Exhibit 10.14.2
AMENDMENT NO. 1 TO CREDIT AGREEMENT (5-YEAR)
AMENDMENT NO. 1 dated as of August 5, 1998, between MID OCEAN LIMITED,
a corporation duly organized and validly existing under the laws of the Cayman
Islands (the "Company"); each of the lenders that is a signatory hereto
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(individually, a "Bank" and, collectively, the "Banks"); and THE CHASE MANHATTAN
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BANK, as administrative agent for the Banks (in such capacity, together with its
successors in such capacity, the "Administrative Agent").
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The Company, the Banks and the Administrative Agent are parties to a
Credit Agreement (5-Year) dated as of September 2, 1997 (the "Credit
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Agreement"), providing, subject to the terms and conditions thereof, for loans
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to be made by said Banks to the Company in an aggregate principal amount not
exceeding $100,000,000. The Company, 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
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Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Upon the execution of this Amendment No. 1 by
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the Company and the Majority Banks, the Credit Agreement shall be 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 shall be amended by adding
the following new definitions (to the extent not already included in said
Section 1.01) and inserting the same in the appropriate alphabetical locations
and amending the following definitions (to the extent already included in said
Section 1.01), as follows:
"Change of Control" shall mean (a) the acquisition of ownership,
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directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of
the SEC thereunder as in effect on the date hereof), other than Exel or
Exel Holdings, of shares representing more than 35% of the aggregate
ordinary voting power represented by the issued and outstanding capital
stock of the Company; or (b) occupation of a majority of the seats (other
than vacant seats) on the Board of Directors by Persons who were not (i)
nominated by the Board of Directors; (ii) appointed by directors so
nominated or (iii) elected by EXEL or Exel Holdings in their capacities as
shareholders of the Company.
"EXEL" shall mean EXEL Limited, a corporation duly organized and
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validly existing under the laws of the Cayman Islands.
"Exel Holdings" shall mean any Person that owns directly or indirectly
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all or substantially all of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of EXEL.
Amendment No. 1 to Credit Agreement (5-Year)
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"Exel Group" shall mean EXEL, Exel Holdings and, at any time, each
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Subsidiary of either Exel or Exel Holdings that as of such time meets the
definition of a "significant subsidiary" contained as of the date hereof in
Regulation S-X of the SEC.
"Mid Ocean Reinsurance" shall mean Mid Ocean Reinsurance Company Limited, a
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Wholly-Owned Insurance Subsidiary of the Company, any successor thereto, and
from and after the XL Reinsurance Amalgamation, the resulting Person.
"XL Insurance" shall mean X.L. Insurance Company, Ltd., a corporation duly
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organized and validly existing under the laws of Bermuda, all of whose capital
stock is owned by EXEL.
"XL Reinsurance Amalgamation" shall mean the amalgamation of X.L. Global
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Reinsurance Company, Ltd. with Mid Ocean Reinsurance in accordance with Bermuda
law.
2.03. The definition of "Indebtedness" in Section 1.01 of the Credit
Agreement is hereby amended by replacing "and" at the end of clause (i) thereof
with a comma and by replacing the period at the end of clause (ii) thereof with
the following:
"and (iii) liabilities arising in the ordinary course of business of
an insurance Subsidiary as an insurance company or a corporate member of
Lloyd's and not arising in connection with the borrowing of money or other
financing activities of such Insurance Subsidiary or an Affiliate thereof."
2.04. Section 6.02 of the Credit Agreement is hereby amended by replacing
"; and" at the end of clause (a) thereof with ";", replacing the period at the
end of clause (b) thereof with "; and", and by inserting a new clause (c) after
clause (b) thereof as follows:
"(c) the Company has delivered to the Administrative Agent for each
Bank with the notice of borrowing, Federal Reserve Forms U-1 duly completed
and, if the Company fails to deliver such Federal Reserve Form U-1, it
shall be deemed to have represented and warranted that immediately after
giving effect to such Loan, not more than 25% of the value (as determined
by any reasonable method) of the property subject to Section 8.04 or 8.05
hereof consists of Margin Stock."
2.05. Section 7.07 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"7.07 Use of Credit. No part of the proceeds of the Loans hereunder
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will be used to buy or carry any Margin Stock; provided that at any time
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that the Company is a Wholly-Owned Subsidiary of Exel Holdings, proceeds of
Loans hereunder may be used to buy or redeem capital stock of EXEL or Exel
Holdings or to make payments of cash in lieu of shares of Exel Holdings to
holders of common stock of EXEL or of the Company who would otherwise be
entitled to receive shares of common stock or Excel Holdings in connection
with the acquisition by EXEL Holdings of the capital stock of Company if,
immediately after giving effect to the making of any such Loan hereunder,
not more than 25% of the value (as determined by any
Amendment No. 1 to Credit Agreement (5-Year)
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reasonable method) of the Property subject to Section 8.04 or 8.05 hereof
consists of Margin Stock."
2.06. Section 8.04(b) of the Credit Agreement is hereby amended to read
in its entirety as follows:
"(b) the Company or any Material Subsidiary may merge, amalgamate or
consolidate with any other Person if (i) in the case of a merger, amalgamation
or consolidation of the Company, the Company is the surviving corporation and,
in any other case, the surviving or resulting corporation is, immediately after
giving effect to such merger, amalgamation or consolidation, a Wholly-Owned
Subsidiary of the Company and (ii) immediately after giving effect thereto no
Default would exist hereunder."
2.07. Section 8.12 of the Credit Agreement is hereby amended to read in
its entirety as follows:
"8.12 Indebtedness. The Company will not permit Mid Ocean
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Reinsurance,any Affiliate or Subsidiary of the Company having direct or indirect
ownership of Mid Ocean Reinsurance or any Subsidiary of Mid Ocean Reinsurance
to, create, incur or suffer to exist any Debt or any Guarantee of Indebtedness
of any other Person, except for:
(i) Debt or Guarantees of Indebtedness outstanding on the date
hereof and listed in Schedule IV hereto;
(ii) Indebtedness of X.L. Global Reinsurance Company, Ltd.
outstanding on the date of the XL Reinsurance Amalgamation to the extent that
such Indebtedness was outstanding before the XL Reinsurance Amalgamation and not
created in anticipation thereof; and
(iii) from and after the XL Reinsurance Amalgamation, Indebtedness
of Mid Ocean Reinsurance incurred pursuant to (a) that certain Revolving
Credit Agreement (364-Day) dated as if June 6, 1997, as amended in
contemplation of the XL Reinsurance Amalgamation, between XL Insurance and X.L.
Reinsurance Company, Ltd., as Borrowers, XL Insurance and Exel Acquisition Ltd.,
as Guarantors, the Banks party thereto and Mellon Bank N.A., as Agent, in an
aggregate principal amount not to exceed $50,000,000 and (b) that certain
Revolving Credit Agreement (5-Year) dated as of June 6, 1997, as amended in
contemplation of the XL Reinsurance Amalgamation, between XL Insurance and X.L.
Reinsurance Company, Ltd., as Borrowers, XL Insurance and Exel Acquisition Ltd.,
as Guarantors, the Banks party thereto and Mellon Bank N.A., as Agent, in an
aggregate principal amount not to exceed $50,000,000.
2.08. Sections 8.01(c) and 8.01(d) of the Credit Agreement are hereby
amended to read in their entirety as follows:
"(c) within 5 days after filing with the Applicable Insurance
Regulatory Authority and in any event no later than 5 days after the date by
which it is required to be filed by the Applicable
Amendment No.1 to Credit Agreement (5 - Year)
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Insurance Regulatory Authority the quarterly Statutory Statement of each
Material Insurance Subsidiary, together with a certificate of a senior
financial officer of the Company or of such Subsidiary stating that such
Statutory Statement fairly presents, in all material respects, the
financial condition of each Material Insurance Subsidiary, respectively,
for the period covered thereby in accordance with statutory accounting
practices required or permitted by the Applicable Insurance Regulatory
Authority;
(d) within 5 days after filing with the Applicable Insurance
Regulatory Authority and in any event no later than 5 days after the date
by which it is required to be filed by the Applicable Insurance Regulatory
Authority the annual Statutory Statement of each Material Insurance
Subsidiary, together with an Officer's Certificate stating that such annual
Statutory Statement fairly presents, in all material respects, the
financial condition of each Material Insurance Subsidiary, respectively,
for the period covered thereby in accordance with statutory accounting
practices required or permitted by the Applicable Insurance Regulatory
Authority."
2.09. Section 9(b) of the Credit Agreement is hereby amended by replacing
"The Company or any of its Subsidiaries" with "The Company or any of its
Subsidiaries or any member of the Exel Group" therein.
2.10. Sections 9(e), 9(f) and 9(g) of the Credit Agreement are hereby
amended by (i) replacing "The Company or any of its Material Subsidiaries" with
"The Company or any of its Material Subsidiaries or any number of the Exel
Group" therein and (ii) replacing "Company or such Subsidiary" with "Company,
such Subsidiary of the Company or such member of the Exel Group" in 9(f) and
9(g) therein.
2.11. Section 9 of the Credit Agreement is hereby amended by replacing ";"
in clause (i) thereof with ": or" and by adding a new clause (j) after clause
(i) as follows:
"(j) Exel Holdings shall, at any time, enter into a Guarantee ("EXCEL
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Guarantee") of any Indebtedness of EXEL or XL Insurance without also
Guaranteeing the Indebtedness of the Company hereunder pursuant to a guaranty
agreement substantially similar to the EXEL Guarantee."
Section 3. Miscellaneous. Except as herein provided, the Credit Agreement
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shall remain unchanged and in full force and effect. This Amendment No. 1 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. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No. 1 to Credit Agreement (5-Year)
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly
executed and delivered as of the day and year first above written.
MID OCEAN LIMITED
By: /s/ Xxxxxxx X. Butt
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Xxxxxxx X. Butt
President and Chief Executive Officer
BANKS
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THE CHASE MANHATTAN BANK
By: /s/
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Title: Vice President
CITIBANK N.A.
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, VP
Vice President Citibank, N.A.
DEUTSCHE BANK AG. NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By: /s/ Xxxx X. XxXxxx
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Xxxx X. XxXxxx
Vice President
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Vice President
Amendment No. 1 to Credit Agreement (5-Year)
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XXXXXX BANK, N.A.
By: /s/
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Title: Vice President
ROYAL BANK OF CANADA
By: /s/
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Title:
THE BANK OF BERMUDA LIMITED
By: /s/
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Title: Assistant Vice President, Corporate Banking
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxx
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Title: Xxxxxxxxx Xxxxx
Senior Vice President
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President
Amendment No. 1 to Credit Agreement (5-Year)
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BANQUE NATIONALE DE PARIS
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Xxxxxxx Xxxxxxxx
Assistant Treasurer
By: /s/ Xxxxxxxxx Xxxxxx
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Title: Xxxxxxxxx Xxxxxx
Assistant Vice President
THE BANK OF NOVA SCOTIA
By: /s/
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Title: Senior Relationship Manager
Amendment No. 1 to Credit Agreement (5-Year)
