Amcomp Inc /Fl Sample Contracts

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Lease Agreement • November 12th, 1998 • Amcomp Inc /Fl • Florida
ARTICLE I
Agreement • November 12th, 1998 • Amcomp Inc /Fl
among
Credit Agreement • November 12th, 1998 • Amcomp Inc /Fl • New York
W I T N E S S E T H
Stockholders Agreement • September 13th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance
PLAN AND AGREEMENT
Plan and Agreement • October 20th, 2006 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Delaware
ARTICLE I
Execution Copy • November 12th, 1998 • Amcomp Inc /Fl • New York
REGISTRATION RIGHTS AGREEMENT
Consent and Agreement • November 12th, 1998 • Amcomp Inc /Fl • New York
AGREEMENT AND PLAN OF MERGER by and among AMCOMP INCORPORATED, EMPLOYERS HOLDINGS, INC. and SAPPHIRE ACQUISITION CORP. Dated as of January 10, 2008
Agreement and Plan of Merger • January 11th, 2008 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Delaware

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of January 10, 2008 by and among AmCOMP Incorporated, a Delaware corporation (the "Company"), Employers Holdings, Inc., a Nevada corporation ("Parent"), and Sapphire Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). Parent, Merger Sub and the Company are sometimes referred to herein as a "Party" and collectively as the "Parties."

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 13th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • New York
PURCHASE AGREEMENT between
Purchase Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • New York

The undersigned, the [Chairman/Vice Chairman/Chief Executive Officer/President/Vice President] [Chief Financial Officer/Treasurer/Assistant Treasurer], hereby certifies, pursuant to Section 6(h) of the Purchase Agreement, dated as of April 29, 2004, between AmCOMP Preferred Insurance Company (the “Company”) and Dekania CDO II, Ltd., that, as of [date], [20 ], the Company had the following ratios and balances:

INDENTURE between AMCOMP PREFERRED INSURANCE COMPANY and JPMORGAN CHASE BANK,
Indenture • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • New York

INDENTURE, dated as of May 26, 2004, between AMCOMP PREFERRED INSURANCE COMPANY, a stock insurance company (the “Company”), and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of August 22, 2005, by and between AmCOMP Incorporated, a Delaware corporation with its principal office at 701 U.S. Highway One, North Palm Beach, Florida 33408 (the “Company”), and DEBRA CERRE-RUEDISILI, residing at 2764 SE Ranch Acres Circle, Jupiter, FL 33478 (the “Employee”).

INTEGRATION BONUS AND ENHANCED SEVERANCE AGREEMENT
Integration Bonus and Enhanced Severance Agreement • February 1st, 2008 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS INTEGRATION BONUS AND ENHANCED SEVERANCE AGREEMENT (the “Agreement”) is entered into by and among AmCOMP Incorporated, a Delaware corporation (the “Company”),Employers Holdings, Inc., a Nevada corporation (“Parent”) and Debra Cerre-Ruedisili (the “Executive”), effective as of the date of execution of the Merger Agreement (as defined below) (the “Effective Date”). Terms capitalized but not defined herein shall have the meanings given them in the Employment Agreement (as defined below).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 6th, 2008 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS AGREEMENT dated as of May 23, 2008, by and between REGIONS BANK, an Alabama banking corporation, whose address is 111 N. Orange Avenue, Suite 1585, Orlando, Florida 32801 (the "Lender"), and AMCOMP INCORPORATED, a Delaware corporation, whose address is 701 U.S. Highway 1, Suite 200, North Palm Beach, Florida 33408 (the "Borrower").

Catastrophe Workers’ Compensation Reinsurance Contract Effective: January 1, 2005 issued to
Amcomp Inc /Fl • November 4th, 2005 • Fire, marine & casualty insurance
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AMCOMP INCORPORATED [ ] Shares of Common Stock UNDERWRITING AGREEMENT
Amcomp Incorporated • January 24th, 2006 • Amcomp Inc /Fl • Fire, marine & casualty insurance • New York

AmCOMP Incorporated, a Delaware corporation (the “Company”), and certain stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”), each confirms its agreement with each of the Underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc. is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and certain of the Selling Stockholders of an aggregate of [INSERT NUMBER OF INITIAL SHARES TO BE OFFERED] shares (the “Initial Shares”) of Common Stock, $0.01 par value per share, of the Company (“Common Stock”) in the respective numbers of shares set forth opposite the names of the Company and each such Selling Stockholder in Schedule I hereto, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule II hereto, and (ii) the

SERVICE COMPANY CONTRACT
Service Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS SERVICE COMPANY CONTRACT (this “Agreement”) made and entered into as of the 7th day of APRIL, 1995, by and between FLORIDA ADMINISTRATORS, INC., a Florida corporation, (hereinafter referred to as “Management Company”) and COMPENSATION BENEFITS, INC., a Florida corporation, (hereinafter referred to as the “Service Company”).

LOAN AGREEMENT
Loan Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS LOAN AGREEMENT dated as of October 12, 2000 (the “Loan Agreement”), is by and between AMCOMP INCORPORATED, a Delaware corporation (the “Borrower”) and AMSOUTH BANK (the “Bank”).

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 2nd, 2008 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Delaware

AMENDMENT NO. 1 (this "Amendment"), dated April 28, 2008, to the Agreement and Plan of Merger, dated as of January 10, 2008 (the "Merger Agreement"), by and among AmCOMP Incorporated, a Delaware corporation (the "Company"), Employers Holdings, Inc., a Nevada corporation ("Parent"), and Sapphire Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"). Parent, Merger Sub and the Company are sometimes referred to herein as a "Party" and collectively as the "Parties."

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is executed the 25th day of April, 2003, by and between AMCOMP INCORPORATED, a Delaware corporation (the “Borrower”), and AMSOUTH BANK (the “Bank”).

First Amendment To Reinsurance Pooling Agreement By and Between AmCOMP Preferred Insurance Company And AmCOMP Assurance Corporation December 31, 2003
Reinsurance Pooling Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

This First Amendment to Reinsurance Agreement by and between AmCOMP Preferred Insurance Company (“APIC”) and AmCOMP Assurance Corporation (“AAC”) (collectively the “Pool Participants” or “Parties”, or individually a “Pool Participant” or “Party”), is made and entered into this 31st day of December, 2003.

FIRST AMENDMENT TO LEASE
Amcomp Inc /Fl • November 4th, 2005 • Fire, marine & casualty insurance

THIS FIRST AMENDMENT TO LEASE (the "First Amendment") dated November ___, 2002, is made by and between BROOKHAVEN (MAITLAND), LLC, a Delaware limited liability company KPERS REALTY HOLDING CO. #31, INC., a Kansas corporation ("Landlord"), and AMCOMP PREFERRED INSURANCE COMPANY (f.k.a. Pinnacle Assurance Corporation), A Florida corporation ("Tenant").

REINSURANCE POOLING AGREEMENT
Pooling Agreement • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS AGREEMENT (the “Pooling Agreement”) is made and entered into this 10th day of May, 2001, by and between AmCOMP Preferred Insurance Company (“APIC”) and AmCOMP Assurance Corporation (“AAC”) for the purpose of pooling their resources and obligations.

MANAGEMENT COMPANY CONTRACT of AmCOMP ASSURANCE CORPORATION, A FLORIDA STOCK INSURANCE COMPANY
Management Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance • Florida

THIS AGREEMENT is made and entered into effective the 16th day of December, 1997, by and between AmCOMP ASSURANCE CORPORATION, a Florida stock insurance company, (“AmCOMP”) and PINNACLE ADMINISTRATIVE COMPANY, a Florida corporation, (formerly known as FLORIDA ADMINISTRATORS, INC.) (“MANAGEMENT COMPANY”) and provides as follows:

THIRD AMENDMENT TO SERVICE COMPANY CONTRACT
Service Company Contract • November 4th, 2005 • Amcomp Inc /Fl • Fire, marine & casualty insurance

This Third Amendment to that certain Service Company Contract (hereinafter referred to as the “Agreement”) is made and entered into as of the 16th day of December, 1997, by and between Pinnacle Administrative Company (formerly known as Florida Administrators, Inc.), a Florida corporation (hereinafter referred to as the “Management Company”) and Pinnacle Benefits, Inc. (formerly known as Compensation Benefits, Inc.), a Florida corporation (hereinafter referred to as “Service Company”).

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