6,250,000 Shares Blue Capital Reinsurance Holdings Ltd. Common Shares ($1.00 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 12th, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance • New York
Deutsche Bank Securities Inc. Barclays Capital Inc. UBS Securities LLC As Representatives of the Several Underwriters
BLUE CAPITAL REINSURANCE HOLDINGS LTD.Award Agreement • July 30th, 2015 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
This Award Agreement (the “Award Agreement”) is made and entered into as of June 15, 2015 between Blue Capital Reinsurance Holdings Ltd. (the “Company”) and Christopher L. Harris (the “Participant”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 4th, 2015 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance • New York
This CREDIT AGREEMENT is entered into as of May 2, 2014, by and among BLUE CAPITAL REINSURANCE HOLDINGS LTD., a Bermuda exempted limited liability company (“BCR Holdings” or the “Borrower”), the Guarantors from time to time party to the Guarantee Agreement (as defined below), the lenders from time to time party to this Agreement (collectively, the “Lenders”; individually, each, a “Lender”), and ROYAL BANK OF CANADA, as administrative agent for the Lenders (the “Administrative Agent”) and the other agents and arrangers party hereto.
UNDERWRITING AND INSURANCE MANAGEMENT AGREEMENT among BLUE CAPITAL REINSURANCE HOLDINGS LTD., BLUE CAPITAL RE LTD. and BLUE CAPITAL INSURANCE MANAGERS LTD. Dated as of November 12, 2013Underwriting and Insurance Management Agreement • November 12th, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
UNDERWRITING AND INSURANCE MANAGEMENT AGREEMENT (this “Agreement”), dated as of November 12, 2013, among BLUE CAPITAL REINSURANCE HOLDINGS LTD., an exempted company incorporated in Bermuda (registered number 47855) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Parent”), BLUE CAPITAL RE LTD., an exempted company incorporated in Bermuda (registered number 47922) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Blue Capital Re”), and BLUE CAPITAL INSURANCE MANAGERS LTD., an exempted company incorporated in Bermuda (registered number 35606) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Reinsurance Manager”).
SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT between BLUE CAPITAL REINSURANCE HOLDINGS LTD. and MONTPELIER REINSURANCE LTD. Dated as of November 12, 2013Shareholder and Registration Rights Agreement • November 12th, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance • New York
SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 12, 2013, between BLUE CAPITAL REINSURANCE HOLDINGS LTD., an exempted company incorporated in Bermuda (registered number 47855) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Company”), and MONTPELIER REINSURANCE LTD., a wholly owned subsidiary of Montpelier Re Holdings Ltd. and an exempted company incorporated in Bermuda (registered number 31261) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Montpelier”).
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT between BLUE CAPITAL REINSURANCE HOLDINGS LTD. and BLUE CAPITAL MANAGEMENT LTD. Dated as of November 13, 2014Administrative Services Agreement • November 14th, 2014 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated as of November 13, 2014, between BLUE CAPITAL REINSURANCE HOLDINGS LTD., an exempted company incorporated in Bermuda (registered number 47855) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Parent”), and BLUE CAPITAL MANAGEMENT LTD., an exempted company incorporated in Bermuda (registered number 38829) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Services Manager”).
TRADEMARK LICENSE AGREEMENT between MONTPELIER RE HOLDINGS LTD. and BLUE CAPITAL REINSURANCE HOLDINGS LTD. Dated as of November 12, 2013Trademark License Agreement • November 12th, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance • New York
RETROCESSION CONTRACT (hereinafter referred to as the “Contract”) issued to BLUE WATER RE LTD., Hamilton, Bermuda (hereinafter referred to as the “Reinsured”) by BLUE CAPITAL RE LTD. (hereinafter referred to as the “Reinsurer”)Retrocession Contract • January 6th, 2014 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance • England and Wales
This Contract is in respect of (i) ceded reinsurance business written by the Reinsured and (ii) allocated to the Reinsurer in accordance with its underwriting guidelines (hereinafter referred to as the ‘Original Reinsurance Contracts’).
September 27, 2017 Michael J. McGuire Waterloo HouseBlue Capital Reinsurance Holdings Ltd. • September 29th, 2017 • Fire, marine & casualty insurance
April 25, 2017 John V. Del Col Waterloo HouseBlue Capital Reinsurance Holdings Ltd. • April 25th, 2017 • Fire, marine & casualty insurance
LOCK-UP AGREEMENTLock-Up Agreement • March 7th, 2014 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
Montpelier Reinsurance Ltd. (“Montpelier”) understands that Deutsche Bank Securities Inc. (“Deutsche Bank”), Barclays Capital Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Blue Capital Reinsurance Holdings Ltd. (the “Company”), providing for the public offering by the Underwriters, including the Representatives, of common shares, par value $1.00 per share (the “Common Shares”), of the Company (the “Public Offering”).
UNDERWRITING AND INSURANCE MANAGEMENT AGREEMENT among BLUE CAPITAL REINSURANCE HOLDINGS LTD., BLUE CAPITAL RE LTD. and BLUE CAPITAL INSURANCE MANAGERS LTD. Dated as of [●], 2013Underwriting and Insurance Management Agreement • September 18th, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
UNDERWRITING AND INSURANCE MANAGEMENT AGREEMENT (this “Agreement”), dated as of [●], 2013, among BLUE CAPITAL REINSURANCE HOLDINGS LTD., an exempted company incorporated in Bermuda (registered number 47855) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Parent”), BLUE CAPITAL RE LTD., an exempted company incorporated in Bermuda (registered number 47922) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Blue Capital Re”), and BLUE CAPITAL INSURANCE MANAGERS LTD., an exempted company incorporated in Bermuda (registered number 35606) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Reinsurance Manager”).
SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT between BLUE CAPITAL REINSURANCE HOLDINGS LTD. and MONTPELIER REINSURANCE LTD. Dated as of [•], 2013Shareholder and Registration Rights Agreement • September 18th, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance • New York
SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2013, between BLUE CAPITAL REINSURANCE HOLDINGS LTD., an exempted company incorporated in Bermuda (registered number 47855) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Company”), and MONTPELIER REINSURANCE LTD., a wholly owned subsidiary of Montpelier Re Holdings Ltd. and an exempted company incorporated in Bermuda (registered number 31261) whose registered office is at 94 Pitts Bay Road, Pembroke HM 08, Bermuda (“Montpelier”).
AGREEMENT TO TERMINATE CREDIT AGREEMENTAgreement to Terminate • July 31st, 2019 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
WHEREAS, the Company and the Lender are parties to that certain Credit Agreement, dated as of May 6, 2016 as amended on July 31, 2018 (together, the “Credit Agreement”), pursuant to which the Lender has extended credit to the Company on the terms set forth therein;
FORM OF LOCK-UP AGREEMENTBlue Capital Reinsurance Holdings Ltd. • March 7th, 2014 • Fire, marine & casualty insurance
The undersigned understands that Deutsche Bank Securities Inc., Barclays Capital Inc. and UBS Securities LLC as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Blue Capital Reinsurance Holdings Ltd. (the “Company”), providing for the public offering by the Underwriters, including the Representatives, of common shares, par value $1.00 per share (the “Common Shares”), of the Company (the “Public Offering”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 1st, 2018 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of the 31st day of July, 2018, among BLUE CAPITAL REINSURANCE HOLDINGS LTD. (the “Company”), and Endurance Investments Holdings Ltd. (the “Lender”).
September 27, 2017 John V. Del Col Waterloo HouseBlue Capital Reinsurance Holdings Ltd. • September 29th, 2017 • Fire, marine & casualty insurance
GUARANTEE AGREEMENT SUPPLEMENTGuarantee Agreement Supplement • March 9th, 2016 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance • New York
This GUARANTEE AGREEMENT SUPPLEMENT dated as of July 31, 2015 is entered into by and between Endurance Specialty Holdings Ltd., a Bermuda exempted limited liability company (the “New Guarantor”) and Royal Bank of Canada, as administrative agent for the Lenders (the “Administrative Agent”).
INVESTMENT MANAGEMENT AGREEMENT between BLUE CAPITAL REINSURANCE HOLDINGS LTD. and BLUE CAPITAL MANAGEMENT LTD. Dated as of November 12, 2013Investment Management Agreement • November 12th, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”), dated as of November 12, 2013, between BLUE CAPITAL REINSURANCE HOLDINGS LTD., an exempted company incorporated in Bermuda (registered number 47855) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Parent”), and BLUE CAPITAL MANAGEMENT LTD., an exempted company incorporated in Bermuda (registered number 38829) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Investment Manager”).
December 23, 2015 Adam Szakmary Waterloo HouseBlue Capital Reinsurance Holdings Ltd. • December 23rd, 2015 • Fire, marine & casualty insurance
LOCK-UP AGREEMENTLock-Up Agreement • October 29th, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
Montpelier Reinsurance Ltd. (“Montpelier”) understands that Deutsche Bank Securities Inc. (“Deutsche Bank”), Barclays Capital Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Blue Capital Reinsurance Holdings Ltd. (the “Company”), providing for the public offering by the Underwriters, including the Representatives, of common shares, par value $1.00 per share (the “Common Shares”), of the Company (the “Public Offering”).
BLUE CAPITAL REINSURANCE HOLDINGS LTD.Award Agreement • May 15th, 2014 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
This Award Agreement (the “Award Agreement”) is made and entered into as of [Date] between Blue Capital Reinsurance Holdings Ltd. (the “Company”) and [Director] (the “Participant”).
ADMINISTRATIVE SERVICES AGREEMENT between BLUE CAPITAL REINSURANCE HOLDINGS LTD. and BLUE CAPITAL MANAGEMENT LTD. Dated as of [●], 2013Administrative Services Agreement • September 18th, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2013, between Blue Capital Reinsurance HOLDINGS Ltd., an exempted company incorporated in Bermuda (registered number 47855) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Parent”), and BLUE CAPITAL MANAGEMENT LTD., an exempted company incorporated in Bermuda (registered number 38829) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Services Manager”).
ACCESSION AGREEMENTAccession Agreement • March 9th, 2016 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance • New York
This ACCESSION AGREEMENT (this “Agreement”) is entered into as of July 31, 2015, by ENDURANCE SPECIALTY HOLDINGS LTD., a Bermuda exempted limited liability company (“Parent”), and BLUE CAPITAL REINSURANCE HOLDINGS LTD., a Bermuda exempted limited liability company (the “Borrower”), in favor of ROYAL BANK OF CANADA, as administrative agent for the Lenders (as defined below) (the “Administrative Agent”) and the lenders from time to time party to the Credit Agreement (as defined below) (collectively, the “Lenders”; individually, each, a “Lender”). Each capitalized term used but not defined herein has the meaning assigned to such term in the Credit Agreement dated as of May 2, 2014 (as amended by the First Amendment and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors from time to time party to the Guarantee Agreement, the Lenders, the Administrative Agent and the other agents and arrangers party
CREDIT AGREEMENT dated as of May 6, 2016 between BLUE CAPITAL REINSURANCE HOLDINGS LTD. as the Company, andCredit Agreement • May 9th, 2016 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
EXHIBIT A - Loan Request EXHIBIT B - Interest Election Request EXHIBIT C - Prepayment Notice EXHIBIT D ‑ Compliance Certificate
TRADEMARK LICENSE AGREEMENT between MONTPELIER RE HOLDINGS LTD. and BLUE CAPITAL REINSURANCE HOLDINGS LTD. Dated as of [●], 2013Trademark License Agreement • October 22nd, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance • New York
INVESTMENT MANAGEMENT AGREEMENT between BLUE CAPITAL REINSURANCE HOLDINGS LTD. and BLUE CAPITAL MANAGEMENT LTD. Dated as of [●], 2013Investment Management Agreement • September 18th, 2013 • Blue Capital Reinsurance Holdings Ltd. • Fire, marine & casualty insurance
INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”), dated as of [●], 2013, between BLUE CAPITAL REINSURANCE HOLDINGS LTD., an exempted company incorporated in Bermuda (registered number 47855) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Parent”), and BLUE CAPITAL MANAGEMENT LTD., an exempted company incorporated in Bermuda (registered number 38829) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Investment Manager”).
