Exhibit 10.14.8
11.16.98
SECOND AMENDMENT TO LETTER OF CREDIT FACILITY
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AND REIMBURSEMENT AGREEMENT
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THIS SECOND AMENDMENT TO LETTER OF CREDIT FACILITY AND REIMBURSEMENT
AGREEMENT, dated as of November 13, 1998 (this "Amendment"), by and among X.L.
Insurance Company, Ltd., X.L. Europe Insurance, X.L. Midocean Reinsurance
Company, Ltd. (successor to X.L. Global Reinsurance Company, Ltd.) and Venton
Underwriting Group Limited (the "Account Parties"), X.L. Insurance Company, Ltd.
and X.L. Investments Ltd. (the "Guarantors"), Mellon Bank, N.A., as Issuing Bank
and 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 Account Parties, the Guarantors, the Banks, and the Agent
are parties to a Letter of Credit Facility and Reimbursement Agreement, dated as
of February 27, 1998, (as amended by the First Amendment thereto dated as of
August 3, 1998, the "Credit Agreement"), pursuant to which the Banks have
agreed, on the terms and subject to the conditions described therein, to make a
letter of credit facility available to the Account Parties; and
WHEREAS, Venton Underwriting Group Limited is proposed to be sold by
X.L. Insurance Company, Ltd. and, upon consummation of such sale, it is desired
that Venton Underwriting Group Limited no longer be an Account Party under, or a
party to, the Credit Agreement; and
WHEREAS, the Account Parties and the Guarantors have requested the
Banks to increase the aggregate stated amount of letters of credit which may
have an expiration date later than one year after the date of issuance; 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. The Credit Agreement is
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hereby amended as follows:
(a) Section 2.01(b) of the Credit Agreement, entitled "Terms of
Letters of Credit", is hereby amended by deleting the phrase "up to $200,000,000
may have an expiration date no later than five years from the date of issuance"
and inserting in lieu thereof the phrase "up to $300,000,000 may have an
expiration date no later than five years from the date of issuance".
(b) Upon certification to the Agent by X.L. Insurance Company, Ltd.
that Venton Underwriting Group Limited is no longer an affiliate of X.L.
Insurance Company, Ltd. and the delivery to Mellon Bank, N. A. of documentation
satisfactory to it with respect to the guarantee of reimbursement liabilities
for letters of credit issued for the account of Venton Underwriting Group
Limited by Underwriters Reinsurance Company, Venton Underwriting Group Limited
will cease to be an Account Party under, and will cease to be a party to, the
Credit Agreement.
SECTION 2. EFFECTIVENESS AND EFFECT OF AMENDMENT. This Amendment
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shall become effective upon execution and delivery by the Required Banks and the
Credit Parties. 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 3. 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 4. 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 an Account Party and as a
Guarantor
By:_____________________________________
Title:__________________________________
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X.L. MIDOCEAN REINSURANCE COMPANY, LTD.
as an Account Party
By:_____________________________________
Title:__________________________________
X.L. EUROPE INSURANCE, as an
Account Party
By:_____________________________________
Title:__________________________________
VENTON UNDERWRITING GROUP LIMITED
By:_____________________________________
Title:__________________________________
X.L. INVESTMENTS LTD., as a
Guarantor
By:_____________________________________
Title:__________________________________
MELLON BANK, N.A., as a Bank,
Issuing Bank and as Agent
By:_____________________________________
Title:__________________________________
BANK OF TOKYO - MITSUBISHI LTD.,
as a Bank
By:_____________________________________
Title:__________________________________
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XXX XXXX XX XXXX XXXXXX,
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
By:_____________________________________
Title:__________________________________
BANQUE NATIONALE DE PARIS,
as a Bank
By:_____________________________________
Title:__________________________________
By:_____________________________________
Title:__________________________________
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CREDIT LYONNAIS NEW YORK BRANCH,
as a Bank
By:_____________________________________
Title:__________________________________
By:_____________________________________
Title:__________________________________
BANK OF AMERICA NT&SA,
as a Bank
By:_____________________________________
Title:__________________________________
BANK AUSTRIA AKTIENGESELLSCHAFT,
as a Bank
By:_____________________________________
Title:__________________________________
By:_____________________________________
Title:__________________________________
DEUTSCHE BANK AG, NEW YORK OR
CAYMAN ISLANDS BRANCHES,
as a Bank
By:_____________________________________
Title:__________________________________
By:_____________________________________
Title:__________________________________
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