Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 9th, 2003 • National Financial Partners Corp • New York
BETWEENLease Agreement • August 29th, 2003 • National Financial Partners Corp • Insurance agents, brokers & service • Texas
Exhibit 10.3 EMPLOYMENT AGREEMENT AGREEMENT by and between NFP Insurance Services, Inc., a Texas corporation (the "Company"), National Financial Partners Corp. f/k/a National Financial Services Company, a Delaware corporation ("NFP"), and R. Bruce...Employment Agreement • August 8th, 2003 • National Financial Partners Corp • Insurance agents, brokers & service • New York
betweenLease Agreement • May 9th, 2003 • National Financial Partners Corp • New York
CREDIT AGREEMENT among NATIONAL FINANCIAL PARTNERS CORP., as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., Successor by Merger to Fleet National Bank, as...Credit Agreement • June 16th, 2005 • National Financial Partners Corp • Insurance agents, brokers & service • New York
CREDIT AGREEMENT (this “Agreement”), dated as of June 15, 2005, among NATIONAL FINANCIAL PARTNERS CORP., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, as Syndication Agent (“Bank of America” and, in such capacity, the “Syndication Agent”) and JPMORGAN CHASE BANK, N.A., as administrative agent (“JPMorgan Chase Bank” and, in such capacity, the “Administrative Agent”).
CREDIT AGREEMENT among NATIONAL FINANCIAL PARTNERS CORP., as Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent WELLS FARGO BANK, N.A., as Syndication Agent ING CAPITAL LLC RBS CITIZENS,...Credit Agreement • July 15th, 2010 • National Financial Partners Corp • Insurance agents, brokers & service • New York
CREDIT AGREEMENT (this “Agreement”), dated as of July 8, 2010, among NATIONAL FINANCIAL PARTNERS CORP., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (“Bank of America” and, in such capacity, the “Administrative Agent”), WELLS FARGO BANK, N.A., as Syndication Agent, and ING CAPITAL LLC, RBS CITIZENS, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.
CREDIT AGREEMENT among NATIONAL FINANCIAL PARTNERS CORP., as Borrower, the Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent WELLS FARGO BANK, N.A. and RBS CITIZENS, N.A. as Co- Syndication Agents ING...Credit Agreement • February 11th, 2013 • National Financial Partners Corp • Insurance agents, brokers & service • New York
CREDIT AGREEMENT (this “Agreement”), dated as of February 8, 2013, among NATIONAL FINANCIAL PARTNERS CORP., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (“Bank of America” and, in such capacity, the “Administrative Agent”), WELLS FARGO BANK, N.A. and RBS CITIZENS, N.A., as Co-Syndication Agents, and ING CAPITAL LLC, U.S. BANK NATIONAL ASSOCIATION, FIFTH THIRD BANK and CAPITAL ONE, NATIONAL ASSOCIATION, as Co-Documentation Agents.
OFFICE LEASEOffice Lease • September 15th, 2003 • National Financial Partners Corp • Insurance agents, brokers & service • Texas
AGREEMENT OF LEASE between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES and ELAS SECURITIES ACQUISITION CORP., Landlord and NATIONAL FINANCIAL PARTNERS CORP., Tenant 787 Seventh Avenue New York, New York 10019 Shearman & Sterling LLP 599...Lease Agreement • March 16th, 2005 • National Financial Partners Corp • Insurance agents, brokers & service • New York
AGREEMENT AND PLAN OF MERGER dated as of April 14, 2013 among PATRIOT PARENT CORP., PATRIOT MERGER CORP. and NATIONAL FINANCIAL PARTNERS CORP.Merger Agreement • April 15th, 2013 • National Financial Partners Corp • Insurance agents, brokers & service • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of April 14, 2013 (this “Agreement”) among Patriot Parent Corp., a Delaware corporation (the “Parent”), Patriot Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Parent (“Merger Sub”), and National Financial Partners Corp., a Delaware corporation (the “Company”) (each of the Parent and Merger Sub, on the one hand, and the Company, on the other hand, a “Party”, and collectively, the “Parties”).
CREDIT AGREEMENT Among NATIONAL FINANCIAL PARTNERS CORP., as Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent WACHOVIA BANK, N.A. and UBS...Credit Agreement • August 22nd, 2006 • National Financial Partners Corp • Insurance agents, brokers & service • New York
SUBLEASE between NATIONAL FINANCIAL PARTNERS CORP., Sublessor and KEEFE, BRUYETTE & WOODS, INC., Subtenant SUBLEASED PREMISES:Sublease • September 5th, 2007 • National Financial Partners Corp • Insurance agents, brokers & service • New York
THIS SUBLEASE, dated as of this 31st day of August, 2007, between NATIONAL FINANCIAL PARTNERS CORP., a Delaware corporation (“Sublessor”), having an office at 787 Seventh Avenue, New York, New York 10019, and KEEFE, BRUYETTE & WOODS, INC., a New York corporation (“Subtenant”), having an office at 787 Seventh Avenue, New York, New York 10019.
Underwriting AgreementUnderwriting Agreement • August 15th, 2005 • National Financial Partners Corp • Insurance agents, brokers & service • New York
RECITALSStockholders Agreement • March 12th, 2004 • National Financial Partners Corp • Insurance agents, brokers & service • Delaware
NATIONAL FINANCIAL PARTNERS CORP. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 16th, 2005 • National Financial Partners Corp • Insurance agents, brokers & service • Delaware
This RESTRICTED STOCK UNIT AGREEMENT, made as of the date set forth on the Notice of Grant of Restricted Stock Units, by and between National Financial Partners Corp., a Delaware corporation (the “Company”), pursuant to the National Financial Partners Corp. National Financial Partners 2002 Stock Incentive Plan (the “Plan”) and the individual named on the Notice of Grant of Restricted Stock Units (the “Participant”). Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 9th, 2010 • National Financial Partners Corp • Insurance agents, brokers & service • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 9, 2010 by and among NATIONAL FINANCIAL PARTNERS CORP. (the “Borrower”); the financial institutions signing below and BANK OF AMERICA, N.A., as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
NATIONAL FINANCIAL PARTNERS CORP. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 18th, 2005 • National Financial Partners Corp • Insurance agents, brokers & service • Delaware
This RESTRICTED STOCK UNIT AGREEMENT, made as of the date set forth on the Notice of Grant of Restricted Stock Units, by and between National Financial Partners Corp., a Delaware corporation (the “Company”), pursuant to the National Financial Partners Corp. National Financial Partners 2002 Stock Incentive Plan (the “Plan”) and the individual named on the Notice of Grant of Restricted Stock Units (the “Participant”). Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 11th, 2009 • National Financial Partners Corp • Insurance agents, brokers & service • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of May 6, 2009 by and among NATIONAL FINANCIAL PARTNERS CORP. (the “Borrower”); the financial institutions signing below and BANK OF AMERICA, N.A., as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
October 31, 2008 Revised February 13, 2009 Mr. Mark Biderman Re: Separation Agreement and General Release Dear Mark:Separation Agreement and General Release • May 11th, 2009 • National Financial Partners Corp • Insurance agents, brokers & service • New York
This will confirm the agreement (the “Agreement”) that has been reached with you in connection with your separation of employment from National Financial Partners Corp. (the “Company”).
Date: April 15, 2013 To: NFP Employees and Owned Principals From: Jessica Bibliowicz and Doug Hammond Re: NFP to be Acquired by Madison Dearborn Partners for $25.35 per Share in CashAcquisition Agreement • April 15th, 2013 • National Financial Partners Corp • Insurance agents, brokers & service
This transaction with Madison Dearborn speaks to the success of the great company we have built together. It should provide significant opportunities for our company as a whole, including our employees and clients. We are thrilled to partner with this world-class investor that has the resources and commitment to support management on the execution of our strategic plan and continued growth.
May 3, 2007 Jessica Bibliowicz Mark Biderman Robert Carter Douglas Hammond Elliot Holtz Jeffrey Montgomery Robert Zuccaro Stephanie Abramson Arthur Ainsberg John Elliott Shari Loessberg Kenneth Mlekush Re: Termination of Senior Management and Director...Termination of Lock-Up Agreements • May 4th, 2007 • National Financial Partners Corp • Insurance agents, brokers & service
Reference is made to the Senior Management and Director Lock-Up Agreements (each, a “Lock-up Agreement”), by and between each of you (the “Executives and Directors”) and National Financial Partners Corp. (“NFP,” and together with the Executives and Directors, the “Parties”).
December 10, 2009 Jessica Bibliowicz c/o National Financial Partners Corp.Employment Agreement • February 12th, 2010 • National Financial Partners Corp • Insurance agents, brokers & service
NATIONAL FINANCIAL PARTNERS CORP.Termination Agreement • August 4th, 2010 • National Financial Partners Corp • Insurance agents, brokers & service • New York
RECITALSLock-Up Agreement • March 12th, 2004 • National Financial Partners Corp • Insurance agents, brokers & service • Delaware
AMENDMENT TO CONFIRMATIONAmendment to Confirmation • May 4th, 2007 • National Financial Partners Corp • Insurance agents, brokers & service • New York
THIS AMENDMENT (this “Amendment”) is made as of this 18th day of January 2007, between Goldman Sachs Financial Markets, L.P. (“Dealer”) and National Financial Partners Corp. (“Issuer”).
Independent Contractor Personal Services AgreementIndependent Contractor Agreement • May 8th, 2008 • National Financial Partners Corp • Insurance agents, brokers & service • New York
This Independent Contractor Personal Services Agreement (“Agreement”), dated as of February 22, 2008, is by and between National Financial Partners Corp. (“NFP” or the “Company”) and Robert R. Carter (“Mr. Carter”).
Page ARTICLE 1. Premises; Term; Use 1 1.01. Demise 1 1.02. Term 1 1.03. Inability to Deliver 2 1.04. Use 3 1.05. Additional Uses. 4 1.06. Fitness Center 5 ARTICLE 2. Rent 5 2.01. Rent and Additional Charges 5 2.02. Fixed Rent 5 2.03. Tax Payments 6...Lease • September 5th, 2007 • National Financial Partners Corp • Insurance agents, brokers & service • New York
LEASE, dated as of September 4, 2007, between BROADWAY 340 MADISON OPERATOR LLC (“Landlord”), a Delaware limited liability company whose address is c/o Broadway Partners, 375 Park Avenue, Suite 2107, New York, New York 10152, and NATIONAL FINANCIAL PARTNERS CORP. (“Tenant”), a Delaware corporation, whose address is 787 Seventh Avenue, New York, New York 10019 prior to the date that Tenant first occupies the Premises for the conduct of business, and thereafter Tenant’s address shall be that of the Building.
FIRST AMENDMENT OF LEASELease • December 13th, 2007 • National Financial Partners Corp • Insurance agents, brokers & service • New York
This FIRST AMENDMENT OF LEASE (this “First Amendment”) is dated as of December 11, 2007, by and between BROADWAY 340 MADISON OPERATOR LLC (“Landlord”), a Delaware limited liability company whose address is c/o Broadway Partners, 375 Park Avenue, Suite 2107, New York, New York 10152, and NATIONAL FINANCIAL PARTNERS CORP. (“Tenant”), a Delaware corporation, whose address is 787 Seventh Avenue, New York, New York 10019 prior to the date that Tenant first occupies the Premises for the conduct of business, and thereafter Tenant’s address shall be that of the Building.
AGREEMENT AND PLAN OF MERGER BY AND AMONG NATIONAL FINANCIAL PARTNERS CORP., BLUE SKY ACQUISITION CORP., HIGHLAND CAPITAL HOLDING CORPORATION, THE OTHER PARTIES NAMED HEREIN and for the purposes of Sections 1.10, 6.1(c), 6.1(e), 6.2(i), Article IX and...Merger Agreement • March 10th, 2005 • National Financial Partners Corp • Insurance agents, brokers & service • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 9, 2005, by and among NATIONAL FINANCIAL PARTNERS CORP. (formerly known as National Financial Services Company, Inc.), a Delaware corporation (“NFP”), Blue Sky Acquisition Corp., a Delaware corporation and wholly owned subsidiary of NFP (“Subcorp”), HIGHLAND CAPITAL HOLDING CORPORATION, a Delaware corporation (the “Company”), each of the holders of the Company Stock (as defined herein) listed on Exhibit A attached hereto (individually, a “Specified Stockholder” and collectively, the “Specified Stockholders”), and for the purposes of Sections 1.10,6.1(c), 6.1(e), 6.2(c), 6.2(i), Article IX and Article X hereof only, W. Todd Carlisle, Keith D. Duke and John T. Mulheran in their capacity as the Stockholders Representatives (collectively, the “Representatives”). This Agreement shall not become effective unless and until such time as NFP shall have received confirmation, satisfactory to it, that each of the Specified Stockho
National Financial Partners Corp. $200,000,000 0.75%Convertible Senior Notes due 2012Underwriting Agreement • January 22nd, 2007 • National Financial Partners Corp • Insurance agents, brokers & service • New York
Issuer Free Writing Prospectus filed with the Commission on January 16, 2007; and Electronic Roadshow Presentation as filed on netroadshow.com
EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2005 • National Financial Partners Corp • Insurance agents, brokers & service • New York
AGREEMENT by and between National Financial Partners Corp., a Delaware corporation (“NFP”), and Jessica M. Bibliowicz (the “Executive”), dated as of the 5th day of April, 1999 and amended and restated as of the 15th day of February, 2005.
Exhibit 10.10 SENIOR MANAGEMENT AND NFP DIRECTOR LOCKUP AGREEMENT LETTER AGREEMENT National Financial Partners Corp. 787 Seventh Avenue, 49/th/ Floor New York, NY 10019 Ladies and Gentlemen: I, (Name) (the "Covered Person"), understand that National...Senior Management and NFP Director Lockup Agreement • August 22nd, 2003 • National Financial Partners Corp • Insurance agents, brokers & service • New York
RECITALSStockholders Agreement • August 22nd, 2003 • National Financial Partners Corp • Insurance agents, brokers & service • Delaware
REPURCHASE AGREEMENTRepurchase Agreement • January 19th, 2007 • National Financial Partners Corp • Insurance agents, brokers & service • New York
This repurchase agreement (this “Agreement”) is entered into this 15th day of January 2007, by and among National Financial Partners Corp. (the “Company” or “NFP”) and Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. (collectively, “Apollo”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2012 • National Financial Partners Corp • Insurance agents, brokers & service • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 30, 2012 by and among NATIONAL FINANCIAL PARTNERS CORP. (the “Borrower”); the financial institutions signing below and BANK OF AMERICA, N.A., as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
