FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2006 • RAM Holdings Ltd. • Surety insurance
Exhibit 10.7 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (hereinafter the "Agreement") amended and restated effective ______________, 2006 by and among RAM Holdings Ltd., a Bermuda exempted company ("Holdings"), RAM Holdings...Employment Agreement • April 24th, 2006 • RAM Holdings Ltd. • Surety insurance • New York
AmongCredit Agreement • February 10th, 2006 • RAM Holdings Ltd. • New York
Exhibit 10.16 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 10th, 2006 • RAM Holdings Ltd. • New York
Exhibit 10.6 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of ____________, 2006 (hereinafter referred to as the "First Amendment"), by and among RAM Holdings Ltd., a Bermuda exempted company...Employment Agreement • April 24th, 2006 • RAM Holdings Ltd. • Surety insurance • New York
LEASELease • March 23rd, 2006 • RAM Holdings Ltd. • Surety insurance
betweenPut Option Agreement • February 10th, 2006 • RAM Holdings Ltd.
RECITALSInvestment Services Agreement • March 23rd, 2006 • RAM Holdings Ltd. • Surety insurance • New York
between RAM HOLDINGS LTD. andFiscal Agency Agreement • February 10th, 2006 • RAM Holdings Ltd. • New York
JOINT FILING AGREEMENTJoint Filing Agreement • February 7th, 2008 • RAM Holdings Ltd. • Surety insurance
Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G/A is being filed on behalf of each of the undersigned with respect to the common shares, $0.10 par value per share, of RAM Holdings Ltd.
Exhibit 10.12 PAYMENT AGREEMENT This PAYMENT AGREEMENT (the "Agreement"), dated as of June 28, 2005 (the "Effective Date"), is entered into by and between RAM Reinsurance Company Ltd. (the "Company"), RAM Holdings Ltd. and RAM Holdings II Ltd....Payment Agreement • February 10th, 2006 • RAM Holdings Ltd. • New York
REGISTRATION RIGHTS AGREEMENT by and among RAM Holdings Ltd. and Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of December 14, 2006Registration Rights Agreement • December 14th, 2006 • RAM Holdings Ltd. • Surety insurance • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 14, 2006, by and among RAM Holdings Ltd., a Bermuda exempted company (the “Company”), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchaser”), who have entered that certain Purchase Agreement (as defined below) with the Company providing for the purchase and sale of the Company’s Non-Cumulative Preference Shares, Series A (the “Initial Securities”).
RAM HOLDINGS LTD., Issuer to [ ], Trustee _________________________________ INDENTURE _________________________________ Dated as of [•], 2007 Debt SecuritiesIndenture • December 28th, 2007 • RAM Holdings Ltd. • Surety insurance • New York
INDENTURE, dated as of [•], 2007 (the “Indenture”), between RAM HOLDINGS LTD., a company duly organized and existing under the laws of Bermuda (hereinafter called the “Company”), having its principal executive office located at 46 Reid Street, Hamilton HM 12, Bermuda, and [ ], a bank duly organized and existing under the laws of the State of [ ] (hereinafter called the “Trustee”), having its Corporate Trust Office located at [ ].
Shares Common SharesUnderwriting Agreement • April 24th, 2006 • RAM Holdings Ltd. • Surety insurance • New York
FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2008 • RAM Holdings Ltd. • Surety insurance • New York
EMPLOYMENT AGREEMENT (hereinafter the “Agreement”) amended and restated effective November 11, 2008 by and among RAM HOLDINGS LTD., a Bermuda exempted company (“Holding”), RAM REINSURANCE COMPANY LTD., a Bermuda company (the “Company”), and JAMES P. GERRY (the “Executive”).
EXHIBIT 10.22 COMPREHENSIVE AUTOMATIC TREATY REINSURANCE AGREEMENT TABLE OF CONTENTSComprehensive Automatic Treaty Reinsurance Agreement • April 10th, 2006 • RAM Holdings Ltd. • Surety insurance • New York
COMMUTATION AGREEMENTCommutation Agreement • July 29th, 2008 • RAM Holdings Ltd. • Surety insurance
This Commutation Agreement (“Agreement”) is entered into as of July 25, 2008 (the “Effective Date”) by and between XL Financial Assurance Ltd., a Bermuda exempted company (“XLFA”), and RAM Reinsurance Company Ltd., a Bermuda exempted company (“RAM Re”). XLFA and RAM Re are hereinafter referred to collectively as the “Parties” and individually as a “Party”.
FORM OF RAM HOLDINGS LTD. AMENDED AND RESTATED 2006 EQUITY PLAN NOTICE OF RESTRICTED SHARE UNIT GRANT AND RESTRICTED SHARE UNIT AWARD AGREEMENT NOTICE OF RESTRICTED SHARE UNIT GRANTRestricted Share Unit Award Agreement • November 17th, 2008 • RAM Holdings Ltd. • Surety insurance
RAM Holdings Ltd., a Bermuda exempted company (“RAM”), grants to the Grantee named below restricted share units (the “RSUs”), in accordance with the terms of the RAM Holdings Ltd. Amended and Restated 2006 Equity Plan (the “Plan”) and this restricted share unit award agreement (the “Award Agreement”) on the terms set forth below:
DELISTING/DEREGISTRATION AGREEMENTDelisting/Deregistration Agreement • May 14th, 2009 • RAM Holdings Ltd. • Surety insurance • New York
THIS DELISTING/DEREGISTRATION AGREEMENT (this "Agreement"), dated as of May 12, 2009, by and among RAM HOLDINGS LTD., a company incorporated and organized under the laws of Bermuda ("Holdings"), THE PMI GROUP, INC., a Delaware corporation, PMI MORTGAGE INSURANCE CO., an Arizona insurance corporation, and HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership ("High Ridge").
ARTICLE IFinancial Guaranty Facultative Reinsurance Agreement • March 23rd, 2006 • RAM Holdings Ltd. • Surety insurance • New York
MASTER LEASEMaster Lease • November 13th, 2007 • RAM Holdings Ltd. • Surety insurance
DEMISED PREMISES: 4,590 square feet of office space consisting of two floors, Third Floor and Penthouse, RamRe House, 46 Reid Street, City of Hamilton, Bermuda
RecitalsReplacement Capital Covenant • December 14th, 2006 • RAM Holdings Ltd. • Surety insurance
elects to so provide in the terms of such securities) permit the Company to use such proceeds for other purposes and to continue to defer Distributions without a breach of its obligations under the transaction documents; and
FORM OFShareholders Agreement • March 23rd, 2006 • RAM Holdings Ltd. • Surety insurance • New York
FORM OF AMALGAMATION AGREEMENT THIS AGREEMENT is made the ____ day of ___________, 2006 BETWEEN: 1. RAM Holdings Ltd., a Bermuda exempted company having its registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda; and 2. RAM Holdings...Amalgamation Agreement • March 23rd, 2006 • RAM Holdings Ltd. • Surety insurance
Exhibit 10.13 PAYMENT AGREEMENT ----------------- This PAYMENT AGREEMENT (the "Agreement"), dated as of June 28, 2005 (the "Effective Date"), is entered into by and between RAM Reinsurance Company Ltd. (the "Company"), RAM Holdings Ltd. and RAM...Payment Agreement • February 10th, 2006 • RAM Holdings Ltd. • New York
AMENDED AND RESTATED COMMUTATION AGREEMENTCommutation Agreement • April 15th, 2009 • RAM Holdings Ltd. • Surety insurance • New York
This Amended and Restated Commutation Agreement (the “Agreement”) is entered into by and between MBIA Insurance Corporation, MBIA Assurance S.A. (now known as MBIA UK Insurance Limited), Capital Markets Assurance Corporation, and any other insurance or reinsurance company subsidiaries of MBIA Inc. (collectively, the “Company” or “MBIA”), on the one hand; and RAM Reinsurance Company Ltd. (the “Reinsurer” or “RAM Re”), on the other hand (collectively, with MBIA, the “Parties”); amends and entirely restates the Commutation Agreement by, between, and among them effective November 30, 2008; and is effective as of 30th day of November 2008 (the “Effective Date”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 28th, 2009 • RAM Holdings Ltd. • Surety insurance
ContractJoint Filing Agreement • February 14th, 2007 • RAM Holdings Ltd. • Surety insurance
The undersigned hereby agree that the Statement on Schedule 13G filed herewith with respect to the common shares of RAM Holdings Ltd. (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
RAM HOLDINGS LTD. 4,649,721 Common Shares UNDERWRITING AGREEMENT dated June 13, 2007 Banc of America Securities LLCUnderwriting Agreement • June 14th, 2007 • RAM Holdings Ltd. • Surety insurance • New York
The undersigned is an owner of record or beneficially of certain common shares of the Company (“Common Shares”) or securities convertible into or exchangeable or exercisable for Common Shares. The Company proposes to carry out a public offering of Common Shares (the “Offering”) for which you will act as the representative of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering.
