AGREEMENT AND PLAN OF AMALGAMATION BY AND AMONG ENSTAR GROUP LIMITED, VERANDA HOLDINGS LTD., HUDSON SECURITYHOLDERS REPRESENTATIVE LLC (solely in its capacity as the Securityholders’ Representative), AND TORUS INSURANCE HOLDINGS LIMITED DATED AS OF...Agreement and Plan of Amalgamation • August 9th, 2013 • Enstar Group LTD • Fire, marine & casualty insurance • New York
This AGREEMENT AND PLAN OF AMALGAMATION (this “Agreement”), dated as of July 8, 2013, is made by and among Enstar Group Limited, a Bermuda exempted company (“Parent”), Veranda Holdings Ltd., a Bermuda exempted company and an indirect subsidiary of Parent (“Amalgamation Sub”), Torus Insurance Holdings Limited, a Bermuda exempted company (the “Company”), and Hudson Securityholders Representative LLC, a Delaware limited liability company, solely in its capacity as the Securityholders’ Representative (the “Securityholders’ Representative”). Parent, Amalgamation Sub and the Company and, solely in its capacity as the Securityholders’ Representative and solely to the extent applicable, the Securityholders’ Representative, shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
INVESTORS AGREEMENTShareholders’ Agreement • August 9th, 2013 • Enstar Group LTD • Fire, marine & casualty insurance • New York
This Shareholders’ Agreement (this “Agreement”), dated as of [•], 2013, is entered into among Bayshore Holdings Limited, a Bermuda exempted company (the “Company”), Kenmare Holdings Ltd (the “Enstar Shareholder”), Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. (each, a “Trident Shareholder” and, collectively, the “Trident Shareholders” and, together with the Enstar Shareholder, the “Initial Shareholders”), each other Person who after the date hereof acquires Common Shares of the Company and becomes a party to this Agreement by executing a Joinder Agreement (such Persons, collectively with the Initial Shareholders, the “Shareholders”) and, solely for purposes of Section 3.05 hereof, Enstar Group Limited (“Enstar”).
Dated 5 June 2013 ARDEN HOLDINGS LIMITED and NORTHSHORE HOLDINGS LIMITED and KENMARE HOLDINGS LTD Agreement for the sale and purchase of the entire issued share capital of Arden Reinsurance Company LimitedAgreement • August 9th, 2013 • Enstar Group LTD • Fire, marine & casualty insurance
Dated 5 June 2013 ARDEN HOLDINGS LIMITED and ALOPUC LIMITED and KENMARE HOLDINGS LTD AGREEMENT for the sale and purchase of the entire issued share capital of Atrium Underwriting Group LimitedAgreement • August 9th, 2013 • Enstar Group LTD • Fire, marine & casualty insurance
EXECUTION VERSIONEnstar Group LTD • August 9th, 2013 • Fire, marine & casualty insurance
relating to a facility agreement dated 14 June 2011 (as amended pursuant to an amendment letter dated 30 June 2011 and an amendment letter dated 25 July 2012)
July 8, 2013 Bayshore Holdings Limited c/o Enstar Group Limited Windsor Place, 3rd Floor Hamilton, Bermuda HM JX Re: Commitment to Purchase Common Shares (Torus) Ladies and Gentlemen:Letter Agreement • August 9th, 2013 • Enstar Group LTD • Fire, marine & casualty insurance • New York
Reference is made to the Investors Agreement (the “Investors Agreement”), dated as of July 8, 2013, by and among ENSTAR GROUP LIMITED (“Enstar”), KENMARE HOLDINGS LTD (“Kenmare”), TRIDENT V, L.P., TRIDENT V PARALLEL FUND, L.P. and TRIDENT V PROFESSIONALS FUND, L.P. (collectively, “Trident”) and the Torus Purchase Agreement (as defined in the Investors Agreement). Capitalized terms used and not defined herein but defined in the Investors Agreement shall have the meanings ascribed to them in the Investors Agreement.
July 3, 2013 Northshore Holdings Limited c/o Enstar Group Limited Windsor Place, 3rd Floor Hamilton, Bermuda HM JX Re: Commitment to Purchase Common Shares Ladies and Gentlemen:Letter Agreement • August 9th, 2013 • Enstar Group LTD • Fire, marine & casualty insurance • New York
Reference is made to the Investors Agreement (the “Investors Agreement”), dated as of July 3, 2013, by and among KENMARE HOLDINGS LTD (“Kenmare”), TRIDENT V, L.P., TRIDENT V PARALLEL FUND, L.P. and TRIDENT V PROFESSIONALS FUND, L.P. (each an “Investor” and collectively, “Trident”) and the Purchase Agreements (as defined in the Investors Agreement). Capitalized terms used and not defined herein but defined in the Investors Agreement shall have the meanings ascribed to them in the Investors Agreement.
July 8, 2013 Bayshore Holdings Limited c/o Enstar Group Limited Windsor Place, 3rd Floor Hamilton, Bermuda HM JXLetter Agreement • August 9th, 2013 • Enstar Group LTD • Fire, marine & casualty insurance • New York
Reference is made to the Investors Agreement (the “Investors Agreement”), dated as of July 8, 2013, by and among ENSTAR GROUP LIMITED (“Enstar”), KENMARE HOLDINGS LTD (“Kenmare”), TRIDENT V, L.P., TRIDENT V PARALLEL FUND, L.P. and TRIDENT V PROFESSIONALS FUND, L.P. (each an “Investor” and collectively, “Trident”) and the Torus Purchase Agreement (as defined in the Investors Agreement). Capitalized terms used and not defined herein but defined in the Investors Agreement shall have the meanings ascribed to them in the Investors Agreement.
July 3, 2013 Northshore Holdings Limited c/o Enstar Group Limited Windsor Place, 3rd Floor Hamilton, Bermuda HM JX Re: Commitment to Purchase Common Shares Ladies and Gentlemen:Letter Agreement • August 9th, 2013 • Enstar Group LTD • Fire, marine & casualty insurance • New York
Reference is made to the Investors Agreement (the “Investors Agreement”), dated as of July 3, 2013, by and among KENMARE HOLDINGS LTD (“Kenmare”), TRIDENT V, L.P., TRIDENT V PARALLEL FUND, L.P. and TRIDENT V PROFESSIONALS FUND, L.P. (collectively, “Trident”) and the Purchase Agreements (as defined in the Investors Agreement). Capitalized terms used and not defined herein but defined in the Investors Agreement shall have the meanings ascribed to them in the Investors Agreement.
