JUNIOR SUBORDINATED INDENTURE between FLAGSTONE FINANCE S.A., as Issuer, FLAGSTONE REINSURANCE HOLDINGS LIMITED, as Guarantor, and WILMINGTON TRUST COMPANY, as TrusteeJunior Subordinated Indenture • June 14th, 2007 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
JUNIOR SUBORDINATED INDENTURE, dated as of June 8, 2007, between FLAGSTONE FINANCE S.A., a Luxembourg company (the “Company”), FLAGSTONE REINSURANCE HOLDINGS LIMITED, a Bermuda company (the “Guarantor”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
ContractWarrant Agreement • March 2nd, 2011 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance • Luxembourg
NEITHER THIS WARRANT NOR THE SHARES OF FLAGSTONE REINSURANCE HOLDINGS, S.A. (THE “COMPANY”) ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER OF THIS WARRANT HAS AGREED THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS WARRANT EXCEPT TO AFFILIATES AND THAT NO SALE, PLEDGE OR OTHER TRANSFER OF THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.
FLAGSTONE RÉASURANCE SUISSE SA (BERMUDA BRANCH) and GUY EDWARD BURLING SWAYNE EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2012 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance
THIS AGREEMENT is made as of the 25th Day of August, 2011 between Flagstone Réassurance Suisse SA (Bermuda Branch), a Bermuda registered permit company whose principal office is situated at Crawford House, 23 Church Street, Hamilton HM 11, Bermuda (the “Company”); and Guy Edward Burling Swayne of Bermuda (the “Employee”). This agreement supersedes any other previously dated agreements made between the Employee and the Company or any of its affiliates.
Flagstone Reinsurance Holdings Limited and David BrownEmployment Agreement • October 24th, 2006 • Flagstone Reinsurance Holdings LTD
THIS AGREEMENT is made as of the 15 day of October, 2006 between Flagstone Reinsurance Holdings Limited, a Bermuda exempted company whose registered office is situated at Crawford House, 23 Church Street, Hamilton HM 11, Bermuda (the "Company"); and David Brown of Waters Edge, 15 Tuckers Town Road, Tuckers Town HS02, Bermuda (the "Employee").
PLEDGE AGREEMENTPledge Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
PLEDGE AGREEMENT, dated as of 28 August 2006, (this “Agreement”) made among FLAGSTONE REINSURANCE LIMITED, a company organized and existing under the laws of Bermuda (the “Pledgor” and Citibank Ireland Financial Services plc (the “Pledgee”).
and BRENTON SLADE EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
THIS AGREEMENT is made as of the 23rd Day of September, 2008 between Flagstone Réassurance Suisse SA (Bermuda), a Bermuda registered permit company whose principal office is situated at Crawford House, 23 Church Street, Hamilton HM 11, Bermuda (the “Company”); and Brenton Slade of “Whaleview”, 2-31 Whaling Hill, Southampton, SB03, Bermuda (the “Employee”). This agreement supersedes any other previously dated agreements made between the Employee and the Company or any of its affiliates.
DATED 10th FEBRUARY 2006 EYE PATCH HOLDINGS LIMITED ( “The Lessor” ) GIBBONS MANAGEMENT SERVICES LIMITED ( “The Agent” ) - and - WEST END CAPITAL MANAGEMENT (BERMUDA) LIMITED (“The Lessee”) LEASE Relating to Second/Third Floor, Crawford House Church...Lease • September 15th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
In consideration of the Rent hereinafter reserved and the covenants and conditions on the part of the Lessee hereinafter contained the Lessor hereby demises to the Lessee ALL THAT the Demised Premises TOGETHER WITH the easements rights and privileges mentioned in the First Schedule hereto but subject to the exceptions and reservations mentioned in the Second Schedule hereto TO HOLD the Demised Premises unto the Lessee for the Term YIELDING AND PAYING to the Lessor the Rent.
Facultative/Obligatory Surplus Reinsurance Contract Effective: January 1, 2007Reinsurance Contract • February 14th, 2007 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
QUOTA SHARE REINSURANCE TREATY (Hereinafter referred to as “the Agreement”) Between Mont Fort Re Limited in respect of if segregated account, designated as ILW 2 Cell (Hereinafter referred to as “the Company”) And Flagstone Reinsurance Limited...Quota Share Reinsurance Treaty • February 14th, 2007 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
The Company shall cede to the Reinsurer and the Reinsurer shall accept from the Company an 8.33% quota share participation of the net retained insurance liability of the Company with respect to business designated as ILW 2 Cell.
FLAGSTONE RÉASURANCE SUISSE SA (BERMUDA) and GARY PRESTIA EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
THIS AGREEMENT is made as of the 26th Day of August, 2008 between Flagstone Réassurance Suisse SA (Bermuda), a Bermuda registered permit company whose principal office is situated at Crawford House, 23 Church Street, Hamilton HM 11, Bermuda (the “Company”); and Gary Prestia of Apt 404, #5 Parliament Street, Hamilton, HM12, Bermuda (the “Employee”). This agreement supersedes any other previously dated agreements made between the Employee and the Company or any of its affiliates.
ACCOUNT CONTROL AGREEMENT June 5, 2009Account Control Agreement • June 11th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
BNP Paribas (the “Secured Party”); Flagstone Reassurance Suisse, S.A. (the “Customer”); and JPMORGAN CHASE BANK, N.A. (in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC, the “Bank”) hereby agree as follows:
FLAGSTONE REINSURANCE HOLDINGS LIMITED 13,000,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 27th, 2007 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
David Flitman c/o Flagstone Reinsurance Holdings, S.A. 65, Avenue de la GareSeparation Agreement • November 27th, 2012 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance
DATED APRIL 2012 FLAGSTONE (GIBRALTAR) LIMITED AND ANV RISK BV SHARE PURCHASE AGREEMENT relating to the sale and purchase of shares in Flagstone Holdings (UK) LimitedShare Purchase Agreement • August 7th, 2012 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance
EXECUTION COPY SHARE PURCHASE AGREEMENT by and between MARK BYRNE and FLAGSTONE LEASING SERVICES LIMITED As of August 22, 2007Share Purchase Agreement • September 15th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
THIS AGREEMENT (the “Agreement”), dated as of August 22, 2007, is made and entered into by and between Mark Byrne (the “Seller”) and Flagstone Leasing Services Limited, a Bermuda exempted company (the “Purchaser”). The Seller and the Purchaser are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Flagstone Reinsurance Holdings Ltd. has joined in this Agreement for the sole purpose of acknowledging its obligation to provide the Guarantee required by Section 9.1 below.
Insurance Letters of Credit – Master Agreement Form 3/CEPInsurance Letters of Credit – Master Agreement • May 4th, 2010 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
Employment Agreement betweenEmployment Agreement • March 2nd, 2011 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance
ContractEmployment Agreement • March 13th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
THIS AMENDMENT AGREEMENT is made as of the 1st Day of July, 2008 and is supplemental to the Employment Agreement made as of 9th Day of April, 2008, made by and among Flagstone Reassurance Suisse SA (the “Company”) and Patrick Boisvert (the “Employee”) (the “Original Agreement”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 19th, 2010 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of May 17, 2010, among FLAGSTONE FINANCE S.A., a Luxembourg company (the “Company”), FLAGSTONE REINSURANCE HOLDINGS, S.A., a Luxembourg company (“Flagstone (Luxembourg)” or the “Successor Guarantor”) (as successor to FLAGSTONE REINSURANCE HOLDINGS LIMITED, a Bermuda company (“Flagstone (Bermuda)” or the “Guarantor”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the indenture referred to below (the “Trustee”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • California
This Investment Management Agreement (“Agreement”) is entered into this 6th day of January, 2006, between Flagstone Reinsurance Limited, a Bermuda exempted company (“Company”) and Pacific Investment Management Company LLC, a Delaware limited liability company (“Manager”), with reference to the following facts:
ADDENDUM TO CONTRACT OF EMPLOYMENTContract of Employment • March 13th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
Between Flagstone Alliance Insurance and Reinsurance PLC (f.k.a. Alliance International Reinsurance Public Company Limited) of Lophitis Business Center, 28th October Street, CY-3035, Limassol, Cyprus (hereinafter called the “Employer” or the “Company”) of the one part
PLEDGE AGREEMENTPledge Agreement • May 4th, 2010 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • Luxembourg
PLEDGE AGREEMENT, dated as of 28th April 2010, (this “Agreement”) made among Flagstone Capital Management Luxembourg SICAF – FIS a company organized and existing under the laws of Luxembourg whose address of its registered or principal office is at 37 Val St. André, L-1128 Luxembourg (the “Pledgor”), and CITIBANK EUROPE PLC (the “Pledgee”).
RE: Agreement to Lease Amendment (the “Agreement”) Between Crombie Developments Limited (the “Landlord”) and Flagstone Management Services (Halifax) Limited (the “Tenant”) 7th Floor, Cogswell Tower, 2000 Barrington Street, Halifax, Nova Scotia (“the...Agreement to Lease Amendment • March 13th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
We are pleased to propose the following for presentation to your client, Flagstone Management Services (Halifax) Limited for premises at 7th Floor, Cogswell Tower, 2000 Barrington Street, Halifax, Nova Scotia.
INVESTMENT MANAGER AGREEMENTInvestment Manager Agreement • March 14th, 2007 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
THIS AGREEMENT, made as of the 15th day of November, 2006, by and between Flagstone Reinsurance Limited (hereinafter called the "Company") and BlackRock (through its subsidiary BlackRock Financial Management, Inc., hereinafter called the "Manager").
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • England
THIS AGREEMENT is made as of the 1st of December, 2008 between Marlborough Underwriting Agency Limited, a limited liability company incorporated in London whose registered office is at 20 Birchin Lane, London; and Thomas Bolt of Flat 7 , 7 Egerton Place, London, England SW3 2EF.
SECURITIES ACCOUNT CONTROL AGREEMENT March 5, 2009Securities Account Control Agreement • March 11th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
BARCLAYS BANK PLC (the Secured Party”); FLAGSTONE RÉASSURANCE SUISSE SA (the “Customer”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the “Bank”) hereby agree as follows:
Flagstone Reinsurance Holdings, S.A.Share and Warrant Purchase Agreement • March 2nd, 2011 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance
ContractEmployment Agreement • March 13th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
THIS AMENDMENT AGREEMENT is made as of the 1st Day of December, 2007 and is supplemental to between the Employment Agreement made as of 17th Day of April, 2007, made by and among Flagstone Reassurance Suisse SA (the “Company”) and Frederic Traimond (the “Employee”) (the “Original Agreement”).
SECURITY PURCHASE AGREEMENTSecurity Purchase Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
THIS SHARE PURCHASE AGREEMENT, dated as of March 14, 2006 (this “Agreement”), is between Flagstone Reinsurance Bermuda Limited, a Bermuda reinsurance company (the “Buyer”) and the persons listed on Exhibit A hereto (collectively, the “Securityholders”).
BARCLAYS BANK PLC FLAGSTONE CAPITAL MANAGEMENT LUXEMBOURG SICAF - FIS ACCOUNT CONTROL AGREEMENTAccount Control Agreement • September 6th, 2011 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance • Luxembourg
BARCLAYS BANK PLC, a public limited company organised and existing under the laws of England and Wales (the “Secured Party”);
6th March, 2006 Mr. David Brown, Director Flagstone Reinsurance Holdings LimitedShare Transfer Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
200,000,000 Multicurrency Letter of Credit Facility Agreement Dated 31 August 2011 FLAGSTONE RÉASSURANCE SUISSE SA (as Borrower) (1) FLAGSTONE CAPITAL MANAGEMENT LUXEMBOURG SICAF-FIS (as Collateral Provider) (2) BARCLAYS BANK PLC (as Issuing Bank) (3)Multicurrency Letter of Credit Facility Agreement • September 6th, 2011 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance • England and Wales
THIS AGREEMENT is dated 31 August 2011 and made between: (1) FLAGSTONE RÉASSURANCE SUISSE SA (company number CH-621.3.007.041-9), a company incorporated in Switzerland whose registered office is at 1, rue du Collège, CH-1920 Martigny, Switzerland as borrower (the “Borrower”); and (2) FLAGSTONE CAPITAL MANAGEMENT LUXEMBOURG SICAF-FIS a public limited liability company (société anonyme) incorporated under the laws of Luxembourg qualifying as a specialised investment fund (fonds d’investissement spécialisé), having its registered office at 37, Val St André, L-1128 Luxembourg, registered with the Luxembourg trade and companies register under number B141.810, ( (the “Collateral Provider”); and (3) BARCLAYS BANK PLC as issuing bank (the “Issuing Bank”).
AMENDMENT TO CONTRACT OF EMPLOYMENTContract of Employment • March 13th, 2009 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
GENERAL RELEASE AND SETTLEMENT AGREEMENTGeneral Release and Settlement Agreement • August 3rd, 2010 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance
This General Release and Settlement Agreement (hereinafter “Agreement”) is entered into as of the 21st day of May 2010 between (i) Mark J. Byrne (hereinafter “Byrne”) of Roughill, 6 Long Lane, Hamilton Parish, Bermuda and (ii) Flagstone Holdings (Bermuda) Limited (together with its parent(s), subsidiaries and affiliated companies and entities, and its and their respective shareholders, investors, predecessors, successors, assigns, officers, directors, employees and agents, hereinafter “Flagstone”). Byrne and Flagstone are collectively referred to herein as the “Parties”.
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholder Agreements • May 19th, 2010 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) of Flagstone Reinsurance Holdings, S.A., a Luxembourg company (the “Company”) amends, restates and replaces the Amended and Restated Shareholders’ Agreement (the “Prior Agreement”), dated as of November 15, 2006, between Flagstone Reinsurance Holdings Limited (the Bermuda predecessor to the Company) and the investors listed on Exhibit A thereto (the “Shareholders”), pursuant to Section 6.4 of the Prior Agreement which permits the Company to make the amendments contained herein.
