Exhibit 10.14.4
EXECUTION COUNTERPART
AMENDMENT NO. 3 TO CREDIT AGREEMENT (5-YEAR)
AMENDMENT NO. 3 dated as of February 25, 2000, between MID OCEAN
LIMITED, a corporation duly organized and validly existing under the laws of the
Cayman Islands (the "Company"); each of the other Obligors identified under the
caption "OBLIGORS" on the signature pages hereto; each of the lenders that is a
signatory hereto (individually, a "Bank" and, collectively, the "Banks"); and
THE CHASE MANHATTAN BANK, as administrative agent for the Banks (in such
capacity, together with its successors in such capacity, the "Administrative
Agent").
The Company, the Banks and the Administrative Agent are parties to a
Credit Agreement (5-Year) dated as of September 2, 1997, as amended by Amendment
No. 1 dated as of August 5, 1998 and Amendment No. 2 dated as of June 30, 1999
(the "Credit Agreement"), providing, subject to the terms and conditions
thereof, for loans to be made by said Banks to the Borrowers in an aggregate
principal amount not exceeding $100,000,000. The Obligors, the Banks and the
Administrative Agent wish to amend the Credit Agreement in certain respects and
accordingly the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 3, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Effective as of the Amendment Date as
provided in Section 4 below, the Credit Agreement is hereby amended as follows:
2.01. References in the Credit Agreement (including references to
the Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed
to be references to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement is hereby amended by
adding the following new definition and inserting the same in the appropriate
alphabetical location as follows:
"Asset Accumulation Lien" means a Lien on amounts received, and on
actual or 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 Obligor's or any of their
Subsidiary's business as an insurance or reinsurance company or corporate
member of The Council 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
Amendment No. 3 to Credit Agreement (5-Year)
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secure Indebtedness and any Lien which secures Indebtedness shall not be
an Asset Accumulation Lien.
"Consolidated Net Worth" shall mean, at any time, the consolidated
stockholders' equity of a Borrower and its consolidated Subsidiaries.
2.03. Section 8.01 of the Credit 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 (b) of this
Section 8.01, 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 8.01 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."
2.04. Section 8.05 of the Credit Agreement is hereby amended by
relettering clause (k) thereof as clause (l) and adding a new clause (k)
to read as follows:
"(k) Asset Accumulation Liens; and"
2.05. Clause (b) of Section 8.06 of the Credit Agreement is hereby
amended to read in its entirety as follows:
"(b) 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 to 1 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)."
Amendment No. 3 to Credit Agreement (5-Year)
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Section 3. Representations and Warranties. Each Obligor hereby
represents and warrants to the Administrative Agent and the Banks that (i) the
representations and warranties set forth in Section 7 of the Credit Agreement
are, both on the date hereof and as of the Amendment Date (as defined in Section
4 below), true and complete as if made on each such date (and after giving
effect to this Amendment No. 3) and as if each reference in said Section 7 to
"this Agreement" includes reference to this Amendment No. 3 and (ii) both
immediately prior to and as of the date hereof, no Default has occurred and is
continuing.
Section 4. Condition Precedent. The amendments to the Credit
Agreement under Section 2 above shall become effective upon the execution and
delivery of this Amendment No. 3 to the Administrative Agent (the "Amendment
Date").
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 3 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 3 by signing any such counterpart. This
Amendment No. 3 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No. 3 to Credit Agreement (5-Year)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 3 to be duly executed and delivered as of the day and year first above
written.
OBLIGORS
MID OCEAN LIMITED
as Borrower and as Guarantor
By /s/ H.C.V. Keeling
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Title: President
XL CAPITAL LTD
as Borrower and as Guarantor
By /s/ Brian M. O'Hara
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Title: President & CEO
XL INSURANCE LTD
as Borrower and as Guarantor
By /s/ Christopher Coelho
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Title: Chief Financial Officer
XL MID OCEAN REINSURANCE LTD
as Borrower and as Guarantor
By /s/ H.C.V. Keeling
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Title: President & CEO
Amendment No. 3 to Credit Agreement (5-Year)
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BANKS
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By /s/ Donald Rands
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Title: Vice President
CITIBANK N.A.
By /s/ Michael Taylor
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Title: Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN
ISLANDS BRANCHES
By /s/ John S. McGill
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Title: Director
By /s/ Alan Krouk
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Title: Assistant Vice President
MELLON BANK, N.A.
By /s/ Karla Maloof
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Title: Vice President
ROYAL BANK OF CANADA
By /s/ Y.J. Bernard
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Title: Manager
Amendment No. 3 to Credit Agreement (5-Year)
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THE BANK OF BERMUDA LIMITED
By /s/
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Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Sebastian Rocco
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Title: Senior Vice President
STATE STREET BANK AND TRUST COMPANY
By /s/
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Title: Vice President
BANQUE NATIONALE DE PARIS
By /s/ Phil Truesdale
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Title: Vice President
By /s/
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Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ John Hopmans
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Title: Managing Director
Amendment No. 3 to Credit Agreement (5-Year)