Exhibit 10.2
AMENDED AND RESTATED SHORT-TERM CREDIT AGREEMENT and AMENDMENT TO
MEDIUM-TERM CREDIT AGREEMENT, dated as of June 26, 2003, among THE CHUBB
CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof
(the "Banks"), DEUTSCHE BANK SECURITIES INC., and SALOMON SMITH BARNEY INC., as
Arrangers, DEUTSCHE BANK AG NEW YORK BRANCH and CITIBANK, N.A. as Swingline
Lenders, DEUTSCHE BANK AG NEW YORK BRANCH as Administrative Agent (the "Agent")
and CITIBANK, N.A. as Syndication Agent.
W I T N E S S E T H:
WHEREAS certain of the parties hereto have heretofore entered into a
Short-Term Credit Agreement dated as of June 26, 2002 (the "Short-Term
Agreement") and a Medium-Term Credit Agreement, dated as of June 28, 2002 (the
"Medium-Term Agreement" and, together with the Short-Term Agreement,
collectively the "Agreements"); and
WHEREAS the parties hereto desire to amend the Agreements and restate the
Short-Term Agreement in its entirety to read as set forth in the Short-Term
Agreement as in effect on the date hereof with the amendments specified below.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the Short-Term
Agreement shall have the meaning assigned to such term in the Short-Term
Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Short-Term Agreement shall from and
after the date hereof refer to such Agreement as amended hereby.
SECTION 2. Amendment to Section 1.01 of the Short-Term Agreement. (a) The
definition of "Termination Date" in Section 1.01 of the Short-Term Agreement is
deleted and the following is substituted therefor:
"Termination Date" means, at any time, the later of June 24, 2004 and the
most recent date, if any, to which the Termination Date has been extended
pursuant to Section 2.19."
(b) The definition of "Borrower's 2001 Form 10-K" in Section 1.01 of the
Short-Term Agreement is amended by replacing the year "2001" wherever it
appears therein with "2002".
SECTION 3. Amendment to Section 9.06(c) of the Agreements. (a) The first
sentence in Section 9.06(c) of the Short-Term Agreement is amended to read as
follows:
Any Bank may at any time assign to one or more banks or other institutions (each
an "Assignee") all, or a proportionate part of all (but, in the case of a
partial assignment, not less than a part representing a Commitment of
$10,000,000), of its rights and obligations under this Agreement and the Notes,
and such Assignee shall assume such rights and obligation, pursuant to an
Assignment and Assumption Agreement in substantially the form of Exhibit F
hereto executed by such Assignee and such transferor Bank, with (and subject
to) the subscribed consent of the Agent and each Swingline Lender and the
Borrower (which consents shall not be unreasonably withheld); provided that (i)
such assignment may, but need not, include rights of the transferor Bank in
respect of outstanding Money Market Loans or, in the case of a Bank that is a
Swingline Lender, its Swingline Commitment and Swingline Loans and (ii) unless
the Borrower otherwise consents, the transferor Bank shall not assign any of
its rights and obligations under this Agreement while the Other Credit
Agreement remains in effect without assigning the same percentage of its rights
and obligations under the Other Credit Agreement, except that this clause (ii)
shall not apply to any transfer required under paragraph (d) of Section 2.19 of
this Agreement.
(b) The first sentence in Section 9.06(c) of the Medium-Term Agreement is
amended to read as follows:
Any Bank may at any time assign to one or more banks or other institutions
(each an "Assignee") all, or a proportionate part of all (but, in the case of a
partial
assignment, not less than a part representing a Commitment of $10,000,000), of
its rights and obligations under this Agreement and the Notes, and such
Assignee shall assume such rights and obligations, pursuant to an Assignment
and Assumption Agreement in substantially the form of Exhibit F hereto executed
by such Assignee and such transferor Bank, with (and subject to) the subscribed
consent of the Agent and the Borrower (which consents shall no be unreasonably
withheld); provided that (i) such assignment may, but need not, include rights
of the transferor Bank in respect of outstanding Money Market Loans and (ii)
unless the Borrower otherwise consents, the transferor Bank shall not assign
any of its rights and obligations under this Agreement while the Other Credit
Agreement remains in effect without assigning the same percentage of its rights
and obligations under the Other Credit Agreement, except that this clause (ii)
shall not apply to any transfer required under paragraph (d) of Section 2.19 of
the Other Credit Agreement.
SECTION 4. Updated Representations. (a) The reference to "December 31,
2001" in Section 4.04(a) of the Short-Term Agreement is changed to "December
31, 2002".
(b) The reference to "Borrower's 2001 Form 10-K" in Section 4.04(a) of the
Short-Term Agreement is changed to "Borrower's 2002 Form 10-K".
(c) The references to "March 31, 2002" in Sections 4.04(b) and (c) of the
Short-Term Agreement are changed to "March 31, 2003".
SECTION 5. Changes to Commitments. With effect from and including the date
this Amendment and Restatement becomes effective in accordance with Section 8,
the Commitment of each Bank (including each Swingline Lender in its capacity as
such) under the Short-Term Agreement shall be the amount set forth opposite the
name of such Bank on the signature pages hereof. Each Bank that has a
Commitment under the Short-Term Agreement as a result of this Amendment and
Restatement but that was not a party to the Short-Term Agreement prior to the
effectiveness of this Amendment and Restatement shall upon the effectiveness of
this Amendment and Restatement, be a party to the Short-Term Agreement with all
of the rights and obligations of a Bank thereunder and with the Commitment as
set forth herein. The Commitment of each Bank with a Commitment under the
Short-Term Agreement prior to the effectiveness of this Amendment and
Restatement that will not have a
Commitment under the Short-Term Agreement after the effectiveness of this
Amendment and Restatement shall terminate upon the effectiveness of this
Amendment and Restatement, and such Bank shall no longer be a party to the
Short-Term Agreement.
SECTION 6. Representations and Warranties. The Borrower represents and
warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Short-Term Agreement after giving effect to this Amendment and Restatement is
true and correct as though made on and as of such date.
SECTION 7. Governing Law. This Amendment and Restatement shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 8. Counterparts; Effectiveness. This Amendment and Restatement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment and Restatement shall become effective on June 26,
2003; provided that this Amendment and Restatement shall not become effective
unless the Agent has received, on or prior to such date, executed counterparts
hereof signed by all the Banks (or, in the case of any party as to which an
executed counterpart shall not have been received, the Agent shall have
received telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such party). The Agent shall promptly
notify the Borrower and the Banks of the effectiveness of this Amendment and
Restatement, and such notice shall be conclusive and binding on all parties
hereto. The extension of the Termination Date under the Short-Term Agreement
effected by this Amendment and Restatement shall be without prejudice to the
rights of the Borrower set forth in Section 2.19 of the Short-Term Agreement to
request future extensions of the Termination Date in accordance with the
provisions of such Section.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
THE CHUBB CORPORATION,
By /s/ Philip J. Sempier
-----------------------
Name: Philip J. Sempier
Title: Vice President &
Treasurer
Commitments
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$35,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH,
By /s/ Clinton M. Johnson
----------------------------
Name: Clinton M. Johnson
Title: Managing Director
By /s/ John S. McGill
----------------------------
Name: /s/ John S. McGill
Title: Director
35,000,000 CITIBANK, N.A.,
By /s/ Maria G. Hackley
---------------------
Name: Maria G. Hackley
Title: Managing Director
$30,000,000 THE BANK OF NEW YORK
By /s/ Jimmy Tse
-----------------------------------
Name: Jimmy Tse
Title: Vice President
$20,000,000 THE BANK OF NOVA SCOTIA
By /s/ J.W. Campbell
-----------------------------------
Name: J.W. Campbell
Title: Managing Director and
Unit Head
$20,000,000 ABN AMRO BANK N.V.
By /s/ Neil R. Stein
-----------------------------------
Name: Neil R. Stein
Title: Group Vice President
By /s/ Michael DeMarco
-----------------------------------
Name: Michael DeMarco
Title: Assistant Vice President
$20,000,000 MELLON BANK, N.A.
By /s/ Maria E. Totin
-----------------------------------
Name: Maria E. Totin
Title: Assistant Vice President
$20,000,000 WACHOVIA BANK, NATIONAL ASSOCIATION
By /s/ Kimberly Shaffer
-----------------------------------
Name: Kimberly Shaffer
Title: Director
$20,000,000 HSBC BANK USA
By /s/ Anthony C. Valencourt
-----------------------------------
Name: Anthony C. Valencourt
Title: Senior Vice President
$20,000,000 JP MORGAN CHASE BANK
By /s/ Marybeth Mullen
-----------------------------------
Name: Marybeth Mullen
Title: Vice President
$15,000,000 FLEET NATIONAL BANK
By /s/ Scott F. Davis
-----------------------------------
Name: Scott F. Davis
Title: Senior Associate
$15,000,000 STATE STREET BANK AND TRUST COMPANY
By /s/ Edward M. Anderson
-----------------------------------
Name: Edward M. Anderson
Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH,
as Agent,
By /s/ Clinton M. Johnson
-----------------------------------
Name: Clinton M. Johnson
Title: Managing Director
By /s/ John S. McGill
-----------------------------------
Name: John S. McGill
Title: Director