EXHIBIT 10.7
THIRD AMENDMENT TO LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and
entered into as of March 21, 2003 by and among HCC INSURANCE HOLDINGS, INC., a
Delaware corporation (the "Borrower"); each of the Lenders which is a party to
the Loan Agreement (as defined below) (individually, a "Lender" and,
collectively, the "Lenders"), XXXXX FARGO BANK TEXAS, NATIONAL ASSOCIATION,
Administrative Agent for the Lenders and Lead Arranger (in such capacity,
together with its successors in such capacity, the "Agent"), FIRST UNION
NATIONAL BANK, as Syndication Agent, BANK OF AMERICA, N.A., as Documentation
Agent, and THE BANK OF NEW YORK, as Senior Managing Agent.
RECITALS
A. The Borrower, the Lenders and the Agent executed and delivered that
certain Loan Agreement dated as of December 17, 1999. Said Loan Agreement, as
heretofore amended, is herein called the "Loan Agreement". Any capitalized term
used in this Amendment and not otherwise defined shall have the meaning
ascribed to it in the Loan Agreement.
B. The Borrower, the Lenders and the Agent desire to amend the Loan
Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, representations and warranties herein set forth, and further good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Lenders and the Agent do hereby agree as
follows:
SECTION 1. Amendments to Loan Agreement. Effective as of the date
hereof, Section 8.1(vii) of the Loan Agreement is hereby amended to read in its
entirety as follows:
(vii) (x) unsecured Indebtedness of Borrower incurred through
public debt offerings which is outstanding as of March 21, 2003
(approximately $172,000,000); (y) additional unsecured Indebtedness of
Borrower in an aggregate amount not to exceed, in the aggregate at any
one time outstanding, $28,000,000 (to be increased on a
dollar-for-dollar basis by any repayment of the Indebtedness described
in the preceding clause (x) so long as at least $100,000,000 of the
availability for borrowings under clauses (x) and (y) of this provision
shall used for (or reserved for use for) public debt offerings by
Borrower); and (z) additional unsecured Indebtedness of Borrower
incurred through public debt offerings so long as such additional
Indebtedness shall not exceed, in the aggregate at any one time
outstanding, $230,000,000; provided that such additional Indebtedness
shall have with no structured principal amortization and shall have a
stated maturity later than the Revolving Loan Maturity Date as of the
date such additional Indebtedness is incurred; and
SECTION 2. Amendment Fee. No part of this Amendment shall become
effective until the Borrower shall have delivered to the Agent payment to each
Lender executing this Amendment on or prior to March 21, 2003 of a fee of
$5,000.
SECTION 3. Ratification. Except as expressly amended by this
Amendment, the Loan Agreement and the other Loan Documents shall remain in full
force and effect. None of the rights, title and interests existing and to exist
under the Loan Agreement are hereby released, diminished or impaired, and the
Borrower hereby reaffirms all covenants, representations and warranties in the
Loan Agreement (except such representations and warranties which are, by their
express terms, limited to a prior date).
SECTION 4. Expenses. The Borrower shall pay to the Agent all
reasonable fees and expenses of its respective legal counsel (pursuant to
Section 11.3 of the Loan Agreement) incurred in connection with the execution
of this Amendment.
SECTION 5. Certifications. The Borrower hereby certifies that (a) no
material adverse change in the assets, liabilities, financial condition,
business or affairs of the Borrower has occurred since December 31, 2002 and
(b) no uncured Default or uncured Event of Default has occurred and is
continuing or will occur as a result of this Amendment.
SECTION 6. Miscellaneous. This Amendment (a) shall be binding upon and
inure to the benefit of the Borrower, the Lenders and the Agent and their
respective successors, assigns, receivers and trustees; (b) may be modified or
amended only by a writing signed by the required parties; (c) shall be governed
by and construed in accordance with the laws of the State of Texas and the
United States of America; (d) may be executed in several counterparts by the
parties hereto on separate counterparts, and each counterpart, when so executed
and delivered, shall constitute an original agreement, and all such separate
counterparts shall constitute but one and the same agreement and (e) together
with the other Loan Documents, embodies the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes
all prior agreements, consents and understandings relating to such subject
matter. The headings herein shall be accorded no significance in interpreting
this Amendment.
NOTICE PURSUANT TO TEX. BUS. & COMM. CODESS.26.02
THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN
DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY
CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
caused this Amendment to be signed by their respective duly authorized
officers, effective as of the date first above written.
HCC INSURANCE HOLDINGS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
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Title: Executive Vice President and CFO
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XXXXX FARGO BANK TEXAS, NATIONAL
ASSOCIATION, as Administrative Agent and Lead
Arranger and as a Lender
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
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Title: Regional V.P.
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BANK OF AMERICA, N.A.,
as Documentation Agent and as a Lender
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Vice President
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THE BANK OF NEW YORK,
as Senior Managing Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President
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CITICORP USA
By: /s/ Xxxxx X. Dodge
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Name: Xxxxx X. Dodge
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Title: Managing Director
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SOUTHWEST BANK OF TEXAS, N.A.
By: /s/ Xxxxxxx X. Gealter
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Name: Xxxxxxx X. Gealter
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Title: Vice President
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The undersigned hereby join in this Amendment to evidence their
consent to execution by Borrower of this Amendment, to confirm that each Loan
Document now or previously executed by the undersigned applies and shall
continue to apply to the Loan Agreement, as amended hereby, to acknowledge that
without such consent and confirmation, Lenders would not execute this Amendment
and to join in the notice pursuant to Tex. Bus. & Comm. Codess.26.02 set forth
above.
AVEMCO CORPORATION, a Delaware corporation,
LDG REINSURANCE CORPORATION, a
Massachusetts corporation, HCC EMPLOYER
SERVICES, INC., an Alabama corporation, HCC
EMPLOYEE BENEFITS, INC., a Delaware
corporation, HCC AVIATION INSURANCE GROUP,
INC., a Texas corporation, HCC BENEFITS
CORPORATION, a Delaware corporation, HCC
RISK MANAGEMENT, CORPORATION, a Texas corporation,
HCC INTERMEDIATE HOLDINGS, INC., a Delaware
corporation, ASU INTERNATIONAL, INC., a
Massachusetts corporation, XXXXXXXX
XXXXXXX, INC., a New York corporation, HCC
EMPLOYER SERVICES, INC., an Illinois
corporation, HCC-ASU ACQUISITION SUB, INC.,
a Massachusetts corporation, HCC
ACQUISITION SUB, INC., a New York
corporation
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
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Title: Executive Vice President
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