SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Watford Holdings Ltd.

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

G94787101

(CUSIP Number)

Kelso Investment Associates X, L.P.
c/o Kelso & Company
320 Park Avenue, 24th Floor
New York, New York 10022
(212) 350-7700

with copies to:

Michael Diz
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

February 16, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G94787101

1	NAME OF REPORTING PERSON Kelso Investment Associates X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 204,153 shares
	8	SHARED VOTING POWER 0 shares
	9	SOLE DISPOSITIVE POWER 204,153 shares
	10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,153 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.03%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1) All percentages of ownership of the Common Shares by Reporting Persons presented in this statement assume an aggregate of 19,886,979 shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2020.

CUSIP No. G94787101

1	NAME OF REPORTING PERSON KEP X, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 22,459 shares
	8	SHARED VOTING POWER 0 shares
	9	SOLE DISPOSITIVE POWER 22,459 shares
	10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,459 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.11%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (Limited Liability Company)

(1) All percentages of ownership of the Common Shares by Reporting Persons presented in this statement assume an aggregate of 19,886,979 shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, as filed with the SEC on November 10, 2020.

CUSIP No. G94787101

1	NAME OF REPORTING PERSON KSN Fund X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,788 shares
	8	SHARED VOTING POWER 0 shares
	9	SOLE DISPOSITIVE POWER 3,788 shares
	10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,788 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1) All percentages of ownership of the Common Shares by Reporting Persons presented in this statement assume an aggregate of 19,886,979 shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, as filed with the SEC on November 10, 2020..

CUSIP No. G94787101

1	NAME OF REPORTING PERSON Kelso GP X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0 shares
	8	SHARED VOTING POWER 207,941 shares
	9	SOLE DISPOSITIVE POWER 0 shares
	10	SHARED DISPOSITIVE POWER 207,941 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 207,941 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)       All percentages of ownership of the Common Shares by Reporting Persons presented in this statement assume an aggregate of 19,886,979 shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, as filed with the SEC on November 10, 2020.

CUSIP No. G94787101

1	NAME OF REPORTING PERSON Kelso GP X, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0 shares
	8	SHARED VOTING POWER 207,941 shares
	9	SOLE DISPOSITIVE POWER 0 shares
	10	SHARED DISPOSITIVE POWER 207,941 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 207,941 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (Limited Liability Company)

(1) All percentages of ownership of the Common Shares by Reporting Persons presented in this statement assume an aggregate of 19,886,979 shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, as filed with the SEC on November 10, 2020.

Item 1. Security and Issuer

This statement relates to the common shares, par value $0.01 per share (the “common shares”), of Watford Holdings Ltd., Bermuda company limited by shares (the “Issuer”). The address of the principal executive offices of the Issuer is Waterloo House, 1st Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda.

Item 2. Identity and Background

(a)-(c)                     This statement is filed jointly by Kelso Investment Associates X, L.P., a Delaware limited partnership (“KIA”), KEP X, LLC, a Delaware limited liability company (“KEP”), KSN Fund X, L.P., a Delaware limited partnership (“KSN”), Kelso GP X, L.P., a Delaware limited partnership (“Kelso LP”), and Kelso GP X, LLC, a Delaware limited liability company (“Kelso GP”) (the “Reporting Persons” and each, a “Reporting Person”) with respect to the common shares of the Issuer directly owned KIA, KEP and KSN (together, the “Kelso Funds”). Kelso LP is the general partner of each of KIA and KSN, and Kelso GP is the general partner of Kelso LP. The address of the principal office of each of the Reporting Persons is 320 Park Avenue, 24th Floor, New York, NY 10022

The agreement among the Reporting Persons relating to the joint filing of this statement is filed as Exhibit 99.6 hereto.

Please see Annex A for information regarding the directors and executive officers of Kelso GP and KEP.

(d)       None of the Reporting Persons, or to the knowledge of the Reporting Persons, any person listed on Annex A hereto, has, during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       None of the Reporting Persons, or to the knowledge of the Reporting Persons, any person listed on Annex A hereto, has, during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)        Except as otherwise indicated on Schedule A, each of the individuals referred to on Annex A is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to an Agreement and Plan of Merger, dated as of October 9, 2020 (as amended by Amendment No. 1, dated November 2, 2020, the “Merger Agreement”), by and among Arch Capital Group Ltd., a Bermuda company limited by shares (“Arch”), the Issuer and Greysbridge Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Arch, Arch agreed to acquire all of the common shares of the Issuer not already owned by Arch Re Bermuda at a cash purchase price of $35.00 per common share. In connection with the transactions contemplated by the Merger Agreement, the Issuer, Arch Re Bermuda and Gulf Re entered into a voting and support agreement, dated as of October 9, 2020, pursuant to which, among other things, each of Arch Re Bermuda and Gulf Re agreed to vote the common shares held by it in favor of the merger. On November 2, 2020, pursuant to an assignment and assumption agreement between Arch and Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Arch (“Holdco”), Arch assigned its rights under the Merger Agreement to Holdco.

On February 16, 2021, (i) Arch Re Bermuda sold 230,400 common shares in the aggregate to the Kelso Funds pursuant to a purchase agreement among the Kelso Funds and Arch Re Bermuda (the “Kelso Purchase Agreement”), and (ii) Arch Re Bermuda sold 230,400 common shares to WP Windstar Investments Ltd. (“WP Windstar”) pursuant to a purchase agreement between WP Windstar and Arch Re Bermuda. The foregoing sales are referred to herein as the “Co-Investor Transfers.” The funds for the Kelso Funds’ purchase of the common shares pursuant to the Kelso Purchase Agreement were provided by Kelso & Company on behalf of its managed funds.

In connection with the Co-Investor Transfers, (i) the Kelso Funds entered into a voting and support agreement, dated as of February 16, 2021 (the “Kelso Voting and Support Agreement”), with the Issuer, pursuant to which, among other things, each of the Kelso Funds agreed to vote the common shares held by it in favor of the merger, and (ii) WP Windstar entered into a voting and support agreement, dated as of February 16, 2021, with the Issuer, pursuant to which, among other things, WP Windstar agreed to vote the common shares held by it in favor of the merger.

To enable Holdco to fund payment of the cash merger consideration, Holdco obtained equity commitments as follows: (i) pursuant to an equity commitment letter, dated as of February 16, 2021, among Holdco and the Kelso Funds (the “Kelso Equity Commitment Letter”), the Kelso Funds committed to make an aggregate cash contribution of up to $201,936,000 and to contribute to Holdco the 230,400 common shares of the Issuer owned by the Kelso Funds, (ii) pursuant to an equity commitment letter, dated as of February 16, 2021, among Holdco, certain funds managed by Warburg Pincus LLC (“Warburg Pincus”) and WP Windstar, such funds committed to make an aggregate cash contribution of up $201,936,000 and WP Windstar committed to contribute to Holdco the 230,400 common shares of the Issuer owned by WP Windstar, and (iii) pursuant to an equity commitment letter, dated as of February 16, 2021, between Holdco and Arch Re Bermuda, Arch Re Bermuda committed to make a cash contribution of up to $208,628,000 and to contribute to Holdco the 2,039,200 common shares of the Issuer owned by Arch Re Bermuda (collectively, the “Equity Financing”). The source of funds for the Kelso Funds’ cash commitment in respect of the Equity Financing is expected to be capital contributions from their respective limited partners. Upon consummation of the Equity Financing, Arch Re Bermuda will own 40% of Holdco, the Kelso Funds will own 30% of Holdco, and funds managed by Warburg Pincus will own 30% of Holdco. Upon consummation of the merger pursuant to the Merger Agreement, Holdco will be the sole shareholder of the Issuer.

In connection with the foregoing, (i) Holdco, Arch Re Bermuda, KIA and WP Windstar entered into an interim investors agreement, dated as of February 16, 2021 (the “Interim Investors Agreement”), pursuant to which such parties have agreed, in relevant part, to vote all shares of any voting securities of the Issuer owned by them in favor of the merger, not to transfer any equity interests of the Issuer that each party holds directly or indirectly without the other parties’ consent and to share certain expenses incurred in connection with the merger, and (ii) Arch, Kelso & Company and Warburg Pincus entered into a participant agreement, dated as of September 3, 2020 (the “Participant Agreement”), pursuant to which such parties have agreed to share certain expenses incurred in connection with the merger.

The foregoing descriptions of each of the Kelso Purchase Agreement, the Kelso Voting and Support Agreement, the Kelso Equity Commitment Letter, the Interim Investors Agreement and the Participant Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is attached as an exhibit to this statement and is incorporated herein by reference.

Item 4. Purpose of Transaction

The information set forth in Items 3 and 6 hereof are hereby incorporated by reference into this Item 4.

The purpose of the merger is to enable Holdco to acquire all of the common shares of the Issuer so that Holdco can operate the Issuer as a privately held company while retaining access to the Issuer’s underwriting platform and its licenses in Bermuda, the United States and Europe. The purpose of the Co-Investor Transfers is to enable the common shares transferred to be voted by the transferees in favor of the merger. In addition, in connection with the merger:

· Dividend rate or policy, or indebtedness or capitalization. After the merger, the Issuer’s dividend policy with respect to its common shares will be determined by the board of the surviving company and the surviving company’s sole shareholder, which will be Holdco. Holders of the Issuer’s preference shares will be entitled to the same dividend and other relative rights, preferences, limitations and restrictions after the merger as are applied to the preference shares prior to the merger.

· Board of directors; management. At the effective time of the merger, the director(s) of Greysbridge Ltd. immediately prior to the effective time will become the initial director(s) of the surviving company.

· Delisting and deregistration of the Issuer’s equity securities. After the merger, the Reporting Persons expect that the Issuer’s common shares will be delisted from the Nasdaq Global Select Market, and the registration of the common shares under the Exchange Act will be terminated pursuant to Section 12(g)(4) of the Exchange Act. The Issuer’s preference shares will remain outstanding and, so long as the preference shares remain outstanding, the Issuer will remain obligated to file reports under the Exchange Act. If the Issuer’s outstanding preference shares are redeemed, the Reporting Persons expect that the Issuer’s preference shares thereafter would be delisted from the Nasdaq Global Select Market, and registration of the preference shares under the Exchange Act would be terminated pursuant to Section 12(g)(4) of the Exchange Act.

In addition to the foregoing, the Reporting Persons may communicate with current or prospective shareholders of the Issuer or other interested or relevant parties, concerning the business, operations, board composition, management, strategy and future plans of the Issuer and the matters set forth in this Item 4. The Reporting Persons have retained, and may in the future retain, advisors or consultants to assist them in evaluating their investment in the Issuer. The Reporting Persons may exchange information with any of the foregoing persons pursuant to confidentiality or similar agreements. The Reporting Persons may, at any time and from time to time, review and reconsider their position or change their purpose or take actions with respect to their investment in the Issuer as they deem appropriate, including formulating other plans, making other proposals or changing their intention with respect to the matters referred to in this Item 4.  The Reporting Persons may also take steps to explore and prepare for various plans and actions, and hire advisors or consultants and consider potential proposals, before forming a plan or intention to engage in any such plan or action. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. The foregoing list of intentions, plans, strategies, negotiations, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above.

Item 5. Interest in Securities of the Issuer

(a) and (b) The aggregate number and percentage of the common shares beneficially owned by each Reporting and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this statement and are incorporated herein by reference. Calculations of the percentage of the common shares beneficially owned are based on a total of 19,886,979 common shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, filed with the SEC on November 10, 2020.

Kelso LP and Kelso GP may be deemed to have beneficial ownership of the common shares held by KIA and KSN because (i) Kelso LP is the general partner of each of KIA and KSN and (ii) Kelso GP is the general partner of Kelso LP. Each of Kelso LP and Kelso GP disclaim beneficial ownership of all securities owned of record, or deemed beneficially owned by, KIA, KSN or KEP, and inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for any purpose. In addition, due to their common control, KIA and KSN could be deemed to beneficially own each other’s securities. Each of KIA and KSN disclaim such beneficial ownership and inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all such securities for any purpose. To the best knowledge of the Reporting Persons, none of the individuals listed on Annex A attached hereto beneficially owns any common shares.

In addition, by virtue of the agreements discussed in Item 3 of this statement, the Reporting Persons, WP Windstar and Arch may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. In the aggregate, such group would beneficially own 2,500,000 common shares, representing 12.57% of the outstanding common shares.

The following table sets forth the beneficial ownership of common shares of the Issuer as of the date hereof by persons that may, together with the Reporting Persons, be deemed to comprise a group for purposes of Rule 13d-3 under the Exchange Act. Each of the Reporting Persons disclaims beneficial ownership of all of the securities of the Issuer owned of record, or deemed beneficially owned by such persons, and inclusion of these securities in this statement shall not be deemed an admission of beneficial ownership of such securities for any purpose.

Name of beneficial owner	Number of common shares		Percentage of outstanding common shares
Arch Capital Group Ltd. (1)		2,039,200		10.3	%
Arch Reinsurance Ltd.		2,039,200		10.3	%
Gulf Reinsurance Limited (1)		0		-
Greysbridge Holdings Ltd. (1)		0		-
Greysbridge Ltd. (1)		0		-
WP Windstar Investments Ltd.		230,400		1.2	%
Warburg Pincus (Callisto) Global Growth (Cayman), L.P. (2)		38,453		*
Warburg Pincus (Europa) Global Growth (Cayman), L.P. (2)		37,256		*
Warburg Pincus Global Growth-B (Cayman), L.P. (2)		26,989		*
Warburg Pincus Global Growth-E (Cayman), L.P. (2)		23,040		*
Warburg Pincus Global Growth Partners (Cayman), L.P. (2)		9,204		*
WP Global Growth Partners (Cayman), L.P. (2)		3,298		*
Warburg Pincus Financial Sector (Cayman), L.P. (2)		82,186		*
Warburg Pincus Financial Sector-D (Cayman), L.P. (2)		2,396		*
Warburg Pincus Financial Sector Partners (Cayman), L.P. (2)		7,578		*
Warburg Pincus (Cayman) Global Growth GP, L.P. (2)		138,240		*
Warburg Pincus (Cayman) Global Growth GP LLC (2)		138,240		*
Warburg Pincus (Cayman) Financial Sector GP, L.P. (2)		92,160		*
Warburg Pincus (Cayman) Financial Sector GP LLC (2)		92,160		*
Warburg Pincus Partners II (Cayman), L.P. (2)		230,400		1.2	%
Warburg Pincus (Bermuda) Private Equity GP Ltd. (2)		230,400		1.2	%
Warburg Pincus LLC (2)		230,400		1.2	%

*Denotes beneficial ownership of less than 1%.

(1) Arch Capital Group Ltd., a Bermuda exempted company with limited liability (“Arch”), may be deemed to have beneficial ownership of the common shares held by Arch Reinsurance Ltd. (“Arch Re Bermuda”) because Arch is the parent company of Arch Re Bermuda. Each of Gulf Reinsurance Limited, a Dubai company (“Gulf Re”), Greysbridge Holdings Ltd., a Bermuda exempted company with limited liability (“Greysbridge Holdings”), and Greysbridge Ltd., a Bermuda exempted company with limited liability (“Greysbridge”), is a wholly owned subsidiary of Arch and may, together with Arch and Arch Re Bermuda, be deemed to comprise a group for purposes of Rule 13d-3 under the Exchange Act. Each of Gulf Re, Greysbridge Holdings and Greysbridge disclaims beneficial ownership of all of the securities of the Issuer owned of record, or deemed beneficially owned by Arch and Arch Re Bermuda, and inclusion of Gulf Re, Greysbridge Holdings and Greysbridge in this report shall not be deemed an admission of beneficial ownership by Gulf Re, Greysbridge Holdings and Greysbridge of any of the reported securities for any purpose.

(2) Each of the following may be deemed to have beneficial ownership of the common shares held by WP Windstar:

Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., and WP Global Growth Partners (Cayman), L.P. (collectively, the “WP Global Growth Funds”) and Warburg Pincus Financial Sector (Cayman), L.P., Warburg Pincus Financial Sector-D (Cayman), L.P., and Warburg Pincus Financial Sector Partners (Cayman), L.P. (collectively, the “WP Financial Sector Funds”), each a Cayman Islands exempted company with limited liability that holds the equity interests of WP Windstar; Warburg Pincus (Cayman) Global Growth GP, L.P., a Cayman Islands exempted limited partnership (“WPGG Cayman GP”) and the general partner of each of the WP Global Growth Funds; Warburg Pincus (Cayman) Global Growth GP LLC, a Delaware limited liability company (“WPGG Cayman GP LLC”) and the general partner of WPGG Cayman GP; Warburg Pincus (Cayman) Financial Sector GP, L.P., a Cayman Islands exempted limited partnership (“WPFS Cayman GP”) and the general partner of each of the WP Financial Sector Funds; Warburg Pincus (Cayman) Financial Sector GP LLC, a Delaware limited liability company (“WPFS Cayman GP LLC”) and the general partner of WPFS Cayman GP; Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“WPP II Cayman”) and the managing member of WPGG Cayman GP LLC and WPFS Cayman GP LLC; Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company (“WP Bermuda GP”) and the general partner of WPP II Cayman; and Warburg Pincus LLC, a New York limited liability company (“WP LLC”) that manages the WP Global Growth Funds and WP Financial Sector Funds. Parties listed above are collectively referred to as the “Warburg Pincus Reporting Persons”. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned by WP Windstar, and inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.

All percentages in this Item 5 are calculated are based on 19,886,979 common shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, filed with the SEC on November 10, 2020.

(c) On February 16, 2021, Arch Re Bermuda sold the following number of common shares to the Reporting Persons pursuant to the Kelso Purchase Agreement, in each case in a private sale at a price per share equal to $34.66 (which was the closing price of the common shares of the Issuer on February 12, 2021, on the Nasdaq Global Select Market): (i) 204,153 common shares to KIA; (ii) 22,459 common shares to KEP; and (iii) 3,788 common shares to KSN.

(d) No person has the power to direct the receipt of dividends from or the proceeds from the sale of, the common shares of the Issuer beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The description of the Joint Filing Agreement under Item 2 of this statement and the information contained in Items 3, 4 and 5 of this statement is incorporated herein by reference.

Item 7. Materials to Be Filed as Exhibits

Exhibit	Description
99.1	Voting and Support Agreement, dated as of February 16, 2021, between Watford Holdings Ltd., Kelso Investment Associates X, L.P., KEP X, LLC, and KSN Fund X, L.P.
99.2	Amended and Restated Interim Investors Agreement, dated as of February 16, 2021, by and among Arch Reinsurance Ltd., Kelso Investment Associates X, L.P., and WP Windstar Investments Ltd. (incorporated by reference to Exhibit 99.7 to the Schedule 13D filed on February 19, 2021 by Arch Capital Group Ltd., Arch Reinsurance Ltd., Gulf Reinsurance Limited, Greybridge Holdings Ltd. and Greysbridge Ltd. (the “Arch Schedule 13D”)).
99.3	Equity Commitment Letter, dated as of February 16, 2021, by and between Kelso Investment Associates X, L.P., KEP X, LLC, and KSN Fund X, L.P. and Greysbridge Holdings Ltd.
99.4	Purchase Agreement, dated as of February 16, 2021, between Arch Reinsurance Ltd. and Kelso Investment Associates X, L.P., KEP X, LLC, and KSN Fund X, L.P. (incorporated by reference to Exhibit 99.10 to the Arch Schedule 13D).
99.5	Participant Agreement, dated as of September 3, 2020, among Kelso & Company, Warburg Pincus LLC and Arch Capital Group Ltd. (incorporated by reference to Exhibit 99.11 to the Arch Schedule 13D).
99.6	Joint Filing Agreement, dated as of February 26, 2021.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 26, 2021

KELSO INVESTMENT ASSOCIATES X, L.P.
Signature:	/s/ William Woo
By: Kelso GP X, L.P., its general partner; by Kelso GP X, LLC, its general partner; by William Woo, its Managing Member
KEP X, LLC
Signature:	/s/ William Woo
By: William Woo, its Managing Member
KSN FUND X, L.P.
Signature:	/s/ William Woo
By: Kelso GP X, L.P., its general partner; by Kelso GP X, LLC, its general partner; by William Woo, its Managing Member
KELSO GP X, L.P.
Signature:	/s/ William Woo
By: Kelso GP X, LLC, its general partner; by William Woo, its Managing Member
KELSO GP X, LLC
Signature:	/s/ William Woo
By: William Woo, its Managing Member

ANNEX A

Set forth below is the name, position and present principal occupation of the directors and officers of KEP X, LLC. Except as otherwise indicated, the business address of each of such persons is c/o Kelso & Company, 320 Park Avenue, 24th Floor, New York, NY 10022.

Name	Title/Principal Occupation or Employment
Philip E. Berney	Co-President
Frank J. Loverro	Co-President
James J. Connors, II	Vice President, Secretary and General Counsel
Howard A. Matlin	Vice President, Treasurer and Assistant Secretary
Christopher L. Collins	Vice President and Assistant Treasurer
A. Lynn Alexander	Vice President
Stephen C. Dutton	Vice President
Matthew S. Edgerton	Vice President
Alec J. Hufnagel	Vice President
John K. Kim	Vice President
Henry Mannix III	Vice President
Church M. Moore	Vice President
Stanley de J. Osborne	Vice President

Set forth below is the name, position and present principal occupation of the directors and officers of Kelso GP X, LLC. Except as otherwise indicated, the business address of each of such persons is c/o Kelso & Company, 320 Park Avenue, 24th Floor, New York, NY 10022.

Philip E. Berney	Co-President
Frank J. Loverro	Co-President
James J. Connors, II	Vice President
Howard A. Matlin	Vice President, Treasurer and Assistant Secretary
Christopher L. Collins	Vice President and Assistant Treasurer
A. Lynn Alexander	Vice President
Stephen C. Dutton	Vice President
Matthew S. Edgerton	Vice President
Alec J. Hufnagel	Vice President
John K. Kim	Vice President
Henry Mannix III	Vice President
Church M. Moore	Vice President
Stanley de J. Osborne	Vice President
William Wood	Vice President, Secretary and General Counsel
David L. Cohen	Vice President
Michael Nicholas	Vice President

EX-99.1

Exhibit 99.1

Execution Version

VOTING AND SUPPORT AGREEMENT

VOTING AND SUPPORT AGREEMENT, dated as of February 16, 2021 (this “Agreement”), is made and entered into by and between WATFORD HOLDINGS LTD., a Bermuda exempted company (the “Company”), and THE UNDERSIGNED SHAREHOLDERS (collectively, the “Shareholders” and each, a “Shareholder”) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Company, Arch Capital Group Ltd., a Bermuda exempted company limited by shares (“Parent”), and Greysbridge Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent (“Merger Sub”), have entered into that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company as a wholly owned subsidiary of Parent;

WHEREAS, as a condition and inducement to the Company’s willingness to enter into the Merger Agreement and to proceed with the transactions contemplated thereby, including the Merger, the Company and Arch Reinsurance Ltd. (“Arch”) entered into a Voting and Support Agreement, dated as of October 9, 2020 (the “Arch Voting and Support Agreement”), pursuant to which Arch agreed to vote the common shares of the Company owned by Arch in favor of the Merger, as set forth therein;

WHEREAS, subsequent to entering into the Merger Agreement and the Arch Voting and Support Agreement, and pursuant to that certain Purchase Agreement, dated as of February 16, 2021 (the “Purchase Agreement”), by and between each Shareholder and Arch, Arch sold to the Shareholders, and the Shareholders purchased from Arch, the Shares (the “Sale”);

WHEREAS, in connection with the Sale and pursuant to the terms of the Purchase Agreement, each Shareholder agreed to enter into this Agreement and vote the Shares in favor of the Merger;

WHEREAS, as of the date hereof, each Shareholder is the record or beneficial owner of the number and type of equity interests of the Company (“Shares”) set forth on Schedule A hereto (the shares listed on Schedule A (as it may be amended pursuant to Section 5 of this Agreement), together with any additional Shares or other voting securities of the Company which such Shareholder owns of record or beneficially as of the date hereof or of which such Shareholder acquires after the date hereof record or beneficial ownership, including by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, redesignation or exchange, upon exercise or conversion of any options, warrants or other securities, or otherwise, “Covered Shares”);

WHEREAS, as a condition and inducement to the Company’s willingness to waive Arch’s compliance with the transfer restrictions related to the Shares under the Arch Voting and Support Agreement in connection with the Sale, the Company and each Shareholder are entering into this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, the Company and each Shareholder hereby agree as follows:

AGREEMENT

1.Agreement to Vote. From the date hereof until the earlier of the Termination Date (as defined below) or the receipt of the Company Shareholder Approval, each Shareholder irrevocably and unconditionally agrees that it shall at any meeting of the shareholders of the Company (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of shareholders of the Company, however proposed: (a) when a meeting is held, appear at such meeting or otherwise cause its Covered Shares that are owned by such Shareholder as of the date of such meeting to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by the Company for written consent, and (b) vote or consent, or cause to be voted at such meeting or cause such consent to be granted with respect to, all Covered Shares that are owned by such Shareholder as of the date of such meeting or consent (i) in favor of the Merger and the adoption of the Merger Agreement and the Statutory Merger Agreement (each as they may be amended from time to time), and in favor of each of the other transactions contemplated by the Merger Agreement and the Statutory Merger Agreement of which approval of the Company’s shareholders is solicited, and (ii) against (A) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between or involving the Company and any other Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, (B) any other action that would be reasonably likely to result in any conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other change to the Company Memorandum of Association or Company Bye-laws that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement or the Statutory Merger Agreement.

2.No Inconsistent Agreements. Each Shareholder hereby represents, covenants and agrees, solely as to itself and on its own behalf, that, except as contemplated by this Agreement, such Shareholder (a) has not entered into, and shall not enter into at any time prior to the Termination Date, any voting agreement, voting trust or other agreement that directly or indirectly addresses voting with respect to any Covered Shares and (b) has not granted, and shall not grant at any time prior to the Termination Date, a proxy or power of attorney with respect to any Covered Shares, in either case, which is inconsistent with such Shareholder’s obligations pursuant to this Agreement.

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3.Termination. This Agreement shall terminate upon the earliest of (a) the Closing, (b) the date that the Merger Agreement is terminated, (c) an Adverse Recommendation Change and (d) the delivery of written notice of termination of this Agreement by the Company to the Shareholders (such earliest date, the “Termination Date”); provided, that the provisions set forth in Sections 10 and 12 through 24 shall survive the termination of this Agreement; provided further, that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

4.Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants, solely as to itself and on its own behalf, to the Company as follows:

(a)Schedule A lists all shares and other equity interests owned of record or beneficially by such Shareholder in the Company as of the date hereof. Schedule A lists all options, warrants and other securities convertible into or exercisable or exchangeable for shares and other equity interests in the Company owned of record or beneficially by such Shareholder as of the date hereof. Except as set forth on Schedule A, as of the date hereof, such Shareholder does not own of record or beneficially any voting securities or other equity securities in the Company or any securities convertible into or exercisable or exchangeable for any such voting securities or other equity securities. Such Shareholder does not own of record any shares which are beneficially owned by a third Person.

(b)Such Shareholder is the record or beneficial owner of, and has good and valid title to, all Covered Shares as of the date hereof, free and clear of all liens, pledges, restrictions and other encumbrances (a “Lien”), other than (i) as created by this Agreement, (ii) as created by any applicable securities Laws, (iii) under the Company Memorandum of Association or Company Bye-Laws or (iv) as would not impair such Shareholder’s ability to perform its obligations under this Agreement. Such Shareholder has sole voting power, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights. Such Covered Shares are not subject to any voting trust agreement or other contract, in each case that is inconsistent with this Agreement, to which such Shareholder is a party restricting or otherwise relating to the voting or sale (constructive or otherwise), transfer, pledge, hypothecation, grant, gift, encumbrance, assignment or other disposal (collectively, “Transfer”) of such Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to such Covered Shares, except as contemplated by this Agreement.

(c)              Such Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

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(d)Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any governmental entity is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) none of the execution, delivery or performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof shall (A) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of such Shareholder pursuant to, any contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (B) violate any order, writ, injunction, decree, statute, law, rule or regulation applicable to such Shareholder or any of the Shareholder’s properties or assets except, in the case of clause (A) or (B), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Shareholder to perform its obligations hereunder on a timely basis.

(e)There is no action, suit, claim, arbitration, investigation, complaint, inquiry or other proceeding pending against such Shareholder or, to the actual knowledge of such Shareholder, any other Person or, to the actual knowledge of such Shareholder, threatened against each Shareholder that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Company of its rights under this Agreement or the performance by such Shareholder of its obligations under this Agreement on a timely basis.

(f)Such Shareholder understands and acknowledges that the Company is waiving Arch’s compliance with the transfer restrictions related to the Shares under the Arch Voting and Support Agreement in connection with the Sale in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties and covenants of such Shareholder contained herein and would not consent to the Sale if such Shareholder did not enter into this Agreement.

5.Certain Covenants of the Shareholders. Each Shareholder hereby covenants and agrees, solely as to itself and on its own behalf, as follows:

(a)Except as contemplated hereby and until the earliest of the Termination Date or the receipt of the Company Shareholder Approval, such Shareholder shall not (i) tender any Covered Shares into any tender or exchange offer, (ii) Transfer or enter into any contract with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares that is inconsistent with this Agreement or (iv) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing its obligations under this Agreement in any material respect. Any Transfer in violation of this Section 5(a) shall be void.

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(b)In the event that such Shareholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by such Shareholder set forth on Schedule A hereto will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement. Such Shareholder shall promptly notify the Company of any such event.

6.[Reserved].

7.No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Shareholder that owns such Covered Shares, and, except as otherwise provided herein, the Company shall have no authority to direct any Shareholder in the voting or disposition of any Covered Shares.

8.Disclosure. Each party hereto hereby authorizes the Company to publish and disclose in any announcement or disclosure the Shareholders’ identity and ownership of the Covered Shares and the nature of the Shareholders’ obligations under this Agreement, and to disclose a copy of this Agreement, in each case, to the extent required by applicable Law.

9.Merger Agreement. Each Shareholder hereby acknowledges receipt of, and has had an opportunity to read and understand, the Merger Agreement (including any exhibits and schedules thereto).

10.Expenses. Except as otherwise expressly provided herein, the Shareholders, on the one hand, and the Company, on the other hand, shall pay all of their own expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the performance of their respective obligations hereunder and the consummation of the transactions contemplated by this Agreement.

11.Further Assurances. From time to time, at the request of the other parties hereto and without further consideration, each party hereto shall take such further action as may reasonably be deemed by any of the other parties hereto to be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

12.Amendment or Supplement. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party hereto.

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13.Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party or by a duly authorized officer on behalf of such party.

14.               Interpretation. When a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference shall be to an Article, a Section or an Exhibit of or to this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning assigned to such term in this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. All pronouns and any variations thereof refer to the masculine, feminine or neuter as the context may require. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “$” will be deemed references to the lawful money of the United States of America. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring by virtue of the authorship of any provisions of this Agreement.

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15.Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally; (b) on the date sent if sent by facsimile or electronic mail (provided, however, that notice given by facsimile or email shall not be effective unless either (i) a duplicate copy of such facsimile or email notice is promptly given by one of the other methods described in this Section 15 or (ii) the receiving party delivers a written confirmation of receipt of such notice either by facsimile or email or any other method described in this Section 15; (c) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next- day courier; or (d) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i)If to the Shareholders:

c/o Kelso & Company

320 Park Avenue, 24th Floor

New York, NY 10022
Attention: William Woo
Email: wwoo@kelso.com

with copies to (which shall not constitute notice):

Debevoise & Plimpton, LLP

919 Third Avenue

New York NY 10022

Attention: Michael A. Diz

Email: madiz@debevoise.com

(ii)If to the Company:

Watford Holdings Ltd.
Waterloo House, 1st Floor
100 Pitts Bay Road
Pembroke HM 08, Bermuda
Email: lbr@watfordholdings.com
Attention: Laurence Richardson

with copies to (which shall not constitute notice):

Clifford Chance US LLP
31 West 52nd Street, 3rd Floor
New York, New York 10019
Email:            gary.boss@cliffordchance.com

                       john.healy@cliffordchance.com
Attention:       Gary Boss

                       John A. Healy

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16.Entire Agreement. This Agreement constitutes the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof.

17.No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit, claim or remedy of any nature under or by reason of this Agreement.

18.Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of or related to this Agreement may only be brought against, the Persons that are expressly named as parties to this Agreement. Except to the extent named as a party to this Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or representative of any party to this Agreement will have any Liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or Liabilities of any of the parties to this Agreement or for any claim based upon, arising out of or related to this Agreement.

19.Governing Law. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLE PRINCIPLES OF CHOICE OR CONFLICTS OF LAWS OF THE STATE OF DELAWARE, EXCEPT TO THE EXTENT THE PROVISIONS OF THE LAWS OF BERMUDA ARE MANDATORILY APPLICABLE TO THE MERGER.

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20.Specific Enforcement; Jurisdiction; Venue. The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement, including failing to take such actions as are required of them hereunder to consummate the transactions contemplated hereby. It is agreed that the parties are entitled to enforce specifically the performance of terms and provisions of this Agreement in any court referred to below, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court, in each case, except to the extent that any such proceeding mandatorily must be brought in Bermuda. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

21.Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

22.Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, (a) such term or other provision shall be fully separable, (b) this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party or such party waives its rights under this Section 22 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

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23.Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 23.

24.Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile or by email with .pdf attachments, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

25.Affiliates. Each Shareholder hereby covenants and agrees that it shall cause each of its respective Affiliates to comply with this Agreement as if each such Affiliate was itself a party to this Agreement. For purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such first Person, except, in the case of each Shareholder, any portfolio company of any investment fund affiliated with such Shareholder. For purposes of this definition, “control” (including, the terms “controlling,” “controlled by,” and “under common control with”), as applied to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract, or otherwise.

[The remainder of this page is intentionally left blank; signature page follows.]

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IN WITNESS WHEREOF, the Company and each Shareholder have caused to be executed or executed this Agreement as of the date first written above.

WATFORD HOLDINGS LTD.
By:	/s/ Laurence B. Richardson
	Name: Laurence B. Richardson
	Title: COO

[Voting and Support Agreement]

Kelso Investment Associates X, L.P.
By:	Kelso GP X, L.P., its general partner
By:	Kelso GP X, LLC, its general partner
By:	/s/ William Woo
Name:	William Woo
Title:	Managing Member
KeP x, llc
By:	Kelso GP X, L.P., its general partner
By:	Kelso GP X, LLC, its general partner
By:	/s/ William Woo
Name:	William Woo
Title:	Managing Member
KSN Fund x, l.p.
By:	Kelso GP X, L.P., its general partner
By:	Kelso GP X, LLC, its general partner
By:	/s/ William Woo
Name:	William Woo
Title:	Managing Member

[Voting and Support Agreement]

SCHEDULE A

Each Shareholder owns the number of common shares, par value $0.01 per share, set forth opposite such Shareholder’s name below:

Shareholder	Shares
Kelso Investment Associates X, L.P.		204,153
KEP X, LLC		22,459
KSN Fund X, L.P.		3,788
Total		230,400

Sch. A-1

EX-99.3

Exhibit 99.3

EXECUTION VERSION

February 16, 2021

Greysbridge Holdings Ltd.
c/o Arch Capital Group Ltd.
Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08, Bermuda

Ladies and Gentlemen:

Reference is made to (x) the Agreement and Plan of Merger, dated as of October 9, 2020, by and among Arch Capital Group Ltd., a Bermuda exempted company limited by shares (“Parent”), Greysbridge Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent (“Merger Sub”) and Watford Holdings Ltd., a Bermuda exempted company limited by shares (the “Company”), as amended by Amendment No. 1 on November 2, 2020, and as assigned on November 2, 2020 by Parent to Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares (“NewCo”, and the merger agreement, as it may be further amended or modified from time to time, the “Merger Agreement”) and (y) the Amended and Restated Interim Investors Agreement, dated as of the date hereof (as amended from time to time, the “Interim Investors Agreement”), by and among NewCo and each of the Investors named therein. Capitalized terms used and not defined herein, but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement, except as otherwise provided herein. This letter agreement is being delivered by each of the undersigned (other than NewCo) (each an “Investor,” and collectively, the “Investors”) to NewCo in connection with the transactions contemplated by the Merger Agreement and execution of the Interim Investors Agreement. This letter agreement amends and restates in its entirety the letter agreement dated as of November 2, 2020 previously delivered by each of the undersigned to NewCo.

1.Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, (i) to purchase (or cause an assignee permitted by the terms set forth in Section 3(a) hereof to purchase), directly or indirectly, common equity securities of NewCo (the “Subject Equity Securities”), in the amounts set forth on Schedule 1 hereto, immediately prior to the Closing for an aggregate purchase price equal to $210,000,000 (two hundred ten million dollars) (the “Cap”), of which (y) $201,936,000 (two hundred and one million nine hundred thirty-six thousand dollars) shall consist of cash, and (z) $8,064,000 (eight million sixty-four thousand dollars) shall consist of the contribution of 230,400 common shares of the Company owned by the Investors to NewCo (the “Share Contribution Amount”, and together with the Cash Commitment (as defined below), the “Commitment”), solely for the purpose of permitting NewCo to fund, and to the extent necessary to fund, at the Closing, the payment of the Merger Consideration pursuant to and in accordance with the Merger Agreement, and (ii) to promptly pay or to cause to be paid to NewCo, in proportion to their share of the Cap as set forth on Schedule 1 hereto, any amount due by the Kelso Investor (as defined in the Interim Investors Agreement) as a result of (x) any final, non-appealable judgment by a court of competent jurisdiction or (y) the agreement between the Kelso Investor, NewCo and the other Investors (as defined in the Interim Investors Agreement) entitled to indemnification, in each case, under Section 2.8 of the Interim Investors Agreement in connection with any damages claims made by NewCo against the Kelso Investor pursuant to Section 2.8 of the Interim Investors Agreement (a “Ruling”, and such amount due by the Investors pursuant to such Ruling, the “Damage Amount”) (collectively the foregoing clauses (i)(y) and (ii), the “Cash Commitment”), together with (iii) related fees and expenses in connection with the transactions contemplated by the Interim Investors Agreement (including its share of any Shared Costs (as defined in the Interim Investors Agreement), as applicable (clause (i), (ii) and (iii) collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the obligations of the Investors are several and not joint and under no circumstance shall any of the Investors (together with their permitted assigns in accordance with Section 3(a) herein) be required to fund pursuant to this letter agreement, or be liable for, an aggregate amount in excess of their share of the Cap, as set forth on Schedule 1 hereto, in connection with this letter agreement or the transactions contemplated by the Interim Investors Agreement or the Merger Agreement. The obligations of the Investors (together with their permitted assigns in accordance with Section 3(a) herein) to fund the Cash Commitment and effect the Share Contribution Amount, as applicable, (a) are subject to (i) the terms and conditions of this letter agreement and (ii) in respect of the purchase of the Subject Equity Securities, the satisfaction or waiver by NewCo and Merger Sub (with which waiver each of the Investors concurs in writing) and the Company of all of the conditions to NewCo, Merger Sub and the Company’s obligations to effect the Closing as set forth in Article VII of the Merger Agreement (other than those conditions that by their nature only can be satisfied at the Closing, but subject to the fulfillment, or waiver by NewCo and Merger Sub (with which waiver each of the Investors concurs in writing) and the Company, as applicable, of those conditions) and (b) will occur, subject to the foregoing clause (a), contemporaneous with (1) the Closing in accordance with the terms of the Merger Agreement and the simultaneous issuance to the Investors of the Subject Equity Securities, or (2) solely with respect to the Cash Commitment, a Damage Amount becoming due pursuant to a Ruling, as applicable. The amount of the Cash Commitment to be funded under this letter agreement in respect of the Subject Equity Securities may be reduced in the manner set forth in Section 2.3.1 of the Interim Investors Agreement in the event that NewCo does not require at the Closing the full amount of the Cash Commitment in order to effect the Closing.

2.Termination. This letter agreement and the obligation of the Investors to fund the Cash Commitment and effect the Share Contribution Amount will terminate automatically and immediately upon the earliest to occur of (a) the Closing (but only if such obligation shall have been discharged in connection therewith), (b) the termination of the Interim Investors Agreement pursuant to clause (ii) of Section 1.1 therein, (c) payment of a Damage Amount (but only if such obligation shall have been discharged in connection therewith), and (d) without limiting any of NewCo’s rights against the Investors under the Interim Investors Agreement, the commencement of any action, suit, claim or proceeding at law or in equity or arbitration by NewCo or any of its Affiliates (which shall exclude each Other Investor in its capacity as an “Investor” under the Interim Investors Agreement) (i) against the Investors or any Related Party (as defined below) relating to this letter agreement, the Interim Investors Agreement or the Merger Agreement, or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than any claim or assertion of rights by (x) NewCo against the Investors seeking only specific performance against the Investors for its obligations under this letter agreement in accordance with, and solely to the extent permitted under both (I) Section 5(b) of this letter agreement and (II) the Interim Investors Agreement, (y) NewCo against the Kelso Investor seeking specific performance against the Kelso Investor for its obligations under the Interim Investors Agreement or (z) NewCo against the Kelso Investor with respect to a claim for breach against the Kelso Investor of its obligations under the Interim Investors Agreement, as contemplated in clause (ii) of the definition of Transaction Costs including any Damages Amounts owed pursuant to Section 2.8 of the Interim Investors Agreement (the foregoing clauses (x), (y) and (z) the “Non-Prohibited Claims”). Upon termination of this letter agreement, no Investor shall have any further obligations or liabilities hereunder.

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3.Assignment; Amendments and Waivers; Entire Agreement.

(a)The rights and obligations under this letter agreement may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of each of the other parties hereto, and any attempted assignment without such prior written consent shall be null and void and of no force or effect. Notwithstanding the foregoing, (i) each of the Investors may assign all or a portion of its obligations to fund the Cash Commitment to one or more of its affiliated investment funds that is advised or sponsored by the investment manager of the Investors or any Affiliate thereof or to one or more entities that are wholly owned by an Investor, (ii) each of the Investors may assign all or a portion of its obligations to fund the Cash Commitment to one or more entities formed by or on behalf of the Investors, the investment manager of the Investors or any Affiliate thereof for the purpose of satisfying any law or injunction applicable to the ownership, operation or control of NewCo or any of its Affiliates and (iii) NewCo may assign all or a portion of its rights or obligations hereunder to an entity or entities that own, directly or indirectly, all or substantially all of the equity interests of NewCo or to an Affiliate of NewCo, in each case that will acquire all or any portion of the Company’s assets on or as of the Closing Date; provided, that, in each case, no such assignment shall relieve the assigning party of its obligations hereunder or reduce the amount of the Commitment of the Investors under this letter agreement. In furtherance of the foregoing, without reducing any of the obligations of the Investors hereunder and in compliance with the rest of this paragraph (a), each of the Investors shall have full discretion to determine the structure and manner to fund the Commitment and the direct or indirect purchase of the Subject Equity Securities.

(b)This letter agreement may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto.

(c)Nothing contained herein shall restrict any of the Investors from converting from a limited partnership to a limited liability company or a corporation after the date hereof.

(d)This letter agreement and the Interim Investors Agreement constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof.

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4.Parties in Interest. Except to the extent set forth in Section 5(b), this letter agreement shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns, and nothing set forth in this letter agreement shall be construed to confer upon or give to any Person other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce or cause NewCo to enforce, the Commitment or any other provisions of this letter agreement; provided, however, that the Related Parties are express, intended third party beneficiaries of Section 5(a) hereto.

5.                 Limited Recourse; Enforcement.

(a)Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, NewCo, by acceptance of the benefits of the Commitment provided herein, covenants, agrees and acknowledges that, no Person other than the Investors and the Kelso Investor and their successors and permitted assigns hereunder shall have any obligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that any of the Investors or any of their successors or permitted assigns may be a partnership or limited liability company, no Person, including NewCo, has any rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future direct or indirect general or limited partners, equityholders, stockholders, controlling persons, managers, members, directors, officers, employees, Affiliates, Subsidiaries, financing sources, attorneys or other representatives of any party hereto, portfolio company of any party hereto or their successors, assigns or agents or any former, current or future direct or indirect general or limited partners, equityholders, stockholders, controlling persons, managers, members, directors, officers, employees, Affiliates, Subsidiaries, financing sources, attorneys or other representatives of any of the foregoing, any portfolio company of any of the foregoing or their successors, assigns or agents (but not including the Investors or their respective successors or permitted assigns hereunder, or NewCo) (collectively, the “Related Parties,” and each, a “Related Party”), through NewCo or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of NewCo against any Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, or otherwise, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Related Party for any obligations of any of the Investors or any of its successors or permitted assigns under the Interim Investors Agreement, the Merger Agreement, or this letter agreement or any documents or instrument delivered in connection herewith or therewith or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation.

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NewCo further agrees that neither it nor any of its Affiliates (which shall exclude each Other Investor in its capacity as an “Investor” under the Interim Investors Agreement) shall have any right of recovery against any of the Investors or any Related Party, whether by piercing of the corporate veil, by a claim on behalf of NewCo against any of the Investors or any Related Party, or otherwise, except for NewCo’s right (x) to be capitalized by the Investors or (y) to be paid the Damage Amount by the Investors, in each case under and to the extent provided in this letter agreement and subject to the terms and conditions in this letter agreement. NewCo hereby covenants and agrees that it shall not institute, and shall cause its Affiliates (which shall exclude each Other Investor in its capacity as an “Investor” under the Interim Investors Agreement) not to institute, any proceeding or bring any other claim (whether at law or equity in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement, the Interim Investors Agreement or the transactions contemplated thereby, or in respect of any oral or written representations made or alleged to be made in connection therewith, against any of the Investors or any Related Party except for claims solely against the Investors under this letter agreement.

(b)This letter agreement may only be enforced by NewCo to the extent permitted by the Interim Investors Agreement in the event (x) that all of the conditions to the consummation of the Merger set forth in the Merger Agreement are satisfied or waived (other than those conditions that by their nature only can be satisfied at the Closing, but subject to the fulfillment, or waiver by NewCo and Merger Sub (with which waiver each of the Investors concurs in writing) and the Company, as applicable, of those conditions) or (y) of a Ruling to pay a Damages Amount, and for no other purpose. No third party, including the Company, any of the other Investors (as defined in the Interim Investors Agreement), or any of NewCo’s creditors, shall have any right to enforce this letter agreement or to cause NewCo to enforce this letter agreement (other than the Requisite Investors’ rights to direct NewCo to enforce this letter agreement pursuant to Section 2.3.1 of the Interim Investors Agreement). Notwithstanding anything in this letter agreement to the contrary, if NewCo is able to bring an action or claim under this letter agreement and under the equity commitment letter executed by the Warburg Pincus Investor (as defined in the Interim Investors Agreement) or the Arch Investor (as defined in the Interim Investors Agreement) (each, an “Other Investor”, and together the “Other Investors”) dated as of the date hereof (each such letter, an “Other Investor Equity Commitment Letter”) for the same or similar claims, then NewCo shall not bring an action or claim under this letter agreement unless NewCo is seeking the same relief against such Other Investor under such Other Investor Equity Commitment Letter in a substantially similar manner.

(c)Notwithstanding anything to the contrary herein including Section 5(a) above, this letter agreement shall not be deemed to limit and the Investors shall not be entitled to claim in any action that this letter agreement limits any claims by or amounts owed to any Investor (as defined under the Interim Investors Agreement) that such Investor (as defined under the Interim Investors Agreement) may have against an Indemnifying Investor (as defined under the Interim Investors Agreement) for any Indemnifiable Losses (as defined under the Interim Investors Agreement) under the Interim Investors Agreement; provided, that notwithstanding the foregoing, in no event shall the Investors and the Kelso Investor collectively be obligated to pay any amount pursuant to this letter agreement or Section 2.8 of the Interim Investors Agreement that, in the aggregate, exceeds the Cap.

6.Confidentiality. This letter agreement shall be treated as confidential and is being provided to NewCo solely in connection with the transactions contemplated by the Merger Agreement and the Interim Investors Agreement. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of each of the Investors and NewCo; provided that any party hereto may disclose this letter agreement to the extent required by any applicable Law or to such party’s Affiliates and their respective officers, directors, employees, advisors, agents, debt financing sources, equity financing sources and other representatives.

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7.Governing Law; Jurisdiction; Waiver of Jury Trial; Rights and Remedies

(a)This letter agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this letter agreement or the negotiation, execution or performance of this letter agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this letter agreement) shall be governed by and construed in accordance with the laws of the State of Delaware, including its statutes of limitations, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws. To the extent permitted by Law, each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and the U.S. District Court sitting in the State of Delaware (and appellate courts thereof) over any suit, action or other proceeding brought by any party arising out of or relating to this letter agreement, and each of the parties hereto hereby irrevocably agrees that all claims with respect to any such suit, action or other proceeding shall be heard and determined in such courts.

(b)EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

8.Representations and Warranties. Each Investor hereby represents and warrants to NewCo that: (a) its Cash Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its organizational or governing documents or otherwise, (b) it has, and as of the Closing will have, sufficient financial resources (including liquidity) to perform the obligations required to be performed by it at the Closing and (c) at the Closing it will transfer good title to the common shares comprising the Share Contribution Amount free and clear of any liens or encumbrances.

9.Counterparts. This letter agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

10.Notices. All notices or other communications hereunder shall be given by the means specified in Section 2.4.2 of the Interim Investors Agreement (and shall be deemed given as specified therein).

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[Remainder of Page Intentionally Left Blank]

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Sincerely,

Kelso Investment Associates X, L.P.
By:	Kelso GP X, L.P., its general partner
By:	Kelso GP X, LLC, its general partner
By:	/s/ William Woo
Name:	William Woo
Title:	Managing Member
KeP x, llc
By:	/s/ William Woo
Name:	William Woo
Title:	Managing Member
KSN Fund x, l.p.
By:	Kelso GP X, L.P., its general partner
By:	Kelso GP X, LLC, its general partner
By:	/s/ William Woo
Name:	William Woo
Title:	Managing Member

RECEIVED AND ACKNOWLEDGED
AS OF THE DATE FIRST WRITTEN ABOVE:
Greysbridge Holdings Ltd.
By:	/s/ Pierre Jal
	Name: Pierre Jal
	Title: Director

EX-99.6

Exhibit 99.6

Joint Filing Agreement

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Date: February 26, 2021

KELSO INVESTMENT ASSOCIATES X, L.P.
Signature:	/s/ William Woo
By: Kelso GP X, L.P., its general partner; by Kelso GP X, LLC, its general partner; by William Woo, its Managing Member
KEP X, LLC
Signature:	/s/ William Woo
By: William Woo, its Managing Member
KSN FUND X, L.P.
Signature:	/s/ William Woo
By: Kelso GP X, L.P., its general partner; by Kelso GP X, LLC, its general partner; by William Woo, its Managing Member
KELSO GP X, L.P.
Signature:	/s/ William Woo
By: Kelso GP X, LLC, its general partner; by William Woo, its Managing Member
KELSO GP X, LLC
Signature:	/s/ William Woo
By: William Woo, its Managing Member