Exhibit 10.14.27
02.24.00 [Unsecured LC Agreement]
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 and XL Mid Ocean Reinsurance Ltd (collectively,
the "XL Parties"), MELLON BANK, N.A., DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN
ISLANDS BRANCHES, FIRST UNION NATIONAL BANK, FLEET NATIONAL BANK and BANK ONE,
NA (MAIN OFFICE CHICAGO) as Issuing Banks (the "Issuing Banks") and MELLON BANK,
N.A., as Agent (the "Agent").
W I T N E S S E T H:
WHEREAS, the XL Parties, the Issuing Banks and the Agent are parties
to a Letter of Credit Facility and Reimbursement Agreement, dated as of December
30, 1999 (the "Reimbursement Agreement"), pursuant to which the Issuing Banks
have agreed, on the terms and subject to the conditions described therein, to
extend credit to certain of the XL Parties by issuing letters of credit for the
account of such XL Parties; and
WHEREAS, the XL Parties have requested the Issuing Banks to make
certain additional changes to the Reimbursement Agreement;
WHEREAS, the Issuing 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) 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.
(b) 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
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(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.
(c) Section 6.03 of the Reimbursement Agreement is hereby amended by
deleting the period at the end of paragraph (f) thereof and replacing it
with the phrase "; or" and by adding at the end of such Section a new
paragraph (g) to read as follows:
(g) Asset Accumulation Liens.
(d) 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. Conditions to Effectiveness. This First Amendment shall
become effective upon the execution and delivery hereof by the XL Parties, the
Required Issuing Banks and the Agent.
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SECTION 3. 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 4. 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 5. 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
--------------------------
(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 C.V. Keeling
--------------------------
(Signature)
Name: Henry C.V. Keeling
------------------------
Title: President
-----------------------
XL CAPITAL LTD, as a Guarantor
By: /s/ Brian M. O'Hara
--------------------------
(Signature)
Name: Brian M. O'Hara
------------------------
Title: President & CEO
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MELLON BANK, N.A., as an Issuing Bank and as Agent
By: /s/ Karla Maloof
--------------------------
(Signature)
Name: Karla Maloof
------------------------
Title: Vice President
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DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCHES,
as an Issuing Bank
By: /s/ John S. McGill
--------------------------
(Signature)
Name: John S. McGill
------------------------
Title: Director
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By: /s/ Alan Krouk
--------------------------
(Signature)
Name: Alan Krouk
------------------------
Title: Assitant Vice President
-----------------------
FIRST UNION NATIONAL BANK, as an Issuing Bank
By: /s/ Robert C. Mayer, Jr.
-------------------------
(Signature)
Name: Robert C. Mayer, Jr.
--------------------
Title: Senior Vice President
--------------------
FLEET NATIONAL BANK, as an Issuing Bank
By: /s/ Anson Harris
--------------------------
(Signature)
Name: Anson Harris
------------------------
Title: Vice President
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BANK ONE, NA (MAIN OFFICE CHICAGO), as an Issuing Bank
By: /s/ Gretchen Roetzer
--------------------------
(Signature)
Name: Gretchen Roetzer
------------------------
Title: Corporate Banking Officer
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