Exhibit 10D
EXECUTION COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment (this "Amendment") is entered into as of November 20,
1998 by and among Fund American Enterprises Holdings, Inc., a Delaware
corporation (the "Borrower"), The First National Bank of Chicago, individually
and as agent ("Agent"), and the other financial institutions signatory hereto
(the "Lenders").
RECITALS
A. The Borrower, the Agent and the Lenders are party to that certain
$35,000,000 Amended and Restated Credit Agreement dated as of August 14, 1998
(the "Credit Agreement"). Unless otherwise specified herein, capitalized terms
used in this Amendment shall have the meanings ascribed to them by the Credit
Agreement.
B. The Borrower, the Agent and the undersigned Lenders wish to amend
the Credit Agreement on the terms and conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. AMENDMENT TO CREDIT AGREEMENT. Upon the effectiveness of
this Amendment pursuant to SECTION 3 below, the Credit Agreement shall be
amended as follows:
SECTION 6.20(a)(i) shall be amended by deleting the dollar
amount of "$537,870,000" therein and inserting the dollar
amount of "$510,000,000" in lieu thereof.
2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower represents and warrants that:
(a) The execution, delivery and performance by the
Borrower of this Amendment has been duly authorized by all necessary
corporate action and that this Amendment is a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except as the enforcement thereof may be
subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights
generally;
(b) After giving effect to this Amendment, each of
the representations and warranties contained in the Credit Agreement is
true and correct in all material respects on and as of the date hereof
as if made on the date hereof; and
(c) After giving effect to this Amendment, no Default
or Unmatured Default has occurred and is continuing.
3. EFFECTIVE DATE. This Amendment shall become effective upon
(a) the execution and delivery hereof by the Borrower, the Agent and the
Required Lenders (without respect to whether it has been executed and delivered
by all the Lenders) and (b) the execution and delivery of the Reaffirmation of
White Mountains Guaranty in the form of EXHIBIT A hereto. In the event such
effectiveness has not occurred on or before November 20, 1998, SECTION 1 hereof
shall not become operative and shall be of no force or effect.
4. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.
(a) Except as specifically amended above, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy
of the Agent or any Lender under the Credit Agreement or any Loan
Document, nor constitute a waiver of any provision of the Credit
Agreement or any Loan Document, except as specifically set forth
herein. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein"
or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.
5. COSTS AND EXPENSES. The Borrower hereby affirms its
obligations under Section 9.7 of the Credit Agreement to reimburse the Agent for
all reasonable costs, internal charges and out-of-pocket expenses paid or
incurred by the Agent in connection with the preparation, negotiation, execution
and delivery of this Amendment, including but not limited to the attorneys' fees
and time charges of attorneys for the Agent with respect thereto.
6. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS, WITHOUT REGARD TO CONFLICT OF LAWS
PROVISIONS, OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
7. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
8. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date and year first above written.
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
By:
Name:
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Title:
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By:
Name:
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Title:
FLEET NATIONAL BANK
By:
Name:
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Title:
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EXHIBIT A
REAFFIRMATION OF WHITE MOUNTAINS GUARANTY
The undersigned acknowledges receipt of a copy of the
foregoing Amendment No. 1 to Credit Agreement (the "Amendment") dated as of
November 20, 1998, consents to such amendment and hereby reaffirms its
obligations under the White Mountains Guaranty dated as of August 14, 1998 in
favor of The First National Bank of Chicago, as Agent, and the Lenders (as
defined in the Amendment).
Dated as of November 20, 1998
WHITE MOUNTAINS HOLDINGS, INC.
By:
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Name:
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Title:
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