EX-10.48 10 c22070_ex10-48.txt LETTER OF CREDIT & REIMBURSEMENT AGREEMENT Exhibit 10.48 EXECUTION COUNTERPART AMENDMENT NO. 1 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT AMENDMENT NO. 1 dated as of September 26, 2001, between XL CAPITAL LTD, a company incorporated under the laws of the Cayman Islands, British West Indies ("XL CAPITAL"), X.L. AMERICA, INC., a Delaware corporation ("XL AMERICA"), XL INSURANCE LTD, a Bermuda limited liability corporation ("XL INSURANCE"), XL EUROPE LTD, a company incorporated under the laws of Ireland ("XL EUROPE") and XL RE LTD, a Bermuda limited liability corporation ("XL RE" and, together with XL Capital, XL America, XL Insurance and XL Europe, each an "ACCOUNT PARTY" and each a "GUARANTOR" and collectively, the "ACCOUNT PARTIES" and the "GUARANTORS"; the Account Parties and the Guarantors being collectively referred to as the "OBLIGORS"), the LENDERS party hereto, and THE CHASE MANHATTAN BANK, as Administrative Agent. The Obligors, the Lenders and the Administrative Agent are parties to a Letter of Credit and Reimbursement Agreement dated as of June 29, 2001 (the "CREDIT AGREEMENT"), providing, subject to the terms and conditions thereof, for the issuance of letters of credit for the account of the Account Parties in an aggregate face amount not exceeding $1,000,000,000. The Obligors, the Lenders and the Administrative Agent wish to amend the Credit Agreement in certain respects and accordingly the parties hereto hereby agree as follows: Section 1. DEFINITIONS. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein. Section 2. AMENDMENTS. Effective as provided in Section 4 below, the Credit Agreement is hereby amended as follows: 2.01. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Credit Agreement as amended hereby. 2.02. Clause (b) of Section 4.04 is hereby amended to read in its entirety as follows: "(b) NO MATERIAL ADVERSE CHANGE. Since December 31, 2000, there has been no material adverse change in the assets, business, financial condition or operations of such Account Party and its Subsidiaries, taken as a whole, except 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 7.06." AMENDMENT NO. 1 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT 2.03. Section 7.06 of the Credit Agreement is hereby amended to read in its entirety as follows: "SECTION 7.06. CONSOLIDATED NET WORTH. XL Capital will not permit its Consolidated Net Worth to be less than $4,250,000,000." Section 3. REPRESENTATIONS AND WARRANTIES. Each Obligor hereby represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties set forth in Article IV of the Credit Agreement are, on the date hereof, true and complete as if made on the date hereof (and after giving effect to this Amendment No. 1) and as if each reference in said Article IV to "this Agreement" includes reference to this Amendment No. 1 and (ii) both immediately prior to and as of the date hereof, no Default has occurred and is continuing. Section 4. CONDITIONS PRECEDENT. The amendments to the Credit Agreement set forth in Section 2 above shall become effective, as of the date hereof, upon the satisfaction of the following conditions precedent: 4.01. EXECUTION BY ALL PARTIES. This Amendment No. 1 shall have been executed and delivered by each of the Obligors and the Required Lenders. 4.02. AMENDMENT FEE. The Administrative Agent shall have received for the account of each Lender that consents to this Amendment No. 1 (evidenced by receipt by the Administrative Agent of an executed counterpart of this Amendment No. 1) an amendment fee in an amount equal to 0.03% of the sum of LC Exposures and unused Commitments of each such Lender. 4.03. OTHER DOCUMENTS. Receipt by the Administrative Agent of such other documents as the Administrative Agent or special New York counsel to Chase may reasonably request. Section 5. MISCELLANEOUS. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. Nothing in this Amendment No. 1 shall constitute a waiver of any rights and/or remedies that the Lenders and/or the Administrative Agent may have under the Credit Agreement and nothing contained herein shall obligate the Lenders to grant any future waiver of any provision of the Credit Agreement. XL Capital shall pay all reasonable expenses incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to Chase, in connection with the preparation, negotiation, execution and delivery of this Amendment No. 1. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York. AMENDMENT NO. 1 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written. X.L. AMERICA, INC., as a Account Party and a Guarantor By /s/ MARTHA BANNERMAN --------------------------------- Name: Martha Bannerman Title: Executive Vice President & General Counsel XL INSURANCE LTD, as a Account Party and a Guarantor By /s/ CHRIS COELHO ------------------------------------------ Name: Chris Coehlo Title: Senior Vice President & Chief Financial Officer XL EUROPE LTD, as a Account Party and a Guarantor By /s/ FIONA MULDOON ------------------------------------------ Name: Fiona Muldoon Title: Chief Financial Officer and Company Secretary XL RE LTD, as a Account Party and a Guarantor By /s/ HENRY C. V. KEELING ------------------------------------------ Name: Henry C. V. Keeling Title: President & Chief Executive Officer AMENDMENT NO. 1 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT IN WITNESS WHEREOF, XL Capital has caused this Amendment No. 1 to be duly executed as a Deed by an authorized officer as of the day and year first above written. EXECUTED AS A DEED by XL CAPITAL LTD, as an Account Party and a Guarantor /s/ PAUL GIORDANO ------------------------------------------ witness By /s/ MICHAEL SIESE ---------------------------------------- Name: Michael Siese Title: Senior Vice President & Treasurer AMENDMENT NO. 1 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT LENDERS THE CHASE MANHATTAN BANK, individually and as Administrative Agent By /s/ HELEN L. NEWCOMB ------------------------------------------ Name: Helen L. Newcomb Title: Vice President CITIBANK, N.A. By: /s/ MICHAEL TAYLOR ----------------------------------------- Name: Michael Taylor Title: VP MELLON BANK, N.A. By: /s/ KARLA K. MALOOF ----------------------------------------- Name: Karla K. Maloof Title: Vice President BANK OF AMERICA, N.A. By: /s/ DEBRA BASLER ----------------------------------------- Name: Debra Basler Title: Vice President AMENDMENT NO. 1 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT BANK ONE, NA By: /s/ GRETCHEN ROETZER ----------------------------------------- Name: Gretchen Roetzer Title: Assistant Vice President BARCLAYS BANK PLC By: /s/ RP JOHNSON ----------------------------------------- Name: RP Johnson Title: Relationship Director By: ----------------------------------------- Name: Title: By: ----------------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK BRANCH By: /s/ KEN RICCIARDI ----------------------------------------- Name: Ken Ricciardi Title: VP DEUTSCHE BANK AG By: /s/ RUTH LEUNG ----------------------------------------- Name: Ruth Leung Title: Director By: /s/ CLINTON JOHNSON ----------------------------------------- Name: Clinton Johnson Title: Managing Director DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ JONATHAN WALLIN ----------------------------------------- Name: Jonathan Wallin Title: Vice President By: /s/ ERIKA WALTEB-ENGEMANN ----------------------------------------- Name: Erika Walteb-Engemann Title: Director AMENDMENT NO. 1 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT FLEET NATIONAL BANK By: /s/ LAWRENCE DOWNS ----------------------------------- Name: Lawrence Downs Title: Associate: LLOYDS TSB BANK PLC By: /s/ MICHAEL GILLIGAN ----------------------------------- Name: Michael Gilligan Title: Director By: /s/ PAUL D. BRIAMONTE ----------------------------------- Name: Paul D. Briamonte Title: Director - Project Finanance ABN AMRO BANK N.V., LONDON BRANCH By: /s/ DW MILLS ----------------------------------- Name: DW Mills Title: By: /s/ MARTYN TAPLIN ----------------------------------- Name: Martyn Taplin Title: AMENDMENT NO. 1 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT BANCO SANTANDER CENTRAL HISPANO, S.A. By: /s/ PHIL PERRY ----------------------------------------- Name: Phil Perry Title: Senior Vice President By: /s/ SEN LOUIE ----------------------------------------- Name: Sen Louie Title: Assistant Vice President COMERICA BANK By: /s/ MARTIN G. ELLIS ----------------------------------------- Name: Martin G. Ellis Title: Vice President FIRST UNION NATIONAL BANK By: /s/ DANIEL J. NORTON ----------------------------------------- Name: Daniel J. Norton Title: Director NATIONAL WESTMINSTER BANK PLC By: /s/ ----------------------------------------- Name: Title: STATE STREET BANK AND TRUST COMPANY By: /s/ EDWARD M. ANDERSON ----------------------------------------- Name: Edward M. Anderson Title: Vice President AMENDMENT NO. 1 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT