TO HSBC BANK USA, NATIONAL ASSOCIATION Trustee INDENTUREIpc Holdings LTD • October 7th, 2005 • Life insurance • New York
EXHIBIT 10.1 Credit Agreement CREDIT AGREEMENT Dated as of July 1, 2003Credit Agreement • July 29th, 2003 • Ipc Holdings LTD • Life insurance • Illinois
April 18, 2006Agreement • April 24th, 2006 • Ipc Holdings LTD • Life insurance • New York
RE: FACILITY AGREEMENT DATED AS OF DECEMBER 30, 2005 BY AND BETWEEN IPCRE LIMITED AND BAYERISCHE HYPO-UND VEREINSBANK AG, ACTING THROUGH ITS NEW YORK BRANCH.
WITNESSETHAdministrative Services Agreement • September 6th, 2006 • Ipc Holdings LTD • Life insurance
ANDInvestment Management Agreement • August 11th, 1997 • Ipc Holdings LTD • Life insurance
Exhibit 1 15,200,000 SHARES IPC HOLDINGS, LTD COMMON SHARES, $.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT December [ ], 2001Ipc Holdings LTD • November 28th, 2001 • Life insurance • New York
1 EXHIBIT 10.1 CREDIT AGREEMENT Dated as of June 30, 1998Assignment Agreement • August 14th, 1998 • Ipc Holdings LTD • Life insurance • Illinois
RECITALSCredit Agreement • August 10th, 2001 • Ipc Holdings LTD • Life insurance • Illinois
EXHIBIT 10.22 CREDIT AGREEMENTCredit Agreement • April 20th, 2006 • Ipc Holdings LTD • Life insurance • New York
October 31, 2005 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York, 10013 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: IPC Holdings, Ltd., a Bermuda company (the "COMPANY"),...Ipc Holdings LTD • November 3rd, 2005 • Life insurance • New York
ARTICLE IRegistration Rights Agreement • November 3rd, 2005 • Ipc Holdings LTD • Life insurance • New York
IPC Holdings, Ltd. Reconciliation and tie between Trust Indenture Act of 1939, as amended, and Indenture, dated as of October 7, 2005Ipc Holdings LTD • October 7th, 2005 • Life insurance • New York
October 31, 2005 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York, 10013 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: IPC Holdings, Ltd., a Bermuda company (the "COMPANY"),...Ipc Holdings LTD • November 3rd, 2005 • Life insurance • New York
IPCRE LIMITED AS BORROWER BARCLAYS BANK PLC AS ISSUERCredit Agreement • January 13th, 2006 • Ipc Holdings LTD • Life insurance
RECITALS A. The Borrower, the Agent and the Lenders are party to that certain Credit Agreement dated as of June 30, 1998 (as amended, the "Credit Agreement"). Unless otherwise specified herein, capitalized terms used in this Waiver shall have the...Limited Waiver • November 10th, 1999 • Ipc Holdings LTD • Life insurance • Illinois
EXHIBIT 10.20 GENERAL FORM OF SPECIAL RETENTION AGREEMENT -------------------------------------------Special Retention Agreement • January 25th, 2006 • Ipc Holdings LTD • Life insurance
AMENDMENT NO. 5Underwriting Agency Agreement • December 7th, 2006 • Ipc Holdings LTD • Life insurance
Dated this first day of March 2009 B E T W E E N : IPCRe Limited and Peter J.A. Cozens EMPLOYMENT AGREEMENT Conyers Dill & Pearman Barristers & Attorneys Hamilton, Bermuda Page - 1 - of 31Employment Agreement • March 2nd, 2009 • Ipc Holdings LTD • Life insurance
IPCRe Limited a company incorporated under the laws of Bermuda with its registered office located at 29 Richmond Road, Pembroke HM 08, Bermuda (the “Company”); and
EXHIBIT 10 PURCHASE AGREEMENT This PURCHASE AGREEMENT made this 19th day of November, 2001, between IPC HOLDINGS, LTD., a company incorporated under the laws of the Islands of Bermuda (the "Company") of the one part, and AMERICAN INTERNATIONAL GROUP,...Purchase Agreement • November 21st, 2001 • Ipc Holdings LTD • Life insurance • New York
SECOND AMENDMENT AND LIMITED CONSENT TO CREDIT AGREEMENTCredit Agreement • March 2nd, 2009 • Ipc Holdings LTD • Life insurance • New York
THIS SECOND AMENDMENT AND LIMITED CONSENT TO CREDIT AGREEMENT, dated as of the first day of March, 2009 (this “Amendment”), is made among IPC HOLDINGS, LTD., a company organized under the laws of Bermuda (“IPC Holdings”), IPCRe LIMITED, a company organized under the laws of Bermuda (“IPCRe Limited”), Lenders listed on the signature pages hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Fronting Bank (the “Administrative Agent”).
AWARD AGREEMENTAward Agreement • March 4th, 2005 • Ipc Holdings LTD • Life insurance
Effective and subject to the terms and conditions of the IPC Holdings, Ltd. (the “Company”) 2003 Stock Incentive Plan (the “Plan”), as supplemented by this Award Agreement, an award (the “Award”) is granted to you in the amount of Restricted Stock Units as defined in the Plan. A copy of the Plan is available at the Company’s principal executive offices, which at the date hereof are located at American International Building, 29 Richmond Road, Pembroke HM08, Bermuda.
October 7, 2005 IPC Holdings, Ltd., 29 Richmond Road, Pembroke HM 08, Bermuda. Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933, as amended (the "Act"), by IPC Holdings, Ltd., a Bermuda exempted company (the...Ipc Holdings LTD • October 7th, 2005 • Life insurance
Insurance Letters of Credit — Master AgreementIpc Holdings LTD • March 4th, 2005 • Life insurance
The purpose of this letter is to record our agreement (the “Agreement”) to the following method of establishing letters of credit or similar or equivalent instruments acceptable to you (each a “Credit” and collectively “the Credits”) on our behalf in favour of beneficiaries located in the United States of America or elsewhere. In connection with this Agreement, we have also separately agreed with you the contractual or security arrangements that will apply in respect of our obligations under or pursuant to this Agreement.
EXHIBIT 1.3 [IPC HOLDINGS, LTD. LETTERHEAD] October 31, 2005 American International Group, Inc., 70 Pine Street, New York, New York 10270 Re: IPC Holdings, Ltd. -- Public Offering of Common Shares Ladies and Gentlemen: This letter agreement sets forth...Ipc Holdings LTD • November 3rd, 2005 • Life insurance
This letter agreement sets forth the terms under which American International Group, Inc., a Delaware corporation ("AIG"), will participate in the proposed public offering (the "Public Offering") by IPC Holdings, Ltd., a Bermuda exempted company (the "Company"), of a total of 13,820,000 of the Company's common shares, par value $0.01 per share (the "Common Shares"), and of up to an additional 1,382,000 Common Shares if the underwriters exercise in full their over-allotment option (the "Over-Allotment Option") provided in the underwriting agreement relating to the Public Offering (the "Underwriting Agreement").
AMENDED AND RESTATED AMENDMENT NO. 1 TO UNDERWRITING AGENCY AGREEMENT DATED DECEMBER 1, 2001Underwriting Agency Agreement • April 29th, 2004 • Ipc Holdings LTD • Life insurance
WHEREAS, Allied World Assurance Company, Ltd. (the “Company”) and IPCRe Underwriting Services Ltd. (the “Underwriting Agent”) had entered into an Underwriting Agency Agreement dated as of December 1, 2001, amended on February 21, 2003, March 28, 2003, and October 31, 2003;
FIRST AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION between IPC HOLDINGS, LTD., IPC LIMITED and MAX CAPITAL GROUP LTD. Dated as of March 5, 2009Agreement and Plan of Amalgamation • March 10th, 2009 • Ipc Holdings LTD • Life insurance
Dated this first day of March, 2009Retirement and Consulting • March 2nd, 2009 • Ipc Holdings LTD • Life insurance
WHEREAS, the Executive has decided to retire from employment with the Company and any applicable Group Company and to resign as a member of the Board of Directors of the Company and the boards of directors of any applicable Group Company, effective as of the Retirement Date; and
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 31st, 2008 • Ipc Holdings LTD • Life insurance • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of the 25th day of January, 2008 (this “Amendment”), is made among IPC HOLDINGS, LTD., a company organized under the laws of Bermuda (“IPC Holdings”), IPCRe LIMITED, a company organized under the laws of Bermuda (“IPCRe Limited” and collectively with IPC Holdings, the “Credit Parties”), the Lenders (as defined in the hereinafter defined Credit Agreement) party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Fronting Bank (the “Administrative Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2009 • Ipc Holdings LTD • Life insurance
THIS AMENDMENT (“Amendment”) is entered into on July 13, 2009 to the employment agreement dated as of March 1, 2009 (“Employment Agreement”) between IPCRe Limited, a company incorporated under the laws of Bermuda with its registered office located at 29 Richmond Road, Pembroke HM 08, Bermuda (the “Company”) and John R. Weale (the “Executive”).
SHARE OPTION AGREEMENTStock Option Agreement • March 4th, 2005 • Ipc Holdings LTD • Life insurance
On you were granted this option (the “Option”) pursuant to the IPC Holdings, Ltd. (the “Company”) Stock Option Plan (the “Plan”) to purchase shares of Voting Common Stock, par value $0.01 per share, of the Company at an exercise price of per share, subject to the terms and conditions of the Plan as supplemented by this Option. A copy of the Plan is available at the Company’s principal executive offices which at the date hereof are located at American International Building, 29 Richmond Road, Pembroke HM08, Bermuda (“Principal Executive Offices”).
AMENDMENT NO. 1 TO UNDERWRITING AGENCY AGREEMENT DATED DECEMBER 1, 2001Underwriting Agency Agreement • April 29th, 2003 • Ipc Holdings LTD • Life insurance
WHEREAS, Allied World Assurance Company, Ltd and IPCRe Underwriting Services Ltd. had entered into an Underwriting Agency Agreement dated as of December 1, 2001;
FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • October 27th, 2008 • Ipc Holdings LTD • Life insurance
Effective [ ] (the “Grant Date”), and subject to (i) the terms and conditions of the IPC Holdings, Ltd. (the “Company”) 2007 Incentive Plan (the “Plan”), as supplemented by this Award Agreement, and (ii) the terms and conditions of any employment agreement between you and the Company, as in effect from time to time, an award (the “Award”) of [ ] performance share units is hereby granted to you, which represents $[ ] divided by the closing price of the Company’s Common Shares two trading days following the release of the Company’s results in respect of the fiscal year immediately preceding this Award. This Award will be denominated in Common Shares. A copy of the Plan is available at the Company’s principal executive offices, which at the date hereof are located at American International Building, 29 Richmond Road, Pembroke HM 08, Bermuda. Any capitalized term used in this Award Agreement and not defined herein shall have the meaning set forth in the Plan.
Board of Directors Max Capital Group Ltd. Max House Hamilton, Bermuda HM 11 Members of the Board of Directors:Ipc Holdings LTD • March 27th, 2009 • Life insurance
Max Capital Group Ltd. (the “Company”), IPC Holdings, Ltd. (“IPC”) and IPC Limited, a newly formed, wholly owned subsidiary of IPC (the “Amalgamation Sub”), propose to enter into an Agreement and Plan of Amalgamation (the “Agreement”), pursuant to which the Amalgamation Sub will be amalgamated with the Company in a transaction (the “Amalgamation”) in which each outstanding common share of the Company, par value $1.00 per share (the “Company Shares”), other than Dissenting Shares (as defined in the Agreement), will be cancelled and converted into the right to receive a fraction of a share in the share capital of IPC, each having a par value $0.01 (the “IPC Shares”), equal to 0.6429 (the “Exchange Ratio”).
FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • October 27th, 2008 • Ipc Holdings LTD • Life insurance
Effective February 20, 2008 (the “Grant Date”), and subject to (i) the terms and conditions of the IPC Holdings, Ltd. (the “Company”) 2007 Incentive Plan (the “Plan”), as supplemented by this Award Agreement, and (ii) the terms and conditions of any employment agreement between you and the Company, as in effect from time to time, an award (the “Award”) of [ ] performance share units is hereby granted to you, which represents $[ ] divided by the closing price of the Company’s Common Shares two trading days following the release of the Company’s results in respect of the fiscal year immediately preceding this Award. This Award will be denominated in Common Shares. A copy of the Plan is available at the Company’s principal executive offices, which at the date hereof are located at American International Building, 29 Richmond Road, Pembroke HM 08, Bermuda. Any capitalized term used in this Award Agreement and not defined herein shall have the meaning set forth in the Plan.
DISCRETIONARY INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • January 14th, 2008 • Ipc Holdings LTD • Life insurance • England and Wales
AIG Investments Europe LTD, a company incorporated in England with registered number 2200753 (“AIG Investments Europe”) has agreed to provide IPCRe Limited, a company incorporated in Bermuda with its registered office at 29 Richmond Road, Pembroke, Bermuda HMO8 (“IPCRe”) with investment services on the basis that IPCRe is a Professional Client.
