ARTICLE II POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEEGuarantee Agreement • June 3rd, 2005 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • New York
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2014 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Illinois
THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the 1st day of December, 2013 (the “Effective Date”) by and between Affirmative Insurance Holdings, Inc. (the “Company”) and Michael McClure (“Executive”).
220,000,000 CREDIT AGREEMENT dated as of January 31, 2007 among AFFIRMATIVE INSURANCE HOLDINGS, INC., as Borrower THE LENDERS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES...Credit Agreement • March 16th, 2007 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • New York
CREDIT AGREEMENT dated as of January 31, 2007 (this “Agreement”), among AFFIRMATIVE INSURANCE HOLDINGS, INC., a Delaware corporation, (the “Borrower”), the LENDERS from time to time party hereto, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH as administrative agent (in such capacity and together with its successors, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2004 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Affirmative Insurance Holdings, Inc., a Delaware corporation (the “Company”), and Thomas E. Mangold, an individual resident of San Antonio, Texas (the “Executive”), to become effective upon the consummation of an initial public offering of securities of the Company registered under the Securities Act of 1933, as amended, having an aggregate market value of at least $50 million (the “Effective Date”).
GUARANTEE AGREEMENT Affirmative Insurance Holdings, Inc. Dated as of December 21, 2004Guarantee Agreement • December 27th, 2004 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 21, 2004, is executed and delivered by Affirmative Insurance Holdings, Inc., a Delaware corporation (the “Guarantor”), and JPMorgan Chase Bank, N.A., as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Affirmative Insurance Holdings Statutory Trust I, a Delaware statutory trust (the “Issuer”).
] Shares1 AFFIRMATIVE INSURANCE HOLDINGS, INC. Common Stock (par value $0.01 per share) PURCHASE AGREEMENTPurchase Agreement • June 14th, 2004 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Minnesota
Affirmative Insurance Holdings, Inc., a Delaware corporation (the “Company”), together with the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”), severally propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) of common stock of the Company, $0.01 par value per share (the “Common Stock”). The Firm Shares consist of [ ] authorized but unissued shares of Common Stock to be issued and sold by the Company and [ ] outstanding shares of Common Stock to be sold by the Selling Stockholders. The Company and certain of the Selling Stockholders have also granted to the several Underwriters an option to purchase up to [ ] and [ ] additional shares of Common Stock, respectively, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called t
Non Standard Private Passenger Automobile Quota Share Reinsurance Contract Effective: May 1, 2004 issued to Affirmative Insurance Company Insura Property and Casualty Insurance Company Bedford Park, IllinoisAffirmative Insurance Holdings Inc • June 14th, 2004 • Fire, marine & casualty insurance
It is understood that the Company has appointed Space Coast Underwriters Insurance Agency, Melbourne, Florida (hereinafter referred to as the “General Agent”) as its agent for the purpose of producing, underwriting and managing the subject business hereunder.
EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2005 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Delaware
This Employment Agreement (herein, “Agreement”) is hereby made effective as of the 23rd day of November 2005, by and between M. Sean McPadden, an individual resident of Dallas, Texas (the “Executive”), and Affirmative Insurance Holdings, Inc., a Delaware corporation (the “Company”).
INTERESTS AND LIABILITIES AGREEMENT (the “Agreement”) of SWISS REINSURANCE AMERICA CORPORATION (the “Subscribing Reinsurer”) as respects the AUTOMOBILE QUOTA SHARE REINSURANCE CONTRACT Effective: January 1, 2011 (the “Contract”) issued to and executed...Interests and Liabilities Agreement • January 10th, 2011 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance
The Subscribing Reinsurer’s share in the interests and liabilities of the Reinsurer as set forth in the Contract shall be 100.00%.
INTERESTS AND LIABILITIES AGREEMENT (the “Agreement”) of SWISS REINSURANCE AMERICA CORPORATION (the “Subscribing Reinsurer”) as respects the AUTOMOBILE QUOTA SHARE REINSURANCE CONTRACT Effective: October 1, 2010 (the “Contract”) issued to and executed...Interests and Liabilities Agreement • January 10th, 2011 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance
The Subscribing Reinsurer’s share in the interests and liabilities of the Reinsurer as set forth in the Contract shall be 100.00%.
AFFIRMATIVE INSURANCE HOLDINGS, INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN as amended STOCK OPTION AGREEMENT2004 Stock Incentive Plan • February 28th, 2012 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Delaware
This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Affirmative Insurance Holdings, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s Amended and Restated 2004 Stock Incentive Plan, as amended (the “Plan”).
THIRD AMENDMENT TO FORBEARANCE AND WAIVER AGREEMENTForbearance and Waiver Agreement • August 14th, 2013 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • New York
This THIRD AMENDMENT TO FORBEARANCE AND WAIVER AGREEMENT (this “Amendment”) is dated as of August 14, 2013 and is entered into by and among AFFIRMATIVE INSURANCE HOLDINGS, INC., a Delaware corporation (the “Borrower”), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (together with its successors and assigns, in such capacity, the “Administrative Agent”), U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent (together with its successors and assigns, in such capacity, the “Collateral Agent” and together with the Administrative Agent, the “Agents”), the Lenders party hereto and the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain CREDIT AGREEMENT, dated as of January 31, 2007 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”) by and among the Borrower, the Lenders, Administrative Agent, Collateral Agent and the other Agents and Arrangers named therein. Capitalized terms used herein an
First Amended and Restated Managing General Agency Agreement Number AFFORD-02-001General Agency Agreement • May 27th, 2004 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance
This Agreement is made and entered into by and between OLD AMERICAN COUNTY MUTUAL FIRE INSURANCE COMPANY, a Texas Corporation (Company) and A-AFFORDABLE MANAGING GENERAL AGENCY, INC. f.k.a. INSTANT AUTO MANAGING GENERAL AGENCY, INC. d.b.a. A-AFFORDABLE MANAGING GENERAL AGENCY., a Texas Corporation with administrative offices in Addison, Texas, (Managing General Agent).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 22nd, 2005 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Texas
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made by and between Affirmative Insurance Holdings, Inc., a Delaware corporation (the “Company”), and ___(the “Executive”), to be effective ___(the “Effective Date”).
Private Passenger Automobile Quota Share Reinsurance Contract Effective: April 1, 2007 issued to Affirmative lnsurance Company Burr Ridge, Illinois USAgencies Casualty Insurance Company Baton Rouge, Louisiana and USAgencies Direct Insurance Company...Affirmative Insurance Holdings Inc • March 17th, 2008 • Fire, marine & casualty insurance
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 17th, 2008 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Texas
This Separation and Release Agreement (the “Agreement”) is entered into between Affirmative Services, Inc. (the “Company”) and Mark E. Pape (the “Executive”) (the Company and the Executive will be collectively referred to hereinafter as the “Parties”).
AUTOMOBILE QUOTA SHARE REINSURANCE CONTRACT (the “Contract”) issued to AFFIRMATIVE INSURANCE COMPANY Burr Ridge, Illinois (the “Company”) by THE SUBSCRIBING REINSURER(S) IDENTIFIED IN THE INTERESTS AND LIABILITIES AGREEMENT(S) ATTACHED TO AND FORMING...Automobile Quota Share Reinsurance Contract • March 31st, 2014 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Illinois
CONSENT TO ASSIGNMENTAffirmative Insurance Holdings Inc • March 16th, 2007 • Fire, marine & casualty insurance • California
THIS CONSENT TO ASSIGNMENT (the “Consent”) is made by and among 227 MONROE STREET, INC. a Delaware corporation (“Landlord”), and Affirmative Property Holdings, Inc. (“Assignee”) and KR Callahan & Company, LLC (“Assignor”), the tenant under a Lease dated as of May 8, 2006 (which Lease as heretofore or hereafter amended is hereinafter called the “Lease”), under which Landlord leased to Assignor the premises commonly known as Suite 3880 in the building known as [the AT&T Corporate Center and located at 227 West Monroe Street] [the USG Building and located at 222 West Adams Street], in Chicago, Illinois (the “Premises”). Landlord hereby consents to the assignment by Assignor to Assignee, pursuant to an Assignment (the “Assignment”) dated as of December 1, 2006, a full and complete copy of which is attached hereto as Exhibit “A,” of the Premises, such Consent being subject to and upon the following terms and conditions, to each of which Assignor and Assignee agree:
AMENDED AND RESTATED 100% QUOTA SHARE REINSURANCE CONTRACT between THE SHELBY INSURANCE COMPANY AFFIRMATIVE INSURANCE COMPANY and INSURA PROPERTY AND CASUALTY INSURANCE COMPANY Chicago, Illinois (Hereinafter referred to as the “Company”) and VESTA...Affirmative Insurance Holdings Inc • March 22nd, 2004
This contract applies to business located in the United States of America, Puerto Rico and Canada, and elsewhere when coverage extends thereto under extraterritorial provisions of the Company’s policies.
INTERESTS AND LIABILITIES AGREEMENTInterests and Liabilities Agreement • May 15th, 2015 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance
COMMUTATION ENDORSEMENT to AUTOMOBILE QUOTA SHARE REINSURANCE CONTRACT, EFFECTIVE DECEMBER 31, 2013 (Treaty #U4VT0008)Automobile Quota Share Reinsurance Contract • March 31st, 2015 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance
WHEREAS, this COMMUTATION ENDORSEMENT (this “Commutation Endorsement”), entered into by and between Affirmative Insurance Company (the “Company”) and Ace American Insurance Company (the “Reinsurer”), effective the 31st day of March, 2015, is an endorsement to this Automobile Quota Share Reinsurance Contract (this “Contract”) (this Contract is attached as Exhibit A hereto and is incorporated herein by reference), effective December 31, 2013 through June 30, 2014, GC Reference U4VT0008, with the Company, whereby the Reinsurer, in consideration of payment of premium, reinsured certain risks insured by the Company; and
AUTOMOBILE QUOTA SHARE REINSURANCE CONTRACT issued to AFFIRMATIVE INSURANCE COMPANY Burr Ridge, IllinoisAutomobile Quota Share Reinsurance Contract • August 14th, 2014 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Illinois
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • August 15th, 2011 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Delaware
This Stock Repurchase Agreement (the “Agreement”) is entered into as of this day of August, 2011, by and between Affirmative Insurance Holdings, Inc., a Delaware corporation, with one of its principal places of business located at 4450 Sojourn Drive, Addison, Texas 75001 (the “Company”), and the undersigned stockholder of the Company (“Stockholder”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement and Guarantee and Collateral Agreement • March 16th, 2007 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENT (this “Amendment”) is dated as of March 8, 2007, and entered into by and among AFFIRMATIVE INSURANCE HOLDINGS, INC., a Delaware corporation (“Borrower”), the lenders party thereto that are party hereto (the “Required Lenders”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as Administrative Agent (in such capacity, “Administrative Agent”), as Collateral Agent (in such capacity, the “Collateral Agent”), as Outgoing Issuing Bank (as hereinafter defined) and as Outgoing Swingline Lender (as hereinafter defined and together with the Administrative Agent, Collateral Agent and Outgoing Issuing Bank, the “Agents”) and THE FROST NATIONAL BANK (“Frost”), as Incoming Issuing Bank (as hereinafter defined) and Incoming Swingline Lender (as hereinafter defined) (Incoming Swingline Lender, together with Incoming Issuing Bank, the “Incoming Bank”). Capitalized terms used but not defined herein having the meaning given them
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2011 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of March 30, 2011, and entered into by and among AFFIRMATIVE INSURANCE HOLDINGS, INC., a Delaware corporation (“Borrower”), the lenders listed on the signature pages hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (in such capacity, “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), and for purposes of Section 7 hereof, the other Loan Parties listed on the signature pages hereto. Capitalized terms used but not defined herein having the meaning given them in the Credit Agreement, hereinafter defined.
Private Passenger Automobile Quota Share Reinsurance Contract Effective: January 1, 2004 issued to Affirmative Insurance Company and Insura Property and Casualty Insurance Company both of Bedford Park, IllinoisAffirmative Insurance Holdings Inc • May 27th, 2004 • Fire, marine & casualty insurance
ADDENDUM NO. 3 to the AUTOMOBILE QUOTA SHARE REINSURANCE CONTRACT Effective: September 1, 2011 (the “Contract”) issued to AFFIRMATIVE INSURANCE COMPANY Burr Ridge, Illinois (the “Company”) by THE SUBSCRIBING REINSURER(S) IDENTIFIED IN THE INTERESTS...Automobile Quota Share Reinsurance Contract • April 1st, 2013 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance
INTERESTS AND LIABILITIES AGREEMENTInterests and Liabilities Agreement • May 15th, 2015 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance
SEPARATION AGREEMENT AND GENERAL RELEASESupplemental General Release Agreement • October 13th, 2005 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Texas
This Separation Agreement and General Release (the “Agreement”) is executed on the dates given on the signature pages by and between Affirmative Services, Inc. (the “Company”) and George M. Daly (“Executive,” “you” or “I”).
INTERESTS AND LIABILITIES AGREEMENT (the “Agreement”) of GREENLIGHT REINSURANCE, LTD. (the “Subscribing Reinsurer”) as respects the AUTOMOBILE QUOTA SHARE REINSURANCE CONTRACT Effective: September 1, 2011 (the “Contract”) issued to and executed by...Interests and Liabilities Agreement • November 15th, 2011 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Illinois
The Subscribing Reinsurer’s share in the interests and liabilities of the Reinsurer as set forth in the Contract shall be 100.0%.
FOURTH AMENDMENT AND WAIVER TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • March 31st, 2015 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • New York
This FOURTH AMENDMENT AND WAIVER TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) is dated as of March 31, 2015 and effective as of December 31, 2014, and entered into by and among AFFIRMATIVE INSURANCE HOLDINGS, INC., a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereto, JCF AFFM DEBT HOLDINGS L.P., as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), and for purposes of Section 6 hereof, the other Loan Parties listed on the signature pages hereto. Capitalized terms used but not defined herein having the meaning given them in the Credit Agreement (as hereinafter defined).
AFFIRMATIVE INSURANCE HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 1st, 2005 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Delaware
This Restricted Stock Award Agreement (this “Agreement”), made as of the day of , 2004 (the “Grant Date”) by and between Affirmative Insurance Holdings, Inc. (the “Company”), and (the “Grantee”), evidences the grant by the Company of a Stock Award (the “Award”) of restricted Common Stock, par value $0.01 per share (the “Common Stock”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Company’s 2004 Stock Incentive Plan (the “Plan”), a copy of which is attached hereto as Exhibit A.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 25th, 2005 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement’) dated as of May 19, 2005 between Affirmative Insurance Holdings, Inc., a Delaware corporation (“Buyer” or “Company”), and Vesta Insurance Group, Inc., a Delaware corporation (“Seller”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2013 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 2, 2009, and entered into by and among AFFIRMATIVE INSURANCE HOLDINGS, INC., a Delaware corporation (“Borrower”), the lenders listed on the signature pages hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as Administrative Agent (in such capacity, “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), and for purposes of Section 7 hereof, the other Loan Parties listed on the signature pages hereto. Capitalized terms used but not defined herein having the meaning given them in the Credit Agreement, hereinafter defined.
COMMUTATION AND RELEASE AGREEMENTCommutation and Release Agreement • March 31st, 2015 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Illinois
COMMUTATION AND RELEASE AGREEMENT (the “Agreement”) entered into between Affirmative Insurance Company (the “Company”) and Greenlight Reinsurance Ltd. (the “Reinsurer”), effective the 24th day of March, 2015.
