EXHIBIT 10.28
AMENDMENT NO. 5 TO CREDIT AGREEMENT
-----------------------------------
AMENDMENT NO. 5 TO CREDIT AGREEMENT (this "Amendment") dated as of
December 2, 1997 among Ambac Assurance Corporation (formerly, AMBAC Indemnity
Corporation) (the "Borrower"), Landesbank Hessen-Thuringen Girozentrale,
("Helaba"), Bayerische Landesbank Girozentrale, ("BLG"), Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch
("Rabobank" and, together with Helaba and BLG, the "Banks"), and Deutsche Bank
AG, New York Branch, as Agent (the "Agent").
W I T N E S S E T H :
-------------------
WHEREAS, the Borrower, the Banks and the Agent have entered into a Credit
Agreement, dated as of December 2, 1993 (as amended to date, the "Agreement");
and
WHEREAS, the parties hereto desire to amend the Agreement as herein
provided; and
WHEREAS, pursuant to Section 12.12 of the Agreement, the Agreement may be
amended by the written agreement of the Borrower, the Banks and the Agent;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
-------------
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.
2. Amendments. (a) All references in the Agreement (including
----------
in any Schedule or Exhibit thereto) to "AMBAC Indemnity Corporation" are hereby
amended to "Ambac Assurance Corporation".
(b) The definition of "Parent" in Section 1.01 is hereby amended in its
entirety and replaced with the following: "Parent" shall mean Ambac Financial
Group, Inc., a Delaware corporation.
(c) The "December 2, 2003" date set forth in the first sentence of Section
3.04 is hereby amended to "December 2, 2004".
(d) Schedule I is hereby deleted in its entirety and replaced with Exhibit
A attached hereto.
3. No Default. The Borrower hereby represents and warrants to
----------
the Banks and the Agent that, both before and after giving effect to this
Amendment, no Default or Event of Default exists.
4. Representations and Warranties. The Borrower hereby represents
------------------------------
and warrants to the Banks and the Agent that, both before and after giving
effect to this Amendment, the representations and warranties contained in
Section 7 of the Agreement are true and correct in all material respects on and
as of the date hereof.
5. Counterparts. This Amendment may be executed simultaneously
------------
in two or more counterparts, each of which shall be deemed to be an original,
and it shall not be necessary in making proof of this Amendment to produce or
account for more than one such counterpart.
6. Agreement Not Otherwise Amended. Terms and provisions of
-------------------------------
the Agreement not amended hereby shall continue to remain in full force and
effect. From and after the date hereof, all references in the Agreement and
each of the Credit Documents to the Agreement shall be deemed references to the
Agreement as amended by this Amendment.
7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
-------------
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
THEREOF.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed and delivered on its behalf, all on the date first above written.
AMBAC ASSURANCE CORPORATION
By /s/ Xxxxx Xxxxxx
-------------------------
Title: Senior Vice President,
CFO and Treasurer
LANDESBANK HESSEN-THURINGEN
GIROZENTRALE
-2-
By /s/ Xxxx X. Xxxx
-----------------------------
Title: Senior Vice President,
Manager
By /s/ Xxxxx Icreccaio III
-----------------------------
Title: Assistant Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE
By /s/ Xxxxx Xxxxxxxx
-----------------------------
Title: Senior Vice President
By /s/ Xxxxx Xxxxxxx
-----------------------------
Title: First Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A.,"RABOBANK NEDERLAND",
NEW YORK BRANCH
By /s/ Xxxxxxx xx Xxxxxxx Thege
-----------------------------
Title: Managing Director
By /s/ Xxxxxx X. Xxxxxx
-----------------------------
Title: Vice President
DEUTSCHE BANK AG, NEW YORK
BRANCH, as Agent
By /s/ Xxxxx Xxxxxxxxxxx
-----------------------------
Title: Vice President
By /s/ Xxxx Krour
-----------------------------
Title: Associate
-3-
EXHIBIT A
---------
SCHEDULE I
----------
COMMITMENTS
-----------
BANK COMMITMENT AMOUNT
---- -----------------
COOPERATIEVE CENTRALE RAIFFEISEN- $180,000,000
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
BAYERISCHE LANDESBANK GIROZENTRALE 165,000,000
LANDESBANK HESSEN-THURINGEN GIROZENTRALE 105,000,000
-----------
TOTAL $450,000,000
===========
