0001193125-07-116252 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT among HFF&L (U.S.) HOLDINGS, INC., as Depositor JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Property Trustee CHASE BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN...
Trust Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • Delaware

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 1, 2005, among (i) HFF&L (U.S.) Holdings, Inc., a Delaware corporation (including any successors or permitted assigns, the “Depositor”), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Karen Padovese, an individual, and Rosemary Quinn, an individual, each of whose address is c/o HFF&L (U.S.) Holdings, Inc., 4820 Business Center Drive, Suite 200, Fairfield, CA 94534, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.

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JUNIOR SUBORDINATED INDENTURE between HFF&L (BERMUDA) HOLDINGS, LTD. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee Dated as of November 1, 2005
Geovera Insurance Holdings, Ltd. • May 16th, 2007 • Fire, marine & casualty insurance • New York

JUNIOR SUBORDINATED INDENTURE, dated as of November 1, 2005, between HFF&L (BERMUDA) HOLDINGS, LTD., a Bermuda exempted limited liability company (the “Company”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, the “Trustee”).

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GUARANTEE AGREEMENT between HFF&L (U.S.) HOLDINGS, INC., as Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of November 1, 2005 HFF&L (U.S.) CAPITAL TRUST I
Guarantee Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

GUARANTEE AGREEMENT, dated as of November 1, 2005, executed and delivered by HFF&L (U.S.) HOLDINGS, INC., a Delaware corporation (the “Guarantor”) having its principal office at 4820 Business Center Drive, Suite 200, Fairfield, CA 94534, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of HFF&L (U.S.) CAPITAL TRUST I, a Delaware statutory trust (the “Issuer”).

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JUNIOR SUBORDINATED INDENTURE between HFF&L (U.S.) HOLDINGS, INC. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee
Indenture • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

JUNIOR SUBORDINATED INDENTURE, dated as of November 1, 2005, between HFF&L (U.S.) HOLDINGS, INC., a Delaware corporation (the “Company”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, the “Trustee”).

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QUOTA SHARE REINSURANCE AND SPECIAL INDEMNITY AGREEMENT BY AND BETWEEN USF&G SPECIALTY INSURANCE COMPANY (as Cedent) AND UNITED STATES FIDELITY AND GUARANTY COMPANY (as Reinsurer) MADE AS OF NOVEMBER 1, 2005
Quota Share Reinsurance and Special Indemnity Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

THIS QUOTA SHARE REINSURANCE AND SPECIAL INDEMNITY AGREEMENT (this “Quota Share Reinsurance Agreement”) is made as of the Effective Date (as defined herein), by and between USF&G SPECIALTY INSURANCE COMPANY, a property and casualty insurance company organized under the laws of the State of Maryland (“Cedent”), and UNITED STATES FIDELITY AND GUARANTY COMPANY, a property and casualty insurance company organized under the laws of the State of Maryland (“Reinsurer”).

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GUARANTEE AGREEMENT between HFF&L (BERMUDA) HOLDINGS, LTD., as Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of November 1, 2005 HFF&L (BERMUDA) CAPITAL TRUST I
Geovera Insurance Holdings, Ltd. • May 16th, 2007 • Fire, marine & casualty insurance • New York

GUARANTEE AGREEMENT, dated as of November 1, 2005, executed and delivered by HFF&L (BERMUDA) HOLDINGS, LTD., a Bermuda exempted limited liability company (the “Guarantor”) having its principal office at Canon’s Court, 22 Victoria Street, Hamilton HM 12 Bermuda, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of HFF&L (BERMUDA) CAPITAL TRUST I, a Delaware statutory trust (the “Issuer”).

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SUPPLEMENTAL INDENTURE AND AMENDMENT between GEOVERA HOLDINGS, INC. GEOVERA (BERMUDA) HOLDINGS, LTD. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Dated as of March 31, 2006
Supplemental Indenture and Amendment • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

THIS SUPPLEMENTAL INDENTURE AND AMENDMENT (this “Supplemental Indenture and Amendment”) is made effective as of March 31, 2006, by and among GEOVERA HOLDINGS, INC. (f/k/a HFF&L (U.S.) Holdings, Inc.), a Delaware corporation (the “Company”), GEOVERA (BERMUDA) HOLDINGS, LTD. (f/k/a HFF&L (Bermuda) Holdings, Ltd.), a Bermuda exempted limited liability company (the “Parent Guarantor”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”) and the Administrative Trustees named herein.

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PARENT GUARANTEE AGREEMENT between HFF&L (BERMUDA) HOLDINGS, LTD. as Parent Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of November 1, 2005 HFF&L (U.S.) HOLDINGS, INC.
Parent Guarantee Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

This PARENT GUARANTEE AGREEMENT, dated as of November 1, 2005, executed and delivered by HFF&L (Bermuda) Holdings, Ltd., a Bermuda exempted limited liability company (the “Parent Guarantor”), having its principal office at Canon’s Court, 22 Victoria Street, Hamilton HM 12 Bermuda, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Trust (as defined herein), the Holders (as defined herein) and the Note Holders (as defined herein) from time to time of the Notes (as defined herein) of HFF&L (U.S.) Holdings, Inc., a Delaware corporation (the “Company”).

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SUPPLEMENTAL INDENTURE AND AMENDMENT between GEOVERA (BERMUDA) HOLDINGS, LTD. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Dated as of March 31, 2006
Supplemental Indenture And • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

THIS SUPPLEMENTAL INDENTURE AND AMENDMENT (this “Supplemental Indenture and Amendment”) is made effective as of March 31, 2006, by and among GEOVERA (BERMUDA) HOLDINGS, LTD. (f/k/a HFF&L (Bermuda) Holdings, Ltd.), a Bermuda exempted limited liability company (the “Company”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”) and the Administrative Trustees named herein.

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Contract
Indemnity Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into effective as of November 1, 2005 (the “Effective Date”), by and among United States Fidelity and Guaranty Company, a Maryland property and casualty insurance company (“Indemnitor”), Pacific Select Property Insurance Company, a California property and casualty insurance company (“Pacific Select Property”), GeoVera Insurance Company, a Maryland property and casualty-insurance company (“GeoVera”), and USF&G Specialty Insurance Company, a Maryland property and casualty insurance company (“USF&G Specialty” and together with Pacific Select Property and GeoVera, the “Indemnitees”).

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AGENT-AGENCY AGREEMENT
Agent-Agency Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • Illinois

THIS AGENT – AGENCY AGREEMENT by and between GeoVera Insurance Company, a Maryland corporation (hereinafter referred to as “GeoVera”), and Ivantage Select Agency, Inc. (hereinafter referred to as either “Agent” or “Agency”), is effective the 5th day of January, 2006.

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March 30, 2007 BlackRock Financial Management, Inc.
Geovera Insurance Holdings, Ltd. • May 16th, 2007 • Fire, marine & casualty insurance
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QUOTA SHARE REINSURANCE AND SPECIAL INDEMNITY AGREEMENT BY AND BETWEEN GEOVERA INSURANCE COMPANY (as Cedent) AND UNITED STATES FIDELITY AND GUARANTY COMPANY (as Reinsurer) MADE AS OF NOVEMBER 1, 2005
Quota Share Reinsurance and Special Indemnity Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

THIS QUOTA SHARE REINSURANCE AND SPECIAL INDEMNITY AGREEMENT (this “Quota Share Reinsurance Agreement”) is made as of the Effective Date (as defined herein), by and between GEOVERA INSURANCE COMPANY, a property and casualty insurance company organized under the laws of the State of Maryland (“Cedent”), and UNITED STATES FIDELITY AND GUARANTY COMPANY, a property and casualty insurance company organized under the laws of the State of Maryland (“Reinsurer”).

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