To: XL Capital Ltd
Execution
Text
To:
XL
Capital Ltd
X.L.
America, Inc.
XL
Insurance (Bermuda) Ltd
XL
Re
Ltd
(the Obligors)
Letter
of Amendment - Letter of Credit and Reimbursement
Agreement
16
May,
2006
Dear
Sirs
£500,000,000
letter of credit and reimbursement agreement dated 14 March 2006 between the
Obligors, the Lenders, Citibank International PLC as Agent and Security Trustee,
Barclays Capital and Citigroup Global Markets Limited as Arrangers
(the
Facility
Agreement)
We
refer
to the Facility Agreement.
Capitalised
terms defined in the Facility Agreement have the same meaning when used in
this
Letter of Amendment unless otherwise defined in this Letter of Amendment or
where the context so requires.
| 1. |
Amendments
|
It
is
hereby agreed that the Facility Agreement shall be amended as follows (and
in
the order set out below).
|
(a)
|
The
definition of Significant
Subsidiary
in
clause 1.1 (Defined
Terms)
shall be amended by adding the following words immediately before
the
semi-colon at the end of that definition: “(but for the avoidance of doubt
none of Security Capital Assurance Ltd or any of its subsidiaries
shall be
a “Significant Subsidiary” for the purposes of this Agreement).”
|
|
(b)
|
The
definition of Subsidiary
in
clause 1.1 (Defined
Terms)
shall be amended as follows:
|
(i)
the
full stop at the end of the first sentence shall be deleted and replaced with
a
semi-colon; and
(ii)
the
following words shall be added to the end of that sentence:
“provided,
however, that for the purposes of this Agreement, neither Security Capital
Assurance Ltd nor any of its subsidiaries shall be a “Subsidiary” of any
Obligor.”
|
(c)
|
Clause
17.14 shall be amended as follows:
|
The
words
“31 December, 2005” shall be deleted and replaced with “31 March,
2006”.
(d) Clause
19.2 shall be amended by deleting the word “or” at the end of Clause 19.2(d), by
replacing the full-stop at the end of Clause 19.2(e) with a semi-colon and
the
word “or”, and by adding a new clause 19.2(f) as follows:
“(f) the
disposition of Security Capital Assurance Ltd and its subsidiaries by the
Account Party and its Subsidiaries.”
(e) Schedule
3 to the Facility Agreement is hereby deleted and replaced in its
entirety
with Schedule 3 attached hereto at Annex 1 to this Letter of
Amendment.
2. Representations
and Warranties
|
Each
Obligor represents and warrants
that:
|
| (a) |
it
has full power and authority to enter into and deliver this Letter
of
Amendment agreement and that such execution and delivery has been duly
authorised by all necessary corporate action of the Account Party and
each
other Obligor; and
|
(b) the
Representations are true in all material respects as if made on the date of
the
last Obligor’s countersignature of this Letter of Amendment.
3. Confirmation
|
Each
party hereto agrees that any and all references to the Facility Agreement
in any of the Finance Documents shall be construed as references
to the
Facility Agreement as amended, modified or varied in accordance with
the
terms of this Letter of Amendment.
|
|
Each
Obligor hereby confirms that the Guaranteed Obligations as set out
in
Clause 16 (Guarantee
and Indemnity)
of the Facility Agreement extend to the Guaranteed Obligations under
the
Facility Agreement as amended by this Letter of Amendment, and that
the
terms of Clause 16, and each guarantee and indemnity given thereunder,
shall continue in full force and
effect.
|
4. Costs
and Expenses
The
Account Party shall reimburse the Agent for its reasonable costs and expenses
together with any VAT thereon incurred directly in connection with this Letter
of Amendment.
5. Counterparts
This
Letter of Amendment may be signed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single copy
of the Letter of Amendment.
6. Nature
of the Document
This
Letter of Amendment shall be a Finance Document.
7. Miscellaneous
Other
than the amendments contained in this Letter of Amendment, the Facility
Agreement and the rights and obligations contained therein shall continue in
full force and effect.
|
8.
|
Governing
Law
|
|
This
letter is governed by English law.
|
Please
confirm your agreement to the matters set out in this Letter of Amendment by
countersigning and returning to us a copy of this Letter of
Amendment.
Yours
faithfully,
……/s/
Xxxxx Xxxxxxxxx………
for
and
on behalf of
CITIBANK
INTERNATIONAL PLC
as
Agent,
for itself and the Lenders
We
agree to the above
……/s/
Xxxxx X. X’Xxxx………
for
and
on behalf of
……/s/
Xxxxxxx X. Xxxxxx………
for
and
on behalf of
X.L.
AMERICA, INC.
……/s/
Xxxxx X. X’Xxxx…………
for
and
on behalf of
XL
INSURANCE (BERMUDA) LTD
……/s/
Xxxxx X. X’Xxxx…………
for
and
on behalf of
XL
RE LTD
