GLOBAL INDEMNITY LIMITED 7.875% SUBORDINATED NOTES DUE 2047 UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2017 • Global Indemnity LTD • Fire, marine & casualty insurance • New York
RETENTION AGREEMENTRetention Agreement • March 16th, 2011 • Global Indemnity PLC • Fire, marine & casualty insurance • Pennsylvania
This retention agreement, dated March 15, 2011 (this “Agreement”), is made by and between Global Indemnity Group Services, LLC (the “Employer”) and David Myers (the “Employee”). Capitalized terms used but not concurrently defined herein shall have the meanings set forth in Sections 2 and 4 below.
GLOBAL INDEMNITY GROUP, LLC Joseph W. Brown CHIEF EXECUTIVE OFFICER AGREEMENT Effective as of January 1, 2024Officer Agreement • March 15th, 2024 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • New York
This agreement of employment (this “Agreement”) among Global Indemnity Group, LLC (“GIG”), (including all of GIG’s direct and indirect subsidiaries, the “Company”) and Joseph W. Brown (“Executive”) entered into on January 18, 2024 and effective as of the date written above (the “Effective Date”).
REINER R. MAUER SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 28th, 2022 • Global Indemnity Group, LLC • Fire, marine & casualty insurance
This Separation Agreement and General Release (this “Agreement”) is made between Global Indemnity Group, LLC (“GIG” and, collectively with all predecessor companies and all entities controlled directly or indirectly by GIG, “GBLI”) and Reiner R. Mauer (“Executive”).
STOCK PURCHASE AGREEMENT AMONG AMERICAN BANKERS INSURANCE GROUP, INC., GLOBAL INDEMNITY GROUP, INC., Solely for the purposes of Sections 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.9, 5.11, 5.14, 5.15(b), 5.16, 5.18 and 5.22 and Article XI ASSURANT, INC., AND...Stock Purchase Agreement • October 21st, 2014 • Global Indemnity PLC • Fire, marine & casualty insurance • New York
STOCK PURCHASE AGREEMENT, dated as of October 16, 2014 (this “Agreement”), among American Bankers Insurance Group, Inc., a Florida corporation (“Seller”), Global Indemnity Group, Inc., a Delaware corporation (“Buyer”), solely for the purposes of Sections 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.9, 5.11, 5.14, 5.15(b), 5.16, 5.18 and 5.22 and Article XI, Assurant, Inc., a Delaware corporation (“Parent”) and, solely for the purposes of Article XI, Global Indemnity plc, a public limited company established in Ireland (“Buyer Parent”).
GLOBAL INDEMNITY GROUP, LLC, PENN-PATRIOT INSURANCE COMPANY DAVID CHARLTON CHIEF EXECUTIVE OFFICER AGREEMENT April 19, 2021Chief Executive Officer Agreement • April 21st, 2021 • Global Indemnity Group, LLC • Fire, marine & casualty insurance
This agreement of employment (this “Agreement”) among Global Indemnity Group, LLC (“GIG”), Penn-Patriot Insurance Company (including all of Penn-Patriot’s direct and indirect subsidiaries, “Penn-Patriot” or the “Company”) and David Charlton (“Executive”) shall be effective as of the date first above written (the “Effective Date”).
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT TERM SHEETEmployment Term Sheet • August 9th, 2017 • Global Indemnity LTD • Fire, marine & casualty insurance
This is an Amendment, dated and effective as of August 8, 2017 (the “Effective Date”), to the Executive Employment Term Sheet entered into effective as of January 1, 2015, and as further amended on November 7, 2016, by and between Global Indemnity Limited (“GBLI”) and Stephen Green (the “Agreement”):
REAFFIRMATION AGREEMENT November 7, 2016Management Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
Reference is made to that certain Amended and Restated Management Agreement, dated as of October 31, 2013 (the “Amended and Restated Management Agreement”) by and between Global Indemnity (Cayman) Limited (“GBLI Cayman”) and Fox Paine & Company, LLC, a Delaware limited liability company (“Fox Paine”), such agreement amending and restating the original Management Agreement, dated September 5, 2003 (the “Original Management Agreement”).
REAFFIRMATION AGREEMENT October 31, 2013Reaffirmation Agreement • November 6th, 2013 • Global Indemnity PLC • Fire, marine & casualty insurance
Reference is made to that certain Management Agreement, dated September 5, 2003, by and among UAIL, the Company and Wind River, whereby the UAIL contracted for certain services from each of the Company and Wind River (the “Original Agreement”), (ii) Amendment No. 1 to the Management Agreement, dated May 25, 2006, whereby UAIL and Wind River terminated Wind River’s services as of May 25, 2006, WindRiver ceased being a party to the Management Agreement and UAIL and the Company modified the terms of the Annual Service Fee (as defineid therein) payable to the Company for certain services provided by the Company to UAIL (the “First Amendment”), (iii) Assignment and Assumption and amendment of the Management Agreement, dated March 16, 2011, whereby UAIL transferred and assigned the Management Agreement, as amended by the First Amendment, and the Indemnification Letter and all of its rights and obligations thereunder to Obligor, and Obligor accepted and consented to such assignment and agreed
ASSUMPTION AGREEMENTAssumption Agreement • July 2nd, 2010 • Global Indemnity PLC • New York
This Assumption Agreement (the “Assumption Agreement”) is made and entered into as of June 1, 2010, by Global Indemnity (Cayman) Limited, an exempted company incorporated and registered in the Cayman Islands (“Additional Guarantor”) for the benefit of each holder of any Notes (as defined in the Note and Guarantee Agreement referred to below).
PREFERRED INTEREST PURCHASE AGREEMENTPreferred Interest Purchase Agreement • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • Delaware
PREFERRED INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of August 27, 2020 (the “Purchase Agreement Effective Time”), by and between GLOBAL INDEMNITY GROUP, LLC, a Delaware limited liability company (the “Company”), and WYNCOTE LLC, a Nevada limited liability company (the “Purchaser” and, together with the Company, each, a “Party” and collectively the “Parties”).
AMENDMENT NO. 1 TO CHIEF EXECUTIVE AGREEMENTChief Executive Agreement • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance
This Amendment, dated and effective as of August 28, 2020 (the “Effective Date”), to the Chief Executive Agreement (the “Agreement”), effective as of January 1, 2018 by and between Global Indemnity Limited (“Global Cayman”) and Cynthia Valko (the “Executive”):
REAFFIRMATION AGREEMENT November 7, 2016Management Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
Reference is made to that certain Amended and Restated Management Agreement, dated as of October 31, 2013 (the “Amended and Restated Management Agreement”) by and between Global Indemnity (Cayman) Limited (“GBLI Cayman”) and Fox Paine & Company, LLC, a Delaware limited liability company (“Fox Paine”), such agreement amending and restating the original Management Agreement, dated September 5, 2003 (the “Original Management Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2024 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • Pennsylvania
THIS AGREEMENT (“Agreement”), made as of the 14th day of October 2004, effective on the Effective Date (as defined herein), between Penn-America Group, Inc. and its insurance subsidiaries (the “Company” or “Penn-America”), a Pennsylvania corporation, having its principal place of business at 420 South York Road, Hatboro, Pennsylvania, and Brian J. Riley (the “Executive”).
FOX PAINE & COMPANY, LLC 3500 Alameda de las Pulgas, Suite 150 Menlo Park, California 94025 March 16, 2011Management Agreement • March 16th, 2011 • Global Indemnity PLC • Fire, marine & casualty insurance
United America Indemnity, Ltd. Global Indemnity (Cayman) Limited c/o Global Indemnity Group, Inc. Three Bala Plaza East Suite 300 Bala Cynwyd, Pennsylvania 19004
SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT DATED AS OF FEBRUARY 5, 2008 BETWEEN LARRY A. FRAKES AND UNITED AMERICA INDEMNITY, LTD. EFFECTIVE AS OF JULY 2, 2010Employment Agreement • March 16th, 2011 • Global Indemnity PLC • Fire, marine & casualty insurance
This second amendment to the Amended Agreement (as defined below) (this “Agreement”) is being entered into on March 15, 2011 and shall be effective as of the Effective Date (as defined below), by and among UAI, the Executive and the Company.
GUARANTYGuaranty • March 16th, 2011 • Global Indemnity PLC • Fire, marine & casualty insurance • New York
THIS GUARANTY, dated March 15, 2011, is executed by the undersigned (“Guarantor”) in favor of Fox Paine & Company, LLC, a Delaware limited liability company (“Company”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance • Delaware
This Assignment and Assumption Agreement dated as of November 7, 2016 between Global Indemnity plc, a public limited company organized under the laws of Ireland (“GI plc”) and Global Indemnity Limited, an exempted company formed with limited liability under the laws of the Cayman Islands (“GI Cayman”) and relates to the Indemnification Agreement, dated as of July 2, 2010, (the “Indemnification Agreement”), by and among United America Indemnity Ltd. (“UAI-Cayman”), and Fox Paine Capital Fund II International, L.P.
CYNTHIA Y. VALKO (CEO) GLOBAL INDEMNITY LIMITED (Global Cayman) EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance • New York
WHEREAS, on December 10, 2014 Global Indemnity plc (“GBLI”) and Cynthia Y. Valko entered into an agreement regarding Ms. Valko’s employment by GBLI in the capacity of Chief Executive Officer (the “Prior Employment Agreement”);
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • New York
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of August 28, 2020, is entered into by and among NEW CAYCO (as successor to Global Indemnity Limited, a Cayman Islands exempted company (“GIL”), as successor to Global Indemnity plc, an Irish public limited company (“GI Ireland”)), a Cayman Islands exempted company (the “Predecessor Company”), GLOBAL INDEMNITY GROUP, LLC (as successor to the Predecessor Company, as successor to GIL, as successor to GI Ireland), a Delaware limited liability company (the “Successor Company”), GBLI HOLDINGS, LLC (formerly known as Global Indemnity Group, Inc., a Delaware corporation), a Delaware limited liability company (“GBLI Holdings”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Original Trustee”), and U.S. BANK NATIONAL ASSOCIATION, as series trustee for the 7.875% Subordinated Notes due 2047 (the “Notes Trustee” and, together with the Original Trustee, the “Trustees” and each, a “Trustee”).
DAVID CHARLTON CHIEF EXECUTIVE OFFICER AGREEMENT Amended and Restated as of May 7, 2021Global Indemnity Group, LLC • May 10th, 2021 • Fire, marine & casualty insurance
This amended and restated agreement of employment (this “Agreement”) amends and restates, and replaces in its entirety, the agreement of employment (the “Original Agreement”) among Global Indemnity Group, LLC (“GIG”), Penn-Patriot Insurance Company (including all of Penn-Patriot’s direct and indirect subsidiaries, “Penn-Patriot” or the “Company”) and David Charlton (“Executive”) entered into on April 19, 2021 (the “Effective Date”) and shall be effective as of the date first above written (the “Amendment Effective Date”).
Amended and Restated Institutional Account AgreementAccount Agreement • August 9th, 2013 • Global Indemnity PLC • Fire, marine & casualty insurance • New York
This Amended and Restated Institutional Account Agreement (together with any annexes or supplements hereto, this “Agreement”), dated as of June 7, 2013, is by and among Global Indemnity Group, Inc., a Corporation organized under the laws of the State of Delaware (“you” or, as the context requires, “your”), and J.P. Morgan Clearing Corp. (“JPMCC”), J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities plc, J.P. Morgan Securities (Asia Pacific) Limited, J.P. Morgan Securities Asia Private Limited, J.P. Morgan Securities Australia Limited, J.P. Morgan Securities Japan Co., Ltd., J.P. Morgan Prime Nominees Limited, J.P. Morgan Markets Limited and any other Affiliate thereof notified to you from time to time (JPMCC and such Affiliates, individually and collectively as the context requires, a “JP Morgan Entity,” “JP Morgan,” “us,” “our” or “we”). You and we hereby agree as follows:
CYNTHIA VALKO CHIEF EXECUTIVE AGREEMENT January 1, 2021Cynthia Valko • December 14th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • New York
Global Indemnity Group, LLC (“GIG” and including all predecessor companies and all entities controlled directly or indirectly by Global Indemnity Group, LLC, “GBLI”) and Cynthia Valko (“Executive”) agree as follows effective January 1, 2021 (or such earlier date should this agreement be executed by GBLI and Executive prior to January 1, 2021):
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 5th, 2012 • Global Indemnity PLC • Fire, marine & casualty insurance • Pennsylvania
This is an Amendment dated as of January 1, 2012 to an Executive Employment Agreement dated as of the 24th day of October, 2005, as amended on July 16, 2008 (referred to herein as the “Agreement”) between United National Insurance Company (the “Company”) and William J. Devlin, Jr., an individual residing at 119 Stout Road, Ambler, PA 19002 (the “Executive”).
FOX PAINE & COMPANY, LLCManagement Agreement • March 15th, 2013 • Global Indemnity PLC • Fire, marine & casualty insurance
We refer to (i) the Management Agreement (the “Original Agreement”), dated as of September 5, 2003, by and among United America Indemnity, Ltd., formerly Vigilant International, Ltd., an exempted company formed with limited liability under the laws of the Cayman Island (“UAIL”), Fox Paine & Company, LLC, a Delaware limited liability company (“Fox Paine”), as amended by Amendment No. 1 thereto (the “First Amendment”), dated on May 25, 2006, and as further amended by the assignment, assumption and amendment of the Management Agreement, dated March 16, 2011 (the “Second Amendment” and together with the Original Agreement and the First Amendment, the “Management Agreement”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
This is an Amendment, dated and effective as of November 7, 2016 (the “Effective Date”), to the Executive Employment Agreement, dated as of June 8, 2009, by and between Penn-America Insurance Company (“PAIC”) and Matthew B. Scott (the “Agreement”):
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance
This Amendment, dated and effective as of August 28, 2020 (the “Effective Date”), to the Executive Employment Agreement (the “Agreement”), dated as of January 1, 2015, and as amended on November 7, 2016, by and between United America Indemnity, Ltd., and subsequently Global Indemnity Limited as successor (“Global Cayman”), and Thomas M. McGeehan (the “Executive”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2010 • Global Indemnity PLC • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of July 2, 2010, is by and among United America Indemnity Ltd. , an exempted company incorporated and registered in the Cayman Islands (the “Company”) and Fox Paine Capital Fund II International L.P., a Cayman Islands exempted limited partnership (“Fox Paine”) that owns shares having a majority of the voting power of the shares of the Company through one or both of U.N. Holdings (Cayman), Ltd. and U.N. Holdings (Cayman) II, Ltd., each a Cayman Islands company.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • November 9th, 2017 • Global Indemnity LTD • Fire, marine & casualty insurance • New York
This agreement is between Fox Paine & Co, LLC (“Recipient”), and Global Indemnity Limited, a Cayman company, on behalf of itself and its subsidiaries (collectively, “GBLI” or the “Company”).
DATED NOVEMBER 7, 2016 GLOBAL INDEMNITY LIMITED and GLOBAL INDEMNITY PUBLIC LIMITED COMPANY and THE PARTIES LISTED AT ANNEX A HERETO AMENDED AND RESTATED ADDITIONAL REDEMPTION AGREEMENTAdditional Redemption Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance • New York
ContractGlobal Indemnity LTD • May 10th, 2017 • Fire, marine & casualty insurance • New York
FOX PAINE & COMPANY, LLCGlobal Indemnity Group, LLC • August 28th, 2020 • Fire, marine & casualty insurance • New York
We refer to (i) the Management Agreement, dated September 5, 2003, by and among United America Indemnity, Ltd., formerly Vigilant International, Ltd., an exempted company formed with limited liability under the laws of the Cayman Island (“UAIL”), Fox Paine & Company, LLC, a Delaware limited liability company (“Fox Paine”) and Wind River Holding, L.P., formerly The AMC Group, L.P., a Pennsylvania limited partnership (“Wind River”), whereby UAIL contracted for certain services from each of Fox Paine and Wind River (the “Original Agreement”), (ii) the Second Amended and Restated Management Agreement, dated as of May 6, 2020 (the “Second Amended and Restated Management Agreement”), by and between Fox Paine and Global Indemnity Limited, a Cayman Islands exempted company (“GI Cayman”), which replaced and superseded in its entirety the Original Agreement (as previously amended prior to the date thereof), whereby GI Cayman contracted for certain services from Fox Paine, and (iii) the indemnifi
AMENDMENT NO. 4 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 9th, 2017 • Global Indemnity LTD • Fire, marine & casualty insurance
This is an Amendment, dated and effective as of August 8, 2017 (the “Effective Date”), to the Executive Employment Agreement, originally dated as of October 24, 2005, as amended on July 16, 2008, January 1, 2012, and November 7, 2016 by and between Global Indemnity Group, Inc. (“GBLI US”) and William J. Devlin, Jr. (the “Agreement”):
RECITALSThird Supplemental Indenture • May 1st, 2018 • Global Indemnity LTD • Fire, marine & casualty insurance • New York
WHEREAS, the Company is the obligor of 7.75% Subordinated Notes due 2045 (the “7.75% Notes”), in the original aggregate principal amount of $100,000,000, and 7.875% Subordinated Notes due 2047, in the original aggregate principal amount of $130,000,000 (the “7.875% Notes”, and together the 7.75% Notes, the “Notes”), which were issued under that certain Indenture dated as of August 12, 2015 (the “Base Indenture”, and together with the Officers’ Certificate dated August 12, 2015 (the “7.75% Notes Officers’ Certificate”), the First Supplemental Indenture dated as of November 7, 2016 and the Second Supplemental Indenture dated as of March 23, 2017 (the “Second Supplemental Indenture”), the “Indenture”), by and among the Company and the Trustees;
AMENDMENT NO. 3 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
This is an Amendment, dated and effective as of November 7, 2016 (the “Effective Date”), to the Executive Employment Agreement, originally dated as of October 24, 2005, as amended on July 16, 2008, and as further amended on January 1, 2012, by and between Global Indemnity Group, Inc. (“GBLI US”) and William J. Devlin, Jr. (the “Agreement”):
