THIRD AMENDMENT AGREEMENT
THIS THIRD AMENDMENT AGREEMENT (this "Amendment"), dated as of December 31,
1998, is among RENAISSANCERE HOLDINGS LTD. (the "Borrower"), the Lenders listed
on the signature pages hereto, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION as Administrative Agent for the Lenders;
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Third Amended and
Restated Credit Agreement dated as of December 12, 1996, as amended 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 meaning when used herein
unless otherwise defined herein.
Section 2. Amendments To Credit Agreement. Effective on (and subject to the
occurrence of) the Third Amendment Effective Date (as defined below), the Credit
Agreement shall be amended as follows:
2.1 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.
2.2 Amendment to Section 5.10. Section 5.10 of the Credit Agreement is
amended by inserting the following as the end thereof:
; provided further, Renaissance U.S. Holdings Inc. and its Subsidiaries may
sell assets as permitted under Section 6.3.
2.3 Amendment to Section 6.3. Section 6.3(b) of the Credit Agreement is
amended by inserting the following at the end thereof:
and (iii) sales of assets by Renaissance U.S. Holdings Inc. and its
Subsidiaries, including capital stock of such Subsidiaries, provided no
Default or Event of Default has occurred and is continuing.
2.4 Waiver of Section 7.1. The Lenders are aware of the approximately
$40,000,000 after tax charge relating to Nobel Insurance Company to be taken in
the fourth Fiscal Quarter of 1998, which charge may result in a negative net
worth at Nobel and Renaissance U.S. Holdings, Inc. The Lenders waive the
Default, if any, under Section 7.1(e)(i) of the Credit Agreement relating to
such after tax charge.
Section 3. Representation And Warranties. In order to induce the Lenders
and the Administrative Agent to execute and deliver this Amendment, the Borrower
hereby represents and warrants to the Lenders and to the Administrative Agent
that:
(a) No Event of Default or Default has occurred and is continuing or
will result from the execution and delivery or effectiveness of this
Amendment; and
(b) the warranties of the Borrower contained in Article IV of the
Credit Agreement are 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 "1995 Fiscal Year" therein
shall instead be a reference to "1997 Fiscal Year" and (ii) with respect to
clause (a) of Section 4.3, the reference to "December 31, 1996" shall
instead be a reference to "December 31, 1997" and the reference to the nine
months ended September 30, 1996 shall instead be a reference to "the nine
months ended September 30, 1998".
Section 4. Conditions to Effectiveness. The Amendment set forth in Section
2 hereof shall become effective on the date (the "Third Amendment Effective
Date") when the Administrative Agent shall have received all of the following,
each in form and substance satisfactory to the Administrative Agent:
(a) eight counterparts of this Amendment executed by the Borrower and
the Required Lenders;
(b) a certificate of an authorized officer of the Borrower as to the
satisfaction of the conditions set forth in Section 3 of this Amendment;
and
(c) such other documents as the Administrative Agent or any Lender may
reasonably request.
Section 5. Reaffirmation of Loan Documents. From and after the date hereof,
each reference that appears in any other Loan Document to the Credit Agreement
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.
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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 Illinois, without
giving effect to conflicts of laws principles. 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 day
and year first above written.
RENAISSANCERE HOLDINGS LTD.
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
THE BANK OF N.T. XXXXXXXXXXX & SON
LIMITED
By: /s/ [illegible]
Title: Manager, Corporate Banking
BANK OF MONTREAL
By: Xxxxx X. Xxxxx
Title: Director
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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
BANK OF BERMUDA
By: /s/ Xxxxxxx X. Xxxxxx
Title: Senior Vice President
FIRST UNION NATIONAL BANK
By:
Title:
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