Exhibit 10.14.11
SECOND AMENDMENT TO SHORT TERM REVOLVING CREDIT AGREEMENT
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THIS SECOND AMENDMENT TO SHORT TERM REVOLVING CREDIT AGREEMENT, dated
as of May 13, 1998 (this "Amendment"), by and among X.L. Insurance Company, Ltd.
and X.L. Global Reinsurance Company, Ltd. (formerly known as X.L. Reinsurance
Company, Ltd.) (the "Borrowers"), X.L. Insurance Company, Ltd. and EXEL
Acquisition Ltd. (the "Guarantors"), MELLON BANK, N.A., (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 Borrower, the Guarantors, the Banks, and the Agent are
parties to a Short Term Revolving Credit Agreement, dated as of June 6, 1997 and
amended as of November 5, 1997 (as so amended, 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 Borrowers and the Banks wish to make certain changes to
the Credit Agreement; 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. AMENDMENT TO CREDIT AGREEMENT. Section 2.04(b) of the
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Credit Agreement is hereby amended to read in its entirety as follows:
(b) Applicable Margin. "Applicable Margin" for any day shall mean
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0.200% plus the Utilization Rate for such day. "Utilization Rate" shall
mean (x) 0.050% for any day on which the aggregate outstanding principal
amount of all Loans under this Agreement exceeds 66% of the sum of the
Committed Amounts of all Banks on such day, (y) 0.025% for any day on which
the aggregate outstanding principal amount of all Loans under this
Agreement exceeds 33%, but is equal to or less than 66%, of the sum of the
Committed Amounts of all Banks on such day and (z) zero for each other day.
SECTION 2. CONFIRMATION OF EXTENSION OF EXPIRATION DATE. By their
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execution hereof, the Banks hereby confirm that the Expiration Date under and as
defined in the Credit Agreement has been extended to May 5, 1999,
notwithstanding the fact that not all of the Banks had consented to such
extension in writing by May 6, 1998 (which was the "Reset Date" in 1998, as used
in Section 2.13 of the Credit Agreement).
SECTION 3. EFFECT OF AMENDMENT. The amendment made in Section 1 of
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the Agreement shall be effective as of June 6, 1998. 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.
SECTION 4. GOVERNING LAW. This Amendment shall be deemed to be a
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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
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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.
X.L. INSURANCE COMPANY, LTD.
as a Borrower and as a Guarantor
By:__________________________________
Title:_______________________________
X.L. GLOBAL REINSURANCE COMPANY, LTD. (formerly
known as X.L. Reinsurance Company, Ltd.,
as a Borrower
By:__________________________________
Title:_______________________________
EXEL ACQUISITION LTD.,
as a Guarantor
By:__________________________________
Title:_______________________________
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MELLON BANK, N.A., as a Bank
and as Agent
By:__________________________________
Title:_______________________________
BANK OF TOKYO - MITSUBISHI LTD.,
as a Bank
By:__________________________________
Title:_______________________________
DEUTSCHE BANK AG, NEW YORK OR CAYMAN ISLANDS
BRANCHES,
as a Bank
By:__________________________________
Title:_______________________________
By:__________________________________
Title:_______________________________
THE BANK OF NOVA SCOTIA,
as a Bank
By:__________________________________
Title:_______________________________
THE CHASE MANHATTAN BANK,
as a Bank
By:__________________________________
Title:_______________________________
THE BANK OF BERMUDA LIMITED,
as a Bank
By:__________________________________
Title:_______________________________
ROYAL BANK OF CANADA,
as a Bank
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By:__________________________________
Title:_______________________________
BANQUE NATIONALE DE PARIS,
as a Bank
By:__________________________________
Title:_______________________________
By:__________________________________
Title:_______________________________
BANK OF AMERICA NT&SA,
as a Bank
By:__________________________________
Title:_______________________________
CREDIT LYONNAIS,
as a Bank
By:__________________________________
Title:_______________________________
By:__________________________________
Title:_______________________________
BANK AUSTRIA AKTIENGESELLSCHAFT,
as a Bank
By:__________________________________
Title:_______________________________
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