Exhibit 10.14.30
[Letterhead of ING Barings]
AMENDMENT NO. 1
AMENDMENT NO. 1, dated as of February 25, 2000 (this "Agreement") is
made by and among XL Capital Ltd, XL Insurance Ltd and XL Mid Ocean Reinsurance
Ltd (the "Account Parties") and ING Bank N.V. London Branch, as issuing bank
(the "Bank") under the letter of credit facility referred to below.
W I T N E S S E T H:
WHEREAS, the Account Parties and the Bank are parties to a Letter of
Credit facility, dated as of December 17, 1999 (the "Facility"), pursuant to
which the Bank has agreed, on the terms and subject to the conditions described
therein, to make available an uncommitted letter of credit facility to the
Account Parties; and
WHEREAS, the Account Parties and the Bank desire to amend the
Facility as set forth below; and
WHEREAS, capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Facility;
NOW THEREFORE, in consideration of the premises and intending to be
legally bound hereby, the parties hereto agree as follows:
SECTION 1. Amendments.
1.1 Section 11.4 of the Facility is hereby amended (i) by deleting
the word "and" at the end of paragraph (e) thereof; (ii) by relettering the
existing paragraph (f) thereof as paragraph (g); and (iii) by inserting between
paragraph (e) thereof and the new paragraph (g) thereof a new paragraph (f) to
read as follows:
"(f) Asset Accumulation Liens (for the purposes of this Facility,
an "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 Account 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); and"
1.2 Section 11.6 of the Facility is hereby amended as follows:
(a) The second paragraph of Section 11.6 is hereby deleted and in
lieu thereof the following covenant is substituted:
"XL Capital Ltd shall 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 .35 at any time."
(b) The following paragraphs are hereby inserted immediately above
the last paragraph appearing in Section 11.6:
"For the purpose of this Facility "Consolidated Net Worth" means at
any time the consolidated stockholders' equity of XL Capital Ltd and its
Consolidated Subsidiaries."
"For the purpose of this Facility "Consolidated Subsidiaries" of a
person means at any time those Subsidiaries of such person the accounts of
which are consolidated with the accounts of such person in accordance with
generally accepted accounting principles in the United States of America."
"For the purpose of this Facility "Total Adjusted Funded Debt" means
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 Ltd or any of its
Consolidated Subsidiaries at such time (irrespective of whether the
beneficiary thereof is an affiliate)."
(c) Paragraph five, which contains the definition of Indebtedness,
is hereby amended by deleting from the first sentence thereof the words "clause
11.6" and replacing them with the word "Facility".
1.3 Section 11.7 is hereby amended by deleting the word
"indebtedness" in each of paragraphs (a) through (g), inclusive, and replacing
it in each paragraph with the word "Indebtedness".
1.4 Section 11 is hereby amended by adding Section 11.10 to read as
follows:
11.10 Information Regarding Asset Accumulation Liens
Within 100 days after the end of each fiscal year of the Account
Parties and within sixty days after the end of each of the first three
quarters of each fiscal year, the Account Parties shall deliver to the
Bank a statement, certified as true and correct by a principal financial
officer of XL Capital Ltd, setting forth on a consolidated basis for XL
Capital Ltd 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
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Liens 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."
SECTION 2. Effect. This Agreement shall become effective upon
execution and delivery hereof by the Bank and the Account Parties. This
Agreement shall not constitute a waiver or modification of any provision of the
Facility except the provisions specifically referred to in Section 1 hereof, and
then only to the extent specifically set forth in such Section 1 hereof.
SECTION 3. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with English Law.
SECTION 4. Counterparts. This Agreement 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
ING BANK N.V. LONDON
BRANCH, as Bank
/s/ /s/
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Authorized Signatory Authorized Signatory
ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:
XL CAPITAL LTD, as an Account Party
By: /s/ Brian M. O'Hara
---------------------------------
(Signature)
Name: Brian M. O'Hara
Title: President an Chief Executive Officer
XL INSURANCE LTD, as an Account Party
By: /s/ Christopher Coelho
---------------------------------
(Signature)
Name: Christopher Coelho
Title: Chief Financial Officer
XL MID OCEAN REINSURANCE LTD,
as an Account Party
By: /s/ H.C.V. Keeling
---------------------------------
(Signature)
Name: H.C.V. Keeling
Title: President
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