AmTrust Financial Services, Inc. 5,000,000 Depositary Shares Each Representing 1/40th Interest in a Share of 7.75% Non-Cumulative Preferred Stock, Series E UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2016 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
This material is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these securities. The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC at (866) 718-1649, UBS Securities LLC at (888) 827-7275 or Wells Fargo Securities, LLC at (800) 645-3751.
DEPOSIT AGREEMENT dated as of September 27, 2016 among AMTRUST FINANCIAL SERVICES, INC., a Delaware corporation, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Depositary, AND THE HOLDERS FROM TIME TO TIME...Deposit Agreement • September 27th, 2016 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Non-Cumulative Preferred Stock, Series F, $0.01 par value per share, $1,000 liquidation preference per share, of the Company from time to time with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts by the Depositary evidencing Depositary Shares in respect of the Stock so deposited (capitalized terms used herein shall have the meaning assigned to them in Article I below); and
AmTrust Financial Services, Inc. 10,000,000 Depositary Shares Each Representing 1/40th Interest in a Share of 6.95% Non-Cumulative Preferred Stock, Series F UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2016 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
The information in this pricing term sheet relates only to the Offering and should be read together with the preliminary prospectus supplement dated September 20, 2016 to the prospectus dated June 11, 2015, relating to the Offering, including the documents incorporated by reference therein (the “Preliminary Prospectus Supplement”). The information in this pricing term sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information contained therein. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2010 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
THIS EMPLOYMENT AGREEMENT dated as of March 1, 2010 (the “Effective Date”), by and between AmTrust Financial Services, Inc., 59 Maiden Lane, 6th Floor, New York, New York, a Delaware corporation (the “Company”) and Ronald E. Pipoly, Jr., an individual residing at 6571 Deer Haven Drive, Concord, Ohio 44077 (“Executive”).
QUOTA SHARE REINSURANCE AGREEMENT BETWEEN AMTRUST INTERNATIONAL INSURANCE, LTD HAMILTON, BERMUDA (hereinafter referred to as the “Company”) AND MAIDEN INSURANCE COMPANY, LTD HAMILTON, BERMUDA (hereinafter referred to as the “Reinsurer”)Quota Share Reinsurance Agreement • September 19th, 2007 • Amtrust Financial Services, Inc. • Insurance agents, brokers & service • New York
CREDIT AGREEMENT dated as of January 28, 2011 among AMTRUST FINANCIAL SERVICES, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent THE BANK OF NOVA SCOTIA as Syndication Agent and SUNTRUST BANK as Documentation Agent J.P....Credit Agreement • January 31st, 2011 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
CREDIT AGREEMENT (this “Agreement”) dated as of January 28, 2011 among AMTRUST FINANCIAL SERVICES, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, The Bank of Nova Scotia, as Syndication Agent and SunTrust Bank, as Documentation Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • June 12th, 2006 • Amtrust Financial Services, Inc. • New York
THIS EMPLOYMENT AGREEMENT dated as of December 1, 2005 (the “Effective Date”), by and between AmTrust North America, Inc., 59 Maiden Lane, 6th Floor, New York, New York, a Delaware corporation (the “Company”) and Ronald E. Pipoly, Jr., an individual residing at 6571 Deer Haven Drive, Ohio 44077 (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 12th, 2006 • Amtrust Financial Services, Inc. • New York
This Agreement, made and entered into as of this 7th day of March, 2006 (“Agreement”), among and between AmTrust Financial Services, Inc., a Delaware corporation (the “Company”), and the individual listed on the signature page hereof (the “Indemnitee”);
ENDORSEMENT NO. 1 to the AMENDED AND RESTATED QUOTA SHARE REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) BETWEEN AMTRUST INTERNATIONAL INSURANCE, LTD. HAMILTON, BERMUDA (hereinafter referred to as the “Company”) AND MAIDEN...Quota Share Reinsurance Agreement • August 4th, 2011 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
IT IS HEREBY AGREED, effective as of 12:01 a.m., Eastern Standard Time, April 1, 2011, Paragraph A. of ARTICLE XXI – TERM AND TERMINATION shall be deleted in its entirety and the following substituted therefor:
MASTER SERVICES AGREEMENTMaster Services Agreement • March 15th, 2012 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • North Carolina
This Master Services Agreement (this “Agreement”), dated February 22, 2012, is made by and between AmTrust North America, Inc., having its principal place of business at 5800 Lombardo Center, Cleveland, Ohio 44131 (“AmTrust”), and GMAC Insurance Management Corporation, having its principal place of business at 500 West Fifth Street, Winston-Salem, NC 27101-2728 (“GMACI”).
PERSONAL AND COMMERCIAL AUTOMOBILE QUOTA SHARE REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) betweenReinsurance Agreement • March 15th, 2011 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • North Carolina
The Reinsurer hereby reinsures the Company to the extent and on the terms and conditions and subject to the exceptions, exclusions and limitations hereinafter set forth.
CREDIT AGREEMENT dated as of September 15, 2014 by and among ACP RE LTD., LONDON ACQUISITION COMPANY LIMITED, ACP RE HOLDINGS, LLC, THE LENDERS PARTY HERETO and AMTRUST FINANCIAL SERVICES, INC. as Administrative AgentCredit Agreement • September 17th, 2014 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
CREDIT AGREEMENT (this “Agreement”) dated as of September 15, 2014, by and among ACP RE LTD., a Bermuda exempted company (“ACP”), LONDON ACQUISITION COMPANY LIMITED, a Bermuda exempted company and wholly‑owned subsidiary of ACP (“Merger Sub” and, together with ACP, collectively, the “Borrower”), ACP RE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and owner of 100% of the Equity Interests (as defined below) of ACP, as a Guarantor, the LENDERS from time to time party hereto, and AMTRUST FINANCIAL SERVICES, INC., a Delaware corporation, as Administrative Agent.
AMTRUST FINANCIAL SERVICES, INC. 2010 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • August 9th, 2017 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
AmTrust Financial Services, Inc., a Delaware corporation, (the “Company”), hereby grants restricted stock units (“RSUs”) relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Grantee (“you”, or the “Grantee”), subject to the vesting conditions set forth in this Agreement. This grant is subject to the terms and conditions set forth in (i) this Agreement, and (ii) the 2010 Omnibus Incentive Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT by and between: AMTRUST FINANCIAL SERVICES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Dated: February 3 , 2006Transfer Agency and Registrar Services Agreement • August 25th, 2006 • Amtrust Financial Services, Inc. • Insurance agents, brokers & service • New York
This Transfer Agency and Registrar Services Agreement (the “Agreement”), dated as of February 3, 2006 is between AmTrust Financial Services, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, a New York corporation (“AST”).
MASTER AGREEMENTMaster Agreement • August 14th, 2007 • Amtrust Financial Services, Inc. • Insurance agents, brokers & service • New York
This Agreement (“Agreement”) is made this 3rd day of July, 2007 by and between AmTrust Financial Services, Inc., a Delaware Corporation (“AmTrust”), and Maiden Holdings, Ltd., a Bermuda corporation (“Maiden Holdings”).
AMENDED AND RESTATED COMMERCIAL LINES MASTER AGREEMENT BY AND BETWEEN ACP RE, LTD AND AMTRUST FINANCIAL SERVICES, INC. DATED AS OF JULY 23, 2014Commercial Lines Master Agreement • August 11th, 2014 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
This AMENDED AND RESTATED COMMERCIAL LINES MASTER AGREEMENT is made as of July 23, 2014 (this "Agreement"), by and between ACP Re Ltd ("ACP"), a Bermuda exempted company, and AmTrust Financial Services, Inc. ("AmTrust"), a Delaware corporation.
AMTRUST FINANCIAL SERVICES, INC.Non-Qualified Stock Option Agreement • November 9th, 2011 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
Your stock option grant by AmTrust Financial Services, Inc. (the “Company”) is subject to the terms and conditions set forth in (i) this Award Agreement, and (ii) the AmTrust Financial Services, Inc. 2010 Omnibus Incentive Plan (the “Plan”) Unless otherwise defined herein, capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
ASSET PURCHASE AND LICENSE AGREEMENTAsset Purchase and License Agreement • September 18th, 2017 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
AMTRUST NORTH AMERICA, INC., a Delaware corporation, with a business address of 800 Superior Avenue, Cleveland, Ohio 44114 (“AMTRUST” or “SELLER”); and
ENDORSEMENT NO. 2 to the AMENDED AND RESTATED QUOTA SHARE REINSURANCE AGREEMENT (hereinafter referred to as the ‘Agreement”) BETWEEN AMTRUST INTERNATIONAL INSURANCE, LTD. HAMILTON, BERMUDA (hereinafter referred to as the “Company”) AND MAIDEN...Quota Share Reinsurance Agreement • March 11th, 2013 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
IT IS HEREBY AGREED, effective as of 12:01 a.m., Eastern Standard Time, January 1, 2013, Paragraph C of ARTICLE VI – PREMIUM AND CEDING COMMISSION shall be deleted in its entirety and the following substituted therefor:
ADDENDUM NO. 2 TO QUOTA SHARE REINSURANCE AGREEMENTQuota Share Reinsurance Agreement • June 13th, 2008 • Amtrust Financial Services, Inc. • Insurance agents, brokers & service • New York
THIS ADDENDUM NO. 2 (this “Addendum”) to the Quota Share Reinsurance Agreement (the “Agreement”), effective as of July 1, 2007, by and between AMTRUST INTERNATIONAL INSURANCE, LTD, of Hamilton, Bermuda (the “Company”) and MAIDEN INSURANCE COMPANY, LTD, of Hamilton, Bermuda (the “Reinsurer”), is made and entered into as of June 1, 2008 (the “Effective Time”) by and between the Company and the Reinsurer.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 7th, 2018 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • Delaware
Amendment No. 1, dated as of June 6, 2018 (this “Amendment”), to the Agreement and Plan of Merger, dated as of March 1, 2018 (the “Agreement”), by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), Evergreen Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and AmTrust Financial Services, Inc., a Delaware corporation (the “Company”).
Dated 31 October 2012 (1) ALLY INSURANCE HOLDINGS, INC.(2) IGI GROUP LIMITED(3) ALLY FINANCIAL INC. SALE AND PURCHASE AGREEMENT relating to the sale of Car Care Plan (Holdings) LimitedSale and Purchase Agreement • March 1st, 2013 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
AmTrust Financial Services, Inc. 3,200,000 Depositary Shares Each Representing 1/40th Interest in a Share of 7.625% Non-Cumulative Preferred Stock, Series C UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2014 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
This material is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these securities. The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC at 1-866-718-1649 or UBS Securities LLC at 877-827-6444 (ext. 561-3884).
AMTRUST FINANCIAL SERVICES, INC.Restricted Stock Agreement • November 9th, 2011 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
AmTrust Financial Services, Inc. a Delaware corporation, (the “Company”), hereby grants restricted stock (“Restricted Stock”) relating to shares of its common stock, $.01 par value, (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in this Agreement. This grant is subject to the terms and conditions set forth in (i) this Agreement, and (ii) the 2010 Omnibus Incentive Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
AmTrust Financial Services, Inc. Purchase AgreementPurchase Agreement • August 15th, 2013 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
AmTrust Financial Services, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $250,000,000 principal amount of the 6.125% Senior Notes due 2023 (the “Securities”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2013 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
This Second Amendment (the “Amendment”), dated as of March 22, 2013, to the Employment Agreement dated January 1, 2005, as amended on October 6, 2010 (the “Agreement”) is made by and between AmTrust Financial Services, Inc., 59 Maiden Lane, 6th floor, New York, New York, a Delaware corporation (the “Company”) and Barry D. Zyskind (“Executive”).
AMENDMENT NO. 2 Dated as of April 8, 2015 to CREDIT AGREEMENT Dated as of September 12, 2014Credit Agreement • April 13th, 2015 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 2 (“Amendment”) is made as of April 8, 2015 and shall, upon satisfaction of the conditions precedent set forth in Section 2 below be effective as of the date hereof (the “Amendment No. 2 Effective Date”) by and among AmTrust Financial Services, Inc., a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of September 12, 2014, by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
AMENDING AGREEMENT RELATING TO A CREDIT FACILITY AGREEMENT [Hogan Lovells Logo]Amendment to Facility Agreement • August 9th, 2016 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • London
THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 OF THE AMENDED FACILITY AGREEMENTCredit Facility Agreement • October 26th, 2018 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
AMENDMENT NO. 5 Dated as of May 12, 2016 to CREDIT AGREEMENT Dated as of September 12, 2014Credit Agreement • May 12th, 2016 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 5 (“Amendment”) is made as of May 12, 2016 and shall, upon satisfaction of the conditions precedent set forth in Section 2 below be effective as of the date hereof (the “Amendment No. 5 Effective Date”) by and among AmTrust Financial Services, Inc., a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of September 12, 2014, by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
FIRST LEASE MODIFICATION AGREEMENTLease Modification Agreement • July 25th, 2006 • Amtrust Financial Services, Inc. • Insurance agents, brokers & service
FIRST LEASE MODIFICATION AGREEMENT (the “Modification Agreement”) made as of the _____ day of February, 2005, by and between 59 MAIDEN LANE ASSOCIATES, LLC, a New York limited liability company, having and address at c/o AmTrust Realty Corp., 250 Broadway, New York, New York 10007 (the "Landlord"), and AMTRUST FINANCIAL SERVICES, INC., a New York corporation having an office at 59 Maiden Lane, New York, New York 10038 (the "Tenant").
ENDORSEMENT NO. 2 to the Quota Share Reinsurance Contract (hereinafter referred to as the “Contract”) between AmTrust Europe Limited, Nottingham, England and/or AmTrust International Underwriters Limited, Eire (hereinafter collectively referred to as...Quota Share Reinsurance Contract • August 9th, 2012 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
CREDIT AGREEMENT dated as of November 29, 2018 among AMTRUST FINANCIAL SERVICES, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and Issuing Bank FIFTH THIRD BANK and KEYBANK NATIONAL ASSOCIATION as Co-Syndication...Credit Agreement • November 29th, 2018 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • Delaware
CREDIT AGREEMENT (this “Agreement”) dated as of November 29, 2018 among AMTRUST FINANCIAL SERVICES, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank, FIFTH THIRD BANK and KEYBANK NATIONAL ASSOCIATION, as Co-Syndication Agents and BANK OF AMERICA, N.A., BMO HARRIS BANK N.A., REGIONS BANK and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.
ROLLOVER AGREEMENTRollover Agreement • November 29th, 2018 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), dated as of November 29, 2018 by and between Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), and the parties set forth on Schedule I hereto (the “Rollover Investors”). Parent and the Rollover Investors are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2018 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
THIS AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (this “Amendment”), effective December 14, 2017, hereby amends the Employment Agreement dated March 1, 2010, as amended by Amendment No. 1 to Employment Agreement, dated November 3, 2010, Amendment No. 2 to Employment Agreement, dated March 1, 2012 and Amendment No. 3, dated March 22, 2013 (the “Agreement”), by and between AmTrust Financial Services, Inc., 59 Maiden Lane, 6th Floor, New York, New York, a Delaware corporation (the “Company”), and Michael J. Saxon, an individual residing at 514 Brookstone Court, Copley, Ohio 44321 (“Executive”).
