PRIMUS GUARANTY, LTD. SHAREHOLDERS AGREEMENT Dated as of December 30, 2010Shareholder Agreement • December 30th, 2010 • Primus Guaranty LTD • Security & commodity brokers, dealers, exchanges & services • New York
SHAREHOLDERS AGREEMENT, dated as of December 30, 2010 (as it may be amended from time to time, this “Agreement”), by and among (i) PRIMUS GUARANTY, LTD., a Bermuda company (the “Company”), (ii) MERCED PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership (“First MP”), (iii) MERCED PARTNERS III (Cayman), L.P., a Cayman exempted limited partnership (“Second MP” and together with First MP and any Permitted Transferees, the “Investors”) and (iv) EBF & ASSOCIATES, L.P., a Delaware limited partnership (“EBF”).
Amendment No. 1 to Rights AgreementRights Agreement • December 30th, 2010 • Primus Guaranty LTD • Security & commodity brokers, dealers, exchanges & services • New York
This Amendment No. 1 to the Rights Agreement (this “Amendment”), dated as of December 30, 2010, by and between Primus Guaranty, Ltd., a Bermuda company (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of May 29, 2009. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Rights Agreement.
