AGREEMENT OF JOINT FILING
Exhibit 99.1
AGREEMENT OF JOINT FILING
This joint filing agreement (this “Agreement”) is made and entered into as of this 26th day of July 2010, by and among The Xxxxxxx Xxxxx Group Inc., Xxxxxxx, Sachs & Co., Xxxxxxx, Xxxxx Management GP GmbH, GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GSCP Advisors VI, L.L.C., GSCP VI Offshore Advisors, L.L.C., GS Advisors VI, L.L.C., ProSight Equity Management Inc., ProSight Parallel Investment LLC, ProSight Investment LLC, ProSight Specialty Insurance Group, Inc., ProSight Specialty Insurance Holdings, Inc., PSI Merger Sub Inc., TPG Advisors VI, Inc., Xxxxx Xxxxxxxxx and Xxxxx X. Xxxxxxx.
The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Schedule 13D and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.
This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
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THE XXXXXXX SACHS GROUP, INC.
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By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Attorney-in-fact
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XXXXXXX, XXXXX & CO.
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By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Attorney-in-fact
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XXXXXXX, SACHS MANAGEMENT GP GMBH
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By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Attorney-in-fact
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GSCP VI ADVISORS, L.L.C.
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By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Attorney-in-fact
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Page 50 of 53
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GSCP VI OFFSHORE ADVISORS, L.L.C.
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By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Attorney-in-fact
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GS ADVISORS VI, L.L.C.
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By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Attorney-in-fact
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GS CAPITAL PARTNERS VI FUND, L.P.
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By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Attorney-in-fact
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GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
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By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Attorney-in-fact
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GS CAPITAL PARTNERS VI PARALLEL, L.P.
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By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Attorney-in-fact
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GS CAPITAL PARTNERS VI GMBH & CO. KG
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By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Attorney-in-fact
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Page 51 of 53
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PROSIGHT EQUITY MANAGEMENT INC.
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By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: President
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PROSIGHT INVESTMENT LLC
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By: PROSIGHT EQUITY MANAGEMENT INC., its Managing Member
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By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: President
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PROSIGHT PARALLEL INVESTMENT LLC
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By: PROSIGHT EQUITY MANAGEMENT INC., its Managing Member
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By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: President
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PROSIGHT SPECIALTY INSURANCE GROUP, INC.
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By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Vice President
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PROSIGHT SPECIALTY INSURANCE HOLDINGS, INC.
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By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Vice President
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PSI MERGER SUB INC.
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By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Vice President
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Page 52 of 53
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TPG ADVISORS VI, INC.
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By: /s/ Xxx Xxxx
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Name: Xxx Cami
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Title: Vice President
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Xxxxx Xxxxxxxxx
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By: /s/ Xxx Cami on behalf of Xxxxx Xxxxxxxxx (1)
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Name: Xxx Cami on behalf of Xxxxx Xxxxxxxxx (1)
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Xxxxx X. Xxxxxxx
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By: /s/ Xxx Xxxx on behalf of Xxxxx X. Xxxxxxx (2)
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Name: Xxx Xxxx on behalf of Xxxxx X. Xxxxxxx (2)
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(1) Xxx Xxxx is signing on behalf of Xx. Xxxxxxxxx pursuant to an authorization and designation letter dated July 1, 2010, which is filed as an exhibit herewith.
(2) Xxx Xxxx is signing on behalf of Xx. Xxxxxxx pursuant to an authorization and designation letter dated July 1, 2010, which is filed as an exhibit herewith.
