PREFERRED INTEREST PURCHASE AGREEMENTPreferred Interest Purchase Agreement • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • Delaware
PREFERRED INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of August 27, 2020 (the “Purchase Agreement Effective Time”), by and between GLOBAL INDEMNITY GROUP, LLC, a Delaware limited liability company (the “Company”), and WYNCOTE LLC, a Nevada limited liability company (the “Purchaser” and, together with the Company, each, a “Party” and collectively the “Parties”).
AMENDMENT NO. 1 TO CHIEF EXECUTIVE AGREEMENTChief Executive Agreement • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance
This Amendment, dated and effective as of August 28, 2020 (the “Effective Date”), to the Chief Executive Agreement (the “Agreement”), effective as of January 1, 2018 by and between Global Indemnity Limited (“Global Cayman”) and Cynthia Valko (the “Executive”):
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • New York
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of August 28, 2020, is entered into by and among NEW CAYCO (as successor to Global Indemnity Limited, a Cayman Islands exempted company (“GIL”), as successor to Global Indemnity plc, an Irish public limited company (“GI Ireland”)), a Cayman Islands exempted company (the “Predecessor Company”), GLOBAL INDEMNITY GROUP, LLC (as successor to the Predecessor Company, as successor to GIL, as successor to GI Ireland), a Delaware limited liability company (the “Successor Company”), GBLI HOLDINGS, LLC (formerly known as Global Indemnity Group, Inc., a Delaware corporation), a Delaware limited liability company (“GBLI Holdings”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Original Trustee”), and U.S. BANK NATIONAL ASSOCIATION, as series trustee for the 7.875% Subordinated Notes due 2047 (the “Notes Trustee” and, together with the Original Trustee, the “Trustees” and each, a “Trustee”).
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance
This Amendment, dated and effective as of August 28, 2020 (the “Effective Date”), to the Executive Employment Agreement (the “Agreement”), dated as of January 1, 2015, and as amended on November 7, 2016, by and between United America Indemnity, Ltd., and subsequently Global Indemnity Limited as successor (“Global Cayman”), and Thomas M. McGeehan (the “Executive”):
FOX PAINE & COMPANY, LLCManagement Agreement • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • New York
We refer to (i) the Management Agreement, dated September 5, 2003, by and among United America Indemnity, Ltd., formerly Vigilant International, Ltd., an exempted company formed with limited liability under the laws of the Cayman Island (“UAIL”), Fox Paine & Company, LLC, a Delaware limited liability company (“Fox Paine”) and Wind River Holding, L.P., formerly The AMC Group, L.P., a Pennsylvania limited partnership (“Wind River”), whereby UAIL contracted for certain services from each of Fox Paine and Wind River (the “Original Agreement”), (ii) the Second Amended and Restated Management Agreement, dated as of May 6, 2020 (the “Second Amended and Restated Management Agreement”), by and between Fox Paine and Global Indemnity Limited, a Cayman Islands exempted company (“GI Cayman”), which replaced and superseded in its entirety the Original Agreement (as previously amended prior to the date thereof), whereby GI Cayman contracted for certain services from Fox Paine, and (iii) the indemnifi
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of August 28, 2020, is entered into by and among NEW CAYCO (as successor to Global Indemnity Limited, a Cayman Islands exempted company, as successor to Global Indemnity plc, an Irish public limited company (“GI Ireland”)), a Cayman Islands exempted company (the “Successor Company”), GLOBAL INDEMNITY LIMITED (as successor to GI Ireland), a Cayman Islands exempted company (the “Predecessor Company”), GBLI HOLDINGS, LLC (formerly known as Global Indemnity Group, Inc. a Delaware corporation), a Delaware limited liability company (“GBLI Holdings”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Original Trustee”), and U.S. BANK NATIONAL ASSOCIATION, as series trustee for the 7.875% Subordinated Notes due 2047 (the “Notes Trustee” and, together with the Original Trustee, the “Trustees” and each, a “Trustee”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT SHEETExecutive Employment Agreement • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance
This Amendment, dated and effective as of August 28, 2020 (the “Effective Date”), to the Executive Employment Sheet (the “Agreement”), dated effective as of January 1, 2020, by and between Global Indemnity Limited (“Global Cayman”) and Stephen Green (the “Executive”):
GLOBAL INDEMNITY GROUP, LLC SHARE DESIGNATION WITH RESPECT TO THE SERIES A CUMULATIVE FIXED RATE PERPETUAL PREFERRED SHARESShare Designation • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • Delaware
This SHARE DESIGNATION (the “Share Designation”) of GLOBAL INDEMNITY GROUP, LLC, a Delaware limited liability company (the “Company”), is effective as of the Effective Time (as defined below). Capitalized terms used in this Share Designation without definition shall have the respective meanings ascribed thereto in the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 28, 2020, as it may be amended, supplemented or restated from time to time (the “LLC Agreement”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GLOBAL INDEMNITY GROUP, LLCLimited Liability Company Agreement • August 28th, 2020 • Global Indemnity Group, LLC • Fire, marine & casualty insurance • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of GLOBAL INDEMNITY GROUP, LLC, a Delaware limited liability company (the “Company”), is effective as of the Effective Time, among each Person who is or becomes a Shareholder of the Company from time to time. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.
