EXHIBIT 10.10
SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of January 31,
2003, among ENDURANCE SPECIALTY HOLDINGS LTD. (the "Parent Borrower"), a company
organized under the laws of Bermuda, the lending institutions listed from time
to time on Annex I to the Term Loan Agreement referred to below (each a "Lender"
and, collectively, the "Lenders"), and JPMORGAN CHASE BANK, as Administrative
Agent. All capitalized terms used herein and not otherwise defined herein shall
have the respective meanings provided such terms in the Term Loan Agreement
referred to below.
W I T N E S S E T H:
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WHEREAS, the Parent Borrower, the Lenders and the Administrative
Agent are parties to a Term Loan Agreement, dated as of August 13, 2002 (as
amended, modified and supplemented to, but not including, the date hereof, the
"Term Loan Agreement"); and
WHEREAS, the parties hereto wish to amend the Term Loan Agreement
on the terms and subject to the conditions contained herein;
NOW, THEREFORE, it is agreed:
1. Section 3.02(c) of the Term Loan Agreement is hereby amended
by (i) deleting the text "50%" and inserting the text "25%" in lieu thereof and
(ii) inserting the following proviso at the end thereof:
"; provided that not more than $55,000,000 in the aggregate shall
be required to be applied pursuant to this Section 3.02(c)".
2. In order to induce the Lenders to enter into this Amendment,
the Parent Borrower hereby represents and warrants that (x) no Default or Event
of Default exists on the Second Amendment Effective Date (as defined below),
after giving effect to this Amendment, and (y) all of the representations and
warranties contained in the Term Loan Agreement and in the other Credit
Documents shall be true and correct in all material respects on the date hereof,
both before and after giving effect to this Amendment, with the same effect as
though such representations and warranties had been made on and as of such date
(it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date).
3. The Parent Borrower hereby agrees to pay to the Administrative
Agent for distribution to each Lender which has delivered an executed
counterpart hereof by 5:00 p.m. (New York City time) on January 31, 2003 as
provided in Section 7 of this Amendment a non-refundable cash fee in an amount
equal to 7.5 basis points (0.075%) of an amount equal to the sum of the
outstanding principal amount of Term Loans of such Lender as same is in effect
on the date of payment thereof as provided below (after giving effect to any
repayment of Term Loans on such date pursuant to this Amendment), which fee
shall be payable on the earlier of (i) the Business Day following the date of
the consummation of the Parent Borrower's initial public offering of its equity
securities (the "IPO") and (ii) July 31, 2003.
4. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Term Loan Agreement or any other Credit Document.
5. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Parent Borrower and the Administrative
Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
7. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when the Parent Borrower and the Required Lenders
shall have signed a counterpart hereof and shall have delivered (including by
way of telecopier) the same to the Administrative Agent at the Notice Office.
8. From and after the Second Amendment Effective Date, all
references in the Term Loan Agreement and each of the other Credit Documents to
the Term Loan Agreement shall be deemed to be references to the Term Loan
Agreement as modified hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day and
year first above written.
ENDURANCE SPECIALTY HOLDINGS LTD.
By /s/ XXXXXXX X. XXXXXXXXX
Name: Xxxxxxx X. Xxxxxxxxx
Title: President and Chief
Executive Officer
JPMORGAN CHASE BANK, Individually and as
Administrative Agent
By /s/ XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxxx
Title: Vice President
The Bank of Bermuda Limited
By: /s/ Xxxx Xxxxx
-------------------------
Name: Xxxx Xxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
THE BANK OF N.T. XXXXXXXXXXX & SON
LIMITED
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
BARCLAYS BANK PLC
By: /s/ C M J Xxx
-------------------------
Name: C M J Xxx
Title: Manager
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
Credit Lyonnais New York Branch
By: /s/ Xxxxxxxxx Xxxxx
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Name: Xxxxxxxxx Xxxxx
Title: Senior Vice President
