andGuarantee Agreement • October 1st, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
BY AND AMONGStock Purchase Agreement • September 2nd, 2008 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
CASTLEPOINT BERMUDA HOLDINGS, LTD. as Issuer INDENTURE Dated as of September 27, 2007Indenture • October 1st, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
GUARANTEE AGREEMENT by and between CASTLEPOINT MANAGEMENT CORP. and WILMINGTON TRUST COMPANY Dated as of December 1, 2006Guarantee Agreement • January 11th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 1, 2006, is executed and delivered by CastlePoint Management Corp., a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of CastlePoint Management Trust I, a Delaware statutory trust (the “Issuer”).
EXHIBIT 10.1 MANAGEMENT AGREEMENTManagement Agreement • November 14th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
RECITALS --------Asset Purchase Agreement • September 2nd, 2008 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2006 • CastlePoint Holdings, Ltd. • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of March 27, 2006, by and between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 23,500,000 shares of the Company’s common shares (plus an additional 3,525,000 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
Amendment No.2 ToCastlePoint Holdings, Ltd. • November 14th, 2007 • Fire, marine & casualty insurance
CASTLEPOINT HOLDINGS, LTD. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
CastlePoint Holdings, Ltd., a Bermuda company limited by shares (the “Company”), and the selling shareholders listed on Schedule I hereto (the “Selling Shareholders”), each confirms its agreement with each of the Underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc., Keefe, Bruyette & Woods, Inc., Cochran Caronia Waller Securities LLC and Piper Jaffray &Co. are acting as representatives (in such capacity, collectively, the “Representatives”), with respect to (i) the sale by the Company and the Selling Shareholders of 6,191,500 common shares (the “Initial Shares”), par value $0.01 per share, of the Company (the “Common Shares”) in the respective numbers of shares set forth opposite the names of the Company and the Selling Shareholders in Schedule I hereto, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of Common Shares set forth opposite the names of the Underwriters
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS AGREEMENT (the “Agreement”), dated as of January 16, 2007, is by and between CastlePoint Holdings, Ltd., a Bermuda exempted company (the “Company”), and Gregory T. Doyle (the “Executive”).
AMENDED AND RESTATED TRADITIONAL PROGRAM BUSINESS QUOTA SHARE REINSURANCE AGREEMENT between TOWER INSURANCE COMPANY OF NEW YORK TOWER NATIONAL INSURANCE COMPANY (each a “Company”) and CASTLEPOINT REINSURANCE COMPANY, LTD. (“Reinsurer”) Effective April...Quota Share Reinsurance Agreement • September 25th, 2006 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance
MEMORANDUM OF AGREEMENTMemorandum of Agreement • March 31st, 2008 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
The attached Aggregate Excess of Loss Agreement has been submitted for regulatory approval. The participating companies below have agreed to the attached Aggregate Excess of Loss Agreement pending regulatory approval.
PROGRAM MANAGEMENT AGREEMENT between Tower Insurance Company of New York and CastlePoint Management Corp. Amended and RestatedManagement Agreement • June 8th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
This Agreement, entered into as of January 1, 2007 (the “Agreement”) by and between TOWER INSURANCE COMPANY OF NEW YORK, a property and casualty insurance company domiciled in New York (the “Company”), and CASTLEPOINT MANAGEMENT CORP., a Delaware corporation (“Manager”), each having offices located at 120 Broadway, New York, N.Y. 10271.
PARENT GUARANTEE AGREEMENT by and between CASTLEPOINT HOLDINGS, LTD. and WILMINGTON TRUST COMPANY Dated as of December 1, 2006Parent Guarantee Agreement • January 11th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
This PARENT GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 1, 2006, is executed and delivered by CastlePoint Holdings, Ltd., a [PARENT STATE] corporation (the “Guarantor”), and Wilmington Trust Company, a banking corporation, organized under the laws of the State of Delaware, (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Debentures (as defined herein) of CastlePoint Management Corp., a Delaware corporation and a wholly owned subsidiary of the Guarantor (the “Company”), and the Capital Securities (as defined herein) of CastlePoint Management Statutory Trust I, a Delaware statutory trust (the “Issuer”).
SERVICE AND EXPENSE SHARING AGREEMENTService and Expense Sharing Agreement • June 8th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance
This (“Agreement”) is entered into as of January 1, 2007 by and between Tower Insurance Company of New York (“TICNY”), a property and casualty insurance company domiciled in New York with offices located at 120 Broadway, New York, N.Y. 10271 and CastlePoint Management Corp. (“CPM”), a Delaware corporation with offices located at 120 Broadway, New York, N.Y. 10271.
SPECIALTY PROGRAM BUSINESS POOLING AGREEMENTSpecialty Program Business Pooling Agreement • February 28th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
This Specialty Program Business Pooling Agreement (“Pooling Agreement”) by and between Tower Insurance Company of New York (“TICNY”), an insurance company domiciled in New York, and CastlePoint Insurance Company (“CPIC”), an insurance company domiciled in New York, is made effective as of 12:01 a.m., January 1, 2007, (the “Effective Date”).
MASTER AGREEMENTMaster Agreement • June 1st, 2006 • CastlePoint Holdings, Ltd. • New York
This Agreement (“Agreement”) is made this 4th day of April, 2006 by and between Tower Group, Inc, a Delaware corporation (“TGI”), Tower Insurance Company of New York (“TICNY), a New York Corporation, and Tower National Insurance Company (“TNIC”) a Massachusetts corporation, (collectively “Tower”) and CastlePoint Holdings, Ltd. (“CPH”), a Bermuda exempted corporation, and CastlePoint Management Corp., (“CPM”), a Delaware corporation (collectively “CastlePoint”).
CASTLEPOINT HOLDINGS, LTD. 23,500,000 Shares of Common Stock PURCHASE/PLACEMENT AGREEMENTPurchase/Placement Agreement • June 1st, 2006 • CastlePoint Holdings, Ltd. • New York
CastlePoint Holdings, Ltd., a Bermuda company limited by shares (the “Company”), proposes to issue and sell to you, Friedman, Billings, Ramsey & Co., Inc. (“FBR”), as initial purchaser, a number of common shares, par value $0.01 per share, of the Company (the “Common Stock”) equal to 23,500,000 shares less the number of Regulation D Shares sold in the Private Placement (each as defined herein) (the “144A/Regulation S Shares”).
TRADITIONAL PROGRAM BUSINESS POOLING AGREEMENTTraditional Program Business Pooling Agreement • February 28th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
This Traditional Program Business Pooling Agreement (“Pooling Agreement”) by and between Tower Insurance Company of New York (“TICNY”), an insurance company domiciled in New York, and CastlePoint Insurance Company (“CPIC”), an insurance company domiciled in New York, is made effective as of 12:01 a.m., January 1, 2007, (the “Effective Date”).
BROKERAGE BUSINESS POOLING AGREEMENTBrokerage Business Pooling Agreement • February 28th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
This Brokerage Business Pooling Agreement (“Pooling Agreement”) by and between Tower Insurance Company of New York (“TICNY”), an insurance company domiciled in New York and CastlePoint Insurance Company (“CPIC”), an insurance company domiciled in New York, is made effective as of 12:01 a.m., January 1, 2007, (the “Effective Date”).
TRADITIONAL PROGRAM BUSINESS POOL MANAGEMENT AGREEMENTTraditional Program Business Pool Management Agreement • February 28th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
This Traditional Program Business Pool Management Agreement (“Pool Management Agreement”) by and between Tower Insurance Company of New York (“TICNY”), an insurance company domiciled in New York, and CastlePoint Insurance Company (“CPIC”), an insurance company domiciled in New York, is made effective as of 12:01 a.m., January 1, 2007, (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER Dated as of August 4, 2008 among TOWER GROUP, INC., OCEAN I CORPORATION and CASTLEPOINT HOLDINGS, LTD.Agreement and Plan of Merger • August 7th, 2008 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 4, 2008 (this “Agreement”), among Tower Group, Inc., a Delaware corporation (“Parent”), Ocean I Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and CastlePoint Holdings, Ltd., a Bermuda exempted company (“Company”).
AMENDMENT NO. 1 TO SPECIALTY PROGRAM BUSINESS AND INSURANCE RISK SHARING BUSINESS QUOTA SHARE REINSURANCE AGREEMENTShare Reinsurance Agreement • June 1st, 2006 • CastlePoint Holdings, Ltd. • New York
This AMENDMENT No. 1 (this “Amendment”), dated as of May 26, 2006 (the “Effective Date”), to the Specialty Program Business and Insurance Risk Sharing Business Quota Share Reinsurance Agreement (the “Agreement”) by and among Tower Insurance Company of New York, Tower National Insurance Company and CastlePoint Reinsurance Company, Ltd., effective April 5, 2006. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.
BROKERAGE BUSINESS POOL MANAGEMENT AGREEMENTBrokerage Business Pool Management Agreement • February 28th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
This Brokerage Business Pool Management Agreement (“Pool Management Agreement”) by and between Tower Insurance Company of New York (“TICNY”), an insurance company domiciled in New York and CastlePoint Insurance Company (“CPIC”), an insurance company domiciled in New York, is made effective as of 12:01 a.m., January 1, 2007, (the “Effective Date”).
SERVICE AND EXPENSE SHARING AGREEMENTService and Expense Sharing Agreement • June 1st, 2006 • CastlePoint Holdings, Ltd.
This (“Agreement”) is entered into as of April 10, 2006 (April 28, 2006 with respect to Tower National Insurance Company) by and between Tower Insurance Company of New York (“TICNY”) and Tower National Insurance Company (“TNIC”) , property and casualty insurance companies domiciled in New York and Massachusetts, respectively, (both insurance companies collectively referred to as Tower insurance companies or “TIC”) and Tower Risk Management Corp. (“TRM”), an insurance services company domiciled in New York (TIC and TRM are collectively referred to as “Tower”) with offices located at 120 Broadway, New York, N.Y. 10271 and CastlePoint Management Corp. and any of its after acquired property and casualty insurance company subsidiaries (collectively “CPM”), a Delaware corporation with offices located at 120 Broadway, New York, N.Y. 10271.
April 4, 2007 Mr. Richard Barrow 1955 Brook Park Drive Merrick, New York 11566 Dear Mr. Barrow:CastlePoint Holdings, Ltd. • June 8th, 2007 • Fire, marine & casualty insurance
This letter agreement confirms that CastlePoint Holdings, Ltd. a Bermuda company (the "Company"), shall employ you, and that you shall accept such employment, all on the terms outlined below:
SERVICE AND EXPENSE SHARING AGREEMENTService and Expense Sharing Agreement • June 8th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance
This (“Agreement”) is entered into as of January 1, 2007 by and between Tower Insurance Company of New York (“TICNY”), a property and casualty insurance company domiciled in New York with offices located at 120 Broadway, New York, N.Y. 10271 and CastlePoint Management Corp. ( “CPM”), a Delaware corporation with offices located at 120 Broadway, New York, N.Y. 10271.
Addendum No. 1 to MASTER AGREEMENTMaster Agreement • February 28th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance
(hereinafter “Agreement”) dated the 4th day of April, 2006 by and between Tower Group, Inc., a Delaware corporation (“TGI”), Tower Insurance Company of New York (“TICNY”), a New York Corporation, and Tower National Insurance Company (“TNIC”) a Massachusetts corporation, (collectively “Tower”) and CastlePoint Holdings, Ltd. (“CPH”), a Bermuda exempted corporation, and CastlePoint Management Corp., (“CPM”), a Delaware corporation (collectively “CastlePoint”). Together TGI and CPH are referred to as the “Parties”.
STOCK PURCHASE AGREEMENTRegistration Rights Agreement • November 24th, 2006 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of November 13, 2006, by and between TOWER GROUP, INC., a Delaware corporation (the “Company”), and CASTLEPOINT REINSURANCE COMPANY, LTD, a Bermuda corporation (the “Purchaser”).
FORM OF TRADITIONAL PROGRAM BUSINESS POOLING AGREEMENTForm of Traditional Program Business Pooling Agreement • June 1st, 2006 • CastlePoint Holdings, Ltd. • New York
This Traditional Program Business Pooling Agreement (“Pooling Agreement”) by and between Tower Insurance Company of New York (“TICNY”), an insurance company domiciled in New York, Tower National Insurance Company (“TNIC”), an insurance company domiciled in Massachusetts (collectively called “Tower”) and CastlePoint Insurance Company (“CPIC”), an insurance company domiciled in [ ], is dated this day of , 200[ ], and is made effective as of 12:01 a.m., [ ], 200[ ], (the “Effective Date”).
MANAGEMENT AGREEMENT between CastlePoint Insurance Company and Tower Risk Management Corp.Management Agreement • July 27th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
This Agreement, entered into as of June , 2007 (the “Agreement”) by and between CASTLEPOINT INSURANCE COMPANY, a property and casualty insurance company domiciled in New York (the “Company”), and TOWER RISK MANAGEMENT CORP., a New York corporation (“Manager”), each having offices located at 120 Broadway, New York, N.Y. 10271.
SERVICE AGREEMENTService Agreement • March 31st, 2008 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • Delaware
This (“Agreement”) is entered into as of May 1, 2007 by and between Tower Risk Management Corp.(“TRM”), a company domiciled in New York with offices located at 120 Broadway, New York, N.Y. 10271 and CastlePoint Management Corp. (“CPM”), a Delaware corporation with offices located at 120 Broadway, New York, N.Y. 10271.
Amendment No. 1 To Traditional Program Business Amended and Restated Quota Share Reinsurance AgreementShare Reinsurance Agreement • February 28th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
This is Amendment Number 1 (this “Amendment”), dated as of the date set forth below, to the Amended and Restated Traditional Program Business Quota Share Reinsurance Agreement (“Agreement”), dated August 30, 2006, by and among Tower Insurance Company of New York, and Tower National Insurance Company (collectively the “Company”) and CastlePoint Reinsurance Company, Ltd. (“Reinsurer”), effective as of April 1, 2006.
FORM OF SPECIALTY PROGRAM BUSINESS POOLING AGREEMENTPooling Agreement • June 1st, 2006 • CastlePoint Holdings, Ltd. • New York
This Specialty Program Business Pooling Agreement (“Pooling Agreement”) by and between Tower Insurance Company of New York (“TICNY”), an insurance company domiciled in New York, Tower National Insurance Company (“TNIC”), an insurance company domiciled in Massachusetts, (collectively called “Tower”), and CastlePoint Insurance Company (“CPIC”), an insurance company domiciled in [ ], is dated this day of , 200[ ], and is made effective as of 12:01 a.m., [ ], 200[ ], (the “Effective Date”).
CastlePoint Insurance Company as Reinsured Tower Insurance Company of New York as Reinsurer AGGREGATE EXCESS OF LOSS AGREEMENT Effective July 1, 2007Agreement • July 27th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York
