EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Illinois
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 11th day of November 2004, by and between Gary J. Ferguson (the “Executive”) and Specialty Underwriters’ Alliance, Inc. (“Holding Co.”).
WARRANTSpecialty Underwriters Alliance, Inc. • October 25th, 2004 • Fire, marine & casualty insurance
THIS IS TO CERTIFY THAT GARY FERGUSON is entitled, at any time and from time to time from (and including) the Start Date (as defined in § 2.A. below) until 5:00 P.M., New York City time, on the closing date for the first Qualified Equity Offering (as defined below) to occur after the date hereof (or the first Equity Offering of a series of Equity Offerings that together comprise a Qualified Equity Offering, as approved by the Senior Lender), to purchase from Specialty Underwriters’ Alliance, Inc., a Delaware corporation, and any successor thereto, such number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $93,000.00, assuming no underwriting commissions, placement agent fees or similar fees are payable in connection with such purchase, in whole or in part, for the Purchase Price per share (as defined below), all on the terms and conditions and pursuant to the provisions hereinafter provided.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2007 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
This Securities Purchase Agreement (this “Agreement”) is made as of October 1, 2007, by and among the purchaser listed on Schedule A attached hereto (the “Purchaser”) and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Company”).
SUA INSURANCE COMPANY PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • November 2nd, 2007 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Illinois
This Partner Agent Program Agreement (“Agreement”) is entered into as of the 1st day of October, 2007 (the “Effective Date”) by and between SUA Insurance Company and its property and casualty insurance subsidiaries and affiliates (collectively the “Company”) and First Light Program Managers, Inc. (the “Partner Agent”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 8th, 2008 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Illinois
THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) made as of April 7, 2008 between Specialty Underwriters’ Alliance, Inc., a Delaware corporation, and its subsidiaries and affiliates (the “Company”), and Barry G. Cordeiro (the “Employee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November ___, 2004 by and between SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation (the “Company”) and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (the “Investor”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2008 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
This Securities Purchase Agreement (this “Agreement”) is made as of June 10, 2005, by and among the purchaser listed on Schedule A attached hereto (the “Purchaser”) and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED SUBORDINATED NOTESpecialty Underwriters Alliance, Inc. • September 17th, 2004 • Fire, marine & casualty insurance • Virginia
FOR VALUE RECEIVED, the undersigned, SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation, with a principal place of business located at 8585 Stemmons Fwy., Suite 200, South Tower, Dallas, Texas 75247 (the “Borrower”), promises to pay to the order of WILLIAM LODER, an individual residing at 4202 Spyglass Ln., Irving, Texas 75038 (the “Subordinated Lender”) on or before the Maturity Date, in lawful money of the United States of America, the principal sums set forth on the Schedule of Advances attached hereto, which are not to exceed at any one time FORTY-FIVE THOUSAND AND 00/100 DOLLARS ($45,000.00), plus interest at the times and in the amounts and manner as provided in the Amended and Restated Subordinated Loan and Security Agreement (as it may be supplemented and amended from time to time, the “Agreement”), amended and restated as of July 23, 2004, among the Borrower, Courtney Smith, Peter Jokiel, William Loder and Gary Ferguson as Subordinated Lenders, and Friedman, Billin
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 6th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March 3, 2009 between Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2008 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated April 7, 2008, is made between Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Company”), and Courtney C. Smith (the “Executive”).
SPECIALTY UNDERWRITERS’ ALLIANCE, INC. 12,700,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
FRIEDMAN, BILLINGS, RAMSEY & CO., INC. WILLIAM BLAIR & COMPANY, L.L.C. COCHRAN, CARONIA & CO. as Representatives of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209
FIRST AMENDMENT TO THE AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 6th, 2006 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of the 21st day of September, 2006 (“Effective Date”) by and between Risk Transfer Holdings, Inc. (“RTH”) and Specialty Underwriters’ Alliance, Inc., and amends the AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (“Agreement”) entered into by the parties on June 10, 2005. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • March 6th, 2006 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Illinois
This Partner Agent Program Agreement (“Agreement”) is entered into as of the 24th day of January, 2006 (the “Effective Date”) by and between Specialty Underwriters’ Alliance, Inc. and its property and casualty insurance subsidiaries and affiliates (collectively the “Company”) and American Patriot Insurance Agency, Inc. (the “Partner Agent”).
ContractStock Purchase Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
THIS STOCK PURCHASE AGREEMENT (together with the Exhibit and the Schedules attached hereto and incorporated herein by reference, being hereinafter referred to as this “Agreement”) is made and entered into as of the 22nd day of March, 2004, by and between OneBeacon Insurance Company, a stock insurance company duly organized and existing under the laws of the Commonwealth of Pennsylvania (hereinafter referred to as the “Seller” unless otherwise stated expressly) and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Purchaser”).
FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • March 6th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of the 13th day of September, 2005 (“Effective Date”) by and between Specialty Risk Solutions, LLC (“SRS”) and Specialty Underwriters’ Alliance, Inc., and amends the SECURITIES PURCHASE AGREEMENT (“Agreement”) entered into by the parties on May 11, 2005. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement.
AMENDED AND RESTATED SENIOR LOAN AND SECURITY AGREEMENT among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. and STANDARD AMERICAN INSURANCE LIMITED, as Senior Lenders, and SPECIALTY UNDERWRITERS’ ALLIANCE, INC., as the Borrower Amended and Restated as of...Senior Loan and Security Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Virginia
This AMENDED AND RESTATED SENIOR LOAN AND SECURITY AGREEMENT (the “Agreement”) is dated as of July 23, 2004, among (1) (a) Friedman, Billings, Ramsey Group, Inc., a Virginia corporation, as a senior lender (“FBR”) and (b) Standard American Insurance Limited, a Bermuda company, as a senior lender (“SAIL,” and, together with FBR, the “Senior Lenders”); and (2) Specialty Underwriters’ Alliance, Inc., a Delaware corporation, as the borrower (the “Borrower”); and (3) acknowledged and agreed to by each of Courtney Smith, Peter Jokiel, William Loder and Gary Ferguson, each an individual, as the subordinated lenders (each, a “Subordinated Lender);
FIRST AMENDMENT TO THE AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 6th, 2006 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of the 16th day of July, 2006 (“Effective Date”) by and between AEON Insurance Group, Inc. (“AEON”) and Specialty Underwriters’ Alliance, Inc., and amends the AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT(“Agreement”) entered into by the parties on September 28, 2005. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
AMENDMENT NO. 3 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTProgram Agreement • November 6th, 2006 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of the 12th day of September, 2006 and is effective as of September 1, 2006 (“Effective Date”), by and between American Patriot Insurance Agency, Inc. (“Partner Agent”) and Specialty Underwriters’ Alliance, Inc. and its property and casualty insurance subsidiaries and affiliates (collective, the “Company”), and amends the PARTNER AGENT PROGRAM AGREEMENT (“Agreement”), entered into by the parties on January 24, 2006, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall b
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [___], 2004 (the “Closing Date”), by and between SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation (the “Company”) and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (the “Investor”).
FIRST AMENDMENT TO THE SOFTWARE LICENSE MAINTENANCE AND SUPPORTAGREEMENT BY AND BETWEEN ISO STRATEGIC SOLUTIONS, INC. AND SPECIALTY UNDERWRITERS’ ALLIANCE, INC.The Software License Maintenance And • November 10th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of the 13th day of October, 2004 (“Effective Date”) by and between ISO Strategic Solutions, Inc. (“Vendor”) and Specialty Underwriters’ Alliance, Inc. and amends that certain SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT (“Agreement”) entered into by the parties on May 20, 2004. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement.
AMENDMENT NO. 1 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • August 4th, 2006 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Delaware
This amendment (“Amendment”) is made and entered into as of the 10th day of June, 2006 (“Effective Date”) by and between AEON Insurance Group, Inc. (“Partner Agent”) and Specialty Underwriters’ Alliance, Inc. and its property and casualty insurance subsidiaries and affiliates (collective, the “Company”), and amends the PARTNER AGENT PROGRAM AGREEMENT (“Agreement”), entered into by the parties on May 18, 2004. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
Securities Purchase Assignment and Assumption AgreementSecurities Purchase Assignment and Assumption Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This Securities Purchase Assignment and Assumption Agreement (the “Agreement”) is made and entered into as of June 10, 2009 by and between Risk Transfer Holdings, Inc. (“RTH”), Risk Transfer Programs, LLC (“RTP”) and Specialty Underwriters’ Alliance, Inc. (the “Company”).
FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR LOAN AND SECURITY AGREEMENTSenior Loan and Security Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Virginia
THIS FIRST AMENDMENT TO SENIOR LOAN AND SECURITY AGREEMENT (“First Amendment”), dated as of November 12, 2004, by and among (1)(a) FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation, as a senior lender (“FBR”), and (b) STANDARD AMERICAN INSURANCE LIMITED, a Bermuda company, as a senior lender (“SAIL,” and together with FBR, the “Senior Lenders”); and (2) SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation, as the borrower (the “Borrower”); and (3) acknowledged and agreed to by each of Courtney Smith, Peter Jokiel, William Loder and Gary Ferguson, each an individual, as the subordinated lenders (each, a “Subordinated Lender”), recites and provides as follows:
AMENDMENT NO. 5 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 27th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 5 TO STOCK PURCHASE AGREEMENT, dated as of November 16, 2004 (this “Amendment”), is made by and between OneBeacon Insurance Company, a stock insurance company duly organized and existing under the laws of the Commonwealth of Pennsylvania (the “Seller”), and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Purchaser”).
AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 20th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT, dated as of October 12, 2004 (this “Amendment”), is made by and between OneBeacon Insurance Company, a stock insurance company duly organized and existing under the laws of the Commonwealth of Pennsylvania (the “Seller”), and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Purchaser”).
AMENDED AND RESTATED SUBORDINATED LOAN AND SECURITY AGREEMENT among COURTNEY SMITH, PETER JOKIEL, WILLIAM LODER, and GARY FERGUSON, as Subordinated Lenders, and SPECIALTY UNDERWRITERS’ ALLIANCE, INC., as the Borrower, and FRIEDMAN, BILLINGS, RAMSEY...Subordinated Loan and Security Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Virginia
This AMENDED AND RESTATED SUBORDINATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is dated as of July 23, 2004, among (1) Courtney Smith, Peter Jokiel, William Loder, and Gary Ferguson, each an individual (each a “Subordinated Lender” and, together, the “Subordinated Lenders”); and (2) Specialty Underwriters’ Alliance, Inc., a Delaware corporation, as the borrower (the “Borrower”); and (3)(a) Friedman, Billings, Ramsey Group, Inc., a Virginia corporation, as a senior lender to the Borrower and (b) Standard American Insurance Limited, a Bermuda company, as a senior lender to the Borrower (“SAIL,” and, together with FBR, the “Senior Lenders,” for the purpose of receiving the rights and benefits created by Section 2.02(d) and Section 2.09 hereof);
AMENDMENT NO. 6 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • March 6th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of October 15, 2008 by and between American Team Managers (“ATM”) and Specialty Underwriters’ Alliance, Inc. and its wholly owned subsidiary SUA Insurance Company (collectively, the “Company”), and amends the Partner Agent Program Agreement (“Agreement”) entered into by the parties on May 1, 2004, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2005 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
This Securities Purchase Agreement (this “Agreement”) is made as of the 11th day of May, 2005, by and among the purchaser listed on Schedule A attached hereto (the “Purchaser”) and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Company”).
Partner Agent Assignment and Assumption AgreementPartner Agent Assignment and Assumption Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This Partner Agent Assignment and Assumption Agreement (the “Agreement”) is made and entered into as of June 10, 2009 by and between Risk Transfer Holdings, Inc., to include all related entities, affiliates and subsidiaries contemplated within the Amended and Restated SUA Insurance Company Partner Agent Program Agreement (collectively, “RTH”), Risk Transfer Programs, LLC (“RTP”) and SUA Insurance Company (the “Company”).
SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENTEscrow Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
This Software License, Maintenance and Support Agreement (“Agreement”), deemed effective May 20, 2004, (“Effective Date”) is by and between ISO Strategic Solutions, Inc. (“ISO”) having a place of business at 6 Trafalgar Square Nashua, New Hampshire 03063, and Specialty Underwriters’ Alliance, Inc. (“SUA”), having its principal place of business at 8585 Stemmons Fwy, Suite 200, South Tower, Dallas, Texas 75247.
AMENDMENT NO. 7 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of April 30, 2009 by and between American Team Managers Insurance Services, Inc. (“Partner Agent”) and Specialty Underwriters’ Alliance, Inc. and its wholly owned subsidiary SUA Insurance Company (collectively, the “Company”), and amends the Partner Agent Program Agreement (“Agreement”) entered into by the parties on May 1, 2004, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
AMENDMENT NO. 3 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • March 1st, 2007 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of December 31, 2006 (“Effective Date”) by and between Appalachian Underwriters, Inc. (“Partner Agent”) and Specialty Underwriters’ Alliance, Inc. and its property and casualty insurance subsidiaries and affiliates (collective, the “Company”), and amends the PARTNER AGENT PROGRAM AGREEMENT (“Agreement”), entered into by the parties on October 11, 2005, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
AMENDMENT NO. 1 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTProgram Agreement • March 7th, 2008 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Delaware
This amendment modifies the Specialty Underwriters’ Alliance, Inc. Partner Agent Program Agreement by and between Company and Partner Agent., dated November 3rd, 2004 as amended (the “Agreement”). Any capitalized terms defined in the Agreement and used herein shall have the same meaning in this Addendum as in the Agreement. Except as amended hereby, the Agreement remains in full force and effect after the date hereof and each of the parties by its execution hereof ratifies and confirms the provisions of said Agreement.
AMENDMENT NO. 2 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTProgram Agreement • August 4th, 2006 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Delaware
This amendment (“Amendment”) is made and entered into as of the 9th day of June, 2006 (“Effective Date”) by and between American Patriot Insurance Agency, Inc. (“Partner Agent”) and Specialty Underwriters’ Alliance, Inc. and its property and casualty insurance subsidiaries and affiliates (collective, the “Company”), and amends the PARTNER AGENT PROGRAM AGREEMENT (“Agreement”), entered into by the parties on January 24, 2006, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
AMENDED AND RESTATED SENIOR SECURED NOTESpecialty Underwriters Alliance, Inc. • September 17th, 2004 • Fire, marine & casualty insurance
FOR VALUE RECEIVED, the undersigned, SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation, with a principal place of business located at 8585 Stemmons Fwy., Suite 200, South Tower, Dallas, Texas 75247 (the “Borrower”), promises to pay to the order of FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation, whose address is Potomac Tower, 1001 Nineteenth Street North, 18th Floor, Arlington, Virginia 22209 (“FBR”) on or before the Maturity Date, in lawful money of the United States of America, the principal sums set forth on the Schedule of Advances attached hereto, which are not to exceed at any one time TWO MILLION AND 00/100 DOLLARS ($2,000,000), plus interest at the times and in the amounts and manner as provided in the Amended and Restated Senior Loan and Security Agreement (as it may be supplemented and amended from time to time, the “Agreement”), amended and restated as of July 23, 2004, between the Borrower, the Holder named above and the other senior lender iden
