Letter of Credit Facility Agreement



 Exhibit 10.19.4 
  

			
	

	  	LIMITED LIABILITY PARTNERSHIP

  
 CONFORMED COPY

  
 DATED 15 NOVEMBER 2004 
  
 ACE LIMITED 
 as Account Party 
  
 ACE BERMUDA INSURANCE LTD. 
 and 
 ACE TEMPEST REINSURANCE LTD. 
 as Guarantors 
  

CITIGROUP GLOBAL MARKETS LIMITED 
 and

 BARCLAYS CAPITAL 
 as Lead
Arrangers 
  
 ING BANK, N.V., LONDON BRANCH 
 as Co-Arranger 
  
 CITIBANK INTERNATIONAL plc 
 as Agent and Security Trustee 
  
 and 
  
 OTHERS 
  

  
 FIFTH AMENDMENT AND RESTATEMENT AGREEMENT

 RELATING TO A LETTER OF CREDIT FACILITY 
 AGREEMENT ORIGINALLY DATED 19 NOVEMBER 1999 
  

  









 CONTENTS 
  

					
	Clause

	 	 	  	Page


	1.      Interpretation	  	1
		
	2.      Amendment And Restatement	  	2
		
	3.      Representations	  	2
		
	4.      Continuing Obligations And Further Assurance	  	2
		
	5.      Costs, Expenses And Fees	  	2
		
	6.      Designation As Finance Document	  	3
		
	7.      Governing Law	  	3
		
	8.      Incorporation Of Terms	  	3
		
	9.      Counterparts	  	3
			
	Schedule 1	 	The Banks	  	4
			
	Schedule 2	 	Conditions Precedent	  	5

  
 The
Exhibit            Form of Amended Facility Agreement 
  









 THIS AGREEMENT is dated 15 November 2004 and made between: 
  

	(1)	ACE LIMITED (the “Account Party”); 

  

	(2)	ACE BERMUDA INSURANCE LTD. and ACE TEMPEST REINSURANCE LTD. (together the “Guarantors”); 

  

	(3)	CITIGROUP GLOBAL MARKETS LIMITED and BARCLAYS CAPITAL (the investment banking division of Barclays Bank PLC) (the “Lead Arrangers”);


  

	(4)	ING BANK, N.V., LONDON BRANCH (the “Co-Arranger” and, together with the Lead Arrangers, the “Arrangers”); 

  

	(5)	CITIBANK INTERNATIONAL plc (the “Agent” and “Security Trustee”); and 

  

	(6)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 as Banks (the “Banks”). 

  
 WHEREAS: 
  

	(A)	By a dual currency letter of credit facility agreement originally dated 19 November 1999 (a) as amended and restated by an amendment agreement dated 17 November 2000, (b) as amended
by an amendment agreement dated 23 October 2001, (c) as amended and restated by an amendment and restatement agreement dated 21 November 2001, (d) as amended and restated by an amendment and restatement agreement dated 19 November 2002 and (e) as
amended and restated by an amendment and restatement agreement dated 14 November 2003 (the “Original Facility Agreement”) between (1) the Account Party, (2) the Guarantor named therein, (3) the Arrangers, (4) the Agent and (5) the
banks named therein, the Banks granted to the Account Party a letter of credit facility in an aggregate amount of £380,000,000. 

  

	(B)	The parties hereto wish to amend the Original Facility Agreement upon the terms and subject to the conditions set out below. 

  
 IT IS AGREED as follows: 
  

	1.	INTERPRETATION 

  

	1.1	Incorporation of defined terms 

  
 Terms defined in the Original Facility Agreement and not otherwise defined herein shall have the same meaning in this Agreement, and the principles of
construction set out in the Original Facility Agreement shall apply to this Agreement as if set out in this Agreement in full. 
  

	1.2	Other defined terms 

  
 In this Agreement: 
  
 “Amended Facility Agreement” means the Original Facility Agreement as amended by this Agreement. 
  
 “Commencement Date” means the date on which the Agent
confirms in writing to the Account Party, the Guarantors and the Banks that it has received, in form and substance 

  

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satisfactory to it, each of the documents and other items specified in Schedule 2 (Conditions Precedent) to this Agreement. 
  

	1.3	Third Party Rights 

  
 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

  

	2.	AMENDMENT AND RESTATEMENT 

  
 With effect on and from the Commencement Date, the Original Facility Agreement shall be amended and restated so that it shall be read and construed for
all the purposes as set forth in the Exhibit hereto. 
  

	3.	REPRESENTATIONS 

  
 On the date of this Agreement and on the Commencement Date, the Account Party and the Guarantors shall make the Representations as if each reference in
those Representations to “this Agreement” and “the Finance Documents” includes a reference to (a) this Agreement and (b) the Amended Facility Agreement. 
  

	4.	CONTINUING OBLIGATIONS AND FURTHER ASSURANCE 

  

	4.1	Continuing Obligations 

  
 The Original Facility Agreement and the Finance Documents and every clause thereof shall continue to be in full force and effect and binding on the
parties thereto save as expressly amended and supplemented by this Agreement. 
  

	4.2	Further Assurance 

  
 Each of the Account Party and the Guarantors shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable
to give effect to the amendments effected or to be effected pursuant to this Agreement. 
  

	5.	COSTS, EXPENSES AND FEES 

  

	5.1	Transaction Expenses 

  
 The Account Party shall promptly on demand pay the Banks the amount of all costs and expenses (including legal fees) reasonably incurred (together with
any VAT thereon) by the Banks in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement and the completion of the transactions herein contemplated. 
  

	5.2	Enforcement Costs 

  
 The Account Party shall, within three Business Days of demand, pay to each Bank the amount of all costs and expenses (including legal fees) on a full
indemnity basis together with any VAT thereon incurred by that Bank in connection with the enforcement of, or the preservation of any rights under this Agreement and any other document referred to in this Agreement. 
  

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	5.3	Stamp Taxes 

  
 The Account Party shall pay and, within three Business Days of demand, indemnify each Bank against any costs, loss or liability that each such Bank incurs
in relation to all stamp duty, registration and other similar taxes payable in respect of this Agreement and any other document referred to in this Agreement or any judgment given in connection with this Agreement. 
  

	6.	DESIGNATION AS FINANCE DOCUMENT 

  
 The Account Party and the Agent designate this Agreement as a Finance Document by execution of this Agreement for the purposes of the definition of
Finance Document in the Original Facility Agreement. 
  

	7.	GOVERNING LAW 

  
 This Agreement shall be governed by and construed in accordance with English law. 
  

	8.	INCORPORATION OF TERMS 

  
 The provisions of clause 31 (Remedies and Waivers, Partial Invalidity) and clause 36 (Jurisdiction) of the Original Facility
Agreement shall apply, mutatis mutandis, hereto and as if references therein to “this Agreement” or “the Finance Documents” are references to this Agreement. 
  

	9.	COUNTERPARTS 

  
 This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy
of this Agreement. 
  
 This Agreement has been entered into on the date stated
at the beginning of this Agreement. 
  

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 SCHEDULE 1 

 
 THE BANKS 
  

			
	 Bank

	  	Commitment1 (£)


	 Citibank, N.A.
	  	67,000,000
		
	 Barclays Bank PLC
	  	67,000,000
		
	 ING Bank N.V., London Branch
	  	62,000,000
		
	 Calyon New York Branch
	  	43,000,000
		
	 National Westminster Bank PLC
	  	43,000,000
		
	 The Bank of Tokyo-Mitsubishi Ltd., New York Branch
	  	43,000,000
		
	 Lloyds TSB Bank plc
	  	30,000,000
		
	 ABN AMRO BANK N.V., London Branch
	  	25,000,000
		
	 TOTAL
	  	380,000,000



	1	Note that the final banks and commitments will need to be agreed once syndication is completed 

  

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 SCHEDULE 2 

 
 CONDITIONS PRECEDENT 
  

	1.	In relation to each Obligor: 

  

	 	(i)	confirmation by an Authorised Signatory of the Obligors that there have been no changes to the constitutional documents of such Obligor since, in the case of ACE Tempest Reinsurance
Ltd., 14 November 2003, and, in the case of each other Obligor, 21 November 2001; 

  

	 	(ii)	a copy, certified as at the date of this Agreement as a true and up-to-date copy by an Authorised Signatory of such Obligors, of a board resolution of such Obligor approving the
execution, delivery and performance of this Agreement and the terms and conditions hereof and authorising a named person or persons to sign this Agreement and any documents to be delivered by such Obligor pursuant hereto; 


 

	 	(iii)	a certificate of an Authorised Signatory of such Obligor setting out the names and signatures of the persons authorised to sign, on behalf of such Obligor, this Agreement, and any
documents to be delivered by such Obligor pursuant hereto. 

  

	2.	An opinion of Clifford Chance, solicitors to the Agent. 

  

	3.	An opinion of Maples and Calder, Cayman Islands counsel to the Account Party addressed to the Finance Parties. 

  

	4.	An opinion of Conyers, Dill and Pearman, Bermudian counsel to the Account Party addressed to the Finance Parties. 

  

	5.	A copy, certified a true copy by an Authorised Signatory of the Account Party, of the financial statements of the Account Party referred to in sub-clauses 15.4.1 and 15.4.2 of
Clause 15.4 (Financial Information) of the Amended Facility Agreement. 

  

	6.	Evidence satisfactory to the Agent that Lloyd’s agrees to accept deeds of substitution in respect of transfers by Banks. 

  

	7.	Evidence satisfactory to the Agent that all Original Letters of Credit will be cancelled by Lloyd’s upon the issue of the Letters of Credit issued under the Amended Facility
Agreement on and after the Commencement Date. 

  

	8.	Evidence that ACE London Services Limited of ACE Building, 100 Leadenhall Street, London EC3A 3BP has agreed to act as the agent of each Obligor for the service of process in
England in respect of this Agreement and the Amended Facility Agreement. 

  

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 SIGNATURES 

 
 The Account Party 
  

			
	ACE LIMITED
		
	By:	 	 Brian Duperreault

		
	By:	 	 Philip Bancroft

		
	By:	 	 Donald Kramer

	 	 	 

  

			
	The Guarantors
	
	ACE BERMUDA INSURANCE LTD.
		
	By:	 	 Andrew Kendrick

		
	By:	 	 Andrew Gibbs

	
	ACE TEMPEST REINSURANCE LTD.
	
	Executed as a deed
		
	By:	 	 David Furby

		
	By:	 	 Augustin Hardart

	
	The Lead Arrangers
	
	CITIGROUP GLOBAL MARKETS LIMITED
		
	By:	 	 Paul Gibbs

	 	 	 
	BARCLAYS CAPITAL
		
	By:	 	 Niels Pedersen

	 	 	 

  

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	The Co-Arranger
	
	ING BANK, N.V., LONDON BRANCH
		
	By:	 	 T. Bates

		
	By:	 	 P. Galpin

	 	 	 

  

			
	The Agent and Security Trustee
	
	CITIBANK INTERNATIONAL plc
		
	By:	 	 Paul Gibbs

	 	 	 

  

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	The Banks
	
	ABN AMRO BANK N.V., LONDON BRANCH
		
	By:	 	 Martyn Taplin

		
	By:	 	 Steve Elliott

	 	 	 

  

			
	BARCLAYS BANK PLC
		
	By:	 	 Neil Holmes

	 	 	 

  

			
	CITIBANK, N.A.
		
	By:	 	 Paul Gibbs

	 	 	 

  

			
	CALYON NEW YORK BRANCH
		
	By:	 	 Sebastian Rocco        Peter Rasmussen

	 	 	 

  

			
	ING BANK N.V., LONDON BRANCH
		
	By:	 	 T. Bates

		
	By:	 	 P. Galpin

	 	 	 

  

			
	LLOYDS TSB BANK PLC
		
	By:	 	 Bill Cooper

	 	 	 

  

			
	NATIONAL WESTMINSTER BANK PLC
		
	By:	 	 John Mallett

	 	 	 

  

			
	THE BANK OF TOKYO-MITSUBISHI LTD., NEW YORK BRANCH
		
	By:	 	 Jesse A. Reid, Jr.

	 	 	 

  

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