ex10-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing





AGREEMENT OF AMENDMENT


Dated as of February 14, 2007


     Reference is made to (i) that certain Revolving Credit and Security Agreement dated as of February 25, 2003 (as from time to time and as hereby amended, the "Credit Agreement") among XL Re Ltd (the
"Borrower"), CAFCO, LLC (formerly Corporate Asset Funding Company, Inc., "CAFCO"), CRC Funding, LLC (formerly Corporate Receivables Corporation, "CRC"), CHARTA, LLC (formerly CHARTA Corporation, "CHARTA"), CIESCO, LLC (formerly CIESCO, L.P.,
"CIESCO"), Citibank, N.A. ("Citibank"), the other banks from time to time parties thereto and Citicorp North America, Inc., as agent (the "Agent"), and (ii) that certain Control Agreement dated as of February 25, 2003 (as from time to time amended,
the "Control Agreement") among the Borrower, the Agent and Mellon Bank, N.A. (the "Securities Intermediary"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Control
Agreement, as the case may be. 


     The parties to the Credit Agreement agree that, effective as of the date hereof, the definition of "Secondary Lender Stated Expiration Date" set forth in Section 1.01 of the Credit Agreement is hereby
amended by replacing the date "February 14, 2007" set forth therein with the date "February 12, 2008". 


     The parties to the Credit Agreement agree that, effective as of the date hereof Section 4.01(f) of the Credit Agreement is hereby amended by adding the words "or contemplated by our SEC reports,"
after the words "Except as disclosed in Schedule IV hereto" and before the words "or as routinely encountered in claims activity" set forth therein. 


     The parties to the Credit Agreement agree that, effective as of the date hereof Section 4.01(l) of the Credit Agreement is hereby amended by replacing the date set forth therein with the date
"December 31, 2005". 


     The parties to the Control Agreement hereby agree that, effective as of the date hereof, Schedule I of the Control Agreement is hereby amended by replacing it in its entirety with Annex A attached
hereto. 


     The Borrower represents and warrants to the Agent, Citibank, CAFCO, CRC, CHARTA and CIESCO that immediately after giving effect to this Agreement of Amendment, (i) the representations and warranties
of the Borrower set forth in the Credit Agreement are true and correct in all material respects, and (ii) no Default or Event of Default shall be continuing. 


     This Agreement of Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one
and the same agreement. 


     THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 












     All references in any Program Document to the Credit Agreement or the Control Agreement on and after the date hereof shall be deemed to refer to the Credit Agreement or the Control Agreement, as the
case may be, as amended hereby, and the parties hereto agree that on and after the date hereof, the Credit Agreement and the Control Agreement, as amended hereby, are in full force and effect. 
 


 



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     IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized officers as of the date first above written. 

	
CITICORP NORTH AMERICA, INC.,
		 
		
CITIBANK, N.A.,
	
	
as Agent
		 
		
as Secondary Lender
	
	 

	
	 

	
	
By: 	  /s/ Arthur Bovino 	 
		
By: 	  /s/ Arthur Bovino 
	
	Name: Arthur Bovino 	 
		 
	Name: Arthur Bovino 
	
	Title: Vice President 	 
		 
	Title: Vice President 
	 

	
	 

	
	
CAFCO, LLC, as Lender
		 
		
CRC FUNDING, LLC, as Lender
	
	 

	
	
By:  	Citicorp North America, Inc., as 	 
		
By: 	Citicorp North America, Inc., as 
	 
		Attorney-in-Fact	 
		 
	Attorney-in-Fact 
	 

	
	 

	
	
By:
		  /s/
    Arthur Bovino	 
		
By:	    /s/
    Arthur Bovino 
	

		Name: Arthur Bovino	 
		 
	Name: Arthur Bovino 
	

		Title: Vice-President	 
		 
	Title: Vice-President 
	 

	
	 

	
	
CHARTA, LLC, as Lender
		 
		
CIESCO, LLC, as Lender
	
	 

	
	
By:  	Citicorp North America, Inc., as 	 
		
By:  	Citicorp North America, Inc., as 
	
	Attorney-in-Fact	 
		 
	Attorney-in-Fact 
	 

	
	 

	
	
By: 
		  /s/ Arthur Bovino	 
		
By:	     /s/
    Arthur Bovino 
	

		Name: Arthur Bovino	 
		 
	Name: Arthur Bovino 
	
	Title: Vice-President	 
		 
	Title: Vice-President 
	 

	
	 

	
	 

	
	
XL RE LTD,
		 
		
MELLON BANK, N.A.,
	
	
as Borrower
		 
		
as Securities Intermediary,
	
	 

		 
		
solely with respect to the Control Agreement
	
	 

	
	 

	
	
By:	  /s/ Derrick
    A. Irby 	 
		
By:	  /s/
    Dawn V. Robertson 
	
	Name: Derrick A. Irby	 
		 
	Name: Dawn V. Robertson 
	
	Title: SVP & Chief Financial Officer 	 
		 
	Title: Vice President 





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