Validus Holdings LTD Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • June 14th, 2017 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
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Dated May 2007
Validus Holdings LTD • June 5th, 2007 • Fire, marine & casualty insurance
between
Validus Holdings LTD • January 16th, 2007 • New York
Dated May 2007
Validus Holdings LTD • July 5th, 2007 • Fire, marine & casualty insurance
Exhibit 1.1 VALIDUS HOLDINGS, LTD. 15,660,963 Common Shares PURCHASE AGREEMENT Dated: July , 2007 TABLE OF CONTENTS
Purchase Agreement • July 5th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
WITNESSETH
First Supplemental Indenture • January 16th, 2007 • Validus Holdings LTD • New York
and
Agreement • June 5th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance • England and Wales
Exhibit 10.32 JUNIOR SUBORDINATED INDENTURE
Indenture • July 5th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
DATED AS OF
Shareholders' Agreement • January 16th, 2007 • Validus Holdings LTD • New York
ARTICLE 1 DEFINITIONS
Employment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
ARTICLE 1 DEFINITIONS
Employment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
ARTICLE 1 DEFINITIONS
Employment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
ARTICLE 1 DEFINITIONS
Employment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 18, 2016 (the “Start Date”) between Validus Holdings, Ltd. (the “Company”), Patrick Boisvert (the “Executive”).

dated as of
Agreement • April 10th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
VALIDUS HOLDINGS, LTD. (a Bermuda holding company) Underwriting Agreement
Underwriting Agreement • January 26th, 2010 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

Validus Holdings, Ltd., an exempted company incorporated in Bermuda as a holding company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Goldman, Sachs & Co. is acting as representative (the “Representative”), an aggregate of $250,000,000 principal amount of 8.875% Notes due 2040 of the Company (the “Securities”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2008 • Validus Holdings LTD • Fire, marine & casualty insurance

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) dated as of October ___, 2008 (“Amendment Effective Date”) between Validus Holdings, Ltd. (the “Company”) and Edward Noonan (the “Executive”).

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Contract
Validus Holdings LTD • November 30th, 2012 • Fire, marine & casualty insurance

NEITHER THIS WARRANT NOR THE SHARES OF VALIDUS HOLDINGS, LTD. (THE “COMPANY”) ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER OF THIS WARRANT HAS AGREED THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS WARRANT EXCEPT TO AFFILIATES AND THAT NO SALE, PLEDGE OR OTHER TRANSFER OF THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.

VOTING AGREEMENT BY AND BETWEEN IPC HOLDINGS, LTD. AND VESTAR AIV HOLDINGS A L.P., VESTAR AIV EMPLOYEES VALIDUS LTD., AND VESTAR AIV HOLDINGS B L.P. Dated as of July 9, 2009
Voting Agreement • August 3rd, 2009 • Validus Holdings LTD • Fire, marine & casualty insurance

This VOTING AGREEMENT (this “Agreement”) is entered into as of July 9, 2009, by and among IPC Holdings, Ltd., a Bermuda exempted company (“IPC”) and Vestar AIV Holdings A L.P., Vestar AIV Employees Validus Ltd., and Vestar AIV Holdings B L.P. (each a “Shareholder” and collectively, the “Shareholders”).

AMENDMENT NO. 1
Credit Facility Agreement • July 18th, 2018 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

FIVE-YEAR SECURED LETTER OF CREDIT FACILITY AGREEMENT dated as of December 9, 2015 among VALIDUS HOLDINGS, LTD., a holding company organized under the laws of Bermuda (the “Company”), VALIDUS REINSURANCE, LTD., a reinsurance company organized under the laws of Bermuda and a wholly-owned subsidiary of the Company (“Validus Re”), the other Designated Subsidiary Account Parties (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, LLOYDS SECURITIES INC., as Syndication Agent and, BARCLAYS BANK PLC, HSBC BANK USA, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Documentation Agents and American International Group, Inc. as guarantor (the “Parent Guarantor”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 1.01 are used herein as so defined.

DEPOSIT AGREEMENT Dated June 20, 2017 VALIDUS HOLDINGS, LTD. AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY,
Deposit Agreement • June 20th, 2017 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

DEPOSIT AGREEMENT, dated June 20, 2017 among VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the “Company”), COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as hereinafter defined), the Trust Company, as Registrar (as hereinafter defined) and Transfer Agent (as hereinafter defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

Dated 17th July 2007 TALBOT UNDERWRITING SERVICES LTD - and - Charles Neville Rupert Atkin SERVICE AGREEMENT
Agreement • March 6th, 2008 • Validus Holdings LTD • Fire, marine & casualty insurance • England
THREE-YEAR UNSECURED LETTER OF CREDIT FACILITY AGREEMENT dated as of March 12, 2010 among VALIDUS HOLDINGS, LTD., VALIDUS REINSURANCE, LTD., VARIOUS DESIGNATED SUBSIDIARY ACCOUNT PARTIES, The Lenders Party Hereto, DEUTSCHE BANK SECURITIES INC., as...
Credit Facility Agreement • March 17th, 2010 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

THREE-YEAR UNSECURED LETTER OF CREDIT FACILITY AGREEMENT dated as of March 12, 2010 among VALIDUS HOLDINGS, LTD., a holding company organized under the laws of Bermuda (the “Company”), VALIDUS REINSURANCE, LTD., a reinsurance company organized under the laws of Bermuda and a wholly-owned subsidiary of the Company (“Validus Re”), the other Designated Subsidiary Account Parties (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Unless otherwise defined herein, all capitalized terms used herein and defined in Section 1.01 are used herein as so defined.

VALIDUS HOLDINGS, LTD. RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance

THIS AGREEMENT, made and entered into on the date of the Grant Letter, by and between Validus Holdings, Ltd. (the “Company”), a Bermuda corporation, and the individual listed in the Grant Letter as Participant (the “Participant”).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of November 30, 2012, among FLAGSTONE REINSURANCE HOLDINGS (BERMUDA) LIMITED, a Bermuda exempted company (the “Successor Company”), FLAGSTONE REINSURANCE HOLDINGS, S.A., a Luxembourg société anonyme, as successor in interest to Flagstone Reinsurance Holdings Limited (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) is dated as of July 13, 2016 between VALIDUS REINSURANCE, LTD., a Bermuda exempted company (“Validus Re” or the “New Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION), as trustee under the Indenture referred to below (the “Trustee”).

AGREEMENT AND PLAN OF AMALGAMATION Dated as of July 9, 2009 Among IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD. And VALIDUS LTD.
Agreement and Plan of Amalgamation • July 9th, 2009 • Validus Holdings LTD • Fire, marine & casualty insurance

AGREEMENT AND PLAN OF AMALGAMATION, dated as of July 9, 2009 (this “Agreement”), among IPC HOLDINGS, LTD., a Bermuda exempted company (“IPC”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (“Validus”) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (“Amalgamation Sub”).

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is dated as of November 30, 2012, among VALIDUS UPS, LTD., a Bermuda exempted company (the “Successor Company”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 28th, 2018 • Validus Holdings LTD • Fire, marine & casualty insurance
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