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Exhibit 10.29(c)
FIRST AMENDMENT TO LETTER OF CREDIT FACILITY AND
REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT FACILITY AND
REIMBURSEMENT AGREEMENT, dated as of November 25, 1998 (this "Amendment"), by
and among between VENTON UNDERWRITING GROUP LIMITED, an English company
("VUGL"), VENTON UNDERWRITING LIMITED, TALBOT UNDERWRITING LIMITED, UNDERWRITERS
RE GROUP, INC., UNDERWRITERS REINSURANCE COMPANY, the Banks (as defined in the
Reimbursement Agreement) parties to the Reimbursement Agreement (as defined
below), MELLON BANK, N.A., as Issuing Bank, as Administrative Agent and as a
Co-Arranger, DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as
Documentation Agent and DRESDNER KLEINWORT XXXXXX NORTH AMERICA LLC, as
Co-Arranger.
WITNESSETH:
WHEREAS, the parties named above (other than VUGL) are parties to
a Letter of Credit Facility and Reimbursement Agreement, dated as of October 23,
1998 (the "Reimbursement Agreement"), pursuant to which the Banks and the
Issuing Bank have agreed, on the terms and subject to the conditions described
therein, to extend credit to the Account Parties; and
WHEREAS, capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Reimbursement Agreement; and
WHEREAS, URC proposes to acquire VUGL as an indirect wholly owned
subsidiary; and
WHEREAS, VUGL, the Account Parties and the Guarantors desire that,
upon such acquisition, VUGL become a party to the Reimbursement Agreement as an
Account Party and have requested the Bank Parties to amend the Reimbursement
Agreement to provide therefor; and
WHEREAS, URC has requested that, prior to such acquisition and to
execution and delivery of this Amendment by VUGL, a Letter of Credit be issued
which will be stated to be issued for the account of VUGL but which, upon its
issuance, will be, and will be deemed to be, issued for the account of Venton
Underwriting Limited; and
WHEREAS, the Bank Parties are willing to so amend the
Reimbursement Agreement and to agree to such issuance of a Letter of Credit.
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NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1. CERTAIN LETTER OF CREDIT. The Letter of Credit
requested by Venton Underwriting Limited to be issued by the Issuing Bank on or
about November 24, 1998, which has been requested to be, and will be, stated to
be issued for the account of VUGL, will be and will be deemed to be a Letter of
Credit under the Reimbursement Agreement issued for the account of Venton
Underwriting Limited. Upon the execution and delivery of this Amendment by VUGL
and the satisfaction of the conditions set forth in Section 3 of this Amendment,
(x) such Letter of Credit will be, and will be deemed to be, issued for the
account of VUGL as a Letter of Credit under the Reimbursement Agreement as
amended by this Amendment and (y) Venton Underwriting Limited will thenceforth
not be, and will thenceforth be deemed not to be, the Account Party with respect
to such Letter of Credit.
SECTION 2. AMENDMENTS TO REIMBURSEMENT AGREEMENT AND RELATED
PROVISIONS. Upon the execution and delivery of this Amendment by VUGL and the
satisfaction of all of the conditions set forth in Section 3 of this Amendment,
the following provisions shall be effective:
(a) AMENDMENTS.
(i) The definition of the term "Account Parties" and "Account
Party" in Section 1.01 of the Reimbursement Agreement is hereby amended by
adding thereto, after the words "Venton Underwriting Limited" appearing therein,
the phrase ", Venton Underwriting Group Limited".
(ii) The definition of the term "Continuing Letter of Credit
Agreement" is hereby amended by deleting the phrase "shall mean the letter of
credit agreement" and inserting in lieu thereof the phrase "shall mean,
collectively, one or more letter of credit agreements".
(b) REPRESENTATIONS AND WARRANTIES. Each of VUGL and each
Guarantor hereby represents and warrants that the representations and warranties
set forth in Article III of the Reimbursement Agreement will be true and correct
on the date of delivery of this Amendment by VUGL (and after giving effect
hereto) as if made on and as of such date.
(c) AGREEMENT OF VUGL. By its execution and delivery of this
Amendment, VUGL becomes a party to the Reimbursement Agreement as an Account
Party and a Credit Party.
SECTION 3. CONDITIONS.
(a) Proceedings and Incumbency. There shall have been delivered to
the Administrative Agent with sufficient copies for each Bank a
certificate with respect to VUGL in form and substance satisfactory to
each Co-Arranger dated the date of this Amendment and signed on behalf
of each Credit Party by the Secretary or an Assistant Secretary of VUGL
certifying as to: (a) true copies of all corporate action taken by such
Credit Party relative to the Reimbursement Agreement, this Amendment
and the other Transaction Documents applicable to it, including but not
limited to that described in Section 3.02 of the Reimbursement
Agreement and (b) the names, true signatures and incumbency of the
officer or officers of VUGL authorized to execute and deliver this
Amendment and the other Transaction Documents applicable to it. Each
Bank, the
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Issuing Bank and each Agent may conclusively rely on such certificates
unless and until a later certificate revising the prior certificate has
been furnished to such Person.
(b) Organizational Documents. There shall have been delivered to
the Administrative Agent with sufficient copies for each Bank (i)
certified copies of the articles of incorporation or memorandum of
association and by-laws or other equivalent organizational documents
for VUGL and (ii) a certificate of good standing for VUGL certified by
the appropriate Official Body of its place of organization.
(c) Opinions of Counsel. There shall have been delivered to the
Administrative Agent with sufficient copies for each Bank written
opinions addressed to the Banks, dated the Closing Date, of Messrs.
Xxxxx Xxxxxxxxxx LLP, counsel for URGI and URC and special English
counsel for VUGL, in form and substance reasonably satisfactory to each
Bank.
(d) Letter of Credit Agreement. VUGL shall have executed and
delivered to the Issuing Bank a letter of credit agreement
substantially in the form attached as Exhibit A to the Reimbursement
Agreement.
(e) Details, Proceedings and Documents. All legal details and
proceedings in connection with the transactions contemplated by this
Amendment shall be reasonably satisfactory to each Bank, and each Bank
shall have received all such counterpart originals or certified or
other copies of this Agreement and the other the Transaction Documents
and such other documents and proceedings in connection with such
transactions, in form and substance satisfactory to it, as such Bank
has reasonably requested.
SECTION 4. EFFECT OF AMENDMENT. The Reimbursement Agreement, as
amended by this Amendment, is in all respects ratified, approved and confirmed
and shall, as so amended, remain in full force and effect.
SECTION 5. GOVERNING LAW. This Amendment shall be deemed to be a
contract under the laws of the Commonwealth of Pennsylvania and for all purposes
shall be governed by and construed and enforced in accordance with the laws of
said Commonwealth.
SECTION 6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
VENTON UNDERWRITING GROUP LIMITED, AS AN
ACCOUNT PARTY
By: /s/ X.X. Xxxxx
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(Signature)
Name: X.X. Xxxxx
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Title: Director
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VENTON UNDERWRITING LIMITED, AS AN ACCOUNT
PARTY
By: /s/ X.X. Xxxxx
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(Signature)
Name: X.X. Xxxxx
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Title: Director
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TALBOT UNDERWRITING LIMITED, AS AN ACCOUNT PARTY
By: /s/ X.X. Xxxxx
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(Signature)
Name: X.X. Xxxxx
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Title: Director
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UNDERWRITERS RE GROUP, INC., AS A GUARANTOR
By: /s/ Xxxxxx X. xx Xxxxx
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(Signature)
Name: Xxxxxx X. xx Xxxxx
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Title: General Counsel and Secretary
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UNDERWRITERS REINSURANCE COMPANY, AS A GUARANTOR
By: /s/ Xxxxxx X. xx Xxxxx
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(Signature)
Name: Xxxxxx X. xx Xxxxx
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Title: Senior Vice President
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MELLON BANK, N.A., AS A BANK, AS ISSUING BANK, AS
ADMINISTRATIVE AGENT, AND AS CO-ARRANGER
By: /s/ Xxxxxxx X. Xxxxxxxxx
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(Signature)
Name: Xxxxxxx X. Xxxxxxxxx
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Title: Vice President
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DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, AS DOCUMENTATION AGENT AND AS A
BANK
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
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(Signature) (Signature)
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Vice President Title: Senior Vice President
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DRESDNER KLEINWORT XXXXXX NORTH AMERICA
LLC AS CO-ARRANGER
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
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(Signature) (Signature)
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Vice President Title: Senior Vice President
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