EIGHTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 8th, 2006 • Direct General Corp • Fire, marine & casualty insurance
THIS EIGHTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (the “Amendment”) made and entered into as of the 30th day of June, 2006, by and among DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217 (f/k/a Direct Financial Services, Inc.) (“DGFS”), DIRECT GENERAL PREMIUM FINANCE COMPANY, a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217 (“DGPFC”; DGFS and DGPFC may be referred to hereinafter either individually or collectively as “Borrower”), DIRECT GENERAL CORPORATION, a Tennessee corporation (formerly known as Direct Corporation) (“DGC”), DIRECT GENERAL INSURANCE AGENCY, INC., a Tennessee corporation, DIRECT GENERAL INSURANCE AGENCY, INC., an Arkansas corporation, DIRECT GENERAL INSURANCE AGENCY, INC., a Mississippi corporation, DIRECT GENERAL INSURANCE AGENCY OF LOUISIANA, INC., a Louisiana corporation, DIRECT GENERAL AGENCY OF KENTUCKY, INC., a Kentucky
SEVENTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 8th, 2006 • Direct General Corp • Fire, marine & casualty insurance
THIS SEVENTH AMENDMENT TO SEVENTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (the “Amendment”) made and entered into as of the 30th day of June, 2006, by and among DIRECT GENERAL CORPORATION, a Tennessee corporation (the “Pledgor”), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: Metropolitan Division (in its agency capacity being herein referred to as “Agent,” and in its individual capacity as “FTBNA”), as agent for itself, and for CAPITAL ONE BANK, N.A. (successor by merger to Hibernia National Bank), Baton Rouge, Louisiana (“Capital One”), and for U. S. BANK NATIONAL ASSOCIATION, St. Louis, Missouri (“U. S. Bank”), and for REGIONS BANK, Birmingham, Alabama (“Regions”), and for CAROLINA FIRST BANK, Greenville, South Carolina (“Carolina First”), and for JPMORGAN CHASE BANK, N.A. [successor by merger to Bank One, N.A. (main office — Chicago, Illinois)], Baton Rouge, Louisiana (“JPMorgan”), and for NATIONAL
FIFTEENTH AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • August 8th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation (f/k/a Direct Financial Services, Inc.) and DIRECT GENERAL PREMIUM FINANCE COMPANY, a Tennessee corporation (hereinafter, collectively, the “Debtors”), by FIRST TENNESSEE BANK NATIONAL ASSOCIATION, Memphis, Tennessee (“FTB”), CAPITAL ONE BANK, N.A. (successor by merger to Hibernia National Bank), Baton Rouge, Louisiana (“Capital One”), U.S. BANK, NATIONAL ASSOCIATION, St. Louis, Missouri (“U.S. Bank”), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), Baton Rouge, Louisiana (“JPMorgan”), CAROLINA FIRST BANK, Greenville, South Carolina (“Carolina First”), NATIONAL CITY BANK OF KENTUCKY, Louisville, Kentucky (“National City Bank”), FIFTH THIRD BANK, N.A. (Tennessee), Franklin, Tennessee (“Fifth Third”), REGI
SEVENTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 8th, 2006 • Direct General Corp • Fire, marine & casualty insurance
THIS SEVENTH AMENDMENT TO SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT (the “Amendment”) made and entered into as of the 30th day of June, 2006, by and among DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217 (f/k/a Direct Financial Services, Inc.) (“DGFS”), DIRECT GENERAL PREMIUM FINANCE COMPANY, a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217 (“DGPFC”; and collectively with DGFS, the “Grantor”), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: Metropolitan Division (in its agency capacity being herein referred to as “Agent,” and in its individual capacity as “FTBNA”), as agent for itself, and for CAPITAL ONE BANK, N.A. (successor by merger to Hibernia National Bank), Baton Rouge, Louisiana (“Capital One”), and for U.S. BANK NATIONAL ASSOCIATION, St. Louis, Missouri (“U.S. Bank”), and fo
