Exhibit 10.14.19
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of
December 4, 1998 (this "Amendment"), by and among X.L. Insurance Company, Ltd.
and X.L. Mid Ocean Reinsurance Company, Ltd. (successor to X.L. Global
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:
WHEREAS, the Borrowers, the Guarantors, 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, and the Second
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 Loans to the Borrowers; and
WHEREAS, the Borrowers have requested the Banks to make certain
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. The Credit Agreement is
hereby amended as follows:
(a) Section 2.04(c) of the Credit Agreement is hereby amended by
deleting the words "One, two, three, six or twelve months ('Euro-Rate Funding
Period')" appearing under the column heading "Available Funding Periods"
appearing therein and insertin in lieu of such words under such column heading
the following: "One, two, three, six or twelve months or, if acceptable to all
Banks, one or two weeks ('Euro-Rate Funding Period')".
(b) Section 6.03(e) of the Credit Agreement is hereby amended to
read as follows:
(e) Liens securing Indebtedness permitted by Section
6.08(b) or Section 6.08(c) hereof covering assets whose market
value is not materially greater than an amount equal to the
amount of the Indebtedness secured thereby, plus a
commercially reasonable margin.
(c) Section 6.08(b) of the Credit Agreement is hereby amended by
deleting the word "Unsecured" appearing at the beginning thereof.
SECTION 2. Effect of Amendment. 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
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
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. MID OCEAN REINSURANCE COMPANY, LTD.
(successor to X.L. Global Reinsurance
Company, Ltd.), as a Borrower
By:_________________________________________
Title:______________________________________
EXEL ACQUISITION LTD.,
as a Guarantor
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By:_________________________________________
Title:______________________________________
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
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By:_________________________________________
Title:______________________________________
ROYAL BANK OF CANADA,
as a Bank
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 NEW YORK BRANCH,
as a Bank
By:_________________________________________
Title:______________________________________
By:_________________________________________
Title:______________________________________
BANK AUSTRIA AKTIENGESELLSCHAFT,
as a Bank
By:_________________________________________
Title:______________________________________
By:_________________________________________
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Title:______________________________________
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