EXHIBIT 10.16
AMENDMENT NO. 3 TO CREDIT AGREEMENT
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AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") dated as of December
2, 1996 among AMBAC Indemnity Corporation (the "Borrower"), Deutsche Bank AG,
New York Branch ("Deutsche Bank"), Landesbank Hessen-Thuringen Girozentrale,
("Helaba"), Bayerische Landesbank Girozentrale, ("BLG"), Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch
("Rabobank" and, together with Helaba and BLG, the "New Banks"), and Deutsche
Bank AG, New York Branch, as Agent (the "Agent").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower, Deutsche Bank and the Agent have entered into a
Credit Agreement, dated as of December 2, 1993 (as amended to date, the
"Agreement"); and
WHEREAS, each of the New Banks desire to become, and the Borrower, Deutsche
Bank and the Agent desire that the New Banks become, Banks pursuant to and for
purposes of the Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement as herein
provided; and
WHEREAS, pursuant to Section 12.12 of the Agreement, the Agreement may be
amended by the written agreement of the Borrower, the Banks and the Agent;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
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otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.
2. Amendments. (a) The "December 2, 2002" date set forth in
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the first sentence of Section 3.04 is hereby amended to "December 2, 2003".
(b) Schedule I is hereby deleted in its entirety and replaced with Exhibit
A attached hereto.
3. No Default. The Borrower hereby represents and warrants to
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the Banks and the Agent that, both before and after giving effect to this
Amendment, no Default or Event of Default exists.
4. Representations and Warranties. The Borrower hereby
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represents and warrants to the Banks and the Agent that, both before and after
giving effect to this Amendment, the representations and warranties contained in
Section 7 of the Agreement are true and correct in all material respects on and
as of the date hereof.
5. Counterparts. This Amendment may be executed simultaneously
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in two or more counterparts, each of which shall be deemed to be an original,
and it shall not be necessary in making proof of this Amendment to produce or
account for more than one such counterpart.
6. Agreement Not Otherwise Amended. Terms and provisions of
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the Agreement not amended hereby shall continue to remain in full force and
effect. From and after the date hereof, all references in the Agreement and
each of the Credit Documents to the Agreement shall be deemed references to the
Agreement as amended by this Amendment.
7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
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OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed and delivered on its behalf, all on the date first above written.
AMBAC INDEMNITY CORPORATION
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: SVP, CFO & Treas.
-2-
DEUTSCHE BANK AG, NEW
YORK BRANCH, Individually
and as Agent
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: AVP
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Title: AVP
Address:
LANDESBANK HESSEN-THURINGEN
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ GIROZENTRALE
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ Skierra By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Title: SVP, Manager
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: AVP
BAYERISCHE LANDESBANK
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ GIROZENTRALE
22nd Floor
New York, New York 10022
Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: SVP
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Title: EVP
COOPERATIEVE CENTRALE
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ B.A.,"RABOBANK NEDERLAND",
Attention: Corporate Services NEW YORK BRANCH
Department
By /s/ ▇▇▇ ▇▇▇▇▇
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Title: VP & Manager
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: VP
-3-
EXHIBIT A
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SCHEDULE I
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COMMITMENTS
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BANK COMMITMENT AMOUNT
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DEUTSCHE BANK AG, NEW YORK BRANCH $213,000,000
LANDESBANK HESSEN-THURINGEN GIROZENTRALE 35,000,000
BAYERISCHE LANDESBANK GIROZENTRALE 30,000,000
COOPERATIEVE CENTRALE RAIFFEISEN- 72,000,000
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
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TOTAL $350,000,000
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