Exhibit 10.12
FIRST AMENDMENT, dated as of September 25, 1996 (this "Amendment"), to the
Credit Agreement, dated as of December 1, 1995, among LASALLE RE HOLDINGS
LIMITED, a Bermuda company (the "Borrower"), the several banks and other
financial institutions from time to time parties to this Agreement
(collectively, the "Lenders"; individually, a "Lender") and THE CHASE MANHATTAN
BANK (formerly known as CHEMICAL BANK), a New York banking corporation, as
administrative agent for the Lenders hereunder.
WITNESSETH:
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WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower, and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Required Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
II. Amendment to Credit Agreement.
1. Amendment to Subsection 6.7. Subsection 6.7 of the Credit Agreement is
hereby amended by (a) deleting in its entirety clause (ii) thereof and
substituting in lieu thereof the following:
"(ii) (A) LaSalle Re may pay a cash dividend on its common shares
immediately prior to December 31, 1995 in an aggregate amount not to
exceed $25,000,000, and (B) the Borrower or LaSalle Re may make a
share repurchase of its common shares immediately prior to December
31, 1996 in an aggregate amount not to exceed $50,000,000 and"
and (b) deleting in its entirety the proviso of clause (iii) thereof and
substituting in lieu thereof the following:
";provided that the Borrower or LaSalle Re may make a Restricted
Payment on its common shares when (A) the Consolidated Tangible Net
Worth resulting after such Restricted Payment would be at least (1)
during calendar year 1996,
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$350,000,000, (2) during calendar years 1997 and 1998, $375,000,000,
and (3) thereafter, $400,000,000 and (B) the aggregate Restricted
Payments, resulting after such Restricted Payment, made pursuant to
this clause (iii) during any fiscal quarter of the Borrower would not
exceed 12.5% of the Consolidated Net Income of the Borrower for the
immediately preceding fiscal year".
III. Conditions to Effectiveness. This Amendment shall become effective on
the date (the "Amendment Effective Date") on which the following condition
precedent has been satisfied or waived:
1. The Borrower, the Agent and the Required Lenders shall have executed
and delivered this Amendment to the Agent.
IV. General.
1. Representations and Warranties. To induce the Agent and the Lenders
parties hereto to enter into this Amendment, the Borrower hereby represents and
warrants to the Agent and all of the Lenders as of the Amendment Effective Date
that:
(a) Financial Condition. (1) The audited consolidated balance sheet of
the Borrower and its consolidated Subsidiaries as at September 30, 1995 and the
related audited consolidated statements of income and of cash flows for the
fiscal year ended on such date, copies of which have heretofore been furnished
to each Lender, are complete and correct and present fairly the consolidated
financial condition of the Borrower and its consolidated Subsidiaries as at such
date, and the consolidated results of their operations and their consolidated
cash flows for the fiscal year then ended.
(2) The unaudited consolidated balance sheets of the Borrower and its
consolidated Subsidiaries as at December 31, 1995, March 31, 1996 and June 30,
1996, and the related unaudited consolidated statements of income and of cash
flows for the three-, six- and nine-month periods ended on each such date,
certified by a Responsible Officer, copies of which have heretofore been
furnished to each Lender, are complete and correct and present fairly the
consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such dates, and the consolidated results of their operations
and their consolidated cash flows for the three-, six- and nine-month periods
then ended (subject to normal year-end audit adjustments).
(3) All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by such accountants or
Responsible Officer, as the case may be, and as disclosed therein).
(b) Corporate Power; Authorization; Enforceable Obligations.
(1) The Borrower has the corporate power and authority, and the legal
right, to make, deliver this Amendment and to perform the Loan Documents to
which it is a party, as amended by this Amendment, and has taken all necessary
corporate action to authorize the
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execution, delivery and performance of this Amendment and the performance of
such Loan Documents, as so amended.
(2) No consent or authorization of, approval by, notice to, filing with or
other act by or in respect of, any Governmental Authority or any other Person is
required in connection with the execution and delivery of this Amendment or with
the performance, validity or enforceability of the Loan Documents to which it is
a party, as amended by this Amendment.
(3) This Amendment has been duly executed and delivered on behalf of the
Borrower.
(4) This Amendment and each Loan Document to which it is a party, as
amended by this Amendment, constitutes a legal, valid and binding obligation of
the Borrower enforceable against the Borrower in accordance with its terms,
except as affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting the
enforcement of creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing.
(c) No Legal Bar. The execution, delivery and performance of this Amendment
and the performance of the Loan Documents, as amended by this Amendment, will
not violate any Requirement of Law or Contractual Obligation of the Borrower or
of any of its Subsidiaries and will not result in, or require, the creation or
imposition of any Lien on any of its or their respective properties or revenues
pursuant to any such Requirement of Law or Contractual Obligation.
(d) Representations and Warranties. The representations and warranties made
by the Borrower in the Loan Documents are true and correct in all material
respects on and as of the Amendment Effective Date, before and after giving
effect to the effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date.
2. Payment of Expenses. The Borrower agrees to pay or reimburse the Agent
for all of its out-of-pocket costs and reasonable expenses incurred in
connection with this Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the Agent.
3. No Other Amendments; Confirmation. Except as expressly amended, modified
and supplemented hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect.
4. Governing Law; Counterparts. (a) This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts
taken together
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shall be deemed to constitute one and the same instrument. A set of the copies
of this Amendment signed by all the parties shall be lodged with the Borrower
and the Agent. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
LASALLE RE HOLDINGS LIMITED
By: /s/ Xxxxxx Xxxx
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Title: CFO & Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxxxxx Xxxxxxxxx
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Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxx Xxxxxxx
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Title: First Vice President
MELLON BANK, N.A.
By: /s/ Xxxxx X. XxXxxxxx
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Title: Banking Officer
FLEET NATIONAL BANK
By: /s/ Xxxxxx X. XxXxxxxx
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Title: Senior Vice President
CITIBANK, N.A.
By: /s/ X.X. Xxxxxx
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Title: Vice President
