[Execution Copy]
AMENDMENT NO. 3
Amendment No. 3 dated as of December 31, 1996, between GGS
MANAGEMENT, INC., a corporation duly organized and validly
existing under the laws of the State of Delaware (the "Company");
each of thelenders that is a signatory hereto (individually, a "Bank" and
collectively, the "Banks"); and THE CHASE MANHATTAN BANK,
a New York banking company, as agent for the Banks (in such
capacity, together with its successors in such capacity, the "Administrative
Agent").
The Company, the Banks and the Administrative Agent (successor by
merger to The Chase Manhattan Bank (National Association)) are parties
to a Credit Agreement dated as of April 30, 1996 (as heretofore modified
and supplemented and in effect on the date hereof, the "Credit Agreement"),
providing, subject to the terms and conditions thereof, for loans to be
made by said Banks to the Company in an aggregate principal amount
not exceeding $48,000,000.
The Company, the Banks and the Administrative Agent wish to amend
the Credit Agreement in certain respects, and accordingly, the parties hereto
hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
No. 3, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof,
the Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including references to the
Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and'hereof") shall be
deemed to be references to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement shall be amended by
adding the following new definitions and inserting the same in the
appropriate alphabetical locations, as follows:
"Guaranteed Note" shall mean the promissory note of GGS date
December 31, 1996 in the principal amount of $4,800,000 payable
to Superior on or before March 28, 1997, guaranteed in part by
SIG in accordance with terms thereof.
Amendment No. 3
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"1997 Equity Contribution" shall mean a common equity capital
contribution by SIG and GS Capital to GGS during the period from
and including March 17, 1997 to andincluding March 28, 1997,
aggregating not less than $4,800,000 and not more than $6,000,000,
a portion of which shall be used directly for the payment in full of the
principal of and accrued interest on Guaranteed Note on or before
March 28, 1997 and the remainder of which will be contributed to the
common equity of the Company.
2.03. The proviso to subsection (a) of Section 2.08 of the Credit
Agreement shall be amended to read in its entirety as follows:
"; provided that, no such prepayment need be made in respect
of any Equity Issuance to GGS resulting from either (x) the 1997 Equity
Contribution (or the use of the proceeds thereof) or (y) the issuance to
Superior of, or any payment made in respect of the Guaranteed Note;
and any such Equity Issuance and any payment made in respect of the
Guaranteed Note shall not be deemed to violate any provision of Section
8.15."
2.04. Section 8.07(b) of the Credit Agreement shall be amended
by adding the following proviso immediately after the first proviso of
said Section 8.07(b):
"; provided further, that, notwithstanding the forgoing, Superior
may make the Investment referred to in the proviso to subsection
(a) of Section 2.08 hereof."
2.05. Section 8.09(e) of the Credit Agreement shall be amended
to read in its entirety as follows:
"(e) Maximum Statutory Net Premiums Written. The Company
shall not permit its Insurance Subsidiaries (on a combined basis) to have
Statutory Net Premiums Written during any period of four consecutive
fiscal quarters of such Insurance Subsidiaries (including any portion of
such period prior to the Closing Date when they were not Subsidiaries
of the Company) to exceed 3 times the combined Statutory Surplus of
Pafco and Superior as at the end of such period, provided that for the
period of four consecutive fiscal quarters ending September 30, 1996
and December 31, 1996 and March 31, 1997, the Company shall not
permits its Insurance Subsidiaries (on a combined basis) to have
Statutory Net Premiums Written during such period to
Amendment No. 3
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exceed 3.15 times the combined Statutory Surplus of Pafco and
Superior as at the end of such period."
2.06. Section 8.10 of the Credit Agreement shall be amended to
read in its entirety as follows:
"8.10 Risk-Based Capital Ratio. The Company will not on any
date permit the Risk Based Capital Ratio (a) of Pafco to be less than
2 to 1 or (b) of Superior to be less than (x) 2.70 to 1 prior to June
30, 1997 or (y) 3 to 1 on or after June 30, 1997."
Section 3. Representations and Warranties. The Company
represents and warrants to the Banks that the representations and
warranties set forth in Section 7.01, 7.04, 7.05 and 7.06 of the
Credit Agreement are true and correct on the date hereof as if made
on and as of the date hereof and as if each reference in said Sections
to "the Agreement" included reference to the Credit Agreement as
amended by this Amendment No. 3.
Section 4. Conditions Precedent. As provided in Section 2 above,
the amendments to the Credit Agreement set forth in said Section 2
shall become effective, as of the date hereof, upon the satisfactions of
the following conditions precedent:
4.01. Execution by All Parties. This Amendment No. 3 shall have
been executed and delivered by each of the parties hereto.
4.02 1997 Equity Contribution. Evidence that the 1997 Equity
Contribution shall have occurred, and the Administrative Agent shall
have receivec copies of each of the documents and instruments
pursuant to which the 1997 Equity Contribution shall have occurred.
4.03 Repayment of Guaranteed Note. Evidence that the
Guaranteed Note has been paid in full in cash.
4.04. Stock Certificates. Pursuant to the Pledge Agreements, the
Administrative Agent shall have received in connection with the
Equity Issuances referred to in the proviso to subsection (a) of
Section 2.08 of the Credit Agreement (a) all stock certificates (if
any) received in consideration for any Equity Issuance by the Company,
accompanied by stock powers executed in blank and (b) all stock
certificates (if any) received in consideration for any Equity Issuance by
Superior, accompanied by stock powers executed in blank.
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4.05. Amendment Fee; Expenses. Chase shall have received
payment by the Company, in immediate available funds, of (a)
an amendment fee as separately agreed to by the Company and
Chase in the Fee Letter date of even date herewith and (b) all
reasonable out-of-pocket costs and expenses of Chase (including,
without limitation, the reasonable fees and expenses of Milbank,
Tweed, Hadley & McCloy, special New York counsel of Chase)
from October 29, 1996 to the execution and delivery of this
Amendment No. 3 in connection with the preparation,
negotiation, execution and delivery of this Amendment No. 3.
4.06. Other Documents. The Administrative Agent shall have
received such other documents as the Administrative Agent or any
Bank or special New York counsel to Chase may reasonably request.
The Administrative Agent shall notify the Company and the Banks of
the date on which the conditions specified in this Section 4 have
been satisfied. Such letter shall constitute conclusive evidence that
such conditions have been satisfied.
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This
Amendment No. 3 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 No. 3 by signing any such counterpart. This
Amendment No. 3 shall be governed by, and construed in accordance
with, the law of the State of New. York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be duly executed and delivered as of the day
and year first above written.
GGS MANAGMENT, INC.
By: /s/ David L. Bates
Title: Vice President,
General Counsel &
Secretary
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THE CHASE MANHATTAN BANK
By: /s/ Peter Platten
Title: Vice President
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCH
By:
Title:
DEUTSCHE BANK
By:
Title:
COMERICA BANK
By:
Title:
Amendment No. 3
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THE CHASE MANHATTAN BANK
By:
Title:
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCH
By: /s/ John S. Runnion
Title: Vice President
/s/ John Sweeney
Title: Vice President
DEUTSCHE BANK
By:
Title:
COMERICA BANK
By:
Title:
Amendment No. 3
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THE CHASE MANHATTAN BANK
By:
Title:
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCH
By:
Title:
DEUTSCHE BANK AG, NEW YORK AND/
OR CAYMAN ISLANDS BRANCHS
By: /s/ Eckhard Osenberg
Title: Assistant Vice
President
/s/ John S. McGill
Title: Vice President
COMERICA BANK
By:
Title:
Amendment No. 3
THE CHASE MANHATTAN BANK
By:
Title:
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCH
By:
Title:
DEUTSCHE BANK
By:
Title:
COMERICA BANK
By: /s/ Phillip A. Coosaia
Title: Vice President
Amendment No. 3