FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of the 4th day of May,
1999 (this "Amendment"), is made among ORION CAPITAL CORPORATION, a Delaware
corporation (the "Borrower"), the banks and financial institutions from time to
time party to the Credit Agreement (as defined herein) (collectively, the
"Lenders"), and FIRST UNION NATIONAL BANK ("First Union"), as administrative
agent for the Lenders (in such capacity, the "Administrative Agent").
RECITALS
The Borrower, the Lenders and the Administrative Agent are parties to a
Credit Agreement, dated as of July 8, 1998 (as amended, the "Credit Agreement"),
providing for the availability of certain credit facilities to the Borrower upon
the terms and conditions set forth therein. Capitalized terms used herein
without definition shall have the meanings given to them in the Credit
Agreement.
The Borrower has requested certain amendments to the Credit Agreement, and
the Lenders have agreed to effect such amendments and waivers upon the terms and
conditions set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS
1.1 No Material Adverse Change. Section 4.10 of the Credit Agreement is
hereby amended and restated in its entirety as follows:
4.10 Material Adverse Change. There has been no Material Adverse Change
since December 31, 1998, and there exists no event, condition or state of facts
that could reasonably be expected to result in a Material Adverse Change;
provided, however, that an increase to the Borrower's reserves and the resultant
pre-tax charge as of March 31, 1999 in an amount not to exceed $170,000,000
shall not, in and of itself, be deemed to be a Material Adverse Change.
1.2 Capitalization Ratio. Section 6.1 of the Credit Agreement is hereby
amended and restated in its entirety as follows:
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6.1 Capitalization Ratio. The Borrower will not permit the Capitalization
Ratio to be greater than 0.35 to 1.0 as of the last day of any fiscal quarter,
beginning with the fiscal quarter ending December 31, 1998.
1.3 Combined Statutory Surplus. Section 6.2 of the Credit Agreement is
hereby amended by (a) deleting the reference to "$650,000,000" and replacing it
with "$600,000,000" (b) deleting the reference to "December 31, 1998" and
replacing it with "December 31, 1999".
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Administrative Agent and
each Lender as follows:
2.1 Representations and Warranties. After giving effect to this Amendment,
each of the representations and warranties of the Borrower contained in the
Credit Agreement and in the other Credit Documents is true and correct on and as
of the date hereof with the same effect as if made on and as of the date hereof
(except to the extent any such representation or warranty is expressly stated to
have been made as of a specific date, in which case such representation or
warranty is true and correct as of such date).
2.2 No Default. After giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing.
ARTICLE III
MISCELLANEOUS
3.1 Effect of Amendment. From and after the effective date of the
amendments to the Credit Agreement set forth herein, all references to the
Credit Agreement set forth in any other Credit Document or other agreement or
instrument shall, unless otherwise specifically provided, be references to the
Credit Agreement as amended by this Amendment and as may be further amended,
modified, restated or supplemented from time to time. This Amendment is limited
as specified and shall not constitute or be deemed to constitute an amendment,
modification or waiver of any provision of the Credit Agreement except as
expressly set forth herein. Except as expressly amended hereby, the Credit
Agreement shall remain in full force and effect in accordance with its terms.
3.2 Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina (without
regard to the conflicts of law provisions thereof).
3.3 Expenses. The Borrower agrees to pay upon demand all reasonable
out-of-pocket costs and expenses of the Administrative Agent and each Lender
(including, without limitation, the reasonable fees and expenses of counsel to
the Administrative Agent and each Lender) in connection with the preparation,
negotiation, execution and delivery of this Amendment and the other Credit
Documents delivered in connection herewith.
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3.4 Severability. To the extent any provision of this Amendment is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining
provisions of this Amendment in any jurisdiction.
3.5 Successors and Assigns. This Amendment shall be binding upon, inure to
the benefit of and be enforceable by the respective successors and assigns of
the parties hereto.
3.6 Construction. The headings of the various sections and subsections of
this Amendment have been inserted for convenience only and shall not in any way
affect the meaning or construction of any of the provisions hereof.
3.7 Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. After execution and
delivery by the parties hereto, this Amendment shall be deemed to be effective
as of January 1, 1999.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.
FIRST UNION NATIONAL BANK,
as Administrative Agent and as Lender
By: _______________________________
Title: _______________________________
[Signatures Continued]
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ORION CAPITAL CORPORATION
By: _______________________________
Title: _______________________________
[Signatures Continued]
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: _______________________________
Title: _______________________________
[Signatures Continued]
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FLEET NATIONAL BANK
By: _______________________________
Title: _______________________________
[Signatures Continued]
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FIRST NATIONAL BANK OF CHICAGO
By: _______________________________
Title: _______________________________
[Signatures Continued]
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MELLON BANK, N.A.
By: _______________________________
Title: _______________________________
[Signatures Continued]
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XXXXX XXXXXX BANK AND TRUST COMPANY
By: _______________________________
Title: _______________________________
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