EXHIBIT 1.2
EXECUTION COPY
PRICING AGREEMENT
Wachovia Capital Markets, LLC
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Credit Suisse First Boston LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
As Representatives of the several
Underwriters named in Schedule I hereto
November 8, 2004
Ladies and Gentlemen:
XL Capital Ltd, a Cayman Islands exempted limited company (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated November 8, 2004 (the "Underwriting
Agreement"), between the Company on the one hand and Wachovia Capital Markets,
LLC and Credit Suisse First Boston LLC, 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-A (such Debt Securities, the "2014 Debt
Securities") and Schedule II-B (such Debt Securities, the "2024 Debt Securities"
and, together with the 2014 Debt Securities, the "Designated Debt Securities")
hereto. 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-A and Schedule II-B 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 Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II-A and
Schedule II-B hereto, the aggregate principal amount 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 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 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 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 Ltd
By: /s/ Fiona Luck
----------------------
Name: Fiona Luck
Title: Executive Vice President and
Chief of Group Operations
Accepted as of the date hereof:
Wachovia Capital Markets, LLC
Credit Suisse First Boston LLC
By: Wachovia Capital Markets, LLC
By: /s/ Xxxx Xxxx
--------------------------------
Name: Xxxx Xxxx
Title: Director
By: Credit Suisse First Boston LLC
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Director
For themselves and the other several
Underwriters named in Schedule I to
the foregoing Agreement.
SCHEDULE I
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF 2014 DEBT OF 2024 DEBT
SECURITIES SECURITIES
UNDERWRITER TO BE PURCHASED TO BE PURCHASED
----------- --------------- ---------------
Wachovia Capital Markets, LLC................. $66,000,000 $77,000,000
Credit Suisse First Boston LLC................ 66,000,000 77,000,000
HSBC Securities (USA) Inc. ................... 54,000,000 63,000,000
KeyBanc Capital Markets,
a Division of McDonald Investments Inc. ... 54,000,000 63,000,000
ABN AMRO Incorporated......................... 7,500,000 8,750,000
Banc of America Securities LLC................ 7,500,000 8,750,000
BNP Paribas Securities Corp. ................. 7,500,000 8,750,000
Calyon Securities (USA) Inc. ................. 7,500,000 8,750,000
Greenwich Capital Markets, Inc. .............. 7,500,000 8,750,000
ING Financial Markets LLC..................... 7,500,000 8,750,000
Lazard Freres & Co. LLC....................... 7,500,000 8,750,000
Scotia Capital (USA) Inc. .................... 7,500,000 8,750,000
Total................................. $300,000,000 $350,000,000
============ ============
SCHEDULE II-A
TITLE OF DEBT SECURITIES:
5.25% Senior Notes due 2014.
AGGREGATE PRINCIPAL AMOUNT OF DEBT SECURITIES:
$300,000,000 (Reopening; after giving effect to the offering,
$600,000,000 5.25% Senior Notes due 2014 will be outstanding, voting together as
the same series).
INITIAL OFFERING PRICE TO PUBLIC:
98.419% of the principal amount of the Debt Securities, plus accrued
interest from August 23, 2004 (such accrued interest equal to $3,456,250).
PURCHASE PRICE BY UNDERWRITERS:
97.969% of the principal amount of the Debt Securities, plus accrued
interest from August 23, 2004 (such accrued interest equal to $3,456,250).
UNDERWRITERS' COMMISSION:
0.450%
FORM OF DEBT SECURITIES:
Book-entry only form represented by one or more global certificates
deposited with The Depository Trust Company ("DTC") of its designated custodian,
to be made available for checking by the Representatives at least 24 hours prior
to the Time of Delivery.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (Same-Day) funds.
INDENTURE:
Indenture, dated June 2, 2004, between the Company and The Bank of New
York, as Trustee, as supplemented by the First Supplemental Indenture, dated as
of August 23, 2004 and the Second Supplemental Indenture, to be dated as of
November 12, 2004.
MATURITY:
September 15, 2014.
INTEREST RATE:
5.25% per annum.
INTEREST PAYMENT DATES:
March 15 and September 15, commencing on March 15, 2005.
RECORD DATES:
The relevant record dates will be the March 1 and September 1 preceding
the relevant payment dates.
REDEMPTION PROVISIONS:
The Debt Securities are redeemable at the option of the Company (i) in
whole at any time or in part from time to time at a make-whole redemption price
described in the Prospectus under the caption "Description of the Senior
Notes--Optional Redemption" and (ii) if a "tax event" occurs, as described in
the Prospectus under the caption "Description of the Senior Notes--Tax Event
Redemption"), in each case in accordance with and subject to the terms to be set
forth in the Indenture.
SINKING FUND PROVISIONS:
No sinking fund provisions.
ADDITIONAL CLOSING CONDITIONS:
None.
TIME OF DELIVERY:
9:30 A.M., New York City time, on November 12, 2004.
TIME OF DELIVERY LOCATION:
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
DELAYED DELIVERY:
None.
LISTING:
None.
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Wachovia Capital Markets, LLC
Credit Suisse First Boston LLC
Address for Notices, etc.: Wachovia Capital Markets, LLC
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Credit Suisse First Boston LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Transactions Advisory Group
OTHER TERMS:
None.
SCHEDULE II-B
TITLE OF DEBT SECURITIES:
6.375% Senior Notes due 2024.
AGGREGATE PRINCIPAL AMOUNT OF DEBT SECURITIES:
$350,000,000.
INITIAL OFFERING PRICE TO PUBLIC:
100.000% of the principal amount of the Debt Securities, plus accrued
interest, if any, from November 12, 2004.
PURCHASE PRICE BY UNDERWRITERS:
99.375% of the principal amount of the Debt Securities, plus accrued
interest, if any, from November 12, 2004.
UNDERWRITERS' COMMISSION:
0.625%
FORM OF DEBT SECURITIES:
Book-entry only form represented by one or more global certificates
deposited with The Depository Trust Company ("DTC") of its designated custodian,
to be made available for checking by the Representatives at least 24 hours prior
to the Time of Delivery.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (Same-Day) funds.
INDENTURE:
Indenture, dated June 2, 2004, between the Company and The Bank of New
York, as Trustee, as supplemented by the Second Supplemental Indenture, to be
dated as of November 12, 2004.
MATURITY:
November 15, 2024.
INTEREST RATE:
6.375% per annum.
INTEREST PAYMENT DATES:
May 15 and November 15, commencing on May 15, 2005.
RECORD DATES:
The relevant record dates will be the May 1 and November 1 preceding the
relevant payment dates.
REDEMPTION PROVISIONS:
The Debt Securities are redeemable at the option of the Company (i) in
whole at any time or in part from time to time at a make-whole redemption price
described in the Prospectus under the caption "Description of the Senior
Notes--Optional Redemption" and (ii) if a "tax event" occurs, as described in
the Prospectus under the caption "Description of the Senior Notes--Tax Event
Redemption"), in each case in accordance with and subject to the terms to be set
forth in the Indenture.
SINKING FUND PROVISIONS:
No sinking fund provisions.
ADDITIONAL CLOSING CONDITIONS:
None.
TIME OF DELIVERY:
9:30 A.M., New York City time, on November 12, 2004.
TIME OF DELIVERY LOCATION:
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
DELAYED DELIVERY:
None.
LISTING:
None.
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Wachovia Capital Markets, LLC
Credit Suisse First Boston LLC
Address for Notices, etc.: Wachovia Capital Markets, LLC
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Credit Suisse First Boston LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Transactions Advisory Group
OTHER TERMS:
None.
