Exhibit 10F
EXECUTION COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment (this "Amendment") is entered into as of November 20,
1998 by and among Valley Group, Inc., an Oregon corporation (the "Borrower"),
White Mountains Holdings, Inc., a Delaware corporation (the "Parent", and with
the Borrower, each being a "Loan Party"), 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 Parent, the Agent and the Lenders are party to
that certain $15,000,000 Second 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 Parent, 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 4 below, the Credit Agreement shall be
amended as follows:
(a) SECTION 6.20.1 (A) shall be amended by deleting
the dollar amount of "$465,000,000" therein and inserting the dollar
amount of "$437,000,000" in lieu thereof.
(b) SECTION 6.20.1 (C) shall be amended by inserting
in the parenthetical exception (ii) the phrase "after tax" between the
words "realized" and "gain".
(c) SECTION 6.20.4 shall be amended in its entirety
to read as follows:
"6.20.4. STATUTORY SURPLUS. At all times, maintain
Statutory Surplus for each First-Tier Insurance Subsidiary in
an amount not less than an amount equal to (a) 85% of the
Statutory Surplus of each such First-Tier Insurance
Subsidiary, in existence on the date hereof, as of March 31,
1998 (or, in the case of any First-Tier Insurance Subsidiary
acquired after the date hereof, 85% of the Statutory Surplus
of each such acquired First-Tier Insurance Subsidiary as of
the most recently ended Fiscal Quarter preceding such
acquisition), PLUS (b) 85% of all subsequent capital
contributions to each such First-Tier Insurance Subsidiary
(other than capital
contributions described in SECTION 6.20.4(C)), PLUS (c) 100%
of all subsequent capital contributions to each such
First-Tier Insurance Subsidiary to the extent that the source
of such capital contribution is a dividend described in
SECTION 6.20.4(E), MINUS (d) in the event such First-Tier
Insurance Subsidiary dividends or otherwise distributes to its
parent all the capital stock of a Wholly-Owned Insurance
Subsidiary, 100% of the book value (calculated in accordance
with SAP) of such Wholly-Owned Insurance Subsidiary at the
time of such dividend or distribution, MINUS (e) the amount of
dividends paid after March 31, 1998 by such First-Tier
Insurance Subsidiary which are substantially contemporaneously
utilized by the recipient thereof to make a capital
contribution to another First-Tier Insurance Subsidiary."
2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE
PARENT. Each Loan Party represents and warrants that:
(a) The execution, delivery and performance by each
Loan Party of this Amendment has been duly authorized by all necessary
corporate action and that this Amendment is a legal, valid and binding
obligation of each Loan Party enforceable against each Loan Party 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. REAFFIRMATION OF GUARANTY. The Parent consents to the terms
hereof and hereby reaffirms its obligations under ARTICLE XIV of the Credit
Agreement, as amended hereby.
4. EFFECTIVE DATE. This Amendment shall become effective upon
(a) the execution and delivery hereof by each Loan Party, the Agent and the
Required Lenders (without respect to whether it has been executed and delivered
by all the Lenders). 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.
5. 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.
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(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.
6. COSTS AND EXPENSES. Each Loan Party 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.
7. 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.
8. 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.
9. 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.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date and year first above written.
VALLEY GROUP, INC.
By:
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Name:
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Title:
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WHITE MOUNTAINS HOLDINGS, INC.
By:
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Name:
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Title:
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THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By:
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Name:
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Title:
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FLEET NATIONAL BANK
By:
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Name:
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Title:
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