EXHIBIT 10.7
SECOND AMENDMENT TO CREDIT AGREEMENTS
This Second Amendment dated as of March 15, 2000 amends (i) the
$2,050,000,000 Credit Agreement dated as of June 11, 1999, as amended as of
November 16, 1999, among ACE INA Holdings Inc. ("ACE INA"), ACE Limited
("Parent"), certain subsidiary guarantors, various lenders, Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("ML&Co."), as Lead Arranger and
Syndication Agent, and Morgan Guaranty Trust Company of New York ("MGT"),
as Administrative Agent, (ii) the $750,000,000 Credit Agreement dated as of
June 11, 1999, as amended as of November 16, 1999, among Parent, ACE
Bermuda Insurance Ltd. ("ACE Bermuda"), Tempest Reinsurance Company Limited
("Tempest"), ACE INA, ML&Co., as Lead Arranger and Syndication Agent, and
MGT, as Administrative Agent, and (iii) the $250,000,000 Credit Agreement
dated as of June 11, 1999, as amended as of November 16, 1999, among
Parent, ACE Bermuda, Tempest, ACE INA, Mellon Bank, as Issuing Bank,
ML&Co., as Lead Arranger and Syndication Agent, and MGT, as Administrative
Agent (collectively the "Agreements").
Parent and the Required Lenders (as defined in each of the
Agreements) and, in the case of the Agreement referred to in clause (i) of
the preceding paragraph (the "ACE INA Agreement"), ACE INA hereby agree
that each of the Agreements shall be amended as follows:
1. Section 1.01 of each of the Agreements is amended to add thereto
in the appropriate alphabetical position the following
definition:
"Securitization Transaction" means any sale,
assignment or other transfer by Parent or any Subsidiary
of any accounts receivable, premium finance loan
receivables, lease receivables or other payment
obligations owing to Parent 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 Parent or such Subsidiary supporting or securing
payment by the obligor thereon of, or otherwise related
to, any such receivables.
2. Section 5.01(h) of each of the Agreements is amended to read in its
entirety as follows:
(h) Transactions with Affiliates. Conduct, and
cause each of its Subsidiaries to conduct, all
transactions otherwise permitted under the Loan Documents
with any of their Affiliates (other than any such
transactions between Loan Parties or wholly-owned
Subsidiaries of Loan Parties) on terms that are fair and
reasonable and no less favorable than it would obtain in
a comparable arm's-length transaction with a Person not
an Affiliate.
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3. Section 5.02(a) of each of the Agreements is amended by deleting
the word "and" at the end of clause (xv) thereof, inserting ";
and" at the end of clause (xvi), and adding the following clause
(xvii) thereto:
(xvii) 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 shall not
exceed U.S.$250,000,000.
4. Section 5.02(e) of the ACE INA Agreement and Section 5.02(d) of
each of the other two Agreements is amended by deleting the word
"and" at the end of the clause (v) thereof, inserting "; and" at
the end of clause (vi) thereof, and adding the following clause
(vii) thereto:
(vii) 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
(together with the aggregate principal amount of any
other obligations secured by such Liens) shall not exceed
U.S.$250,000,000.
The foregoing amendment shall become effective with respect to
each Agreement on the date on which the Administrative Agent under and as
defined in such Agreement has received counterparts hereof (by facsimile or
otherwise) signed by the Parent, the Required Lenders under such Agreement
and, in the case of the ACE INA Agreement, ACE INA. Except as amended
hereby, each Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects.
This Second 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
Second Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed by their respective officers thereunto duly
authorized as of the date first above written.
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ACE LIMITED
The Common Seal of ACE Limited was
hereunto affixed in the presence of:
- ------------------------------------
Director
- ------------------------------------
Secretary
ACE INA HOLDINGS INC.
By: -------------------------------
Title:
MERRILL LYNCH CAPITAL CORPORATION
By:--------------------------------
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:--------------------------------
Title:
BANK OF AMERICA, N.A.
By:--------------------------------
Title:
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CHASE MANHATTAN BANK
By:--------------------------------
Title:
MELLON BANK, N.A.
By:--------------------------------
Title:
ABN-AMRO BANK N.V.
By:--------------------------------
Title:
BANCO SANTANDER CENTRAL HISPANO,
S.A.
By:--------------------------------
Title:
THE BANK OF NEW YORK
By:--------------------------------
Title:
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THE BANK OF NOVA SCOTIA
By:--------------------------------
Title:
BANK ONE, N.A. (MAIN OFFICE CHICAGO)
By:--------------------------------
Title:
BARCLAYS BANK PLC
By:--------------------------------
Title:
BANQUE NATIONALE DE PARIS
By:--------------------------------
Title:
By:--------------------------------
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
By:--------------------------------
Title:
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CIBC INC.
By:--------------------------------
Title:
CITIBANK, N.A.
By:--------------------------------
Title:
COMERICA BANK
By:--------------------------------
Title:
COMMERZBANK AKTIENGESELLSCHAFT
NEW YORK BRANCH
By:--------------------------------
Title:
By:--------------------------------
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:--------------------------------
Title:
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CREDIT SUISSE FIRST BOSTON
By:--------------------------------
Title:
By:--------------------------------
Title:
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By:--------------------------------
Title:
By:--------------------------------
Title:
FIRST UNION NATIONAL BANK
By:--------------------------------
Title:
FLEET NATIONAL BANK
By:--------------------------------
Title:
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ING BANK N.V., LONDON BRANCH
By:--------------------------------
Title:
By:--------------------------------
Title:
KBC BANK
By:--------------------------------
Title:
By:--------------------------------
Title:
LLOYDS TSB BANK PLC
By:--------------------------------
Title:
By:--------------------------------
Title:
ROYAL BANK OF CANADA
By:--------------------------------
Title
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SOCIETE GENERALE
By:--------------------------------
Title:
STATE STREET BANK AND TRUST
COMPANY
By:--------------------------------
Title:
STANDARD CHARTERED BANK
By:--------------------------------
Title:
By:--------------------------------
Title:
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