JUNIOR SUBORDINATED INDENTURE between FIRST ACCEPTANCE CORPORATION and WILMINGTON TRUST COMPANY, as Trustee Dated as of June 15, 2007Junior Subordinated Indenture • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • New York
JUNIOR SUBORDINATED INDENTURE, dated as of June 15, 2007, between FIRST ACCEPTANCE CORPORATION, a Delaware corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT among FIRST ACCEPTANCE CORPORATION as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees...Trust Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 15, 2007, among First Acceptance Corporation, a Delaware corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Stephen Joe Harrison, an individual, Edward L. Pierce, an individual, and Michael John Bodayle, an individual, each of whose address is c/o First Acceptance Corporation, 3322 West End Avenue Suite 1000, Nashville, Tennessee 37203, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT between FIRST ACCEPTANCE CORPORATION, As Guarantor, And WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of June 15, 2007 FIRST ACCEPTANCE STATUTORY TRUST IGuarantee Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • New York
GUARANTEE AGREEMENT, dated as of June 15, 2007, executed and delivered by FIRST ACCEPTANCE CORPORATION, a Delaware corporation (the “Guarantor”) having its principal office at 3322 West End Avenue Suite 1000, Nashville, Tennessee 37203, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of First Acceptance Statutory Trust I, a Delaware statutory trust (the “Issuer”).
NONQUALIFIED STOCK OPTION AGREEMENT FIRST ACCEPTANCE CORPORATION 2002 LONG TERM INCENTIVE PLANNonqualified Stock Option Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , (the “Date of Grant”), between First Acceptance Corporation, a Delaware corporation (the “Company”), and , (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the First Acceptance Corporation 2002 Long Term Incentive Plan, as amended (the “Plan”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
This INDEMNIFICATION AGREEMENT (the “AGREEMENT”) is made and entered into as of the day of , , by and between First Acceptance Corporation, a Delaware corporation (including any successors thereto, the “COMPANY”), and (“INDEMNITEE”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2013 • First Acceptance Corp /De/ • Fire, marine & casualty insurance • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of July 1, 2002, by and between Liberte Investors Inc., a Delaware corporation (the “Company”), and Donald J. Edwards, an individual (the “Investor”).
