MASTER LEASE MASTER LEASE

Lease Agreement

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RAM HOLDINGS LTD. | Field Real Estate (Holdings) Limited | RAM Reinsurance Company Limited

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Title: MASTER LEASE MASTER LEASE
Date: 11/13/2007
Industry: Insurance (Prop. and Casualty) Sector: Financial

EX-10.2

MASTER LEASE

DATE:	August 20, 2007

GRANTED BY:	Field Real Estate (Holdings) Limited

TO:	RAM Reinsurance Company Limited

DEMISED PREMISES:	4,590 square feet of office space consisting of two floors, Third Floor and Penthouse, RamRe House, 46 Reid Street, City of Hamilton, Bermuda

TERM:	Two (2) years from January 1 ^st , 2008, ending December 31 ^st , 2010 with an extension of two (2) years

RENT:	Twenty Three thousand and Forty Five Bermuda Dollars and Sixty Three Cents (BD$23,045.63) per month

	Plus a monthly maintenance service charge being Five Thousand, Five Hundred and Forty Six Bermuda Dollars and Twenty Five Cents (BD$5,546.25) per month


	Total rent payable monthly in advance on the first day of each month being Twenty Eight Thousand, Five Hundred and Ninety One Bermuda Dollars and Eighty Eight Cents (BD$28,591.88)

Table of Contents

1.	Definitions

2.	Interpretation

3.	Demise

4.	Rent and Maintenance Expenses

5.	Tenant’s Covenants

	5.1	Basic Rent

	5.2	Outgoings

	5.3	Taxes

	5.4	Decorate

	5.5	Fit Out

	5.6	Repairs

	5.7	Insurance

	5.8	Not to Alter

	5.9	Inspection

	5.10	Service Charge

	5.11	User

	5.12	Advertisements

	5.13	Dealings with the Premises

	5.14	Entry for Repair Replacement or Examination

	5.15	Compliance with Statutes

	5.16	Easements and Encroachments

	5.17	Indemnification

	5.18	Conform to Management Regulations

	5.19	Surrender of Premises

	5.20	Costs

6.	Landlord’s Covenants

	6.1	Quiet Enjoyment

	6.2	Insurance

	6.3	Reinstatement

	6.4	Suspension of Rent and Early Termination

	6.5	Indemnity

	6.6	Maintenance and Other Obligations

	6.7	Assignment

	6.8	Security Cards

	6.9	Right of First Refusal

7.	Default by the Tenant

8.	Option to Renew

9.	Notices Consents Etc

10.	No Warranty

11.	No Liability

12.	Services

13.	Security Deposit

14.	Holdover

15.	Waiver of Subrogation

16.	Broker

17.	Governing Law

18.	Mediation and Arbitration

SCHEDULES

First Schedule:	The Tenant’s Easement Rights and Privileges

Second Schedule:	Exceptions and Reservations

Third Schedule:	The Landlord’s Maintenance and Other Obligations in respect of RamRe House

Fourth Schedule:	Restrictions on the Tenant

THIS LEASE is dated the 1st day of January, 2008 and is made in duplicate BETWEEN

(1)	FIELD REAL ESTATE (HOLDINGS) LIMITED a body corporate under an Act of the Legislature of the Islands of Bermuda (“the Landlord”) and

(2)	RAM Reinsurance Company Limited a Company incorporated under the laws of the Islands of Bermuda (“the Tenant”).

1.	DEFINITIONS

1.1	*“Affiliated Company”* shall mean a company which either wholly owns or controls the Tenant is wholly owned or controlled by the Tenant is under common ownership or control with the Tenant or is a body into which the Tenant or any of the foregoing parties is merged or consolidated.

1.2	*“Basic Rent”* shall mean the yearly rent for the Demised Premises of Two Hundred and Seventy Six Thousand, Five Hundred and Forty Seven Bermuda Dollars and Fifty Six Cents (BD$276,547.56) being equivalent to Sixty Bermuda Dollars and Twenty Five cents (BD$60.25) per square foot of office space.

1.3	“ *Business Day”* shall mean any day from Monday to Friday (inclusive) that is not a public holiday on which banks in Hamilton, Bermuda, are authorised or required to be closed.

1.4	*"Decorate"* shall mean to paint, wallpaper, carpet or otherwise treat (as the case may be) all surfaces usually or requiring to be so treated having first prepared such surfaces as may be necessary and to wash down all washable surfaces and to restore paint and make good the brickwork and stonework where necessary. ALL decoration shall be carried out with good quality materials and where painting is involved two coats shall be applied.

1.5	*“Dilapidations”* shall mean the defects in and wants of repair and/or Decoration of the Demised Premises.

1.6	*“Insured Risks”* means fire, storm, tempest, lightning, explosion, riot, civil commotion, malicious damage, impact, flood, bursting or overflowing of water tanks burst pipes discharge from sprinklers, aircraft and other aerial devices or articles dropped from them (other than war risks) earthquake, landslide heave subsidence and such other risks as the Landlord or any Superior Landlord may from time to time require to be covered.

1.7	*“Interest Rate”* shall mean the prevailing The Bank of N. T. Butterfield & Son Ltd. ’s Bermuda Dollar Base Rate plus four percent (4%).

1.8	*“Lease Commencement Date”* shall mean 1 ^st January 2008.

1.9	*“Maintenance Expenses”* shall mean the yearly sum of Sixty Six Thousand and Five Hundred and Fifty Five Bermuda Dollars BD $66,555.00 being equivalent to Fourteen Bermuda Dollars and Fifty cents BD $14.50 per square foot of office space which sum represents the proportion of the sums expended by the Landlord in respect of the matters set out in the Third Schedule hereto attributable to the Demised Premises.

1.10	*“Rent Commencement Date”* shall mean 1 ^st January, 2008.

1.11	*“Term”* shall mean two (2) years from the Lease Commencement date being the 1 ^st day of January, 2008 (that is to say until the 31 ^st day of December, 2010).

1.12	*“Termination”* shall mean the expiration of the Term howsoever that occurs.

1.13	*"Third Floor and Penthouse, RamRe House"* shall mean that building comprising office and other premises of which the Demised Premises (more

	particularly defined in Clause 3 herein) forms part and which is situate at 46 Reid Street in the City of Hamilton in the said Islands.

2.	INTERPRETATION

	In this Lease unless the context otherwise requires:

2.1	words importing any gender include every gender;

2.2	words importing the singular number only include the plural number and vice versa;

2.3	words importing persons include firms, companies and corporations and vice versa;

2.4	references to numbered clauses, paragraphs and schedules are references to the relevant clauses, paragraphs in or schedules to this Lease;

2.5	reference in any schedule to numbered paragraphs are references to the numbered paragraphs of that schedule;

2.6	where two or more persons undertake any obligation jointly they shall be jointly and severally liable in respect of that obligation;

2.7	any obligation on any party not to do or omit to do anything shall include an obligation not to allow that thing to be done or omitted to be done by any subtenant of that party or by any employee servant agent invitee or licensee of that party or its subtenant;

2.8	the Landlord and the Tenant shall include their successors and assigns and the person or persons for the time being deriving title from or under the Landlord and the Tenant respectively;

2.9	where the Landlord or the Tenant covenant to do something they shall be deemed to fulfil that obligation if they procure that it is done;

2.10	the headings to the clauses schedules and paragraphs shall not affect the interpretation;

2.11	in every case where the Landlord seeks legal advice, the costs of which may be payable by the Tenant, the decision to seek such advice should be reasonable and necessary, and the attorney’s fees should be reasonable and revisable by the Bar Council;

2.12	where the Premises are unfit for use and occupation, not resulting from the act or omission of the Tenant, the Basic Rent shall cease and in the event of dispute over whether Premises are unfit for use and occupation, the issue shall be referred to arbitration (or mediation) and;

2.13	any costs of the Landlord which may be payable by the Tenant under this Lease are to be reasonable and any provision of this Lease which attempts to obviate the Landlord’s duty to mitigate its loss or avoid the jurisdiction of the Courts of Bermuda are void.


3.	DEMISE AND PREMISES

	In consideration of the rent hereinafter reserved and the covenants and conditions on the part of the Tenant hereinafter contained the Landlord HEREBY DEMISES to the Tenant ALL those premises designated being the third floor and penthouse,

	RamRe House comprising an area of Four Thousand, Five Hundred and Ninety square feet (4,590sq. ft.) TOGETHER WITH the easements rights and privileges mentioned in the First Schedule hereto but accepted and reserved as mentioned in the Second Schedule hereto to hold the Demised Premises unto the Tenant for the Term yielding and paying to the Landlord the Rent.

4.	RENT

4.1	The Tenant shall pay to the Landlord a rent for the Demised Premises of Two Hundred and Seventy Six Thousand, Five Hundred and Forty Seven Bermuda Dollars and Fifty Six Cents per annum (BD$276,547.56) (hereinafter called “the Basic Rent”) being Sixty Bermuda Dollars and Twenty Five Cents (BD$60.25) per square foot and the total area of the Demised Premises being Four Thousand, Five Hundred and Ninety (4,590) square feet and the Basic Rent shall be payable by equal monthly installments in the amount of Twenty Three Thousand and Forty Five Bermuda Dollars and Sixty Three Cents (BD$23,045.63). The first payment is due January 1st, 2008, and all subsequent installments are payable in advance on the first day of each calendar month by way of Standing Order to account No 20 006 060 140636 at The Bank of N.T. Butterfield & Son Limited.

4.2	The Tenant shall pay to the Landlord interest as provided in sub-clause 5.1.2 hereof.

5.	TENANT’S COVENANTS

	The Tenant hereby covenants with the Landlord as follows:

	5.1	BASIC RENT

	5.1.1	To pay the Basic Rent at the times and in the manner herein before appointed for payment thereof as to which time shall be of the essence without any deduction setoff or counterclaim whatsoever.

5.1.2	Without prejudice to any other rights, remedy or power herein contained if any Basic Rent or other sums payable by the Tenant to the Landlord hereunder shall remain unpaid for ten (10) Business Days following the due date (whether or not demanded except where a demand is required by this Lease) the Tenant shall pay to the Landlord on demand interest upon such sum at the Interest Rate calculated from the due date to the actual date of payment.

5.1.3	In the event the Tenant fails to make any Basic Rent payment due hereunder within ten (10) Business Days after such payment is due the Landlord shall notify the Tenant of such and should such non-payment continue for a period of ten (10) Business Days after the notice date the Tenant shall pay to the Landlord a late charge in an amount equal to Five Hundred Bermuda Dollars (BD$500) together with the late Basic Rent payment and interest where applicable.

5.2	OUTGOINGS

	To pay and indemnify the Landlord against all telecommunication charges and any other outgoings whatsoever payable in respect of or attributable to the Demised Premises but save and except for any taxes that may be imposed or charged upon the income of the Landlord.

5.3	TAXES

	To pay for and indemnify the Landlord against all taxes and charges which during the Term or any extension thereof are charged or imposed solely in respect of this Lease or in respect of the Demised Premises including Land Tax and the occupier’s portion of the Corporation of Hamilton Tax and any other taxes payable under the Land Valuation and Tax Act 1967 or any Act for the time being amending or replacing the same. Without prejudice to the generality of the

	foregoing it is agreed that the Tenant's portion of the Corporation of Hamilton tax and taxes payable under the Land Valuation and Tax Act 1967 or any Act for the time being amending or replacing the same will be billed directly to the Tenant and is for the Tenant's own account.

5.4	DECORATE

5.4.1	During the last three (3) months of the Term (howsoever determined) to Decorate the Demised Premises as required and deemed necessary by the Landlord

5.4.2	Before starting the Decoration the Tenant shall obtain the Landlord’s consent to the colour scheme and the type of Decoration.

5.5	FIT OUT

	At the commencement of the Term to treat the walls and/or provide any partitioning supply and install light fittings and generally fit out the Demised Premises as previously approved by the Landlord's Agent PROVIDED always that the Tenant acknowledges that the Landlord has designed the Demised Premises to allow for the use of four (4) watts per square foot for lighting purposes and twenty (20) watts per square foot for ancillary electrical purposes and if the Tenant whether knowingly or not exceeds these standards the Landlord shall in no way be held responsible or accountable to the Tenant for any malfunctioning of the air conditioning installation within the Demised Premises that arises as a result of the Tenant exceeding the aforementioned standards.

5.6	REPAIRS

	Except as may otherwise be required of the Landlord as provided in the Third Schedule or elsewhere in this Lease to keep the Demised Premises in good and

	substantial repair and condition during the Term or any extension thereof provided always that the Landlord shall repair and replace from time to time any of the Landlord’s fixtures and fittings that may be or become damaged or beyond repair through fair wear and tear.

5.7	INSURANCE

5.7.1	The Tenant shall procure and throughout the Term maintain with responsible companies licensed in Bermuda to sell insurance a policy of commercial general liability and property damage insurance naming the Landlord as an additional loss payee covering all costs expenses and/or liability arising out of any and all claims accidents injuries and damages caused to any person or to the property of any person arising from or related to the conduct and operation of the Tenant’s business in the Demised Premises in a form and in amounts of a commercially reasonable standard for a business of its type. The certificates for such insurance shall contain the waiver of subrogation provided for in Clause 15 below. The Tenant shall maintain insurance to cover the loss of its fixtures equipment and personal property and business interruption insurance.

5.7.2	The Tenant shall not do or fail to do anything which shall or may cause any insurance policy of the Landlord relating to RamRe House and/or the Demised Premises to be void or voidable or increase the premiums payable under them. However the foregoing shall not prohibit the Tenant from occupying and using the Demised Premises as office premises in connection with the Tenant’s business.

5.7.3	If the insurance money under any of the insurance policies effected by the Landlord is wholly or partly irrecoverable by reason of any act or neglect or default of the Tenant or any subtenant or any employee servant agent licensee or invitee of any of them then the Tenant will pay to the Landlord the irrecoverable amount or the amount of such shortfall as the case may be together with interest at

	the Interest Rate on the relevant sum from the date on which that sum is due to the date of payment.

5.8	NOT TO ALTER THE DEMISED PREMISE

5.8.1	Not to cut, maim, alter or injure or permit to be cut maimed altered or injure any of the walls, timbers, floors or any other part of the Demised Premises nor without the prior written consent of the Landlord (which consent shall not be unreasonably withheld or delayed) make any alteration addition or improvement of any kind in or to the Demised Premises unless:

	5.8.1.1	the Tenant has submitted to the Landlord detailed plans and specifications showing the proposed works; and

	5.8.1.2	the Tenant has given to the Landlord such covenants relating to the carrying out of the works as the Landlord may require; and

	5.8.1.3	the works are carried out by contractors approved by the Landlord prior to the commencement of said alterations or improvements.

	If the Landlord does consent in writing to any alterations, additions or improvements the Tenant will make good to the satisfaction of the Landlord any damage occasioned thereby and will remove and make good at its own expense any alteration, addition or improvement not so authorized by the Landlord.

5.9	INSPECTION

5.9.1	To permit the Landlord with or without workmen or others at reasonable times and upon reasonable notice (or at any time in an emergency) to enter in and upon the Demised Premises to view the state of repair and condition thereof including

	Landlord owned furniture and upon the Landlord serving upon the Tenant a written notice specifying any defects or any want of repair then and there found and for which the Tenant is responsible the Tenant shall as soon as reasonably practical proceed to forthwith proceed to execute such repairs in a proper and workmanlike manner to the reasonable satisfaction of the Landlord. If the Tenant shall not within the period of thirty (30) days after receipt of such notice or sooner if required in case of an emergency proceed to repair and make good the same according to such notice and the covenants in that behalf hereinbefore contained then the provisions of Clause 5.9.2 apply.

5.9.2	If the Tenant fails to comply with Sub-clause 5.9.1 of this Clause the Landlord may enter the Demised Premises (with or without workmen) and execute such repairs; all actual costs reasonably incurred by the Landlord in so doing shall be a debt due from the Tenant to the Landlord that the Tenant shall pay with the next monthly installment of Basic Rent with interest thereon at the Interest Rate from the date of completion of the works until the date of payment.

5.10	MAINTENANCE SERVICE CHARGE

5.10.1	To pay to the Landlord without deduction and by way of additional rent Maintenance Services Charges at the rate of Fourteen Bermuda Dollars and Fifty Cents (BD$14.50) per square foot for the Term all such charges payable in equal monthly installments in advance in the amount of Five Thousand, Five Hundred and Forty Six Bermuda Dollars and Twenty Five Cents (BD$5,546.25) ALL instalments to be paid on the days and by means provided hereunder for the payment of Basic Rent (as to which time shall be of the essence).

5.11	USER

5.11.1	Not at any time during the Term or any extension thereof to use or occupy or permit to be used or occupied the Demised Premises for any purpose other than as a office space and in particular not to use or permit the user of the Demised Premises or any part thereof for residential purposes at any time nor to sleep or to permit anyone to sleep in the Demised Premises.

5.11.2	Not to do or permit or suffer to be done on the Demised Premises any thing which may be a nuisance to the Landlord or its Tenants or any neighboring owner or occupier and this shall be deemed to include the remainder of RamRe House.

5.11.3	Not to use or permit to be used the Demised Premises or any part thereof for any noxious, offensive, noisy or dangerous trade or business or use or permit to be used the same for any vexatious, illegal or immoral purpose or permit any illegal drug or drugs to be taken into the Demised Premises or any part thereof nor use or permit to be used the Demised Premises as a betting shop, club, place of public entertainment or amusement arcade nor for any purpose at any time prohibited by Government Municipal or other competent authority nor permit or suffer to be held upon the Demised Premises or any part thereof any sale by auction.

5.11.4	Not to exhibit or permit to be exhibited goods or chattels for sale or display or any other purpose or place packages or rubbish on the corridors, staircases and landings of (or providing ingress to or egress from) RamRe House or on any of the pavements adjoining or adjacent to RamRe House nor allow the same to be obstructed in any way whatsoever or used for packing or unpacking goods and not to write or permit writing or posting of bills or notices thereon save only that rubbish for collection may be placed on a portion of the pavement adjoining RamRe House as agreed by the Landlord from time to time

5.11.5	Not to keep or permit or suffer to be kept on the Demised Premises any petroleum products or materials of a dangerous or explosive nature or the keeping of which

	may contravene any Statute or Local Regulation or Bye-Law or constitute a nuisance or danger to the owners or occupiers of any adjoining or neighboring property and not without the authority of the Landlord such authority not to be unreasonably withheld or delayed to use or permit to be used on the Demised Premises any machine other than normal office and point-of-sale machines.

5.11.6	Not to place any excessive weight or strain on the floors of the Demised Premises of One Hundred and Forty (140) lbs. per sq. ft. total load Seventy (70 lbs. per sq. ft. live load) and to repair or pay the cost of repairing any damage which may be caused by any breach of this covenant or any other damage caused by the Tenant or the servants or agents of the Tenant to any adjoining or neighboring premises including the remainder of RamRe House.

5.12	ADVERTISEMENTS

	Not to affix or set upon the Demised Premises or any part thereof or permit to be set up or affixed thereon any bills, advertisements, signs, signboards, fascia, advertisements, placards, announcements or sky-signs of any description without the prior written consent of the Landlord PROVIDED ALWAYS that the Tenant shall with the prior written approval of the Landlord have the right to exhibit their typical trading name and/or logo and an indication of the type of business of the Tenant (and its affiliated and related companies) in a form and size in accordance with the Advertisements Regulation Act 1911 or its successor reasonably approved by the Landlord on or at the entrance to the Demised Premises and on the notice boards in RamRe House to be arranged by the Landlord.

5.13	DEALINGS WITH THE DEMISED PREMISES

5.13.1	The Tenant shall not assign, sublet, mortgage part with or share possession or occupation of any part only of Demised Premises.

5.13.2	The Tenant shall not assign, sublet, mortgage, charge part with or share possession or occupation of the Demised Premises without the prior written consent of the Landlord which consent shall not be unreasonably withheld provided that in the case of an assignment of the lease the prospective assignee shall covenant in writing with the Landlord that from the date of the assignment of the Demised Premises to it for the remainder of the Term it will pay the Basic Rent and observe and perform all of the Tenant’s covenants and obligations in this Lease and if the Landlord requires a guarantor or guarantors acceptable to the Landlord such guarantor or guarantors shall guarantee in writing to the Landlord the due performance of a prospective assignee’s obligations in such terms as the Landlord may reasonably require.

5.13.3	The Landlord shall not permit an assignment of the whole of the Demised Premises unless:

	5.13.3.1	the Tenant has obtained the prior written consent of the Landlord to such proposed assignment such consent not to be unreasonably withheld or delayed;

	5.13.3.2	the prospective assignee has covenanted with the Landlord that from the date of the assignment of the Demised Premises to it for the remainder of the Term it will pay the Basic Rent and observe and perform all the Tenant’s covenants and obligations in this Lease, after which the Landlord shall release the Tenant from covenants and obligations under this Lease; and

	5.13.3.3	if the Landlord requires a guarantor or guarantors acceptable to the Landlord has guaranteed to the Landlord the due performance of the prospective assignee’s obligations in such terms as the Landlord may reasonably require;

5.13.4	In the case of any permitted subletting (whether of whole or of part) the Tenant shall enforce against any subtenant the provisions of any sublease and shall not waive them.

5.13.5	In the case of any permitted subletting (whether of whole or part) the Tenant shall not without consent (which shall not be unreasonably withheld):

	5.13.5.1	vary the terms of any sublease; or

	5.13.5.2	accept a surrender of all or part of the sublet premises; or

	5.13.5.3	agree any review of the rent under any sublease.

5.13.6	The Tenant shall not require or permit any Basic Rent reserved by any sublease (whether of whole or part) to be commuted or to be paid more than one month in advance or to be reduced.

5.13.7	Any consent granted under this clause 5.13 shall (unless it expressly states otherwise) only be valid if the dealing to which it relates is completed within two months after the date of the consent.

5.13.8	Within fourteen (14) days after any dealing with or transmission or devolution of the Demised Premises or any interest in it (whether or not specifically referred to in this clause 5.13) the Tenant shall give to the Landlord's attorneys at that time notice in duplicate specifying the basic particulars of the matter in question and at the same time supply a certified copy of any instrument making or evidencing it and pay those attorneys a registration fee of Five Hundred Bermuda Dollars (BD$500.00) or such higher sum as shall be reasonable at the time.

5.14	ENTRY FOR REPAIR REPLACEMENT OR EXAMINATION

	To permit the Landlord at all reasonable times of the day upon giving at least twenty-four (24) hours prior notice (which need not be in writing) or at any time

	in an emergency upon giving reasonable previous notice to enter in and upon the Demised Premises for the purpose of or in connection with:

5.14.1	Exercising the rights reserved by the Second Schedule to this Lease;

5.14.2	Inspecting or viewing the Demised Premises for any purpose in connection with the provisions of this Lease;

5.14.3	Making surveys or drawings of the Demised Premises;

5.14.4	During the last six (6) months of the Term erecting a notice board stating that the Demised Premises are to be let or for sale (which the Tenant shall not remove interfere with or obscure);

5.14.5	The maintenance, repair, examination, development or alteration of any neighbouring premises or anything serving the same and running through the Demised Premises;

5.14.6	Complying with any requirements of any competent authority the Landlord acting in a reasonable manner causing minimal disruption to the Tenant and making good any damage caused to the Demised Premises including restoration of the Demised Premises to the fit and finish existing prior to such repair with good quality materials and at all reasonable times by appointment to show all intending Tenants or purchasers over the Demised Premises.

5.15	COMPLIANCE WITH STATUTES

5.15.1	To comply at all times and in all respects during the Term or any extension thereof with all Acts Regulations Bye-Laws and Orders whether made by Government Municipal or other competent body or authority and to comply with

	conditions imposed thereby insofar as the same relate to or affect the Tenant’s use of the Demised Premises and to do all such works as may be directed to be done in respect of the Tenant’s use of the Demised Premises provided that nothing herein will require the Tenant to undertake works or expand moneys in the making of any alterations or additions to the building in which the Demised Premises are suitable or to the fixtures and fittings or to the layout thereof.

5.15.2	Where the Tenant receives from an Authority any formal notice relating to the Demised Premises or RamRe House (whether or not the notice is of a legal obligation) it shall as soon as reasonably possible send a copy to the Landlord and if requested by the Landlord shall make or join in making such objections representations or appeals in respect of it as the Lan

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