1
Exhibit 10.29(d)
12.29.98
SECOND AMENDMENT TO LETTER OF CREDIT FACILITY AND
REIMBURSEMENT AGREEMENT
THIS SECOND AMENDMENT TO LETTER OF CREDIT FACILITY AND
REIMBURSEMENT AGREEMENT, dated as of December 8, 1998 (this "Amendment"), by and
among VENTON UNDERWRITING GROUP LIMITED, VENTON UNDERWRITING LIMITED, TALBOT
UNDERWRITING LIMITED, UNDERWRITERS RE GROUP, INC., UNDERWRITERS REINSURANCE
COMPANY, the Banks (as defined in the Reimbursement Agreement) parties to the
Reimbursement Agreement (as defined below), MELLON BANK, N.A., as Issuing Bank,
as Administrative Agent and as a Co-Arranger, DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as Documentation Agent and DRESDNER KLEINWORT XXXXXX
NORTH AMERICA LLC, as Co-Arranger.
WITNESSETH:
WHEREAS, the parties named above are parties to a Letter of Credit
Facility and Reimbursement Agreement, dated as of October 23, 1998 (as
heretofore amended by the First Amendment thereto, the "Reimbursement
Agreement"), pursuant to which the Banks and the Issuing Bank have agreed, on
the terms and subject to the conditions described therein, to extend credit to
the Account Parties; and
WHEREAS, capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Reimbursement Agreement; and
WHEREAS, the Account Parties and the Guarantors have requested the
Banks to amend the Reimbursement Agreement in certain respects; and
WHEREAS, the Bank Parties are willing to so amend the
Reimbursement Agreement.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1. AMENDMENT TO SECTION 6.20. Section 6.20 of the
Reimbursement Agreement is amended to read as follows:
6.20. Change in Corporate Structure; Fiscal Year. No
Credit Party shall, nor shall it permit any Subsidiary to,
(a) permit any amendment or modification to be made to its
certificate or articles of incorporation or by-laws which is
materially adverse to the interests of the Banks (provided
that such
2
Credit Party shall notify the Administrative Agent of any
other amendment or modification thereto as soon as
practicable thereafter) or (b) change its Fiscal Year to end
on any date other than December 31 of each year, except that
the Venton Entities may change their Fiscal Year to the
twelve months ending September 30.
SECTION 2. CERTAIN ADDITIONAL AMENDMENTS. In addition to the
amendments made in Section 1 of this Amendment, the Reimbursement Agreement is
hereby amended in the following respects:
(a) Section 1.01 of the Reimbursement Agreement is amended by
deleting the definition of "Subsidiary" appearing therein and by adding thereto,
in proper alphabetical sequence, the following definitions:
"Agents" shall mean, collectively, the Administrative
Agent, the Documentation Agent and the Syndication Agent and
"Agent" shall mean one of them.
"Permitted Ratable Debt Payment" shall mean a payment
by URGI under the Credit Agreement referred to in item 3 of
Schedule 3.24 hereto, as amended, supplemented or modified
from time to time, (i) which is made contemporaneously with
an actual cash payment by URGI or any Subsidiary of URGI to
the Cash Collateral Account and (ii) which bears the same
ratio to the amount of the payment to the Cash Collateral
Account referred to in clause (i) as the aggregate
outstanding principal amount of loans under such Credit
Agreement immediately before such payment (but not exceeding
$50,000,000) bears to the Letter of Credit Exposure
immediately before such payment.
"Subsidiary" of a Person means (a) any corporation more
than 50% of the outstanding securities having ordinary voting
power of which shall at the time be owned or controlled,
directly or indirectly, by such Person or (b) any
partnership, association, joint venture or similar business
organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned
or controlled. Unless the context otherwise requires, all
references herein to a "Subsidiary" shall mean a Subsidiary
of URGI.
"Syndication Agent" shall mean First Union National
Bank.
(b) Section 2.03(c)(ii) of the Reimbursement Agreement is amended
by deleting the phrase "at least two Business Days before" and inserting in lieu
thereof the phrase "at least one Business Day before".
(c) Section 2.05(b) of the Reimbursement Agreement is amended by
deleting the words "to and including the second Business Day thereafter"
appearing in the last sentence thereof (it having been determined that such
words were included in the Reimbursement Agreement as a result of a
typographical error).
(d) Section 2.14 of the Reimbursement Agreement is amended by
deleting the words "by such thirtieth day" (it having been determined that such
words were included in the Reimbursement Agreement as a result of a
typographical error) and inserting in lieu thereof the words "by such
forty-fifth day".
3
(e) Section 5.06 of the Reimbursement Agreement is amended by
deleting the words "my Account Party" (it having been determined that such words
were included in the Reimbursement Agreement as a result of a typographical
error) and inserting in lieu thereof the words "any Account Party".
(f) The introductory phrase in Article VI of the Reimbursement
Agreement, appearing immediately before Section 6.01, is amended to read as
follows:
So long as any Letter of Credit is outstanding, any
Obligation is outstanding, or the Issuing Bank has any
obligation to issue, or the Banks have any obligation to
participate in, Letters of Credit,
(g) Section 6.10 of the Reimbursement Agreement is amended by
adding, immediately preceding the period at the end thereof, the following: "and
except that URC may declare and may pay dividends to, or make distributions to,
URGI the proceeds of which are used solely and immediately to make a Permitted
Ratable Debt Payment".
(h) Section 6.14(a) of the Reimbursement Agreement is amended by
deleting the words "in an amount" appearing therein and inserting in lieu
thereof the words "in an aggregate amount".
(i) Section 6.15 of the Reimbursement Agreement is amended by
deleting the phrase "in respect of insurance contracts or policies" appearing in
clause (b) thereof and inserting in lieu of such phrase the phrase "incurred
under insurance contracts or policies or under reinsurance contracts or
policies" and by adding, immediately before the comma at the end of clause (c)
thereof, the phrase "or reinsurance policies or contracts".
(j) Section 6.24(e) of the Reimbursement Agreement is amended by
deleting the words "Controlled Group watch" (it having been determined that such
words were included in the Reimbursement Agreement as a result of a
typographical error) and inserting in lieu thereof the words "Controlled Group
which".
(k) Section 8.07 of the Reimbursement Agreement is amended by
deleting the words "Loan Parties" (it having been determined that such words
were included in the Reimbursement Agreement as a result of a typographical
error) and inserting in lieu thereof the words "Credit Parties". Section 8.07 of
the Reimbursement Agreement is further amended by adding, as a new last sentence
thereof, the following:
If an Agent receives from a Bank interest for any day on a
payment due under this Section, as contemplated by the
immediately preceding sentence, and subsequently receives
interest from a Credit Party for such day with respect to the
cost, expense or other item giving rise to such payment, the
amount of such interest received by such Agent from a Credit
Party shall be forthwith paid to such Bank.
(l) Section 8.02(a) of the Reimbursement Agreement is amended by
adding, as a new second sentence thereof, the following:
Neither the Documentation Agent nor the Syndication Agent
shall have any duties or responsibilities in its capacity as
such (as opposed to its capacity as a Bank) under this
Agreement.
4
(m) Schedule 3.24 to the Reimbursement Agreement is amended by
adding thereto as a new item 4 the following: "Guarantee by Underwriters
Reinsurance Company of loans in an aggregate principal amount not exceeding
$50,000,000, and of related obligations, in each case under the Credit Agreement
referred to in item 3 of this Schedule, as the same may be amended from time to
time".
SECTION 3. EFFECT OF AMENDMENT. The Reimbursement Agreement, as
amended by this Amendment, is in all respects ratified, approved and confirmed
and shall, as so amended, remain in full force and effect.
SECTION 4. GOVERNING LAW. This Amendment shall be deemed to be a
contract under the laws of the Commonwealth of Pennsylvania and for all purposes
shall be governed by and construed and enforced in accordance with the laws of
said Commonwealth.
SECTION 5. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
VENTON UNDERWRITING GROUP LIMITED, AS AN
ACCOUNT PARTY
By: /s/ X.X. Xxxxx
------------------------------------------------
(Signature)
Name: X.X. Xxxxx
----------------------------------------------
Title: Director
---------------------------------------------
VENTON UNDERWRITING LIMITED, AS AN ACCOUNT
PARTY
By: /s/ X.X. Xxxxx
------------------------------------------------
(Signature)
Name: X.X. Xxxxx
----------------------------------------------
Title: Director
---------------------------------------------
TALBOT UNDERWRITING LIMITED, AS AN ACCOUNT PARTY
By: /s/ X.X. Xxxxx
------------------------------------------------
(Signature)
Name: X.X. Xxxxx
----------------------------------------------
Title: Director
---------------------------------------------
5
UNDERWRITERS RE GROUP, INC., AS A GUARANTOR
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------------------
(Signature)
Name: Xxxxxxx X. Xxxxxxxxxx
----------------------------------------------
Title: Chief Financial Officer
---------------------------------------------
UNDERWRITERS REINSURANCE COMPANY, AS A GUARANTOR
By: /s/ Xxxxxx X. xx Xxxxx
------------------------------------------------
(Signature)
Name: Xxxxxx X. xx Xxxxx
----------------------------------------------
Title: Senior Vice President
---------------------------------------------
MELLON BANK, N.A., AS A BANK, AS ISSUING BANK, AS
ADMINISTRATIVE AGENT, AND AS CO-ARRANGER
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------------------
(Signature)
Name: Xxxxxxx X. Xxxxxxxxx
----------------------------------------------
Title: Vice President
---------------------------------------------
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, AS DOCUMENTATION AGENT AND AS A
BANK
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------ ----------------------------
(Signature) (Signature)
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxxxxx
---------------------- --------------------------
Title: Vice President Title: Vice President
--------------------- -------------------------
DRESDNER KLEINWORT XXXXXX NORTH AMERICA
LLC AS CO-ARRANGER
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------ ----------------------------
(Signature) (Signature)
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxxxxx
---------------------- --------------------------
Title: Vice President Title: Vice President
--------------------- -------------------------
