EXHIBIT 10.9
AMENDMENT TO REIMBURSEMENT AGREEMENT
This Amendment dated as of March 15, 2000 amends the Reimbursement
Agreement dated as of September 8, 1999, among ACE Limited ("Parent"), ACE
Bermuda Insurance Ltd. ("ACE Bermuda"), Tempest Reinsurance Company Limited
("Tempest"), the Banks party thereto, Deutsche Bank AG, New York and/or
Cayman Islands Branches and Fleet National Bank, as Documentation Agents,
and Mellon Bank, as Issuing Bank and Administrative Agent (the
"Agreement").
Parent, the Issuing Bank and the Required Banks (as defined in the
Agreement) hereby agree that the Agreement shall be amended as follows:
1. Section 1.01 of the Agreement is amended to add thereto in the
appropriate alphabetical position the following definition:
"Securitization Transaction" means any sale,
assignment or other transfer by Parent or any Subsidiary
of any accounts receivable, premium finance loan
receivables, lease receivables or other payment
obligations owing to Parent or such Subsidiary or any
interest in any of the foregoing, together in each case
with any collections and other proceeds thereof, any
collection or deposit accounts related thereto, and any
collateral, guaranties or other property or claims in
favor of Parent or such Subsidiary supporting or securing
payment by the obligor thereon of, or otherwise related
to, any such receivables.
2. Section 5.01(h) of the Agreement is amended to read in its entirety
as follows:
(h) Transactions with Affiliates. Conduct, and
cause each of its Subsidiaries to conduct, all
transactions otherwise permitted under the Loan Documents
with any of their Affiliates (other than any such
transactions between Loan Parties or wholly-owned
Subsidiaries of Loan Parties) on terms that are fair and
reasonable and no less favorable than it would obtain in
a comparable arm's-length transaction with a Person not
an Affiliate.
3. Section 5.02(a) of each of the Agreements is amended by deleting
the word "and" at the end of clause (xiv) thereof, renumbering
clause (xvi) thereof as clause (xv), inserting "; and" at the end
of clause (xv), and adding the following clause (xvi) thereto:
(xvi) Liens arising in connection with
Securitization Transactions; provided that the aggregate
principal amount of the investment or claim held at any
time by all purchasers, assignees or other transferees of
(or of interests in) receivables and other rights to
payment in all Securitization Transactions
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(together with the aggregate principal amount of any
other obligations secured by such Liens) shall not exceed
U.S.$250,000,000.
4. Section 5.02(d) of the Agreement is amended by deleting the word
"and" at the end of the clause (v) thereof, inserting "; and" at
the end of clause (vi) thereof, and adding the following clause
(vii) thereto:
(vii) Securitization Transactions; provided that
the aggregate principal amount of the investment or claim
held at any time by all purchasers, assignees or other
transferees of (or of interests in) receivables and other
rights to payment in all Securitization Transactions
shall not exceed U.S.$250,000,000.
The foregoing amendment shall become effective with respect to the
Agreement on the date on which the Administrative Agent has received
counterparts hereof (by facsimile or otherwise) signed by the Parent, the
Issuing Bank and the Required Banks. Except as amended hereby, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
This Amendment may be executed in any number of counterparts and
by the different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. This Amendment shall
be governed by, and construed in accordance with, the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of
the date first above written.
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ACE LIMITED
The Common Seal of ACE Limited was
hereunto affixed in the presence of:
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Director
------------------------------
Secretary
MELLON BANK, N.A., as
Administrative Agent, Issuing
Bank and Bank
By:-------------------------------
Title:
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By:-------------------------------
Title:
By:-------------------------------
Title:
FLEET NATIONAL BANK
By:-------------------------------
Title:
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THE BANK OF BERMUDA, LIMITED
By:-------------------------------
Title
THE BANK OF NEW YORK
By:-------------------------------
Title:
BANQUE NATIONALE DE PARIS
By:-------------------------------
Title:
By:-------------------------------
Title:
SOCIETE GENERALE
By:-------------------------------
Title:
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