Delphi Financial Group Inc/De Sample Contracts

1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 24th, 1999 • Delphi Financial Group Inc/De • Life insurance • New York
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EXHIBIT 2.3 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 24th, 1999 • Delphi Financial Group Inc/De • Life insurance • New York
EXHIBIT 4.3 GUARANTEE AGREEMENT BY AND BETWEEN DELPHI FINANCIAL GROUP, INC.
Guarantee Agreement • August 13th, 2003 • Delphi Financial Group Inc/De • Life insurance • New York
1 EXHIBIT 10.2 CREDIT AGREEMENT dated as of June 1, 2000
Credit Agreement • August 11th, 2000 • Delphi Financial Group Inc/De • Life insurance
EXHIBIT 10.1 [PUBLISHED CUSIP NUMBER:_________] CREDIT AGREEMENT Dated as of May 26, 2005
Credit Agreement • June 1st, 2005 • Delphi Financial Group Inc/De • Life insurance • Illinois
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 25, 2006
Credit Agreement • October 31st, 2006 • Delphi Financial Group Inc/De • Life insurance • Illinois
Exhibit 4.13 PREFERRED SECURITIES GUARANTEE AGREEMENT DELPHI FINANCIAL GROUP, INC.
Preferred Securities Guarantee Agreement • April 19th, 2002 • Delphi Financial Group Inc/De • Life insurance • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 5, 1996
Credit Agreement • March 5th, 1997 • Delphi Financial Group Inc/De • Life insurance
RECITALS
Employment Agreement • August 13th, 2003 • Delphi Financial Group Inc/De • Life insurance • Missouri
1 EXHIBIT 10.1 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 1, 2000
Credit Agreement • August 11th, 2000 • Delphi Financial Group Inc/De • Life insurance
Exhibit 1 Delphi Financial Group, Inc. 8.00% Senior Notes due 2033 Underwriting Agreement
Delphi Financial Group Inc/De • May 20th, 2003 • Life insurance • New York
DELPHI FINANCIAL GROUP, INC., AS ISSUER INDENTURE DATED AS OF MAY 15, 2003 U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
Indenture • August 13th, 2003 • Delphi Financial Group Inc/De • Life insurance • New York
DELPHI FINANCIAL GROUP, INC. 3,000,000 Shares Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 18th, 2009 • Delphi Financial Group Inc/De • Life insurance • New York

Delphi Financial Group, Inc., a Delaware corporation (the “Company”), proposes to sell 3,000,000 shares (the “Firm Stock”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to 450,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters. In the event only a single Underwriter is named in Schedule 1, then all references to the “Underwriters” shall be deemed to mean and refer to such Underwriter, mutatis mutandis.

Trust Indenture Act Section Indenture Section ----------- -----------------
Delphi Financial Group Inc/De • May 20th, 2003 • Life insurance • New York
Exhibit 4.12 COMMON SECURITIES GUARANTEE AGREEMENT DELPHI FINANCIAL GROUP, INC.
Common Securities Guarantee Agreement • April 19th, 2002 • Delphi Financial Group Inc/De • Life insurance • New York
EXHIBIT 10.2 BORROWER PLEDGE AGREEMENT dated as of December 16, 2002
Borrower Pledge Agreement • March 28th, 2003 • Delphi Financial Group Inc/De • Life insurance • Illinois
1 Exhibit 4(a) AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Delphi Financial Group Inc/De • March 24th, 1997 • Life insurance • Delaware
RECITALS
Employment Agreement • March 5th, 1997 • Delphi Financial Group Inc/De • Life insurance • Missouri
REPLACEMENT CAPITAL COVENANT
Replacement Capital Covenant • May 29th, 2007 • Delphi Financial Group Inc/De • Life insurance

Distributions on any Distribution Date, the Corporation will apply any available eligible proceeds to pay accrued and unpaid Distributions on the applicable Distribution Date in chronological order subject to the Common Cap, Preferred Cap and Share Cap, as applicable; and

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DELPHI FINANCIAL GROUP, INC. $250,000,000 7.875% Senior Notes due 2020 UNDERWRITING AGREEMENT
Underwriting Agreement • January 21st, 2010 • Delphi Financial Group Inc/De • Life insurance • New York

Delphi Financial Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) acting severally and not jointly, the respective amounts set forth in such Schedule 1 of $250,000,000 aggregate principal amount of its 7.875% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of January 20, 2010 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee), as supplemented by a first supplemental indenture to be dated as of January 20, 2010 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”. This is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters. In the event only a single Underwriter is named in Schedule 1, then all references to the “Underwriters” shall be deem

to WILMINGTON TRUST COMPANY Trustee
Subordinated Indenture • March 24th, 1997 • Delphi Financial Group Inc/De • Life insurance • New York
DELPHI FINANCIAL GROUP, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 20, 2010 Senior Debt Securities
Delphi Financial Group Inc/De • January 21st, 2010 • Life insurance • New York

INDENTURE, dated as of January 20, 2010 between Delphi Financial Group, Inc., a Delaware corporation (herein called the “Company” or the “Issuer”), having its principal office at 1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, Delaware 19801 and U.S. Bank National Association, a national banking association, as trustee hereunder (herein called the “Trustee”).

PREAMBLE
Casualty Excess of Loss Reinsurance Agreement • March 17th, 1998 • Delphi Financial Group Inc/De • Life insurance • Missouri
CREDIT AGREEMENT Dated as of December 22, 2010 among DELPHI FINANCIAL GROUP, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent BARCLAYS BANK PLC, KEYBANK NATIONAL ASSOCIATION...
Credit Agreement • December 28th, 2010 • Delphi Financial Group Inc/De • Life insurance • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 22, 2010 among DELPHI FINANCIAL GROUP, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (each a “Lender” and collectively the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent.

TO
Supplemental Indenture • May 20th, 2003 • Delphi Financial Group Inc/De • Life insurance • New York
Mark A. Wilhelm Safety National Casualty Corporation 2043 Woodland Parkway, Suite 200 St. Louis, Missouri 63146 Re: Stock Option Award Agreement Dear Mark:
Delphi Financial Group Inc/De • March 1st, 2011 • Life insurance

We are pleased to inform you that, pursuant to action taken by the Compensation Committee (the “Committee”) of the Board of Directors of Delphi Financial Group, Inc. (“Delphi”) under Section 5 of the 2003 Employee Long-Term Incentive and Share Award Plan, as amended (the “Plan”), you have been granted options to purchase up to 225,000 shares of Delphi’s Class A Common Stock (the “Stock”) at the price of $29.14 per share (the “Options”), which was the fair market value of the Stock as of February 15, 2008, the effective date of such grant, as determined under the Plan. Such option grant is subject in all respects to the terms and conditions described herein. This agreement, once countersigned by you, shall constitute an “Award Agreement” as defined in Section 2(c) of the Plan.

DELPHI FINANCIAL GROUP, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee JUNIOR SUBORDINATED INDENTURE Dated as of May 23, 2007 JUNIOR SUBORDINATED DEBT SECURITIES
Junior Subordinated Indenture • May 29th, 2007 • Delphi Financial Group Inc/De • Life insurance • New York

INDENTURE, dated as of May 23, 2007, between DELPHI FINANCIAL GROUP, INC., a Delaware corporation (hereinafter called the “Company”), having its principal office at 1105 North Market Street, Suite 1230, Wilmington, DE 19899, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee hereunder (hereinafter called the “Trustee”), having its Corporate Trust Office at 100 Wall Street, Suite 1600, New York, NY 10005.

DELPHI FINANCIAL GROUP, INC. Class A Common Stock SALES AGREEMENT
Sales Agreement • April 24th, 2009 • Delphi Financial Group Inc/De • Life insurance • New York

Delphi Financial Group, Inc., a Delaware corporation (the “Company”), proposes to sell from time to time through Barclays Capital Inc., as sales agent (the “Agent”) shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), having an aggregate gross sales price of up to $30,000,000 (the “Stock”) on the terms set forth in Section 2 of this agreement (this “Agreement”).

EXHIBIT 10.3 SIG HOLDINGS PLEDGE AGREEMENT dated as of December 16, 2002
Sig Holdings Pledge Agreement • March 28th, 2003 • Delphi Financial Group Inc/De • Life insurance • Illinois
December 22, 2008
Delphi Financial Group Inc/De • December 23rd, 2008 • Life insurance

This letter will serve as notice that, by action of the Compensation Committee (the “Committee”) of the Board of Directors of Delphi Financial Group, Inc. (the “Company”), the terms and conditions of the award made to you effective February 16, 2007 of 17,144 Restricted Share Units (the “Units”), pursuant to the Company’s 2003 Employee Long-Term Incentive and Share Award Plan, as amended (the “Plan”), as described in the Award Agreement dated February 28, 2007 (the “Prior Award Agreement”), have, pursuant to Section 9(d) of the Plan, been amended and restated in accordance with the terms hereof.

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