Exhibit 10.2
FORM OF
AMALGAMATION AGREEMENT
THIS AGREEMENT is made the ____ day of ___________, 2006
BETWEEN:
1. RAM Holdings Ltd., a Bermuda exempted company having its registered office at
Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx; and
2. RAM Holdings II Ltd., a Bermuda exempted company having its registered office
at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx.
WHEREAS:
RAM Holdings Ltd. and RAM Holdings II Ltd. have agreed to amalgamate pursuant to
the provisions of the Companies Xxx 0000 of Bermuda (the "Companies Act") on the
terms hereinafter appearing (the remaining company to be known in this agreement
as the "Amalgamated Company").
NOW IT IS HEREBY AGREED as follows:
1. The parties hereby agree that the amalgamation shall occur and be effective
on [INSERT RELEVANT DATE] or if later, as set out in the applicable certificate
of amalgamation issued in accordance with Section 108 of the Companies Act by
the Registrar of Companies in Bermuda (the "Amalgamation Date").
2. The Memorandum of Association of the Amalgamated Company shall be that of RAM
Holdings Ltd. and the Amalgamated Company shall be called "RAM Holdings Ltd."
3. Upon amalgamation, the total authorized share capital of the Amalgamated
Company shall be US$[INSERT NUMBER] consisting of the following:
(i) [INSERT NUMBER] common shares of par value US$1.00 each; and
(ii) [INSERT NUMBER] unissued undesignated preference shares of par value
US$0.10 each.
4. On the Amalgamation Date, the issued and outstanding shares of each of RAM
Holdings Ltd. and RAM Holdings II Ltd. shall be converted to common shares of
the Amalgamated Company on a one-for-one basis.
5. The Bye-laws of the Amalgamated Company shall be those that are attached as
Exhibit A to this agreement. The financial and tax year-end for the Amalgamated
Company shall be the same as for RAM Holdings Ltd., namely December 31.
6. The names and addresses of the persons proposed to be directors of the
Amalgamated Company are as follows:
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxx
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxx
7. This agreement shall constitute a "plan of reorganization" within the meaning
of section 368(a) of the United States Internal Revenue Code of 1986, as
amended.
8. This agreement shall be governed by and construed in accordance with the laws
of Bermuda (except with respect to references herein to "tax year-end" and
clause 7, which shall be construed in accordance with appropriate laws
concerning the United States Internal Revenue Code of 1986, as amended) and the
parties hereto submit to the non-exclusive jurisdiction of the courts of
Bermuda.
IN WITNESS WHEREOF the parties hereto have executed this agreement the day and
year first above written.
RAM HOLDINGS LTD.
By
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Name
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Title
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RAM HOLDINGS II LTD.
By
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Name
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Title
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