Montpelier Re Holdings LTD Sample Contracts

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WITNESSETH
Shareholders Agreement • July 2nd, 2002 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York
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Credit Agreement • August 28th, 2002 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York
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Credit Agreement • July 2nd, 2002 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 1.1 MONTPELIER RE HOLDINGS LTD. % SENIOR NOTES DUE 2013 UNDERWRITING AGREEMENT
Montpelier Re Holdings LTD • July 30th, 2003 • Fire, marine & casualty insurance • New York
SHARES
Underwriting Agreement • June 25th, 2003 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York
BY AND BETWEEN
First Supplemental Indenture • July 30th, 2003 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York
MONTPELIER RE HOLDINGS LTD.
Award Agreement • May 4th, 2015 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance

This Award Agreement (the “Award Agreement”) is made and entered into as of [·], 2015 between Montpelier Re Holdings Ltd. (the “Company”) and [EMPLOYEE’S FULL NAME] (the “Participant”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 4th, 2015 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York

This CREDIT AGREEMENT is entered into as of May 2, 2014, by and among BLUE CAPITAL REINSURANCE HOLDINGS LTD., a Bermuda exempted limited liability company (“BCR Holdings” or the “Borrower”), the Guarantors from time to time party to the Guarantee Agreement (as defined below), the lenders from time to time party to this Agreement (collectively, the “Lenders”; individually, each, a “Lender”), and ROYAL BANK OF CANADA, as administrative agent for the Lenders (the “Administrative Agent”) and the other agents and arrangers party hereto.

LETTER OF CREDIT REIMBURSEMENT AND PLEDGE AGREEMENT Dated as of June 8, 2007 among MONTPELIER REINSURANCE LTD., THE LENDERS PARTY HERETO HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent and BANK OF AMERICA, N.A., as Administrative Agent for...
Reimbursement and Pledge Agreement • June 13th, 2007 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York

This LETTER OF CREDIT REIMBURSEMENT AND PLEDGE AGREEMENT is made as of June 8, 2007, by and among Montpelier Reinsurance Ltd. (the “Borrower”), a limited liability company duly incorporated as an exempted company under the laws of Bermuda, having its registered office at Montpelier House, 94 Pitts Bay Road, Hamilton, Bermuda HM HX, the lending institutions party hereto (the “Lenders”), Bank of America, N.A., a national banking association, as fronting bank, letter of credit administrator and as administrative agent for itself and such other lending institutions (the “Administrative Agent”).

UNDERWRITING AND INSURANCE MANAGEMENT AGREEMENT among BLUE CAPITAL REINSURANCE HOLDINGS LTD., BLUE CAPITAL RE LTD. and BLUE CAPITAL INSURANCE MANAGERS LTD. Dated as of November 12, 2013
Underwriting and Insurance Management Agreement • November 12th, 2013 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance

UNDERWRITING AND INSURANCE MANAGEMENT AGREEMENT (this “Agreement”), dated as of November 12, 2013, among BLUE CAPITAL REINSURANCE HOLDINGS LTD., an exempted company incorporated in Bermuda (registered number 47855) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Parent”), BLUE CAPITAL RE LTD., an exempted company incorporated in Bermuda (registered number 47922) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Blue Capital Re”), and BLUE CAPITAL INSURANCE MANAGERS LTD., an exempted company incorporated in Bermuda (registered number 35606) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Reinsurance Manager”).

ADMINISTRATIVE SERVICES AGREEMENT between BLUE CAPITAL REINSURANCE HOLDINGS LTD. and BLUE CAPITAL MANAGEMENT LTD. Dated as of November 12, 2013
Administrative Services Agreement • November 12th, 2013 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance

ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated as of November 12, 2013, between BLUE CAPITAL REINSURANCE HOLDINGS LTD., an exempted company incorporated in Bermuda (registered number 47855) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Parent”), and BLUE CAPITAL MANAGEMENT LTD., an exempted company incorporated in Bermuda (registered number 38829) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Services Manager”).

UNDERWRITING AGREEMENT
Underwriting Agreement • March 10th, 2005 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York

DLJ Merchant Banking III, Inc., as Managing General Partner on behalf of DLJMB Overseas Partners III, C.V. By: /s/ Michael Isikow Name: Michael Isikow Title: Principal

TRADEMARK LICENSE AGREEMENT between MONTPELIER RE HOLDINGS LTD. and BLUE CAPITAL REINSURANCE HOLDINGS LTD. Dated as of November 12, 2013
Trademark License Agreement • November 12th, 2013 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York
RETROCESSION CONTRACT (hereinafter referred to as the “Contract”) issued to BLUE WATER RE LTD., Hamilton, Bermuda (hereinafter referred to as the “Reinsured”) by BLUE CAPITAL RE LTD. (hereinafter referred to as the “Reinsurer”)
Retrocession Contract • January 6th, 2014 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • England and Wales

This Contract is in respect of (i) ceded reinsurance business written by the Reinsured and (ii) allocated to the Reinsurer in accordance with its underwriting guidelines (hereinafter referred to as the ‘Original Reinsurance Contracts’).

SERVICE AGREEMENT
Service Agreement • February 25th, 2011 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance

MONTPELIER REINSURANCE LTD., whose registered office is situated at Crown House, 4 Par-la-Ville Road, Hamilton Bermuda (the “Company”); and

STOCK PURCHASE AGREEMENT BETWEEN GAINSCO, INC. MGA INSURANCE COMPANY, INC. AND MONTPELIER RE U.S. HOLDINGS LTD. Dated as of August 13, 2007
Stock Purchase Agreement • August 13th, 2007 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • Delaware

THIS STOCK PURCHASE AGREEMENT is entered into as of August 13, 2007 (this “Agreement”), by and between Montpelier Re U.S. Holdings Ltd., a Delaware corporation (the “Buyer”); GAINSCO, INC., a Texas corporation (the “Parent”); and MGA Insurance Company, Inc., a stock property and casualty insurance company domiciled in the State of Texas and a wholly-owned subsidiary of the Parent (“MGA”). The Parent and MGA are referred to herein as the “Seller Parties” and the Seller Parties and the Buyer are referred to collectively herein as the “Parties.”

SERVICE AGREEMENT
Service Agreement • March 13th, 2008 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance

This SERVICE AGREEMENT (the “Agreement”) is made as of this 13th day of March, 2008, by and between Christopher L. Harris, an individual having an address at 94 Pitts Bay Road, P.O. Box HM 2079, Pembroke HM HX, Bermuda (the “Executive”) and Montpelier Re Holdings Ltd., whose registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda (the “Company”).

CONFIRMATION
Montpelier Re Holdings LTD • June 2nd, 2006 • Fire, marine & casualty insurance • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

AGREEMENT AND PLAN OF MERGER By and Among MONTPELIER RE HOLDINGS LTD. ENDURANCE SPECIALTY HOLDINGS LTD. and MILLHILL HOLDINGS LTD. Dated as of March 31, 2015
Agreement and Plan of Merger • April 1st, 2015 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 31, 2015, among MONTPELIER RE HOLDINGS LTD., a Bermuda exempted company (the “Company”), ENDURANCE SPECIALTY HOLDINGS LTD., a Bermuda exempted company (“Parent”), and MILLHILL HOLDINGS LTD., a Bermuda exempted company and a direct, wholly owned subsidiary of Parent (“Merger Sub”).

MONTPELIER RE HOLDINGS LTD. LONG-TERM INCENTIVE PLAN [DATE] RESTRICTED SHARE UNIT AWARD AGREEMENT
Award Agreement • May 5th, 2011 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance

This Award Agreement (the “Award Agreement”) is made and entered into as of [DATE] between Montpelier Re Holdings Ltd. (the “Company”) and [EMPLOYEE’S FULL NAME] (the “Participant”).

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SECOND AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT REIMBURSEMENT AND PLEDGE AGREEMENT Dated as of May 26, 2005 among MONTPELIER REINSURANCE LTD., MONTPELIER RE HOLDINGS LTD. THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative...
Reimbursement and Pledge Agreement • June 1st, 2005 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT REIMBURSEMENT AND PLEDGE AGREEMENT, dated as of May 26, 2005 (this “Amendment”), amends the Amended and Restated Letter of Credit Reimbursement and Pledge Agreement, dated as of May 27, 2004 (as amended to date, the “Credit Agreement”), among MONTPELIER REINSURANCE LTD., MONTPELIER RE HOLDINGS LTD., the various financial institutions parties thereto (collectively, the “Lenders”) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lenders. Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

DATED 21 JUNE 2007 (AS AMENDED 26 JUNE 2007 AND AMENDED AND RESTATED ON 27 OCTOBER 2008)
Agreement • October 29th, 2008 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • England and Wales
This DEED is made on the 24th day of November 2008 BETWEEN
Montpelier Re Holdings LTD • February 25th, 2011 • Fire, marine & casualty insurance
BERMUDA SERVICE AGREEMENT
Bermuda Service Agreement • February 24th, 2012 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance

MONTPELIER REINSURANCE LTD., whose registered office is situate at Canon’s Court, 22 Victoria Street, Hamilton Bermuda (the “Company”); and

This DEED is made on the 4th day of August 2011 BETWEEN
Montpelier Re Holdings LTD • August 5th, 2011 • Fire, marine & casualty insurance
LETTER OF CREDIT REIMBURSEMENT AND PLEDGE AGREEMENT Dated as of November 15, 2005 among MONTPELIER REINSURANCE LTD., JPMORGAN CHASE BANK, N.A., as Syndication Agent BARCLAYS BANK PLC, ING BANK N.V., LONDON BRANCH THE BANK OF NEW YORK and KEY BANK,...
Assignment and Assumption • November 18th, 2005 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York

This LETTER OF CREDIT REIMBURSEMENT AND PLEDGE AGREEMENT is made as of November 15, 2005, by and among Montpelier Reinsurance Ltd. (the “Borrower”), a limited liability company duly incorporated as an exempted company under the laws of Bermuda, having its registered office at 8 Par-La-Ville Road, Hamilton, HM 08, Bermuda, the lending institutions party hereto (the “Lenders”), Bank of America, N.A. a national banking association, as fronting bank, letter of credit administrator and as administrative agent for itself and such other lending institutions (the “Administrative Agent”).

Montpelier Re Holdings Ltd.
Montpelier Re Holdings LTD • February 26th, 2014 • Fire, marine & casualty insurance
This DEED is made on the 27 day of February 2009 BETWEEN
Montpelier Re Holdings LTD • February 27th, 2009 • Fire, marine & casualty insurance
FOURTH AMENDMENT AGREEMENT
Fourth Amendment Agreement • April 8th, 2003 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York

This Fourth Amendment Agreement (“Amendment”) is entered into as of December 11, 2002 among Montpelier Re Holdings Ltd., a Bermuda company (the “Borrower”), and the Lenders listed on the signature pages hereto (the “Lenders”) and Bank of America, N.A., in its capacity as Administrative Agent for the Lender (the “Administrative Agent”).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 6th, 2010 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance

WHEREAS, the Client and the Adviser now wish to amend the Agreement, effective as of March 11, 2010 to reflect the addition of separate account runoff portfolios;

April 23, 2010 Via Email Stanley J. Kott Dear Stan:
Montpelier Re Holdings LTD • April 28th, 2010 • Fire, marine & casualty insurance • Connecticut

This letter confirms our and your understanding and agreement on the terms under which your employment as Chief Executive Officer of Montpelier Underwriting Inc. (together with its affiliates, the “Company”) will terminate.

Contract
Share Purchase Agreement • February 26th, 2010 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York

SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of February [26], 2010, among WLR RECOVERY FUND II L.P., a Delaware limited partnership (“Fund II”), WLR RECOVERY FUND III L.P., a Delaware limited partnership (“Fund III” and, together with Fund II, the “Funds”), WILBUR L. ROSS, JR., an individual (“Mr. Ross” and, together with the Funds, the “Selling Stockholders”), and MONTPELIER RE HOLDINGS LTD., a Bermuda corporation (the “Company”).

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