Exhibit 10.14
FIRST AMENDMENT
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FIRST AMENDMENT (the "Amendment"), dated as of February 9, 2001, among
MBIA INC. ("Parent"), a Connecticut corporation, MBIA INSURANCE CORPORATION
("Corp.")' a New York stock insurance corporation, one or more Designated
Borrowers from time to time party thereto, the lenders from time to time party
thereto (each a "Lender" and, collectively, the "Lenders"), BANK ONE, NA (f/k/a
The First National Bank of Chicago), as Syndication Agent (the "Syndication
Agent"), FLEET NATIONAL BANK, as Documentation Agent (the "Documentation
Agent"), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (the
"Administrative Agent"). Unless otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement referred to below are used herein as
so defined.
W I T N E S E T H:
- - - - - - - - -
WHEREAS, Parent, Corp., the Designated Borrowers, the Lenders, the
Documentation Agent, the Syndication Agent and the Administrative Agent, are
party to a Credit Agreement, dated as of August 28, 1998 whereby the Lenders
have agreed to make Loans to the Borrowers of up to $200,000,000, which amount
was subsequently increased to $217,000,000 (as the same has been amended,
modified or supplemented to, but not including, the date hereof, the "Credit
Agreement");
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto wish to amend the Credit Agreement as provided herein;
NOW, THEREFORE, it is agreed;
A. Amendment
---------
Section 7.07 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"Leverage Ratio. Parent and Corp. will not permit the ratio of
--------------
Consolidated Total Debt to Consolidated Total Capitalization at any time to
exceed 0.2762:1.00."
B. Miscellaneous Provisions
------------------------
1. In order to induce the Lenders to enter into this Amendment, each
of Parent and Corp. hereby represents and warrants that (i) the representations
and warranties of each of Parent and Corp. contained in the Credit Agreement are
true and correct in all material respects on and as of the Amendment Effective
Date (as defined below) (except with respect to any representations and
warranties limited by their terms to a specific date, which shall be true and
correct in all material respects as of such date), and (ii) there exists no
Default or Event of Default under the Credit Agreement on the Amendment
Effective Date, in each case after giving effect to this Amendment.
2. This Amendment is limited as specified and shall not constitute an
amendment, modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
4. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Borrowers and the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of telecopier) the same to the Administrative Agent.
5. From and after the Amendment Effective Date, all references in the
Credit Agreement and in the other Credit Documents shall be deemed to be
referenced to the Credit Agreement as modified hereby.
* * *
2
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered as of the date first above written.
MBIA INC.
By:____________________________
Title:
MBIA INSURANCE CORPORATION
By:____________________________
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
Individually and as Administrative Agent
By:_________________________________
Title:
BANK ONE, NA, Individually and as Syndication
Agent
By:______________________________
Title:
FLEET NATIONAL BANK, Individually and as
Documentation Agent
By _____________________________________
Title:
BANCA MONTE DEI PASCHI DI SIENA S.p.A.
By: __________________________________
Title:
BANK OF MONTREAL
By: ____________________________________
Title:
THE CHASE MANHATTAN BANK
By: ____________________________________
Title:
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By:_____________________________
Title:
FORTIS (USA) FINANCE LLC
By:_____________________________
Title:
BANCO SANTANDER CENTRAL HISPANO
S.p.A., New York Branch
By: ___________________________
Title:
COMMERZBANK AG, NEW YORK BRANCH
By: ___________________________
Title:
NATIONAL AUSTRALIA BANK LIMITED,
NEW YORK BRANCH
By: ____________________________
Title:
NORDDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By: ___________________________
Title:
SECOND AMENDMENT TO THE CREDIT AGREEMENT
----------------------------------------
SECOND AMENDMENT (the "Amendment"), dated as of July 31, 2001, among
MBIA INC. ("Parent"), a Connecticut corporation, MBIA INSURANCE CORPORATION
("Corp.")' a New York stock insurance corporation, one or more Designated
Borrowers from time to time party thereto, the lenders from time to time party
thereto (each a "Lender" and, collectively, the "Lenders"), BANK ONE, NA (f/k/a
The First National Bank of Chicago), as Syndication Agent (the "Syndication
Agent"), FLEET NATIONAL BANK, as Documentation Agent (the "Documentation
Agent"), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (the
"Administrative Agent"). Unless otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement referred to below are used herein as
so defined.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Parent, Corp., the Designated Borrowers, the Lenders, the
Documentation Agent, the Syndication Agent and the Administrative Agent, are
party to a Credit Agreement, dated as of August 28, 1998 whereby the Lenders
have agreed to make Loans to the Borrowers of up to $200,000,000, which amount
was subsequently increased to $217,000,000 (as the same has been amended,
modified or supplemented to, but not including, the date hereof, the "Credit
Agreement");
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto wish to amend the Credit Agreement as provided herein;
NOW, THEREFORE, it is agreed;
A. Amendments
----------
1. Section 7.01(v) of the Credit Agreement is hereby amended by
deleting the text "and in no event for a period exceeding 90 days in each case"
appearing in the last line thereof.
2. Section 7.07 of the Credit Agreement is hereby amended to read
in its entirety as follows:
"Leverage Ratio. Parent and Corp. will not permit the ratio of
--------------
Consolidated Total Debt to Consolidated Total Capitalization at any
time to exceed 0.30:1.00."
3. Section 8.01(h) is hereby amended by (i) deleting the term
"Subsidiary" appearing in the first line thereof and (ii) inserting the term
"Material Subsidiary" in lieu thereof.
4. Section 8.01(i) is hereby amended by (i) deleting the term
"Subsidiary" appearing in the second line thereof and inserting the term
"Material Subsidiary" in lieu thereof and (ii)
deleting the term "Subsidiary" appearing in the penultimate line thereof and
inserting the term "Material Subsidiary" in lieu thereof.
5. Section 8.01(k) of the Credit Agreement is hereby amended by
(i) deleting the number "$10,000,000" appearing therein and (ii) inserting the
number "$25,000,000" in lieu thereof.
6. The definition of the term "Debt" contained in Section 9 of
the Credit Agreement is hereby amended by (i) inserting the following at the end
of clause (ii) therein, "except for (I) the obligations referred to in the
parenthetical in clause (x) below and (II) investment agreements entered into by
Parent or any of its Subsidiaries in the ordinary course of business in
connection with the asset management business of MBIA Asset Management and its
Subsidiaries," (ii) deleting the word "and" appearing at the end of clause
(viii) therein and (iii) inserting the following new clause (x) immediately
after clause (ix) contained therein:
"and (x) solely for the purpose of determining the ratio of
Consolidated Total Debt to Consolidated Total Capitalization pursuant
to Section 7.07, obligations under any repurchase agreements secured by
Liens constituting a borrowing of funds for a period exceeding 90 days
(other than obligations under such repurchase agreements entered into
by Parent or any of its Subsidiaries in the ordinary course of business
in connection with the asset management business of MBIA Asset
Management and its Subsidiaries),"
7. Section 9 of the Credit Agreement is hereby further amended by
adding the following new defined terms in the appropriate alphabetical order:
"Material Subsidiary" shall mean any Subsidiary with a Net Worth
greater than $5,000,000.
"MBIA Asset Management" shall mean MBIA Asset Management, LLC, a
limited liability company organized under the laws of Delaware.
B. Miscellaneous Provisions
------------------------
1. In order to induce the Lenders to enter into this Amendment,
each of Parent and Corp. hereby represents and warrants that (i) the
representations and warranties of each of Parent and Corp. contained in the
Credit Agreement are true and correct in all material respects on and as of the
Amendment Effective Date (as defined below) (except with respect to any
representations and warranties limited by their terms to a specific date, which
shall be true and correct in all material respects as of such date), and (ii)
there exists no Default or Event of Default under the Credit Agreement on the
Amendment Effective Date, in each case after giving effect to this Amendment.
2. This Amendment is limited as specified and shall not
constitute an amendment, modification, acceptance or waiver of any other
provision of the Credit Agreement or any other Credit Document.
-2-
3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
4. This Amendment shall become effective on the date (the
"Amendment Effective Date") when the Borrowers and the Required Lenders shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of telecopier) the same to the
Administrative Agent.
5. From and after the Amendment Effective Date, all references in
the Credit Agreement and in the other Credit Documents shall be deemed to be
referenced to the Credit Agreement as modified hereby.
* * *
-3-
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered as of the date first above written.
MBIA INC.
By:______________________________
Title:
MBIA INSURANCE CORPORATION
By:______________________________
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
Individually and as
Administrative Agent
By:___________________________________
Title:
By:___________________________________
Title:
BANK ONE, NA, Individually and as Syndication
Agent
By:___________________________________________
Title:
FLEET NATIONAL BANK, Individually and
as Documentation Agent
By:__________________________________
Title:
BANCA MONTE DEI PASCHI DI SIENA
S.p.A.
By:____________________________
Title
BANK OF MONTREAL
By:__________________________________
Title:
THE CHASE MANHATTAN BANK
By:_______________________________
Title:
BANK OF AMERICA NATIONAL ASSOCIATION
By:_______________________________
Title:
FORTIS (USA) FINANCE LLC
By:__________________________________
Title:
BANCO SANTANDER CENTRAL HISPANO
S.p.A., New York Branch
By:__________________________________
Title:
COMMERZBANK AG, NEW YORK BRANCH
By:__________________________________
Title:
NATIONAL AUSTRALIA BANK LIMITED,
NEW YORK BRANCH
By:__________________________________
Title:
NORDDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:__________________________________
Title:
THIRD AMENDMENT
---------------
THIRD AMENDMENT (this "Amendment"), dated as of December 7, 2001 among
MBIA INC. ("Parent"), a Connecticut corporation, MBIA INSURANCE CORPORATION
("Corp."), a New York stock insurance corporation, one or more Designated
Borrowers from time to time party thereto, the lenders from time to time party
thereto (each a "Lender" and, collectively, the "Lenders"), BANK ONE, NA (f/k/a
The First National Bank of Chicago), as Syndication Agent (the "Syndication
Agent"), FLEET NATIONAL BANK, as Documentation Agent (the "Documentation
Agent"), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (the
"Administrative Agent"). Unless otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement referred to below are used herein as
so defined.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Parent, Corp., the Designated Borrowers, the Lenders, the
Syndication Agent, Documentation Agent and the Administrative Agent, are party
to a Credit Agreement, dated as of August 28, 1998 whereby the Lenders have
agreed to make Loans to the Borrowers of up to $400,000,000, which amount was
subsequently increased to $433,000,000 (as the same has been amended, modified
or supplemented to, but not including, the date hereof, the "Credit Agreement");
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto wish to amend the Credit Agreement as provided herein;
NOW, THEREFORE, it is agreed;
A. Amendments
----------
1. Section 8.01(b) of the Credit Agreement is hereby amended by
deleting the text ", 7.07" appearing therein.
2. Section 8.01(d) of the Credit Agreement is hereby amended by
adding to the end of the text contained in the parenthetical appearing in the
second line thereof the new text ", but including, without limitation, any
covenant contained in Section 7.07".
3. The definition of the term "Agents" contained in Section 9 of
the Credit Agreement is hereby amended by (i) deleting the text ", the
Syndication Agent and the Documentation Agent" and (ii) inserting the text "and
the Co-Syndication Agents" in lieu thereof.
4. Section 9 of the Credit Agreement is hereby amended by deleting the
terms "Syndication Agent" and "Documentation Agent" in their entirety.
5. Section 9 of the Credit Agreement is hereby further amended by
adding the following new defined term in the appropriate alphabetical order:
"Co-Syndication Agent" shall mean each of The Bank of New York, Bank
One, NA, Barclays Bank PLC and Fleet National Bank in their capacities as such.
6. Section 10.01 is hereby amended by (i) deleting the text ", The
First National Bank of Chicago as Syndication Agent and Fleet National Bank as
Documentation Agent" appearing in the first sentence thereof and (ii) inserting
the text "and each of The Bank of New York, Bank One, NA, Barclays Bank PLC and
Fleet National Bank as Co-Syndication Agents" in lieu thereof.
7. Section 10.09(d) is hereby amended by (i) deleting the text "Each
of the Documentation Agent and the Syndication Agent" appearing in the first
sentence thereof and (ii) inserting "Each of the Co-Syndication Agents" in lieu
thereof.
8. Section 10.10 of the Credit Agreement is hereby amended by (i)
deleting the text "Documentation Agent; Syndication Agent" appearing in the
--------------------------------------
heading thereof and inserting the heading "Co-Syndication Agents" in lieu
---------------------
thereof and (ii) deleting the text "the Documentation Agent or the Syndication
Agent" appearing in the first sentence thereof and inserting the text "any of
the Co-Syndication Agents" in lieu thereof.
B. Miscellaneous Provisions
------------------------
1. In order to induce the Lenders to enter into this Amendment, each
of Parent and Corp. hereby represents and warrants that (i) the representations
and warranties of each of Parent and Corp. contained in the Credit Agreement are
true and correct in all material respects on and as of the Amendment Effective
Date (as defined below) (except with respect to any representations and
warranties limited by their terms to a specific date, which shall be true and
correct in all material respects as of such date), and (ii) there exists no
Default or Event of Default under the Credit Agreement on the Amendment
Effective Date, in each case after giving effect to this Amendment.
2. This Amendment is limited as specified and shall not constitute an
amendment, modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
-2-
4. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Borrowers and the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of telecopier) the same to the Administrative Agent.
5 . From and after the Amendment Effective Date, all references in the
Credit Agreement and in the other Credit Documents shall be deemed to be
referenced to the Credit Agreement as modified hereby.
* * *
-3-
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered as of the date first above written.
MBIA INC.
By:__________________________
Title:
MBIA INSURANCE CORPORATION
By:__________________________
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
Individually and as Administrative Agent
By:_______________________________________
Title:
By:_______________________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
BANK ONE, NA,
Individually and as Co-Syndication Agent
By:_______________________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
THE BANK OF NEW YORK,
Individually and as Co-Syndication Agent
By:_______________________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
BARCLAYS BANK PLC,
Individually and as Co-Syndication Agent
By:_______________________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
FLEET NATIONAL BANK,
Individually and as Co-Syndication Agent
By:_______________________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
BANK OF AMERICA, N.A
By:_______________________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
THE CHASE MANHATTAN BANK
By:_______________________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
BANK OF MONTREAL
By:_______________________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
BANCO SANTANDER CENTRAL HISPANO,
S.p.A., New York Branch
By:_____________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
NATIONAL AUSTRALIA BANK LIMITED,
NEW YORK BRANCH
By:_____________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
NORDDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By:___________________________________________
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE MULTI-YEAR CREDIT AGREEMENT]
