
Address for Notices:
85 Broad Street
New York, New York 10004
Attention: ................
THE BANK OF NEW YORK,
as Unit Agent and as attorney-in-fact of the Holders
from time to time of the Normal Units
By:_________________________________
Name:
Title:
Address for Notices:
[ ]
Attention: .................
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ANNEX I
EXERCISE NOTICE
Reference is made to the Call Option Agreement, dated as of ..........,
1998 (the "Call Option Agreement"), between Goldman, Sachs & Co., as Call Option
Holder, and The Bank of New York, as Unit Agent and attorney-in-fact of the
Holders from time to time of the Normal Units. Capitalized terms used herein but
not defined are used herein as defined in the Call Option Agreement.
The undersigned hereby exercises all of the Call Options underlying the
Normal Units and specifies ____________________ as the Call Settlement Date.
Certificates representing the QUIPS or Junior Subordinated Debentures underlying
the Normal Units should be registered in the name of
______________________________ and delivered to [insert address].
GOLDMAN, SACHS & CO.
By:___________________________________
(Goldman, Sachs & Co.)
Date:__________________________
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