Direct General Corp Sample Contracts

Direct General Corp – TENTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (March 30th, 2007)

THIS TENTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (the "Amendment") made and entered into as of the 22nd day of November, 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 Kentu

Direct General Corp – [DIRECT GENERAL CORPORATION LOGO] 1281 Murfreesboro Road Nashville, Tennessee 37217 PRESS RELEASE Release Date: March 8, 2007 PR 07-06 (March 8th, 2007)

Nashville, Tennessee, March 8, 2007 - Direct General Corporation (Nasdaq: DRCT) announced today that its shareholders voted to approve the proposed merger agreement that the Company entered into on December 4, 2006, providing for the acquisition of Direct General by an investor group including Calera Capital (formerly known as Fremont Partners) and TPG Capital (formerly known as the Texas Pacific Group). Based upon the tally of shares voted, holders of approximately 17,268,800 shares voted in favor of approving the merger agreement and the transactions contemplated thereby, representing 84.9% of Direct General’s total outstanding voting shares and 99.9% of the total votes cast.

Direct General Corp – Direct PRESS RELEASE Direct General Corporation 1281 Murfreesboro Road Release Date: March 6, 2007 PR 07/05 Nashville, Tennessee 37217 Investor Relations contact: William J. Harter Phone: (901) 541-3399 Senior Vice President Fax: (901) 366-3875 Corporate Development, Banking & Finance Email: bill.harter@directgeneral.com (March 6th, 2007)

Nashville, Tennessee, March 6, 2007 -- Direct General Corporation (Nasdaq: DRCT) today announced that it entered into a memorandum of understanding with the plaintiffs to settle three purported federal shareholder derivative actions filed in the first quarter of 2005, which were consolidated into one action captioned as In Re Direct General Corporation Derivative Litigation, United States District Court for the Middle District of Tennessee, No. 3:05-0158. Direct General, its directors and current and former officers do not admit to liability or fault.

Direct General Corp – 1281 Murfreesboro Road Nashville, Tennessee 37217 PRESS RELEASE Release Date: March 2, 2007 PR 07-03 (March 2nd, 2007)

Nashville, Tennessee, March 2, 2007 - Direct General Corporation (Nasdaq: DRCT) today announced that it entered into a Memorandum of Understanding with other defendants and the plaintiffs to settle a consolidated class action pending in the United States District Court for the Middle District of Tennessee, Nashville Division, entitled In re Direct General Corporation Sec. Litig. The stipulated settlement amount is $14.94 million, which is apportioned to the defendants, and the plaintiffs agree to dismiss with prejudice all claims against all defendants to the action.

Direct General Corp – EIGHTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT (December 13th, 2006)

THIS EIGHTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT (the "Amendment") made and entered into as of the 22 day of November, 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"; and collectively with DGFS, the "Grantor"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: Metropolitan Division (in its agency capacity being herein referred to as "Agent," and in its individual capacity as "FTBNA"), as agent for itself, and for CAPITAL ONE, N.A. (successor by merger to Hibernia National Bank), Baton Rouge, Louisiana ("Capital One"), and for U.S. BANK NATIONAL ASSOCIATION, St. Louis, Missouri ("U.S. Bank"), and for RE

Direct General Corp – NINTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (December 13th, 2006)

THIS NINTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (the "Amendment") made and entered into as of the 22 day of November, 2006 (the “Dated Date”), but with an Effective Date as defined hereinafter, 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 Lou

Direct General Corp – EIGHTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (December 13th, 2006)

THIS EIGHTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (the "Amendment") made and entered into as of the 22 day of November, 2006, but with an Effective Date as defined hereinafter, by and among DIRECT GENERAL CORPORATION, a Tennessee corporation (the "Pledgor"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: Metropolitan Division (in its agency capacity being herein referred to as "Agent," and in its individual capacity as "FTBNA"), as agent for itself, and for CAPITAL ONE, N.A. (successor by merger to Hibernia National Bank), Baton Rouge, Louisiana ("Capital One"), and for U. S. BANK NATIONAL ASSOCIATION, St. Louis, Missouri ("U. S. Bank"), and for REGIONS BANK, Birmingham, Alabama ("Regions"), and for CAROLINA FIRST BANK, Greenville, South Carolina ("Carolina First"), and for JPMORGAN CHASE BANK, N.A., successor by merger to Bank One, N.A. (main office - Chicago, Illinois), Baton R

Direct General Corp – FORM LIMITED GUARANTEE (December 5th, 2006)

Limited Guarantee, dated as of December 4, 2006 (this “Limited Guarantee”), by [INVESTOR] (the “Guarantor”) in favor of DIRECT GENERAL CORPORATION (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger by and among ELARA HOLDINGS, INC. (“Parent”), ELARA MERGER CORPORATION (“Merger Sub”), and the Guaranteed Party, dated as of December 5, 2006 (as the same may be amended from time to time, the “Merger Agreement”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

Direct General Corp – EMPLOYMENT AGREEMENT (December 5th, 2006)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated as of December 4, 2006, and is entered into by and between Tammy R. Adair (“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.

Direct General Corp – SPECIAL COMMITTEE INDEMNIFICATION AGREEMENT (December 5th, 2006)

SPECIAL COMMITTEE INDEMNIFICATION AGREEMENT (this "Agreement") dated as of December 4, 2006, by and between Direct General Corporation (the "Company"), a Tennessee corporation, and _______________________ ("Indemnitee"):

Direct General Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG ELARA HOLDINGS, INC. ELARA MERGER CORPORATION AND DIRECT GENERAL CORPORATION Dated as of December 4, 2006 (December 5th, 2006)

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").

Direct General Corp – RESIGNATION AND RESTRICTIVE COVENANTS AGREEMENT (December 5th, 2006)

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").

Direct General Corp – EMPLOYMENT AGREEMENT (December 5th, 2006)

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.

Direct General Corp – DIRECT GENERAL CORPORATION ENTERS INTO MERGER AGREEMENT WITH PRIVATE EQUITY GROUP DIRECT SHAREHOLDERS TO RECEIVE $21.25 PER SHARE IN AN ALL-CASH TRANSACTION (December 5th, 2006)

Nashville, Tenn.— December 5, 2006 — Direct General Corporation (“Direct General”) (NasdaqGS: DRCT) announced today that it has entered into a definitive merger agreement with Elara Holdings, Inc. ("Elara"), an affiliate of Fremont Partners (“Fremont”) and Texas Pacific Group ("TPG"), under which Elara will acquire Direct General. In the transaction, Direct General’s shareholders will receive $21.25 in cash for each share of Direct General common stock they hold, a 28.71% premium to the closing price of $16.51 on December 4, 2006. The total value of the transaction, including debt, is approximately $628.2 million.

Direct General Corp – RESIGNATION AND RESTRICTIVE COVENANTS AGREEMENT (December 5th, 2006)

THIS RESIGNATION AND RESTRICTIVE COVENANTS AGREEMENT (this “Agreement”) is dated as of December 4, 2006, and is entered into by and between Jacqueline C. Adair (“Executive”), Direct General Corporation, a Tennessee corporation (the “Company”), and Elara Holdings, Inc., a Delaware corporation (“Holdco” or "Parent").

Direct General Corp – DIRECTOR INDEMNIFICATION AGREEMENT (December 5th, 2006)

DIRECTOR INDEMNIFICATION AGREEMENT (this "Agreement") dated as of December 4, 2006, by and between Direct General Corporation (the "Company"), a Tennessee corporation, and ____________________ ("Indemnitee"):

Direct General Corp – SEVENTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT (August 8th, 2006)

THIS SEVENTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY 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”; and collectively with DGFS, the “Grantor”), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: Metropolitan Division (in its agency capacity being herein referred to as “Agent,” and in its individual capacity as “FTBNA”), as agent for itself, and for CAPITAL ONE BANK, N.A. (successor by merger to Hibernia National Bank), Baton Rouge, Louisiana (“Capital One”), and for U.S. BANK NATIONAL ASSOCIATION, St. Louis, Missouri (“U.S. Bank”), and fo

Direct General Corp – FIFTEENTH AMENDED AND RESTATED GUARANTY AGREEMENT (August 8th, 2006)

FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation (f/k/a Direct Financial Services, Inc.) and DIRECT GENERAL PREMIUM FINANCE COMPANY, a Tennessee corporation (hereinafter, collectively, the “Debtors”), by FIRST TENNESSEE BANK NATIONAL ASSOCIATION, Memphis, Tennessee (“FTB”), CAPITAL ONE BANK, N.A. (successor by merger to Hibernia National Bank), Baton Rouge, Louisiana (“Capital One”), U.S. BANK, NATIONAL ASSOCIATION, St. Louis, Missouri (“U.S. Bank”), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), Baton Rouge, Louisiana (“JPMorgan”), CAROLINA FIRST BANK, Greenville, South Carolina (“Carolina First”), NATIONAL CITY BANK OF KENTUCKY, Louisville, Kentucky (“National City Bank”), FIFTH THIRD BANK, N.A. (Tennessee), Franklin, Tennessee (“Fifth Third”), REGI

Direct General Corp – SEVENTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (August 8th, 2006)

THIS SEVENTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (the “Amendment”) made and entered into as of the 30th day of June, 2006, by and among DIRECT GENERAL CORPORATION, a Tennessee corporation (the “Pledgor”), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: Metropolitan Division (in its agency capacity being herein referred to as “Agent,” and in its individual capacity as “FTBNA”), as agent for itself, and for CAPITAL ONE BANK, N.A. (successor by merger to Hibernia National Bank), Baton Rouge, Louisiana (“Capital One”), and for U. S. BANK NATIONAL ASSOCIATION, St. Louis, Missouri (“U. S. Bank”), and for REGIONS BANK, Birmingham, Alabama (“Regions”), and for CAROLINA FIRST BANK, Greenville, South Carolina (“Carolina First”), and for JPMORGAN CHASE BANK, N.A. [successor by merger to Bank One, N.A. (main office — Chicago, Illinois)], Baton Rouge, Louisiana (“JPMorgan”), and for NATIONAL

Direct General Corp – EIGHTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (August 8th, 2006)

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

Direct General Corp – GUARANTEE AGREEMENT (November 9th, 2005)

EXHIBIT 10.4 ================================================================================ GUARANTEE AGREEMENT BY AND BETWEEN DIRECT GENERAL CORPORATION AND WILMINGTON TRUST COMPANY DATED AS OF SEPTEMBER 15, 2005 ================================================================================ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION...................................1 Section 1.1 Definitions and Interpretation...............................1 ARTICLE II POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TR

Direct General Corp – EMPLOYMENT AGREEMENT (November 9th, 2005)

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 state of Tennessee ("Employee"). Company and Employee are entering into this Agreement in order to set forth, in definitive written form, their respective rights and obligations in what each of them intends to be a long-term, mutually beneficial and amicable employment relationship. Consideration for this Agreement consists of the employment of Employee, and the agreements and undertakings herein made by the parties. The sufficiency, adequacy and receipt of said consideration are by execution hereof acknowledged by Company and by Employee, each of which enters into this Agreement with the intention of being bound hereby and agrees as

Direct General Corp – EMPLOYMENT AGREEMENT (November 9th, 2005)

EXHIBIT 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and entered into as of the 15th day of August 2005, between DIRECT GENERAL CORPORATION, a Tennessee corporation (the "Company") and BARRY D. ELKINS (the "Employee"). RECITALS WHEREAS, Employee has served the Company as the Chief Financial Officer since September 1993 and a Senior Vice President since February 2001 and Employee's employment is governed under the terms of that certain Employment Agreement dated July 21, 2003 (the "Employment Agreement"); and WHEREAS, the Board of Directors of the Company believes it would be in the best interest of the Company to allow Employee to focus on the growth and development of the Company; and WHEREAS, the Board of Di

Direct General Corp – INDENTURE (November 9th, 2005)

EXHIBIT 10.3 DIRECT GENERAL CORPORATION, AS ISSUER INDENTURE DATED AS OF SEPTEMBER 15, 2005 WILMINGTON TRUST COMPANY, AS TRUSTEE FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE 2035 TABLE OF CONTENTS Page ------ ARTICLE I. DEFINITIONS.....................................................1 Section 1.1. Definitions...............................

Direct General Corp – SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (March 16th, 2005)

EXHIBIT 10.12 FIFTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (the "Amendment") made and entered into as of the 30th day of June, 2004, by and among DIRECT GENERAL CORPORATION, a Tennessee corporation (the "Pledgor"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: Metropolitan Division (in its agency capacity being herein referred to as "Agent," and in its individual capacity as "FTBNA"), as agent for itself, and for HIBERNIA NATIONAL BANK, Baton Rouge, Louisiana ("Hibernia"), and for U. S. BANK NATIONAL ASSOCIATION, St. Louis, Missouri ("U. S. Bank"), and for REGIONS BANK, Birmingham, Alabama ("Regions"), and for CAROLINA FIRST BANK, Greenville

Direct General Corp – EMPLOYMENT AGREEMENT (March 16th, 2005)

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 state of Utah ("Employee"). Company and Employee are entering into this Agreement in order to set forth, in definitive written form, their respective rights and obligations in what each of them intends to be a long-term, mutually beneficial and amicable employment relationship. Consideration for this Agreement consists of the employment of Employee, and the agreements and undertakings herein made by the parties. The sufficiency, adequacy and receipt of said consideration are by execution hereof acknowledged by Company and by Employee, each of which enters into this Agreement with the intention of being bound hereby and agrees as follow

Direct General Corp – EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (March 16th, 2005)

EXHIBIT 10.11 SIXTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT THIS SIXTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (the "Amendment") made and entered into as of the 30th day of June, 2004, 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

Direct General Corp – SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT (March 16th, 2005)

EXHIBIT 10.13 FIFTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT THIS FIFTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT (the "Amendment") made and entered into as of the 30th day of June, 2004, 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"; and collectively with DGFS the "Grantor"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: Metropolitan Division (in its agency capacity being herein referred to as "Agent," and in its individual

Direct General Corp – UNDERWRITING AGREEMENT (March 15th, 2004)

EXHIBIT 1 DIRECT GENERAL CORPORATION (a Tennessee corporation) 2,784,584 Shares of Common Stock (No Par Value Per Share) UNDERWRITING AGREEMENT March , 2004 Keefe, Bruyette & Woods, Inc. Morgan Keegan & Company, Inc. SunTrust Capital Markets, Inc. as Representatives of the several Underwriters c/o Keefe, Bruyette & Woods, Inc. 4th Floor 787 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Direct General Corporation, a Tennessee corporation (the "Company"), and the certain shareholders named in Schedule B hereto (the "Selling Shareholders"), confirm their respective agreements with Keefe, Bruyette & Woods, Inc. ("KBW"), Morgan Keegan & Company, Inc., SunTrust Capital Mar

Direct General Corp – Cover Note (March 4th, 2004)

EXHIBIT 10.24 GUY CARPENTER Guy Carpenter & Company, Inc. Centennial Lakes, Suite 400 3600 Minnesota Drive Edina, MN 55435 952 920 3300 Fax 952 920 9382 Cover Note File #: 8958-00-0002-00 Effective Date: January 1, 2004 Issue Date: COMPANY: THE DIRECT GENERAL GROUP Nashville, Tennessee including Direct Insurance Company, Direct General Insurance Company, Direct General Insurance Company of Louisiana, Direct General Insurance Company of Mississippi, and/or any other companies that are now or may hereaf

Direct General Corp – Cover Note (March 4th, 2004)

EXHIBIT 10.23 Guy Carpenter & Company, Inc. GUY CARPENTER Centennial Lakes, Suite 400 3600 Minnesota Drive Edina, MN 55435 952 920 3300 Fax 952 920 9382 Cover Note File #: 8958-00-0017-00 Effective Date: January 1, 2004 Issue Date: COMPANY: Direct General Group Rock Hill, South Carolina including Direct Insurance Company, Direct General Insurance Company, Direct General Insurance Company of Louisiana, Direct General Insurance Company of Mississippi, and/or any other companies that are now or may hereafter

Direct General Corp – SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (March 4th, 2004)

Exhibit 10.12 FOURTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (the "Amendment") made and entered into as of the 26th day of November, 2003, by and between DIRECT GENERAL CORPORATION, a Tennessee corporation (the "Pledgor"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: Metropolitan Division (in its agency capacity being herein referred to as "Agent," and in its individual capacity as "FTBNA"), as agent for itself, and for HIBERNIA NATIONAL BANK, Baton Rouge, Louisiana ("Hibernia"), and for U. S. BANK NATIONAL ASSOCIATION, St. Louis, Missouri ("U. S. Bank"), and for REGIONS BANK, Birmingham, Alabama ("Regions"), and for CAROLINA FIRST BANK,

Direct General Corp – SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT (March 4th, 2004)

Exhibit 10.13 FOURTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT THIS FOURTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT (the "Amendment") made and entered into as of the 26th day of November, 2003, by and between DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217 (f/k/a Direct Financial Services, Inc.) ("Grantor"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: Metropolitan Division (in its agency capacity being herein referred to as "Agent," and in its individual capacity as "FTBNA"), as agent for itself, and for HIBERNIA NATIONAL BANK, Baton Rouge, Louisiana ("Hibernia"), and for U. S. BANK NATIONAL ASSOCIATION, St. Louis, Missour

Direct General Corp – EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (March 4th, 2004)

EXHIBIT 10.11 FIFTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT THIS FIFTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (the "Amendment") made and entered into as of the 26th day of November, 2003, by and between DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217 (f/k/a Direct Financial Services, Inc.) ("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,

Direct General Corp – Cover Note (March 4th, 2004)

EXHIBIT 10.25 GUY CARPENTER Guy Carpenter & Company, Inc. Centennial Lakes, Suite 400 3600 Minnesota Drive Edina, MN 55435 952 920 3300 Fax 952 920 9382 Cover Note File #: 8958-00-0001-00 Effective Date: January 1, 2004 Issue Date: COMPANY: THE DIRECT GENERAL GROUP Nashville, Tennessee including Direct Insurance Company, Direct General Insurance Company, Direct General Insurance Company of Louisiana, Direct General Insurance Company of Mississippi, and/or any other companies that are now or may