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Intercreditor Agreement
Intercreditor Agreement (183K)
Doc #137369: Click preview link for longer preview.
INTERCREDITOR AGREEMENT
Dated as of
March 28, 2002
AMONG
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Trustee under the
American Trans Air 2002-1A Pass Through Trust
and
American Trans Air 2002-1B Pass Through Trust,
AIG MATCHED FUNDING CORP.
as Class A Liquidity Provider
and Class B Liquidity Provider,
AND
WILMINGTON TRUST COMPANY,
not in its individual capacity except
as expressly set forth herein but
solely as Subordination Agent and Trustee
{PAGE}
TABLE OF CONTENTS
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{TABLE}
{CAPTION}
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{S} {C}
ARTICLE I DEFINITIONS............................................................................................2
ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY....................................................................20
SECTION 2.1 Agreement to Terms of Subordination; Payments from Monies Received Only....................20
SECTION 2.2 Trust Accounts.............................................................................21
SECTION 2.3 Deposits to the Collection Account and Special Payments Account............................22
SECTION 2.4 Distributions of Special Payments..........................................................22
SECTION 2.5 Designated Representatives.................................................................25
SECTION 2.6 Controlling Party..........................................................................26
ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF............................................................27
SECTION 3.1. Written Notice of Distribution............................................................27
SECTION 3.2. Distribution of Amounts on Deposit in the Collection Account..............................29
SECTION 3.3. Distribution of Amounts on Deposit Following a Triggering Event...........................31
SECTION 3.4 Other Payments.............................................................................33
SECTION 3.5. Payments to the Trustees and the Liquidity Providers......................................33
SECTION 3.6. Liquidity Facilities......................................................................33
ARTICLE IV EXERCISE OF REMEDIES.................................................................................39
SECTION 4.1. Directions from the Controlling Party.....................................................39
SECTION 4.2. Remedies Cumulative.......................................................................40
SECTION 4.3. Discontinuance of Proceedings.............................................................40
SECTION 4.4. Right of Certificateholders to Receive Payments Not to Be Impaired........................41
SECTION 4.5. Undertaking for Costs.....................................................................41
ARTICLE V DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC........................................41
SECTION 5.1. Notice of Indenture Default or Triggering Event...........................................41
SECTION 5.2. Indemnification...........................................................................42
SECTION 5.3. No Duties Except as Specified in Intercreditor Agreement..................................42
SECTION 5.4. Notice from the Liquidity Providers and Trustees..........................................42
ARTICLE VI THE SUBORDINATION AGENT..............................................................................43
SECTION 6.1. Authorization; Acceptance of Trusts and Duties............................................43
SECTION 6.2. Absence of Duties.........................................................................43
SECTION 6.3. No Representations or Warranties as to Documents..........................................43
SECTION 6.4. No Segregation of Monies; No Interest.....................................................43
SECTION 6.5. Reliance; Agents; Advice of Counsel.......................................................44
{/TABLE}
i
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{TABLE}
{CAPTION}
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{S} {C}
SECTION 6.6. Capacity in Which Acting..................................................................44
SECTION 6.7. Compensation..............................................................................44
SECTION 6.8. May Become Certificateholder..............................................................45
SECTION 6.9. Subordination Agent Required; Eligibility.................................................45
SECTION 6.10. Money to Be Held in Trust................................................................45
ARTICLE VII INDEMNIFICATION OF SUBORDINATION AGENT..............................................................45
SECTION 7.1. Indemnification...........................................................................45
ARTICLE VIII SUCCESSOR SUBORDINATION AGENT......................................................................46
SECTION 8.1. Replacement of Subordination Agent; Appointment of Successor..............................46
ARTICLE IX SUPPLEMENTS AND AMENDMENTS...........................................................................47
SECTION 9.1. Amendments, Waivers, Etc..................................................................47
SECTION 9.2. Subordination Agent Protected.............................................................49
SECTION 9.3. Effect of Supplemental Agreements.........................................................49
SECTION 9.4. Notice to Rating Agency...................................................................50
ARTICLE X MISCELLANEOUS.........................................................................................50
SECTION 10.1. Termination of Intercreditor Agreement...................................................50
SECTION 10.2. Intercreditor Agreement for Benefit of Trustees, Liquidity Providers and
Subordination Agent................................................................50
SECTION 10.3. Notices..................................................................................50
SECTION 10.4. Severability.............................................................................51
SECTION 10.5. No Oral Modifications or Continuing Waivers..............................................52
SECTION 10.6. Successors and Assigns...................................................................52
SECTION 10.7. Headings.................................................................................52
SECTION 10.8. Counterpart Form.........................................................................52
SECTION 10.9. Subordination............................................................................52
SECTION 10.10. GOVERNING LAW...........................................................................54
SECTION 10.11. Submission to Jurisdiction; Waiver of Jury Trial........................................54
SECTION 10.12. Transfer................................................................................54
SECTION 10.13. Subordination Agent's Liability.........................................................55
{/TABLE}
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{PAGE}
INTERCREDITOR AGREEMENT
-----------------------
INTERCREDITOR AGREEMENT dated as of March 28, 2002, among WILMINGTON
TRUST COMPANY, a Delaware banking corporation ("WTC"), not in its individual
capacity but solely as Trustee of each Trust (each as defined below), AIG
Matched Funding Corp., a Delaware corporation, as Class A Liquidity Provider and
Class B Liquidity Provider, and WTC, not in its individual capacity except as
expressly set forth herein, but solely as Subordination Agent and trustee
hereunder (in such capacity, together with any successor appointed pursuant to
Article VIII hereof, the "Subordination Agent").
WHEREAS, all capitalized terms used herein shall have the respective
meanings referred to in Article I hereof;
WHEREAS, pursuant to each Indenture (i) in the case of each Aircraft
that is owned by ATA at the time such Indenture is entered into (the "Owned
Aircraft"), ATA will issue on a recourse basis two series of Equipment Notes to
finance the purchase of such Aircraft and (ii) in the case of each Aircraft that
is leased to ATA pursuant to a related Lease at the time such Indenture is
entered into (the "Leased Aircraft"), the related Owner Trustee will issue on a
nonrecourse basis two series of Equipment Notes to finance the purchase of such
Aircraft;
WHEREAS, pursuant to the Financing Agreements, each Trust will acquire
Equipment Notes having an interest rate equal to the interest rate applicable to
the Certificates to be issued by such Trust;
WHEREAS, pursuant to each Trust Agreement, the Trust created thereby
proposes to issue a single class of Certificates (a "Class") bearing the
interest rate and having the final distribution date described in such Trust
Agreement on the terms and subject to the conditions set forth therein;
WHEREAS, the Company and Amtran have entered into two Certificate
Purchase Agreements (together, as amended, supplemented or otherwise modified in
accordance with their terms, the "Certificate Purchase Agreements"), each dated
as of March 26, 2002 with Nyala Funding LLC (the "Class A Purchaser") and PK
AirFinance US, Inc. (the "Class B Purchaser"), respectively, providing for the
purchase of the Class A Certificates and the Class B Certificates, respectively;
WHEREAS, the Company, Amtran, the Trustee, the Subordination Agent, the
Escrow Agent, the Liquidity Provider, the Paying Agent, the Class A Purchaser
and the Class B Purchaser concurrently herewith are entering into a Delayed
Funding Implementation Agreement, dated as of the date hereof (the "Delayed
Funding Implementation Agreement"), pursuant to which the parties thereto agree
to supplement and modify the Operative Agreements, as defined therein;
WHEREAS, the initial Liquidity Provider proposes to enter into the
Class A Liquidity Facility and the Class B Liquidity Facility with the
Subordination Agent, as agent for the respective Trustee of each of the two
Trusts, for the benefit of the Certificateholders of such Trust;
{PAGE}
2
WHEREAS, American International Group, Inc. will guarantee, pursuant to
two separate guarantee agreements dated as of the date hereof (each, a
"Guarantee Agreement") the payment obligations of AIG-MF under the Class A
Liquidity Facility and the Class B Liquidity Facility, respectively;
WHEREAS, it is a condition precedent to the purchase of the Class A
Certificates by the Class A Purchaser and of the Class B Certificates by the
Class B Purchaser that the Subordination Agent, the Trustees, and the Liquidity
Providers agree to the terms of subordination set forth in this Agreement in
respect of each Class of Certificates, and the Subordination Agent, the Trustees
and the Liquidity Providers, by entering into this Agreement, hereby acknowledge
and agree to such terms of subordination and the other provisions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(1) the terms used herein that are defined in this Article have the
meanings assigned to them in this Article, and include the plural as well
as the singular;
(2) all references in this Agreement to designated "Articles",
"Sections" and other subdivisions are to the designated Articles, Sections
and other subdivisions of this Agreement;
(3) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision; and
(4) the term "including" shall mean "including without limitation".
"Acceleration" means, with respect to the amounts payable in respect of
the Equipment Notes issued under any Indenture, such amounts becoming
immediately due and payable by declaration or otherwise. "Accelerate",
"Accelerating" and "Accelerated" have meanings correlative to the foregoing.
137369
|
AIG
As referenced in this Intercreditor Agreement:
American International Group, Inc – Liquidity Facility with the
Subordination Agent, as agent for the respective Trustee of each of the two
Trusts, for the benefit of the Certificateholders of such Trust;
{PAGE}
2
WHEREAS, American International Group, Inc . will guarantee, pursuant to
two separate guarantee agreements dated as of the date hereof (each, a
"Guarantee Agreement") the payment obligations of AIG-MF under the Class A
Liquidity
_____________
American International Group, Inc – giving effect to any
distribution of principal on such Distribution Date with respect to such senior
Class or Classes, but in no event an amount less than zero.
"AIG" means American International Group, Inc ., a Delaware corporation,
and its successors and permitted assigns.
"AIG-MF" means AIG Matched Funding Corp., a Delaware corporation, and
its successors and permitted assigns.
"Aircraft" means, with respect
_____________
dt 1483296
;
McGraw-Hill Companies
As referenced in this Intercreditor Agreement:
McGraw-Hill Companies, Inc – 2.2 as a sub-account to the Collection Account.
"Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc .
"Stated Amount" means with respect to any Liquidity Facility, the
Maximum Commitment (as defined in such Liquidity Facility) of the applicable
Liquidity
_____________
dt 310752
;
|
 Wilmington Trust
As referenced in this Intercreditor Agreement:
WILMINGTON TRUST CO – 4.9
{SEQUENCE}9
{FILENAME}file008.txt
{DESCRIPTION}INTERCREDITOR AGREEMENT
{TEXT}
{PAGE}
EXECUTION COPY
INTERCREDITOR AGREEMENT
Dated as of
March 28, 2002
AMONG
WILMINGTON TRUST CO MPANY,
not in its individual capacity
but solely as Trustee under the
American Trans Air 2002-1A Pass Through Trust
and
American Trans
_____________
WILMINGTON TRUST CO – American Trans Air 2002-1B Pass Through Trust,
AIG MATCHED FUNDING CORP.
as Class A Liquidity Provider
and Class B Liquidity Provider,
AND
WILMINGTON TRUST CO MPANY,
not in its individual capacity except
as expressly set forth herein but
solely as Subordination Agent and Trustee
{PAGE}
TABLE OF CONTENTS
-----------------
{
_____________
WILMINGTON
TRUST CO – 54
SECTION 10.13. Subordination Agent's Liability.........................................................55
{/TABLE}
ii
{PAGE}
INTERCREDITOR AGREEMENT
-----------------------
INTERCREDITOR AGREEMENT dated as of March 28, 2002, among WILMINGTON
TRUST CO MPANY, a Delaware banking corporation ("WTC"), not in its individual
capacity but solely as Trustee of each Trust (each as defined below), AIG
_____________
Wilmington Trust Co – Indenture, the
"Participation Agreement" referred to therein.
"Payee" has the meaning assigned to such term in Section 2.4(e).
"Paying Agent" means Wilmington Trust Co mpany, as paying agent under
each Escrow and Paying Agent Agreement, together with its successors in such
capacity.
"Performing Equipment Note" means an
_____________
Wilmington Trust Co – mailed by
certified mail, postage prepaid, or by confirmed telecopy and
(i) if to the Subordination Agent, addressed to at its office at:
Wilmington Trust Co mpany
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
{PAGE}
51
Facsimile: (302) 636-4140
Attention: Corporate Trust Administration
(ii) if
_____________
dt 99594
;
ATA Holdings Corp.
|
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Subscribers | 2003 |
Reimbursement Agreement
Reimbursement Agreement (15K)
Doc #152444: Click preview link for longer preview.
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (this "Agreement") dated as of August 28,
2002, ("Effective Date") is by and among MIIX Advantage Insurance Company of New
Jersey, a New Jersey corporation ("MIIX Advantage"), MIIX Advantage Holdings,
Inc., a New Jersey corporation ("Holdings"), and MIIX Insurance Company, a New
Jersey corporation ("MIIX Insurance").
Background
A. Holdings and MIIX Advantage (collectively, "Advantage"), were formed to
issue to (i) certain physicians, osteopaths, surgeons, dentists and podiatrists
(collectively, "Physicians") who are licensed to practice medicine, dentistry or
podiatry in New Jersey and who conduct at least 51% of such practice in New
Jersey and (ii) entities formed for the purpose of such Physicians' practices
which are not wholly-owned by one or more Institutional Providers, as defined in
Section 5.1 hereof (those persons described in clauses (i) and (ii) collectively
referred to as "New Jersey Physicians") medical professional liability and
associated general liability insurance policies (the "Insurance Business"). MIIX
Advantage is a wholly owned subsidiary of MIIX Holdings. Pursuant to a
Preliminary Offering Letter dated May 24, 2002, as supplemented by a letter
dated August 5, 2002, MIIX Holdings is seeking to raise certain funds, which
will be used to capitalize MIIX Advantage (the "Offering").
B. Pursuant to a Management Services Agreement (the "Management Agreement")
entered into by and among The MIIX Group, Inc. ("MIIX Group"), New Jersey State
Medical Underwriters, Inc. ("Underwriter"), and Advantage, MIIX Group and
Underwriter will provide to Advantage certain management services in connection
with the Insurance Business.
C. Pursuant to a Non-competition and Renewal Rights Agreement entered into
by and among MIIX Group, Underwriter, MIIX Insurance Company ("MIIX Insurance"),
and Advantage contemporaneously herewith (the "Renewal Rights Agreement"), MIIX
Group will inform New Jersey Physicians that MIIX Insurance can no longer issue
policies and advise such physicians that MIIX Advantage may issue new policies
provided certain conditions are satisfied.
D. Pursuant to an Intellectual Property License Agreement entered into by
and among Underwriter and Advantage contemporaneously herewith (the "License
Agreement"), the "MIIX" name and associated marks will be licensed to Advantage
for use in connection with the Insurance Business.
{PAGE}
E. MIIX Insurance has incurred and will continue to incur on behalf of
Advantage substantial costs and expenses in connection with the Offering and
other organizational matters.
F. Advantage desires to reimburse such costs and expenses pursuant to the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing background recitals and
the mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
152444
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MIIX Group
As referenced in this Reimbursement Agreement:
MIIX Group, Inc – used to capitalize MIIX Advantage (the "Offering").
B. Pursuant to a Management Services Agreement (the "Management Agreement")
entered into by and among The MIIX Group, Inc . ("MIIX Group"), New Jersey State
Medical Underwriters, Inc. ("Underwriter"), and Advantage, MIIX Group and
Underwriter will provide to Advantage certain management services
_____________
dt 234413
;
MIIX Advantage Insurance Company of New Jersey;
| MIIX Advantage Holdings, Inc.;
MIIX Insurance Company
|
| Preview
Subscribers | 2003 |
Reimbursement Agreement
Reimbursement Agreement (300K)
Doc #152446: Click preview link for longer preview.
================================================================================
REIMBURSEMENT AGREEMENT
Among
RENAISSANCE REINSURANCE LTD.
RENAISSANCE REINSURANCE OF EUROPE
GLENCOE INSURANCE LTD.
DAVINCI REINSURANCE LTD.
TIMICUAN REINSURANCE
As Account Parties,
RENAISSANCERE HOLDINGS LTD.,
THE LENDERS NAMED HEREIN,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Issuing Bank, Collateral Agent and Administrative Agent,
NATIONAL AUSTRALIA BANK, LTD.,
ING BANK, N.V., LONDON BRANCH and
BARCLAYS BANK PLC
As Co-Documentation Agents
$385,000,000 Secured Letter of Credit Facility
WACHOVIA SECURITIES, INC.
Sole Book Runner and Lead Arranger
Dated as of December 20, 2002
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
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ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
{S} {C} {C}
Section 1.01 Certain Defined Terms.......................................................................2
Section 1.02 Computation of Time Periods; Other Definitional Provisions.................................20
Section 1.03 Accounting Principles......................................................................20
ARTICLE II
AMOUNTS AND TERMS OF THE LETTERS OF CREDIT
Section 2.01 The Letters of Credit......................................................................20
Section 2.02 Issuance, Renewals, Drawings, Participations and Reimbursement.............................21
Section 2.03 Repayment of Letter of Credit Advances.....................................................25
Section 2.04 Termination or Reduction of the L/C Commitments............................................27
Section 2.05 Fees.......................................................................................27
Section 2.06 Increased Costs, Etc.......................................................................28
Section 2.07 Payments and Computations..................................................................29
Section 2.08 Taxes......................................................................................30
Section 2.09 Sharing of Payments, Etc...................................................................32
Section 2.10 Use of Letters of Credit...................................................................33
Section 2.11 Defaulting Lenders.........................................................................33
Section 2.12 Replacement of Affected Lender.............................................................35
Section 2.13 Certain Provisions Relating to the Issuing Bank and Letters of Credit......................35
Section 2.14 Downgrade Event with Respect to a Lender...................................................38
Section 2.15 Downgrade Event or Other Event with Respect to the Issuing Bank............................39
Section 2.16 Collateral.................................................................................40
Section 2.17 Cash Collateral Accounts...................................................................41
Section 2.18 Increase of Total Commitment...............................................................42
Section 2.19 Extension of Expiration Date...............................................................42
Section 2.20 Effectiveness..............................................................................43
ARTICLE III
CONDITIONS OF LENDING AND ISSUANCES OF LETTERS OF CREDIT
Section 3.01 Conditions Precedent to Effective Date.....................................................43
Section 3.02 Conditions Precedent to Each Issuance, Extension or Increase of a Letter of Credit.........46
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01 Organization and Power.....................................................................48
Section 4.02 Enforceability.............................................................................48
Section 4.03 No Violation...............................................................................48
Section 4.04 Consents and Approvals.....................................................................48
i
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Section 4.05 Litigation.................................................................................49
Section 4.06 Financial Matters..........................................................................49
Section 4.07 Custodial Agreements.......................................................................50
Section 4.08 Compliance with Laws.......................................................................50
Section 4.09 Margin Stock...............................................................................50
Section 4.10 Securities Regulation......................................................................50
Section 4.11 Other Agreements...........................................................................51
Section 4.12 Solvency...................................................................................51
Section 4.13 ERISA......................................................................................51
Section 4.14 Insurance Licenses.........................................................................51
Section 4.15 Taxes......................................................................................52
Section 4.16 Full Disclosure............................................................................52
ARTICLE V
AFFIRMATIVE COVENANTS
Section 5.01 Financial and Statements, etc..............................................................53
Section 5.02 Existence; Franchises; Maintenance of Properties...........................................56
Section 5.03 Compliance with Laws.......................................................................56
Section 5.04 Payment of Obligations.....................................................................56
Section 5.05 Insurance..................................................................................57
Section 5.06 Maintenance of Books and Records; Inspection...............................................57
Section 5.07 Collateral, Further Assurances.............................................................57
ARTICLE VI
FINANCIAL AND NEGATIVE COVENANTS
Section 6.01 Minimum Net Worth..........................................................................58
Section 6.02 Change in Nature of Business...............................................................58
Section 6.03 Mergers, Consolidations and Sales..........................................................58
Section 6.04 Investments................................................................................58
Section 6.05 Regulations U and X........................................................................59
Section 6.06 Other Agreements...........................................................................59
Section 6.07 Transactions with Affiliates...............................................................59
Section 6.08 No Amendment of Certain Documents..........................................................59
Section 6.09 Accounting Changes.........................................................................59
ARTICLE VII
EVENTS OF DEFAULT
Section 7.01 Full Events of Default.....................................................................59
Section 7.02 Account Party Events of Default............................................................61
Section 7.03 Actions in Respect of the Letters of Credit upon Default; Remedies.........................63
ARTICLE VIII
THE AGENTS
Section 8.01 Authorization and Action...................................................................64
Section 8.02 Agents' Reliance, Etc......................................................................64
ii
{PAGE}
Section 8.03 Wachovia and Affiliates....................................................................65
Section 8.04 Lender Credit Decision.....................................................................65
Section 8.05 Indemnification............................................................................65
Section 8.06 Successor Administrative Agent.............................................................66
Section 8.07 Collateral Matters.........................................................................67
Section 8.08 Co-Documentation Agents, Managing Agent....................................................67
ARTICLE IX
MISCELLANEOUS
Section 9.01 Amendments, Etc............................................................................67
Section 9.02 Notices, Etc...............................................................................68
Section 9.03 Costs and Expenses; Indemnification........................................................69
Section 9.04 Right of Set-off...........................................................................70
Section 9.05 Assignments and Participations.............................................................71
Section 9.06 No Waiver..................................................................................73
Section 9.07 Successors and Assigns.....................................................................74
Section 9.08 Survival...................................................................................74
Section 9.09 Severability...............................................................................74
Section 9.10 Construction...............................................................................74
Section 9.11 Confidentiality............................................................................74
Section 9.12 Counterparts; Effectiveness................................................................75
Section 9.13 Disclosure of Information..................................................................75
Section 9.14 Entire Agreement...........................................................................75
Section 9.15 Governing Law; Consent to Jurisdiction.....................................................75
Section 9.16 Waiver of Jury Trial.......................................................................76
{/TABLE}
iii
{PAGE}
SCHEDULES AND EXHIBITS
Schedule I L/C Commitments and Lending Offices
Schedule II Methodology for Calculation of Collateral Values
Schedule III Tangible Net Worth Thresholds
Schedule 4.01(a) Ownership of Account Parties
Schedule 4.01(b) Subsidiaries
Schedule 4.04 Consents and Approvals
Schedule 4.05 Litigation
Schedule 4.06(d) Absence of Changes
Schedule 4.14 Insurance Licenses
Schedule 4.15 Taxes
Exhibit A Form of Accession Agreement
Exhibit B Form of Assignment and Acceptance
Exhibit C Form of Compliance Certificate
Exhibit D Form of Pledge Agreement
Exhibit E Form of Control Agreement
Exhibit F Form of RenRe Agreement
Exhibit G-1 Form of RIHL Agreement
Exhibit G-2 Form of RIHL Pledge Agreement
Exhibit G-3 Form of RIHL Control Agreement
Exhibit H Form of Collateral Value Report
Exhibit I-1 Form of Opinion of Willkie Farr & Gallagher
Exhibit I-2 Form of Opinion of Conyers, Dill & Pearman
Exhibit I-2A Form of Opinion of A&L Goodbody
Exhibit I-3 Form of Opinion of Reed Smith
iv
{PAGE}
REIMBURSEMENT AGREEMENT
REIMBURSEMENT AGREEMENT dated as of December 20, 2002, among
RENAISSANCE REINSURANCE LTD., a Bermuda company ("RRL") RENAISSANCE REINSURANCE
OF EUROPE, a company incorporated in Ireland ("RRE"), GLENCOE INSURANCE LTD., a
Bermuda company ("Glencoe"), DAVINCI REINSURANCE LTD., a Bermuda company
("DaVinci"), and TIMICUAN REINSURANCE LTD., a Bermuda company ("Timicuan") (RRL,
RRE, Glencoe, DaVinci and Timicuan, each an "Account Party"), RENAISSANCERE
HOLDINGS LTD., a Bermuda company ("RenRe"), the banks and financial institutions
listed on the signature pages hereto or that become parties hereto after the
date hereof (collectively, the "Lenders"), WACHOVIA BANK, NATIONAL ASSOCIATION
("Wachovia"), as Issuing Bank (as hereinafter defined), NATIONAL AUSTRALIA BANK,
LTD., ING BANK N.V., LONDON BRANCH, and BARCLAYS BANK PLC, as co-documentation
agents (the "Co-Documentation Agents"), Wachovia, as collateral agent (the
"Collateral Agent"), and Wachovia, as administrative agent (together with any
successor administrative agent appointed pursuant to Article VII, the
"Administrative Agent" and, together with the Co-Documentation Agents and the
Collateral Agent, the "Agents") for the Lenders.
PRELIMINARY STATEMENTS:
A. The Account Parties have requested that the Issuing Bank and the
Lenders make available to the Account Parties a secured letter of credit
facility in an initial amount of up to $385,000,000 to provide for the issuance
of letters of credit for the account of one or more of the Account Parties. The
Issuing Bank and the Lenders have indicated their willingness to agree to make
such letters of credit available on the terms and conditions of this Agreement
and the other Credit Documents, including the requirement that each Account
Party fully collateralize its several letter of credit obligations with a
perfected first priority security interest in satisfactory collateral, including
cash, eligible marketable securities and (so long as certain conditions are met)
Redeemable Preference Shares of Renaissance Investment Holdings Ltd., a Bermuda
company ("RIHL").
B. Each of the Account Parties is a holder of such Redeemable
Preference Shares, and wishes to pledge sufficient Redeemable Preference Shares
to the Collateral Agent to secure such Account Party's obligations to the Agents
and the Lenders in connection with this letter of credit facility. Each Account
Party's Redeemable Preference Shares are held in a separate custodial account
with Mellon and will be pledged to the Collateral Agent pursuant to a Pledge
Agreement in favor of the Collateral Agent for such Account Party, and a related
Control Agreement among such Account Party, Mellon and the Collateral Agent.
C. RIHL's sole business is to invest in a portfolio of high quality
marketable securities as described in RIHL's Private Placement Memorandum. RIHL
will provide certain undertakings to the Agents and Lenders pursuant to the RIHL
Agreement in support of this letter of credit facility, including maintenance of
its status as a single purpose company and its agreement to redeem the pledged
Redeemable Preference Shares as required by the Collateral Agent after the
occurrence of certain events.
1
{PAGE}
D. RIHL will also agree in the RIHL Agreement to guarantee the
obligations of one or more of the Account Parties under this letter of credit
facility upon the occurrence of certain events with respect to RIHL or the
Account Parties. RIHL will secure its obligations under such guaranty by
pledging an allocable portion of RIHL's assets to the Collateral Agent pursuant
to the RIHL Pledge Agreement in favor of the Collateral Agent, and a related
Control Agreement among RIHL, Mellon and the Collateral Agent
E. All of the common shares of RIHL are owned by RenRe, and the
day-to-day investment activities of RIHL are managed by Renaissance Underwriting
Managers Ltd., a Bermuda company ("RUM"), which is a wholly owned subsidiary of
RenRe. RenRe and RUM will provide certain undertakings to the Agents and Lenders
pursuant to the RenRe Agreement in support of this letter of credit facility,
including exercise of their control over RIHL to cause RIHL to comply with its
obligations under the Credit Documents and maintenance of RIHL's status as a
single purpose company.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):
"Accepting Lenders" as the meaning specified in SECTION 2.19.
"Account Parties" means the parties specified as such in the recital of
parties to this Agreement, together with such other Subsidiaries and Affiliates
of RenRe that become Account Parties from time to time upon the request of RenRe
and with the express written consent of the Administrative Agent and the Issuing
Bank (and compliance with all conditions of such consent, including becoming a
party to each applicable Credit Document as an Account Party by executing an
Accession Agreement in the form of EXHIBIT A).
"Administrative Agent" has the meaning specified in the recital of
parties to this Agreement, and all successors and permitted assigns in such
capacity.
"Affected Lender" means any Lender that has made, or notified RenRe
that an event or circumstance has occurred which may give rise to, a demand for
compensation under SECTION 2.06(a) OR (b) OR SECTION 2.08 (but only so long as
the event or circumstance giving rise to such demand or notice is continuing).
"Affiliate" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person. For purposes of this definition, the term "control" (including the terms
"controlling", "controlled by" and "under common control with") of a Person
means the possession, direct or indirect, of the power to vote 20% or more of
the Voting Interests of such Person or to direct or cause the direction of the
management
152446
|
ABN AMRO Bank
As referenced in this Reimbursement Agreement:
ABN AMRO BANK, – Matthew S.R. Tuck
-----------------------------------------------
Name: Matthew S.R. Tuck
-----------------------------------------------
Title: Vice President, Financial Institutions, USA
-----------------------------------------------
ABN AMRO BANK, N.V., as a Lender
By: /s/ Nancy W. Lanzoni
-----------------------------------------------
Name: Nancy W. Lanzo
-----------------------------------------------
dt 45234
;
McGraw-Hill Companies
As referenced in this Reimbursement Agreement:
McGraw-Hill Companies, Inc – by insurance corporations of the same type as such Insurance Company.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc .
"Security Documents" means, collectively, (i) the Pledge Agreements and
all other security agreements, pledge agreements, charges and mortgages at any
time creating
_____________
dt 310832
;
RenaissanceRe
As referenced in this Reimbursement Agreement:
RENAISSANCERE HOLDINGS – EXECUTION COPY
================================================================================
REIMBURSEMENT AGREEMENT
Among
RENAISSANCE REINSURANCE LTD.
RENAISSANCE REINSURANCE OF EUROPE
GLENCOE INSURANCE LTD.
DAVINCI REINSURANCE LTD.
TIMICUAN REINSURANCE
As Account Parties,
RENAISSANCERE HOLDINGS LTD.,
THE LENDERS NAMED HEREIN,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Issuing Bank, Collateral Agent and Administrative Agent,
NATIONAL AUSTRALIA BANK, LTD.,
ING BANK,
_____________
RENAISSANCERE
HOLDINGS – LTD., a Bermuda company
("DaVinci"), and TIMICUAN REINSURANCE LTD., a Bermuda company ("Timicuan") (RRL,
RRE, Glencoe, DaVinci and Timicuan, each an "Account Party"), RENAISSANCERE
HOLDINGS LTD., a Bermuda company ("RenRe"), the banks and financial institutions
listed on the signature pages hereto or that become parties hereto after the
_____________
RENAISSANCERE HOLDINGS – John M. Lummis
Title: Chief Financial Officer
TIMICUAN REINSURANCE LTD.
By: /s/John M. Lummis
-----------------------------------------------
Name: John M. Lummis
Title: Chief Financial Officer
RENAISSANCERE HOLDINGS LTD.
By: /s/John M. Lummis
-----------------------------------------------
Name: John M. Lummis
Title: Chief Financial Officer
Address for each Credit Party:
Renaissance House
8-12
_____________
dt 233003
;
|
ABN AMRO Bank
As referenced in this Reimbursement Agreement:
ABN AMRO BANK, – Matthew S.R. Tuck
-----------------------------------------------
Name: Matthew S.R. Tuck
-----------------------------------------------
Title: Vice President, Financial Institutions, USA
-----------------------------------------------
ABN AMRO BANK, N.V., as a Lender
By: /s/ Nancy W. Lanzoni
-----------------------------------------------
Name: Nancy W. Lanzo
-----------------------------------------------
dt 45234
;
BNY
As referenced in this Reimbursement Agreement:
Bank of New York, – is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or if such rate is not so published for any
day that is a
dt 41861
;
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Letter of Credit Facility and Reimbursement Agreement
Letter of Credit Facility and Reimbursement Agreement (32K)
Doc #152480: Click preview link for longer preview.
LETTER OF CREDIT FACILITY AND REIMBURSEMENT AGREEMENT dated 18
November 2002
Between:
XL CAPITAL LTD, a company incorporated under the laws of the Cayman Islands (the Account Party);
The GUARANTORS as defined below;
The LENDERS as defined below;
CITIBANK INTERNATIONAL PLC, as agent and trustee for the Lenders (and when acting in such capacities the Agent and Security Trustee respectively); and
SALOMON BROTHERS INTERNATIONAL LIMITED (the Arranger).
Definitions
Defined Terms
1.1 As used in this Agreement, the following terms have the meanings specified below:
Affiliate means, with respect to a specified Person, another Person that directly, or indirectly, Controls or is Controlled by or is under common Control with the Person specified;
Applicable Percentage means, with respect to any Lender, the percentage of the Total Commitments represented by such Lenders Commitment. If the Total Commitments or Commitment of a Lender have terminated or expired, the Applicable Percentage shall be determined based upon the Total Commitments or Commitment of such Lender (as the case may be) most recently in effect, giving effect to any permitted assignments or transfers;
Applicant means each of XL Europe, Mid Ocean, Stonebridge Underwriting, NAC Reinsurance, Dornoch, County Down, Brockbank and XL Re and any other Affiliate of the Account Party as may be agreed by the Agent and the Account Party from time to time;
Approved Credit Institution means a credit institution within the meaning of the First Council Directive on the co-ordination of laws, regulations and administrative provisions relating to the taking up and pursuit of the business of credit institutions (No 77/780/EEC) which has been approved by Lloyds for the purpose of providing guarantees and issuing or confirming letters of credit comprising a members Funds at Lloyds;
Authorised Signatory means, in relation to an Obligor, any person who is duly authorised (in such manner as may be reasonably acceptable to the Agent) and in respect of whom the Agent has received a certificate signed by a director or another Authorised Signatory of such Obligor setting out the name and signature of such person and confirming such persons authority to act;
Available Commitment means in relation to a Lender at any time and save as otherwise provided herein its Commitment less the amount of its participation in the LC Exposures at such time PROVIDED THAT such amount shall not be less than zero;
152480
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Citibank
As referenced in this Letter of Credit Facility and Reimbursement Agreement:
Citibank, N.A. – the first such day after the date hereof;
Reference Banks means, subject to Clause 26.6 (Reference Banks), the principal London offices of Citibank, N.A. , ING Bank N.V., London Branch, Lloyds TSB Bank plc and Barclays Bank plc;
Register has the meaning given to it in
_____________
CITIBANK, N.A. – Wharf
London E14 5LB
Fax:
020 7500 4482/4484
Tel:
020 7500 4712
Attention:
Loans Agency
Lenders
SIGNED for and on behalf of CITIBANK, N.A.
By:
Address:
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
Fax:
020 7500 5806
Tel:
020 7508 1826
Attention:
Loans
_____________
dt 145940
;
XL Capital
As referenced in this Letter of Credit Facility and Reimbursement Agreement:
XL CAPITAL –
EX-10.57 8 c26955_ex10-57.htm
18 NOVEMBER 2002
XL CAPITAL LTD
as Account Party
THE GUARANTORS
(as defined herein)
THE LENDERS PARTY HERETO
(as defined herein)
CITIBANK INTERNATIONAL PLC
as Agent and Security
_____________
XL CAPITAL – 69
TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY
70
THIRD PARTY RIGHTS
71
LETTER OF CREDIT FACILITY AND REIMBURSEMENT AGREEMENT dated 18
November 2002
Between:
XL CAPITAL LTD, a company incorporated under the laws of the Cayman Islands (the Account Party);
The GUARANTORS as defined below;
The LENDERS as defined
_____________
XL Capital – hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:
(a)
if to any Obligor, to:
XL Capital Ltd
XL House
One Bermudiana Road
Hamilton HM 11
Bermuda
Fax:
1 441 295 4867
Attention:
Paul Giordano
(b)
if to the Agent:
_____________
XL CAPITAL – 71
DULY DELIVERED AS A DEED by the Chargor on the date inserted above.
EXECUTED as a DEED
)
for and on behalf of
)
XL CAPITAL LTD
)
In the presence of:
)
SIGNED
)
for and on behalf of
)
CITIBANK INTERNATIONAL PLC
)
72
IN WITNESS WHEREOF, XL CAPITAL LTD has caused
_____________
XL CAPITAL – on behalf of
)
XL CAPITAL LTD
)
In the presence of:
)
SIGNED
)
for and on behalf of
)
CITIBANK INTERNATIONAL PLC
)
72
IN WITNESS WHEREOF, XL CAPITAL LTD has caused this Agreement to be duly executed as a Deed by an authorised officer on the day and year first above
_____________
dt 233136
;
Barclays Bank
As referenced in this Letter of Credit Facility and Reimbursement Agreement:
Barclays Bank plc; – 26.6 (Reference Banks), the principal London offices of Citibank, N.A., ING Bank N.V., London Branch, Lloyds TSB Bank plc and Barclays Bank plc;
Register has the meaning given to it in Clause 26.11 (Maintenance of Register by Agent);
12
Related Parties means, with respect
_____________
BARCLAYS BANK PLC
– Canary Wharf
London E14 5LB
Fax:
020 7500 5806
Tel:
020 7508 1826
Attention:
Loans Processing Unit
SIGNED for and on behalf of BARCLAYS BANK PLC
By:
Address:
1st Floor
54 Lombard Street
London EC3V 9EX
Fax:
020 7699 2407
Tel:
020 7699 3121
Attention:
Paul Johnson
SIGNED
_____________
dt 108462
;
|
Citibank
As referenced in this Letter of Credit Facility and Reimbursement Agreement:
Citibank, N.A. – the first such day after the date hereof;
Reference Banks means, subject to Clause 26.6 (Reference Banks), the principal London offices of Citibank, N.A. , ING Bank N.V., London Branch, Lloyds TSB Bank plc and Barclays Bank plc;
Register has the meaning given to it in
_____________
CITIBANK, N.A. – Wharf
London E14 5LB
Fax:
020 7500 4482/4484
Tel:
020 7500 4712
Attention:
Loans Agency
Lenders
SIGNED for and on behalf of CITIBANK, N.A.
By:
Address:
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
Fax:
020 7500 5806
Tel:
020 7508 1826
Attention:
Loans
_____________
dt 145940
;
Citibank International plc;
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Letter of Credit Facility and Reimbursement Agreement
Letter of Credit Facility and Reimbursement Agreement (206K)
Doc #154430: Click preview link for longer preview.
18 NOVEMBER 2002
XL CAPITAL LTD
as Account Party
THE GUARANTORS
(as defined herein)
THE LENDERS PARTY HERETO
(as defined herein)
CITIBANK INTERNATIONAL PLC
as Agent and Security Trustee
SALOMON BROTHERS INTERNATIONAL LIMITED
as Arranger
LETTER OF CREDIT FACILITY AND
REIMBURSEMENT AGREEMENT
1
CONTENTS
CLAUSE
PAGE
DEFINITIONS
4
THE FACILITY
17
UTILISATION OF THE FACILITY
18
TERMINATION OF LETTERS OF CREDIT
20
PAYMENT OF DEMANDS
23
THE ACCOUNT PARTYS LIABILITIES IN RELATION TO LETTERS OF CREDIT
24
DEFAULT INTEREST
25
TERMINATION AND REDUCTION OF . . .
154430
|
Citibank
As referenced in this Letter of Credit Facility and Reimbursement Agreement:
Citibank, N.A. – the first such day after the date hereof;
Reference Banks means, subject to Clause 26.6 (Reference Banks), the principal London offices of Citibank, N.A. , ING Bank N.V., London Branch, Lloyds TSB Bank plc and Barclays Bank plc;
Register has the meaning given to it in
_____________
CITIBANK, N.A. – Wharf
London E14 5LB
Fax:
020 7500 4482/4484
Tel:
020 7500 4712
Attention:
Loans Agency
Lenders
SIGNED for and on behalf of CITIBANK, N.A.
By:
Address:
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
Fax:
020 7500 5806
Tel:
020 7508 1826
Attention:
Loans
_____________
dt 145996
;
XL Capital
As referenced in this Letter of Credit Facility and Reimbursement Agreement:
XL CAPITAL –
EX-10.57 8 c26955_ex10-57.htm
18 NOVEMBER 2002
XL CAPITAL LTD
as Account Party
THE GUARANTORS
(as defined herein)
THE LENDERS PARTY HERETO
(as defined herein)
CITIBANK INTERNATIONAL PLC
as Agent and Security
_____________
XL CAPITAL – 69
TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY
70
THIRD PARTY RIGHTS
71
LETTER OF CREDIT FACILITY AND REIMBURSEMENT AGREEMENT dated 18
November 2002
Between:
XL CAPITAL LTD, a company incorporated under the laws of the Cayman Islands (the Account Party);
The GUARANTORS as defined below;
The LENDERS as defined
_____________
XL Capital – hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:
(a)
if to any Obligor, to:
XL Capital Ltd
XL House
One Bermudiana Road
Hamilton HM 11
Bermuda
Fax:
1 441 295 4867
Attention:
Paul Giordano
(b)
if to the Agent:
_____________
XL CAPITAL – 71
DULY DELIVERED AS A DEED by the Chargor on the date inserted above.
EXECUTED as a DEED
)
for and on behalf of
)
XL CAPITAL LTD
)
In the presence of:
)
SIGNED
)
for and on behalf of
)
CITIBANK INTERNATIONAL PLC
)
72
IN WITNESS WHEREOF, XL CAPITAL LTD has caused
_____________
XL CAPITAL – on behalf of
)
XL CAPITAL LTD
)
In the presence of:
)
SIGNED
)
for and on behalf of
)
CITIBANK INTERNATIONAL PLC
)
72
IN WITNESS WHEREOF, XL CAPITAL LTD has caused this Agreement to be duly executed as a Deed by an authorised officer on the day and year first above
_____________
dt 233138
;
Barclays Bank
As referenced in this Letter of Credit Facility and Reimbursement Agreement:
Barclays Bank plc; – 26.6 (Reference Banks), the principal London offices of Citibank, N.A., ING Bank N.V., London Branch, Lloyds TSB Bank plc and Barclays Bank plc;
Register has the meaning given to it in Clause 26.11 (Maintenance of Register by Agent);
12
Related Parties means, with respect
_____________
BARCLAYS BANK PLC
– Canary Wharf
London E14 5LB
Fax:
020 7500 5806
Tel:
020 7508 1826
Attention:
Loans Processing Unit
SIGNED for and on behalf of BARCLAYS BANK PLC
By:
Address:
1st Floor
54 Lombard Street
London EC3V 9EX
Fax:
020 7699 2407
Tel:
020 7699 3121
Attention:
Paul Johnson
SIGNED
_____________
dt 108492
;
|
Citibank
As referenced in this Letter of Credit Facility and Reimbursement Agreement:
Citibank, N.A. – the first such day after the date hereof;
Reference Banks means, subject to Clause 26.6 (Reference Banks), the principal London offices of Citibank, N.A. , ING Bank N.V., London Branch, Lloyds TSB Bank plc and Barclays Bank plc;
Register has the meaning given to it in
_____________
CITIBANK, N.A. – Wharf
London E14 5LB
Fax:
020 7500 4482/4484
Tel:
020 7500 4712
Attention:
Loans Agency
Lenders
SIGNED for and on behalf of CITIBANK, N.A.
By:
Address:
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
Fax:
020 7500 5806
Tel:
020 7508 1826
Attention:
Loans
_____________
dt 145996
;
Citibank International plc;
Salomon Brothers International
|
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Five-Year Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated No. 2]
Five-Year Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated No. 2] (289K)
Doc #172813: Click preview link for longer preview.
================================================================================
SECOND AMENDED AND RESTATED
FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT
Dated as of February 26, 2003
among
THE HARTFORD FINANCIAL SERVICES GROUP, INC.,
THE LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
BANK OF AMERICA, N.A
as Co-Administrative Agents
and
CITIBANK, N.A.,
WACHOVIA BANK, NATIONAL ASSOCIATION and
FLEET NATIONAL BANK
as Co-Syndication Agents
________________________________________
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
as Co-Lead Arrangers and Co-Bookrunners
================================================================================
6701-199
TABLE OF CONTENTS
Article Section Page
------- ------- ----
I DEFINITIONS
1.01. Defined Terms...............................................1
1.02. Terms Generally............................................15
II THE CREDITS
2.01. Commitments................................................15
2.02. Loans......................................................15
2.03. Competitive Bid Procedure..................................17
2.04. Standby and Local Currency Borrowing Procedure.............19
2.05. Conversion and Continuation of Standby Loans...............19
2.06. Fees.......................................................20
2.07. Repayment of Loans; Evidence of Debt.......................20
2.08. Interest on Loans..........................................21
2.09. Default Interest...........................................22
2.10. Alternate Rate of Interest.................................22
2.11. Termination and Reduction of Commitments...................22
2.12. Prepayment.................................................23
2.13. Reserve Requirements; Change in Circumstances..............23
2.14. Change in Legality.........................................24
2.15. Indemnity..................................................25
2.16. Pro Rata Treatment.........................................25
2.17. Sharing of Setoffs.........................................25
2.18. Payments...................................................26
2.19. Taxes......................................................26
2.20. Duty to Mitigate; Assignment of Commitments Under Certain
Circumstances............................................28
2.21. Terms of Local Currency Facilities.........................29
2.22. Currency Fluctuations, etc.................................30
2.23. Increase in Total Commitment...............................31
III REPRESENTATIONS AND WARRANTIES
3.01. Organization; Powers.......................................33
3.02. Authorization..............................................33
3.03. Enforceability.............................................33
3.04. Governmental Approvals.....................................33
3.05. Financial Statements.......................................33
3.06. Litigation; Compliance with Laws...........................34
3.07. Federal Reserve Regulations................................34
3.08. Investment Company Act; Public Utility Holding Company Act.34
3.09. Use of Proceeds............................................34
3.10. Full Disclosure; No Material Misstatements.................34
3.11. Taxes......................................................35
3.12. Employee Pension Benefit Plans.............................35
{PAGE}
Contents, p. 2
IV CONDITIONS OF LENDING
4.01. All Borrowings.............................................35
4.02. Second Amended and Restated Agreement Effective Date.......35
4.03. First Borrowing by Each Borrowing Subsidiary...............36
V COVENANTS
5.01. Existence..................................................36
5.02. Business and Properties....................................36
5.03. Financial Statements, Reports, etc.........................36
5.04. Insurance..................................................38
5.05. Obligations and Taxes......................................38
5.06. Litigation and Other Notices...............................38
5.07. Maintaining Records; Access to Properties and Inspections..38
5.08. Employee Benefits..........................................38
5.09. Use of Proceeds............................................38
5.10. Risk-Based Capital Ratio...................................38
5.11. Consolidations, Mergers, and Sales of Assets...............39
5.12. Limitations on Liens.......................................39
5.13. Limitations on Sale and Leaseback Transactions.............40
5.14. Consolidated Total Debt to Consolidated Total
Capitalization...........................................40
5.15. Limitations on Dividends and Advances by Subsidiaries......41
5.16. Minimum Consolidated Statutory Surplus.....................41
VI EVENTS OF DEFAULT.................................................41
VII GUARANTEE.........................................................43
VIII THE ADMINISTRATIVE AGENT..........................................44
IX MISCELLANEOUS
9.01. Notices....................................................46
9.02. Survival of Agreement......................................47
9.03. Binding Effect.............................................47
9.04. Successors and Assigns.....................................47
9.05. Expenses; Indemnity........................................49
9.06. APPLICABLE LAW.............................................49
9.07. Waivers; Amendment.........................................49
9.08. Entire Agreement...........................................50
9.09. Severability...............................................50
9.10. Counterparts...............................................50
9.11. Headings...................................................50
9.12. Right of Setoff............................................50
9.13. Jurisdiction; Consent to Service of Process................50
9.14. Waiver of Jury Trial.......................................51
9.15. Addition of Borrowing Subsidiaries.........................51
9.16. Conversion of Currencies...................................51
9.17. Confidentiality............................................52
{PAGE}
Contents, p. 3
EXHIBITS AND SCHEDULES
Exhibit A-1 Form of Competitive Bid Request
Exhibit A-2 Form of Notice of Competitive Bid Request
Exhibit A-3 Form of Competitive Bid
Exhibit A-4 Form of Competitive Bid Accept/Reject
Exhibit A-5 Form of Standby Borrowing Request
Exhibit B Form of Assignment and Acceptance
Exhibit C Form of Opinion of Counsel for The Hartford Financial
Services Group, Inc.
Exhibit D Form of Borrowing Subsidiary Agreement
Exhibit E Form of Local Currency Addendum
Schedule 1.01 Statutory Surplus Subsidiaries
Schedule 2.01 Commitments
Schedule 3.06 Litigation and Compliance with Laws
{PAGE}
SECOND AMENDED AND RESTATED FIVE-YEAR
COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY
AGREEMENT (as it may be amended, supplemented or
otherwise modified, the "Agreement") dated as of
February 26, 2003, among THE HARTFORD FINANCIAL
SERVICES GROUP, INC., a Delaware corporation (the
"Company"); each Borrowing Subsidiary party hereto;
the lenders listed in Schedule 2.01 (together with
their permitted assignees, the "Lenders"); and
JPMORGAN CHASE BANK and BANK OF AMERICA, N.A., as
co-administrative agents for the Lenders (in such
capacity, the "Co-Administrative Agents", it being
agreed that all references herein to the
"Administrative Agent" shall be references to
JPMorgan Chase Bank).
On December 20, 1996, the Company, the Administrative Agent
and certain of the Lenders entered into a Five-Year Competitive Advance and
Revolving Credit Facility Agreement pursuant to which the lenders thereunder
agreed to extend credit to the Borrowers. On June 20, 2001, the parties amended
the Five-Year Competitive Advance and Revolving Credit Facility Agreement and
restated it in its entirety (the "Existing Credit Agreement"). The parties
hereto desire to further amend the Existing Credit Agreement and to restate it
in its entirety giving effect to such amendment. Therefore, the parties hereto
agree that the Existing Credit Agreement shall be amended and restated to read
in its entirety as set forth herein.
The Lenders have been requested to extend credit to the
Borrowers (such term and each other capitalized term used but not otherwise
defined herein having the meaning assigned to it in Article I) to enable them to
borrow on a standby revolving credit basis on and after the date hereof and at
any time and from time to time prior to the Maturity Date an aggregate principal
amount not in excess of $1,000,000,000 at any time outstanding. The Lenders have
also been requested to provide a procedure pursuant to which the Borrowers may
invite the Lenders to bid on an uncommitted basis on short-term borrowings by
the Borrowers. The proceeds of such borrowings are to be used for working
capital and other general corporate purposes, including the repayment of
maturing commercial paper. The Lenders are willing to extend credit on the terms
and subject to the conditions herein set forth.
Accordingly, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms shall have the meanings specified below:
"ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.
"ABR Loan" shall mean any ABR Standby Loan.
"ABR Standby Loan" shall mean any Standby Loan bearing
interest at a rate determined by reference to the Alternate Base Rate in
accordance with the provisions of Article II.
"Administrative Fees" shall have the meaning assigned to such
term in Section 2.06(c).
"Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form distributed to the Lenders by the Administrative
Agent.
{PAGE}
2
"Affiliate" shall mean, when used with respect to a specified
person, another person that directly or indirectly controls or is controlled by
or is under common control with the person specified.
"Agents" shall mean the Co-Administrative Agents, including
JPMorgan Chase Bank as Administrative Agent.
"Agreement Currency" shall have the meaning assigned to such
term in Section 9.16(b).
"Alternate Base Rate" shall mean, for any day, a rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime
Rate" shall mean the rate of interest per annum publicly announced from time to
time by the Administrative Agent as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be effective on the
date such change is publicly announced as effective. "Federal Funds Effective
Rate" shall mean, for any day, the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as released on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so released for any
day which is a Business Day, the arithmetic average (rounded upwards to the next
1/100th of 1%), as determined by the Administrative Agent, of the quotations for
the day of such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.
"Second Amended and Restated Agreement Effective Date" shall
mean the date on which the conditions set forth in Section 4.02 are satisfied.
"Annual Statement" shall mean, with respect to the Restricted
Subsidiaries, the Annual Statement of such Restricted Subsidiary required to be
filed with the Applicable Insurance Regulatory Authority in accordance with
state law, including any exhibits, schedules, certificates or actuarial opinions
filed or delivered therewith.
"Applicable Insurance Regulatory Authority" shall mean, with
respect to any Insurance Subsidiary, the insurance commission or similar
Governmental Authority located in the state in which such Insurance Subsidiary
is domiciled and any Federal insurance Governmental Authority.
"Applicable Percentage" shall mean on any date, with respect
to Eurocurrency Standby Loans, with respect to the Facility Fee or with respect
to the Usage Fee, as the case may be, the applicable percentage set forth below
under the caption "Eurocurrency Spread", "Facility Fee Percentage" or "Usage Fee
Percentage", as the case may be, based upon the Ratings in effect on such date:
172813
|
Citibank
As referenced in this Five-Year Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated No. 2]:
CITIBANK, N.A. – FINANCIAL SERVICES GROUP, INC.,
THE LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
BANK OF AMERICA, N.A
as Co-Administrative Agents
and
CITIBANK, N.A. ,
WACHOVIA BANK, NATIONAL ASSOCIATION and
FLEET NATIONAL BANK
as Co-Syndication Agents
________________________________________
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES
_____________
CITIBANK, N.A. – BANK OF AMERICA, N.A., individually and as Co-
Administrative Agent,
by /s/ Leslie Nannen
------------------------------------------
Name: Leslie Nannen
Title: Vice President
{PAGE}
54
CITIBANK, N.A. , individually and as Co-
Syndication Agent,
by /s/ Maria Hackley
------------------------------------------
Name: Maria Hackley
Title: Managing Director
{PAGE}
55
WACHOVIA BANK, NATIONAL ASSOCIATION
(
_____________
dt 146112
;
Hartford
As referenced in this Five-Year Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated No. 2]:
HARTFORD FINANCIAL SERVICES GROUP, INC – DESCRIPTION}THE HARTFORD FINANCIAL SERVICES GROUP
{TEXT}
EXECUTION COPY
================================================================================
SECOND AMENDED AND RESTATED
FIVE-YEAR COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT
Dated as of February 26, 2003
among
THE HARTFORD FINANCIAL SERVICES GROUP, INC .,
THE LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
BANK OF AMERICA, N.A
as Co-Administrative Agents
and
CITIBANK, N.A.,
WACHOVIA BANK, NATIONAL ASSOCIATION and
FLEET NATIONAL
_____________
Hartford Financial
Services Group, Inc – Form of Competitive Bid Accept/Reject
Exhibit A-5 Form of Standby Borrowing Request
Exhibit B Form of Assignment and Acceptance
Exhibit C Form of Opinion of Counsel for The Hartford Financial
Services Group, Inc .
Exhibit D Form of Borrowing Subsidiary Agreement
Exhibit E Form of Local Currency Addendum
Schedule 1.01 Statutory Surplus Subsidiaries
Schedule 2.01 Commitments
Schedule 3.06 Litigation and
_____________
HARTFORD FINANCIAL
SERVICES GROUP, INC – AND RESTATED FIVE-YEAR
COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY
AGREEMENT (as it may be amended, supplemented or
otherwise modified, the "Agreement") dated as of
February 26, 2003, among THE HARTFORD FINANCIAL
SERVICES GROUP, INC ., a Delaware corporation (the
"Company"); each Borrowing Subsidiary party hereto;
the lenders listed in Schedule 2.01 (together with
their permitted assignees, the "Lenders"); and
JPMORGAN CHASE BANK and
_____________
Hartford Financial Services Group, Inc – conclusive absent manifest error.
"Existing Credit Facility" shall mean the Amended and Restated
Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as
of June 20, 2001, among The Hartford Financial Services Group, Inc ., each
borrowing subsidiary party thereto, certain |