EX-10.46 8 c22070_ex10-46.txt SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT Exhibit 10.46 * CONFORMED COPY SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of September 26, 2001 (this "Amendment"), by and among XL Insurance Ltd, XL Re Ltd (formerly known as XL Mid Ocean Reinsurance Ltd), EXEL Acquisition Ltd. and XL Capital Ltd, as Guarantors and, except in the case of EXEL Acquisition, as Borrowers (the Guarantors and the Borrowers being referred to herein collectively as the "XL Parties"), Mellon Bank, N.A., as 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: - - - - - - - - - - WHEREAS, the XL Parties, the Banks, and the Agent are parties to a Revolving Credit Agreement, dated as of June 6, 1997, (as amended by the First Amendment thereto, dated as of November 5, 1997, the Second Amendment thereto, dated as of August 3, 1998, the Third Amendment thereto, dated as of December 4, 1998, the Fourth Amendment thereto, dated as of June 30, 1999, the Fifth Amendment thereto, dated as of February 25, 2000, and the Sixth Amendment thereto, dated as of August 27, 2001, the "Credit Agreement"), pursuant to which the Banks have agreed, on the terms and subject to the conditions described therein, to make, and have made, Loans to the Borrowers; and WHEREAS, the XL Parties have requested the Banks to make certain additional 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 (a) Section 6.06 of the Credit Agreement is hereby amended to read in its entirety as follows: 6.06. CONSOLIDATED NET WORTH. XL Capital will not permit its Consolidated Net Worth to be less than $4,250,000,000 at any time. (b) Section 3.05 of the Credit Agreement is hereby amended to read in its entirety as follows: 3.05. NO ADVERSE CHANGES. Since November 30, 1996, there has been no occurrence or event which has had a Material Adverse Effect, except (insofar as clause (a) of the definition of the term "Material Adverse Effect is concerned) for losses caused by or relating to or arising out of the terrorist events of September 11, 2001; PROVIDED, however, that XL Capital remains in compliance with Section 6.06. SECTION 2. EFFECTIVENESS. This Amendment shall become effective upon the satisfaction of the following conditions precedent: (i) this Amendment shall have been executed and delivered by the XL Parties, the Agent and the Required Banks and (ii) the Agent shall have received for the account of each Bank which shall have consented to this Amendment (evidenced by receipt by the Agent of an executed counterpart of this Amendment) an amendment fee in an amount equal to 0.03% of the Seventh Amendment to Revolving Credit Agreement (XL) -2- Committed Amount of such Bank. XL Capital agrees to pay such amendment fee to each Bank which consents to this Amendment (so evidenced) whether the counterpart of this Amendment signed by such Bank is received by the Agent before or after this Amendment becomes effective. SECTION 3. MISCELLANEOUS. The Credit Agreement, as amended by this Amendment, is in all respects ratified, approved and confirmed and shall, as so amended, remain in full force and effect. Nothing in this Amendment shall constitute a waiver of any rights or remedies that the Banks or the Agent may have under the Credit Agreement and nothing contained herein shall obligate the Banks to grant any future waiver of any provision of the Credit Agreement. XL Capital shall pay all reasonable expenses incurred by the Agent, including the reasonable fees, charges and disbursements of Reed Smith LLP, counsel for the Agent, in connection with the preparation, negotiation, execution and delivery of this Amendment. This Amendment may be executed in any 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. SECTION 4. GOVERNING LAW. This Amendment shall be deemed to be a 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. Seventh Amendment to Revolving Credit Agreement (XL) -3- IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. XL INSURANCE LTD, as a Borrower and as a Guarantor By: /s/ CHRISTOPHER COELHO ------------------------------------ Title: SENIOR VICE PRESIDENT & CFO XL RE LTD (formerly known as XL MID OCEAN REINSURANCE LTD), as a Borrower and as a Guarantor By: /s/ HENRY KEELING ------------------------------------ Title: PRESIDENT & CEO EXEL ACQUISITION LTD., as a Guarantor By: /s/ BRIAN O'HARA ------------------------------------ Title: PRESIDENT XL CAPITAL LTD, as a Borrower and as a Guarantor By: /s/ BRIAN O'HARA ------------------------------------ Title: PRESIDENT & CEO Seventh Amendment to Revolving Credit Agreement (XL) -4- MELLON BANK, N.A., as a Bank and as Agent By: /s/ KARLA K. MALOOF ---------------------------------- Title: VICE PRESIDENT BANK OF TOKYO - MITSUBISHI LTD., as a Bank By: ---------------------------------- Title: ------------------------------- DEUTSCHE BANK AG, NEW YORK OR CAYMAN ISLANDS BRANCHES, as a Bank By: /s/ RUTH LEUNG ---------------------------------- Title: DIRECTOR By: /s/ CLINTON M. JOHNSON ---------------------------------- Title: MANAGING DIRECTOR THE BANK OF NOVA SCOTIA, as a Bank By: /s/ TODD MELLER ---------------------------------- Title: MANAGING DIRECTOR Seventh Amendment to Revolving Credit Agreement (XL) -5- THE CHASE MANHATTAN BANK, as a Bank By: /s/ HELEN L. NEWCOMB --------------------------------------- Title: VICE PRESIDENT THE BANK OF BERMUDA LIMITED, as a Bank By: /s/ A. KERRY DAVISON --------------------------------------- Title: V.P. CREDIT MANAGER, ------------------------------ CORPORATE CASH MANAGEMENT ROYAL BANK OF CANADA, as a Bank By: --------------------------------------- Title: ------------------------------------ BANQUE NATIONALE DE PARIS, as a Bank By: --------------------------------------- Title: ------------------------------------ By: --------------------------------------- Title: ------------------------------------ Seventh Amendment to Revolving Credit Agreement (XL) -6- BANK OF AMERICA, N. A., as a Bank By: /s/ DEBRA BASLER ---------------------------------------- Title: VICE PRESIDENT CREDIT LYONNAIS NEW YORK BRANCH, as a Bank By: /s/ KEN RICCIARDI ---------------------------------------- Title: VICE PRESIDENT By: ---------------------------------------- Title: ------------------------------------- BAYERISCHE HYPO- UND VEREINSBANK AG, Grand Cayman Branch, as a Bank By: /s/ DEBRA LASKOWSKI ---------------------------------------- Title: MANAGING DIRECTOR By: /s/ MICHAEL F. DAVIS ---------------------------------------- Title: DIRECTOR FLEET NATIONAL BANK, as a Bank By: ---------------------------------------- Title: ------------------------------------- Seventh Amendment to Revolving Credit Agreement (XL) -7-