LENDER'S REVOLVING CREDIT COMMITMENT AND LETTER OF CREDIT
PARTICIPATION AMOUNT ON THE DATE HEREOF AFTER GIVING EFFECT TO THIS AMENDMENT,
WHICH FEE SHALL BE DEEMED FULLY EARNED AND NON-REFUNDABLE ON THE DATE HEREOF
(THE "AMENDMENT FEE").
(E)
OTHER.
SUCH OTHER DOCUMENTS AS THE AGENT, ANY LENDER OR THEIR
COUNSEL MAY HAVE REASONABLY REQUESTED.
The date on which the foregoing conditions have been satisfied is the "Effective
Date."
4.
REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.
(A)
EXCEPT AS SPECIFICALLY AMENDED ABOVE, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY
RATIFIED AND CONFIRMED.
(B)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF THE AGENT OR ANY LENDER
UNDER THE CREDIT AGREEMENT
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OR ANY LOAN DOCUMENT, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF THE CREDIT
AGREEMENT OR ANY LOAN DOCUMENT, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
UPON
THE EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE IN THE CREDIT AGREEMENT TO
"THIS AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN" OR WORDS OF SIMILAR IMPORT
SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
5.
COSTS AND EXPENSES.
(A)
THE BORROWER HEREBY AFFIRMS ITS OBLIGATION UNDER SECTION 10.7 OF
THE CREDIT AGREEMENT TO REIMBURSE THE AGENT FOR ALL REASONABLE COSTS, INTERNAL
CHARGES AND OUT-OF-POCKET EXPENSES PAID OR INCURRED BY THE AGENT IN CONNECTION
WITH THE PREPARATION, NEGOTIATION, EXECUTION AND DELIVERY OF THIS AMENDMENT,
INCLUDING BUT NOT LIMITED TO THE ATTORNEYS' FEES AND TIME CHARGES OF ATTORNEYS
FOR THE AGENT WITH RESPECT THERETO.
(B)
THE BORROWER HEREBY AGREES THAT ON THE EFFECTIVE DATE, THE
BORROWER SHALL PAY THE ARRANGER, THE AGENT AND THE LENDERS THE AMENDMENT FEE,
WHICH AMENDMENT FEE SHALL BE DEEMED FULLY EARNED AND NON-REFUNDABLE ON THE DATE
HEREOF.
6.
GOVERNING LAW.
THIS AMENDMENT 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.
7.
HEADINGS.
SECTION HEADINGS IN THIS AMENDMENT ARE INCLUDED HEREIN
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS
AMENDMENT FOR ANY OTHER PURPOSES.
8.
COUNTERPARTS.
THIS AMENDMENT 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.
[signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and
year first above written.
THE NAVIGATORS GROUP, INC.
By:
Its:
BANK ONE, NA (formerly known as The First National Bank of Chicago), as a Lender
and as Agent
By:
Its:
BROWN BROTHERS HARRIMAN & CO., as a Lender and as Co-Agent
By:
Its:
CREDIT LYONNAIS NEW YORK BRANCH, as a Lender
By:
Its:
S-1
FLEET NATIONAL BANK, as a Lender
By:
Its:
BARCLAYS BANK plc, as a Lender
By:
Its:
LASALLE BANK NATIONAL ASSOCIATION, as a