EXHIBIT 10.6
SECOND AMENDMENT
DATED AS OF OCTOBER 4, 1996
TO LOAN AGREEMENT
DATED AS OF MARCH 4, 1996
This Second Amendment Agreement (the "Second Amendment") is dated as of
October 4, 1996 and is by and among HOME STATE HOLDINGS, INC. ("Holdings"), a
Delaware corporation, having its principal place of business at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, TOWER HILL, INC. ("Tower"), a Delaware
corporation, having its principal place of business at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, (Holdings and Tower collectively, the "Credit
Parties"), THE CHASE MANHATTAN BANK ("Chase"), (formerly known as Chemical Bank)
a New York banking corporation, having an office at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, EUROPEAN AMERICAN BANK ("EAB"), a New York banking
corporation, having an office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(Chase and EAB, individually, a "Bank" and collectively, the "Banks") and THE
CHASE MANHATTAN BANK ("Agent"), a New York banking corporation having an office
at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ hereby agree as follows:
W I T N E S S E T H :
WHEREAS, the Banks, the Agent and the Credit Parties entered into a Loan
Agreement dated as of March 4, 1996 and amended as of August 14, 1996 (as
amended, the "Agreement") pursuant to which Agreement the Banks have each made
certain revolving credit facilities available to the Credit Parties upon the
terms and conditions of the Agreement; and
WHEREAS, the Credit Parties have requested that the Agent and the Banks
modify certain provisions of the Agreement and waive compliance with certain
provisions of the Agreement and the Agent and the Banks have agreed to same
provided, among other things, the Credit Parties enter into this Second
Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Agent, the Banks and the Credit
Parties agree as follows:
1. Definitions. As used in this Second Amendment, capitalized terms unless
otherwise defined, shall have the meanings given to them in the Agreement.
2. Representations and Warranties. As an inducement for the Banks to enter
into this Second Amendment, each of the Credit Parties represent and warrant as
follows:
That with respect to the Agreement and the Loan Documents:
(i) There are no defenses, offsets or counterclaims to the respective
obligations of the Credit Parties under the Agreement, the Loans, the Notes
or any of the other Loan Documents, and if any such defenses, offsets or
counterclaims exist without the knowledge of one or more of the Credit
Parties, the same are hereby waived.
(ii) All of the representations and warranties made by the Credit
Parties in the Agreement and the other Loan Documents are true and correct
in all material respects as of the date of this Second Amendment provided
that the representations and warranties set forth in Section 4.01(f) of the
Agreement shall relate to the consolidated financial statements of Holdings
and its Consolidated Affiliates for the fiscal year ended December 31, 1995
and for the six month period ended June 30, 1996.
(iii) Upon the execution of this Second Amendment and the receipt of the
required consent of the holders of the Subordinated Notes, and upon the
execution of the Securities Purchase Agreement and the consummation of the
transactions contemplated thereby, no Default or Event of Default is, or
will be, existing under the Agreement (as amended by the Second Amendment)
or the other Loan Documents or will result from the execution of this
Second Amendment or the execution of the Securities Purchase Agreement and
the consummation of the transaction contemplated thereby.
(iv) The continued performance by the Credit Parties of the Agreement
(as amended by the Second Amendment), including without limitation the
borrowing, repaying and reborrowing under any one or more of Chase's
Holdings Commitment, Chase's Tower Commitment, EAB's Holdings Commitment,
or EAB's Tower Commitment, and the guarantee of the obligations of Holdings
by Tower and the guarantee of the obligations of Tower by Holdings will not
conflict with, result in a breach of, constitute a default under, or result
in the occurrence of Redemption Event or Put Event under the Securities
Purchase Agreement.
(v) The outstanding principal balance of (i) Chase's Revolving Credit
Note (Holdings) is $3,333,500.00, (ii) Chase's Revolving Credit Note
(Tower) is $3,716,881.00, (iii) EAB's Revolving Credit Note (Holdings) is
$1,666,500.00 and (iv) EAB's Revolving Credit Note (Tower) is
$1,858,119.00.
(vi) Interest on all of the Notes has been paid through September 30,
1996.
3. Amendment. The Agreement is hereby amended as follows:
(a) The following defined terms shall be added to Section 1.01 of the
Agreement:
"Certificate of Designations" has the meaning given such term in the
Securities Purchase Agreement.
"Holdings Maturity Date" means September 30, 1997.
"Other Transaction Documents" has the meaning given such term in the
Securities Purchase Agreement.
"Preferred Stock" has the meaning given such term in the Securities
Purchase Agreement.
"Purchaser" or "Purchasers" has the meaning given such term in the
Securities Purchase Agreement.
"Redemption Event" has the meaning given such term in the Securities
Purchase Agreement.
"Securities Purchase Agreement" means that certain Securities Purchase
Agreement dated as of September 30, 1996 among Holdings, Swiss Reinsurance
America Corporation and Reliance Insurance Company pursuant to which Swiss
Reinsurance America Corporation and Reliance Insurance Company purchases
certain Preferred Stock and certain Warrants from Holdings.
"Tower Maturity Date" means February 28, 1998.
"Warrants" has the meaning given such term in the Securities Purchase
Agreement.
(b) Section 1.01 of the Agreement, and certain defined terms therein are
hereby amended as follows:
(i) "The definition of 'Chemical's Holdings Commitment' shall be amended
to read in its entirety as follows:
'Chase's Holdings Commitment' means (i) from the date of this Agreement
to and until January 31, 1997, Three Million Three Hundred Thirty Three
Thousand Five Hundred ($3,333,500.00) Dollars, and (ii) from February 1,
1997 through and until the Holdings Maturity Date, One Million Three
Hundred Thirty Three Thousand Four Hundred ($1,333,400.00) Dollars, or, in
the case of either (i) or (ii) such lesser pro rata amount as the Holdings
Commitment may be reduced pursuant to Section 2.06 of this Agreement.
(ii) "Chemical's Tower Commitment" shall be amended to read in its
entirety as follows:
'Chase's Tower Commitment' means (i) from the date of this Agreement to
and until January 31, 1997, Eight Million Six Hundred Sixty Seven Thousand
One Hundred ($8,667,100.00) Dollars, or (ii) from February 1, 1997 through
and until the Tower Maturity Date, Ten Million Five Hundred
($10,000,500.00) Dollars, or, in the case of either (i) or (ii) such lesser
pro rata amount as the Tower Commitment may be reduced pursuant to
Section 2.06 of this Agreement, and in the case of each of one (i) and
(ii) such Commitment to be subject with the EAB Tower Commitment, to the
Borrowing Base. Notwithstanding the foregoing, if on February 1, 1997 there
exists a Default or an Event of Default, the increase in Chase's Tower
Commitment shall not become effective.
(iii) "EAB's Holdings Commitment" shall be amended to read in its
entirety as follows:
'EAB's Holdings Commitment' means (i) from the date of this Agreement to
and until January 31, 1997, One Million Six Hundred Sixty Six Thousand Five
Hundred ($1,666,500.00) Dollars, and (ii) from February 1, 1997 through and
until the Holdings Maturity Date, Six Hundred Sixty Six Thousand Six
Hundred ($666,600.00) Dollars, or, in the case of either (i) or (ii) such
lesser pro rata amount as the Holdings Commitment may be reduced pursuant
to Section 2.06 of this Agreement.
(iv) "EAB's Tower Commitment" shall be amended to read in its entirety
as follows:
'EAB's Tower Commitment' means (i) from the date of this Agreement to
and until January 31, 1997, Four Million Three Hundred Thirty Two Thousand
Nine Hundred ($4,332,900.00) Dollars, or (ii) from February 1, 1997 through
and until the Tower Maturity Date, Four Million Nine Hundred Ninety Nine
Thousand Five Hundred ($4,999,500.00) Dollars, or, in the case of either
(i) or (ii) such lesser pro rata amount as the Tower Commitment may be
reduced pursuant to Section 2.06 of this Agreement, and in the case of each
of one (i) and (ii) such Commitment to be subject with the Chase Tower
Commitment, to the Borrowing Base. Notwithstanding the foregoing, if on
February 1, 1997 there exists a Default or an Event of Default, the
increase in EAB's Tower Commitment shall not become effective.
(v) The definition of "Maturity Date" shall be deleted in its entirety.
(vi) In each case in which the defined term "Maturity Date" appears in
the Agreement from and after the date of this Second Amendment, such term
shall relate to either the Holdings Maturity Date or the Tower Maturity
Date as the context requires.
(vii) All references to Chemical Bank, or Chemical, shall be deemed
references to The Chase Manhattan Bank, or Chase.
(c) Section 2.01(a) and Section 2.01(b) of the Agreement shall be amended
to read in their entirety as follows:
SECTION 2.01. The Revolving Credit Loans. (a) The Banks agree,
severally but not jointly, on the date of this Agreement, and on the terms
and conditions and in reliance upon the representations and warranties
hereinafter set forth in this Agreement, to lend to Holdings prior to the
Holdings Maturity Date, such amounts as Holdings may request from time to
time (individually, a "Revolving Credit Loan (Holdings)" or collectively,
the "Revolving Credit Loans (Holdings)"), which amounts may be borrowed,
repaid and reborrowed, provided,
however, that the aggregate amount of such Revolving Credit Loans
(Holdings) outstanding at any one time shall not exceed (i) in the case of
both Banks, (x) from the date of this Agreement until January 31, 1997,
Five Million ($5,000,000.00) Dollars in the aggregate, or (y) from February
1, 1997 until the Holdings Maturity Date, Two Million ($2,000,000.00)
Dollars in the aggregate or, in the case of either (x) or (y) such lesser
amount of the Holdings Commitment as may be reduced pursuant to Section
2.06 hereof and (ii) in the case of Chase, Chase's Holdings Commitment or,
in the case of EAB, EAB's Holdings Commitment.
(b) The Banks agree, severally but not jointly, on the date of this
Agreement, on the terms and conditions and in reliance upon the
representations and warranties hereinafter set forth in this Agreement, to
lend to Tower prior to the Tower Maturity Date, such amounts as Tower may
request from time to time (individually, a "Revolving Credit Loan (Tower)"
or collectively, the "Revolving Credit Loans (Tower)"), which amounts may
be borrowed, repaid and reborrowed, provided, however, that the aggregate
amount of such Revolving Credit Loans (Tower) outstanding at any one time
shall not exceed (i) in the case of both Banks, the lesser of (x) (1) from
the date of this Agreement until January 31, 1997, Thirteen Million
($13,000,000.00) Dollars in the aggregate, or (2) from February 1, 1997
until the Tower Maturity Date, Fifteen Million ($15,000,000.00) Dollars in
the aggregate or, in the case of either (1) or (2) such lesser amount of
the Tower Commitment as may be reduced pursuant to Section 2.06 hereof or
(y) the Borrowing Base, and (ii) in the case of Chase, Chase's Tower
Commitment or, in the case of EAB, EAB's Tower Commitment.
(d) Section 2.02 shall be amended to read as follows:
SECTION 2.02. Revolving Credit Notes. Each Revolving Credit Loan shall
be (i) in the case of each Alternate Base Rate Loan in the minimum
principal amount of $50,000.00 and (ii) in the case of each Eurodollar
Loan, in the minimum principal amount of $750,000.00, and in minimum
increased multiples of $100,000.00 (except that, if any such Alternate Base
Rate Loan so requested shall exhaust the remaining available Commitment of
a Bank, such Alternate Base Rate Loan may be in an amount equal to the
amount of the unused Commitment), and shall be evidenced by the Revolving
Credit Notes (Holdings) or the Revolving Credit Notes (Tower). Each
Revolving Credit Note shall be dated the date hereof and be in the maximum
principal amount of (i) Chase's Holdings Commitment in the case of Chase's
Revolving Credit Note (Holdings) and Chase's Tower Commitment in the case
of Chase's Revolving Credit Note (Tower) and (ii) EAB's Holdings Commitment
in the case of EAB's Revolving Credit Note (Holdings) and EAB's Tower
Commitment in the case of EAB's Revolving Credit Note (Tower). Each Note
shall mature on the Holdings Maturity Date or the Tower Maturity Date as
applicable, at which time the entire outstanding principal balance and all
interest thereon shall be due and payable. The Notes shall each be entitled
to the benefits and subject to the provisions of this Agreement.
At the time of the making of each Revolving Credit Loan and at the
time of each payment of principal thereon, each Bank is hereby authorized
by the applicable Credit Party to make a notation on the schedule annexed
to the applicable Note of the date and amount of the Revolving Credit Loan
or payment, as the case may be. Failure to make a notation with respect
to any Revolving Credit Loan shall not limit or otherwise affect the
obligation of the applicable Credit Party hereunder or under the applicable
Note with respect to such Revolving Credit Loan, and any payment of
principal on a Note by a Credit Party shall not be affected by the failure
to make a notation thereof on said schedule.
(e) Section 2.07(b) of the Agreement shall be amended to read in its
entirety as follows:
(b) Mandatory. (i) Upon the occurrence of a Borrowing Base Deficiency,
Tower shall, without demand by the Agent or the Banks, prepay so much of
the Revolving Credit Loans (Tower) as shall equal the Borrowing Base
Deficiency. Any such mandatory prepayment required under this Section
2.07(b)(i) shall be applied first to Tower's Alternate Base Rate Loans
outstanding and then to Tower's Eurodollar Loans outstanding. In the event
of any such mandatory prepayment of a Eurodollar Loan, such prepayment
shall be held by the Agent as cash collateral for the Revolving Credit
Loans (Tower), and shall earn interest at a rate then generally paid by the
Agent on cash collateral accounts, and shall be applied to prepay the
Eurodollar Loan on the last day of such Loan's Interest Period, or upon an
Event of Default, if earlier.
(ii) Holdings shall make such prepayments on the Revolving Credit Notes
(Holdings) so that there will be no amounts outstanding under such Notes
from January 31, 1997 until March 2, 1997.
(iii) All mandatory prepayments shall be applied pro rata between the
Banks.
(iv) All Revolving Credit Loans shall be paid in full on the Maturity
Date.
(f) Section 5.02 of the Agreement shall be amended by adding a new
subsection (o) to read as follows:
"(o) Securities Repurchase Agreement. Amend, modify or in any way agree
to any change in the terms of the Securities Purchase Agreement, the
Certificate of Designations or any of the Other Transaction Documents which
would (i) increase the dividend rate on the Preferred Stock; (ii) change or
modify the definition or description of any Redemption Event (other than as
contemplated by Section 8.15 of the Securities Purchase Agreement);
(iii) give the holders of the Preferred Stock or Warrants any additional
rights of redemption or repurchase of the Preferred Stock or Warrants; or
(iv) result in a Material Adverse Change."
(g) Section 5.03(b) of the Agreement shall be amended to read in its
entirety as follows:
"(b) Consolidated Leverage Ratio. Holdings will maintain, at the end of
each fiscal quarter, a Consolidated Leverage Ratio of not greater than 0.50
to 1.00, provided that for the fiscal quarter ending September 30, 1996 and
through and including December 30, 1996, Holdings will maintain a
Consolidated Leverage Ratio of not greater than 0.55 to 1.00."
(h) Section 6.01(k) of the Agreement shall be amended to read in its
entirety as follows:
"(k) There shall have occurred (i) a "Repurchase Event" as defined in
the Subordinated Note Agreement or (ii) a Redemption Event under or
pursuant to the Securities Purchase Agreement, the Certificate of
Designation or the Other Transaction Documents."
4. Effectiveness. This Second Amendment shall become effective upon the
occurrence of the following events and the receipt and satisfactory review by
the Agent and the Banks of the following documents:
(a) The Second Amendment, duly executed by all parties thereto;
(b) Endorsement No. 1 to each of the Notes;
(c) Certified (as of the date of this Second Amendment) copies of the
resolutions of the boards of directors of each of the Credit Parties,
approving and authorizing the Second Amendment and the transactions
contemplated thereby;
(d) An opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Credit Parties as to
certain matters relating to the Second Amendment;
(e) True and complete execution copies of the Securities Purchase
Agreement, the Certificate of Designations and the Other Transaction
Documents;
(f) The following statements shall be true and the Agent and the Banks
shall have received a certificate signed by an Authorized Official of each
of the Credit Parties dated the date of this Second Amendment, stating
that:
(i) The representations and warranties contained in Article IV of
the Agreement and in the other Loan Documents with respect to such
Credit Party are correct on and as of such date;
(ii) No Default or Event of Default has occurred and is continuing;
and
(iii) Since December 31, 1995, no Material Adverse Change has
occurred in either of the Credit Parties or any of their Affiliates or
Subsidiaries.
(g) An amendment fee of $10,000.00 will have been paid to the Agent, for
the pro rata distribution to the Banks, and all fees and expenses of
counsel to the Agent and the Banks will have been paid.
5. Ratification and Reaffirmation of Agreement. Except as hereby amended,
the Agreement and all other Loan Documents executed in connection therewith,
are, in all respected ratified and confirmed.
6. Ratification and Reaffirmation by Guarantors. By their execution of the
Second Amendment, each of the Guarantors expressly ratify and reaffirm their
Guaranties.
7. Waivers and Consents. In consideration of the Credit Parties entering
into this Second Amendment, and provided no Default or Event of Default (other
than as consented to herein) has occurred or results therefrom, the Agent and
the Banks consent to (i) the execution, delivery and performance of the
Securities Purchase Agreement and the Other Transaction Documents (each in the
final form previously delivered to the Agent and the Banks), (ii) the issuance
of the Preferred Stock, (iii) the performance by Holdings of all of its
obligations under the Securities Purchase Agreement, the Other Transaction
Documents and otherwise arising in connection with the terms of the Preferred
Stock, provided that such performance will not result in a Default or Event of
Default, except as permitted by (c) below, and (iv) the consummation of the
transactions contemplated by each of the foregoing, including without limitation
the issuance of the Preferred Shares and Warrants and the issuance of Common
Stock (as defined in the Securities Purchase Agreement) upon the conversion of
exercise of the Warrants. Without limiting the foregoing consent, the Agent and
the Banks consent to the following:
a) Funded Indebtedness. The issuance of the Preferred Shares and
the Warrants shall not be deemed to violate the terms and provisions of
Section 5.02(b) of the Loan Agreement; and
b) Transaction with Affiliates. The Securities Purchase Agreement,
the Certificate of Designations and the Other Transaction Documents, to
which the Holdings or any of its Subsidiaries, on the one hand, and
Swiss Reinsurance America Company or Reliance Insurance Company, on the
other, are parties, and the performance by the respective parties of
their obligations thereunder shall not be deemed to violate or to be
prohibited by Section 5.02(f) of the Loan Agreement.
c) Preferred Stock Dividends. So long as no Default or Event of
Default has occurred and is continuing (other than as consented to
herein), the declaration and payment of dividends on the Preferred
Stock (at the rate or rates set forth in Section 4 of the Certificate
of Designations) will not be deemed a breach of, or be prohibited by,
Section 5.02(m) or Section 5.03(h) of the Agreement.
The granting of the consents hereunder shall be limited specifically to the
matters set forth above and does not constitute directly or by implication an
amendment or waiver of any other provisions of the Agreement or any other
default which may occur or may have occurred under the Agreement. Should there
be a need for further consents with respect to the Securities Purchase Agreement
or the transactions contemplated thereby, each such consent will be evaluated by
the Agent and the Banks when formerly requested in writing by either Holdings or
Tower.
8. Subordinated Debt Agreement. Holdings agrees to deliver to the Agent and
the Banks, not later than October 15, 1996, an acknowledgment from the holders
of the Subordinated Notes, or an amendment or modification to the Subordinated
Debt Agreement, the effect of which is to acknowledge or confirm that the Loans
made or to be made under the Agreement
(including any increases in the Chase Tower Commitment or the EAB Tower
Commitment) are "Senior Indebtedness" as defined in the Subordinated Debt
Agreement. Any failure of Holdings to deliver such acknowledgment, amendment or
modification shall be deemed a breach of the representation given in Section
4.01(w) of the Agreement.
9. Execution in Counterparts. This Second Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment as of the year and date first above written.
HOME STATE HOLDINGS, INC.
By
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▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
TOWER HILL, INC.
By
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▇▇▇▇ ▇. ▇▇▇▇▇
Chief Operating Officer
THE CHASE MANHATTAN BANK
By
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
EUROPEAN AMERICAN BANK
By
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▇▇▇▇ ▇▇▇▇▇▇
Group Vice President
THE CHASE MANHATTAN BANK, as Agent
By
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
Consent and Reaffirmation
Each of the following Guarantors consent to the Second Amendment to the
Loan Agreement dated as of March 4, 1996 among Home State Holdings, Inc., Tower
Hill, Inc., The Chase Manhattan Bank, as Agent, and The Chase Manhattan Bank and
European American Bank, as Banks, and the transactions contemplated thereby, and
reaffirm their obligations under the Guaranties previously executed and
delivered.
ASPEN INTERMEDIARIES, LLC
By
----------------------------------------
Name:
Title:
HOME STATE INSURANCE MANAGEMENT, LLC
By
----------------------------------------
Name:
Title:
ASPEN INTERMEDIARIES, INC.
By
----------------------------------------
Name:
Title:
Endorsement No. 1
EXHIBIT 10.6
The undersigned, TOWER HILL, INC. (the "Borrower") and THE CHASE MANHATTAN
BANK (formerly Chemical Bank)(the "Bank") hereby amend the Revolving Credit Note
(Tower) of the Borrower dated March 4, 1996 to which this Endorsement No. 1 is
attached (the "Note") as hereinafter set forth. The Note has been issued
pursuant to the Loan Agreement described therein. The Loan Agreement has been
amended by a Second Amendment of even date herewith and this Endorsement No. 1
is to amend the Note to conform to the Second Amendment. Accordingly, the Note
is hereby amended to the extent that the first paragraph is deleted and the
following is substituted therefor:
"On February 28, 1998, TOWER HILL, INC. ("Borrower"), a Delaware
corporation, having its principal place of business at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, for value received, promises to pay to
the order of THE CHASE MANHATTAN BANK ("Bank") at its office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, the principal amount of the lesser
of: (i)(a) from the date hereof through and until January 31, 1997, Eight
Million Six Hundred Sixty Seven Thousand One Hundred ($8,667,100.00)
Dollars, and (b) from February 1, 1997 through and until the Tower Maturity
Date, Ten Million Five Hundred ($10,000,500.00) Dollars; or (ii) the
aggregate unpaid principal amount of all Revolving Credit Loans (Tower)
made by Bank to Borrower pursuant to the Agreement, as defined below.
Except as expressly amended by this Endorsement No. 1, all the terms and
conditions of the Note shall continue in full force and effect.
This Endorsement No. 1 shall be effective as of October 4, 1996.
TOWER HILL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Operating Officer
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Endorsement No. 1
The undersigned, TOWER HILL, INC. (the "Borrower") and EUROPEAN AMERICAN
BANK (the "Bank") hereby amend the Revolving Credit Note (Tower) of the Borrower
dated March 4, 1996 to which this Endorsement No. 1 is attached (the "Note") as
hereinafter set forth. The Note has been issued pursuant to the Loan Agreement
described therein. The Loan Agreement has been amended by a Second Amendment of
even date herewith and this Endorsement No. 1 is to amend the Note to conform to
the Second Amendment. Accordingly, the Note is hereby amended to the extent that
the first paragraph is deleted and the following is substituted therefor:
"On February 28, 1998, TOWER HILL, INC. ("Borrower"), a Delaware
corporation, having its principal place of business at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, for value received, promises to pay to
the order of EUROPEAN AMERICAN BANK ("Bank") at its office located at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, the principal amount of the lesser of:
(i)(a) from the date hereof through and until January 31, 1997, Four
Million Three Hundred Thirty Two Thousand Nine Hundred ($4,332,900.00)
Dollars, and (b) from February 1, 1997 through and until the Tower Maturity
Date, Four Million Nine Hundred Ninety Nine Thousand Five Hundred
($4,999,500.00) Dollars; or (ii) the aggregate unpaid principal amount of
all Revolving Credit Loans (Tower) made by Bank to Borrower pursuant to the
Agreement, as defined below.
Except as expressly amended by this Endorsement No. 1, all the terms and
conditions of the Note shall continue in full force and effect.
This Endorsement No. 1 shall be effective as of October 4, 1996.
TOWER HILL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Operating Officer
EUROPEAN AMERICAN BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Group Vice President
Endorsement No. 1
The undersigned, HOME STATE HOLDINGS, INC. (the "Borrower") and THE CHASE
MANHATTAN BANK (formerly Chemical Bank)(the "Bank") hereby amend the Revolving
Credit Note (Holdings) of the Borrower dated March 4, 1996 to which this
Endorsement No. 1 is attached (the "Note") as hereinafter set forth. The Note
has been issued pursuant to the Loan Agreement described therein. The Loan
Agreement has been amended by a Second Amendment of even date herewith and this
Endorsement No. 1 is to amend the Note to conform to the Second Amendment.
Accordingly, the Note is hereby amended to the extent that the first paragraph
is deleted and the following is substituted therefor:
"On September 30, 1997, HOME STATE HOLDINGS, INC. ("Borrower"), a
Delaware corporation, having its principal place of business at ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, for value received, promises
to pay to the order of THE CHASE MANHATTAN BANK ("Bank") at its office
located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, the principal amount
of the lesser of: (i)(a) from the date hereof through and until January 31,
1997, Three Million Three Hundred Thirty Three Thousand Five Hundred
($3,333,500.00) Dollars, and (b) from February 1, 1997 through and until
the Holdings Maturity Date, One Million Three Hundred Thirty Three Thousand
Four Hundred ($1,333,400.00) Dollars; or (ii) the aggregate unpaid
principal amount of all Revolving Credit Loans (Holdings) made by Bank to
Borrower pursuant to the Agreement, as defined below."
Except as expressly amended by this Endorsement No. 1, all the terms and
conditions of the Note shall continue in full force and effect.
This Endorsement No. 1 shall be effective as of October 4, 1996.
HOME STATE HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Endorsement No. 1
The undersigned, HOME STATE HOLDINGS, INC. (the "Borrower") and EUROPEAN
AMERICAN BANK (the "Bank") hereby amend the Revolving Credit Note (Holdings) of
the Borrower dated March 4, 1996 to which this Endorsement No. 1 is attached
(the "Note") as hereinafter set forth. The Note has been issued pursuant to the
Loan Agreement described therein. The Loan Agreement has been amended by a
Second Amendment of even date herewith and this Endorsement No. 1 is to amend
the Note to conform to the Second Amendment. Accordingly, the Note is hereby
amended to the extent that the first paragraph is deleted and the following is
substituted therefor:
"On September 30, 1997, HOME STATE HOLDINGS, INC. ("Borrower"), a
Delaware corporation, having its principal place of business at ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, for value received, promises
to pay to the order of EUROPEAN AMERICAN BANK ("Bank") at its office
located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, the principal amount of
the lesser of: (i)(a) from the date hereof through and until January 31,
1997, One Million Six Hundred Sixty Six Thousand Five Hundred
($1,666,500.00) Dollars, and (b) from February 1, 1997 through and until
the Holdings Maturity Date, Six Hundred Sixty Six Thousand Six Hundred
($666,600.00) Dollars; or (ii) the aggregate unpaid principal amount of all
Revolving Credit Loans (Holdings) made by Bank to Borrower pursuant to the
Agreement, as defined below."
Except as expressly amended by this Endorsement No. 1, all the terms and
conditions of the Note shall continue in full force and effect.
This Endorsement No. 1 shall be effective as of October 4, 1996.
HOME STATE HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
EUROPEAN AMERICAN BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Group Vice President
