JANUARY 1999 AMENDMENT TO THE CREDIT AGREEMENT
JANUARY 1999 AMENDMENT TO THE CREDIT AGREEMENT (this "Amendment"), dated as
of January 22, 1999, among Capital Re Corporation (the "Borrower"), various
banks (the "Banks") and Deutsche Bank AG, New York Branch, as agent (the
"Agent"). All capitalized terms defined in the hereinafter defined Credit
Agreement shall have the same meaning when used herein unless otherwise defined
herein.
WITNESSETH:
WHEREAS, the Borrower, the Banks and the Agent entered into a Credit
Agreement, dated as of January 27, 1994 (as amended to date, the "Credit
Agreement");
WHEREAS, pursuant to Section 3.03(b) of the Credit Agreement the
Commitments of KBC Bank N.Y. (formerly known as Kredietbank N.V.) and
Westdeutsche Landesbank Girozentrale, New York Branch, expire on the date
hereof;
WHEREAS, no Loans are presently outstanding under the Credit Agreement;
WHEREAS, after the date hereof Deutsche Bank AG, New York Branch, shall be
the sole Bank;
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Amendments to the Credit Agreement. (a) The first sentence of Section
3.04(a) of the Credit Agreement is hereby amended in its entirety to read as
follows:
The expiration date of the Commitments of the Banks to make Revolving Loans
shall be January 21, 2000 (the "Revolving Loan Expiry Date"); provided,
however, that before (but not earlier than 120 days nor later than 45 days
before) the Revolving Loan Expiry Date then in effect, the Borrower may
make a written request (an "Extension Request") to the Agent at its Notice
Office and each of the Banks that the Revolving Loan Expiry Date be
extended by 364 days.
(b) Schedule I of the Credit Agreement is hereby amended in its entirety to
the form attached hereto as Annex A.
2. Representations and Warranties. In order to induce the Banks and the
Agent to enter into this Amendment, the Borrower hereby represents and warrants
that:
(a) no Default or Event of Default exists or will exist as of the date
hereof and after giving effect to this Amendment; and
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(b) as of the date hereof after giving effect to this Amendment, all
representations, warranties and agreements of the Borrower contained in the
Credit Agreement will be true and correct in all material respects.
3. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
PROVISIONS THEREOF.
4. Agreement Not Otherwise Amended. This Amendment is limited precisely as
written and shall not be deemed to be an amendment, consent, waiver or
modification of any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein, or prejudice any right or
rights which the Banks, the Agent or any of them may now have or may have in the
future under or in connection with the Credit Agreement or any of the
instruments or agreements referred to therein. Except as expressly modified
hereby, the terms and provisions of the Credit Agreement shall continue in full
force and effect. Whenever the Credit Agreement is referred to in the Credit
Agreement or any of the instruments, agreements or other documents or papers
executed and delivered in connection therewith, it shall be deemed to be a
reference to the Credit Agreement as modified hereby.
5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.
CAPITAL RE CORPORATION
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Title: EVP & CFO
DEUTSCHE BANK AG, NEW YORK
BRANCH, Individually and as Agent
By /s/ Xxxx X. XxXxxx
----------------------------------
Title: Xxxx X. XxXxxx
Vice President
By /s/ Xxxx Xrouk
----------------------------------
Title: Xxxx Xrouk
Associate
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ANNEX A
SCHEDULE I
SCHEDULE OF COMMITMENTS
Bank Commitment
---- ----------
Deutsche Bank AG, $29,000,000
New York Branch
Total Commitment $29,000,000
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