Exhibit 99.1
EXECUTION COPY
AMENDMENT
AMENDMENT dated as of March 30, 2001 (this "Amendment") among Ohio
Casualty Corporation (the "Company"), the financial institutions signatory
hereto (the "Lenders") and The Chase Manhattan Bank, as administrative agent
for the Lenders (the "Administrative Agent").
The Company, the Lenders and the Administrative Agent are party to a
Credit Agreement dated as of October 27, 1997 (as amended, modified and in
effect on the date hereof, the "Credit Agreement").
The Company, the Administrative Agent and the Lenders have agreed to
modify the terms of the Credit Agreement as provided herein.
Accordingly, in consideration of the premises and the mutual agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Definitions. Terms used but not defined herein shall
have the respective meanings ascribed to such terms in the Credit Agreement.
Section 2. Amendments. Subject to the satisfaction of the conditions
to effectiveness specified in Section 4 hereof, but with effect on and after
the date hereof:
(i) Section 1.01 of the Credit Agreement is amended by
replacing the definition of "Applicable Margin" in its entirety as
follows:
"Applicable Margin" shall mean, with respect to Base Rate
Loans and Eurodollar Loans, as at any date of determination,
the percentage per annum (expressed in number of basis points)
determined by reference to the S&P Rating as at such date:
APPLICABLE MARGIN
-----------------
Category S&P Rating Base Rate Loans Eurodollar Loans
(a) Less than A+ but equal to or 0 basis points 57.5 basis points
greater than A
(b) Less than A but equal to or 0 basis points 75.0 basis points
greater than A- or greater
(c) Less than A- but equal to or 50.0 basis points 112.5 basis points
greater than BBB+
(d) Less than BBB+ but equal to or 100.0 basis points 150.0 basis points
greater than BBB
(e) Less than BBB or no rating 150.0 basis points 200.0 basis points
provided that if a Default shall have occurred and be continuing,
category (e) shall be deemed applicable for as long as the same shall
continue. Each change in any Applicable Margin in respect of
Eurodollar Loans resulting from a change in the S&P Rating shall take
effect at the time of such change in the S&P Rating.
(ii) Section 2.08 is hereby amended in its entirety as follows:
2.08 Facility Fee. The Company shall pay to the Administrative
Agent for account of each Lender a facility fee on the daily average amount of
such Lender's Commitments (used and unused) during each calendar quarter
falling within the period beginning on the date of this Agreement and ending
on but not including the earlier of the date the Commitments are terminated and
all of the Loans are paid in full or the Commitment Termination Date, at a rate
per annum as at any date of determination, equal to the percentage per annum
(expressed in number of basis points) determined by reference to the S&P Rating
as at such date:
Category S&P Rating Facility Fee
-------- ---------- ------------
(a) Less than A+ but equal to or 17.5 basis points
greater than A
(b) Less than A but equal to or 25.0 basis points
greater than A-
(c) Less than A- but equal to or 37.5 bais points
greater than BBB+
(d) Less than BBB+ but equal to or 50.0 bais points
greater than BBB
(e) Less than BBB or no rating 50.0 basis points
provided that if a Default shall have occurred and be continuing, category (e)
shall be deemed applicable for as long as the same shall continue. Each
change in the percentage on the basis of which the facility fee is calculated
resulting from a change in the S&P Rating shall take effect at the time of
such change in the S&P Rating. Accrued facility fees shall be payable on each
Quarterly Date and on the earlier of the date the Commitments are terminated
and all of the Loans are paid in full or the Commitment Termination Date.
(iii) Section 8.09 is hereby amended in its entirety as follows:
8.09 Minimum Statutory Surplus. The Company will not permit
at any time the Statutory Surplus to be less than $750,000,000,
provided, that, for the quarterly periods ending March 31, 2001 and
June 30, 2001, the Statutory Surplus shall not be less than
$675,000,000.
Section 3. Representations and Warranties. The Company represents
and warrants to the Lenders and the Administrative Agent that (a) this
Amendment has been duly and validly
executed and delivered by the Company and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms and
(b) after giving effect to this Amendment, (i) no Default shall have occurred
and be continuing and (ii) the representations and warranties made by the
Company in Section 7 of the Credit Agreement are true and correct on and as
of the date hereof with the same force and effect as if made on and as of
such date (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, as of such specific date), except for
the following modification to the last sentence of Section 7.02(a):
"Since December 31, 2000, there has been no material adverse change in
the consolidated financial condition, operations, business or prospects taken
as a whole of the Company and its Consolidated Subsidiaries from that set forth
in said financial statements as at said date."
Section 4. Conditions To Effectiveness. The amendments to the Credit
Agreement set forth in Section 2 hereof shall become effective, as of the date
hereof, upon:
(i) the execution and delivery by the Company, the Majority
Lenders and the Administrative Agent of this Amendment;
(ii) the receipt by the Administrative Agent of the associated
fees and expenses to be paid as separately agreed upon by the Company
and the Administrative Agent; and
(iii) the payment of an amendment fee of 25.0 basis points to
each Lender (calculated on such Lender's Commitment) that executes and
delivers this Amendment (including by facsimile) to the Administrative
Agent; provided, however, if the Administrative Agent does not receive
an executed copy of the Amendment from any Lender prior to 12:00 Noon
EST on Friday, March 30, 2001, any such Lender(s) shall not be entitled
to payment of such fee.
Section 5. Documents Otherwise Unchanged. Except as herein provided,
the Credit Agreement shall remain unchanged and in full force and effect, and
each reference to the Credit Agreement and words of similar import in the
Credit Agreement, as amended hereby, shall be a reference to the Credit
Agreement as amended hereby and as the same may be further amended,
supplemented and otherwise modified and in effect from time to time.
Section 6. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be identical and all of which, when taken
together, shall constitute one and the same instrument, and any of the parties
hereto may execute this Amendment by signing any such counterpart.
Section 7. Expenses. Without limiting its obligations under Section
11.03 of the Credit Agreement, the Company agree to pay, on demand, all
reasonable out-of-pocket costs and expenses of the Administrative Agent
(including the legal fees of Vedder, Price, Xxxxxxx & Kammholz, special New
York counsel to the Administrative Agent) incurred in connection with the
negotiation, preparation, execution and delivery of this Amendment.
Section 8. Binding Effect. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns.
Section 9. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
Company:
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OHIO CASUALTY CORPORATION
By Xxxxxxxxx X. Xxxxxx
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Title: Executive Vice President & Treasurer
Accepted and Agreed:
Lender
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THE CHASE MANHATTAN BANK
By Xxxxxxx Xxxxxxxxx
-----------------
Title: Vice President
BANK ONE, NA
By Xxxxxxx X. Xxxxxx
-----------------
Title: First Vice President
FIRST UNION NATIONAL BANK
By Xxxxxxxx Xxxxxxx
----------------
Title: Director
KEY BANK NATIONAL ASSOCIATION
By Xxxxxxx X. Xxxxxx
------------------
Title: Vice President
BANK OF MONTREAL
By Xxxxx X. Pieka
--------------
Title: Director
Lender
------
FIFTH THIRD BANK
By Xxx Xxxxxxxxx
-------------
Title: Vice President
FLEET NATIONAL BANK
By Xxxx Xxx Xxxxxx
---------------
Title: Director
MELLON BANK, N.A.
By Xxxxx X. Xxxxx
--------------
Title: Assistant Vice President
NATIONAL CITY BANK, COLUMBUS
By Xxxx X. Xxxxxxxx
----------------
Title: Assistant Vice President
PNC BANK, OHIO, NATIONAL ASSOCIATION
By Xxxxxxx X. Xxxxx
----------------
Title: Vice President
ROYAL BANK OF CANADA
By __________________________
Title:
FIRSTAR, NA
By _________________________
Title:
STATE STREET BANK AND TRUST COMPANY
By Xxxxxx X. Xxxxxxxx
------------------
Title: Vice President
Lender
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SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By Xxxxxxx X. Xxxxxxxxx
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Title: Director
UNION BANK OF CALIFORNIA, N.A.
By Xxxxxx X. Xxxxxx
----------------
Title: Vice President
FIRST NATIONAL BANK OF SOUTHWESTERN OHIO
By Xxxxx Xxxxxx
------------
Title: First Vice President
Administrative Agent
--------------------
THE CHASE MANHATTAN BANK,
as Administrative Agent
By Xxxxxxx Xxxxxxxxx
-----------------
Title: Vice President
