ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 10.7
This
Assignment and Assumption Agreement dated as of July 2, 2010 between United America
Indemnity, Ltd., an exempted company formed with limited liability under the laws of the Cayman
Islands (“UAI-Cayman”) and Global Indemnity plc, a public limited company organized under the laws
of Ireland (“GI plc”) relates to the Amended and Restated Shareholders Agreement, dated as of
December 15, 2003, as amended on April 10, 2006 (the “Shareholders Agreement”), by and among
UAI-Cayman, the FPC Shareholders and the Trusts (each as defined in the Shareholders Agreement).
WITNESSETH:
WHEREAS, UAI-Cayman is a public company listed on The NASDAQ Global Select Market system
(“NASDAQ”);
WHEREAS, UAI-Cayman will become a subsidiary of GI plc and GI plc will become a public company
and UAI-Cayman will cease being a public company listed on NASDAQ pursuant to the scheme of
arrangement under Cayman law;
WHEREAS, Section 8.4 of the Shareholders Agreement provides that the provisions of the
Shareholders Agreement shall apply to any and all other share capital of UAI-Cayman or any
successor or assign of UAI-Cayman (whether by merger, consolidation, sale of assets or otherwise)
that may be issued in respect of, in exchange for, or in substitution of, UAI-Cayman common shares,
or that may be issued by reason of any reorganization or otherwise;
WHEREAS, UAI-Cayman wants to assign and delegate to GI plc all of its rights and obligations
under the Shareholders Agreement, and GI plc has agreed to accept such assignment and to assume and
become liable for all of the obligations of UAI-Cayman under the Shareholders Agreement;
WHEREAS, GI plc intends for UAI-Cayman to have no further obligations or liabilities under the
Shareholders Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and
provisions herein contained, the parties agree as follows:
1. UAI-Cayman hereby assigns and delegates to GI plc all of its rights and obligations,
respectively, under the Shareholders Agreement.
2. GI plc hereby accepts the assignment and assumes all obligations of UAI-Cayman under the
Shareholders Agreement.
3. This Assignment and Assumption Agreement will become effective on and as of the date
hereof.
4. Except as expressly amended hereby, all of the representations, warranties, terms,
covenants and conditions of the Shareholders Agreement will remain unamended and not waived and
will continue to be in full force and effect.
5. This Assignment and Assumption Agreement may be executed in two or more counterparts, each
of which will be deemed an original, but all the counterparts will together constitute one and the
same instrument.
6. If any provision hereof, or the application thereof to any person or circumstance, will to
any extent be invalid or unenforceable, the remaining provisions herein, or the application of such
provisions to any persons or circumstances other than those to which it is held invalid or
unenforceable, will not be affected thereby.
7. This Assignment and Assumption Agreement and the Shareholders Agreement represent the
entire agreement of parties with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the parties relative to the subject matter hereof
not expressly set forth or referred to herein or in the Shareholders Agreement.
8. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS ASSIGNMENT AND ASSUMPTION AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.
[Signature pages follow]
IN WITNESS WHEREOF, the parties have duly executed or caused to be duly executed this Assignment
and Assumption Agreement as of the date first above written.
UNITED AMERICA INDEMNITY, LTD. |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | President and Chief Executive Officer | |||
Given under the Common Seal of GLOBAL INDEMNITY PLC |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Director | ||||
By: | /s/ Xxxxx Xxxx | |||
Director/Secretary |