Form: 10-K

Annual report pursuant to Section 13 and 15(d)

February 19, 2016

Documents

1 North Wall Quay
Dublin 1
Ireland
T +353 1 622 2000
F +353 1 622 2222

EXHIBIT 10.18(b)
FROM:    Citibank Europe plc (the “Bank”)
TO:
Renaissance Reinsurance Ltd., DaVinci Reinsurance Ltd. and RenaissanceRe Specialty Risks Ltd. (the “Original Companies”) and RenaissanceRe Specialty U.S. Ltd. and Renaissance Reinsurance of Europe (the “Additional Companies” and, together with the Original Companies, the “Companies”)
DATE:    23 December 2014
Ladies and Gentlemen,
The Facility Letter dated 17 September 2010 between (1) the Bank and (2) the Companies regarding a committed letter of credit issuance facility in a maximum aggregate amount of USD 300,000,000, as amended by Letter Amendment dated 14 July 2011 and 1st October, 2013 and as may be further amended, varied, supplemented, novated or assigned from time to time (the “Facility Letter”).
1.
We refer to the Facility Letter. Capitalised terms used in this letter shall have the meanings given to them in the Facility Letter (including where defined in the Facility Letter by reference to another document).
2.
The following amendments shall take effect on and from the date that the Bank receives this letter duly executed by the Companies (“Effective Date”).
3.
The Bank and the Companies agree, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, that as effective from the date of this letter:
(i)
Clause 1.1 of the Facility Letter shall be amended and restated in its entirety as follows:
“Further to recent conversations, Citibank Europe plc (the “Bank”) is pleased to provide a committed letter of credit issuance facility (the “Facility”) to the Companies subject to the terms and conditions set out in this Letter. No credit will be issued under the Facility after 31st December, 2015 (the “Availability End Date”) and no Credit will be issued under the Facility unless it is expressed to expire no later than 31st December, 2016 (the “Termination Date”). Unless otherwise defined herein, capitalised terms used in this Letter are as defined in Clause 14.”



Citibank Europe plc

Directors: Aidan M Brady, Breffni Byrne, Jim Farrell, Bo J. Hammerich (Sweden), Deepak Jain (U.K.), Mary Lambkin, Marc Luet (France), Rajesh Mehta (India),
Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Zdenek Turek (Czech Republic) Francesco Vanni d’Archirafi (Italy), Tony Woods
Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.
Ultimately owned by Citigroup Inc., New York, U.S.A.
Citibank Europe plc is regulated by the Central Bank of Ireland


4.
Except as expressly amended by this letter, the Facility Letter remains unmodified and in full force and effect. In the event of a conflict or inconsistency between the terms of this letter and the terms of the Facility letter, the terms of this letter shall prevail.
5.
The provisions contained in clause 6, Interest, and clause 7, Fees, in the Facility Letter shall apply in relation to the amendments agreed pursuant to the terms of this letter. Each party to this letter shall bear its own costs and expenses in relation to the amendments agreed pursuant to the terms of this letter.
6.
On the date of this letter and on the Effective Date, each Original Company, as to itself, hereby confirms to the Bank that the representations and warranties set forth in clause 8 of the Facility Letter are true.
7.
With effect from the Effective Date of this letter, the terms and conditions of the Facility Letter shall be read and construed by reference to this letter and all references to the Facility Letter shall be deemed to incorporate the relevant amendments contained within this letter.
8.
This letter may be executed in counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same agreement. This letter and any non-contractual obligations arising in connection with it shall be governed by English law and the provisions of Clause 16 (Governing Law) of the Facility Letter shall be incorporated, with any necessary changes, as if set out in full in this letter. No person shall have any right to enforce any provision of this letter under the Contracts (Rights of Third Parties) Act 1999.
9.
Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us.

[signature page follows]


2


For and of behalf of
Citibank Europe plc

/s/ Niall Tuckey        
Name: Niall Tuckey        
Title: Director            



[Signature Page to Amendment to Facility Letter]


We agree to the terms set out in this letter.


For and of behalf of                     
Renaissance Reinsurance Ltd.                

/s/ Todd R. Fonner            
Name: Todd R. Fonner        
Title:     Treasurer and CIO                        



For and of behalf of                     
DaVinci Reinsurance Ltd.                

/s/ Todd R. Fonner            
Name: Todd R. Fonner        
Title:     Treasurer and CIO                        



For and of behalf of                     
RenaissanceRe Specialty Risks Ltd.                    

/s/ Todd R. Fonner            
Name: Todd R. Fonner        
Title:     Treasurer and CIO                            



For and of behalf of                     
RenaissanceRe Specialty U.S. Ltd.

/s/ Todd R. Fonner            
Name: Todd R. Fonner        
Title:     Treasurer and CIO                            



For and of behalf of                     
Renaissance Reinsurance of Europe

/s/ Sean Brosnan            
Name: Sean Brosnan        
Title:     Managing Director                                

[Signature Page to Amendment to Facility Letter]