Exhibit 4.16b
XL Capital Finance (Europe) Plc
January 7, 2002
IT WAS RESOLVED:
(A) that the Prospectus be and is hereby approved subject to such
modifications as may be agreed by any Director;
(B) that the issue of the Notes upon such terms and conditions as shall be
contained in the Transaction Documents be approved and that such Notes
be listed on the Luxembourg Stock Exchange;
(C) that the appointment of the State Street Bank and Trust Company as
Trustee and as principal paying agent and transfer agent and registrar
be and is hereby approved;
(D) that the appointment of the Deutsche Bank Luxembourg S.A. as the
Luxembourg Listing Agent and as paying and transfer agent in respect
of the Notes for the purpose of registering the transfer and ownership
of the Notes be and is hereby approved;
(F) that the Underwriting Agreement be and is hereby approved subject to
such modifications as may be agreed by any Director;
(G) the following terms and provisions which shall supplement or amend, as
the case may be, the terms and provisions of the Base Indenture be and
are hereby approved (said supplemented or amended, as the case may be,
terms and provisions and the Base Indenture are hereinafter
collectively referred to as the "Indenture" and each reference herein
to the "Indenture" is a reference to the Base Indenture as the same is
supplemented or amended, as the case may be, by the terms and
provisions of these resolutions):
(1) The title of the Securities shall be 6.50% Senior Notes due 2012
(capitalized terms not otherwise defined herein shall have the
meanings given to them in the Base Indenture);
(2) The aggregate principal amount at maturity of the Securities
which may be authenticated and delivered under the Indenture
shall be $600,000,000 (except for any Securities authenticated
and delivered upon registration of the transfer of, or in
exchange for, or in lieu of other Securities pursuant to the
terms of the Indenture); provided, however, that the Company from
time to time, without giving notice to or seeking the consent of
the Holders of the Securities, may issue additional senior notes
having the same ranking and the same interest rate, maturity and
other terms as the Securities, except for the issue price and the
issue date, pursuant to the Shelf Registration Statement and any
subsequent registration statement; any additional senior notes
having such similar terms, together with the Securities, will
constitute a single series of senior notes under the Indenture.
The Securities will be issued only in fully registered form
without coupons in
denominations of $1,000 and any whole multiple of $1,000.
(3) The principal amount of the Securities is due and payable in full
on January 15, 2012, subject to earlier redemption as referred to
in the Indenture.
(4) The Securities shall bear interest at the rate of 6.50% per annum
(computed on the basis of a 360-day year comprised of twelve
30-day months) from July 15, 2002 to maturity or early
redemption; and interest will be payable semi-annually on January
15 and July 15 of each year, commencing July 15, 2002, to the
persons in whose name such Securities were registered at the
close of business on the preceding January 1 or July 1 ,
respectively. The Securities may be sold to purchasers at a
discount to face value of 99.469% and may be sold to the Initial
Underwriters at a discount not to exceed 0.650% in the aggregate.
(5) Payment of principal of, premium, if any, Additional Amounts, if
any, and interest on the Securities will be fully guaranteed on
an unsecured, unsubordinated basis by the Guarantor. The
guarantee will be a direct and unconditional obligation of the
Guarantor, ranking equally and ratably in right of payment with
all other existing and future unsecured and unsubordinated
obligations of the Guarantor, other than obligations preferred by
law.
(6) The Securities will be redeemable, in whole at any time or in
part from time to time, at the Company's option, at a redemption
price equal to accrued and unpaid interest on the principal
amount being redeemed to the redemption date plus the greater of:
(A) 100% of the principal amount of the Securities to be
redeemed, and (B) the sum of the present values of the remaining
scheduled payments of principal and interest on the Securities to
be redeemed (not including any portion of such payments of
interest accrued to the date of redemption) discounted to the
date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury rate, plus 20
basis points.
As used in this Paragraph 6, the following terms shall have the
respective meanings set forth below:
"Treasury rate" means, with respect to any date of redemption,
the rate per year equal to the semi-annual equivalent yield to
maturity of the comparable Treasury issue, assuming a price for
the comparable Treasury issue (expressed as a percentage of its
principal amount) equal to the comparable Treasury price for such
date of redemption.
"Comparable Treasury issue" means the United States Treasury
security selected as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be
used, at the time of selection and under customary financial
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities.
"Comparable Treasury price" means, with respect to any date of
redemption, the
average of the reference Treasury dealer quotations for the date
of redemption, after excluding the highest and lowest reference
Treasury dealer quotations, or if the Trustee obtains fewer that
three reference Treasury dealer quotations, the average of all
reference Treasury dealer quotations.
"Reference Treasury dealers" means each of Salomon Smith Barney
Inc. and J.P. Morgan Securities Inc. and their respective
successors and any other primary Treasury dealer the Guarantor or
the Company selects. If any of the foregoing ceases to be a
primary U.S. government securities dealer in New York City, the
Guarantor or the Company must substitute another primary Treasury
dealer.
"Reference Treasury dealer quotations" means, with respect to
each reference Treasury dealer and any date of redemption, the
average, as determined by the Trustee, of the bid and asked
prices for the comparable Treasury issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by the reference Treasury dealer at 5:00 p.m., New York
City time, on the third business day before the date of
redemption.
Following any optional redemption, the Company will notify the
Luxembourg Stock Exchange of the results and publish a notice in
Luxembourg.
(7) Principal of and interest on the Securities shall be payable in
accordance with Section 307 of the Base Indenture.
(8) The Securities shall be entitled to the benefit of each of the
covenants in Article Ten of the Base Indenture and the following
additional covenant (which shall be deemed to be a provision of
the Indenture and, when referred to as a provision of the
Indenture, shall be identified by reference to the Section number
that is set forth immediately preceding the covenant):
SECTION 1010. Limitation on Liens on Stock of Designated
Subsidiaries. The Company and the Guarantor covenant that,
so long as any Securities are outstanding, the Guarantor
will not, nor will the Guarantor permit the Company or any
Designated Subsidiary to, create, assume, incur, guarantee
or otherwise permit to exist any indebtedness evidenced by
notes, debentures, bonds or similar instruments, which is
secured by any mortgage, pledge, lien, security interest or
other encumbrance upon any shares of Capital Stock of the
Guarantor, the Company or any Designated Subsidiary (whether
such shares of stock are now owned or hereafter acquired)
without effectively providing concurrently that the
Securities will be secured equally and ratably with such
indebtedness for at least the time period such other
indebtedness is so secured.
"Designated Subsidiary" means any present or future
consolidated subsidiary of the Guarantor that is a regulated
insurance company, the assets of which constitute at least
20% of the Guarantor's consolidated assets.
(9) Section 501 of the Base Indenture is amended to add the following
Sections 501(9)-(12):
"(9) default in the payment of any Additional Amounts payable
with respect to interest on any Securities, when such
Additional Amounts become due and payable, and continuance
of such default for a period of 30 days;
(10) default in the payment of any premium on any senior notes,
or any Additional Amounts payable with respect to any
principal of or premium on any Securities, when such premium
or Additional Amounts become due and payable either at
maturity, upon any redemption, by declaration of
acceleration or otherwise;
(11) default by the Company or the Guarantor in the payment when
due of the principal or premium, if any, of any bond,
debenture, note or other evidence of the Company's or the
Guarantor's indebtedness, in each case for money borrowed,
or in the payment of principal or premium, if any, under any
mortgage, indenture, agreement or instrument under which
there may be issued or by which there may be secured or
evidenced any indebtedness of the Company or the Guarantor
for money borrowed, which default for payment of principal
or premium, if any, is in an aggregate amount exceeding
$50,000,000 (or its equivalent in any other currency or
currencies) if such default shall continue unremedied or
unwaived for more than 30 days after the expiration of any
grace period or extension of the time for payment applicable
thereto; and
(12) default by the Company or the Guarantor under any instrument
or instruments under which there is or may be secured or
evidenced any of the Company's or the Guarantor's
indebtedness (other than the Securities) having an
outstanding principal amount of $50,000,000 (or its
equivalent in any other currency or currencies) or more,
individually or in the aggregate, that has caused the
holders thereof to declare such indebtedness to be due and
payable prior to its stated maturity, unless such
declaration has been rescinded within 30 days."
Section 501(1) of the Base Indenture shall be amended and
restated as follows:
"(1) default in the payment of any interest upon any
Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or"
Section 501 of the Base Indenture is amended to add the following
paragraph thereto:
"Each of the Company and the Guarantor shall deliver to the
Trustee, within 30 days after occurrence thereof, written
notice of any Event of Default or any event which, after
notice or lapse of time or both, would constitute an Event
of Default."
(10) Section 404 of the Base Indenture shall apply to the Securities
offered hereby, and Section 403 of the Base Indenture is amended
to add the following Section 403(i) thereto: (i) with respect to
defeasance, the Company and
Guarantor have delivered to the Trustee an Officers' Certificate
as to solvency and the absence of intent of preferring Holders
over the Company's or the Guarantor's other creditors.
(11) Except as otherwise indicated, each reference herein to a
"Paragraph" shall refer to a Paragraph hereof, and each reference
herein to a "Section" shall refer to a Section of the Indenture.
(H) that any one Director be and is hereby authorised to sign the
Transaction Documents on behalf of the Company together with any other
documents as he/she may consider necessary, desirable or expedient in
connection with the issue of the Notes and the listing of the Notes on
the Luxembourg Stock Exchange; and
(I) that any one Director be and is hereby authorised to take any and all
actions to effect the registration or qualification (or exemption
therefrom) of the Notes under Blue Sky or securities laws of any of
the states of the United States of America or foreign jurisdictions.