FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 31, 1998
(this "Amendment"), amends the Credit Agreement, dated as of June 24, 1998 (the
"Credit Agreement"), among RENAISSANCE U.S. HOLDINGS, INC., a Delaware
corporation (the "Borrower"), the various financial institutions parties thereto
(collectively, the "Lenders") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Administrative Agent (the "Administrative Agent") for the
Lenders. Terms defined in the Credit Agreement are, unless otherwise defined
herein or the context otherwise requires, used herein as defined therein.
WHEREAS, the parties hereto have entered into the Credit Agreement, which
provides for the Lenders to extend certain credit facilities to the Borrower
from time to time; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENTS. Effective as of December 31, 1998, the Credit
Agreement shall be amended as follows:
SECTION 1.1 Amendment to Section 1.1. Section 1.1 of the Credit Agreement
is amended by amending the definition of "Debt Service Coverage Ratio" in its
entirety to read as follows:
Debt Service Coverage Ratio means the ratio of (a) the sum of (i)
Available Dividends plus (ii) Consolidated EBITDA plus (iii) cash and cash
equivalents consisting of money market instruments or marketable securities
which are rated AA- or A-1 or better by Standard & Poor's Rating Group or
Aa3 or P-1 or better by Xxxxx'x Investors Services, Inc. which securities
mature in less than one year on hand at the Guarantor and/or Renaissance
Reinsurance Ltd. (provided the cash and cash equivalents at Renaissance
Reinsurance Ltd. can be withdrawn without regulatory restrictions) as of
the last day of the Computation Period to (b) Future Debt Service.
SECTION 1.2 Amendment to Section 5.8. Section 5.8 of the Credit Agreement
is amended in its entirety to read as follows:
Maintain, and cause each of its Subsidiaries to maintain, all permits,
licenses and consents as may be required for the conduct of its business by
any federal or local government agency or instrumentality except (x) for
such permits, licenses and consents related to assets which are sold in
accordance with Section 6.3 or (y) where failure to maintain the same could
not reasonably be expected to have a Material Adverse Effect.
SECTION 1.3 Amendment to Section 5.9. Section 5.9 of the Credit Agreement
is amended by inserting the following at the end thereof:
provided further, the Borrower and its Subsidiaries may sell assets as
permitted under Section 6.3.
SECTION 1.4 Amendment to Section 6.1. Section 6.1 of the Credit Agreement
is amended by deleting the numbers "1.25:1.00" and inserting "4.00:1.00"
therefor.
SECTION 1.5 Amendment to Section 6.2. Section 6.2 of the Credit Agreement
is restated in its entirety to read as follows:
Section 6.2 [Intentionally Omitted].
SECTION 1.6 Amendment to Section 6.3. Section 6.3(b) of the Credit
Agreement is amended by inserting the following at the end thereof:
, and (iv) sales of assets, including sales of capital stock of
Subsidiaries, provided no Default or Event of Default has occurred and is
continuing.
SECTION 1.7 Waiver of Section 7.1. The Lenders are aware of the
approximately $40,000,000 after tax charge relating to Nobel to be taken in the
fourth Fiscal Quarter of 1998, which charge may result in a negative net worth
at Nobel and the Borrower. The Lenders waive the Default, if any, under Section
7.1(e)(i) of the Credit Agreement relating to such after tax charge.
SECTION 2 CONDITIONS PRECEDENT. This Amendment shall become effective when
each of the conditions precedent set forth in this Section 2 shall have been
satisfied, and notice thereof shall have been given by the Administrative Agent
to the Borrower and the Lenders.
SECTION 2.1 Receipt of Documents. The Administrative Agent shall have
received all of the following documents duly executed, dated the date hereof or
such other date as shall be acceptable to the Administrative Agent, and in form
and substance satisfactory to the Administrative Agent:
(a) Amendment. This Amendment, duly executed by the Borrower, the
Administrative Agent and the Required Lenders.
(b) Consent. The Consent (the "Guarantor Consent") of the Guarantor in
the form attached hereto.
(c) Certificates. A Certificate of an authorized officer of the
Guarantor as to the matters set forth in Section 2.3.
SECTION 2.2 Borrower's Compliance with Warranties, No Default, etc. After
giving effect to the effectiveness of this Amendment, the following statements
by the Borrower shall be
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true and correct (and the Borrower, by its execution of this Amendment, hereby
represents and warrants to the Administrative Agent and each Lender that such
statements are true and correct as at such time):
(a) the representations and warranties set forth in Article IV of the
Credit Agreement shall be true and correct as of the date hereof, with the
same effect as though made on such date; provided that (i) with respect to
clause (a) of Section 4.2, the reference to "March 31, 1998 Quarterly
Statement" shall instead be a reference to "September 30, 1998 Quarterly
Statement" and (ii) with respect to clause (a) of Section 4.3, the
reference to "March 31, 1998" shall be a reference to "September 30, 1998";
and
(b) no Default or Event of Default shall have then occurred and be
continuing.
SECTION 2.3 Guarantor's Compliance With Warranties, No Default, etc. After
giving effect to the effectiveness of this Amendment, the following statements
by the Guarantor shall be true and correct:
(a) The representations and warranties set forth in Article III of the
Guaranty shall be true and correct as of the date hereof, with the same
effect as though made on such date; and
(b) No Default or Event of Default shall have then occurred and be
continuing under the Guaranty.
SECTION 3 REPRESENTATIONS AND WARRANTIES. To induce the Lenders and the
Administrative Agent to enter into this Amendment, the Borrower represents and
warrants to the Administrative Agent and each Lender as follows:
SECTION 3.1 Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Borrower of this Amendment, and by the Guarantor
of the Guarantor Consent are within the Borrower's and the Guarantor's corporate
powers, have been duly authorized by all necessary corporate action, and do not
(a) contravene the Borrower's or the Guarantor's Organization
Documents;
(b) contravene any contractual restriction, law or governmental
regulation or court decree or order binding on or affecting the Borrower or
the Guarantor; or
(c) result in, or require the creation or imposition of, any Lien on
any of the properties of the Borrower or the Guarantor.
SECTION 3.2 Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by the Borrower of this Amendment or by the Guarantor of
the Guarantor Consent.
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SECTION 3.3 Validity, etc. This Amendment constitutes the legal, valid and
binding obligation of the Borrower enforceable in accordance with its terms.
SECTION 4 MISCELLANEOUS.
SECTION 4.1 Continuing Effectiveness, etc. This Amendment shall be deemed
to be an amendment to the Credit Agreement, and the Credit Agreement, as amended
hereby, shall remain in full force and effect and is hereby ratified, approved
and confirmed in each and every respect. After the effectiveness of this
Amendment in accordance with its terms, all references to the Credit Agreement
in the Loan Documents or in any other document, instrument, agreement or writing
shall be deemed to refer to the Credit Agreement as amended hereby.
SECTION 4.2 Payment of Costs and Expenses. The Borrower agrees to pay on
demand all expenses of the Administrative Agent (including the fees and
out-of-pocket expenses of counsel to the Administrative Agent who may be
employees of the Administrative Agent) in connection with the negotiation,
preparation, execution and delivery of this Amendment.
SECTION 4.3 Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.
SECTION 4.4 Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of this
Amendment or any provisions hereof.
SECTION 4.5 Execution in Counterparts. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.
SECTION 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
SECTION 4.7 Successors and Assigns. This Amendment shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
RENAISSANCE U.S. HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxx
Title: Senior Vice President and Chief Financial
Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, individually and as
Administrative Agent
By: /s/ Xxxxx Xxxxxx
Title: Assistant Vice President
FLEET NATIONAL BANK
By: /s/ [illegible]
Title: Senior Vice President
MELLON BANK N.A.
By: /s/ [illegible]
Title: Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCH
By: /s/ Xxxx X. XxXxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Director
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FORM OF
AGREEMENT AND CONSENT
The undersigned hereby agrees and consents to the terms and provisions of
the foregoing First Amendment to Credit Agreement, and agrees that the Guaranty
executed by the undersigned shall remain in full force and effect
notwithstanding the provisions of the foregoing First Amendment to Credit
Agreement.
Dated as of: December 31, 1998
RENAISSANCERE HOLDINGS, LTD.
By: /s/ Xxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
