FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement") dated as of
November 30, 2006, is by and among SCOTTISH ANNUITY & LIFE INSURANCE COMPANY
(CAYMAN) LTD. ("SALIC"), SCOTTISH RE (DUBLIN) LIMITED ("Scottish Dublin"),
SCOTTISH RE (U.S.) INC. ("Scottish US") and SCOTTISH RE LIMITED ("Scottish UK"
and, together with SALIC, SCOTTISH DUBLIN and SCOTTISH US, each a "Borrower" and
collectively the "Borrowers"), the various financial institutions parties hereto
(collectively, the "Lenders") and BANK OF AMERICA, N.A., as administrative agent
(the "Administrative Agent") for the Lenders. Terms defined in the Credit
Agreement (as defined below) are, unless otherwise defined herein or the context
otherwise requires, used herein as defined therein.
RECITALS:
A. The Borrowers, the Lenders from time to time party thereto, Bear
Stearns Corporate Lending Inc., HSBC USA, National Association and Wachovia
Bank, National Association, as Syndication Agents, and the Administrative Agent
are parties to that certain Amended and Restated Credit Agreement, dated as of
July 14, 2005 (as such agreement may have been amended, restated, modified or
supplemented and in effect as of the date hereof, the "Credit Agreement").
B. The Borrowers have requested that the Administrative Agent and the
Lenders amend and waive certain provisions of the Credit Agreement in exchange
for a back up letter of credit.
C. The parties hereto have agreed to amend the Credit Agreement as set
forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS. Effective as of the Amendment Effective Date (as
hereinafter defined), the Credit Agreement shall be amended as follows:
1.1 Section 1.1 of the Credit Agreement is amended by adding the following
definitions in the proper alphabetical order:
"Acceptable Back-Up Letter of Credit" means an irrevocable back-up letter
of credit which (a) is substantially in the form of Exhibit A to the First
Amendment with such changes therein as may be acceptable to the L/C Issuer, (b)
is issued by Comerica Bank or another financial institution or institutions
which are acceptable to the Required Lenders and (c) has a stated expiry date
not earlier than 30 days after the latest expiry date of the outstanding Letters
of Credit covered by such Acceptable Back-up Letter of Credit.
"Amendment Effective Date" means the Amendment Effective Date as defined in
the First Amendment.
"First Amendment" means the First Amendment to Credit Agreement dated as of
November 30, 2006.
1.2 Section 7.03(g) of the Credit Agreement is amended by inserting the
following at the end thereof: "and indebtedness with respect to Acceptable
Back-Up Letters of Credit".
1.3 Section 7.06(b) of the Credit Agreement is amended and restated in its
entirety as follows:
"Each Borrower and each of its Subsidiaries may declare and make
dividend payments or other distributions payable solely in the common stock
or other Equity Interest of such Person and SALIC may declare and make
dividend payments or other distributions on December 4, 5, or 6, 2006 in an
amount not to exceed $115,000,000 solely for the purpose of permitting the
Parent to make payments required in connection with the exercise of the
optional put right by holders of the Parent's 4.5% Senior Convertible
Notes.
SECTION 2. NO WAIVER OF DEFAULT. In this Agreement, the Administrative
Agent and the Lenders waive no Default or Event of Default, whether presently or
subsequently existing.
SECTION 3. PRESERVATION AND NO WAIVER OF RIGHTS. Consistent with, but not
in limitation of, Section 2 hereof, and except as otherwise expressly provided
for herein, the Administrative Agent and the Lenders hereby fully preserve all
their rights, powers and remedies against each Borrower and/or any other person
or entity. In addition, nothing contained herein shall be deemed to be a waiver
or abandonment of any Default or Event of Default (whether presently or
subsequently existing), any rights or remedies available to the Administrative
Agent and the Lenders under the Loan Documents, applicable law or otherwise,
each of which rights, powers or remedies is hereby specifically and expressly
reserved.
SECTION 4. REPRESENTATIONS AND WARRANTIES. Each Borrower hereby represents
and warrants to each Lender and the Administrative Agent, on the Amendment
Effective Date (as hereinafter defined), as follows:
4.1 After giving effect to this Agreement, no Default or Event of Default
has occurred and is continuing.
4.2 The execution, delivery and performance by each Borrower of this
Agreement has been duly authorized by such Borrower and there is no action
pending or any judgment, order or decree in effect which is likely to restrain,
prevent or impose materially adverse conditions upon the performance by each
Borrower of its obligations under the Credit Agreement or the other Loan
Documents.
4.3 This Agreement constitutes the legal, valid and binding obligation of
each Borrower party hereto, enforceable against each such Borrower in accordance
with its terms,
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except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting the enforcement of creditors' rights or by the effect of general
equitable principles.
4.4 The execution, delivery and performance by each Borrower of this
Agreement do not and will not conflict with, or constitute a violation or breach
of, or result in the imposition of any Lien (other than any Liens securing the
Acceptable Back Up Letters of Credit) upon the property of such Borrower or any
of its Subsidiaries, by reason of the terms of (i) any Contractual Obligation to
which such Borrower is a party or which is binding upon it, (ii) any Law
applicable to any Borrower or any of its Subsidiaries, or (iii) the
Organizational Documents, of such Borrower or any of its Subsidiaries.
SECTION 5. EFFECTIVENESS. This Agreement shall become effective as of the
date upon which each of the following conditions precedent condition has been
satisfied being herein called the "Amendment Effective Date"):
5.1 The Administrative Agent shall have received duly executed
counterparts of this Agreement which, when taken together, bear the authorized
signatures of the Borrowers, the Administrative Agent and the Required Lenders.
5.2 The Administrative Agent and the Required Lenders shall be satisfied
that the representations and warranties set forth in Section 4 are true and
correct on and as of the Amendment Effective Date and that no Default or Event
of Default has occurred and is continuing on and as of the Amendment Effective
Date.
5.3 There shall not be any outstanding Unreimbursed Amounts.
5.4 Unless waived by the Administrative Agent, SALIC shall have paid all
fees and expenses owing to the Administrative Agent, including fees, charges and
disbursements of counsel and financial consultant to the Administrative Agent to
the extent invoiced prior to or on the Amendment Effective Date, plus such
additional amounts of such fees, charges and disbursements as shall constitute
its reasonable estimate of such fees, charges and disbursements incurred or to
be incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between SALIC and the
Administrative Agent).
5.5 The Administrative Agent shall have received Acceptable Back Up
Letters of Credit for an amount equal to 105% of the then stated amount of all
outstanding Letters of Credit.
SECTION 6. RELEASE AND COVENANT NOT TO SUE. In consideration of the
agreements and understandings in this Agreement, each Borrower and each other
Borrower, jointly and severally, and for such Borrower's Derivative/Successor
Persons, hereby knowingly and voluntarily, unconditionally and irrevocably,
absolutely, finally, and forever release, acquit, and discharge each Lender
Released Party from any Claim relating in any manner whatsoever to any of the
Loan Documents and/or any Borrower's credit relationship with the Lender
("Borrower-Related Claim").
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The Borrowers hereby knowingly and voluntarily, unconditionally and
irrevocably, absolutely, finally and forever covenant that they will refrain,
and further will direct any Derivative/Successor Person to refrain, from
commencing or otherwise prosecuting any action, suit or other proceeding, in law
or in equity, against each Lender Released Party on account of any
Borrower-Related Claim. Each Lender Released Party shall be entitled to enforce
this covenant through specific performance. In addition to the other liability
which shall accrue upon the breach of this covenant, the breaching party
(including, without limitation, any Derivative/Successor Person of such Borrower
who or that commences or prosecutes any such action, suit or other proceeding)
shall be liable to such Lender Released Party for all reasonable attorneys' fees
and costs incurred by such party in the defense of such action or suit.
The following terms shall have the following definitions when used in this
Section 9:
"Claims" shall mean any and all claims, counterclaims, action or actions,
cause or causes of action (including, without limitation, any relating in any
manner to any existing litigation), suits, obligations, controversies, debts,
liens, contracts, agreements, covenants, promises, liabilities, damages,
demands, compensation, losses, costs, judgments, orders, interest or expense
(including, without limitation, attorneys' fees and expenses) of any kind, type,
nature, character or description, including, without limitation, whether in law,
equity, or otherwise, whether now known or unknown, whether in contract or in
tort, whether choate or inchoate, whether contingent or vested, whether
liquidated or unliquidated, whether fixed or unfixed, whether matured or
unmatured, whether suspected or unsuspected, and whether or not concealed,
sealed, or hidden, of any Borrower or which may be asserted by any Borrower or,
through any Borrower, or otherwise on any Borrower's behalf (including, without
limitation, those which may be asserted on any derivative basis), which have
existed at any time on or prior to the date hereof, including, without
limitation, which relates or may relate in any manner whatsoever to any facts in
existence on or at any time prior to the date hereof.
"Derivative/Successor Person" shall mean, with respect to each Borrower,
any person or other entity (including, without limitation, any former, current,
or future employee, officer, agent, attorney, board member, shareholder, parent,
subsidiary, partnerships, joint venture, other affiliate, spouse, relative,
heir, beneficiary, legal representative, creditor, successor or assign) who or
that may assert or may attempt to assert any Claim by or otherwise belonging to
such Borrower, through such Borrower, or otherwise on behalf of such Borrower
(including, without limitation, on any derivative basis).
"Lender Released Parties" shall mean each of the Administrative Agent and
each Lender and each of its former, current, and/or future subsidiaries,
parents, partnerships, joint ventures, other affiliates, officers, directors,
employees, attorneys, financial consultants, agents, assigns, heirs, executors,
administrators, predecessors, successors and assigns.
SECTION 7. MISCELLANEOUS.
7.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an
amendment to the Credit Agreement, and the Credit Agreement, as amended hereby,
shall remain in full force and effect and is hereby ratified, approved and
confirmed in each and every respect. After the effectiveness of this Amendment
in accordance with its terms, all references to
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the Credit Agreement in the Loan Documents or in any other document, instrument,
agreement or writing shall be deemed to refer to the Credit Agreement as amended
hereby. Except as expressly set forth herein, the amendments provided herein
shall not by implication or otherwise limit, constitute a waiver of, or
otherwise affect the rights and remedies of the Lenders or the Administrative
Agent under the Credit Agreement or any other Loan Document, nor shall they
constitute a waiver of any Default or Event of Default, nor shall they alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document. Each of the amendments provided herein shall apply and be effective
only with respect to the provisions of the Credit Agreement specifically
referred to by such amendments and only to the extent (and for the period)
specifically referred to in such amendments. Except as expressly amended herein,
the Credit Agreement and the other Loan Documents shall continue in full force
and effect in accordance with the provisions thereof. As used in the Credit
Agreement, the terms "Agreement", "herein", "hereinafter", "hereunder", "hereto"
and words of similar import shall mean, from and after the date hereof, the
Credit Agreement.
7.2 Payment of Costs and Expenses. The Borrowers, jointly and severally,
agree to pay on demand all expenses of the Administrative Agent (including the
fees and out-of-pocket expenses of counsel to the Administrative Agent) in
connection with the negotiation, preparation, execution and delivery of this
Amendment.
7.3 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.
7.4 Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this
Amendment or any provisions hereof.
7.5 Execution in Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
7.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
7.7 Successors and Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns. This Agreement is solely for the benefit of the parties hereto, and, no
provision of this Agreement shall be deemed to confer upon any third parties
(including, without limitation, any other creditors or parties in interest
(including equity holders) of the Borrowers) any claim, remedy, liability,
reimbursement, cause of action or other right.
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7.8 Integration. This Agreement represents the agreement of the Borrowers,
the Administrative Agent and each of the Lenders signatory hereto with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.
7.9 Instrument Pursuant To Credit Agreement. This Agreement is a Loan
Document executed pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions of the Credit Agreement. WITHOUT LIMITING THE
FOREGOING, THE WAIVER OF JURY TRIAL SET FORTH IN THE CREDIT AGREEMENT SHALL BE
APPLICABLE HERETO.
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of
the date first set forth above.
SCOTTISH ANNUITY & LIFE INSURANCE
COMPANY (CAYMAN) LTD.
By: /s/ Paul Goldean
-----------------------------------
Name: Paul Goldean
Title: Director
S-1 SALIC AMENDMENT
SCOTTISH RE (DUBLIN) LIMITED
By: Scottish Annuity & Life Insurance
Company (Cayman) Ltd, as Agent
By: /s/ Paul Goldean
-----------------------------------
Name: Paul Goldean
Title: Director
S-2 SALIC AMENDMENT
SCOTTISH RE (U.S.), INC
By: Scottish Annuity & Life Insurance
Company (Cayman) Ltd, as Agent
By: /s/ Paul Goldean
-----------------------------------
Name: Paul Goldean
Title: Director
S-3 SALIC AMENDMENT
SCOTTISH RE LIMITED
By: Scottish Annuity & Life Insurance
Company (Cayman) Ltd, as Agent
By: /s/ Paul Goldean
-----------------------------------
Name: Paul Goldean
Title: Director
S-4 SALIC AMENDMENT
BANK OF AMERICA, N.A., as Administrative
Agent, Lender and L/C Issuer
By: /s/ John W. Woodiel III
-----------------------------------
Name: John W. Woodiel III
Title: Senior Vice President
S-5 SALIC AMENDMENT
ABN AMRO BANK N.V.
By: /s/ David W. Stack
-----------------------------------
Name: David W. Stack
Title: Senior Vice President
By: /s/ Steven C. Wimpenny
-----------------------------------
Name: Steven C. Wimpenny
Title: Group Senior Vice President
S-6 SALIC AMENDMENT
THE BANK OF NEW YORK
By: /s/ Edward J. DeSalvio
-----------------------------------
Name: Edward J. DeSalvio
Title: Vice President
S-7 SALIC AMENDMENT
BAYERISCHE HYPO UND VEREINSBANK AG,
NEW YORK BRANCH
By: /s/ Michael F. Davis
-----------------------------------
Name: Michael F. Davis
Title: Director
By: /s/ Stephen R. Lueker
-----------------------------------
Name: Stephen R. Lueker
Title: Director
S-8 SALIC AMENDMENT
BEAR STEARNS CORPORATE LENDING INC.,
as Lender and Syndication Agent
By: /s/ Victor Bulzacchelli
-----------------------------------
Name: Victor Bulzacchelli
Title: Vice President
S-9 SALIC AMENDMENT
BNP PARIBAS
By: /s/ Laurent Vanderzyppe
-----------------------------------
Name: Laurent Vanderzyppe
Title: Managing Director
By: /s/ Phil Truesdale
-----------------------------------
Name: Phil Truesdale
Title: Managing Director
S-10 SALIC AMENDMENT
COMERICA BANK
By: /s/ Chatphet Saipetch
-----------------------------------
Name: Chatphet Saipetch
Title: Vice President
S-11 SALIC AMENDMENT
GREENWICH CAPITAL MARKETS, INC., as
agent for The Royal Bank of Scotland plc
By: /s/ George Urban
-----------------------------------
Name: George Urban
Title: VP
S-12 SALIC AMENDMENT
HSBC BANK USA, NATIONAL ASSOCIATION, as
Lender and Syndication Agent
By: /s/ Dennis Cogan
-----------------------------------
Name: Dennis Cogan
Title: Senior Vice President
S-13 SALIC AMENDMENT
JPMORGAN CHASE BANK, N.A.
By: /s/ Erin O'Rourke
-----------------------------------
Name: Erin O'Rourke
Title: Vice President
S-14 SALIC AMENDMENT
UBS LOAN FINANCE LLC
By: /s/ Richard L. Tavrow
-----------------------------------
Name: Richard L. Tavrow
Title: Director, Banking Product
Services, US
By: /s/ Irja R. Otsa
----------------------------------
Name: Irja R. Otsa
Title: Associate Director, Banking
Products Services, US
S-15 SALIC AMENDMENT
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Lender and Syndication Agent
By: /s/ Helen F. Wessling
-----------------------------------
Name: Helen F. Wessling
Title: Managing Director
S-16 SALIC AMENDMENT
Exhibit A to First Amendment
EXHIBIT A
IRREVOCABLE LETTER OF CREDIT NUMBER ________ ________, 2006
ADVISING BANK:
Bank of America, N.A.
Trade Services Dept., Standby Unit
One Fleet Way
Scranton, PA 188507
BENEFICIARY:
Bank of America, N.A.
901 Main Street
Mail Code: TX1-492-66-01
Dallas, TX 75202-3714
Ladies and Gentlemen:
We, [Issuing Bank] (the "Bank"), hereby issue in favor of Bank of America, N.A.,
as Beneficiary, our Irrevocable Letter of Credit No. ________, effective
immediately, for account of [Scottish Annuity & Life Insurance Company (Cayman)
Ltd./Scottish Re Limited]/1 (as such amount may be reduced from time to time as
provided herein (the "Stated Amount").
This Letter of Credit is issued in support of those certain Standby Letters of
Credit as listed on Schedule 1 attached hereto in an amount not to exceed U.S.
Dollars ________________ (USD ________) and additionally fees, expenses and
interest in an amount not to exceed U.S. Dollars _____________________ (USD
________).
The Stated Amount is available to you hereunder in immediately available funds
against presentation to us at our office located at
_______________________________, Attention: _____________ of your appropriately
completed drawing certificate in the form of Exhibit A attached hereto.
Your drawing and reduction Certificates may be presented hereunder by facsimile
transmission fax no.: ________ and originally by overnight courier.
If a drawing is received by the Bank at or prior to 11:00 a.m., New York City
time, on a Business Day and provided that such drawing conforms to the terms and
conditions hereof, payment of the drawing amount shall be made to Beneficiary in
immediately available funds on the same Business Day. If a drawing is received
by the Bank after 11:00 a.m., New York City time, on a Business Day, and
provided that such drawing conforms to the terms and conditions hereof, payment
of the drawing amount shall be made to Beneficiary in immediately available
funds on the next following Business Day.
______________
1/ Need to determine if Issuing Bank will issue one letter of credit covering
both the SALIC and Scottish Re Limited letters of credit or will issue a
separate letter of credit for each.
Exhibit A to First Amendment
If a demand for payment made hereunder by Beneficiary does not conform to the
terms and conditions of this Letter of Credit, we shall give Beneficiary prompt
notice that the demand for payment was not made in accordance with the terms and
conditions of this Letter of Credit, stating the reasons therefore and that we
will return same to Beneficiary. Upon being notified of a non-conforming demand,
Beneficiary may attempt to correct such demand to the extent that they are
entitled to do so.
The Stated Amount shall be reduced permanently by the amount of each drawing
honored by us.
It is a condition of this Letter of Credit that, upon our receipt of an
appropriately completed reduction certificate from Beneficiary in the form of
Exhibit B attached hereto, the Stated Amount shall be reduced by the amount set
forth in such certificate effective with the date of its receipt by us in good
order.
As used herein, the term Beneficiary shall mean Bank of America, N.A. or any
successor by operation of law to Bank of America, N.A.
As used in this Letter of Credit "Business Day" shall mean any day other than a
Saturday, Sunday or a day on which banking institutions in New York City are
required or authorized to close.
This Letter of Credit shall expire at our office located at
______________________, Attention: _________________ with our close of business
on [October 16, 2007/February 1, 2007]/2 (the "Expiration Date"), unless
extended as provided for below.
Notwithstanding any reference in this Letter of Credit to other documents,
instruments or agreements or references in such other documents, instruments or
agreements to this Letter of Credit, this Letter of Credit sets forth in full
the terms of our undertaking any such documents, instruments or agreements shall
not be deemed incorporated herein by such reference.
Except as otherwise expressly stated herein, this Letter of Credit is issued
subject to the International Standby Practices - ISP98, International Chamber of
Commerce Publication Number 590 (the "ISP98"). This Letter of Credit shall be
deemed to be a contract made under the laws of the State of New York and shall,
as to matters not governed by ISP98, be governed by and construed in accordance
with the laws of the State of New York. If this Letter of Credit expires on a
Business Day on which we are closed as described in Rule 3.14 of ISP98, the Bank
hereby specifically agrees to effect payment if this Letter of Credit is drawn
against within 30 (thirty) days after the reopening of our business.
We hereby agree with you that any drawing certificate drawn under and in
compliance with the terms of this Letter of Credit will be duly honored by us on
due presentation to us.
______________
2/ If the back-up letter of credit supports both SALIC and Scottish Re Limited
letters of credit, the 10/16/07 date will be used, otherwise, the SALIC back up
letter of credit should use the 2/1/07 expiry date and the Scottish Re Limited
back up letter of credit should use the 10/16/07 expiry date.
Exhibit A to First Amendment
Communications to us regarding this Letter of Credit must be in writing and must
be addressed to us at _______________________________, Attention: ___________
specifically referring therein to this Letter of Credit by its number.
Very truly yours,
[ISSUING BANK]
----------------------------------------
Exhibit A to First Amendment
Exhibit A to Letter of Credit Number ________
Drawing Certificate
To: [Issuing Bank]
Address
Attention:_________________________
Re: Your Letter of Credit No. ________
Ladies and Gentlemen:
The undersigned, a duly authorized officer of Bank of America, N.A. hereby
certifies to [Issuing Bank] (the "Bank") with reference to [Issuing Bank's]
Irrevocable Letter of Credit No. _________ (the "Letter of Credit") that:
(1) Demand is hereby made on [Issuing Bank] under the Letter of Credit for
payment of U.S.$[amount to be inserted] which amount does not exceed the
Stated Amount available to be drawn under the Letter of Credit; and
(2) The amount demanded is to reimburse Beneficiary for a drawing presented in
compliance with the terms of its Standby Letter(s) of Credit No. [insert
Letter of Credit number(s) from list in attached Schedule 1] [which has not
otherwise been reimbursed to Beneficiary by ______________________];
or
(3) The amount demanded is to reimburse Beneficiary for certain fees, expenses
and/or interest which are due and unpaid as of the date hereof under
Standby Letter of Credit Number(s) [insert Letter of Credit Number from
list in attached Schedule 1] issued on behalf of [Scottish Annuity & Life
Insurance Company (Cayman) Ltd./Scottish Re Limited].
Payment of this demand is required to be made in immediately available
funds, by wire transfer, to Beneficiary in accordance with the following
payment instructions.
IN WITNESS WHEREOF, Beneficiary has executed and delivered this Certificate as
of the ________ day of ________, 20__.
Very truly yours,
BANK OF AMERICA, N.A.
By:_____________________________________
Name:___________________________________
Title:__________________________________
Exhibit A to First Amendment
Exhibit B to Letter of Credit Number ________
Reduction Certificate
To: [Issuing Bank]
Address
Attention:_________________________
Re: Your Letter of Credit No:________
Ladies and Gentlemen:
The undersigned, a duly authorized officer of Bank of America, N.A. (the
"Beneficiary") of the captioned Letter of Credit (the "Letter of Credit"),
hereby certifies to [Issuing Bank] (the "Bank") with reference to the Letter of
Credit that:
(1) Beneficiary's Standby Letter of Credit No. [insert Letter of Credit Number
from list in attached Schedule 1], as listed on Schedule 1 of your Letter
of Credit, has been returned for cancellation and has been terminated; or
(2) Beneficiary's Standby Letter of Credit No. [insert Letter of Credit Number
from list in attached Schedule 1] has expired, has been cancelled or has
been reduced, from our records; or
(3) Beneficiary has received payment of fees and expenses and/or Interest
previously billed or charged to [Scottish Annuity & Life Insurance Company
(Cayman) Ltd./Scottish Re Limited] under Beneficiary's Standby Letter of
Credit Numbers as listed in Attached Schedule 1 of your Letter of Credit.
[Insert name of Issuing Bank] is hereby instructed and authorized to reduce the
captioned Letter of Credit by the amount of U.S.$[insert dollar amount] being
U.S.$[insert dollar amount] for Standby Letter(s) of Credit and/or U.S.$[insert
dollar amount] for fees and expenses and/or Interest.
IN WITNESS WHEREOF, Beneficiary has executed and delivered this Certificate as
of the ____ day of ________, 20__.
Very truly yours,
BANK OF AMERICA, N.A.
By:_____________________________________
Name:___________________________________
Title:__________________________________
Exhibit A to First Amendment
Schedule 1 to Letter of Credit Number ________
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Schedule of Outstanding Standby Letters of Credit
- ----------------------------------------------------------------------------------------------------------------------
Bank of America L/C No. Amount Outstanding Expiration Date Beneficiary
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Exh. A-1