EXHIBIT 10.8
AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT
This Amendment dated as of March 15, 2000 amends the
(pound)290,000,000 Letter of Credit Facility Agreement dated November __,
1999 (the "Agreement") between ACE Limited (the "Account Party"), ACE
Bermuda Insurance Ltd., as guarantor (the "Guarantor"), various banks (the
"Banks"), Citibank, N.A., as arranger, Barclays Bank plc and ING Barings,
as co-arrangers, and Citibank International plc, as agent (the "Agent") and
trustee for the Banks.
The Account Party, the Guarantor, the Agent and the Banks hereby
agree that the Agreement shall be amended as follows:
1. Clause 1.1 of the Agreement is amended to add thereto in the
appropriate alphabetical position the following definition:
"Securitization Transaction" means any sale,
assignment or other transfer by the Account Party or any
Subsidiary of any accounts receivable, premium finance
loan receivables, lease receivables or other payment
obligations owing to the Account Party or such Subsidiary
or any interest in any of the foregoing, together in each
case with any collections and other proceeds thereof, any
collection or deposit accounts related thereto, and any
collateral, guaranties or other property or claims in
favor of the Account Party or such Subsidiary supporting
or securing payment by the obligor thereon of, or
otherwise related to, any such receivables.
2. Clause 15.9 of the Agreement is amended by deleting the word "and"
at the end of sub-clause 15.9.15, inserting "; and" at the end of
sub-clause 15.9.16, and adding the following sub-clause 15.9.17:
15.9.17 Liens arising in connection with Securitization
Transactions; provided that the aggregate
principal amount of the investment or claim held
at any time by all purchasers, assignees or
other transferees of (or of interests in)
receivables and other rights to payment in all
Securitization Transactions (toegther with the
aggregate principal amount of any other
obligations secured by such Liens) shall not
exceed U.S.$250,000,000.
The foregoing amendments shall become effective on the date on
which the Agent has received counterparts hereof (by facsimile or
otherwise) signed by the Account Party, the Guarantor, the Banks and the
Agent. Except as amended hereby, the Agreement shall remain in full force
and effect and is hereby ratified and confirmed in all respects.
-1-
This Amendment may be executed in any number of counterparts and
by the 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. This Amendment shall
be governed by, and construed in accordance with, English law.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of
the date first above written.
-2-
ACE LIMITED
The Common Seal of ACE Limited was
hereunto affixed in the presence of:
- ------------------------------------
Director
- ------------------------------------
Secretary
ACE BERMUDA INSURANCE LTD.
The Common Seal of ACE Bermuda
Insurance Ltd. was
hereunto affixed in the presence of:
- -----------------------------------
Director
- -----------------------------------
Secretary
CITIBANK INTERNATIONAL
By:-------------------------------
Title:----------------------------
CITIBANK, N.A.
By:-------------------------------
Title:----------------------------
BARCLAYS BANK PLC
-3-
By:-------------------------------
Title:----------------------------
ING BANK N.V., LONDON BRANCH
By:-------------------------------
Title:----------------------------
ABN AMRO BANK N.V., LONDON BRANCH
By:-------------------------------
Title:----------------------------
NATIONAL WESTMINSTER BANK PLC
By:-------------------------------
Title:----------------------------
CREDIT LYONNAIS NEW YORK BRANCH
By:-------------------------------
Title:----------------------------
-4-