SIXTH AMENDMENT
SIXTH AMENDMENT (this "Amendment"), dated as of January 30, 1996, among
XXXXX X. XXXXXXXXX HOLDING COMPANY, INC., a Delaware corporation
("Holding"), XXXXX X. XXXXXXXXX COMPANY, a Delaware corporation (the
"Borrower"), the financial institutions party to the Credit Agreement
referred to below (the "Lenders") and BT COMMERCIAL CORPORATION and CHEMICAL
BANK, as Agents. All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the
Credit Agreement referred to below.
WITNESSETH:
WHEREAS, Holding, the Borrower, the Agents and the Lenders are parties
to a Credit Agreement, dated as of March 3, 1993, as amended, modified and
supplemented to the date hereof (as so amended, modified and supplemented,
the "Credit Agreement"); and
WHEREAS, the parties to the Credit Agreement wish to amend the Credit
Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 1.1 of the Credit Agreement is hereby amended by inserting
the following new definitions in appropriate alphabetical order:
Insurance Sub shall mean a Wholly-Owned Subsidiary of the Borrower
organized under the laws of Bermuda.
2. The definition "Permitted Transactions" contained Section 1.1 of
the Credit Agreement is hereby amended by (a) deleting the word "and"
appearing at the end of clause (iv) contained therein and (b) inserting the
following immediately after clause (v) contained therein:
"; and (vi) transactions between Holding, the Borrower or its
Subsidiaries (other than Insurance Sub) and Insurance Sub in connection
with compliance by the Borrower with Section 7.10".
3. Section 7.10 of the Credit Agreement is hereby amended by inserting
the phrase "and/or Insurance Sub" immediately after the phrase "insurance
companies" appearing in said Section 7.10.
4. Section 8.1 of the Credit Agreement is hereby amended by inserting
the phrase "(other than Insurance Sub)" immediately after the word
"Subsidiary" each time such word appears in clause (c) contained therein.
5. Section 8.5 of the Credit Agreement is hereby amended by (a)
Inserting the phrase "(other than Insurance Sub)" immediately after the word
"Subsidiary" the first time such word appears in clause (e) contained
therein, (b) deleting the word "and" appearing at the end of clause (j)
contained therein, (c) deleting clause (k) contained therein in its entirety
and (d) inserting the following new clauses (k) and (l) immediately after
clause (j) contained therein:
"(k) the Borrower may make capital contributions to Insurance Sub in an
aggregate amount not to exceed $1,000,000; and
"(l) any Investments in addition to those contemplated by the foregoing
clauses (a) through (k), provided that all Investments made pursuant to
this clause (l) shall be permitted by the Senior Notes and shall not
exceed $5,000,000 at any time outstanding.".
6. Section 8.8 of the Credit Agreement is hereby amended by (a)
inserting the phrase "and clause (c) of this Section 8.8: immediately after
the phrase "and 8.1" appearing in clause (a) contained therein and (b)
inserting the following new clause (c):
(c) Insurance Sub shall not engage in any business other than the
performance of insurance services for Holding, the Borrower and its
Subsidiaries and the investment of its assets in cash and/or Cash
Equivalents.".
7. Section 8.15 of the Credit Agreement is hereby amended by inserting
the phrase "(other than Insurance Sub)" immediately after the word
"Subsidiaries" contained therein.
8. Section 8.16 of the Credit Agreement is hereby amended by inserting
the phrase "(other than Insurance Sub)" immediately after the word
"Subsidiaries" each time such word appears therein.
9. In order to induce the Lenders to enter into this Amendment each
Credit Party hereby:
(a) makes each of the representations, warranties and agreements
contained in Section 6 of the Credit Agreement on the Sixth Amendment
Effective Date (as defined in Section 13 below), both before and after
giving effect to this Amendment; and
(b) represents and warrants that no Default or Event of Default is in
existence on the Sixth Amendment Effective Date, both before and after
giving effect to this Amendment.
10. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
11. 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 Holding and the Payments Administrator.
12. 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.
13. This Amendment shall become effective on the date (the "Sixth
Amendment Effective Date") when Holding, the Borrower, the Agents, the
Issuing Bank and all the Lenders shall have signed a copy hereof (whether
the same or different copies) and shall have delivered (including by way of
facsimile transmission) the same to the Payments Administrator at the
Payment Office.
14. From and after the Sixth Amendment Effective Date, all references
in the Credit Agreement and each of the credit Documents to the Credit
Agreement shall be deemed to be references to such Credit Agreement as
amended hereby.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first
above written.
XXXXX X. XXXXXXXXX HOLDING COMPANY, INC.
By /s/Xxxxxxx X. Xxxxxxx
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Title: Vice President & CFO
XXXXX X. XXXXXXXXX COMPANY
By /s/Xxxxxxx X. Xxxxxxx
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Title: Vice President & CFO