Exhibit 99.1 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 20, 2003, by and between Teachers Insurance and Annuity Association of America, located at 730 Third Avenue, New York, New...Share Purchase Agreement • August 26th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
RECITALSShareholders Agreement • February 27th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of February 27, 2003 (the "Effective Date"), by and between Kenneth J. LeStrange (the "Executive") and Endurance Specialty Holdings Ltd., a Bermuda company (the...Employment Agreement • February 27th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
BY AND AMONGRegistration Rights Agreement • January 28th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 1.1 =================================================================== ============= ENDURANCE SPECIALTY HOLDINGS LTD. 8,000,000 Ordinary Shares PURCHASE AGREEMENT Dated: March , 2004Purchase Agreement • March 2nd, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Table of Contents SECTION 1. Representations and Warranties..................................................................2 (a) Representations and Warranties by the Company...................................................2 (i) Compliance with Registration Requirements..............................................2 (ii) Independent Accountants................................................................3 (iii) Financial Statements...................................................................3 (iv) No Material Adverse Change in Business.................................................4 (v) Good Standing of the Company...........................................................4 (vi) Good Standing of Subsidiaries..........................................................4 (vii) Capitalization.........................................................................4 (viii) Authorization and Execution of Agreement...............................................5 (ix) Authorizatio
ENDURANCE SPECIALTY HOLDINGS LTD. 9,800,000 Ordinary Shares PURCHASE AGREEMENT Dated: December 2, 2004 TABLE OF CONTENTS SECTION 1. Representations and Warranties..................................................................2 (a) Representations...Purchase Agreement • December 8th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
TO TrusteeEndurance Specialty Holdings LTD • June 15th, 2004 • Fire, marine & casualty insurance • New York
FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT ENDURANCE SPECIALTY HOLDINGS LTD. Dated as of [ ]Preferred Securities Guarantee Agreement • June 15th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of January 16, 2003 (the "Execution Date") between Endurance Specialty Holdings Ltd., a Bermuda company (the "Company"), and James Kroner (the...Employment Agreement • January 28th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
CONFORMED COPY AS EXECUTED] THIRD AMENDMENT THIRD AMENDMENT (this "Amendment"), dated as of August 8, 2003, among ENDURANCE SPECIALTY HOLDINGS LTD. (the "Parent Borrower"), a company organized under the laws of Bermuda, the lending institutions listed...Term Loan Agreement • August 14th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of December 26, 2002 (the "Execution Date") between Endurance Specialty Holdings Ltd., a Bermuda company (the "Company"), and David Cash (the...Employment Agreement • January 28th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
TRUST AGREEMENTTrust Agreement • May 21st, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
ANDDeposit Agreement • June 15th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
amongCredit Agreement • January 28th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 1.1 ENDURANCE SPECIALTY HOLDINGS LTD. 9,600,000 Ordinary Shares PURCHASE AGREEMENT Dated: , 2003 Table of ContentsPurchase Agreement • February 27th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
FORM OFPurchase Contract Agreement • June 15th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 99.1 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 21, 2004, by and between LY- Endurance, LLC, located at 51 West 52nd Street, 23rd Floor, New York, NY 10019 ("Seller") and...Share Purchase Agreement • May 25th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
SECOND AMENDMENTSecond Amendment • February 10th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 10.1 THIS UNDERLEASE is made in duplicate and dated the 18th day of July 2003 BETWEEN CENTRE SOLUTIONS (BERMUDA) LIMITED a company incorporated under the laws of the Islands of Bermuda ("the Landlord") of the one part and ENDURANCE SPECIALTY...Endurance Specialty Holdings LTD • November 14th, 2003 • Fire, marine & casualty insurance
EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of January 1, 2003 (the "Execution Date") between Endurance Reinsurance Corporation of America, a New York corporation (the "Company"), and Steven...Employment Agreement • January 28th, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of January 7th, 2003 (the "Execution Date") between Endurance Worldwide Insurance Limited., a company organized under the laws of England (the...Employment Agreement • March 2nd, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • England
Form of Warrant Agreement for Warrants Sold Attached To Securities]Warrant Agreement • June 15th, 2004 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
CONFORMED COPY BILL OF SALE AND ASSIGNMENT AGREEMENTSale and Assignment Agreement • May 21st, 2003 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
This Amended and Restated Employment Agreement (this “Agreement”), is dated as of January 6, 2016 and is entered into between Endurance Specialty Holdings Ltd. (the “Company”), and [Executive] (the “Executive”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • February 2nd, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
This Amended and Restated Indemnification Agreement (this “Agreement”) is made the 27th day of January, 2016 by and between Endurance Specialty Holdings Ltd., a Bermuda company (the “Company”), and John Kuhn, who serves as an officer of the Company on the date hereof (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER By and Among ENDURANCE SPECIALTY HOLDINGS LTD., SOMPO HOLDINGS, INC. and VOLCANO INTERNATIONAL LIMITED Dated as of October 5, 2016Agreement and Plan of Merger • October 5th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5, 2016, among Endurance Specialty Holdings Ltd., a Bermuda exempted company (the “Company”), Sompo Holdings, Inc., a kabushiki kaisha organized under the laws of Japan (“Parent”), and Volcano International Limited, a Bermuda exempted company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • June 18th, 2009 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2009, by and among, Aon Alexander & Alexander U.K. Pension Scheme with an address of c/o Aon Consulting Limited, Carnegie House, 21 Peterborough Road, Harrow, Middlesex HA1 2AJ; Aon Bain Hogg Pension Scheme with an address of c/o Xafinity Consulting, 110 Fenchurch Street, London EC3M 5JT; Aon Minet Pension Scheme with an address of c/o Aon Consulting Limited, Netherton House, 25 Marsh Street, Bristol BS1 4AQ; Aon U.K. Pension Scheme with an address of c/o Aon Consulting Limited, Briarcliff House, Kingsmead, Farnborough GU14 7TE and Jenner Fenton Slade 1980 Scheme with an address of c/o Jardine Lloyd Thompson, 1 Portsoken Street, London E1 8LN, each a pension scheme organized in the United Kingdom (individually, a “Seller” and collectively, the “Sellers”) and Endurance Specialty Holdings Ltd., an exempted company organized in Bermuda (the “Company”).
Restricted Share AgreementRestricted Share Agreement • February 26th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
THIS RESTRICTED SHARE AGREEMENT (this “Agreement”) is made by and between [Director] (“Grantee”) and Endurance Specialty Holdings Ltd., an exempted company organized under the laws of Bermuda (the “Company”), as of [Date].
PLEDGE AND SECURITY AGREEMENT Dated as of March 23, 2016 by and among ENDURANCE SPECIALTY HOLDINGS LTD., VARIOUS DESIGNATED SUBSIDIARY BORROWERS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent DEUTSCHE BANK TRUST COMPANY AMERICAS, as...Pledge and Security Agreement • March 28th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
PLEDGE AND SECURITY AGREEMENT (as amended, modified and supplemented and as in effect from time to time, this “Agreement”), dated as of March 23, 2016, by and among the undersigned Borrowers (each, a “Grantor” and, together with any other entity that becomes a Grantor hereunder pursuant to Section 10.12 hereof, the “Grantors”), Deutsche Bank Trust Company Americas, as collateral agent for the benefit of the Secured Creditors (as defined below) (in such capacity, together with any successor Collateral Agent, the “Collateral Agent”), Deutsche Bank Trust Company Americas, as Deposit Account Bank (as defined below) and securities intermediary (as such term is defined in Section 8-102 of the UCC) (in such capacity, together with any successor, the “Custodian”), and JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement (as defined below) (in such capacity, together with any successor, the “Administrative Agent”). Certain capitalized terms as used herein are defined in
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 31st, 2013 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of May 2013, between Codan Trust Company Limited solely in its capacity as trustee of a trust dated 3 April 2013 and known as The Fortis Trust (the “Trust” and in such capacity the “Investor”) and Endurance Specialty Holdings Ltd., an exempted company incorporated in Bermuda as a holding company (the “Company”).
ENDURANCE SPECIALTY HOLDINGS LTD. 6.15% Senior Notes due 2015 UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2005 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
Senior Notes due 2015 to be purchased by the Underwriters are hereinafter called the “Securities.” The Securities will be issued pursuant to an Indenture dated as of July 15, 2004, as supplemented by the Second Supplemental Indenture dated as of October 18, 2005 (collectively, the “Indenture”), between the Company and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
CREDIT AGREEMENT among ENDURANCE SPECIALTY HOLDINGS LTD., VARIOUS DESIGNATED SUBSIDIARY BORROWERS, VARIOUS LENDING INSTITUTIONS, and JPMORGAN CHASE BANK, N.A. as ADMINISTRATIVE AGENT Dated as of April 19, 2012 J.P. MORGAN SECURITIES LLC, WELLS FARGO...Credit Agreement • April 20th, 2012 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • New York
CREDIT AGREEMENT, dated as of April 19, 2012, among ENDURANCE SPECIALTY HOLDINGS LTD., a company organized under the laws of Bermuda (the “Parent Borrower”), the Designated Subsidiary Borrowers (as hereinafter defined) from time to time party hereto, the lending institutions listed from time to time on Annex I hereto (each a “Lender” and, collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.
FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance • Delaware
This Amended and Restated Indemnification Agreement (this “Agreement”) is made the 5th day of October, 2016 by and between Endurance Specialty Holdings Ltd. (the “Company”), and [Executive Name], who serves as an officer of the Company on the date hereof (the “Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2010 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
THIS AGREEMENT is made the [__] day of [__], 2010 by and between Endurance Specialty Holdings Ltd., a Bermuda company (the “Company”), and [Executive], who serves as an officer of the Company on the date hereof (the “Indemnitee”).
Swiss Restricted Share Unit AgreementRestricted Share Unit Agreement • February 26th, 2016 • Endurance Specialty Holdings LTD • Fire, marine & casualty insurance
THIS SWISS RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”), is made by and between [GRANTEE] (“Grantee”) and Endurance Specialty Holdings Ltd., an exempted company organized under the laws of Bermuda (the “Company”), as of [DATE].
