Exhibit 10.27
FIRST AMENDMENT TO CREDIT AGREEMENT
AND EXTENSION
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND EXTENSION, dated as of the
10th day of June, 1999 (this "Amendment"), is made among EVEREST REINSURANCE
HOLDINGS, INC., a Delaware corporation (the "Borrower"), and FIRST UNION
NATIONAL BANK (the "Lender").
RECITALS
A. The borrower and the Lender are parties to a Credit Agreement, dated as
of June 16, 1997 (as amended, the "Credit Agreement"), providing for the
availability of a revolving credit facility to the Borrower upon the terms and
conditions set forth therein. Capitalized terms used herein without definition
shall have the meanings given to them in the Credit Agreement.
B. The Borrower has requested that the Lender (i) extend the maturity date
of the revolving credit facility and (ii) agree to certain amendments to the
Credit Agreement. The Lender has agreed to extend the maturity date and effect
such amendments upon the terms and conditions set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS
1.1 MARGIN PERCENTAGE. The definition of "Margin Percentage" in SECTION 1.1
of the Credit Agreement is hereby amended and restated in its entirety as
follows:
"Margin Percentage" shall mean, at any time, (a) if
to be added to the LIBOR Rate pursuant to SECTION 2.6 for
purposes of determining the Adjusted LIBOR Rate, 0.40%, and
(b) if to be used in calculating the facility fee payable
pursuant to SECTION 2.7, 0.10%.
1.2 STATUTORY SURPLUS. SECTION 6.2 of the Credit Agreement is hereby amended
by deleting the reference to $575,000,000" and replacing it with $800,000,000".
ARTICLE II
EXTENSION OF MATURITY DATE
Pursuant to SECTION 2.16 of the Credit Agreement, the Borrower has
requested that the Lender extend the Maturity Date to June 10, 2000. The Lender,
subject to the terms and conditions of this Amendment, hereby extends the
Maturity Date to June 10, 2000.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Lender as follows:
3.1 REPRESENTATIONS AND WARRANTIES. After giving effect to this Amendment,
each of the representations and warranties of the Borrower contained in the
Credit Agreement and in the other Credit Documents is true and correct on and as
of the date hereof with the same effect as if made on and as of the date hereof
(except to the extent any such representation or warranty is expressly stated
to have been made as of a specific date, in which case such representation or
warranty is true and correct as of such date).
3.2 NO DEFAULT. After giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing.
ARTICLE IV
MISCELLANEOUS
4.1 EFFECT OF AMENDMENT. From and after the effective date of the amendments
to the Credit Agreement set forth herein, all references to the Credit Agreement
set forth in any other Credit Document or other agreement or instrument shall,
unless otherwise specifically provided, be references to the Credit Agreement as
amended by this Amendment and as may be further amended, modified, or restated
or supplemented from time to time. This Amendment is limited as specified and
shall not constitute or be deemed to constitute an amendment, modification or
waiver of any provision of the Credit Agreement except as expressly set forth
herein. Except as expressly amended hereby, the Credit Agreement shall remain in
full force and effect in accordance with its terms.
4.2 GOVERNING LAW. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New Jersey (without regard
to the conflicts of law provisions thereof).
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4.3 EXPENSES. The Borrower agrees to pay upon demand all reasonable
out-of-pocket costs and expenses of the Lender (including, without limitation,
the reasonable fees and expenses of counsel to the Lender) in connection with
the preparation, negotiation, execution and delivery of this Amendment and the
other Credit Documents delivered in connection herewith.
4.4 SEVERABILITY. To the extent any provision of this Amendment is prohibited
by or invalid under the applicable law of any jurisdiction, such provision shall
be ineffective only to the extent of such prohibition or invalidity and only in
any such jurisdiction, without prohibiting or invalidating such provision in
any other jurisdiction or the remaining provisions of this Amendment in any
jurisdiction.
4.5 SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon, inure to
the benefit of and be enforceable by the respective successors and assigns of
the parties hereto.
4.6 CONSTRUCTION. The headings of the various sections and subsections of
this Amendment have been inserted for convenience only and shall not in any
way affect the meaning or construction of any of the provisions hereof.
4.7 COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. This Amendment
shall become effective upon the execution and delivery of a counterpart hereof
by each of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.
EVEREST REINSURANCE HOLDINGS, INC.
By: /S/ Stephen L. Limauro
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Title: Senior Vice President and Comptroller
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FIRST UNION NATIONAL BANK
By: /S/ Thomas L. Stitchberry
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Title: Senior Vice President
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