AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2006 • Republic Companies Group, Inc. • Fire, marine & casualty insurance • Texas
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of September 14, 2006, between Republic Underwriters Insurance Company, a Texas corporation, having its principal place of business at 5525 LBJ FWY, Dallas, Texas 75219 (the “Company”), and Parker W. Rush, an individual residing at 204 Riviera Drive, McKinney, TX 75070 (the “Employee”).
6,000,000 SHARES REPUBLIC COMPANIES GROUP, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2005 • Republic Companies Group, Inc. • Fire, marine & casualty insurance • New York
Republic Companies Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 900,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares and to the conversion of securities of the Company into such shares as described in the Prospectus (as defined below) are herein referred to as the “Common Stock.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among REPUBLIC COMPANIES GROUP, INC. and THE INVESTORS PARTY HERETORegistration Rights Agreement • September 19th, 2005 • Republic Companies Group, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is dated as of August 8, 2005 (this “Agreement”), by and among Republic Companies Group, Inc., a Delaware corporation formerly known as RTXA, Inc. (the “Company”), and the investors that are or may become party hereto (collectively, the “Investors”).
CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 230.406 MANAGING GENERAL AGENCY AGREEMENT ENTERED INTO BY AND BETWEEN INSURED LLOYDS, SOUTHERN COUNTY MUTUAL INSURANCE COMPANY, and REPUBLIC VANGUARD INSURANCE COMPANY...Agency Agreement • July 29th, 2005 • Republic Companies Group, Inc. • Fire, marine & casualty insurance
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2005 • Republic Companies Group, Inc. • Texas
This Employment Agreement (the “Agreement”) is entered into as of May 9, 2003, between RTXA, Inc., a Delaware corporation, having its principal place of business at 1209 Orange Street Wilmington, DE (“RTXA’), and Martin B. Cummings, an individual residing at 4617 Adrian Way, Plano, Texas 75024 (the “Employee’).
LEASE AGREEMENT BETWEEN TC DALLAS #2, LP, AS LANDLORD, AND REPUBLIC UNDERWRITERS INSURANCE COMPANY AS TENANT DATED AUGUST 31, 2004 DALLAS, TEXASLease Agreement • May 10th, 2005 • Republic Companies Group, Inc. • Texas
THIS LEASE AGREEMENT (this “Lease”) is entered into as of August 31, 2004, between TC DALLAS #2, LP, a Delaware limited partnership (“Landlord”), and Republic Underwriters Insurance Company, a Texas corporation (“Tenant”).
Republic Underwriters Insurance Company / Texas General Agency All Lines Quota Share Reinsurance Agreements To Be Effective: January 1, 2006, 2007 and 2008Republic Companies Group, Inc. • November 14th, 2005 • Fire, marine & casualty insurance
Contract will include a non-compete clause prohibiting Republic from soliciting TGA’s current wholesale agent base during the term of the contract, plus 18 months.
AGREEMENT AND PLAN OF MERGER Dated as of August 4, 2006 among ARROW CAPITAL US INC., ARROW SUBSIDIARY CORPORATION, DELEK GROUP LTD. (only for purposes of Section 8.8 hereof) and REPUBLIC COMPANIES GROUP, INC.Agreement and Plan of Merger • August 4th, 2006 • Republic Companies Group, Inc. • Fire, marine & casualty insurance • New York
AGREEMENT AND PLAN OF MERGER, dated as of August 4, 2006 (this “Agreement”), among ARROW CAPITAL US INC., a Delaware corporation (“Arrow”), ARROW SUBSIDIARY CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Arrow (“Merger Sub”), DELEK GROUP LTD., a corporation organized under the laws of Israel (“Arrow Parent”) (only for purposes of Section 8.8 hereof), and REPUBLIC COMPANIES GROUP, INC., a Delaware corporation (“Republic”).
STOCK PURCHASE AGREEMENT between REPUBLIC FINANCIAL SERVICES, INC. (a Texas corporation), REPUBLIC FINANCIAL SERVICES, INC. (a Nevada corporation), WINTERTHUR U.S. HOLDINGS, INC. (a Delaware corporation) (only for purposes of Section 13.13 hereof),...Stock Purchase Agreement • May 10th, 2005 • Republic Companies Group, Inc. • New York
THIS AGREEMENT, dated as of the 9th day of May, 2003 (this “Agreement”), has been made and entered into by and between Republic Financial Services, Inc., a corporation organized and existing under the laws of the State of Texas (“RFS Texas”), Republic Financial Services, Inc., a corporation organized and existing under the laws of the State of Nevada and a wholly owned subsidiary of RFS Texas (“RFS Nevada”, and together with RFS Texas, the “Sellers”), Winterthur U.S. Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (only for purposes of Section 13.13 hereof) (“WUSH”), RTXA, Inc., a corporation organized and existing under the laws of the State of Delaware (“Parent”), and RTXA Sub, Inc., a corporation organized and existing under the laws of the State of Delaware and a wholly owned subsidiary of Parent (“Buyer”).
EXCESS OF LOSS REINSURANCE AGREEMENT Between REPUBLIC INSURANCE COMPANY WILMINGTON, DELAWARE (hereinafter, the “Reinsured”) AND WINTERTHUR, SWITZERLAND (the Reinsurer) Effective January 1, 1994Excess of Loss Reinsurance Agreement • May 10th, 2005 • Republic Companies Group, Inc. • Delaware
It is hereby agreed that the purpose of this Agreement is to protect the Reinsured against any excessive aggregate loss under its subsidiary companies (as listed in Exhibit A attached hereto) arising out of or relating to any loss occurrence during the term of all underlying liabilities, as defined below, directly occasioned by any one earthquake and fire following which is directly occasioned by the earthquake. However, the duration and extent of any one loss occurrence shall be limited to all individual losses sustained by the Reinsured and its subsidiary companies occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event.
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2005 • Republic Companies Group, Inc. • Texas
This Employment Agreement (the “Agreement”) is entered into as of November 17, 2003, between Republic Underwriters Insurance Company, a Texas corporation, having its principal place of business at 2727 Turtle Creek Boulevard, Dallas, Texas 75219 (the “Company”), and Parker W. Rush, an individual residing at 836 Parkwood Court, McKinney, TX 75070 (the “Employee”).
Managing General Agency Agreement Entered into by and between Southern Insurance Company Southern Vanguard Insurance Company Republic Underwriters Insurance Company Republic Fire and Casualty Insurance Company (Hereinafter singularly and collectively...General Agency Agreement • August 14th, 2006 • Republic Companies Group, Inc. • Fire, marine & casualty insurance • Texas
This Managing General Agency Agreement dated as of July 1, 2006 (“Effective Date”) is made and entered into by and between Southern Insurance Company, an insurance company domiciled in the State Texas, Southern Vanguard Insurance Company, an insurance company domiciled in the State of Texas, Republic Underwriters Insurance Company, an insurance company domiciled in the State of Texas, and Republic Fire and Casualty Insurance Company, an insurance company domiciled in the State of Oklahoma (singularly and collectively referred to herein as “Company”) and FirstComp Underwriters Group, Inc., a Nebraska Corporation with administrative offices in Omaha, Nebraska (referred to herein as “General Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2005 • Republic Companies Group, Inc. • Texas
This Employment Agreement (“Agreement”) is entered into as of , 2004, between Republic Underwriters Insurance Company, a Texas corporation, having its principal place of business at 2727 Turtle Creek Boulevard, Dallas, Texas 75219 (the “Company”), and Robert S. Howey, an individual residing at 5730 Hagen Court, Dallas, Texas 75252 (“you” or “your” ).
Restricted Stock Award Agreement THE SHARES ISSUABLE PURSUANT TO THIS AGREEMENT ARE SUBJECT TO THE PROVISIONS OF THE COMPANY'S EQUITY-BASED COMPENSATION PLAN AND THIS AGREEMENT IS ENTERED INTO PURSUANT THERETO.Restricted Stock Award Agreement • February 16th, 2006 • Republic Companies Group, Inc. • Fire, marine & casualty insurance • Delaware
This Award Agreement sets forth the terms of the agreement between you and the Company with respect to the Restricted Shares. By accepting this Award Agreement, you agree to be bound by all of the terms hereof.
REPUBLIC COMPANIES GROUP, INC. EQUITY-BASED COMPENSATION PLAN INCENTIVE STOCK OPTION AGREEMENTPlan Incentive Stock Option Agreement • August 12th, 2005 • Republic Companies Group, Inc. • Fire, marine & casualty insurance • Delaware
This Agreement is made and entered into as of the Grant Date (as defined below) by and between Republic Companies Group, Inc., a Delaware corporation (the "Company") and ________________ (the "Optionee"):
CREDIT AGREEMENT AMONG REPUBLIC COMPANIES, INC., AS BORROWER, REPUBLIC COMPANIES GROUP, INC. AND THE FROST NATIONAL BANK, AS LENDER FEBRUARY 23, 2005Credit Agreement • May 10th, 2005 • Republic Companies Group, Inc.
THIS CREDIT AGREEMENT is dated as of February 23, 2005 (this agreement, together with all amendments and restatements, this “Agreement”), among REPUBLIC COMPANIES, INC., a Delaware corporation (“Borrower”), REPUBLIC COMPANIES GROUP, INC., a Delaware corporation (“Parent”), and THE FROST NATIONAL BANK, a national banking association (“Lender”).
AMENDED AND RESTATED MANAGING GENERAL AGENCY AGREEMENT Entered into by and between REPUBLIC LLOYDS REPUBLIC-VANGUARD INSURANCE COMPANY SOUTHERN COUNTY MUTUAL INSURANCE COMPANY SOUTHERN INSURANCE COMPANY (collectively referred to herein as “Company”)...Managing General Agency Agreement • March 30th, 2006 • Republic Companies Group, Inc. • Fire, marine & casualty insurance
This Amended and Restated Managing General Agency Agreement, including attached Addenda, as amended, (“Amended and Restated Agreement”) dated as of January 1, 2006 by and between Republic Lloyds, a Texas Lloyd plan insurer, Republic-Vanguard Insurance Company, an Arizona corporation, Southern County Mutual Insurance Company, a Texas county mutual insurer, and Southern Insurance Company, a Texas corporation (collectively referred to herein as “Company”) and Texas General Agency, Inc., a Texas corporation, (referred to herein as “General Agent”).
REINSURANCE AGREEMENT between WINTERTHUR SWISS INSURANCE COMPANY (hereinafter the “Reinsurer”) and REPUBLIC UNDERWRITERS INSURANCE COMPANY (hereinafter the “Company”)Reinsurance Agreement • May 10th, 2005 • Republic Companies Group, Inc. • Texas
This Reinsurance Agreement (“Agreement”) is made and entered into by and between Winterthur Swiss Insurance Company, a foreign insurance company domiciled in Switzerland (“Reinsurer”), and Republic Underwriters Insurance Company, an insurance company domiciled in Texas with executive offices located at 2727 Turtle Creek Boulevard, Dallas, Texas 75219 (“Company”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT among REPUBLIC COMPANIES GROUP, INC. and CERTAIN STOCKHOLDERS OF THE COMPANY DESIGNATED HEREIN Dated as of December 9 , 2004Investor Rights Agreement • May 10th, 2005 • Republic Companies Group, Inc. • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (as amended or supplemented, this “Agreement”) is dated as of December 9, 2004, by and among REPUBLIC COMPANIES GROUP, INC. (f/k/a RTXA, INC.), a Delaware corporation (the “Company”), BANC OF AMERICA CAPITAL INVESTORS SBIC L.P. (f/k/a/ BANCAMERICA CAPITAL INVESTORS SBIC I L.P.), a Delaware limited partnership (“Banc of America”), GREENHILL CAPITAL PARTNERS, L.P., a Delaware limited partnership, (“GCP”), GREENHILL CAPITAL PARTNERS (CAYMAN), L.P., a Cayman Islands limited partnership, (“GCP Cayman”), GREENHILL CAPITAL PARTNERS (EXECUTIVE), L.P. , a Delaware limited partnership, (“GCP Executive”), GREENHILL CAPITAL, L.P. , a Delaware limited partnership, (“GC” and together with GCP, GCP Cayman and GCP Executive, the “Greenhill Investors”), BRAZOS EQUITY FUND 2000, L.P., a Texas limited partnership (“Brazos”), NORWEST EQUITY PARTNERS VI, LP, a Minnesota limited partnership (“NEP VI”), NORWEST EQUITY PARTNERS VII, LP, a Minnesota limited p
SECURITIES PURCHASE AGREEMENT among RTXA, INC., as Issuer, and THE INVESTORS PARTY HERETO Dated as of May 9, 2003Securities Purchase Agreement • May 10th, 2005 • Republic Companies Group, Inc. • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 9, 2003, between RTXA, INC., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages hereto (collectively, the “Investors”).
STOCKHOLDERS AGREEMENTStockholders Agreement • August 4th, 2006 • Republic Companies Group, Inc. • Fire, marine & casualty insurance • New York
STOCKHOLDERS AGREEMENT, dated as of August 4, 2006 (this “Agreement”), among Arrow Capital US Inc., a Delaware corporation (“Arrow”), and each of Greenhill Capital Partners, L.P., Greenhill Capital Partners (Cayman), L.P., Greenhill Capital Partners (Executive), L.P. and Greenhill Capital, L.P. (collectively, the “Greenhill Stockholders”), Brazos Equity Fund 2000, L.P. (“Brazos”) and Banc of America Capital Investors SBIC, L.P. (“BACI”, and together with Brazos and the Greenhill Stockholders, the “Stockholders”).
