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”).
CREDIT AGREEMENT among BRW ACQUISITION, INC., The Several Lenders from Time to Time Parties Hereto, THE CHASE MANHATTAN BANK, as Administrative Agent and THE BANK OF NEW YORK, as Syndication Agent Dated as of July 10, 1998 CHASE SECURITIES INC., as...Credit Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • New York
The Borrower has entered into a Stock and Asset Purchase Agreement dated as of February 19, 1998 (such Stock and Asset Purchase Agreement, as amended as of July 10, 1998, and as the same may be amended, supplemented or otherwise modified from time to time, being referred to herein as the “Acquisition Agreement”), by and among the Borrower, David N. Rosner, Richard A. Simon and the other signatories thereto, pursuant to which the Borrower will purchase (a) all of the issued and outstanding shares of capital stock of the Acquired Companies and (b) all of the assets from the Asset Companies (the “Acquisition”).
EMPLOYEE STOCKHOLDER’S AGREEMENTEmployee Stockholder’s Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance • Delaware
This Employee Stockholder’s Agreement (this “Agreement”) is entered into as of , 200 between Bristol West Holdings, 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”).
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”).
Bristol West Holdings, Inc.Bristol West Holdings Inc • January 16th, 2004 • Fire, marine & casualty insurance • New York
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
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”).
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:
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):
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”).
Addendum I 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...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:
to Quota Share Agreement (Effective January 1, 2002) Among COAST NATIONAL INSURANCE COMPANY (“Coast National”) SECURITY NATIONAL INSURANCE COMPANY (“Security National”) BRISTOL WEST INSURANCE COMPANY (“Bristol”) BRISTOL WEST CASUALTY INSURANCE COMPANY...Quota Share Agreement • January 16th, 2004 • Bristol West Holdings Inc • Fire, marine & casualty insurance
It is understood and agreed by the parties hereto that effective November 1, 2003, Article 8 Section B. is amended to read 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 January 1, 2002 between BRW Acquisition, Inc., a Delaware corporation (the “Company”) and Fisher Capital Corp. LLC (“Fisher Capital”).
Addendum II 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...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 September 1, 2003 the second paragraph in Article XIV is amended to read as follows:
