GAINSCO (GAN)

Miscellaneous

7.1 Reference to Credit Agreement. Each of the Loan Documents, including the Credit Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.

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7.2 Severability. The provisions of this First Amendment are intended to be severable. If for any reason any provision of this First Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

7.3 Counterparts. This First Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this First Amendment by signing any such counterpart.

7.4 INTEGRATION. THIS FIRST AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

7.5 GOVERNING LAW. THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

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Executed as of the date first written above.

BORROWER:

OTHER OBLIGORS:

Miscellaneous

7.1 Reference to Credit Agreement. Each of the Loan Documents, including the Credit Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement shall mean a
reference to the Credit Agreement as amended hereby.

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7.2 Severability. The provisions of this First Amendment are intended to be severable. If for any
reason any provision of this First Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without
in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

SIZE="2">7.3 Counterparts. This First Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this First Amendment by signing any such
counterpart.

7.4 INTEGRATION. THIS FIRST AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Miscellaneous

7.1 Reference to Credit Agreement. Each of the Loan Documents, including the Credit Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement shall mean a
reference to the Credit Agreement as amended hereby.

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7.2 Severability. The provisions of this First Amendment are intended to be severable. If for any
reason any provision of this First Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without
in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

SIZE="2">7.3 Counterparts. This First Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this First Amendment by signing any such
counterpart.

7.4 INTEGRATION. THIS FIRST AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Miscellaneous

7.1 Reference to Credit Agreement. Each of the Loan Documents, including the Credit Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement shall mean a
reference to the Credit Agreement as amended hereby.

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7.2 Severability. The provisions of this First Amendment are intended to be severable. If for any
reason any provision of this First Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without
in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

SIZE="2">7.3 Counterparts. This First Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this First Amendment by signing any such
counterpart.

7.4 INTEGRATION. THIS FIRST AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

MISCELLANEOUS

3.1 Governing Law and Venue. This Guaranty shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. The parties irrevocably and unconditionally agree that the exclusive place of jurisdiction for any action, suit or proceeding (“Actions”) relating to this Guaranty shall be in the courts of the United States of America sitting in the Northern District of Illinois or, if such courts

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shall not have jurisdiction over the subject matter thereof, in the courts sitting in the city of Chicago, Illinois, and each such party hereby irrevocably and unconditionally agrees to submit to the jurisdiction of such courts for purposes of any such Actions. Each party irrevocably and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience of the forum.

3.2 Severability. If any term, provision, covenant or restriction of this Guaranty is held by a court of competent jurisdiction to be invalid, void or unenforceable, the Company and the Guarantor each direct that such court interpret and apply the remainder of this Guaranty in the manner that it determines most closely effectuates their intent in entering into this Guaranty, and in doing so particularly take into account the relative importance of the term, provision, covenant or restriction being held invalid, void or unenforceable.

3.3 Assignability. This Guaranty may not be assigned by the Guarantor nor may any duty or obligation of the Guarantor hereunder be delegated to a third party. Any assignment or delegation or attempted assignment or delegation in violation of this provision shall be void and of no effect.

3.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile (which is confirmed) or sent by overnight courier (providing proof of delivery), to the parties at the following address:

If to the Company, to:

General Agents Insurance Company of America, Inc.

c/o Montpelier Re U.S. Holdings Ltd.

One Constitution Plaza, 5th Floor

Hartford, Connecticut 06103

Attention: Robert W. Heagney, Esq.

     General Counsel

Facsimile: (860) 838-4492

Telephone: (860) 838-4464

E-mail: rob.heagney@montpelierus.com

With a copy to:

Montpelier Re Holdings Ltd.

Montpelier House

94 Pitts Bay Road

P.O. Box HM 2079

Hamilton HM HX Bermuda

Attention: Jonathan B. Kim, Esq.

    General Counsel

Facsimile: (441) 296-4358

Telephone: (441) 297-9595

E-mail: jonathan.kim@montpelierre.bm

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If to the Guarantor:

GAINSCO, INC.

3333 Lee Parkway, Suite 1200

Dallas, Texas 75219-5134

Attention: Chief Financial Officer

Facsimile: (972) 629-4401

Telephone: (972) 629-4407

With a copy to:

GAINSCO, INC.

3333 Lee Parkway, Suite 1200

Dallas, Texas 75219-5134

Attention: General Counsel

Facsimile: (972) 629-4401

Telephone: (972) 629-4411

Any party may, by notice given in accordance with this Section 3.4 to the other party, designate another address or person for receipt of notices hereunder provided that notice of such a change shall be effective upon receipt.

3.5 Amendments. Neither this Guaranty, nor any term, covenant or condition hereof may be changed, waived, discharged, modified or terminated except by a writing executed by the Guarantor and the Company.

3.6 Entire Agreement. This Guaranty constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties relating thereto.

3.7 Negotiated Agreement. This Guaranty has been negotiated by the parties and the fact that the initial and final draft will have been prepared by either party will not give rise to any presumption for or against any party to this Guaranty or be used in any respect in the construction or interpretation of this Guaranty or any of its provisions.

3.8 Successors and Assigns. The provisions of this Guaranty shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

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MISCELLANEOUS

18.1 This Agreement shall be subject to and construed under the laws of the State of Delaware. It is agreed that the venue of any controversy arising out of this Agreement, or any breach thereof, shall be in the Chicago, Illinois.

18.2 All notices required to be given hereunder shall be deemed to have been duly given by personally delivering such notice in writing or by mailing it, certified mail, return receipt requested, with postage prepaid. Any Party may change the address to which notices and other communications hereunder are to be sent to such Party by giving the other Party written notice thereof in accordance with this provision.

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18.3 The address of the Company, for the purpose of providing notice under this Agreement, is One Constitution Plaza, Fifth Floor, Hartford, Connecticut 06103. The address of the Reinsurer for the purpose of providing notice under this Agreement is 3333 Lee Parkway, Suite 1200, Dallas, Texas 75219-5134.

18.4 This Agreement shall be binding upon the Parties hereto, together with their respective successors and permitted assigns. The Reinsurer may not assign any of its rights or obligations under this Agreement without the prior written consent of the Company.

18.5 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18.6 This Agreement may be amended, modified or supplemented only by a written instrument executed by all Parties hereto.

18.7 This Agreement is the entire agreement between the Parties and supersedes any and all previous agreements, written or oral, and amendments thereto with respect to the Business Reinsured, and there are no understandings between the Parties with respect to the subject matter hereof other than as expressed in this Agreement.

18.8 A waiver by the Company or the Reinsurer of any breach or default by the other Party under this Agreement shall not constitute a continuing waiver or a waiver by the Company or the Reinsurer of any subsequent act in breach or of default hereunder.

18.9 Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.

18.10 The Parties hereto intend all provisions of this Agreement to be enforced to the fullest extent permitted. Accordingly, should a court of competent jurisdiction or an arbitration panel determine that the scope of any provision is too broad to be enforced as written, the Parties intend that the court or arbitration panel should reform the provision to such narrower scope as it determines to be enforceable under present or future law; such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were never a part hereof; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance.

18.11 Any offset taken with respect to amounts due to either the Reinsurer or the Company hereunder shall be strictly limited to amounts due to or from such Parties pursuant to this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed this 100% Quota Share Reinsurance Agreement to be effective as of the Effective Date as provided herein.

MISCELLANEOUS

ARTICLE VIII. MISCELLANEOUS

SECTION 8.1. Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, conservators, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Capital Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article VIII of the Indenture and pursuant to which the assignee agrees in writing to perform the Guarantor’s obligations hereunder, the Guarantor shall not assign its obligations hereunder without the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, and any purported assignment that is not in accordance with these provisions shall be void.

SECTION 8.2. Amendments.

Except with respect to any changes that do not materially adversely affect the rights of the Holders (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Capital Securities. The provisions of Article VI of the Trust Agreement concerning meetings of the Holders shall apply to the giving of such approval.

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SECTION 8.3. Notices.

Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied (confirmed by delivery of the original) or mailed by first class mail as follows:

(a) if given to the Guarantor, to the address or telecopy number set forth below or such other address or telecopy number or to the attention of such other Person as the Guarantor may give notice to the Holders:

GAINSCO, INC.

3333 Lee Parkway, Suite 1200

Dallas, Texas 75219

Facsimile No.: (972) 629-4401

Attention: Chief Financial Officer

(b) if given to the Issuer Trust, in care of the Guarantee Trustee, at the Issuer Trust’s (and the Guarantee Trustee’s) address set forth below or such other address or telecopy number or to the attention of such other Person as the Guarantee Trustee on behalf of the Issuer Trust may give notice to the Holders:

GAINSCO Capital Trust I

c/o GAINSCO, INC.

3333 Lee Parkway, Suite 1200

Dallas, Texas 75219

Facsimile No.: (972) 629-4401

Attention: Chief Financial Officer

with a copy to:

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, Connecticut 06103

Attention: Corporate Trust Services – GAINSCO Statutory Trust II

(c) if given to the Guarantee Trustee:

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, Connecticut 06103

Attention: Corporate Trust Services – GAINSCO Statutory Trust II

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with a copy to:

U.S. Bank National Association One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services – GAINSCO Statutory Trust II

Facsimile No.: (617) 603-6683 Telephone: (617) 603-6549

(d) if given to any Holder of record, at the address set forth on the books and records of the Issuer Trust.

All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

SECTION 8.4. Benefit.

This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the Capital Securities.

SECTION 8.5. Interpretation.

In this Guarantee Agreement, unless the context otherwise requires:

(a) capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto have the respective meanings assigned to them in Section 1.1;

(b) a term defined anywhere in this Guarantee Agreement has the same meaning throughout;

(c) all references to “the Guarantee Agreement” or “this Guarantee Agreement” are to this Guarantee Agreement as modified, supplemented or amended from time to time;

(d) all references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires;

(f) a reference to the singular includes the plural and vice versa; and

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(g) the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders.

SECTION 8.6. Governing Law.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

SECTION 8.7. Counterparts.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Guarantee and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Guarantee as to the parties hereto, and may be used in lieu of the original signature pages to this Guarantee for all purposes.

(b)  The headings and sections of this Agreement are for convenience only and shall not affect the interpretation of any provision hereof.

(c)  This Agreement shall be governed and construed in accordance with the internal laws of the State of Texas, without giving effect to principles of conflict of laws.

This Agreement is executed as of the date first above written.

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