AMERICAN WHOLESALE INSURANCE HOLDING COMPANY, LLC EXECUTIVE UNIT AGREEMENTExecutive Unit Agreement • November 13th, 2006 • AmWINS GROUP INC • Delaware
THIS EXECUTIVE UNIT AGREEMENT (this “Agreement”) is made as of July 28, 2006, by and between American Wholesale Insurance Holding Company, LLC, a Delaware limited liability company (the “Company”), and Samuel H. Fleet (“Employee”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 4 hereof.
EXCHANGE AGREEMENTExchange Agreement • November 13th, 2006 • AmWINS GROUP INC • Delaware
THIS EXCHANGE AGREEMENT, effective as of October 27, 2005 (this “Agreement”), is made by and between American Wholesale Insurance Holding Company, LLC, a Delaware limited liability company (the “Company”), and Scott M. Purviance (the “Manager”). Except as otherwise indicated, capitalized terms used herein are defined in Section hereof.
EMPLOYMENT AND NONCOMPETE AGREEMENTEmployment and Noncompete Agreement • November 13th, 2006 • AmWINS GROUP INC • Rhode Island
This EMPLOYMENT AND NONCOMPETE AGREEMENT (this “Agreement”), made and entered into as of the 22nd day of May, 2003, is by and between SAMUEL H. FLEET, an individual resident of Rhode Island (“Executive”), and National Employee Benefit Companies, Inc. (the “Company”), a Rhode Island corporation. For purposes of this Agreement “Affiliates” includes American Wholesale Insurance Holding Company LLC and American Wholesale Insurance Group, Inc., the owner of all the outstanding shares of capital stock of the Company (“Parent”).
REGISTRATION AGREEMENTRegistration Agreement • November 13th, 2006 • AmWINS GROUP INC • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of April ___, 2006, by and among American Wholesale Insurance Group, Inc., a Delaware corporation (the “Company”), the Persons listed from time to time on the Investor Registrable Securities Schedule attached hereto (each, an “Investor,” and collectively, the “Investors”), each of the Persons listed from time to time on the Other Registrable Securities Schedule attached hereto and each of the other holders of Registrable Securities who may from time to time become a party hereto by executing a counterpart signature page to this Agreement. Capitalized terms used but not otherwise defined herein are defined in Section 9.
CREDIT AGREEMENT dated as of October 27, 2005 among AMERICAN WHOLESALE INSURANCE GROUP, INC., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and MADISON CAPITAL FUNDING LLC, as Agent MADISON CAPITAL FUNDING LLC, as Lead ArrangerCredit Agreement • November 13th, 2006 • AmWINS GROUP INC
Credit Agreement dated as of October 27, 2005 (as amended, restated or otherwise modified from time to time, this “Agreement”) among American Wholesale Insurance Group, Inc., a Delaware corporation (“Borrower”), the financial institutions party hereto from time to time (together with their respective successors and assigns, “Lenders”) and Madison Capital Funding LLC (in its individual capacity, “Madison”), as Agent for all Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2006 • AmWINS GROUP INC • New York
THIS EMPLOYMENT AGREEMENT, dated as of April 13, 2005, is by and between American Wholesale Insurance Group, Inc., a Delaware corporation (the “Company”), and Mark M. Smith (the “Executive”) (this “Agreement”).
SECOND LIEN CREDIT AGREEMENT dated as of October 27, 2005 among AMERICAN WHOLESALE INSURANCE GROUP, INC., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and MADISON CAPITAL FUNDING LLC, as Second Lien Agent MADISON CAPITAL FUNDING...Second Lien Credit Agreement • November 13th, 2006 • AmWINS GROUP INC
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE EXERCISE OF CERTAIN RIGHTS AND REMEDIES PURSUANT TO THIS AGREEMENT ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF OCTOBER 27, 2005, AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED, MODIFIED OR REPLACED FROM TIME TO TIME (THE “INTERCREDITOR AGREEMENT”) AMONG MADISON CAPITAL FUNDING LLC, AS FIRST LIEN AGENT, MADISON CAPITAL FUNDING LLC, AS SECOND LIEN AGENT, MADISON CAPITAL FUNDING LLC, AS CONTROL AGENT, AMERICAN WHOLESALE INSURANCE GROUP, INC., AS BORROWER, AMERICAN WHOLESALE INSURANCE HOLDING COMPANY, LLC, AND THE DIRECT AND INDIRECT SUBSIDIARIES OF BORROWER PARTY THERETO. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN.
EXCHANGE AGREEMENTExchange Agreement • November 13th, 2006 • AmWINS GROUP INC • Delaware
THIS EXCHANGE AGREEMENT, effective as of October 27, 2005 (this “Agreement”), is made by and between American Wholesale Insurance Holding Company, LLC, a Delaware limited liability company (the “Company”), and Mark M. Smith (the “Manager”). Except as otherwise indicated, capitalized terms used herein are defined in Section 5 hereof.
