FOURTH AMENDMENT AGREEMENT
THIS FOURTH AMENDMENT AGREEMENT (this "Amendment"), dated as of March
22, 2002, is among RENAISSANCERE HOLDINGS LTD. (the "Borrower"), the Lenders
listed on the signature pages hereto, DEUTSCHE BANK AG, 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 Credit
Agreement dated as of October 5, 1999, as amended to date (the "Credit
Agreement");
WHEREAS, the parties hereto wish to further 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 Fourth Amendment Effective Date (as defined below), the
Credit Agreement shall be amended as follows:
(a) Amendments to Section 1.1. Section 1.1 of the Credit Agreement is
amended as follows:
(i) The definition of "Insurance Subsidiary" is amended by
inserting the following at the end thereof, "by issuing Primary
Policies or entering into Reinsurance Agreements".
(ii) The definition of "Material Subsidiary" is amended as
follows:
(x) in clause (a), the parenthetical is amended in its
entirety to read as follows: (other than Stonington Insurance
Company, f/k/a Nobel Insurance Company); and
(y) in the proviso, the word "Nobel" is deleted and the word
"Stonington" inserted therefor.
(iii) Clause (a) of the definition of "Permitted Investments" is
amended by deleting the phrase ", maturing not more than one year after
such time,".
(iv) The definition of "Reporting Subsidiary" is amended deleting
the word "Nobel" and inserting "Stonington" therefore.
(v) The definition of "Subsidiary" is amended by inserting the
following at the end thereof:
"; provided, however, that neither DaVinciRe Holdings Ltd.
nor DaVinci Reinsurance Ltd. shall be deemed to be a
Subsidiary of the Borrower."
(b) Amendment to Section 1.3. The first sentence of Section 1.3 of the
Credit Agreement is amended by inserting the following at the end thereof:
; provided, however, that for purposes of calculating the
financial covenants, the financial statements required under
Section 6.1(a) shall be adjusted so that DaVinciRe Holdings
Ltd. and DaVinci Reinsurance Ltd. shall be accounted for
under the equity method rather than consolidated as
Subsidiaries.
(c) Amendment to Section 7.7. Clause (ix) of Section 7.7 of the Credit
Agreement is amended in its entirety to read as follows:
(ix) attachments, judgments and other similar Liens for sums
of $5,000,000 or more (excluding (x) 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
and (y) all such Liens on assets of Subsidiaries that are not
Material Subsidiaries) 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;
(d) Amendment to Article VII. Article VII is amended by inserting the
following new Section 7.12 at the end thereof:
Section 7.12 Investments in DaVinci Entities. Not, and
not permit its Subsidiaries to, (i) incur Contingent
Liabilities or otherwise provide credit support (including
granting a Lien on any of its assets for the Debt of
DaVinciRe Holdings Ltd. or DaVinci Reinsurance Ltd. or (ii)
make any loans to purchase or redeem any capital stock of or
otherwise make any investment in DaVinciRe Holdings Ltd. or
DaVinci Reinsurance Ltd. during the existence or continuation
of any Default or Event of Default.
(e) Amendment to Section 8.1(m). Section 8.1(m) of the Credit Agreement
is amended by inserting the word "Material" immediately before the word
"Subsidiary".
(f) Amendment to Schedule 5.13. Schedule 5.13 of the Credit Agreement
is amended by deleting "Nobel Insurance Company" and inserting "Stonington
Insurance Company" 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 both before and after giving effect
to the Amendment that:
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(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 V of the Credit
Agreement are true and correct as of the date hereof and the Fourth Amendment
Effective Date, with the same effect as though made on such date; provided that
(i) with respect to clause (a) of Section 5.2, the reference to "1998 Fiscal
Year" therein shall instead by a reference to "2001 Fiscal Year" and (ii) with
respect to clause (a) of Section 5.3, the reference to "December 31, 1998" shall
instead be a reference to "December 31, 2001" and the reference to "the six
months ended June 30, 1999" shall instead be a reference to "the nine months
ended September 30, 2001".
Section 4. Conditions to Effectiveness. The Amendments set forth in Section
2 hereof shall become effective on the date (the "Fourth 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 Illinois. 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:
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Title:
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BANK OF AMERICA, NATIONAL ASSOCIATION, as
Administrative Agent and Lender
By:
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Title:
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FLEET NATIONAL BANK
By:
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Title:
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MELLON BANK, N.A.
By:
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Title:
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THE BANK OF N.T. XXXXXXXXXXX & SON
LIMITED.
By:
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Title:
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WACHOVIA BANK N.A.
(f/k/a FIRST UNION NATIONAL BANK)
By:
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Title:
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DEUTSCHE BANK AG, New York and/or Cayman
Islands Branch, as Lender
By:
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Title:
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By:
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Title:
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DEUTSCHE BANK AG, New York Branch, as LC
Issuer
By:
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Title:
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By:
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Title:
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BANK OF BERMUDA
By:
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Title:
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CITIBANK, N.A.
By:
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Title:
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