EXECUTION COPY
INVESTORS' RIGHTS AGREEMENT
This INVESTORS' RIGHTS AGREEMENT, dated as of April 3, 2001, is entered
into by and among RenaissanceRe Holdings Ltd., a company organized under the
laws of Bermuda (the "Company"), PT Investments, Inc., a Delaware corporation
("PT Investments") and Kingsway PT Limited Partnership ("Kingsway"). PT
Investments and Kingsway are referred to herein individually as an "Investor"
and collectively as the "Investors".
RECITALS
WHEREAS, the Company wishes to grant to the Investors rights to have
Common Shares registered under the Securities Act of 1933, as amended (the
"Securities Act"), upon the terms and subject to the conditions of this
Agreement;
WHEREAS, Schedule I hereto sets forth the number of Common Shares held
by each Investor; and
WHEREAS, the Company wishes to grant to PT Investments rights to
designate a representative to attend all meetings of the Company's Board of
Directors (the "Board") and any committee thereof in a nonvoting-observer
capacity, upon the terms and subject to the conditions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, the parties hereto hereby agree as
follows:
SECTION 1. REGISTRATION RIGHTS.
(a) Definitions.
As used in this Agreement:
(i) "Commission" shall mean the U.S. Securities and Exchange
Commission or any other federal agency at the time administering the
Securities Act;
(ii) "Common Shares" means any of the Company's Diluted Voting
Class I Common Shares (the "DVI Shares") or full voting Common Shares
("Full Voting Common Shares"), each par value $1.00 per share;
(iii) an "ERISA Conflict" shall be deemed to result for the
purposes of this Agreement, as to any contemplated action, if either of
the Investors shall furnish an opinion of outside counsel to the effect
that a reasonable possibility exists that such action will result in a
violation of the Employee Retirement Income Security Act of 1974, as
amended;
(iv) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended;
(v) the term "Holder" shall mean any holder of Registrable
Securities;
(vi) the terms "register," "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act (and any post-effective
amendments filed or required to be filed) and the declaration or
ordering of effectiveness of such registration statement;
(vii) the term "Registrable Securities" means (A) all of the
DVI Shares held by PT Investments (B) all of the Full Voting Common
Shares held by Kingsway and (C) any capital shares of the Company
issued as a dividend or other distribution with respect to, or in
exchange for or in replacement of, the Common Shares referred to in
clause (A) or (B) above; provided, however, that the Company shall be
required to honor a demand for registration of DVI Shares only if it
shall be a condition to the delivery of the DVI Shares contemplated by
such registration that, immediately following the sale thereof by the
holder, such DVI Shares shall be converted into Full Voting Common
Shares.
(viii) "Registration Expenses" shall mean all expenses
incurred by the Company in compliance with Section 1(b) hereof,
including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company
and all fees and disbursements of counsel for the Investors, blue sky
fees and expenses and the expense of any special audits incident to or
required by any such registration (but excluding the compensation of
regular employees of the Company, which shall be paid in any event by
the Company); and
(ix) "Selling Expenses" shall mean all underwriting discounts
and selling commissions applicable to the sale of Registrable
Securities.
(b) Company Registration.
(i) During any period of time in which PT Investments shall
not have registered any Registrable Securities pursuant to a shelf
registration under Section 1(c) below (but only during such period), if
the Company shall determine to register any of its equity securities
either for its own account or for the account of a security holder or
holders, other than a registration relating solely to employee benefit
plans, or a registration relating solely to a Rule 145 transaction, or
a registration on any registration form which does not permit secondary
sales or does not include substantially the same information as would
be required to be included in a registration statement covering the
sale of Registrable Securities, the Company will:
(A) give, within five (5) business days of the date
the Company expects to file such registration statement, to
the Investors a written notice thereof (which shall include a
list of the jurisdictions in which the Company intends to
attempt to qualify such securities under the applicable blue
sky or other state securities laws); and
(B) include in such registration (and any related
qualification under blue sky laws or other compliance), and in
any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made by
the Investors within two (2) days after receipt of the written
notice from the Company
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described in clause (i) above, except as set forth in Section
1(b)(ii) below. Such written request may specify all or a part
of the Investor's Registrable Securities.
(ii) Underwriting. If the registration of which the Company
gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Investors as a part of
the written notice given pursuant to Section 1(b)(i)(A). In such event,
the rights of the Investors to registration pursuant to this Section
1(b) shall be conditioned upon the Investors' participation in such
underwriting and the inclusion of the Investors' Registrable Securities
in the underwriting to the extent provided herein. The Investors shall
(together with the Company) enter into an underwriting agreement in
customary form with the representative of the underwriter or
underwriters selected for underwriting by the Company, provided that no
underwriter whose selection would result in an ERISA Conflict may
participate in any such underwriting. Notwithstanding any other
provision of this Section 1(b), if the representative determines that
marketing factors require a limitation on the number of shares to be
underwritten, the Company shall so advise the Investors, and the number
of shares of securities that are entitled to be included in the
registration and underwriting shall be allocated in the following
manner: The securities of the Company held by officers and directors of
the Company (other than Registrable Securities) shall be excluded from
such registration and underwriting to the extent required by such
limitation, and, if a limitation on the number of shares is still
required, the number of shares that may be included in the registration
and underwriting by the Investor shall be reduced by such minimum
number of shares as is necessary to comply with such limitation. If the
Investors or any officer or director of the Company disapproves of the
terms of any such underwriting, he may elect to withdraw therefrom by
written notice to the Company and the underwriter. Any Registrable
Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.
(iii) Number. The Investor shall be entitled to have its
shares included in an unlimited number of registrations pursuant to
this Section 1(b).
(c) Form S-3. The Company shall use its best efforts to qualify for
registration on Form S-3 for secondary sales. After the Company has qualified
for the use of Form S-3, PT Investments shall have the right to request
unlimited registrations on Form S-3 (such requests shall be in writing and shall
state the number of shares of Registrable Securities to be disposed of and the
intended method of disposition of shares by the Investor), subject only to the
following:
(i) The Company shall not be required to effect a registration
pursuant to this Section 1(c) unless PT Investments proposes to dispose
of shares of Registrable Securities resulting in aggregate proceeds
(before deduction of underwriting discounts and expenses of sale) of
more than $10,000,000.
(ii) The Company shall not be required to effect a
registration pursuant to this Section 1(c) if the Company shall furnish
to PT Investments a certificate signed by the President or Chief
Executive Officer of the Company stating that in the good faith
judgment of the Board, it would be seriously detrimental to the Company
and its shareholders for such registration statement to be filed and it
is therefore essential to
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defer the filing of such registration statement. In such event, the
Company shall have the right to defer the filing of the registration
statement no more than once during any 12 month period for a period of
not more than 120 days after receipt of the request of the Company
under this Section 1(c).
(iii) The Company shall not be obligated to effect any
registration pursuant to this Section 1(c) in any particular
jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration,
qualification or compliance, unless the Company is already subject to
service in such jurisdiction and except as may be required by the
Securities Act or applicable rules or regulations thereunder.
(d) Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Section 1 shall be borne by the Company, and all Selling Expenses shall be borne
by the Investors; provided, however, that the Company shall not be required to
pay any Registration Expenses if, as a result of the withdrawal of a request for
registration by an Investor, the registration statement does not become
effective, in which case such Investor shall bear such Registration Expenses.
(e) Indemnification.
(i) The Company will indemnify each of the Investors, as
applicable, each of its officers, directors and partners, and each
person controlling each of the Investors, with respect to each
registration which has been effected pursuant to this Section 1, and
each underwriter, if any, and each person who controls any underwriter,
against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any
prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act or
any rule or regulation thereunder applicable to the Company and
relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and will
reimburse each of the Investors, each of its officers, directors and
partners, and each person controlling each of the Investors, each such
underwriter and each person who controls any such underwriter, for any
legal and any other expenses reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such case
to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company by the Investors with
respect to the Investors or underwriter with respect to such
underwriter and stated to be specifically for use therein.
(ii) Each of the Investors will, if Registrable Securities
held by such Investor are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify
the Company, each of its directors and officers and each
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underwriter, if any, of the Company's securities covered by such a
registration statement, and each person who controls the Company or
such underwriter within the meaning of the Securities Act and the rules
and regulations thereunder against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact
with respect to the Investors contained in any such registration
statement, prospectus, offering circular or other document made by the
Investors, or any omission (or alleged omission) to state therein a
material fact with respect to the Investors required to be stated
therein or necessary to make the statements by the Investors therein
not misleading, and will reimburse the Company and such directors,
officers, partners, persons, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with
written information furnished to the Company by the Investors with
respect to the Investors and stated to be specifically for use therein;
provided, however, that the obligations of the Investors hereunder
shall be limited to an amount equal to the proceeds to the Investors of
securities sold as contemplated herein.
(iii) Each party entitled to indemnification under this
Section 1(e) (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly
after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party
to assume the defense of any such claim or any litigation resulting
therefrom provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or any litigation resulting therefrom
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld) and the Indemnified Party may participate in
such defense at such party's expense (unless the Indemnified Party
shall have reasonably concluded that there may be a conflict of
interest between the Indemnifying Party and the Indemnified Party in
such action, in which case the fees and expenses of counsel shall be at
the expense of the Indemnifying Party), and provided further that the
failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this
Section 1 unless the Indemnifying Party is materially prejudiced
thereby. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation. Each Indemnified
Party shall furnish such information regarding itself or the claim in
question as an Indemnifying Party may reasonably request in writing and
as shall be reasonably required in connection with the defense of such
claim and litigation resulting therefrom.
(iv) If the indemnification provided for in this Section 1(e)
is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage or
expense referred to herein, then the Indemnifying Party, in lieu
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of indemnifying such Indemnified Party hereunder, shall contribute to
the amount paid or payable by such Indemnified Party as a result of
such loss, liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on
the one hand and of the Indemnified Party on the other in connection
with the statements or omissions which resulted in such loss,
liability, claim, damage or expense, as well as any other relevant
equitable considerations. The relative fault of the Indemnifying Party
and of the Indemnified Party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified
Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.
(v) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with any underwritten
public offering contemplated by this Agreement are in conflict with the
foregoing provisions, the provisions in such underwriting agreement
shall be controlling.
(vi) The foregoing indemnity agreement of the Company and the
Investors is subject to the condition that, insofar as they relate to
any loss, claim, liability or damage made in a preliminary prospectus
but eliminated or remedied in the amended prospectus on file with the
Commission at the time the registration statement in question becomes
effective or the amended prospectus filed with the Commission pursuant
to Commission Rule 424(b) (the "Final Prospectus"), such indemnity
agreement shall not inure to the benefit of any underwriter if a copy
of the Final Prospectus was furnished to the underwriter and was not
furnished to the person asserting the loss, liability, claim or damage
at or prior to the time such action is required by the Securities Act.
(vii) Any indemnification payments required to be made to an
Indemnified Party under this Section 1(e) shall be made as the related
claims, losses, damages, liabilities or expenses are incurred.
(f) Information by the Investor. Each of the Investors shall furnish to
the Company such information regarding the Investor and the distribution
proposed by such Investor as the Company may reasonably request in writing and
as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Section 1. In addition, the PT
Investments shall from time to time notify the Company of any sales made under
any shelf registration hereunder, and shall promptly notify the Company when it
has sold all of the shares covered by any such registration statement. The
Investors shall not be required, in connection with any underwriting
arrangements entered into in connection with any registration, to provide any
information, representations or warranties, or covenants with respect to the
Company, its business or its operations and the Investors shall not be required
to provide any indemnification with respect to any registration statement except
as specifically provided for in Section 1(e)(ii) hereof.
(g) Rule 144 Reporting.
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With a view to making available the benefits of certain rules and
regulations of the Commission which may permit the sale of the restricted
securities to the public without registration, the Company agrees to:
(A) make and keep public information available as
those terms are understood and defined in Rule 144, at all
times from and after 90 days after the date hereof;
(B) use its best efforts to file with the Commission
in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act at
all times that it is subject to such reporting requirements;
and
(C) so long as the Investor owns any Registrable
Securities, furnish to the Investor upon request, a written
statement by the Company as to its compliance with the
reporting requirements of Rule 144, and of the Securities Act
and the Exchange Act (it is subject to such reporting
requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so
filed as the Investor may reasonably request in availing
itself of any rule or regulation of the Commission allowing
the Investor to sell any such securities without registration.
(h) "Market Stand-off" Agreement. Each of the Investors agrees, if
requested by the Company and an underwriter of Common Shares (or other
securities) of the Company, not to sell or otherwise transfer or dispose of any
Common Shares (or other securities) of the Company held by the Investors during
the 90-day period following the effective date of a registration statement of
the Company filed under the Securities Act; provided, that all officers and
directors of the Company enter into similar agreements on terms no more
favorable than the Investors and such agreements have not been waived; and
provided, further that the Investors shall not be required to restrict the
transfer of up to 500,000 Common Shares covered by a shelf registration pursuant
to Section 1(c) above or otherwise eligible for sale in the public market.
If requested by the underwriters, the Investors shall execute a
separate agreement to the foregoing effect. The Company may impose stop-transfer
instructions with respect to the Common Shares (or other securities) subject to
the foregoing restriction until the end of said 90-day period. The provisions of
this Section 1(h) shall be binding upon any transferee who acquires Registrable
Securities, whether or not such transferee is entitled to the registration
rights provided hereunder.
SECTION 2. OBSERVATION RIGHTS.
For so long as PT Investments owns at least 741,229 Common Shares, PT
Investments shall have the right to designate a representative, acceptable to
the Company (which acceptance shall not be unreasonably withheld), to attend all
meetings of the Board and any committees thereof in a nonvoting-observer
capacity and the Company shall give such representative copies of all minutes,
consents and other material it provides to its directors; provided, however,
that such representative shall agree to hold in confidence and trust all
information so provided; and
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provided further, that the Company reserves the right to withhold any
information and to exclude such representative from any meeting or portion
thereof if access to such information or attendance at such meeting could
adversely affect the attorney-client privilege between the Company and its
counsel. The Company shall reimburse the reasonable out-of-pocket expenses
incurred by PT Investments' designee in connection with traveling to and
attending meetings of the Company's Board.
SECTION 3. MISCELLANEOUS.
(a) Assignability. This Agreement shall be binding upon and inure to
the benefit of the respective heirs, personal representatives, successors and
assigns of the parties hereto.
(b) Notices. All communications under this Agreement shall be in
writing and shall be delivered by hand or mailed by overnight courier or by
registered or certified mail, postage prepaid:
(A) if to either of the Investors at c/o GE Asset
Management Incorporated, 3003 Summer Street, Stamford,
Connecticut 06905, Attention: Controller to Alternative
Investments, with copies to: Associate General Counsel to
Alternative Investments and GE Investment, 2029 Century Park
East, Suite 1230, Los Angeles, California 90067, or at such
other address as PT Investment may have furnished the Company
in writing;
(B) if to the Company, at its offices, currently
Renaissance House, East Broadway, Pembroke HMGX, Bermuda,
marked for the attention of the President, with a copy to the
Secretary of the Company, or at such other address as it may
have furnished in writing to each of the Institutional
Investors, with a copy to: Willkie Farr & Gallagher, 787
Seventh Avenue, New York, New York 10019, Attention: John S.
D'Alimonte.
(ii) Any notice so addressed shall be deemed to be given: if
delivered by hand, on the date of such delivery; if mailed by courier,
on the first business day following the date of such mailing; and if
mailed by registered or certified mail, on the third business day after
the date of such mailing.
(c) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(d) Entire Agreement; Termination. This Agreement constitutes the
entire understanding of the parties hereto with respect to the matters to which
it relates and supercedes all prior understandings among such parties with
respect to such matters, including without limitation the Amended and Restated
Registration Rights Agreement (the "Old Registration Rights Agreement") and the
Amended and Restated Shareholders Agreement (the "Old Shareholders Agreement"),
both dated as of March 23, 1998, by and among the parties signatory to this
Agreement, Warburg, Pincus Investors, L.P., GE Investment Private Placement
Partners I-Insurance, Limited Partnership, United States Fidelity and Guaranty
Company, and for the Old Registration Rights Agreement only, the individuals
whose names and addresses appear on Schedule I thereto. This Agreement may be
amended, and the observance of any term of this
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Agreement may be waived, with (and only with) the written consent of the Company
and the Investors.
PT Investments and the Company hereby each irrevocably terminate all
rights, obligations and covenants relating to or arising out of each of the Old
Registration Rights Agreement and the Old Shareholders Agreement, effective
immediately. Following such termination, neither party hereto shall have any
surviving rights, duties or obligations of any kind whatsoever pursuant to or
arising out of such terminated agreements.
(e) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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IN WITNESS WHEREOF, the Company and the Investors have executed this
Agreement effective for all purposes as of the date first written above.
RENAISSANCERE HOLDINGS LTD.
By: /s/ James N. Stanard
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Name: James N. Stanard
Title: Chairman, President and Chief
Executive Officer
By: /s/ John M. Lummis
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Name: John M. Lummis
Title: Executive Vice President and Chief
Financial Officer
PT INVESTMENTS, INC.
By: /s/ Michael M. Pastore
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Name: Michael M. Pastore
Title: Vice President
KINGSWAY PT LIMITED PARTNERSHIP
BY: Kingsway One PT Corporation
By: /s/ Michael M. Pastore
--------------------------------------------
Name: Michael M. Pastore
Title: Vice President
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SCHEDULE I
INVESTOR NUMBER OF SHARES HELD
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PT Investments, Inc. 1,448,504 Diluted Voting Common Shares
Kingway PT Limited Partnership 323,700 Full Voting Common Shares
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