THIRD AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
AND ACKNOWLEDGEMENT
THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND
ACKNOWLEDGEMENT, dated as of December 1, 1998 (this "Third Amendment"), is made
in respect of the First Amended and Restated Credit Agreement dated November 14,
1996 (as twice amended by amendments dated January 24, 1997 and October 30,
1997, the "Credit Agreement"), by and between CHARTWELL RE HOLDINGS CORPORATION,
a Delaware corporation (the "Borrower"), the financial institutions listed on
the signature pages thereof or that become parties thereto after the date
thereof (collectively the "Lenders"), FIRST UNION NATIONAL BANK (formerly known
as First Union National Bank of North Carolina), as agent for the Lenders (in
such capacity, the "Agent") and as an Issuing Bank, and FIRST UNION NATIONAL
BANK (LONDON BRANCH), as an Issuing Bank. Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Credit Agreement.
RECITALS
A. The Borrower has requested that the Credit Agreement be amended to
change the Revolving Credit Maturity Date from January 7, 2003 to January 7,
2004. Subject to the terms and conditions set forth herein, the Agent, the
Lenders and the Issuing Bank are willing to so amend the Credit Agreement.
B. The Parent and Beechwood each join this Third Amendment to approve
the transactions contemplated hereby and reaffirm its obligations under the
Guaranty and the Beechwood Escrow and Security Agreement, respectively.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, for themselves
and their successors and assigns, agree as follows:
ARTICLE I
AMENDMENT TO CREDIT AGREEMENT
1.1 Amendments to Section 1.1. (a) The definition of "Revolving Credit
Maturity Date" in Section 1.1 of the Credit Agreement shall be deleted in its
entirety and the following shall be substituted therefor:
"Revolving Credit Maturity Date" shall mean January 7, 2004.
(b) The matrix set forth in the definition of "Applicable Margin
Percentage" in Section 1.1 of the Credit Agreement shall be deleted in its
entirety and the following shall be substituted therefor:
Applicable Margin
Rating Status Percentage for LIBOR Loans
Level I Status 0.750%
Level II Status 0.875%
Level III Status 1.000%
Level IV Status 1.125%
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrower hereby certifies and warrants to the Agent, the Issuing
Bank and the Lenders that (a) each of the representations and warranties
contained in Article VI of the Credit Agreement and in the other Credit
Documents are true and correct in all material respects on the date hereof with
the same effect as though made on the date hereof, both immediately before and
after giving effect to this Amendment (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 shall be true and
correct as of such specified date), and (b) no Default or Event of Default shall
have occurred and be continuing on the date hereof.
ARTICLE III
ACKNOWLEDGEMENT
The Parent and Beechwood hereby acknowledge that the Borrower, the
Agent, the Issuing Bank and the Lenders have agreed, as provided herein, to
amend the Credit Agreement to extend the Revolving Credit Maturity Date until
January 7, 2004. Each of the Parent and Beechwood hereby approves and consents
to the transactions contemplated by this Third Amendment and agrees that its
obligations under the Guaranty and the Beechwood Escrow and Security Agreement,
respectively, and the other Credit Documents to which it is a party shall not be
diminished as a result of the execution of the Third Amendment. This
acknowledgement by the Parent and Beechwood is made and delivered to induce the
Agent, the Issuing Bank, and the Lenders to enter into this Third Amendment, and
the Parent and Beechwood acknowledge that the Agent, the Issuing Bank, and the
Lenders would not enter into this Third Amendment in the absence of the
acknowledgements contained herein.
ARTICLE IV
GENERAL
4.1 Full Force and Effect. Except as expressly amended hereby, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. As used in the Credit Agreement,
"hereinafter," "hereto," "hereof," and words of similar import shall, unless the
context otherwise requires, mean the Credit Agreement after amendment by this
Third Amendment. Any reference to the Credit Agreement or any of the other
Credit Documents herein or in any such documents shall refer to the Credit
Agreement and Credit Documents as amended hereby.
4.2 Applicable Law. This Third Amendment shall be governed by and
construed in accordance with the internal laws and judicial decisions of the
State of North Carolina.
4.3 Counterparts. This Third Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
4.4 Headings. The headings of this Third Amendment are for the purposes
of reference only and shall not affect the construction of this Third Amendment.
4.5 Effectiveness. This Third Amendment shall be deemed fully
effective when executed by each of the parties hereto.
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[Signatures Appear on the Following Page]
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be executed by their duly authorized officers all as of the day and year
first above written.
CHARTWELL RE HOLDINGS CORPORATION
By:________________________________
Name:______________________________
Title:_____________________________
CHARTWELL REINSURANCE COMPANY, for purposes
of Article IV of the Credit Agreement only
By:_______________________________
Name:_____________________________
Title:____________________________
CHARTWELL RE CORPORATION, for purposes of
Article III of this Third Amendment only
By: ______________________________
Name:_____________________________
Title:____________________________
CHARTWELL HOLDINGS LIMITED, for purposes of
Article III of this Third Amendment only
By:_______________________________
Name:_____________________________
Title:____________________________
FIRST UNION NATIONAL BANK, as Agent, as
Issuing Bank and as a Lender (formerly
known First Union National of North Carolina
and First Union National Bank
(London Branch))
By:_______________________________
Name:_____________________________
Title:____________________________
CIBC, INC.
By:_______________________________
Name:_____________________________
Title:____________________________
CREDIT LYONNAIS NEW YORK BRANCH
By:_______________________________
Name:_____________________________
Title:____________________________
FLEET NATIONAL BANK
By:_______________________________
Name:_____________________________
Title:____________________________
THE ROYAL BANK OF SCOTLAND
By:_______________________________
Name:_____________________________
Title:____________________________
