FIRST MERCURY FINANCIAL CORPORATION STOCK COMPENSATION PLANFirst Mercury Financial Corp • August 23rd, 2006 • Fire, marine & casualty insurance • Michigan
INDENTURE Between FIRST MERCURY FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY AS TRUSTEE Dated as of May 26, 2004 FLOATING RATE JUNIOR SUBORDINATED DEBENTURES DUE 2034Indenture • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • New York
THIS INDENTURE, dated as of May 24, 2004, between First Mercury Financial Corporation, a Delaware corporation (hereinafter sometimes called the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 6th day of November, 2003, by and between FIRST MERCURY FINANCIAL CORPORATION, a Delaware corporation (“Employer”), and RICHARD H. SMITH (“Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT, made and entered into this 7th day of June, 2004 (“Agreement”), by and between First Mercury Financial Corporation, a Delaware corporation (the “Company”), and Steven Shapiro (“Indemnitee”):
NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
This Non-Competition and Confidentiality Agreement the (“Agreement”) is dated August 17, 2005, and is effective as of August 17, 2005 (the “Effective Date”), by and between First Mercury Holdings, Inc., a Delaware corporation (“Holdings”), and Jerome M. Shaw (“Stockholder”).
STOCK CONTRIBUTION AGREEMENTStock Contribution Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
This Stock Contribution Agreement (this “Agreement”) is entered into as of August 17, 2005, by and among First Mercury Holdings, Inc., a Delaware corporation (“Holdings”), First Mercury Financial Corporation, a Delaware corporation (the “Company”), FMFC Holdings, LLC, a Delaware limited liability company (the “GC-Holdings”), Jerome M. Shaw (“Mr. Shaw”), William S. Weaver (“Mr. Weaver”) each of the individuals set forth under the heading “Managers” on the signature pages hereto (each, a “Manager” and collectively, the “Managers”), and each of the individuals set forth under the heading “Selling Shareholders” on the signature pages hereto (each, a “Selling Shareholder” and collectively, the “Selling Shareholders”). GC-Holdings, Mr. Shaw, Mr. Weaver, the Managers and the Selling Shareholders are sometimes referred to herein as “Contributors”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of this 7th day of June, 2004 by and among First Mercury Financial Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and FMFC Holdings, LLC, a Delaware limited liability company (the “Investor”).
CREDIT AGREEMENT DATED AS OF MAY 8, 2006 AMONG FIRST MERCURY FINANCIAL CORPORATION, THE GUARANTORS AND JPMORGAN CHASE BANK, N.A.Credit Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
For purposes of determining the Applicable Margin, the Applicable Margin will be adjusted, if necessary, quarterly as of the 1st day of month following the month in which the Lender receives the financial statements required under Section 5.4(b) for each of the first three fiscal quarters of each fiscal year and under Section 5.4(d) for the last fiscal quarter of each fiscal year, based on the Leverage Ratio as of the most recently ended fiscal quarter of the Company, provided that upon the occurrence and during the continuance of any Event of Default or Default the Applicable Margin shall be as set forth in column III above. As of the Effective Date the Applicable Margin shall be as set forth in column I above. Notwithstanding the foregoing, if the Company provides cash collateral or marketable securities acceptable to the Lender at a appropriate margin level acceptable to the Lender as collateral for the Advances, the Applicable Margin for the purposes of commitment fees under §2.7(a
NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
This Non-Competition and Confidentiality Agreement the (“Agreement”) is dated June 14, 2004, and is effective as of June 14, 2004 (the “Effective Date”), by and between American Risk Pooling Consultants, Inc., a Michigan corporation (the “Company”), and Jerome M. Shaw (“Stockholder”).
NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
This Non-Competition and Confidentiality Agreement the (“Agreement”) is dated June 7, 2004, and is effective as of June 7, 2004 (the “Effective Date”), by and between First Financial Corporation, a Delaware corporation (“Holdings”), and Jerome M. Shaw (“Stockholder”).
AMENDMENT NO. 1 TO NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
THIS AMENDMENT NO. 1 TO NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (the “Amendment”), dated as of August 17, 2005, is entered into by and between American Risk Pooling Consultants, Inc., a Michigan corporation (the “Company”) and Jerome M. Shaw (the “Stockholder”).
