ContractPledge Agreement • July 1st, 2010 • Xl Capital LTD • Surety insurance • New York
THIS FIRST AMENDMENT TO THE PLEDGE AGREEMENT, dated as of June 30, 2010 (this “Amendment”), among XL Capital Ltd, a Cayman Islands exempted limited company (“XL-Cayman”), XL Company Switzerland GmbH, a limited liability company incorporated under the laws of Switzerland (“XL-Switzerland”), and The Bank of New York Mellon, a New York banking corporation, not individually but solely as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), as securities intermediary with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), in each case pursuant to the Pledge Agreement (as hereafter referred to), and as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Units (in such capacity, together with its successors in such c
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2010 • Xl Capital LTD • Surety insurance • Delaware
This INDEMNIFICATION AGREEMENT (including Appendices A and B hereto, this “Agreement”) is dated and effective as of July 1, 2010 and made by and between XL Capital Ltd, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”). Capitalized terms used but not otherwise defined in the body of this Agreement shall have the respective meanings ascribed to such terms in Appendix B hereto.
ContractSupplemental Indenture • July 1st, 2010 • Xl Capital LTD • Surety insurance • New York
This Supplemental Indenture, dated as of June 30, 2010 (this “Supplemental Indenture”), is entered into among XL Company Switzerland GmbH, a limited liability company incorporated under the laws of Switzerland (the “New Guarantor”), XL Capital Finance (Europe) plc, a public limited company incorporated under the laws of England and Wales (the “Company”), XL Capital Ltd, an exempted limited company incorporated under the laws of the Cayman Islands (the “Existing Guarantor”), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (as successor to State Street Bank and Trust Company), as Trustee under the Indenture (as defined below). Capitalized terms used, but not otherwise defined, herein shall have the meanings assigned to such terms in the Indenture.
and to THE BANK OF NEW YORK MELLON, as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of June 30, 2010 SENIOR DEBT SECURITIES Supplement to Indenture dated as of June 2, 2004 and Fifth Supplemental Indenture dated as of August 5, 2008Supplemental Indenture • July 1st, 2010 • Xl Capital LTD • Surety insurance • New York
SIXTH SUPPLEMENTAL INDENTURE dated as of June 30, 2010 (the “Sixth Supplemental Indenture”), by and among XL CAPITAL LTD, a Cayman Islands exempted limited company (the “Company”), the entire issued ordinary share capital of which is owned by the Guarantor (as defined below) and having its principal office at XL House, One Bermudiana Road, Hamilton HM 08, Bermuda, XL GROUP PLC, a public limited company incorporated under the laws of Ireland (the “Guarantor”), having its registered office at No. 1 Hatch Street Upper, 4th Floor, Dublin 2, Ireland, and THE BANK OF NEW YORK MELLON, a New York banking corporation, having a Corporate Trust Office at 101 Barclay Street, Floor 8W, New York, New York 10286, as trustee (the “Trustee”);
ContractPurchase Contract Agreement • July 1st, 2010 • Xl Capital LTD • Surety insurance • New York
THIS FIRST SUPPLEMENT TO THE PURCHASE CONTRACT AGREEMENT, dated as of June 30, 2010 (this “Supplemental Agreement”), among XL Company Switzerland GmbH, a limited liability company incorporated under the laws of Switzerland and wholly owned by XL-Cayman (as defined below) (“XL-Switzerland”), XL Group plc, a public limited company incorporated under the laws of Ireland (“Parent”), XL Capital Ltd, a Cayman Islands exempted limited company (“XL-Cayman”), the entire issued ordinary share capital of which is owned by Parent, and The Bank of New York Mellon, a New York banking corporation, acting as purchase contract agent and attorney-in-fact for the Holders of Units from time to time (the “Agent”) pursuant to the Purchase Contract Agreement (as defined below).
