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Exhibit 10.39(n)
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This Amendment No. 3 to Credit Agreement (this "Amendment Agreement") is
entered into as of September 29, 1995 by and among URC Holdings Corp. (the
"Borrower"), the undersigned lenders (the "Lenders") and The First National Bank
of Chicago, as agent (the "Agent").
W I T N E S S E T H :
WHEREAS, Underwriters Re Corporation (the "Old Borrower"), the Lenders and
the Agent entered into that certain Credit Agreement dated as of November 16,
1992 (as assigned by the Old Borrower to the Borrower and as amended pursuant to
that certain Assignment and Assumption, Waiver and Amendment Agreement dated as
of October 7, 1993 among the Old Borrower, the Borrower, the Lenders and the
Agent and as further amended pursuant to that certain Amendment No. 2 to Credit
Agreement dated as of February 1, 1994, the "Credit Agreement"); and
WHEREAS, the Borrower, the Lenders and the Agent have agreed to further amend
the Credit Agreement on the terms and conditions herein set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meanings attributed to such terms in the Credit Agreement, as
amended hereby.
2. Amendment to Credit Agreement. Section 6.17 of the Credit Agreement is hereby
amended by (i) deleting the word "and" at the end of clause (b) thereof and
inserting a comma in its place and (ii) adding the following to the end of such
section:
"and (d) by the extension of guaranties in the ordinary course of business to
insureds of the obligations of insurers under insurance policies"
3. Consent. Notwithstanding Section 6.19 of the Credit Agreement to the
contrary, the Borrower may purchase a parcel of real estate in New York, New
York in 1995 or 1996 so long as the purchase price for such real estate does not
exceed $1,800,000.
4. Representations and Warranties of the Borrower.
4.1 The Borrower represents and warrants that the execution, delivery and
performance by the Borrower of this Amendment Agreement have been duly
authorized by all necessary corporate action and that this Amendment Agreement
is a legal, valid and
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binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, except as the enforcement thereof may be subject to
(a) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors' rights generally and (b) general
principles of equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law).
4.2 The Borrower hereby certifies that 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.
5. Reference to and Effect on the Credit Agreement.
5.1 Upon the effectiveness of this Amendment Agreement, each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import and each reference to the Credit Agreement in each Loan Document
shall mean and be a reference to the Credit Agreement as amended hereby.
5.2 Except as specifically amended above, all of the terms, conditions and
covenants of the Credit Agreement and the other Loan Documents shall remain
unaltered and in full force and effect and shall be binding upon the Borrower in
all respects and are hereby ratified and confirmed.
5.3 The execution, delivery and effectiveness of this Amendment Agreement
shall not operate as a waiver of (a) any right, power or remedy of any Lender or
the Agent under the Credit Agreement or any of the Loan Documents, or (b) any
Default or Unmatured Default under the Credit Agreement.
6. Costs and Expenses. The Borrower agrees to pay on demand all costs and
expenses of the Agent in connection with the preparation, execution and delivery
of this Amendment Agreement, including the reasonable fees and out-of-pocket
expenses of counsel for the Agent with respect thereto.
7. CHOICE OF LAW. THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
8. Execution in Counterparts. This Amendment Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. This Amendment
Agreement shall become effective as of the date first above written; provided,
that the Agent has received counterparts of this
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Amendment Agreement duly executed by the Borrower and the Required Lenders.
[signature pages to follow]
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IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have executed
this Amendment Agreement as of the date first above written.
URC HOLDINGS CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Senior Vice President, CFO
and Treasurer
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THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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CREDIT LYONNAIS, SAN ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President & Manager
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CREDIT LYONNAIS, CAYMAN ISLANDS BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Authorized Signatory
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FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
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MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: First Vice President
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SANWA BANK CALIFORNIA
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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SHAWMUT BANK CONNECTICUT, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
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UNION BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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By: /s/ P.C. ▇▇▇▇▇▇▇
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Title: Vice President
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