EXHIBIT 10.30
AGREEMENT TO INCREASE COMMITMENT
(WACHOVIA BANK, NATIONAL ASSOCIATION/
RENAISSANCE REINSURANCE LTD, ET AL.)
THIS AGREEMENT TO INCREASE COMMITMENT, dated as of January 30, 2004
(this "Agreement"), is made among RENAISSANCE REINSURANCE LTD., a Bermuda
company, RENAISSANCE REINSURANCE OF EUROPE, a company incorporated in Ireland,
GLENCOE INSURANCE LTD., a Bermuda company, DAVINCI REINSURANCE LTD., a Bermuda
company, and TIMICUAN REINSURANCE LTD., a Bermuda company (each of the
foregoing, an "Account Party"), RENAISSANCERE HOLDINGS LTD., a Bermuda company
("RenRe"), and WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia"), as a Lender
under the Reimbursement Agreement (as defined below).
RECITALS
A. The Account Parties, RenRe, certain Lenders, and Wachovia (as a
Lender and as Issuing Bank, Administrative Agent and Collateral Agent for the
Lenders) have entered into a Reimbursement Agreement dated as of December 20,
2002, as amended by a First Amendment to Reimbursement Agreement dated as of
November 14, 2003 (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, pursuant to Section 2.18 of the
Reimbursement Agreement, that Wachovia increase its L/C Commitment by
$100,000,000 so that upon the effectiveness of this Agreement the total amount
of Wachovia's L/C Commitment under the Reimbursement Agreement will be
$175,000,000.
C. Wachovia has agreed to increase its L/C Commitment as requested by
the Account Parties and to effect such agreement the parties have entered into
this Agreement.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Account Parties, RenRe and
Wachovia (in its capacity as a Lender) hereby agree as follows:
ARTICLE 1
INCREASE IN WACHOVIA'S L/C COMMITMENT
1.1 L/C COMMITMENT INCREASE. Upon the effectiveness of this Agreement,
the L/C Commitment of Wachovia shall be $175,000,000. As a result of such
increase, the Total Commitment of all of the Lenders shall be $485,000,000.
1.2 AMENDMENT TO CREDIT DOCUMENTS. Upon the effectiveness of this
Agreement, all references in the Credit Documents to the "L/C Commitments," the
"Total Commitment" and
similar terms shall be deemed to reflect the L/C Commitment of Wachovia as
increased hereby. Without limiting the foregoing, Schedule I, Part 1 of the
Reimbursement Agreement shall be amended to reflect Wachovia's increased L/C
Commitment of $175,000,000 and an increased Total Commitment of $485,000,000.
1.3 NO EFFECT ON OTHER LENDERS. Nothing in this Agreement shall affect
the L/C Commitment or the obligations of any Lender except Wachovia, other than
the resulting adjustment to each Lender's pro rata share of the aggregate Letter
of Credit Participating Interests. The increased L/C Commitment and Letter of
Credit Participating Interests of Wachovia shall be pari passu with those of the
other Lenders.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
To induce Wachovia to enter into this Agreement and to comply with the
conditions of Section 2.18 of the Reimbursement Agreement, RenRe and each
Account Party individually and severally represents and warrants to Wachovia and
to each of the other Lenders that:
2.1 Upon the effectiveness of this Agreement the Total Commitment
shall be $485,000,000 and, in any event, shall not exceed $500,000,000.
2.2 Each such party is in compliance with all terms and provisions set
forth in the Reimbursement Agreement and the other Credit Documents to be
observed or performed by them. No Suspension Event, Default, or Event of Default
has occurred and is continuing and there are no unreimbursed Letter of Credit
Advances pursuant to Section 2.02(e) of the Reimbursement Agreement.
2.3 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 this Agreement.
ARTICLE 3
GENERAL
3.1 CONDITIONS PRECEDENT. This Agreement shall be effective as of the
date first written above upon (i) receipt by the Administrative Agent of duly
executed counterparts of this Agreement signed by each Account Party and RenRe,
Wachovia, (ii) an acknowledgement of continuing obligations under the Credit
Documents to which it is a party, executed by each of RIHL and RUM, and (iii)
the delivery by Wachovia (in its capacity as Administrative Agent) of notice to
the other Lenders setting forth both the amount and the effective date of the
increase in Wachovia's increased L/C Commitment.
3.2 LIMITED EFFECT OF AGREEMENT. This Agreement is limited as
specified and shall not constitute or be deemed to constitute an amendment,
modification or waiver of any provision
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of the Reimbursement Agreement or other Credit Document 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 Agreement shall be governed by and construed
in accordance with the internal laws and judicial decisions of the State of New
York.
3.4 COUNTERPARTS. This Agreement 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 Agreement, including, without
limitation, all reasonable attorneys' fees.
3.6 HEADINGS. The headings of this Agreement are for the purposes of
reference only and shall not affect the construction of this Agreement.
[Signatures begin on following page.]
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IN WITNESS WHEREOF, the Account Parties, RenRe and Wachovia have
executed this Agreement as of the date first written.
RENAISSANCE REINSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President &
Chief Financial Officer
RENAISSANCE REINSURANCE OF EUROPE
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Managing Director
GLENCOE INSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President &
Chief Financial Officer
DAVINCI REINSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President &
Chief Financial Officer
[Signatures continue]
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TIMICUAN REINSURANCE LTD.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President &
Controller
RENAISSANCERE HOLDINGS, LTD.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President &
Chief Financial Officer
WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Lender (and as Administrative
Agent to reflect its acceptance
hereof in such capacity)
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
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ACKNOWLEDGEMENT OF CONTINUING OBLIGATIONS
To: Wachovia Bank, National Association, as Administrative Agent
Please refer to (1) the Reimbursement Agreement, dated as of December
20, 2002, between and among RENAISSANCE REINSURANCE Ltd., RENAISSANCE
REINSURANCE OF EUROPE, GLENCOE INSURANCE LTD., DAVINCI REINSURANCE LTD. and
TIMICUAN REINSURANCE LTD., as the Account Parties, RENAISSANCERE HOLDINGS LTD.,
the banks and financial institutions listed on the signature pages thereto or
that become parties thereto after the date hereof, WACHOVIA BANK, NATIONAL
ASSOCIATION ("Wachovia"), as Issuing Bank, Administrative Agent and Collateral
Agent for the Lenders, and certain other named agents, as amended by the First
Amendment to Reimbursement Agreement, dated as of November 14, 2003 (together,
the "Reimbursement Agreement"), between and among the foregoing parties, and (2)
the Agreement to Increase Commitment, dated as of January 30, 2004 (the
"Agreement to Increase Commitment"), between the Account Parties, RenRe and
Wachovia, as a Lender. Capitalized terms not otherwise defined herein shall have
the meanings assigned to such terms in the Reimbursement Agreement.
Pursuant to the Agreement to Increase Commitment, Wachovia has agreed
pursuant to Section 2.18 of the Reimbursement Agreement to increase its L/C
Commitment to $175,000,000, with the result that the Total Commitment of all of
the Lenders shall be $485,000,000.
Each of the undersigned, with respect to the RenRe Agreement, the RIHL
Agreement, the RIHL Control Agreement, the RIHL Custodial Agreement, the RIHL
Pledge Agreement, the RIHL Guaranty and any other of the Credit Documents to
which it is a party, hereby (i) acknowledges and reaffirms all of its
obligations and undertakings under such Credit Documents, and (ii) acknowledges
and agrees that subsequent to, and taking into account the terms and conditions
of, the Agreement to Increase Commitment, such Credit Documents are and shall
remain in full force and effect in accordance with the terms thereof
Dated: January 30, 2004.
RENAISSANCE INVESTMENT HOLDINGS LTD.
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President &
Chief Financial Officer
RENAISSANCE UNDERWRITING MANAGERS LTD.
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President &
Chief Financial Officer
