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Exhibit 10.39(k)
AMENDMENT NUMBER ONE
DATED AS OF APRIL 23, 1993
TO
CREDIT AGREEMENT
DATED AS OF NOVEMBER 16, 1992
This Amendment to the Credit Agreement described below is entered into as of
April 23, 1993.
1. Preliminary Statement. Reference is made to a Credit
Agreement dated as of November 16, 1992 (which, as it may be amended, extended
or supplemented from time to time, is herein called the "Credit Agreement")
among Underwriters Re Corporation (the "Borrower"), the lenders which are a
party thereto (the "Lenders") and The First National Bank of Chicago, as agent
for the Lenders (the "Agent").
2. Amendments. The Borrower, the Required Lenders and the Agent
hereby amend the Credit Agreement as follows:
In Section 2.7(a)(ii)(A) and (B) the date "June 30, 1993" is hereby
deleted and the date "September 30, 1993" is hereby inserted in lieu thereof.
3. Representations. In order to induce the Lenders to enter into
this Amendment the Borrower represents and warrants that:
A. The representations and warranties set forth in
Section 5 of the Credit Agreement, as hereby amended, are true,
correct and complete on the date hereof as if made on and as of the
date hereof and that there exists no Default or Unmatured Default on
the date hereof;
B. The execution and delivery by the Borrower of this
Amendment have been duly authorized by proper corporate proceedings
and this Amendment, and the Credit Agreement, as amended by this
Amendment, constitute valid and binding obligations of the Borrower;
and
C. Neither the execution and delivery by the Borrower of
this Amendment, the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof will violate
any law, rule, regulation, order, writ, judgment, injunction, decree
or award binding on the Borrower or the Borrower's articles of
incorporation or by-laws or the provisions of any indenture,
instrument or agreement to which the Borrower is a party or is
subject, or by which it or its property, is bound, or conflict with or
constitute a default thereunder.
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4. Closing Conditions. This Amendment shall be effective upon
receipt by the Agent from the Required Lenders and the Borrower of executed
counterparts of this Amendment or of telex or telecopied confirmation of their
execution and mailing of this Amendment.
5. Definitions. Unless the context shall otherwise require, all
terms used herein which are defined in the Credit Agreement shall have the
meanings assigned to them therein.
6. Counterparts. This Amendment may be executed by the parties
hereto individually, or in any combinations of the parties hereto in several
counterparts, all of which taken together shall constitute one and the same
amendment.
7. Ratification. Except as expressly amended hereby, all of the
representations, warranties, provisions, covenants, terms and conditions of the
Credit Agreement shall remain unaltered and in full force and effect and, as
amended hereby, the Credit Agreement is in all respects agreed to, ratified and
confirmed by the Borrower and the Lenders.
8. Effective Date. Upon satisfaction of all conditions contained
in Paragraph 4 above, this Amendment shall be effective as of April 23, 1993
(the "Effective Date").
9. Expenses. The Borrower shall pay all expenses of the Agent
(including reasonable charges for in-house counsel) incurred by the Agent in
the preparation of this Amendment.
10. Reference to and Effect on the Loan Documents. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement and the
other Loan Documents to "this Credit Agreement," "hereunder," "hereof,"
"herein" or words of like import referring to the Credit Agreement, and each
reference in the Notes and the other Loan Documents to the "Agreement,"
"thereunder," "thereof," or words of like import referring to the Agreement,
shall mean and be a reference to the Credit Agreement, as amended hereby.
UNDERWRITERS RE CORPORATION
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Its: Vice President
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THE FIRST NATIONAL BANK OF CHICAGO
Individually and as Agent
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Its: Vice President
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BANK OF NEW YORK
By:/s/ Indecipherable on behalf of
Bank of New York
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Its: Senior Vice President
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CIBC, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: Vice President
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CREDIT LYONNAIS
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its:Sr. V.P. Treasurer Deputy General Mgr.
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FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇
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Its: Assistant Vice President
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MELLON BANK, N.A.
By:/s/ ▇.▇. ▇▇▇▇▇▇▇
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Its: Senior Vice President
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SANWA BANK CALIFORNIA
By:/s/ ▇▇▇▇ ▇▇▇▇▇
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Its: Vice President
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UNION BANK, N.A.
By:/s/▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C. ▇▇▇▇▇▇▇
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Its: Vice President Vice President
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