<PAGE>
Exhibit 4.2.6
SIXTH AMENDMENT TO THE CREDIT AGREEMENT
This Sixth Amendment ("Sixth Amendment"), dated as of May 30, 2000, is
among ENHANCE FINANCIAL SERVICES GROUP INC., a corporation duly organized and
validly existing under the laws of the State of New York (together with its
successors and assigns, the "COMPANY"); each of the lenders that is a signatory
hereto; and FLEET NATIONAL BANK, as Swingline Bank (in such capacity, together
with its successors and permitted assigns in such capacity, the "SWINGLINE
Bank") and as agent for the Banks (in such capacity, together with its
successors in such capacity, the "AGENT").
The Company, the lenders signatory hereto, the Swingline Bank and the
Agent are parties to a Credit Agreement dated as of June 30, 1998, which Credit
Agreement was amended and restated in its entirety by the Third Amendment to the
Credit Agreement dated as of June 29, 1999, further amended by a Fourth
Amendment to the Credit Agreement dated as of September 29, 1999 and further
amended by a Fifth Amendment to the Credit Agreement dated as of March 31, 2000
(as so amended and restated and in effect on the date hereof, the "CREDIT
AGREEMENT"). The Company has requested the lenders signatory hereto to amend the
Credit Agreement to extend the Commitment Termination Date (as originally
defined in the Third Amendment to the Credit Agreement) notwithstanding the
procedures to extend the Commitment Termination Date set forth in Section 2.08
of the Credit Agreement and make other modifications to the Credit Agreement.
The lenders signatory hereto are in agreement with such request upon certain
terms and conditions set forth in this Sixth Amendment. Accordingly, the parties
hereto hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Sixth
Amendment, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
precedent specified in Section 3 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
(a) Section 1.01 (CERTAIN DEFINED TERMS) is amended as follows:
(i) by deleting the definition of "Applicable Margin" and
substituting therefor the following:
"APPLICABLE MARGIN" shall mean: (a) with respect to Increased
Commitment Loans, Additional Commitment Loans, Revolving Credit
Loans and Term Loans that are Base Rate Loans, 0% per annum; and (b)
with respect to (i) Increased Commitment Loans, Additional
Commitment Loans, Revolving Credit Loans and Term Loans that are
Eurodollar Loans or (ii) with respect to facility fees payable
hereunder, the applicable percentage per annum set forth below under
the caption "Eurodollar Spread" or "Facility Fee Rate", as the case
may be, based upon the ratings by S&P and Moody's applicable on such
date to the Index Debt:
<PAGE>
<TABLE>
<CAPTION>
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Eurodollar Spread
-----------------------------------
Index Debt Facility Fee
Rating: Rate(2)
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Increased Term Loan
Commitment Loan,
Additional
Commitment Loan
and Revolving
Credit Loan(1)
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<S> <C> <C> <C>
Level 1 0.430% 0.750% 0.120%
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Level 2 0.500% 0.850% 0.150%
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Level 3 0.570% 0.950% 0.180%
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Level 4 0.620% 1.050% 0.230%
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Level 5 0.670% 1.150% 0.280%
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</TABLE>
(1) During any period that the aggregate outstanding principal
amount of Increased Commitment Loans, Additional Commitment
Loans, Revolving Credit Loans, Competitive Loans and
Swingline Loans exceeds 33% but is less than or equal to 66%
of the aggregate Commitments of the Banks, the Eurodollar
Spread for Increased Commitment Loans, Additional Commitment
Loans and Revolving Credit Loans shall be increased by .050%
above the percentages set forth in the above grid for each of
the Index Debt Rating Levels. During any period that the
aggregate outstanding principal amount of Increased
Commitment Loans, Additional Commitment Loans, Revolving
Credit Loans, Competitive Loans and Swingline Loans exceeds
66% of the aggregate Commitments of the Banks, the Eurodollar
Spread for Increased Commitment Loans, Additional Commitment
Loans and Revolving Credit Loans shall be increased by .100%
above the percentages set forth in the above grid for each of
the Index Debt Rating Levels.
(2) The facility fee shall not be applicable to any Term Loans.
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For purposes of determining the applicable Index Debt Rating (except
for split ratings of more than one equivalent level as provided for
below): (a) Level 1 shall be deemed to be applicable if (i) no Event
of Default shall have occurred and be continuing and (ii) the Index
Debt is rated AA or higher by S&P OR Aa2 or higher by Moody's; (b)
Level 2 shall be deemed to be applicable if (i) no Event of Default
shall have occurred and be continuing, (ii) Level 1 is not
applicable and (iii) the Index Debt is rated A or higher by S&P OR
A2 or higher by Moody's; (c) Level 3 shall be deemed to be
applicable if (i) no Event of Default shall have occurred and be
continuing, (ii) neither Level 1 nor Level 2 is applicable and (iii)
the Index Debt is rated A- or higher by S&P OR A3 or higher by
Moody's; (d) Level 4 shall be deemed to be applicable if (i) no
Event of Default shall have occurred and be continuing, (ii) neither
Level 1, Level 2 nor Level 3 is applicable and (iii) the Index Debt
is rated BBB+ or higher by S&P OR Baa1 or higher by
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Moody's; and (e) Level 5 shall be deemed to be applicable if no
other Level is applicable. If S&P or Moody's shall not have in
effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition),
then S&P shall be deemed to have established a rating in Level 5. If
the rating for the Index Debt of S&P and Moody's is split by more
than one equivalent rating level, the Index Debt Rating shall be
deemed to be at that Level corresponding to the rating that is one
level higher than the lower of the two ratings. If the rating
established or deemed to have been established by S&P or Moody's for
the Index Debt shall be changed (other than as a result of a change
in the rating system of S&P or Moody's), such change shall be
effective as of the date on which it is first announced by S&P or
Moody's, as the case may be. Each change in the Applicable Margin
shall apply during the period commencing on the effective date of
such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of S&P
or Moody's shall change, or if S&P or Moody's shall cease to be in
the business of rating corporate debt obligations, the Company and
the Banks shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings
from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Margin shall be determined by reference to
the rating most recently in effect prior to such change or
cessation.
(ii) by deleting the definition of "Banks" set forth in the first
paragraph of the Credit Agreement and substituting therefore the
following:
"BANKS" shall mean, prior to the effective date of the Sixth
Amendment, each of the lenders that is a signatory to the Credit
Agreement (without giving effect to the Sixth Amendment) together
with its successors and assigns, and on and after the effective date
of the Sixth Amendment, each lender set forth on Attachment I to
such Sixth Amendment; each such lender, together with its successors
and assigns, individually a "Bank" and, collectively, the "Banks".
(iii) by deleting the definition of "Commitment" and substituting
therefor the following:
"COMMITMENT" shall mean, as to each Bank, the obligation of such
Bank to make Loans in an aggregate amount not exceeding the amounts
and for the time periods set opposite such Bank's name under the
caption "Commitment" on Attachment I to the Sixth Amendment (as the
same may be reduced at any time or from time to time pursuant to
Section 2.03 hereof).
(iv) by deleting the definition of "Commitment Termination Date" and
substituting therefor the following:
"COMMITMENT TERMINATION DATE" shall mean May 29, 2001 (provided
that, if such date is not a Business Day, the next preceding
Business Day), as the same may be extended pursuant to Section 2.08
hereof.
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(v) by deleting the definition of "Notes" and substituting therefor
the following:
"NOTES" shall mean the Revolving Credit Notes, the Competitive
Notes, the Term Loan Notes, the Swingline Note, the Increased
Commitment Notes and the Additional Commitment Notes.
(vi) by adding the following new definition:
"SIXTH AMENDMENT" shall mean the Sixth Amendment to the Credit
Agreement dated as of May 30, 2000 among the Company, the lenders
signatory thereto, the Swingline Bank and the Agent.
(vii) by deleting the definition of "Original Commitment Amount" and
substituting therefor the following:
"ORIGINAL COMMITMENT AMOUNT" shall mean, as to each Bank, the
obligation of such Bank to make Loans in an aggregate amount not
exceeding the amounts set opposite such Bank's name under the
subcaption "Original Commitment Amount" on Attachment I to the Sixth
Amendment (as the same may be reduced at any time or from time to
time pursuant to Section 2.03 hereof).
(viii) by deleting the definition of "Increased Commitment Amount"
and substituting therefor the following:
"INCREASED COMMITMENT AMOUNT" shall mean, as to each Bank, so long
as 100% of the Original Commitment Amount is outstanding, the
obligation of such Bank to make Loans in an aggregate amount not
exceeding the amounts set opposite such Bank's name under the
subcaption "Increased Commitment Amount" on Attachment I to the
Sixth Amendment (as the same may be reduced at any time or from time
to time pursuant to Section 2.03 hereof).
(ix) by adding the following new definition:
"ADDITIONAL COMMITMENT AMOUNT" shall mean, as to each Bank, so long
as 100% of the Original Commitment Amount and the Increased
Commitment Amount are outstanding, the obligation of such Bank to
make Loans in an aggregate amount not exceeding the amounts set
opposite such Bank's name under the subcaption "Additional
Commitment Amount" on Attachment I to the Sixth Amendment (as the
same may be reduced at any time or from time to time pursuant to
Section 2.03 hereof).
(x) by adding the following new definition:
"ADDITIONAL COMMITMENT LOANS" shall mean the loans provided for by
Section 2.01(g) hereof, which may be Base Rate Loans and/or
Eurodollar Loans.
(xi) by adding the following new definition:
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"ADDITIONAL COMMITMENT NOTES" shall mean the promissory notes
provided for by Section 2.06(h) hereof and all promissory notes
delivered in substitution or exchange therefor, in each case as the
same shall be modified and supplemented and in effect from time to
time.
(xii) by deleting the definition of "Increased Commitment Period"
and substituting therefor the following:
"INCREASED COMMITMENT PERIOD" shall mean the period from the
Amendment Effective Date (as defined in the Sixth Amendment) to the
earlier of (i) the Commitment Termination Date and (ii) the
reduction of the Increased Commitment Amount to $0.00 pursuant to
Section 2.03 hereof with respect to each Bank.
(xiii) by adding the following new definition:
"ADDITIONAL COMMITMENT PERIOD" shall mean the period from the
Amendment Effective Date (as defined in the Sixth Amendment) to the
earlier of (i) the Commitment Termination Date and (ii) the
reduction of the Additional Commitment Amount to $0.00 pursuant to
Section 2.03 hereof.
(xiv) by deleting the definition of "Borrowing" and substituting
therefor the following:
"BORROWINg" means (a) Increased Commitment Loans, Additional
Commitment Loans or Revolving Credit Loans of the same Type, made,
Converted or Continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect,
or (b) a Competitive Loan or group of Competitive Loans of the same
Type made on the same date and as to which a single Interest Period
is in effect.
(xv) by deleting the definition of "Interest Period" and
substituting therefor the following:
"INTEREST PERIOD" shall mean (a) with respect to any Increased
Commitment Loan, Additional Commitment Loan or Revolving Credit Loan
that is a Eurodollar Loan, each period commencing on the date such
Eurodollar Loan is made or Converted from a Base Rate Loan or (in
the event of a Continuation) the last day of the next preceding
Interest Period and ending on the numerically corresponding day in
the first, second, third or sixth calendar month thereafter, as the
Company may select as provided in Section 4.05 hereof, (b) with
respect to any Competitive Loan that is a Eurodollar Loan, the
period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one,
two, three or six months thereafter, as specified in the applicable
Competitive Bid Request, (c) with respect to any Fixed Rate
Borrowing, the period (which shall not be fewer than 3 days or more
than 180 days) commencing on the date of such Borrowing and ending
on the date specified in the applicable Competitive Bid Request, (d)
with respect to any Term
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<PAGE>
Loan that is a Eurodollar Loan, each period commencing on the date
such Term Loan is made or Converted from a Base Rate Loan or (in the
event of a Continuation) the last day of the next preceding Interest
Period and ending on the numerically corresponding day in the first,
second, third or sixth calendar month thereafter, as the Company may
select as provided in Section 4.05 hereof, except that each Interest
Period that commences on the last Business Day of a calendar month
(or on any day for which there is no numerically corresponding day
in the appropriate subsequent calendar month) shall end on the last
Business Day of the appropriate subsequent calendar month and (e)
with respect to any Swingline Loan, the period commencing on the
date such Swingline Loan is made and ending on the date three
Business Days thereafter. Notwithstanding the foregoing: (i) the
Company may not select any Interest Period for any Increased
Commitment Loan, Additional Commitment Loan, Revolving Credit Loan
or Competitive Loan that ends after the Commitment Termination Date
or for any Swingline Loan that ends after the date which is three
Business Days prior to the Commitment Termination Date; (ii) no
Interest Period for any Term Loans may commence before and end after
any Principal Payment Date for such Term Loans unless, after giving
effect thereto, the aggregate principal amount of such Term Loans
having Interest Periods that end after such Principal Payment Date
shall be equal to or less than the aggregate principal amount of
such Term Loans scheduled to be outstanding after giving effect to
the payments of principal required to be made on such Principal
Payment Date; and (iii) each Interest Period that would otherwise
end on a day which is not a Business Day shall end on the next
succeeding Business Day (or, with respect to Eurodollar Loans, if
such next succeeding Business Day falls in the next succeeding
calendar month, on the next preceding Business Day)."
(xvi) by deleting the definition of "Loans" and substituting
therefor the following:
"LOANS" shall mean the Increased Commitment Loans, Additional
Commitment Loans, Revolving Credit Loans, Term Loans, Competitive
Loans and Swingline Loans.
(xvii) by adding the following new definition:
"WAIVER" shall mean that certain waiver to the provisions of Section
8.05(c) dated as of March 31, 2000 relating to the sale of 2% of the
Company's interests in Credit-Based Asset Servicing and
Securitization LLC to Credit-Based Asset Servicing and
Securitization Holding LLC.
(xviii) by deleting the definition of "Asset-Based Businesses" and
substituting therefor the following:
"Asset-Based Business" shall mean (i) a non-insurance business of
the Company and its Subsidiaries and (ii) Van-American Companies,
Inc. and its Subsidiaries.
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<PAGE>
(b) Section 1.03 of the Credit Agreement is deleted and replaced with the
following:
"1.03 CLASSES; SERIES; TYPE1.03 CLASSES; SERIES; TYPE. Loans
hereunder are distinguished by "Class". The "Class" of a Loan refers
to whether such Loan is an Increased Commitment Loan, Additional
Commitment Loan, a Revolving Credit Loan, a Competitive Loan, a
Swingline Loan or a Term Loan, each of which constitutes,
respectively, a "Class" of Loan. Loans are also distinguished by
"Series". The Loans of any one Class made on the occasion of any
Borrowing constitute a "Series" of Loans. Loans hereunder are also
distinguished by "Type". The "Type" of a Loan refers to whether such
Loan is a Base Rate Loan, Eurodollar Loan or a Fixed Rate Loan, each
of which constitutes a Type. The Loans may be identified by both
Class and Type."
(c) Subsection (b) of Section 2.01 of the Credit Agreement is deleted and
replaced with the following:
"(b) TERM LOANS. Each Bank severally agrees, on the terms and
conditions of this Agreement, at the request of the Company, to
make, on the Commitment Termination Date, a term loan (such term
loan being herein called a "TERM LOAN" and collectively the "TERM
LOANS") to the Company in Dollars in a principal amount up to but
not exceeding the unpaid principal balance of the Revolving Credit
Loans, Increased Commitment Loans and Additional Commitment Loans
outstanding on such date, the proceeds of which Term Loans shall be
applied (and the Company hereby authorizes and instructs such Bank
to apply such proceeds) to refinance, in whole or in part, the
unpaid principal balance of such Revolving Credit Loans, Increased
Commitment Loans and Additional Commitment Loans; provided that the
Banks shall not be obligated to make Term Loans unless the aggregate
amount of such Term Loans is equal to $3,000,000 or an integral
multiple of $200,000 in excess thereof. Subject to the terms and
conditions of this Agreement, the Company may borrow such Term Loans
by means of Base Rate Loans and Eurodollar Loans and, prior to
payment in full of the principal of such Term Loans, the Company may
Convert Loans of one Type into Loans of another Type (as provided in
Section 2.07 hereof) or Continue Loans of one Type as Loans of the
same Type (as provided in Section 2.07 hereof)."
(d) Subsection (g) is hereby added to Section 2.01 of the Credit Agreement
as follows:
"(g) INCREASED COMMITMENT LOANS. In addition to the Loans provided
for in subsections (a), (b), (d), (e) and (f) above of this Section
2.01, each Bank committed to providing an Additional Commitment
Amount severally agrees, on the terms and conditions of this
Agreement, at the request of the Company, to make Additional
Commitment Loans to the Company in Dollars during the Additional
Commitment Period in an aggregate principal amount at any one time
outstanding up to but not exceeding the amount of the Additional
Commitment Amount of such Bank as in effect from time to time (each
such increased commitment loan being herein called a "ADDITIONAL
COMMITMENT LOAN" and
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collectively the "ADDITIONAL COMMITMENT Loans"); provided that, 100%
of the Original Commitment Amount and the Increased Commitment
Amount must be outstanding prior to any Bank making an Additional
Commitment Loan; and provided further, upon the expiration of the
Additional Commitment Period, in no event shall there be any
outstanding Additional Commitment Loans. Subject to the terms and
conditions of this Agreement, during such period the Company may
borrow, repay and reborrow the amount of the Additional Commitment
Amounts by means of Base Rate Loans and Eurodollar Loans, and the
Company may Convert Loans of one Type into Loans of another Type (as
provided in Section 2.07 hereof) or Continue Loans of one Type as
Loans of the same Type (as provided in Section 2l07 hereof)."
(e) Subsection (f) is hereby added to Section 2.02 of the Credit Agreement
as follows:
"(f) ADDITIONAL COMMITMENT LOANS. The Company shall give the
Administrative Agent notice with respect to any borrowings of
Additional Commitment Loans hereunder in accordance with the terms
and provisions of Subsection (a) of this Section 2.02. All
provisions of Section 2.02(a) shall also be applicable with respect
to Additional Commitment Loans.
(f) Section 2.03 (CHANGES IN AGGREGATE AMOUNT OF COMMITMENTS) is deleted
and replaced with the following:
"2.03 CHANGES IN AGGREGATE AMOUNT OF COMMITMENTS2.03 Changes in
Aggregate Amount of Commitments.
(a) The aggregate amount of the Commitments shall be automatically
reduced to zero on the Commitment Termination Date.
(b) The Company shall have the right at any time or from time to
time to terminate in whole, or to reduce in part, the aggregate
unused amount of the Commitments; PROVIDED that (x) the Company
shall give notice of each such termination or reduction as provided
in Section 4.05 hereof, (y) each partial reduction shall be in an
integral multiple of $1,000,000 and (z) on or before the Commitment
Termination Date, the aggregate amount of the Commitments shall at
no time be less than the aggregate outstanding principal amount of
all Loans (including the Competitive Loans and the Swingline Loans).
(c) The Company shall have the right to terminate or reduce the
unused amount of the Swingline Commitment at any time or from time
to time on not less than three Business Days' prior notice to the
Administrative Agent (which shall promptly notify the Swingline Bank
and each Bank) of each such termination or reduction, which notice
shall specify the effective date thereof and the amount of any such
reduction (which shall be in integral multiples of $1,000,000) and
shall be irrevocable and effective only upon receipt by the
Administrative Agent.
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(d) The Commitments and Swingline Commitment, once terminated or
reduced, may not be reinstated.
(e) On the date ten (10) days after the closing of each Repayment
Transaction described in Section 8.18 of the Credit Agreement, the
amount of the Additional Commitment Amount shall be permanently
reduced proportionately among the Banks by any amount required to be
used to repay the Loans pursuant to Section 8.18 of the Credit
Agreement until the Additional Commitment Amount has been reduced to
$0.00 with respect to each Bank. On the date ten (10) days after the
closing of each Repayment Transaction described in Section 8.18 of
the Credit Agreement, after the permanent reduction to $0.00 with
respect to each Bank of the Additional Commitment Amount, the amount
of the Increased Commitment Amount shall be permanently reduced
proportionately among the Banks by any amount required to be used to
repay the Loans pursuant to Section 8.18 of the Credit Agreement
until the Increased Commitment Amount has been reduced to $0.00 with
respect to each Bank.
(f) Notwithstanding anything to the contrary herein, any payments
received by or on behalf of the Company shall first be applied to
reduce the outstanding Additional Commitment Loans, if any and shall
next be applied to reduce the outstanding Increased Commitment
Loans, if any."
(g) Subsection (a) of Section 2.06 of the Credit Agreement is deleted and
replaced with the following:
"(a) The Revolving Credit Loans made by each Bank shall be evidenced
by a single promissory note of the Company substantially in the form
of Exhibit A-1 to the Credit Agreement, dated the date of the Sixth
Amendment, payable to such Bank in a principal amount equal to the
amount of its Original Commitment as originally in effect and
otherwise duly completed."
(h) Subsection (e) of Section 2.06 of the Credit Agreement is deleted and
replaced with the following:
"(e) The Competitive Loans made by each Bank shall be evidenced by a
single promissory note of the Company substantially in the form of
Exhibit A-4 to the Credit Agreement, dated the date of the Sixth
Amendment, payable to such Bank in a principal amount equal to the
amount of its Commitment as originally in effect and otherwise duly
completed."
(i) Subsection (g) of Section 2.06 of the Credit Agreement is deleted and
replaced with the following:
"(g) The Increased Commitment Loans made by each Bank shall be
evidenced by a single promissory note of the Company substantially
in the form of Exhibit A-5 to the Credit Agreement, dated the date
of the Sixth Amendment, payable to such Bank in a principal amount
equal to the amount of its Increased Commitment Amount as originally
in effect and otherwise duly completed. The
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date, amount, Type, interest rate and duration of Interest Period
(if applicable) of each Increased Commitment Loan made by each Bank
providing such loan to the Company, and each payment made on account
of the principal thereof, shall be recorded by such Bank on its
books and, prior to any transfer of the Increased Commitment Note
evidencing the Increased Commitment Loans held by it, endorsed by
such Bank on the schedule attached to such Increased Commitment Note
or any continuation thereof; PROVIDED that the failure of such Bank
to make any such recordation or endorsement shall not affect the
obligations of the Company to make a payment when due of any amount
owing hereunder or under such Increased Commitment Note in respect
of the Increased Commitment Loans evidenced by such Increased
Commitment Note."
(j) Subsection (h) is added to Section 2.06 of the Credit Agreement as
follows:
"(h) The Additional Commitment Loans made by each Bank shall be
evidenced by a single promissory note of the Company substantially
in the form of Exhibit A-6 hereto, dated the date of the Sixth
Amendment, payable to such Bank in a principal amount equal to the
amount of its Additional Commitment Amount as originally in effect
and otherwise duly completed. The date, amount, Type, interest rate
and duration of Interest Period (if applicable) of each Additional
Commitment Loan made by each Bank providing such loan to the
Company, and each payment made on account of the principal thereof,
shall be recorded by such Bank on its books and, prior to any
transfer of the Additional Commitment Note evidencing the Additional
Commitment Loans held by it, endorsed by such Bank on the schedule
attached to such Additional Commitment Note or any continuation
thereof; PROVIDED that the failure of such Bank to make any such
recordation or endorsement shall not affect the obligations of the
Company to make a payment when due of any amount owing hereunder or
under such Additional Commitment Note in respect of the Additional
Commitment Loans evidenced by such Additional Commitment Note."
(k) Section 2.07 (OPTIONAL PREPAYMENTS AND CONVERSIONS OR CONTINUATIONS OF
LOANS) of the Credit Agreement is deleted and replaced with the following:
"2.07 OPTIONAL PREPAYMENTS AND CONVERSIONS OR CONTINUATIONS OF
Loans2.07 OPTIONAL PREPAYMENTS AND CONVERSIONS OR CONTINUATIONS OF
LOANS. Subject to Section 4.04 hereof, the Company shall have the
right to prepay Swingline Loans, the Increased Commitment Loans,
Additional Commitment Loans or any Series of Revolving Credit Loans
or the Term Loans, in whole at any time or in part from time to time
or to Convert Loans of one Type into Loans of another Type or
Continue Loans of one Type as Loans of the same Type, PROVIDED that:
(a) the Company shall give the Administrative Agent notice of each
such prepayment, Conversion or Continuation as provided in Section
4.05 hereof (and, upon the prepayment date specified in any such
notice of prepayment, the amount to be prepaid shall become due and
payable hereunder);
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(b) the Company shall simultaneously pay interest on any principal
so prepaid accrued to the date of such prepayment;
(c) if any Revolving Credit Loan, Increased Commitment Loan or
Additional Commitment Loan that is a Eurodollar Loan is prepaid or
Converted on any day other than the last day of the Interest Period
therefor, the Company shall simultaneously pay any amounts required
by Section 5.05 hereof in respect of such prepayment;
(d) prepayments or Conversions of Term Loans that are Eurodollar
Loans may only be made on the last day of any Interest Period
therefor and shall be applied ratably to the outstanding
installments of such Term Loans;
(e) if any Swingline Loan is outstanding, the Increased Commitment
Loans, Additional Commitment Loans and Revolving Credit Loans may
not be prepaid or Converted;
(f) Swingline Loans may not be Continued;
(g) Any payments received by or on behalf of the Company shall first
be applied to reduce the outstanding Additional Commitment Loans, if
any and then the Increased Commitment Loans, if any.
The Company shall not have the right to prepay any Competitive Loan
without the consent of the Bank making such Competitive Loan.
Notwithstanding the foregoing, and without limiting the rights and
remedies of the Banks under Section 9 hereof, in the event that any
Event of Default shall have occurred and be continuing, the
Administrative Agent may (and at the request of the Majority Banks
shall) suspend (for so long as such Event of Default shall be
continuing) the right of the Company to Convert any Loan into a
Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in
which event all Loans shall be Converted (on the last day(s) of the
respective Interest Periods therefor) or Continued, as the case may
be, as Base Rate Loans."
(l) Subsection (d) is hereby added to Section 2.08 of the Credit Agreement
as follows:
"(d) Notwithstanding anything to the contrary herein contained, the
Existing Commitment Termination Date in effect at the time of the
execution of the Sixth Amendment shall be deemed to be the Amendment
Effective Date of the Sixth Amendment and The Bank of New York shall be
deemed to be a Non-extending Bank with respect to such Existing Commitment
Termination Date."
(m) Subsections (a) and (b) of Section 3.01 of the Credit Agreement are
deleted and replaced with the following:
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"(a) The Company hereby promises to pay to the Administrative Agent
for account of each Bank providing any such Loan (i) the outstanding
principal amount of each of such Bank's Additional Commitment Loans,
and each Additional Commitment Loan shall mature, upon the
expiration of the Additional Commitment Period, (ii) the outstanding
principal amount of each of such Bank's Increased Commitment Loans,
and each Increased Commitment Loan shall mature, upon the expiration
of the Increased Commitment Period, (iii) the outstanding principal
amount of each of such Bank's Revolving Credit Loans, and each
Revolving Credit Loan shall mature, on the Commitment Termination
Date and (iv) the outstanding principal amount of each Competitive
Loan, and each Competitive Loan shall mature, on the last day of the
Interest Period applicable to such Loan.
(b) The Company hereby promises to pay to the Administrative Agent
for account of the Banks the aggregate principal amount of Term
Loans in four equal consecutive quarterly installments commencing on
the date three months after the date of the making of such Term
Loans and thereafter on the quarterly anniversary dates of the date
of the making of such Term Loans (each a "PRINCIPAL PAYMENT DATE");
provided that, if the date of the making of such Term Loans is the
last Business Day of a calendar month (or on any day for which there
is no numerically corresponding date in the appropriate subsequent
calendar month) the payment date shall be the last Business Day of
the appropriate subsequent calendar month; and provided that, if any
Principal Payment Date would fall on a day other than a Business
Day, such Principal Payment Date shall be the next succeeding
Business Day (or, if such next succeeding Business Day falls in the
next succeeding calendar month, on the next preceding Business
Day)."
(n) Subsection (a) of Section 3.02 of the Credit Agreement is deleted and
replaced with the following:
"(a) if such Loan is a Revolving Credit Loan, an Increased
Commitment Loan or an Additional Commitment Loan, (i) during such
periods as such Loan is a Base Rate Loan, the Base Rate (as in
effect from time to time) PLUS the Applicable Margin and (ii) during
such periods as such Loan is a Eurodollar Loan, for each Interest
Period relating thereto, the Eurodollar Rate for such Loan for such
Interest Period PLUS the Applicable Margin;"
(o) Section 4.02 of the Credit Agreement is deleted and replaced with the
following:
"4.02 PRO RATA TREATMENT4.02 PRO RATA TREATMENT. Except to the
extent otherwise provided herein:
(a) the making of Loans (other than Competitive Loans and Swingline
Loans) shall be made pro rata among the Banks according to the
amounts of their respective Commitments (without taking into account
any Competitive Loans or Swingline Loans) and the then current
Interest Period of Loans of a particular Class and Series shall be
coterminous;
- 12 -
<PAGE>
(b) except as otherwise provided in Section 5.04 hereof, Eurodollar
Loans having the same Interest Period shall be allocated pro rata
among the Banks according to the amounts of their respective
Commitments (in the case of the making of Loans) or their respective
Loans (in the case of Conversions and Continuations of Loans);
(c) each payment or prepayment of principal of Loans of a particular
Class and Series shall be made for account of the Banks pro rata in
accordance with the respective unpaid principal amounts of the Loans
of such Class and Series held by the Banks;
(d) each payment of interest on Loans of a particular Class and
Series shall be made for account of the Banks pro rata in accordance
with the amounts of interest on Loans of such Class and Series then
due and payable to the respective Banks;
(e) each termination or reduction of the amount of the Original
Commitment Amounts shall be applied to the Original Commitment
Amounts of the Banks, pro rata according to the respective amounts
of the Original Commitment Amounts of the Banks;
(f) each termination or reduction of the amount of the Increased
Commitment Amounts shall be applied to the Increased Commitment
Amounts of the Banks, pro rata according to the respective amounts
of the Increased Commitment Amounts of the Banks;
(g) each termination or reduction of the amount of the Additional
Commitment Amounts shall be applied to the Additional Commitment
Amounts of the Banks, pro rata according to the respective amounts
of the Additional Commitment Amounts of the Banks;
(h) notwithstanding the foregoing, Borrowings, payments and
prepayments of Competitive Loans and Swingline Loans shall be made
without regard to the foregoing provisions of this Section 4.02.
(p) Section 4.04 (MINIMUM AMOUNTS) of the Credit Agreement is deleted and
replaced with the following:
"4.04 MINIMUM AMOUNTS4.04 MINIMUM AMOUNTS. Except for Conversions,
or prepayments made pursuant to Section 5.04 hereof, each Borrowing,
Conversion and partial prepayment of principal of Revolving Credit
Loans, Increased Commitment Loans and Additional Commitment Loans
shall be in an aggregate amount equal to (i) if it is a Eurodollar
Loan, $10,000,000 or any integral multiple of $1,000,000 in excess
thereof or (ii) if it is a Base Rate Loan, $5,000,000 or integral
multiple of $500,000 in excess thereof (Borrowings, Conversions or
prepayments of or into Loans of different Types or, in the case of
Eurodollar Loans, having different Interest Periods at the same time
hereunder to be deemed separate Borrowings, Conversions and
prepayments for purposes of the foregoing, one for each Type or
Interest Period). Each Conversion of Term Loans shall be in
- 13 -
<PAGE>
an aggregate amount equal to $3,000,000 or any integral multiple of
$200,000 in excess thereof, and each partial prepayment or
Conversion of the principal of Term Loans shall be in an aggregate
amount at least equal to $500,000 (Conversions or prepayments of or
into Loans of different Types or, in the case of Eurodollar Loans,
having different Interest Periods at the same time hereunder to be
deemed separate Conversions and prepayments for purposes of the
foregoing, one for each Type or Interest Period). Each Borrowing or
partial prepayment of Swingline Loans shall be in an aggregate
amount at least equal to $1,000,000 or in multiples of $200,000 in
excess thereof. Each Borrowing or partial prepayment of Competitive
Loans shall be in an aggregate amount at least equal to $5,000,000
or in multiples of $1,000,000 in excess thereof."
(q) Section 8.05 of the Credit Agreement is deleted and replaced with the
following:
"8.05 PROHIBITION OF FUNDAMENTAL CHANGES.
(a) The Company will not, and will not permit any of its
Material Subsidiaries to, enter into any transaction of merger or
consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution).
(b) The Company will not, and will not permit any of its
Subsidiaries to, acquire any business or Property from, or capital
stock of, or be a party to any acquisition of, any Person.
(c) The Company will not, and will not permit any of its
Material Subsidiaries to, convey, sell, lease, transfer or otherwise
dispose of any part of its business or Property, whether now owned
or hereafter acquired (including, without limitation, receivables
and leasehold interests).
(d) Notwithstanding the foregoing paragraphs of this Section
8.05:
(i) any Subsidiary of the Company may be merged or
consolidated with or into (x) the Company if the Company shall be
the continuing or surviving corporation or (y) any other Subsidiary
of the Company; PROVIDED that if any such transaction shall be
between a Subsidiary of the Company and a Wholly Owned Subsidiary of
the Company, such Wholly Owned Subsidiary shall be the continuing or
surviving corporation; PROVIDED FURTHER, the Company shall provide
the Agent notice of such transaction not less than five (5) days
prior to the closing of such transaction;
(ii) the Company or any of its Subsidiaries may purchase
equipment, furniture and supplies to be used in the ordinary course
of business;
(iii) the Company or any of its Subsidiaries may make
Investments permitted by Section 8.08 hereof;
- 14 -
<PAGE>
(iv) any Subsidiary of the Company may convey, sell, lease,
transfer or otherwise dispose of any or all of its Property (upon
voluntary liquidation or otherwise) to the Company or a Wholly Owned
Subsidiary of the Company; PROVIDED, the Company shall provide the
Agent notice of such transaction not less than five (5) days prior
to the closing of such transaction; and
(v) the Company or any of its Subsidiaries may convey, sell,
lease, transfer or otherwise dispose of (w) equipment no longer used
or useful in its business, (x) any portfolio Investment sold or
disposed of in the ordinary course of business, (y) any other
Investment (including any Investment in the capital stock of
Subsidiaries of the Company other than ERC or Asset Guaranty) having
a value, together with the value (when sold, leased transferred or
otherwise disposed of), of all Investments sold, leased, transferred
or otherwise disposed of in reliance on this sub-clause (y), not in
excess of $3,000,000 and (z) any part of the business or Property of
an Asset-Based Business (including any Investment in the capital
stock of an Asset-Based Business) which constitutes a Repayment
Transaction and which complies fully with the provisions of Section
8.18; provided, however that, in the case of any conveyance, sale,
lease, transfer or disposition in accordance with clause (z) above,
not more than an aggregate of $20,000,000 on a cumulative basis from
the Amendment Effective Date (set forth in the Sixth Amendment)
shall be received in the form of non-cash consideration.
(r) Subsection (d) of Section 8.07 of the Credit Agreement is deleted and
replaced with the following:
"(d) additional Indebtedness of the Company and its Material
Subsidiaries provided that on the date such Indebtedness is incurred
and after giving effect thereto and to the concurrent retirement of
any other Indebtedness of the Company and its Material Subsidiaries,
total consolidated Indebtedness of the Company and its Subsidiaries
(including Indebtedness created or incurred under any other
subsection of this Section 8.07) does not exceed either (A)(i) 30%
of Total Capitalization through the period ending December 31, 2000
or (ii) 25% of Total Capitalization after December 31, 2000 or (B)
50% of the sum of (x) Combined Statutory Surplus and (y) the
contingency reserves reported by ERC, Asset Guaranty and Enhance
Reinsurance Bermuda, Ltd. in its most recent Statutory Statement."
(s) Section 8.18 of the Credit Agreement is deleted and replaced with the
following:
"Section 8.18 PROCEEDS OF CERTAIN TRANSACTIONS. The Company shall
apply 100% of the net cash proceeds to the Company (net of
reasonable costs incurred by the Company, including, but not limited
to, legal fees and disbursements, brokers' fees, advisory fees,
accountants' fees and disbursements) from any of the transactions
described below (the "REPAYMENT TRANSACTIONS") to repay the Loans;
it being understood that any portion of the net proceeds of any
Repayment Transaction which is in a form other than cash shall be
applied to repay the Loan when cash is received by the Company in
respect of such non-cash consideration.
- 15 -
<PAGE>
Such repayment shall be made within ten (10) days of the closing of
any such Repayment Transaction or the receipt of cash in respect of
non-cash consideration. The Company shall provide the Agent with a
reasonably detailed breakdown (including back-up information, if
requested by the Agent or any Bank) of all fees and expenses
incurred in connection with such Repayment Transaction within five
(5) days of the closing of such Repayment Transaction.
(a) The issuance by the Company of capital stock of any class in the
public or private market, including mandatory convertible preferred
equity or other capital markets product, other than in connection
with (1) the Company's employee or director incentive or stock
option plans (including, without limitation, the exercise of
employee or director stock options issued thereunder) or the
Company's Director Stock Ownership Plan or (2) any acquisition by
the Company or any of its Subsidiaries of any business otherwise
permitted by this Agreement, the consideration for which is, in
whole or in part, shares of the capital stock of such class.
(b) The sale of any of the Company's Subsidiaries or the sale,
lease, transfer or disposition of any part of its or its
Subsidiaries' Asset-Based Businesses.
(c) Subject to Section 8.07 hereof, the issuance and sale of any
debt in the public or private market by the Company."
(t) Subsection (b) of Section 11.06 of the Credit Agreement is hereby
deleted and replaced with the following:
"(b) Each Bank may, at any time or from time to time, assign to one
or more other Persons all or any portion of its Loans, its Notes,
and its Commitment (but only with the consent of the Company, the
Administrative Agent and the Swingline Bank, which consents shall
not be unreasonably withheld); PROVIDED that (i) no such consent by
the Company, the Administrative Agent or the Swingline Bank shall be
required in the case of any assignment to another Bank; (ii) any
such partial assignment shall be in an amount at least equal to
$5,000,000 or any integral multiple of $1,000,000 in excess thereof;
(iii) each such assignment by a Bank of its Additional Commitment
Loans, Additional Commitment Note, Increased Commitment Loans,
Increased Commitment Note, Revolving Credit Loans, Revolving Credit
Note, Term Loan, Term Loan Note or Commitment shall be made in such
manner so that the same portion of its Increased Commitment Loans,
Increased Commitment Note Revolving Credit Loans, Revolving Credit
Note, Term Loan, Term Loan Note and Commitment is assigned to the
respective assignee; (iv) each such assignment shall be effected by
an Assignment and Acceptance in substantially the form of Exhibit D
hereto. Upon execution and delivery by the assignee to the Company
and the Administrative Agent of an Assignment and Acceptance
pursuant to which such assignee agrees to become a "Bank" hereunder
(if not already a Bank) having the Commitment and Loans specified in
such Assignment and Acceptance, and upon consent thereto by the
Company and the Administrative Agent, to the extent
- 16 -
<PAGE>
required above, the assignee shall have, to the extent of such
assignment (unless otherwise provided in such assignment with the
consent of the Company and the Administrative Agent), the
obligations, rights and benefits of a Bank hereunder holding the
Commitment and Loans (or portions thereof) assigned to it (in
addition to the Commitment and Loans, if any, theretofore held by
such assignee) and the assigning Bank shall, to the extent of such
assignment, be released from the Commitment (or portion thereof) so
assigned. Notwithstanding the foregoing, no assignee or other
transferee of any of the rights, obligations or benefits of a Bank
in respect of the Loans shall be entitled to receive any greater
payment under Sections 5.01, 5.05 and 5.06 than such Bank would have
been entitled to receive with respect to the Loans unless such
transfer is made with the Company's prior written consent
specifically detailing the nature of the greater payments to be due,
or at a time when the circumstances giving rise to such greater
payment did not exist or had not been announced. Upon each such
assignment the assigning Bank shall pay the Administrative Agent an
assignment fee of $3,500."
(u) Attachment I is hereby added to the Credit Agreement as set forth in
Attachment I hereto.
(v) Schedules II and III of the Credit Agreement are hereby deleted and
replaced in their entirety with Schedules II and III attached hereto,
respectively.
(w) Exhibit A-6 is hereby added to the Credit Agreement as set forth in
Exhibit A-6 hereto.
Section 3. CONDITIONS PRECEDENT. This Sixth Amendment shall take effect
from the first day (the "Amendment Effective Date") that the Agent shall have
received counterparts hereof signed by the Company, each of the Banks identified
on the signature pages of this Sixth Amendment, the Swingline Bank and the
Agent, and each of the conditions set forth in this Section 3 has been waived by
each Bank and the Agent or met:
(a) The Agent shall have received from the Company a certificate of a
senior officer to the Company, dated the Amendment Effective Date, stating that:
(i) the representations and warranties contained in Section 7 of the
Credit Agreement are correct on and as of the date of such
certificate as though made on and as of such date (or, if such
representation or warranty is expressly stated to have been made as
of a specific date, as of such specific date); and
(ii) no Event of Default or Default has occurred and is continuing
or would result from the signing of the Sixth Amendment or the
transactions contemplated thereby, in each case taking into account
the effect of the Waiver and the amendments being made by this Sixth
Amendment.
(b) The Agent shall have received a certificate of the Secretary or an
Assistant Secretary of the Company, dated the Amendment Effective Date and
certifying that, the charters
- 17 -
<PAGE>
or similar organizational documents of the Company and the Material Subsidiaries
have not been amended since March 31, 2000.
(c) The Agent shall have received for the account of each Bank a duly
completed Additional Commitment Note, Increased Commitment Note, Revolving
Credit Note and a Competitive Note, each duly executed and delivered by the
Company and made payable to each Bank in the amount of its Commitment.
(d) The Agent shall have received an opinion, dated the Amendment
Effective Date, of Samuel Bergman, Executive Vice President and General Counsel
of the Company, covering such matters as the Administrative Agent or any Bank
may reasonably request (and the Company hereby instructs such counsel to deliver
such opinion to the Banks and the Agent), in which opinion such counsel may take
into account the effect of the Waiver and the amendments being made by this
Sixth Amendment.
(e) The Agent shall have received all information, documents, certificates
and opinions of counsel relating to the Company and its Subsidiaries, as any
Bank or the Agent may reasonably request, all in form and substance satisfactory
to the Banks, the Agent and its special counsel.
(f) The Agent shall have received (i) payment of a fee for the ratable
benefit of the Banks equal to 15 basis points ($174,375) on the Increased
Commitment Amount and the Original Commitment Amount on the Amendment Effective
Date, (ii) payment of a fee for the ratable benefit of the applicable Banks
providing the Additional Commitment Amount equal to 80 basis points on the
Additional Commitment Amount payable as follows: (A) 20 basis points on the
Additional Commitment Amount shall be payable on the Amendment Effective Date,
(B) 20 basis points on the Additional Commitment Amount shall be payable on July
1, 2000 and (C) 40 basis points on the Additional Commitment Amount shall be
payable on December 1, 2000 and (iii) the Agent shall have received payment of
any other fees the Company shall have agreed to pay to the Agent. It is
understood and agreed that if, on the due date for the payment of a fee pursuant
to subclauses (B) and (C) of clause (ii) above, the Additional Commitment Amount
shall have been reduced in accordance with Section 2.03, then such fee will be
calculated based on the Additional Commitment Amount in effect as of the close
of business on the date immediately preceding the due date thereof.
(g) Day, Berry & Howard LLP, special counsel to the Agent, shall have
received payment of its legal fees and disbursements in connection with the
preparation, negotiation, execution and delivery of the Fifth and Sixth
Amendment.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants as follows:
(a) The execution, delivery and performance by the Company of this Sixth
Amendment have been duly authorized by all necessary corporate action and do not
and will not (i) require any consent or approval of its shareholders; (ii)
violate any provisions of its articles of incorporation or by-laws; (iii)
violate any provision of any law, rule, regulation (including without
limitation, Regulation U and X), order, writ, judgment, injunction, decree,
determination
- 18 -
<PAGE>
or award presently in effect having applicability to and binding upon the
Company or any Subsidiary, it being understood that the Company may be required
to file a copy of this Sixth Amendment with the Securities and Exchange
Commission in connection with the Company's periodic filing requirements; (iv)
result in a breach of or constitute a default or require any consent under any
indenture or loan or credit agreement or any other material agreement, lease or
instrument to which the Company or any Subsidiary is a party or by which it or
its Properties may be bound; or (v) result in, or require, the creation or
imposition of any Lien upon or with respect to any of the Properties now owned
or hereafter acquired by the Company.
(b) No authorizations, approvals or consents of, and no filings or
registrations with, any governmental or regulatory authority or agency, or any
securities exchange, are necessary for the execution or delivery by the Company
of this Sixth Amendment or performance by the Company thereof or for the
legality, validity or enforceability of this Sixth Amendment.
(c) This Sixth Amendment constitutes the legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except to the extent that such enforcement may be limited by applicable
bankruptcy, insolvency and other similar laws affecting creditors' rights
generally and by general principles of equity.
(d) The information, reports, financial statements, exhibits and schedules
furnished in writing by or on behalf of the Company or any of its Subsidiaries
to the Agent or any Bank in connection with the negotiation, preparation or
delivery of this Sixth Amendment or delivered pursuant hereto, when taken as a
whole, do not, as of the Amendment Effective Date, contain any untrue statement
of material fact or omit to state any material fact necessary to make the
statements herein or therein, in light of the circumstances under which they
were made, not misleading. To the Company's knowledge, there is no fact peculiar
to the Company or any of its Subsidiaries (in contrast to information of a
general economic or industry nature) that could have a Material Adverse Effect
that has not been disclosed herein or in a report, financial statement, exhibit,
schedule, disclosure letter or other writing furnished to the Banks for use in
connection with the transactions contemplated hereby.
Section 5. EFFECT ON THE CREDIT AGREEMENT. The execution, delivery and
effectiveness of this Sixth Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any of the Banks
under the Credit Agreement, nor constitute a waiver of any provision of the
Credit Agreement. On and after the Amendment Effective Date, the rights and
obligations of the parties hereto shall be governed by the Credit Agreement, as
amended hereby.
Section 6. COSTS, EXPENSES AND TAXES. The Company agrees to pay on demand
all reasonable costs and expenses of the Agent in connection with the
preparation, execution, delivery and administration of this Sixth Amendment and
any other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel to the Agent) in
accordance with the terms of Section 11.03 of the Credit Agreement.
Section 7. EXECUTION IN COUNTERPARTS. This Sixth Amendment may be executed
in any number of counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
- 19 -
<PAGE>
Section 8. GOVERNING LAW. This Sixth Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
Section 9. DEFINED TERMS. Until the Amendment Effective Date, capitalized
terms used herein which are not expressly defined herein shall have the meanings
ascribed to them in the Credit Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK --
SIGNATURE PAGES FOLLOW]
- 20 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to
be duly executed and delivered as of the day and year first above written.
ENHANCE FINANCIAL SERVICES GROUP INC.
By: /s/ JEFFREY A. FIGURELLI
-----------------------------------------
Title: Senior Vice President
and Treasurer
S-1
<PAGE>
BANKS
FLEET NATIONAL BANK
By: /s/ E.B. SHELLEY
-----------------------------------------
Title: Director
BANK ONE, NA (MAIN OFFICE CHICAGO)
(FORMERLY KNOWN AS THE FIRST NATIONAL
BANK OF CHICAGO)
By: /s/ TIMOTHY J. STAMBAUGH
-----------------------------------------
Title: TIMOTHY J. STAMBAUGH
SENIOR VICE PRESIDENT
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLAND BRANCHES
By: /s/ JOHN S. MCGILL
-----------------------------------------
Title: John S. McGill
Director
and
By: /s/ ALAN KROUK
-----------------------------------------
Title: ALAN KROUK
Vice President
THE BANK OF NEW YORK
By: /s/ AUDREY POLLARD
-----------------------------------------
Title: V.P.
S-2
<PAGE>
SWINGLINE BANK
FLEET NATIONAL BANK,
as Swingline Bank
By: /s/ E.B. SHELLEY
-----------------------------------------
E. B. Shelley
Title: Director
AGENT
FLEET NATIONAL BANK,
as Agent
By: /s/ E.B. SHELLEY
-----------------------------------------
E. B. Shelley
Title: Director:
S-3
<PAGE>
ATTACHMENT I
<TABLE>
<CAPTION>
COMMITMENTS
Additional Increased Original
Commitment Commitment Commitment
Amount Amount Amount
------ ------ ------
BANKS
-----
<S> <C> <C>
$40,000,000 $20,000,000 $30,000,000 FLEET NATIONAL BANK
$0 $15,000,000 $20,000,000 BANK ONE, NA (MAIN OFFICE
CHICAGO) (FORMERLY KNOWN AS THE
FIRST NATIONAL BANK OF CHICAGO)
$18,750,000 $6,250,000 $25,000,000 DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLAND BRANCHES
</TABLE>
A-1
<PAGE>
EXHIBIT A-6
[Form of Additional Commitment Note]
PROMISSORY NOTE
$________________ ____________, 2000
New York, New York
FOR VALUE RECEIVED, ENHANCE FINANCIAL SERVICES GROUP INC., a New
York corporation (the "COMPANY"), hereby promises to pay to the order of
________________ (the "PAYEE"), for the account of its respective Applicable
Lending Offices provided for by the Credit Agreement referred to below, at the
principal office of Fleet National Bank at 777 Main Street, Hartford,
Connecticut 06115, the principal sum of ________________ Dollars (or such lesser
amount as shall equal the aggregate unpaid principal amount of the Additional
Commitment Loans made by the Payee to the Company under the Credit Agreement),
in lawful money of the United States of America and in immediately available
funds, on the dates and in the principal amounts provided in the Credit
Agreement, and to pay interest on the unpaid principal amount of each such
Additional Commitment Loan, at such office, in like money and funds, for the
period commencing on the date of such Additional Commitment Loan until such
Additional Commitment Loan shall be paid in full, at the rates per annum and on
the dates provided in the Credit Agreement.
The date, amount, interest rate and duration of Interest Period of
each Additional Commitment Loan made by the Payee to the Company, and each
payment made on account of the principal thereof, shall be recorded by the Payee
on its books and, prior to any transfer of this Note, endorsed by the Payee on
the schedule attached hereto or any continuation thereof, PROVIDED that the
failure of the Payee to make any such recordation or endorsement shall not
affect the obligations of the Company to make a payment when due of any amount
owing under the Credit Agreement or hereunder in respect of the Additional
Commitment Loans made by the Payee.
This Note is one of the Additional Commitment Notes referred to in
the Credit Agreement dated as of June 30, 1998 (as modified and supplemented and
in effect from time to time, the "CREDIT AGREEMENT") among the Company, the
banks party thereto and Fleet National Bank, as Swingline Bank and
Administrative Agent, and evidences Additional Commitment Loans made by the
Payee thereunder. Terms used but not defined in this Note have the respective
meanings assigned to them in the Credit Agreement.
A-2
<PAGE>
The Credit Agreement provides for the acceleration of the maturity
of this Note upon the occurrence of certain events and for prepayments of Loans
upon the terms and conditions specified therein.
Except as permitted by Sections 11.06(b) and 11.06(d) of the Credit
Agreement, this Note may not be assigned by the Payee to any other Person.
This Note shall be governed by, and construed in accordance with,
the law of the State of New York.
ENHANCE FINANCIAL SERVICES GROUP INC.
By_________________________________________
Title:
A-3
<PAGE>
SCHEDULE OF ADDITIONAL COMMITMENT LOANS
This Note evidences Additional Commitment Loans made, Continued or
Converted under the within-described Credit Agreement to the Company, on the
dates, in the principal amounts, of the Types bearing interest at the rates and
having Interest Periods (if applicable) of the durations set forth below,
subject to the payments and prepayments, Continuations, and Conversions of
principal set forth below:
<TABLE>
<CAPTION>
Amount
Date Paid,
Made, Principal Duration Prepaid,
Continued Type Amount of Continued Unpaid
or of of Interest Interest or Principal Notation
Converted Loan Loan Rate Period Converted Amount Made By
--------- ---- ---- ---- ------ --------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
A-4
