EX-10.1






Exhibit 10.1




FIFTH AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT




This Fifth Amendment to Letter of Credit Reimbursement Agreement, dated as of November 8,
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 Fifth Amendment Effective Date (as defined below),
the Agreement shall be amended as follows:



1.1 Amendment to Recital. The first WHEREAS clause is amended by deleting “2017” and
inserting “2018” therefor.



1.2 Amendment to Section 1.1. The definition of “Full Collateralization Event” in
Section 1.1 of the Agreement is amended by deleting the words “December 31, 2017” and inserting
“December 31, 2018” therefor.



1.3 Amendment to Section 2.1(a). The second paragraph of Section 2.1(a) of the
Agreement is amended by deleting the number “$75,000,000” and inserting the number “$150,000,000”
therefor.



1.4 Amendment to Section 2.1(c). Section 2.1(c) of the Agreement is amended by
deleting the words “December 31, 2016” and inserting “December 31, 2017” therefor.



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 “Fifth
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) certified copies of resolutions of the Governing Body of the Borrower authorizing or
ratifying the execution, delivery and performance by the Borrower of this Amendment;



(c) certified copies of all documents evidencing any necessary corporate (or other similar)
action, and any material third-party consents and governmental approvals (if any) required for the
execution, delivery and performance by the Borrower of this Amendment;



(d) confirmation that there have been no changes to the articles or certificate of formation
(or similar charter document) and the bylaws or operating agreement (or similar governing
documents) of the Borrower since the Effective Date;



(e) opinion of Willkie Farr & Gallagher LLP addressed to the Lenders and the Agents confirming
security interests continue in effect after giving effect to this Amendment;



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



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



(h) 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/ Tom Woolgar

Name: Tom Woolgar

Title: MD





By: /s/ William Smith

Name: William Smith

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. J. Marchant

Name: N. J. Marchant

Title: Director





By: /s/ Alan Prosser

Name: Alan Prosser

Title: Vice President





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