ACCESSION AGREEMENT
This ACCESSION AGREEMENT dated November 8, 1999 among RenaissanceRe
Holdings Ltd. (the "Borrower"), Bank of America, National Association, as
Administrative Agent (the "Administrative Agent"), Deutsche Bank AG, New York
Branch, as LC Issuer (the "LC Issuer") and Mellon Bank, N.A. (the "Additional
Lender") supplements the Credit Agreement dated as of October 5, 1999 (the
"Credit Agreement") among the Borrower, certain financial institutions which are
signatories thereto (the "Lenders"), the LC Issuer and the Administrative Agent.
1. Reference is made to the Credit Agreement. All terms defined therein
shall have the meanings set forth therein when used in this Accession Agreement
unless otherwise defined herein.
2. Effective as of any day on or after the date set forth above and on or
before April 10, 2000 selected by the Borrower upon five Business Days' notice
to the Administrative Agent and the Additional Lender (the "Effective Date"),
the Additional Lender shall be added as a Lender pursuant to the terms of
Section 2.13(b) of the Credit Agreement and shall have all the rights and
obligations as a Lender under the Credit Agreement.
3. The commitment of the Additional Lender shall be $25,000,000 and after
giving effect hereto the aggregate Commitments of all Lenders under the Credit
Agreement shall be $300,000,000.
4. As of the Effective Date, Schedule 2.1 of the Credit Agreement is
amended in its entirety as set forth on Schedule 2.1 hereto.
5. The Additional Lender represents and warrants that:
(i) It is duly organized and existing, has full power and authority to
take, and has taken, all action necessary to execute and deliver this Accession
Agreement and any other documents required or permitted to be executed or
delivered by it in connection with this Accession Agreement and to fulfill its
obligations hereunder and under the Credit Agreement;
(ii) This Accession Agreement has been duly executed and delivered by it
and constitutes the legal, valid and binding obligation of the Additional
Lender, enforceable against the Additional Lender in accordance with the terms
hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium,
reorganization and other laws of general application relating to and effecting
creditors' rights and to general equitable principles.
(iii) It has received a copy of the Credit Agreement and the Schedules and
Exhibits thereto, together with copies of the most recent financial statements
referred to in Section 6.1 of the Credit Agreement, and such other documents and
information as it has deemed appropriate to make its own credit and legal
analysis and decision to enter into this Accession Agreement.
(iv) None of the Agents, the LC Issuer or any Lender has made any
representations or warranties about the creditworthiness of the Borrower or with
respect to the legality, validity, sufficiency or enforceability of the Credit
Agreement or any other Loan Document.
6. In order to induce the Additional Lender, the Issuing Bank and the
Administrative Agent to execute and deliver this Accession Agreement, the
Borrower hereby represents and warrants that no Default or Event of Default has
occurred and is continuing.
7. As hereby supplemented, the Credit Agreement shall remain in full force
and effect.
8. This Accession Agreement is a Loan Document and shall be governed by and
construed in accordance with, the laws of the State of Illinois.
2
IN WITNESS WHEREOF, the parties hereto have caused this Accession Agreement
to be executed by the proper and duly authorized officers as of the day and year
first above written.
RENAISSANCERE HOLDINGS LTD.
By: /s/ John M. Lummis
--------------------------------------
Title: CFO - Senior Vice President
-----------------------------------
DEUTSCHE BANK AG, NEW YORK BRANCH,
as LC Issuer
By: /s/ John S. McGill /s/ Alex Krouk
--------------------------------------
Title: Director / Assistant Vice President
-----------------------------------
BANK OF AMERICA, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ Debra J. Basler
--------------------------------------
Title: Vice President
-----------------------------------
MELLON BANK, N.A., as Additional Lender
By: /s/ Susan M. Whitewood
--------------------------------------
Title: Vice President
-----------------------------------
3
SCHEDULE 2.1
COMMITMENTS
Commitment Pro Rata
Lender Amount Share
- ------ ------ -----
Bank of America, $ 89,000,000.00 29.666666666%
National Association
Fleet National Bank $ 50,000,000.00 16.666666667%
Deutsche Bank $ 60,000,000.00 20.000000000%
Bank of Bermuda $ 35,000,000.00 11.666666667%
First Union National $ 15,000,000.00 5.000000000%
Bank
The Bank of N.T. $ 26,000,000.00 8.666666667%
Butterfield & Son
Limited
Mellon Bank, N.A. $ 25,000,000.00 8.333333333%
--------------- -------------
$300,000,000.00 100.000000000%