CREDIT AGREEMENT dated as of June 5, 2013 among FRANKLIN HOLDINGS (BERMUDA), LTD. and JRG REINSURANCE COMPANY LTD., as Borrowers THE LENDERS PARTY HERETO KEYBANK NATIONAL ASSOCIATION, as Administrative Agent and Letter of Credit Issuer KEYBANK...Credit Agreement • November 7th, 2014 • 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 [June 5, 2013], is entered into by and between [JRG REINSURANCE COMPANY LTD., a company incorporated and existing under the laws of Bermuda] (the “Pledgor”), and KEYBANK NATIONAL ASSOCIATION, in its capacity as administrative agent for the benefit of the Secured Parties (together with its successors and assigns in such capacity, the “Administrative Agent”).
CONTINUING GUARANTY OF PAYMENTJames River Group Holdings, Ltd. • November 7th, 2014 • Fire, marine & casualty insurance • New York
WHEREAS, Franklin Holdings (Bermuda), Ltd. (the “Parent”) directly or indirectly owns more than 99% of the issued and outstanding capital stock of Franklin Holdings II (Bermuda), Ltd. (“Holdings II”);
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:
Stock Option AgreementStock Option Agreement • November 7th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This Stock Option Agreement (the “Agreement”), dated as of ________ (the “Grant Date”), between Franklin Holdings (Bermuda), Ltd. (the “Company”) and the Participant whose name appears on the signature page hereof (“Participant”). Capitalized terms used in this Agreement and not defined herein shall have the meaning ascribed to such terms in the Amended and Restated Franklin Holdings (Bermuda), Ltd. Equity Incentive Plan, as may be amended from time to time (the “Plan”).
REDEMPTION AGREEMENT by and among SUNLIGHT CAPITAL VENTURES, LLC SUNLIGHT CAPITAL PARTNERS II, LLC and FRANKLIN HOLDINGS (BERMUDA), LTD. Dated: April 3, 2013Redemption Agreement • November 7th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This REDEMPTION AGREEMENT is entered into as of April 3, 2013, by and among FRANKLIN HOLDINGS (BERMUDA), LTD., a Bermuda company (the “Company”), SUNLIGHT CAPITAL VENTURES, LLC, a Delaware limited liability company (“SCV”, and SUNLIGHT CAPITAL PARTNERS II, LLC, a Delaware limited liability company (“SCP,” and together with SCV, the “Sellers”).
Form of Shareholder Indemnification AgreementIndemnification Agreement • November 7th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This INDEMNIFICATION AGREEMENT, dated as of December 11, 2007 (the “Agreement”), is among (i) Franklin Holdings (Bermuda), Ltd., a Bermuda exempted company (the “Company”), (ii) James River Group, Inc., a Delaware corporation (James River), and (iii) [●] (each an “Investor” and, together, the “Investors”). Capitalized terms used in this Agreement without definition have the meanings set forth in Section 1 below.
REDEMPTION AGREEMENTRedemption Agreement • November 7th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This REDEMPTION AGREEMENT (this “Agreement”) is made as of April 3, 2013, by and between FRANKLIN HOLDINGS (BERMUDA), LIMITED, a company organized under the laws of Bermuda (the “Company”), and LEHMAN BROTHERS OFFSHORE PARTNERS LTD., a Bermuda exempted company (“Shareholder”) (Company and Shareholder are individually referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
