AMENDMENT AND RESTATEMENT
dated as of May 28, 1999
of
364-DAY CREDIT AGREEMENT
dated as of May 29, 1998
among
ALLMERICA FINANCIAL CORPORATION
The LENDERS Party Hereto
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
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$150,000,000
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CHASE SECURITIES INC.,
as Arranger and Book Manager
AMENDMENT AND RESTATEMENT dated as of May 28, 1999 (this
"Amendment and Restatement") of the 364-DAY CREDIT AGREEMENT referred to
below, among: ALLMERICA FINANCIAL CORPORATION, a Delaware corporation (the
"Company"); the LENDERS party hereto; and THE CHASE MANHATTAN BANK, as
administrative agent to the Lenders (in such capacity, with any successors
in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent
are parties to a 364-Day Credit Agreement dated as of May 29, 1998
immediately prior to the effectiveness of this Amendment and Restatement
pursuant to Section 4 hereof, the "Existing Credit Agreement") and desire
to amend and restate the Existing Credit Agreement to make certain
amendments and other modifications thereto; and
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree to amend the Existing Credit Agreement as set forth
herein and to restate the Existing Credit Agreement to read in its entirety
as set forth in the Existing Credit Agreement, which is hereby incorporated
herein by reference, with the amendments thereto specified in Section 2 of
this Amendment and Restatement (the Existing Credit Agreement, as amended
and restated hereby, being herein called the "Amended and Restated Credit
Agreement"):
Section 1. Definitions. Terms defined in the Existing Credit
Agreement but not herein have the meanings given them in the Existing Credit
Agreement.
Section 2. Amendments. Effective on the date provided in Section
4 of this Amendment and Restatement, subject to satisfaction of the
conditions to effectiveness set forth therein, the Existing Credit
Agreement is hereby amended as follows:
2.01. General. References in the Existing Credit Agreement to
"this Agreement" or words of similar import (including indirect references
to the Existing Credit Agreement) shall be deemed to be references to the
Amended and Restated Credit Agreement.
2.02. Certain Definitions. Each of the following definitions in
Section 1.01 of the Credit Agreement shall be amended in its entirety to
read as follows:
"Applicable Loan Fee Percentage" shall mean 0.08% per annum.
"Applicable Margin" shall mean, with respect to Eurodollar Loans,
0.22% per annum.
"Commitment Termination Date" shall mean May 27, 2000, as such
date may be extended pursuant to Section 2.09 hereof.
Amendment and Restatement
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2.03. Clause (f) of Section 8.04 of the Credit Agreement shall
be amended by inserting the following parenthetical immediately after the
word "thereto" in the ninth line thereof:
"(unless the aggregate purchase price for such acquisition
is less than $20,000,000 and such approval is not required by
applicable law, in which case such approval shall not be required
hereunder)".
2.04. Clause (l) of Section 8.05 of the Credit Agreement shall
be amended in its entirety to read as follows:
"(l) additional Liens upon real and/or personal Property
created after the date hereof, provided that the aggregate
Indebtedness secured thereby and incurred on and after the
date hereof shall not exceed $30,000,000 in the aggregate at
any one time outstanding; and".
2.05. Clause (f) of Section 8.06 of the Credit Agreement shall
be amended in its entirety to read as follows:
"(f) additional Indebtedness of the Company and its
Subsidiaries (including, without limitation, Capital Lease
Obligations and other Indebtedness secured by Liens permitted
under Sections 8.05(j) or 8.05(l) hereof) if on the date of the
incurrence of such Indebtedness (after giving pro forma effect
to such Indebtedness and the application of the net proceeds
therefrom) the (A) the sum of (i) Total Debt plus (ii) the
aggregate liquidation preference of all Special Preferred
Securities but only that portion of such aggregate liquidation
preference that is at such time equal to, or in excess of, 15%
of Total Capitalization on such date would not exceed (B) 25%
of Total Capitalization.
2.06. Section 8.08 of the Credit Agreement shall be amended by
(i) replacing the word "and" immediately prior to clause (y) thereof with
a comma and (ii) amending said clause (y) in its entirety, and inserting a
new clause (z) immediately following said clause (y), to read as follows:
"(y) the Company and its Subsidiaries may enter into transactions
in the ordinary course of business and upon terms no less
favorable to the Company or such Subsidiary than the Company or
such Subsidiary would obtain in a comparable arm's-length
transaction with a Person not an Affiliate and (z) the Company
and its Subsidiaries may make investment in Affiliates in an
aggregate amount not exceeding 10% of the Total Shareholders'
Equity."
Amendment and Restatement
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Section 3. Representations and Warranties. The Borrower hereby
represents and warrants to the Lenders and the Administrative Agent that (a)
the representations and warranties set forth in Article III of the Existing
Credit Agreement as amended and restated hereby are true and correct as of
the Effective Date (as defined in Section 4 hereof) with the same force and
effect as if made on and as of such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of
such specific date) and (b) no Default shall have occurred and be continuing
on the Effective Date both immediately before and after giving effect to the
amendments set forth in Section 2 of this Amendment and Restatement.
Section 4. Conditions Precedent. The amendment and restatement
of the Existing Credit Agreement contemplated hereby shall be effective as
of May 28, 1999 (the "Effective Date") upon the satisfaction of each of the
following conditions precedent:
(a) Amended and Restated Credit Agreement. This Amendment and
Restatement, duly executed and delivered by the Borrower, the Lenders
and the Administrative Agent.
(b) Payments. Evidence satisfactory to the Administrative Agent
of payment (or arrangements for payment) in full of all unpaid loan
fees under Section 2.04 of the Existing Credit Agreement, which shall
have accrued to but not including the Commitment Termination Date as
in effect immediately prior to the effectiveness of this Amendment
and Restatement.
(c) Other Documents. Receipt by the Administrative Agent of
such other documents as any Administrative Agent or any Lender or
special New York counsel to Chase may reasonably request.
Section 5. Miscellaneous. Except as herein provided, the
Existing Credit Agreement shall remain unchanged and in full force and
effect. This Amendment and Restatement may be executed in any number
of counterparts, all of which taken together shall constitute one and
the same amendatory instrument and any of the parties hereto may execute
this Amendment and Restatement by signing any such counterpart and sending
the same by telecopier, mail messenger or courier to the Administrative
Agent or special New York counsel to Chase. This Amendment and
Restatement shall be governed by, and construed in accordance with, the
law of the State of New York.
Amendment and Restatement
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Restatement to be duly executed as of the day and year first
above written.
BORROWER
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ALLMERICA FINANCIAL CORPORATION
By: /s/ Edward J. Parry III
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Name: Edward J. Parry III
Title: Vice President, Chief
Financial Officer, and
Treasurer
Amendment and Restatement
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LENDERS
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Commitments
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(as of May 28, 1999)
$30,000,000 THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent
By: /s/ Lawrence M. Karp
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Name: Lawrence M. Karp
Title: Vice President
$30,000,000 BANKBOSTON, N.A.
By: /s/Stewart P. Neff
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Name: Stewart P. Neff
Title: Managing Director
$30,000,000 THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Samuel W. Bridges
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Name: Samuel W. Bridges
Title: First Vice President
$45,000,000 FLEET NATIONAL BANK.
By: /s/ David A. Bosselait
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Name: David A. Bosselait
Title: Vice President
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$15,000,000 THE BANK OF NEW YORK
By: /s/ Robert V. Masi
--------------------------
Name: Robert V. Masi
Title: Vice President
Amended and Restated Credit Agreement
NY3:#7208600v3
[EXECUTION COPY]
NY3:#7208600v3
Amendment and Restatement
NY3:#7208600v3
NY3:#7208600v3
Amendment and Restatement
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