PRIMUS ASSET MANAGEMENT LETTERHEAD] August 16, 2004 Thomas W. Jasper 39 Manursing Avenue Rye, NY 10580 Dear Tom: This letter agreement (the "Letter Agreement") sets forth the terms and conditions of your continued employment with Primus Asset...Letter Agreement • August 17th, 2004 • Primus Guaranty LTD • Finance services • New York
SHARESUnderwriting Agreement • September 9th, 2004 • Primus Guaranty LTD • Finance services • New York
Issuer andIndenture • June 19th, 2006 • Primus Guaranty LTD • Finance services • New York
PRIMUS GUARANTY, LTD. 7.0% SENIOR NOTES DUE 2036 UNDERWRITING AGREEMENTPrimus Guaranty LTD • December 21st, 2006 • Finance services • New York
DEPOSIT AGREEMENT DATED AS OF __________________, AMONG PRIMUS GUARANTY, LTD., A BERMUDA COMPANY, ________________, A [NATIONAL BANKING ASSOCIATION], AND THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY SHARES DESCRIBED HEREIN.Deposit Agreement • June 19th, 2006 • Primus Guaranty LTD • Finance services • New York
Exhibit 4.2 ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES ARE SUBJECT TO, THE TERMS AND CONDITIONS CONTAINED IN THE...Primus Guaranty LTD • April 26th, 2004
RIGHTS AGREEMENT PRIMUS GUARANTY, LTD. and MELLON INVESTOR SERVICES LLC, as Rights Agent Dated as of May 29, 2009Rights Agreement • May 29th, 2009 • Primus Guaranty LTD • Security & commodity brokers, dealers, exchanges & services • New York
Agreement, dated as of May 29, 2009, between Primus Guaranty, Ltd., a Bermuda company (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
Issuer andIndenture • June 19th, 2006 • Primus Guaranty LTD • Finance services • New York
PRIMUS GUARANTY, LTD. ------Primus Guaranty LTD • July 23rd, 2004 • Finance services
Primus Guaranty, Ltd. (hereinafter called the "Company"), transferable on the books of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
PREMISES:Primus Guaranty LTD • April 26th, 2004 • New York
DATED AS OF MARCH 14, 2002 BETWEENCredit Agreement • April 26th, 2004 • Primus Guaranty LTD • New York
PRIMUS GUARANTY, LTD., Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee INDENTURE Dated as of December 27, 2006 Senior SecuritiesIndenture • December 27th, 2006 • Primus Guaranty LTD • Finance services • New York
INDENTURE, dated as of December 27, 2006, between Primus Guaranty, Ltd., a company duly organized and existing under the laws of Bermuda (herein called the “Company”), having its principal office at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda, and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (herein called the “Trustee”).
April 26, 2002 Zachary Snow, Esq. 27 Bank Street New York, NY 10014 Dear Zachary: On behalf of Primus Corporate Services, Inc. (the "Company"), I am pleased to offer you employment with the Company on the following terms and conditions: 1. Employment....Primus Guaranty LTD • June 10th, 2004 • Finance services • New York
Letterhead of Primus Asset Management, Inc.]Primus Guaranty LTD • March 31st, 2011 • Security & commodity brokers, dealers, exchanges & services • New York
On behalf of Primus Asset Management, Inc. (the “Company”), I am pleased to confirm the terms and conditions relating of your continuing employment with the Company. This letter agreement (“Agreement”) confirms our understanding of the terms and conditions of your employment on and after January 1, 2011.
FORM OFRegistration Rights Agreement • June 10th, 2004 • Primus Guaranty LTD • Finance services • New York
PRIMUS ASSET MANAGEMENT, INC. 360 MADISON AVENUE • 23RD FLOORLetter Agreement • June 17th, 2008 • Primus Guaranty LTD • Finance services • New York
NEW SUBLEASE AND TERMINATION OF PRIOR SUBLEASESublease and Termination of Prior Sublease • March 31st, 2011 • Primus Guaranty LTD • Security & commodity brokers, dealers, exchanges & services • New York
NEW SUBLEASE AND TERMINATION OF PRIOR SUBLEASE (this “Sublease”), made as of the 21st day of December, 2010, by and between Primus Financial Products, LLC, a Delaware limited liability company, having an office at 360 Madison Avenue, New York, New York (“Sublessor”), and Seaport Group Leasing, LLC, a New York limited liability company, having an office at 360 Madison Avenue, New York, New York (“Sublessee”).
PRIMUS GUARANTY, LTD. SHAREHOLDERS AGREEMENT Dated as of December 30, 2010Shareholders Agreement • December 30th, 2010 • Primus Guaranty LTD • Security & commodity brokers, dealers, exchanges & services • New York
SHAREHOLDERS AGREEMENT, dated as of December 30, 2010 (as it may be amended from time to time, this “Agreement”), by and among (i) PRIMUS GUARANTY, LTD., a Bermuda company (the “Company”), (ii) MERCED PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership (“First MP”), (iii) MERCED PARTNERS III (Cayman), L.P., a Cayman exempted limited partnership (“Second MP” and together with First MP and any Permitted Transferees, the “Investors”) and (iv) EBF & ASSOCIATES, L.P., a Delaware limited partnership (“EBF”).
PRIMUS GUARANTY, LTD. Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS TrusteePrimus Guaranty LTD • December 27th, 2006 • Finance services
Primus Asset Management, Inc. 360 Madison Avenue New York, NY 10017 CONFIDENTIALPrimus Guaranty LTD • November 12th, 2010 • Security & commodity brokers, dealers, exchanges & services • New York
The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your separation of employment from Primus Asset Management, Inc. (the “Company”). As more fully set forth below, the Company desires to provide you with certain payments and benefits in exchange for certain agreements by you. This Agreement shall become effective on the eighth (8th) day following your signing and delivering the Agreement to the Company, provided you do not revoke the Agreement as described in Section 17 below (the “Effective Date”).
EXHIBIT 10.1 [PRIMUS ASSET MANAGEMENT, INC. LETTERHEAD] April 1, 2007 Mr. Charles Truett [Address Redacted] Dear Charley: This Engagement Letter sets forth the terms and conditions of your engagement with Primus Asset Management, Inc. (the "Company")....Primus Guaranty LTD • February 27th, 2007 • Finance services • New York
Amendment No. 1 to Rights Agreement1 to Rights Agreement • December 30th, 2010 • Primus Guaranty LTD • Security & commodity brokers, dealers, exchanges & services • New York
This Amendment No. 1 to the Rights Agreement (this “Amendment”), dated as of December 30, 2010, by and between Primus Guaranty, Ltd., a Bermuda company (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of May 29, 2009. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Rights Agreement.
TERMINATION AGREEMENTTermination Agreement • November 12th, 2010 • Primus Guaranty LTD • Security & commodity brokers, dealers, exchanges & services • New York
This Termination Agreement (the “Termination Agreement”) is made and entered into as of 27 September, 2010 by and among Primus Financial Products, LLC (“Counterparty”), Lehman Brothers Special Financing Inc. (“Lehman”) and Lehman Brothers Holdings Inc. (“Holdings”), as credit support provider of Lehman (each of the foregoing a “Party” and collectively the “Parties”).
FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is entered into as of this _____ day of April, 2004 between PRIMUS GUARANTY, LTD., a Bermuda company (the "Company"), and ________________, and his or her executors,...Form of Indemnification Agreement • June 10th, 2004 • Primus Guaranty LTD • Finance services • New York
PRIMUS GUARANTY, LTD. 2004 SHARE INCENTIVE PLAN ------------------------------------------------------------------------------- 1. Purpose of the Plan The purpose of this 2004 Share Incentive Plan (the "Plan") is to advance the interests of the...Primus Guaranty LTD • July 23rd, 2004 • Finance services • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 31st, 2011 • Primus Guaranty LTD • Security & commodity brokers, dealers, exchanges & services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of this day of between PRIMUS GUARANTY, LTD., a Bermuda company (the “Company”), and , and his or her executors, heirs, personal and legal representatives, successors, and assigns, which are sometimes hereinafter collectively referred to individually as an “Indemnified Party” and, collectively, as the “Indemnified Parties”.
