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EXHIBIT 10.2
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment (this "Amendment") is entered into as of June 30, 2001,
by and among IPCRe Limited, a Bermuda corporation (the "Borrower"), Bank One, NA
(formerly known as The First National Bank of Chicago), individually and as
agent ("Agent"), and the other financial institutions signatory hereto.
RECITALS
A. The Borrower, the Agent and the Lenders are party to that
certain Credit Agreement dated as of June 30, 1998 (the "Credit Agreement").
Unless otherwise specified herein, capitalized terms used in this Amendment
shall have the meanings ascribed to them by the Credit Agreement.
B. The Borrower, the Agent and the undersigned Lenders wish to
amend the Credit Agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. Amendments to Credit Agreement. Upon the "Effective Date" (as
defined below), the Credit Agreement shall be amended as follows:
(a) The definition of "Commitment" in Article I of the
Credit Agreement shall be amended and restated in its entirety to read as
follows:
"Commitment" means, for each Lender, the obligation of such
Lender to make Loans not exceeding the amount set forth opposite its
name on Schedule I hereto or as set forth in any Notice of Assignment
relating to any assignment that has become effective pursuant to
Section 12.3.2, as such amount may be modified from time to time
pursuant to the terms hereof.
(b) Section 6.14(v) of the Credit Agreement shall be
amended and restated in its entirety to read as follows:
(v) Investments by the Borrower in equity securities in
an aggregate amount not to exceed 25% of the Consolidated Net Worth of
the Borrower and its Subsidiaries; provided, that no single Investment
in equity securities (other than an Investment in a mutual fund) shall
be in an amount in excess of 5% of the Consolidated Net Worth of the
Borrower and its Subsidiaries; provided, further, that no single
Investment in a mutual fund shall be in an amount in excess of 15% of
the Consolidated Net Worth of the Borrower and its Subsidiaries.
(c) The Credit Agreement shall be amended by adding
thereto a new Schedule I in the form of Schedule I attached hereto and made a
part hereof.
2. Representations and Warranties of the Borrower. The Borrower
represents and warrants that:
(a) The execution, delivery and performance by the
Borrower of this Amendment have been duly authorized by all necessary corporate
action and that this Amendment is a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, except
as the enforcement thereof may be subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally;
(b) Each of the representations and warranties contained
in the Credit Agreement is true and correct in all material respects on and as
of the date hereof as if made on the date hereof, except to the extent any such
representation or warranty is stated to relate solely to an earlier date, in
which case such representation or warranty shall have been true and correct on
and as of such earlier date;
(c) After giving effect to this Amendment, no Default or
Unmatured Default has occurred and is continuing.
3. Effective Date. Section 1 of this Amendment shall become
effective upon satisfaction of the following conditions:
(a) Executed Amendment. Receipt by the Agent of duly
executed counterparts of this Amendment from the Agent, the Borrower and the
Lenders.
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(b) Mandatory Prepayment. Receipt by the Agent of a
prepayment in the amount, if any, by which the aggregate principal amount of the
outstanding Advances exceeds the amount of the Aggregate Commitment, as reduced
hereby.
(c) Miscellaneous. Receipt by the Agent of such other
documents, certificates, instruments and opinions as may reasonably be requested
in advance of the date hereof by it.
4. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically amended above, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Agent or any Lender under the Credit Agreement or any Loan Document, nor
constitute a waiver of any provision of the Credit Agreement or any Loan
Document, except as specifically set forth herein. Upon the effectiveness of
this Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of similar import shall mean and be a
reference to the Credit Agreement as amended hereby.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
6. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.
[signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date and year first above written.
IPCRE LIMITED
By: /s/ Xxxx Xxxxx
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Its: Vice President & Chief Financial Officer
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BANK ONE, NA (formerly known as The First National
Bank of Chicago), individually and as Agent
By: /s/ Xxxxxxxx Xxxxxxx
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Its: Assistant Vice President
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CITIBANK, N.A.
By: /s/ Xxxxxx Xxxxxx
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Its: Vice President
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THE BANK OF BERMUDA LIMITED
By:
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Its:
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DEUTSCHE BANK AG (New York and Cayman
Island Branches)
By: /s/ Xxxx Xxxxx
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Its: Director
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By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Managing Director
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FLEET NATIONAL BANK
By:
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Its:
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ROYAL BANK OF CANADA
By: /s/ Xxxxxx Xxxx
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Its: Senior Manager
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MELLON BANK, N.A.
By: /s/ Xxxxx Xxxxxx
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Its: Vice President
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[TO AMENDMENT NO. 1]
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BANK OF MONTREAL
By: /s/ Xxxxx Xxxxxx
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Its: Director
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DRESDNER BANK AG (New York and Grand
Cayman Branch)
By: /s/ Xxxxxxxx Xxxxxx
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Its: Vice President
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By: /s/ Xxxxx X. Xxxxxxx-Xxxxxxxx
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Its: Vice President
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[TO AMENDMENT NO. 1]
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SCHEDULE I
COMMITMENTS
Lender Commitment
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Bank One, NA $ 21,250,000.00
Citibank, N.A. $ 21,250,000.00
The Bank of Bermuda Limited $ 15,000,000.00
Deutsche Bank AG $ 15,000,000.00
Fleet National Bank $ 30,000,000.00
Royal Bank of Canada $ 15,000,000.00
Mellon Bank, N.A. $ 12,500,000.00
Bank of Montreal $ 10,000,000.00
Dresdner Bank AG $ 10,000,000.00
Aggregate Commitment: $150,000,000.00
