REAFFIRMATION AGREEMENT November 7, 2016Reaffirmation Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
Reference is made to that certain Amended and Restated Management Agreement, dated as of October 31, 2013 (the “Amended and Restated Management Agreement”) by and between Global Indemnity (Cayman) Limited (“GBLI Cayman”) and Fox Paine & Company, LLC, a Delaware limited liability company (“Fox Paine”), such agreement amending and restating the original Management Agreement, dated September 5, 2003 (the “Original Management Agreement”).
REAFFIRMATION AGREEMENT November 7, 2016Reaffirmation Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
Reference is made to that certain Amended and Restated Management Agreement, dated as of October 31, 2013 (the “Amended and Restated Management Agreement”) by and between Global Indemnity (Cayman) Limited (“GBLI Cayman”) and Fox Paine & Company, LLC, a Delaware limited liability company (“Fox Paine”), such agreement amending and restating the original Management Agreement, dated September 5, 2003 (the “Original Management Agreement”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance • Delaware
This Assignment and Assumption Agreement dated as of November 7, 2016 between Global Indemnity plc, a public limited company organized under the laws of Ireland (“GI plc”) and Global Indemnity Limited, an exempted company formed with limited liability under the laws of the Cayman Islands (“GI Cayman”) and relates to the Indemnification Agreement, dated as of July 2, 2010, (the “Indemnification Agreement”), by and among United America Indemnity Ltd. (“UAI-Cayman”), and Fox Paine Capital Fund II International, L.P.
CYNTHIA Y. VALKO (CEO) GLOBAL INDEMNITY LIMITED (Global Cayman) EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance • New York
WHEREAS, on December 10, 2014 Global Indemnity plc (“GBLI”) and Cynthia Y. Valko entered into an agreement regarding Ms. Valko’s employment by GBLI in the capacity of Chief Executive Officer (the “Prior Employment Agreement”);
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
This is an Amendment, dated and effective as of November 7, 2016 (the “Effective Date”), to the Executive Employment Agreement, dated as of June 8, 2009, by and between Penn-America Insurance Company (“PAIC”) and Matthew B. Scott (the “Agreement”):
DATED NOVEMBER 7, 2016 GLOBAL INDEMNITY LIMITED and GLOBAL INDEMNITY PUBLIC LIMITED COMPANY and THE PARTIES LISTED AT ANNEX A HERETO AMENDED AND RESTATED ADDITIONAL REDEMPTION AGREEMENTAdditional Redemption Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance • New York
AMENDMENT NO. 3 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
This is an Amendment, dated and effective as of November 7, 2016 (the “Effective Date”), to the Executive Employment Agreement, originally dated as of October 24, 2005, as amended on July 16, 2008, and as further amended on January 1, 2012, by and between Global Indemnity Group, Inc. (“GBLI US”) and William J. Devlin, Jr. (the “Agreement”):
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance • Delaware
This Assignment and Assumption Agreement dated as of November 7, 2016 between Global Indemnity plc, a public limited company organized under the laws of Ireland (“GI plc”) and Global Indemnity Limited, an exempted company formed with limited liability under the laws of the Cayman Islands (“GI Cayman”) and 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 United America Indemnity, Ltd. (“UAI-Cayman”), the FPC Shareholders and the Trusts (each as defined in the Shareholders Agreement), and as assigned by UAI-Cayman to GI plc on July 2, 2010.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance • New York
This Assignment and Assumption Agreement (this “Agreement”) dated as of November 7, 2016, is made and entered into by and between Global Indemnity plc, a public limited company organized under the laws of Ireland (“GI plc”) and Global Indemnity Limited, an exempted company formed with limited liability under the laws of the Cayman Islands (“GI Cayman”).
FOX PAINE & COMPANY, LLCManagement Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
We refer to that certain Amended and Restated Management Agreement, dated as of October 31, 2013 (the “Management Agreement”) by and between Global Indemnity (Cayman) Limited (“GBLI Cayman”) and Fox Paine & Company, LLC, a Delaware limited liability company (“Fox Paine”). Capitalized terms used but not otherwise defined in this letter shall have the respective meanings ascribed to such terms in the Management Agreement. Global Indemnity plc, a company organized in Ireland (the “Company”) has provided notice to Fox Paine that it intends to enter into a series of transactions to change its holding company from an entity incorporated in Ireland to an entity incorporated in the Cayman Islands, Global Indemnity Limited (“New GBLI Parent”), pursuant to a scheme of arrangement under Irish law (the “Redomestication”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
This is an Amendment, dated and effective as of November 7, 2016 (the “Effective Date”), to the Executive Employment Agreement, dated as of December 8, 2009, by and between United America Indemnity, Ltd. (“UAI”) and Thomas M. McGeehan (the “Agreement”):
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT TERM SHEETExecutive Employment Term Sheet • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance
This is an Amendment, dated and effective as of November 7, 2016 (the “Effective Date”), to the Executive Employment Term Sheet entered into effective as of January 1, 2015 by and between Global Indemnity plc (“Global Ireland”) and Stephen Green (the “Agreement”):
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance • Delaware
This Assignment and Assumption Agreement dated as of [●], 2016 between Global Indemnity plc, a public limited company organized under the laws of Ireland (“GI plc”) and Global Indemnity Limited, an exempted company formed with limited liability under the laws of the Cayman Islands (“GI Cayman”) and relates to the Indemnification Agreement, dated as of July 2, 2010, (the “Indemnification Agreement”), by and among United America Indemnity Ltd. (“UAI-Cayman”), and [director/secretary/officer].
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • November 7th, 2016 • Global Indemnity LTD • Fire, marine & casualty insurance • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 7, 2016, is entered into by and among Global Indemnity Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Successor Company”), Global Indemnity plc, an Irish public limited company (the “Predecessor Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
