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FIRST SUPPLEMENTAL
GUARANTEE
THIS FIRST
SUPPLEMENTAL GUARANTEE (this “Supplemental Guarantee”)
is dated as of February 5, 2009, among Ocean I Corporation, a
Delaware corporation (“Ocean I”), CastlePoint Holdings,
Ltd., a Bermuda exempted company (the “Company”), and
Wilmington Trust Company, a Delaware banking corporation (the
“Guarantee Trustee”).
WHEREAS, the
Company and the Trustee entered into a Parent Guarantee Agreement,
dated as of November 8, 2007 (the “Parent
Guarantee”), pursuant to which the Company irrevocably and
unconditionally agreed to guarantee the payment obligations of
CastlePoint Bermuda Holdings, Ltd. with respect to the Debentures
and the Capital Securities; and
WHEREAS, on the
date of this Supplemental Guarantee, the Company will merge with
and into Ocean I, with Ocean I being the surviving corporation (the
“Merger”), whereupon the separate corporate existence
of the Company will cease; and
WHEREAS,
Section 8.2 of the Parent Guarantee requires that Ocean I
expressly assume, by a guarantee executed and delivered to the
Trustee by Ocean I, the due and punctual payment of any and all
obligations of the Company under the Parent Guarantee and the
performance and observance of all the covenants and conditions of
the Parent Guarantee to be kept or performed by the Company;
and
WHEREAS,
capitalized terms used and not otherwise defined herein shall have
the respective meanings assigned to such terms in the Parent
Guarantee.
NOW, THEREFORE, in
compliance with Section 8.2 of the Parent Guarantee, and in
consider
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