WITNESSETH:Voting Agreement • December 15th, 2003 • Liberte Investors Inc • Blank checks • Delaware
EXECUTION DRAFT ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 18th, 2006 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Illinois
EXHIBIT 10.14 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this "AGREEMENT") is entered into as of _______ __, ____, by and between Donald J. Edwards ("EDWARDS") and First Acceptance Corporation (f/k/a Liberte Investors Inc.), a Delaware...Separation Agreement • December 15th, 2003 • Liberte Investors Inc • Blank checks • Illinois
EXHIBIT 10.2 NONQUALIFIED STOCK OPTION AGREEMENT FIRST ACCEPTANCE CORPORATION 2002 LONG TERM INCENTIVE PLAN 1. Grant of Option. Pursuant to the First Acceptance Corporation 2002 Long Term Incentive Plan (the "PLAN") for employees, consultants and...Nonqualified Stock Option Agreement • November 3rd, 2004 • First Acceptance Corp /De/ • Fire, marine & casualty insurance
RECITALSEmployment Agreement • July 11th, 2002 • Liberte Investors Inc • Blank checks • Texas
RECITALS:Registration Rights Agreement • July 11th, 2002 • Liberte Investors Inc • Blank checks • Delaware
EXHIBIT 10.16 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made as of _____________ __, 2004 by and between First Acceptance Corporation (f/k/a Liberte Investors Inc.), a Delaware corporation (the "COMPANY"), and Thomas M....Employment Agreement • December 15th, 2003 • Liberte Investors Inc • Blank checks • Tennessee
EXHIBIT 10.1 RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is made and entered into as of the ____ day of ____, _____ (the "Date of Grant"), between First Acceptance Corporation, a Delaware corporation (the...Restricted Stock Award Agreement • November 3rd, 2004 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • December 15th, 2003 • Liberte Investors Inc • Blank checks • Delaware
EXHIBIT 10.3 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT ("AGREEMENT") is dated July 9, 2002, and is entered into by and between LIBERTE INVESTORS INC., a Delaware corporation (the "COMPANY"), and DONALD J. EDWARDS, a resident of the State...Stock Purchase Agreement • December 26th, 2002 • Liberte Investors Inc • Blank checks • Delaware
JUNIOR SUBORDINATED INDENTURE between FIRST ACCEPTANCE CORPORATION and WILMINGTON TRUST COMPANY, as Trustee Dated as of June 15, 2007Junior Subordinated Indenture • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • New York
JUNIOR SUBORDINATED INDENTURE, dated as of June 15, 2007, between FIRST ACCEPTANCE CORPORATION, a Delaware corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT among FIRST ACCEPTANCE CORPORATION as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees...Trust Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 15, 2007, among First Acceptance Corporation, a Delaware corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Stephen Joe Harrison, an individual, Edward L. Pierce, an individual, and Michael John Bodayle, an individual, each of whose address is c/o First Acceptance Corporation, 3322 West End Avenue Suite 1000, Nashville, Tennessee 37203, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
RECITALS:Severance Compensation Agreement • September 28th, 2004 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Tennessee
EXHIBIT 10.19 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of ______ __, 2004 by and among Liberte Investors Inc., a Delaware corporation ("LBI"), and the individuals listed on Exhibit...Registration Rights Agreement • December 15th, 2003 • Liberte Investors Inc • Blank checks • Delaware
GUARANTEE AGREEMENT between FIRST ACCEPTANCE CORPORATION, As Guarantor, And WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of June 15, 2007 FIRST ACCEPTANCE STATUTORY TRUST IGuarantee Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • New York
GUARANTEE AGREEMENT, dated as of June 15, 2007, executed and delivered by FIRST ACCEPTANCE CORPORATION, a Delaware corporation (the “Guarantor”) having its principal office at 3322 West End Avenue Suite 1000, Nashville, Tennessee 37203, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of First Acceptance Statutory Trust I, a Delaware statutory trust (the “Issuer”).
EXHIBIT 10.17 NONQUALIFIED STOCK OPTION AGREEMENT FIRST ACCEPTANCE CORPORATION 2002 LONG TERM INCENTIVE PLAN 1. GRANT OF OPTION. Pursuant to the First Acceptance Corporation 2002 Long Term Incentive Plan (the "PLAN") for employees, consultants and...Nonqualified Stock Option Agreement • December 15th, 2003 • Liberte Investors Inc • Blank checks
RECITALS:Indemnification Agreement • July 11th, 2002 • Liberte Investors Inc • Blank checks • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2009 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Tennessee
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of February 8, 2008, to be effective as of January 1, 2008, is by and between First Acceptance Corporation, a Delaware corporation (the “Company”), and Keith Bornemann (“Executive”).
NONQUALIFIED STOCK OPTION AGREEMENT FIRST ACCEPTANCE CORPORATION 2002 LONG TERM INCENTIVE PLANNonqualified Stock Option Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance
EXHIBIT 10.12 BACKSTOP AGREEMENT THIS BACKSTOP AGREEMENT (the "AGREEMENT") is made as of December 15, 2003 by and between Liberte Investors Inc., a Delaware corporation (the "COMPANY") and Hunter's Glen/Ford, Ltd., a Texas limited partnership...Backstop Agreement • December 15th, 2003 • Liberte Investors Inc • Blank checks • Delaware
OPTION CANCELLATION AND RESTRICTED STOCK AWARD AGREEMENTOption Cancellation and Restricted Stock Award Agreement • November 23rd, 2009 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
THIS OPTION CANCELLATION AND RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2009 (the “Date of Grant”), between First Acceptance Corporation, a Delaware corporation (the “Company”), and Edward L. Pierce (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan (the “Plan”).
AMONG FIRST ACCEPTANCE CORPORATION AS BORROWERRevolving Credit and Term Loan Agreement • January 18th, 2006 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED TRUST AGREEMENT among FIRST ACCEPTANCE CORPORATION as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees...Trust Agreement • June 18th, 2007 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 15, 2007, among First Acceptance Corporation, a Delaware corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Stephen Joe Harrison, an individual, Edward L. Pierce, an individual, and Michael John Bodayle, an individual, each of whose address is c/o First Acceptance Corporation, 3322 West End Avenue Suite 1000, Nashville, Tennessee 37203, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
EXHIBIT 10 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of March 31, 2005, by and among First Acceptance Corporation, a Delaware corporation ("FAC"), and Stephen J. Harrison and Thomas M. Harrison, Jr. (collectively, the...Escrow Agreement • April 6th, 2005 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Tennessee
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , (the “Date of Grant”), between First Acceptance Corporation, a Delaware corporation (the “Company”), and , (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the First Acceptance Corporation 2002 Long Term Incentive Plan, as amended (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2004 • Liberte Investors Inc • Fire, marine & casualty insurance • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 30, 2004 by and between First Acceptance Corporation (f/k/a Liberté Investors Inc.), a Delaware corporation (the “Company”), and Stephen J. Harrison (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
This INDEMNIFICATION AGREEMENT (the “AGREEMENT”) is made and entered into as of the day of , , by and between First Acceptance Corporation, a Delaware corporation (including any successors thereto, the “COMPANY”), and (“INDEMNITEE”).
JUNIOR SUBORDINATED INDENTURE between FIRST ACCEPTANCE CORPORATION and WILMINGTON TRUST COMPANY, as Trustee Dated as of June 15, 2007Junior Subordinated Indenture • June 18th, 2007 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • New York
Junior Subordinated Indenture, dated as of June 15, 2007, between First Acceptance Corporation, a Delaware corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 6th, 2008 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ______, ______ (the “Date of Grant”), between First Acceptance Corporation, a Delaware corporation (the “Company”), and _________ (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the First Acceptance Corporation 2002 Long Term Incentive Plan, as amended (the “Plan”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 12th, 2017 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the ___ day of __________________, between First Acceptance Corporation, a Delaware corporation (the “Company”), and _________________ (the “Participant”).
FIRST ACCEPTANCE CORPORATION AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2006 • First Acceptance Corp /De/ • Fire, marine & casualty insurance
This AMENDMENT to EMPLOYMENT AGREEMENT is made by and between Thomas M. Harrison, Jr. (the “Executive”) and First Acceptance Corporation, a Delaware corporation (the “Company”) effective as of September 13, 2006 (the “Amendment Effective Date”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • May 3rd, 2004 • Liberte Investors Inc • Fire, marine & casualty insurance • Illinois
THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into as of April 30, 2004, by and between Edwards Capital, LLC, an Illinois limited liability company (“Advisor”), and First Acceptance Corporation (f/k/a Liberté Investors Inc.), a Delaware corporation (the “Company”). The Company and Advisor are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
WAIVER AND FOURTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • September 18th, 2007 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • New York
THIS WAIVER AND FOURTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Waiver and Amendment”) is dated the 13th day of September, 2007 by and among FIRST ACCEPTANCE CORPORATION (the “Borrower”), SUNTRUST BANK as Administrative Agent and as a Lender and FIRST BANK as a Lender.
GUARANTEE AGREEMENT between FIRST ACCEPTANCE CORPORATION, As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of June 15, 2007 FIRST ACCEPTANCE STATUTORY TRUST IGuarantee Agreement • June 18th, 2007 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • New York
Guarantee Agreement, dated as of June 15, 2007, executed and delivered by FIRST ACCEPTANCE CORPORATION, a Delaware corporation (the “Guarantor”) having its principal office at 3322 West End Avenue Suite 1000, Nashville, Tennessee 37203, and Wilmington Trust Company, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of First Acceptance Statutory Trust I, a Delaware statutory trust (the “Issuer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2004 • Liberte Investors Inc • Fire, marine & casualty insurance • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2004 by and among Liberté Investors Inc., a Delaware corporation (“LBI”), and the individuals listed on Exhibit A attached hereto (each a “USAuto Holder” and collectively, the “USAuto Holders”).
