Limited Waiver Agreement Sample Contracts

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C&J Energy Services Ltd. – Temporary Limited Waiver Agreement (May 10th, 2016)

THIS TEMPORARY LIMITED WAIVER AGREEMENT, dated May 10, 2016 (the "Signing Date") and effective as of March 31, 2016 (this "Agreement"), is entered into by and between C&J Energy Services Ltd. ("Parent"), CJ Lux Holdings S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee), having its registered office at 15, rue Edward Steichen, L-2540 Luxembourg, having a share capital of $2,000,000 and registered with the Luxembourg Register of Commerce and Companies under number B190.857 ("Luxembourg Borrower"), CJ Holding Co. ("U.S. Borrower" and, together with Parent and Luxembourg Borrower, the "Borrowers"), certain other Loan Parties identified on the signature pages hereto, Bank of America, N.A., in its capacity as Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the "Agent") and the lenders appearing on the signature pages hereto (the "Consenting Lenders"). Each of the foregoing shall be referred to herein as a "Party

Second Limited Waiver Agreement (March 3rd, 2016)

THIS SECOND LIMITED WAIVER AGREEMENT, dated. as of November 13, 2015 (this "Waiver"), is by and among LCI SHIPHOLDINGS, INC., a Marshall Islands corporation ("Borrower"), INTERNATIONAL SHIPHOLDING CORPORATION, a Delaware corporation ("Guarantor") and CAPITAL ONE, NATIONAL ASSOCIATION ("Lender"),

Limited Waiver Agreement (March 3rd, 2016)

THIS LIMITED WAIVER AGREEMENT, dated as of September 30, 2015 (this "Waiver"), is executed by and among LCI SHIPHOLDINGS, INC., a non-resident corporation organized under the laws of the Republic of the Marshall Islands, with offices at 11 North Water St., Suite 18290, Mobile, Alabama 36602 ("Borrower"), INTERNATIONAL SHIPHOLDING CORPORATION, a corporation organized under the laws of Delaware, with offices at 11 North Water St., Suite 18290, Mobile, Alabama 36602 (together with its successors and permitted assigns, "Guarantor"), and CITIZENS ASSET FINANCE, INC. (f/k/a RBS Asset Finance, Inc.), a New York corporation, with offices at 71 South Wacker Drive, 29th Floor, Mailstop 1H2935, Chicago, Illinois 60606 (together with its successors and assigns, "Lender"). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement (as defined below).

Limited Waiver Agreement (March 3rd, 2016)

THIS LIMITED WAIVER AGREEMENT, dated as of September 30, 2015 (this "Waiver"), is by and among INTERNATIONAL SHIPHOLDING CORPORATION, a Delaware corporation ("ISC"), ENTERPRISE SHIP COMPANY, INC.,, a Delaware corporation ("Enterprise"), SULPHUR CARRIERS, INC., a Delaware corporation ("Sulphur Carriers"), CO RAMWAY, INC., a Delaware corporation ("CO Railway"), CENTRAL GULF LINES, INC., a Delaware corporation ("Central Gulf"), WATERMAN STEAMSHIP CORPORATION, a New York corporation ("Waterman"), COASTAL CARRIERS, INC., a Delaware corporation ("Coastal"), N.W. JOHNSEN & CO., INC., a New York corporation ("NWT"), LMS SHIPMANAGEMENT, INC., a Louisiana corporation ("LMS"), U.S. UNITED OCEAN SERVICES, LLC, a Florida limited liability company ("UOS"), MARY ANN HUDSON, LLC, a Delaware limited liability company ("MAK"), SHEILA MCDEVITT, LLC, a Delaware limited liability company ("SAM"), TOWER, LLC, an Alabama limited liability company ("Tower"), FRASCATI SHOPS, INC., an Alabama corporation ("Fras

Limited Waiver Agreement (March 3rd, 2016)

THIS LIMITED WAIVER AGREEMENT, dated as of November 13, 2015 (this "Agreement"), is executed by and among LCI SHIPHOLDINGS, INC., a non-resident corporation organized under the laws of the Republic of the Marshall Islands, with offices at 11 North Water St., Suite 18290, Mobile, Alabama 36602 ("Borrower"), INTERNATIONAL SHIPHOLDING CORPORATION, a corporation organized under the laws of Delaware, with offices at 11 North Water St., Suite 18290, Mobile, Alabama 36602 (together with its successors and permitted assigns, "Guarantor" or "the Company"), and CITIZENS ASSET FINANCE, INC. (f/k/a RBS Asset Finance, Inc.), a New York corporation, with offices at 71 South Wacker Drive, 29th Floor, Mailstop 1112935, Chicago, Illinois 60606 (together with its successors and assigns, "Lender"). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement (as defined below).

Limited Waiver Agreement (March 3rd, 2016)

THIS LIMITED WAIVER AGREEMENT, dated as of September 30, 2015 (this "Waiver"), is by and among LCI SHIPHOLDINGS, INC., a Marshall Islands corporation ("Borrower"), INTERNATIONAL SHIPHOLDING CORPORATION, a Delaware corporation ("Guarantor") and CAPITAL ONE, NATIONAL ASSOCIATION ("Lender").

Limited Waiver Agreement (March 2nd, 2016)

This LIMITED WAIVER AGREEMENT, dated as of March 1, 2016 (this "Agreement"), is entered into among the undersigned in connection with the Credit Agreement, dated as of October 6, 2011 (as amended, supplemented or otherwise modified, the "Credit Agreement"; together with all related loan documents, the "Loan Documents"), by and among Ultra Resources, Inc., as borrower (the "Borrower" or "Ultra Resources"), JPMorgan Chase Bank N.A., as administrative agent (the "Agent"), the lenders from time to time party thereto (the "Lenders"), among others. Capitalized terms used but not defined herein shall have the meanings given such terms in the Credit Agreement.

SuperMedia – Support and Limited Waiver Agreement (December 6th, 2012)

This SUPPORT AND LIMITED WAIVER AGREEMENT (together with all Exhibits, Annexes and Schedules hereto, in each case as amended, supplemented or otherwise modified from time to time, this Support Agreement) is dated as of December 5, 2012 by and among: (i) the Consenting Lenders (as defined below), (ii) SuperMedia Inc. (SuperMedia) and certain subsidiaries of SuperMedia set forth on Schedule 1 attached hereto (collectively, the SuperMedia Parties), and (iii) JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent under the Credit Agreement (as defined below) (each of the parties set forth in clauses (i) through (iii) above, a Party; collectively, the Parties).

SuperMedia – Support and Limited Waiver Agreement (December 6th, 2012)

This SUPPORT AND LIMITED WAIVER AGREEMENT (together with all Exhibits, Annexes and Schedules hereto, in each case as amended, supplemented or otherwise modified from time to time, this Support Agreement) is dated as of December 5, 2012 by and among: (i) the Consenting Lenders (as defined below), (ii) SuperMedia Inc. (SuperMedia) and certain subsidiaries of SuperMedia set forth on Schedule 1 attached hereto (collectively, the SuperMedia Parties), and (iii) JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent under the Credit Agreement (as defined below) (each of the parties set forth in clauses (i) through (iii) above, a Party; collectively, the Parties).

Support and Limited Waiver Agreement (December 6th, 2012)

This SUPPORT AND LIMITED WAIVER AGREEMENT (together with all Exhibits, Annexes and Schedules hereto, in each case as amended, supplemented or otherwise modified from time to time, this Support Agreement) is dated as of December 5, 2012 by and among: (i) the Consenting Lenders (as defined below), (ii) Dex One Corporation (Dex), Dex Media, Inc. (Dex Media), R.H. Donnelley Inc. (RHD), Dex Media East, Inc. (Dex East), Dex Media West, Inc. (Dex West) and certain other subsidiaries of Dex set forth on Schedule 1 attached hereto (collectively, the Dex Parties), (iii) JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent under the Dex East Credit Agreement and the Dex West Credit Agreement (each as defined below) and (iv) Deutsche Bank Trust Company Americas (DBTCA), as administrative agent under the RHD Credit Agreement (as defined below) (each of the parties set forth in clauses (i) through (iv) above, a Party; collectively, the Parties).

Support and Limited Waiver Agreement (December 6th, 2012)

This SUPPORT AND LIMITED WAIVER AGREEMENT (together with all Exhibits, Annexes and Schedules hereto, in each case as amended, supplemented or otherwise modified from time to time, this Support Agreement) is dated as of December 5, 2012 by and among: (i) the Consenting Lenders (as defined below), (ii) Dex One Corporation (Dex), Dex Media, Inc. (Dex Media), R.H. Donnelley Inc. (RHD), Dex Media East, Inc. (Dex East), Dex Media West, Inc. (Dex West) and certain other subsidiaries of Dex set forth on Schedule 1 attached hereto (collectively, the Dex Parties), (iii) JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent under the Dex East Credit Agreement and the Dex West Credit Agreement (each as defined below) and (iv) Deutsche Bank Trust Company Americas (DBTCA), as administrative agent under the RHD Credit Agreement (as defined below) (each of the parties set forth in clauses (i) through (iv) above, a Party; collectively, the Parties).

LifeCare Holdings, Inc. – Second Limited Waiver Agreement (November 6th, 2012)

This SECOND LIMITED WAIVER AGREEMENT (this Agreement), dated as of November 1, 2012, is entered into by and among LIFECARE HOLDINGS, INC. (the Company), each direct or indirect subsidiary of the Company that is a Guarantor (as defined in the Indenture (as defined below)), and each Holder (as defined in the Indenture) of Notes (as defined below) signatory hereto (the Waiving Noteholders). Unless otherwise defined herein, capitalized terms used herein and defined in the Indenture referred to below are used herein as therein defined.

Limited Waiver Agreement (October 9th, 2012)

This Limited Waiver Agreement (this Agreement), dated as of October 2, 2012, is made and entered into by and between WMI Holdings Corp., a Washington corporation, (Issuer), and Wilmington Trust, National Association, (Trustee), under that certain Senior First Lien Notes Indenture, dated as of March 19, 2012 (Indenture), on behalf of the Holders of the Notes. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Indenture.

Limited Waiver Agreement (October 9th, 2012)

This Limited Waiver Agreement (this Agreement), dated as of October 2, 2012, is made and entered into by and between WMI Holdings Corp., a Washington corporation, (Issuer), and Law Debenture Trust Company of New York, (Trustee), under that certain Senior Second Lien Notes Indenture, dated as of March 19, 2012 (Indenture). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Indenture, as the case may be.

LifeCare Holdings, Inc. – Limited Waiver Agreement (September 20th, 2012)

This LIMITED WAIVER AGREEMENT (this Agreement), dated as of September 14, 2012, is entered into by and among LIFECARE HOLDINGS, INC. (the Company), each direct or indirect subsidiary of the Company that is a Guarantor (as defined in the Indenture (as defined below)), and each Holder (as defined in the Indenture) of Notes (as defined below) signatory hereto (the Waiving Noteholders). Unless otherwise defined herein, capitalized terms used herein and defined in the Indenture referred to below are used herein as therein defined.

General Maritime Corp – Limited Waiver Agreement (March 1st, 2012)

This LIMITED WAIVER AGREEMENT (this "Agreement") is made as of February 27, 2012, by and among General Maritime Corporation, a Marshall Islands corporation (the "Company"), Oaktree Principal Fund V, L.P., Oaktree Principal Fund V (Parallel), L.P., Oaktree FF Investment Fund, L.P. - Class A, and OCM Asia Principal Opportunities Fund, L.P., each a Cayman Islands exempted limited partnership (each, an "Oaktree Fund" and collectively, "Oaktree"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Equity Purchase Agreement (as defined herein).

Limited Waiver Agreement (September 8th, 2011)

This Limited Waiver Agreement (Agreement) is made and entered into as of May 13, 2011, by and between FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with FIFTH THIRD BANK, a Michigan banking corporation (Lender), having an address at 8000 Maryland Avenue, Suite 1400, St. Louis, Missouri 63105, and REG DANVILLE, LLC, a Delaware limited liability company, formerly known as BLACKHAWK BIOFUELS, LLC (Borrower), having an address at 416 S. Bell Ave., Ames, Iowa 50010.

State Auto Financial Corporation – Limited Waiver Agreement (August 9th, 2011)

finalized as of the date hereof, the Borrower estimates (without representation or warranty) that its Consolidated Net Worth as of such date was not less than $650,000,000.

Duncan Energy Partners Lp – Limited Waiver Agreement (July 6th, 2011)

THIS LIMITED WAIVER AGREEMENT, hereinafter referred to as this Waiver, dated as of June 30, 2011, is made and entered into by and among Duncan Energy Partners L.P., a Delaware limited partnership (the Borrower), the Lenders party hereto and Wells Fargo Bank, National Association, successor-in-interest to Wachovia Bank, National Association, as Administrative Agent under that certain Term Loan Agreement (as amended, the Term Loan Agreement) dated as of April 18, 2008, among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto.

Duncan Energy Partners Lp – Limited Waiver Agreement (July 6th, 2011)

THIS LIMITED WAIVER AGREEMENT, hereinafter referred to as this Waiver, dated as of June 30, 2011, is made and entered into by and among Duncan Energy Partners L.P., a Delaware limited partnership (the Borrower), the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent under that certain Revolving Credit and Term Loan Agreement (the Credit Agreement) dated as of October 25, 2010, among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent and Swingline Lender, the Issuing Banks party thereto, Citibank, N.A., DnB NOR Bank ASA and The Royal Bank of Scotland PLC, as Co-Syndication Agents, and Scotia Capital, Barclays Bank PLC and Mizuho Corporate Bank, Ltd., as Co-Documentation Agents.

Erin Energy Corp. – Limited Waiver Agreement Relating to Purchase and Continuation Agreement (February 16th, 2011)

THIS LIMITED WAIVER AGREEMENT RELATING TO PURCHASE AND CONTINUATION AGREEMENT (this Agreement) is made and entered into effective as of February 15, 2011, by and among CAMAC ENERGY INC. (formerly, Pacific Asia Petroleum, Inc.), a Delaware corporation (CEI), CAMAC PETROLEUM LIMITED, a company incorporated in the Federal Republic of Nigeria and a wholly-owned subsidiary of CEI (CPL, and together with CEI, the CEI Parties), CAMAC ENERGY HOLDINGS LIMITED, a Cayman Islands company (CEHL), ALLIED ENERGY PLC (formerly, Allied Energy Resources Nigeria Limited), a company incorporated in the Federal Republic of Nigeria and a wholly-owned subsidiary of CEHL (Allied), and CAMAC INTERNATIONAL (NIGERIA) LIMITED, a company incorporated in the Federal Republic of Nigeria and a wholly-owned subsidiary of CEHL (CINL, and together with CEHL and Allied, the CAMAC Parties). Each of the Parties to this Agreement is individually referred to herein as a Party and collectively as the Parties.

I-Flow Corporation – Limited Waiver Agreement (October 30th, 2009)

THIS LIMITED WAIVER AGREEMENT is entered into between Silicon Valley Bank (Bank) and the borrower named above (the Borrower).

Limited Waiver Agreement (August 14th, 2009)

This LIMITED WAIVER AGREEMENT (this Agreement), effective as of June 26, 2009 (the Effective Date), is by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the Borrower) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Limited Waiver Agreement (August 14th, 2009)

This LIMITED WAIVER AGREEMENT (this Agreement), effective as of June 1, 2009 (the Effective Date), is by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the Borrower) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Limited Waiver Agreement (August 14th, 2009)

This LIMITED WAIVER AGREEMENT (this Agreement), effective as of July 22, 2009 (the Effective Date), is by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the Borrower) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Limited Waiver Agreement (August 14th, 2009)

This LIMITED WAIVER AGREEMENT (this Agreement), effective as of May 8, 2009 (the Effective Date), is by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the Borrower) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Limited Waiver Agreement (August 14th, 2009)

This LIMITED WAIVER AGREEMENT (this Agreement), dated as of April 23, 2009 (the Effective Date), is by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the Borrower) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Baldwin Technology Company, Inc. – Amended and Restated Modification and Limited Waiver Agreement (May 15th, 2009)

THIS AMENDED AND RESTATED MODIFICATION AND LIMITED WAIVER AGREEMENT (this Agreement), dated as of the May 15, 2009, is by and among BALDWIN TECHNOLOGY COMPANY, INC., a Delaware corporation (Parent), BALDWIN GERMANY HOLDING GMBH, a German company (Newco), BALDWIN GERMANY GMBH, a German company (BGG), BALDWIN OXY-DRY GMBH (formerly known as OXY-DRY MASCHINEN GMBH), a German company (Oxy-Dry GmbH and, collectively with the Parent, Newco and BGG, the Borrowers), the other Credit Parties (as defined in the Guaranty and Collateral Agreement (as defined below)) a party hereto, and BANK OF AMERICA, N.A., a national banking association (as successor-by-merger to LASALLE BANK NATIONAL ASSOCIATION), in its capacity as a Lender and as Administrative Agent and the other Lenders (as defined in the Credit Agreement referred to below) signatory hereto. Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement unless otherwise

Building Materials Holding Corporation – Limited Waiver Agreement (May 15th, 2009)

THIS LIMITED WAIVER AGREEMENT (this "Waiver"), dated as of May 14, 2009, is made among (i) BUILDING MATERIALS HOLDING CORPORATION, a Delaware corporation ("Holdings"), as borrower, (ii) BMC WEST CORPORATION, a Delaware corporation (the "Company"), and certain other affiliates of Holdings, as guarantors, (iii) the Lenders party to the Credit Agreement referenced below, and (iv) WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), as the L/C Issuer, the Swingline Lender and the administrative agent for the Lenders (in such capacity, the "Administrative Agent").

Poindexter J B & Co Inc – Limited Waiver Agreement (May 15th, 2009)

This Limited Waiver Agreement (this Agreement) is made effective as of the day of December, 2008, by and among J.B. POINDEXTER & CO., INC., a Delaware corporation (Poindexter), MORGAN TRUCK BODY, LLC, a Delaware limited liability company (Morgan LLC), TRUCK ACCESSORIES GROUP, LLC, a Delaware limited liability company (TAG LLC), MIC GROUP, LLC, a Delaware limited liability company (MIC LLC), MORGAN OLSON, LLC, a Delaware limited liability company (MO LLC), EFP, LLC, a Delaware limited liability company (EFP LLC), FEDERAL COACH, LLC, a Delaware limited liability company (Federal Coach) and RICHARDS MANUFACTURING COMPANY, an Oklahoma corporation (RMC) (Poindexter, Morgan LLC, TAG LLC, MIC LLC, MO LLC, EFP LLC, Federal Coach and RMC each a Borrower and are collectively referred to as Borrowers), the other Loan Parties signatory hereto, BANK OF AMERICA, N.A., a national banking association, as successor by merger to LaSalle Bank National Association, for itself, as a Lender, and as

Building Materials Holding Corporation – Limited Waiver Agreement (April 15th, 2009)

THIS LIMITED WAIVER AGREEMENT (this "Waiver"), dated as of March 11, 2009, is made among (i) BUILDING MATERIALS HOLDING CORPORATION, a Delaware corporation ("Holdings"), as borrower, (ii) BMC WEST CORPORATION, a Delaware corporation (the "Company"), and certain other affiliates of Holdings, as guarantors, (iii) the Lenders party to the Credit Agreement referenced below, and (iv) WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), as the L/C Issuer, the Swingline Lender and the administrative agent for the Lenders (in such capacity, the "Administrative Agent").

Building Materials Holding Corporation – Limited Waiver Agreement (April 15th, 2009)

THIS LIMITED WAIVER AGREEMENT (this "Waiver"), dated as of April 13, 2009, is made among (i) BUILDING MATERIALS HOLDING CORPORATION, a Delaware corporation ("Holdings"), as borrower, (ii) BMC WEST CORPORATION, a Delaware corporation (the "Company"), and certain other affiliates of Holdings, as guarantors, (iii) the Lenders party to the Credit Agreement referenced below, and (iv) WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), as the L/C Issuer, the Swingline Lender and the administrative agent for the Lenders (in such capacity, the "Administrative Agent").

Baldwin Technology Company, Inc. – Modification and Limited Waiver Agreement (April 6th, 2009)

THIS MODIFICATION AND LIMITED WAIVER AGREEMENT (this Agreement), dated as of the March 31, 2009, is by and among BALDWIN TECHNOLOGY COMPANY, INC., a Delaware corporation (Parent), BALDWIN GERMANY HOLDING GMBH, a German company (Newco), BALDWIN GERMANY GMBH, a German company (BGG), BALDWIN OXY-DRY GMBH (formerly known as OXY-DRY MASCHINEN GMBH), a German company (Oxy-Dry GmbH and, collectively with the Parent, Newco and BGG, the Borrowers), the other Credit Parties (as defined in the Guaranty and Collateral Agreement (as defined below)) a party hereto, and BANK OF AMERICA, N.A., a national banking association (as successor-by-merger to LASALLE BANK NATIONAL ASSOCIATION), in its capacity as a Lender and as Administrative Agent and the other Lenders (as defined in the Credit Agreement referred to below) signatory hereto. Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement unless otherwise stated herein.

Second Amendment and Limited Waiver Agreement (April 1st, 2009)

THIS SECOND AMENDMENT AND LIMITED WAIVER AGREEMENT (this Agreement) dated as of March 30, 2009 is by and among KAPSTONE KRAFT PAPER CORPORATION, a Delaware corporation (the Borrower), KAPSTONE PAPER AND PACKAGING CORPORATION, a Delaware corporation (the Parent), certain subsidiaries of the Parent identified on the signature pages hereto as Guarantors, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (the Administrative Agent), Swing Line Lender and L/C Issuer.

Limited Waiver Agreement (August 27th, 2008)

This LIMITED WAIVER AGREEMENT, dated as of August 26, 2008 (this Agreement), is made and entered into by and among Tower Group, Inc., a Delaware corporation (Parent), Ocean I Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (Merger Sub), and CastlePoint Holdings, Ltd., a Bermuda exempted company (Company).