ContractWarrant Agreement • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance
NEITHER THIS WARRANT NOR THE SHARES OF VALIDUS HOLDINGS, LTD. (THE “COMPANY”) ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER OF THIS WARRANT HAS AGREED THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS WARRANT EXCEPT TO AFFILIATES AND THAT NO SALE, PLEDGE OR OTHER TRANSFER OF THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of November 30, 2012, among FLAGSTONE REINSURANCE HOLDINGS (BERMUDA) LIMITED, a Bermuda exempted company (the “Successor Company”), FLAGSTONE REINSURANCE HOLDINGS, S.A., a Luxembourg société anonyme, as successor in interest to Flagstone Reinsurance Holdings Limited (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is dated as of November 30, 2012, among VALIDUS UPS, LTD., a Bermuda exempted company (the “Successor Company”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of November 30, 2012, among FLAGSTONE FINANCE S.A., a Luxembourg société anonyme (the “Company”), FLAGSTONE REINSURANCE HOLDINGS (BERMUDA) LIMITED, a Bermuda exempted company (the “Successor Guarantor”), as successor in interest to FLAGSTONE REINSURANCE HOLDINGS, S.A., a Luxembourg société anonyme (the “Guarantor”), the Guarantor and WILMINGTON TRUST COMPANY, a Delaware trust company, as trustee under the indenture referred to below (the “Trustee”).
JUNIOR SUBORDINATED INDENTURE between FLAGSTONE REINSURANCE HOLDINGS LIMITED and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of September 20, 2007Junior Subordinated Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
JUNIOR SUBORDINATED INDENTURE, dated as of September 20, 2007, between FLAGSTONE REINSURANCE HOLDINGS LIMITED, a Bermuda company (the “Company”), and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of May 17, 2010, among FLAGSTONE REINSURANCE HOLDINGS, S.A., a Luxembourg company (the “Successor Company”) (as successor to FLAGSTONE REINSURANCE HOLDINGS LIMITED, a Bermuda company (the “Company”), the Company and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, successor to THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is dated as of November 30, 2012, among FLAGSTONE FINANCE S.A., a Luxembourg société anonyme (the “Company”), VALIDUS UPS, LTD., a Bermuda exempted company (the “Successor Guarantor”), as successor in interest to FLAGSTONE REINSURANCE HOLDINGS (BERMUDA) LIMITED, a Bermuda exempted company (the “Guarantor”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the “Additional Guarantor”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as trustee under the indenture referred to below (the “Trustee”).
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is dated as of November 30, 2012, among FLAGSTONE REINSURANCE HOLDINGS (BERMUDA) LIMITED, a Bermuda exempted company (the “Successor Company”) and the Noteholders named herein.
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is dated as of November 30, 2012, among VALIDUS UPS, LTD., a Bermuda exempted company (the “Successor Company”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the “Guarantor”), and the Noteholders named herein.
NOTE PURCHASE AGREEMENT among FLAGSTONE REINSURANCE HOLDINGS LIMITED and MERRILL LYNCH INTERNATIONAL, as PurchaserNote Purchase Agreement • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS NOTE PURCHASE AGREEMENT, dated as of August 23, 2006 (this “Note Purchase Agreement”), is entered into among Flagstone Reinsurance Holdings Limited (the “Company”), and Merrill Lynch International or its permitted assignees (the “Purchaser”).
