Exhibit 10.14.7
FIRST AMENDMENT TO LETTER OF CREDIT FACILITY
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AND REIMBURSEMENT AGREEMENT
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THIS FIRST AMENDMENT TO LETTER OF CREDIT FACILITY AND REIMBURSEMENT
AGREEMENT, dated as of August 3, 1998 (this "Amendment"), by and among X.L.
Insurance Company, Ltd., X.L. Europe Insurance, X.L. Global Reinsurance Company,
Ltd. and Venton Underwriting Group Limited (the "Account Parties"), X.L.
Insurance Company, Ltd. and X.L. Investments Ltd. (the "Guarantors"), Mellon
Bank, N.A., as Issuing Bank and Agent (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 Account Parties, the Guarantors, the Banks, and the Agent
are parties to a Letter of Credit Facility and Reimbursement Agreement, dated as
of February 27, 1998, (the "Credit Agreement"), pursuant to which the Banks have
agreed, on the terms and subject to the conditions described therein, to make a
letter of credit facility available to the Account Parties; and
WHEREAS, the Account Parties 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 1.01 of the Credit Agreement is hereby amended by adding
thereto, between the definitions of the terms "1998 Merger" and "Nonextending
Bank", respectively, appearing therein, the following definition:
"1998 Reinsurance Merger Transaction" shall mean the
transfer, after or contemporaneously with consummation of the
1998 Merger, to Mid Ocean Limited by X.L. Insurance of all of
the common stock of X. L. Reinsurance and the subsequent
amalgamation of X.L. Reinsurance with Mid Ocean Reinsurance
Company, Ltd., the resulting corporation of which amalgamation
will be a Bermuda corporation which shall have assumed and
shall be liable for all of the obligations of X.L. Reinsurance
under the Loan Documents.
(b) The definition of the term "1998 Merger" appearing in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:
"1998 Merger" shall mean consummation of the transactions
provided for in the Agreement and Schemes of Arrangement among
EXEL Limited, EXEL Merger Company, Ltd. and Mid Ocean Limited,
as described in the Current Report on Form 8-K of EXEL Limited
dated as of March 16, 1998, as modified by the amendment and
restatement thereof dated April 28, 1998.
(c) Section 1.01 of the Credit Agreement is hereby amended by adding
thereto; immediately following the definition of the term "Valuation Date"
appearing therein, the following definition:
"X.L. Reinsurance" and "X.L. Global" shall mean (i) until
consummation of the 1998 Reinsurance Merger Transactions, X.L.
Global Reinsurance Company, Ltd., a corporation organized
under the laws of Bermuda, and (ii) from and after
consummation of the 1998 Reinsurance Merger Transaction, X.L.
Mid Ocean Reinsurance Company, Ltd., a corporation organized
under the laws of Bermuda and the resulting corporation of the
amalgamation referred to in the definition of the term "1998
Reinsurance Merger Transaction" appearing in this Section.
(d) The introductory phrase of Article VI of the Credit Agreement,
appearing before Section 6.01, is hereby amended to read as follows:
Each Credit Party covenants to the Agent and to each Bank as
follows (it being understood that nothing in Section 6.01,
Section 6.02 or Section 6.04 hereof shall prohibit the
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consummation of the 1998 Reinsurance Merger Transaction):
(e) Section 7.01(h) of the Credit Agreement is hereby amended to read
as follows:
(h) X.L. Insurance shall cease to own, beneficially and of
record, directly or indirectly, 100% of the outstanding shares
of common stock of each other Credit Party (other than X.L.
Reinsurance) or EXEL Limited shall cease to own, beneficially
and of record, directly or indirectly all of the outstanding
voting shares of common stock of X.L. Reinsurance, except for
a nominal number of shares owned by nominee shareholders
required by the Bermuda Companies Law.
(f) Section 6.03 of the Credit Agreement is hereby amended by deleting
the period at the end of paragraph (g) thereof and replacing it with "; or" and
by adding after such paragraph (g) a new paragraph (h) to read as follows:
(h) Liens securing letter of credit reimbursement
obligations under the Security Agreement listed on Schedule
6.03(h) hereto (and extension, renewal and replacement Liens
upon the same property or upon substitute property of
approximately the same value, provided the total amount
secured by each Lien constituting such extension, renewal or
replacement Liens shall not exceed the maximum amount secured
by the Liens theretofore existing).
(g) Section 6.08(d) of the Credit Agreement is hereby amended by
adding thereto, between the phrase "Schedule 6.08(d)" and the semicolon at the
end thereof, the phrase "and Indebtedness described on Schedule 6.03(h) hereto".
(h) The Credit Agreement is hereby amended by adding thereto a
Schedule 6.03(h) in the form attached to this Amendment as Schedule 6.03(h).
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.
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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 an Account Party and as a
Guarantor
By:_______________________________
Title:____________________________
X.L. GLOBAL REINSURANCE COMPANY, LTD.
as an Account Party
By:_______________________________
Title:____________________________
X.L. EUROPE INSURANCE, as an
Account Party
By:_______________________________
Title:____________________________
VENTON UNDERWRITING GROUP LIMITED,
as an Account Party
By:_______________________________
Title:____________________________
X.L. INVESTMENTS LTD., as a
Guarantor
By:_______________________________
Title:____________________________
MELLON BANK, N.A., as a Bank,
Issuing Bank and as Agent
By:_______________________________
Title:____________________________
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BANK OF TOKYO - MITSUBISHI LTD.,
as a Bank
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:____________________________
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CREDIT LYONNAIS NEW YORK BRANCH,
as a Bank
By:_______________________________
Title:____________________________
By:_______________________________
Title:____________________________
BANK OF AMERICA NT&SA,
as a Bank
By:_______________________________
Title:____________________________
BANK AUSTRIA AKTIENGESELLSCHAFT,
as a Bank
By:_______________________________
Title:____________________________
By:_______________________________
Title:____________________________
DEUTSCHE BANK AG, NEW YORK OR
CAYMAN ISLANDS BRANCHES,
as a Bank
By:_______________________________
Title:____________________________
By:_______________________________
Title:____________________________
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Schedule 6.03(h)
From and after consummation of the 1998 Reinsurance Merger Transaction, the
Lien referred to in Section 6.03(h) of the Agreement with reference to this
Schedule is a Lien on investment securities and similar property in favor of
Citibank, N.A., as agent or as issuing bank, securing reimbursement obligations
and related obligations with respect to letters of credit issued for the account
of X. L. Reinsurance or its affiliates (or for the account of its predecessor,
Mid Ocean Reinsurance Company, Ltd. or its affiliates) in an aggregate face
amount not exceeding $325,000,000. The Indebtedness described in Section 6.08(d)
of the Agreement with reference to this Schedule consists of the obligations
referred to in the immediately preceding sentence.
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