EXHIBIT 1 AAG HOLDING COMPANY, INC. 6 7/8% SENIOR NOTES DUE 2008 UNDERWRITING AGREEMENTAmerican Annuity Group Inc • May 29th, 1998 • Insurance carriers, nec • New York
AAG HOLDING COMPANY, INC., ISSUER AMERICAN ANNUITY GROUP, INC., GUARANTOR AND STAR BANK, N.A., TRUSTEE INDENTURE DATED AS OF , 1997American Annuity Group Inc • November 26th, 1997 • Insurance carriers, nec • Ohio
TABLE OF CONTENTS PAGE 1. Restatement; Definitions . . . . . . . . . . . . . . . . . . . . . . 1 1.1. Amendment and Restatement . . . . . . . . . . . . . . . . 1 1.2. Definitions; Certain Rules of Construction . . . . . . . 1 2. The Credit . . . . . ....Credit Agreement • March 19th, 1996 • American Annuity Group Inc • Insurance carriers, nec
CREDIT AGREEMENT Dated as of March 29, 2006 among AMERICAN FINANCIAL GROUP, INC., as a Borrower, AAG HOLDING COMPANY, INC., as a Borrower BANK OF AMERICA, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION and NATIONAL CITY BANK, As...Credit Agreement • March 31st, 2006 • Great American Financial Resources Inc • Insurance carriers, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 29, 2006 among AMERICAN FINANCIAL GROUP, INC., an Ohio corporation (“AFG”), AAG HOLDING COMPANY, INC., an Ohio corporation (“AAG”) (each of AFG and AAG are sometimes hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), KEYBANK NATIONAL ASSOCIATION and NATIONAL CITY BANK, as Co-Syndication Agents, US BANK, N.A., as Documentation Agent and BANK OF AMERICA, N.A., as Administrative Agent.
AAG HOLDING COMPANY, INC. (an Ohio corporation) GREAT AMERICAN FINANCIAL RESOURCES, INC. (a Delaware corporation) Senior Debentures PURCHASE AGREEMENTPurchase Agreement • January 21st, 2004 • Great American Financial Resources Inc • Insurance carriers, nec • New York
AAG Holding Company, Inc., an Ohio corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $75,000,000 aggregate principal amount of the Company’s 7.25% Senior Debentures due 2034 (the “Debentures”), and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the $11,250,000 principal amount of Debentures
AGREEMENT AND PLAN OF MERGER by and among GREAT AMERICAN FINANCIAL RESOURCES, INC., PROJECT GARDEN ACQUISITION INC. and CERES GROUP, INC. Dated as of May 1, 2006Agreement and Plan of Merger • May 5th, 2006 • Great American Financial Resources Inc • Insurance carriers, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2006 (this “Agreement”), by and among Great American Financial Resources, Inc., a Delaware corporation (“Parent”), Project Garden Acquisition Inc., a Delaware corporation (“Acquisition Sub”), and Ceres Group, Inc., a Delaware corporation (the “Company”) (Acquisition Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”).
TAX ALLOCATION AGREEMENTTax Allocation Agreement • March 7th, 2006 • Great American Financial Resources Inc • Insurance carriers, nec • Ohio
THIS TAX ALLOCATION AGREEMENT (the "Agreement"), dated as of the 31st day of December, 2005, by and between American Financial Group, Inc., an Ohio corporation (hereinafter referred to as "AFG"), and its subsidiaries as set forth in Exhibit "A" (hereinafter, as further defined in Article I, referred to as "Subsidiaries"), is intended to replace the existing Tax Allocation Agreement between AFG and its Subsidiaries.
AAG HOLDING COMPANY, INC., ISSUER AMERICAN ANNUITY GROUP, INC., GUARANTOR AND STAR BANK, N.A., TRUSTEE INDENTURE DATED AS OF , 1997American Annuity Group Inc • November 26th, 1997 • Insurance carriers, nec • Ohio
