REVOLVING LOAN AGREEMENT GOLDEN EAGLE INSURANCE CORPORATION Dated as of May 22, 2006
Exhibit 10.20
GOLDEN EAGLE INSURANCE CORPORATION
Dated as of May 22, 2006
THIS REVOLVING LOAN AGREEMENT (the “Agreement”) is made as of [insert date] by and between GOLDEN
EAGLE INSURANCE CORPORATION (the “Company”), a California stock insurance company having its
principal office at 000 X Xxxxxx, Xxx 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. $50,000,000
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 fair, reasonable and based upon the Lender’s actual cost of funds;
provided, however, such rate 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. California Law. This Agreement and the Notes shall be
construed in accordance with and governed by the laws of the State of
California.
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.
| GOLDEN EAGLE INSURANCE CORPORATION |
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| By: | 
|
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| Print Name: | Xxxxxxxx X.X. Yahia | |||
| Title: | Assistant Treasurer | |||
| LIBERTY MUTUAL INSURANCE COMPANY |
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| By: |
|
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| Print Name: | Xxxxxxxx X.X. Yahia | |||
| Title: | Sr. Vice President and Treasurer | |||
EXHIBIT A
GOLDEN EAGLE INSURANCE CORPORATION
PROMISSORY NOTE
$50,000,000
|
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 FIFTY MILLION DOLLARS ($50,000,000) 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 State of California.
| GOLDEN EAGLE INSURANCE CORPORATION |
||||
| By: | ||||
| Xxxxxxxx X.X. Yahia | ||||
| Assistant Treasurer | ||||
SCHEDULE I TO PROMISSORY NOTE
| AMOUNT | INTEREST | REPAID OR | NOTATION | |||||||||||||
| DATE | OF LOAN | PERIOD | CONVERTED | MADE BY | ||||||||||||
GOLDEN EAGLE INSURANCE CORPORATION
PROMISSORY NOTE
$50,000,000
|
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 FIFTY MILLION DOLLARS ($50,000,000) 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 State of California.
| GOLDEN EAGLE INSURANCE CORPORATION |
||||
| By: |
|
|||
| Xxxxxxxx X.X. Yahia | ||||
| Assistant Treasurer | ||||
SCHEDULE I TO PROMISSORY NOTE
| AMOUNT | INTEREST | REPAID OR | NOTATION | |||||||||||||
| DATE | OF LOAN | PERIOD | CONVERTED | MADE BY | ||||||||||||
