Exhibit 10.1
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (this "Agreement"), dated as of
December 12, 2001, is among MONTPELIER RE HOLDINGS LTD., a company incorporated
and organized under the laws of Bermuda ("Montpelier" or the "Company"), and
each of the Persons listed on Schedule 1 hereto and any future security holder
of Montpelier that becomes a party to this Agreement (each, a "Shareholder" and
collectively the "Shareholders").
WITNESSETH
WHEREAS, the authorized share capital of Montpelier consists of
200,000,000 shares, par value U.S.$0.01 per share (collectively or any number
thereof, the "Common Shares");
WHEREAS, each of the Shareholders has subscribed to purchase
Common Shares; and
WHEREAS, each of the Shareholders desires to promote the
interests of Montpelier and the mutual interests of the Shareholders by
establishing herein certain terms and conditions upon which the Common Shares
will be held, including provisions restricting the transfer of Common Shares,
providing certain registration rights and providing for certain other matters.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, Montpelier and the Shareholders hereby agree
as follows:
Section 1. Definitions.
Capitalized terms not otherwise defined in this Agreement have
the meanings ascribed to them in the Subscription Agreement. As used in this
Agreement, the following terms shall have the respective meanings set forth
below:
"Affiliate" shall mean, with respect to any specified Person, a
Person that directly or indirectly Controls, is Controlled by or is under common
Control with such Person. Without limiting the generality of the foregoing, the
term "Affiliate" shall include an investment fund managed by such Person or by a
Person that directly or indirectly Controls, is Controlled by or is under common
Control with such Person.
"Agreement" shall have the meaning given such term in the first
paragraph of this Agreement.
"Xxxxxxxx Group" shall mean Xxxxxxxx Group plc or any successor
entity thereto.
"Board" shall mean the Board of Directors of Montpelier.
"Business Day" shall mean any day except a Saturday, Sunday or
other day on which banks in Xxxxxxxx, Bermuda or The City of New York, United
States, are authorized or obligated by law or executive order to close.
"Bye-laws" shall mean the Bye-laws of Montpelier as in effect
from time to time.
"Closing Date" shall mean the dates for the closing of the sale
of up to 9,000,000 Common Shares by Montpelier pursuant to the several
Subscription Agreements.
"Code" shall mean the United States Internal Revenue Code of
1986, as amended.
"Commission" shall mean the United States Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act or the Exchange Act.
"Control" of a Person shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise, and "Controlling" and "Controlled" shall have meanings
correlative to the foregoing.
"CSFB Entities" shall mean DLJMB Overseas Partners III, C.V., DLJ
Offshore Partners III, X.X., XXX Xxxxxxxx Xxxxxxxx XXX-0, X.X, XXX Offshore
Partners III-2, C.V., DLJ MB Partners III GmbH & CO. KG and Xxxxxxxxx, Lufkin &
Xxxxxxxx Securities Corporation and any Affiliate thereof to which any Common
Shares issued at the Closing are subsequently Transferred in accordance with the
provisions of this Agreement (other than any underwriter under any registration
statement filed pursuant to Section 4(a) or 4(b) of this Agreement).
"day" shall mean a calendar day.
"Exchange Act" shall mean the U.S. Securities Exchange Act of
1934, as amended, or any U.S. federal statute then in effect that has replaced
such statute, and a reference to a particular section thereof shall be deemed to
include a reference to the comparable section, if any, of any such replacement
federal statute.
"Initial Public Offering" shall mean the completion, whether by
Montpelier or by any Shareholders, of an underwritten public offering of the
Common Shares pursuant to a registration statement filed under the Securities
Act resulting in aggregate net proceeds, together with any such underwritten
public offering previously completed, of not less than U.S.$125 million, and
"initial public offering" shall mean the completion, whether by Montpelier or
any Shareholders, of the initial public offering of the Common Shares pursuant
to a registration statement filed under the Securities Act, regardless of the
amount of net proceeds from such offering.
"NASD" shall mean the U.S. National Association of Securities
Dealers, Inc. or any successor organization.
"NASDAQ" shall mean The Nasdaq National Market or any successor
quotation system.
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"Offering" shall mean the offering and sale of up to 9,000,000
Common Shares pursuant to the several Subscription Agreements.
"Person" shall mean an individual, company, corporation, limited
liability company, firm, partnership, trust, estate, unincorporated association
or other entity.
"Registrable Securities" shall mean (i) Common Shares (including
any Common Shares issuable on exercise of the Warrants) issued on the Closing
Date to the Shareholders, (ii) the Warrants, (iii) any New Security or Common
Shares issued (including upon the exercise of options) to any Person that is a
party to this Agreement or becomes a party to this Agreement pursuant to Section
2(d) and (iv) any securities of Montpelier issued successively in exchange for
or in respect of any of the foregoing, whether as a result of any successive
stock split or reclassification of, or stock dividend on, any of the foregoing
or otherwise; provided, however, that such securities shall cease to be
Registrable Securities if and when (i) a registration statement with respect to
the disposition of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of pursuant to such
effective registration statement, (ii) such securities shall have been otherwise
transferred, if new certificates or other evidences of ownership for such
securities not bearing a legend restricting further transfer and not subject to
any stop transfer order or other restrictions on transfer shall have been
delivered by Montpelier, and subsequent dispositions of such securities shall
not require registration or qualification of such securities under the
Securities Act, or (iii) such securities shall have ceased to be outstanding.
"Registration Expenses" shall mean all expenses incident to
Montpelier's performance of or compliance with its obligations under Section 4,
including, without limitation, all Commission, NASD and stock exchange or NASDAQ
registration and filing fees and expenses, fees and expenses of compliance with
applicable state securities or "blue sky" laws (including, without limitation,
reasonable fees and disbursements of counsel for the underwriters in connection
with "blue sky" qualifications of the Registrable Securities), printing
expenses, messenger and delivery expenses, fees and disbursements of any
custodian, the fees and expenses incurred in connection with the listing of the
securities to be registered in an initial public offering on each securities
exchange or automated quotation system on which such securities are to be so
listed and, following such initial public offering, the fees and expenses
incurred in connection with the listing of such securities to be registered on
each securities exchange or automated quotation system on which such securities
are listed, fees and disbursements of counsel for Montpelier and all independent
certified public accountants (including the expenses of any annual audit and
"cold comfort" letters required by or incident to such performance and
compliance), the fees and disbursements of underwriters customarily paid by
issuers or sellers of securities (including the fees and expenses of any
"qualified independent underwriter" required by the NASD), the reasonable fees
of one counsel retained in connection with each such registration by the holders
of a majority of the Registrable Securities being registered, the reasonable
fees and expenses of any special experts retained by Montpelier in connection
with such registration, and fees and expenses of other Persons retained by
Montpelier (but not including any underwriting discounts or commissions or
transfer taxes, if any, attributable to the sale of Registrable Securities by
holders of such Registrable Securities other than Montpelier).
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"securities" shall have the meaning given such term under the
Securities Act.
"Securities Act" shall mean the U.S. Securities Act of 1933, as
amended, or any U.S. federal statute then in effect which has replaced such
statute, and a reference to a particular section thereof shall be deemed to
include a reference to the comparable section, if any, of any such replacement
federal statute.
"Shareholder" shall have the meaning given to such term in the
first paragraph of this Agreement.
"Subscription Agreement" shall mean all and each of the
Subscription Agreements, dated as of various dates on or before the date hereof,
between Montpelier and each of the Investors (as defined therein) for the
purchase and sale of Common Shares in the Offering.
"Subsidiary" shall mean any corporation, limited liability
company or other Person of which shares of stock or other ownership interests
having a majority of the general voting power in electing the Board of Directors
thereof or other Persons performing a similar function are, at the time as of
which any determination is being made, owned by Montpelier either directly or
through its Subsidiaries and any partnership in which Montpelier or any
Subsidiary is a general partner.
"Transfer" shall mean to sell, assign or otherwise transfer an
interest, in whole or in part, whether voluntarily or involuntarily or by
operation of law or at a judicial sale or otherwise; provided, however, that
Transfer shall not include the bona fide pledge of Common Shares or Warrants in
connection with a loan by a financial institution or any transfer back to the
pledgor by the pledgee of such Common Shares or Warrants following the
termination of any such bona fide pledge.
"United States" or "U.S." shall mean the United States of America
and dependent territories or any part thereof.
"Warrant Shares" shall mean any Common Shares issuable upon
exercise of the Warrants.
"Warrants" shall mean those Share Purchase Warrants to be issued
to White Mountains, Xxxxxxxx Group and Banc of America Securities LLC pursuant
to the Warrant Issuance Agreements (as defined in the Subscription Agreement).
"White Mountains" shall mean White Mountains Insurance Group,
Ltd. or any successor entity thereto.
The following terms shall have the meaning given such terms in
the respective Sections set forth below:
Term Section
---- -------
Affiliated Entity 8
Cash Equivalent 3(d)
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Common Shares Recitals
Company Portion Notice 3(b)(iii)
Company Purchase Notice 3(b)(iii)
Delay Period 4(a)(vi)
Dropout 3(b)(iv)
Electing Shareholder 4(d)
First Refusal Option 3(b)(ii)
Inspectors 4(d)(xi)
Montpelier Notice 2(a)
New Securities 2(a)
Offer Price 3(b)(i)
Offered Shares 3(b)(i)
Other Exerciser 3(b)(iv)
Other Holders 4(a)(i)
Priority Securities 4(b)(i)
Pro Rata Notice 3(b)(iii)
Proposed Acquiror 3(d)
Proposed Purchaser 3(c)(i)
Purchase Offer 3(c)(i)
Qualified Sale 3(d)
Qualified Sale Notice 3(d)
Records 4(d)(xi)
Requesting Holders 4(a)(1)
Seller 3(b)(i)
Seller's Notice 3(b)(i)
Selling Shareholder 3(c)(i)
Shareholder's Allotment 3(c)(i)
Transferee 3(a)
Section 2. Issuance of New Securities; Preemptive Rights.
(a) During the term of this Agreement, Montpelier shall not, and
shall cause its Subsidiaries not to, without the approval of a majority of the
votes conferred by the issued and outstanding shares entitled to vote (after
taking into account the voting provisions of Bye-law 51), issue any additional
equity securities of Montpelier or any of its Subsidiaries or securities
exercisable for or convertible or exchangeable into equity securities of
Montpelier or any of its Subsidiaries (other than issuances by Montpelier (and
not by any of its Subsidiaries) (i) pursuant to an underwritten public offering
registered pursuant to an effective registration statement having a proposed
aggregate offering price of at least U.S. $75 million, (ii) as direct
consideration for the acquisition by Montpelier or a Subsidiary of Montpelier
(x) of another Person unaffiliated with Montpelier, White Mountains or Xxxxxxxx
Group pursuant to a merger, amalgamation, consolidation, reorganization, scheme
of arrangement, share purchase or other transaction or (y) of substantially all
of the assets of another Person unaffiliated with Montpelier, White Mountains or
Xxxxxxxx Group, (iii) pursuant to the terms of securities exercisable for or
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convertible or exchangeable into equity securities of Montpelier or any of its
Subsidiaries if such securities have been issued or granted previously in
compliance with this Section 2(a), (iv) Warrant Shares or (v) options, provided
all such options shall be exercisable for Common Shares constituting in the
aggregate less than 5% of the fully diluted outstanding shares of Montpelier as
of the last Closing Date, to be held by directors, officers or employees of
Montpelier or any Subsidiary of Montpelier in accordance with employee benefit
plans of Montpelier or any Subsidiary of Montpelier as in effect from time to
time, and any shares issuable upon the exercise of such options). If Montpelier
proposes to issue any. New Securities (as defined below), Montpelier shall,
prior to consummating the issuance of the New Securities, give written notice
(the "Montpelier Notice") to the Shareholders, stating the number of New
Securities, the price per New Security, the terms of payment and all other terms
and conditions on which the issuer proposes to make such issuance. Upon
obtaining the approval of the Shareholders required by the first sentence of
this Section 2(a) and any approval required from the Bermuda Monetary Authority,
each Shareholder shall have, as hereinafter provided, the option to purchase up
to the number of New Securities determined as set forth in Section 2(b) at the
price per share and on the other terms stated in the Montpelier Notice. As used
herein, "New Securities" shall mean any securities of Montpelier or any
Subsidiary which, under the first sentence of this Section 2(a), may not be
issued without the prior approval referred to therein, other than (i) any
issuance by Montpelier pursuant to an underwritten public offering registered
pursuant to an effective registration statement having a proposed aggregate
offering price of less than $75 million and (ii) options to be held by
directors, officers or employees of Montpelier or any Subsidiary in accordance
with employee benefit plans of Montpelier or any Subsidiary as in effect from
time to time in excess of the 5% limit referred to in such sentence, and any
shares issuable upon the exercise of such options.
(b) The option provided for in Section 2(a) shall be exercisable
according to the following order of priority:
(i) First, each Shareholder shall be entitled to purchase up
to a number of the New Securities offered determined by multiplying the
aggregate number of New Securities offered by a fraction equal to (x) the sum of
(1) the number of Common Shares held by such Shareholder and (2) the number of
Warrant Shares issuable upon exercise of any Warrant held by such Shareholder
divided by (y) the sum of (1) the total number of Common Shares then outstanding
and (2) the total number of Warrant Shares issuable upon exercise of all
Warrants then outstanding. In order to make such a purchase, each Shareholder
must give written notice to Montpelier within 25 days after the receipt of the
Montpelier Notice, stating the number of New Securities which such Shareholder
desires to purchase.
(ii) Second, if all of the New Securities offered to the
Shareholders are not fully subscribed by such Shareholders, the remaining New
Securities will be reoffered to the Shareholders purchasing their full allotment
upon the terms set forth in this Section 2, until all such New Securities are
fully subscribed for or until all such Shareholders have subscribed for all such
New Securities which they desire to purchase. Shareholders must exercise their
purchase rights under this subsection (ii) within 2 Business Days after receipt
of each such reoffer.
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(c) If no option is exercised pursuant to this Section 2 for any
of the New Securities within 25 days after receipt of the Montpelier Notice (or
if the option is exercised in the aggregate for less than all of the New
Securities), Montpelier shall be free for a period of 90 days thereafter to sell
the New Securities as to which such option has not been exercised to the
proposed offerees at no less than the sale price set forth in the Montpelier
Notice and on terms and conditions that are no more favorable to the proposed
offerees than those offered to the Shareholders. If, however, at the expiration
of such 90 day period, such New Securities have not been issued in accordance
with the terms set forth in the Montpelier Notice, then any other issuance or
proposed issuance thereof shall be subject to all of the provisions of this
Agreement and such shares shall not be issued without Montpelier again offering
its shares in the manner provided in this Section 2.
(d) If, during the term of this Agreement, Montpelier shall issue
any New Securities or any Common Shares or options to be held by directors,
officers or employees of Montpelier or any Subsidiary of Montpelier in
accordance with any employee benefit plan, as in effect from time to time,
purchasers of New Securities, upon the purchase thereof, and directors, officers
and employees, upon such acquisition, shall be required, as a condition of their
ownership of the New Securities, Common Shares or options, as applicable, to
execute and deliver this Agreement and be bound by all of the provisions hereof.
Section 3. Transfer of Shares or Warrants.
(a) General. No Shareholder shall Transfer any Common Shares
other than (i) to one or more third parties after having complied with Section
3(b) hereof, (ii) in connection with the exercise of its tag-along rights under
Section 3(c), (iii) in connection with the exercise of drag-along rights under
Section 3(d) or any other transaction with any Person approved by the Board and
Shareholders in accordance with the Bye-laws pursuant to which cash, shares or
other securities of such Person are exchanged or substituted for all the Common
Shares, (iv) in the case of any Shareholder that is an individual, to any one or
more of such Shareholder's spouse or lineal relatives, or to any custodian or
trust for the benefit of any of the foregoing, (v) to any Affiliate of such
Shareholder, (vi) in the case of any Shareholder that is a partnership,
corporation or limited liability company, as a distribution to the partners,
shareholders or members thereof, (vii) in connection with the exercise by such
Shareholder of its registration rights under Section 4 or (viii) following an
initial public offering, pursuant to Rule 144 (or any successor provision) under
the Securities Act. In addition, until the first anniversary of the date of this
Agreement, neither any Shareholder that alone or collectively with its
Affiliates owns 5% or more of the outstanding Common Shares nor Xxxxxxxx Group
shall Transfer any Common Shares other than (i) to one or more other
Shareholders or the Company after complying with Section 3(b) hereof, (ii) in
connection with any transaction with any Person approved by the Board and
Shareholders in accordance with the Bye-laws pursuant to which cash, shares or
other securities of such Person are exchanged or substituted for all the Common
Shares, (iii) pursuant to subsection (v) of the preceding sentence, (iv) in the
case of Xxxxxxxx Group only, (x) in connection with its exercise of registration
rights under Section 4 in connection with or following an initial public
offering or (y) following an initial public offering, pursuant to Rule 144 (or
any successor provision) under the Securities Act or (v) in the case of Xxxxxxxx
Group only, to any Person after complying with Section 3(b) hereof, but only
following (x) the occurrence of any event of default relating to non-payment,
material adverse effect or change, insolvency,
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bankruptcy, creditors' process or any similar circumstance, (y) the acceleration
or placing on demand of any indebtedness or other obligations, or any
indebtedness or other obligation which is payable on demand being demanded or
(z) the breach of any financial covenant, in each case under any material
agreement relating to indebtedness of Xxxxxxxx or any of its Affiliates. No
Shareholder shall Transfer any Warrants other than (i) to one or more other
Shareholders or the Company after complying with Sections 4(b) through (g) of
the Warrants, (ii) in connection with any transaction with any Person approved
by the Board and Shareholders in accordance with the Bye-laws pursuant to which
cash, shares or other securities of such Person are exchanged or substituted for
all the Common Shares, (iii) to any Affiliate of such Shareholder or (iv) in
connection with the exercise by such Shareholder of its registration rights
under Section 4. Notwithstanding any other provision of this Agreement, no
Transfer may be made in violation of any provision of the Bye-laws or without
Bermuda Monetary Authority Approval (as may be required). Each Shareholder
agrees that it will not seek to evade the restrictions on transfer set forth in
this Section 3 by Transferring Common Shares or Warrants to an Affiliate and
thereafter transferring beneficial ownership of the Affiliate, as part of a
unified plan to avoid such restrictions. If any Shareholder wishes to Transfer
any of its Common Shares or Warrants to another Person (a "Transferee") other
than any Transfer permitted (or, in the event that such provisions shall have
terminated in accordance with Section 12 hereof, that would have been permitted)
by subsection (iii), (vii) or (viii) of the first sentence of this Section 3(a),
subsection (ii) or (iv) of the second sentence of this Section 3(a) or
subsection (ii) or (iv) of the third sentence of this Section 3(a), such
Shareholder shall, as a condition of such Transfer, require the Transferee to
execute and deliver an agreement in form and substance reasonably satisfactory
to Montpelier agreeing to be bound by all of the provisions hereof. The
preceding sentence shall survive an Initial Public Offering until the date that
is 18 months following the initial closing of such Initial Public Offering.
(b) Right of First Refusal. (i) Notice of Intended Dispositions.
Except for dispositions permitted under any of subsections (ii) through (viii)
of the first sentence of Section 3(a) or subsections (ii) through (iv) of the
second sentence of Section 3(a), if at any time any Shareholder has received a
bona fide offer from a prospective Transferee and desires to Transfer (a
"Seller") to such prospective Transferee any Common Shares owned by it, then
such Seller shall deliver written notice of its intention to sell (a "Seller's
Notice") to the Company, which the Company shall promptly deliver to each other
Shareholder, setting forth such Seller's desire to make such sale (which shall
be for cash, cash equivalents or marketable securities only), the prospective
transferee, the number of Common Shares proposed to be sold (the "Offered
Shares"), the price ("Offer Price") at which such Seller proposes to dispose of
the Offered Shares, and the other material terms of such Transfer. For purposes
of computing the Offer Price, cash equivalents shall be valued at their face
amount and marketable securities shall be valued at the average of their closing
prices for the last five Business Days prior to the date of the Seller's Notice.
(ii) First Refusal Right. Upon the receipt of the Seller's
Notice, the Company shall then have the right (but not the obligation) to
purchase at the Offer Price all, or, subject to subsection (v) below, any
portion of the Offered Shares, and, if the Company has not elected to purchase
any, or has purchased less than all of, the Offered Shares, each other
Shareholder shall then have the right to purchase at the Offer Price all, or
subject to subsection (v) below, any portion of the Offered Shares not
theretofore subscribed to by the Company, pro
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rata among such Shareholders so electing on the basis of the number of Common
Shares owned by such Shareholders (assuming exercise of all outstanding
Warrants); provided, however, that in the event any such other Shareholder does
not purchase any or all of its pro rata portion of the remaining Offered Shares,
then the other Shareholders shall have the right, on such pro rata basis, to
purchase such unpurchased Offered Shares until all of such Offered Shares are
purchased or until such Shareholders do not desire to purchase any more Offered
Shares. If the other Shareholders do not subscribe for all of the Offered
Shares, then the Company may designate an alternate purchaser to subscribe for
the balance. The option to purchase in favor of the Company and the Shareholders
granted in this Section 3(b)(ii) is referred to herein as the "First Refusal
Option."
(iii) Exercise of First Refusal Option. The Company's First
Refusal Option shall be exercisable by the delivery of notice to the Seller (the
"Company Purchase Notice") within 30 days from the date of its receipt of the
Seller's Notice. If the Company fails to deliver a Company Purchase Notice or if
the Company elects, subject to subsection (v) below, to purchase less than all
of the Offered Shares, then within the 30 day period after the Company's receipt
of the Seller's Notice, the Company shall notify in writing each other
Shareholder of the amount of Offered Shares not subscribed to by the Company
(the "Company Portion Notice"). The First Refusal Option of the other
Shareholders and of any alternate purchaser shall be exercisable by the delivery
of written notice to the Seller (the "Pro Rata Notice"), with copies to the
Company (which shall provide copies to each other Shareholder ), within 15 days
of the other Shareholders' receipt of the Company Portion Notice. The Pro Rata
Notice shall also specify the aggregate number of Common Shares, if any, in
addition to such Shareholder's pro rata portion of the Offered Shares, which
such Shareholder desires to purchase in the event there is an aggregate
undersubscription for all Offered Shares. The First Refusal Option of the
Company pursuant to this subsection (iii) shall terminate if unexercised 30 days
after receipt of the Seller's Notice and the First Refusal Option of the other
Shareholders (and any alternate purchaser) pursuant to this subsection (iii)
shall terminate if unexercised 15 days after receipt of the Company Portion
Notice.
(iv) Mandatory Sale. In the event that the Company and/or
the Shareholders (and any alternate purchaser) exercise their First Refusal
Options with respect to the Offered Shares, then the Seller must sell the
Offered Shares to the Company and such Shareholders (and any alternate
purchaser), as applicable, and the Company and such Shareholders (and any
alternate purchaser) must buy the Offered Shares for which they have exercised
their First Refusal Option, within the later of 30 days after the date of the
receipt of the Company Purchase Notice or 30 days after the date of receipt of
the last Pro Rata Notice received by the Seller, as applicable (in each case,
subject to any extension reasonably necessary to obtain regulatory approvals, if
being diligently pursued, but in any event not more than an additional 90 days).
The Company and each Shareholder agrees that it will diligently pursue any
regulatory approvals required to complete any such purchase. Notwithstanding
anything to the contrary herein, if despite such diligent pursuit any material
required regulatory approval is not obtained by the end of such period by the
Company or any Shareholder, then such party (the "Dropout") shall not be
required to complete such purchase. In such event, if any other Shareholder
and/or the Company has also exercised its First Refusal Option (the "Other
Exerciser"), they shall have the right to purchase the Offered Shares not
purchased by the Dropout, in such proportion as the Other Exercisers shall
agree, or (subject to subjection (v)
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below), they may elect to purchase only some or none of the Offered Shares not
purchased by the Dropout, in each case by notice given prior to the end of the
90 day period referred to above.
(v) All Offered Shares. Unless the Seller shall have
consented to the purchase of less than all of the Offered Shares, both the
Company, pursuant to the exercise of its First Refusal Option, and the
Shareholders (and any alternate purchaser), pursuant to the exercise of their
First Refusal Option, may not purchase any Offered Shares unless all Offered
Shares are purchased by the Company or the Shareholders (and any alternative
purchaser), or by the Company and the Shareholders (and any alternate purchaser)
together.
(vi) Sale Period. If all notices required to be given
pursuant to subsections (i) through (iii) above have been duly given and the
Company and the Shareholders shall have determined not to exercise their
respective First Refusal Options with respect to all of the Offered Shares, then
the Seller shall have the right, for a period of 90 days after expiration of the
last applicable option period specified in subsection (iii), to sell to the
prospective transferee set forth in the Seller's Notice the Offered Shares
remaining unsold at or above the Offer Price and on the other terms and
provisions set forth in the Seller's Notice.
(vii) Closing. Upon the consummation of any purchase by the
Company or other Shareholders hereunder of Offered Shares, the Seller shall
deliver certificates evidencing the Offered Shares sold duly endorsed, or
accompanied by written instruments of transfer, free and clear of any liens and
encumbrances, against delivery of the Offer Price per share in cash.
(c) Tag-Along Rights.
(i) If, at any time, one or more Shareholders (the "Selling
Shareholders") propose to Transfer to any Person or group of Persons (the
"Proposed Purchaser") in any transaction or series of related transactions a
number of Common Shares equal to (x) prior to an Initial Public Offering, 5% and
(y) following an Initial Public Offering, 20% or more of the then outstanding
Common Shares, the Selling Shareholders shall afford each other Shareholder the
opportunity to participate proportionately in such Transfer in accordance with
this Section 3(c). At least 20 days prior to the date proposed for such sale,
the Selling Shareholders shall give notice to the Company, which shall provide a
copy to each other Shareholder with a notice of the proposed Transfer, stating
such Selling Shareholders' intent to make such sale, the number of Common Shares
proposed to be transferred, the kind and amount of consideration to be paid for
such Common Shares and the name of the Proposed Purchaser (the "Purchase
Offer"). Each other Shareholder shall have the right to Transfer to the Proposed
Purchaser a number of Common Shares equal to such Shareholder's Allotment. Such
Shareholder's "Allotment" shall be equal to (A) the total number of Common
Shares proposed to be Transferred by the Selling Shareholders multiplied by (B)
a fraction, the numerator of which is the number of Common Shares owned by such
Shareholder and the denominator of which is the total number of Common Shares
outstanding (assuming, for purposes of this clause (i), the exercise of all
outstanding Warrants).
(ii) Each Shareholder shall have 20 days from the receipt of
the Purchase Offer in which to accept such Purchase Offer by written notice to
the Selling
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Shareholders. Contemporaneously with the sale by the Selling Shareholders, each
other Shareholder so electing to participate shall, on the date of the closing,
sell the Common Shares indicated in its written notice for the same
consideration and on the same terms as those provided by the Proposed Purchaser
to the Selling Shareholders as specified in the Purchase Offer.
(iii) Notwithstanding the foregoing, this Section 3(c) shall
not apply to any Transfer permitted (or, in the event that such provisions shall
have terminated in accordance with Section 12 hereof, that would have been
permitted) by subsections (iii) through (viii) of the first sentence of Section
3(a) or subsections (ii) through (iv) of the second sentence of Section 3(a) or
to any Transfer by any of the CSFB Entities in the event of a Regulatory
Problem, as defined in the letter agreement dated the date hereof between such
parties and the Company. For the avoidance of doubt (A) any transfer by a
Selling Shareholder as to which tag-along rights of other Shareholders would
apply under this Section 3(c) would be subject to Section 3(b) (unless the
latter shall have terminated in accordance with Section 12), (B) compliance with
Sections 3(b) and 3(c) may be effected concurrently and (C) the tag-along rights
of other Shareholders shall apply to any sale to the Company or other
Shareholders (or any alternate purchaser) pursuant to Section 3(b).
(iv) This Section 3(c) shall survive any Initial Public
Offering until the date that is 18 months following the initial closing of such
Initial Public Offering.
(d) Drag-Along Rights. If, at any time, one or more Selling
Shareholders propose to transfer a number of Common Shares owned by them equal
to 56% or more of the then outstanding Common Shares and constituting all of the
Common Shares owned by such Selling Shareholders in a single transaction to a
third party (the "Proposed Acquiror") pursuant to a Qualified Sale (as defined
below), such Selling Shareholders may cause to be included in such Qualified
Sale all, but not less than all, of the Common Shares held by each of the other
Shareholders by providing to each such other Shareholder a notice (a "Qualified
Sale Notice") of the proposed Qualified Sale at least 20 days prior to the date
proposed for such Qualified Sale, stating the identity of the Proposed Acquiror,
the kind and amount of consideration proposed to be paid for the Common Shares
to be purchased by the Proposed Acquiror and the other material terms of such
Qualified Sale. For purposes of determining the number of Common Shares
outstanding pursuant to the immediately preceding sentence, Common Shares
issuable upon the exercise of Warrants, options or other rights to acquire
Common Shares, or upon the conversion or exchange of any security outstanding as
of the time of delivery of the Qualified Sale Notice, shall not be deemed to be
outstanding. In the event a Selling Shareholder so provides a Qualified Sale
Notice with respect to a Qualified Sale, each other Shareholder shall (i) be
obligated to transfer all of the Common Shares owned by such Shareholder to the
Proposed Acquiror on the terms and conditions set forth in the Qualified Sale
Notice and (ii) execute and deliver such instruments of conveyance and transfer
and take such other action, including voting such Shareholder's Common Shares in
favor of such Qualified Sale and executing any purchase agreements, merger or
amalgamation agreements, indemnity agreements, escrow agreements or related
documents, as the Selling Shareholder or the Proposed Acquiror may reasonably
require in order to carry out the terms and provisions of this Section 3(d);
provided, however, that such instruments of conveyance and transfer and such
purchase agreements, merger or amalgamation agreements, indemnity agreements,
escrow agreements and related documents shall not include any representations or
warranties of such Shareholder except such representations and warranties
11
as are ordinarily given by a seller of securities with respect to such seller's
authority to sell, enforceability of agreements against such seller, such
seller's good title in such securities and the good title in such securities to
be acquired at closing by the Proposed Acquiror; provided, further, however,
that any indemnity provision included in any such instrument, agreement or
related document shall only indemnify the Proposed Acquiror with respect to
breaches of such representations and warranties by such Shareholder, without any
obligation or liability for contribution. "Qualified Sale" means a sale by one
or more Selling Shareholders to a third party which is not an Affiliate of
Montpelier or any Shareholder (with any required approval of the Bermuda
Monetary Authority) that meets all of the following requirements: (i) the terms
of such sale were negotiated between such Selling Shareholders and such
unaffiliated third party (or on their behalf by their respective agents or
representatives) on a bona fide arms-length basis, (ii) the terms of such sale
provide that the sale of Common Shares pursuant thereto by each Shareholder that
is not a Selling Shareholder shall be made for the same type and amount of
consideration for each such Common Share sold as is to be received by each
Selling Shareholder for each Common Share sold (except with respect to Electing
Shareholders as set forth below) and in all other respects in a manner such that
each term and condition applicable to such Shareholder is identical to, or no
less favorable than, each corresponding term and condition applicable to any
Selling Shareholder and (iii) either (A) the consideration to be received by
each Shareholder pursuant to such Qualified Sale is solely cash or (B) effective
provision is made such that at the closing of such Qualified Sale each Electing
Shareholder (as defined below) will receive the Cash Equivalent (as defined
below) of any consideration other than cash proposed to be paid pursuant to the
terms of such Qualified Sale. An "Electing Shareholder" is a Shareholder (other
than a Selling Shareholder) that gives written notice, at least five days prior
to the date proposed for a Qualified Sale, to the Selling Shareholders that
provided the Qualified Sale Notice of such Shareholder's election to receive the
Cash Equivalent of any non-cash consideration proposed to be paid pursuant to
the terms of such Qualified Sale. "Cash Equivalent" means an amount in cash
equal to the fair market value (as determined by a qualified appraiser with
experience in the appraising of properties and businesses in the relevant
industry, to be selected by the mutual agreement of the interested parties) of
non-cash consideration to be paid in a Qualified Sale; provided, however, that
if no agreement can be reached, then any such interested party may apply to the
American Arbitration Association for the appointment of an appraiser meeting the
requirements of the preceding sentence, and any such appointment shall be
binding upon the parties. Any such appraiser shall be required to report its
appraisal in writing, within 60 days of its appointment, to each interested
party. For the avoidance of doubt, any Transfer by one or more Selling
Shareholders which exercise their drag-along rights under this Section 3(d)
would not be subject to Section 3(b).
Section 4. Registration Rights.
Subject to obtaining all approvals required by Bermuda
governmental and regulatory authorities and when Montpelier can comply with
Section 39 of the Bermuda Companies Xxx 0000, as amended, the Shareholders shall
then have the right to have their Registrable Securities registered under the
Securities Act and applicable United States state securities laws, and
Montpelier shall then have the related obligations, in accordance with the
following provisions.
12
(a) Registration on Request.
(i) At any time (x) after the third anniversary of the date
of this Agreement, upon the written request of Shareholders holding in the
aggregate 45% of all Registrable Securities then held by Shareholders, without
taking into account the voting provisions of Bye-law 51 (assuming for this
purpose exercise of all outstanding Warrants) or (y) after an initial public
offering, upon the written request of Shareholders holding in the aggregate (A)
in the case of the first request under this clause (y), 15% and (B) in the case
of any request under this clause (y) after such first request, 20% of all
Registrable Securities then held by Shareholders, without taking into account
the voting provisions of Bye-law 51 (assuming for this purpose exercise of all
outstanding Warrants) (such Shareholders being referred to as the "Requesting
Holders"), the Requesting Holders may request that Montpelier either (i) effect
the registration under the Securities Act for an underwritten public offering of
all or part of the Registrable Securities held by them (the "Underwritten
Option"), or (ii) effect the registration of all or any of their Registrable
Securities by filing a registration statement under the Securities Act (the
"Shelf Registration Statement") which provides for the sale by the Requesting
Holders of their Registrable Securities from time to time on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf
Option"), provided, however, that the Requesting Holders may not elect the Shelf
Option if the request thereunder is in connection with or would constitute an
initial public offering. Upon receipt of such request, Montpelier will promptly
give written notice to all other holders of Registrable Securities (the "Other
Holders") that a request for registration has been received. For a period of 15
days following receipt of such notice, the Other Holders may request that
Montpelier also register their Registrable Securities and Montpelier may
determine to register its authorized and unissued securities. After the
expiration of such 15 day period, Montpelier shall notify all holders of the
number of Registrable Securities to be registered. Subject to the provisions of
this Section 4, Montpelier will use its best efforts to cause the prompt
registration under the Securities Act of (A) the Registrable Securities that the
Requesting Holders and the Other Holders have requested Montpelier to register,
and (B) all other Registrable Securities that Montpelier has determined to
register, and in connection therewith will prepare and file a registration
statement under the Securities Act to effect such registration. Such
registration statement shall be on such appropriate registration form of the
Commission as shall be selected by Montpelier and as shall be reasonably
acceptable to the holders of more than 50% of the aggregate shares to be sold by
the Requesting Holders and the Other Holders.
Notwithstanding the foregoing, Montpelier will not be required to
file a registration statement in any of the following situations:
(1) the Registrable Securities of Requesting Holders to be
offered pursuant to such request do not have an aggregate offering price of at
least U.S. $125 million in the case of an initial public offering or U.S. $75
million with respect to any subsequent offering (based on the then current
market price or, in the case of an initial public offering, the aggregate
offering price proposed to be set forth on the cover page of the registration
statement);
(2) during any period (not to exceed 60 days with respect to
each request) when Montpelier has determined to proceed with a public offering
and, in the judgment of the managing underwriter thereof, the requested filing
would have an adverse effect on the
13
public offering; provided, that Montpelier is actively employing in good faith
all reasonable efforts to cause such public offering to be consummated;
(3) during any period (not to exceed 60 days with respect to
each request) when Montpelier is in possession of material non-public
information that the Board determines is in the best interest of Montpelier not
to disclose publicly; or
(4) to the extent required by the managing underwriter in an
underwritten public offering, during a period, not to exceed 180 days in the
case of the initial public offering or 90 days in the case of all other
offerings, following the effectiveness of any previous registration statement
filed by Montpelier.
The right of Montpelier not to file a registration statement
pursuant to paragraphs (2) and (4) above may not be exercised more than once in
any twelve-month period, and pursuant to paragraph (3) above may not be
exercised more than twice in any twelve-month period.
Requesting Holders holding a majority of the Registrable
Securities requested to be registered may, at any time prior to the effective
date of the registration statement relating to such registration, revoke such
request, without liability to any of the other Requesting Holders or the Other
Holders, by providing a written notice to Montpelier revoking such request.
(ii) Number of Registrations; Expenses. Montpelier shall not
be obligated to effect more than one registration in any 180-day period of
Registrable Securities pursuant to requests from Requesting Holders under this
Section 4(a). Montpelier shall pay all Registration Expenses in connection with
the first six registrations that the Requesting Holders request pursuant to this
Section 4(a). The Requesting Holders, and if applicable, the Other Holders that
requested that their Registrable Securities be registered and the Company shall
pay all Registration Expenses in connection with later registrations pursuant to
this Section 4(a) pro rata according to the number of Registrable Securities
registered by each of them pursuant to such registration. However, in connection
with all registrations, each Shareholder shall pay all underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition
of such Shareholder's Registrable Securities pursuant to this Section 4(a). If
the first request hereunder is in connection with or would constitute an initial
public offering, the Registrable Securities shall be offered pursuant to a firm
commitment underwriting.
(iii) Effective Registration Statement. If the Requesting
Holders elect the Underwritten Option in connection with a registration
requested pursuant to this Section 4(a), such registration shall not be deemed
to have been effected unless the registration statement relating thereto (A) has
become effective under the Securities Act and any of the Registrable Securities
of the Shareholders included in such registration have actually been sold
thereunder, and (B) has remained effective for a period of at least 180 days (or
such shorter period in which all Registrable Securities of the Requesting
Holders and, if applicable, Montpelier and the Other Holders included in such
registration have actually been sold thereunder); provided, however, that if
after any registration statement requested pursuant to this Section 4(a) becomes
effective (A) such registration statement is subject to any stop order,
injunction or other order or requirement of the Commission or other governmental
agency or court solely due to the actions
14
or omissions to act of Montpelier and (B) less than 75% of all of the
Registrable Securities included in such registration have been sold thereunder,
or less than 75% of the Registrable Securities of a particular Requesting Holder
or Other Holder included in such registration have been sold thereunder, then
such registration statement shall not constitute a registration of Registrable
Securities to be effected by Montpelier pursuant to Section 4(a)(ii) and
Montpelier shall pay all the Registration Expenses related thereto; and provided
further, that if fewer than 80% of the aggregate number of Registrable
Securities requested to be registered by the Requesting Holders and Other
Holders pursuant to this Section 4(a) are actually included by Montpelier in
such registration as a result of the operation of Section 4(a)(v), then such
registration shall not constitute a registration of Registrable Securities to be
effected by Montpelier for purposes of the second sentence of Section 4(a)(ii)
only, and Montpelier shall pay all the Registration Expenses related thereto.
(iv) Selection of Underwriters. If the Requesting Holders
elect the Underwritten Option, Requesting Holders holding a majority of the
Registrable Securities requested to be registered shall have the right to select
the lead managing underwriter for the offering; provided, however, that such
selection shall be subject to approval by Montpelier, which approval shall not
be unreasonably withheld; and provided, further, that Montpelier shall have the
right to appoint a co-manager in all cases subject to the approval of Requesting
Holders holding a majority of the Registrable Securities requested to be
registered, which approval shall not be unreasonably withheld.
(v) Pro Rata Participation in Requested Registrations. If a
requested registration pursuant to this Section 4(a) involves an underwritten
offering and the managing underwriter advises Montpelier, the Requesting Holders
and the Other Holders in writing that, in its view, the number of equity
securities requested to be included in such registration exceeds the largest
number of securities which can be sold without having an adverse effect on such
offering, including the price at which such securities can be sold, the number
of Registrable Securities requested to be registered by the Requesting Holders
and the Other Holders included by Montpelier in such registration shall be
allocated pro rata (subject to adjustments for tax considerations as provided in
Subsection (C) below) among the Requesting Holders and the Other Holders on the
basis of the relative number of Registrable Securities then held by them;
provided, however, that:
(A) if Montpelier intends to issue Registrable Securities
and to include them in such registration, Montpelier's
allocation shall first be subject to reduction before
the number of Registrable Securities to be registered by
the Requesting Holders and the Other Holders is subject
to any reduction;
(B) Requesting Shareholders and Other Holders who become
subject to a reduction pursuant to this Section 4(a)(v)
in the amount of Registrable Securities to be included
in a registration statement may elect not to sell any
Registrable Securities pursuant to the registration
statement; and
15
(C) the Board may alter, amend or modify the allocation
provisions contained in this Section 4(a)(v) (other than
the provisions in Section 4(a)(v)(A)) if it reasonably
determines in good faith that such action would be
likely to result in favorable tax treatment or to avoid
unfavorable tax treatment of Montpelier or the
Shareholders; provided, however, that such action is
applied uniformly with respect to similarly situated
Shareholders and that no distinction is made based on
citizenship or jurisdiction of incorporation or
organization.
(vi) If the Requesting Holders elect the Shelf Option, the
Company agrees to use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective and usable for the resale of the applicable
Registrable Securities for a period ending on the first date on which all the
Registrable Securities covered by such Shelf Registration Statement have been
sold pursuant to such Shelf Registration Statement, but in no event longer than
180 days. The foregoing notwithstanding, Montpelier shall have the right in its
reasonable discretion, based on any valid business purpose (including without
limitation to avoid the disclosure of any material non-public information that
Montpelier is not otherwise obligated to disclose or to coordinate such
distribution with other shareholders that have registration rights with respect
to any securities of Montpelier or with other distributions of Montpelier
(whether for the account of Montpelier or otherwise)), to suspend the use of the
applicable Shelf Registration Statement for a reasonable length of time (a
"Delay Period") and from time to time; provided, that the aggregate number of
days in all Delay Periods occurring in any period of twelve consecutive months
shall not exceed 90 days; and provided, further, that the 180 day limit referred
to above shall be extended by the number of days in any applicable Delay Period.
Montpelier shall provide written notice to each holder of Registrable Securities
covered by the Shelf Registration Statement of the beginning and the end of each
Delay Period and such holders shall cease all disposition efforts with respect
to Registrable Securities held by them immediately upon receipt of notice of the
beginning of any Delay Period.
(b) Incidental Registration.
(i) If Montpelier at any time proposes to register any of
its shares or any options, warrants or other rights to acquire, or securities
convertible into or exchangeable for, its shares (the "Priority Securities")
under the Securities Act (other than a registration (A) relating to shares
issuable upon exercise of employee share options or in connection with any
employee benefit or similar plan of Montpelier, (B) in connection with any
amalgamation, scheme of arrangement, merger or consolidation by Montpelier or
any Affiliate of Montpelier or the acquisition by Montpelier or any such
Affiliate of the shares or substantially all the assets of any other Person, or
(C) pursuant to Section 4(a)) in a manner which would permit registration of
Registrable Securities for sale to the public under the Securities Act (whether
or not for sale for its own account), including in an initial public offering,
it shall each such time, subject to the provisions of Section 4(b)(ii), give
prompt written notice to all holders of record of Registrable Securities of its
intention to do so and of such Shareholders' rights under this Section 4(b), at
least 30 days prior to the anticipated filing date of the registration statement
relating to such registration. Such notice shall offer all such Shareholders the
opportunity to include in such registration statement such number of Registrable
Securities as each such Shareholder may
16
request. Upon the written request of any such Shareholder made within 20 days
after the receipt of Montpelier's notice (which request shall specify the number
of Registrable Securities intended to be disposed of by such Shareholder),
Montpelier will use its best efforts to effect the registration under the
Securities Act of all Registrable Securities that Montpelier has been so
requested to register by the Shareholders thereof; provided, however, that (A)
if such registration involves an underwritten offering, all holders of
Registrable Securities requesting to be included in Montpelier's registration
must sell their Registrable Securities to the underwriters selected by
Montpelier on the same terms and conditions as apply to Montpelier, and (B) if,
at any time after giving written notice pursuant to this Section 4(b)(i) of its
intention to register any Priority Securities and prior to the effective date of
the registration statement filed in connection with such registration,
Montpelier shall determine for any reason not to register such Priority
Securities, Montpelier shall give written notice to all holders of Registrable
Securities and shall thereupon be relieved of its obligation to register any
Registrable Securities in connection with such registration (without prejudice,
however, to rights of Shareholders under Section 4(a)). If a registration
pursuant to this Section 4(b) involves an underwritten public offering, any
holder of Registrable Securities requesting to be included in such registration
may elect, in writing prior to the effective date of the registration statement
filed in connection with such registration, not to register such Registrable
Securities in connection with such registration. No registration effected under
this Section 4(b) shall relieve Montpelier of its obligations to effect a
registration upon request under Section 4(a). Montpelier shall pay all
Registration Expenses in connection with each registration of Registrable
Securities requested pursuant to this Section 4(b). However, each Shareholder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Shareholder's Registrable Securities
pursuant to a registration statement effected pursuant to this Section 4(b).
(ii) Priority in Incidental Registrations. If a registration
pursuant to this Section 4(b) involves an underwritten offering and the managing
underwriter advises Montpelier in writing that, in its good faith view, the
number of equity securities (including all Registrable Securities) that
Montpelier and the Shareholders intend to include in such registration exceeds
the largest number of securities that can be sold without having an adverse
effect on such offering, including the price at which such Registrable
Securities can be sold, Montpelier will include in such registration (A) first,
all the Priority Securities to be sold for Montpelier's own account; and (B)
second, to the extent that the number of Priority Securities is less than the
number of Registrable Securities that the underwriter has advised Montpelier can
be sold in such offering without having the adverse effect referred to above,
Registrable Securities requested to be included in such registration by the
Shareholders pursuant to Section 4(b)(i), pro rata among all Shareholders
requesting registration on the basis of the relative number of Registrable
Securities then held by them. Shareholders subject to such allocation may elect
not to sell any Registrable Securities pursuant to the registration statement.
The Board may alter, amend or modify the allocation provisions contained in this
paragraph if it determines in good faith that such action would be likely to
result in favorable tax treatment or to avoid unfavorable tax treatment of
Montpelier or the Shareholders; provided, however, that such action is applied
uniformly with respect to similarly situated Shareholders and that no
distinction is made based on citizenship or jurisdiction of incorporation or
organization. Notwithstanding any provision hereof to the contrary, Shareholders
will have no rights under this Section 4(b) in respect of a public offering by
Montpelier of its Common Shares (or any other securities or rights to acquire
17
securities offered by Montpelier) made pursuant to a registration statement
filed within one year of the date of this Agreement.
(iii) If Montpelier at any time proposes to effect a public
offering in a jurisdiction other than the United States of any of its shares or
any options, warrants or other rights to acquire, or securities convertible into
or exchangeable for, its shares (other than a public offering (A) relating to
shares issuable upon exercise of employee share options or in connection with
any employee benefit or similar plan of Montpelier, or (B) in connection with an
acquisition by Montpelier of another company), Montpelier and the Shareholders
will have the rights and be subject to the obligations agreed in this Section
4(b) to the extent and where applicable.
(c) Holdback Agreements.
(i) Each Shareholder agrees, for the benefit of the
underwriters referred to below, not to effect any sale or distribution,
including any private placement or any sale pursuant to Rule 144 (or any
successor provision) under the Securities Act, of any Registrable Securities,
other than to an Affiliate or by pro rata distribution to its shareholders,
partners or other beneficial holders (in each case, which agree to be bound by
the remaining provisions hereof), and not to effect any such sale or
distribution of any other equity security of Montpelier or of any security
convertible into or exchangeable or exercisable for any equity security of
Montpelier, during the ten days prior to, and during a period, not to exceed 180
days in the case of the initial public offering or 90 days in the case of all
other offerings, after the effective date of any registration statement filed
pursuant to Section 4(a) or (b) in connection with an underwritten offering,
without the consent of the managing underwriter of such offering, except as part
of such registration, if permitted; provided, however, that each holder of
Registrable Securities has received written notice of such registration at least
two Business Days prior to the anticipated beginning of the ten day period
referred to above. Each Shareholder agrees that it will enter into any agreement
reasonably requested by the underwriters of any such underwritten offering to
confirm its agreement set forth in the preceding sentence.
(ii) Montpelier agrees (A) that if any registration of
Registrable Securities shall be in connection with an underwritten public
offering, not to effect any public sale or distribution of any of its equity
securities or of any security convertible into or exchangeable or exercisable
for any equity security of Montpelier (other than any such sale or distribution
of such securities in connection with any merger, amalgamation, reorganization
or consolidation by Montpelier or any Affiliate of Montpelier or the acquisition
by Montpelier or an Affiliate of Montpelier of the shares or substantially all
the assets of any other Person or in connection with an employee stock ownership
or other benefit plan) during the ten days prior to, and to the extent required
by the managing underwriter in an underwritten public offering, during a period,
not to exceed 180 days in the case of the initial public offering or 90 days in
the case of all other offerings, which begins on the effective date of such
registration statement, without the consent of the managing underwriters of such
offering, and (B) that any agreement entered into after the date hereof pursuant
to which Montpelier issues or agrees to issue any privately placed equity
securities shall contain a provision under which the holders of such securities
agree not to effect any public sale or distribution of any such securities
during the period and in the manner referred to in the foregoing clause (A),
including any private placement and any sale pursuant to
18
Rule 144 under the Securities Act (or any successor provision), except as part
of such registration, if permitted.
(d) Registration Procedures.
In connection with any offering of Registrable Securities
registered pursuant to this Section 4, Montpelier shall use its best efforts to
obtain all necessary permissions from the Bermuda governmental and regulatory
authorities and shall:
(i) Promptly prepare and, upon obtaining all necessary
permissions from Bermuda governmental and regulatory authorities for the issue
or transfer of shares, file a registration statement with the Commission within
60 days after receipt of a request for registration, and use its best efforts to
cause such registration statement to become, as soon as practicable, and remain,
effective as provided herein; provided, however, that before filing with the
Commission a registration statement or prospectus or any amendments or
supplements thereto, Montpelier will (A) furnish to one counsel selected by the
holders of a majority of the Registrable Securities requested to be registered
copies of all such documents proposed to be filed for such counsel's review and
comment (and Montpelier shall not file any such document to which such counsel
shall have reasonably objected in writing on the grounds that such document does
not comply (explaining why) in all material respects with the requirements of
the Securities Act or the rules or regulations thereunder), and (B) notify each
holder of Registrable Securities requested to be registered of any stop order
issued or threatened by the Commission and take all reasonable actions required
to prevent the entry of such stop order or to remove it if entered.
(ii) Prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for a period of not less than 180 days or such shorter period that
will terminate when all Registrable Securities covered by such registration
statement have been sold (but not before the expiration of the periods referred
to in Section 4(3) and Rule 174 of the Securities Act or any successor
provision, if applicable), and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement.
(iii) Furnish to each holder and each underwriter, if any,
of Registrable Securities covered by such registration statement such number of
copies of such registration statement, each amendment and supplement thereto (in
each case including all exhibits thereto), and the prospectus included in such
registration statement, including each preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as any
Shareholder may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Shareholder.
(iv) Use its best efforts to register or qualify such
Registrable Securities under such other state securities or "blue sky" laws of
such jurisdictions as any holder, and underwriter, if any, of Registrable
Securities covered by such registration statement reasonably requests and do any
and all other acts and things that may be reasonably necessary or advisable to
enable such Shareholder and each underwriter, if any, to consummate the
disposition in such
19
jurisdictions of the Registrable Securities owned by such Shareholder; provided,
however, that Montpelier will not be required to (A) qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Subsection (iv), (B) subject itself or any of its Subsidiaries to
taxation or regulation (insurance or otherwise) of its or their respective
businesses in any such jurisdiction other than Bermuda, or (C) consent to
general service of process in any such jurisdiction.
(v) Use its best efforts to cause the Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary by virtue of the
business and operations of Montpelier and its Subsidiaries to enable the holder
or holders thereof to consummate the disposition of such Registrable Securities
in accordance with the intended method or methods of distribution thereof.
(vi) Promptly notify each holder of such Registrable
Securities, the sale or placement agent, if any, thereof and the managing
underwriter or underwriters, if any, thereof (A) when such registration
statement or any prospectus included therein or any prospectus amendment or
supplement or post-effective amendment has been filed, and, with respect to such
registration statement or any post-effective amendment, when the same has become
effective, (B) of any comments by the Commission and by the Blue Sky or
securities commissioner or regulator of any state with respect thereto or any
material request by the Commission for amendments or supplements to such
registration statement or prospectus or for additional information, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of
such registration statement or the initiation or threatening of any proceedings
for that purpose and (D) of the receipt by Montpelier of any notification with
respect to the suspension of the qualification of the Registrable Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose.
(vii) Use its best efforts to obtain as soon as possible the
lifting of any stop order that might be issued suspending the effectiveness of
such registration statement.
(viii) Immediately notify each holder of such Registrable
Securities at any time when a prospectus relating thereto is required to be
delivered under the Securities Act of the happening of any event that comes to
Montpelier's attention if as a result of such event the prospectus included in
such registration statement contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading; and Montpelier will promptly prepare
and furnish to such Shareholder a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading.
(ix) Use its best efforts to cause all such Registrable
Securities to be listed on a national securities exchange in the United States
or NASDAQ and on each securities exchange on which similar securities issued by
Montpelier may then be listed, and enter into such customary agreements
including a listing application and indemnification agreement in customary form,
and, subject to Bermuda law, to provide a transfer agent and registrar for such
20
Registrable Securities covered by such registration statement no later than the
effective date of such registration statement.
(x) Enter into such customary agreements (including an
underwriting agreement or qualified independent underwriting agreement, in each
case, in customary form) and take all such other actions as the holders of a
majority of the Registrable Securities requested to be registered or the
underwriters retained by such Shareholders, if any, reasonably request in order
to expedite or facilitate the disposition of such Registrable Securities,
including customary representations, warranties, indemnities and agreements and
preparing for, and participating in, such number of "road shows" and all such
other customary selling efforts as the underwriters reasonably request in order
to expedite or facilitate such disposition.
(xi) Make available for inspection, during business hours of
Montpelier, by any holder of Registrable Securities requested to be registered,
any underwriter participating in any disposition pursuant to such registration
statement, and any attorney, accountant or other agent retained by any such
Shareholder or underwriter (collectively, the "Inspectors"), all financial and
other records, pertinent corporate and business documents and documents relating
to the properties of Montpelier and its Subsidiaries (collectively, "Records"),
if any, as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause Montpelier's officers, directors, employees
and independent auditors, and those of Montpelier's Subsidiaries, to supply all
information and respond to all inquiries reasonably requested by any such
Inspector in connection with such registration statement.
(xii) Obtain a "cold comfort" letter addressed to the
holders of the Registrable Securities being sold from Montpelier's appointed
auditors in customary form and covering such matters of the type customarily
covered by "cold comfort" letters as the holders of a majority in interest of
the Registrable Securities being sold reasonably request, and dated the
effective date of such registration statement (and if such registration
statement contemplates an underwritten offering of a part or all of the
Registrable Securities, dated the date of the closing under the underwriting
agreement relating thereto).
(xiii) Obtain an opinion of counsel to Montpelier addressed
to the holders of the Registrable Securities being sold in customary form and
covering such matters, of the type customarily covered by such an opinion, as
the managing underwriters, if any, or as the holders of a majority in interest
of the Registrable Securities being sold may reasonably request, addressed to
such holders and the placement or sales agent, if any, thereof and the
underwriters, if any, thereof, and dated the effective date of such registration
statement (or if such registration statement contemplates an underwritten
offering of a part or all of the Registrable Securities, dated the date of the
closing under the underwriting agreement relating thereto).
(xiv) Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, Bermuda law concerning share
offerings to the public and all conditions imposed by Bermuda governmental or
regulatory authorities or under Bermuda law, and make available to the
Shareholders, as soon as reasonably practicable, an earnings statement covering
a period of at least twelve months beginning after the effective date of the
registration statement (as the term "effective date" is defined in Rule 158(c)
under the Securities Act) which
21
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.
It shall be a condition precedent to the obligation of Montpelier
to take any action with respect to any Registrable Securities that the holder
thereof shall furnish to Montpelier such information regarding such holder, the
Registrable Securities and any other Montpelier securities held by such holder
as Montpelier shall reasonably request and as shall be required in connection
with the action taken by Montpelier. Montpelier agrees not to include in any
amendment to any registration statement with respect to any Registrable
Securities, or any amendment of or supplement to the prospectus used in
connection therewith, any reference to any holder of any Registrable Securities
covered thereby by name, or otherwise identify such holder as the holder of
Registrable Securities, without the consent of such holder, such consent not to
be unreasonably withheld or delayed, unless such disclosure is required by law
or regulation.
Each holder of Registrable Securities agrees that, upon receipt
of any notice from Montpelier of the happening of any event of the kind
described in Section 4(d)(viii), such Shareholder will forthwith discontinue
disposition of Registrable Securities until such Shareholder's receipt of the
copies of the supplemented or amended prospectus contemplated by Section
4(d)(viii), and, if so directed by Montpelier such Shareholder will deliver to
Montpelier (at Montpelier's expense) all copies (including, without limitation,
any and all drafts), other than permanent file copies, then in such
Shareholder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice. In the event that Montpelier
shall give any such notice, the period mentioned in Section 4(d)(ii) shall be
extended by the greater of (A) three months, or (B) the number of days during
the period from and including the date of the giving of such notice pursuant to
Section 4(d)(viii) to and including the date when each holder of Registrable
Securities covered by such registration statement shall have received the copies
of the supplemented or amended prospectus contemplated by Section 4(d)(viii).
(e) Indemnification.
(i) Indemnification by Montpelier. In consideration of the
agreements of the holders of the Registrable Securities contained herein and in
the several Subscription Agreements, and as an inducement to such holders to
enter into the Subscription Agreement, when Montpelier can comply with Section
39 of the Bermuda Companies Xxx 0000, as amended, Montpelier shall agree that in
the event of any registration under the Securities Act pursuant to this
Agreement, Montpelier will indemnify and hold harmless, to the full extent
permitted by law, each of the holders of any Registrable Securities covered by
such registration statement, their respective directors and officers, members,
general partners, limited partners, managing directors, each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls, is controlled by or is under common
control with any such Shareholder or any such underwriter within the meaning of
the Securities Act (and directors, officers, controlling Persons, members,
partners and managing directors of any of the foregoing) against any and all
losses, claims, damages or liabilities, joint or several, and expenses including
any amounts paid in any settlement effected with Montpelier's consent, which
consent will not be unreasonably withheld, to which such Shareholder, any such
director or officer, member, or general or limited partner or managing director
or any such underwriter or controlling Person may become subject under the
Securities Act, United States state securities
22
"blue sky" laws, common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) or
expenses arise out of or are based upon (A) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary, final or summary prospectus contained therein or any amendment or
supplement thereto, (B) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (C) any violation or alleged violation by Montpelier
of any United States federal, state or common law rule or regulation applicable
to Montpelier and relating to action required of or inaction by Montpelier in
connection with any such registration. Montpelier shall reimburse each such
Shareholder and each such director, officer, member, general partner, limited
partner, managing director or underwriter and controlling Person for any legal
or any other expenses reasonably incurred by them in connection with
investigating or defending such loss, claim, liability, action or proceeding;
provided, however, that Montpelier shall not be liable in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in such
registration statement or amendment or supplement thereto or in any such
preliminary, final or summary prospectus in reliance upon and in conformity with
written information furnished to Montpelier or its representatives by such
Shareholder, in its capacity as a Shareholder in Montpelier, or any such
director, officer, member, general or limited partner, managing director,
underwriter or controlling Person expressly for use in the preparation thereof
(it being understood and agreed that Montpelier shall be required to indemnify
any CSFB Entity in its capacity as a Shareholder regardless of any information
furnished to Montpelier or its representatives by any underwriter which is also
an Affiliate or controlling Person of any CSFB Entity, but is not a CSFB Entity
itself); provided, further, that Montpelier shall not be liable to any Person
who participates as an underwriter in the offering or sale of Registrable
Securities, if any, or any other Person (other than a holder of Registrable
Securities covered by the registration statement), if any, who controls such
underwriter within the meaning of the Securities Act, pursuant to this Section
4(e)(i) with respect to any preliminary prospectus or the final prospectus or
the final prospectus as amended or supplemented as the case may be, to the
extent that any such loss, claim, damage or liability of such underwriter or
controlling Person (other than a holder of Registrable Securities covered by the
Registration Statement) results from the fact that such underwriter sold
Registrable Securities to a Person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the final prospectus
or of the final prospectus as then amended or supplemented, whichever is most
recent, if Montpelier has previously furnished copies thereof to such
underwriter and such final prospectus, as then amended or supplemented, had
corrected any such misstatement or omission, except that the indemnification
obligation of Montpelier with respect to any Person who participates as an
underwriter in the offering or sale of Registrable Securities, or any other
Person (other than a holder of Registrable Securities covered by the
registration statement), if any, who controls such underwriter within the
meaning of the Securities Act, pursuant to this proviso shall be modified in
such manner, which shall be reasonably acceptable to Montpelier and a majority
of the holders of Registrable Securities participating in any such registration,
as is consistent with customary practice with respect to underwriting agreements
for offerings of such type. The indemnity provided for herein, when it becomes a
commitment of Montpelier, shall remain in full force and effect regardless of
any investigation made by or on behalf of such Shareholder or any such
23
director, officer, member, general partner, limited partner, managing director,
underwriter or controlling Person and shall survive the transfer of such
securities by such Shareholder.
(ii) Indemnification by the Shareholders and Underwriters.
Montpelier will require, as a condition to including any Registrable Securities
in any registration statement filed in accordance with the provisions hereof,
that Montpelier shall have received an undertaking reasonably satisfactory to it
from the holders of such Registrable Securities or any underwriter, to indemnify
and hold harmless (in the same manner and to the same extent as set forth in
Subsection (i) above) Montpelier and its directors, officers, controlling
persons and all other prospective sellers and their respective directors,
officers, general and limited partners, managing directors, and their respective
controlling Persons with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary,
final or summary prospectus contained therein, or any amendment or supplement,
if such statement or alleged statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to
Montpelier or its representatives by or on behalf of such Shareholder, in its
capacity as a Shareholder in Montpelier, or such underwriter, as applicable,
expressly for use in the preparation of such registration statement,
preliminary, final or summary prospectus or amendment or supplement, or a
document incorporated by reference into any of the foregoing; provided, however,
that in no event shall any of the CSFB Entities be required to indemnify anyone
because of information furnished to Montpelier or its representatives by any
underwriter who is also an Affiliate or controlling Person of any CSFB Entity,
but is not a CSFB Entity itself. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of Montpelier or any
of the holders of Registrable Securities, underwriters or any of their
respective directors, officers, members, general or limited partners, managing
directors or controlling Persons and shall survive the transfer of such
securities by such Shareholder; provided, however, that no such Shareholder
shall be liable in the aggregate for any amounts exceeding the amount of the
proceeds to be received by such holder from the sale of its Registrable
Securities pursuant to such registration (after deducting any fees, discounts
and commissions applicable thereto), as reduced by any damages or other amounts
that such holder was otherwise required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.
(iii) Notices of Claims, etc. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any action
or proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 4(e), such indemnified party will, if a claim in
respect thereof is to be made against an indemnifying party, promptly give
written notice to the indemnifying party of the commencement of such action;
provided, however, that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnifying party of its obligations
under the preceding subsections of this Section 4(e), except to the extent that
the indemnifying party is actually materially prejudiced by such failure to give
notice. In case any such action is brought against an indemnified party, unless
in such indemnified party's reasonable judgment a conflict of interest between
such indemnified party and indemnifying parties may exist in respect of such
claim, the indemnifying party will be entitled to participate in and, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will
24
not be liable to such indemnified party for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof,
unless in such indemnified party's reasonable judgment a conflict of interest
between such indemnified and indemnifying parties arises in respect of such
claim after the assumption of the defense thereof, and the indemnifying party
will not be subject to any liability for any settlement made without its consent
(which consent shall not be unreasonably withheld). No indemnifying party will
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such
claim or litigation. An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel in any single jurisdiction for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated
to pay the fees and expenses of such additional counsel or counsels as may be
reasonably necessary. Notwithstanding anything to the contrary set forth herein,
and without limiting any of the rights set forth above, in any event any party
will have the right to retain, at its own expense, counsel with respect to the
defense of a claim.
(iv) Contribution. In order to provide for just and
equitable contribution in circumstances in which the indemnity agreement
provided for in this Section 4(e) is for any reason unavailable, or insufficient
to hold harmless an indemnified party in respect of any loss, claim, damage,
liability (or actions or proceedings in respect thereof) or expense referred to
herein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) or expense, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 4(e)(iv) were determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 4(e)(iv).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, or liabilities (or actions or proceedings in respect thereof)
or expenses referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4(e)(iv), no holder shall be required to contribute
any amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of
25
the amount by which the total price at which the Registrable Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriter's obligations in this
Section 4(e)(iv) to contribute shall be several in proportion to the number of
Registrable Securities sold or underwritten, as the case may be, by them and not
joint. For purposes of this Section 4(e), each Person, if any, who controls a
Shareholder or an underwriter within the meaning of Section 15 of the Securities
Act shall have the same rights to contribution as such Shareholder or
underwriter, and each director of Montpelier, each officer of Montpelier who
signed the registration statement, and each Person, if any, who controls
Montpelier within the meaning of Section 15 of the Securities Act shall have the
same rights to contribution as Montpelier.
(f) Underwriting Agreement.
Holders of Registrable Securities requested to be registered
pursuant to this Section 4 in connection with an underwritten public offering
shall be parties to the underwriting agreement with the underwriters for such
offering in connection with such offering and may, at their option, require that
any or all of the representations and warranties by, and the agreements on the
part of, Montpelier to and for the benefit of such underwriters be made to and
for the benefit of such holders of Registrable Securities and that any or all of
the conditions precedent to the obligations of such underwriters under such
underwriting agreement shall also be conditions precedent to the obligations of
such holders of Registrable Securities. No underwriting agreement or other
agreement in connection with such offering shall require any such holder of
Registrable Securities to make any representations or warranties to or agreement
with Montpelier or the underwriters other than representations, warranties or
agreements regarding such holder, such holder's Registrable Securities and such
holder's intended method of distribution or any other representations required
by applicable law and agreements regarding indemnification and contribution to
the effect, but only to the extent, provided in Section 4(e).
(g) No Inconsistent Agreements. Montpelier covenants and agrees
that it shall not grant registration rights other than those under this
Agreement with respect to the Common Shares or any other securities without the
prior written consent of the holders of more than 75% in aggregate (after taking
into account the voting provisions of Bye-law 51) of the Common Shares then held
by all of the Shareholders that are parties to this Agreement. Montpelier
represents and warrants that, except as set forth in this Agreement, it is not
currently a party to any agreement with respect to any of its equity or debt
securities granting any registration rights to any Person.
(h) Rule 144 and Rule 144A. At all times after a public offering
of any of Montpelier's shares, Montpelier agrees that it will file in a timely
manner all reports required to be filed by it pursuant to the Exchange Act, and,
if at any time thereafter, Montpelier is not required to file such reports, it
will make available to the public, to the extent required to permit the sale of
Common Shares by any holder of Registrable Securities pursuant to Rule 144 and
Rule 144A under the Securities Act, current information about itself and its
activities as
26
contemplated by Rule 144 and Rule 144A under the Securities Act, as such Rules
may be amended from time to time. Notwithstanding the foregoing, the Company may
deregister any class of its equity securities under Section 12 of the Exchange
Act or suspend its duty to file reports with respect to any class of its
securities pursuant to Section 15(d) of the Exchange Act if it is then permitted
to do so pursuant to the Exchange Act and the rules and regulations thereunder.
(i) Termination. The registration rights set forth in this
Section 4 shall not be available to any Shareholder, nor shall the obligations
set forth in Section 4(c)(i) be applicable to any Shareholder (other than in
connection with the initial public offering) if, in the opinion of counsel to
Montpelier, all of the Registrable Securities then owned by such Shareholder
could be sold (i) in any 90-day period pursuant to Rule 144 under the Act
(without giving effect to the provisions of Rule 144(k)), or (ii) without
restrictions pursuant to Rule 144(k); provided, however, that the registration
rights set forth in this Section 4 shall be available to a Shareholder under the
circumstances set forth in the preceding clause (i) in the event that such
Shareholder agrees to pay a pro rata portion of the Registration Expenses
incurred in connection with such registration.
Section 5. Provision of Information. Each Shareholder shall provide
information to Montpelier as and to the extent required by Bye-law 53 of
Montpelier's Bye-laws.
Section 6. Restrictive Legends.
(a) Each certificate representing Common Shares (including any
Warrant Shares) shall be stamped or otherwise imprinted with a legend in
substantially the following form:
"Any sale, assignment, transfer, pledge or other disposition of
the shares represented by this certificate is restricted by, and
the rights attaching to these shares are subject to, the terms
and conditions contained in the Bye-laws of the Company and the
Shareholders Agreement dated as of December 12, 2001, as they may
be amended from time to time, which are available for examination
by registered holders of shares at the registered office of the
Company. The registered holder of the shares represented by this
certificate, by acquiring and holding such shares, shall be
deemed a party to such Shareholders Agreement for all purposes
and shall be required to agree in writing to be bound by and
perform all of the terms and provisions of such Shareholders
Agreement, all as more fully provided therein. In addition, any
transferee of the shares represented by this certificate shall be
deemed to be a party to such Shareholders Agreement for all
purposes and shall be required by the transferring shareholder to
agree in writing to acquire and hold such shares subject to all
of the terms of such Agreement, all as more fully provided
therein, which terms are to be enforced by the shareholders of
the Company.
The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"),
27
or any United States state securities laws and may not be
transferred, sold or otherwise disposed of unless (i)(a) a
registration statement is in effect under the Securities Act with
respect to such shares, or (b) a written opinion of counsel
reasonably acceptable to the Company is provided to the Company
to the effect that no such registration is required for such
transfer, sale or disposal, and (ii) if required by law, the
transferee is approved by applicable Bermuda regulatory
authorities."
(b) Following termination of Section 3(c) of this Agreement,
Montpelier shall, promptly upon request and surrender of the legended
certificate, deliver a replacement certificate not containing the first
paragraph of the legend above in exchange for the legended certificate. In the
event that Common Shares are disposed of pursuant to an effective registration
statement or, following an initial public offering, Rule 144 (or any successor
provision) under the Securities Act, Montpelier shall promptly upon request
deliver a replacement certificate not containing either paragraph of the legend
above in exchange for the legended certificate.
Section 7. Competition.
(a) Each Shareholder agrees that each Shareholder and its
officers, directors, employees, agents and Affiliates may, alone or in
combination with any other Person, engage in activities or businesses, make
investments in and acquisitions of any Person, and enter into partnerships and
joint ventures with any Person, whether or not competitive now or in the future
with the businesses or activities of Montpelier or any Subsidiary of Montpelier,
and neither Montpelier nor any Shareholder shall have the right to disclosure of
any information in regard thereto, to participate therein, or to derive any
profits therefrom.
(b) Each Shareholder and Montpelier agree that none of the
Shareholders or any of their respective officers, directors, employees, agents
or Affiliates shall have the obligation to refer to Montpelier or its
Subsidiaries any business opportunities presented or developed by any of them.
Section 8. Transactions With Affiliates.
(a) Montpelier shall not, and shall not permit any Subsidiary to,
enter into any transaction with any Person having a 10% or greater equity
interest in Montpelier, with any director, officer or employee of Montpelier or
any Subsidiary of Montpelier, with any member of the immediate family of any
such director, officer or employee, or with any entity in which such director,
officer or employee or any member of the immediate family of any of them is (or
was within the last 12 months) a director, officer or employee or has a 10% or
greater equity interest or any Affiliate of such entity (any of the foregoing
individuals or entities, an "Affiliated Entity"), other than (i) compensation
arrangements approved by the Board, (ii) any of the following between Xxxxxxxx
Group or any Affiliate, on the one hand, and Montpelier or any Subsidiary, on
the other: (w) brokering of inwards insurance or reinsurance business to
Montpelier or any Subsidiary; (x) arranging, structuring, distributing and
advising on any outwards reinsurance protection on behalf of Montpelier or any
Subsidiary; (y) licensing of software products to Montpelier or any Subsidiary;
or (z) providing financial advisory services to Montpelier or any Subsidiary and
(iii) any transaction approved by a vote of the majority of the
28
Independent Directors. As used herein, the term "Independent Director" shall
mean each member of the Board who is not (x) the person with which such
transaction would be effected or (y) a person on account of which the Person
with which the transaction would be effected is an Affiliated Entity. Without
limiting the foregoing, any transaction to which this Section applies (other
than compensation arrangements approved by the Board under clause (i) of the
preceding sentence) shall be on commercially reasonable terms and for
consideration not less favorable to Montpelier or such Subsidiary than could be
reached in an arms-length negotiation.
(b) This Section 8 shall survive any Initial Public Offering
until such time as less than 50% of the then outstanding Common Shares
(excluding shares issuable pursuant to outstanding Warrants) are held by the
Shareholders in the aggregate.
Section 9. Restrictions on Other Agreements.
No Shareholder shall enter into or agree to be bound by any
voting trust or voting agreement with respect to the Common Shares. No
Shareholder shall enter into any shareholder agreement or arrangements of any
kind with any person with respect to the Common Shares on terms inconsistent
with the provisions of this Agreement (whether or not such agreements and
arrangements are with other Shareholders or holders of Common Shares that are
not parties to this Agreement).
Section 10. Financial Statements and Other Information.
(a) Montpelier shall furnish or shall cause to be furnished to
each Shareholder the following information (with respect to the information in
subsections (iv), (v) and (vi) below, only if requested by the Shareholder) at
the following times:
(i) with respect to each fiscal quarter of Montpelier, no
later than 45 days after the end of such quarter, a consolidated summary balance
sheet, income statement and cash flow statement as of the end of and for such
quarter and the comparable quarter of the preceding fiscal year together with a
letter from management of Montpelier summarizing the financial condition,
results of operations and business of Montpelier and its subsidiaries as of the
end of and for such quarter;
(ii) accompanying the financial information to be delivered
pursuant to clause (a)(i) above, a certificate, executed by the principal
financial officer of Montpelier, stating that such information was prepared in
accordance with U.S. generally accepted accounting principles consistently
applied, with such exceptions as are set forth in detail in such certificate;
(iii) with respect to each full fiscal year of Montpelier,
no later than 90 days after the end of such year, a consolidated balance sheet,
income statement and cash flow statement as of the end of and for such year and,
if applicable, the two preceding fiscal years, prepared in accordance with U.S.
generally accepted accounting principles consistently applied and accompanied by
a signed audit report by a "Big Five" (or successor thereto) accounting firm,
together with a letter from management of Montpelier summarizing the financial
condition, results of operations and business of Montpelier and its subsidiaries
as of the end of and for such year;
29
(iv) with respect to each fiscal quarter and full fiscal
year of each Subsidiary of Montpelier, an income statement and balance sheet
prepared in accordance with U.S. generally accepted accounting principles, not
later than 45 days (90 days in the case of the full year information) after the
end thereof;
(v) not more than 15 days after the preparation thereof, (x)
any monthly financial statements or reports prepared, if any, by or for the
management of Montpelier, and (y) any monthly income statement or balance sheet
prepared, if any, by or for the management of any Subsidiary of Montpelier; and
(vi) not less than 15 days after the preparation thereof,
annual budgets, broken down quarterly, annual business plans and any updates of
such budgets or business plans prepared with respect to Montpelier and its
Subsidiaries by or for the management or Board of Montpelier or any Subsidiary.
(vii) This Section 10(a) (other than subsection (vi)) shall
survive any Initial Public Offering as to Cypress Merchant B Partners II
(Cayman) L.P., Cypress Merchant Banking II - A C.V., Cypress Side-by-Side
(Cayman) L.P., 55th Street Partners II (Cayman) L.P., OIP Montpelier, L.P., the
CSFB Entities, Vestar-Montpelier Holdings A L.P., Vestar-Montpelier Holdings B,
L.P. and Vestar-Montpelier Employees Ltd. only, but with respect to each such
Shareholder, only for so long as such Shareholder (or group of affiliated
Shareholders) holds greater than (i) 2% of the outstanding Common Shares on a
fully diluted basis or (ii) 75% of the number of Common Shares it and its
Affiliates purchased on the Closing Date (provided that such percentage shall be
adjusted accordingly in the event of any stock dividend, stock split,
reclassification, recapitalization, or exchange of shares).
(b) Montpelier will, and will cause its Subsidiaries to, (1)
permit each Shareholder during normal business hours to visit and inspect any of
its properties and those of its Subsidiaries, including books and records (and,
prior to an initial public offering only, make copies thereof), (2) make
appropriate officers and directors of Montpelier and its Subsidiaries available
periodically for consultation with such Shareholder with respect to matters
relating to the respective business and affairs of Montpelier and its
Subsidiaries, including, without limitation, significant changes in management
personnel and compensation of employees, introduction of new products or new
lines of business, important acquisitions or dispositions of plants and
equipment, significant research and development programs, the purchasing or
selling of important licenses, trademarks or concessions, and the proposed
commencement or compromise of significant litigation and (3) consider the
recommendations of such Shareholder in connection with the matters on which it
is consulted as described above, recognizing that the ultimate discretion with
respect to all such matters shall be retained by Montpelier and its
Subsidiaries. This Section 10(b) shall survive any Initial Public Offering as to
Cypress Merchant B Partners II (Cayman) L.P., Cypress Merchant Banking II - A
C.V., Cypress Side-by-Side (Cayman) L.P., 55th Street Partners II (Cayman) L.P.,
OIP Montpelier, L.P., the CSFB Entities, Vestar-Montpelier Holdings A L.P.,
Vestar-Montpelier Holdings B, L.P. and Vestar-Montpelier Employees Ltd. only,
but only for so long as such Shareholder (or group of affiliated Shareholders)
holds greater than 2% of the outstanding Common Shares on a fully diluted basis;
provided, however, that notwithstanding the foregoing, this Section 10(b) shall
thereafter survive with respect to any such Shareholder as long as it holds any
Common Shares purchased under
30
the Subscription Agreement, if and only to the extent that such Shareholder
establishes, to the reasonable satisfaction of the Company, that such survival
is necessary in order for such Shareholder's investment in Montpelier to qualify
as a "venture capital investment" for purposes of the United States Department
of Labor Regulation published at 29 C.F.R. Section 2510.3-101(d)(3)(i).
(c) For so long as any of Cypress Merchant B Partners II (Cayman)
L.P., Cypress Merchant Banking II - A C.V., Cypress Side-by-Side (Cayman) L.P.,
55th Street Partners II (Cayman) L.P., OIP Montpelier, L.P., the CSFB Entities,
Vestar-Montpelier Holdings A L.P., Vestar-Montpelier Holdings B, L.P.,
Vestar-Montpelier Employees Ltd., Xxxxxxxx, Xxxxxxxxx & Xxxx, MFP Investors, LLC
with respect to which it is expected that Xxx Xxxxxxx will serve as the
observer, Xxxxxxxx Group, Xxxxxxx Global Equity Partners, L.P., Xxxxxxx Global
Equity Partners (Bermuda), L.P., GGEP-SK, LLC, OneBeacon Insurance Company, The
Camden Fire Insurance Association and Pennsylvania General Insurance Company
shall own, individually or as a group with its other affiliated Shareholders,
(i) prior to an Initial Public Offering, at least 2% of the outstanding Common
Shares on a fully diluted basis and (ii) following an Initial Public Offering,
at least (A) 5% of the outstanding Common Shares on a fully diluted basis or (B)
75% of the number of Common Shares it and its Affiliates purchased on the
Closing Date (provided that such percentage shall be adjusted accordingly in the
event of any stock dividend, stock split, reclassification, recapitalization, or
exchange of shares), such Shareholder shall be permitted to have an observer
(with each group of affiliated Shareholders to appoint the same individual as
its observer) that shall be permitted to attend all meetings of the Board and
shall be provided with copies of all notices, information and documents as shall
be provided to the Directors on the Board at such times as such Directors shall
be provided therewith. Until the earlier to occur of (i) the date of any Initial
Public Offering and (ii) the date that Securitas Montpelier, LP, no longer owns
at least (x) 2% of the outstanding Common Shares on a fully diluted basis or (y)
100% of the number of Common Shares it purchased on the Closing Date (provided
that such percentage shall be adjusted accordingly in the event of any stock
dividend, stock split, reclassification, recapitalization or exchange of
shares), such Shareholder shall be permitted to have an observer that shall be
permitted to attend all meetings of the Board and shall be provided with copies
of all notices, information and documents as shall be provided to the Directors
on the Board at such times as such Directors shall be provided therewith. The
Company shall not be responsible for any travel or other expenses of any such
observer. Until the later to occur of (i) the date of any Initial Public
Offering and (ii) the date that Cypress Merchant B Partners II (Cayman) L.P.,
Cypress Merchant Banking II - A C.V., Cypress Side-by-Side (Cayman) L.P., 55th
Street Partners II (Cayman) L.P., OIP Montpelier, L.P., the CSFB Entities,
Vestar-Montpelier Holdings A L.P., Vestar-Montpelier Holdings B, L.P. and
Vestar-Montpelier Employees Ltd. no longer owns, individually or as a group with
its other affiliated Shareholders, at least 5% of the outstanding Common Shares
on a fully diluted basis, Montpelier shall (1) cause each Subsidiary of
Montpelier to provide to each such Shareholder copies of all notices,
information and documents as shall be provided to the members of the Board of
Directors of such Subsidiary in connection with meetings thereof, which shall
constitute notification of significant corporate actions with respect to such
Subsidiary, and (2) provide to each such Shareholder such other rights of
consultation as may be required pursuant to regulations, advisory opinions or
announcements issued after the date of this Agreement by the United States
Department of Labor or by a court of competent jurisdiction in order for such
Shareholder's investment in Montpelier to qualify as a "venture capital
investment" for purposes
31
of the United States Department of Labor Regulation published at 29 C.F.R.
Section 2510.3-101(d)(3)(i). This Section 10(c) shall survive any Initial Public
Offering.
(d) Notwithstanding any other provision hereof the Company may,
as a condition to the rights of any Shareholder under this Section 10, require
such Shareholder to execute and deliver a confidentiality agreement in
commercially reasonable form covering all non-public information conveyed to
such Shareholder.
Section 11. Further Action.
Each Shareholder shall, for so long as such Shareholder owns any
Common Shares or Warrants (i) take any and all action (on a timely basis)
necessary to carry out the intentions of the Shareholders set forth in this
Agreement, including, without limitation, voting (or causing the voting of), all
Common Shares held by such Shareholder in favor of any necessary amendment to
the Memorandum of Association or the Bye-laws of the Company and (ii) refrain
from taking any willful action knowingly inconsistent with this Agreement
including, without limitation, voting (or causing the voting of) any Common
Shares held by such Shareholder in a manner inconsistent with this Agreement.
Section 12. Term.
This Agreement shall terminate upon the first to occur of (a) an
Initial Public Offering, (b) the consent of Montpelier and all Shareholders who
are parties to this Agreement that the Agreement be terminated, (c) any
transaction with any Person pursuant to which shares or other securities of such
Person are exchanged or substituted for all the Common Shares, provided that the
shares or securities of such Person issued to the Shareholders are registered
under the Securities Act and applicable United States state securities laws and
listed on a United States national securities exchange or NASDAQ, (d) the
liquidation or dissolution of Montpelier or (e) the tenth anniversary of the
date of this Agreement; provided, however, that (i) in the case of termination
pursuant to clauses (a) or (b), (A) the provisions of Section 4 (other than
Section 4(e)) shall survive until the earlier of (x) the occurrence of an event
specified in clause (c), provided the aggregate market value of the listed
securities of the Person with which such transaction is consummated is not less
than $500 million at the time of consummation of such transaction and the
Shareholders receive freely tradeable shares or securities (other than any limit
on transfer arising from any Shareholder's status as an affiliate, as such term
is used in the Securities Act and the rules thereunder, of such Person or of
Montpelier; provided, that the foregoing provisions of Section 4 shall not
terminate unless all Shareholders which are subject to such a limit receive
registration rights entitling such Shareholders to request registration of the
shares or securities received) in exchange for their Common Shares (any event
specified in clause (c) which meets the requirements of this clause (x), a
"Qualifying C Transaction"), (y) the occurrence of an event specified in clause
(d) above or (z) the tenth anniversary of the termination of this Agreement, in
each case to the extent such rights have not theretofore been exercised, (B) the
provisions of Sections 6 and 7 shall survive the termination of this Agreement
and (C) the last two sentences of Section 3(a) and Sections 3(c), 8 and 10 shall
survive any Initial Public Offering as set forth therein, (ii) in the case of
termination pursuant to clause (e), Sections 6 and 7 shall survive the
termination of this Agreement, (iii) in the case of termination pursuant to
clause (c), unless the event causing such termination is a Qualifying C
Transaction,
32
the provisions of Section 4 (other than Section 4(e)) shall survive until the
earlier of (A) the occurrence of an event that is a Qualifying C Transaction,
(B) the occurrence of an event specified in clause (d) above or (C) the tenth
anniversary of the termination of this Agreement, in each case to the extent
such rights have not theretofore been exercised, and (iv) in any case the
provisions of Sections 4(e), 5 and 11 through 24 shall survive the termination
of this Agreement.
Section 13. Amendments.
Neither this Agreement nor any provision hereof may be amended
except by an instrument in writing signed by Montpelier and Shareholders holding
at least a majority (or such higher percentage as shall be specified in any
provision which is the subject of a proposed amendment) (after taking into
account the voting provisions of Bye-law 51) of the Common Shares then held by
all of the Shareholders who are parties to this Agreement; provided that, if any
such amendment adversely affects the rights, obligations or tax treatment of any
Shareholder, such amendment shall not be effective unless (i) the instrument
relating thereto is signed by Shareholders holding at least 75% (or such higher
percentage as shall be specified in any provision which is the subject of a
proposed amendment) (after taking into account the voting provisions of Bye-law
51) of the Common Shares then held by all of the Shareholders who are parties to
this Agreement, (ii) all similarly situated Shareholders are no worse than
proportionately adversely affected (or any Shareholder which is proportionately
more adversely affected than other similarly situated Shareholders consents to
the amendment) and (iii) the amendment is approved by Shareholders who would be
adversely affected by the amendment who hold at least 75% (without taking into
account the voting provisions of Bye-law 51) of the Common Shares held by all
Shareholders who would be adversely affected thereby. Any amendment approved in
the foregoing manner will be effective as to all Shareholders. For the avoidance
of doubt, the addition or deletion of any Person as a party hereto in accordance
with the terms hereof shall not constitute an amendment hereof.
Section 14. Waiver and Consent.
No action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action of compliance with any
representations, warranties, covenants or agreements contained herein. The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any preceding or succeeding breach,
and no failure by any party to exercise any right or privilege hereunder shall
be deemed a waiver of such party's rights or privileges hereunder or shall be
deemed a waiver of such party's rights to exercise the same at any subsequent
time or times hereunder.
Section 15. Recapitalization, Exchanges, etc..
Except as expressly provided otherwise herein, the provisions of
this Agreement shall apply to the full extent set forth herein with respect to
shares or other securities in Montpelier or any other Person that may be issued
in respect of, in exchange for, or in substitution of the Common Shares or the
Warrants.
33
Section 16. Notices.
All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed, unless otherwise specified herein, to
have been duly given if sent by hand, mail, courier service, cable, telex,
facsimile or other mode of representing words in a legible and non-transitory
form (a) if to the Shareholders, at their respective addresses in the Register
of Shareholders of Montpelier or at such other address as any of the
Shareholders may have furnished to the Company in writing, and (b) if to the
Company at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, XX 00,
Attention: Company Secretary, or such other address as Montpelier may have
furnished to the Shareholders in writing.
All such communications shall be deemed to have been given,
delivered or received when so received, if sent by hand, cable, telex, facsimile
or similar mode, on the next Business Day after sending if sent by Federal
Express or other similar overnight delivery service, on the fifth Business Day
after mailing if sent by mail and otherwise on the actual day of receipt.
Section 17. Specific Performance.
Each of the parties hereto acknowledges and agrees that in the
event of any breach of this Agreement, the non-breaching parties would be
irreparably harmed and could not be made whole by monetary damages. Accordingly,
each of the parties hereto agrees that the other parties, in addition to any
other remedy to which they may be entitled at law or in equity, shall be
entitled, subject to applicable law, to compel specific performance of this
Agreement.
Section 18. Entire Agreement.
This Agreement (including the Schedules hereto), the Subscription
Agreement and the Bye-laws of Montpelier and any other agreements delivered at
the Closing constitute the entire agreement between the parties hereto and
supersede all prior agreements and understandings, oral and written, between the
parties hereto with respect to the subject matter hereof.
Section 19. Severability.
To the fullest extent permitted by applicable law, any provision
of this Agreement that is prohibited, unenforceable or not authorized in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or lack of authorization without invalidating
the remaining provisions hereof or affecting the validity, unenforceability or
legality of such provision in any other jurisdiction.
Section 20. Binding Effect; Benefit.
Except for Section 4(c)(i), which shall be enforceable by the
underwriters referred to therein, nothing in this Agreement, expressed or
implied, is intended to confer on any Person other than the parties hereto, and
their respective successors, legal representatives and permitted assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
34
Section 21. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon
the parties hereto, and their respective successors, legal representatives and
permitted assigns. Neither this Agreement nor any rights or obligations
hereunder shall be assignable by any Shareholder except in connection with a
Transfer of Common Shares or Warrants permitted hereunder, in which case,
subject to the next sentence, the rights and obligations hereunder shall be
transferred pro rata. No such assignment shall be effective unless the assignee
shall execute and deliver an agreement in form and substance reasonably
satisfactory to Montpelier agreeing to be bound by this Agreement (or the
surviving provisions hereof).
Section 22. Interpretation.
The Table of Contents and the Headings contained in this
Agreement are for convenience only and shall not affect the meaning or
interpretation of this Agreement. All references herein to Sections,
Subsections, clauses and Schedules shall be deemed references to such parts of
this Agreement, unless the context otherwise requires. All pronouns and any
variations thereof refer to the masculine, feminine or neuter, as the case may
require. The definitions of terms in this Agreement shall be applicable to both
the singular and plural forms of the terms defined where either such form is
used in this Agreement. Whenever the words "include," "includes" or "including"
are used in this Agreement, they shall be deemed to be followed by the words
"without limitation." The words "herein," "hereof" and "hereunder," and other
words of similar import, refer to this Agreement as a whole and not to any
particular Section, Subsection, or clause.
Section 23. Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
Section 24. Applicable Law.
The validity of this Agreement, its construction, interpretation
and enforcement, and the rights of the parties hereunder, shall be determined
under, governed by and construed in accordance with the laws of New York without
giving effect to the principles of conflicts of laws thereof except for specific
references to the laws or regulations of Bermuda or any other jurisdiction. Each
party hereto agrees that any suit, action or other proceeding arising out of
this Agreement may be brought and litigated in the appropriate federal and state
courts of the State of New York and each party hereto hereby irrevocably
consents to personal jurisdiction and venue in any such court and hereby waives
any claim it may have that such court is an inconvenient forum for the purposes
of any such suit, action or other proceeding. The Shareholders and Montpelier
each hereby irrevocably designates and appoints CT Corporation with offices on
the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, and its successors, as its
agent to receive, accept or acknowledge for or on behalf of it, service of any
and all
35
legal process, summonses, notices and documents that may be served in any such
suit, action or proceeding in any such court. Each Shareholder acknowledges that
CT Corporation will transmit services of any and all legal process, summonses,
notices and documents that may be served in any such suit, action or proceeding
in any such court to such Shareholder's address as shown in the Register of
Shareholders of Montpelier from time to time. Each Shareholder further
irrevocably consents to the service of any and all legal process, summonses,
notices and documents by the mailing of copies thereof by registered or
certified air mail, postage prepaid, to such party at the address of such party
as shown in the Register of Shareholders of Montpelier from time to time.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
MONTPELIER RE HOLDINGS LTD.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director
Date: December 12, 2001
---------------------------------------------
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
00XX XXXXXX PARTNERS II (CAYMAN) L.P.
By: Cypress Associates II (Cayman) L.P.,
its general partner
By: CMBP II (Cayman) Ltd., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
Date: December 12th, 2001
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
55th Street Partners II (Cayman) L.P.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
ARRAN PARTNERS, L.P.
By: Wyper Partners L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Arran Partners, L.P.
c/o Wyper Capital Management, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
AXP VARIABLE PORTFOLIO-CAPITAL RESOURCE FUND, A
SERIES OF AXP VARIABLE PORTFOLIO INVESTMENT SERIES,
INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President, AXP Variable
Portfolio Investment Series, Inc.
Date: December 10, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
AXP Variable Portfolio-Capital Resource Fund,
a Series of AXP Variable Portfolio Investment Series, Inc.
25671 AXP Financial Center
Xxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
BANK OF AMERICA CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President, Treasurer
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Bank of America Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Xx Xxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXX XXXXXX
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------------
Date: 12-12-01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
OneBeacon
00 Xxxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXXX GROUP plc
By: /s/ Xxxx X. Whiter
---------------------------------------------
Name: Xxxx X. Whiter
Title: Director
Date: 12 December 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxxx Group plc
00 Xxxxxxxxxxx
Xxxxxx, XX0X 0XX
Xxxxxx Xxxxxxx
Attention: Xxxx Whiter
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXX X. XXXXX
By: /s/ Xxxx X. Xxxxx
---------------------------------------------
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxx X. Xxxxx
OneBeacon
00 Xxxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
CENTURY CAPITAL PARTNERS II, L.P.
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------------------
Name: Managing Member
Title: Xxxxx Xxxxxxxxx
Date: 12/7/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Century Capital Partners II, L.P.
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx
Xxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
CYPRESS MERCHANT B PARTNERS II (CAYMAN) L.P.
By: Cypress Associates II (Cayman) L.P.,
its general partner
By: CMBP II (Cayman) Ltd., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
Date: December 12th, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Cypress Merchant B Partners II (Cayman) L.P.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
CYPRESS MERCHANT BANKING II - A C.V.
By: Cypress Associates II (Cayman) L.P.,
its managing general partner
By: CMBP II (Cayman) Ltd., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
Date: December 12th, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Cypress Merchant Banking II-A C.V.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
CYPRESS SIDE-BY-SIDE (CAYMAN) L.P.
By: Cypress Associates II (Cayman) L.P.,
its general partner
By: CMBP II (Cayman) Ltd., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
Date: December 12th, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Cypress Side-By-Side (Cayman) L.P.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
By executing below, the undersigned shall become a party to,
and to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
DLJMB OVERSEAS PARTNERS III, C.V.
By: DLJ Merchant Banking III, Inc.,
its Managing General Partner
By: /s/ Xxxxxx Xxxx
---------------------------------------------
Name: Xxxxxx Xxxx
Title: Attorney-In-Fact
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
DLJ Merchant Banking
Eleven Madison Avenue, 16th Floor
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
DLJ OFFSHORE PARTNERS III, C.V.
By: DLJ Merchant Banking III, Inc.,
its Advisory General Partner
By: /s/ Xxxxxx Xxxx
---------------------------------------------
Name: Xxxxxx Xxxx
Title: Attorney-In-Fact
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
DLJ Merchant Banking
Eleven Madison Avenue, 16th Floor
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
DLJ OFFSHORE PARTNERS III-1, C.V.
By: DLJ Merchant Banking III, Inc.,
its Advisory General Partner
By: /s/ Xxxxxx Xxxx
---------------------------------------------
Name: Xxxxxx Xxxx
Title: Attorney-In-Fact
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
DLJ Merchant Banking
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
DLJ OFFSHORE PARTNERS III-2, C.V.
By: DLJ Merchant Banking III, Inc.,
its Advisory General Partner
By: /s/ Xxxxxx Xxxx
---------------------------------------------
Name: Xxxxxx Xxxx
Title: Attorney-In-Fact
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
DLJ Merchant Banking
Eleven Madison Avenue, 16th Floor
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
DLJ MB PARTNERS III GmbH & CO. KG
By: DLJ Merchant Banking III, Inc.
Manager of DLJMB III, LLC
General Partner of DLJ Merchant Banking III, L.P.,
its Managing Limited Partner
By: /s/ Xxxxxx Xxxx
---------------------------------------------
Name: Xxxxxx Xxxx
Title: Attorney-In-Fact
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
DLJ Merchant Banking
Eleven Madison Avenue, 16th Floor
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION,
as nominee for Credit Suisse First Boston Private
Equity, Inc., DLJ First ESC, L.P., EMA 2001 Plan,
L.P., Docklands 2001 Plan, L.P., Xxxxxxxxxxx 0000
Plan, L.P. and CSFB 2001 Investors, L.P.
By: /s/ Xxxxxx Xxxx
---------------------------------------------
Name: Xxxxxx Xxxx
Title: Attorney-In-Fact
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
DLJ Merchant Banking
Eleven Madison Avenue, 16th Floor
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXX & PARTNERS SECURITIES, LLC
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Managing Member
Date: 12/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxx & Partners Securities, LLC
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: X.X. Xxxxxxx, Xx.
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXXX XXXX III
By: /s/ Xxxxxxxx Xxxx III
---------------------------------------------
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxxx Xxxx III
c/o Paragon Associates
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/ Xxxxxxx Xxxxxxx Xx.
---------------------------------------------
Name:Xxxxxxx Xxxxxxx Xx.
Title: Managing Member
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
c/o Farallon Capital Management, L.L.C.
0 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/ Xxxxxxx Xxxxxxx Xx.
---------------------------------------------
Name:Xxxxxxx Xxxxxxx Xx.
Title: Managing Member
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Farrallon Capital Institutional Partners III, L.P.
c/o Farallon Capital Management, L.L.C.
0 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
FINANCIAL STOCKS CAPITAL PARTNERS L.P.
By: Financial Stocks, Inc.,
---------------------------------------------
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman & CEO
Date: 12/8/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Financial Stocks Capital Partners L.P.
c/o Financial Stocks, Inc.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
MUTUAL SHARES FUND
MUTUAL QUALIFIED FUND
MUTUAL BEACON FUND
MUTUAL DISCOVERY FUND
MUTUAL EUROPEAN FUND
MUTUAL FINANCIAL SERVICES FUND
MUTUAL SHARES SECURITIES FUND
MUTUAL DISCOVERY SECURITIES FUND
MUTUAL BEACON FUND (Canada)
FRANKLIN MUTUAL BEACON FUND
By: Franklin Mutual Advisers, LLC,
its Investment Advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Franklin Mutual Advisers, LLC
00 XXX Xxxxxxx
0xx Xxxxx
Xxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXXX XXXXXXXXX & XXXX CAPITAL PARTNERS, L.P.
By: Xxxxxxxx Xxxxxxxxx & Xxxx XX, LLC,
its General Partner
/s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxx
Managing Member
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxxx Xxxxxxxxx & Xxxx Capital Partners, L.P.
0 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
FFL EXECUTIVE PARTNERS, L.P.
By: Xxxxxxxx Xxxxxxxxx & Xxxx XX, LLC,
its General Partner
/s/ Xxxxxxxxxxx X. Xxxxx
----------------------------------------------------
Xxxxxxxxxxx X. Xxxxx
Managing Member
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
FFL Executive Partners, L.P.
0 Xxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
GGEP-SK, LLC
By: GGEP Management, L.L.C., its manager
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Authorized Signatory
Date: 12 Dec 01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
GGEP-SK, LLC
x/x Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx, X.X.X.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
and
GGEP-SK, LLC
x/x Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx, X.X.X.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXX GLOBAL EQUITY PARTNERS (BERMUDA), L.P.
By: GGEP Investments (Bermuda), L.L.C.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Authorized Signatory
Date: 12 Dec 01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxx Global Equity Partners (Bermuda), L.P.
x/x Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx, X.X.X.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
and
Xxxxxxx Global Equity Partners (Bermuda), L.P.
x/x Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx, X.X.X.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
with copies to
Xxxxxxx Global Equity Partners, L.P.
000 Xxxxx Xxxxx Xxxx
Xxx Xxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXX GLOBAL EQUITY PARTNERS, L.P.
By: GGEP Investments, L.L.C.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Authorized Signatory
Date: 12 Dec 01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxx Global Equity Partners, L.P.
x/x Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx, X.X.X.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
and
Xxxxxxx Global Equity Partners, L.P.
x/x Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx, X.X.X.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
with copies to
Xxxxxxx Global Equity Partners, L.P.
000 Xxxxx Xxxxx Xxxx
Xxx Xxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
K. XXXXXX XXXX
By: /s/ K. Xxxxxx Xxxx
---------------------------------------------
Date: 12 Dec 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
White Mountains Insurance Group, Ltd.
00 Xxxxx Xxxxxx
Xxxxx Xxxxx Xxxxxxxx, XX 00000
Attention: K. Xxxxxx Xxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
THE XXXXXX X. XXXXXXX FAMILY TRUST
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxxx, Trustee
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
White Mountains Insurance Group, Ltd.
0000 Xxxxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
MAIN STREET ASSURANCE CORPORATION
By: Prospector Partners, LLC,
---------------------------------------------
its Investment Manager
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Main Street Assurance Corporation
c/o Prospector Partners, LLC
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
MFP PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Member, MFP Investors
LLC (General Partner)
Date: 12/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
MFP Partners, L.P.
c/o MFP Investors, LLC
00 XXX Xxxxxxx, 0xx Xxxxx
Xxxxx Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
NATIONAL GRANGE MUTUAL
INSURANCE COMPANY
By: Prospector Partners, LLC,
---------------------------------------------
Its Investment Manager
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
National Grange Mutual Insurance Company
c/o Prospector Partners, LLC
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
NORTHAVEN PARTNERS, L.P.
By: /s/ Xxxxxxx Xxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Member of General Partner
Date: 12/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Northaven Partners, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
NORTHAVEN PARTNERS II, L.P.
By: /s/ Xxxxxxx Xxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Member of General Partner
Date: 12/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Northaven Partners II, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
NORTHAVEN PARTNERS III, L.P.
By: /s/ Xxxxxxx Xxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Member of General Partner
Date: 12/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Northaven Partners III, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
OIP MONTPELIER, L.P.
By: /s/ Xxxxx Xxxxx
-------------------------------------------
Name: Xxxxx Xxxxx
Title: Director of General Partner
Date: 12/12/01
-------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
OIP Montpelier, L.P.
000 Xxxx Xxxxxx
00xx Xxxxx, Xxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
ONEBEACON INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
Date: 12/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
OneBeacon Insurance Company
Finance Department
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
PALLADIUM PARTNERS, L.P.
By: /s/ Xxxxxx Xxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxx
Title: VP & General Counsel
Levco GP, Inc.
Managing General Partner
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Palladium Partners, L.P.
Xxx Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
PALLADIUM OFFSHORE, LTD.
By: /s/ Xxxxxx Xxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxx
Title: VP & General Counsel
Xxxx X. Xxxxx & Co., Inc.
Investment Manager
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Palladium Offshore, Ltd.
Xxx Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXX X. XXXXX
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Date: 2/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxx X. Xxxxx
c/o MFP Investors , LLC
00 XXX Xxxxxxx, 0xx Xxxxx
Xxxxx Xxxxx, XX 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
PROSPECTOR PARTNERS FUND, L.P.
By: Prospector Associates, LLC,
---------------------------------------------
Its general partner
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Prospector Partners Fund, L.P.
c/o Prospector Partners
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
PROSPECTOR OFFSHORE FUND
(BERMUDA), LTD.
By: Prospector Partners, LLC,
---------------------------------------------
Its Investment Manager
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Prospector Offshore Fund (Bermuda), Ltd.
c/o Prospector Partners, LLC
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
PROSPECTOR PARTNERS SMALL CAP
FUND, L.P.
By: Prospector Associates, LLC,
---------------------------------------------
Its general partner
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Prospector Partners Small Cap Fund, L.P.
c/o Prospector Partners, LLC
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
RENAISSANCE EXECUTIVE PARTNERS, L.P.
By: /s/ A.M. Frinquelli
---------------------------------------------
Name: A.M. Frinquelli
Title: Partner
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Renaissance Fund Advisors
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
RENAISSANCE OFFSHORE PARTNERS, L.P.
By: /s/ A.M. Frinquelli
---------------------------------------------
Name: A.M. Frinquelli
Title: Partner
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Renaissance Offshore Partners, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
RR CAPITAL PARTNERS, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/ Xxxxxxx Xxxxxxx Xx.
---------------------------------------------
Name: Xxxxxxx Xxxxxxx Xx.
Title: Managing Member
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
c/o Farallon Capital Management, L.L.C.
0 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
SECURITAS MONTPELIER, LP
By: Securitas Montpelier, Ltd.
---------------------------------------------
its general partner
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Director
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
Date:
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Securitas Montpelier, LP
c/o Securitas Capital
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, Xx.
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
SECURITAS MONTPELIER, LP
By: /s/ Securitas Montpelier, Ltd.
---------------------------------------------
its general partner
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Director
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
Date:
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Securitas Montpelier, LP
c/o Securitas Capital
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, Xx.
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
ROCKY MOUNTAIN INVESTORS, LP
By: /s/ Xxxxxx X. Xxxxxx, G.P.
---------------------------------------------
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Rocky Mountain Investors
000 Xxxxxx Xxxxx, Xxxxx 0
Xxxxx Xxxxx Xxxxxxxx, XX 00000
Attention: Xxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXX XXXXXXX
By: /s/ Xxxxx Xxxxxxx
---------------------------------------------
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxx X. Xxxxxxx
OneBeacon
00 Xxxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXX XXXXXX
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------------
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxx XX0 0XX
Xxxxxx Xxxxxxx
Attention: Xxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
THIRD AVENUE TRUST, ON BEHALF OF THE
THIRD AVENUE SMALL-CAP VALUE
FUND SERIES
By: /s/ Xxxxx Xxxxx
---------------------------------------------
Name: Xxxxx Xxxxx
Title: President
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Third Avenue Trust
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
THIRD AVENUE TRUST, ON BEHALF OF THE
XXXX AVENUE VALUE FUND SERIES
By: /s/ Xxxxx Xxxxx
---------------------------------------------
Name: Xxxxx Xxxxx
Title: President
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Third Avenue Trust
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
TRIDENT CAPITAL FUND-IV, L.P.
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Managing Director
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Trident Capital Fund-IV, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: X. Xxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
TRIDENT CAPITAL FUND-IV PRINCIPALS FUND, L.P.
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Managing Director
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Trident Capital Fund-IV Principals Fund, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: X. Xxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
TRIDENT CAPITAL FUND-IV AFFILIATES FUND (Q), L.P.
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Managing Director
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Trident Capital Fund-IV Affiliates Fund (Q), L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: X. Xxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
TRIDENT CAPITAL FUND-IV AFFILIATES FUND, L.P.
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Managing Director
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Trident Capital Fund-IV Affiliates Fund, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: X. Xxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
TRIDENT CAPITAL FUND-V, L.P.
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Managing Director
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Trident Capital Fund-V, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: X. Xxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
TRIDENT CAPITAL PARALLEL FUND-V, C.V.
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Managing Director
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Trident Capital Parallel Fund-V, C.V.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: X. Xxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
TRIDENT CAPITAL FUND-V PRINCIPALS FUND, L.P.
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Managing Director
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Trident Capital Fund-V Principals Fund, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: X. Xxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
TRIDENT CAPITAL FUND-V AFFILIATES FUND (Q), L.P.
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Managing Director
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Trident Capital Fund-V Affiliates Fund (Q), L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: X. Xxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
TRIDENT CAPITAL FUND-V AFFILIATES FUND, L.P.
By: /s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Managing Director
Date: 12/10/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Trident Capital Fund-V Affiliates Fund, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attention: X. Xxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
VESTAR-MONTPELIER HOLDINGS A L.P.
By: Vestar-Montpelier Associates, L.P.,
its general partner
By: Vestar-Montpelier Managers, Ltd.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Vestar-Montpelier Holdings A L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
VESTAR-MONTPELIER HOLDINGS B L.P.
By: Vestar-Montpelier Associates, L.P.,
its general partner
By: Vestar-Montpelier Managers, Ltd.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Vestar-Montpelier Holdings B L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
VESTAR-MONTPELIER EMPLOYEES LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Officer of the Director
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Vestar-Montpelier Employees Ltd.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXX XXXXXX
By: /s/ Xxxxx Xxxxxx
---------------------------------------------
Date: 12-12-01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxx X. Xxxxxx
00 Xxxxxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXX X. XXXXX
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxx X. Xxxxx
00 Xxxxxxxxx Xxxx
Xxxxxx, XX 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
YALE UNIVERSITY
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Member,
MFP Investors LLC
(Investment Adviser)
Date: 12/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Yale University
c/o MFP Investors LLC
00 XXX Xxxxxxx, 0xx Xxxxx
Xxxxx Xxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXXXX FAMILY 2000, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Member
Date: 12/17/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxxxx Family 2000, LLC
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXX LIVING TRUST, DATED 12-10-96
By: /s/ X. Xxxxxxxx Xxxxxx
---------------------------------------------
X. Xxxxxxxx Xxxxxx
Date: 12/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxx Living Trust, Dated 12-10-96
000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: X. Xxxxxxxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXX X. XXXXX
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxx X. Xxxxx
c/o R.E. Xxxxxx & Co.
00 Xxxxx Xxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxx Xxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXX XXXXXXX
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------------
Date: Dec 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxx Xxxxxxx
00 Xxxx Xx.
Xxxxx, XX 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
LITTLE OAK HILL PARTNERSHIP, L.P.
By: /s/ K. Xxxxxx Xxxx
---------------------------------------------
Name: K. Xxxxxx Xxxx
Title: General Partner
Date: 12 Dec 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
K. Xxxxxx Xxxx, GP
Little Oak Hill Partnership, L.P.
0 Xxxxxxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXXX XXXXX TRUST CO., TRUSTEE
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Trust Officer
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Xxxxxxx Xxxxx Trust Company of New York, Trustee
FBO Folksamerica Holding Company
Voluntary Deferred Compensation Plan Trust
1600 Xxxxxxx Xxxxx Drive, MSC 0603
Xxxxxxxxxx, XX 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxx
Title: General Counsel &
Managing Director
Date: December 12, 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Bank of New York,
as Trustee for the Financial Security
Assurance Holdings Ltd. Rabbi Trust
In care of Financial Security
Assurance Holdings Ltd.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Treasurer
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
C. XXXXXXX XXXXXXXX III
By: /s/ C. Xxxxxxx Xxxxxxxx III
---------------------------------------------
Date: 12-11-01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
C. Xxxxxxx Xxxxxxxx III
00 Xxxxx Xxxx
Xxxxxxxx, XX 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
THE CAMDEN FIRE INSURANCE ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
Date: 12/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
OneBeacon Corporation
Finance Department
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
PENNSYLVANIA GENERAL INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
Date: 12/11/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
OneBeacon Corporation
Finance Department
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXX X. XXXXX III
By: /s/ Xxxx X. Xxxxx III
---------------------------------------------
Date: 12/12/01
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
Cirque Property L.C.
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxxxx
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
XXXXXX X. XXXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
Date: 17 Dec 2001
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
c/o Leucadia National Corporation
000 Xxxx Xxx. Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
By executing below, the undersigned shall become a party to, and
to be legally bound by the terms and conditions of that certain Shareholders
Agreement, dated as of December 12, 2001, by and among Montpelier Re Holdings
Ltd. and the Shareholders thereof.
CUMMING INVESTMENT COMPANY, L.C.
By: /s/ Xxx X. Xxxxxxx
---------------------------------------------
Xxx X. Xxxxxxx, Member
Date:
---------------------------------------------
Unless the Company is otherwise notified in writing, all notices
to be sent to the above named Shareholder pursuant to the Shareholders Agreement
shall be sent to the following address:
000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
SCHEDULE 1
LIST OF SHAREHOLDERS
Number of Common
Name of Shareholder Shares
------------------- ------
1. 00xx Xxxxxx Partners II (Cayman) L.P. 13,730.0606
2. Arran Partners, L.P. 7,500
3. AXP Variable Portfolio-Capital Resource Fund, a Series of AXP Variable Portfolio
Investment Series, Inc. 150,000
4. Bank of America Corporation 250,000
5. Xxxxxx, Xxxxx X. 2,500
6. Xxxxxxxx Group plc 250,000
7. Xxxxx, Xxxx X. 40,000
8. Century Capital Partners II, L.P. 100,000
9. Cypress Merchant B Partners II (Cayman) L.P. 1,422,785.0909
10. Cypress Merchant Banking II - A C.V. 60,484.8485
11. Cypress Side-By-Side (Cayman) L.P. 3,000
12. DLJMB Overseas Partners III, C.V. 906,055
13. DLJ Offshore Partners III, C.V. 63,951
14. DLJ Offshore Partners III-1, C.V 16,614
15. DLJ Offshore Partners III-2, C.V. 11,834
16. DLJ MB Partners III GmbH & Co. KG 7,852
17. Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, as nominee for Credit 193,694
Suisse First Boston Private Equity, Inc., DLJ First ESC, L.P., EMA 2001 Plan,
L.P., Docklands 2001 Plan, L.P., Xxxxxxxxxxx 0000 Plan, L.P. and CSFB 2001
Investors, L.P.
18. Xxxxxxx & Partners Securities, LLC 5,000
19. Xxxx III, Xxxxxxxx 15,000
20. Farallon Capital Institutional Partners, L.P. 135,000
21. Farallon Capital Institutional Partners III, L.P. 100,000
22. Financial Stocks Capital Partners L.P. 50,000
23. Mutual Shares Fund 101,190
24. Mutual Qualified Fund 48,650
25. Mutual Beacon Fund 53,350
26. Mutual Discovery Fund 23,580
27. Mutual European Fund 8,040
28. Mutual Financial Services Fund 3,740
29. Mutual Shares Securities Fund 8,140
30. Mutual Discovery Securities Fund 1,070
31. Mutual Beacon Fund (Canada) 940
32. Franklin Mutual Beacon Fund 1,300
33. Xxxxxxxx Xxxxxxxxx & Xxxx Capital Partners, L.P. 294,669.43
34. FFL Executive Partners, L.P. 5,330.57
35. GGEP-SK, LLC 5,250
36. Xxxxxxx Global Equity Partners (Bermuda), L.P. 60,844
37. Xxxxxxx Global Equity Partners, L.P. 333,906
38. Xxxx, X. Xxxxxx 7,500
39. The Xxxxxx X. Xxxxxxx Family Trust 5,000
40. Main Street Assurance Corporation 6,000
41. MFP Partners, L.P. 90,000
42. National Grange Mutual Insurance Company 4,000
43. Northaven Partners, L.P. 38,500
44. Northaven Partners II, L.P. 52,000
45. Northaven Partners III, L.P. 94,500
46. OIP Montpelier, L.P. 250,000
47. OneBeacon Insurance Company 1,350,000
48. Palladium Partners, L.P. 18,250
49. Palladium Offshore, Ltd. 1,750
50. Price, Xxxxxxx X. 37,500
51. Prospector Partners Fund, L.P. 133,160
52. Prospector Offshore Fund (Bermuda), Ltd. 44,770
53. Prospector Partners Small Cap Fund, L.P. 12,070
54. Renaissance Executive Partners, L.P. 25,000
55. Renaissance Offshore Partners, L.P. 5,000
56. RR Capital Partners, L.P. 15,000
57. Securitas Montpelier, LP 200,000
58. Rocky Mountain Investors, LP 1,000
59. Xxxxxxx, Xxxxx X. 1,000
60. Xxxxxx, Xxxxxxx 10,000
61. Third Avenue Trust, on behalf of the Third Avenue Small-Cap Value Fund series 20,000
62. Third Avenue Trust, on behalf of the Third Avenue Value Fund series 80,000
63. Trident Capital Fund-IV, L.P. 30,085
64. Trident Capital Fund-IV Principals Fund, L.P. 1,078
65. Trident Capital Fund-IV Affiliates Fund (Q), L.P. 543
66. Trident Capital Fund-IV Affiliates Fund, L.P. 406
67. Trident Capital Fund-V, L.P. 60,381
68. Trident Capital Parallel Fund-V, C.V. 4,587
69. Trident Capital Fund-V Principals Fund, L.P. 1,234
70. Trident Capital Fund-V Affiliates Fund (Q), L.P. 335
71. Trident Capital Fund-V Affiliates Fund, L.P. 351
72. Vestar-Montpelier Holdings A L.P. 734,531.0168
73. Vestar-Montpelier Holdings B L.P. 6,248.5548
74. Vestar-Montpelier Employees Ltd. 9,220.4284
75. Xxxxxx, Xxxxx X. 5,000
76. Wyper, Xxxxxx X. 5,000
77. Yale University 72,500
78. Xxxxxxxxx Family 2000, LLC 10,000
79. Xxxxxx Living Trust, Dated 12-10-96 1,000
80. Xxxxx, Xxxxxxx X. 10,000
81. Xxxxxxx, Xxxxxx 1,000
82. Little Oak Hill Partnership, L.P. 2,500
83. Xxxxxxx Xxxxx Trust Co., Trustee 1,000
84. Financial Security Assurance Holdings Ltd. 20,000
85. Xxxxxxxx III, X. Xxxxxxx 1,000
86. The Camden Fire Insurance Association 150,000
87. Pennsylvania General Insurance Company 300,000
88. Xxxxx III, Xxxx X. 50,000
89. Xxxxxxxxx, Xxxxxx X. 2,500
90. Cumming Investment Company, L.C. 2,500
TABLE OF CONTENTS
Page
Section 1. Definitions............................................... 1
Section 2. Issuance of New Securities; Preemptive Rights............. 5
Section 3. Transfer of Shares or Warrants............................ 7
Section 4. Registration Rights....................................... 12
Section 5. Provision of Information.................................. 27
Section 6. Restrictive Legends....................................... 27
Section 7. Competition............................................... 28
Section 8. Transactions With Affiliates.............................. 28
Section 9. Restrictions on Other Agreements.......................... 29
Section 10. Financial Statements and Other Information................ 29
Section 11. Further Action............................................ 32
Section 12. Term...................................................... 32
Section 13. Amendments................................................ 33
Section 14. Waiver and Consent........................................ 33
Section 15. Recapitalization, Exchanges, etc.......................... 33
Section 16. Notices................................................... 34
Section 17. Specific Performance...................................... 34
Section 18. Entire Agreement.......................................... 34
Section 19. Severability.............................................. 34
Section 20. Binding Effect; Benefit................................... 34
Section 21. Successors and Assigns.................................... 35
Section 22. Interpretation............................................ 35
Section 23. Counterparts.............................................. 35
Section 24. Applicable Law............................................ 35
EXHIBIT 10.1
AMENDMENT NO. 1 TO THE
SHAREHOLDERS AGREEMENT
THIS AMENDMENT NO. 1 TO THE SHAREHOLDERS AGREEMENT (this "Amendment") dated
December 24, 2001 by and among Montpelier Re Holdings Ltd., an exempted company
organized under the laws of Bermuda (the "Company"), and each of the persons
listed on Schedule 1 attached to the Shareholders Agreement (as defined below)
(each, a "Shareholder" and collectively, the "Shareholders").
WHEREAS, the Company and the Shareholders are parties to that certain
Shareholders Agreement dated as of December 12, 2001 (the "Shareholders
Agreement"); and
WHEREAS, for the avoidance of doubt, the Company and the Shareholders
desire to amend the Shareholders Agreement to clarify that no issuance of Common
Shares (as defined in the Shareholders Agreement) pursuant to the Subscription
Agreements (as defined in the Shareholders Agreement) constitutes the issuance
of a New Security (as defined in the Shareholders Agreement).
NOW, THEREFORE, the parties agree as follows:
1. Definitions. Unless otherwise defined in this Amendment, each term used
herein which is defined in the Shareholders Agreement shall have the meaning
assigned to it in the Shareholders Agreement.
2. Section 2(a) Amended. Section 2(a) of the Shareholders Agreement is hereby
amended, effective immediately, by deleting Section 2(a) in its entirety and
substituting the following in its place:
"Issuance of New Securities; Preemptive Rights. During the term of
this Agreement, Montpelier shall not, and shall cause its Subsidiaries
not to, without the approval of a majority of the votes conferred by
the issued and outstanding shares entitled to vote (after taking into
account the voting provisions of Bye-law 51), issue any additional
equity securities of Montpelier or any of its Subsidiaries or
securities exercisable for or convertible or exchangeable into equity
securities of Montpelier or any of its Subsidiaries (other than
issuances by Montpelier (and not by any of its Subsidiaries) (i)
pursuant to an underwritten public offering registered pursuant to an
effective registration statement having a proposed aggregate offering
price of at least U.S. $75 million, (ii) as direct consideration for
the acquisition by Montpelier or a Subsidiary of Montpelier (x) of
another Person unaffiliated with Montpelier, White Mountains or
Xxxxxxxx Group
pursuant to a merger, amalgamation, consolidation, reorganization,
scheme of arrangement, share purchase or other transaction or (y) of
substantially all of the assets of another Person unaffiliated with
Montpelier, White Mountains or Xxxxxxxx Group, (iii) pursuant to the
terms of securities exercisable for or convertible or exchangeable
into equity securities of Montpelier or any of its Subsidiaries if
such securities have been issued or granted previously in compliance
with this Section 2(a), (iv) of Warrant Shares, (v) of options,
provided all such options shall be exercisable for Common Shares
constituting in the aggregate less than 5% of the fully diluted
outstanding shares of Montpelier as of the last Closing Date, to be
held by directors, officers or employees of Montpelier or any
Subsidiary of Montpelier in accordance with employee benefit plans of
Montpelier or any Subsidiary of Montpelier as in effect from time to
time, and any shares issuable upon the exercise of such options or
(vi) of any Common Shares to any Person pursuant to a Subscription
Agreement in respect of which the Closing Date follows the date
hereof). If Montpelier proposes to issue any New Securities (as
defined below), Montpelier shall, prior to consummating the issuance
of the New Securities, give written notice (the "Montpelier Notice")
to the Shareholders, stating the number of New Securities, the price
per New Security, the terms of payment and all other terms and
conditions on which the issuer proposes to make such issuance. Upon
obtaining the approval of the Shareholders required by the first
sentence of this Section 2(a) and any approval required from the
Bermuda Monetary Authority, each Shareholder shall have, as
hereinafter provided, the option to purchase up to the number of New
Securities determined as set forth in Section 2(b) at the price per
share and on the other terms stated in the Montpelier Notice. As used
herein, "New Securities" shall mean any securities of Montpelier or
any Subsidiary which, under the first sentence of this Section 2(a),
may not be issued without the prior approval referred to therein,
other than (i) any issuance by Montpelier pursuant to an underwritten
public offering registered pursuant to an effective registration
statement having a proposed aggregate offering price of less than $75
million and (ii) options to be held by directors, officers or
employees of Montpelier or any Subsidiary in accordance with employee
benefit plans of Montpelier or any Subsidiary as in effect from time
to time in excess of the 5% limit referred to in such sentence, and
any shares issuable upon the exercise of such options."
3. Governing Law. The validity of this Amendment, its construction,
interpretation and enforcement, and the rights of the parties hereunder, shall
be determined under, governed by and construed in accordance with the laws of
New York, without giving effect to the principles of conflicts of laws thereof.
4. Effect of Agreement. Except as amended and supplemented by this Amendment,
all of the terms, conditions, provisions and covenants of the Shareholders
Agreement
2
shall remain and continue in full force and effect and are hereby ratified,
repeated and confirmed in all respects.
5. Entire Agreement. The Shareholders Agreement as amended and supplemented by
this Amendment constitutes the entire agreement and understanding among the
parties and supersedes any and all prior agreements and understandings relating
to the subject matter hereof.
6. Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
MONTPELIER RE HOLDINGS LTD.
By: /s/ X. Xxxxxx
-------------------------------------------
Name: X. Xxxxxx
Title: Director
Chief Executive Officer
Date: 12/24/01
-------------------------------------------
3
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
55th STREET PARTNERS II (CAYMAN) L.P.
By: Cypress Associates II (Cayman) L.P.,
its general partner
By: CMBPII (Cayman) Ltd., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
4
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
AXP Variable Portfolio - Capital Resource Fund,
a series of AXP Variable Portfolio Investment
Series, Inc.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President, AXP
Variable Portfolio Investment Series,
Inc.
Date: 1/15/02
-----------------------------------------
5
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
Arran Partners, L.P.
By: Wyper Partners, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
Date: 1/2/02
-----------------------------------------
6
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
BANK OF AMERICA CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President, Treasurer
Date: 1/15/02
-----------------------------------------
7
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title:
Date: 12/26/01
-----------------------------------------
8
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
XXXXXXXX GROUP
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Executive
Date: 12/28/01
-----------------------------------------
9
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name:
Title:
Date: 12/24/01
-----------------------------------------
10
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name:
Title:
Date: 12/24/01
-----------------------------------------
11
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Xxxx X. Xxxxx III
-----------------------------------------
Name: Xxxx X. Xxxxx III
Title:
Date: 1/15/02
-----------------------------------------
12
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
ONEBEACON INSURANCE
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
Date: 1/10/02
-----------------------------------------
CAMDEN FIRE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
Date: 1/10/02
-----------------------------------------
PENNSYLVANIA GENERAL INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
Date: 1/10/02
-----------------------------------------
13
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
CENTURY CAPITAL PARTNERS II, L.P.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Managing Member
Date: 1/10/02
-----------------------------------------
14
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Xxx X. Xxxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxxx
Title: Member, Cumming Investment
Company L.C.
Date: 01/11/02
-----------------------------------------
15
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
CYPRESS MERCHANT B PARTNERS II
(CAYMAN) L.P.
By: Cypress Associates II (Cayman) L.P.,
its general partner
By: CMBPII (Cayman) Ltd., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
16
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
CYPRESS MERCHANT BANKING II - A C.V.
By: Cypress Associates II (Cayman) L.P.,
its managing partner
By: CMBPII (Cayman) Ltd., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
17
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
CYPRESS SIDE-BY-SIDE (CAYMAN) L.P.
By: Cypress Associates II (Cayman) L.P.,
its general partner
By: CMBPII (Cayman) Ltd., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
18
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
DLJMB OVERSEAS PARTNERS III, C.V.
By: DLJ Merchant Banking III, Inc.
Managing General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney in Fact
Date: 12/28/01
-----------------------------------------
DLJ OFFSHORE PARTNERS III, C.V.
By: DLJ Merchant Banking III, Inc.
Advisory General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney in Fact
Date: 12/28/01
-----------------------------------------
DLJ OFFSHORE PARTNERS III-1, C.V.
By: DLJ Merchant Banking III, Inc.
Advisory General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney in Fact
Date: 12/28/01
-----------------------------------------
00
XXXXXXXXXXX:
XXX XXXXXXXX XXXXXXXX-0, C.V.
By: DLJ Merchant Banking III, Inc.
Advisory General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney in Fact
Date: 12/28/01
-----------------------------------------
DLJ MB PARTNERS III GMBH & CO. KG
By: DLJ Merchant Banking III, Inc.
Manager of DLJMB III, LLC
The General Partner of
DLJ Merchant Banking III, L.P.
Its Managing Limited Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney in Fact
Date: 12/28/01
-----------------------------------------
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
As Nominee for
Credit Suisse First Boston Private Equity,
Inc., DLJ First ESC, L.P., EMA 2001 Plan,
L.P., Docklands 2001 Plan, L.P.,
Xxxxxxxxxxx 0000 Plan, L.P. and CSFB 2001
Investors, L.P.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney in Fact
Date: 12/28/01
-----------------------------------------
20
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
(XXXXXXX & PARTNERS SECURITIES LLC)
By: /s/ Xxxxxxx X. Xxxxxxx Xx.
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx Xx.
Title: Managing Member
Date: 1/8/02
-----------------------------------------
21
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Xxxxxxxx Xxxx III
-----------------------------------------
Name: XXXXXXXX XXXX III
Title:
Date: 12/26/01
-----------------------------------------
22
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
FFL EXECUTIVE PARTNERS, L.P.
By: Xxxxxxxx Xxxxxxxxx & Xxxx XX,
LLC, its General Partner
Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Xxxxxxxxxxx X. Xxxxx
Managing Member
Date: 12/31/01
-----------------------------------------
23
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
FARALLON CAPITAL INSTITUTIONAL SHAREHOLDER:
PARTNERS, L.P.
By: FARALLON PARTNERS, L.L.C. By: /s/ Xxxxx Xxxxx
its General Partner ---------------------------------
Name: Xxxxx Xxxxx
Title: Managing Member
Date: 12/26/01
---------------------------------
24
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
FARALLON CAPITAL INSTITUTIONAL SHAREHOLDER:
PARTNERS III, L.P.
By: FARALLON PARTNERS, L.L.C. By: /s/ Xxxxx Xxxxx
its General Partner ---------------------------------
Name: Xxxxx Xxxxx
Title: Managing Member
Date: 12/26/01
---------------------------------
25
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
Title: General Counsel & Managing
Director
Date: 12/26/01
------------------------------------------
26
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
Financial Stocks Capital Partners L.P.
By: Financial Stocks, Inc.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman & CEO
Date: 12/26/01
-----------------------------------------
27
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ X. X. Xxxxxxxx III
-----------------------------------------
Name: X. X. Xxxxxxxx III
Title:
Date: 1/16/2002
-----------------------------------------
28
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
XXXXXXXX XXXXXXXXX & XXXX
CAPITAL PARTNERS, L.P.
By: Xxxxxxxx Xxxxxxxxx & Xxxx XX, LLC,
its General Partner
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Managing Member
Date: 12/31/02
-----------------------------------------
29
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the day and year first above written.
SHAREHOLDER:
GGEP-SK, LLC
By: GGEP Management, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Authorized Signatory
Date: 12/26/01
-----------------------------------------
30
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the day and year first above written.
SHAREHOLDER:
XXXXXXX GLOBAL EQUITY PARTNERS (BERMUDA), L.P.
By: GGEP Investments (Bermuda), L.L.C.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Authorized Signatory
Date: 12/26/01
-----------------------------------------
31
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the day and year first above written.
SHAREHOLDER:
XXXXXXX GLOBAL EQUITY
PARTNERS, L.P.
By: GGEP Investments, L.L.C.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Authorized Signatory
Date: 12/26/01
-----------------------------------------
32
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
Xxxxxxxxx Family 2000, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Member
Date: 1/30/02
-----------------------------------------
33
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
THE XXXXXX X. XXXXXXX FAMILY TRUST
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee
Date: 1/10/02
-----------------------------------------
34
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ X. Xxxxxxxx Xxxxxx
-----------------------------------------
Name: X. Xxxxxxxx Xxxxxx
Title: Trustee
Xxxxxx Living Trust, 12-10-96
Date: 1/15/02
-----------------------------------------
35
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ K. Xxxxxx Xxxx
-----------------------------------------
Name: K. Xxxxxx Xxxx
Title:
Date: 12/24/01
-----------------------------------------
36
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title:
Date: 12/27/01
-----------------------------------------
37
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
LITTLE OAK HILL PARTNERSHIP, LP
By: /s/ K. Xxxxxx Xxxx
-----------------------------------------
Name: K. Xxxxxx Xxxx
Title: General Partner
Date: 12/24/01
-----------------------------------------
38
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
MFP Partners, L.P.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Member, MFP
Investors LLC (General Partner)
Date: 12/26/01
-----------------------------------------
39
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
MAIN STREET AMERICA ASSURANCE
CORPORATION
By: Prospector Partners, LLC
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
Date: 12/31/01
-----------------------------------------
40
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Sr. Trust Officer
Xxxxxxx Xxxxx Trust Co. FSB
Date: 1/23/02
-----------------------------------------
41
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
MUTUAL SHARES FUND
By: Franklin Mutual Advisers, LLC,
its investment advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Date: 12/24/01
-----------------------------------------
MUTUAL QUALIFIED FUND
By: Franklin Mutual Advisers, LLC,
its investment advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Date: 12/24/01
-----------------------------------------
MUTUAL BEACON FUND
By: Franklin Mutual Advisers, LLC,
its investment advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Date: 12/24/01
-----------------------------------------
MUTUAL DISCOVERY FUND
By: Franklin Mutual Advisers, LLC,
its investment advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Date: 12/24/01
-----------------------------------------
MUTUAL EUROPEAN FUND
By: Franklin Mutual Advisers, LLC,
its investment advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Date: 12/24/01
-----------------------------------------
MUTUAL FINANCIAL SERVICES FUND
By: Franklin Mutual Advisers, LLC,
its investment advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Date: 12/24/01
-----------------------------------------
MUTUAL SHARES SECURITIES FUND
By: Franklin Mutual Advisers, LLC,
its investment advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Date: 12/24/01
-----------------------------------------
MUTUAL DISCOVERY SECURITIES FUND
By: Franklin Mutual Advisers, LLC,
its investment advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Date: 12/24/01
-----------------------------------------
MUTUAL BEACON FUND (Canada)
By: Franklin Mutual Advisers, LLC,
its investment advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Date: 12/24/01
-----------------------------------------
FRANKLIN MUTUAL BEACON FUND
By: Franklin Mutual Advisers, LLC,
its investment advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
Date: 12/24/01
-----------------------------------------
42
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
NATIONAL GRANGE MUTUAL
INSURANCE COMPANY
By: Prospector Partners, LLC
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
Date: 12/31/01
-----------------------------------------
43
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
NORTHAVEN PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
Date: 12/26/01
-----------------------------------------
44
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
NORTHAVEN PARTNERS II, L.P.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
Date: 12/26/01
-----------------------------------------
45
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
NORTHAVEN PARTNERS III, L.P.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
Date: 12/26/01
-----------------------------------------
46
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
OIP MONTPELIER, L.P.
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Director of General Partner
Date: 12/24/01
-----------------------------------------
47
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
ONE BEACON INSURANCE, CAMDEN FIRE
AND PENNSYLVANIA GENERAL INSURANCE
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
Date: 1/10/02
-----------------------------------------
48
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
PALLADIUM PARTNERS, L.P.
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: VP & General Counsel
Levco GP, Inc.
Managing General Partner
Date:
-----------------------------------------
49
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
PALLADIUM OFFSHORE, L.P.
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: VP & General Counsel
Xxxx X. Xxxxx & Co., Inc.
Investment Manager
Date:
-----------------------------------------
50
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
ONE BEACON INSURANCE, CAMDEN FIRE
AND PENNSYLVANIA GENERAL INSURANCE
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
Date: 1/10/02
-----------------------------------------
51
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the day and year first above written.
SHAREHOLDER:
Xxxxxxx X. Xxxxx
By /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title:
Date: 12/26/01
-----------------------------------------
52
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
PROSPECTOR PARTNERS FUND, LP
By: Prospector Partners, LLC
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
Date: 12/31/01
-----------------------------------------
53
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
PROSPECTOR OFFSHORE FUND (BERMUDA), LP
By: Prospector Partners, LLC
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
Date: 12/31/01
-----------------------------------------
54
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
PROSPECTOR PARTNERS SMALL CAP FUND
By: Prospector Partners, LLC
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
Date: 12/31/01
-----------------------------------------
55
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
RR CAPITAL PARTNERS, L.P. SHAREHOLDER:
By: FARALLON PARTNERS, L.L.C. By: /s/ Xxxxx Xxxxx
its General Partner ---------------------------------
Name: Xxxxx Xxxxx
Title: Managing Member
Date: 12/26/01
---------------------------------
56
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
RENAISSANCE EXECUTIVE PARTNERS, L.P.
By: /s/ A.M. Fringuelli
-----------------------------------------
Name: A.M. Fringuelli
Title: General Partner
Date: 1/16/02
-----------------------------------------
57
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
RENAISSANCE OFFSHORE PARTNERS, L.P.
By: /s/ A. M. Frinquelli
-----------------------------------------
Name: A. M. Frinquelli
Title: General Partner
Date: 1/16/02
-----------------------------------------
58
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Xxxxxx X. Xxxxxx GP
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: GP
Rocky Mountain Investors
Date: 12/24/01
-----------------------------------------
59
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
SECURITAS MONTPELIER, LP
By: /s/ Xxxx X. Xxxxxxx, Xx.
-----------------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Director
By:
-----------------------------------------
Name:
Title:
60
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
SECURITAS MONTPELIER, LP
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
By:
-----------------------------------------
Name:
Title:
61
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
XXXXX XXXXXXX
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name:
Title:
Date: 12/24/01
-----------------------------------------
62
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Joseph S. Steinberg
-----------------------------------------
Name: Joseph S. Steinberg
Title:
Date: 1/9/02
-----------------------------------------
63
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ A. Taylor
-----------------------------------------
Name: A. Taylor
Title:
Date: 17/1/02
-----------------------------------------
64
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
THIRD AVENUE TRUST, on behalf of
THIRD AVENUE SMALL-CAP VALUE FUND series
By: /s/ David Barse
-----------------------------------------
Name: David Barse
Title: President
Date: 1/15/02
-----------------------------------------
65
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
THIRD AVENUE TRUST, on behalf of
THIRD AVENUE VALUE FUND series
By: /s/ David Barse
-----------------------------------------
Name: David Barse
Title: President
Date: 1/15/02
-----------------------------------------
66
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
TRIDENT CAPITAL FUND-IV, L.P.
By: /s/ Bonnie N. Kennedy
-----------------------------------------
Name: Bonnie N. Kennedy
Title: Managing Director - Trident
Capital Management-IV, L.L.C.
General Partner of Trident Capital
Fund-IV, L.P.
Date: 1/10/02
-----------------------------------------
67
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
TRIDENT CAPITAL FUND-IV
PRINCIPALS FUND, L.P.
By: /s/ Bonnie N. Kennedy
-----------------------------------------
Name: Bonnie N. Kennedy
Title: Managing Director - Trident
Capital Management-IV, L.L.C.
General Partner of Trident Capital
Fund-IV Principals Fund, L.P.
Date: 1/10/02
-----------------------------------------
68
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
TRIDENT CAPITAL FUND-IV
AFFILIATES FUND (Q), L.P.
By: /s/ Bonnie N. Kennedy
-----------------------------------------
Name: Bonnie N. Kennedy
Title: Managing Director - Trident
Capital Management-IV, L.L.C.
General Partner of Trident Capital
Fund-IV Affiliates Fund (Q), L.P.
Date: 1/10/02
-----------------------------------------
69
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
TRIDENT CAPITAL FUND-IV
AFFILIATES FUND, L.P.
By: /s/ Bonnie N. Kennedy
-----------------------------------------
Name: Bonnie N. Kennedy
Title: Managing Director - Trident
Capital Management-IV, L.L.C.
General Partner of Trident Capital
Fund-IV Affiliates Fund, L.P.
Date: 1/10/02
-----------------------------------------
70
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
TRIDENT CAPITAL FUND-V, L.P.
By: /s/ Bonnie N. Kennedy
-----------------------------------------
Name: Bonnie N. Kennedy
Title: Managing Director - Trident
Capital Management-V, L.L.C.
General Partner of Trident Capital
Fund-V, L.P.
Date: 1/10/02
-----------------------------------------
71
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
TRIDENT CAPITAL PARALLEL FUND-V, C.V.
By: /s/ Bonnie N. Kennedy
-----------------------------------------
Name: Bonnie N. Kennedy
Title: Managing Director - Trident
Capital Management-V, L.L.C.
General Partner of Trident Capital
Parallel Fund-V, L.P.
Date: 1/10/02
-----------------------------------------
72
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
TRIDENT CAPITAL FUND-V
PRINCIPALS FUND, L.P.
By: /s/ Bonnie N. Kennedy
-----------------------------------------
Name: Bonnie N. Kennedy
Title: Managing Director - Trident
Capital Management-V, L.L.C.
General Partner of Trident Capital
Fund-V Principals Fund, L.P.
Date: 1/10/02
-----------------------------------------
73
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
TRIDENT CAPITAL FUND-V
AFFILIATES FUND (Q), L.P.
By: /s/ Bonnie N. Kennedy
-----------------------------------------
Name: Bonnie N. Kennedy
Title: Managing Director - Trident
Capital Management-V, L.L.C.
General Partner of Trident Capital
Fund-V Affiliates Fund (Q), L.P.
Date: 1/10/02
-----------------------------------------
74
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
TRIDENT CAPITAL FUND-V
AFFILIATES FUND, L.P.
By: /s/ Bonnie N. Kennedy
-----------------------------------------
Name: Bonnie N. Kennedy
Title: Managing Director - Trident
Capital Management-V, L.L.C.
General Partner of Trident Capital
Fund-V Affiliates Fund, L.P.
Date: 1/10/02
-----------------------------------------
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
VESTAR-MONTPELIER HOLDINGS A L.P.
By: /s/ Prakash A. Melwani
-----------------------------------------
Name: Prakash A. Melwani
Title: Managing Director
Date: 12/24/01
-----------------------------------------
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
VESTAR-MONTPELIER HOLDINGS B L.P.
By: /s/ Prakash A. Melwani
-----------------------------------------
Name: Prakash A. Melwani
Title: Managing Director
Date: 12/24/01
-----------------------------------------
75
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
VESTAR-MONTPELIER EMPLOYEES LTD.
By: /s/
-----------------------------------------
Name:
Title: Officer of the Director
Date: 12/24/01
-----------------------------------------
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ Allan L. Waters
-----------------------------------------
Name: Allan L. Waters
Title:
Date: 1/11/02
-----------------------------------------
76
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
SHAREHOLDER:
By: /s/ George U. Wyper
-----------------------------------------
Name: George U. Wyper
Title:
Date: 1/2/02
-----------------------------------------
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the day and year first above written.
SHAREHOLDER:
YALE UNIVERSITY
By: /s/ Michael F. Price
-----------------------------------------
Name: Michael F. Price
Title: Managing Member
MFP Investors LLC
(Investment Adviser)
Date: 12/26/01
-----------------------------------------
77
