Exhibit 1.4b
EXECUTION COPY
Pricing Agreement
Xxxxxxx Xxxxx Xxxxxx Inc.
X.X. Xxxxxx Securities Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 7, 2002
Ladies and Gentlemen:
XL Capital Finance (Europe) plc, a public company organized under the laws
of England and Wales (the "Issuer") proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated January 7,
2002 (the "Underwriting Agreement"), between the Issuer and XL Capital Ltd, a
Cayman Islands exempted limited company (the "Company" or the "Guarantor"), on
the one hand and Xxxxxxx Xxxxx Xxxxxx Inc. and X.X. Xxxxxx Securities Inc., on
the other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Debt Securities specified in Schedule II hereto (the
"Designated Debt Securities"). The Debt Securities will be fully and
unconditionally guaranteed by the Company on an unsubordinated and unsecured
basis (the "Guarantee") as provided in the Indenture. Each of the provisions of
the Underwriting Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated Debt
Securities which are the subject of this Pricing Agreement. Each reference to
the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated Debt
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representatives referred to in such Section 12 are set forth in Schedule
II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Debt Securities, in
the form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Issuer agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Issuer, at the time and place
and at the purchase price to the Underwriters set forth in
Schedule II hereto, the number of Designated Debt Securities set forth opposite
the name of such Underwriter in Schedule I hereto.
[Remainder of Page Intentionally Left Blank, Signature Page Follows]
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Issuer and the Company and one for each of the
Representatives plus one for each counsel counterparts hereof, and upon
acceptance hereof by you, on behalf of each of the Underwriters, this letter and
such acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters, the Issuer and the Company. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Issuer and the Company for
examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
XL Capital Finance (Europe) plc
By: /s/ Xxxxx de St. Paer
---------------------------------------
Name: Xxxxx de St. Paer
Title: Director
XL Capital Ltd
By: /s/ Xxxxx de St. Paer
---------------------------------------
Name: Xxxxx de St. Paer
Title: Executive Vice President &
Chief Financial Officer
Accepted as of the date hereof:
Xxxxxxx Xxxxx Xxxxxx Inc.
X.X. Xxxxxx Securities Inc.
By: Xxxxxxx Xxxxx Barney Inc.
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director
For themselves and the other several Underwriters named in Schedule I to the
foregoing Agreement.
SCHEDULE 1
Underwriter Number of Designated
Debt Securities to be
Purchased
Xxxxxxx Xxxxx Xxxxxx Inc.............................. $ 240,000,000
X.X. Xxxxxx Securities Inc............................ 240,000,000
Banc of America Securities LLC........................ 40,000,000
Barclays Capital Inc.................................. 40,000,000
Credit Lyonnais Securities (USA) Inc.................. 40,000,000
----------------
Total......................................... $ 600,000,000
================
SCHEDULE II
Title of Designated Debt Securities:
6.50% Senior Notes due 2012
Aggregate Principal Amount of Designated Debt Securities:
$600,000,000
Initial Offering Price to Public:
99.469% of the principal amount of the Designated Debt Securities, plus
accrued interest, if any, from January 10, 2002.
Purchase Price by Underwriters:
98.819% of the principal amount of the Designated Debt Securities, plus
accrued interest from January 10, 2002.
Form of Designated Debt Securities:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery.
Specified Funds for Payment of Purchase Price:
Federal (same day) funds.
Time of Delivery:
10:00 a.m. (New York City time), January 10, 2002.
Time of Delivery Location:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Maturity:
January 15, 2012.
Interest Rate:
6.50%.
Interest Payment Dates:
January 15 and July 15 of each year, beginning July 15, 2002.
Redemption Provisions:
The Designated Debt Securities will be redeemable, in whole at any time or
in part from time to time, at the Issuer's option, at a redemption price
equal to the accrued and unpaid interest on the principal amount being
redeemed to the redemption date plus the greater of (i) 100% of the
principal amount of the senior notes to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and
interest on the Designated Debt 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 more fully described under the Caption "Description of
the Senior Notes--Optional Redemption" in the Prospectus Supplement, dated
January 7, 2002, with respect to the Designated Debt Securities.
Sinking Fund Provisions:
None.
Additional Closing Conditions:
None.
Names and Addresses of Representatives:
Xxxxxxx Xxxxx Barney Inc.
X.X. Xxxxxx Securities Inc.
c/o Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Facsimile No. 000-000-0000
Other Terms:
Each of the Issuer and the Company acknowledges that (i) the sentences
related to concessions and reallowances in the third paragraph, (ii) the
eighth paragraph (related to stabilization, syndicate covering transactions
and penalty bids) and (iii) the last sentence in the ninth paragraph, in
each case under the heading "Underwriting" in the Preliminary Prospectus
and the Prospectus constitute the only information furnished in writing by
or on behalf of the several Underwriters.
