EXHIBIT 10.14.10
EXECUTION COPY
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of
November 5, 1997 (this "Amendment"), by and among X.L. Insurance Company, Ltd.
and X.L. Reinsurance Company, Ltd. (the "Borrowers"), X.L. Insurance Company,
Ltd. and EXEL Acquisition Ltd. (the "Guarantors"), MELLON BANK, N.A., (the
"Agent") and the banks listed on the signature pages hereto (collectively, the
"Banks").
W I T N E S S E T H:
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WHEREAS, the Borrower, the Guarantors, the Banks, and the Agent are
parties to a Revolving Credit Agreement, dated as of June 6, 1997, (the "Credit
Agreement"), pursuant to which the Banks have agreed, on the terms and subject
to the conditions described therein, to make Loans to the Borrowers; and
WHEREAS, the Borrowers have requested the Banks to make certain
changes to the Credit Agreement; and
WHEREAS, the Banks are willing to amend the Credit Agreement as set
forth below; and
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Credit Agreement;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
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hereby amended as follows:
(a) Section 2.05(a) is hereby amended by deleting the term
"Section 2.11(b)" in the first sentence thereof and replacing it
with the term "Section 2.10(b)".
(b) Section 6.08(c) is hereby amended by deleting Section
6.08(c) in its entirety and substituting the following:
"Reimbursement obligations with respect to letters of credit
not exceeding $500,000,000 in aggregate principal amount, of
which $500,000,000 may be secured;"
(c) Schedule 6.08(d) is hereby amended by adding the following
at the end thereof:
"Upon the closing of a secured letter of credit facility
providing for the issuance of letters of credit in
an aggregate face amount of $500,000,000 between the Borrowers, certain
affiliates of the Borrowers, Mellon Bank, N.A., as Agent and Issuing Bank
and the other banks parties thereto, all of the letters of credit listed on
this Schedule 6.08(d) shall be deleted.
(d) A new Section 9.18 shall be added to the Credit Agreement as follows:
"9.18 Sharing of Collections. The Banks hereby agree among themselves
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that if any Bank shall receive (by voluntary payment, realization upon
security, set-off or from any other source) any amount on account of the
Loans, interest thereon, or any other Obligation contemplated by this
Agreement or the other Loan Documents to be made by the Borrowers pro rata
to all Banks in greater proportion than any such amount received by any
other Bank, then the Bank receiving such proportionately greater payment
shall notify each other Bank and the Agent of such receipt, and equitable
adjustment will be made in the manner stated in this Section 9.18 so that,
in effect, all such excess amounts will be shared ratably among all of the
Banks. The Bank receiving such excess amount shall purchase (which it
shall be deemed to have done simultaneously upon the receipt of such excess
amount) for cash from the other Banks a participation in the applicable
Obligations owed to such other Banks in such amount as shall result in a
ratable sharing by all Banks of such excess amount (and to such extent the
receiving Bank shall be a Participant). If all or any portion of such
excess amount is thereafter recovered from the Bank making such purchase,
such purchase shall be rescinded and the purchase price restored to the
extent of such recovery, together with interest or other amounts, if any,
required by Law to be paid by the Bank making such purchase. The Borrower
hereby consents to and confirms the foregoing arrangements. Each
Participant shall be bound by this Section 9.18 as fully as if it were a
Bank hereunder."
SECTION 2. EFFECT OF AMENDMENT. The Credit Agreement, as amended by
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this Amendment, is in all respects ratified, approved and confirmed and shall,
as so amended, remain in full force and effect.
SECTION 3. GOVERNING LAW. This Amendment shall be deemed to be a
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contract under the laws of the Commonwealth of Pennsylvania and for all purposes
shall be governed by and construed and enforced in accordance with the laws of
said Commonwealth.
SECTION 4. COUNTERPARTS. This Amendment may be executed in any
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number of counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
X.L. INSURANCE COMPANY, LTD.
as a Borrower and as a Guarantor
By:________________________________
Title:_____________________________
X.L. REINSURANCE COMPANY, LTD.,
as a Borrower
By:________________________________
Title:_____________________________
EXEL ACQUISITION LTD.,
as a Guarantor
By:________________________________
Title:_____________________________
MELLON BANK, N.A., as a Bank
and as Agent
By:________________________________
Title:_____________________________
BANK OF TOKYO - MITSUBISHI LTD.,
as a Bank
By:________________________________
Title:_____________________________
DEUTSCHE BANK AG, NEW YORK OR
CAYMAN ISLANDS BRANCHES,
as a Bank
By:________________________________
Title:_____________________________
By:________________________________
Title:_____________________________
THE BANK OF NOVA SCOTIA,
as a Bank
By:________________________________
Title:_____________________________
THE CHASE MANHATTAN BANK,
as a Bank
By:________________________________
Title:_____________________________
THE BANK OF BERMUDA LIMITED,
as a Bank
By:________________________________
Title:_____________________________
ROYAL BANK OF CANADA,
as a Bank
By:________________________________
Title:_____________________________
BANQUE NATIONALE DE PARIS,
as a Bank
By:________________________________
Title:_____________________________
By:________________________________
Title:_____________________________
BANK OF AMERICA NT&SA,
as a Bank
By:________________________________
Title:_____________________________
