Exhibit 10.46
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CONFORMED COPY
SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as
of September 26, 2001 (this "Amendment"), by and among XL Insurance Ltd, XL Re
Ltd (formerly known as 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:
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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, the Fourth Amendment thereto, dated as of June 30, 1999, the
Fifth Amendment thereto, dated as of February 25, 2000, and the Sixth Amendment
thereto, dated as of August 27, 2001, the "Credit Agreement"), pursuant to which
the Banks have agreed, on the terms and subject to the conditions described
therein, to make, and have made, Loans to the Borrowers; and
WHEREAS, the XL Parties have requested the Banks to make
certain additional changes to the Credit Agreement; and
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 6.06 of the Credit Agreement is hereby amended to
read in its entirety as follows:
6.06. CONSOLIDATED NET WORTH. XL Capital will not
permit its Consolidated Net Worth to be less than
$4,250,000,000 at any time.
(b) Section 3.05 of the Credit Agreement is hereby amended to
read in its entirety as follows:
3.05. NO ADVERSE CHANGES. Since November 30, 1996,
there has been no occurrence or event which has had a
Material Adverse Effect, except (insofar as clause (a) of
the definition of the term "Material Adverse Effect is
concerned) for losses caused by or relating to or arising
out of the terrorist events of September 11, 2001;
PROVIDED, however, that XL Capital remains in compliance
with Section 6.06.
SECTION 2. EFFECTIVENESS. This Amendment shall become
effective upon the satisfaction of the following conditions precedent: (i) this
Amendment shall have been executed and delivered by the XL Parties, the Agent
and the Required Banks and (ii) the Agent shall have received for the account of
each Bank which shall have consented to this Amendment (evidenced by receipt by
the Agent of an executed counterpart of this Amendment) an amendment fee in an
amount equal to 0.03% of the
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Committed Amount of such Bank. XL Capital agrees to pay such amendment fee to
each Bank which consents to this Amendment (so evidenced) whether the
counterpart of this Amendment signed by such Bank is received by the Agent
before or after this Amendment becomes effective.
SECTION 3. MISCELLANEOUS. The Credit 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. Nothing in this Amendment shall
constitute a waiver of any rights or remedies that the Banks or the Agent may
have under the Credit Agreement and nothing contained herein shall obligate the
Banks to grant any future waiver of any provision of the Credit Agreement. XL
Capital shall pay all reasonable expenses incurred by the Agent, including the
reasonable fees, charges and disbursements of Reed Smith LLP, counsel for the
Agent, in connection with the preparation, negotiation, execution and delivery
of this Amendment. 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.
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.
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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 a Borrower and as a Guarantor
By: /s/ CHRISTOPHER COELHO
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Title: SENIOR VICE PRESIDENT & CFO
XL RE LTD (formerly known as XL MID
OCEAN REINSURANCE LTD),
as a Borrower and as a Guarantor
By: /s/ HENRY KEELING
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Title: PRESIDENT & CEO
EXEL ACQUISITION LTD.,
as a Guarantor
By: /s/ BRIAN O'HARA
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Title: PRESIDENT
XL CAPITAL LTD, as a Borrower and
as a Guarantor
By: /s/ BRIAN 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 K. MALOOF
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Title: VICE PRESIDENT
BANK OF TOKYO - MITSUBISHI LTD.,
as a Bank
By:
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Title:
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DEUTSCHE BANK AG, NEW YORK OR
CAYMAN ISLANDS BRANCHES,
as a Bank
By: /s/ RUTH LEUNG
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Title: DIRECTOR
By: /s/ CLINTON M. JOHNSON
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Title: MANAGING DIRECTOR
THE BANK OF NOVA SCOTIA,
as a Bank
By: /s/ TODD MELLER
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Title: MANAGING DIRECTOR
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THE CHASE MANHATTAN BANK,
as a Bank
By: /s/ HELEN L. NEWCOMB
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Title: VICE PRESIDENT
THE BANK OF BERMUDA LIMITED,
as a Bank
By: /s/ A. KERRY DAVISON
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Title: V.P. CREDIT MANAGER,
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CORPORATE CASH MANAGEMENT
ROYAL BANK OF CANADA,
as a Bank
By:
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Title:
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BANQUE NATIONALE DE PARIS,
as a Bank
By:
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Title:
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By:
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Title:
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BANK OF AMERICA, N. A.,
as a Bank
By: /s/ DEBRA BASLER
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Title: VICE PRESIDENT
CREDIT LYONNAIS NEW YORK BRANCH,
as a Bank
By: /s/ KEN RICCIARDI
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Title: VICE PRESIDENT
By:
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Title:
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BAYERISCHE HYPO- UND VEREINSBANK AG,
Grand Cayman Branch, as a Bank
By: /s/ DEBRA LASKOWSKI
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Title: MANAGING DIRECTOR
By: /s/ MICHAEL F. DAVIS
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Title: DIRECTOR
FLEET NATIONAL BANK, as a Bank
By:
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Title:
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