Exhibit 10.14.21
02.24.00
FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of
February 25, 2000 (this "Amendment"), by and among XL Insurance Ltd, XL Mid
Ocean Reinsurance Ltd, EXEL Acquisition Ltd. and XL Capital Ltd, as Guarantors
and, except in the case of EXEL Acquisition, as Borrowers (the Guarantors and
the Borrowers being referred to herein collectively as the "XL Parties"), MELLON
BANK, N.A., as Agent (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, and the Agent are parties to a
Revolving Credit Agreement, dated as of June 6, 1997, (as amended by the First
Amendment thereto, dated as of November 5, 1997, the Second Amendment thereto,
dated as of August 3, 1998, the Third Amendment thereto, dated as of December 4,
1998 and the Fourth Amendment thereto, dated as of June 30, 1999, the "Credit
Agreement"), pursuant to which the Banks have agreed, on the terms and subject
to the conditions described therein, to make Loans to the Borrowers; and
WHEREAS, the XL Parties have requested the Banks to make certain
additional changes to the Credit Agreement;
WHEREAS, the Banks are willing to amend the Credit Agreement as set
forth below; and
WHEREAS, capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Credit 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 Credit Agreement.
(a) Section 1.01 of the Credit 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 Borrower'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 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 (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 Credit 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 Credit 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 Fifth Amendment shall
become effective upon the execution and delivery hereof by the XL Parties, the
Required Banks and the Agent.
SECTION 3. Effect of Amendment. The Credit Agreement, as amended by
this Amendment, is in all respects ratified,
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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.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
XL INSURANCE LTD
as Borrower and as Guarantor
By: /s/ Clive R. Tobin
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Title: President
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XL MID OCEAN REINSURANCE LTD,
as Borrower and as Guarantor
By: /s/ Henry C.V. Keeling
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Title: President
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EXEL ACQUISITION LTD.,
as a Guarantor
By: /s/ Brian M. O'Hara
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Title: Director
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XL CAPITAL LTD,
as Borrower and as Guarantor
By: /s/ Brian M. O'Hara
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Title: President & CEO
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MELLON BANK, N.A., as a Bank
and as Agent
By: /s/ Karla Maloof
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Title: Vice President
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BANK OF TOKYO - MITSUBISHI LTD.,
as a Bank
By: _____________________________________
Title: __________________________________
DEUTSCHE BANK AG, NEW YORK OR CAYMAN
ISLANDS BRANCHES,
as a Bank
By: /s/ John S. McGill
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Title: Director
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By: /s/ Alan Krouk
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Title: Assistant Vice President
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THE BANK OF NOVA SCOTIA,
as a Bank
By: /s/ John Hopmans
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Title: Managing Director
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THE CHASE MANHATTAN BANK,
as a Bank
By: /s/ Donald Rands
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Title: Vice President
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THE BANK OF BERMUDA LIMITED,
as a Bank
By: /s/
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Title: Vice President
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ROYAL BANK OF CANADA,
as a Bank
By: /s/
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Title: Senior Manager
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BANQUE NATIONALE DE PARIS,
as a Bank
By: /s/ Phil Truesdale
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Title: Vice President
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By: /s/ Veronique Marcus
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Title: Vice President
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BANK OF AMERICA, N.A.
as a Bank
By: /s/ Debra Basler
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Title: Vice President
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CREDIT LYONNAIS NEW YORK BRANCH,
as a Bank
By: /s/ Sebastian Rocco
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Title: Senior Vice President
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By: _____________________________________
Title: __________________________________
BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE,INC., as a Bank
By: _____________________________________
Title: __________________________________
By: _____________________________________
Title: __________________________________
FLEET NATIONAL BANK, as a Bank
By: /s/ Anson Harris
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Title: Vice President
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