Waiver Agreement



 Exhibit 10.3 

 
  

 
 WAIVER AGREEMENT

 by and among 
 RENRE NORTH AMERICA HOLDINGS INC., 
 RENAISSANCERE HOLDINGS LTD.,

 and 
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
 as Trustee 

 
  

Dated as of January 21, 2011 
  

 
 $250,000,000

 RenRe North America Holdings Inc. 
 5.75% Senior Notes due 2020 
  

 
  







 WAIVER AGREEMENT 

This Waiver Agreement, dated as of January 21, 2011 (this “Agreement”), by and among RENRE NORTH AMERICA HOLDINGS
INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), RENAISSANCERE HOLDINGS LTD., a company duly organized and existing under the laws of Bermuda (the
“Guarantor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as trustee under the Indenture (as defined below) (the “Trustee”), is effective upon
the execution hereof by the parties hereto. 
 RECITALS 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 17, 2010, by and among the
Company, the Guarantor and the Trustee (the “Base Indenture”) and a First Supplemental Indenture, dated as of March 17, 2010, by and among the Company, the Guarantor and the Trustee (the “First Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), pursuant to which the Company’s 5.75% Senior Notes Due 2020 (the “Notes”) were issued; 

WHEREAS, in connection with the execution and delivery of the Indenture, the parties hereto delivered that certain Senior Debt Securities
Guarantee Agreement, dated as of March 17, 2010, pursuant to which the Guarantor fully and unconditionally guaranteed the Company’s obligations under the Notes and the Indenture (the “Guarantee”); 

WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of November 18, 2010 (as amended, supplemented or otherwise
modified from time to time, the “SPA”), by and between the Company and QBE Holdings, Inc. (the “Purchaser”), the Company has agreed to sell, and the Purchaser has agreed to purchase, all of the issued and
outstanding shares of capital stock of certain direct and indirect wholly owned subsidiaries of the Company (the “Stock Sale”); 
 WHEREAS, in the absence of a waiver, the consummation of the Stock Sale pursuant to the SPA would cause the Company to violate the covenant contained in Section 8.1 of the Indenture (the
“Sales Covenant”) insofar as the Stock Sale would constitute a sale of the Company’s assets substantially as an entirety and the Purchaser under the Stock Purchase Agreement will not be assuming the Company’s obligations
under the Notes and the Indenture; 
 WHEREAS, the consent of the holders of at least a majority in principal amount of the
Notes then outstanding (the “Requisite Consents”) is required to waive compliance by the Company with the Sales Covenant; 
 WHEREAS, the Company has determined that it is in its best interests to consummate the Stock Sale and, accordingly, has solicited (the “Consent Solicitation”) the consent of the holders
of the Notes (the “Holders”) to a waiver of compliance by the Company with the Sales Covenant as it relates to the Stock Sale (the “Waiver”); 







 WHEREAS, in connection with the Consent Solicitation, the Requisite Consents have been
obtained and thus the Waiver has been approved by the Holders; and 
 WHEREAS, the parties hereto desire to enter into this
Agreement in order to memorialize the Waiver in accordance with the terms of the Indenture. 
 NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the parties hereto hereby mutually covenant and agree as follows: 

ARTICLE I. 

LIMITED WAIVER IN RESPECT OF THE INDENTURE 
 Section 1.1. Waiver. In accordance with the applicable terms of the Indenture, the Holders have permanently and irrevocably waived compliance by the Company with the provisions of
Section 8.1 of the Indenture to the extent that such provisions apply to the Stock Sale pursuant to the SPA, it being understood that notwithstanding anything set forth in Section 8.1 of the Indenture to the contrary, the consummation by
the Company of the Stock Sale pursuant to the SPA shall be permitted and the requirements set forth in said Section shall be inapplicable to the Stock Sale. 
 Section 1.2. Indenture and Guarantee Remain in Full Force and Effect. Except to the extent waived hereby, all provisions in the Indenture shall remain in full force and effect. In addition,
nothing in this Agreement shall in any way waive or otherwise modify any provision contained in the Guarantee, which such Guarantee shall remain in full force and effect. 
 ARTICLE II. 
 MISCELLANEOUS PROVISIONS 

Section 2.1. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all
of which shall constitute but one and the same instrument. 
 Section 2.2. Severability. In case any provision in
this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 2.3. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of each of the parties hereto. 
 Section 2.4. Governing Law. This Agreement shall
be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and performed in said State. 

  
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 Section 2.5. Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, each of the Company and the Guarantor has executed this Agreement by the
signature of its authorized officers, and the Trustee has caused this Agreement to be executed in its corporate name by its authorized officers, each as of the date above written. 

 

									
	RENRE NORTH AMERICA HOLDINGS INC.	 		 		 	
					
	By:	 	 /s/ Jeffrey D. Kelly
	 		 		 	Witnessed by:
		 	Name: Jeffrey D. Kelly	 		 		 	
		 	Title: Chief Executive Officer	 		 		 	 /s/ Kerri Rance

		 		 		 		 	Name: Kerri Rance
		 		 		 		 	Title: Notary Public
				
	RENAISSANCERE HOLDINGS LTD.	 		 		 	
					
	By:	 	 /s/ Mark A. Wilcox
	 		 		 	Witnessed by:
		 	Name: Mark A. Wilcox	 		 		 	
		 	Title: Senior Vice President and Chief Accounting Officer	 		 		 	 /s/ Kerri Rance

		 		 		 		 	Name: Kerri Rance
		 		 		 		 	Title: Notary Public
				
	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Trustee	 		 		 	
					
	By:	 	 /s/ Wanda Camacho
	 		 		 	
		 	Name: Wanda Camacho	 		 		 	
		 	Title: Vice President	 		 		 	
					
	By:	 	 /s/ Carol Ng
	 		 		 	
		 	Name: Carol Ng	 		 		 	
		 	Title: Vice President	 		 		 	

 [Signature Page to Waiver Agreement]