EXHIBIT 10(D)
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") is entered
into as of October 29, 1999 by and among White Mountains Insurance Group,
Ltd., a Bermuda company formerly an Arizona corporation and survivor of a
merger with White Mountains Insurance Group, Inc., a Delaware corporation
formerly known as Fund American Enterprises Holdings, Inc. (the "Borrower"),
Bank One, NA (f/k/a The First National Bank of Chicago), individually and as
agent ("Agent"), and the other financial institutions signatory hereto (the
"Lenders").
RECITALS
A. The Borrower, the Agent, the Lenders and ABN AMRO Bank, NA are party
to that certain $35,000,000 Second Amended and Restated Credit Agreement
dated as of February 24, 1999 (as amended, 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, the Agent and the undersigned 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:
1. AMENDMENT TO CREDIT AGREEMENT. Upon the Effective Date (as
defined below), the Credit Agreement shall be amended as follows:
(a) ARTICLE I is amended as follows:
(i) by deleting the definitions of "Aggregate Commitment",
"Alternate Base Rate", "Commitment", "Corporate Base Rate",
"Documentation Agent", "Eurodollar Base Rate", "Lenders", "Maturity
Date" and "Revolver Termination Date" and replacing each in its entirety
to read as follows:
"`Aggregate Commitment' means the aggregate of the Commitments
of all the Lenders hereunder. The Aggregate Commitment as of
October 29, 1999 is $50,000,000."
"`Alternate Base Rate' means, for any day, a rate of interest
per annum equal to the higher of (a) the Corporate Base Rate for
such day, and (b) the sum of the Federal Funds Effective Rate for
such day PLUS 1/2% per annum; PROVIDED, that "Alternate Base Rate"
means, for any day for the period from November 15, 1999 to January
15, 2000, a rate of interest per annum equal to the highest of (i)
the Corporate Base Rate for such day, (ii) the sum of the Federal
Funds Effective
Rate for such day plus 1/2% per annum and (iii) the sum of the then
current Federal Reserve Board Open Market Committee's `Target Fed
Funds Rate' for such day plus 1 1/2% per annum plus the Applicable
Eurodollar Margin, in each case changing when and as the Corporate
Base Rate, the Federal Funds Effective Rate or the Target Fed Funds
Rate, as the case may be, changes."
"`Commitment' means, for each Lender, the obligation of such
Lender to make Loans not exceeding the amount set forth opposite
its name on the Commitment Schedule and as set forth in any Notice
of Assignment relating to any assignment which has become effective
pursuant to SECTION 12.3.2, as such amount may be modified from
time to time pursuant to the terms hereof."
"`Corporate Base Rate' means a rate per annum equal to the
corporate base rate or prime rate of interest announced by Bank One
or by its parent, Bank One Corporation, from time to time, changing
when and as said corporate base rate or prime rate changes. The
Corporate Base Rate is a reference rate and does not necessarily
represent the lowest or best rate of interest actually charged to
any customer. Bank One may make commercial loans or other loans at
rates of interest at, above or below the Corporate Base Rate."
"`Documentation Agent' means First Union National Bank, in its
capacity as Documentation Agent for the Lenders pursuant to ARTICLE
X, and not in its capacity as Lender."
"`Eurodollar Base Rate' means, with respect to a Eurodollar
Advance for the relevant Interest Period, the applicable British
Bankers' Association Interest Settlement Rate for deposits in U.S.
dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest
Period, and having a maturity equal to such Interest Period,
PROVIDED that, (i) if Reuters Screen FRBD is not available to the
Agent for any reason, the applicable Eurodollar Base Rate for the
relevant Interest Period shall instead be the applicable British
Bankers' Association Interest Settlement Rate for deposits in U.S.
dollars as reported by any other generally recognized financial
information service as of 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period, and (ii) if no such British
Bankers' Association Interest Settlement Rate is available to the
Agent, the applicable Eurodollar Base Rate for the relevant
Interest Period shall instead be the rate determined by the Agent
to be the rate at which Bank One or one of its Affiliate banks
offers to place deposits in U.S. dollars with first-class banks in
the London interbank market at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest
Period, in the approximate amount of Bank One's relevant Loan and
having a maturity equal to such Interest Period."
"`Lenders' means the lending institutions listed on the
signature pages of Amendment No. 3 to Credit Agreement, dated as of
October 29, 1999, and their respective successors and assigns."
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"`Maturity Date' means April 27, 2001."
"`Revolver Termination Date' means October 27, 2000."
(ii) by deleting the definition of "First Chicago" and
replacing it in its entirety with the following definition of "Bank One"
in its proper alphabetical order:
"`Bank One' means Bank One, NA, a national banking association
having its principal office in Chicago, Illinois, in its individual
capacity, and its successors."
(iii) by adding the following definitions for "Commitment
Schedule", "Medium Term Notes", "Medium Term Note Indenture", "merge",
"Reorganization Conditions", "Reorganization Transactions", "Syndication
Agent", "White Mountains-Arizona", "White Mountains-Bermuda", "White
Mountains-Delaware", "WMSC" and "WMSC Obligations" each in its proper
alphabetical order:
"`Commitment Schedule' means the Schedule attached hereto
identified as such."
"`Medium Term Notes' means the securities issued by the
Borrower under the Medium Term Note Indenture in the original
aggregate principal amount of $150,000,000, of which approximately
$100,385,000 remains outstanding as of October 29, 1999."
"`Medium Term Note Indenture' means that certain indenture
dated as January 1, 1993 between the Borrower, as issuer, and Bank
One Trust Company, NA (f/k/a The First National Bank of Chicago),
as trustee, as amended and supplemented from time to time."
"`merge' means merge or amalgamate."
"`Reorganization Conditions' means: (a) with respect to the
transaction described in CLAUSE (b) of the definition of
Reorganization Transactions, the Borrower shall have furnished to
the Agent, with sufficient copies for the Lenders, the following
documents, all of which shall be in form and substance reasonably
satisfactory to the Lenders and their counsel: (i) the certificate
of merger and all other merger documents, (ii) the articles of
incorporation of the surviving entity, (iii) the bylaws of the
surviving entity, (iv) a certificate of incumbency as to the
Authorized Officers for the surviving entity, (v) an affirmation by
the surviving entity of its Obligations under the Credit Agreement
as successor to the Borrower, (vi) opinions of counsel as to such
matters as the Agent may reasonably request and (vii) a certificate
of compliance by the surviving entity as to the matters described
in SECTIONS 6.12(c)(i) and (iii) of the Credit Agreement; and (b)
with respect to the transaction described in CLAUSE (c) of the
definition of Reorganization Transactions, the Borrower shall have
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furnished to the Agent, with sufficient copies for the Lenders, the
following documents, all of which shall be in form and substance
reasonably satisfactory to the Lenders and their counsel: (i) the
memorandum of continuance filed with the Registrar of Companies in
Bermuda and all other redomestication documents, (ii) the bye-laws
of the continuing entity, (iii) a certificate of incumbency as to
the Authorized Officers for the continuing entity, (iv) an
affirmation by the continuing entity of its Obligations under the
Credit Agreement as successor to the Borrower, (v) opinions of
counsel as to such matters as the Agent may reasonably request and
(vi) a certificate of compliance by the continuing entity as to the
matters described in SECTIONS 6.12(c)(i) and (iii) of the Credit
Agreement."
"`Reorganization Transactions' means the Subsidiary formation,
merger and change of domicile transactions, taken together, by
which (a) White Mountains-Delaware has formed a Wholly-Owned
Subsidiary, White Mountains Insurance Group (Arizona), Inc., (b)
immediately preceding and for the purpose of consummating the
transaction described in CLAUSE (c) below, White Mountains-Delaware
merges with and into White Mountains-Arizona, which will be the
surviving corporation in the merger, with each outstanding share of
common stock of White Mountains-Delaware converted automatically
into one share of common stock of White Mountains-Arizona, (c)
White Mountains-Arizona is redomiciled and continues its existence
as White Mountains-Bermuda upon registration of the memorandum of
continuance by the Registrar of Companies in Bermuda, with each
outstanding share of common stock of White Mountains-Arizona
continuing automatically as one common share of White
Mountains-Bermuda, (d) White Mountains forms a new subsidiary,
White Mountains Properties (Barbados) SRL, a Barbados corporation
(and Wholly-Owned Subsidiary of White Mountains-Delaware), and
contributes all the shares of common stock of White Mountains
Properties, Inc., a Delaware corporation and survivor of a merger
with Fund American Enterprises, Inc., to such new subsidiary, after
which White Mountains Properties (Barbados) SRL will merge White
Mountains Properties, Inc. with and into Folksamerica with
Folksamerica being the surviving entity and (e) White
Mountains-Delaware forms a new Wholly-Owned Subsidiary, White
Mountains Holdings (Barbados) SRL, a Barbados corporation, and
contributes all the shares of common stock of White Mountains to
such new subsidiary."
"`Syndication Agent' means Fleet National Bank, in its
capacity as Syndication Agent for the Lenders pursuant to ARTICLE
X, and not in its capacity as Lender."
"`White Mountains-Arizona' means White Mountains Insurance
Group (Arizona), Inc., an Arizona corporation."
"`White Mountains-Bermuda' means White Mountains Insurance
Group, Ltd., a Bermuda company, following the registration of the
memorandum of continuance by White Mountains-Arizona with the
Registrar of Companies in Bermuda."
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"`White Mountains-Delaware' means the Borrower prior to the
consummation of the Reorganization Transactions."
"`WMSC' means White Mountains Services Corporation, a Delaware
corporation formerly known as Source One Mortgage Services
Corporation, and its successors and assigns."
"`WMSC Obligations' means, individually and collectively, the
Letters of Credit, Liens and Contingent Obligations of the Borrower
relating to the sale of WMSC in an aggregate principal amount
outstanding at any one time not to exceed $25,000,000."
(iv) by deleting the definitions for "Eligible FSA
Securities", "FSA Amount", "SOMSC", "SOMSC Credit Agreement",
"Unrestricted Subsidiary", "Valley", "Valley Credit Agreement" and
"White Mountains Credit Agreement".
(b) Each reference therein to "First Chicago" is deemed amended
to be a reference to "Bank One".
(c) Each reference therein to "Eligible FSA Securities", "FSA
Amount", "SOMSC", "SOMSC Credit Agreement", "Unrestricted Subsidiary",
"Valley", "Valley Credit Agreement" and "White Mountains Credit
Agreement" is deemed deleted with appropriate grammatical amendments
made therein.
(d) SECTION 3.1 is amended by inserting "(a)" before the body
of text therein, replacing the subclause numbering of "(a)" , "(b)" and
"(c)" therein with "(i)", "(ii)" and "(iii)", respectively, and adding
the following new subsection 3.1(b) as follows:
"(b) NON-U.S. RESERVE COSTS OR FEES WITH RESPECT TO LOANS TO
NON-U.S. BORROWER. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive
of any jurisdiction outside of the United States of America or any
subdivision thereof (whether or not having the force of law),
imposes or deems applicable any reserve requirement against or fee
with respect to assets of, deposits with or for the account of, or
credit extended by, any Lender or any applicable Lending
Installation, and the result of the foregoing is to increase the
cost to such Lender or applicable Lending Installation of making or
maintaining its Loans to the Borrower at any time that the Borrower
is not incorporated under the laws of the United States of America
or a state thereof or its Commitment to the Borrower at any such
time or to reduce the return received by such Lender or applicable
Lending Installation in connection with such Loans to the Borrower
or Commitment to the Borrower, then, within fifteen (15) days of
demand by such Lender, the Borrower shall pay such Lender such
additional amount or amounts as will compensate such Lender for
such increased cost or reduction in amount received, PROVIDED that
the Borrower shall not be required to compensate any Lender for
such non-U.S. reserve costs or fees to the extent that an amount
equal to such reserve costs or fees is received by such Lender as a
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result of the calculation of the interest rate applicable to
Eurodollar Advances pursuant to clause (a)(ii) of the definition of
`Eurodollar Rate.'"
(e) ARTICLE IV is amended by adding the following Section 4.3:
"4.3. ADVANCES FOLLOWING REORGANIZATION TRANSACTIONS. The
Lenders shall not be required to make any Advance after the
consummation of any of the Reorganization Transactions unless on
the applicable Borrowing Date the applicable Reorganization
Conditions have been satisfied."
(f) SECTION 6.4 is amended by adding the following at the end
of such section:
"; PROVIDED, HOWEVER, that (a) subject to satisfaction of the
applicable Reorganization Conditions, the Reorganization
Transactions are approved by the Lenders hereunder and (b) any
Wholly-Owned Subsidiary may discontinue its business pursuant to a
merger permitted pursuant to SECTION 6.12 or discontinue its
business where the recipient of any liquidating dividend is the
Borrower or a Wholly-Owned Subsidiary of the Borrower."
(g) SECTION 6.8 is amended by adding the following at the end
of such section:
"; PROVIDED, HOWEVER, that (a) subject to satisfaction of the
applicable Reorganization Conditions, the Reorganization
Transactions are approved by the Lenders hereunder and (b) any
Wholly-Owned Subsidiary may discontinue its business pursuant to a
merger permitted pursuant to SECTION 6.12 or discontinue its
business where the recipient of any liquidating dividend is the
Borrower or a Wholly-Owned Subsidiary of the Borrower."
(h) SECTION 6.11(d) is amended in its entirety and replaced
with the following:
"(d) Indebtedness of Folksamerica and its Subsidiaries
permitted under the Folksamerica Credit Agreement and Letters of
Credit issued on behalf of the Borrower related to the WMSC
Obligations;"
(i) SECTION 6.12(c) is amended in its entirety and replaced
with the following:
"(c) the Borrower may merge or consolidate with any other
Person, so long as immediately thereafter (and after giving effect
thereto), (i) no Default or Unmatured Default exists, (ii) the
Borrower is the continuing or surviving corporation (PROVIDED,
HOWEVER, subject to satisfaction of the applicable Reorganization
Conditions, the Borrower may consummate the merger pursuant to the
Reorganization Transactions, so long as contemporaneously with each
step the successor, continuing or surviving entity affirms its
obligations hereunder pursuant to a writing in form and substance
satisfactory to the Agent) and (iii) the
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covenants contained in SECTION 6.20 shall be complied with on a
PRO FORMA basis on the date of, and after giving effect to, such
merger or consolidation."
(j) SECTION 6.13(e) is amended in its entirety and replaced
with the following:
"(e) Contingent Obligations which are permitted pursuant to
the Folksamerica Credit Agreement and Contingent Obligations
related to the WMSC Obligations and"
(k) SECTION 6.14(g) is amended in its entirety and replaced
with the following:
"(g) Liens of Folksamerica and its Subsidiaries permitted
under the Folksamerica Credit Agreement and Liens of the Borrower
or any of its Subsidiaries related to the WMSC Obligations; and"
(l) SECTION 6.15(d) is amended by inserting on the first line
after the word "entities" contained therein, the parenthetical
phrase reading as follows:
"(including the creation of Wholly-Owned Subsidiaries)"
(m) SECTION 6.15(e) is amended in its entirety and replaced
with the following:
"(e) other Investments by the Borrower in any Person which is
a Subsidiary as of February 24, 1999, so long as no Default or
Unmatured Default has occurred and is continuing or would occur
after giving effect to such Investment;"
(n) SECTION 6.15(f) is amended in its entirety and replaced
with the following:
"(f) loans made by (x) the Borrower to any Wholly-Owned
Subsidiary and (y) any Wholly-Owned Subsidiary to a Wholly-Owned
Subsidiary or the Borrower so long as, in all cases, no Default or
Unmatured Default has occurred and is continuing or would occur
after giving effect to such loan;"
(o) SECTION 6.15(g) is amended in its entirety and replaced
with the following:
"(g) Investments by the Borrower (in addition to those
permitted by the other clauses of this SECTION 6.15) in an amount
not exceeding in the aggregate at any time $25,000,000 (including
the creation of Subsidiaries and Investments therein and
Investments in any partnership or joint venture) so long as at the
time of any such Investment no Default or Unmatured Default has
occurred and is continuing or would occur after giving effect to
such Investment; and"
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(p) SECTION 6.15(h) is amended in its entirety and replaced
with the following:
"(h) other Investments by Folksamerica and its Subsidiaries
permitted under the Folksamerica Credit Agreement."
(q) SECTION 6.15(i) is deleted in its entirety.
(r) SECTION 6.18 is amended by adding the following at the end
of such section:
"; PROVIDED, HOWEVER that subject to satisfaction of the
applicable Reorganization Conditions, the Reorganization
Transactions are approved by the Lenders hereunder."
(s) SECTION 6.19(a) is amended by deleting the language "or
the Valley Credit Agreement" therein.
(t) SECTION 6.20.3 is amended by deleting the parenthetical
phrase contained therein and replacing it in its entirety with the
following:
"(excluding any Insurance Subsidiaries and Folksamerica)"
(u) SECTION 6.21(a) is amended in its entirety and replaced
with the following:
"(a) file or consent to the filing of any consolidated,
combined or unitary income tax return with any Person other than
the Borrower or its Wholly-Owned Subsidiaries or"
(v) SECTION 7.5 is amended in its entirety and replaced with
the following:
"7.5. The default by the Borrower or any of its Subsidiaries
in the performance of any term, provision or condition contained in
any agreement or agreements under which any Funded Indebtedness
aggregating in excess of $10,000,000 was created or is governed, or
the occurrence of any other event or existence of any other
condition, the effect of any of which is to cause, or to permit the
holder or holders of such Funded Indebtedness to cause, such Funded
Indebtedness to become due prior to its stated maturity; or any
such Funded Indebtedness of the Borrower or any of its Subsidiaries
shall be declared to be due and payable or required to be prepaid
(other than by a regularly scheduled payment) prior to the stated
maturity thereof; PROVIDED, HOWEVER, that in each case if any of
the above described events arises with respect to the Medium Term
Notes or the Medium Term Notes Indenture and arises solely out of
the Borrower's consummation of the Reorganization Transactions, a
Default shall not occur unless the Borrower shall fail within
ninety (90) days to pay in full any such Funded Indebtedness which
has been declared to be due and payable or required
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to be prepaid (other than by a regularly scheduled payment) prior
to the stated maturity thereof."
(w) SECTION 10.13 is amended in its entirety and replaced with
the following:
"10.13 SYNDICATION AGENT AND DOCUMENTATION AGENT.
(a) Fleet National Bank is hereby appointed Syndication Agent
of the Lenders hereunder and under each Loan Document. Fleet
National Bank shall not have any duties, responsibilities or
liabilities in its capacity as Syndication Agent.
(b) First Union National Bank is hereby appointed
Documentation Agent of the Lenders hereunder and under each Loan
Document. First Union National Bank shall not have any duties,
responsibilities or liabilities in its capacity as Documentation
Agent."
(x) The PRICING SCHEDULE is amended in its entirety and
replaced with the PRICING SCHEDULE attached hereto.
(y) EXHIBIT C is amended in its entirety and replaced with
EXHIBIT C attached hereto.
(z) The Credit Agreement is amended by adding the COMMITMENT
SCHEDULE attached hereto.
2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower
represents and warrants that:
(a) The execution, delivery and performance by the Borrower of
this Amendment has been duly authorized by all necessary corporate
action and that this Amendment is a legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance with its
terms, except as the enforcement thereof may be subject to the effect of
any applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors' rights generally;
(b) After giving effect to this Amendment, each of the
representations and warranties contained in the Credit Agreement is true
and correct in all material respects on and as of the date hereof as if
made on the date hereof; and
(c) After giving effect to this Amendment, no Default or
Unmatured Default has occurred and is continuing.
3. EFFECTIVE DATE. This Amendment shall become effective upon the
execution and delivery hereof by the Borrower, the Agent and each of the
Lenders; provided that SECTION 1 hereof shall not become effective until the
date (the "Effective Date") when the following additional conditions have
also been satisfied:
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(a) a certificate, executed by the Secretary or Assistant
Secretary of the Borrower, certifying (i) an attached copy of the Board
of Directors' resolutions for White Mountains-Arizona and the Board of
Directors' resolutions for White Mountains-Delaware authorizing the
execution, delivery and performance under this Amendment and (ii) that
there have been no amendments, supplements or modifications to any of
the Articles of Incorporation, Bylaws or certificate of incumbency of
White Mountains-Delaware delivered to the Agent on February 24, 1999, or
attached copies of such amendments, supplements or modifications;
(b) Notes payable to the order of each of the Lenders in the
amount of their respective increased Commitment duly executed by the
Borrower;
(c) payment of all fees by the Borrower due to the Agent and
the Lenders;
(d) ABN AMRO Bank, NA shall have consented to this Amendment
and the reduction to $0 of its commitment under the Credit Agreement,
such consent to be in form and substance satisfactory to the Agent; and
(e) such other documents as the Agent or its counsel may have
reasonably requested.
In the event the Effective Date has not occurred on or before November
15, 1999, SECTION 1 hereof shall not become operative and shall be of no
force or effect.
4. 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, except as specifically set forth herein. Upon the
effectiveness of 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.
5. COSTS AND EXPENSES. The Borrower hereby affirms its obligations
under Section 9.7 of the Credit Agreement to reimburse the Agent for all
reasonable costs, internal charges and out-of-pocket expenses paid or
incurred by the Agent in connection with the preparation, negotiation,
execution and delivery of this Amendment, including but not limited to the
attorneys' fees and time charges of attorneys for the Agent with respect
thereto.
6. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION
105/5-1 ET SEQ, BUT OTHERWISE
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WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS,
BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
7. 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 purposes.
8. 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 and the same instrument.
[signature pages to follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.
WHITE MOUNTAINS INSURANCE GROUP, LTD.
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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XXXX XXX, XX,
Xxxxxxxxxxxx and as Agent
By:
-------------------------------------
Print Name:
-----------------------------
Title:
----------------------------------
Address: Xxx Xxxx Xxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
First Vice President
Fax No.: (000) 000-0000
Tel. No.: (000) 000-0000
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FLEET NATIONAL BANK
By:
-------------------------------------
Print Name:
-----------------------------
Title:
----------------------------------
Address: Xxx Xxxxxxx Xxxxxx-XXXXX00X
Xxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxxxxx
Vice President
Fax No.: (000) 000-0000
Tel. No.: (000) 000-0000
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FIRST UNION NATIONAL BANK
By:
-------------------------------------
Print Name:
-----------------------------
Title:
----------------------------------
Address: 0000 Xxxxxxxx Xxxxxx, XX0000
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxx XxXxxxxxxxx
Fax No.: 000-000-0000
Tel. No.: 000-000-0000
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XXXXXXXX XXXX XX,
Xxx Xxxx and/or Cayman Islands Branch
By:
-------------------------------------
Print Name:
-----------------------------
Title:
----------------------------------
By:
-------------------------------------
Print Name:
-----------------------------
Title:
----------------------------------
Address: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxxx
Fax No.: 000-000-0000
Tel. No.: 000-000-0000
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XXXXXXXX XXXX XX, Xxx Xxxx and
Grand Cayman Branches
By:
-------------------------------------
Print Name:
-----------------------------
Title:
----------------------------------
By:
-------------------------------------
Print Name:
-----------------------------
Title:
----------------------------------
Address: 00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Fax No.: 000-000-0000
Tel. No.: 000-000-0000
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PRICING SCHEDULE
-----------------------------------------------------------------------------
APPLICABLE EURODOLLAR MARGIN
(AS A PER ANNUM RATE)
-----------------------------------------------------------------------------
APPLICABLE EURODOLLAR MARGIN
(BASED ON PERCENT USAGE)
----------------------------------------------
LEVEL Less than 50% Greater than or equal to 50%
-----
Level I 0.625% 0.875%
Level II 0.725% 0.975%
Level III 0.825% 1.075%
Level IV 1.125% 1.375%
-----------------------------------------------------------------------------
APPLICABLE FACILITY FEE MARGIN
(AS A PER ANNUM RATE)
-----------------------------------------------------------------------------
LEVEL APPLICABLE FACILITY FEE MARGIN
----- ------------------------------
Level I 0.125%
Level II 0.150%
Level III 0.175%
Level IV 0.375%
For the purposes of this Schedule, the following terms have the
following meanings:
"Applicable Credit Rating" shall mean the highest rating level assigned
by S&P or Moody's, as the case may be, to any long-term senior debt of the
Borrower which ranks on parity, as to payment and security, with the Loans
and the obligations of the Borrower under this Agreement.
"Level" means, and includes, Level I, Level II, Level III or Level IV,
whichever is in effect at the relevant time.
"Level I" shall exist at any time the Applicable Credit Rating of S&P is
equal to or greater than BBB+ OR the Applicable Credit Rating of Xxxxx'x is
equal to or greater than Baa1.
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"Level II" shall exist at any time (a) the Applicable Credit Rating of
S&P is equal to or greater than BBB OR the Applicable Credit Rating of
Xxxxx'x is equal to or greater than Baa2 and (b) Level I does not exist.
"Level III" shall exist at any time the Applicable Credit Rating of S&P
is BBB- AND the Applicable Credit Rating of Xxxxx'x is Baa3.
"Level IV" shall exist at any time the Applicable Credit Rating of S&P
is less than BBB- OR the Applicable Credit Rating of Xxxxx'x is less than
Baa3 OR at any time neither S&P nor Moody's assigns an Applicable Credit
Rating.
"Percent Usage" shall mean at any time the percentage equal to the
aggregate outstanding principal amount of the Loans to the Aggregate
Commitment (or, on and after the Revolver Termination Date, the Percent Usage
shall be the percentage equal to the percentage determined on the Revolver
Termination Date).
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COMMITMENT SCHEDULE
LENDER COMMITMENT AMOUNT
------ -----------------
Bank One, NA $ 14,000,000
Fleet National Bank $ 13,000,000
First Union National Bank $ 11,000,000
Deutsche Bank AG, New York and/or $ 7,000,000
Xxxxxx Xxxxxxx Xxxxxx
Xxxxxxxx Xxxx XX, Xxx Xxxx and $ 5,000,000
Grand Cayman Branches ------------
AGGREGATE COMMITMENT $ 50,000,000
-20-
