ASSUMPTION AGREEMENTAssumption Agreement • July 2nd, 2010 • Global Indemnity PLC • New York
This Assumption Agreement (the “Assumption Agreement”) is made and entered into as of June 1, 2010, by Global Indemnity (Cayman) Limited, an exempted company incorporated and registered in the Cayman Islands (“Additional Guarantor”) for the benefit of each holder of any Notes (as defined in the Note and Guarantee Agreement referred to below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2010 • Global Indemnity PLC • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of July 2, 2010, is by and among United America Indemnity Ltd. , an exempted company incorporated and registered in the Cayman Islands (the “Company”) and Fox Paine Capital Fund II International L.P., a Cayman Islands exempted limited partnership (“Fox Paine”) that owns shares having a majority of the voting power of the shares of the Company through one or both of U.N. Holdings (Cayman), Ltd. and U.N. Holdings (Cayman) II, Ltd., each a Cayman Islands company.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2010 • Global Indemnity PLC
This Indemnification Agreement is dated July 2, 2010 (this “Agreement”) and is between United America Indemnity, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Indemnitor”) and wholly owned subsidiary of Global Indemnity plc, an Irish public limited Company (the “Company”), and [Name of director/secretary/officer], a [director][officer][secretary] of the Company, (“Indemnitee”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of July 2, 2010 among GLOBAL INDEMNITY PLC (AS SUCCESSOR TO UNITED AMERICA INDEMNITY, LTD.) and THE SHAREHOLDERS LISTED ON THE SIGNATURE PAGESShareholder Agreement • July 2nd, 2010 • Global Indemnity PLC • Delaware
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of July 2, 2010, by and among GLOBAL INDEMNITY PLC (as successor to United America Indemnity, Ltd.), a public limited company incorporated under the laws of Ireland (the “Company”), U.N. HOLDINGS (CAYMAN), LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdings”), U.N. HOLDINGS (CAYMAN) II, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdings II”) and those co-investment funds listed on the signature pages of this Agreement (the “Co-investment Funds,” and together with Holdings and Holdings II, the “Shareholders”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 2nd, 2010 • Global Indemnity PLC • Delaware
This Assignment and Assumption Agreement dated as of July 2, 2010 between United America Indemnity, Ltd., an exempted company formed with limited liability under the laws of the Cayman Islands (“UAI-Cayman”) and Global Indemnity plc, a public limited company organized under the laws of Ireland (“GI plc”) relates to the Amended and Restated Shareholders Agreement, dated as of December 15, 2003, as amended on April 10, 2006 (the “Shareholders Agreement”), by and among UAI-Cayman, the FPC Shareholders and the Trusts (each as defined in the Shareholders Agreement).
