Exhibit 99.1
WARRANT PURCHASE AGREEMENT
THIS WARRANT PURCHASE
AGREEMENT (this
“Agreement”) is made and entered into as of June 17,
2009, by and among, Aon Alexander & Alexander U.K. Pension
Scheme with an address of c/o Aon Consulting Limited, Carnegie
House, 21 Peterborough Road, Harrow, Middlesex HA1 2AJ; Aon Bain
Hogg Pension Scheme with an address of c/o Xafinity Consulting, 110
Fenchurch Street, London EC3M 5JT; Aon Minet Pension Scheme with an
address of c/o Aon Consulting Limited, Netherton House, 25 Marsh
Street, Bristol BS1 4AQ; Aon U.K. Pension Scheme with an address of
c/o Aon Consulting Limited, Briarcliff House, Kingsmead,
Farnborough GU14 7TE and Jenner Fenton Slade 1980 Scheme with an
address of c/o Jardine Lloyd Thompson, 1 Portsoken Street, London
E1 8LN, each a pension scheme organized in the United Kingdom
(individually, a “Seller” and collectively, the
“Sellers”) and Endurance Specialty Holdings Ltd., an
exempted company organized in Bermuda (the
“Company”).
WHEREAS , each respective Seller desires to sell to the
Company, and the Company desires to purchase from each respective
Seller, the number of warrants exercisable for ordinary shares, par
value US$1.00 per share (“Ordinary Shares”), of the
Company having an exercise price as of the date hereof of $14.37
per Ordinary Share, set forth opposite such Seller’s name on
Schedule 1 hereto under the heading, “To be Sold”
(collectively, the “Warrants”), for the amount set
forth opposite such Seller’s name on Schedule 1 hereto under
the heading, “Value per Warrant”, and subject to the
terms, conditions, promises, representations and warranties set
forth herein; and
WHEREAS , the parties hereto desire to set forth herein
the terms and conditions of their agreements and
understandings.
NOW, THEREFORE
, in consideration of the foregoing,
of the mutual promises herein contained and of other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, hereby covenant and agree as follows:
1.
Sale and Transfer of the Warrants . Each respective Seller
hereby sells, assigns, transfers, conveys and delivers such
Seller’s respective Warrants to the Company.
2.
Instruments of Conveyance and Transfer . At or prior to the
Closing, each respective Seller shall have delivered to the Company
(i) such Seller’s respective Warrants, or copies thereof,
endorsed in blank or accompanied by an assignment separate from
certificate executed in blank and in such form reasonably
satisfactory to the Company as shall be effective to vest in the
Company good and valid title to such Seller’s respective
Warrants, free and clear of any option, call, contract, commitment,
demand, lien, charge, security interest or encumbrance whatsoever
and (ii) instructions regarding the delivery of new warrants for
the purchase of the remaining aggregate number of Ordinary Shares
not being purchased from the Company. Each respective Seller shall
at any time, and from time to time, after the date hereof, execute,
acknowledge and deliver all further assignments, transfers, and any
other such instruments of conveyance, upon the reasonable request
of the Company, to confirm the sale of the Warrants
hereunder.
3.
Payment by Buyer . The Company is purchasing all the
Warrants at an aggregate total purchase price of US$6,685,000 (the
“Purchase Price”), payable by wire transfer of
immediately available funds to the respective Sellers in the
respective amounts shown under “Amount Due to Scheme”
on Schedule 1. In determining the Purchase Price for the
respective Warrants being sold hereunder, the values in Schedule 1
will be based upon the closing market price per Ordinary Share on
the New York Stock Exchange, as reported on its consolidated
transaction reporting system, as of the date hereof (the
“Closing Price”) less one-half (½) percent of
the Closing Price.
4.
Closing . The transactions contemplated herein shall close
on the first business day following the date hereof (the
“Closing”), at which time, upon delivery by each
respective Seller of such documents as required pursuant to Section
2 hereof, the Company shall deliver the portion of the Purchase
Price payable to each respective Seller by wire transfer of
immediately available funds to such account or accounts as provided
in writing to the Company by such Seller.
5.
Representations and Warranties of
