Amendment, Consent and Waiver to 3rd Amended & Restated Reimbursement Agreement



 Exhibit 10.2 
 AMENDMENT, CONSENT AND WAIVER 
 TO 

THIRD AMENDED AND RESTATED 
 REIMBURSEMENT AGREEMENT 
 THIS AMENDMENT, CONSENT AND WAIVER TO
THIRD AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of January 18, 2011, is among RenaissanceRe Holdings Ltd. (“RenRe”), Renaissance Reinsurance Ltd., Renaissance Reinsurance of
Europe, Glencoe Insurance Ltd. (“Glencoe”), DaVinci Reinsurance Ltd., the various financial institutions listed on the signature pages hereto (the “Lenders”) and Wells Fargo Bank, National Association, as Issuing
Bank, Collateral Agent and Administrative Agent (the “Administrative Agent”). 
 W I T
N E S S E T H: 
 WHEREAS, the parties hereto are parties to that certain Third
Amended and Restated Reimbursement Agreement, dated as of April 22, 2010 (as amended, supplemented or otherwise modified from time to time, the “Reimbursement Agreement”); 

WHEREAS, reference is made herein 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 RenRe North America Holdings Inc., an indirect wholly owned Subsidiary of RenRe (“RRNAH”), and QBE Holdings, Inc. (the
“Purchaser”), a copy of which has previously been provided to the Lenders and the Administrative Agent; 

WHEREAS, pursuant to the SPA, RRNAH has agreed to sell, and the Purchaser has agreed to purchase, all of the issued and outstanding
shares of capital stock of RenRe North America Insurance Holdings, Inc. (“NAIH”) and RenRe Agency Holdings, Inc. (“RAH”), each of which is a direct wholly owned Subsidiary of RRNAH (the “Stock
Sale”); 
 WHEREAS, pursuant to the SPA and by virtue of the Stock Sale, the Purchaser will acquire ownership of all
direct and indirect wholly owned Subsidiaries of NAIH and RAH, including Stonington Insurance Company (“Stonington”), Stonington Lloyds Insurance Company (“Stonington Lloyds”), Lantana Insurance Ltd.
(“Lantana”), Newstead Insurance Company (“Newstead”), Inverness Insurance Company (“Inverness”), RenRe North America Inc. (“NAI”), SRUM LLC (“SRUM”), Agro National
Inc. (“Agro”) and RenRe Insurance Underwriters, Inc. (“RIU”, and together with NAIH, RAH, Stonington, Stonington Lloyds, Lantana, Newstead, Inverness, NAI, SRUM and Agro, the “Acquired Companies”);

 WHEREAS, as used herein, the term “SPA Transactions” shall refer to, collectively, the execution and
delivery of the SPA, the Stock Sale and all of the other transactions contemplated by, or to be effected in connection with, the SPA; 
 WHEREAS, Section 6.2 of the Reimbursement Agreement prohibits, among other things and subject to certain exceptions, the Credit Parties and their Subsidiaries from making any








 
material change in the nature of their respective businesses as carried on at the date of the Reimbursement Agreement; 
 WHEREAS, in the absence of a waiver from the Required Lenders in accordance with the Reimbursement Agreement, the consummation of the Stock Sale would violate Section 6.2 of the Reimbursement
Agreement insofar as the Stock Sale would cause a substantial reduction in RenRe’s overall U.S. operations and in the business in which Glencoe currently engages; 
 WHEREAS, Section 6.3 of the Reimbursement Agreement prohibits, among other things and subject to certain exceptions, a Subsidiary of a Credit Party from selling, transferring, conveying or leasing
all or any substantial part of its assets other than in the ordinary course of business; 
 WHEREAS, in the absence of a waiver
from the Required Lenders in accordance with the Reimbursement Agreement, the consummation of the Stock Sale would violate Section 6.3 of the Reimbursement Agreement insofar as the stock of the Acquired Companies to be sold in the Stock Sale
constitutes a substantial part of the assets of RRNAH (a Subsidiary of a Credit Party (RenRe)); 
 WHEREAS, Section 6.6 of
the Reimbursement Agreement prohibits a Subsidiary of a Credit Party from entering into any agreement containing any provision which would be violated or breached by the performance of its obligations under the Credit Documents or under any
instrument or document delivered or to be delivered by it in connection therewith; 
 WHEREAS, in the absence of a waiver from
the Required Lenders in accordance with the Reimbursement Agreement, RRNAH’s entry into the SPA violates Section 6.6 of the Reimbursement Agreement insofar as performance of certain of the obligations set forth in the Reimbursement
Agreement would cause a violation or breach of the obligations contained in the SPA; 
 WHEREAS, RenRe has determined that it is
in its best interests to engage in the SPA Transactions and consummate the Stock Sale; 
 WHEREAS, based on the foregoing, the
Credit Parties have requested that the Lenders, among other things, consent to the SPA Transactions and waive any Defaults or Events of Default resulting therefrom, and the Lenders wish to give such consent and provide such waiver, all in accordance
with and subject to the terms and conditions set forth herein; and 
 WHEREAS, in addition, the Credit Parties have requested
that certain provisions contained in Schedule III of the Reimbursement Agreement relating to the Net Worth requirements applicable to Glencoe be amended as more fully set forth herein, and the Lenders wish to amend such provisions, all in accordance
with and subject to the terms and conditions set forth herein. 
 NOW, THEREFORE, the parties hereto, in consideration of the
premises and the mutual agreements herein contained, hereby agree as follows: 

  
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 Section 1. Reimbursement Agreement Definitions. Capitalized terms used herein
that are defined in the Reimbursement Agreement shall have the same meaning when used herein unless otherwise defined herein. 

Section 2. Amendments, Consents and Waivers Under the Reimbursement Agreement. 

(a) Consents and Waivers in Respect of the SPA. Effective on (and subject to the occurrence of) the Amendment Effective Date (as
defined below), the Lenders hereby consent to the SPA Transactions so long as the Stock Sale is consummated in accordance with the SPA as in effect on the Amendment Effective Date, without any waiver or amendment thereof or consent thereunder (other
than any such waiver, amendment or consent that is not materially adverse to the Lenders) unless consented to by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in the Reimbursement
Agreement) and hereby: 
 (i) waive compliance with the provisions of Section 6.2, Section 6.3 and
Section 6.6 of the Reimbursement Agreement with respect to and as such Sections relate to the SPA Transactions; 
 (ii) waive any and all Defaults or Events of Default that may have resulted or would result from entering into the SPA and compliance therewith through the Amendment Effective Date, including without
limitation, any Event of Default under Section 7.1(f) of the Reimbursement Agreement caused by a default in the compliance, performance or observance of any condition, covenant or agreement with respect to the Credit Agreement, dated as of
April 22, 2010, by and among RenRe, Bank of America, N.A., as fronting bank, LC administrator and administrative agent, and the other banks and financial institutions from time to time parties thereto (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”) resulting from entering into or complying with the SPA; 
 (iii) waive compliance by the Credit Parties of any and all notice requirements in respect of any Defaults that may have resulted or would result from entering into the SPA, including the requirements set
forth in Section 5.1(d) of the Reimbursement Agreement; and 
 (iv) waive compliance by the Credit Parties
of any requirements set forth in Section 5.1(e) to the extent they apply or would apply to filings made or other correspondence with various Governmental Authorities in connection with the approval or notice of the SPA Transactions;
provided, that, notwithstanding the foregoing, the Credit Parties shall provide such documents and/or other information that would otherwise be required to be provided under such Section 5.1(e) to the extent requested by the
Administrative Agent or any Lender. 

  
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 (b) Amendments to Schedule III. 

(i) Effective on (and subject to the occurrence of) the consummation of the Stock Sale and ending on the Balance Sheet
Delivery Date (as defined below), Schedule III of the Reimbursement Agreement shall be amended as follows: 

(A) The figure “$180,000,000” appearing under “Part A – Substitution Event Net Worth Threshold”
shall be replaced with the figure “$60,000,000”; and 
 (B) The figure “$165,000,000”
appearing under “Part B – Suspension Event Net Worth Threshold” shall be replaced with the figure “$55,000,000.” 
 (ii) Subject to the consummation of the Stock Sale, effective as of the Balance Sheet Delivery Date and provided that the Glencoe Second Quarter Balance Sheet (as defined below) is delivered within the
time period required by, and otherwise in accordance with, Section 5.1(a) of the Reimbursement Agreement, Schedule III of the Reimbursement Agreement shall be amended as follows: 

(A) The amount “$60,000,000” appearing under “Part A – Substitution Event Net Worth Threshold”
shall be replaced with an amount equal to 60% of Glencoe’s Net Worth as shown on the unaudited consolidated balance sheet of Glencoe and its Subsidiaries as of the fiscal quarter ended June 30, 2011 (the “Glencoe Second Quarter
Balance Sheet”); and 
 (B) The amount “$55,000,000” appearing under “Part B –
Suspension Event Net Worth Threshold” shall be replaced with an amount equal to 55% of Glencoe’s Net Worth as shown on the Glencoe Second Quarter Balance Sheet. 

(iii) For purposes hereof, the term “Balance Sheet Delivery Date” shall mean the date on which the
Glencoe Second Quarter Balance Sheet is delivered to the Administrative Agent in accordance with Section 5.1(a)(i) of the Reimbursement Agreement; provided, that, in no event shall the Balance Sheet Delivery Date for purposes of
this Amendment extend beyond the last day of the time period specified in said Section 5.1(a)(i). 
 (c) Except as
specifically described in this Section 2, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any Default or Event of Default or any other right, power or remedy of the Administrative Agent or the
Lenders, nor constitute a waiver of any provision of the Reimbursement Agreement or any other Credit Document. 
 (d) The Credit
Parties acknowledge and agree that the amendments, consents and waivers set forth herein are effective solely for the purposes set forth herein and that the execution and delivery of this Amendment shall not be deemed (i) except as expressly
provided 

  
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in this Amendment, to be a consent to any waiver or modification of any term or condition of the Reimbursement Agreement or any other Credit Document, or (ii) to create a course of dealing
or otherwise obligate any Lender to forbear, waive or execute similar amendments, consents or waivers under the same or similar circumstances in the future. 
 Section 3. Representation and Warranties. In order to induce the Lenders and the Administrative Agent to execute and deliver this Amendment, the Credit Parties hereby represent and warrant to
the Lenders and the Agents that after giving effect to the Amendment: 
 (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 representations and
warranties of the Covered Credit Parties contained in Article IV of the Reimbursement Agreement are true and correct as of the date hereof and the Amendment Effective Date, with the same effect as though made on such dates. 

Section 4. Conditions to Effectiveness. The amendments, consents and waivers set forth in Section 2 hereof shall become
effective on the date (the “Amendment Effective Date”) when (i) the Administrative Agent shall have received four originals of this Amendment executed by the Credit Parties, the Administrative Agent and the Required Lenders and
(ii) RenRe shall have received the requisite consent of the lenders under the Credit Agreement and the Administrative Agent shall have received evidence of the same, provided that the amendments to Schedule III of the Reimbursement
Agreement set forth in Section 2(b) hereof shall become effective as set forth in Section 2(b). 
 Section 5.
Counterparts. 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 6. Governing Law. This Amendment shall be
deemed a contract made under and governed by the laws of the State of New York. 
 Section 7. Entire Agreement. This
Amendment 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. Credit Document. This Amendment shall constitute a Credit Document under the terms of the Reimbursement Agreement. 

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 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:	 	 /s/ Jeffrey D. Kelly

	Name:	 	Jeffrey D. Kelly
	Title:	 	Chief Financial Officer
	
	RENAISSANCE REINSURANCE OF EUROPE
		
	By:	 	 /s/ Ian Britchfield

	Name:	 	Ian Britchfield
	Title:	 	Director
	
	RENAISSANCE REINSURANCE LTD.
		
	By:	 	 /s/ Jeffrey D. Kelly

	Name:	 	Jeffrey D. Kelly
	Title:	 	Chief Financial Officer
	
	GLENCOE INSURANCE LTD.
		
	By:	 	 /s/ Jeffrey D. Kelly

	Name:	 	Jeffrey D. Kelly
	Title:	 	Chief Financial Officer
	
	DAVINCI REINSURANCE LTD.
		
	By:	 	 /s/ Jeffrey D. Kelly

	Name:	 	Jeffrey D. Kelly
	Title:	 	Chief Financial Officer


 [Amendment,
Consent and Waiver to Third Amended and Restated Reimbursement Agreement] 







  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank, Collateral Agent, Administrative Agent and Lender
		
	By:	 	 /s/ William R. Goley

	Name:	 	William R. Goley
	Title:	 	Director
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Chris Choi

	Name:	 	Chris Choi
	Title:	 	Vice President
	
	ING BANK, N.V., LONDON BRANCH
		
	By:	 	 /s/ M E R Sherman

	Name:	 	M E R Sherman
	Title:	 	Managing Director
		
	By:	 	 /s/ N J Merchant

	Name:	 	N J Merchant
	Title:	 	Director
	
	CITIBANK, N.A.
		
	By:	 	 /s/ Peter Bickford

	Name:	 	Peter Bickford
	Title:	 	Vice President
	
	THE BANK OF NEW YORK MELLON BANK
		
	By:	 	 /s/ Michael Pensari

	Name:	 	Michael Pensari
	Title:	 	Managing Dircetor
	
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Stuart Ratcliffe

	Name:	 	Stuart Ratcliffe
	Title:	 	Director


 [Amendment, Consent and
Waiver to Third Amended and Restated Reimbursement Agreement] 







 
			
	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /s/ Harry Coninellis

	Name:	 	Harry Coninellis
	Title:	 	Authorized Signatory
	
	THE BANK OF BERMUDA LIMITED
		
	By:	 	 /s/ Karla Maloof

	Name:	 	Karla Maloof
	Title:	 	Director & Global Relationship Manager
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Evan Glass

	Name:	 	Evan Glass
	Title:	 	Vice President
	
	BNP PARIBAS
		
	By:	 	 /s/ Nair P. Raghu

	Name:	 	Nair P. Raghu
	Title:	 	Vice President
		
	By:	 	 /s/ Laurent Vanderzyppe

	Name:	 	Laurent Vanderzyppe
	Title:	 	Managing Director
	
	GOLDMAN SACHS BANK USA
		
	By:	 	 /s/ Lauren Day

	Name:	 	Lauren Day
	Title:	 	Authorized Signatory
	
	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	 /s/ David Lim

	Name:	 	David Lim
	Title:	 	Authorized Signatory


 [Amendment,
Consent and Waiver to Third Amended and Restated Reimbursement Agreement]