INDEMNIFICATION AGREEMENTIndemnification Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This Indemnification Agreement (this “Agreement”) is entered into as of [ ], 200[ ] by and between GeoVera Insurance Holdings, Ltd., a Bermuda exempted company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
AMENDED AND RESTATED TRUST AGREEMENT among HFF&L (U.S.) HOLDINGS, INC., as Depositor JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Property Trustee CHASE BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN...Trust Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 1, 2005, among (i) HFF&L (U.S.) Holdings, Inc., a Delaware corporation (including any successors or permitted assigns, the “Depositor”), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Karen Padovese, an individual, and Rosemary Quinn, an individual, each of whose address is c/o HFF&L (U.S.) Holdings, Inc., 4820 Business Center Drive, Suite 200, Fairfield, CA 94534, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
JUNIOR SUBORDINATED INDENTURE between HFF&L (BERMUDA) HOLDINGS, LTD. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee Dated as of November 1, 2005Geovera Insurance Holdings, Ltd. • May 16th, 2007 • Fire, marine & casualty insurance • New York
JUNIOR SUBORDINATED INDENTURE, dated as of November 1, 2005, between HFF&L (BERMUDA) HOLDINGS, LTD., a Bermuda exempted limited liability company (the “Company”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, the “Trustee”).
GUARANTEE AGREEMENT between HFF&L (U.S.) HOLDINGS, INC., as Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of November 1, 2005 HFF&L (U.S.) CAPITAL TRUST IGuarantee Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
GUARANTEE AGREEMENT, dated as of November 1, 2005, executed and delivered by HFF&L (U.S.) HOLDINGS, INC., a Delaware corporation (the “Guarantor”) having its principal office at 4820 Business Center Drive, Suite 200, Fairfield, CA 94534, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of HFF&L (U.S.) CAPITAL TRUST I, a Delaware statutory trust (the “Issuer”).
JUNIOR SUBORDINATED INDENTURE between HFF&L (U.S.) HOLDINGS, INC. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
JUNIOR SUBORDINATED INDENTURE, dated as of November 1, 2005, between HFF&L (U.S.) HOLDINGS, INC., a Delaware corporation (the “Company”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, the “Trustee”).
RESTRICTED STOCK AGREEMENT (Karen Padovese)Restricted Stock Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of November 1, 2005, by and between HFF&L (CAYMAN) HOLDINGS, LTD., a Cayman Islands exempted company (the “Company”), and KAREN PADOVESE (the “Stockholder”).
QUOTA SHARE REINSURANCE AND SPECIAL INDEMNITY AGREEMENT BY AND BETWEEN USF&G SPECIALTY INSURANCE COMPANY (as Cedent) AND UNITED STATES FIDELITY AND GUARANTY COMPANY (as Reinsurer) MADE AS OF NOVEMBER 1, 2005Quota Share Reinsurance and Special Indemnity Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS QUOTA SHARE REINSURANCE AND SPECIAL INDEMNITY AGREEMENT (this “Quota Share Reinsurance Agreement”) is made as of the Effective Date (as defined herein), by and between USF&G SPECIALTY INSURANCE COMPANY, a property and casualty insurance company organized under the laws of the State of Maryland (“Cedent”), and UNITED STATES FIDELITY AND GUARANTY COMPANY, a property and casualty insurance company organized under the laws of the State of Maryland (“Reinsurer”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of August 2, 2005, by and between HFF&L (U.S.) Holdings, Inc., a Delaware corporation (the “Employer”), and Karen Padovese (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 9, 2006, by and between GeoVera Holdings, Inc. (formerly known as HFF&L (U.S.) Holdings, Inc.), a Delaware corporation (the “Employer”), and Michael Zukerman (the “Employee”).
RESTRICTED STOCK AGREEMENT (John MacColl)Restricted Stock Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of February 28, 2007, by and between GEOVERA INSURANCE GROUP HOLDINGS, LTD. (formerly known as HFF&L (Cayman) Holdings, Ltd.), a Cayman Islands exempted company (the “Company”), and John MacColl (the “Stockholder”).
GUARANTEE AGREEMENT between HFF&L (BERMUDA) HOLDINGS, LTD., as Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of November 1, 2005 HFF&L (BERMUDA) CAPITAL TRUST IGeovera Insurance Holdings, Ltd. • May 16th, 2007 • Fire, marine & casualty insurance • New York
GUARANTEE AGREEMENT, dated as of November 1, 2005, executed and delivered by HFF&L (BERMUDA) HOLDINGS, LTD., a Bermuda exempted limited liability company (the “Guarantor”) having its principal office at Canon’s Court, 22 Victoria Street, Hamilton HM 12 Bermuda, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of HFF&L (BERMUDA) CAPITAL TRUST I, a Delaware statutory trust (the “Issuer”).
SUPPLEMENTAL INDENTURE AND AMENDMENT between GEOVERA HOLDINGS, INC. GEOVERA (BERMUDA) HOLDINGS, LTD. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Dated as of March 31, 2006Supplemental Indenture and Amendment • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS SUPPLEMENTAL INDENTURE AND AMENDMENT (this “Supplemental Indenture and Amendment”) is made effective as of March 31, 2006, by and among GEOVERA HOLDINGS, INC. (f/k/a HFF&L (U.S.) Holdings, Inc.), a Delaware corporation (the “Company”), GEOVERA (BERMUDA) HOLDINGS, LTD. (f/k/a HFF&L (Bermuda) Holdings, Ltd.), a Bermuda exempted limited liability company (the “Parent Guarantor”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”) and the Administrative Trustees named herein.
GeoVera Insurance Group Holdings, Ltd. Walkers SPV Limited Walker House George Town, Grand Cayman Cayman Islands GeoVera Insurance Holdings, Ltd. Canon’s Court 22 Victoria Street Hamilton HM12 BermudaGeovera Insurance Holdings, Ltd. • May 25th, 2007 • Fire, marine & casualty insurance • New York
INVESTMENT MANAGER AGREEMENT by and between GEOVERA HOLDINGS, INC. and BLACKROCK FINANCIAL MANAGEMENT, INC. November 1, 2005Investment Manager Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS AGREEMENT, made as of the 1st day of November, 2005, by and between GeoVera Holdings, Inc. (hereinafter called the “Company”) and BlackRock (through its subsidiary BlackRock Financial Management, Inc.) (hereinafter called the “Manager”).
GeoVera Insurance Group Holdings, Ltd. Walkers SPV Limited Walker House George Town, Grand Cayman Cayman Islands GeoVera Insurance Holdings, Ltd. Canon’s Court 22 Victoria Street Hamilton HM12 BermudaGeovera Insurance Holdings, Ltd. • May 25th, 2007 • Fire, marine & casualty insurance • New York
RESTRICTED SHARE AGREEMENTRestricted Share Agreement • June 8th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
This RESTRICTED SHARE AGREEMENT (this “Agreement”) is dated as of [ ], by and between GEOVERA INSURANCE HOLDINGS, LTD. , an exempted company incorporated in the Islands of Bermuda (the “Company”), and [ ] (the “Shareholder”).
ADDENDUM No. 7Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS ADDENDUM to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker) and USF&G Specialty Insurance Company (“Company”) as amended by addenda dated July 1, 2000, April 1, 2001, July 1, 2001, September 1, 2001, and July 1, 2002 (the “Agreement”) is entered into as of the 6th day of June, 2005.
PARENT GUARANTEE AGREEMENT between HFF&L (BERMUDA) HOLDINGS, LTD. as Parent Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of November 1, 2005 HFF&L (U.S.) HOLDINGS, INC.Parent Guarantee Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This PARENT GUARANTEE AGREEMENT, dated as of November 1, 2005, executed and delivered by HFF&L (Bermuda) Holdings, Ltd., a Bermuda exempted limited liability company (the “Parent Guarantor”), having its principal office at Canon’s Court, 22 Victoria Street, Hamilton HM 12 Bermuda, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Trust (as defined herein), the Holders (as defined herein) and the Note Holders (as defined herein) from time to time of the Notes (as defined herein) of HFF&L (U.S.) Holdings, Inc., a Delaware corporation (the “Company”).
SUPPLEMENTAL INDENTURE AND AMENDMENT between GEOVERA (BERMUDA) HOLDINGS, LTD. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Dated as of March 31, 2006Supplemental Indenture And • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS SUPPLEMENTAL INDENTURE AND AMENDMENT (this “Supplemental Indenture and Amendment”) is made effective as of March 31, 2006, by and among GEOVERA (BERMUDA) HOLDINGS, LTD. (f/k/a HFF&L (Bermuda) Holdings, Ltd.), a Bermuda exempted limited liability company (the “Company”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”) and the Administrative Trustees named herein.
ContractIndemnity Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into effective as of November 1, 2005 (the “Effective Date”), by and among United States Fidelity and Guaranty Company, a Maryland property and casualty insurance company (“Indemnitor”), Pacific Select Property Insurance Company, a California property and casualty insurance company (“Pacific Select Property”), GeoVera Insurance Company, a Maryland property and casualty-insurance company (“GeoVera”), and USF&G Specialty Insurance Company, a Maryland property and casualty insurance company (“USF&G Specialty” and together with Pacific Select Property and GeoVera, the “Indemnitees”).
BROKER AGREEMENTBroker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS AGREEMENT, made this 26th day of March 1999, by and between Hull & Company, Inc., with its principal place of business in Ft. Lauderdale, Florida (hereinafter designated as “Broker”) and USF&G Specialty Insurance Company, having its principal place of business in St. Paul, Minnesota (hereinafter designated as “Company”).
ADDENDUM No. 6Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000, April 1, 2001, July 1, 2001, September 1, 2001 and July l, 2002 (“Agreement”).
Page ARTICLE I DEFINITIONS; GENERAL 1 Section 1.1. Definitions 1 Section 1.2. General Interpretive Principles 4 Section 1.3. Exercise of Rights 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 5 Section 2.1. Representations and Warranties 5 ARTICLE III...Shareholders’ Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made on June , 2007, by and among GeoVera Insurance Holdings, Ltd., a Bermuda company (the “Company”), GeoVera Insurance Group Holdings, Ltd., a Cayman Islands exempted company (“Parent”), and each of the following (hereinafter severally referred to as a “Shareholder” and collectively referred to as the “Shareholders”): (a) Hellman & Friedman Capital Partners V (Cayman), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman)”), Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman Parallel)”, and together with HFCP V (Cayman), collectively, the “H&F Investors”); (b) Friedman Fleischer & Lowe Capital Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L (Cayman)”), FFL Parallel Fund II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Parallel”), and FFL Executive Partners II (Cayman), L.P., a Cayman Islan
ADDENDUM No. 8Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS ADDENDUM to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker) and USF&G Specialty Insurance Company (“Company”) as amended by addenda dated July 1, 2000, April 1, 2001, July 1, 2001, September 1, 2001, July 1, 2002, August 11, 2004 and March 1, 2005 (the “Agreement”) is entered into as of the 7th day of March, 2007.
ADDENDUM No. 5Geovera Insurance Holdings, Ltd. • April 27th, 2007 • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company. Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000, April 1, 2001, July 1, 2001 and September 1, 2001 (the “Agreement”).
ADDENDUM No. 3Geovera Insurance Holdings, Ltd. • April 27th, 2007 • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000 and July 1, 2001 (the “Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 1, 2006 and amended and restated as of May 1, 2007, by and between GeoVera Holdings, Inc., a Delaware corporation (the “Employer”), and Brian T. Sheekey (the “Employee”).
AGENT-AGENCY AGREEMENTAgent-Agency Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • Illinois
THIS AGENT – AGENCY AGREEMENT by and between GeoVera Insurance Company, a Maryland corporation (hereinafter referred to as “GeoVera”), and Ivantage Select Agency, Inc. (hereinafter referred to as either “Agent” or “Agency”), is effective the 5th day of January, 2006.
ADDENDUMBroker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) (the “Agreement”).
OFFICE LEASE GREEN VALLEY BUILDING 5 FAIRFIELD, CALIFORNIA ST. PAUL FIRE AND MARINE INSURANCE COMPANYOffice Lease • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
This AGREEMENT OF LEASE (hereinafter referred to as the “Lease”) is made this 14th day of March, 2002, by and between GREEN VALLEY BUILDING 1, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”), and ST. PAUL FIRE AND MARINE INSURANCE COMPANY, a Minnesota corporation (hereinafter referred to as “Tenant”) whose present address is 385 Washington Street, St. Paul, Minnesota 55102:
March 30, 2007 BlackRock Financial Management, Inc.Geovera Insurance Holdings, Ltd. • May 16th, 2007 • Fire, marine & casualty insurance
Page ARTICLE I DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. General Interpretive Principles 6 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 Section 2.1. Representations and Warranties 6 ARTICLE III GOVERNANCE 7 Section 3.1. Board of Directors 7...Members’ Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This MEMBERS’ AGREEMENT (this “Agreement”) is made on November 1, 2005, by and among HFF&L (Cayman) Holdings, Ltd., a Cayman Islands exempted company (the “Company”), and each of the following (hereinafter severally referred to as a “Member” and collectively referred to as the “Members”): (a) Hellman & Friedman Capital Partners V (Cayman), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman)”), Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman Parallel)”, and together with HFCP V (Cayman), collectively, the “H&F Investors”); (b) Friedman Fleischer & Lowe Capital Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L (Cayman)”), FFL Parallel Fund II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Parallel”), and FFL Executive Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Executive”, and together with FF&L (Cayman)
QUOTA SHARE REINSURANCE AND SPECIAL INDEMNITY AGREEMENT BY AND BETWEEN GEOVERA INSURANCE COMPANY (as Cedent) AND UNITED STATES FIDELITY AND GUARANTY COMPANY (as Reinsurer) MADE AS OF NOVEMBER 1, 2005Quota Share Reinsurance and Special Indemnity Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS QUOTA SHARE REINSURANCE AND SPECIAL INDEMNITY AGREEMENT (this “Quota Share Reinsurance Agreement”) is made as of the Effective Date (as defined herein), by and between GEOVERA INSURANCE COMPANY, a property and casualty insurance company organized under the laws of the State of Maryland (“Cedent”), and UNITED STATES FIDELITY AND GUARANTY COMPANY, a property and casualty insurance company organized under the laws of the State of Maryland (“Reinsurer”).
ADDENDUM No. 2Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by an addendum effective July 1, 2000 (the “Agreement”).
ADDENDUM No. 4Geovera Insurance Holdings, Ltd. • April 27th, 2007 • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000, July 1, 2001 and September 1, 2001 (the “Agreement”).
