HERETO OR IN ANY AGREEMENT,
CERTIFICATE OR OTHER DOCUMENT EXECUTED AND DELIVERED PURSUANT HERETO OF SUCH
INFORMATION AS IS NOT REQUIRED UNDER THE TERMS HEREOF OR THEREOF TO BE DISCLOSED
HEREIN OR THEREIN SHALL NOT EFFECT THE STANDARDS OF MATERIALITY OR DISCLOSURE
APPLICABLE TO THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS HERETO OR SUCH OTHER
AGREEMENT, CERTIFICATE OR OTHER DOCUMENT EXECUTED AND DELIVERED PURSUANT
HERETO.
ARCH PARENT AND SELLER SHALL HAVE THE RIGHT, AT ANY TIME ON OR BEFORE
JUNE 7, 2004, TO SUPPLEMENT OR AMEND THE WRITTEN DISCLOSURES BY SELLER IN THE
SCHEDULES ATTACHED HERETO, WHICH AMENDED OR SUPPLEMENTED SCHEDULES SHALL BE
DEEMED TO HAVE BEEN DISCLOSED AS OF THE DATE OF THIS AGREEMENT.
SECTION 10.16
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR
REFERENCE ONLY, AND SHALL NOT AFFECT THE INTERPRETATION OF THIS AGREEMENT.
SECTION 10.17
NO THIRD PARTY BENEFICIARIES.
EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN ARTICLE IV OR IN ANY PROVISION OF THIS AGREEMENT, NOTHING
IN THIS AGREEMENT IS INTENDED OR SHALL BE CONSTRUED TO GIVE ANY PERSON, OTHER
THAN THE PARTIES HERETO, ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR
IN RESPECT OF THIS AGREEMENT OR ANY PROVISION CONTAINED HEREIN.
SECTION 10.18
SPECIFIC PERFORMANCE.
THE PARTIES RECOGNIZE AND
AGREE THAT IF FOR ANY REASON ANY OF THE PROVISIONS OF THIS AGREEMENT ARE NOT
PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR OTHERWISE BREACHED,
IMMEDIATE AND IRREPARABLE HARM OR INJURY WOULD BE CAUSED FOR WHICH MONEY DAMAGES
WOULD NOT BE AN ADEQUATE REMEDY.
ACCORDINGLY, EACH PARTY AGREES THAT, IN
ADDITION TO ANY OTHER AVAILABLE REMEDIES, THE OTHER PARTY SHALL BE ENTITLED TO
SPECIFIC PERFORMANCE OF THE TERMS HEREOF, IN ADDITION TO ANY OTHER REMEDY AT LAW
OR EQUITY.
IN THE EVENT THAT ANY ACTION SHOULD BE BROUGHT IN EQUITY TO ENFORCE
THE PROVISIONS OF THIS AGREEMENT, NO PARTY WILL ALLEGE, AND EACH PARTY HEREBY
WAIVES THE DEFENSE, THAT THERE IS AN ADEQUATE REMEDY AT LAW.
46
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have
executed and delivered this Stock Purchase Agreement as of the day and year
first above written.
PROTECTIVE UNDERWRITING
SERVICES, INC.
By:
/s/ Bruce W. Schnitzer
Name:
Bruce W. Schnitzer
Title:
President
ARCH CAPITAL HOLDINGS LTD.
By:
/s/ John D. Vollaro
Name:
John D. Vollaro
Title:
Director
ARCH CAPITAL GROUP LTD.
By:
/s/ John D. Vollaro
Name:
John D. Vollaro
Title:
Executive Vice President and
Chief Financial Officer
Exhibit A
Investment Guidelines of PSIC and American Independent Insurance
Exhibit B
Current Reinsurance Agreement
AMENDMENT NO. 1 TO THE
STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of July 9, 2004, by and among
PROTECTIVE UNDERWRITING SERVICES, INC., a Delaware corporation ("Purchaser"),
ARCH CAPITAL HOLDINGS LTD., a Bermuda company ("Seller"), and ARCH CAPITAL GROUP
LTD., a Bermuda company ("Arch Parent").
WHEREAS, Purchaser, Seller and Arch Parent entered into that certain Stock
Purchase Agreement (the "Agreement") dated as of May 13, 2004; and
WHEREAS, the parties to the Agreement desire to amend the