SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture, dated as of March 25, 2019 (this Supplemental Indenture), to the Senior Indenture, dated as of June 29, 2017 (the Senior Indenture), by and among RENAISSANCERE FINANCE INC., a corporation duly organized and existing under the laws of the State of Delaware (the Company), as issuer, having its principal executive office located at 140 Broadway, Suite 4200, New York, NY 10005, RENAISSANCERE HOLDINGS LTD., a company duly organized and existing under the laws of Bermuda (the Guarantor), having its principal executive office located at Renaissance House, 12 Crow Lane, Pembroke HM 19, Bermuda, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as trustee (the Trustee), having its corporate trust office located at 60 Wall Street, 16th Floor, MS NYC 60-1630, New York, New York 10005, as supplemented by that certain First Supplemental Indenture, dated as of June 29, 2017, by and among the Company, the Guarantor and the Trustee (the First Supplemental Indenture, and together with the Senior Indenture, the Indenture), is effective upon the execution hereof by the parties hereto. Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Indenture.
WHEREAS, the Company has duly issued its 3.450% Senior Notes due 2027 (the Senior Notes), in the original aggregate principal amount of $300,000,000, pursuant to the Indenture;
WHEREAS, Section 9.1(12) of the Senior Indenture provides that, without the consent of any Holders, the Company, the Guarantor and the Trustee may enter into indentures supplemental thereto to amend or supplement any provision contained in the Senior Indenture or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding;
WHEREAS, the Company and the Guarantor desire and have requested the Trustee to join with the Company and the Guarantor in entering into this Supplemental Indenture to make certain amendments to the Indenture, as permitted by Section 9.1(12) of the Senior Indenture; and
WHEREAS, the Company has delivered to the Trustee concurrently with the execution and delivery of this Supplemental Indenture an Officers Certificate and Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.3 of the Senior Indenture, and the Company has satisfied all other conditions required under Article 9 of the Senior Indenture to enable the Company the Guarantor and the Trustee to enter into this Supplemental Indenture.