Exhibit 10(h)
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment (this "Amendment") is entered into as November 20,
1997 by and among Valley Group, Inc., an Oregon corporation (the "Borrower"),
White Mountains Holdings, Inc., a New Hampshire corporation ("Parent"), The
First National Bank of Chicago, individually and as agent (the "Agent"), and the
other financial institutions signatory hereto (the "Lenders").
RECITALS
A. The Borrower, Parent, the Agent and the Lenders are party to that
certain Amended and Restated Credit Agreement, dated as of July 30, 1997 (the
"Credit Agreement"). Unless otherwise specified herein, capitalized terms used
in this Amendment shall have the meanings ascribed to them by the Credit
Agreement.
B. The Borrower, Parent, the Agent and the Lenders wish to amend the
Credit Agreement on the terms and conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:
I. AMENDMENTS
1. Article I of the Credit Agreement is hereby amended by inserting
the phrase ", ML (Bermuda) Holdings Ltd., TRG Associates, LLC" immediately after
the phrase "Folksamerica Holding Company Inc." appearing in clause (ii) of the
definition "Fixed Charges Covering Ratio" contained herein.
2. Section 6.11 of the Credit Agreement is amended by (i) deleting
the word "and" appearing at the end of clause (e) contained therein and (ii)
deleting clause (f) contained therein in its entirety and inserting in lieu
thereof the following new clauses (f) and (g):
"(f) Contingent Obligations permitted under Section 6.14; and
(g) other Indebtedness of either Loan Party or any of its Subsidiaries
to the extent not otherwise included in subparagraphs (a) through (f)
of this Section 6.11, in an aggregate amount outstanding at any one
time not to exceed $5,000,000.".
3. Section 6.14 of the Credit Agreement is amended by (i) deleting
the word "and" appearing at the end of clause (c) contained therein in its
entirety and inserting a comma in lieu thereof, (ii) deleting the period
appearing at the end of clause (d) contained therein in its entirety
and inserting the word "and" in lieu thereof and (iii) inserting the following
new clause (e):
"(e) issuance by Parent of financial guarantees to the holders of
seller notes issued by ML (Bermuda) Holdings Ltd. or any of its
Subsidiaries, provided that the aggregate principal amount of all such
financial guarantees shall not at any time exceed 6,500,000 British
Pounds.".
II. MISCELLANEOUS
1. Representations and Warranties of the Borrower and Parent. The
Borrower and Parent each represent and warrant that:
(a) each of the representation and warranties set for in Article V of
the Credit Agreement is true and correct in all material respects on the
date hereof as if made on the date hereof; and
(b) immediately upon giving effect to this Amendment, no Default of
Unmatured Default has occurred and is continuing.
2. Conditions to Occurrence of Effective Date. This Amendment shall
become effective as of the date first written above upon the execution and
delivery of this Amendment by the Borrower, Parent and the Required Lenders.
3. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically amended above, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of the Agent or any
Lender under the Credit Agreement or any Loan Document, nor constitute a
waiver of any provision of the Credit Agreement or any Loan Document. Upon
the effectiveness of the amendment to the Credit Agreement effected by this
Amendment, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of similar import shall mean and
be a reference to the Credit Agreement as amended hereby.
4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
5. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purposed.
6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one of the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
VALLEY GROUP, INC.
By
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Title:
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WHITE MOUNTAINS HOLDINGS, INC.
By
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Title:
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THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By
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Title:
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FLEET NATIONAL BANK
By
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Title
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