FIRST AMENDMENT AGREEMENT
THIS FIRST AMENDMENT AGREEMENT (this "Amendment"), dated as of
September 22, 2000, 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 (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 First 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 "Debt to Capital Ratio" is amended in its
entirety to read as follows:
"Debt to Capital Ratio" means the ratio of (a) Consolidated Debt
to (b) the sum of Net Worth plus Excess Catastrophe Losses plus
Consolidated Debt.
(b) The following new definition is inserted in Section 1.1 in its
proper alphabetical order:
"Excess Catastrophe Losses" means that part of any losses
recognized by the Borrower or any of its Subsidiaries under the terms
of any Catastrophe Bonds, Reinsurance Agreements or other similar
arrangements during any Fiscal Quarter that are in excess of
$30,000,000.
2.2 Amendment to Section 5.2 and Schedule 5.2(a). Section 5.2 of the
Credit Agreement is amended by deleting the reference to "Schedule 5.2(a)" and
inserting "Schedule 5.2" therefor and Schedule 5.2(a) to the Credit Agreement is
redesignated as Schedule 5.2.
2.3 Amendment to Section 5.3(c). Section 5.3(c) of the Credit Agreement
is amended in its entirety to read as follows:
"(c) Except as set forth on Schedule 5.3, there has been no
change in the business, assets, operations or financial condition of
the Borrower or any Subsidiary which has had or could reasonably be
expected to have a Material Adverse Effect since December 31, 1998;
provided, however, that, so long as no violation of Section 7.2 shall
have occurred and be continuing as a result thereof, the occurrence of
losses that give rise to or result in Excess Catastrophe Losses shall
not be deemed to have a Material Adverse Effect."
2.4 Amendment to Section 7.2. Section 7.2 of the Credit Agreement is
amended in its entirety to read as follows:
"Not permit Net Worth to be less than the greater of (x)
$175,000,000 and (y) 125% of Consolidated Debt (including RenRe
Catastrophe-Linked Securities) at any time and not request any increase
in the outstanding Credit Extensions unless, after giving effect to
such requested Credit Extension, the sum of (i) Net Worth plus (ii)
Excess Catastrophe Losses shall be greater than (y) $175,000,000 and
(z) 125% of Consolidated Debt (including RenRe Catastrophe-Linked
Securities)."
2.5 Amendment to Section 8.1(f). Section 8.1(f) of the Credit Agreement
is amended by deleting the words "30 days" each time they appear and inserting
"14 days" therefor.
2.6 Amendment to Schedule 1.2. Schedule 1.2 of the Credit Agreement is
deleted and Schedule 1.2 hereto is substituted therefor.
2.7 Amendment to Schedule 5.2(b). Schedule 5.2(b) to the Credit
Agreement is redesignated as Schedule 5.3.
2.8 Amendment to Exhibit A. Paragraph (d) of Exhibit A of the Credit
Agreement is amended in its entirety to read as follows:
"(d) After giving effect to the proposed Borrowing, the sum of
(i) Net Worth plus (ii) Excess Catastrophe Losses shall be greater than
(y) $175,000,000 and (z) 125% of Consolidated Debt (including RenRe
Catastrophe-Linked Securities)."
2.9 Amendment to Exhibit B. Clause (d) of Exhibit B is amended in its
entirety to read as follows:
"(d) After giving effect to the proposed [CONVERSION]
[CONTINUATION], the sum of (i) Net Worth plus (ii) Excess Catastrophe
Losses shall be greater than (y) $175,000,000 and (z) 125% of
Consolidated Debt (including RenRe Catastrophe-Linked Securities)."
2.10 Amendment to Exhibit C. Schedule 2 of Exhibit C of the Credit
Agreement is deleted and Schedule 2 attached hereto is substituted 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:
(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 First
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 "1999 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, 1999" and the reference
to "the six months ended June 30, 1999" shall instead be a reference to "the
three months ended March 31, 2000".
Section 4. Conditions to Effectiveness. The Amendments set forth in
Section 2 hereof shall become effective on the date (the "First 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.
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. BUTTERFIELD & SON LIMITED.
By:
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Title:
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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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SCHEDULE 1.2
Pricing Grid
- -----------------------------------------------------------------------------------------------------------------------------------
PRICING PRICING PRICING PRICING PRICING PRICING LEVEL
LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V VI
- ------------------------- ------------------- --------------- ---------------- ----------------- ----------------- ----------------
(Less
than
or
equal
S&P/Moody's Rating to) BB+/Ba1 BBB-/Baa3 BBB/Baa2 BBB+/Baa1 A-/A3 A/A2 or above
- ------------------------- ------------------- --------------- ---------------- ----------------- ----------------- ----------------
Offshore Rate 1.500% 0.875% 0.750% 0.625% 0.500% 0.400%
- ------------------------- ------------------- --------------- ---------------- ----------------- ----------------- ----------------
Non-Use Fee Rate 0.400% 0.275% 0.225% 0.175% 0.150% 0.125%
- ------------------------- ------------------- --------------- ---------------- ----------------- ----------------- ----------------
LC Fee 1.500% 0.875% 0.750% 0.625% 0.500% 0.400%
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- --------------------------------------------------------------------------------------------------------------------
USAGE LEVEL I USAGE LEVEL II
- --------------------------------------------------------------------------------------------------------------------
Less than 50% of Commitments used by Loans 50% or more of Commitments used by
and LC Obligations Loans and LC Obligations
- --------------------------------------------------------------------------------------------------------------------
Utilization Fee 0.00% 0.10%
- --------------------------------------------------------------------------------------------------------------------
In the event senior unsecured debt ratings are assigned to the Borrower by both
S&P and Moody's, pricing will be based on the higher of the senior unsecured
debt ratings from either S&P or Moody's in the event of a single split rating,
and one Pricing Level below the higher rating in the event of a double (or more)
split rating. If no senior unsecured debt rating has been assigned to the
Borrower by either S&P or Moody's, the Pricing Level will be set at two rating
levels below the Financial Strength Rating for Renaissance Reinsurance Ltd.
issued by either S&P or Moody's (e.g. a Financial Strength Rating of "A" issued
by S&P would equate to an implied senior unsecured debt rating of BBB+ and
Pricing Level IV). In the event of a single split Financial Strength Rating, the
Pricing Level will be two Pricing Levels below the lowest Financial Strength
Rating (e.g. a Financial Strength Rating of A/A3 would result in a Pricing Level
III) and in the event of a double (or more) split Financial Strength Rating, the
Pricing Level will be two Pricing Levels below the Pricing Level which is one
Pricing Level above the higher Financial Strength Rating ( e.g. a split
Financial Strength Rating of A/Baa1 would result in Pricing Level III). If
neither a senior unsecured debt rating nor a financial strength rating has been
assigned, Pricing Level I shall apply.
SCHEDULE 2
I. Section 7.1 - Debt to Capital Ratio.
A. Consolidated Debt (other than RenRe
Catastrophe-Linked Securities) $__
B. RenRe Catastrophe-Linked Securities $__
C. Net Worth $__
D. Excess Catastrophe Losses $__
E. Item C plus D $__
F. Items A plus E $__
G. Ratio of Item A to Item F
H. Items A plus B $__
I. Item A plus B plus Item E $__
J. Ratio of Item H to Item I
[If Item G exceeds .35:1 or Item J exceeds .45:1 a
separate Schedule must be attached setting forth the
extent to which Net Worth has declined from the
previous Calculation Date due solely to operating
losses or unrealized losses on the investment
portfolio in accordance with FASB 115.]
II. Section 7.2 - Net Worth.
A. Net Worth (Item I.C.) $__
B. Consolidated Debt (Item I.A. plus
Item I.B.)
C. Required Amount (greater of $175,000,000
and 125% of Item II.B.) $__
III. Section 7.10 - Dividends Paid.
A. Net Worth (Item I.C.) (if Item III.B.
plus Item III.C exceeds $7,000,000 must
exceed $300,000,000) $__
B. Dividends paid since last
Compliance Certificate $__
C. Capital returned since last
Compliance Certificate $__
IV. Section 6.9 - Investments.
A. Total Investments $__
B. Permitted Investments $__
C. Item B divided by Item A __
D. Required Percentage 80%
The undersigned officer further certifies that, to the best of his/her
knowledge, no Default had occurred and was continuing as of the Calculation
Date.
RENAISSANCERE HOLDINGS LTD.
By:
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Title:
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