SECOND AMENDMENT AGREEMENT
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THIS SECOND AMENDMENT AGREEMENT (this "Amendment"), dated as of June 15,
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 Second Amendment Effective Date (as defined below), the
Credit Agreement shall be amended as follows:
2.1. Amendment to Section 1.1. Section 1.1 of the Credit Agreement
is amended as follows:
(a) The definition of "Catastrophe Bonds" is amended in its entirety
to read as follows:
"Catastrophe Bonds means (a) any note, bond or other Debt
instrument or agreement which has a catastrophe risk feature linked
to payments thereunder and (b) any equity interest in a Person that
is not a Subsidiary controlled, directly or indirectly, by the
Borrower for the sole purpose of investing in Debt of the type
described in clause (a), which, in the case of Catastrophe Bonds
purchased by the Borrower or any of its Subsidiaries, are purchased
in accordance with its customary reinsurance underwriting
procedures."
(b) Clause (c) of the definition of "Change in Control" is amended
in its entirety to read as follows:
"(c) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of
Directors of the Borrower (together with any new directors whose
election by the Board of Directors or
whose nomination by the stockholders of the Borrower was approved by
a vote of the directors of the Borrower then still in office who are
either directors at the beginning of such period or whose election
or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Borrower's Board of Directors
then in office."
(c) The definition of "Debt" is amended as follows:
(i) Clause (a) is amended by inserting the following at the
end thereof:
"(including, without limitation, any such obligation
issued by such Person that qualify as Catastrophe Bonds
described in clause (a) of the definition thereof net of any
escrow established (whether directly or to secure any letter
of credit issued to back such Catastrophe Bonds) in connection
with such Catastrophe Bonds)"
(ii) Clause (e) is amended by inserting following the word
"all" and before the words "Hedging Obligations" the word "net";
(iii) Clause (h) is amended by inserting the following at the
end thereof:
"(it being understood that if such Person has not
assumed or otherwise become personally liable for any such
Debt, the amount of the Debt of such person in connection
therewith shall be limited to the lesser of the face amount of
such Debt and the fair market value of all property of such
person securing such Debt);"
(iv) Clause (i) is amended by inserting the following at the
end thereof:
"unless such Debt is nonrecourse to such Person".
(d) The definition of "Hedging Obligations" is amended by inserting
following the words "other than Reinsurance Agreements" the words "and
Catastrophe Bonds".
(e) Clause (b) of the definition of "Net Debt Proceeds" is amended
by inserting the following at the end thereof:
"and any escrows established (whether directly or to
secure any letter of credit issued to back such Catastrophe
Bonds) to support or in connection with the issuance of
Catastrophe Bonds"
(f) The following new definition is inserted in Section 1.1 in its
proper alphabetical order:
"Renaissance U.S. Credit Agreement" means any credit
agreement entered into by Renaissance U.S. Holdings, Inc. with
various financial
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institutions and Bank of America National Trust and Savings
Association, as administrative agent.
2.2. Amendment to Section 5.1. Section 5.1(e) is amended as follows:
(a) Subclause (i) is amended in its entirety to read as follows:
"Promptly after completion of each such item but in no event later
than the 95th day after the close of each Fiscal Year of the Borrower, a copy of
the Borrower's business plan;"
(b) Subclause (iv) is amended by inserting the words "or any
Insurance Subsidiary" following the words "the Borrower" each time it appears in
such subclause (iv).
(c) Subclause (v) is amended by inserting the following at the end
thereof: "or any Insurance Subsidiary".
(d) Subclause (vi) is amended by inserting following the words "and
its" and before the words "Subsidiaries" the word "Insurance".
(e) Clause (h)(ii) and (iii) are deleted and the following inserted
therefor:
"(ii) an ERISA Event; and"
and subclauses (iv) and (v) are renumbered (iii) and (iv) respectively.
2.3. Amendment to Section 5.3. Section 5.3(a) of the Credit
Agreement is amended in its entirety to read as follows:
(a) Maintain, and cause each of its Subsidiaries to maintain,
materially complete and accurate books and records in accordance with GAAP and
in addition, with respect to each Insurance Subsidiary, SAP,
2.4. Amendment to Section 5.10. Section 5.10 of the Credit Agreement
is amended by inserting the following at the end thereof: "; provided, however
Nobel Insurance Company may cede its casualty business to American Re-Insurance
Company and/or Inter-Ocean Reinsurance Company Ltd.
2.5. Amendment to Section 6.4. Section 6.4 of the Credit Agreement
is amended in its entirety to read as follows:
"Section 6.4 Regulations U and X. Not, and not permit any of
its Subsidiaries to, hold margin stock (as such term is defined in
Regulation U of the FRB) having a value in excess of 20% of the
value of the assets of the Borrower and its Subsidiaries taken as a
whole after taking into account the application of the proceeds of
the Loans.
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2.6. Amendment to Section 6.7. Section 6.7 of the Credit Agreement
is amended as follows:
(a) Clause (ii) is amended in its entirety to read as follows:
"(ii) easements, party wall agreements, rights of way,
restrictions, minor defects or irregularities in title and other
similar Liens not interfering in any material respect with the
ordinary course of the business of the Borrower and its Subsidiaries
taken as a whole;"
(b) Clause (iv) is amended by inserting the following at the end
thereof:
"and Liens pursuant to letters of credit or other security
arrangements in connection with such insurance or benefits,"
(c) Clause (v) is amended by inserting between the words
"materialmen's" and the words "and other" the words ", landlord liens".
(d) The following new subclauses (viii), (ix) and (x) are inserted
at the end of subclause (vii) and before the words "provided however":
(viii) attachments, judgments and other similar Liens for sums
not exceeding $5,000,000 (excluding any portion thereof which is
covered by insurance so long as the insurer is reasonably likely to
be able to pay and has accepted a tender of defense and
indemnification without reservation of rights);
(ix) attachments, judgments and other similar Liens for sums
of $5,000,000 or more (excluding any portion thereof which is
covered by insurance so long as the insurer is reasonably likely to
be able to pay and has accepted a tender of defense and
indemnification without reservation of rights) provided the
execution or other enforcement of such Liens is effectively stayed
and claims secured thereby are being actively contested in good
faith and by appropriate proceedings and have been bonded off;
(x) Liens on assets acquired by Renaissance U.S. Holdings,
Inc. from Nobel Insurance Limited outstanding on the date of such
acquisition and extensions, renewals or replacements thereof but
only if the principal amount of Debt secured thereby immediately
prior to such extension, renewal or replacement is not increased and
such Lien is not extended to any other property;
2.7. Section 6.8. Section 6.8 of the Credit Agreement is amended by
inserting the following at the end thereof:
"and restrictions imposed by the Renaissance U.S. Credit
Agreement."
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2.8. Amendment to Section 7.1. Section 7.1 of the Credit Agreement
is amended as follows:
(a) Clause (d) is amended by inserting following the words "lease
obligation" and before the parenthetical, the words "of $5,000,000 or more".
(b) Clause (j) is amended by deleting the word "material" at the end
thereof and inserting "$5,000,000 or more" therefor.
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 "1996 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 three months ended March 31, 1998".
Section 4. Conditions to Effectiveness. The Amendment set forth in Section
2 hereof shall become effective on the date (the "Second 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.
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
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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:
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Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Administrative Agent and Lender
By:
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Title:
FLEET NATIONAL BANK
By:
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Title:
MELLON BANK, N.A.
By:
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Title:
THE BANK OF N.T. ▇▇▇▇▇▇▇▇▇▇▇ & SON LIMITED
By:
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Title:
BANK OF MONTREAL
By:
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Title:
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▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ and/or
Cayman Islands Branch
By:
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Title:
By:
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Title:
BANK OF BERMUDA
By:
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Title:
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