Exhibit 2.1 AMENDMENT NO. 1 (this "Amendment") dated November 14, 2006 to the Stock Purchase Agreement (the "Purchase Agreement") dated September 8, 2006 by and among Embarcadero Insurance Holdings, Inc., the shareholders of Embarcadero, CRM USA...Stock Purchase Agreement • November 14th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
PAGE ---- ARTICLE I DEFINITIONS AND INTERPRETATIONGuarantee Agreement • November 14th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
COMMON STOCKPurchase Agreement • February 1st, 2007 • CRM Holdings, Ltd. • Services-management services • New York
COMMON SHARES PAR VALUE $0.01 PER SHAREUnderwriting Agreement • March 29th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
Exhibit 2 REORGANIZATION AGREEMENT This Reorganization Agreement is entered into as of December 7, 2005 (this "Agreement") by and among: (i) CRM Holdings, Ltd., a Bermuda company ("CRM Holdings"); (ii) Compensation Risk Managers, LLC, a limited...Reorganization Agreement • January 6th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
among CRM USA Holdings Trust I, Issuer CRM USA Holdings, Inc., SponsorPlacement Agreement • November 14th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
Exhibit 10.18 EMPLOYMENT AGREEMENT -------------------- AGREEMENT, made and entered into this 8th day of September, 2006 by and between Majestic Insurance Company, a California corporation (the "COMPANY"), and John L. Sullivan ("EXECUTIVE"). W I T N E...Employment Agreement • December 29th, 2006 • CRM Holdings, Ltd. • Services-management services • California
CRM HOLDINGS, LTD. EMPLOYMENT AGREEMENT FOR ROBERT POLANSKYEmployment Agreement • December 29th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
RECITALSTax Indemnification Agreement • December 7th, 2005 • CRM Holdings, Ltd. • Services-management services • New York
Exhibit 10.16 AMENDMENT TO LOAN AGREEMENT This Amendment dated as of the 14th day of December, 2005, by and between TWIN BRIDGES (BERMUDA) LTD., a Bermuda Company whose registered office is at Cannon's Court, 22 Victoria Street, Hamilton HM 12,...Loan Agreement • December 16th, 2005 • CRM Holdings, Ltd. • Services-management services
EXHIBIT 10.12 AMENDED AND RESTATED LOAN AGREEMENT THIS AGREEMENT (as the same may be amended, restated or otherwise modified, the "Agreement") is made as of this 3rd day of October, 2005, between COMPENSATION RISK MANAGERS, LLC, a New York limited...Loan Agreement • November 8th, 2005 • CRM Holdings, Ltd. • Services-management services • New York
December 7, 2005 Sandler O'Neill & Partners L.P. As representative of the several Underwriters Listed in Schedule I to the Underwriting Agreement referenced below 919 Third Avenue 6th Floor New York, New York 10022 Ladies and Gentlemen: The...Underwriting Agreement • January 6th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
BETWEENParent Guarantee Agreement • November 14th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
Employment Agreement for Chester J. Walczyk CRM HOLDINGS, LTD. and its Subsidiaries Employment Agreement for Chester J. Walczyk EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2009 • CRM Holdings, Ltd. • Services-management services • New York
AGREEMENT, made and entered into as of the 1st day of January, 2010 (“Effective Date”) by and between CRM Holdings, Ltd., a Bermuda company (together with its subsidiaries from time to time and its successors and assigns, “CRM” or “Company”), and Chester J. Walczyk (the “Executive”).
CRM HOLDINGS, LTD. Employment Agreement for James ScardinoEmployment Agreement • May 4th, 2007 • CRM Holdings, Ltd. • Services-management services • New York
AGREEMENT, made and entered into as of the 1st day of January, 2007 (“Effective Date”) by and between CRM Holdings, Ltd., a Bermuda company (together with its subsidiaries from time to time and its successors and assigns, “CRM”), and James Scardino (the “Executive”).
ContractTermination Agreement • November 3rd, 2010 • Majestic Capital, Ltd. • Fire, marine & casualty insurance • New York
AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 7th, 2006 • CRM Holdings, Ltd. • Services-management services
This Amendment dated as of the 30th day of June, 2006, by and between COMPENSATION RISK MANAGERS, LLC., a New York limited liability company with offices at 112 Delafield Street, Poughkeepsie, New York 12601 (“Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association with offices at 4910 Tiedeman Road, OH-01-51-0541, Brooklyn, Ohio 44144 (“Lender”) to that certain Amended and Restated Loan Agreement dated October 3, 2005 between Borrower and Lender (the “Agreement”).
ContractLoan Agreement • June 15th, 2007 • CRM Holdings, Ltd. • Services-management services
ContractMerger Agreement • September 21st, 2010 • Majestic Capital, Ltd. • Fire, marine & casualty insurance • New York
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND AMALGAMATIONAgreement and Plan of Merger and Amalgamation • November 3rd, 2010 • Majestic Capital, Ltd. • Fire, marine & casualty insurance
AMENDMENT NO. 1, dated as of October 13, 2010 (this “Amendment”), to the Agreement and Plan of Merger and Amalgamation, dated as of September 21, 2010 (the “Agreement”), among Bayside Capital Partners LLC, a Delaware limited liability company, Majestic Acquisition Corp., a Delaware corporation, and Majestic Capital, Ltd., a Bermuda company. Each capitalized term used and not otherwise defined herein shall have the meaning given such term in the Agreement. The Parties desire to amend the Agreement to modify certain time frames for their performance of certain obligations thereunder. Except as expressly set forth herein, the Agreement continues unmodified and in full force and effect in accordance with its terms. The Parties, intending to be legally bound, agree that, notwithstanding anything contained in Section 6.01(b) or 6.04(c) or any other provision of the Agreement to the contrary, (x) the Company shall have until November 5, 2010 to prepare and file the Proxy Statement with the SE
THIRD AMENDMENT TO LEASELease Agreement • September 16th, 2010 • Majestic Capital, Ltd. • Fire, marine & casualty insurance
THIS THIRD AMENDMENT TO LEASE (“Amendment”) is entered into as of the 1st day of September, 2010 (the “Effective Date”), by and between OAKWOOD PARTNERS, L.LC., a New York limited liability company (“Landlord”), and MAJESTIC USA CAPITAL, INC., formerly known as CRM USA HOLDINGS, INC., a Delaware corporation (“Tenant”).
MAJESTIC CAPITAL, LTD., as Parent Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee SUPPLEMENTAL INDENTURE Dated as of March 3, 2011 to INDENTURE Dated as of November 14, 2006 Between MAJESTIC USA CAPITAL, INC....Supplemental Indenture • March 3rd, 2011 • Majestic Capital, Ltd. • Fire, marine & casualty insurance • New York
AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 7th, 2006 • CRM Holdings, Ltd. • Services-management services
This Amendment dated as of the 30th day of June, 2006, by and between TWIN BRIDGES (BERMUDA) LTD., a Bermuda Company whose registered office is at Cannon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association with offices at 4910 Tiedeman Road, OH-01-51-0541, Brooklyn, Ohio 44144 (“Lender”) to that certain Amended and Restated Loan Agreement dated October 3, 2005 between Borrower and Lender, as Amended in December 2005 (the “Agreement”).
SEPARATION AGREEMENTSeparation Agreement • December 28th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
AGREEMENT (“Agreement”), dated as of December 19, 2006 between CRM Holdings, Ltd., a Bermuda company (together with its subsidiaries from time to time and its successors and assigns, the “Company”), and Martin D. Rakoff (the “Executive”).
SEPARATION AGREEMENTSeparation Agreement • March 16th, 2009 • CRM Holdings, Ltd. • Services-management services • New York
AGREEMENT (the “Agreement”), dated as of March 13, 2009 between CRM Holdings, Ltd., a Bermuda company (together with its subsidiaries from time to time and its successors and assigns, the “Company”), and Daniel G. Hickey, Jr. (the “Executive”).
AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 7th, 2006 • CRM Holdings, Ltd. • Services-management services
This Amendment dated as of the 30th day of June, 2006, by and between TWIN BRIDGES (BERMUDA) LTD., a Bermuda Company whose registered office is at Cannon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association with offices at 4910 Tiedeman Road, OH-01-51-0541, Brooklyn, Ohio 44144 (“Lender”) to that certain Amended and Restated Loan Agreement dated October 3, 2005 between Borrower and Lender, as Amended in December 2005 (the “Agreement”)
to WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY PROPORTIONAL REINSURANCE AGREEMENT NYM-01/03 (hereinafter referred to as the "Agreement") betweenInterest and Liabilities Contract • September 19th, 2005 • CRM Holdings, Ltd.
AMENDMENT TO LOAN AGREEMENTLoan Agreement • June 15th, 2007 • CRM Holdings, Ltd. • Services-management services
This Amendment dated as of the 12th day of June, 2007, by and between COMPENSATION RISK MANAGERS, LLC., a New York limited liability company with offices at 112 Delafield Street, Poughkeepsie, New York 12601 (“Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association with offices at 4910 Tiedeman Road, OH-01-51-0541, Brooklyn, Ohio 44144 ("Lender") to that certain Amended and Restated Loan Agreement dated October 3, 2005 between Borrower and Lender (the “Agreement”).
License and Service AgreementLicense and Service Agreement • November 7th, 2008 • CRM Holdings, Ltd. • Services-management services
This License and Service Agreement (“Agreement”) is entered into as of August 27, 2008 (“Effective Date”) by and between Fiserv Insurance Solutions, Inc. with offices located at 475 14th Street, Oakland, California 94612 (“Fiserv”), and Majestic Insurance Company (“Client”), on behalf of itself and its Affiliates and Subsidiaries (as those terms are defined herein) with offices located at 2515 South Road, Poughkeepsie, New York 12601. Trident IV Funds, an affiliate of Stone Point Capital, owns approximately 51% of Insurance Solutions Holdings, Inc., which is the ultimate parent of Fiserv.
STOCK PURCHASE AGREEMENT By and Among Embarcadero Insurance Holdings, Inc. The Shareholders of Embarcadero Insurance Holdings, Inc. CRM USA Holdings Inc. - and - CRM Holdings, Ltd. Dated September 8, 2006Stock Purchase Agreement • September 11th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
This Stock Purchase Agreement (this “Agreement”) is made and entered into this 8th day of September, 2006, by and among Embarcadero Insurance Holdings, Inc., a California corporation (“Embarcadero”), the shareholders of Embarcadero listed on Schedule I (individually, a “Seller,” and collectively, “Sellers”); CRM USA Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”); and CRM Holdings, Ltd., an exempted holding company incorporated under the laws of Bermuda (“Parent”).
COMMON SHARES PAR VALUE $0.01 PER SHAREUnderwriting Agreement • December 7th, 2005 • CRM Holdings, Ltd. • Services-management services • New York
SETTLEMENT AGREEMENTSettlement Agreement • June 2nd, 2008 • CRM Holdings, Ltd. • Services-management services
Settlement Agreement, dated as of the 2nd day of June, 2008, between the New York State Workers’ Compensation Board (the “WCB”) and Compensation Risk Managers, LLC (“CRM”).
