REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENT, dated as of July 10, 1998, between BRW Acquisition, Inc., a Delaware corporation (the “Company”) and Bristol West Associates LLC, a Delaware limited liability company (“Associates”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 14th, 2006 • Bristol West Holdings Inc • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of __________, the “Grant Date”) between Bristol West Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [NAME], an employee of the Company or an Affiliate (as defined below) of the Company, hereinafter referred to as the “Employee.”
CREDIT AGREEMENT among BRISTOL WEST HOLDINGS, INC., The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch, as Administrative Agent, ING CAPITAL LLC, as Syndication Agent and BEAR...Credit Agreement • March 24th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
CREDIT AGREEMENT dated as of February 18, 2004, among BRISTOL WEST HOLDINGS, INC., a Delaware corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch, as Administrative Agent, ING CAPITAL LLC, as Syndication Agent, and BEAR STEARNS CORPORATE LENDING INC and UBS SECURITIES LLC, as Co-Documentation Agents (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 27th, 2006 • Bristol West Holdings Inc • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of _______ (the “Grant Date”), between Bristol West Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and _______, an employee of the Company or an Affiliate (as defined below) of the Company, hereinafter referred to as the “Executive.”
EMPLOYEE STOCKHOLDER'S AGREEMENTEmployee Stockholder's Agreement • March 21st, 2005 • Bristol West Holdings Inc • Fire, marine & casualty insurance • Delaware
This Employee Stockholder's Agreement (this "Agreement") is entered into as of July 25, 2002 between BRW Acquisition, Inc., a Delaware corporation (the "Company"), and the undersigned, as set forth on the signature page hereof (the "Employee Stockholder"), (the Company and the Employee Stockholder being hereinafter collectively referred to as the "Parties").
QUOTA SHARE REINSURANCE AGREEMENT Effective: January 1, 2002Quota Share Reinsurance Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
to Quota Share Reinsurance Agreement (Effective January 1, 2002) between COAST NATIONAL INSURANCE COMPANY (“Coast National”) SECURITY NATIONAL INSURANCE COMPANY (“Security National”) BRISTOL WEST INSURANCE COMPANY (“Bristol”) BRISTOL WEST CASUALTY...Share Reinsurance Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance
It is understood and agreed by the parties hereto that effective January 1, 2002 the following article is amended to read as follows:
AGGREGATE EXCESS OF LOSS REINSURANCE AGREEMENT between COAST NATIONAL INSURANCE COMPANY SECURITY NATIONAL INSURANCE COMPANY and INTER-OCEAN REINSURANCE (IRELAND) LIMITEDAggregate Excess of Loss Reinsurance Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
This Agreement is made and entered into by and between COAST NATIONAL INSURANCE COMPANY, a California corporation, and SECURITY NATIONAL INSURANCE COMPANY, a Florida corporation (hereinafter collectively referred to as “Company”) and INTER-OCEAN REINSURANCE (IRELAND) LIMITED, Dublin, Ireland (hereinafter referred to as “Reinsurer”).
Termination Agreement and Release Between Coast National Insurance Company ("Coast National") And Security National Insurance Company ("Security National") And Bristol West Insurance Company ("Bristol West") And Bristol West Casualty Insurance Company...Termination Agreement and Release • March 21st, 2005 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
WHEREAS, Coast National, Security National, Bristol West and Bristol West Casualty (together the "Company") and the Subscribing Reinsurer entered into an Interests and Liabilities Agreement with an effective date of January 1, 2002 (the "I&L") whereby the Subscribing Reinsurer took a 10% share in the interests and liabilities of the "Reinsurer" as set forth in a Quota Share Reinsurance Agreement issued to Company with an effective date of January 1, 2002 and any amendments thereto (the "Contract");
Termination Agreement and Release Between Coast National Insurance Company ("Coast National") and Security National Insurance Company ("Security National") and Bristol West Insurance Company ("Bristol West") and Bristol West Casualty Insurance Company...Termination Agreement and Release • March 21st, 2005 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
WHEREAS, Coast National, Security National, Bristol West and Bristol West Casualty (together the "Company") and the Reinsurer entered into a Quota Share Reinsurance Agreement with an effective date of January 1, 2002 and any amendments thereto (the "Contract") whereby the Reinsurer took a 40% participation of the Company's Policies as defined under the Contract;
INDEX TO EXHIBITSTermination Agreement • January 13th, 2006 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
CALIFORNIAS Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance
This agreement made this day of , by and between Bristol West Insurance Services of California, Inc. (“Bristol”) and a retail insurance brokerage, (“Producer”).
Termination Agreement and Release Between Coast National Insurance Company ("Coast National") and Security National Insurance Company ("Security National") and Bristol West Insurance Company ("Bristol West") and Bristol West Casualty Insurance Company...Termination Agreement and Release • March 21st, 2005 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
WHEREAS, Coast National, Security National, Bristol West and Bristol West Casualty (together the "Company") and the Subscribing Reinsurer entered into an Interest and Liabilities Agreement with an effective date of January 1, 2002 (the "I&L") whereby the Subscribing Reinsurer took a 50% share in the interests and liabilities of the "Reinsurer" as set forth in a Quota Share Reinsurance Agreement issued to Company with an effective date of January 1, 2002 and any amendments thereto (the "Contract");
Bristol West Holdings, Inc.Bristol West Holdings Inc • January 16th, 2004 • Fire, marine & casualty insurance • New York
CALIFORNIA Brokerage AgreementBrokerage Agreement • March 21st, 2005 • Bristol West Holdings Inc • Fire, marine & casualty insurance • California
This Agreement made this 1st day of January, 2005 by and between Bristol West Insurance Services of California, Inc. ("Bristol") and _________________________________ a retail insurance brokerage ("Broker").
QUOTA SHARE AGREEMENT NO. (hereinafter referred to as the “Agreement”) Among Coast National Insurance Company Westminster, California and Security National Insurance Company Davie, Florida and Bristol West Insurance Company Philadelphia, Pennsylvania...Quota Share Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
TERMINATION OF TRUST AGREEMENT AND RELEASE AND INDEMNIFICATION OF TRUSTEETermination of Trust Agreement • March 21st, 2005 • Bristol West Holdings Inc • Fire, marine & casualty insurance
This Agreement dated January 10, 2005 is among ALEA LONDON LIMITED, a United Kingdom domiciled company (the "Grantor"); COAST NATIONAL INSURANCE COMPANY, a California domiciled insurance company, SECURITY NATIONAL INSURANCE COMPANY, a Florida domiciled insurance company, BRISTOL WEST INSURANCE COMPANY (formerly Reliant Insurance Company), a Pennsylvania domiciled insurance company and BRISTOL WEST CASUALTY INSURANCE COMPANY (formerly Reliant Casualty Insurance Company), an Ohio domiciled insurance company (collectively referred to herein as the "Beneficiary"); and BROWN BROTHERS HARRIMAN TRUST COMPANY, LLC, a New York limited purpose trust company formed under the New York banking regulations (the "Trustee"), (collectively known as the "Parties").
AMENDMENT TO EMPLOYEE STOCKHOLDER’S AGREEMENTEmployee Stockholder’s Agreement • March 14th, 2006 • Bristol West Holdings Inc • Fire, marine & casualty insurance
THIS AMENDMENT (the “Amendment”) to all Employee Stockholder’s Agreements signed by the undersigned Employee Stockholder is entered into between Bristol West Holdings, Inc., formerly known as BRW Acquisitions, Inc. (the “Company”), and the undersigned Employee Stockholder, and is made effective as of December 29, 2005. The undersigned parties hereby agree that all Employee Stockholder’s Agreements signed by the Company and the undersigned Employee Stockholder are hereby amended as follows:
AMENDATORY AGREEMENTAmendatory Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance
This Amendatory Agreement (the “Agreement”) is entered into as of December 18, 2000, between BRW Acquisition, Inc., a Delaware corporation (the “Company”) and Fisher Capital Corp. LLC (“Fisher Capital”).
Amendment No. 22002 Services Agreement • March 16th, 2007 • Bristol West Holdings Inc • Fire, marine & casualty insurance
This Amendment No. 2 to the July 24, 2002 Services Agreement (“Services Agreement”) is entered as of October 1, 2006 (the “Effective Date”) by and between FireMark Partners, LLC (“FireMark”) a Delaware limited liability company and Bristol West Holdings, Inc a Delaware corporation formerly known as BRW Acquisition, Inc. (“BRW”).
Execution Version AGREEMENT AND PLAN OF MERGER among BRISTOL WEST HOLDINGS, INC., FARMERS GROUP, INC. and BWH ACQUISITION COMPANY Dated as of March 1, 2007Agreement and Plan of Merger • March 7th, 2007 • Bristol West Holdings Inc • Fire, marine & casualty insurance • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this ”Agreement”), dated as of March 1, 2007, among Bristol West Holdings, Inc., a Delaware corporation (the “Company”), Farmers Group, Inc., a Nevada corporation (“Parent”), and BWH Acquisition Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Company and Merger Sub are sometimes hereinafter collectively referred to as the “Constituent Corporations”.
SALE PARTICIPATION AGREEMENTSale Participation Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
You have entered into an Employee Stockholder’s Agreement, dated as of , 200 (the “Stockholder’s Agreement”) between Bristol West Holdings, Inc., a Delaware corporation (“the Company”), and you relating to your ownership and/or purchase of shares of the common stock, par value $.01 per share (the “Common Stock”) of the Company. The undersigned, Bristol West Associates LLC, a Delaware limited liability corporation (“Associates”), an affiliate of KKR Partners II, L.P., a Delaware limited partnership (“KKR Partners”) and KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”), also has acquired shares of Common Stock of the Company and hereby agree with you as follows, effective upon the Closing (as defined in the Stockholder’s Agreement) or, in the event that you entered into such Stockholder’s Agreement subsequent to the Closing, upon the purchase of Common Stock by you:
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 14th, 2006 • Bristol West Holdings Inc • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of ________, (the “Grant Date”) between Bristol West Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [NAME], an employee of the Company or an Affiliate (as defined below) of the Company, hereinafter referred to as the “Employee.”
November ____, 2004Bristol West Holdings Inc • March 21st, 2005 • Fire, marine & casualty insurance
Bristol West Services of California, Inc. ("Bristol") is amending your Producer's Agreement. Pursuant to paragraphs III (A) and VIII (C) of your Producer's Agreement, the changes will be effective January 1, 2005.
AMENDATORY AGREEMENTTermination Agreement • March 16th, 2007 • Bristol West Holdings Inc • Fire, marine & casualty insurance
This Amendatory Agreement (the “Agreement”) is entered into as of January 1, 2004, between Bristol West Holdings, Inc., a Delaware Corporation (formerly BRW Acquisition, Inc.) (the “Company”) and Fisher Capital Corp., LLC (“Fisher Capital”).
CORRECTION AND AMENDMENT OF JULY 24, 2002 SERVICES AGREEMENT BETWEEN BRW ACQUISITION, INC. AND FIREMARK PARTNERS, LLCCorrection And • November 14th, 2005 • Bristol West Holdings Inc • Fire, marine & casualty insurance
This Correction and Amendment Of July 24, 2002 Services Agreement is made by and between Bristol West Holdings, Inc., a Delaware Corporation formerly known as BRW Acquisition, Inc. (“BWIG”), and FireMark Partners, LLC (“FireMark”), a Delaware limited liability company with its principal office located in Newton, Massachusetts.
CREDIT AGREEMENT among BRISTOL WEST HOLDINGS, INC., The Several Lenders from Time to Time Parties Hereto, ING CAPITAL LLC, as Administrative Agent, Dated as of July 31, 2006Credit Agreement • August 9th, 2006 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
to Quota Share Reinsurance Agreement (Effective January 1, 2002) between COAST NATIONAL INSURANCE COMPANY (“Coast National”) SECURITY NATIONAL INSURANCE COMPANY (“Security National”) BRISTOL WEST INSURANCE COMPANY (“Bristol”) BRISTOL WEST CASUALTY...Share Reinsurance Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance
It is understood and agreed by the parties that Chubb Atlantic Reinsurance Specialists Ltd. has legally changed its name to Chubb Re (Bermuda) Ltd. It is further understood and agreed by the parties that effective November 1, 2003 , the following article is amended to read as follows:
SALE PARTICIPATION AGREEMENTSale Participation Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
Fisher Capital Corp. LLC, a Delaware limited liability company (the “Purchaser”), has entered into a Stockholders’ Agreement, dated as of July 9, 1998 (the “Subscription Agreement”) with BRW Acquisition, Inc., a Delaware corporation (“the Company”) relating to the Purchaser’s ownership and/or purchase of shares of the common stock, par value $.01 per share (the “Common Stock”) of the Company. The undersigned, Bristol West Associates LLC, a Delaware limited liability corporation (“Associates”), an affiliate of KKR Partners II, L.P., a Delaware limited partnership (“KKR Partners”) and KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”) (collectively, the “KKR Partnership”), also has acquired shares of Common Stock of the Company and hereby agrees with the Purchaser as follows, effective upon the Closing (as defined in the Stockholder’s Agreement):
EQUITY CONTRIBUTION AGREEMENTEquity Contribution Agreement • March 16th, 2007 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
EQUITY CONTRIBUTION AGREEMENT, dated as of July 10, 1998 among BRW Acquisition, Inc., a Delaware corporation (“Acquisition”), Bristol West Associates, LLC, a Delaware limited liability corporation (“Associates”), Fisher Capital Corp., LLC, a Delaware limited liability company (“Fisher”), and the parties listed on Annex I hereto under Stockholder Contributors (the “Stockholder Contributors” and, collectively with Associates and Fisher, the “Contributors”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 31, 1999, among BRW ACQUISITION, INC., a Delaware corporation (the “Borrower”), the various lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), THE CHASE MANHATTAN BANK, as Administrative Agent (the “Administrative Agent”) and THE BANK OF NEW YORK, as Syndication Agent (the “Syndication Agent”). All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of July 9, 1998, between BRW Acquisition, Inc., a Delaware corporation (the “Company”), and FISHER CAPITAL CORP. LLC, a Delaware limited liability company (the “Purchaser”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 27th, 2006 • Bristol West Holdings Inc • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of ______ (the “Grant Date”), between Bristol West Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and _______, a member of the Board of Directors of the Company (a “Director”), hereinafter referred to as the “Grantee.”
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 13th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of , 2004, (the “Grant Date”) between Bristol West Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and , a member of the Board of Directors of the Company (a “Director”), hereinafter referred to as the “Grantee.”
15,000,000 Shares Bristol West Holdings, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
