THE GUARANTORS (as defined herein) THE LENDERS PARTY HERETO (as defined herein) CITIBANK INTERNATIONAL PLC as Agent and Security Trustee SALOMON BROTHERS INTERNATIONAL LIMITED as Arranger LETTER OF CREDIT FACILITY AND REIMBURSEMENT AGREEMENTXl Capital LTD • March 31st, 2003 • Surety insurance
CLAUSE PAGE DEFINITIONS 4 THE FACILITY 17 UTILISATION OF THE FACILITY 18 TERMINATION OF LETTERS OF CREDIT 20 PAYMENT OF DEMANDS 23 THE ACCOUNT PARTY’S LIABILITIES IN RELATION TO LETTERS OF CREDIT 24 DEFAULT INTEREST 25 TERMINATION AND REDUCTION OF THE COMMITMENTS 25 FEES 26 TAXES 28 TAX RECEIPTS 29 INCREASED COSTS 30 ILLEGALITY 31 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS 31 PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS 32 GUARANTEE AND INDEMNITY 35 REPRESENTATIONS AND WARRANTIES 38 AFFIRMATIVE COVENANTS 42 NEGATIVE COVENANTS 46 EVENTS OF DEFAULT 50 THE AGENT, THE ARRANGER AND THE LENDERS 52 NOTICES 59
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XL CAPITAL PARTNERS I, L.P. FIRST AMENDMENT, dated as of October 30, 2002 (this “ Amendment”), to the Amended and Restated Agreement of Limited Partnership, dated as of...Xl Capital LTD • March 31st, 2003 • Surety insurance
WHEREAS, XL Capital Partners Corporation, as general partner of the Partnership (the “General Partner”), desires to amend the Partnership Agreement with the consent of a majority of the Limited Partners to reflect certain changes in Sections 6.1, 7.1 and 8.2;
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XL PRINCIPAL PARTNERS I, L.P.Xl Capital LTD • March 31st, 2003 • Surety insurance
FIRST AMENDMENT, dated as of October 30, 2002 (this “Amendment”), to the Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2001 (the “Partnership Agreement”), of XL Principal Partners I, L.P. (the “Partnership”).
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT364-Day Credit Agreement • March 31st, 2003 • Xl Capital LTD • Surety insurance
AMENDMENT NO. 1, dated as of July 19, 2002, to the Credit Agreement referred to below, between XL CAPITAL LTD, a company incorporated under the laws of the Cayman Islands, British West Indies, X.L. AMERICA, INC., a Delaware corporation, XL INSURANCE (BERMUDA) LTD., a Bermuda limited liability company, XL EUROPE LTD, a company incorporated under the laws of Ireland, and XL RE LTD, a Bermuda limited liability company, each of the Lenders party to such Credit Agreement and JPMORGAN CHASE BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
REVOLVING CREDIT AND SECURITY AGREEMENT among CORPORATE ASSET FUNDING COMPANY, INC., as Lender CORPORATE RECEIVABLES CORPORATION, as Lender CHARTA CORPORATION, as Lender CIESCO, L.P., as Lender CITIBANK, N.A., as Secondary Lender and CITICORP NORTH...Credit and Security Agreement • March 31st, 2003 • Xl Capital LTD • Surety insurance • New York
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of February 25, 2003 among CORPORATE ASSET FUNDING COMPANY, INC., CORPORATE RECEIVABLES CORPORATION, CHARTA CORPORATION, CIESCO, L.P., CITIBANK, N.A., the other Secondary Lenders (as hereinafter defined) from time to time parties hereto, CITICORP NORTH AMERICA, INC., as agent for the Lenders (as hereinafter defined) and the Secondary Lenders (in such capacity, together with its successors and assigns, the “Agent”) and XL RE LTD, a Bermuda property and casualty reinsurer (together with its permitted successors and assigns, the “Borrower”).
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XL CAPITAL PARTNERS I, L.P.Xl Capital LTD • March 31st, 2003 • Surety insurance
SECOND AMENDMENT, dated as of March 6, 2003 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership, dated as of May 31, 2001 (the “Partnership Agreement”), of XL Capital Partners I, L.P. (the “Partnership”).
CONTROL AGREEMENTControl Agreement • March 31st, 2003 • Xl Capital LTD • Surety insurance • New York
CONTROL AGREEMENT (this “Agreement”), dated as of February 25, 2003, among XL RE LTD (together with its permitted successors and assigns, “XLReB”), CITICORP NORTH AMERICA, INC., as agent on behalf of the Secured Parties (as defined below) (in such capacity, together with its successors and assigns, the “Agent”) and MELLON BANK, N.A., as custodian and securities intermediary (in such capacity, together with its successors and assigns, the “Securities Intermediary”).
ContractAmendment Agreement • March 31st, 2003 • Xl Capital LTD • Surety insurance • England
Dated 19 July 2002 “WINTERTHUR” SWISS INSURANCE COMPANY And XL INSURANCE (BERMUDA) LTD AMENDMENT AGREEMENT For the Exclusion and Transfer of the Swiss, Belgian, Spanish and Portuguese Accident and Health Business of XL WINTERTHUR INTERNATIONAL
STANDBY LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • March 31st, 2003 • Xl Capital LTD • Surety insurance • New York
In consideration of National Australia Bank Limited, New York Branch (the “Bank”) issuing its irrevocable standby letter of credit (the “Credit”) substantially in the form of Exhibit A hereto in favor of the Beneficiary (as defined in the Credit, the “Beneficiary”) identified by written notice from the Applicant (as defined below) from the list attached as Exhibit B hereto and for the account of XL Capital Ltd, XL America, Inc, XL Insurance (Bermuda) Ltd, XL Europe Ltd and XL Re Ltd , jointly and severally, (the “Applicant”), the Applicant hereby agrees with the Bank as follows:
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XL PRINCIPAL PARTNERS I, L.P.Xl Capital LTD • March 31st, 2003 • Surety insurance
SECOND AMENDMENT, dated as of March 6, 2003 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2001 (the “Partnership Agreement”), of XL Principal Partners I, L.P. (the “Partnership”).
