REVOLVING LOAN AGREEMENT PEERLESS INDEMNITY INSURANCE COMPANY Dated as of May 22, 2006
Exhibit 10.24
PEERLESS INDEMNITY INSURANCE COMPANY
Dated as of May 22, 2006
Dated as of May 22, 2006
THIS REVOLVING LOAN AGREEMENT (the “Agreement”) is made as of [insert date] by and between PEERLESS
INDEMNITY INSURANCE COMPANY (the “Company”), an Illinois stock insurance company having its
principal office at 0000 Xxxxxxxxxxx Xxxx, 0xx Xxxxx,
Xxxxx, XX 00000 and LIBERTY MUTUAL INSURANCE COMPANY (the “Lender”), a Massachusetts stock
insurance company having its
principal office at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
SECTION I
Definitions
1.1 Definitions.
All capitalized terms used in this Agreement or in the Notes or in any certificate, report or
other document made or delivered pursuant to this Agreement shall have the meanings assigned to
them below:
Business Day. Any day other than a Saturday, a Sunday, a day on which the principal
office of the Lender is closed or a day on which commercial banks in Boston are required or
authorized to be closed.
Commitment. $100,000,000
Interest Period. The period commencing on the date of the Loan and ending on the
Termination Date, unless the Company and the Lender mutually agree to an Interest Period of lesser
duration.
Loan. A loan made to the Company by the Lender pursuant to Section II of this
Agreement, and “Loans” means all such loans or any of them.
Note. A promissory note of the Company, substantially in the form of Exhibit A
hereto, evidencing the obligation of the Company to repay the Loans.
Termination Date. May 22, 2011
SECTION II
Amount and Terms of Credit
2.1 The Loans. Subject to the terms and conditions of this Agreement, the Lender
agrees that it may, in its discretion, make Loans to the Company from time to time until the
Termination Date. Each such Loan shall be in a minimum principal amount of $25,000 up to but not
exceeding in the aggregate unpaid principal balance the Commitment. Loans made pursuant to this
Section 2.1 may be borrowed, repaid and reborrowed until the Termination Date.
2.2. Notice and Method of Borrowing. (a) Whenever the
Company desires to obtain a Loan hereunder, the Company shall
notify the Lender by telex, telegraph or telephone received no
later than 10:00 a.m. (Boston, Massachusetts time) on the day on
which the requested Loan is to be made.
(b) On the date of such Loan the Lender shall make available the amount of such Loan by
issuing a check to the Company or by wire transfer to a bank account designated by the Company.
2.3. The Note. (a) The Loans made by the Lender shall be
evidenced by a single Note, payable to the order of the Lender on
demand.
(b) The Lender shall, and is hereby irrevocably authorized by the Company to, endorse on the
Schedule I forming a part of the Note appropriate notations evidencing the date, amount and
maturity of each Loan to be evidenced by the Note, and the date and amount of each payment of
principal made by the Company with respect thereto. The Lender is hereby irrevocably authorized by
the Company to attach to and make a part of the Note a continuation of any such Schedule as and
when required. No failure on the part of the Lender to make any endorsement of a notation as
provided in this subsection (b) shall in any way affect any Loan or obligations of the Company with
respect thereto.
2.4. Payments of Principal. Each Loan shall mature, and
the principal amount thereof shall be due and payable, on the
last day of the Interest Period applicable thereto.
2.5. Interest Rate and Payment of Interest. Each Loan shall bear interest on the
outstanding principal amount thereof at a rate of interest designated from time to time by the
Lender. Such rate shall be based upon the Lender’s cost of funds and shall in no event be greater
than the Three Month London Interbank Offered Rate (LIBOR) at the time of the Loan plus .75% per
annum. Such interest shall be payable on the last day of the Interest Period applicable to such
Loan.
2.6. Method of Payment. All payments and prepayments of
principal and all payments of interest shall be made by the
Company to the Lender at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx in immediately available funds, on or before 2:00
P.M. (Boston time) on the due date thereof, free and clear of,
and without any deduction or withholding for, any taxes or other
payments.
2.7. Computation of Interest. Interest payable hereunder
shall be computed as if each calendar year consisted of 360 days
and each calendar month consisted of 30 days. If the due date
for any payment of principal is extended by operation of law,
interest shall be payable for such extended time.
SECTION III
Defaults
3. Defaults. During the term of this Agreement and so long as the Lender has any
Commitment to lend hereunder or any obligation of the Company with respect to the Loans remains
outstanding, the Company covenants that, immediately upon becoming aware of the existence of any
condition or event which constitutes an Event of Default, the Company shall give the Lender written
notice thereof specifying the nature and duration thereof and the action being or proposed to be
taken with respect thereto. There shall be an Event of Default hereunder if any of the following
events occur:
3.1. the Company shall fail to pay any principal amount of
the Loans when due or any interest thereon when due; or
3.2. the Company shall fail to perform any agreement or
covenant contained in this Agreement; or
3.3. there shall occur a material adverse change in the
assets, liabilities, financial condition or business of the
Company.
Upon the occurrence of any Event of Default or at any time thereafter while such Event of
Default is continuing, at the Lender’s option and upon the Lender’s declaration, the Lender’s
Commitment to make any further Loans hereunder shall terminate, and the unpaid principal amount of
the Loans and accrued interest thereon and all other indebtedness of the Company to the Lender
hereunder and under the Note shall become forthwith due and payable without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived.
SECTION IV
MISCELLANEOUS
4.1. Amendments, Waivers, Etc. Neither this Agreement nor
the Note nor any provision hereof or thereof may be amended,
waived, discharged or terminated except by a written instrument
signed by the Lender.
4.2. Massachusetts Law. This Agreement and the Notes shall
be construed in accordance with and governed by the laws of the
Commonwealth of Massachusetts.
4.3. Binding Effect of Agreement. (a) This Agreement
shall be binding upon and inure to the benefit of the Company and
the Lender and their respective successors and assigns; provided
that the Company may not assign or transfer its rights hereunder.
(b) The Company may, for all purposes of this Agreement, treat the Lender as the holder of
the Note drawn to its order (and owner of the Loans evidenced thereby).
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized officers as of the day and year first above written.
| PEERLESS INDEMNITY INSURANCE COMPANY |
||||
| By: | 
|
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| Print Name: Xxxxxxxx X.X. Yahia | ||||
| Title: | Assistant Treasurer | |||
| LIBERTY MUTUAL INSURANCE COMPANY |
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| By: |
|
|||
| Print Name: Xxxxxxxx X.X. Yahia | ||||
| Title: | Sr. Vice President and Treasurer | |||
EXHIBIT A
PEERLESS INDEMNITY INSURANCE COMPANY
PROMISSORY NOTE
PROMISSORY NOTE
$100,000,000
|
May 22, 0000 | |
| Xxxxxx, Xxxxxxxxxxxxx |
For value received, the undersigned hereby promises to pay to Liberty Mutual Insurance Company
(the “Lender”), or order, at the principal office of the Lender at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, the principal amount of ONE HUNDRED MILLION DOLLARS ($100,000,000) or such lesser
amount as shall equal the aggregate unpaid principal amount of all Loans (as defined in the
Agreement referred to below) made by the Lender to the undersigned pursuant to the Agreement, on
demand in lawful money of the United States and in immediately available funds, and to pay interest
on the unpaid principal amount hereof, from time to time outstanding, at said office, in like money
and funds, for the period commencing on the date hereof through and including the date when paid in
full, at the rates and on the dates provided in the Agreement.
This note is issued pursuant to, and entitled to the benefits of, and is subject to, the
provisions of a certain Revolving Loan Agreement dated as of [insert date] by and between the
undersigned and the Lender (herein, as the same may from time to time be amended or extended,
referred to as the “Agreement”), but neither this reference to the Agreement nor any provisions
thereof shall affect or impair the absolute and unconditional obligation of the undersigned maker
of this Note to pay the principal of and interest on this Note as herein provided.
In case an Event of Default (as defined in the Agreement) shall occur, the aggregate
unpaid principal of plus accrued interest on this Note may be declared to be due and payable
in the manner and with the effect provided in the Agreement.
The undersigned may at its option prepay all or any part of the principal of this Note before
maturity upon the terms provided in the Agreement.
The undersigned maker hereby waives presentment, demand, notice of dishonor, protest and all
other demands and notices in connection with the delivery, acceptance, performance and enforcement
of this Note.
This instrument shall be deemed to be an instrument executed under seal and shall be
construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.
| PEERLESS INDEMNITY INSURANCE COMPANY |
||||
| By: | ||||
| Xxxxxxxx X.X. Yahia | ||||
| Assistant Treasurer | ||||
SCHEDULE I TO PROMISSORY NOTE
| AMOUNT | INTEREST | REPAID OR | NOTATION | |||||||||||||
| DATE | OF LOAN | PERIOD | CONVERTED | MADE BY | ||||||||||||
PEERLESS INDEMNITY INSURANCE COMPANY
PROMISSORY NOTE
PROMISSORY NOTE
$100,000,000
|
May 22, 0000 | |
| Xxxxxx, Xxxxxxxxxxxxx |
For value received, the undersigned hereby promises to pay to Liberty Mutual Insurance Company
(the “Lender”), or order, at the principal office of the Lender at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, the principal amount of ONE HUNDRED MILLION DOLLARS ($100,000,000) or such lesser
amount as shall equal the aggregate unpaid principal amount of all Loans (as defined in the
Agreement referred to below) made by the Lender to the undersigned pursuant to the Agreement, on
demand in lawful money of the United States and in immediately available funds, and to pay interest
on the unpaid principal amount hereof, from time to time outstanding, at said office, in like money
and funds, for the period commencing on the date hereof through and including the date when paid in
full, at the rates and on the dates provided in the Agreement.
This note is issued pursuant to, and entitled to the benefits of, and is subject to, the
provisions of a certain Revolving Loan Agreement dated as of May 22, 2006 by and between the
undersigned and the Lender (herein, as the same may from time to time be amended or extended,
referred to as the “Agreement”), but neither this reference to the Agreement nor any provisions
thereof shall affect or impair the absolute and unconditional obligation of the undersigned maker
of this Note to pay the principal of and interest on this Note as herein provided.
In case an Event of Default (as defined in the Agreement) shall occur, the aggregate
unpaid principal of plus accrued interest on this Note may be declared to be due and payable
in the manner and with the effect provided in the Agreement.
The undersigned may at its option prepay all or any part of the principal of this Note before
maturity upon the terms provided in the Agreement.
The undersigned maker hereby waives presentment, demand, notice of dishonor, protest and all
other demands and notices in connection with the delivery, acceptance, performance and enforcement
of this Note.
This instrument shall be deemed to be an instrument executed under seal and shall be
construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.
| PEERLESS INDEMNITY INSURANCE COMPANY |
||||
| By: |
|
|||
| Xxxxxxxx X.X. Yahia | ||||
| Assistant Treasurer | ||||
SCHEDULE I TO PROMISSORY NOTE
| AMOUNT | INTEREST | REPAID OR | NOTATION | |||||||||||||
| DATE | OF LOAN | PERIOD | CONVERTED | MADE BY | ||||||||||||
