FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of March 29, 2000 (this "First Amendment"), is made in respect of the
First Amended and Restated Credit Agreement dated August 31, 1999 (as amended
hereby, the "Credit Agreement"), among PXRE CORPORATION, a Delaware corporation
with its principal offices in Edison, New Jersey (the "Borrower"), PXRE GROUP
LTD., a Bermuda corporation ("PXRE Group"), and PXRE (BARBADOS) LTD., a Barbados
corporation ("PXRE Barbados," and collectively with PXRE Group, the
"Guarantors"), the banks and financial institutions listed on the signature
pages thereof or that become parties thereto after the date thereof
(collectively the "Lenders"), and FIRST UNION NATIONAL BANK, as agent for the
Lenders (in such capacity, the "Agent"). Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Credit Agreement.
RECITALS
The Borrower and the Lenders agree to amend the definition in the Credit
Agreement of "Available Dividend Amount."
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, for themselves
and their successors and assigns, agree as follows:
ARTICLE I
AMENDMENT TO CREDIT AGREEMENT
1.1 Amendment to Section 1.1. The definition of "Available Dividend
Amount" in Section 1.1 of the Credit Agreement shall be amended by deleting in
its entirety the existing definition of "Available Dividend Amount" and
substituting the following therefor:
"Available Dividend Amount" shall mean, with respect to any Insurance
Subsidiary for any period, the aggregate maximum amount of dividends
that is permitted by the Insurance Regulatory Authority of its
jurisdiction of domicile, under applicable Requirements of Law (without
the necessity of any consent, approval or other action of such Insurance
Regulatory Authority involving the granting of permission or the
exercise of discretion by such Insurance Regulatory Authority), to be
paid by such Insurance Subsidiary to the Borrower or another Subsidiary
of the Borrower during such period (whether or not any such dividends
are actually paid).
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrower and the Guarantors each certify and warrant to the Agent
and the Lenders (PXRE Group making such representations and warranties as to
itself and as to its Subsidiaries, the Borrower as to itself and its
Subsidiaries and PXRE Barbados making such representations and warranties as to
itself) that: (a) after giving effect to this First Amendment, each of the
representations and warranties contained in Article IV of the Credit Agreement
and in the other Credit Documents are true and correct in all material respects
on the date hereof with the same effect as though made on the date hereof, both
immediately before and after giving effect to this First Amendment (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 shall
be true and correct as of such specified date), and (b) after giving effect to
this First Amendment, no Default or Event of Default shall have occurred and be
continuing on the date hereof.
ARTICLE III
GENERAL
3.1 Full Force and Effect. Except as expressly amended hereby, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. As used in the Credit Agreement,
"hereinafter," "hereto," "hereof," and words of similar import shall, unless the
context otherwise requires, mean the Credit Agreement after amendment by this
First Amendment. Any reference to the Credit Agreement or any of the other
Credit Documents herein or in any such documents shall refer to the Credit
Agreement and Credit Documents as amended hereby.
3.2 Applicable Law. This First Amendment shall be governed by and
construed in accordance with the internal laws and judicial decisions of the
State of New York.
3.3 Counterparts. This First Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
3.4 Headings. The headings of this First Amendment are for the purposes
of reference only and shall not affect the construction of this First Amendment.
3.5 Effectiveness. This First Amendment shall be deemed fully effective
when executed by each of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their duly authorized officers all as of the day and year
first above written.
PXRE CORPORATION
By: JAMES F. DORE
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Name: JAMES F. DORE
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Title: EXECUTIVE VICE PRESIDENT
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PXRE GROUP LTD.
By: JAMES F. DORE
--------------------------------
Name: JAMES F. DORE
--------------------------------
Title: EXECUTIVE VICE PRESIDENT
--------------------------------
PXRE (BARBADOS) LTD.
By: GERALD L. RADKE
--------------------------------
Name: GERALD L. RADKE
--------------------------------
Title: CHAIRMAN
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(signatures continued)
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FIRST UNION NATIONAL BANK, as Agent
and as a Lender
By: THOMAS L. STITCHBERRY
--------------------------------
Name: THOMAS L. STITCHBERRY
--------------------------------
Title: SENIOR VICE PRESIDENT
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BANK ONE, NA (f/k/a TZ FIRST NATIONAL
BANK OF CHICAGO)
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
FLEET NATIONAL BANK
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
CREDIT LYONNAIS NEW YORK BRANCH
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
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FIRST UNION NATIONAL BANK, as Agent
and as a Lender
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
BANK ONE, NA (f/k/a TZ FIRST NATIONAL
BANK OF CHICAGO)
By: TIMOTHY J. STAMBAUGH
--------------------------------
Name: TIMOTHY J. STAMBAUGH
--------------------------------
Title: SENIOR VICE PRESIDENT
--------------------------------
FLEET NATIONAL BANK
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
CREDIT LYONNAIS NEW YORK BRANCH
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
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FIRST UNION NATIONAL BANK, as Agent
and as a Lender
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
BANK ONE, NA (f/k/a TZ FIRST NATIONAL
BANK OF CHICAGO)
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
FLEET NATIONAL BANK
By: PAUL A. BLACK, JR.
--------------------------------
Name: PAUL A. BLACK, JR.
--------------------------------
Title: VP
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CREDIT LYONNAIS NEW YORK BRANCH
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
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FIRST UNION NATIONAL BANK, as Agent
and as a Lender
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
BANK ONE, NA (f/k/a TZ FIRST NATIONAL
BANK OF CHICAGO)
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
FLEET NATIONAL BANK
By:
--------------------------------
Name:
--------------------------------
Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By: PETER RASMUSSEN
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Name: PETER RASMUSSEN
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Title: VICE PRESIDENT
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