On June 16, 2023, Greenlight Capital Re, Ltd. entered into a Credit Agreement with a group of banks (the “ Banks ”), for which CIBC Bank USA is acting as administrative agent (the “ Administrative Agent ”). The Credit Agreement provides, subject to certain customary conditions, for a delayed draw term loan facility (the “ Facility ”), in an aggregate amount of $75.0 million. The Facility matures on August 1, 2026.

Outstanding loans under the Facility will: amortize in equal quarterly installments in an aggregate annual amount equal to 5.0% of the outstanding loans and accrue interest at a rate equal to an adjusted Term SOFR rate plus 3.50% per annum. The obligations of the Company under the Credit Agreement are guaranteed by substantially all of the Company’s subsidiaries, other than the Company’s regulated insurance subsidiaries and Greenlight Re Corporate Member Ltd. The obligations of the Company under the Credit Agreement are secured by a first-priority lien on a collateral account with a minimum cash balance of $10.0 million which is held with CIBC Bank USA. Proceeds under the Credit Agreement will be used to repay, in full, the Company’s outstanding convertible notes due on August 1, 2023 and the balance of the proceeds may be used for general corporate purposes of the Company.

The Credit Agreement contains customary conditions, representations and warranties, affirmative and negative covenants and events of default. The covenants include certain financial covenants requiring the Company to maintain compliance with a quarterly maximum net debt to capital and surplus ratio covenant set at 17.5% and an annual minimum capital and surplus to prescribed capital requirement ratio covenant set at (a) with respect to Greenlight Reinsurance, Ltd., 137% and (b) with respect to Greenlight Reinsurance Ireland, dac, 105%. There is no material relationship between the Company or any of its subsidiaries or affiliates and CIBC Bank USA, other than in respect of the Credit Agreement and certain commercial banking relationships, all of which have been entered into in the ordinary course of business.