a) The Subscriber has received and carefully read the Company's Confidential Private Placement Memorandum dated December 17, 1999 as the same may have been supplemented or amended on or prior to the date hereof (the "Memorandum") and acknowledges that...Subscription Agreement • May 31st, 2001 • Max Re Capital LTD
EXHIBIT 10.8 SECURITIES PURCHASE AGREEMENT ----------------------------- This SECURITIES PURCHASE AGREEMENT, dated as of December 22, 1999 (this "Agreement"), is made by and among Maximus Capital Holdings, Ltd., a corporation organized under the laws...Securities Purchase Agreement • May 31st, 2001 • Max Re Capital LTD
EXHIBIT 10.1 SHAREHOLDERS' AGREEMENT This SHAREHOLDERS' AGREEMENT (this "Agreement") is made as of December 22, 1999, by and among Max Re Capital Ltd., a company organized under the laws of Bermuda (the "Company"), Max Re Ltd., an insurance company...Shareholders' Agreement • May 31st, 2001 • Max Re Capital LTD • New York
Exhibit 10.1 =============================================================================== LETTER OF CREDIT REIMBURSEMENT AGREEMENT dated as of January 14, 2002Max Re Capital LTD • May 14th, 2002 • Fire, marine & casualty insurance • New York
ARTICLE I.Employment Agreement • May 31st, 2001 • Max Re Capital LTD • New York
ARTICLE I.Employment Agreement • May 31st, 2001 • Max Re Capital LTD • New York
DATED AS OF JUNE 13, 2003 BY AND BETWEENExchange Agreement • September 9th, 2003 • Max Re Capital LTD • Fire, marine & casualty insurance • New York
ARTICLE I.Employment Agreement • May 31st, 2001 • Max Re Capital LTD • New York
CONFORMED AMENDED AND RESTATEDAmendment Agreement • March 27th, 2002 • Max Re Capital LTD • Fire, marine & casualty insurance • New York
BYE-L A W S ofMax Re Capital LTD • May 31st, 2001
EXHIBIT 10.13 GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC. Investment Management Agreement ------------------------------- This Agreement is made as of the 1st day of May, 2000, between 1. GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC., a...Investment Management Agreement • July 6th, 2001 • Max Re Capital LTD • Fire, marine & casualty insurance • Connecticut
In the event Comp any Common Shares are issued after the final closing of the Offering, but prior to the second anniversary of the final closing of the Offering, Max Re shall, subject to any required approval of the Bermuda Monetary Authority, issue...Securities Purchase Agreement • May 31st, 2001 • Max Re Capital LTD
EXHIBIT 1 JOINT FILING AGREEMENT ---------------------- This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of common shares,...Joint Filing Agreement • September 9th, 2003 • Max Re Capital LTD • Fire, marine & casualty insurance
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of common shares, par value $1.00 per share, of Max Re Capital Ltd. is being filed on behalf of each of the undersigned. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
EXHIBIT 10.11 AMENDED AND RESTATED LETTER OF CREDIT REIMBURSEMENT AGREEMENT dated as of April 3, 2001Credit Reimbursement Agreement • May 31st, 2001 • Max Re Capital LTD • New York
MAX CAPITAL GROUP LTD. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York
This Restricted Stock Unit Agreement (the “Agreement”), effective as of the _____ day of _________, 2___ (the “Grant Date”) by and between Max Capital Group Ltd. (the “Company”), and _______________ (the “Grantee”), evidences the grant by the Company of restricted Common Share units (the “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Company’s 2008 Stock Incentive Plan, as amended, (the “Plan”). The Company and the Grantee agree as follows:
GUARANTY AGREEMENTGuaranty Agreement • September 27th, 2010 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance • New York
THIS GUARANTY AGREEMENT, dated as of the 27th day of September, 2010 (this “Guaranty”), is made by Alterra Finance LLC, a Delaware limited liability company (the “Guarantor”), in favor of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below.
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2007 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York
WHEREAS, the Company employs Executive as its Executive Vice President and Chief Financial Officer and desires to continue to retain the services of Executive and Executive desires to continue to work for and be employed by the Company in such capacity; and
ContractInvestment Management Agreement • August 6th, 2010 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance • New York
INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”), dated as of December 27, 2005, between DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a registered investment adviser organized under the laws of the State of Delaware doing business as Deutsche Asset Management (the “Manager”) and HARBOR POINT RE LIMITED, an entity organized under the laws of Bermuda (the “Client”).
ALTERRA CAPITAL HOLDINGS LIMITED 2008 STOCK INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 13th, 2012 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance
This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the [ ] day of [ ], 20[ ] (the “Grant Date”), by and between Alterra Capital Holdings Limited (the “Company”) and [Name] (the “Grantee”).
ALTERRA FINANCE LLC, as Issuer, ALTERRA CAPITAL HOLDINGS LIMITED, as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee, Paying Agent and Registrar SENIOR INDENTURE Dated as of September 1, 2010Senior Indenture • September 27th, 2010 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance • New York
THIS INDENTURE, dated as of September 1, 2010, among ALTERRA FINANCE LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”), ALTERRA CAPITAL HOLDINGS LIMITED, a company duly organized and existing under the laws of Bermuda (the “Guarantor”), and THE BANK OF NEW YORK MELLON, a corporation organized under the laws of the State of New York authorized to conduct a banking business, as Trustee (the “Trustee”), Paying Agent (the “Paying Agent”) and Registrar (the “Registrar”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2012 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance • Delaware
This EMPLOYMENT AGREEMENT is entered into as of December 14, 2005, by and between Harbor Point Services, Inc., a Delaware Corporation (the “Company”), and Tom Wafer (“Executive”).
ATERRA CAPITAL HOLDINGS LIMITED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 5th, 2010 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance • New York
This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the 1st day of March, 2010 (the “Grant Date”), by and between Alterra Capital Holdings Limited (the “Company”) and (the “Grantee”).
FOURTH AMENDED AND RESTATED LETTER OF CREDIT REIMBURSEMENT AGREEMENT dated as of June 4, 2004 among MAX RE LTD. as the Borrower, VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, ING BANK N.V., LONDON BRANCH and CITIBANK, NA as Co-Agents, and BANK OF...Letter of Credit Reimbursement Agreement • February 17th, 2005 • Max Re Capital LTD • Fire, marine & casualty insurance • New York
THIS FOURTH AMENDED AND RESTATED LETTER OF CREDIT REIMBURSEMENT AGREEMENT, dated as of June 4, 2004, is entered into by and among Max Re Ltd., a Bermuda company (the “Borrower”), various financial institutions which are parties hereto (the “Lenders”), Bank of America, National Association, as fronting bank (in such capacity, the “Fronting Bank”), Bank of America, National Association, as letter of credit administrator (in such capacity, the “LC Administrator”) and Bank of America, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDING AND RESTATING AGREEMENT RELATING TO A CREDIT FACILITY AGREEMENT DATED 13 OCTOBER 2008Facility Agreement • April 1st, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance
If the Amalgamation does not take effect, or until it takes effect, the Credit Facility Agreement shall not be amended and restated pursuant to this Agreement.
AGREEMENT AND PLAN OF MERGER between ALTERRA CAPITAL HOLDINGS LIMITED MARKEL CORPORATION and COMMONWEALTH MERGER SUBSIDIARY LIMITED Dated as of December 18, 2012Agreement and Plan of Merger • December 19th, 2012 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance
AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2012 (this “Agreement”), among Alterra Capital Holdings Limited, a Bermuda exempted limited liability company (the “Company”), Markel Corporation, a Virginia corporation (“Parent”), and Commonwealth Merger Subsidiary Limited, a Bermuda exempted company and a wholly owned subsidiary of Parent (the “Merger Sub”).
IMAGINE SYNDICATE MANAGEMENT LIMITED -and- CREDIT AGRICOLE ASSET MANAGEMENT (UK) LIMITED DISCRETIONARY INVESTMENT MANAGEMENT AGREEMENT (PROFESSIONAL CLIENT)Management Agreement • February 16th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance
DISCRETIONARY INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • February 28th, 2013 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance
EXECUTION COPY CUSIP NO. [ ] CREDIT AGREEMENT dated as of August 7, 2007 Among MAX BERMUDA LTD. And MAX CAPITAL GROUP LTD. as Borrowers, VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, ING BANK N.V., LONDON BRANCH And CITIBANK, NA As Co-Syndication...Credit Agreement • August 13th, 2007 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York
THIS CREDIT AGREEMENT, dated as of August 7, 2007, is entered into by and among Max Bermuda Ltd. (f/k/a Max Re Ltd.), a Bermuda company (“Max Bermuda”) and Max Capital Group Ltd. (f/k/a Max Re Capital Ltd.), a Bermuda company (“Parent” and, together with Max Bermuda, each a “Borrower” and collectively the “Borrowers”), various financial institutions which are parties hereto (the “Lenders”), Bank of America, National Association, as fronting bank (in such capacity, the “Fronting Bank”), Bank of America, National Association, as letter of credit administrator (in such capacity, the “LC Administrator”) and Bank of America, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
ALTERRA CAPITAL HOLDINGS LIMITED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 5th, 2010 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance • New York
This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the day of , 2 (the “Grant Date”), by and between Alterra Capital Holdings Limited (the “Company”) and (the “Grantee”).
ALTERRA CAPITAL HOLDINGS LIMITED RESTRICTED STOCK RETENTION SHARE AWARD AGREEMENTRestricted Stock • May 25th, 2010 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance • New York
This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of , 2010 (the “Grant Date”), by and between Alterra Capital Holdings Limited (the “Company”) and (the “Grantee”).
Underwriting Services Agreement by and among New Point Re Limited, Harbor Point Agency Limited, Harbor Point Limited and Harbor Point Re Limited Dated December 18, 2006Underwriting Services Agreement • August 6th, 2010 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance
The Company, the Underwriting Manager, HPL and HPRe may be referred to herein individually as a “Party” and collectively as the “Parties.”
COMPANY SHAREHOLDER VOTING AGREEMENTCompany Shareholder Voting Agreement • December 19th, 2012 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance
This Company Shareholder Voting Agreement (this “Agreement”), dated as of December 18, 2012 is entered into by and among Markel Corporation, a Virginia corporation (“Parent”), and each of the shareholders of Alterra Capital Holdings Limited, a Bermuda company (the “Company”), listed on Schedule A attached hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Agreement and Plan of Merger (as defined below).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2012 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance
WHEREAS, Harbor Point Services, Inc., a Delaware company (the “Company”), and Tom Wafer (“Executive”) are parties to that certain Employment Agreement dated as of December 14, 2005 (the “Agreement”);
INDEMNIFICATION AGREEMENT between MAX CAPITAL GROUP LTD. and [Indemnitee] INDEMNIFICATION AGREEMENTIndemnification Agreement • March 26th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance
WHEREAS the Board of Directors of the Company (the “Board”) believes that highly skilled and competent persons are becoming more reluctant to serve public companies as directors or officers unless they are provided with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to, and activities on behalf of, such companies;
CREDIT AGREEMENTCredit Agreement • December 16th, 2011 • ALTERRA CAPITAL HOLDINGS LTD • Fire, marine & casualty insurance • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 16, 2011, among ALTERRA CAPITAL HOLDINGS LIMITED, a Bermuda company (“Alterra Capital”), ALTERRA BERMUDA LIMITED, a Bermuda company (“Alterra Bermuda”), certain other Subsidiaries of Alterra Capital party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with Alterra Capital and Alterra Bermuda, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Fronting Bank and L/C Administrator.
