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EXHIBIT 10.2
LIMITED WAIVER
This Limited Waiver (this "Waiver") is made as of __________________ by
Bank One, NA, formerly known as The First National Bank of Chicago, individually
and as agent (the "Agent"), the other financial institutions signatory hereto
and IPCRe Limited, a Bermuda corporation (the "Borrower").
RECITALS
A. The Borrower, the Agent and the Lenders are party to that certain
Credit Agreement dated as of June 30, 1998 (as amended, the "Credit Agreement").
Unless otherwise specified herein, capitalized terms used in this Waiver shall
have the meanings ascribed to them by the Credit Agreement.
B. The Borrower has requested a waiver of, and the undersigned Lenders
wish to waive, certain provisions of the Credit Agreement on the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. Waiver. The undersigned Lenders hereby (a) waive any breach
of Section 6.10 of the Credit Agreement with respect to the Fiscal Quarter of
the Borrowing ending on __________________ arising solely out of the failure
during such Fiscal Quarter of the positive excess, if any, of (i) the positive
Consolidated Borrower Net Income, if any, for the period of the then most
recently ended four Fiscal Quarters of the Borrower over (ii) the aggregate
amount of all dividends, distributions, repurchases or other acquisitions paid
or made during such period to exceed the aggregate amount of all dividends,
distributions, repurchases and other acquisitions made by the Borrower during
such Fiscal Quarter (any such breach being a "Covenant Breach") and (b) waive
any Default or Unmatured Default under Section 7.3 of the Credit Agreement which
may have heretofore arisen out of the Covenant Breach.
2. Representation and Warranty. As an inducement to the
Lenders to grant the foregoing waiver, the Borrower represents and warrants
that, after giving effect to this Waiver, as of the date hereof (a) there exists
no Default or Unmatured Default and (b) the representations and warranties
contained in Article V of the Credit Agreement (other than Section 5.6) are true
and correct except to the extent any such representation or warranty is stated
to relate solely to an earlier date, in which case such representation or
warranty shall have been true and correct on and as of such earlier date.
3. Effective Time. This Waiver shall become effective upon (a)
the execution and delivery hereof by the Required Lenders (without respect to
whether it has been executed and delivered by all Lenders).
4. Miscellaneous.
(a) The execution, delivery and effectiveness of this
Waiver shall not operate as a waiver of any right, power or remedy of
the Agent or any Lender under the Credit Agreement or any Loan
Document, nor constitute a waiver of any Default, Unmatured Default,
condition or provision of the Credit Agreement or any Loan Document,
except as specifically set forth herein.
(b) Section headings in this Waiver are included
herein for convenience of reference only and shall not constitute a
part of this Waiver for any other purposes.
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(c) This Waiver may be executed in any number of
counterparts, each of which when so executed shall be deemed an
original but all such counterparts shall constitute one and the same
instrument.
5. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
[signature pages follow]
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IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.
IPCRe LIMITED
By:
Title:
BANK ONE, NA (Main Office Chicago), formerly
known as The First National Bank of Chicago,
Individually and as Agent
By:
Title:
CITIBANK, N.A., Individually and as
Documentation Agent
By:
Title:
THE BANK OF BERMUDA LIMITED, Individually
By:
Title:
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BANKBOSTON, N.A., Individually
By:
Title:
DEUTSCHE BANK AG (New York and Cayman Island
Branches), Individually
By:
Title:
By:
Title:
FLEET NATIONAL BANK, Individually
By:
Title:
ROYAL BANK OF CANADA, Individually
By:
Title:
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MELLON BANK, N.A., Individually
By:
Title:
BANK OF MONTREAL, Individually
By:
Title:
DRESDNER BANK AG (New York Branch and Grand
Cayman Branch), Individually
By:
Title:
By:
Title:
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