REGISTRATION RIGHTS AGREEMENT among RXTA, INC. and THE INVESTORS PARTY HERETORegistration Rights Agreement • May 10th, 2005 • Republic Companies Group, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT is dated as of May 9, 2003 (this “Agreement”), by and among RXTA, INC., a Delaware corporation (the “Company”), and the investors that are or may become party hereto (collectively, the “Investors”).
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”).
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’).
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”).
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” ).
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”).
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”).
