JUNIOR SUBORDINATED INDENTURE between FLAGSTONE REINSURANCE HOLDINGS LIMITED and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
JUNIOR SUBORDINATED INDENTURE, dated as of August 23, 2006, between FLAGSTONE REINSURANCE HOLDINGS LIMITED, a Bermuda company (the “Company”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, the “Trustee”).
ContractFlagstone Reinsurance Holdings LTD • December 8th, 2006 • Fire, marine & casualty insurance
NEITHER THIS WARRANT NOR THE COMMON SHARES OF FLAGSTONE REINSURANCE HOLDINGS LIMITED (THE “COMPANY”) ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER OF THIS WARRANT HAS AGREED THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS WARRANT EXCEPT TO AFFILIATES AND THAT NO SALE, PLEDGE OR OTHER TRANSFER OF THE COMMON SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.
PLEDGE AGREEMENTPledge Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
PLEDGE AGREEMENT, dated as of 28 August 2006, (this “Agreement”) made among FLAGSTONE REINSURANCE LIMITED, a company organized and existing under the laws of Bermuda (the “Pledgor” and Citibank Ireland Financial Services plc (the “Pledgee”).
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Agreement”) of Flagstone Reinsurance Holdings Limited, a Bermuda exempted company (the “Company”) is made and entered into as of November 15, 2006, by and among the Company and the investors listed on Exhibit A hereto (the “Shareholders”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • California
This Investment Management Agreement (“Agreement”) is entered into this 6th day of January, 2006, between Flagstone Reinsurance Limited, a Bermuda exempted company (“Company”) and Pacific Investment Management Company LLC, a Delaware limited liability company (“Manager”), with reference to the following facts:
SECURITY PURCHASE AGREEMENTSecurity Purchase Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
THIS SHARE PURCHASE AGREEMENT, dated as of March 14, 2006 (this “Agreement”), is between Flagstone Reinsurance Bermuda Limited, a Bermuda reinsurance company (the “Buyer”) and the persons listed on Exhibit A hereto (collectively, the “Securityholders”).
EYE PATCH HOLDINGS LIMITED (“The Lessor”) GIBBONS MANAGEMENT SERVICES LIMITED (“The Agent”) -and- WEST END CAPITAL MANAGEMENT (BERMUDA) LIMITED (“The Lessee”) LEASE Relating to Second/Third Floor, Crawford House Church Street, Hamilton, BermudaEye Patch Holdings Limited • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
6th March, 2006 Mr. David Brown, Director Flagstone Reinsurance Holdings LimitedFlagstone Reinsurance Holdings LTD • December 8th, 2006 • Fire, marine & casualty insurance
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
Pledgor has granted Secured Party a security interest in the financial assets in the securities account identified above (the “Account”), maintained by Bank for Pledgor, (including any security entitlement) and in the Account. The parties are entering into this Agreement to provide for the control of the Account as a means to perfect the security interest of Secured Party. Bank has no responsibility to Secured Party in respect to the validity or perfection of such security interest otherwise than to act in accordance with the terms and conditions of this Agreement.
QUOTA SHARE REINSURANCE TREATY (Hereinafter referred to as “the Agreement”) Between Mont Fort Re Limited in respect of if segregated account, designated as ILW Cell (Hereinafter referred to as “the Company”) And Flagstone Reinsurance Limited...Quota Share Reinsurance Treaty • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
The Company shall cede to the Reinsurer and the Reinsurer shall accept from the Company an 8.33% quota share participation of the net retained insurance liability of the Company with respect to business designated as ILW Cell.
LETTERHEAD OF FLAGSTONE REINSURANCE HOLDINGS LIMITED]Flagstone Reinsurance Holdings LTD • December 8th, 2006 • Fire, marine & casualty insurance
Reference is made to the purchase on February 1, 2006 by Lightyear Fund II (Cayman), L.P. (the “VCOC Investor”) from Flagstone Reinsurance Holdings Limited (the “Company”) of 4,985,000 common shares, par value $.01 per share, of stock of the Company pursuant to the Second Subscription Agreement dated as of December 30, 2005 between the Company and Lightyear Fund II, L.P. (“Lightyear”) and the Assignment Agreement dated February 1, 2006 among the Company, the VCOC Investor, Lightyear and Lightyear Co-Invest Partnership II (Cayman), L.P. (the “Initial Stock”), and the contemplated direct or indirect purchase pursuant to the Fourth Subscription Agreement dated as of February 23, 2006 between the Company and the VCOC Investor by the VCOC Investor from the Company of an additional 997,000 common shares, par value $.01 per share, of stock of the Company (together with the Initial Stock, the “Stock”). This letter agreement amends, restates and supersedes the letter agreement delivered on Febr
AIRCRAFT MANAGEMENT AND JOINT USE AGREEMENTAircraft Management And • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance • New York
THIS SHARE PURCHASE AGREEMENT, dated as of March 15, 2006 (this “Agreement”), is between Flagstone Reinsurance Bermuda Limited, a Bermuda reinsurance company (the “Buyer”) and Haverford (Bermuda) Limited, a Bermuda investment management company (the “Shareholder”).
ISLAND HERITAGE INSURANCE COMPANY LIMITED, GRAND CAYMAN, CAYMAN ISLANDS PLACEMENT SLIP/WORDINGSubscription Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
Willis Re Inc., 1401 Brickell Avenue, Suite 1110, Miami FL 33131, U.S.A, Willis Re Inc., 4th Floor, Wall Street Plaza, New York, New York 10005, U.S.A and Willis Limited, Ten Trinity Square, London EC3P 3AX.
ISLAND HERITAGE INSURANCE COMPANY LIMITED, GRAND CAYMAN, CAYMAN ISLANDS PLACEMENT SLIP/WORDINGSubscription Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
Willis Re Inc., 1401 Brickell Avenue, Suite 1110, Miami FL 33131, U.S.A, Willis Re Inc., 4th Floor, Wall Street Plaza, New York, New York 10005, U.S.A and Willis Limited, Ten Trinity Square, London EC3P 3AX.
OPERATIONAL SUPPORT AGREEMENTOperational Support Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
OPERATIONAL SUPPORT AGREEMENT, dated as of December 20, 2005 (the “Agreement”), among West End Capital Management (Bermuda) Limited, an exempted company incorporated under the laws of Bermuda and licensed to provide insurance management services pursuant to the licence annexed hereto, and Flagstone Reinsurance Limited (“Flagstone”), a company incorporated under the laws of Bermuda and registered as a Bermuda Class 4 insurer under the Insurance Act 1978.
TENANCY AGREEMENT FOR BUSINESS PREMISES Index-linkedTenancy Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
The present contract shall be concluded for a term of —two— years; it shall begin on 1 October 2006 at noon and end on 30 September 2008 at noon. Unless an undersigned notice of termination is given by official form on the part of the lessor or in writing on the part of the tenant (at least six months in advance), posted by registered letter at the post office no later than on 31 March 2008 at noon, the present tenancy agreement shall be renewed with full rights and under the same conditions for—one— year, and in the same way year by year thereafter.
Insurance Letter of Credit Department 2nd FloorFlagstone Reinsurance Holdings LTD • December 8th, 2006 • Fire, marine & casualty insurance
AIRCRAFT PURCHASE AGREEMENTAircraft Purchase Agreement • December 8th, 2006 • Flagstone Reinsurance Holdings LTD • Fire, marine & casualty insurance
WHEREAS The Buyer desires to purchase from the Seller and the Seller desires to sell to the Buyer the Aircraft in accordance with the terms and conditions contained here,
GRAPHIC] FLAGSTONE REFlagstone Reinsurance Holdings LTD • December 8th, 2006 • Fire, marine & casualty insurance
This letter will confirm our agreement to engage Meetinghouse LLC to provide actuarial consultancy services to Flagstone Reinsurance Limited (“Flagstone”).
