EXHIBIT 1.1 AMERICAN SAFETY INSURANCE HOLDINGS, LTD. (a Bermuda company) 4,953,087 Common Shares (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2006 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
GUARANTEE AGREEMENT by and between AMERICAN SAFETY HOLDINGS CORP. and Wilmington Trust Company Dated as of November 17, 2005 GUARANTEE AGREEMENTGuarantee Agreement • November 22nd, 2005 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of November 17, 2005, is executed and delivered by American Safety Holdings Corp., a Georgia 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 American Safety Capital Trust III, a Delaware statutory trust (the “Issuer”).
AMENDED AND RESTATED TRUST AGREEMENT among AMERICAN SAFETY HOLDINGS CORP., as Depositor JPMORGAN CHASE BANK, as Property Trustee CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as...Trust Agreement • October 15th, 2003 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 30, 2003, among (i) American Safety Holdings Corp., a Georgia corporation (including any successors or permitted assigns, the “Depositor”), (ii) JPMorgan Chase Bank, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Chase Manhattan Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Steven B. Mathis, an individual, Stephen R. Crim, an individual and Fred J. Pinckney, an individual, each of whose address is c/o American Safety Holdings Corp., 1845 The Exchange, Atlanta, GA, 30339, 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.
Second Amendment To Commercial Lease Agreement (Originally effective March 1, 1996)Commercial Lease Agreement • March 21st, 2006 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service
This Amendment is made by and among 1845 Tenants In Common (successor to Windy Hill Exchange, L.L.C.) (hereinafter called “Landlord”) and American Safety Insurance Services, Inc. (Formerly known as Environmental Management Insurance Services, Inc Synergy Insurance Services, Inc.)(hereinafter called Tenant”).
JUNIOR SUBORDINATED INDENTURE between AMERICAN SAFETY HOLDINGS CORP. and JPMORGAN CHASE BANK, as TrusteeJunior Subordinated Indenture • October 15th, 2003 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
JUNIOR SUBORDINATED INDENTURE, dated as of September 30, 2003, between American Safety Holdings Corp., a Georgia corporation (the “Company”), and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).
2,700,000 SHARES (PLUS 405,000 SHARES TO COVER OVER-ALLOTMENTS, IF ANY)Underwriting Agreement • February 11th, 1998 • American Safety Insurance Group LTD • Insurance agents, brokers & service • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of the date below first written by and between Synergy Insurance Services, Inc., a Georgia corporation (the "Company") and Lloyd A. Fox, a resident of the...Employment Agreement • January 27th, 1998 • American Safety Insurance Group LTD • Insurance agents, brokers & service • Georgia
2,700,000 SHARES (PLUS 405,000 SHARES TO COVER OVER-ALLOTMENTS, IF ANY)Underwriting Agreement • January 27th, 1998 • American Safety Insurance Group LTD • Insurance agents, brokers & service • New York
PLACEMENT AGREEMENTSubscription Agreement • November 22nd, 2005 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
American Safety Holdings Corp., incorporated and existing under the laws of Georgia (the “Company”), and its financing subsidiary, American Safety Capital Trust III, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agents (the “Placement Agents”), as follows:
COMMERCIAL LEASE AGREEMENT May 1994 THIS LEASE is made by and among Windy Hill Exchange, L.L.C. (hereinafter called "Landlord", and Environmental Management Insurance Services, Inc. (hereinafter called "Tenant"). WITNESSETH: PREMISES 1. Landlord, for...Commercial Lease Agreement • December 19th, 1997 • American Safety Insurance Group LTD
EXHIBIT 10.5 PROGRAM MANAGEMENT AGREEMENT THIS AGREEMENT, made effective as of the 1st day of January, 1997 by and between Environmental Management Insurance Services, Inc., a Georgia corporation (hereinafter referred to as the "Program Manager"),...Program Management Agreement • January 27th, 1998 • American Safety Insurance Group LTD • Insurance agents, brokers & service • Vermont
EMPLOYMENT AGREEMENT BETWEEN JOSEPH D. SCOLLO, JR. AND AMERICAN SAFETY INSURANCE SERVICES, INC. Dated: August 29, 2007Employment Agreement • August 31st, 2007 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 29th day of August, 2007, by and between American Safety Insurance Services, Inc., a Georgia corporation with its principal executive offices located in Atlanta, Georgia (the “Company”), and Joseph D. Scollo, Jr., an individual resident of the State of Georgia (“Executive”), to be effective as of the Effective Date, as defined in Section 1.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN MARK W. HAUSHILL AND AMERICAN SAFETY ADMINISTRATIVE SERVICES, INC. Dated: August 8, 2011Employment Agreement • August 9th, 2011 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • Georgia
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 8th day of August, 2011, by and between American Safety Administrative Services, Inc., a Georgia corporation with its principal executive offices located in Atlanta, Georgia (the “Company”), and Mark W. Haushill, an individual resident of the State of Texas (“Executive”), to be effective as of the Effective Date, as defined in Section 1.
ADMENDED AND RESTATED PROGRAM MANAGEMENT AGREEMENTAdmended And • March 16th, 2009 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • Georgia
THIS AGREEMENT, made effective as of the 1st day of January, 2009, by and between American Safety Insurance Services, Inc., a Georgia corporation (hereinafter referred to as the "Program Manager"), having its principal office in Atlanta, Georgia, and American Safety Casualty Insurance Company, an Oklahoma corporation hereinafter referred to as the “Company”), having its principal office in Atlanta, Georgia.
PARENT GUARANTEE AGREEMENTParent Guarantee Agreement • November 22nd, 2005 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
This PARENT GUARANTEE AGREEMENT (this "Guarantee"), dated as of November 17, 2005, is executed and delivered by American Safety Insurance Holdings, Ltd., a Bermuda 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 American Safety Holdings Corp., a Georgia corporation and a wholly owned subsidiary of the Guarantor (the "Company"), and the Capital Securities (as defined herein) of American Safety Capital Trust III, a Delaware statutory trust (the "Issuer").
PROFESSIONAL AND ADMINISTRATIVE SERVICES AGREEMENTProfessional and Administrative Services Agreement • March 16th, 2009 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • Georgia
THIS AGREEMENT, made effective as of the 1st day of January, 2009 by and between American Safety Administrative Services, Inc., a Georgia corporation (hereinafter referred to as the "Administrator"), having its principal office in Atlanta, Georgia, and American Safety Risk Retention Group, a Vermont corporation hereinafter referred to as the “Company”), having its principal office in Atlanta, Georgia.
GALLERIA ATLANTA OFFICE LEASE AGREEMENT AMERICAN SAFETY INSURANCE SERVICES, INC.Atlanta Office Lease Agreement • March 15th, 2007 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service
EXHIBIT A RULES AND REGULATIONS B WORK LETTER AGREEMENT C ESTOPPEL CERTIFICATE D FLOOR PLAN OF DEMISED PREMISES E SPECIAL STIPULATIONS F GUARANTY G INSURANCE
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2005 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • Georgia
This Employment Agreement (the “Agreement”) is entered into as of the date below first written by and between AMERICAN SAFETY INSURANCE SERVICES, INC., a Georgia corporation (the “Company”) and Joseph D. Scollo, Jr., a resident of the State of Georgia (the “Employee”).
AGREEMENT AND PLAN OF MERGER among FAIRFAX FINANCIAL HOLDINGS LIMITED, FAIRFAX BERMUDA HOLDINGS LTD. and AMERICAN SAFETY INSURANCE HOLDINGS, LTD. Dated as of June 2, 2013Agreement and Plan of Merger • June 5th, 2013 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 2, 2013 (this “Agreement”), among Fairfax Financial Holdings Limited, a Canadian Corporation (“Parent”), Fairfax Bermuda Holdings Ltd., a Bermuda exempted company and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and American Safety Insurance Holdings, Ltd., a Bermuda exempted company (the “Company”).
EMPLOYMENT AGREEMENT BETWEEN MARK W. HAUSHILL AND AMERICAN SAFETY ADMINISTRATIVE SERVICES, INC. Dated: March 15, 2010 Effective as of September 8, 2009Employment Agreement • March 16th, 2010 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • Georgia
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into on this 15th day of March, 2010, by and between American Safety Administrative Services, Inc., a Georgia corporation with its principal executive offices located in Atlanta, Georgia (the "Company"), and Mark W. Haushill, an individual resident of the State of Texas (“Executive"), to be effective as of the Effective Date, as defined in Section 1.
Fourth Amendment To Commercial Lease Agreement (Originally effective March 1, 1996)Commercial Lease Agreement • March 21st, 2006 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service
This Amendment is made by and among 1845 Tenants In Common (successor to Windy Hill Exchange, L.L.C.) (hereinafter called “Landlord”) and American Safety Insurance Services, Inc. (Formerly known as Environmental Management Insurance Services, Inc. and Synergy Insurance Services, Inc.)(hereinafter called Tenant”).
AMERICAN SAFETY INSURANCE HOLDINGS. LTD. and THE GUARANTORS PARTY HERETO to [TRUSTEE] Trustee INDENTURE Dated as of [ ] SUBORDINATED DEBT SECURITIESIndenture • December 30th, 2010 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
INDENTURE, dated as of [____________], among AMERICAN SAFETY INSURANCE HOLDINGS, LTD., a corporation duly organized and existing under the laws of Bermuda (herein called the "Company"), having its principal office at 31 Queen Street, The Boyle Building, Second Floor, Hamilton, HM11, Bermuda, the Guarantors (as defined hereinafter), each of which having its principal office as set forth in the definition of Guarantors, and [Trustee], as Trustee (herein called the "Trustee").
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2002 • American Safety Insurance Group LTD • Insurance agents, brokers & service • Florida
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 1, 2001, between Rivermar Contracting Company, a Florida corporation, with its principal place of business at 4620 S. Peninsula Drive, Ponce Inlet, Florida 32127 (the “Company”) and Frederick C. Treadway, residing at 8945 Antioch Way, Las Vegas, Nevada 89117 (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2002 • American Safety Insurance Group LTD • Insurance agents, brokers & service • Georgia
This Employment Agreement (the “Agreement”) is entered into as of the date below first written by and between AMERICAN SAFETY INSURANCE SERVICES, INC.., a Georgia corporation (the “Company”) and STEPHEN R. CRIM, a resident of the State of Georgia (the “Employee”).
COMMON SECURITIES SUBSCRIPTION AGREEMENTCommon Securities Subscription Agreement • October 15th, 2003 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of September 30, 2003 (this “Agreement”), between American Safety Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Trust”), and American Safety Holdings Corp., a Georgia corporation (the “Buyer”), relating to the Trust’s common securities (liquidation amount of $1,000 per security) representing undivided beneficial interests in the assets of the Trust (the “Common Securities”). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below).
GUARANTEE AGREEMENT among AMERICAN SAFETY HOLDINGS CORP., as Guarantor, AMERICAN SAFETY INSURANCE HOLDINGS, LTD., as Parent Guarantor and JPMORGAN CHASE BANK, as Guarantee Trustee Dated as of September 30, 2003 AMERICAN SAFETY CAPITAL TRUST IIGuarantee Agreement • October 15th, 2003 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
GUARANTEE AGREEMENT, dated as of September 30, 2003, executed and delivered by AMERICAN SAFETY HOLDINGS CORP., a Georgia corporation (the “Company Guarantor”), having its principal office at 1845 The Exchange, Suite 200, Atlanta, Georgia, 30339, AMERICAN SAFETY INSURANCE HOLDINGS, LTD., a Bermuda corporation and the ultimate parent of the Company Guarantor (the “Parent Guarantor” and together with the Company Guarantor, the “Guarantors”), having its principal office at 44 Church Street, P.O. Box HM2064, Hamilton HM HX, Bermuda, and JPMORGAN CHASE BANK, a New York banking corporation, 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 AMERICAN SAFETY CAPITAL TRUST II, a Delaware statutory trust (the “Issuer”).
JUNIOR SUBORDINATED INDENTURE Among AMERICAN SAFETY HOLDINGS CORP., (as Issuer) AMERICAN SAFETY INSURANCE GROUP, LTD. (as Guarantor) and DEUTSCHE BANK TRUST COMPANY AMERICAS (as Trustee) dated as ofJunior Subordinated Indenture • September 25th, 2002 • American Safety Insurance Group LTD • Insurance agents, brokers & service • New York
THIS JUNIOR SUBORDINATED INDENTURE, dated as of , 2002 between AMERICAN SAFETY HOLDINGS CORP., a Georgia corporation (the “Company”), having its principal office at 1845 The Exchange, Atlanta, Georgia 30339, AMERICAN SAFETY INSURANCE GROUP, LTD., a Bermuda company having its principal office at 44 Church Street, Hamilton HM HX, Bermuda (the “Guarantor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, having its principal office at 31 West 52nd St., New York, New York, New York 10019 (the “Trustee”).
AGREEMENT AND GENERAL RELEASEAgreement and General Release • September 18th, 2009 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • Georgia
American Safety Insurance Services, Inc., 100 Galleria Parkway, Suite 700, Atlanta, GA 30339 (“Employer”) and Laura L. Ervin, 188 Covered Bridge Trail, SW, Smyrna, GA 30082, her heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Employee”), agree that:
AMERICAN SAFETY HOLDINGS CORP., as Issuer AMERICAN SAFETY INSURANCE GROUP, LTD., as Guarantor INDENTURE Dated as of May 22, 2003 WILMINGTON TRUST COMPANY, as Trustee FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2033Indenture • June 5th, 2003 • American Safety Insurance Group LTD • Insurance agents, brokers & service
THIS INDENTURE, dated as of May 22, 2003, between American Safety Holdings Corp., an insurance holding company incorporated in the State of Georgia (hereinafter sometimes called the “Company”), American Safety Insurance Group, Ltd., a corporation organized under the laws of Bermuda (hereinafter sometimes called the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the “Trustee”).
PURCHASE AGREEMENT among AMERICAN SAFETY HOLDINGS CORP., AMERICAN SAFETY INSURANCE HOLDINGS, LTD., AMERICAN SAFETY CAPITAL TRUST II and DEKANIA CDO I, LTD.Purchase Agreement • October 15th, 2003 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
Exhibit B JOINT FILING AGREEMENTJoint Filing Agreement • July 14th, 2006 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service
The undersigned hereby agree that the statement on Schedule 13G filed herewith and any amendments thereto, relating to the common stock, $0.01 par value, of American Safety Insurance Holdings Ltd., is, or will be, filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
EMPLOYMENT AGREEMENT AMENDMENT #1Employment Agreement • January 4th, 2006 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service
This Employment Agreement Amendment #1 (the "Amendment #1") is entered into as of the date below first written by and between AMERICAN SAFETY INSURANCE SERVICES, INC., a Georgia corporation (the "Company") and Joseph D. Scollo, Jr., a resident of the State of Georgia (the "Employee") and amends the Employment Agreement (the “Agreement”) dated January 1, 2005 by and between the Company and the Employee.
Exhibit B JOINT FILING AGREEMENTJoint Filing Agreement • June 30th, 2006 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service
The undersigned hereby agree that the statement on Schedule 13G filed herewith and any amendments thereto, relating to the common stock, $0.01 par value, of American Safety Insurance Holdings Ltd., is, or will be, filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
TRUST AGREEMENTTrust Agreement • September 25th, 2002 • American Safety Insurance Group LTD • Insurance agents, brokers & service • Delaware
THIS TRUST AGREEMENT is made as of September 24, 2002, by and between American Safety Holdings Corp., a Georgia corporation, as Depositor (the “Depositor”), and Deutsche Bank Trust Company Delaware, as Trustee (the “Trustee”). The Depositor and the Trustee hereby agree as follows:
ALLOCATION AGREEMENT By and Among American Safety Insurance Services, Inc. American Safety Casualty Insurance Company American Safety Indemnity Company, and American Safety Risk Retention GroupAllocation Agreement • September 25th, 2002 • American Safety Insurance Group LTD • Insurance agents, brokers & service
THIS ALLOCATION AGREEMENT entered into as of the 31st day of March 2002, and made effective January 1, 2002, by and between American Safety Insurance Services, Inc., a Georgia corporation (hereinafter referred to as “ASIS”), American Safety Casualty Insurance Company, a Delaware stock insurance company, American Safety Indemnity Company, an Oklahoma stock insurance company, and American Safety Risk Retention Group, Inc., a Vermont risk retention group (each a “Company” and, collectively, the “Companies”).
