Exhibit 10.4


 





 


May 20, 2015


 


James River Group Holdings, Ltd.


JRG Reinsurance Company Ltd.


44 Church Street


P.O. Box 1502


Hamilton HM FX, Bermuda


Attention of Gregg Davis, Chief Financial Officer


 


		Re:	Certain Fronting Fees



 


Ladies and Gentlemen:


 


Reference
hereby is made to the Credit Agreement dated as of June 5, 2013 among James River Group Holdings, Ltd. and JRG Reinsurance Company
Ltd., as Borrowers, certain Lenders party thereto, and KeyBank National Association, as Administrative Agent and Letter of Credit
Issuer (as amended, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement.


 


By
way of background, Section 2.12(b) of the Credit Agreement requires the Borrowers to pay a Letter of Credit Issuer a one-eighth
percent (0.125%) per annum fronting fee in respect of each Letter of Credit issued by such Letter of Credit Issuer. Letters
of Credit are available under both the Secured Facility and the Unsecured Facility, in each case upon and subject to the terms
and conditions of the Credit Agreement.


 


In
its capacity as a Letter of Credit Issuer, and as an accommodation to the Borrowers, KeyBank National Association (“KeyBank”)
hereby confirms its revocable agreement not to charge any fronting fee from and after the date of this letter in respect of Secured
Facility Letters of Credit issued by it pursuant to the Credit Agreement (whether currently outstanding or issued hereafter).


 


The accommodation provided
for pursuant to the immediately preceding paragraph, (i) is limited to its express terms, (ii) may be revoked by KeyBank, in its
sole discretion, at any time hereafter by written notice of revocation to the Borrowers, in which case the fronting fee shall accrue
from and after the date of such notice of revocation on all Secured Facility Letters of Credit then and thereafter outstanding
issued by KeyBank, (iii) shall apply only with respect to Secured Facility Letters of Credit issued by KeyBank and shall not apply
to Secured Facility Letters of Credit issued by any other Letter of Credit Issuer, (iv) shall apply only with respect to Secured
Facility Letters of Credit issued by KeyBank and shall not apply to Unsecured Facility Letters of Credit issued by KeyBank or any
other Letter of Credit Issuer, (v) is not intended to,


 




    	 



    	 



    

 


James River Group Holdings, Ltd., et al.


May 20, 2015


Page 2


 


and shall not, establish any course of dealing
between the Borrowers and KeyBank, any other Letter of Credit Issuer or any other Lender Party that is inconsistent with the express
terms of the Credit Agreement, (vi) shall not operate as a waiver or impairment of any other right, power, or remedy of KeyBank
or any other Lender Party under the Credit Agreement or any other Loan Document, at law or in equity, and (vii) shall not be construed
as an agreement or understanding by KeyBank or any other Lender Party to grant any other accommodation in the future with respect
to any provision of the Credit Agreement or any other Loan Document.


 


This letter shall be
governed by and construed in accordance with the laws of the State of New York and shall bind and inure to the benefit of the Borrowers,
KeyBank and their respective successors and assigns. This letter is between KeyBank and the Borrowers only and shall not be construed
to amend any of the terms and conditions of the Credit Agreement and the other Loan Documents, which remain unmodified and in full
force and effect.


 


EACH PARTY HERETO IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


This letter is not effective
unless and until both Borrowers and James River confirm their receipt of this letter and their agreement to its terms and conditions
by executing and delivering a copy hereof on the space provided below and returning same to KeyBank.


 


KEYBANK NATIONAL ASSOCIATION


 


	By: 	/s/ James Cribbet	 
	 	 James Cribbet	 
	 	 Senior Vice President	 


 




    	 



    	 



    

 


James River Group Holdings, Ltd., et al.


May 20, 2015


Page 3


 


Confirmations


 


Borrowers:


 


The Borrowers hereby confirm
as of the date first above written their receipt of the foregoing letter and their agreement to the terms and conditions thereof.


 


	JAMES RIVER GROUP HOLDINGS, LTD.	 	JRG REINSURANCE COMPANY LTD.
	 	 	 	 	 
	By:	/s/ Gregg Davis	 	By:	/s/ Kevin B. Copeland



	 	 	 	 	Kevin B. Copeland
	 	 	 	 	CFO


 


Guarantor:


 


The Guarantor hereby confirms
as of the date first above written its receipt of the foregoing letter and that such letter shall not impair or otherwise affect
its obligations under its Payment Guaranty and each other Loan Document to which it is a party.


 


	 	JAMES RIVER GROUP, INC.	 
	 	 	 	 
	 	By:	/s/ Gregg Davis