EX-10.1






EXHIBIT 10.1




EXECUTION VERSION




FOURTH AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT




This Fourth Amendment to Letter of Credit Reimbursement Agreement, dated as of May 25,
2017 (this “Amendment”), amends the Letter of Credit Reimbursement Agreement, dated as of
November 23, 2015 (as previously amended, the “Agreement”), among Renaissance Reinsurance
Ltd. (the “Borrower”), various lenders party thereto, Bank of Montreal, as Documentation
Agent, Citibank Europe plc, as Collateral Agent, and ING Bank N.V., London Branch, as Letter of
Credit Agent.  Capitalized terms used herein and not otherwise defined shall have the respective
meanings ascribed thereto in the Agreement.



WHEREAS, the parties hereto desire to amend the Agreement in certain respects as hereinafter
set forth;



NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:



SECTION 1. AMENDMENTS. As of the Fourth Amendment Effective Date (as defined below),
the Agreement shall be amended as follows:



1.1 Section 1.1 of the Agreement is amended by adding the following definition in alphabetical
order:



“Fourth Amendment Effective Date” means May 25, 2017.



1.2 Section 1.1 of the Agreement is amended by amending the following definition in its
entirety to read as follows:



“Default” means any event that constitutes, or if it continues uncured, will,
with the lapse of time or the giving of notice or both, constitute, an Event of
Default.



1.3 Section 2.1(a) of the Agreement is amended in its entirety to read as follows:



(a) (i) On the Effective Date, each Lender, upon the terms and conditions set forth
in this Agreement, issued, at the request and for the account of the Borrower, such
Lender’s Applicable Percentage of (x) a Letter of Credit denominated in Dollars with
a stated amount of $360,000,000, which Letter of Credit was previously amended to
have a stated amount of $380,000,000, and (y) a Letter of Credit denominated in
Pounds with a stated amount of £85,000,000, which Letter of Credit was previously
amended to have a stated amount of £90,000,000, in each case, to support the
obligations of the Corporate Member with respect to the Supported Syndicate and (ii)
as of the Fourth Amendment Effective Date, each Lender agrees to (A) amend the
Letter of Credit described in clause (a)(i)(x) above to change the stated amount of
$380,000,000 to a stated amount of $180,000,000 and (B) cancel the Letter of Credit
described in clause (a)(i)(y) above.



Provided there exists no Default, upon notice to the Documentation Agent (which
shall promptly notify the Lenders), the Borrower may from time to time request that
the Letter of Credit described in clause (a)(i)(x) above (as amended in accordance
with clause (a)(ii)(A) above) be amended to increase the stated amount of such
Letter of Credit or issue a new Letter of Credit denominated in Pounds in an
aggregate amount for all such increases or issuances not to exceed $75,000,000 or
the equivalent thereof based on the Conversion Rate as of the date of amendment or
issuance. At the time of sending such notice, the Borrower (in consultation with
the Documentation Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than ten Business Days from
the date of delivery of such notice to the Lenders). Each Lender shall notify the
Documentation Agent within such time period whether or not it agrees to such
increase or new issuance and, if so, whether by an amount equal to, greater than or
less than its Applicable Percentage of such requested increase or new issuance. Any
Lender not responding within such time period shall be deemed to have declined to
make such increase or new issuance. The Documentation Agent shall notify the
Borrower and each Lender of the Lenders’ responses to each request made hereunder.
If the Lenders agree to make such increase or new issuance in accordance with this
paragraph, the Documentation Agent and the Borrower shall determine the final
allocation of such increase or new issuance; provided that unless a Lender declines
to participate in such increase or new issuance or agrees to do so in an amount less
than its then-existing Applicable Percentage, each Lender’s allocation of the
increase or new issuance shall be equal to its then-existing Applicable Percentage;
provided further that if any Lender declines to participate in such increase or new
issuance or agrees to do so in an amount less than its Applicable Percentage, the
Documentation Agent shall notify the other Lenders and shall give the other Lenders
an option to increase their offered amount of such increase or new issuance so that
the requested increase or new issuance may, if such Lenders agree to increase their
offered amounts, equal the full amount requested by the Borrower. If the Lenders
agree to an increase or new issuance as set forth in this paragraph, the Letter of
Credit Agent will amend or issue the applicable Letter of Credit in accordance with
Section 2.4.



1.4 Section 2.4(a) of the Agreement is amended in its entirety to read as follows:



(a) Prior to the issuance of a Letter of Credit or an amendment to a Letter of
Credit described in Section 2.1(a) and as a condition of such issuance or
amendment, the Borrower shall deliver to the Letter of Credit Agent a Letter of
Credit Application signed by the Borrower, together with such other documents or
items as may be required pursuant to the terms thereof and hereof, and the proposed
form and content of such Letter of Credit shall be reasonably satisfactory to the
Letter of Credit Agent. The documents so delivered shall be in compliance with the
requirements set forth in Section 2.1(b), and shall specify therein (i) the
stated amount of the Letter of Credit requested, (ii) the effective date of such
amendment or issuance of such requested Letter of Credit, (iii) whether the Letter
of Credit is to be denominated in Dollars or Pounds and (iv) the aggregate amount of
Letter of Credit Obligations which are outstanding and which will be outstanding
after giving effect to the requested amendment or Letter of Credit issuance. With
respect to an amendment to or issuance of a Letter of Credit described in the second
paragraph of Section 2.1(a), such documents shall also include a
certification by the Borrower that (w) the representations and warranties of the
Borrower set forth in this Agreement and the other Credit Documents are true and
correct in all material respects with the same effect as if then made (except to the
extent relating solely to an earlier date, in which case such representation and
warranty shall have been true and correct as of such earlier date), (x) no Default,
Event of Default or Full Collateralization Event shall exist before or after giving
effect to such issuance or amendment, (y) confirmation from Lloyd’s that the
Managing Agent has submitted all necessary documents regarding its plan to provide
Funds at Lloyd’s and (z) if requested by a Lender, such opinions, certificates and
resolutions as may be reasonably requested. The delivery of the foregoing documents
and information shall constitute a “Letter of Credit Application” for
purposes of this Agreement. Subject to the terms and conditions of
Section 2.1 and provided that (A) the applicable conditions set forth in
Section 9.1 hereof have been satisfied and (B) the Eligible Collateral in
the Collateral Account has a Collateral Value not less than the Required Collateral
Amount after giving effect to the increase in the stated amount or issuance of such
Letter of Credit, the Letter of Credit Agent (on behalf of the Lenders) shall within
the timeframe set forth in Section 2.1, issue or amend a Letter of Credit on
behalf of the Borrower in accordance with the Letter of Credit Agent’s usual and
customary business practices. The Letter of Credit Agent shall give the Lenders
prompt written notice of the issuance of or amendment to any Letter of Credit.



1.5 Section 2.4(b) of the Agreement is amended in its entirety to read as follows:



(b) The Letter of Credit Agent is hereby authorized to execute and deliver each
Letter of Credit and each amendment to a Letter of Credit on behalf of each Lender,
except to the extent a Lender has not agreed to increase the stated amount of such
Letter of Credit or issue a new Letter of Credit pursuant to the second paragraph of
Section 2.1(a). The Letter of Credit Agent shall use the Applicable
Percentage of each Lender under each Letter of Credit as its “Commitment”. The
Letter of Credit Agent shall not amend any Letter of Credit to change the
“Commitment” of a Lender or add or delete a Lender liable thereunder unless such
amendment is done in connection with an assignment in accordance with Section
12.6 or in connection with any amendment or issuance of a Letter of Credit
pursuant to the second paragraph of Section 2.1(a). Each Lender hereby
irrevocably constitutes and appoints the Letter of Credit Agent its true and lawful
attorney-in-fact for and on behalf of such Lender with full power of substitution
and revocation in its own name or in the name of the Letter of Credit Agent to
issue, execute and deliver, as the case may be, each Letter of Credit and each
amendment to a Letter of Credit and to carry out the purposes of this Agreement with
respect to Letters of Credit, except to the extent a Lender has not agreed to
increase the stated amount of such Letter of Credit or issue a new Letter of Credit
pursuant to the second paragraph of Section 2.1(a). Upon request, each
Lender shall execute such powers of attorney or other documents as any beneficiary
of any Letter of Credit may reasonably request to evidence the authority of the
Letter of Credit Agent to execute and deliver such Letter of Credit and any
amendment or other modification thereto on behalf of the Lenders.



2. Representations and Warranties. The Borrower represents and warrants to the Agents
and the Lenders that:



(a) Authorization. The Borrower has the requisite power and authority to execute and
deliver this Amendment and to perform and observe the terms and conditions stated herein and in the
Agreement, and the Borrower has taken all necessary corporate or other action to authorize its
execution, delivery and performance of this Amendment and the Agreement, as amended hereby.



(b) No Conflict. The Borrower’s execution, delivery and performance of this Amendment
do not and will not: (i) violate or contravene its Organizational Documents; (ii) violate or
contravene any order, writ, law, treaty, rule, regulation or determination of any Governmental
Authority, in each case applicable to or binding upon it or any of its property; or (iii) result in
the breach of any provision of, or in the imposition of any lien or encumbrance (except for liens
or encumbrances created under the Credit Documents) under, or constitute a default or event of
default under, any agreement or arrangement to which it is a party or by which it or any of its
property is bound.



(c) Governmental Approvals. No authorization, approval or consent of, or notice to or
filing with, any Governmental Authority is required to be made by the Borrower in connection with
the execution and delivery by the Borrower of this Amendment or the issuance by the Lenders of any
Letter of Credit, or amendment thereto, or other Obligations for the account of the Borrower
pursuant to the Agreement, as amended by this Amendment, except for those which have been duly
obtained, taken, given or made and are in full force and effect.



(d) Enforceability. This Amendment has been duly executed and delivered by the
Borrower and is the legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as affected by (i) applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting the
enforcement of creditors’ rights generally and/or (ii) general principles of equity (regardless of
whether such enforcement is considered in a proceeding at law or in equity) and good faith and fair
dealing.



(e) Representations and Warranties. On the date hereof, each representation and
warranty set forth in Section 7 of the Agreement, as amended by this Amendment, is true and correct
in all material respects on and as of the date hereof with the same effect as if made on and as of
the date hereof (except to the extent any such representation or warranty relates solely to an
earlier date, in which case such representation or warranty was true and correct as of such date).



(f) No Default. No Default, Event of Default or Full Collateralization Event exists
or will exist after giving effect to this Amendment or the issuance of any new Letters of Credit or
amendments to existing Letters of Credit.



3. Effectiveness. This Amendment shall become effective on the date (the “Fourth
Amendment Effective Date”) when the Documentation Agent has received each of the following, in
form and substance satisfactory to the Documentation Agent:



(a) counterparts of this Amendment signed by the Borrower and each other party hereto;



(b) Confirmation from Lloyd’s that the Managing Agent has submitted all necessary documents
regarding its plan to provide Funds at Lloyd’s;



(c) all amounts that are then due and payable pursuant to Section 3 and Section 12.4 of the
Agreement; and



(d) such other documents as any Agent or any Lender may reasonably request.



4. Miscellaneous.



(a) On and after the date hereof, as used in the Agreement, “hereinafter,” “hereto,” “hereof”
and words of like import and all references in the Agreement, the other Credit Documents and the
respective exhibits and schedules thereto shall, unless the context otherwise requires, be deemed
to be references to the Agreement as amended hereby and as further amended from time to time.



(b) Except as expressly amended hereby, the parties hereto agree that the Agreement is
ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance
with its terms and that all provisions of this Amendment are the legally binding and enforceable
agreements of the parties hereto and their permitted successors and assigns.



(c) This Amendment and any claim, controversy, dispute or cause of action (whether in contract
or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions
contemplated hereby shall be governed by, and construed in accordance with, the law of the State of
New York.



(d) The provisions of Sections 12.15 and 12.16 of the Agreement regarding, among other things,
jurisdiction, service of process and waiver of trial by jury, shall apply to this Amendment as if
the same were set out in full herein in this place.



(e) This Amendment may be executed in any number of counterparts and by the different parties
hereto 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 Amendment.  Delivery of a
counterpart hereof, or a signature page hereto, by facsimile or in a .pdf or similar file shall be
effective as delivery of a manually executed original counterpart thereof.



(f) Section captions used in this Amendment are for convenience only and shall not affect the
construction of this Amendment.



[Signature Pages Follow]




IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first above written.




RENAISSANCE REINSURANCE LTD.




By: /s/ Stephen H. Weinstein

Name: Stephen H. Weinstein

Title: SVP, General Counsel, Chief Compliance Officer

& Secretary



1




BANK OF MONTREAL, as Documentation Agent




By: /s/ Benjamin Milot

Name: Benjamin Milot

Title: Vice President




2




BANK OF MONTREAL, LONDON BRANCH, as a Lender




By: /s/ Anthony Ebdon

Name: Anthony Ebdon

Title: MD





By: /s/ Scott Matthews

Name: Scott Matthews

Title: MD




3




CITIBANK EUROPE PLC., as Collateral Agent and a




Lender




By: /s/ Niall Tuckey

Name: Niall Tuckey

Title: Director




4




ING BANK N.V., LONDON BRANCH., as Letter of Credit




Agent and a Lender




By: /s/ N. Marchant

Name: N. Marchant

Title: Director





By: /s/ Alan Prosser

Name: Alan Prosser

Title: Vice President





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