Global Indemnity Group, LLC S-3/A, filed Aug 12, 2021

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Global Indemnity Group, LLC (GBLI)

S-3/A 2021-08-12

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Added on October 25, 2026

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Exhibit No.		Description

1.1*		Form of Underwriting Agreement.

3.1		Share Designation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K12B filed with the SEC on August 28, 2020).

3.2		Second Amended and Restated Limited Liability Company Agreement of Global Indemnity Group, LLC (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K12B filed with the SEC on August 28, 2020).

4.1		Description of securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020).

4.2		Amended and Restated Shareholders Agreement, dated July 2, 2010, by and among Global Indemnity plc (as successor to United America Indemnity, Ltd.) and the signatories thereto (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K12B filed with the SEC on July 2, 2010).

4.3		Amendment to the Amended and Restated Shareholders Agreement, dated as of October 31, 2013, by and among Global Indemnity plc and the signatories thereto (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013)

4.4		Indenture, dated as of August 12, 2015, by and between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated August 12, 2015) (File No. 001-34809))

4.5		First Supplemental Indenture, dated November 7, 2016, among Global Indemnity Limited, Global Indemnity plc and Wells Fargo Bank, National Association, as Trustee, to the Indenture dated as of August 12, 2015 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K12B dated November 7, 2016 (File No. 001-34809))

4.6		Officers’ Certificate, dated August 12, 2015 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated August 12, 2015 (File No. 001-34809))

4.7		Second Supplemental Indenture, dated as of March 23, 2017, among Global Indemnity Limited, Wells Fargo Bank, National Association, and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K dated March 23, 2017 (File No. 001-34809))

4.8		Form of 7.875% Subordinated Notes due 2047 (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No. 001-34809))

4.9		Third Supplemental Indenture, dated as of April 25, 2018, by and among the Company, Wells Fargo Bank, National Association, and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated April 25, 2018 (File No. 001-34809))

4.10		Fourth Supplemental Indenture, dated as of August 28, 2020, among Global Indemnity Limited, GBLI Holdings, LLC, New CayCo, Wells Fargo Bank, National Association, as trustee and U.S. Bank, National Association, as trustee, to the Indenture dated as of August 12, 2015 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809))

4.11		Fifth Supplemental Indenture, dated as of August 28, 2020, among New CayCo, GBLI Holdings, LLC, Global Indemnity Group, LLC, Wells Fargo Bank, National Association, as trustee and U.S. Bank, National Association, as trustee, to the Indenture dated as of August 12, 2015 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809))

4.12*		Form of Preferred Share Certificate

4.13*		Form of Deposit Agreement (including form of depositary receipt)

4.14*		Form of Guarantee


4.15*		Form of Warrant Agreement (including form of Warrant Certificate)

4.16*		Form of Purchase Contract (including form of Purchase Contract Certificate)

4.17*		Form of Purchase Unit Agreement (including form of Purchase Unit Certificate)

5.1**		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1**		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

23.2**		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

24.1**		Powers of Attorney (included on signature pages hereto).

25.1**		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association, as the Trustee under the Indenture dated as of August 12, 2015 with respect to the debt securities.

25.2**		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, as the Trustee under the Indenture dated as of August 12, 2015 with respect to the debt securities.


GLOBAL INDEMNITY GROUP, LLC

By:	/s/ Thomas M. McGeehan
	Name:	Thomas M. McGeehan
	Title:	Chief Financial Officer


Signature	Title	Date

*	Chief Executive, Insurance Operations, and Director	August 12, 2021
David S. Charlton	Chief Executive, Insurance Operations, and Director

/s/ Thomas M. McGeehan	Chief Financial Officer (principal financial and accounting officer)	August 12, 2021
Thomas M. McGeehan

*	Chairman of the Board of Directors	August 12, 2021
Saul A. Fox

*	Director	August 12, 2021
Joseph W. Brown

*	Director	August 12, 2021
Seth J. Gersch

*	Director	August 12, 2021
Jason B. Hurwitz

*	Director	August 12, 2021
Bruce R. Lederman

*	Director	August 12, 2021
James D. Wehr


GBLI HOLDINGS, LLC

By:	/s/ Thomas M. McGeehan
	Name:	Thomas M. McGeehan
	Title:	Chief Financial Officer


* Pursuant to power of attorney

By:		/s/ Thomas M. McGeehan
		Thomas M. McGeehan