AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as
of March 23, 1998, is entered into by and among RenaissanceRe Holdings Ltd., a
company organized under the laws of Bermuda (the "Company"), Warburg, Pincus
Investors, L.P., a Delaware limited partnership ("Warburg"), PT Investments,
Inc., a Delaware corporation ("PT Investments"), GE Investment Private Placement
Partners I-Insurance, Limited Partnership, a Delaware limited partnership
("Insurance L.P."), United States Fidelity and Guaranty Company, a Maryland
corporation ("USF&G"), and the individuals whose names and addresses appear on
Schedule I hereto, as such Schedule I may be amended from time to time (the
"Management Investors") (Warburg, PT Investments, Insurance L.P. and USF&G are
referred to herein as the "Institutional Investors" and each of Warburg, PT
Investments, Insurance L.P., USF&G and each of the Management Investors are
referred to herein individually as an "Investor" and collectively as the
"Investors").
R E C I T A L S
WHEREAS, the authorized capital shares of the Company consist of
(i) common shares, par value $1.00 per share (the "Full Voting Common Shares"),
(ii) Diluted Voting Class I Common Shares, par value $1.00 per share (the "DVI
Shares"), (iii) Diluted Voting Class II Common Shares, par value $1.00 per share
(the "DVII Shares") (the Full Voting Common Shares, DVI Shares and DVII Shares
are collectively referred to herein as the "Common Shares") and (iv) preference
shares, par value $1.00 per share;
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; and
WHEREAS, Schedule I hereto sets forth, for each of the Investors,
the number of Common Shares to which such registration rights relate.
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) an "ERISA Conflict" shall be deemed to result for the
purposes of this Agreement, as to any contemplated action, if PT
Investments 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;
(iii) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended;
(iv) the term "Holder" shall mean any holder of Registrable
Securities;
(v) the term "Initiating Holder" shall mean: (i) on any date
that is prior to June 30, 1998, any Holder or Holders (other than
Holders who are Management Investors) who in the aggregate are Holders
of more than 10% of the then outstanding Registrable Securities, (ii) at
any time on or after June 30, 1998, any Holder or Holders (other than
Holders who are Management Investors) who in the aggregate are Holders
of more than 5% of the then outstanding Registrable Securities and (iii)
at any from the date hereof, Insurance L.P. and its permitted
transferees and assigns, for so long as Insurance L.P. or such
transferees and assigns shall own more than 5% of the then outstanding
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) any Common
Shares held by an Investor, (B) any additional Common Shares acquired by
the Investors, including any Full Voting Common Shares issued to
Management Investors upon the exercise of options granted under the
RenaissanceRe Holdings
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Ltd. Amended and Restated 1993 Stock Incentive Plan (the "Incentive
Plan"), 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 or DVII Shares only if it shall be
a condition to the delivery of the DVI Shares or DVII Shares
contemplated by such registration that, immediately following the sale
thereof by the holder, such DVI Shares or DVII Shares shall be converted
into Full Voting Common Shares.
(viii) "Registration Expenses" shall mean all expenses incurred
by the Company in compliance with Sections 1(b) and 1(c) 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 each of the Holders, 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) Requested Registration.
(i) Request for Registration. If the Company shall receive from
an Initiating Holder, at any time, a written request that the Company
effect any registration with respect to all or a part of the Registrable
Securities, the Company shall:
(A) promptly give written notice of the proposed
registration to all other Holders of Registrable Securities; and
(B) as soon as practicable, use all reasonable efforts to
effect such registration (including, without limitation, the
execution of an undertaking to file post-effective amendments,
appropriate qualification under applicable blue sky or other
state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act, and the
participation by Company officers in road show presentations, as
such participation may be reasonably requested by the
underwriters of an underwritten offering) as may be so
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requested and as would permit or facilitate the sale and
distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written
request received by the Company within 10 business days after
written notice from the Company is given under Section 1(b)(i)(A)
above; provided that the Company shall not be obligated to
effect, or take any action to effect, any such registration
pursuant to this Section 1(b):
(x) 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;
(y) After the Company has effected (i) two such
registrations pursuant to this Section 1(b) requested by
each of Warburg and USF&G and (ii) three such
registrations pursuant to this Section 1(b) requested by
PT Investments and/or Insurance L.P. and such
registrations have been declared or ordered effective by
the Commission and the sales of such Registrable
Securities shall have closed; or
(z) If the Registrable Securities requested by all
Holders to be registered pursuant to such request are not
anticipated to result in aggregate proceeds (before
deduction of any underwriting discounts and commissions)
of at least $25,000,000, or consist of at least 1,000,000
Common Shares.
The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Section 1(b)(ii)
below, include other securities of the Company which are held by
officers or directors of the Company, or which are held by persons who,
by virtue of agreements with the Company, are entitled to include their
securities in any such registration, but the Company's right to include
any of its securities in any such registration shall be subject to the
limitations set forth in Section 1(b)(ii) below.
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The registration rights set forth in this Section 1(b) shall be
assignable, in whole or in part, to any transferee of Common Shares
provided such transferee agrees to be bound by all provisions of this
Agreement.
(ii) Underwriting. If the Initiating Holders intend to distribute
the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their
request made pursuant to Section 1(b).
If officers or directors of the Company holding Common Shares
(other than Registrable Securities) shall request inclusion in any
registration pursuant to Section 1(b), or if holders of securities of
the Company other than Registrable Securities who are entitled, by
contract with the Company or otherwise, to have securities included in
such a registration (the "Other Shareholders") request such inclusion,
the Holders shall offer to include the securities of such officers,
directors and Other Shareholders in the underwriting and may condition
such offer on their acceptance of the further applicable provisions of
this Section 1. The Holders whose shares are to be included in such
registration and the Company shall (together with all officers,
directors and Other Shareholders proposing to distribute their
securities (other than Registrable Securities) through such
underwriting) enter into an underwriting agreement in customary form
with the representative of the underwriter or underwriters selected for
such underwriting by the Initiating Holders and reasonably acceptable to
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 advises the Holders in writing that marketing factors
require a limitation on the number of shares to be underwritten, then
the securities of the Company held by officers or directors (other than
Registrable Securities) of the Company and the securities held by Other
Shareholders shall be excluded from such registration to the extent so
required by such limitations. If, after the exclusion of such shares,
further reductions are still required, the number of shares included in
the registration by each Holder shall be reduced on a pro rata basis
(based on the number of shares held by the respective Holders) by such
minimum number of shares as is necessary to comply with such request. No
Registrable Securities or any other securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall
be included in such registration. If any officer, director or Other
Shareholder who has requested inclusion in such registration as provided
above disapproves of the terms of the underwriting, such person may
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elect to withdraw therefrom by written notice to the Company, the
underwriter and the Initiating Holders. The securities so withdrawn
shall also be withdrawn from registration. If the underwriter has not
limited the number of Registrable Securities or other securities to be
underwritten, the Company may include its securities for its own account
in such registration if the representative so agrees and if the number
of Registrable Securities and other securities which would otherwise
have been included in such registration and underwriting will not
thereby be limited.
(iii) Notwithstanding the foregoing, if the Company shall furnish
to Holders requesting the filing of a registration statement pursuant to
this Section 1(b), a certificate signed by the President or Chief
Executive Officer of the Company stating that in the good faith judgment
of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its shareholders for such registration
statement to be filed and it is therefore essential to defer the filing
of such registration statement, then the Company shall have the right to
defer such filing for a period of not more than 120 days after receipt
of the request of the Initiating Holders; provided however, that the
Company may not utilize this right more than once in any twelve (12)
month period.
(c) Company Registration.
(i) 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) promptly give to each of the Holders 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
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requests, made by the Holders within fifteen (15) days after
receipt of the written notice from the Company described in
clause (i) above, except as set forth in Section 1(c)(ii) below.
Such written request may specify all or a part of the Holders'
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 each of the Holders as a part of the written
notice given pursuant to Section 1(c)(i)(A). In such event, the right of
each of the Holders to registration pursuant to this Section 1(c) shall
be conditioned upon such Holders' participation in such underwriting and
the inclusion of such Holders' Registrable Securities in the
underwriting to the extent provided herein. The Holders whose shares are
to be included in such registration shall (together with the Company and
the Other Shareholders distributing their securities through such
underwriting) 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(c),
if the representative determines that marketing factors require a
limitation on the number of shares to be underwritten, the Company shall
so advise all holders of securities requesting registration, 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, directors and
Other Shareholders 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 each of the Holders shall be
reduced, on a pro rata basis (based on the number of shares held by such
Holder), by such minimum number of shares as is necessary to comply with
such limitation. If any of the Holders or any officer, director or Other
Shareholder 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 and Transferability. Each of the Holders shall be
entitled to have its shares included in an unlimited
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number of registrations pursuant to this Section 1(c). The registration
rights granted pursuant to this Section 1(c) shall be assignable, in
whole or in part, to any transferee of the Common Shares provided such
transferee agrees to be bound by all provisions of this Agreement.
(d) 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, Holders of Registrable Securities 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 such holders),
subject only to the following:
(i) The Company shall not be required to effect a registration
pursuant to this Section 1(d) unless the Holder or Holders of
Registrable Securities requesting registration propose 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(d) within 180 days of the effective date of
the most recent registration pursuant to this Section 1(d) in which
securities held by the requesting Holder could have been included for
sale or distribution.
(iii) The Company shall not be required to effect a registration
pursuant to this Section 1(d) if the Company shall furnish to the
Holders 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
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 Holder or
Holders under this Section 1(d).
(iv) The Company shall not be obligated to effect any
registration pursuant to this Section 1(d) 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
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as may be required by the Securities Act or applicable rules or
regulations thereunder.
The Company shall give written notice thereof to all Holders of
Registrable Securities within five days of the receipt of a request for
registration pursuant to this Section 1(d) and shall provide a reasonable
opportunity for other Holders of Registrable Securities to participate in the
registration, provided that if the registration is for an underwritten offering,
the terms of Section 1(b)(ii) shall apply to all participants in such offering.
Subject to the foregoing, the Company will use its best efforts to effect
promptly the registration of all shares of Registrable Securities on Form S-3 to
the extent requested by the Holder or Holders thereof for purposes of
disposition.
(e) 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 Holders of the securities so registered pro rata on the basis of
the number of their shares so registered; 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 any of the Holders, as applicable,
the registration statement does not become effective, in which case each of the
Holders and Other Shareholders requesting registration shall bear such
Registration Expenses pro rata on the basis of the number of their shares so
included in the registration request, and provided, further, that such
registration shall not be counted as a registration pursuant to Section
1(b)(i)(B)(y).
(f) Registration Procedures. In the case of each registration
effected by the Company pursuant to this Section 1, the Company will keep the
Holders, as applicable, advised in writing as to the initiation of each
registration and as to the completion thereof. At its expense, the Company will:
(i) keep such registration effective for a period of 120 days or
until the Holders, as applicable, have completed the distribution described in
the registration statement relating thereto, whichever first occurs; provided,
however, that (A) such 120-day period shall be extended for a period of time
equal to the period during which the Holders, as applicable, refrain from
selling any securities included in such registration in accordance with
provisions in Section 1(j) hereof; and (B) in the case of any registration of
Registrable Securities on Form S-3 which are intended to be offered on a
continuous or delayed basis, such 120-day period shall be extended until all
such Registrable Securities are sold, provided that Rule 415, or any successor
rule
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under the Securities Act, permits an offering on a continuous or delayed basis,
and provided further that applicable rules under the Securities Act governing
the obligation to file a post-effective amendment permit, in lieu of filing a
post-effective amendment which (y) includes any prospectus required by Section
10(a)(3) of the Securities Act or (z) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be included
in (y) and (z) above to be contained in periodic reports filed pursuant to
Section 13 or 15(d) of the Exchange Act in the registration statement; and
(ii) furnish such number of prospectuses and other documents incident
thereto as each of the Holders, as applicable, from time to time may reasonably
request.
(g) Indemnification.
(i) The Company will indemnify each of the Holders, as
applicable, each of its officers, directors and partners, and each
person controlling each of the Holders, 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 Holders, each of its officers, directors and partners, and each
person controlling each of the Holders, 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 any Holder with respect to such Holder or
underwriter with respect
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to such underwriter and stated to be specifically for use therein.
(ii) Each of the Holders will, if Registrable Securities held by
it 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 underwriter, if any, of the
Company's securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning
of the Securities Act and the rules and regulations thereunder, each
Other Shareholder and each of their officers, directors, and partners,
and each person controlling such Other Shareholder 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 such Holder contained in any such
registration statement, prospectus, offering circular or other document
made by such Holder, or any omission (or alleged omission) to state
therein a material fact with respect to such Holder required to be
stated therein or necessary to make the statements by such Holder
therein not misleading, and will reimburse the Company and such Other
Shareholders, 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 such
Holder with respect to such Holder and stated to be specifically for use
therein; provided, however, that the obligations of each of the Holders
hereunder shall be limited to an amount equal to the proceeds to such
Holder of securities sold as contemplated herein.
(iii) Each party entitled to indemnification under this Section
1(g) (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
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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(g) 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 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
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provisions in such underwriting agreement shall be controlling.
(vi) The foregoing indemnity agreement of the Company and Holders
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(g) shall be made as the related
claims, losses, damages, liabilities or expenses are incurred.
(h) Information by the Holders. Each of the Holders and each
Other Shareholder holding securities included in any registration, shall furnish
to the Company such information regarding such Holder or Other Shareholder and
the distribution proposed by such Holder or Other Shareholder 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. The Institutional 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 such Institutional
Investors shall not be required to provide any indemnification with respect to
any registration statement except as specifically provided for in Section
1(g)(ii) hereof.
(i) Rule 144 Reporting.
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;
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(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 Holder owns any Registrable Securities,
furnish to the Holder 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 Holder may reasonably
request in availing itself of any rule or regulation of the
Commission allowing the Holder to sell any such securities
without registration.
(j) "Market Stand-off" Agreement. Each of the Holders 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 such Holder 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.
If requested by the underwriters, the Holders 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(j) shall be binding upon any transferee who acquires Registrable
Securities, whether or not such transferee is entitled to the registration
rights provided hereunder.
(k) Termination. The registration rights set forth in this
Section 1 shall not be available to any Holder if, in the opinion of counsel to
the Company, all of the Registrable Securities then owned by such Holder could
be sold in any 90-day period pursuant to Rule 144 under the Act (without giving
effect to the provisions of Rule 144(k)).
SECTION 2. 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.
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(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 USF&G, at 6225 Centennial Way, Baltimore,
Maryland 21209, Attention: Dan L. Hale, with a copy to: Corporate
Secretary, or at such other address as it may have furnished the
Company in writing;
(B) if to Warburg, at 466 Lexington Avenue, New York, New
York 10017, Attention: Howard Newman, with a copy to: Kewsong
Lee, or at such other address as it may have furnished the
Company in writing;
(C) if to Insurance L.P., at c/o GE Investment 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 GE Investment may
have furnished the Company in writing;
(D) if to PT Investments, at 3003 Summer Street,
Stamford, Connecticut 06905, Attention: Controller to
Alternative Investments, with a copy to: Associate General
Counsel to Alternative Investments, or such other address as
GE Pension Trust may have furnished the Company in writing; and
(E) 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, 153 East 53rd Street, New York, New
York 10022, 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.
-15-
(d) Entire Agreement; Amendment. 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, dated as of December 27, 1996, by and among the
parties signatory to this Agreement (other than PT Investments and Insurance
L.P.), Trustees of General Electric Pension Trust and GE Investment Private
Placement Partners I, Limited Partnership. This Agreement may be amended, and
the observance of any term of this Agreement may be waived, with (and only with)
the written consent of the Company and each of the Institutional Investors,
provided that new Management Investors may be added as parties to this Agreement
in connection with such individuals purchasing Common Shares upon any such
Management Investor having duly executed a counterpart to this Agreement.
(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 each of the undersigned
parties has executed this Agreement effective for all purposes as of the date
first written above.
RENAISSANCERE HOLDINGS LTD.
By: /s/ John M. Lummis
-----------------------------------
Name: John M. Lummis
Title: Senior Vice President and
Chief Financial Officer
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Kewsong Lee
-----------------------------------
Name: Kewsong Lee
Title: Partner
PT INVESTMENTS, INC.
By: /s/ Michael M. Pastore
-----------------------------------
Name: Michael M. Pastore
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS I-INSURANCE,
LIMITED PARTNERSHIP
By: GE Investment Management
Incorporated, General Partner
By: /s/ Michael M. Pastore
-----------------------------------
Name: Michael M. Pastore
Title: Vice President
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UNITED STATES FIDELITY AND GUARANTY COMPANY
By: /s/ Dan Hale
-----------------------------------
Name: Dan Hale
Title: Executive Vice President
/s/ David A. Eklund
------------------------------------------
David A. Eklund
/s/ Keith S. Hynes
------------------------------------------
Keith S. Hynes
/s/ William I. Riker
------------------------------------------
William I. Riker
/s/ James N. Stanard
------------------------------------------
James N. Stanard
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SCHEDULE I
Investor Number of Shares Held
Warburg, Pincus Investors L.P. 3,873,402
GE Investment Private Placement
Partners I - Insurance,
Limited Partnership 318,213
PT Investments, Inc. 2,448,504
United States Fidelity and
Guaranty Company 2,426,137
David A. Eklund 29,200
Keith S. Hynes 164,956
William I. Riker 145,364
James N. Stanard 905,187
Total(1) 10,310,963
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(1) Does not reflect an aggregate of 365,044 Full Voting Common Shares
issuable upon the exercise of outstanding options granted under the
Incentive Plan as of December 31, 1997, all of which Full Voting Common
Shares are Registrable Securities as defined in Section 1(a)(viii)(b) of
this Agreement.