EXHIBIT 10.28
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT
RENAISSANCERE
THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of November
14, 2003 (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, 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"), 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 and certain
Co-Documentation Agents have entered into a Reimbursement Agreement dated as of
December 20, 2002 (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 2.19 of the
Reimbursement Agreement, that the Expiration Date be extended from November 15,
2003 to March 31, 2004.
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 1.1 (DEFINITION OF EXPIRATION DATE). Section 1.01
of the Reimbursement Agreement is hereby amended by deleting the definition of
"Expiration Date" in its entirety and replacing it as follows:
"Expiration Date" shall mean March 31, 2004, as such date may be
extended pursuant to SECTION 2.19.
1.2 AMENDMENT TO SCHEDULES. SCHEDULES 4.01(A), 4.01(B), 4.04, 4.05,
4.06(D), 4.14 AND 4.15 of the Reimbursement Agreement are hereby amended by
deleting those SCHEDULES in their entirety and replacing them with the attached
SCHEDULES 4.01(A), 4.01(B), 4.04, 4.05, 4.06(D), 4.14 AND 4.15.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
To induce the Lenders and Wachovia to enter into this Amendment and to
induce the Lenders to extend the credit contemplated hereby, 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 (i) duly
executed counterparts of this
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Amendment signed by each Account Party, RenRe, Wachovia (in its various
capacities) and each Lender and (ii) an acknowledgement of continuing
obligations under the Credit Documents to which it is a party, executed by each
of RIHL and RUM.
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 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 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.]
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IN WITNESS WHEREOF, the Account Parties, RenRe, the Lenders, and Wachovia
have executed this Amendment as of the date first written.
RENAISSANCE REINSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: Chief Financial Officer
------------------------------
RENAISSANCE REINSURANCE OF EUROPE
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: Director
------------------------------
GLENCOE INSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: Chief Financial Officer
------------------------------
(signatures continued)
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DAVINCI REINSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: Vice President, Treasurer
------------------------------
TIMICUAN REINSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: Vice President, Treasurer
------------------------------
RENAISSANCERE HOLDINGS, LTD.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
-------------------------------
Title: Vice President, Treasurer
------------------------------
Address for each Credit Party:
Xxxxxxxxxxx Xxxxx
0-00 Xxxx Xxxxxxxx
Xxxxxxxx XX 00 Bermuda
Telecopy: (000) 000-0000
(signatures continued)
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent, as
Collateral Agent, as Issuing Bank and
as a Lender
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
-------------------------------
Title: Associate
------------------------------
NATIONAL AUSTRALIA BANK, LIMITED, ABN
12 004 044 937, as Co-Documentation
Agent and as a Lender
By: /s/ Xxxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxxx X. Xxxx
-------------------------------
Title: Director
------------------------------
ING BANK, N.V., London Branch, as
Co-Documentation Agent and as a
Lender
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
-------------------------------
Title: Managing Director
------------------------------
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
-------------------------------
Title: Director
------------------------------
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BARCLAYS BANK PLC, as
Co-Documentation Agent and as a
Lender
By: /s/ C. M. J. Xxx
---------------------------------
Name: C. M. J. Xxx
-------------------------------
Title: Manager
------------------------------
LLOYDS TSB BANK PLC, as Managing
Agent and as a Lender
By: /s/ Xxxxxxx X. X. Xxxx
---------------------------------
Name: Xxxxxxx X. X. Tuck
-------------------------------
Title: Assistant Vice President,
------------------------------
Financial Institutions
------------------------------
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx
-------------------------------
Title: Assistant Vice President,
------------------------------
Financial Institutions
------------------------------
FLEET NATIONAL BANK, as a Lender
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
-------------------------------
Title: Vice President
------------------------------
MELLON BANK, N.A. as a Lender
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
-------------------------------
Title: Assistant Vice President
------------------------------
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SCHEDULES
See Attached.
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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 (the "Reimbursement Agreement"), 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 hereto or that become parties hereto 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 and (2) the First Amendment to Reimbursement Agreement, dated
November 14, 2003 (the "Amendment") between and among the foregoing parties, and
(3) the RenRe Agreement, the RIHL Agreement, the RIHL Control Agreement, the
RIHL Custodial Agreement, the RIHL Pledge Agreement, the RIHL Guaranty and each
of the other Credit Documents (as each such term is defined in the Reimbursement
Agreement.
Pursuant to the Amendment, the Reimbursement Agreement has been
amended to extend the Expiration Date from November 15, 2003 to March 31, 2004.
Each of the undersigned, with respect to 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 Amendment, such Credit Documents are and shall remain in full force and
effect in accordance with the terms thereof
Dated: November 14, 2003.
RENAISSANCE INVESTMENT HOLDINGS LTD.
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
------------------------------
Title: Vice President, Treasurer
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RENAISSANCE UNDERWRITING MANAGERS LTD.
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
------------------------------
Title: Vice President, Treasurer
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