[CHASE LOGO]
September 26, 1996
GGS Management, Inc.
GGS Management Holdings, Inc.
c/o Symons International Group, Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205
Attention: David L. Bates, Esq.
Re: Consent and Amendment
Gentlemen:
We refer to the Credit Agreement dated as of April 30, 1996 (as
amended, supplemented and otherwise modified and in effect on the date hereof,
the "Credit Agreement"; terms defined in the Credit Agreement to have their
respective defined meanings when used herein) between GGS Management, Inc. (the
"Company") certain banks (the "Banks") and The Chase Manhattan Bank (successor
by merger to The Chase Manhattan Bank (National Association)), as agent for the
Banks (the "Administrative Agent").
In connection with a public offering by SIG of up to 3,450,000 shares
of its common stock pursuant to Form S-1 dated September __, 1996, we understand
that (1) the parties to the Stockholder Agreement wish to amend and restate such
Stockholder Agreement in substantially the form of Exhibit A attached hereto
(the "Amended and Restated Stockholder Agreement") so that the Company and GGS
may be consolidated with SIG for financial reporting purposes and (2) the
parties to the GGS Stock Purchase Agreement wish to enter into a Third Amendment
to the Stock Purchase Agreement in substantially the form of Exhibit B attached
hereto (the "Third Amendment").
- 2 -
With the consent of the Majority Banks, we consent to GGS entering the
Amended and Restated Stockholder Agreement and the Third Amendment on the
condition that simultaneously therewith, the Credit Agreement shall,
automatically and without any further action by the parties hereto, be amended
in the following respects:
1. The first sentence of Section 8.08 of the Credit Agreement shall be
amended by deleting therefrom the text from and including the words "except that
Pafco may pay to SIG a dividend" to and including the words "and Goran".
2. Section 8.12 of the Credit Agreement shall be amended by deleting
the words "clauses (e) and (f)" and replacing them with "clause (b)".
The foregoing consent shall become effective upon receipt by the
Administrative Agent of a copy of this letter duly executed on behalf of the
Company and GGS as below provided. This letter agreement shall be governed by
and construed in accordance with, the law of the State of New York.
Very truly yours,
THE CHASE MANHATTAN BANK,
as Administrative Agent
By /s/ J. David Parker, Jr.
------------------------
J. David Parker
Vice President
CONSENT:
GGS MANAGEMENT, INC.
By /s/ A Y Zuror
- - - ------------------------
Title: President
GGS MANAGEMENT HOLDINGS, INC.
By /s/ A Y Zuror
- - - ------------------------
Title: President