exv10w2



 







FIFTEENTH AMENDED AND RESTATED GUARANTY AGREEMENT




     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”), REGIONS BANK, Birmingham, Alabama (“Regions”), and MIDFIRST BANK,
Oklahoma City, Oklahoma (“MidFirst”) (hereinafter, collectively, the “Banks”), the undersigned
DIRECT GENERAL CORPORATION, a Tennessee corporation, 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
corporation, DIRECT ADMINISTRATION, INC., a Tennessee corporation, DIRECT ADJUSTING COMPANY, INC.,
a Tennessee corporation, DIRECT GENERAL INSURANCE AGENCY, INC., a Texas corporation, and DIRECT
GENERAL CONSUMER PRODUCTS, INC., a Tennessee corporation (hereinafter, collectively, the
“Guarantors”), hereby jointly and severally, for themselves, their heirs, executors, administrators
and successors absolutely and unconditionally guarantee(s) the full and prompt payment to the
Banks, at maturity (whether by acceleration or otherwise) and at all times thereafter, of each and
all of the following:




     1. the indebtedness (and interest thereon) evidenced by that certain Tenth Restated
Revolving Credit Note dated as of June 30, 2006, in the principal sum of Forty Million
Dollars ($40,000,000.00), bearing interest from date at the rate specified in said note,
said note being payable to the order of FTB, at the offices of FTB, 165 Madison Avenue,
Memphis, Tennessee 38103, as agent for itself and other lenders, or at such other place as
the holder may designate in writing, being executed by the Debtors, and being given for
value received;




     2. the indebtedness (and interest thereon) evidenced by that certain Restated Swing
Line Note dated as of June 30, 2006, in the principal sum of Thirty Million Dollars
($30,000,000.00) (said Swing Line Note evidencing debt which is a portion of the foregoing
$40,000,000.00 debt to FTB), bearing interest from date at the rate specified in said note,
said note being payable to the order of FTB, at the offices of FTB, 165 Madison Avenue,
Memphis, Tennessee 38103, as agent for itself and other lenders, or at such other place as
the holder may designate in writing, being executed by the Debtors, and being given for
value received;



 









 






     3. the indebtedness (and interest thereon) evidenced by that certain Eleventh Restated
Revolving Credit Note dated as of June 30, 2006, in the principal sum of Twenty-Five Million
Dollars ($25,000,000.00), bearing interest from date at the rate specified in said note,
said note being payable to the order of Capital One, at the offices of FTB, 165 Madison
Avenue, Memphis, Tennessee 38103, as agent for itself and other lenders, or at such other
place as the holder may designate in writing, being executed by the Debtors, and being given
for value received;




     4. the indebtedness (and interest thereon) evidenced by that certain Eleventh Restated
Revolving Credit Note dated as of June 30, 2006, in the principal sum of Thirty Million
Dollars ($30,000,000.00), bearing interest from date at the rate specified in said note,
said note being payable to the order of U.S. Bank, at the offices of FTB, 165 Madison
Avenue, Memphis, Tennessee 38103, as agent for itself and other lenders, or at such other
place as the holder may designate in writing, being executed by the Debtors, and being given
for value received;




     5. the indebtedness (and interest thereon) evidenced by that certain Seventh Restated
Revolving Credit Note dated as of June 30, 2006, in the principal sum of Thirty-Five Million
Dollars ($35,000,000.00), bearing interest from date at the rate specified in said note,
said note being payable to the order of JPMorgan (formerly Bank One), at the offices of FTB,
165 Madison Avenue, Memphis, Tennessee 38103, as agent for itself and other lenders, or at
such other place as the holder may designate in writing, being executed by the Debtors, and
being given for value received;




     6. the indebtedness (and interest thereon) evidenced by that certain Sixth Restated
Revolving Credit Note dated as of June 30, 2006, in the principal sum of Twenty Million
Dollars ($20,000,000.00), bearing interest from date at the rate specified in said note,
said note being payable to the order of Carolina First, at the offices of FTB, 165 Madison
Avenue, Memphis, Tennessee 38103, as agent for itself and other lenders, or at such other
place as the holder may designate in writing, being executed by the Debtors, and being given
for value received;




     7. the indebtedness (and interest thereon) evidenced by that certain Fourth Restated
Revolving Credit Note dated as of June 30, 2006, in the principal sum of Thirty Million
Dollars ($30,000,000.00), bearing interest from date at the rate specified in said note,
said note being payable to the order of Regions, at the offices of FTB, 165 Madison Avenue,
Memphis, Tennessee 38103, as agent for itself and other lenders, or at such other place as
the holder may designate in writing, being executed by the Debtors, and being given for
value received;




     8. the indebtedness (and interest thereon) evidenced by that certain Third Restated
Revolving Credit Note dated as of June 30, 2006, in the principal sum of Twenty Million
Dollars ($20,000,000.00), bearing interest from date at the rate specified in said note,
said note being payable to the order of National City Bank, at the offices of FTB, 165
Madison Avenue, Memphis, Tennessee 38103, as agent for itself and other lenders, or at such
other place as the holder may designate in writing, being executed by the Debtors, and being
given for value received;



2









 






     9. the indebtedness (and interest thereon) evidenced by that certain Third Restated
Revolving Credit Note dated as of June 30, 2006, in the principal sun of Fifteen Million
Dollars ($15,000,000.00), bearing interest from date at the rate specified in said note,
said note being payable to the order of Fifth Third Bank, N.A. (Tennessee), at the offices
of FTB, 165 Madison Avenue, Memphis, Tennessee 38103, as agent for itself and other lenders,
or at such other place as the holder may designate in writing, being executed by the
Debtors, and being given for value received;




     10. the indebtedness (and interest thereon) evidenced by that certain Revolving Credit
Note dated as of June 30, 2006, in the principal sum of Ten Million Dollars
($10,000,000.00), bearing interest from date at the rate specified in said note, said note
being payable to the order of MidFirst at the offices of FTB, 165 Madison Avenue, Memphis,
Tennessee 38103, as agent for itself and other lenders, or at such other place as the holder
may designate in writing, being executed by the Debtors, and being given for value received;




     11. all obligations of the Debtors pursuant to any and all renewals, modifications, or
extensions, in whole or in part, of any of said notes (all of said promissory notes,
together with any such renewal, modification or extension being herein called the “Notes”);




     12. all obligations of the Debtors under and pursuant to that certain Eighth Amended
and Restated Loan Agreement dated as of October 31, 2002, as amended by that First Amendment
to Eighth Amended and Restated Loan Agreement dated as of March 31, 2003, as amended by that
Second Amendment to Eighth Amended and Restated Loan Agreement dated as of May 28, 2003, as
amended by that Third Amendment to Eighth Amended and Restated Loan Agreement dated as of
June 30, 2003, as amended by that Fourth Amendment to Eighth Amended and Restated Loan
Agreement dated on or about July 17, 2003, as amended by that Fifth Amendment to Eighth
Amended and Restated Loan Agreement dated as of November 26, 2003, as amended by that Sixth
Amendment to Eighth Amended and Restated Loan Agreement dated as of June 30, 2004, as
amended by that Seventh Amendment to Eighth Amended and Restated Loan Agreement dated as of
December 3, 2004, and as amended by that certain Eighth Amendment to Eighth Amended and
Restated Loan Agreement of even date herewith (as amended, the “Loan Agreement”), among the
Debtors, the Banks, First Tennessee Bank National Association, as Agent, and the Guarantors,
and any security agreement or other security document (the Loan Agreement and such security
agreement or other security documents collectively herein called “Security Documents”) which
now or hereafter secures the payment of the indebtedness guaranteed pursuant to this
Guaranty Agreement or evidenced by the Notes; and




     13. all obligations of the Debtors pursuant to any and all renewals, modifications, or
extensions, in whole or in part, of any of the Security Documents; together with all
expenses, legal and/or otherwise (including court costs and reasonable attorney’s fees)
incurred by the Banks in collecting or endeavoring to collect the indebtedness evidenced and
secured, respectively, by the Notes and the Security Documents (or any renewals,
modifications, amendments or extensions of any thereof, in whole or in part), or any part of
said indebtedness, in protecting any collateral, and in



3









 







     enforcing the Loan Agreement or this Guaranty (all of which is hereinafter collectively
referred to as the “Indebtedness”).



     THIS GUARANTY SHALL BE A CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY, and shall remain in
full force and effect until the Indebtedness (and interest thereon and expenses in connection
therewith), and all renewals, modifications, or extensions thereof, in whole or in part, shall have
been fully paid and satisfied and shall remain in full force and effect until written notice of its
discontinuance, addressed to First Tennessee Bank National Association, 165 Madison Avenue,
Memphis, Tennessee 38103, Attention: Metropolitan Division, shall be actually received by First
Tennessee Bank National Association, as Agent for Banks (the burden of proof of receipt by said
Agent of such notice being in all cases upon the Guarantors), and also until any and all said
Indebtedness, or any extensions or renewals thereof, existing before receipt of such notice, and
expenses in connection therewith, shall be fully paid. Regardless of when a renewal or extension
of pre-termination debt occurs (with or without adjustment of interest rate or other terms), the
debt is deemed to have been incurred prior to termination to the extent of the renewal or
extension, and to be fully covered by this Guaranty. The death, dissolution or withdrawal of the
Guarantors (or any of them) shall not terminate this Guaranty until notice of any such death,
dissolution or withdrawal, given as above provided, shall have actually been received by Agent, and
until all of said Indebtedness, or any extensions or renewals thereof, existing before receipt of
such notice shall be fully paid. In the event of any such death, dissolution or withdrawal and
notice thereof to Agent, as aforesaid, this Guaranty shall, notwithstanding, continue and remain in
force against any surviving Guarantor until discontinued as hereinabove provided.



     Subject to the limitations of Section 10.1 of the Loan Agreement, the Banks are hereby
expressly authorized to make from time to time, without notice to anyone: any renewals,
modifications or extensions, whether such renewals, modifications or extensions be in whole or in
part and without limit as to the number of such extensions or of the renewal periods thereof, and
without notice to or further assent from the undersigned, sales, pledges, surrenders, compromises,
settlements, releases, indulgences, alterations, substitutions, exchanges, changes in,
modifications, or other dispositions including, without limitation, cancellations, of all or any
part of the collateral pledged to secure the Indebtedness or any part of said Indebtedness, either
express or implied, or of any contracts or instruments evidencing any thereof, or of any security
or collateral therefor, and/or to take any security for or other guaranties upon any of said
Indebtedness; and the liability of the Guarantors (or any of them) shall not be in any manner
affected, diminished or impaired thereby, or by any lack of diligence, failure, neglect or omission
on the part of the Banks, the Agent or any of them to make any demand or protest, or give any
notice of dishonor or default, or to realize upon or protect any of said Indebtedness, or any
collateral or security therefor, or to exercise any lien upon or right of appropriation or (subject
to the limitations set forth in Section 10.7 of the Loan Agreement) setoff of any moneys, accounts,
credits, or property of said Debtors, possessed by the Banks, towards the liquidation of said
Indebtedness, or by any application of payments or credits thereon. The Banks shall have the
exclusive right to determine how, when and what application of payments and credits, if any, shall
be made on said Indebtedness, or any part thereof, and shall be under no obligation, at any time,
to first resort to, make demand on, file a claim against, or exhaust its remedies against the
Debtors, or any one or more of the Guarantors, or other persons or corporations, their properties
or estates, or to resort to or exhaust its remedies against, any collateral, security, property,
liens



4









 




or other rights whatsoever. It is expressly agreed that the Banks may at any time make demand
for payment on, or bring suit against the Guarantors (or any of them), or any other guarantors, may
compound with the Guarantors or any other guarantor for such sums or on such terms as the Banks may
see fit and release the Guarantors (or any of them) or any other guarantor from all further
liability to the Banks, without thereby impairing the rights of the Bank in any respect to demand,
sue for and collect the balance of the Indebtedness from any guarantor not so released; and that
any claims against the Debtors, against any other guarantor, or against any collateral, accruing to
the Guarantors (or any of them) by reason of payments made hereunder shall be in all respects
junior and subordinate to any obligation then or subsequently owed by the Debtors or by such other
guarantor to the Banks. In addition, the liability of the Guarantors (or each of them) shall not
be affected by any lack of validity or enforceability of the guaranteed debt. As security for the
undertakings and obligations of the Guarantors hereunder, the Guarantors (or each of them)
expressly grants and gives to the Banks, subject to Section 10.7 of the Loan Agreement, a right of
immediate setoff, without demand or prior notice, of the balance of every deposit account, now or
at any time hereafter existing, of the Guarantors (or each of them) with the Banks (but with prompt
post setoff notice), and a general lien upon, and security interest in all money, negotiable
instruments, commercial paper, notes, bonds, stocks, credits and/or choses in action, or any
interest therein, and any other property, rights, and interests of the Guarantors (or each of them)
or any evidence thereof, which have or any time shall come into the possession, custody, or control
of the Banks, and, in the event of default hereunder, the Banks may sell or cause to be sold at
public or private sale in any manner which may be lawful, for cash or credit and upon such terms as
the Banks may see fit, and (except as may be otherwise expressly provided by the Uniform Commercial
Code, or other applicable law) without demand or notice to the Guarantors (or each of them), all or
any of such security, and the Banks (unless prohibited by the Uniform Commercial Code from so
doing) or any other person may purchase such property, rights or interests so sold and thereafter
hold the same free of any claim or right of whatsoever kind, including any right or equity or
redemption, of the Guarantors (or each of them), such demand, notice, right or equity of redemption
being hereby expressly waived and released.




     In the event of the death, incompetency, dissolution, liquidation, insolvency (however
evidenced) of the Debtors, or institution of bankruptcy or receivership proceedings by the Debtors,
or in the event that any involuntary bankruptcy or receivership proceedings filed against the
Debtors shall not be dismissed within sixty (60) days following the institution of such
proceedings, then and in any such event all of the Indebtedness shall, for the purposes of this
Guaranty, and at the option of the Banks, immediately become due and payable from the Guarantor;
and, in such event, any and all sums or payments of any nature which may be or become due and
payable by the Debtors to the undersigned are hereby assigned to the Banks, and shall be
collectible by the Banks, without necessity for other authority than this instrument, until the
Indebtedness shall be fully paid and discharged, but such collection by the Banks shall not in any
respect affect, impair or diminish any other rights of the Banks. The granting of credit from time
to time by the Banks to the Debtors, in excess of the amount to which right of recovery under this
Guaranty is limited and without notice to the Guarantors (or any of them), is hereby expressly
authorized and shall in no way affect or impair this Guaranty; and, in the event that the
obligations of the Debtors to the Banks shall so exceed the amount to which this Guaranty is
limited, any payment by the Debtors or any collections or recovery by the Banks from any



5









 




sources other than this Guaranty may first be applied by the Banks to any obligations of the
Debtors which exceed the limits of this Guaranty.




     The Guarantors (or each of them) will not exercise any rights that Guarantors (or any of them)
may acquire by way of subrogation under this Guaranty, by any payment made hereunder or otherwise,
until all of the Indebtedness shall have been paid in full. If any amount shall be paid to the
Guarantors (or any of them) on account of such subrogation rights at any time when all the
Indebtedness shall not have been paid in full, such amount shall be held in trust for the benefit
of the Banks and shall forthwith be paid to the Banks to be credited and applied upon the
Indebtedness.



     Notwithstanding any provision of the preceding paragraph to the contrary, if at any time the
Guarantors (or any of them) is or becomes an “insider” (as defined from time to time in Section 101
of the Federal Bankruptcy Code) with respect to the Debtors, then such Guarantor or Guarantors
irrevocably and absolutely waives any and all rights of subrogation, contribution, indemnification,
reimbursement or any similar rights against the Debtors with respect to this Guaranty, whether such
rights arise under an express or implied contract or by operation of law, it being the intention of
the parties that the Guarantors shall not be deemed to constitute a “creditor” (as defined in
Section 101 of the Federal Bankruptcy Code) of the Debtors, by reason of the existence of this
Guaranty in the event that the Debtors become debtors in any proceeding under the Federal
Bankruptcy Code.



     Notwithstanding any other provision of this Guaranty to the contrary, if the obligations of
the Guarantors hereunder would otherwise be held or determined by a court of competent jurisdiction
in any action or proceeding involving any state corporate law or any state or Federal bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of
creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of
the Guarantors’ (or each of them) liability under this Guaranty, then notwithstanding any other
provision of this Guaranty to the contrary, the amount of such liability shall, without any further
action by the Guarantors (or each of them) or any other person, be automatically limited and
reduced to the highest amount which is valid and enforceable as determined in such action or
proceeding.



     The Banks may without any notice whatsoever to anyone, sell, assign or transfer all or any
part of said Indebtedness; and in that event each and every immediate and successive assignee,
transferee or holder of all or any part of said Indebtedness shall have the right to enforce this
Guaranty, by suit or otherwise, for the benefit of such assignee, transferee or holder, as fully as
though such assignee, transferee or holder were herein by name given such rights, powers and
benefits; but the Banks shall have an unimpaired right, prior and superior to that of any said
assignee, transferee or holder, to enforce this Guaranty for the benefit of the Banks, as to so
much of said Indebtedness that has not been sold, assigned or transferred.



     No act of commission or omission of any kind, or at any time, on the part of the Banks in
respect of any matter whatsoever shall in any way affect or impair this Guaranty. This Guaranty is
in addition to and not in substitution for or discharge of any other Guaranty held by the Banks.
The Guarantors (or each of them) waives any rights of action Guarantors (or any of them) might



6









 




have against the Banks because of the exercise by the Banks in any manner howsoever of any
rights granted to the Banks herein.




     This Guaranty contains the entire agreement between the parties and every part thereof shall
be binding upon the Guarantors (or each of them), Guarantors’ heirs, executors, administrators,
personal representatives, successors and assigns, as fully as though everywhere specifically
mentioned, and shall inure to the benefit of the Banks, and their successors and assigns, and shall
be construed according to the laws of the State of Tennessee, in which state it is accepted by the
Banks.



     If any provision hereof is invalid or unenforceable, the remaining provisions hereof shall not
be affected by such invalidity or unenforceability. Each term and provision contained herein
shall, however, be valid and enforceable to the fullest extent permitted by applicable law.



     The Guarantors (or each of them) acknowledge that this Guaranty Agreement is and shall be
effective against such Guarantors upon execution by such Guarantors (regardless of whether any
other person named herein as Guarantor shall sign), and delivery hereof to the Banks, or its Agent;
and that it shall not be necessary for the Banks to execute any acceptance hereof or otherwise to
signify or express their acceptance hereof.



     ALL OF THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY ANY OF THE PARTIES AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED (OR WHICH MAY BE DELIVERED IN THE FUTURE) IN CONNECTION HEREWITH OR ARISING FROM ANY
BANKING RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT.



     This Fifteenth Amended and Restated Guaranty Agreement supersedes and replaces that certain
Fourteenth Amended and Restated Guaranty Agreement and all prior Guaranty Agreements entered into
with respect to the Indebtedness.



[SEPARATE SIGNATURE PAGE FOLLOWS]




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SIGNATURE PAGE

TO

FIFTEENTH AMENDED AND RESTATED GUARANTY AGREEMENT




 

 






     IN WITNESS WHEREOF, the Guarantors have caused this Fifteenth Amended and Restated
Guaranty Agreement to be executed by their duly authorized officers on the dates set forth in their
respective acknowledgments, but with an effective date as of the 30th day of June, 2006.



	 	 	 	 	 
	 	DIRECT GENERAL CORPORATION,

a Tennessee corporation 

 	 
	 	By:  	/s/ William
J. Harter	 
	 	 	William J. Harter, Senior Vice-President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	DIRECT GENERAL INSURANCE AGENCY, INC., 

a Tennessee corporation 

 	 
	 	By:  	/s/ William
J. Harter	 
	 	 	William J. Harter, Senior Vice-President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	DIRECT GENERAL INSURANCE AGENCY, INC., 

an Arkansas corporation 

 	 
	 	By:  	/s/ William
J. Harter	 
	 	 	William J. Harter, Senior Vice-President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	DIRECT GENERAL INSURANCE AGENCY, INC., 

a Mississippi corporation 

 	 
	 	By:  	/s/ William
J. Harter	 
	 	 	William J. Harter, Senior Vice-President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	DIRECT GENERAL INSURANCE AGENCY OF 

LOUISIANA, INC.,

a Louisiana corporation 

 	 
	 	By:  	/s/ William
J. Harter	 
	 	 	William J. Harter, Senior Vice-President 	 
	 	 	 	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	DIRECT GENERAL AGENCY OF KENTUCKY, INC., 

a Kentucky corporation 

 	 
	 	By:  	/s/ William
J. Harter	 
	 	 	William J. Harter, Senior Vice-President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	DIRECT ADJUSTING COMPANY, INC., 

a Tennessee corporation

 	 
	 	By:  	/s/ J.
Todd Hagely	 
	 	 	J. Todd Hagely, 	 
	 	 	Senior Vice-President & Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	DIRECT ADMINISTRATION, INC., 

a Tennessee corporation 

 	 
	 	By:  	/s/ J.
Todd Hagely	 
	 	 	J. Todd Hagely, 	 
	 	 	Senior Vice-President & Chief
Financial Officer 	 
	 



	 	 	 	 	 
	 	DIRECT GENERAL INSURANCE AGENCY, INC., 

a Texas corporation 

 	 
	 	By:  	/s/ William
J. Harter	 
	 	 	William J. Harter, Senior Vice-President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	DIRECT GENERAL CONSUMER PRODUCTS, INC., 

a Tennessee corporation 

 	 
	 	By:  	/s/ J.
Todd Hagely	 
	 	 	J. Todd Hagely, President 	 
	 	 	 	 
	 



GUARANTORS




S-2









 








STATE OF TENNESSEE

COUNTY OF DAVIDSON





     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally
appeared WILLIAM J. HARTER, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself (or herself) to be the Senior
Vice-President of DIRECT GENERAL CORPORATION, a Tennessee corporation, the within-named bargainor,
a corporation, and that he as such officer, being duly authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the corporation by himself as
such officer.



     WITNESS
my hand and seal at office, on this the 4th day of August, 2006.



Notary
Public /s/ Patt Coleman




My Commission Expires:




July 24,
2010






STATE OF TENNESSEE

COUNTY OF DAVIDSON




     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally
appeared WILLIAM J. HARTER, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself (or herself) to be the Senior
Vice-President of DIRECT GENERAL INSURANCE AGENCY, INC., a Tennessee corporation, the within-named
bargainor, a corporation, and that he as such officer, being duly authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of the corporation by
himself as such officer.



     WITNESS
my hand and seal at office, on this the 4th day of August, 2006.



Notary
Public /s/ Patt Coleman




My Commission Expires:




July 24,
2010




S-3









 








STATE OF TENNESSEE

COUNTY OF DAVIDSON




     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally
appeared WILLIAM J. HARTER, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself (or herself) to be the Senior
Vice-President of DIRECT GENERAL INSURANCE AGENCY, INC., an Arkansas corporation, the within-named
bargainor, a corporation, and that he as such officer, being duly authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of the corporation by
himself as such officer.



     WITNESS
my hand and seal at office, on this the 4th day of August, 2006.



Notary
Public /s/ Patt Coleman




My Commission Expires:




July 24,
2010






STATE OF TENNESSEE

COUNTY OF DAVIDSON




     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally
appeared WILLIAM J. HARTER, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself (or herself) to be the Senior
Vice-President of DIRECT GENERAL INSURANCE AGENCY, INC., a Mississippi corporation, the
within-named bargainor, a corporation, and that he as such officer, being duly authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing the name of the
corporation by himself as such officer.



     WITNESS
my hand and seal at office, on this the 4th day of August, 2006.



Notary
Public /s/ Patt Coleman




My Commission Expires:




July 24,
2010




S-4









 








STATE OF TENNESSEE

COUNTY OF DAVIDSON




     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally
appeared WILLIAM J. HARTER, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself (or herself) to be the Senior
Vice-President of DIRECT GENERAL INSURANCE AGENCY OF LOUISIANA, INC., a Louisiana corporation, the
within-named bargainor, a corporation, and that he as such officer, being duly authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing the name of the
corporation by himself as such officer.



     WITNESS
my hand and seal at office, on this the 4th day of August, 2006.



Notary
Public /s/ Patt Coleman




My Commission Expires:




July 24,
2010






STATE OF TENNESSEE

COUNTY OF DAVIDSON




     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally
appeared WILLIAM J. HARTER, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself (or herself) to be a Senior
Vice-President of DIRECT GENERAL AGENCY OF KENTUCKY, INC., a Kentucky corporation, the within-named
bargainor, a corporation, and that he as such officer, being duly authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of the corporation by
himself as such officer.



     WITNESS
my hand and seal at office, on this the 4th day of August, 2006.



Notary
Public /s/ Patt Coleman




My Commission Expires:




July 24, 2010




S-5









 








STATE OF TENNESSEE

COUNTY OF DAVIDSON




     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally
appeared J. TODD HAGELY, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself (or herself) to be a Senior
Vice-President and Chief Financial Officer of DIRECT ADJUSTING COMPANY, INC., a Tennessee
corporation, the within-named bargainor, a corporation, and that he as such officer, being duly
authorized so to do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by himself as such officer.



     WITNESS
my hand and seal at office, on this the 4th day of August, 2006.



Notary
Public /s/ Patt Coleman




My Commission Expires:




July 24,
2010






STATE OF TENNESSEE

COUNTY OF DAVIDSON




     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally
appeared J. TODD HAGELY, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself (or herself) to be a Senior
Vice-President and the Chief Financial Officer of DIRECT ADMINISTRATION, INC., a Tennessee
corporation, the within-named bargainor, a corporation, and that he as such officer, being duly
authorized so to do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by himself as such officer.



     WITNESS
my hand and seal at office, on this the 4th day of August, 2006.



Notary
Public /s/ Patt Coleman




My Commission Expires:




July 24,
2010




S-6









 








STATE OF TENNESSEE

COUNTY OF DAVIDSON




     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally
appeared WILLIAM J. HARTER, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself (or herself) to be the Senior
Vice-President of DIRECT GENERAL INSURANCE AGENCY, INC., a Texas corporation, the within-named
bargainor, a corporation, and that he as such officer, being duly authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of the corporation by
himself as such officer.



     WITNESS
my hand and seal at office, on this the 4th day of August, 2006.



Notary
Public /s/ Patt Coleman




My Commission Expires:




 July 24,
2010






STATE OF TENNESSEE

COUNTY OF DAVIDSON




     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally
appeared J. TODD HAGELY, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself (or herself) to be the President
of DIRECT GENERAL CONSUMER PRODUCTS, INC., a Tennessee corporation, the within-named bargainor, a
corporation, and that he as such officer, being duly authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the corporation by himself as
such officer.



     WITNESS
my hand and seal at office, on this the 4th day of August, 2006.



Notary
Public /s/ Patt Coleman




My Commission Expires:




July 24,
2010





S-7