AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT (the "Amendment"), dated as of March 16, 1998, to the Rights
Agreement, dated as of December 1, 1995 (the "Rights Agreement"), between EXEL
Limited, a company organized under the laws of the Cayman Islands (the
"Company"), and ChaseMellon Shareholder Services, L.L.C., as successor Rights
Agent (the "Rights Agent").
Recitals
I. The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.
II. The Company, New EXEL Limited, a limited liability company
organized under the laws of the Cayman Islands ("New Parent"), and Mid Ocean
Limited, a limited liability company organized under the laws of the Cayman
Islands ("Mid Ocean"), contemplate entering into an Agreement and Scheme of
Arrangements (the "Arrangements Agreement") pursuant to which, among other
things, each of the Company and Mid Ocean will become subsidiaries of New Parent
(the "Schemes"). The Board of Directors of the Company has approved the
Arrangements Agreement.
III. In connection with the Arrangements Agreement, the Company and XX
Xxxxxx Capital Corporation contemplate entering into a support agreement (the
"Support Agreement") pursuant to which such shareholder of Mid Ocean has agreed
to vote the shares of common stock of Mid Ocean then owned by such shareholder
of Mid Ocean in favor of the Arrangements Agreement. The Board of Directors of
the Company has approved the Support Agreement.
IV. Pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement and amend the Rights
Agreement.
V. The Board of Directors of the Company has determined that an
amendment to the Rights Agreement as set forth herein is necessary and desirable
in connection with the foregoing and the Company and the Rights Agent desire to
evidence such amendment in writing.
VI. All acts and things necessary to make this Amendment a
valid agreement, enforceable according to its terms, have been done and
performed, and the execution and delivery of this Amendment by the Company and
the Rights Agent have been in all respects duly authorized by the Company and
the Rights Agent.
Accordingly, the parties agree as follows:
A. Amendment of Section 1. Section 1 of the Rights Agreement is
supplemented to add the following definitions in the appropriate locations:
"'Arrangements Agreement' shall mean the Agreement and Scheme of
Arrangements, dated as of March 16, 1998, by and among EXEL Limited, New
EXEL Ltd., and Mid Ocean Limited, as it may be amended from time to time."
"'Schemes' shall have the meaning set forth in the Arrangements
Agreement."
"'Support Agreement' shall mean the agreement, dated as of March 16,
1998, by and between EXEL Limited and XX Xxxxxx Capital Corporation, as it
may be amended from time to time."
B. Amendment of the definition of "Acquiring Person". The definition
of "Acquiring Person" in Section 1(a) of the Rights Agreement is amended by
adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, New EXEL
Limited, Mid Ocean Limited, and XX Xxxxxx Capital Corporation and their
Affiliates and Associates shall not, individually or collectively, be
deemed to be an Acquiring Person solely by virtue of (i) the execution of
the Arrangements Agreement or the Support Agreement, as applicable, (ii)
the consummation of the Schemes, or (iii) the consummation of the other
transactions contemplated in the Arrangements Agreement or the Support
Agreement."
C. Amendment of the definition of "Distribution Date". The definition
of "Distribution Date" in Section 1(m) of the Rights Agreement is amended by
adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the result
of (i) the execution of the Arrangements Agreement or the Support
Agreement, (ii) the consummation of the Schemes, or (iii) the consummation
of the other transactions contemplated in the Arrangements Agreement and
the Support Agreement."
D. Amendment of Expiration Date of Rights. Section 7(a) of the Rights
Agreement is amended and restated to read in its entirety as follows:
"Subject to Section 7(e) hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein including, without limitation, the restrictions on
exercisability set forth in Sections 9(c), 11(a)(iii), 23(a), and 24(b)
hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election to purchase
on the reverse side thereof duly executed, to the Rights Agent at the
designated office of the Rights Agent, together with payment of the
aggregate Purchase Price for the total number of Ordinary Shares (or other
securities, cash or other assets, as the case may be) as to which the
Rights are then exercisable, at or prior to the earlier of (i) the close of
business on August 31, 2005 (the "Final Expiration Date"), (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof, (iii) the
time at which all exercisable Rights
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are exchanged as provided in Section 24 hereof, or (iv) the consummation of
the Arrangements (such earliest date being herein referred to as the
"Expiration Date")."
E. Amendment of Section 29. Section 29 of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedies or
claims under this Agreement by virtue of the execution of the Arrangements
Agreement or the Support Agreement or by virtue of any of the transactions
contemplated by the Arrangements Agreement or the Support Agreement."
F. Effectiveness. This Amendment shall be deemed effective as of the
date first written above, as if executed on such date. Except as amended hereby,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
G. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the Cayman Islands and for all purposes shall be governed by
and construed in accordance with the laws of the Cayman Islands applicable to
contracts to be made and performed entirely therein, except that the rights,
duties and obligations of the Rights Agent shall be governed by and construed in
accordance with the laws of the State of New York, U.S.A. This Amendment may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. If any provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the date and year first above written.
Attest: EXEL LIMITED
/s/Xxxxx Xxx /s/Xxxx X. Xxxxxxxx
Name: Xxxxx Xxx Name: Xxxx X. Xxxxxxxx
Title: Executive Assistant Title: Senior Vice President,
General Counsel and Secretary
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
/s/Xxxxxx X. Xxxxxx, Xx. /s/Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx.
Title:Group Vice President Title: Group Vice President
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