EXHIBIT 10.23
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT dated as of August 3, 2000
(this "Second Amendment"), among AMBAC FINANCIAL GROUP, INC. ("AMBAC
Financial"), AMBAC ASSURANCE CORPORATION ("AMBAC Assurance"; together with AMBAC
Financial, the "Borrowers"), the various commercial lending institutions as are
or may become parties thereto (collectively, the "Lenders"), CITIBANK, N.A.
("Citibank"), as documentation agent (the "Documentation Agent"), BANK ONE, NA
("Bank One", formerly The First National Bank of Chicago), as co-agent (the
"Co-Agent"), and THE BANK OF NOVA SCOTIA ("BNS"), acting through its New York
Agency, as arranger and administrative agent (the "Administrative Agent") for
the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and the Agents are parties to
that certain Credit Agreement dated as of August 3, 1998 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Existing
Credit Agreement");
WHEREAS, the parties to the Existing Credit Agreement wish to amend
the Existing Credit Agreement as set forth below; and
WHEREAS, the Lenders have agreed, subject to the terms and
conditions hereinafter set forth, to amend the Existing Credit Agreement as
provided below (the Existing Credit Agreement, as so amended by this Second
Amendment, being referred to as the "Credit Agreement");
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto agree as follows:
PART I
DEFINITIONS
SECTION 1.1 Certain Definitions. The following terms (whether or not
underscored) when used in this Second Amendment shall have the following
meanings (such meanings to be equally applicable to the singular and plural form
thereof):
"Borrowers" is defined in the preamble.
"Credit Agreement" is defined in the third recital.
"Existing Credit Agreement" is defined in the first recital.
"Second Amendment" is defined in the preamble.
"Second Amendment Effective Date" is defined in Section 3.1.
"Lenders" is defined in the preamble.
SECTION 1.2. Other Definitions. Terms for which meanings are
provided in the Existing Credit Agreement are, unless otherwise defined herein
or the context otherwise requires, used in this Second Amendment with such
meanings.
PART II
AMENDMENT TO THE
EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Second Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with the terms of this Part II; except as so amended, the Existing Credit
Agreement and all Exhibits and Schedules shall continue in full force and effect
and are in all respects hereby ratified and confirmed.
SECTION 2.1. The definition of "Scheduled Commitment Termination
Date" in Section 1.1 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:
""Scheduled Commitment Termination Date" means, with respect to any
Lender, (a) August 3, 2001, or (b) as it may be extended from time in
accordance with Section 2.7 with respect to such Lender, the applicable
Extension Date."
PART III
CONDITIONS TO EFFECTIVENESS
SECTION 3.1. Second Amendment Effective Date. This Second Amendment
(and the amendments contained herein) shall become effective on August 3, 2000
(the "Second Amendment Effective Date"), provided that all of the conditions set
forth in this Section 3.1 have been satisfied.
SECTION 3.1.1. Execution of Counterparts. On or prior to the Second
Amendment Effective Date, the Administrative Agent shall have received
counterparts of this Second Amendment, duly executed and delivered on behalf of
the Borrowers, all of the Lenders and the Agents.
SECTION 3.1.2. Delivery of Officer's Certificate. The Administrative
Agent shall have received from each Borrower, on the Second Amendment Effective
Date, a certificate, substantially in the form of Exhibit A hereof and dated as
of the Second Amendment Effective Date, of an Authorized Officer of such
Borrower certifying that both before and after giving effect to this Second
Amendment: (i) the representations and warranties set forth in Article VI of the
Existing Credit Agreement shall be true and correct as if then made (unless
stated to relate
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solely to an earlier date, in which case such representations and warranties
shall be true and correct as of such earlier date) and (ii) no Default shall
have then occurred and be continuing.
PART IV
MISCELLANEOUS
SECTION 4.1. Cross-References. References in this Second Amendment
to any Section are, unless otherwise specified or otherwise required by the
context, to such Section of this Second Amendment.
SECTION 4.2. Loan Document Pursuant to Existing Credit Agreement.
This Second Amendment is a Loan Document executed pursuant to the Existing
Credit Agreement and shall be construed, administered and applied in accordance
with all of the terms and provisions of the Existing Credit Agreement.
SECTION 4.3. Successors and Assigns. This Second Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 4.4. Counterparts. This Second Amendment may be executed by
the parties hereto in several counterparts, each of which when executed and
delivered shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SECTION 4.5. Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed by their respective officers as of the day and year
first written above.
AMBAC FINANCIAL GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director and Treasurer
AMBAC ASSURANCE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director and Treasurer
THE BANK OF NOVA SCOTIA, acting
through its New York Agency, as
Arranger, Administrative Agent and
Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
CITIBANK, N.A., as Documentation Agent and
Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
BANK ONE, NA (formerly, The First National Bank
of Chicago), as Co-Agent and Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
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OFFICER'S CERTIFICATE
This Officer's Certificate is delivered pursuant to Section 3.1.2 of
that certain Second Amendment to Credit Agreement dated as of August 3, 2000
(the "Second Amendment"), amending that certain Credit Agreement dated as of
August 3, 1998 (together with all amendments and other modifications, from time
to time made thereto, the "Credit Agreement"), among AMBAC FINANCIAL GROUP,
INC., AMBAC ASSURANCE CORPORATION, the various commercial lending institutions
as are or may become parties thereto, CITIBANK, N.A., as Documentation Agent,
BANK ONE, NA (formerly, The First National Bank of Chicago), as co-agent, and
THE BANK OF NOVA SCOTIA, acting through its New York Agency, as arranger and
Administrative Agent. Unless otherwise defined herein, terms used herein have
the meanings provided therefore in, or as designated pursuant to, the Second
Amendment.
The undersigned hereby certifies, represents and warrants on behalf
of each of AMBAC Financial Group, Inc. and AMBAC Assurance Corporation (the
"Borrowers") as follows:
Both before and after giving effect to the Second Amendment, the
representations and warranties of each of the Borrowers in the Existing
Credit Agreement are true and correct (unless stated to relate solely to
an earlier date, in which case such representations and warranties shall
be true and correct as of such earlier date) and no Default has occurred
and is continuing.
IN WITNESS WHEREOF, I have signed my name as of the 3rd day of
August, 2000.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director and Treasurer
I, ▇▇▇▇ ▇. ▇▇▇▇, Secretary of AMBAC FINANCIAL GROUP and of AMBAC
ASSURANCE CORPORATION (the "Borrowers"), DO HEREBY CERTIFY that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
was duly elected (or appointed) as an officer of each of the Borrowers holding
the office of Managing Director and Treasurer and the signature set forth above
in his genuine signature.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Secretary
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