Exhibit 99.1 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 21, 2004, by and between LY- Endurance, LLC, located at 51 West 52nd Street, 23rd Floor, New York, NY 10019 ("Seller") and...Share Purchase Agreement • May 25th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
RECITALSShareholder Agreement • February 27th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of February 27, 2003 (the "Effective Date"), by and between Kenneth J. LeStrange (the "Executive") and Endurance Specialty Holdings Ltd., a Bermuda company (the...Employment Agreement • February 27th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
ENDURANCE SPECIALTY HOLDINGS LTD. 9,800,000 Ordinary Shares PURCHASE AGREEMENT Dated: December 2, 2004 TABLE OF CONTENTS SECTION 1. Representations and Warranties..................................................................2 (a) Representations...Purchase Agreement • December 8th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
BY AND AMONGRegistration Rights Agreement • January 28th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of December 26, 2002 (the "Execution Date") between Endurance Specialty Holdings Ltd., a Bermuda company (the "Company"), and David Cash (the...Employment Agreement • January 28th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT ENDURANCE SPECIALTY HOLDINGS LTD. Dated as of [ ]Preferred Securities Guarantee Agreement • June 15th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
CONFORMED COPY AS EXECUTED] THIRD AMENDMENT THIRD AMENDMENT (this "Amendment"), dated as of August 8, 2003, among ENDURANCE SPECIALTY HOLDINGS LTD. (the "Parent Borrower"), a company organized under the laws of Bermuda, the lending institutions listed...Term Loan Agreement • August 14th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of January 16, 2003 (the "Execution Date") between Endurance Specialty Holdings Ltd., a Bermuda company (the "Company"), and James Kroner (the...Employment Agreement • January 28th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
CONFORMED COPY PURCHASE AGREEMENTPurchase Agreement • May 21st, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
TRUST AGREEMENTTrust Agreement • May 21st, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
ANDDeposit Agreement • June 15th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
amongCredit Agreement • January 28th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
TO TrusteeJunior Subordinated Indenture • June 15th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
FORM OFPurchase Contract Agreement • June 15th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Form of Warrant Agreement for Warrants Sold Attached To Securities]Warrant Agreement • June 15th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of January 1, 2003 (the "Execution Date") between Endurance Reinsurance Corporation of America, a New York corporation (the "Company"), and Steven...Employment Agreement • January 28th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of January 7th, 2003 (the "Execution Date") between Endurance Worldwide Insurance Limited., a company organized under the laws of England (the...Employment Agreement • March 2nd, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • England
Exhibit 10.1 THIS UNDERLEASE is made in duplicate and dated the 18th day of July 2003 BETWEEN CENTRE SOLUTIONS (BERMUDA) LIMITED a company incorporated under the laws of the Islands of Bermuda ("the Landlord") of the one part and ENDURANCE SPECIALTY...Underlease • November 14th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
This Amended and Restated Employment Agreement (this “Agreement”), is dated as of January 27, 2016 and is entered into between Endurance Specialty Holdings Ltd. (the “Company”), and John Kuhn (the “Executive”).
CONFORMED COPY BILL OF SALE AND ASSIGNMENT AGREEMENTBill of Sale and Assignment Agreement • May 21st, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
AGREEMENT AND PLAN OF MERGER By and Among ENDURANCE SPECIALTY HOLDINGS LTD., SOMPO HOLDINGS, INC. and VOLCANO INTERNATIONAL LIMITED Dated as of October 5, 2016Merger Agreement • October 5th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5, 2016, among Endurance Specialty Holdings Ltd., a Bermuda exempted company (the “Company”), Sompo Holdings, Inc., a kabushiki kaisha organized under the laws of Japan (“Parent”), and Volcano International Limited, a Bermuda exempted company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”).
CONFORMED COPY QUOTA SHARE RETROCESSION AGREEMENTQuota Share Retrocession Agreement • May 21st, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • February 2nd, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
This Amended and Restated Indemnification Agreement (this “Agreement”) is made the 27th day of January, 2016 by and between Endurance Specialty Holdings Ltd., a Bermuda company (the “Company”), and John Kuhn, who serves as an officer of the Company on the date hereof (the “Indemnitee”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • June 18th, 2009 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2009, by and among, Aon Alexander & Alexander U.K. Pension Scheme with an address of c/o Aon Consulting Limited, Carnegie House, 21 Peterborough Road, Harrow, Middlesex HA1 2AJ; Aon Bain Hogg Pension Scheme with an address of c/o Xafinity Consulting, 110 Fenchurch Street, London EC3M 5JT; Aon Minet Pension Scheme with an address of c/o Aon Consulting Limited, Netherton House, 25 Marsh Street, Bristol BS1 4AQ; Aon U.K. Pension Scheme with an address of c/o Aon Consulting Limited, Briarcliff House, Kingsmead, Farnborough GU14 7TE and Jenner Fenton Slade 1980 Scheme with an address of c/o Jardine Lloyd Thompson, 1 Portsoken Street, London E1 8LN, each a pension scheme organized in the United Kingdom (individually, a “Seller” and collectively, the “Sellers”) and Endurance Specialty Holdings Ltd., an exempted company organized in Bermuda (the “Company”).
Restricted Share AgreementRestricted Share Agreement • February 26th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
THIS RESTRICTED SHARE AGREEMENT (this “Agreement”) is made by and between [Director] (“Grantee”) and Endurance Specialty Holdings Ltd., an exempted company organized under the laws of Bermuda (the “Company”), as of [Date].
PLEDGE AND SECURITY AGREEMENT Dated as of March 23, 2016 by and among ENDURANCE SPECIALTY HOLDINGS LTD., VARIOUS DESIGNATED SUBSIDIARY BORROWERS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent DEUTSCHE BANK TRUST COMPANY AMERICAS, as...Pledge and Security Agreement • March 28th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
PLEDGE AND SECURITY AGREEMENT (as amended, modified and supplemented and as in effect from time to time, this “Agreement”), dated as of March 23, 2016, by and among the undersigned Borrowers (each, a “Grantor” and, together with any other entity that becomes a Grantor hereunder pursuant to Section 10.12 hereof, the “Grantors”), Deutsche Bank Trust Company Americas, as collateral agent for the benefit of the Secured Creditors (as defined below) (in such capacity, together with any successor Collateral Agent, the “Collateral Agent”), Deutsche Bank Trust Company Americas, as Deposit Account Bank (as defined below) and securities intermediary (as such term is defined in Section 8-102 of the UCC) (in such capacity, together with any successor, the “Custodian”), and JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement (as defined below) (in such capacity, together with any successor, the “Administrative Agent”). Certain capitalized terms as used herein are defined in
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 31st, 2013 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of May 2013, between Codan Trust Company Limited solely in its capacity as trustee of a trust dated 3 April 2013 and known as The Fortis Trust (the “Trust” and in such capacity the “Investor”) and Endurance Specialty Holdings Ltd., an exempted company incorporated in Bermuda as a holding company (the “Company”).
ENDURANCE SPECIALTY HOLDINGS LTD. 6.15% Senior Notes due 2015 UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2005 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Senior Notes due 2015 to be purchased by the Underwriters are hereinafter called the “Securities.” The Securities will be issued pursuant to an Indenture dated as of July 15, 2004, as supplemented by the Second Supplemental Indenture dated as of October 18, 2005 (collectively, the “Indenture”), between the Company and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
CREDIT AGREEMENT among ENDURANCE SPECIALTY HOLDINGS LTD., VARIOUS DESIGNATED SUBSIDIARY BORROWERS, VARIOUS LENDING INSTITUTIONS, and JPMORGAN CHASE BANK, N.A. as ADMINISTRATIVE AGENT Dated as of April 19, 2012 J.P. MORGAN SECURITIES LLC, WELLS FARGO...Credit Agreement • April 20th, 2012 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
CREDIT AGREEMENT, dated as of April 19, 2012, among ENDURANCE SPECIALTY HOLDINGS LTD., a company organized under the laws of Bermuda (the “Parent Borrower”), the Designated Subsidiary Borrowers (as hereinafter defined) from time to time party hereto, the lending institutions listed from time to time on Annex I hereto (each a “Lender” and, collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.
FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • Delaware
This Amended and Restated Indemnification Agreement (this “Agreement”) is made the 5th day of October, 2016 by and between Endurance Specialty Holdings Ltd. (the “Company”), and [Executive Name], who serves as an officer of the Company on the date hereof (the “Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2010 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
THIS AGREEMENT is made the [__] day of [__], 2010 by and between Endurance Specialty Holdings Ltd., a Bermuda company (the “Company”), and [Executive], who serves as an officer of the Company on the date hereof (the “Indemnitee”).
AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENTAccount Control Agreement • May 10th, 2007 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of May 8, 2007 among each undersigned grantor (each, a “Grantor” and, together with any other entity that becomes a Grantor hereunder pursuant to Section 17 hereof, the “Grantors”), The Bank of New York, as Collateral Agent (the “Collateral Agent”), and The Bank of New York, as Custodian (the “Custodian”), (i) with which one or more deposit accounts (as defined in Section 9-102 of the UCC) as identified on Annex A attached hereto are maintained by each Grantor (with all such deposit accounts now or at any time in the future maintained by the Grantors with the Custodian as “Collateral Accounts” (as defined in the Security Agreement (as defined below)) being herein called the “Deposit Accounts” and each, a “Deposit Account”) and (ii) with which one or more securities accounts (as defined in Section 8-501 of the UCC) as identified on Annex A att
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
This Employment Agreement (this “Agreement”) is entered into as of April 30, 2004 (the “Effective Date”) between Endurance Specialty Insurance Ltd., a Bermuda company (the “Company”), and James R. Kroner (the “Executive”).
7,741,030 Ordinary Shares PURCHASE AGREEMENTPurchase Agreement • August 11th, 2005 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Certain shareholders named in Schedule A hereto (each, a "Selling Shareholder" and collectively, the "Selling Shareholders") of Endurance Specialty Holdings Ltd., an exempted company incorporated in Bermuda as a holding company (the "Company"), propose, subject to the terms and conditions stated herein, to sell to Goldman, Sachs & Co. (the "Underwriter") up to 7,741,030 ordinary shares, par value U.S. $1.00 per share, of the Company (the "Ordinary Shares"). The Underwriter shall initially purchase 3,870,515 Ordinary Shares from the Selling Shareholders (such Ordinary Shares being referred to herein as the "Initial Securities") and, conditional upon and following the delivery by it of the Resale Notice (as defined herein), shall purchase the remaining 3,870,515 Ordinary Shares (such additional Ordinary Shares being referred to herein as the "Additional Securities"), in each case subject to the terms and conditions set forth herein. The Initial Securities and the Additional Securities ar
