LETTER OF CREDIT FACILITY AND REIMBURSEMENT AGREEMENTXl Capital LTD • March 15th, 2004 • Surety insurance
CLAUSE PAGE 1. DEFINITIONS 4 2. THE FACILITY 18 3. UTILISATION OF THE FACILITY 19 4. TERMINATION OF LETTERS OF CREDIT 21 5. PAYMENT OF DEMANDS 25 6. THE ACCOUNT PARTY’S LIABILITIES IN RELATION TO LETTERS OF CREDIT 26 7. DEFAULT INTEREST 27 8. TERMINATION AND REDUCTION OF THE COMMITMENTS 28 9. FEES 28 10. TAXES 31 11. TAX RECEIPTS 32 12. INCREASED COSTS 33 13. ILLEGALITY 34 14. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS. 35 15. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS. 36 16. GUARANTEE AND INDEMNITY 38 17. REPRESENTATIONS AND WARRANTIES 42 18. AFFIRMATIVE COVENANTS 46 19. NEGATIVE COVENANTS 51 20. EVENTS OF DEFAULT 56 21. THE AGENT, THE ARRANGER AND THE LENDERS 58 22. NOTICES 66 23. WAIVERS AND AMENDMENTS 67 24. COSTS AND EXPENSES 68 25. INDEMNITIES 69 26. ALTERATION TO THE PARTIES 70 27. SET OFF 75 28. MISCELLANEOUS PROVISIONS 76 29. GOVERNING LAW AND JURISDICTION 77 30. TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY 78 31. THIRD PARTY RIGHTS 79
THIRD AMENDMENT TO LETTER OF CREDIT FACILITY AND REIMBURSEMENT AGREEMENTAnd Reimbursement Agreement • March 15th, 2004 • Xl Capital LTD • Surety insurance • Pennsylvania
THIS THIRD AMENDMENT TO LETTER OF CREDIT FACILITY AND REIMBURSEMENT AGREEMENT, dated as of December 23, 2003 (this “Third Amendment”), by and among XL Insurance (Bermuda) Ltd (formerly XL Insurance Ltd), XL Capital Ltd, XL Europe Ltd, XL Re Ltd (formerly XL Mid Ocean Reinsurance Ltd), XL London Market Group plc (formerly The Brockbank Group plc) and XL Investments Ltd (each a “XL Party” and collectively, the “XL Parties”) and Mellon Bank, N.A., as Issuing Bank (in such capacity, the “Issuing Bank”) and as Agent (in such capacity, the “Agent”) and as a Bank (in such capacity, the “Bank”)
STANDBY LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • March 15th, 2004 • Xl Capital LTD • Surety insurance • New York
