12.6
Stay of Acceleration
120
Section 12.7
Continuing Guaranty; Assignments
120
vi
SCHEDULES AND EXHIBITS
SCHEDULE
1.1
Excluded Entities
SCHEDULE
1.2
Pricing Grid
SCHEDULE
1.3
Eligible Collateral
SCHEDULE
2.1
Commitments
SCHEDULE
5.2
SAP Exceptions
SCHEDULE
5.3
Adverse Changes
SCHEDULE
5.4
Litigation and Contingent Liabilities
SCHEDULE
5.12
Subsidiaries
SCHEDULE
5.14
Taxes
SCHEDULE
7.7
Liens
SCHEDULE
11.2
Addresses
EXHIBIT A
Loan Notice
EXHIBIT B
Form of Compliance Certificate
EXHIBIT C
Form of Assignment and Assumption
EXHIBIT D-1
Form of Revolving Note
EXHIBIT D-2
Form of Swingline Note
EXHIBIT E
Form of Guaranty
EXHIBIT F
Form of Syndicated Letter of Credit
EXHIBIT G
Form of Fronting Agreement
EXHIBIT H
Form of Borrowing Base Report
EXHIBIT I-1
Form of U.S. Tax Compliance Certificate - Foreign Lenders (Not Partnerships)
EXHIBIT I-2
Form of U.S. Tax Compliance Certificate - Non-U.S. Participants (Not
Partnerships)
EXHIBIT I-3
Form of U.S. Tax Compliance Certificate - Non-U.S. Participants
(Partnerships)
EXHIBIT I-4
Form of U.S. Tax Compliance Certificate - Foreign Lenders (Partnerships)
EXHIBIT J
Form of Security Agreement
vii
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 9, 2018,
is entered into by and among RenaissanceRe Holdings Ltd., a Bermuda company (the
"Borrower"), Renaissance Reinsurance Ltd., a Bermuda company ("Renaissance
Reinsurance"), RenaissanceRe Specialty U.S. Ltd., a Bermuda company
("RenaissanceRe Specialty U.S.") and Renaissance Reinsurance U.S. Inc., a
Maryland corporation ("Renaissance Reinsurance U.S."; and collectively with the
Borrower, Renaissance Reinsurance and RenaissanceRe Specialty U.S., the "Account
Parties" and each an "Account Party"), various financial institutions from time
to time party hereto (the "Lenders") and Wells Fargo Bank, National Association
("Wells Fargo"), as the Fronting Bank, the LC Administrator, a Swingline Lender
and the Administrative Agent.
BACKGROUND STATEMENT
The Borrower, the financial institutions party thereto and the Administrative
Agent are parties to that certain Amended and Restated Credit Agreement, dated
as of May 15, 2015 (the "Existing Credit Agreement").
The parties hereto have agreed to amend and restate the Existing Credit
Agreement on the terms and conditions set forth herein, it being the intention
of the parties hereto that this Agreement not constitute a novation of the
obligations and liabilities of the parties under the Existing Credit Agreement
or be deemed to evidence or constitute full repayment of such obligations and
liabilities, but that this Agreement amend and restate in it is entirety the
Existing Credit Agreement and re-evidence the obligations and liabilities of the
Borrower outstanding thereunder, which shall be payable in accordance with the
terms hereof.
It is also the intent of the parties hereto to confirm that all obligations
under the applicable "Loan Documents" (as referred to and defined in the
Existing Credit Agreement) shall continue in full force and effect as modified
or restated by the Loan Documents (as referred to and defined herein) and that,
from and after the Effective Date, all references to the "Credit Agreement"
contained in any such existing "Loan Documents" shall be deemed to refer to this
Agreement.
In consideration of the mutual