AMENDMENT NO. 4 TO FIRST AMENDED
AND RESTATED LETTER OF CREDIT AGREEMENT
AMENDMENT NO. 4 (this "Amendment"), dated as of September 27, 1999,
under the First Amended and Restated Letter of Credit Agreement dated as of
March 14, 1997, among PMA CAPITAL CORPORATION (formerly Pennsylvania
Manufacturers Corporation), a Pennsylvania corporation (the "Applicant"), the
Banks party thereto, FIRST UNION NATIONAL BANK, as successor to CoreStates Bank
N.A., as Co-Agent, and THE BANK OF NEW YORK, as Issuing Bank and as agent for
the Banks (in such capacity, the "Agent"), as amended by (i) Amendment No. 1 and
Restatement dated as of September 29, 1997, (ii) Amendment No. 2 to Letter of
Credit Agreement dated as of September 28, 1998, and (iii) Amendment No. 3 to
Letter of Credit Agreement dated as of October 2, 1998 (as so amended, the
"Agreement").
RECITALS
A. Capitalized terms used herein which are not defined herein shall
have the respective meanings ascribed thereto in the Agreement.
B. The Applicant desires that the Banks agree to extend the Commitment
and Termination Date by 364 days and make certain other changes to the Agreement
as set forth herein.
C. The Banks signing below agree to such extension subject to the terms
and conditions set forth below.
Accordingly, in consideration of the terms and conditions hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. The definition of Applicable Fee Percentage contained in Section 1.1
of the Agreement is amended in its entirety to read as follows:
"Applicable Fee Percentage" means with respect to the Letter
of Credit Commissions and Commitment Fees (i) with respect to Letter of
Credit Commissions, (x) in the case of each Secured Letter of Credit,
0.375% and (y) in the case of each Unsecured Letter of Credit, the
applicable percentage based on the Capitalization Ratio calculated as
provided below set forth in the following table under the heading
"Applicable Fee Percentage for Unsecured Letters of Credit" and (ii)
with respect to Commitment Fees, the applicable percentage based on the
Capitalization Ratio calculated as provided below set forth in the
following table under the heading "Commitment Fee Percentage":
Capitalization Ratio Applicable Fee Percentage for Commitment Fee
Unsecured Letters of Credit Percentage
[less than] 0.20:1.00 0.500% 0.150%
[greater than
or equal to] 0.20:1.00 and 0.600% 0.175%
[less than] 0.25:1.00
[greater than
or equal to] 0.25:1.00 and 0.700% 0.200%
[less than] 0.30:1.00
[greater than
or equal to] 0.30:1.00 0.800% 0.250%
From the Amendment Effective Date (as defined in Amendment No.
4 to this Agreement) until reset as set forth below, the Applicable Fee
Percentage shall be based on the Capitalization Ratio as of the last
day of the fiscal quarter ended June 30, 1999. The Applicable Fee
Percentage shall be reset from time to time in accordance with the
above table on the day of the delivery by the Applicant in accordance
with Sections 5.1(a) and 5.1(b) of financial statements together with a
Compliance Certificate attaching a Covenant Compliance Worksheet
(reflecting the computation of the Capitalization Ratio as of the last
day of the preceding fiscal quarter, beginning with the fiscal quarter
ending September 30, 1999) that provides for a change in the Applicable
Fee Percentage from that then in effect. If the Applicant shall fail to
deliver a Compliance Certificate attaching a Covenant Compliance
Worksheet within sixty (60) days after the end of each of the first
three fiscal quarters (or one hundred twenty (120) days after the end
of the last fiscal quarter), the Applicable Fee Percentage for Letter
of Credit Commissions and Commitment Fees shall be 0.800% and 0.250%,
respectively, for the period from and including the 61st day (the 121st
day in the case of the last quarter) after the end of such fiscal
quarter to the date of the delivery by the Applicant to the
Administrative Agent of a Compliance Certificate attaching a Covenant
Compliance Worksheet demonstrating that a different Applicable Fee
Percentage is applicable.
2. Notwithstanding provisions of Section 2.6 to the contrary, each Bank
consents to the extension of the Commitment and Termination Date for 364 days
from the date hereof.
3. Paragraphs 1 and 2 of this Amendment shall not be effective until
the prior or simultaneous fulfillment of the following conditions: (the
"Amendment Effective Date"):
(a) the Agent shall have received this Amendment, duly executed by a
duly authorized officer or officers of the Applicant, the Agent
and each Bank;
(b) the Agent shall have received a certificate of the Secretary or
Assistant Secretary of the Applicant (i) attaching a true and
complete
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copy of the resolutions of the Executive and Finance
Committees of its Board of Directors authorizing this Amendment,
in form and substance satisfactory to the Agent, (ii) certifying
that its certificate of incorporation has not been amended since
March 14, 1997, and its by-laws have not been amended since
November 5, 1997, or, if so amended, setting forth the same, and
(iii) setting forth the incumbency of its officer or officers who
may sign this Amendment, including therein a signature specimen
of such officer or officers;
(c) a favorable opinion of counsel for the Applicant, addressed to
the Agent and the Banks, in form and substance satisfactory to
the Agent; and
(d) the Agent shall have received such other documents as it shall
reasonably request.
4. The Applicant hereby (i) reaffirms and admits the validity and
enforceability of the Agreement and the other Credit Documents and all of its
obligations thereunder, (ii) represents and warrants that there exists no
Default or Event of Default immediately after giving effect to this Amendment,
and (iii) represents and warrants that the representations and warranties
contained in the Credit Documents, including the Agreement as amended by this
Amendment (other than the representations and warranties made as of a specific
date), are true and correct in all material respects on and as of the date
hereof.
5. In all other respects, the Agreement and the other Credit Documents
shall remain in full force and effect.
6. This Amendment may be executed in any number of counterparts, each
of which shall be an original and all of which shall constitute one agreement.
It shall not be necessary in making proof of this Amendment to produce or
account for more than one counterpart signed by the party against which
enforcement is sought.
7. This Amendment is being delivered in and is intended to be performed
in the State of New York and shall be construed and enforceable and be governed
by, the internal laws of the State of New York without regard to principles of
conflict of laws.
[signature pages follow]
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AS EVIDENCE of the agreement by the parties hereto to the terms and
conditions herein contained, each such party has caused this Amendment No. 4 to
the First Amended and Restated Letter of Credit Agreement to be executed on its
behalf.
PMA CAPITAL CORPORATION (formerly
Pennsylvania Manufacturers Corporation)
By: /s/ Xxxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President - Finance
PMA CAPITAL CORPORATION
AMENDMENT NO. 4 TO FIRST AMENDED
AND RESTATED LETTER OF CREDIT AGREEMENT
THE BANK OF NEW YORK, Individually and
as Agent and as Issuing Bank
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
PMA CAPITAL CORPORATION
AMENDMENT NO. 4 TO FIRST AMENDED
AND RESTATED LETTER OF CREDIT AGREEMENT
FIRST UNION NATIONAL BANK,
Individually and as Co-Agent
By: /s/ Xxxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President
PMA CAPITAL CORPORATION
AMENDMENT NO. 4 TO FIRST AMENDED
AND RESTATED LETTER OF CREDIT AGREEMENT
FLEET NATIONAL BANK
By: /s/Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
PMA CAPITAL CORPORATION
AMENDMENT NO. 4 TO FIRST AMENDED
AND RESTATED LETTER OF CREDIT AGREEMENT
PNC BANK, NATIONAL ASSOCIATION
By: /s/Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Vice President
PMA CAPITAL CORPORATION
AMENDMENT NO. 4 TO FIRST AMENDED
AND RESTATED LETTER OF CREDIT AGREEMENT
CREDIT LYONNAIS
By: /s/ Xxxxxxxxx Xxxxx
----------------------------
Name: Xxxxxxxxx Xxxxx
Title: Senior Vice President
