| Preview
Subscribers | 2004 |
Letter of Credit Reimbursement Agreement
Letter of Credit Reimbursement Agreement (136K)
Doc #729682: Click preview link for longer preview.
LETTER OF CREDIT REIMBURSEMENT AGREEMENT
dated as of November 23, 2004
between
MAX RE LTD.
and
ING BANK N.V., LONDON BRANCH
ARTICLE I.DEFINITIONS
1
SECTION 1.1
Definitions
1
SECTION 1.2
Other Interpretive Provisions
13
SECTION 1.3
Accounting Principles . . .
729682
|
McGraw-Hill Companies
As referenced in this Letter of Credit Reimbursement Agreement:
McGraw-Hill Companies, Inc – and the Lender, as such Security Agreement may be amended, modified or supplemented from time to time.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc .
Subsidiary means a corporation of which the indicated Person and/or its other Subsidiaries, individually or in the aggregate, own, directly or indirectly, such number of outstanding shares as
_____________
dt 1516697
;
Fannie Mae
As referenced in this Letter of Credit Reimbursement Agreement:
Federal National Mortgage Association – binding effect or enforceability against the Borrower of any Credit Document that by its terms purports to bind the Borrower.
MBS (Agency Pass-Throughs) means any instrument, issued by the Federal National Mortgage Association , the Government National Mortgage Association or the Federal Home Loan Mortgage Corporation, that entitles the holder of, or beneficial owner under, the instrument to the whole or any part
_____________
Federal National Mortgage Association – actual or scheduled payments on the underlying mortgages.
MBS (Agency CMOs) means collateralized mortgage obligations or real estate mortgage investment conduit pass through securities, in any case issued by the Federal National Mortgage Association , the Government National Mortgage Association or the Federal Home Loan Mortgage Corporation.
MBS Investments means MBS (Agency CMOs) and MBS (Non-Agency CMOs) which constitute TACs, PACs and Sequentials (
_____________
Federal National Mortgage Association – shall be excluded from the Borrowing Base.
MBS (Non-Agency CMOs) means collateralized commercial mortgage obligations or commercial real estate mortgage investment conduit pass through securities, not issued by the Federal National Mortgage Association , the Government National Mortgage Association or the Federal Home Loan Mortgage Corporation.
MDS means Max Re Diversified Strategies Ltd.
MDS Shares means common shares of MDS so long as (
_____________
dt 1438430
;
|
 BofA
As referenced in this Letter of Credit Reimbursement Agreement:
Bank of America, Na – are parties to that certain Fourth Amended and Restated Letter of Credit Reimbursement Agreement dated as of June 4, 2004 among the Borrower, various financial institutions (including the Lender) and Bank of America, Na tional Association, as Administrative Agent (as in effect on the Effective Date, the Bank of America Agreement). The Borrower and the Lender agree that if any amendment is made to
_____________
dt 1558225
;
Chase Manhattan
As referenced in this Letter of Credit Reimbursement Agreement:
Chase Manhattan Bank – Bank N.V., London Branch
60 London Wall
London EC2M 5TQ
United Kingdom
Attention: Robert Miners
Telephone: 011 44 207 767 5908
Facsimile: 011 44 207 767 7507
Payment Office:
Chase Manhattan Bank NY
Swift Code CHASUS33
ABA No. 021 000 021
For Account Name: ING London
Account Number: 0011938123
MAX RE LTD.
Notices:
Max Re Ltd.
P.O. Box HM 2565
Max
_____________
dt 1425920
;
 Akin Gump
As referenced in this Letter of Credit Reimbursement Agreement:
Akin Gump – until formally advised by a like certificate of any changes therein.)
(d) Opinion of Counsel. An opinion of counsel of the Borrower, addressed to the Lender from each of (i) Akin Gump Strauss Hauer & Feld LLP, New York counsel to the Borrower (ii) Sarene Loar, counsel to the Borrower and (iii) Conyers, Dill and Pearman, Bermuda counsel to the Borrower, each
_____________
dt 1523957
|
| Preview
Subscribers | 2002 |
Letter of Credit Reimbursement Agreement
Letter of Credit Reimbursement Agreement (264K)
Doc #1076035: Click preview link for longer preview.
dated as of January 14, 2002
among
MAX RE LTD.
as the Borrower,
VARIOUS FINANCIAL INSTITUTIONS
as the Lenders,
BAYERISCHE HYPO- UND VEREINSBANK AG,
NEW YORK BRANCH,
as Fronting Bank,
and
BAYERISCHE HYPO-UND VEREINSBANK AG,
. . .
1076035
|
Max Re Capital
As referenced in this Letter of Credit Reimbursement Agreement:
Max Re Capital Ltd – thereto and HVB, as Administrative Agent.
"Grand Central" means Grand Central Re Limited, a Bermuda-domiciled
-------------
insurance and reinsurance company which is a wholly-controlled Subsidiary of
HVB.
"Guarantor" means Max Re Capital Ltd ., a Bermuda company.
---------
"Guaranty" means a guaranty substantially in the form of Exhibit D.
-------- ---------
"Hedging Obligations" means, with respect to any Person, the net
-------------------
liability of such Person under
_____________
Max Re Capital Ltd – Rata Share
------ ----------------- --------------
Bayerische Hypo- und $ 100,000,000 100.00%
Vereinsbank AG,
New York Branch
----------------- --------------
TOTAL $100,000,000 100.00%
SCHEDULE 4.1
------------
JURISDICTIONS
Max Re Ltd.
Bermuda
Max Re Capital Ltd .
Bermuda
Max Re Diversified Strategies, Ltd.
Bahamas
Max Re Europe Limited
Ireland
SCHEDULE 4.2
------------
LITIGATION
None
SCHEDULE 4.7
------------
LOCATIONS
Max Re Ltd.
Ascot House, 28
_____________
dt 1543967
;
Fannie Mae
As referenced in this Letter of Credit Reimbursement Agreement:
Federal
-------------------------
National Mortgage Association – Credit Document that by its
terms purports to bind the Borrower, the Guarantor or MRDS, as the case may be.
"MBS (Agency Pass-Throughs)" means any instrument, issued by the Federal
-------------------------
National Mortgage Association , the Government National Mortgage Association or
the Federal Home Loan Mortgage Corporation, that entitles the holder of, or
beneficial owner under, the instrument to the whole or any part
_____________
Federal National Mortgage Association – actual or scheduled payments
on the underlying mortgages.
"MBS (Agency CMOs)" means collateralized mortgage obligations or real
----------------
estate mortgage investment conduit pass through securities, in any case issued
by the Federal National Mortgage Association , the Government National Mortgage
Association or the Federal Home Loan Mortgage Corporation.
13
"MBS Investments" means MBS (Agency CMOs), MBS (Agency Pass- Throughs)
---------------
and MBS (Non-Agency CMOs),
_____________
Federal National Mortgage Association – shall be excluded from the Borrowing Base.
"MBS (Non-Agency CMOs)" means collateralized commercial mortgage
--------------------
obligations or commercial real estate mortgage investment conduit pass through
securities, not issued by the Federal National Mortgage Association , the
Government National Mortgage Association or the Federal Home Loan Mortgage
Corporation which are not rated below AAA by S&P or Aaa by Moody's or the
equivalent
_____________
dt 1438550
;
BofA
As referenced in this Letter of Credit Reimbursement Agreement:
Bank of America, Na – in each of a securities account and collateral
account of the Borrower, as more fully described in the Security Agreement dated
as of February 25, 2000 between the Borrower and Bank of America, Na tional
Association.
SCHEDULE 10.2
-------------
ADDRESSES
LENDING OFFICES,
----------------
ADDRESSES FOR NOTICES
---------------------
BAYERISCHE HYPO- UND VEREINSBANK AG,
------------------------------------
NEW YORK BRANCH,
----------------
as Administrative Agent,
Fronting Bank and Lender
Lending Letter of
_____________
dt 1558240
;
|
BNY
As referenced in this Letter of Credit Reimbursement Agreement:
Bank of New York – Federal Funds Rate" means, for any day, the rate set forth in the
------------------
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
_____________
dt 1586132
;
Akin Gump
As referenced in this Letter of Credit Reimbursement Agreement:
Akin, Gump – of any changes therein.)
(e) Opinion of Counsel. An opinion of counsel of the
------------------
Borrower, addressed to the Administrative Agent, the Fronting Bank and
the Lenders from each of (i) Akin, Gump , Strauss, Hauer & Feld, L.L.P.,
-
New York counsel to the Borrower and the Guarantor, (ii) Conyers, Dill
--
and Pearman, Bermuda counsel to the Borrower and the Guarantor, and
(
_____________
dt 1524068
|