-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BnUbOa8P/LlmFMup758nRx4KqiqVK6fljTX+4Ur2gQxQqM8UG/Lc8pUGRZjHGzf3 nozURfN/DLBZUuKN0mLCMA== 0000950134-96-001819.txt : 19960806 0000950134-96-001819.hdr.sgml : 19960806 ACCESSION NUMBER: 0000950134-96-001819 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960510 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EAGLE GROUP INC CENTRAL INDEX KEY: 0000882800 STANDARD INDUSTRIAL CLASSIFICATION: 6331 IRS NUMBER: 752100622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12922 FILM NUMBER: 96559359 BUSINESS ADDRESS: STREET 1: 12801 N CENTRAL EXPRWY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75243 BUSINESS PHONE: 2144481400 MAIL ADDRESS: STREET 1: 12801 N CENTRAL EXPRESSWAY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75243 10-Q 1 FORM 10-Q PERIOD END MARCH 31, 1996 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM 10-Q (Mark One) [ X ] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1996 or [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from ________________ to __________________ Commission file number 1-12922 AMERICAN EAGLE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 75-2100622 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) 12801 North Central Expressway, Suite 800, Dallas, Texas 75243 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 448-1400 ----------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last year.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----------- ----------- APPLICABLE ONLY TO CORPORATE ISSUERS: As of April 30, 1996, the number of shares outstanding of each of the issuer's classes of common stock was as follows: Common Stock . . . . . . . . 7,050,098 shares, par value $.01 per share ================================================================================ 2 AMERICAN EAGLE GROUP, INC. INDEX TO FORM 10-Q
Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed consolidated balance sheets as of March 31, 1996 (unaudited) and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . 3 Condensed consolidated statements of operations for the three months ended March 31, 1996 (unaudited) and March 31, 1995 (unaudited) . . . . . . . . . 4 Condensed consolidated statements of cash flows for the three months ended March 31, 1996 (unaudited) and March 31, 1995 (unaudited) . . . . . . . . . 5 Notes to condensed consolidated financial statements (unaudited) . . . . . . . . . . . . . . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . 7 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 10 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2 3 AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS EXCEPT SHARE DATA)
(Unaudited) ASSETS December 31, March 31, 1995 1996 ------------ ----------- Cash and investments $106,792 $ 87,880 Accounts receivable 56,890 55,064 Reinsurance recoverable, net 101,125 101,158 Deferred policy acquisition costs 15,296 16,138 Deferred reinsurance premiums 19,829 17,941 Other assets 18,337 19,021 -------- -------- Total assets $318,269 $297,202 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Reserve for losses and loss adjustment expenses $136,528 $139,892 Unearned premiums 79,605 77,553 Other policy liabilities 20,196 4,194 Agency payables to insurance companies 1,736 438 Note payable 11,250 11,250 Accounts payable and other liabilities 13,859 12,842 -------- -------- Total liabilities 263,174 246,169 -------- -------- Commitments and contingent liabilities Series B Cumulative Preferred Stock, $.01 par value; 162,857 shares authorized, 162,857 shares issued and outstanding 1,629 1,629 Stockholders' equity: Common Stock, $.01 par value, 21,000,000 shares authorized, 7,124,180 shares issued 71 71 Additional paid-in-capital 45,532 45,540 Unrealized apprec.(deprec.) on investment securities, net of deferred taxes 1,029 15 Retained earnings 6,921 3,865 Less - 73,882 shares of common stock held in the treasury, at cost (87) (87) -------- -------- Total stockholders' equity 53,466 49,404 -------- -------- Total liabilities and stockholders' equity $318,269 $297,202 ======== ========
The accompanying notes are an integral part of these financial statements. 3 4 AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE PERIODS ENDED (UNAUDITED) (IN THOUSANDS EXCEPT SHARE DATA)
Three Months Ended March 31, March 31, 1995 1996 --------- --------- Revenues Earned premiums, net of reinsurance $20,649 $32,834 Agency operations, net 251 (33) Investment income, net 1,344 1,403 Realized investment gains, net 6 153 --------- --------- Total revenues 22,250 34,357 --------- --------- Expenses Losses and loss adjustment expenses, net of reinsurance 13,605 27,519 Policy acquisition and other underwriting expenses 6,953 10,758 Interest expense 240 250 --------- --------- Total expenses 20,798 38,527 --------- --------- Income (loss) before income tax expense 1,452 (4,170) Income tax expense (benefit) 465 (1,418) --------- --------- Net income (loss) $987 ($2,752) ========= ========= Net income (loss) available for common stockholders (1) $963 ($2,776) ========= ========= Weighted average number of common shares outstanding 7,055,298 7,050,548 ========= ========= Net income (loss) per share of common stock (1) $0.14 ($0.39) (1) After deduction of preferred dividends
The accompanying notes are an integral part of these financial statements. 4 5 AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED (UNAUDITED) (IN THOUSANDS)
March 31, March 31, 1995 1996 --------- --------- Cash and cash equivalents derived from: Total provided by (used in) operating activities $3,001 $(16,795) Investing activities- Net proceeds (purchases) of short-term investments (1,034) 24,730 Purchases of fixed income securities (3,672) (14,587) Proceeds from sales of fixed income securities 1,819 6,119 Proceeds from maturities of fixed income securities 2,249 100 Purchases of property and equipment (257) (325) --------- --------- Total provided by (used in) investing activities (895) 16,037 --------- --------- Financing activities- Dividends paid on Series B and C Cumulative Preferred Stock (24) (24) Dividends paid on common stock (212) (282) Proceeds of note payable 1,000 ----- Increase in common stock outstanding 10 ----- --------- --------- Total provided by (used in) financing activities 774 (306) --------- --------- Net change in cash and cash equivalents 2,880 (1,064) Cash and cash equivalents, beginning of period 1,530 2,922 --------- --------- Cash and cash equivalents, end of period $4,410 $1,858 ========= =========
The accompanying notes are an integral part of these financial statements. 5 6 AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of the American Eagle Group, Inc. (the "Company") and subsidiaries for the three months ended March 31, 1996 and 1995 have been prepared in accordance with the instructions to the Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the results for the interim period have been included. Operating results for the three months ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. These statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 1995 included in the Company's Annual Report. 2. CASH DIVIDENDS On February 23, 1996, the Company's Board of Directors approved a cash dividend of $0.04 per share of common stock, to be paid on April 19, 1996, to stockholders of record on April 5, 1996. 6 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST QUARTER OF 1996 COMPARED TO THE FIRST QUARTER OF 1995 Gross Premiums Produced Gross premiums produced for the first quarter of 1996 compared to the first quarter of 1995 were as follows (in millions):
FIRST QUARTER 1995 1996 ------ ----- Gross premiums produced $41.6 $42.4 For other companies (3.3) (2.6) Assumed from other companies 1.2 1.6 ----- ----- Gross premiums written 39.5 41.4 Ceded premiums (13.2) (8.7) ----- ----- Net premiums written $26.3 $32.7 ===== =====
Gross premiums produced increased 1.9% to $42.4 million for the first quarter of 1996 from $41.6 million in the first quarter of 1995. Of this increase, 1.5% was produced by the Aviation Division and 2.3% was produced by the Marine Division, while the Property & Casualty Division (the "P&C Division") had a decrease of 1.9%. The increases in the Aviation and Marine Divisions resulted primarily from an increase in policies inforce. The decrease in the P&C Division is due to the discontinued underwriting of the franchised auto dealer business late in 1995. The gross premiums produced for other companies decreased 23.2% to $2.6 million in the first quarter of 1996 from $3.3 million in the first quarter of 1995. The gross premiums assumed from other companies increased 27.5% to $1.6 million in the first quarter of 1996 from $1.2 million in the first quarter of 1995. Gross premiums written increased 4.8% to $41.4 million in the first quarter of 1996 from $39.5 million in the first quarter of 1995 as a result of the increase in gross premiums produced for the Company and its subsidiaries. Ceded premiums decreased 34.0% to $8.7 million in the first quarter of 1996, compared to $13.2 million in the first quarter of 1995. This decrease is primarily a result of a decline in business written in the airport segment that is placed with other companies under a facultative reinsurance agreement, and a decrease in ceded excess of loss premium rates for both Aviation and P&C Divisions under the terms of the 1995 reinsurance treaties. 7 8 Net premiums written increased 24.3% to $32.7 million in the first three months of 1996, compared to $26.3 million in the first three months of 1995. Revenues Earned premiums, net of reinsurance, increased 59.0% to $32.8 million in the first quarter of 1996 from $20.6 million in the first quarter of 1995. Of this increase, 49.5% was related to the Aviation Division, 6.7% to the P&C Division, and 2.8% to the Marine Division. The higher rate of growth in earned premiums, net of reinsurance, in comparison to written premiums, net of reinsurance, is due to a higher rate of growth in written premiums in earlier quarters, which is now becoming earned premiums. Agency operations, net, decreased $0.28 million to a minimal loss in the first quarter of 1996 from a gain of $0.25 million in the first quarter of 1995. Investment income, net, increased 4.4% to $1.4 million in the first quarter of 1996 from $1.3 million in the first quarter of 1995. The net tax-effected investment yield on average invested assets for the first quarter of 1996 increased to 5.9% from 5.5% in the comparable quarter of 1995. Average invested assets decreased $2.8 million in the first quarter of 1996, compared to the first quarter of 1995, primarily as a result of cash flow used in operating activities, as discussed below. Realized investment gains, net, were insignificant in the first quarter of 1996 and 1995. Operating Expenses Losses and loss adjustment expenses, net of reinsurance, were 83.8% of earned premiums, net of reinsurance, in the first quarter of 1996, compared to 65.9% in the first quarter of 1995. The first quarter of 1996 results were largely driven by an increase in reported claims for the transportation portion of the P&C Division. In addition, weather-related losses in both the Aviation and P&C Divisions negatively affected the quarter's results, with catastrophe hail storm losses in Louisiana alone accounting for losses of $0.5 million, net of reinsurance. The first quarter of 1995 includes $0.5 million of flood losses in California. The Aviation Division loss ratio increased 5.0 percentage points to 71.3% in the first quarter 1996, from 66.3% in the first quarter of 1995, and the P&C Division loss ratio increased 55.1 percentage points to 120.3% in the first quarter of 1996, from 65.2% in the first quarter of 1995. The Marine Division loss ratio in the first quarter of 1996 was 49.1%. Policy acquisition and other underwriting expenses were 32.8% of earned premiums in the first quarter of 1996 and 33.7% of earned premiums in the first quarter of 1995. The decrease in the expense ratio results from the increase in earned premiums, net of reinsurance. The Company's combined ratio increased 17.0 percentage points to 116.6% in the first quarter of 1996 from 99.6% in the first quarter of 1995 as a result of the factors discussed above. A combined ratio below 100% generally indicates profitable underwriting prior to the consideration of investment income. Management believes that there has been a seasonality 8 9 pattern in both the Aviation and P&C Divisions' loss ratio. Losses have historically been higher in the first half of the year and then declined in the second half, with the highest losses in the first quarter and the lowest losses in the fourth quarter. The Company believes that this pattern results primarily from weather-related factors which contribute to a higher loss frequency in the first two quarters of the year. The first quarter Aviation Division results are consistent with historical first quarter loss levels and with management's expectations for the quarter. In the P&C Division, higher levels of premiums are recorded in the second half of the year. Historically, the expense ratio has also been higher earlier in the year primarily as a result of the growth in earned premiums in the latter part of the year. Interest expense increased 4.2% to $0.25 million in the first quarter of 1996, from $0.24 million in the first quarter of 1995, due to an increase in the Company's note payable of $1.0 million. Income Income tax benefit was 34.0% of loss before tax benefit in the first quarter of 1996 and income tax expense was 32.0% of income before tax expense in the first quarter of 1995. The increase in the first quarter of 1996 tax rate is due, in part, to a decrease in tax-exempt interest income. The first quarter of 1996 net loss was ($2.8) million, as compared to net income of $1.0 million in the first quarter of 1995. Net income (loss) available for common stockholders in the first quarter of 1996 was ($2.8) million, or ($0.39) per share, as compared to net income of $1.0 million, or $0.14 per share, in the first quarter of 1995. LIQUIDITY AND CAPITAL RESOURCES The Company's consolidated cash flow used by operations was $16.8 million in the first quarter of 1996, compared to cash flow provided by operations of $3.0 million in the first quarter of 1995. The majority of the funds used in the first three months of 1996 relate to the settlement of a large claim incurred during 1995, and the reduction of balances due reinsurers. 9 10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits See Index to Exhibits attached hereto and incorporated herein by reference. (b) Reports on Form 8-K None. 10 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN EAGLE GROUP, INC. Date: May 10, 1996 By: /s/ M. Philip Guthrie ---------------------------------------- M. Philip Guthrie, Chairman of the Board and Chief Executive Officer Date: May 10, 1996 By: /s/ Richard M. Kurz ---------------------------------------- Richard M. Kurz, Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 11 12 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - - ------ ------- 4.1 -- Specimen Certificate for shares of Common Stock, $.01 par value, of American Eagle (Previously filed on May 11, 1994 with Registrant's Amendment No. 2 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 4.2 -- Registration Rights Agreement, dated as of March 21, 1995, by and among American Eagle, Mason Best and Nelson Hurst (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.1 -- American Eagle Group, Inc. 1991 Non-Qualified Stock Option Plan (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.2 -- Amended and Restated P&C Stock Option Plan - Wise (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.3 -- Amended and Restated P&C Stock Option Plan - Hill (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.4 -- Amended and Restated P&C Stock Option Plan - Perkins (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.5 -- Amendment No. 1 to Amended and Restated P&C Stock Option Plan - Perkins, dated as of August 16, 1994, between American Eagle and J.B. Perkins (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.6 -- American Eagle Group, Inc. 1994 Stock Incentive Plan (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.7 -- American Eagle Group, Inc. 1994 Directors' Stock Option Plan, as amended. (Previously filed on November 11, 1995 with Registrant's Quarterly Report on Form 10-Q, File No. 1-12922, and incorporated herein by reference.) 10.8 -- American Eagle Group, Inc. 1994 Employee Restricted Stock Plan (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.9 -- American Eagle Group, Inc. Employee Profit Sharing and Savings Plan (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.10 -- American Eagle Group, Inc. Employee Stock Purchase Plan (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference. 10.11 -- Amended and Restated Credit Agreement dated as of December 29, 1994 (the "Restated Credit Agreement"), among American Eagle, the Lenders and The First National Bank of Chicago, as Agent (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1- 12922, and incorporated herein by reference).
E-1 13 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - - ------ ------- 10.12 -- Amendment to the Restated Credit Agreement dated as of February 23, 1996 by and between American Eagle and The First National Bank of Chicago, individually and as agent. (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.13 -- Employment Agreement, dated as of December 31, 1994, between American Eagle and M. Philip Guthrie (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1- 12922, and incorporated herein by reference). 10.14 -- Employment Agreement, dated as of December 31, 1994, between American Eagle and George F. Cass (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1- 12922, and incorporated herein by reference). 10.15 -- Employment Agreement, dated as of December 31, 1994, between AEIC and George C. Hill (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.16 -- Employment Agreement, dated as of December 31, 1994, between AEIC and David O. Daniels (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1- 12922, and incorporated herein by reference). 10.17 -- Employment Agreement, dated as of December 31, 1994, between American Eagle and Frederick G. Anderson (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.18 -- Employment Agreement, dated as of December 31, 1994, between American Eagle and Richard M. Kurz (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1- 12922, and incorporated herein by reference). 10.19 -- Employment Agreement, dated as of December 31, 1994, between American Eagle and Allen N. Walton III (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1- 12922, and incorporated herein by reference). 10.20 -- Consulting Agreement, dated as of December 24, 1992, between American Eagle and Don D. Hutson (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.21 -- Agreement dated as of February 15, 1991, between Luther King Capital Management Corporation and AEIC (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.22 -- Investment Management Agreement, dated as of June 17, 1994, between American Eagle Insurance Company and Aon Advisors, Inc. (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference).
E-2 14 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - - ------ ------- 10.23 -- Agreement for the Purchase of all of the Outstanding Capital Stock of Aviation Office of America, Inc. and American Eagle Insurance Company dated as of May 7, 1986, among Folmar Corporation, Crum and Forster, Inc. and United States Fire Insurance Company (the "Purchase Agreement") (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.24 -- Amendment to Purchase Agreement dated as of June 6, 1987 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.25 -- Amendment to Purchase Agreement dated as of December 11, 1987 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.26 -- General Aviation Variable Quota Share Treaty Reinsurance Agreement ARA #4158 1993 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.27 -- General Aviation Hull Excess of Loss Reinsurance Agreement ARA #4076-1993 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.28 -- Hull Catastrophe Excess of Loss Reinsurance Agreement ARA #4077-1993 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.29 -- Hull Catastrophe Second Excess of Loss Reinsurance Agreement ARA #4112-1993 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.30 -- Hull Catastrophe Second Excess of Loss of Reinsurance Agreement ARA #4172-1993 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.31 -- First Through Seventh General Aviation Liability Excess of Loss Reinsurance Agreement ARA #4155- 1993 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.32 -- Sixth and Seventh General Aviation Liability Excess of Loss Reinsurance Agreement ARA #4156-1993 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference).
E-3 15 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - - ------ ------- 10.33 -- Fourth, Fifth, Sixth and Seventh General Aviation Liability Excess of Loss Reinsurance Agreement ARA #4157-1993 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.34 -- Seventh Liability Excess of Loss Run-Off Reinsurance Agreement ARA #4099-1993 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.35 -- Seventh Liability Excess of Loss Run-Off Reinsurance Agreement ARA #4159-1993 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.36 -- General Aviation Obligatory Hull Surplus Treaty Agreement ARA #4075-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.37 -- General Aviation Obligatory Hull Surplus Reinsurance Agreement ARA #4075 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.38 -- Interests and Liabilities Agreement attached to General Aviation Obligatory Hull Surplus Reinsurance Agreement ARA #4075 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.39 -- Hull Excess of Loss Agreement ARA #4076-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.40 -- General Aviation Obligatory Hull Excess of Loss Reinsurance Agreement ARA #4076 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.41 -- Interests and Liabilities Agreement attached to General Aviation Hull Excess of Loss Reinsurance Agreement ARA #4076 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.42 -- Hull Catastrophe Excess of Loss Agreement ARA #4077-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.43 -- General Aviation Obligatory Hull Catastrophe Excess of Loss Reinsurance Agreement ARA #4077 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference).
E-4 16 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT ------ ------- 10.44 -- Hull Catastrophe Second Excess of Loss Agreement ARA #4112-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.45 -- General Aviation Obligatory Hull Catastrophe Second Excess of Loss Reinsurance Agreement ARA #4112 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.46 -- Interests and Liabilities Agreement attached to General Aviation Obligator Hull Catastrophe Second Excess of Loss Agreement ARA #4112 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.47 -- First Through Second Liability Excess of Loss Agreement ARA #4078-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.48 -- First Through Second Liability Excess of Loss Agreement ARA #4078 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.49 -- Interests and Liabilities Agreement attached to General Aviation Liability Excess of Loss Reinsurance Agreement ARA #4078 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.50 -- Fourth Liability Excess of Loss Agreement ARA #4100-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.51 -- Fourth General Aviation Liability Excess of Loss Agreement ARA #4100 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33- 75490, and incorporated herein by reference). 10.52 -- Interests and Liabilities Agreement attached to Fourth General Aviation Liability Excess of Loss Agreement ARA #4100 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.53 -- Fourth Liability Excess of Loss Agreement ARA #4096-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.54 -- Fourth General Aviation Liability Excess of Loss Reinsurance Agreement ARA #4096 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference).
E-5 17 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - - ------ ------- 10.55 -- Interests and Liabilities Agreement attached to Fourth General Aviation Liabilityxcess of Loss Agreement ARA #4096 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.56 -- Special Fourth Liability Excess of Loss Agreement ARA #4097-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.57 -- Fourth General Aviation Liability Excess of Loss Reinsurance Agreement ARA #4097 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.58 -- Fifth and Sixth Liability Excess of Loss Agreement ARA #4101-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.59 -- General Aviation Liability Excess of Loss Agreement ARA #4101 (Fifth and Sixth Layers) (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.60 -- Interests and Liabilities Agreement attached to General Aviation Liability Excess of Loss Agreement ARA #4101 (Fifth and Sixth Layers) (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.61 -- Fifth and Sixth Liability Excess of Loss Agreement ARA #4098-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.62 -- General Aviation Liability Excess of Loss Reinsurance Agreement ARA #4098 (Fifth and Sixth Layers) (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.63 -- Seventh Liability Excess of Loss Agreement ARA #4099-1992 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.64 -- Seventh General Aviation Liability Excess of Loss Agreement ARA #4099 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33- 75490, and incorporated herein by reference). 10.65 -- Interests and Liabilities Agreement attached to Seventh General Aviation Liability Excess of Loss Reinsurance Agreement #4099 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference).
E-6 18 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - - ------ ------- 10.66 -- Casualty First and Second Excess of Loss Reinsurance Agreement ARA #4038 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.67 -- Casualty Cessions Agreement ARA #4103 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.68 -- Property First and Second Excess of Loss Reinsurance Agreement ARA #4039 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.69 -- Two-Layer Property Catastrophe Excess of Loss Agreement ARA #4068-94-1995 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.70 -- Property/Casualty Single Location Clash Excess of Loss Reinsurance Agreement ARA #4093-94-1995 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.71 -- Casualty First Excess of Loss Agreement Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.72 -- Casualty Second Excess of Loss Agreement Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.73 -- Casualty Cessions Agreement ARA #4103 Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.74 -- Casualty Excess Cessions Reinsurance Agreement ARA #4103 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.75 -- Interests and Liabilities Agreement attached to Casualty Cessions Agreement ARA #4103 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.76 -- Property First Excess of Loss Agreement Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference).
E-7 19 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - - ------ ------- 10.77 -- Property Second Excess of Loss Agreement Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.78 -- Two-Layer Property Catastrophe Excess of Loss Agreement ARA #4068-93 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33- 75490, and incorporated herein by reference). 10.79 -- First and Second Property Catastrophe Excess of Loss Agreement ARA #4068-93 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.80 -- Interests and Liabilities Agreement attached to First and Second Property Catastrophe Excess of Loss Reinsurance Agreement #4068-93 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.81 -- Property/Casualty Single Location Clash Excess of Loss Reinsurance Agreement Final Placement Slip (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.82 -- Property/Casualty Single Location Clash Excess of Loss Reinsurance Agreement ARA #4093-93 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.83 -- First through Fifth General Aviation Liability Excess of Loss Reinsurance Agreement AR #4222 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.84 -- Casualty First and Second Excess of Loss Reinsurance Agreement AR #4038-94 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1- 12922, and incorporated herein by reference). 10.85 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement AR #4221 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.86 -- General Aviation Hull Special Underlying Excess of Loss Reinsurance Agreement AR #4227 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference).
E-8 20 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - - ------ ------- 10.87 -- First Through Fifth General Aviation Liability Excess of Loss Reinsurance Agreement AR #4222 1995 Final Placement Slip (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.88 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement AR #4221 1995 Final Placement Slip (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.89 -- General Aviation Hull Special Underlying Excess of Loss Reinsurance Agreement AR #4227 1995 Final Placement Slip (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.90 -- First and Second Property Excess of Loss Reinsurance Agreement--ARA #4039-91 (subject to a request for confidential treatment) (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.91 -- First and Second Casualty Excess of Loss Reinsurance Agreement--ARA #4038-91 (subject to a request for confidential treatment) (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.92 -- Casualty First and Second Excess of Loss Reinsurance Agreement--AR #4038-95 (subject to a request for confidential treatment) (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.93 -- First and Second Casualty Excess of Loss Reinsurance Agreement--AR #4038-95 (subject to a request for confidential treatment) (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.94 -- General Aviation Hill Special Underlying Excess of Loss Reinsurance Agreement--AR #4227-94 (subject to a request for confidential treatment) (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.95 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement--AR #4221-94 (subject to a request for confidential treatment) (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.96 -- First Through Fifth General Aviation Liability Excess of Loss Reinsurance Agreement--AR #4222-94 (subject to a request for confidential treatment) (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference).
E-9 21 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - - ------ ------- 10.97 -- Amendment to the Restated Credit Agreement, as amended, dated as of March 18, 1996, by and between American Eagle and The First National Bank of Chicago, individually and as Agent (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.98 -- Amendment to the Restated Credit Agreement, as amended, dated as of May 3, 1996, by and between American Eagle and The First National Bank of Chicago, individually and as Agent. 27 -- Financial Data Schedule
E-10 EX-10.98 2 AMENDMENT TO RESTATED CREDIT AGREEMENT 1 EXHIBIT 10.98 AMENDMENT This Amendment (the "Amendment") is entered into as of May 3, 1996 by and between American Eagle Group, Inc. (the "Borrower") and The First National Bank of Chicago, individually and as Agent. W I T N E S S E T H : WHEREAS, the Borrower and The First National Bank of Chicago, as the sole Lender (the "Lender") and as Agent (in such capacity, the "Agent"), are parties to that certain Amended and Restated Credit Agreement dated as of December 29, 1994, as amended as of February 23, 1996 and March 18, 1996 (as so amended, the "Agreement"); and WHEREAS, the Borrower and the Lender desire to amend certain provisions of the Agreement as more fully described hereinafter; NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Agreement. 2. Amendment. 2.1. The first sentence of Section 7.10 of the Agreement is hereby amended to read in its entirety as follows: "The Borrower will maintain Consolidated Tangible Net Worth of not less than (i) at all times prior to June 30, 1996, $44,500,000, (ii) at all times during the period from June 30, 1996 to and including December 30, 1996, $46,500,000, (iii) at all times during the period from December 31, 1996 to and including December 30, 1997, $50,000,000, and (iv) at all times thereafter, $55,000,000." 2.2. The first sentence of Section 7.12 of the Agreement is hereby amended to read in its entirety as follows: "The Borrower will not permit the total Statutory Capital and Surplus of American Eagle to be less than (i) $49,000,000 at any time during the period from October 1, 1995 to and including December 31, 1995, (ii) $46,000,000 at any time during the period from January 1, 1996 to and including June 29, 1996, (iii) $48,000,000 at any time during the period from June 30, 1996 to and including December 30, 1996, (iv) $51,500,000 at any time during the period from December 31, 1996 to and including December 30, 1997 and (v) $60,000,000 at any time thereafter." 2.3. Section 7.14 of the Agreement is hereby amended by inserting, immediately after the phrase "or, in the case of the fiscal quarter ending December 31, 1995 only, 2.35 to 1.0", 2 the phrase "or, in the case of each fiscal quarter during the fiscal year ending December 31, 1996, 2.75 to 1.0". 3. Representations and Warranties. In order to induce the Lender and the Agent to enter into this Amendment, the Borrower represents and warrants that: 3.1. The representations and warranties set forth in Article VI of the Agreement are true and correct on the date hereof as if made on and as of the date hereof, 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 was true and correct on and as of such earlier date, and there exists no Default or Unmatured Default on the date hereof. 3.2. The execution and delivery by the Borrower of this Amendment have been duly authorized by proper corporate proceedings, and this Amendment and the Agreement, as amended by this Amendment, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. 3.3. Neither the execution and delivery by the Borrower of this Amendment, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or the Borrower's or any of its Subsidiaries' articles of incorporation or by-laws or the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it or its property is bound, or conflict with or constitute a default thereunder. No consent, approval or authorization of any Person is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, this Amendment or the Agreement, as amended by this Amendment. 4. Effective Date. This Amendment shall become effective as of the date first above written (the "Effective Date") upon receipt by the Agent of the following: (i) Counterparts of this Amendment duly executed by the Borrower and the Lender. (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its Board of Directors' resolutions authorizing the execution of this Amendment. (iii) Such other documents, in each case in form and substance satisfactory to the Agent, as the Agent may reasonably request. 5. Ratification. The Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified, approved and confirmed in all respects. 6. Reference to Agreement. From and after the Effective Date, each reference in the Agreement to "this Agreement", "hereof", or "hereunder" or words of like import, and all references to the Agreement in any and all agreements, instruments, documents, notes, -2- 3 certificates and other writings of every kind and nature shall be deemed to mean the Agreement, as amended by this Amendment. 7. Costs and Expenses. The Borrower agrees to pay all reasonable costs, fees and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) incurred by the Agent in connection with the preparation, execution and enforcement of this Amendment. 8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 9. Execution in Counterparts. This 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 Borrower, the Lender and the Agent have executed this Amendment as of the date first above written. AMERICAN EAGLE GROUP, INC. By: /s/ M. PHILIP GUTHRIE -------------------------------- Title: Chairman and Chief Executive Officer ----------------------------- THE FIRST NATIONAL BANK OF CHICAGO, Individually and as Agent By: /s/ JOSEPH M. MANZELLA -------------------------------- Title: Corporate Banking Officer ----------------------------- -3- EX-27 3 FINANCIAL DATA SCHEDULE
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 3/31/96, 12/31/95, AND 3/31/95 CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED STATEMENT OF INCOME, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 3/21/96, 12/31/95, AND 3/31/95 10Q FILING. 1,000 3-MOS YEAR 3-MOS DEC-31-1996 DEC-31-1995 DEC-31-1995 JAN-01-1996 JAN-01-1995 JAN-01-1995 MAR-31-1996 DEC-31-1995 MAR-31-1995 50,349 56,719 55,378 28,804 28,952 29,603 28,437 28,889 28,334 0 0 0 0 0 0 0 0 0 86,022 103,870 98,834 1,858 2,922 4,410 20,002 22,449 12,445 16,138 15,296 15,587 297,202 318,269 356,961 139,892 136,528 153,512 77,553 79,605 67,268 4,194 20,196 18,200 438 1,736 18,755 11,250 11,250 10,250 1,629 1,629 1,629 0 0 0 71 71 71 49,333 53,395 66,077 297,202 318,269 356,961 32,834 102,447 20,649 1,403 5,497 1,344 153 496 6 (33) 396 251 27,519 90,933 13,605 10,757 40,600 8,857 11,600 40,848 9,396 (4,170) (20,376) 1,452 (1,418) (7,300) 465 (2,752) (13,076) 987 0 0 0 0 0 0 0 0 0 (2,752) (13,076) 987 (0.39) (1.87) 0.14 (0.39) (1.87) 0.14 57,852 50,451 50,451 18,388 30,006 5,380 40,348 27,846 23,740 5,856 42,066 7,313 20,778 41,466 27,623 58,736 57,852 29,120 (3,274) (18,861) (912)
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