EXHIBIT 10.2
FIRST AMENDMENT
FIRST AMENDMENT (the "Amendment"), dated as of December 31, 1999, among
TRENWICK GROUP INC., a Delaware corporation (the "Borrower"), the lending
institutions from time to time party to the Credit Agreement referred to below
(each a "Bank" and, collectively, the "Banks"), FIRST UNION NATIONAL BANK, as
Syndication Agent, FLEET NATIONAL BANK, as Documentation Agent and THE CHASE
MANHATTAN BANK, as Administrative Agent. Unless otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement referred to
below are used herein as so defined.
W I T N E S E T H :
WHEREAS, the Borrower, the Banks, the Syndication Agent, the
Documentation Agent and the Administrative Agent have entered into a Credit
Agreement, dated as of November 24, 1999 (as amended, modified or supplemented
through, but not including, the date hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto wish to amend the Credit Agreement as provided herein;
NOW, THEREFORE, it is agreed;
A. Amendment
1. Section 8.16 of the Credit Agreement is hereby amended to read
in its entirety as follows:
"8.16 Minimum Consolidated Tangible Net Worth. The Borrower
will not permit its Consolidated Tangible Net Worth to be less than
(i) at any time on or prior to June 30, 2000, $290,000,000 and (ii) at
any time thereafter $325,000,000."
B. Miscellaneous Provisions
1. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (i) the representations and
warranties contained in the Credit Agreement and in the other Credit Documents
are true and correct in all material respects on and as of the Amendment
Effective Date (as defined below) (except with respect to any representations
and warranties limited by their terms to a specific date, which shall be true
and correct in all material respects as of such date), and (ii) there exists no
Default or Event of Default under the Credit Agreement on the Amendment
Effective Date, in each case after giving effect to this Waiver.
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2. This Amendment is limited as specified and shall not constitute an
amendment modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
3. 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.
4. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Borrower and the Required Banks shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of telecopier) the same to the Administrative Agent.
5. From and after the Amendment Effective Date, all references in the
Credit Agreement and in the other Credit Documents to the Credit Agreement shall
be deemed to be referenced to the Credit Agreement as modified hereby.
* * *
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered as of the date first above written.
TRENWICK GROUP INC.
By: /s/ Xxxx X. Xxxxx
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Title: Executive Vice President and
Chief Financial Officer
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By: /s/ Xxx Xxxxx
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Title: Vice President
CHASE MANHATTAN INTERNATIONAL LIMITED,
as Issuing Agent
By: /s/ Xxxxxxx Xxxxxxx
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Title: Vice President
By: /s/ Xxxxx Xxxxxx
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Title: Vice President
FIRST UNION NATIONAL BANK, Individually
and as Syndication Agent
By: /s/ Xxxxxx X. Stickberry
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Title: Senior Vice President
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FLEET NATIONAL BANK, Individually
and as Documentation Agent
By: /s/ Jan-Gee XxXxxxxx
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Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxx
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Title: Senior Vice President
DRESDNER BANK AG, New York and Grand
Cayman Branches
By:
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Title:
By:
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Title:
NATIONAL WESTMINSTER BANK PLC
By:
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Title:
STATE STREET BANK AND TRUST COMPANY
By:
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Title:
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XXX XXXX XX XXXX XXXXXX
By:
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Title:
THE FUJI BANK, LIMITED
By:
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Title:
BARCLAYS BANK PLC
By: /s/ Xxxxxx Xxxx
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Title: Relationship Director
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