EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Illinois
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 9th day of August 2004, by and between Peter E. Jokiel (the “Executive”) and Specialty Underwriters’ Alliance, Inc. (“Holding Co.”).
WARRANTWarrant Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • 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.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is made as of the 16th day of August, 2004, by and among the purchaser listed on Schedule A attached hereto (the “Purchaser”) and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Company”).
SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Illinois
This Partner Agent Program Agreement (“Agreement”) is entered into as of the 1st day of May, 2004 (the “Effective Date”) by and between Specialty Underwriters’ Alliance, Inc. and its property and casualty insurance subsidiaries and affiliates (collectively the “Company”) and American Team Managers (ATM) (the “Partner Agent”).
AMENDED AND RESTATED SUBORDINATED NOTESubordinated Note • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • 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
ContractStock Purchase Agreement • September 17th, 2004 • 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”).
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);
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);
SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENTSoftware License, Maintenance and Support 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.
AMENDED AND RESTATED SENIOR SECURED NOTESenior Secured Note • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • 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
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of May 4, 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 INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Virginia
AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of July 23, 2004 (“Intercreditor Agreement”), among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., as a senior lender under the Senior Loan Agreement referred to below (“FBR”), STANDARD AMERICAN INSURANCE LIMITED, as a senior lender under the Senior Loan Agreement referred to below (“SAIL” and, together with FBR, the “Senior Lenders”), each of COURTNEY SMITH, PETER JOKIEL, WILLIAM LODER and GARY FERGUSON, each as a subordinated lender under the Subordinated Loan Agreement referred to below (the “Subordinated Lenders,” and, together with the Senior Lenders, the “Lenders”), and SPECIALTY UNDERWRITERS’ ALLIANCE, INC., as borrower under the Senior Loan Agreement and under the Subordinated Loan Agreement (the “Borrower”).
Master Software Sales and Services Agreement (Americas)Master Software Sales and Services Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
The Effective Date of this Master Software Sales and Services Agreement (“Agreement”) is the later date of execution of this Agreement unless otherwise agreed here as the 19 day of May 2004. For due consideration and for the mutual benefit of the executing parties, including SunGard Sherwood Systems (US) Inc. (“Sherwood”) and the customer named in this Agreement (“Customer”), Customer hereby contracts to license Sherwood software as set forth in the charges schedule (“Order Form”) to this Agreement and documentation as defined in the Software License hereto and any related service/s as set forth in any attached Schedules and Sub-Schedules to this Agreement (all collectively referred to as the “Product”) and the parties agree the following:
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, IS OMITTED AND IS NOTED WITH **. A COPY OF THIS AGREEMENT, INCLUDING ALL INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS...Confidentiality Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This letter agreement (the “Agreement”) dated as of August 16th, 2004, by and between Specialty Risk Solutions, LLC, an Illinois limited liability company (“SRS”), and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (“SUA”), confirms the parties’ understanding as to certain terms and conditions relating to the issuance by SUA to SRS of shares of Class B Common Stock, par value $.01 per share (the “Class B Stock”).
MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT BY AND BETWEEN SPECIALTY UNDERWRITERS’ ALLIANCE, INC. AND SYNDICATED SERVICES COMPANY, INC. CONTENTSManagement and Administrative Services Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Delaware
This MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (hereinafter referred to as the “Agreement”) is made this 1st day of November, 2003 (“effective date”) by and between Specialty Underwriters’ Alliance, Inc. a Delaware domiciled insurance holding company having its principal place of business at Dallas, Texas, for and on behalf of itself and its subsidiaries existing now and hereafter (hereinafter collectively referred to as the “Company”) and Syndicated Services Company, Inc. having its principal place of business at Manchester, NH (hereinafter referred to as the “Manager”).
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, IS OMITTED AND IS NOTED WITH **. A COPY OF THIS AGREEMENT, INCLUDING ALL INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS...Promissory Note • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION THEREUNDER.
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT, dated as of July 1, 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”).
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, IS OMITTED AND IS NOTED WITH **. A COPY OF THIS AGREEMENT, INCLUDING ALL INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS...Letter Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This letter agreement (the “Agreement”) dated as of August 16th, 2004, by and between American Team Managers Insurance Services, Inc., a California C Corporation (“ATM”), and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (“SUA”), confirms the parties’ understanding as to certain terms and conditions relating to the issuance by SUA to ATM of shares of Class B Common Stock, par value $.01 per share (the “Class B Stock”).
June 24, 2004 Confidential Courtney C. Smith Chief Executive Officer Specialty Underwriters’ Alliance 8585 Stemmons Fwy. Dallas, TX 75247 Re: Engagement Letter – First Amendment Dear Courtney:Engagement Letter • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
In connection with the Engagement Letter, dated November 24, 2003, between Specialty Underwriters’ Alliance, Inc. (collectively, “you,” “your,” or the “Company”) and MMC Securities Corp (“MMCSC,” “we,” “us” or “our”) (the “Original Engagement Letter”), the parties have agreed to one amendment within Section 5. Fees. This letter (the “Amending Letter”) amends that section.
September 15, 2004 Mr. Courtney C. Smith Specialty Underwriters’ Alliance, Inc. 8585 Stemmons Freeway Suite 200 Dallas, Texas 75247 Dear Courtney:Management and Administrative Services Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This letter agreement by and between Syndicated Services Company, Inc. (“Manager”) and Specialty Underwriters’ Alliance, Inc. (“Company”) confirms the parties’ understanding as to certain terms of the Management and Administrative Services Agreement, as amended, between Company and Manager dated as of November 1, 2003 ( the “Agreement”).
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, IS OMITTED AND IS NOTED WITH **. A COPY OF THIS AGREEMENT, INCLUDING ALL INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS...Promissory Note • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION THEREUNDER.
AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT, dated as of July 13, 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”).
SENIOR SECURED NOTESenior Secured Note • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • 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 STANDARD AMERICAN INSURANCE LIMITED, a Bermuda company (“SAIL”) 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 ONE MILLION FOUR HUNDRED FIFTY AND 00/100 DOLLARS ($1,450,000), 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 identified therein (together with such Holder, the “Senior Lenders”), and acknowledged by Cou
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Virginia
This WARRANT EXCHANGE AGREEMENT (this “Agreement”) is dated as of August 31, 2004, among SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation (the “Company”), FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (“FBR”), COURTNEY SMITH (“Smith”), PETER JOKIEL (“Jokiel”), WILLIAM LODER (“Loder”) and GARY FERGUSON (“Ferguson”).
September 7, 2004 Confidential Courtney C. Smith Chief Executive Officer Specialty Underwriters’ Alliance 8585 Stemmons Fwy. Dallas, TX 75247 Re: Engagement Letter – Second Amendment Dear Courtney:Engagement Letter • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
In connection with the Engagement Letter dated November 24, 2003 entered into by and between Specialty Underwriters’ Alliance, Inc. (collectively, “you,” “your,” or the “Company”) and MMC Securities Corp (“MMCSC,” “we,” “us” or “our”) and the first amendment thereto dated June 24, 2004 (collectively, the “Engagement Letter”), the parties have agreed to a second amendment to Section 5. Fees. This letter agreement (the “Second Amendment”) amends that section of the Engagement Letter.
ADDENDUM IIManagement and Administrative Services Agreement • September 17th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This Addendum modifies Appendix I of the Management and Administrative Services Agreement by and between Company and Manager, dated November 1, 2003 as amended (the “Agreement”) as follows. 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.
