THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 7, 2023 among JAMES RIVER GROUP HOLDINGS, LTD. and JRG REINSURANCE COMPANY LTD., as Borrowers THE LENDERS PARTY HERETO KEYBANK NATIONAL ASSOCIATION, as Administrative Agent and Letter of...Credit Agreement • July 12th, 2023 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
Table of Contents Page ARTICLE 1 DEFINITIONS 2 Section 1.01 Defined Terms 2 Section 1.02 Classification of Loans and Borrowings 39 Section 1.03 Terms Generally 39 Section 1.04 Accounting Terms; Changes in GAAP 40 Section 1.05 Same Indebtedness; Other References 41 Section 1.06 Divisions 42 Section 1.07 Rates 42 ARTICLE 2 THE CREDITS 43 Section 2.01 Commitments 43 Section 2.02 Revolving Loans 44 Section 2.03 Requests to Borrow Loans 44 Section 2.04 James River as a Borrower 45 Section 2.05 Letters of Credit 46 Section 2.06 Funding of Loans 50 Section 2.07 Interest Elections 50 Section 2.08 Termination or Reduction of Commitments 52 Section 2.09 Payment at Maturity; Evidence of Debt 52 Section 2.10 Optional and Mandatory Prepayments 53 Section 2.11 Optional Increase in Commitments 54 Section 2.12 Fees 56 Section 2.13 Interest 58 Section 2.14 Benchmark Replacement Setting 59 Section 2.15 Increased Costs; Capital Adequacy 61 Section 2.16 Break Funding Payments 63 Section 2.17 Taxes 63 Sect
REGISTRATION RIGHTS AGREEMENT by and among JAMES RIVER GROUP HOLDINGS, LTD. and GPC PARTNERS INVESTMENTS (THAMES) LP Dated as of March 1, 2022Registration Rights Agreement • May 10th, 2022 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 1, 2022, by and among James River Group Holdings, Ltd., a Bermuda exempted company (the “Company”), and GPC Partners Investments (Thames) LP, a limited partnership organized under the laws of the Cayman Islands ( the “Investor”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.
James River Group, Inc. Chapel Hill, NC 27517Employment Agreement • June 8th, 2023 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • North Carolina
The purpose of this letter (the “Agreement”) is to confirm our agreement to amend and restate as of the Effective Date (as hereinafter defined) that certain letter agreement dated September 17, 2018 (the “Employment Agreement”), with respect to the terms of your employment by James River Group, Inc. (the “Parent Company”) to serve as President and Chief Executive Officer of Parent Company subsidiaries Stonewood Insurance Company (“SIC”), Falls Lake Insurance Management Company, Inc. (“FLIMCO”), Falls Lake National Insurance Company (formerly Stonewood National Insurance Company), and Falls Lake Fire and Casualty Company (together, the “Companies,” and each individually a “Company”). In consideration of the mutual promises contained in this Agreement, the parties to this Agreement hereby agree as follows:
JAMES RIVER GROUP HOLDINGS, LTD. Wellesley House, 2nd FloorEmployment Agreement • November 7th, 2019 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance
The purpose of this letter (this “Agreement”) is to confirm that we have agreed to amend and restate as of August 5, 2019 (the “Effective Date”) our prior agreement (the “Prior Agreement”) with respect to the terms of your continued employment by James River Group Holdings, Ltd., a Bermuda company (the “Company”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 22nd, 2024 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) is made and entered into as of the 16th day of April, 2024, by and among JAMES RIVER GROUP HOLDINGS, LTD. (the “Parent”), JRG REINSURANCE COMPANY LTD., a Bermuda company, and BMO BANK N.A. (formerly known as BMO Harris Bank N.A.), as Lender (“Lender”).
JAMES RIVER GROUP HOLDINGS, LTD. (a Bermuda exempted company) 5,650,000 Common Shares (Par Value $0.0002 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2021 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
JAMES RIVER GROUP HOLDINGS, LTD. (a Bermuda exempted company) 3,000,000 Common Shares (Par Value $0.0002 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2017 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENT Dated as of December 17, 2014Registration Rights Agreement • March 12th, 2015 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2014, by and among (i) James River Group Holdings, Ltd., a Bermuda company (and any successors in interest thereto, the “Company”); (ii) (a) D. E. Shaw CH-SP Franklin, L.L.C., a Delaware limited liability company, D. E. Shaw CF-SP Franklin, L.L.C., a Delaware limited liability company, and D. E. Shaw Oculus Portfolios, L.L.C., a Delaware limited liability company (collectively, and together with the other members of their Investor Group, the “D. E. Shaw Investors”); and (b) The Goldman Sachs Group, Inc., a Delaware corporation, and Goldman Sachs JRVR Investors Offshore, L.P., a Cayman Islands exempted limited partnership, (collectively, and together with the other members of their Investor Group, the “GS Investors,” and, together with the D. E. Shaw Investors, the “Original Investors”); (iii) the persons identified as “Management Investors” on the signature pages hereto (the “Management Investors” and, together
JAMES RIVER GROUP HOLDINGS, LTD.Performance Restricted Share Unit Agreement • February 28th, 2023 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This PERFORMANCE RESTRICTED SHARE UNIT AWARD (this “Agreement”), dated as of the Grant Date set forth in Schedule A, attached hereto and incorporated herein by reference, is made by and between James River Group Holdings, Ltd., an exempted company registered under the laws of Bermuda (the “Company”), and the Grantee listed in Schedule A.
James River Group, Inc. Chapel Hill, NC 27517Employment Agreement • July 31st, 2024 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • Delaware
The purpose of this letter agreement among you (the “Executive”), James River Group Holdings, Ltd. (“Holdings”) and James River Group, Inc. (the “Company”), a subsidiary of Holdings, (the “Agreement”) is to confirm our agreement to amend and restate as of the Effective Date (as hereinafter defined) that certain letter agreement dated October 28, 2020, as amended on June 7, 2023 (the “Original Employment Agreement”) with respect to the terms of your employment as Chief Executive Officer of Holdings and Chief Executive Officer of the Company.
CONTINUING GUARANTY OF PAYMENTContinuing Guaranty of Payment • March 10th, 2016 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
WHEREAS, James River Group Holdings, Ltd., a Bermuda company (the “Parent”), directly owns all of the issued and outstanding capital stock of the undersigned JAMES RIVER GROUP HOLDINGS UK LIMITED, a private limited company incorporated under the Laws of England and Wales (the “Guarantor”);
JAMES RIVER GROUP HOLDINGS, LTD.Service-Based Restricted Share Unit Agreement • February 28th, 2023 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This SERVICE-BASED RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date set forth in Schedule A, attached hereto and incorporated herein by reference, is made by and between James River Group Holdings, Ltd., an exempted company registered under the laws of Bermuda (the “Company”), and the Grantee listed in Schedule A.
James River Group, Inc. Chapel Hill, NC 27517Employment Agreement • March 1st, 2018 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • Virginia
The purpose of this letter (the “Agreement”) is to confirm that we have agreed to amend and restate as of the Effective Date (as hereinafter defined) our prior agreement with respect to the terms of your employment by James River Group, Inc. (the “Parent Company”) to serve as President and Chief Executive Officer of two subsidiaries of the Parent Company: James River Insurance Company (“JRI”) and James River Management Company, Inc. (“JRMC”) (together, the “Companies”). In consideration of the mutual promises contained in this Agreement, the parties to this Agreement hereby agree as follows:
James River Group Holdings, Ltd. Wellesley House, 2nd Floor Pembroke HM 08 BermudaEmployment Agreement • December 22nd, 2016 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • North Carolina
The purpose of this letter (the “Agreement”) is to confirm our agreement with respect to the terms of your employment as Chief Financial Officer of James River Group Holdings, Ltd. (the “Parent Company”) and of its subsidiary James River Group, Inc. (“the Company”). In consideration of the mutual promises contained in this Agreement, the parties to this Agreement hereby agree as follows:
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 4th, 2021 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • North Carolina
This Separation and Release Agreement (the “Agreement”) is entered into by and among James River Group Holdings, Ltd. (the “Parent Company”), its subsidiary James River Group, Inc. (“JRGI”) and Robert P. Myron (“Employee”) (JRGI, the Parent Company and Employee will be collectively referred to hereinafter as the “Parties”).
JAMES RIVER GROUP HOLDINGS, LTD.Restricted Share Award Agreement • November 24th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date set forth in Schedule A, attached hereto and incorporated herein by reference, is made by and between James River Group Holdings, Ltd., an exempted company registered under the laws of Bermuda (the “Company”), and the Grantee listed in Schedule A.
JAMES RIVER GROUP HOLDINGS, LTD. (a Bermuda exempted company) 3,297,238 Common Shares (Par Value $0.0002 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2018 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2019 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 5, 2019 (the “Effective Date”), is entered into among (a) James River Group Holdings, Ltd., a Bermuda company (the “Company”), (b) J. Adam Abram (“Executive”) and (c) James River Group, Inc., a Delaware corporation (“James River”).
JRG Reinsurance Company, Ltd. Wellesley House, 2nd Floor Pembroke HM 08 BermudaEmployment Agreement • February 27th, 2019 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance
The purpose of this letter (the “Agreement”) is to confirm that we have agreed to amend and restate as of the Effective Date (as hereinafter defined) our prior agreement with respect to the terms of your employment by JRG Reinsurance Company, Ltd. (the “Company”). In consideration of the mutual promises contained in this Agreement, the parties to this Agreement hereby agree as follows:
JAMES RIVER GROUP HOLDINGS, LTD. 2014 LONG-TERM INCENTIVE PLAN NONQUALIFIED SHARE OPTION AGREEMENTNonqualified Share Option Agreement • November 24th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This SHARE OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date set forth in Schedule A, attached hereto and incorporated herein by reference, is made by and between James River Group Holdings, Ltd., an exempted company registered under the laws of Bermuda (the “Company”), and the Optionee listed in Schedule A.
COMBINED LOSS PORTFOLIO TRANSFER AND ADVERSE DEVELOPMENT COVER REINSURANCE CONTRACT issued to JAMES RIVER INSURANCE COMPANY and JAMES RIVER CASUALTY COMPANY by STATE NATIONAL INSURANCE COMPANY, INC.Combined Loss Portfolio Transfer and Adverse Development Cover Reinsurance Contract • July 9th, 2024 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
Par Value $0.0002 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2018 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • North Carolina
AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of December 19, 2016, between Sarah C. Doran (“Executive”) and James River Group Holdings, Ltd. (the “Parent Company”) and its subsidiary James River Group, Inc. (“the Company”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND RELEASECredit Agreement • April 22nd, 2024 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND RELEASE (this “First Amendment”) is made and entered into as of the 16th day of April, 2024, by and among:
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 6th, 2024 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is made and entered into as of the 22nd day of May, 2024, by and among:
CONSULTING AGREEMENTConsulting Agreement • November 24th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
AGREEMENT dated as of November 18, 2014 by and between James River Group Holdings, Ltd., a Bermuda exempted company (the “Company”), and Conifer Group, Inc. (the “Contractor”).
TRUST AGREEMENTTrust Agreement • September 30th, 2021 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • California
This Trust Agreement (the “Trust Agreement”) effective September 27, 2021 is made and entered into among JAMES RIVER INSURANCE COMPANY, an Ohio corporation, JAMES RIVER CASUALTY COMPANY, a Virginia corporation, ALEKA INSURANCE, INC., a Hawaii corporation and Wells Fargo Bank, N.A., as Trustee (each a “Party” and, collectively, the “Parties”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 1st, 2022 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is made and entered into as of the 18th day of February 2022, by and among JAMES RIVER GROUP HOLDINGS, LTD., a Bermuda company, and JRG REINSURANCE COMPANY LTD., a regulated insurance company domiciled in Bermuda (each a “Borrower” and, collectively, the “Borrowers”), and BMO HARRIS BANK N.A., as Lender (“Lender”).
FIRST AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • November 13th, 2024 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This FIRST AMENDMENT TO INVESTMENT AGREEMENT (this “Amendment”) is dated as of November 11, 2024 and amends the Investment Agreement, dated as of February 24, 2022 (as may be amended or supplemented from time to time, the “Agreement”), by and between James River Group Holdings, Ltd., a Bermuda exempted company (the “Company”), and GPC Partners Investments (Thames) LP, a limited partnership formed under the laws of the Cayman Islands (the “Investor”). All capitalized terms that are not defined elsewhere in this Amendment shall have the respective meanings assigned thereto in the Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of the 24th day of September, 2014, by and among:
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 10th, 2016 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) is made and entered into as of the 30th day of December, 2015, by and among:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2023 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made on June 7, 2023, by and among Frank N. D’Orazio (“Executive”), James River Group Holdings, Ltd. ( “Holdings”), and a subsidiary of Holdings, James River Group, Inc. (“the Company”).
JAMES RIVER GROUP HOLDINGS, LTD.Restricted Share Unit Award Agreement • December 9th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date set forth in Schedule A, attached hereto and incorporated herein by reference, is made by and between James River Group Holdings, Ltd., an exempted company registered under the laws of Bermuda (the “Company”), and the Grantee listed in Schedule A.
JAMES RIVER GROUP HOLDINGS, LTD.Restricted Share Unit Award Agreement • December 9th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date set forth in Schedule A, attached hereto and incorporated herein by reference, is made by and between James River Group Holdings, Ltd., an exempted company registered under the laws of Bermuda (the “Company”), and the Grantee listed in Schedule A.
PLEDGE AND SECURITY AGREEMENT dated as of August 2, 2017 by JRG REINSURANCE COMPANY LTD., as Pledgor and BMO HARRIS BANK N.A.Pledge and Security Agreement • August 3rd, 2017 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This PLEDGE AND SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 2, 2017, is entered into by and between JRG REINSURANCE COMPANY LTD., a company incorporated and existing under the laws of Bermuda (the “Pledgor”), and BMO HARRIS BANK N.A. (together with its successors and assigns, the “Lender”).
