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EXHIBIT 10.18(b)
FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
FIRST AMENDMENT (this "Amendment"), dated as of November 16,
1999, among FREMONT GENERAL CORPORATION, a Nevada corporation (the "Borrower"),
the financial institutions party to the Credit Agreement referred to below (the
"Banks"), and THE CHASE MANHATTAN BANK, as Administrative Agent (the "Agent").
All capitalized terms used herein and not otherwise defined shall have the
respective meanings provided for such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Agent are parties to an Amended
and Restated Credit Agreement, dated as of August 1, 1997 and amended and
restated as of June 30, 1999 (as amended, restated and supplemented from time to
time, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided.
NOW, THEREFORE, it is agreed:
A. AMENDMENT TO CREDIT AGREEMENT
1. Amendment to Section 9. Section 9 of the Credit Agreement is hereby
amended by (a) deleting the definition of "Consolidated EBIT" in its entirety
and (b) inserting the following definition in the appropriate alphabetical order
in lieu thereof:
"Consolidated EBIT" shall mean, for any period, the sum of (i)
Consolidated Net Income of the Borrower for such period, (ii) provisions
for taxes based on income or profits to the extent such income or
profits were included in computing Consolidated Net Income for such
period and (iii) Consolidated Interest Expense (including amortization
of original issue discount and the interest component of Capitalized
Lease Obligations), net of interest income, theretofore deducted from
earnings in computing Consolidated Net Income for such period, provided
that in determining Consolidated EBIT (x) for any period, there shall be
excluded any portion thereof otherwise included therein (whether
positive or negative) attributable to FFC and its Subsidiaries and (y)
for any period which includes the quarter ending on September 30, 1999,
there shall be excluded the Borrower's $155,000,000 pre-tax reserve
strengthening charge reflected in its financial statements for the
fiscal quarter ending on September 30, 1999 (provided that (i) no more
than $117,000,000 (in the aggregate) of such charge shall be applicable
to the Borrower's workers' compensation line of business for the fiscal
years 1998 and 1999 and (ii) no more than $38,000,000 of such charge
shall be applicable to the Borrower's discontinued lines of insurance
business).
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B. MISCELLANEOUS PROVISIONS
1. No Implied Modifications. This Amendment is limited as specified and
shall not constitute a modification, acceptance or waiver of any other provision
of the Credit Agreement or any other Credit Document.
2. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be original, but all of
which shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
3. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
4. Effective Date. This Amendment shall become effective on the date
(the "First Amendment Effective Date") when each of the Borrower and the
Required Banks shall have signed a copy hereof (whether the same of different
copies) and shall have delivered (including by way of telecopier) the same to
the Agent at its Notice Office.
5. Representations and Warranties Affirmed. In order to induce the Banks
to enter into this Amendment, the Borrower hereby makes each of the
representations, warranties and agreements contained in the Credit Agreement on
the First Amendment Effective Date both before and after giving effect to this
Amendment.
6. No Default. In order to induce the Banks to enter into this
Amendment, the Borrower hereby represents and warrants that no Default or Event
of Default is in existence as of the First Amendment Effective Date after giving
effect to this Amendment.
7. References. From and after the First Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be referenced to the Credit Agreement as
amended hereby.
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SECOND AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT (this "Amendment"), dated as of December 23,
1999, among FREMONT GENERAL CORPORATION, a Nevada corporation (the "Borrower"),
the financial institutions party to the Credit Agreement referred to below (the
"Banks"), and THE CHASE MANHATTAN BANK, as Administrative Agent (the "Agent").
All capitalized terms used herein and not otherwise defined shall have the
respective meanings provided for such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Agent are parties to an Amended
and Restated Credit Agreement, dated as of August 1, 1997 and amended and
restated as of June 30, 1999 (as amended, restated and supplemented from time to
time, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided.
NOW, THEREFORE, it is agreed:
C. AMENDMENTS TO CREDIT AGREEMENT
1. Section 6 of the Credit Agreement is hereby amended by adding the
following new Section 6.12 at the end thereof:
"6.12 Pledge of Certain Subsidiaries. If the following shall occur: (a)
the S&P Credit Rating is BB+ or below or S&P ceases to rate the
Borrower's senior unsecured long-term debt and (b) the ▇▇▇▇▇'▇ Credit
Rating is Ba1 or below or ▇▇▇▇▇'▇ ceases to rate the Borrower's senior
unsecured long-term debt; then, at the request of the Required Banks,
the Borrower shall promptly (and, in any event, within 30 days) (i)
grant to the Administrative Agent, for the benefit of the Banks, a first
priority security interest in all of the capital stock of (x) FCIG and
(y) Investors Bancor, in each case pursuant to documentation in form and
substance satisfactory to the Administrative Agent and (ii) enter into
such amendments to this Agreement and/or other documentation in
connection with the creation of such security interests as the
Administrative Agent shall reasonably request; provided, that (A) the
Borrower shall not be required to comply with the first sentence of this
Section 6.12 at any time unless any Loans or Competitive Bid Loans are
outstanding at such time and (B) if and to the extent required pursuant
to the indenture governing the Borrower's outstanding 7.70% Senior Notes
due 2004 and 7.875% Senior Notes due 2009, such Senior Notes may share
in the security interests created pursuant to this Section 6.12 on an
equal and ratable basis. Notwithstanding anything to the contrary in
this Agreement, (i) FCIG must continue to own all Material Insurance
Subsidiaries
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owned by it as of December 1, 1999, and Investors Bancor must continue
to own all Subsidiaries owned by it as of December 1, 1999 that had a
net worth of $10,000,000 or more on such date; provided, that any such
Subsidiaries may merge into any other Subsidiary so long as the
surviving corporation is a Wholly-Owned Subsidiary of FCIG or Investors
Bancor, (ii) neither FCIG nor Investors Bancor shall be permitted to
merge or consolidate with any Person, provided that Investors Bancor may
merge with FGCC so long as 100% of the capital stock of the surviving
corporation of such merger is pledged pursuant to the pledge
documentation referred to in the preceding sentence and (iii) FCIG and
Investors Bancor (or the surviving corporation of the merger referred to
in clause (ii) above) shall not be permitted to contract, incur, assume
or suffer to exist Indebtedness in excess (in the aggregate for all such
Persons) of the amount of Indebtedness of such Persons as of December 1,
1999 plus $10,000,000 (plus customary obligations that arise from any
such Person's limited recourse securitization of loan receivables or
other assets, to the extent that such obligations constitute
Indebtedness)."
2. Section 7.02 of the Credit Agreement is hereby amended by (a)
deleting the word "and" appearing at the end of clause (g) thereof, (b) deleting
the period at the end of the clause (h) thereof and inserting "; and" in lieu
thereof and (c) adding the following clause (i) at the end thereof:
"(i) The Borrower may sell all of the capital stock of FFC,
provided that such sale is for cash consideration of at least
$125,000,000."
3. Section 7.03 of the Credit Agreement is hereby amended by (a)
deleting the word "and" appearing at the end of clause (v) thereof, (b) deleting
the period at the end of clause (w) thereof and inserting "; and" in lieu
thereof and (c) adding the following clause (x) at the end thereof:
"(x) Liens created pursuant to Section 6.12 of this Agreement."
4. Effective on and after January 1, 2000, Section 7.12 of the Credit
Agreement is hereby amended by deleting the reference to "0.45 to 1.0" therein
and by inserting in lieu thereof a reference to "0.40 to 1.0".
5. Effective on and after December 31, 2000, Section 7.15 of the Credit
Agreement is hereby amended by deleting the reference to "$450,000,000" therein
and by inserting in lieu thereof a reference to "$500,000,000".
6. On the Second Amendment Effective Date, the Total Commitment shall be
permanently reduced to $225,000,000 (with such reduction to apply to
proportionately and permanently reduce the Commitment of each of the Banks).
D. MISCELLANEOUS PROVISIONS
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1. No Implied Modifications. This Amendment is limited as specified and
shall not constitute a modification, acceptance or waiver of any other provision
of the Credit Agreement or any other Credit Document.
2. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be original, but all of
which shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
3. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
4. Effective Date. This Amendment shall become effective on the date
(the "Second Amendment Effective Date") when each of the Borrower and the
Required Banks shall have signed a copy hereof (whether the same of different
copies) and shall have delivered (including by way of telecopier) the same to
the Agent at its Notice Office.
5. Amendment Fee. The Borrower hereby agrees to pay to each Bank an
amendment fee equal to 0.075% of such Bank's Commitment (after giving effect to
the reduction of such Commitment on the Second Amendment Effective Date pursuant
to this Amendment), such fee to be due and payable on the first Business Day
following the Second Amendment Effective Date.
6. Representations and Warranties Affirmed. In order to induce the Banks
to enter into this Amendment, the Borrower hereby makes each of the
representations, warranties and agreements contained in the Credit Agreement on
the Second Amendment Effective Date both before and after giving effect to this
Amendment.
7. No Default. In order to induce the Banks to enter into this
Amendment, the Borrower hereby represents and warrants that no Default or Event
of Default is in existence as of the Second Amendment Effective Date after
giving effect to this Amendment.
8. References. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be referenced to the Credit Agreement as
amended hereby.
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