Navigators Group Inc Sample Contracts

NBD BANK,
Credit Agreement • March 31st, 1997 • Navigators Group Inc • Fire, marine & casualty insurance • New York
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AND
Indenture • September 23rd, 2005 • Navigators Group Inc • Fire, marine & casualty insurance • New York
AGREEMENT
Employment Agreement • March 30th, 1998 • Navigators Group Inc • Fire, marine & casualty insurance • New York
AMONG
Credit Agreement • April 1st, 1999 • Navigators Group Inc • Fire, marine & casualty insurance • Illinois
AGREEMENT AND PLAN OF MERGER By and Among THE NAVIGATORS GROUP, INC., THE HARTFORD FINANCIAL SERVICES GROUP, INC., and RENATO ACQUISITION CO. Dated as of August 22, 2018
Merger Agreement • August 22nd, 2018 • Navigators Group Inc • Fire, marine & casualty insurance • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 22, 2018, by and among THE NAVIGATORS GROUP, INC., a Delaware corporation (the “Company”), THE HARTFORD FINANCIAL SERVICES GROUP, INC., a Delaware corporation (“Parent”) and RENATO ACQUISITION CO., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).

AND
Subordinated Indenture • September 23rd, 2005 • Navigators Group Inc • Fire, marine & casualty insurance • New York
3,850,000 Shares The Navigators Group, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2003 • Navigators Group Inc • Fire, marine & casualty insurance • New York
The Navigators Group, Inc. Underwriting Agreement October 2, 2013
Underwriting Agreement • October 4th, 2013 • Navigators Group Inc • Fire, marine & casualty insurance • New York

The Navigators Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $265,000,000 principal amount of 5.75% Senior Notes due 2023 of the Company (the “Securities”).

RECITALS
Employment Agreement • April 1st, 1999 • Navigators Group Inc • Fire, marine & casualty insurance • New York
ASSIGNMENT AGREEMENT
Assignment Agreement • April 14th, 2006 • Navigators Group Inc • Fire, marine & casualty insurance • Illinois

This Assignment Agreement (this “Assignment Agreement”) between BARCLAYS BANK PLC (the “Assignor”) and LASALLE BANK NATIONAL ASSOCIATION (the “Assignee”) is dated as of April 7, 2006. The parties hereto agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • August 22nd, 2018 • Navigators Group Inc • Fire, marine & casualty insurance • Connecticut

THIS AGREEMENT is made the 21st day of August, 2018 (the “Effective Date”), by and among THE NAVIGATORS GROUP, INC., a Delaware corporation (“Navigators Group”), NAVIGATORS MANAGEMENT COMPANY, INC., a New York corporation and wholly owned subsidiary of Navigators Group (“Navigators Management” and, unless otherwise specified herein, together with Navigators Group, “Navigators” or the “Company”) and Ciro M. DeFalco (the “Executive”).

SECOND AMENDED AND RESTATED FUNDS AT LLOYD’S LETTER OF CREDIT AGREEMENT AMONG THE NAVIGATORS GROUP, INC., as Borrower, THE LENDERS NAMED HEREIN, and ING BANK N.V., LONDON BRANCH, as Administrative Agent and Letter of Credit Agent DATED AS OF November...
Letter of Credit Agreement • February 18th, 2015 • Navigators Group Inc • Fire, marine & casualty insurance • New York

This Second Amended and Restated Funds at Lloyd’s Letter of Credit Agreement, dated as of November 24, 2014, is among THE NAVIGATORS GROUP, INC., a Delaware corporation, the Lenders and ING BANK, N.V., London Branch, individually and as Administrative Agent, Letter of Credit Agent and Lead Arranger and Sole Bookrunner.

VOTING AGREEMENT
Voting Agreement • August 22nd, 2018 • Navigators Group Inc • Fire, marine & casualty insurance • Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of August 22, 2018, among The Hartford Financial Services Group, Inc., a Delaware corporation (“Parent”), and Stanley A. Galanski (“Stockholder”).

FORM OF PREFERRED SECURITIES GUARANTEE] PREFERRED SECURITIES GUARANTEE AGREEMENT [Navigators Capital Trust I/II] Dated as of ,
Preferred Securities Guarantee Agreement • July 17th, 2009 • Navigators Group Inc • Fire, marine & casualty insurance • New York

This GUARANTEE AGREEMENT (the “Preferred Securities Guarantee”), dated as of , , is executed and delivered by The Navigators Group, Inc., a Delaware corporation (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Preferred Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of [Navigators Capital Trust I/II], a Delaware statutory trust (the “Issuer”).

and CONTRACT OF EMPLOYMENT
Contract of Employment • February 14th, 2014 • Navigators Group Inc • Fire, marine & casualty insurance • England and Wales
VOTING AGREEMENT
Voting Agreement • August 22nd, 2018 • Navigators Group Inc • Fire, marine & casualty insurance • Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of August 22, 2018, among The Hartford Financial Services Group, Inc., a Delaware corporation (“Parent”), and the Persons executing this Agreement as “Stockholders” on the signature page hereto (each a “Stockholder” and collectively, the “Stockholders”).

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT AMONG THE NAVIGATORS GROUP, INC., as Borrower, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A. as Administrative Agent, BARCLAYS BANK PLC, as Joint Lead Arranger and Syndication Agent, and ING BANK N.V,...
Credit Agreement • April 6th, 2010 • Navigators Group Inc • Fire, marine & casualty insurance • London

This Fifth Amended and Restated Credit Agreement, dated as of April 1, 2010, is among THE NAVIGATORS GROUP, INC., a Delaware corporation, the Lenders and JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Barclays Bank PLC, as Joint Lead Arranger and Syndication Agent, and ING Bank N.V., London Branch, as Joint Lead Arranger and Documentation Agent.

THE NAVIGATORS GROUP, INC. AND JPMORGAN CHASE BANK, N.A. TRUSTEE INDENTURE SENIOR DEBT SECURITIES Dated as of April 17, 2006
Indenture • May 8th, 2018 • Navigators Group Inc • Fire, marine & casualty insurance • New York
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DATED 17th January 2002 and SERVICE AGREEMENT (CONSORTIUM UNDERWRITER)
Service Agreement • August 5th, 2010 • Navigators Group Inc • Fire, marine & casualty insurance • London
3,300,000 Shares The Navigators Group, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 17th, 2005 • Navigators Group Inc • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2002 • Navigators Group Inc • Fire, marine & casualty insurance • New York

EMPLOYMENT AGREEMENT (“Agreement”) entered into and effective as of the 1st day of September, 1999, by and between SOMERSET MARINE, INC. (“Employer”), a New York corporation with its principal place of business in New York, New York and Richard Scott Eisdorfer (the “Executive”).

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Schedule 13D (including amendments...
Joint Filing Agreement • March 17th, 2005 • Navigators Group Inc • Fire, marine & casualty insurance

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Schedule 13D (including amendments thereto) with respect to the shares of common stock, par value $.10 per share, of The Navigators Group, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned have executed this Joint Filing Agreement this 16th day of March, 2005.

RETIREMENT AGREEMENT AND RELEASE OF ALL CLAIMS
Retirement Agreement • May 9th, 2019 • Navigators Group Inc • Fire, marine & casualty insurance

This Retirement Agreement and Release of All Claims (“Agreement”) is made by and between Michael J. Casella (“Casella”) and Navigators Management Company, Inc. (“NMC”) and was given to Casella on March 8, 2019. In consideration of the covenants and agreements contained in this document and the consideration described herein, Casella and NMC (collectively, the “Parties”) agree as follows:

RETIREMENT AGREEMENT AND RELEASE OF ALL CLAIMS
Retirement Agreement • November 4th, 2011 • Navigators Group Inc • Fire, marine & casualty insurance

This Retirement Agreement and Release of All Claims (“Agreement”) is made by and between Francis W. McDonnell (“McDonnell”) and Navigators Management Company, Inc. (“NMC”) and was given to McDonnell on October 10, 2011. In consideration of the covenants and agreements contained in this document and the consideration described herein, McDonnell and NMC (collectively, the “Parties”) agree as follows:

ORIGINAL EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2010 • Navigators Group Inc • Fire, marine & casualty insurance • New York

EMPLOYMENT AGREEMENT (“Agreement”) entered into and effective as of this 1st day of March, 1999, by and between SOMERSET MARINE, INC. (“Employer”), a New York corporation with its principal place of business in New York, New York and Michael L. Civisca (the “Executive”).

COMMUTATION AGREEMENT This Commutation Agreement is entered into by the
Commutation Agreement • January 18th, 2005 • Navigators Group Inc • Fire, marine & casualty insurance • New York

WHEREAS, the Reinsured and the Reinsurer entered into certain reinsurance contracts (the “Reinsurance Contracts”) listed on the attached Schedule; and

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 29th, 2002 • Navigators Group Inc • Fire, marine & casualty insurance • Illinois

This Amendment (this “Amendment”) is entered into as of December 31, 2001, by and among The Navigators Group, Inc., a Delaware corporation (the “Borrower”), Bank One, NA (formerly known as The First National Bank of Chicago), individually and as agent (“Agent”), and the other financial institutions signatory hereto.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG THE NAVIGATORS GROUP, INC., as Borrower, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A. as Administrative Agent, LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent, CITIBANK, N.A., and...
Credit Agreement • February 7th, 2007 • Navigators Group Inc • Fire, marine & casualty insurance • Illinois

This Third Amended and Restated Credit Agreement, dated as of February 2, 2007, is among THE NAVIGATORS GROUP, INC., a Delaware corporation, the Lenders, and JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent, CITIBANK, N.A., and COMMERZBANK, NEW YORK AND GRAND CAYMAN BRANCHES, as Documentation Agents, CREDIT SUISSE FIRST BOSTON, as Managing Agent and U.S. BANK NATIONAL ASSOCIATION and BROWN BROTHERS HARRIMAN & CO., as Co-Agents.

THE NAVIGATORS GROUP, INC. STOCK GRANT AWARD CERTIFICATE AND RESTRICTED STOCK AGREEMENT
Stock Grant Award Certificate and Restricted Stock Agreement • December 14th, 2004 • Navigators Group Inc • Fire, marine & casualty insurance

This Certificate, when executed by a duly authorized officer of The Navigators Group, Inc. (the “Company”), evidences the grant to the Participant named herein of a stock grant Award for shares of the Common Stock of the Company in accordance with the 2002 Stock Incentive Plan (the “Plan”).

SHARE PURCHASE Agreement in respect of all shares in BDM NV and ASCO NV between Ackermans & van Haaren NV, SIPEF NV, Mr Jozef Gielen and Kapimar Comm.V as Sellers and The Navigators Group, Inc. as Purchaser Argo Law Posthofbrug 12 2600 Antwerpen Tel.:...
Share Purchase Agreement • December 18th, 2017 • Navigators Group Inc • Fire, marine & casualty insurance

Between: (1) Ackermans & van Haaren NV, a limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, with registered office at Begijnenvest 113, 2000 Antwerpen, Belgium, registered with the Register of Legal Entities under number 0404.616.494

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