[CHASE LOGO]
December 31, 1996
GGS Management, Inc.
GGS Management Holdings, Inc.
c/o Symons International Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Re: Second Amendment
Gentlemen:
We refer to the Credit Agreement dated as of April 30, 1996 (as amended
by a Consent and Amendment dated as of October 31, 1996, the "Credit Agreement";
terms defined in the Credit Agreement to have their respective defined meanings
when used herein) between GGS Management, Inc. (the "Company") certain banks
(the "Banks") and The Chase Manhattan Bank (successor by merger to The Chase
Manhattan Bank (National Association)), as agent for the Banks (the
"Administrative Agent").
You have requested that the Credit Agreement be amended to provide for
an amendment of a certain mandatory prepayment provision in the Credit
Agreement. Having received the consent of the all the Banks, we agree that the
Credit Agreement is hereby amended in the following respect:
Subsection (a) of Section 2.08 of the Credit Agreement shall be amended
to add the following at the end thereof:
"; provided that, without making any such prepayment, the Company may
make an Equity Issuance for up to but not exceeding $6,000,000 in the
aggregate to GGS at any time from and including December 20, 1996 to
and including December 31, 1996 so long as all of such proceeds are
-3-
contributed as Statutory Surplus to the Insurance Subsidiaries on or
before December 31, 1996."
The foregoing amendment shall become effective upon receipt by the
Administrative Agent of a copy of this letter duly executed on behalf of the
Company and GGS as below provided. This letter agreement shall be governed by
and construed in accordance with, the law of the State of New York.
THE CHASE MANHATTAN BANK,
as Administrative Agent
By /s/ J. Xxxxx Xxxxxx, Jr.
------------------------
J. Xxxxx Xxxxxx
Vice President
CONSENT:
GGS MANAGEMENT, INC.
By /s/
---------------------------------
Title: CFO
GGS MANAGEMENT HOLDINGS, INC.
By /s/ Xxxxx X. Xxxxx
---------------------------------
Title: VP & General Counsel
