CONFORMED COPY
--------------
SECOND AMENDMENT
TO
FIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT
RENAISSANCERE
-------------
THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED REIMBURSEMENT
AGREEMENT, dated as of March 11, 2005 (this "Amendment"), is made among
RENAISSANCE REINSURANCE LTD., a Bermuda company, RENAISSANCE REINSURANCE OF
EUROPE, a company incorporated in Ireland, GLENCOE INSURANCE LTD., a Bermuda
company, and DAVINCI REINSURANCE LTD., a Bermuda company (each of the foregoing,
an "Account Party and, collectively, the "Account Parties"), RENAISSANCERE
HOLDINGS LTD., a Bermuda company ("RenRe"), the banks and financial institutions
listed on the signature pages hereto or that become parties hereto after the
date hereof (collectively, the "Lenders"), and WACHOVIA BANK, NATIONAL
ASSOCIATION ("Wachovia"), as Issuing Bank, Administrative Agent and Collateral
Agent for the Lenders.
RECITALS
A. The Account Parties, RenRe, the Lenders, Wachovia (in its various
capacities) and certain co-documentation agents have entered into a First
Amended and Restated Reimbursement Agreement dated as of March 31, 2004, as
amended by the First Amendment to First Amended and Restated Reimbursement
Agreement dated as of November 18, 2004 by and among the Account Parties, RenRe,
the Lenders and Wachovia (as so amended, the "Reimbursement Agreement").
Capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Reimbursement Agreement.
B. The Account Parties have requested that the Reimbursement
Agreement be amended to modify SECTIONS 7.01(f), 7.02(g) and 7.02(h) with
respect to certain Events of Default.
C. The Lenders and Wachovia have agreed to amend the Reimbursement
Agreement as requested by the Account Parties and to effect such agreement the
parties have entered into this Amendment.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Account Parties, RenRe, the
Lenders and Wachovia (in its various capacities) hereby agree as follows:
ARTICLE 1
AMENDMENT
1.1 AMENDMENT TO SECTION 7.01(f) (FULL EVENTS OF DEFAULT). Section
7.01(f) of the Reimbursement Agreement is hereby amended in its entirety to read
as follows (highlighted language and footnote are solely for purposes of
identifying the changes):
RenRe shall (i) fail to pay when due and the continuance of such
default after any applicable grace period (whether by scheduled maturity,
acceleration or otherwise and after giving effect to any applicable grace
period) any principal of or interest on any Debt (other than the Debt incurred
pursuant to this Agreement) or Contingent Liability having an aggregate
principal amount of at least $50,000,000 or (ii) fail to observe, perform or
comply with any condition, covenant or agreement contained in any agreement or
instrument evidencing or relating to any such Debt or Contingent Liability, or
any other event shall occur or condition exist in respect thereof, if such
failure, event or condition shall continue after any applicable grace period and
the effect of such failure, event or condition is to cause, or permit the holder
or holders of such Debt or Contingent Liability (or a trustee or agent on its or
their behalf) to cause, such Debt or Contingent Liability to become due, or to
be prepaid, redeemed, purchased or defeased, prior to its stated maturity; or
1.2 AMENDMENT TO SECTION 7.02(g) (ACCOUNT PARTY EVENTS OF DEFAULT).
Section 7.02(g) of the Reimbursement Agreement is hereby amended in its entirety
to read as follows (highlighted language and footnote are solely for purposes of
identifying the changes):
In the case of RRL or Glencoe (each, an Account Party that is a
Material Subsidiary), or DaVinci (an Account Party that is not a Material
Subsidiary), any such Account Party shall (i) fail to pay when due and
continuance of such default after any applicable grace period (whether by
scheduled maturity, acceleration or otherwise and after giving effect to any
applicable grace period) any principal of or interest on any of its Debt (other
than the Debt incurred pursuant to this Agreement) or Contingent Liabilities
having an aggregate principal amount of at least $50,000,000 or (ii) fail to
observe, perform or comply with any condition, covenant or agreement contained
in any agreement or instrument evidencing or relating to any such Debt or
Contingent Liability, or any other event shall occur or condition exist in
respect thereof, if such failure, event or condition shall continue after any
applicable grace period and the effect of such failure, event or condition is to
cause, or permit the holder or holders of such Debt or Contingent Liability (or
a trustee or agent on its or their behalf) to cause, such Debt or Contingent
Liability to become due, or to be prepaid, redeemed, purchased or defeased,
prior to its stated maturity; or
1.3 AMENDMENT TO SECTION 7.02(h) (ACCOUNT PARTY EVENTS OF DEFAULT).
Section 7.02(h) of the Reimbursement Agreement is hereby amended in its entirety
to read as follows (highlighted language and footnote are solely for purposes of
identifying the changes):
In the case of RRE (an Account Party that is not a Material
Subsidiary), such Account Party shall (i) fail to pay when due and continuance
of such default after any applicable grace period (whether by scheduled
maturity, acceleration or otherwise and after giving effect to any
2
applicable grace period) any principal of or interest on any of its Debt (other
than the Debt incurred pursuant to this Agreement) or Contingent Liabilities
having an aggregate principal amount of at least $15,000,000 or (ii) fail to
observe, perform or comply with any condition, covenant or agreement contained
in any agreement or instrument evidencing or relating to any such Debt or
Contingent Liability, or any other event shall occur or condition exist in
respect thereof, if such failure, event or condition shall continue after any
applicable grace period and the effect of such failure, event or condition is to
cause, or permit the holder or holders of such Debt or Contingent Liability (or
a trustee or agent on its or their behalf) to cause, such Debt or Contingent
Liability to become due, or to be prepaid, redeemed, purchased or defeased,
prior to its stated maturity; or
1.4 AMENDMENT TO SCHEDULES. SCHEDULE 4.06 of the Reimbursement
Agreement is hereby amended by deleting that Schedule in its entirety and
replacing it with the attached SCHEDULE 4.06.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
To induce the Lenders and Wachovia to enter into this Amendment, RenRe
and each Account Party individually and severally represents and warrants that:
2.1 COMPLIANCE WITH REIMBURSEMENT AGREEMENT. Each such party is in
compliance with all terms and provisions set forth in the Reimbursement
Agreement to be observed or performed by them. No Substitution Event, Suspension
Event, Default, or Event of Default has occurred and is continuing.
2.2 REPRESENTATIONS IN REIMBURSEMENT AGREEMENT. The representations
and warranties of each such party (with respect to itself and to RIHL) set forth
in the Reimbursement Agreement, except for those relating to a specific date
other than the date hereof, are true and correct in all material respects on and
as of the date hereof as if made on and as of the date hereof after giving
effect to the Amendment.
2.3 OTHER CREDIT DOCUMENTS. Each such party, to the extent it is a
party to any of the other Credit Documents, is in compliance with all terms and
provisions set forth therein to be observed or performed by it. Nothing herein
will affect the validity or enforceability of the other Credit Documents, and
all Obligations secured or guaranteed under such other Credit Documents shall
remain so secured or guaranteed.
ARTICLE 3
GENERAL
3.1 CONDITIONS PRECEDENT. This Amendment shall be effective as of the
date first written above upon receipt by the Administrative Agent of duly
executed counterparts of this Amendment signed by each Account Party, RenRe,
Wachovia (in its various capacities) and the Required Lenders.
3
3.2 EFFECT OF AMENDMENT. From and after the effective date hereof,
all references to the Reimbursement Agreement set forth in any other Credit
Document or other agreement or instrument shall, unless otherwise specifically
provided, be references to the Reimbursement Agreement as amended or modified
hereby and as may be further amended, modified, restated or supplemented from
time to time. This Amendment is limited as specified and shall not constitute or
be deemed to constitute an amendment, modification or waiver of any provision of
the Reimbursement Agreement except as expressly set forth herein. Except as
expressly amended hereby, the Reimbursement Agreement and the other Credit
Documents shall remain in full force and effect in accordance with their terms.
3.3 APPLICABLE LAW. THIS AMENDMENT HAS BEEN EXECUTED, DELIVERED AND
ACCEPTED IN, AND SHALL BE DEEMED TO HAVE BEEN MADE IN, NEW YORK AND SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE
CONFLICTS OF LAW PROVISIONS THEREOF).
3.4 COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
3.5 EXPENSES. The Account Parties and RenRe agree to pay all
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, execution and delivery of this Amendment, including, without
limitation, all reasonable attorneys' fees.
3.6 HEADINGS. The headings of this Amendment are for the purposes of
reference only and shall not affect the construction of this Amendment.
[Signatures begin on following page.]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
RENAISSANCE REINSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
RENAISSANCE REINSURANCE OF EUROPE
By: /s/ Xxx Xxxxxxxx
----------------------------------------
Name: Xxx Xxxxxxxx
Title: Director
GLENCOE INSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
(SIGNATURES CONTINUED)
DAVINCI REINSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
RENAISSANCERE HOLDINGS LTD.
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
Address for each Credit Party:
Xxxxxxxxxxx Xxxxx
0-00 Xxxx Xxxxxxxx
Xxxxxxxx XX 00 Bermuda
Telecopy: (000) 000-0000
(SIGNATURES CONTINUED)
S-2
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Administrative Agent, as Collateral Agent, as
Issuing Bank and as a Lender
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
NATIONAL AUSTRALIA BANK LIMITED, ABN
00-000-000-000, as Co-Documentation Agent and
as a Lender
By:
----------------------------------------
Name:
Title:
ING BANK, N.V., LONDON BRANCH, as Co-
Documentation Agent and as a Lender
By: /s/ N.J. Xxxxxxxx
----------------------------------------
Name: N.J. Xxxxxxxx
Title: Director
By: /s/ M.E.R. Sharman
----------------------------------------
Name: M.E.R. Sharman
Title: Managing Director
BARCLAYS BANK PLC, as Co-Documentation Agent
and as a Lender
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
(SIGNATURES CONTINUED)
S-3
LLOYDS TSB BANK PLC, as Managing Agent and as a
Lender
By: /s/ Xxxxxxx X.X. Xxxx
----------------------------------------
Name: Xxxxxxx X.X. Tuck
Title: Vice President
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director
KEYBANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
BAYERISCHE HYPO-UND VEREINSBANK AG, as a Lender
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
FLEET NATIONAL BANK as a Lender
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
(SIGNATURES CONTINUED)
S-4
CITIBANK, N.A., as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
MELLON BANK, N.A., as a Lender
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: First Vice President
ROYAL BANK OF SCOTLAND PLC, as a Lender
By:
----------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
S-5
