EXHIBIT 10.8
SECOND AMENDMENT AGREEMENT
THIS SECOND AMENDMENT AGREEMENT (this "Amendment"), dated as of May 19,
2006, is among RENAISSANCERE HOLDINGS LTD. (the "Borrower"), the Lenders listed
on the signature pages hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as LC Issuer
and BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent for the
Lenders.
W I T N E S S E T H:
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WHEREAS, the parties hereto are parties to that certain Second Amended
and Restated Credit Agreement dated as of August 6, 2004 (as amended and
supplemented to date, the "Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as
hereinafter set forth;
NOW, THEREFORE, the parties hereto, in consideration of the premises
and the mutual agreements herein contained, hereby agree as follows:
Section 1. Credit Agreement Definitions. Capitalized terms used herein
that are defined in the Credit Agreement shall have the same meanings when used
herein unless otherwise defined herein.
Section 2. Amendments To Credit Agreement. Effective on (and subject to
the occurrence of) the Second Amendment Effective Date (as defined below), the
Credit Agreement shall be amended as follows:
(a) The following definition is added to Section 1.1 of the Credit
Agreement in proper alphabetical order:
"SPV Restrictions" means restrictions on a Person's ability to
pay dividends, redeem stock, make distributions, sell, transfer,
dispose of or grant liens on its assets, incur debt, and other
limitations on such Person's ability to conduct business which are
imposed by third parties who have invested in or otherwise provided
capital to such Person to ensure that such Person's assets are used
solely to collateralize and make payments under reinsurance or
retrocession agreements (or other insurance or reinsurance
arrangements containing similar return of capital provisions) issued
by such Person and, upon termination of such agreements or
arrangements, to return funds to such investors."
(b) Section 7.8 of the Credit Agreement is amended by inserting the
words "and other than SPV Restrictions" following the words "(with respect to
the property subject to such Lien)".
(c) Section 7.10(iii) of the Credit Agreement is amended by inserting
the words "clause (a) and" before the words "clause (b)".
(d) Schedules 5.1, 5.2, 5.3, 5.4, 5.11, 5.14, 5.15 and 7.7 to the
Credit Agreement are deleted and Schedules 5.1, 5.2, 5.3, 5.4, 5.11, 5.14, 5.15
and 7.7 attached hereto are substituted therefor.
Section 3. Representation and Warranties. In order to induce the
Lenders, the LC Issuer and the Administrative Agent to execute and deliver this
Amendment, the Borrower hereby represents and warrants to the Lenders, the LC
Issuer and to the Administrative Agent that after giving effect to the
amendments in Section 2 hereof:
(a) no Default or Event of Default has occurred and is continuing or
will result from the execution and delivery or effectiveness of this Amendment;
and
(b) the representations and warranties of the Borrower contained in
Article 5 (other than Section 5.4) of the Credit Agreement, as updated by the
revised Schedules to the Credit Agreement attached hereto and replacing the
existing schedules in their entirety, are true and correct in all material
respects as of the date hereof, with the same effect as though made on and as of
such date (except where such representation or warranty speaks as of a specified
date).
Section 4. Conditions to Effectiveness. The amendments set forth in
Section 2 hereof shall become effective on the date (the "Second Amendment
Effective Date") when the Administrative Agent shall have received four
counterparts of this Amendment executed by the Borrower, the Administrative
Agent and the Required Lenders.
Section 5. Reaffirmation of Loan Documents. From and after the date
hereof, each reference to the Credit Agreement that appears in any other Loan
Document shall be deemed to be a reference to the Credit Agreement as amended
hereby. As amended hereby, the Credit Agreement is hereby reaffirmed, approved
and confirmed in every respect and shall remain in full force and effect.
Section 6. Counterparts; Effectiveness. This Amendment may be executed
by the parties hereto in any number of counterparts and by the different parties
on separate counterparts and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same agreement.
Section 7. Governing Law; Entire Agreement. This Amendment shall be
deemed a contract made under and governed by the laws of the State of New York.
This agreement constitutes the entire understanding among the parties hereto
with respect to the subject matter hereof and supersedes any prior agreements
with respect thereto.
Section 8. Loan Document. This Amendment is a Loan Document.
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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 date
and year first above written.
RENAISSANCERE HOLDINGS LTD.
By: /s/ Xxxx X. Xxxxxx
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Title: Chief Financial Officer
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BANK OF AMERICA, NATIONAL ASSOCIATION,
as Administrative Agent and Lender
By: /s/ Xxxxx Xxxxxx
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Title: Senior Vice President
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THE BANK OF N.T. XXXXXXXXXXX & SON
LIMITED.
By: /s/ Xxxxx Day
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Title: Vice President
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THE BANK OF NEW YORK
By: /s/ illegible
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Title: Vice President
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BARCLAYS BANK PLC
By: /s/ X.X. Xxxxxx
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Title: Director
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CITIBANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Managing Director
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DEUTSCHE BANK AG, NEW YORK BRANCH,
as LC Issuer and Lender
By: /s/ Xxxx Xxxxx
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Title: Director
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By: /s/ Xxxx XxXxxx
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Title: Director
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HSBC BANK USA, NATIONAL ASSOCIATION
By: /s/ illegible
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Title: Senior Vice President
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KEYBANK NATIONAL ASSOCIATION
By:
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Title:
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MELLON BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Title: Senior Vice President
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UBS LOAN FINANCE LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Director
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By: /s/ Xxxx X. Xxxx
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Title: Associate Director
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WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
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Title: Director
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