Exhibit 10.14.25
02.24.00
FIRST AMENDMENT TO LETTER OF CREDIT FACILITY
AND REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT FACILITY AND REIMBURSEMENT
AGREEMENT, dated as of February 25, 2000 (this "Amendment"), by and among XL
Insurance Ltd, XL Capital Ltd, XL EUROPE LTD (formerly know as XL Europe), XL
Mid Ocean Reinsurance Ltd, THE BROCKBANK GROUP Plc and XL INVESTMENTS LTD
(collectively, the "XL Parties"), MELLON BANK, N.A., as Issuing Bank (in such
capacity, the "Issuing Bank") and as Agent ( in such capacity, the "Agent"), and
the banks listed on the signature pages hereto (collectively, the "Banks").
W I T N E S S E T H:
WHEREAS, the XL Parties, the Banks, the Issuing Bank and the Agent
are parties to a Letter of Credit Facility and Reimbursement Agreement, dated as
of June 30, 1999 (the "Reimbursement Agreement"), pursuant to which the Banks
have agreed, on the terms and subject to the conditions described therein, to
extend credit to certain of the XL Parties by participating in letters of credit
issued for the account of such XL Parties by the Issuing Bank; and
WHEREAS, the XL Parties have requested the Banks to make certain
additional changes to the Reimbursement Agreement, including changes to permit
XL Europe to become a Grantor under the Pledge Agreement; and
WHEREAS, the Banks are willing to amend the Reimbursement Agreement
as set forth below; and
WHEREAS, capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Reimbursement Agreement;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1. Amendments to Reimbursement Agreement.
(a) The definition of the term "Custodian" appearing in Section 1.01
of the Reimbursement Agreement is hereby amended by inserting therein,
immediately after the phrase "as Custodian for" appearing therein, the phrase
"XL Europe,".
(b) The definition of the term "Pledge Agreement" appearing in
Section 1.01 of the Reimbursement Agreement is hereby amended by inserting
therein, immediately before the period at the end thereof, the phrase "including
by the First Amendment thereto adding XL Europe as a Grantor thereunder".
(c) Section 1.01 of the Reimbursement Agreement is hereby amended by
adding thereto, in appropriate alphabetical sequence, the following definitions:
"Asset Accumulation Lien" means a Lien on amounts
received, and on actual and imputed investment income on such
amounts received, relating and identified to specific
insurance payment liabilities or to liabilities arising in the
ordinary course of any Credit Party's or Subsidiary's business
as an insurance or reinsurance company or corporate member of
Lloyd's or as a provider of financial services or contracts,
or the proceeds thereof, in each case held in a segregated
trust or other account and securing such liabilities;
provided, that in no case shall an Asset Accumulation Lien
secure Indebtedness and any Lien which secures Indebtedness
shall not be an Asset Accumulation Lien.
"Total Adjusted Funded Debt" shall have the meaning
given that term in Section 6.06 hereof.
"XL Europe" shall mean XL Europe Ltd, a company
incorporated under the laws of Ireland and formerly known as
XL Europe.
(d) Section 3.07 of the Reimbursement Agreement is hereby amended by
inserting therein, immediately after the phrase "in the case of" appearing in
the first sentence thereof of, the phrase "XL Europe (from and after the date of
the First Amendment to the Pledge Agreement),".
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(e) Section 5.01 of the Reimbursement Agreement is hereby amended by
adding at the end thereof a new paragraph (j) thereof to read as follows:
(j) Information Regarding Asset Accumulation
Liens. At the time of furnishing each certificate furnished
pursuant to paragraph (c) of this Section 5.01, a statement,
certified as true and correct by a principal financial officer
of XL Capital, setting forth on a consolidated basis for XL
Capital and its consolidated Subsidiaries as of the end of the
fiscal year or quarter to which such certificate relates (A)
the aggregate book value of assets which are subject to Asset
Accumulation Liens and the aggregate book value of liabilities
which are secured by Asset Accumulation Liens (it being
understood that the reports required by paragraphs (a) and (b)
of this Section 5.01 shall satisfy the requirement of this
clause (A) of this paragraph (j) if such reports set forth
separately, in accordance with GAAP, line items corresponding
to such aggregate book values) and (B) a calculation showing
the portion of each of such aggregate amounts which portion is
attributable to transactions among wholly-owned Subsidiaries
of XL Capital.
(f) Section 6.03 of the Reimbursement Agreement is hereby amended by
deleting the period at the end of paragraph (g) thereof and replacing it
with the phrase "; or" and by adding at the end of such Section a new
paragraph (h) to read as follows:
(h) Asset Accumulation Liens.
(g) Section 7.01(k) of the Reimbursement Agreement is hereby amended
by inserting therein, immediately after the phrase "binding obligation of" the
second time it appears therein, the phrase "XL Europe,".
(h) Section 9.14(f) of the Reimbursement Agreement is hereby amended
by inserting therein, immediately after the phrase "release XL Investments or XL
Mid Ocean" appearing therein, the phrase "or XL Europe".
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(i) Section 6.06 of the Reimbursement Agreement is hereby amended as
follows:
6.06. Ratio of Total Adjusted Funded Debt to
Consolidated Capital. XL Capital will not permit its ratio of
(i) Total Adjusted Funded Debt to (ii) the sum of Total
Adjusted Funded Debt plus Consolidated Net Worth to be greater
than 0.35 at any time. As used herein, the term "Total
Adjusted Funded Debt" shall mean, at any time, the sum of (x)
Total Funded Debt at such time plus (y) the aggregate undrawn
face amount of all letters of credit (as to which
reimbursement obligations are not secured by marketable
securities with a value at least equal to the face amount of
such letters of credit) issued for the account of, or
guaranteed by, XL Capital or any of its Consolidated
Subsidiaries at such time (irrespective of whether the
beneficiary thereof is an Affiliate).
SECTION 2. Direction to enter into Amendments. The Required Banks
and the Issuing Bank hereby authorize and direct the Agent to enter into the
following amendments to Transaction Documents which are entered into by the
relevant Credit Parties: (i) an amendment to the Pledge Agreement whereby XL
Europe becomes a Grantor thereunder, whereby securities entitlements pledged by
XL Europe under the Pledge Agreement and otherwise meeting the requirements of
the Pledge Agreement shall be "Pledged Securities" under the Pledge Agreement
and whereby wording changes necessary to reflect three, rather than two,
Grantors under the Pledge Agreement are made, the effectiveness of such
amendment to be conditioned upon the satisfaction of conditions, to be stated in
such amendment, which are substantially similar to those applicable to XL
Investments and XL Mid Ocean as Grantors under the Pledge Agreement under
Section 4.01(a), 4.01(b)(i), 4.01(c), 4.01(d), 4.01(f) and 4.01(g) of the
Reimbursement Agreement and (ii) an amendment to one of the Custodian's
Acknowledgments referred to in the Pledge Agreement, or an additional
Custodian's Acknowledgement substantially in the form of the Custodian's
Acknowledgments referred to in the Pledge Agreement and previously delivered to
the Agent, covering custodial securities accounts maintained by XL Europe under
the Master Custody Agreement referred to in the Pledge Agreement.
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SECTION 3. Conditions to Effectiveness. This First Amendment shall
become effective upon the execution and delivery hereof by the XL Parties, the
Required Banks, the Issuing Bank and the Agent.
SECTION 4. Effect of Amendment. The Reimbursement Agreement, as
amended by this Amendment, is in all respects ratified, approved and confirmed
and shall, as so amended, remain in full force and effect.
SECTION 5. Governing Law. This Amendment shall be deemed to be a
contract under the laws of the Commonwealth of Pennsylvania and for all purposes
shall be governed by and construed and enforced in accordance with the laws of
said Commonwealth.
SECTION 6. Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
XL INSURANCE LTD, as an Account Party and a Guarantor
By: /s/ Clive R. Tobin
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(Signature)
Name: Clive R. Tobin
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Title: President
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XL MID OCEAN REINSURANCE LTD, as an Account Party and a Guarantor
By: /s/ Henry Keeling
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(Signature)
Name: H.C.V. Keeling
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Title: President
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XL EUROPE LTD, as an Account Party
By: /s/ J. Walker Rainey
---------------------------------
(Signature)
Name: J. Walker Rainey
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Title: Chief Financial Officer
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THE BROCKBANK GROUP Plc, as an Account Party
By: /s/ James T. Gerry
---------------------------------
(Signature)
Name: James T. Gerry
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Title: Director
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XL INVESTMENTS LTD, as a Guarantor
By: /s/ C.V. Greetham
---------------------------------
(Signature)
Name: C.V. Greetham
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Title: Senior V.P. & CEO
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XL CAPITAL LTD, as an Account Party and a Guarantor
By: /s/ Brian M. O'Hara
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(Signature)
Name: Brian M. O'Hara
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Title: President & CEO
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MELLON BANK, N.A., as a Bank, as Issuing Bank and as Agent
By: /s/ Karla Maloof
---------------------------------
(Signature)
Name: Karla Maloof
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Title: Vice President
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DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCHES
By: /s/ John S. McGill
---------------------------------
(Signature)
Name: John S. McGill
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Title: Director
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By: /s/ Alan Krouk
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(Signature)
Name: Alan Krouk
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Title: Assistant Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ John Hopmans
---------------------------------
(Signature)
Name: John Hopmans
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Title: Managing Director
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Sebastian Rocco
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(Signature)
Name: Sebastian Rocco
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Title: Senior Vice President
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BANK OF AMERICA, N.A.
By: /s/ Debra Basler
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(Signature)
Name: Debra Basler
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Title: Vice President
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THE BANK OF BERMUDA LIMITED
By: /s/H. Frost
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(Signature)
Name: H. Frost
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Title: Vice President
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BANQUE NATIONALE DE PARIS
By: /s/ Phil Truesdale
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(Signature)
Name: Phil Truesdale
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Title: Vice President
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By: /s/ Veronique Marcus
---------------------------------
(Signature)
Name: Veronique Marcus
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Title: Vice President
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FLEET NATIONAL BANK
By: /s/ Anson Harris
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(Signature)
Name: Anson Harris
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Title: Vice President
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ROYAL BANK OF CANADA
By: /s/ V. Abdelmessih
---------------------------------
(Signature)
Name: V. Abdelmessih
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Title: Senior Manager
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