STOCK PURCHASE AGREEMENT BY AND BETWEEN AMERICAN FOUNDERS FINANCIAL CORPORATION AND SAGICOR USA, INC. DATED AS OF JUNE 1, 2005Stock Purchase Agreement • May 25th, 2006 • Vesta Insurance Group Inc • Fire, marine & casualty insurance • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 1, 2005, is entered into by and between AMERICAN FOUNDERS FINANCIAL CORPORATION, an Arizona corporation (“Seller”), SAGICOR USA, INC., a Delaware corporation (“Buyer”), and, for the limited purpose of fully guaranteeing the performance, payment and all other obligations of Seller contemplated by this Agreement, VESTA FIRE INSURANCE CORPORATION, an Illinois corporation (“Vesta Fire”), and, for the limited purpose of fully guaranteeing the performance, payment and all other obligations of Buyer contemplated by this Agreement, SAGICOR LIFE INC. (BARBADOS), a Barbados corporation (“SLIB”). Certain initially capitalized terms used herein are defined in Article 12.
MANAGING GENERAL AGENCY AGREEMENTManaging General Agency Agreement • May 25th, 2006 • Vesta Insurance Group Inc • Fire, marine & casualty insurance • Florida
THIS MANAGING GENERAL AGENCY AGREEMENT (this “Agreement”) is entered into by and between Florida Select Insurance company, a property/casualty insurance company organized under the laws of the state of Florida (the “Company”), and Florida Select Insurance Agency Inc., a corporation organized under the laws of the State of Florida (the “Manager”).
Net Quota Share Reinsurance Contract Effective: July 1, 2005 issued to VESTA FIRE INSURANCE CORPORATION SHELBY INSURANCE COMPANY THE HAWAIIAN INSURANCE AND GUARANTY COMPANY, LTD. FLORIDA SELECT INSURANCE COMPANY SHELBY CASUALTY INSURANCE COMPANY VESTA...Vesta Insurance Group Inc • May 25th, 2006 • Fire, marine & casualty insurance • Illinois
VOLUNTARY RESIGNATION AND RELEASE AGREEMENT Between Hopson B. Nance and Vesta Insurance Group, Inc.Resignation and Release Agreement • May 25th, 2006 • Vesta Insurance Group Inc • Fire, marine & casualty insurance
This Voluntary Resignation and Release Agreement (“this Agreement”) between Hopson B. Nance (“Nance”), his agents, attorneys, heirs, executors, administrators, and assigns (collectively referenced “Nance and his agents and assigns”), and Vesta Insurance Group, Inc. (“Company”), and its every parent, affiliate, and subsidiary, as well as each of the foregoing’s officers, agents, directors, attorneys, employees, servants, successors and assigns (collectively referenced “Vesta”) controls the terms of the voluntary resignation of Nance as the Chief Financial Officer of the Company, the termination of the Employment Agreement between Nance and the Company dated February 23, 2003 (“Employment Agreement”), and the parties’ respective rights and obligations after the execution of this Agreement.
ATTORNEY-IN-FACT AGREEMENTAttorney-in-Fact Agreement • May 25th, 2006 • Vesta Insurance Group Inc • Fire, marine & casualty insurance
This Attorney-In-Fact Agreement (“Agreement”) is entered into between Select Insurance Services, Inc. (“SIS”), and the Underwriters at Texas Select Lloyds Insurance Company, acting through their Executive Committee, effective as of the 1st day of October, 2005.
VESTA FIRE INSURANCE CORPORATION SHELBY INSURANCE COMPANY THE HAWAIIAN INSURANCE AND GUARANTY COMPANY, LTD. FLORIDA SELECT INSURANCE COMPANY AFFIRMATIVE INSURANCE COMPANY SHELBY CASUALTY INSURANCE COMPANY INSURA PROPERTY AND CASUALTY COMPANY VESTA...Share Reinsurance Agreement • May 25th, 2006 • Vesta Insurance Group Inc • Fire, marine & casualty insurance • Illinois
STOCK PURCHASE AGREEMENT by and among VESTA INSURANCE GROUP, INC., VESTA FIRE INSURANCE CORPORATION, NEW AFFIRMATIVE LLC, (SOLELY WITH RESPECT TO SECTIONS 1.1(b), 4.3, 5.2, 5.5, 5.8 and Article VIII (other than 8.1 and 8.2)) and DELAWARE STREET...Stock Purchase Agreement • May 25th, 2006 • Vesta Insurance Group Inc • Fire, marine & casualty insurance • Illinois
STOCK PURCHASE AGREEMENT, dated as of June 14, 2005 (this “Agreement”), by and among Vesta Insurance Group, Inc., a Delaware corporation (“VIG”), Vesta Fire Insurance Corporation, an Illinois insurance company (“VFIC”, and together with VIG, collectively the “Sellers” and each individually, a “Seller”), and New Affirmative LLC, a Delaware limited liability company (the “Purchaser”), and in each case solely for the purposes of Sections 1.1(b) , 4.3, 5.2, 5.5, 5.8 and Article VIII (other than 8.1 and 8.2)) hereof, J.C. Flowers I LP, a Delaware limited partnership (“JCF”), and Delaware Street Capital Master Fund, L.P., a Cayman Islands exempted limited partnership (“DSC”) (it being understood that the obligations of JCF and DSC, respectively, under Sections 1.1(b), 4.3, 5.2, 5.5, 5.8 and the applicable Sections of Article VIII shall be as to itself only and several and not joint and several).
ENDORSEMENT NO. 1 to the INTERESTS AND LIABILITIES CONTRACT (hereinafter referred to as the “Contract”) to the QUOTA SHARE REINSURANCE AGREEMENT Effective: July 1, 2004 (hereinafter referred to as the “Agreement”) between VESTA FIRE INSURANCE...Interests and Liabilities Contract • May 25th, 2006 • Vesta Insurance Group Inc • Fire, marine & casualty insurance
IT IS HEREBY NOTED AND AGREED that effective 12:01 a.m., Local Standard Time at the subject loss location, December 1, 2004, this Interest and Liabilities Contract shall be replaced in its entirety as follows:
ATTORNEY-IN-FACT AGREEMENTAttorney-in-Fact Agreement • May 25th, 2006 • Vesta Insurance Group Inc • Fire, marine & casualty insurance • Florida
THIS ATTORNEY-IN-FACT AGREEMENT (this “Agreement”) is made effective as of July 1, 2002, to by and between Texas Select Lloyds Insurance Company, a Lloyds Plan property/casualty insurance company organized under the laws of the State of Texas (the “Company”), and Select Insurance Services Inc. doing business as Texas Select Lloyds Inc., a corporation organized under the laws of the State of Texas (the “Attorney-in-Fact”).
Addendum No. 1 to the Net Quota Share Reinsurance Contract Effective: July 1, 2005 issued to the VESTA FIRE INSURANCE CORPORATION SHELBY INSURANCE COMPANY THE HAWAIIAN INSURANCE AND GUARANTY COMPANY, LTD. FLORIDA SELECT INSURANCE COMPANY SHELBY...Vesta Insurance Group Inc • May 25th, 2006 • Fire, marine & casualty insurance
It Is Hereby Agreed, effective December 1, 2005, with respect to losses arising out of Loss Occurrences commencing on or after that date, that paragraph A of Article VIII - Retention and Limit - shall be deleted and the following substituted therefor:
