W. HARTER EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is hereby made and entered into as of the 21st day of July 2003, by and between DIRECT GENERAL CORPORATION, a Tennessee corporation ("Company") and WILLIAM J. HARTER, a natural person...Employment Agreement • July 21st, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT is hereby made and entered into as of the 15th day of August, 2005, by and between DIRECT GENERAL CORPORATION, a Tennessee corporation ("Company") and J. TODD HAGELY, a natural person residing in the...Employment Agreement • November 9th, 2005 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
EXHIBIT 10.31 STOCK PURCHASE AGREEMENT DATED AS OF JUNE 26, 2003Stock Purchase Agreement • September 23rd, 2003 • Direct General Corp • Fire, marine & casualty insurance • Delaware
Exhibit 10.15 EIGHTH AMENDED AND RESTATED LOAN AGREEMENT TABLE OF CONTENTSLoan Agreement • May 23rd, 2003 • Direct General Corp • Tennessee
EXHIBIT 1 DIRECT GENERAL CORPORATION (a Tennessee corporation) 2,784,584 Shares of Common Stock (No Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2004 • Direct General Corp • Fire, marine & casualty insurance • New York
Exhibit 10.17 SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT THIS SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement") entered into this 31st day of October, 2002, by and between DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee...Security Agreement • May 23rd, 2003 • Direct General Corp • Tennessee
ARTICLE II COMPENSATION PACKAGEExecutive Employment Agreement • July 21st, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
EXHIBIT 10.4 GUARANTEE AGREEMENTGuarantee Agreement • November 9th, 2005 • Direct General Corp • Fire, marine & casualty insurance • New York
ARTICLE II COMPENSATION PACKAGEEmployment Agreement • July 21st, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
Exhibit 10.19 THIRD AMENDED AND RESTATED LOAN AGREEMENT THIS THIRD AMENDED AND RESTATED LOAN AGREEMENT ("Loan Agreement") is made as of the 31st day of October, 2002, by and among DIRECT GENERAL CORPORATION, a Tennessee corporation whose address is...Loan Agreement • June 30th, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
SIXTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 16th, 2005 • Direct General Corp • Fire, marine & casualty insurance
ARTICLE II COMPENSATION PACKAGEEmployment Agreement • July 21st, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
Exhibit 4.4 DIRECT GENERAL CORPORATION ELDON CAPITAL PARTNERS (INTERNATIONAL), L.P. SERIES B CONVERTIBLE PREFERRED STOCK ---------------- PREFERRED STOCK PURCHASE AGREEMENT ---------------- Dated as of November 18, 1996 TABLE OF CONTENTSPreferred Stock Purchase Agreement • May 23rd, 2003 • Direct General Corp • New York
FIFTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 16th, 2005 • Direct General Corp • Fire, marine & casualty insurance
FIFTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 16th, 2005 • Direct General Corp • Fire, marine & casualty insurance
Exhibit 10.15 EIGHTH AMENDED AND RESTATED LOAN AGREEMENT TABLE OF CONTENTSLoan Agreement • June 30th, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
Exhibit 10.17 SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT THIS SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement") entered into this 31st day of October, 2002, by and between DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee...Security Agreement • August 1st, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
Exhibit 10.30 THIRD AMENDED AND RESTATED SECURITY AGREEMENT THIS THIRD AMENDED AND RESTATED SECURITY AGREEMENT entered into as of the 31st day of October, 2002, by and between DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation (f/k/a...Security Agreement • June 30th, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
OPTION AGREEMENTOption Agreement • June 30th, 2003 • Direct General Corp • Fire, marine & casualty insurance • Florida
EXHIBIT 10.23 EMPLOYMENT AGREEMENT THIS AGREEMENT is hereby made and entered into as of the 20th day of May, 2003, by and between DIRECT GENERAL CORPORATION, a Tennessee corporation ("Company") and KENNETH A. COLLOM, a natural person residing in the...Employment Agreement • March 16th, 2005 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
B. ELKINS EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is hereby made and entered into as of the 21st day of July 2003, by and between DIRECT GENERAL CORPORATION, a Tennessee corporation ("Company") and BARRY D. ELKINS, a natural person...Employment Agreement • July 21st, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
BETWEENOption Agreement • June 30th, 2003 • Direct General Corp • Fire, marine & casualty insurance • Texas
Exhibit 10.9 GUY CARPENTER NON-TRADITIONAL PRIVATE PASSENGER AUTOMOBILE QUOTA SHARE REINSURANCE CONTRACTInterests and Liabilities Agreement • July 21st, 2003 • Direct General Corp • Fire, marine & casualty insurance
Exhibit 10.18 LOAN AGREEMENT THIS LOAN AGREEMENT ("Loan Agreement") is made as of the 1st day of December, 2002, by and among DIRECT GENERAL CORPORATION, a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217...Loan Agreement • June 30th, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
RECITALSEmployment Agreement • November 9th, 2005 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
BETWEENQuota Share Reinsurance Agreement • May 23rd, 2003 • Direct General Corp • Texas
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 2, 2002, between Mutual Service Casualty Insurance Company, a corporation organized under the laws of the State of Minnesota (the "Seller"), and Direct General...Stock Purchase Agreement • June 30th, 2003 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
AGREEMENT AND PLAN OF MERGER BY AND AMONG ELARA HOLDINGS, INC. ELARA MERGER CORPORATION AND DIRECT GENERAL CORPORATION Dated as of December 4, 2006Agreement and Plan of Merger • December 5th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Delaware
AGREEMENT AND PLAN OF MERGER made as of December 4, 2006 (this "Agreement") by and among Elara Holdings, Inc., a Delaware corporation ("Parent"), Elara Merger Corporation, a Tennessee corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Direct General Corporation, a Tennessee corporation (the "Company").
SECTION 1Security Trust Agreement • June 30th, 2003 • Direct General Corp • Fire, marine & casualty insurance • Texas
BETWEENExcess of Liability Reinsurance Agreement • June 30th, 2003 • Direct General Corp • Fire, marine & casualty insurance • Texas
FOURTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 4th, 2004 • Direct General Corp • Fire, marine & casualty insurance
MANAGING GENERAL AGENCY AGREEMENT DIRECT-03-001General Agency Agreement • June 30th, 2003 • Direct General Corp • Fire, marine & casualty insurance
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated as of December 4, 2006, and is entered into by and between J. Todd Hagely (“Executive”), Direct General Corporation, a Tennessee corporation (the “Company”), and Elara Holdings, Inc., a Delaware corporation (“Holdco” or "Parent"). Except where otherwise noted, all capitalized terms not defined herein shall have the meaning set forth in the “Merger Agreement,” as defined below.
RESIGNATION AND RESTRICTIVE COVENANTS AGREEMENTResignation and Restrictive Covenants Agreement • December 5th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
THIS RESIGNATION AND RESTRICTIVE COVENANTS AGREEMENT (this “Agreement”) is dated as of December 4, 2006, and is entered into by and between William C. Adair (“Executive”), Direct General Corporation, a Tennessee corporation (the “Company”), and Elara Holdings, Inc., a Delaware corporation (“Holdco” or "Parent").
EIGHTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 8th, 2006 • Direct General Corp • Fire, marine & casualty insurance
THIS EIGHTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (the “Amendment”) made and entered into as of the 30th day of June, 2006, by and among DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217 (f/k/a Direct Financial Services, Inc.) (“DGFS”), DIRECT GENERAL PREMIUM FINANCE COMPANY, a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217 (“DGPFC”; DGFS and DGPFC may be referred to hereinafter either individually or collectively as “Borrower”), DIRECT GENERAL CORPORATION, a Tennessee corporation (formerly known as Direct Corporation) (“DGC”), DIRECT GENERAL INSURANCE AGENCY, INC., a Tennessee corporation, DIRECT GENERAL INSURANCE AGENCY, INC., an Arkansas corporation, DIRECT GENERAL INSURANCE AGENCY, INC., a Mississippi corporation, DIRECT GENERAL INSURANCE AGENCY OF LOUISIANA, INC., a Louisiana corporation, DIRECT GENERAL AGENCY OF KENTUCKY, INC., a Kentucky
