XLIT LTD. as Issuer XL GROUP PLC as Guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 30, 2015 Subordinated Debt SecuritiesXl Group PLC • March 30th, 2015 • Fire, marine & casualty insurance • New York
INDENTURE, dated as of March 30, 2015, among XLIT Ltd., a Cayman Islands exempted company (herein called the “Company” or the “Issuer”), having its principal office at XL House, 8 St. Stephen’s Green, Dublin 2, Ireland, XL Group plc, an Irish public limited company (herein called the “Guarantor”), having its principal office at XL House, 8 St. Stephen’s Green, Dublin 2, Ireland and Wells Fargo Bank, National Association, a national banking association, as trustee hereunder (herein called the “Trustee”).
March 24, 2015 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman, Sachs & Co. 200 West Street New York, New York 10282-2198 as Representatives of the several Underwriters named in Schedule I hereto (the “Representatives”) Ladies...Xl Group PLC • March 30th, 2015 • Fire, marine & casualty insurance • New York
XLIT Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500.0 million principal amount of 4.450% Subordinated Notes due 2025 (the “2025 Notes”) and an aggregate of $500.0 million principal amount of 5.500% Subordinated Notes due 2045 (the “2045 Notes” and, together with the 2025 Notes, the “Notes”). Payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) on an unsecured and subordinated basis by the Company’s parent company, XL Group plc, an Irish public limited company (the “Guarantor”).
ContractReplacement Capital Covenant • March 30th, 2015 • Xl Group PLC • Fire, marine & casualty insurance
Replacement Capital Covenant, dated as of March 30, 2015 (this “Replacement Capital Covenant”), by XLIT Ltd., an exempted company duly incorporated with limited liability and existing under the laws of the Cayman Islands (together with its successors and assigns, the “Company”), in favor of and for the benefit of each Covered Debtholder (as defined below).
ContractXl Group PLC • March 30th, 2015 • Fire, marine & casualty insurance
This Termination of Replacement Capital Covenant, dated as of March 30, 2015 (this “Termination”), is made by XLIT Ltd., an exempted company duly incorporated with limited liability and existing under the laws of the Cayman Islands (together with its successors and assigns, the “Company”).
