EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2021 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENT ("Agreement"), dated as of November 10, 2020, between Watford Holdings US Inc., a Delaware corporation (the "Company") and subsidiary of Watford Holdings Ltd., a Bermuda corporation (the "Parent"), and Alexandre Scherer (the "Executive" and together with Company, the "Parties").
INVESTMENT MANAGER AGREEMENT by and between Watford Insurance Company and ARCH INVESTMENT MANAGEMENT LTD. August 1, 2016Investment Manager Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New Jersey
THIS INVESTMENT MANAGER AGREEMENT, made as of the 1st day of August, 2016, by and between Watford Insurance Company, a New Jersey company (hereinafter called the “Company”) and Arch Investment Management Ltd., a Bermuda company (hereinafter called the “Manager”).
QUOTA SHARE RETROCESSION AGREEMENTQuota Share Retrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
WHEREAS, Arch Underwriters Ltd. (“AUL”) is a Bermuda company which provides certain services to the Retrocessionaire including (but not limited to) supervising the underwriting of reinsurance contracts for the Retrocessionaire;
6.500% Senior Notes due 2029Indenture • July 2nd, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
INDENTURE, dated as of July 2, 2019, among WATFORD HOLDINGS LTD., an exempted company organized under the laws of Bermuda, as the issuer (the “Company”), and THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Trustee, Registrar, Transfer Agent and Paying Agent (the “Trustee”).
QUOTA SHARE REINSURANCE AGREEMENT (the "Agreement") between WATFORD INSURANCE COMPANY a New Jersey-domiciled insurance company (the "Company") and ARCH REINSURANCE COMPANY a Delaware-domiciled insurance company (the "Reinsurer")Quota Share Reinsurance Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New Jersey
This Agreement is to indemnify and hold the Company harmless in respect of the applicable Ceded Percentage of the Company's liability net of collectable Inuring Reinsurance that may accrue to the Company in respect of its participation in each Policy incepting on or after the Effective Date and prior to the Termination Date.
AGREEMENT AND PLAN OF MERGER Dated as of October 9, 2020 among WATFORD HOLDINGS LTD., ARCH CAPITAL GROUP LTD., and GREYSBRIDGE LTD. The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of...Agreement and Plan of Merger • October 13th, 2020 • Watford Holdings Ltd. • Fire, marine & casualty insurance
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 9, 2020, by and among WATFORD HOLDINGS LTD., a Bermuda exempted company limited by shares (the “Company”), ARCH CAPITAL GROUP LTD., a Bermuda exempted company limited by shares (“Parent”), and GREYSBRIDGE LTD., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used in this Agreement have the respective meanings specified in Section 9.03.
GUARANTEE AGREEMENTGuarantee Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New Jersey
This GUARANTEE AGREEMENT (this “Agreement”), dated as of January 1, 2017, is entered into by and among Watford Insurance Company, a New Jersey domiciled insurance company (“WIC”) and Arch Capital Group (U.S.) Inc., a Delaware holding company (“Arch”) indirectly wholly-owned by Arch Capital Group Ltd.
ContractWatford Holdings Ltd. • January 29th, 2019 • Fire, marine & casualty insurance • New York
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF, UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER, SALE, OR DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New Jersey
GUARANTEE AGREEMENTGuarantee Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
This GUARANTEE AGREEMENT (this “Agreement”), dated as of March 25, 2014, is entered into by and among Watford Re Ltd., a Bermuda exempted company with limited liability (the “Company”), Watford Holdings Ltd., a Bermuda exempted company with limited liability (the “Parent” and, together with the Company, “Watford”), and Arch Capital Group Ltd., a Bermuda exempted company with limited liability (“Arch”). Parent, the Company and Arch may be referred to herein individually as a “Party” and collectively as the “Parties”.
SERVICES AGREEMENTServices Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
This SERVICES AGREEMENT (this "Agreement"), effective as of October 1, 2015, is entered into by and between Watford Holdings (U.S.) Inc., a Delaware corporation ("Watford"), and Arch Capital Services Inc., a Delaware company ("ACSI"). Watford and ACSI may be referred to herein individually as a "Party" and collectively as the "Parties."
SERVICES AGREEMENTServices Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • Delaware
This SERVICES AGREEMENT (this “Agreement”), dated as of October 1, 2015 (“Effective Date”), is entered into by and between Watford Holdings (U.S.) Inc., a Delaware corporation (the “Company”), and Arch Reinsurance Company, a Delaware-domiciled insurance company (“Arch Re”). The Company and Arch Re may be referred to herein individually as a “Party” and collectively as the “Parties.”
QUOTA SHARE RETROCESSION AGREEMENTQuota Share Retrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance
This Agreement is to indemnify and hold the Company harmless in respect of the Ceded Percentage of the Company’s gross liability that may accrue to the Company in respect of its participations in Ceded Contracts written by the Company incepting on or after the Effective Date and prior to the Termination Date.
PROPERTY CATASTROPHE QUOTA SHARE RETROCESSION AGREEMENTProperty Catastrophe Quota Share Retrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
This Agreement is to indemnify and hold the Company harmless in respect of the Ceded Percentage of the Company’s gross liability that may accrue to the Company in respect of its participations in Underlying Contracts written by the Company incepting on or after the Effective Date and prior to the Termination Date.
ENDORSEMENTQuota Share Retrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance
Attached to and forming part of the QUOTA SHARE RETROCESSION AGREEMENT ("Agreement"), made as of the 1st day of January 2014, between ARCH REINSURANCE COMPANY, a Nebraska corporation (the "Company") and WATFORD RE LTD., a Bermuda domiciled insurance company (the "Retrocessionaire").
ENDORSEMENT NO. 3Retrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance
This Endorsement No. 3 is made and entered into as of the 1st day of January, 2017 ("Addendum Effective Date"), and amends the Quota Share Retrocession Agreement ("Agreement"), effective January 1, 2014, by and between Arch Reinsurance Company (the "Company") and Watford Re Ltd. ( the "Retrocessionaire")
Insurance Management Services AgreementWatford Holdings Ltd. • January 29th, 2019 • Fire, marine & casualty insurance • Gibraltar
(A)The Manager is empowered by its Memorandum of Association to carry on the business (inter alia) of a management company in relation to the business of insurance and is licensed to carry on the financial services business of an Insurance Manager as defined under Class IX of schedule 1 to the Financial Services (Licensing) Regulations 1991 in Gibraltar.
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
ENDORSEMENT No. 2Quota Share Retrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance
Attached to and forming part of the QUOTA SHARE RETROCESSION AGREEMENT ("Agreement"), made as of the 1st day of January 2016, between ARCH REINSURANCE COMPANY, a Delaware corporation (the "Company") and WATFORD RE LTD., a Bermuda domiciled insurance company (the "Retrocessionaire").
AMENDED AND RESTATED FEE SHARING AGREEMENTFee Sharing Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
This AMENDED AND RESTATED FEE SHARING AGREEMENT (this “Agreement”), dated as of May 6, 2015 and effective as of March 25, 2014 (the “Effective Date”), is entered into by and among Arch Underwriters Ltd, a Bermuda exempted company with limited liability (“AUL”), Highbridge Principal Strategies, LLC, a Delaware limited liability company (“Highbridge”) and Watford Re Ltd., a Bermuda exempted company with limited liability (the “Company”), Watford Holdings Ltd., a Bermuda exempted company with limited liability (the “Parent” and, together with the Company, “Watford”). AUL, Highbridge and Watford may be referred to herein individually as a “Party” and collectively as the “Parties”.
ADDENDUM NO. 3 TO PROPERTY CATASTROPHE QUOTA SHARE RETROCESSION AGREEMENTCatastrophe Quota Share Retrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance
This addendum No. 3 is made and entered into as of the 1st day of January, 2017 (“Addendum Effective Date”) and amends the Property Catastrophe Quota Share Retrocession Agreement (“Agreement”), effective April 1, 2014, by and between Arch Reinsurance Ltd. And Watford Re Ltd. (“Watford”), as amended.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
Whereas, Watford Holdings Ltd., a Bermuda corporation (the “Company”), and Jonathan D. Levy (the “Executive”) entered into an employment agreement dated December 18, 2018 (the “Employment Agreement”);
Continuing Agreement for Standby Letters of CreditContinuing Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
The undersigned applicant (the “Applicant”) is entering into this Continuing Agreement for Standby Letters of Credit (this “Agreement”) in order to induce Lloyds Bank plc (the “Bank”) to issue, at the request of the Applicant from time to time, through the Bank’s office located at 1095 Avenue of the Americas, 34th Floor, New York, NY 10036 (the Bank’s “Issuing Branch”), one or more stand-by letters of credit. Each such stand-by letter of credit, as it may, from time to time, be amended or modified with the consent of the Applicant is hereinafter called, a “Credit”. The Applicant hereby agrees with the Bank as follows with respect to each such Credit:
WATFORD HOLDINGS LTD. PREFERENCE SHAREHOLDERS’ AGREEMENT March 31, 2014Preference Shareholders’ Agreement • December 6th, 2018 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 19th, 2021 • Watford Holdings Ltd. • Fire, marine & casualty insurance • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of February 16, 2021 (this “Agreement”), is made and entered into by and between WATFORD HOLDINGS LTD., a Bermuda exempted company (the “Company”), and THE UNDERSIGNED SHAREHOLDERS (collectively, the “Shareholders” and each, a “Shareholder”) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ADDENDUM NO.1 TO ARE QUOTA SHARE RETROCESSION AGREEMENTQuota Share Retrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance
This Addendum No. 1 is made and entered into as of the 1st day of January, 2017 ("Addendum Effective Date"), and amends the Quota Share Retrocession Agreement ("Agreement"), effective January 1, 2014 , by and between Arch Reinsurance Europe Underwriting Designated Activity Company ("ARE") and Watford Re Ltd.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 30, 2017 (the “Amendment Date”), among WATFORD ASSET TRUST I, a statutory trust organized under the laws of the State of Delaware, (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
ADDENDUM NO. 1 TO ARL QUOTA SHARE RETROCESSION AGREEMENTArl Quota Share Retrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance
This Addendum No. 1 is made and entered into as of the 1st day of January, 2017 ("Addendum Effective Date"), and amends the Quota Share Retrocession Agreement ("Agreement"), effective January 1, 2014, by and between Arch REinsurance Ltd. ("ARL") and Watford Re Ltd. ("Watford").
RETROCESSION AGREEMENTRetrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance
This Addendum No. 2 is made and entered into as of the 3lst day of December, 2014, and admends the Property Catastrophe Quota Share Retrocession Agreement ("Agreement"), effective April 1, 2014, by and between Arch Reinsurance Ltd. ("ARL'') and Watford Re Ltd. ("Watford") as amended by Addendum No. 1 thereo.
ADDENDUM NO. 1 TO SERVICES AGREEMENTServices Agreement • December 6th, 2018 • Watford Holdings Ltd. • Fire, marine & casualty insurance
This Addendum No. 1 is made and entered into as of the 16th day of September, 2014, and amends the Services Agreement (“Agreement”), effective March 24, 2014, by and among Watford Re Ltd., Watford Holdings Ltd., Arch Underwriters Ltd and, solely for the limited pur- poses set forth in Sections 2.08, 9.02(a)(iii), 12.07, and 12.13 of the Agreement, Highbridge Principal Strategies, LLC.
RETROCESSION AGREEMENTRetrocession Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance
This Addendum No. 1 is made and entered into as of the 9th day of September, 2014, and amends the Property Catastrophe Quota Share Retrocession Agreement ("Agreement"), effective April 1, 2014, by and between Arch Reinsurance Ltd. ("ARL") and Watford Re Ltd. ("Watford").
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
This PLEDGE AND SECURITY AGREEMENT ("this Agreement") is made as of the 19th day of May, 2014, between WATFORD RE LTD. an exempted company with limited liability duly organized and existing under the laws of Bermuda (the "Pledgor") and LLOYDS BANK PLC (together with its successors and assigns, the "Bank").
WATFORD INSURANCE COMPANY ARCH UNDERWRITERS INC., and, solely for the limited purposes set forth herein, HPS INVESTMENT PARTNERS, LLC SERVICES AGREEMENTServices Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New Jersey
This SERVICES AGREEMENT (this "Agreement"), effective as of August 1, 2016, is entered into by and among Watford Insurance Company, a New Jersey domiciled insurance company (the "Company"), Arch Underwriters Inc., a Delaware corporation ("AUI") and, solely for the limited purposes set forth in Sections 2.08, 9.02(a)(iii), 12.07, and 12.13, HPS Investment Partners LLC (F/K/A Highbridge Principal Strategies, LLC), a Delaware limited liability company (the "Investment Manager"). The Company and AUI may be referred to herein individually as a "Party" and collectively as the "Parties".
WATFORD HOLDINGS LTD. COMMON SHARE REGISTRATION RIGHTS AGREEMENT March 25, 2014Common Share Registration Rights Agreement • December 6th, 2018 • Watford Holdings Ltd. • Fire, marine & casualty insurance • New York
WATFORD HOLDINGS LTD. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2019 • Watford Holdings Ltd. • Fire, marine & casualty insurance
This Indemnification Agreement (the “Agreement”) is made as of [•], 2018 by and between Watford Holdings Ltd., a Bermuda exempted company with limited liability (the “Company”) and [NAME OF DIRECTOR] (the “Indemnitee”), a Director and/or Officer of the Company.
