Exhibit
10.2


[EXECUTION COPY]




 





CREDIT AGREEMENT


Dated as of June 19, 2007


among


WHITE
MOUNTAINS INSURANCE GROUP, LTD.,


as the Borrower,


BANK OF
AMERICA, N.A.,


as Administrative
Agent, Swing Line Lender and


Issuing Lender,


and


THE OTHER LENDERS PARTY HERETO


LEHMAN
BROTHERS INC.,


as Syndication Agent


and


JPMORGAN CHASE BANK, N.A.,


THE BANK OF NEW YORK,


THE BANK OF TOKYO-MITSUBISHI UFJ.
LTD., NEW YORK BRANCH,


and


DEUTSCHE
BANK AG NEW YORK BRANCH


as Co-Documentation Agents


and 


BANC OF AMERICA SECURITIES LLC,


and


LEHMAN
BROTHERS INC.


as Joint Lead Arrangers and Joint Book Runners




 



















TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
  Defined Terms

  	
  1

  
	
   

  	
  1.2.

  	
  Other Definitional Provisions

  	
  24

  
	
   

  	
  1.3.

  	
  Letter of Credit Amounts

  	
  25

  
	
   

  	
  1.4.

  	
  Rounding

  	
  25

  
	
   

  	
  1.5.

  	
  Times of Day

  	
  25

  
	
   

  	
   

  	
   

  
	
  2.

  	
  AMOUNT AND TERMS OF COMMITMENTS

  	
  25

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1.

  	
  Revolving Credit Commitments

  	
  25

  
	
   

  	
  2.2.

  	
  Procedure for Revolving Credit Borrowing

  	
  26

  
	
   

  	
  2.3.

  	
  Swing Line Commitment

  	
  27

  
	
   

  	
  2.4.

  	
  Procedure for Swing Line Borrowing; Refunding of
  Swing Line Loans

  	
  27

  
	
   

  	
  2.5.

  	
  Repayment of Loans; Evidence of Debt

  	
  29

  
	
   

  	
  2.6.

  	
  Facility Fee, etc

  	
  30

  
	
   

  	
  2.7.

  	
  Termination or Reduction of Revolving Credit
  Commitments

  	
  31

  
	
   

  	
  2.8.

  	
  Prepayments

  	
  31

  
	
   

  	
  2.9.

  	
  Conversion and Continuation Options

  	
  32

  
	
   

  	
  2.10.

  	
  Maximum Number of Eurodollar Loans

  	
  33

  
	
   

  	
  2.11.

  	
  Interest Rates and Payment Dates

  	
  33

  
	
   

  	
  2.12.

  	
  Computation of Interest and Fees

  	
  33

  
	
   

  	
  2.13.

  	
  Inability to Determine Interest Rate

  	
  34

  
	
   

  	
  2.14.

  	
  Pro Rata Treatment and Payments

  	
  34

  
	
   

  	
  2.15.

  	
  Requirements of Law

  	
  36

  
	
   

  	
  2.16.

  	
  Taxes

  	
  38

  
	
   

  	
  2.17.

  	
  Compensation for Losses

  	
  39

  
	
   

  	
  2.18.

  	
  Illegality

  	
  40

  
	
   

  	
  2.19.

  	
  Change of Office

  	
  40

  
	
   

  	
  2.20.

  	
  Replacement of Lenders under Certain Circumstances

  	
  40

  
	
   

  	
  2.21.

  	
  Guaranty of Payment and Performance

  	
  41

  
	
   

  	
  2.22.

  	
  Increase in Commitments

  	
  41

  
	
   

  	
   

  	
   

  
	
  3.

  	
  LETTERS OF CREDIT

  	
  42

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  L/C Commitment

  	
  42

  
	
   

  	
  3.2.

  	
  Procedure for Issuance and Amendment of Letter of
  Credit

  	
  42

  
	
   

  	
  3.3.

  	
  Drawings and Reimbursements; Funding of
  Participations

  	
  43

  
	
   

  	
  3.4.

  	
  Repayment of Participations

  	
  45

  
	
   

  	
  3.5.

  	
  Obligations Absolute

  	
  46

  
	
   

  	
  3.6.

  	
  Role of Issuing Lender

  	
  46

  



 



 i
 









 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  

  	
  3.7.

  	
  Cash Collateral

  	
  47

  
	
   

  	
  3.8.

  	
  Applicability of ISP98 and UCP

  	
  47

  
	
   

  	
  3.9.

  	
  Fees and Other Charges

  	
  47

  
	
   

  	
  3.10.

  	
  Conflict with Issuer Documents

  	
  48

  
	
   

  	
   

  	
   

  
	
  4.

  	
  CONDITIONS PRECEDENT

  	
  48

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1.

  	
  Conditions to Closing

  	
  48

  
	
   

  	
  4.2.

  	
  Conditions to Closing and Each Extension of Credit

  	
  49

  
	
   

  	
   

  	
   

  
	
  5.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  50

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1.

  	
  Financial Statements

  	
  50

  
	
   

  	
  5.2.

  	
  Corporate Existence; Compliance with Law

  	
  51

  
	
   

  	
  5.3.

  	
  Corporate Power; Authorization; Enforceable
  Obligations

  	
  51

  
	
   

  	
  5.4.

  	
  No Legal Bar

  	
  51

  
	
   

  	
  5.5.

  	
  No Material Litigation

  	
  51

  
	
   

  	
  5.6.

  	
  Ownership of Property; Liens

  	
  52

  
	
   

  	
  5.7.

  	
  Intellectual Property

  	
  52

  
	
   

  	
  5.8.

  	
  Taxes

  	
  52

  
	
   

  	
  5.9.

  	
  Federal Regulations

  	
  52

  
	
   

  	
  5.10.

  	
  ERISA

  	
  52

  
	
   

  	
  5.11.

  	
  Investment Company Act; Other Regulations

  	
  53

  
	
   

  	
  5.12.

  	
  Use of Proceeds

  	
  53

  
	
   

  	
  5.13.

  	
  Accuracy of Information, etc

  	
  53

  
	
   

  	
  5.14.

  	
  Insurance Regulatory Matters

  	
  53

  
	
   

  	
  5.15.

  	
  Indebtedness and Liens

  	
  53

  
	
   

  	
  5.16.

  	
  Taxpayer Identification Number

  	
  54

  
	
   

  	
   

  	
   

  
	
  6.

  	
  AFFIRMATIVE COVENANTS

  	
  54

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Financial Statements

  	
  54

  
	
   

  	
  6.2.

  	
  Certificates; Other Information

  	
  57

  
	
   

  	
  6.3.

  	
  Payment of Obligations

  	
  58

  
	
   

  	
  6.4.

  	
  Conduct of Business and Maintenance of Existence,
  etc

  	
  58

  
	
   

  	
  6.5.

  	
  Maintenance of Property; Insurance

  	
  58

  
	
   

  	
  6.6.

  	
  Inspection of Property; Books and Records;
  Discussions

  	
  58

  
	
   

  	
  6.7.

  	
  Notices

  	
  59

  
	
   

  	
  6.8.

  	
  Taxes

  	
  60

  
	
   

  	
  6.9.

  	
  Use of Proceeds

  	
  60

  
	
   

  	
  6.10.

  	
  Further Assurances

  	
  60

  
	
   

  	
   

  	
   

  
	
  7.

  	
  NEGATIVE COVENANTS

  	
  60

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1.

  	
  Financial Condition Covenants

  	
  60

  



 



 ii
 









 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  

  	
  7.2.

  	
  Limitation on Indebtedness

  	
  61

  
	
   

  	
  7.3.

  	
  Limitation on Liens

  	
  62

  
	
   

  	
  7.4.

  	
  Limitation on Changes in Fiscal Periods

  	
  63

  
	
   

  	
  7.5.

  	
  Limitation on Lines of Business

  	
  63

  
	
   

  	
  7.6.

  	
  Guarantors

  	
  63

  
	
   

  	
   

  	
   

  
	
  8.

  	
  EVENTS OF DEFAULT

  	
  63

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1.

  	
  Events of Default

  	
  63

  
	
   

  	
  8.2.

  	
  Remedies Upon Event of Default

  	
  66

  
	
   

  	
   

  	
   

  
	
  9.

  	
  THE ADMINISTRATIVE AGENT

  	
  66

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1.

  	
  Appointment

  	
  66

  
	
   

  	
  9.2.

  	
  Delegation of Duties

  	
  67

  
	
   

  	
  9.3.

  	
  Liability of Administrative Agent

  	
  67

  
	
   

  	
  9.4.

  	
  Reliance by Administrative Agent

  	
  68

  
	
   

  	
  9.5.

  	
  Notice of Default

  	
  68

  
	
   

  	
  9.6.

  	
  Credit Decision; Disclosure of Information by
  Administrative Agent

  	
  68

  
	
   

  	
  9.7.

  	
  Indemnification of Administrative Agent

  	
  69

  
	
   

  	
  9.8.

  	
  Administrative Agent in its Individual Capacity

  	
  69

  
	
   

  	
  9.9.

  	
  Successor Administrative Agent

  	
  70

  
	
   

  	
  9.10.

  	
  Administrative Agent May File Proofs of Claim

  	
  71

  
	
   

  	
  9.11.

  	
  Guarantee and Collateral Matters

  	
  71

  
	
   

  	
  9.12.

  	
  Other Agents; Arrangers and Managers

  	
  72

  
	
   

  	
   

  	
   

  
	
  10.

  	
  MISCELLANEOUS

  	
  72

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1.

  	
  Amendments, Etc

  	
  72

  
	
   

  	
  10.2.

  	
  Notices; Effectiveness; Electronic Communication

  	
  74

  
	
   

  	
  10.3.

  	
  No Waiver; Cumulative Remedies

  	
  76

  
	
   

  	
  10.4.

  	
  Survival of Representations and Warranties

  	
  76

  
	
   

  	
  10.5.

  	
  Attorney Costs and Expenses

  	
  76

  
	
   

  	
  10.6.

  	
  Indemnification

  	
  77

  
	
   

  	
  10.7.

  	
  Successors and Assigns

  	
  78

  
	
   

  	
  10.8.

  	
  Adjustments; Set-off

  	
  83

  
	
   

  	
  10.9.

  	
  Counterparts

  	
  84

  
	
   

  	
  10.10.

  	
  Severability

  	
  84

  
	
   

  	
  10.11.

  	
  Integration

  	
  84

  
	
   

  	
  10.12.

  	
  GOVERNING LAW

  	
  85

  
	
   

  	
  10.13.

  	
  SUBMISSION TO JURISDICTION; WAIVERS

  	
  85

  
	
   

  	
  10.14.

  	
  WAIVERS OF JURY TRIAL

  	
  85

  
	
   

  	
  10.15.

  	
  No Advisory or Fiduciary Responsibility

  	
  86

  
	
   

  	
  10.16.

  	
  Confidentiality

  	
  86

  



 



 iii
 









 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  

  	
  10.17.

  	
  Release of Guarantee Obligations

  	
  87

  
	
   

  	
  10.18.

  	
  Accounting Changes

  	
  88

  
	
   

  	
  10.19.

  	
  USA PATRIOT Act Notice

  	
  88

  
	
   

  	
  10.20.

  	
  Interest Rate Limitation

  	
  89

  



 



 iv
 









 


	
  SCHEDULES:

  	
   

  
	
   

  	
   

  
	
  1

  	
  Commitment Schedule

  
	
  1A

  	
  Existing Letters of Credit

  
	
  5.3

  	
  Consents, Authorizations, Filings and Notices

  
	
  10.2

  	
  Notice Addresses

  
	
   

  	
   

  
	
  EXHIBITS:

  	
   

  
	
   

  	
   

  
	
  A

  	
  Form of Compliance Certificate

  
	
  B-1

  	
  Form of Borrowing Request

  
	
  B-2

  	
  Form of Swing Line Loan Notice

  
	
  C-1

  	
  Form of Revolving Credit Note

  
	
  C-2

  	
  Form of Swing Line Note

  
	
  D

  	
  Form of Exemption Certificate

  
	
  E

  	
  Form of Closing Certificate

  
	
  F

  	
  Form of Legal Opinion of Robert Seelig, Esq.

  
	
  G

  	
  Form of Legal Opinion of Conyers Dill & Pearman

  
	
  H

  	
  Form of Assignment and Assumption

  
	
  I

  	
  Form of Instrument of Accession

  
	
  J

  	
  Form of Guaranty

  



 



 v














CREDIT
AGREEMENT


This CREDIT AGREEMENT, dated as of June 19,
2007, among (i) WHITE MOUNTAINS INSURANCE
GROUP, LTD., a company existing under the laws of Bermuda (the “Borrower”),
(ii) each lender from time to time party hereto (collectively, the “Lenders”),
(iii) BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and the Issuing Lender and (iv) LEHMAN BROTHERS INC., as Syndication
Agent.  


PRELIMINARY STATEMENTS


The Borrower has
requested that the Lenders provide a revolving credit facility, and the Lenders
are willing to do so on the terms and conditions set forth herein.


In consideration of the
mutual covenants and agreements herein contained, the parties hereto covenant
and agree as follows:


1.             DEFINITIONS


1.1.  Defined
Terms.  As used in this Agreement,
the terms listed in this Section  1.1 shall have the respective
meanings set forth in this Section 1.1.


“Act of 1934”
means the Securities Exchange Act of 1934 and the regulations issued
thereunder.


“Administrative
Agent” means Bank of America, N.A., in its capacity as administrative agent
under any of the Loan Documents, or any successor administrative agent
appointed in accordance with Section 9.9.


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.2, or such other
address or account as the Administrative Agent may from time to time notify the
Borrower and the Lenders.


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by
the Administrative Agent.


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by, or is under common control with, such
Person.  For purposes of this definition,
“control” of a Person means the power, directly or indirectly, either to (a)
vote 10% or more of the securities having ordinary voting power for the
election of directors (or persons performing similar functions) of such Person
or (b) direct or cause the direction of the management and policies of such
Person, whether by contract or otherwise.


“Agent Fee
Letter” means that certain letter agreement dated as of April 16, 2007 by
and between the Borrower, the Administrative Agent and Banc of America
Securities LLC.












“Agent-Related
Persons” means the Administrative Agent, together with its Affiliates
(including, Bank of America, N.A. in its capacity as the Administrative Agent
and Banc of America Securities LLC in its capacity as one of the Arrangers),
and the officers, directors, employees, agents and attorneys-in-fact of such
Persons and Affiliates.


“Agreement”
means this Credit Agreement, as amended, restated, extended, supplemented or
otherwise modified from time to time.


“Annual
Statement” means the annual statutory financial statement of any Insurance
Subsidiary required to be filed with the Department of its jurisdiction of
incorporation or organization, which statement shall be in the form required by
such Insurance Subsidiary’s jurisdiction of incorporation or organization or,
if no specific form is so required, in the form of financial statements
permitted by such Department to be used for filing annual statutory financial
statements and shall contain the type of information permitted or required by
such Department to be disclosed therein, together with all exhibits or
schedules filed therewith.


“Applicable
Margin” means the applicable percentage per annum set forth below
corresponding to the Total Consolidated Debt to Total Consolidated
Capitalization Ratio as of the most recent fiscal quarter of the Borrower for
which a Compliance Certificate has been or is required to have been delivered
pursuant to Section 6.2(b):


	
  Pricing

  Level

  	
   

  	
  Total Consolidated Debt to Total

  Consolidated Capitalization Ratio

  	
   

  	
  Applicable Margin

  	
   

  
	
  I

  	
   

  	
  £ 10.0%

  	
   

  	
  0.320

  	
  %

  
	
  II

  	
   

  	
  >
  10.0% £ 15.0%

  	
   

  	
  0.400

  	
  %

  
	
  III

  	
   

  	
  >
  15.0% £ 22.5%

  	
   

  	
  0.525

  	
  %

  
	
  IV

  	
   

  	
  >
  22.5% < 30.0%

  	
   

  	
  0.675

  	
  %

  
	
  V

  	
   

  	
  3
  30.0%

  	
   

  	
  0.875

  	
  %

  



 


The Applicable Margin in effect from the Closing Date
through the first Business Day immediately following the date the first
Compliance Certificate is delivered to the Administrative Agent pursuant to Section
6.2(b), shall be the Applicable Margin set forth in pricing level III.  Any increase or decrease in the Applicable
Margin resulting from a change in the Total Consolidated Debt to Total
Consolidated Capitalization Ratio, as set forth on a Compliance Certificate
delivered pursuant to Section 6.2(b), shall become effective as of the
first Business Day immediately following delivery of such Compliance
Certificate; provided, however, that if a Compliance Certificate
is not delivered when due in accordance with Section 6.2(b), then the
level V Applicable Margin shall apply as of the first Business Day after the
date on which such Compliance Certificate was required to have been delivered
until the first Business Day after the date on which such Compliance
Certificate is delivered.



 2
 








“Application”
means an application and agreement for the issuance or amendment of a Letter of
Credit in the form from time to time used by the Issuing Lender, which shall
not be inconsistent with this Agreement or impose additional obligations on the
Borrower.


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.


“Arranger Fee
Letter” means that certain letter agreement dated as of April 16, 2007 by
and among the Borrower, the Arrangers and LBB.


“Arrangers”
means Banc of America Securities LLC and Lehman Brothers Inc., in their
respective capacities as joint lead arrangers and joint book runners.


“Assignee Group”
means two or more Eligible Assignees that are Affiliates of one another or two
or more Approved Funds managed by the same investment advisor.


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and
an Eligible Assignee (with the consent of any party whose consent is required
by Section 10.7(b), and accepted by the Administrative Agent,
substantially in the form of Exhibit H or any other form approved by the
Administrative Agent.


“Attorney Costs”
means and includes all reasonable fees, expenses and disbursements of any law
firm or other external counsel.


“Available
Revolving Credit Commitment” means, with respect to any Lender at any time,
an amount equal to the excess, if any, of (a) such Lender’s Revolving Credit
Commitment then in effect over (b) such Lender’s Revolving Extensions of
Credit then outstanding.


“Base Rate”
means, for any day, a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for
such day as publicly announced from time to time by Bank of America, N.A. as
its “prime rate.”  The “prime rate” is a
rate set by Bank of America, N.A. based upon various factors including Bank of
America, N.A.’s costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. 
Any change in such rate announced by Bank of America, N.A. shall take
effect at the opening of business on the day specified in the public
announcement of such change.


“Base Rate
Loans” means Loans for which the applicable rate of interest is based upon
the Base Rate.


“Benefited
Lender” has the meaning specified in Section 10.8.



 3
 








“Berkshire
Hathaway” means, Berkshire Hathaway Inc., or an Affiliate thereof.


“Berkshire
Preferred Stock” means the $300,000,000 aggregate liquidation preference
amount of non-voting preferred stock issued by Fund American to Berkshire
Hathaway pursuant to the Certificate of Designation of Series A Preferred Stock
of TACK Acquisition Corp. (n/k/a Fund American) as amended, supplemented or
otherwise modified from time to time.


“Board” means
the Board of Governors of the Federal Reserve System of the United States (or
any successor).


“Borrower
Materials” has the meaning specified in Section 6.2(e).


“Borrower”
has the meaning specified in the preamble hereto.


“Borrowing Date”
means any Business Day specified by the Borrower as a date on which the
Borrower requests the relevant Lenders to make Loans hereunder.


“Borrowing
Request” means a notice of (a) a borrowing, (b) a conversion of Loans from
one Type to the other, or (c) a continuation of Eurodollar Loans pursuant to Sections
2.2 or 2.9 which, if in writing, shall be substantially in the form
of Exhibit B-1.


“Business Day”
means (i) with respect to any borrowing, payment or rate selection of
Eurodollar Loans, a day (other than a Saturday or Sunday) on which banks
generally are open in New York City for the conduct of substantially all of
their commercial lending activities, interbank wire transfers can be made on
the Fedwire system and dealings in Dollars are carried on in the London interbank
market and (ii) for all other purposes, a day (other than a Saturday or Sunday)
on which banks generally are open in New York City for the conduct of
substantially all of the commercial lending activities, and interbank wire
transfers can be made on the Fedwire system.


“Capital Lease
Obligations” means, with respect to any Person, the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP; and, for the purposes of
this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.


“Capital and
Surplus” means, as of any date, (a) as to any Insurance Subsidiary
domiciled in the United States, the total surplus as regards to policyholders
(or any successor line item description that contains the same information) as
shown in its Annual Statement or Interim Statement, or an amount determined in
a consistent manner for any date other than one as of which an Annual Statement
or Interim Statement is prepared, (b) as to Sirius, the total solvency capital
(or any successor line item description that contains the same information) as
shown in its Annual Statement or Interim



 4
 








Statement, or an
amount determined in a consistent manner for any date other than one as of
which an Annual Statement or Interim Statement is prepared and (c) as to any
other Insurance Subsidiary, the equivalent amount (determined in good faith by
the Borrower).


“Capital Stock”
means any and all shares, interests, participations or other equivalents
(however designated) of capital stock or share capital of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.


“Cash
Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Issuing Lender and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant
to documentation in form and substance reasonably satisfactory to the Administrative
Agent and the Issuing Lender (which documents are hereby consented to by the
Lenders).  Derivatives of such term have
corresponding meanings. 


“Change of
Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Act of 1934 and the rules of the SEC thereunder as in effect on the date
hereof), other than (i) Berkshire Hathaway, (ii) Franklin Mutual or (iii) John
J. Byrne or any Related Person with respect to John J. Byrne (together with, in
the case of clauses (i), (ii) and (iii), their
Affiliates), of Capital Stock representing more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding Capital Stock
of the Borrower, or (b) the occupation, within a period of two years, of a
majority of the seats (other than vacant seats) on the board of directors of
the Borrower by Persons who were neither (i) nominated by the board of
directors of the Borrower nor (ii) appointed by directors so
nominated.  For the avoidance of doubt,
none of the Capital Stock held by the entities listed in clauses (a)(i),
(a)(ii) and (a)(iii), nor the Capital Stock held by any of their
Affiliates, shall be included as being owned by a Person or group when
determining whether such Person or group has met the 30% threshold set forth in  clause (a).


“Closing
Certificate” means a certificate substantially in the form of Exhibit E.


“Closing Date”
means the first date on which all the conditions precedent in Section 4.1
are satisfied or waived in accordance with Section 10.1.


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


“Commitments”
means, collectively the Revolving Credit Commitments, the Swing Line
Commitment, the L/C Commitment or as the context may require, any such
Commitment.


“Commonly
Controlled Entity” means an entity, whether or not incorporated, that is
under common control with the Borrower within the meaning of Section 4001 (a)
(14) of ERISA or that is treated as a single employer with the Borrower under
Section 414 of the Code.



 5
 








“Compensation
Period” has the meaning specified in Section 2.14(e)(ii).


“Compliance
Certificate” means a certificate duly executed by a Responsible Officer on
behalf of the Borrower substantially in the form of Exhibit A.


“Conditional
Common Equity” means convertible preferred equity issued by the Borrower or
any of its Subsidiaries which will convert to common equity of the Borrower or
any of its Subsidiaries upon shareholder approval (provided that such
shareholder approval is obtained within the period required by the terms
thereof).


“Consolidated
Net Income” means, for any period, the consolidated net income (or loss) of
the Borrower and its consolidated Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP; provided, however,
that in calculating Consolidated Net Income for any period, there shall be
excluded for purposes of the calculation of Consolidated Net Income (a) the
income (or deficit) of any Person accrued prior to the date it becomes a
Subsidiary of the Borrower or is merged into or consolidated with the Borrower
or any of its Subsidiaries and (b) any effects resulting from the application of FIN 46R.


“Consolidated
Net Worth” means, as at any date, the sum of all amounts that would, in
conformity with GAAP be included on a consolidated balance sheet of the
Borrower and its consolidated Subsidiaries under stockholders’ equity at such
date, plus minority interests in Subsidiaries, as determined in accordance with
GAAP; provided, however, that in calculating Consolidated Net
Worth as at any date, there shall
be excluded for purposes of the calculation of Consolidated Net Worth any
effects resulting from (a) SFAS 115 or (b) the application of FIN 46R.


“Cure Period”
has the meaning specified in Section 7.1(b).


“Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its Property is bound.


“Debt”
means indebtedness for borrowed money.


“Debtor Relief
Laws” the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief laws of the United States or other applicable jurisdictions,
domestic or foreign, from time to time in effect and affecting the rights of
creditors generally.


“Default”
means any of the events specified in Section 8.1, whether or not
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


“Defaulting
Lender” means any Lender that (a) has failed to fund any portion of the
Loans or participations in the L/C Obligations required to be funded by it
hereunder within one Business Day of the date required to be funded by it
hereunder unless such failure has been cured, (b) has otherwise failed to pay
over to the



 6
 








Administrative
Agent or any other Lender any other amount required to be paid by it hereunder
within one Business Day of the date when due unless the subject of a good faith
dispute or unless such failure has been cured or (c) has been deemed insolvent
or become the subject of a bankruptcy or insolvency proceeding.


“Default Rate”
has the meaning specified in Section 2.11(c).


“Department”
means, with respect to any Insurance Subsidiary, the insurance commissioner or
other Governmental Authority of such Insurance Subsidiary’s jurisdiction of
incorporation or organization.


“Dollars”
and “$” means lawful currency of the United States of America.


“Eligible
Assignee” means any Person that meets the requirements to be an assignee
under Section 10.7(b)(iii), (v), (vi), (vii) and (viii)
(subject to such consents, if any, as may be required under Section
10.7(b)(iii)).


“Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, injunctive or
equitable relief, fines, penalties or indemnities), of the Borrower or any of
its Subsidiaries resulting from or based upon (a) a violation of any
environmental law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) human exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time.


“Eurodollar
Loans” means Loans for which the applicable rate of interest is based upon
the Eurodollar Rate.


“Eurodollar
Rate” means, for any Interest Period with respect to a Eurodollar Loan, the
rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source
providing quotations of BBA LIBOR as designated by the Administrative Agent
from time to time) at approximately 11:00 A.M., London time, two Business Days
prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period.  If such rate is
not available at such time for any reason, then the “Eurodollar Rate” for such
Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in Dollars for delivery on the first day
of such Interest Period in same day funds in the approximate amount of the
Eurodollar Loan being made, continued or converted by Bank of America, N.A. and
with a term equivalent to such Interest Period would be offered by Bank of
America, N.A.’s London branch to major banks in the London interbank eurodollar
market at their request at approximately 11:00 A.M. (London time) two Business
Days prior to the commencement of such Interest Period. 



 7
 








“Excluded Taxes”
has the meaning specified in Section 2.16(a).


“Existing
Credit Agreement” means that certain Credit Agreement, dated as of November
14, 2006, among the Borrower, White Mountains Re, the several banks and other
financial institutions or entities from time to time parties thereto, Lehman
Brothers Inc., as syndication agent, and Bank of America, N.A., as
administrative agent.


“Existing
Letters of Credit” means those letters of credit set forth on Schedule
1A.


“Event of
Default” means any of the events specified in Section 8.1, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.


“Facility Fee
Rate” means the applicable percentage per annum set forth below
corresponding to the Total Consolidated Debt to Total Consolidated
Capitalization Ratio as of the most recent fiscal quarter of the Borrower for
which a Compliance Certificate has been or is required to have been delivered
pursuant to Section 6.2(b):


	
  Pricing

  Level

  	
   

  	
  Total Consolidated Debt to Total

  Consolidated Capitalization Ratio

  	
   

  	
  Facility Fee Rate

  	
   

  
	
  I

  	
   

  	
  £ 10.0%

  	
   

  	
  0.080

  	
  %

  
	
  II

  	
   

  	
  >
  10.0%  £
  15.0%

  	
   

  	
  0.100

  	
  %

  
	
  III

  	
   

  	
  >
  15.0%  £
  22.5%

  	
   

  	
  0.125

  	
  %

  
	
  IV

  	
   

  	
  >
  22.5%  <
  30.0%

  	
   

  	
  0.175

  	
  %

  
	
  V

  	
   

  	
  3
  30.0%

  	
   

  	
  0.225

  	
  %

  



 


The Facility Fee Rate in effect from the Closing Date
through the first Business Day immediately following the date the first
Compliance Certificate is delivered to the Administrative Agent pursuant to Section
6.2(b), shall be the Facility Fee Rate set forth in pricing level III.  Any increase or decrease in the Facility Fee
Rate resulting from a change in the Total Consolidated Debt to Total
Consolidated Capitalization Ratio, as set forth on a Compliance Certificate
delivered pursuant to Section 6.2(b), shall become effective as of the
first Business Day immediately following delivery of such Compliance
Certificate; provided, however, that if a Compliance Certificate
is not delivered when due in accordance with Section 6.2(b), then the
level V Facility Fee Rate shall apply as of the first Business Day after the
date on which such Compliance Certificate was required to have been delivered
until the first Business Day after the date on which such Compliance
Certificate is delivered.


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average
of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such



 8
 








day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as
so published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Bank of America, N.A. on such day on such
transactions as reasonably determined by the Administrative Agent.


“Fee Letters”
means, collectively, the Agent Fee Letter and the Arranger Fee Letter.


“FIN 46R”
means FASB Interpretation No. 46, “Consolidation of Variable Interest Entities,”
and its revision by the Financial Accounting Standards Board.


“Fitch”
means Fitch, Inc. (or any successor thereto).


“Franklin
Mutual” means any investment fund managed by Franklin Mutual Advisers LLC
(or any successor thereto) or any of its Affiliates.


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in revolving credit
facilities and similar extensions of credit in the ordinary course of its
business.


“Fund American”
means Fund American Companies, Inc., a Delaware corporation.


“Fund American
Enterprises” means Fund American Enterprises Holdings, Inc., a Delaware
corporation.


“Fund American
Notes” means those certain 5.875% Senior Notes issued pursuant to the
Senior Indenture, dated as of May 19, 2003, between the Borrower, Fund American
and Bank One, National Association, as trustee, in the initial aggregate
principal amount of $700,000,000 due May 15, 2013.


“Fund American
Preferred Stock” means collectively, the Berkshire Preferred Stock and the
Zenith Preferred Stock.


“Fundamental
Change” means any of (a) the Borrower consolidating or amalgamating with or
merging into any other Person, (b) the Borrower failing to preserve, renew and
keep, in full force and effect, its corporate existence, (c) the Borrower,
directly or indirectly through one or more of its Subsidiaries, conveying or
transferring the properties and assets of the Borrower and its Subsidiaries
(taken as a whole for the Borrower and its Subsidiaries) substantially as an
entirety (other than to the Borrower or one or more of its Subsidiaries), or
(d) the Borrower liquidating, winding up or dissolving itself, other than, in
the case of clauses (a) through (d), any such transaction or
transactions the sole purpose of which is to change the domicile of the
Borrower (in any such redomiciliation (x) the surviving, amalgamated
or transferee entity shall expressly assume, by an agreement reasonably
satisfactory to the Administrative Agent,



 9
 








the obligations of
the Borrower to be performed or observed hereunder and deliver to the
Administrative Agent such corporate authority documents and legal opinions as
the Administrative Agent shall reasonably request, (y) the surviving, amalgamated or transferee entity shall succeed to, and be
substituted for, and may exercise every right and power of, the Borrower under
this Agreement with the same effect as if such surviving, amalgamated or
transferee entity had been named as the Borrower herein and (z) the surviving, amalgamated or transferee entity shall be organized under
the laws of the United States of America, any state thereof, the District of
Columbia or Bermuda); provided  that a conveyance or transfer of
all or any part of OneBeacon Limited or any of its Subsidiaries shall not
constitute a Fundamental Change.


“GAAP”
means generally accepted accounting principles in the United States of America
as in effect from time to time and set forth in the opinions and pronouncements
of the Accounting Principles Board and the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a
significant segment of the accounting profession in the United States, except
that for purposes of Section 7.1, GAAP shall be determined on the basis
of such principles in effect on the date hereof.


“Governmental
Authority” means any nation or government, any state or other political
subdivision thereof whether state or local and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing, including any
board of insurance, insurance department or insurance commissioner.


“Granting
Lender” has the meaning specified in Section 10.7(h).


“Guarantee
Obligation” means as to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the creation
of which the guaranteeing person has issued a reimbursement, counterindemnity
or similar obligation, in either case guaranteeing or in effect guaranteeing
any Indebtedness, leases, dividends or other obligations (the “primary obligations”)
of any other third Person (the “primary obligor”) in any manner, whether
directly or indirectly, including, without limitation, any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such
primary obligation or any Property constituting direct or indirect security
therefor, (ii) to advance or supply funds (1) for the purchase or payment of
any such primary obligation or (2) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase Property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation or (iv) otherwise to assure or hold harmless the owner of
any such primary obligation against loss in respect thereof; provided, however,
that the term Guarantee Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any



 10
 








guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Guarantee Obligation is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not stated
or determinable, in which case the amount of such Guarantee Obligation shall be
such guaranteeing person’s maximum reasonably anticipated liability in respect
thereof as determined by the Borrower in good faith.


“Guarantors”
means each Initial Guarantor and any other Subsidiary of the Borrower that is
or becomes a party to the Guaranty at the election of the Borrower (each, an “Additional
Guarantor”), in each case unless and until such Person is released from
such Guaranty pursuant to Section 10.17.


“Guaranty”
means that certain Guaranty, substantially in the form of Exhibit J, dated as
of the date hereof by the Initial Guarantors in favor of the Administrative
Agent and the Lenders, as amended, restated, extended, supplemented or
otherwise modified from time to time.


“Hazardous
Materials” means all explosive or radioactive substances or wastes,
hazardous or toxic substances or wastes, pollutants, solid, liquid or gaseous
wastes, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls (“PCBs”) or
PCB-containing materials or equipment, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
environmental law.


“Hedge
Agreements” means all interest rate swaps, caps or collar agreements or
similar arrangements entered into by the Borrower or its Subsidiaries providing
for protection against fluctuations in interest rates or currency exchange
rates or otherwise providing for the exchange of nominal interest obligations,
either generally or under specific contingencies.


“Increase
Effective Date” has the meaning specified in Section 2.22(b).


“Indebtedness”
means, as to any Person at any date, without duplication, all of the following,
whether or not included as Indebtedness or liabilities in accordance with GAAP
(a) all Debt of such Person, (b) all obligations of such Person for the
deferred purchase price of Property or services (other than trade payables
incurred in the ordinary course of such Person’s business), (c) all obligations
of such Person evidenced by notes, bonds, debentures or other similar
instruments, (d) all indebtedness created or arising under any conditional sale
or other title retention agreement with respect to Property acquired by such
Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
Property), (e) all Capital Lease Obligations of such Person, (f) all
obligations of such Person, contingent or otherwise, as an account party or
applicant under acceptance, letter of credit, bank guarantees, surety bonds or
similar facilities, (g) all obligations of such



 11
 








Person, contingent
or otherwise, to purchase, redeem, retire, defease or otherwise acquire for
value any Capital Stock of such Person, (h) all Guarantee Obligations of such
Person in respect of any of the foregoing, (i) all obligations of the kind
referred to in clauses (a) through (h) above secured by (or for
which the holder of such obligation has an existing right, contingent or
otherwise, to be secured by) any Lien on Property (including, without
limitation, accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation and
(j) for the purposes of Section 8.1(h) only, all obligations of such
Person in respect of Hedge Agreements entered
into in the ordinary course of business and not for speculative purposes.  For the avoidance of doubt, Indebtedness
shall not include any obligations (including Guarantee Obligations) in respect
of the Fund American Preferred Stock, provided,  that,
arrangements reasonably satisfactory to the Administrative Agent shall have
been made for the establishment of grantor trusts to provide for the payment or
redemption of the Fund American Preferred Stock, it being understood that such
arrangements in effect on the Closing Date are reasonably satisfactory to the
Administrative Agent.


“Indemnified Liabilities”
has the meaning specified in Section 10.6.


“Indemnitees”
has the meaning specified in Section 10.6.


“Initial
Guarantors” means White Mountains Holdings Bermuda Ltd., a company
organized under the laws of Bermuda, Lone Tree Insurance Group Ltd., a company
organized under the laws of Bermuda, and Lone Tree Holdings Ltd., a company
organized under the laws of Bermuda.


“Insolvency”
means with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.


“Insolvent”
means pertaining to a condition of Insolvency.


“Instrument of
Accession” has the meaning specified in Section 2.22.


“Insurance
Regulations” means any Law, directive or order applicable to an insurance
company.


“Insurance
Regulator” means any Person charged with the administration, oversight or
enforcement of any Insurance Regulation.


“Insurance
Subsidiary” means any Subsidiary which is required to be licensed by any
Department as an insurer or reinsurer and each direct or indirect Subsidiary of
such Subsidiary.


“Intellectual
Property” means the collective reference to all rights, priorities and
privileges relating to intellectual property, arising under Laws, including,
without limitation, copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, technology, know-how and processes, and all
rights to sue at law or



 12
 








in equity for any
infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.


“Interest Payment
Date” means (a) as to any Base Rate Loan, the first Business Day of each of
January, April, July and October and the last day of the Revolving Credit
Commitment Period, (b) as to any Eurodollar Loan, the last day of each Interest
Period applicable to such Loan and the last day of the Revolving Credit
Commitment Period; provided, however, that if any Interest Period
for a Eurodollar Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be
Interest Payment Dates, and (c) as to any Loan (other than a Base Rate Loan),
the date of any repayment or prepayment made in respect thereof.


“Interest
Period” means, as to any Eurodollar Loan, (a) initially, the period
commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending one, two, three or six months (or,
unless unavailable to any Lender, nine or twelve months) thereafter, as
selected by the Borrower in its notice of borrowing or notice of conversion, as
the case may be, given with respect thereto; and (b) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to
such Eurodollar Loan and ending one, two, three or six months (or, unless unavailable
to any Lender, nine or twelve months) thereafter, as selected by the Borrower
by irrevocable notice to the Administrative Agent not less than three Business
Days prior to the last day of the then current Interest Period with respect
thereto; provided that, all of the foregoing provisions relating to
Interest Periods are subject to the following:


(i) if any Interest Period would otherwise end on
a day that is not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless the result of such extension would be to
carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business Day;


(ii) any Interest Period in respect of the Loans
that would otherwise extend beyond the Revolving Credit Termination Date shall
end on the Revolving Credit Termination Date, and


(iii) any Interest Period that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of the calendar month at the end of such
Interest Period.


“Interim
Statement” means any interim statutory financial statement or financial
report (whether quarterly, semiannually or otherwise) of any Insurance
Subsidiary required to be filed with the Department of its jurisdiction of
incorporation or organization, which statement or report shall be in the form
required by such Insurance Subsidiary’s jurisdiction of incorporation or
organization or, if no specific form is so required, in the form of financial
statements or financial reports permitted by such Department to be used for
filing interim statutory financial statements or financial reports



 13
 








and shall contain
the type of information permitted or required by such Department to be
disclosed therein, together with all exhibits or schedules filed therewith.


“ISP”
means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time of
issuance).


“Issuer
Documents” means with respect to any Letter of Credit, the Application, and
any other document, agreement and instrument entered into by the Issuing Lender
and the Borrower (or any Subsidiary) or by the Borrower (or any Subsidiary) in
favor of the Issuing Lender and relating to any such Letter of Credit.


“Issuing Lender”
means Bank of America, N.A. and any other Lender from time to time designated
by the Borrower as an Issuing Lender, with the consent of such Lender and the
Administrative Agent.


“Laws”
means any law, treaty, rule, regulation or order of an arbitrator or a court or
other Governmental Authority.


“LBB” means
Lehman Brothers Bank, FSB.


“L/C Advance”
means, with respect to each Lender, such Lender’s funding of its participation
in any L/C Borrowing in accordance with its Revolving Credit Percentage.


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of
Credit which has not been reimbursed on the date when made or refinanced as a
borrowing.


“L/C Commitment”
means $100,000,000, as the same may be reduced from time to time pursuant to Section
2.7.


“L/C Credit
Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof or the increase of the amount
thereof.


“L/C Fee
Payment Date” means the first Business Day of each of January, April, July
and October and the last day of the Revolving Credit Commitment Period.


“L/C
Obligations” means, at any time, an amount equal to the sum of (a) the
aggregate amount available to be drawn under all outstanding Letters of Credit
and (b) the aggregate amount of drawings under Letters of Credit that have not
then been reimbursed pursuant to Section 3.3.  For purposes of computing the amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.3.  For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms but any
amount may still be drawn thereunder by reason of the operation of Rule 3.14 of
the ISP, such Letter of



 14
 








Credit shall be
deemed to be “outstanding” in the amount so remaining available to be drawn.


“L/C
Participants” means, with respect to any Letter of Credit, the collective
reference to all of the Lenders, other than the Issuing Lender that issued such
Letter of Credit.


“Lenders”
has the meaning specified in the preamble hereto.


“Letters of
Credit” means any letters of credit issued hereunder and shall include the
Existing Letters of Credit.


“License”
means any license, certificate of authority, permit or other authorization
which is required to be obtained from any Governmental Authority in connection
with the operation, ownership or transaction of insurance or reinsurance
business.


“Lien”
means any mortgage, pledge, security interest, encumbrance, charge or security
interest of any kind.


“Loan” means
any loan made by any Lender to the Borrower pursuant to this Agreement,
including any Revolving Credit Loan and any Swing Line Loan made by the Swing
Line Lender.


“Loan Documents”
means this Agreement, the Applications, the Guaranty, the Notes and any
Instrument of Accession executed hereunder pursuant to Section 2.22.


“Majority
Lenders” means the holders of more than 50% of the Total Revolving
Extensions of Credit (or, if no such Revolving Extensions of Credit are
outstanding, prior to any termination of the Revolving Credit Commitments, the
holders of more than 50% of the Total Revolving Credit Commitments).  The Revolving Credit Commitment in effect
(or, when applicable, Revolving Extensions of Credit outstanding) of any
Defaulting Lender shall be excluded for purposes of any vote of Majority
Lenders.


“Mandatory Convertible Securities” means equity securities or
subordinated debt securities (which subordinated debt securities, if issued by
the Borrower, will include subordination to the obligations of the Borrower
hereunder), issued by the Borrower or one of its Subsidiaries which (i) are not
(w) Mandatory Redeemable Securities (other than Qualified Securities) or (x)
Conditional Common Equity and (ii) provide, pursuant to the terms thereof, that
the issuer of such securities (or an affiliate of such issuer) may cause
(without the payment of additional cash consideration by the issuer thereof)
the conversion or exchange of, or has agreed to convert or exchange, such
securities to or for equity securities of the Borrower or one of its
Subsidiaries upon the occurrence of a certain date or of certain events.  A Mandatory Convertible Security that is also
a Qualified Security shall be treated as a Mandatory Convertible Security.



 15















“Mandatory
Redeemable Securities” means debt or equity securities (other than
Conditional Common Equity, so long as such Conditional Common Equity may not be
required, by the holder thereof, to be repurchased or redeemed during the
period provided for shareholder approval of conversion pursuant to the terms of
such Conditional Common Equity) issued by the Borrower or one of its
Subsidiaries which either (i) are subordinated debt securities (which
subordinated debt securities, if issued by the Borrower, will include
subordination to the obligations of the Borrower hereunder), or (ii) provide,
pursuant to the terms thereof, that such securities must be repurchased or
redeemed, or the holder of such securities may require the issuer of such
securities to repurchase or redeem such securities, upon the occurrence of a
certain date or of certain events.


“Material
Adverse Effect” means a material adverse effect on (a) the business,
assets, property or financial condition of the Borrower and its Subsidiaries
taken as a whole, or (b) the validity or enforceability of this Agreement or
any of the other Loan Documents or the rights and remedies of the
Administrative Agent and the Lenders hereunder or thereunder.


“Material
Insurance Subsidiary” means any Insurance
Subsidiary (whether existing on or  acquired
or formed after the Closing Date) having
Capital and Surplus equal to 10% or more of the Consolidated Net Worth
of the Borrower as of the most recent Annual Statement or Interim Statement of
such Insurance Subsidiary.


“Maximum Rate” has the meaning specified in Section 10.20(a).


“Moody’s”
means Moody’s Investors Service, Inc. (or any successor thereto).


“Multiemployer
Plan” means a Plan that is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.


“NAIC”
means the National Association of Insurance Commissioners or any successor
thereto, or in the absence of the National Association of Insurance
Commissioners or such successor, any other association, agency or other
organization performing advisory, coordination or other like functions among
insurance departments, insurance commissioners and similar Governmental
Authorities of the various states of the United States towards the promotion of
uniformity in the practices of such Governmental Authorities.


“Non-Excluded
Taxes” has the meaning specified in Section 2.16(a).


“Non-Regulated
Operating Subsidiary” means each Subsidiary of the Borrower engaged
directly (as opposed to indirectly through the ownership of Capital Stock of a
Person engaged in a Principal Business) in a Principal Business, whether now
owned or hereafter acquired, which is not an Insurance Subsidiary.


“Non-U.S.
Lender” has the meaning specified in Section 2.16(d).



 16
 









“Note”
means any promissory note, including any revolving credit note or swing line note,
made by the Borrower in favor of a Lender evidencing any Loan, substantially in
the forms of Exhibit C-1 and C-2, as the case may be and as any
such Note may be amended, restated, supplemented, modified or replaced from
time to time.


“OneBeacon
Insurance Group” means OneBeacon Insurance Group, LLC, a Delaware limited
liability company, and, for purposes of Section 6.1(b), the grouping of
Subsidiaries of OneBeacon Insurance Group identified by NAIC Group Code 1129
(or any successor grouping equivalent thereto).


“OneBeacon
Limited” means OneBeacon Insurance Group, Ltd., a company existing under
the laws of Bermuda.


“OneBeacon
Limited Consolidated Net Worth” means, as at any date, the sum of all
amounts that would, in conformity with GAAP be included on a consolidated
balance sheet of OneBeacon Limited and its consolidated Subsidiaries under
stockholders’ equity at such date, plus minority interests in Subsidiaries, as
determined in accordance with GAAP; provided, however, that in
calculating OneBeacon Limited Consolidated Net Worth as at any date, there shall be excluded for purposes of the
calculation of OneBeacon Limited Consolidated Net Worth any effects
resulting from (a) SFAS 115 or (b) the application of FIN 46R.


“OneBeacon
Limited Debt to Capitalization Ratio” means, as at the end of any fiscal
quarter of OneBeacon Limited, the ratio of (a) OneBeacon Limited Total
Consolidated Debt to (b) OneBeacon Limited Total Consolidated Capitalization.


“OneBeacon
Limited Total Consolidated Capitalization” means, as at any date, the sum,
without duplication, of (a) OneBeacon Limited Consolidated Net Worth plus (b)
OneBeacon Limited Total Consolidated Debt plus, (c) the amounts in respect of
Trust Preferred Securities, Mandatory Convertible Securities, Mandatory Redeemable
Securities, Conditional Common Equity and any other preferred equity that
would, in conformity with GAAP, be reflected on a consolidated balance sheet of
OneBeacon Limited and its consolidated Subsidiaries prepared as of such date
and which are not already included in clause  (a) or (b)
above.  OneBeacon Limited Total
Consolidated Capitalization shall in any event not include (x) any obligations
(including Guarantee Obligations) in respect of the Fund American Preferred
Stock, provided  that, arrangements reasonably satisfactory to the
Administrative Agent shall have been made for the establishment of grantor
trusts to provide for the payment or redemption of the Fund American Preferred
Stock, it being understood that such arrangements in effect on the Closing Date
are reasonably satisfactory to the Administrative Agent or (y) any effects
resulting from the application of FIN 46R. 
For purposes of this definition, references to the “Borrower” in the
definitions of Trust Preferred Securities, Mandatory Convertible Securities,
Mandatory Redeemable Securities and Conditional Common Equity shall be deemed
to be references to OneBeacon Limited.


“OneBeacon Limited Total Consolidated Debt” means,
at any date, the sum, without duplication, of (a) all amounts that would, in
conformity with GAAP, be 



 17
 









reflected and
classified as debt on a consolidated balance sheet of OneBeacon Limited and its
consolidated Subsidiaries prepared as of such date (other than amounts excluded
by clauses (b) and (c) below), (b) Indebtedness represented by (i) Trust
Preferred Securities or Qualified Securities (in each case, owned by Persons
other than OneBeacon Limited or any of its consolidated Subsidiaries) but only
to the extent that such securities (other than Mandatory Convertible Securities)
exceed 15% of OneBeacon Limited Total Consolidated Capitalization or (ii)
Mandatory Redeemable Securities (owned by Persons other than OneBeacon Limited
or any of its consolidated Subsidiaries) other than Qualified Securities, and
(c) Indebtedness represented by Mandatory Convertible Securities (owned by
Persons other than OneBeacon Limited or any of its consolidated Subsidiaries)
but only to the extent that such Mandatory Convertible Securities plus Trust
Preferred Securities and Qualified Securities (in each case, owned by Persons
other than OneBeacon Limited or any of its consolidated Subsidiaries) exceed
25% of OneBeacon Limited Total Consolidated Capitalization; provided,
that in the event that the notes related to the Mandatory Convertible Securities
remain outstanding following the exercise of forward purchase contracts related
to such Mandatory Convertible Securities, then such outstanding notes will be
included in OneBeacon Limited Total Consolidated Debt thereafter.  OneBeacon Limited Total Consolidated Debt
shall, in any event, not include (a) Hedge Agreements entered into in the
ordinary course of business for non-speculative
purposes, (b) Indebtedness of OneBeacon Limited of the type described in Sections
7.2(a)(ii), (a)(iii), (a)(iv), (a)(vi) and (a)(vii),
(c) Conditional Common Equity, (d) any obligations (including Guarantee
Obligations) in respect of the Fund American Preferred Stock, provided  that,
arrangements reasonably satisfactory to the Administrative Agent shall have
been made for the establishment of grantor trusts to provide for the payment or
redemption of the Fund American Preferred Stock, it being understood that such
arrangements in effect on the Closing Date are reasonably satisfactory to the
Administrative Agent, (e) any other amounts in
respect of Trust Preferred Securities, Mandatory Redeemable Securities,
Mandatory Convertible Securities or Qualified Securities, or (f) any effects
resulting from the application of FIN 46R. 
For purposes of this definition, references to the “Borrower” in
the definitions of Trust Preferred Securities, Qualified Securities, Mandatory
Convertible Securities, Mandatory Redeemable Securities and Conditional Common
Equity shall be deemed to be references to OneBeacon Limited.


“Other Taxes”
means any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment
made hereunder or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement or any other Loan Document.


“Participant”
has the meaning specified in Section 10.7(d).


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA (or any successor).


“Permitted Liens” means
(a) any Lien upon Property to secure any part of the cost of development,
construction, alteration, repair or improvement of such Property, or Debt
incurred to finance such cost; (b) any extension, renewal or replacement,
in 



 18
 









whole or in part,
of any Lien referred to in the foregoing clause (a); (c) any
Lien relating to a sale and leaseback transaction; (d) any Lien in favor
of the Borrower or any Subsidiary granted by the Borrower or any Subsidiary in
order to secure any intercompany obligations; (e) mechanic’s, materialmen’s,
carriers’ or other like Liens arising in the ordinary course of business
(including construction of facilities) in respect of obligations which are not
due or which are being contested in good faith; (f) any Lien arising in
connection with any legal proceeding which is being contested in good faith;
(g) Liens for taxes not yet subject to penalties for non-payment or which
are being contested in good faith by appropriate proceedings; (h) minor
survey exceptions, minor encumbrances, easements or reservations of, or rights
of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real property or Liens incidental to the conduct of the business
of such Person or to the ownership of its properties which were not incurred in
connection with Debt and which do not in the aggregate materially adversely
affect the value of said properties or materially impair their use in the
operation of the business of such Person; (i) pledges or deposits under
workers’ compensation Laws, unemployment insurance Laws or similar social
security legislation; (j) any pledge or deposit to secure performance of
letters of credit, bank guarantees, bids, leases, statutory obligations, surety
and appeal bonds, performance bonds or other obligations of a like nature in
the ordinary course of business; (k) any interest or title of a lessor under
any lease entered into in the ordinary course of business; (l) Liens on
assets of any Insurance Subsidiary securing (i) short-term Debt (i.e. with a
maturity of less than one year when issued, provided that such Debt may include
an option to extend for up to an additional one year period) incurred to
provide short-term liquidity to facilitate claims payments in the event of
catastrophe, (ii) Debt incurred in the ordinary course of its business or in
securing insurance-related obligations (that do not constitute Debt) and
letters of credit issued for the account of any such Subsidiary in the ordinary
course of its business or in securing insurance-related obligations (that do
not constitute Debt) or (iii) insurance-related obligations (that do not
constitute Debt); and (m) Liens securing the obligations hereunder.


“Person”
means an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.


“Plan”
means at a particular time, any employee pension benefit plan that is subject
to the provisions of Title IV of ERISA or Section 412 of the Code or Section
302 of ERISA, and in respect of which the Borrower or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.


“Platform”
has the meaning specified in Section 6.2(e).


“Principal
Business” means (a) a business of the type engaged in by the Borrower and
its Subsidiaries on the date of this Agreement, (b) any other insurance,
insurance services, insurance related or risk management related business and
(c) any business reasonably incident to any of the foregoing.



 19
 









“Property”
means any property of any kind whatsoever, whether real, personal or mixed and
whether tangible or intangible.


“Qualified
Securities” means (a) Mandatory Redeemable Securities issued by the
Borrower or one of its Subsidiaries that, pursuant to the terms thereof, must
be redeemed or repurchased or repaid, or may be required to be redeemed or
repurchased or repaid at the option of the holder of such securities (excluding
redemption, repurchase or repayment upon the occurrence of one or more events
or conditions but including redemption, repurchase or repayment upon the
occurrence of a certain date), (i) if such Mandatory Redeemable Securities are
equity securities or subordinated debt securities, not sooner than the
Revolving Credit Termination Date (except to the extent permitted by clause
(ii) below) or (ii) only in exchange for equity securities or other Qualified
Securities of the Borrower or any of its Subsidiaries (except to the extent
permitted by clause (i) above) and (b) any other debt or equity securities
issued by the Borrower or one of its Subsidiaries whose proceeds are or would
be accorded, at or about the time of issuance, equity treatment by S&P.


“Refunded Swing
Line Loans” has the meaning specified in Section 2.4(b).


“Refunding Date”
has the meaning specified in Section 2.4(c).


“Register”
has the meaning specified in Section 10.7(c).


“Regulation U”
means Regulation U of the Board as in effect from time to time.


“Reimbursement
Obligation” means the obligation of the Borrower to reimburse an Issuing
Lender pursuant to Section 3.3(a) for amounts drawn under Letters of
Credit issued by such Issuing Lender for the account of the Borrower.


“Related Person”
means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates.


“Reorganization”
means, with respect to any Multiemployer Plan, the condition that such plan is
in reorganization within the meaning of Section 4241 of ERISA.


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other
than those events as to which the thirty day notice period is waived.


“Requested
Reimbursement Date” has the meaning specified in Section 3.3(a).


“Requirement of
Law” means, as to any Person, the Certificate of Incorporation and By-Laws
or other organizational or governing documents of such Person (excluding, in
the case of Section 2.15(a)(i), any of the foregoing relating to the 



 20
 









Administrative
Agent or any Lender), and any Law, in each case applicable to or binding upon
such Person or any of its Property or to which such Person or any of its
Property is subject.


“Responsible
Officer” means, as to the Borrower or any Subsidiary, the chief executive
officer, president, chief financial officer, treasurer, chief accounting
officer, any vice president or any managing director of the Borrower or any
Subsidiary, as the context requires.  Any
document delivered hereunder that is signed by a Responsible Officer on behalf
of the Borrower or a Subsidiary shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the
part of the Borrower or such Subsidiary and such Responsible Officer shall be
conclusively presumed to have acted on behalf of the Borrower or such
Subsidiary.


“Revolving
Credit Commitment” means, as to any Lender, the obligation of such Lender,
if any, to make Revolving Credit Loans and participate in Swing Line Loans and
Letters of Credit, in an aggregate principal or face amount not to exceed the
amount set forth under the heading “Revolving Credit Commitment” opposite such
Lender’s name on Schedule 1 to this Agreement, or, as the case may be,
in the Assignment and Assumption pursuant to which such Lender became a party
hereto, as the same may be adjusted from time to time pursuant to the terms
hereof.


“Revolving
Credit Commitment Period” means the period from and including the Closing
Date to the earliest of (a) the Revolving Credit Termination Date, (b) the date
of termination of the Revolving Credit Commitments pursuant to Section 2.7,
and (c) the date of termination of the commitment of each Lender to make Loans
and of the obligation of the Issuing Lender to make L/C Credit Extensions
pursuant to Section 8.2.


“Revolving
Credit Loans” has the meaning specified in Section 2.1.


“Revolving
Credit Percentage” means, as to any Lender at any time, the percentage
(carried out to the ninth decimal place) which such Lender’s Revolving Credit
Commitment then constitutes of the Total Revolving Credit Commitments (or, at
any time after the commitment of each Lender to make Loans and the obligation
of the Issuing Lender to make L/C Credit Extensions shall have terminated
pursuant to Section 8.2 or if the Revolving Credit Commitments shall
have expired, then the percentage which the aggregate amount of such Lender’s
Revolving Extensions of Credit then outstanding constitutes of the amount of
the Total Revolving Extensions of Credit then outstanding).


“Revolving
Credit Termination Date” means June 19, 2012; provided, however,
that, if such date is not a Business Day, the Revolving Credit Termination Date
shall be the next succeeding Business Day.


“Revolving
Extensions of Credit” means, as to any Lender at any time, an amount equal
to the sum of (a) the aggregate principal amount of all Revolving Credit Loans
made by such Lender then outstanding, (b) the principal amount equal to such 



 21
 









Lender’s Revolving
Credit Percentage of the L/C Obligations then outstanding and (c) the principal
amount equal to such Lender’s Revolving Credit Percentage of the aggregate
principal amount of Swing Line Loans then outstanding.


“S&P”
means Standard & Poor’s Rating Services (or any successor thereto).


“SAP” means
with respect to any Insurance Subsidiary, the statutory accounting practices
prescribed or permitted by the Department in the jurisdiction of incorporation
or organization of such Insurance Subsidiary for the preparation of annual
statements and other financial reports by insurance companies of the same type
as such Insurance Subsidiary, which are applicable to the circumstances as of
the date of determination.


“SEC” means
the Securities and Exchange Commission (or successors thereto or an analogous
Governmental Authority).


“SFAS”
means the Statements of Financial Accounting Standards adopted by the Financial
Accounting Standards Board.


“Single
Employer Plan” means any Plan that is covered by Title IV of ERISA, but
which is not a Multiemployer Plan.


“Sirius” means Sirius International Insurance
Corporation, a Swedish corporation.


“SPC” has
the meaning specified in Section 10.7(h).


“Specified
Event of Default” means an Event of Default pursuant to Sections 8.1(a),
8.1(b) (with respect to Section 7.1 only) or 8.1(c).


“Stated Rate” has the meaning specified in Section 10.20(a).


“Subsidiary”
of a Person means (a) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, or (b) any
partnership, limited liability company, association, joint venture or similar
business organization more than 50% of the ownership interests having ordinary
voting power of which shall at the time be so owned or controlled.  Unless otherwise expressly provided, all
references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.


“Swing Line
Commitment” means the obligation of the Swing Line Lender to make Swing
Line Loans pursuant to Section 2.3 in an aggregate principal amount at
any one time outstanding not to exceed $50,000,000.


“Swing Line
Lender” means Bank of America, N.A., in its capacity as provider of Swing
Line Loans, or any successor swing line lender hereunder.



 22
 









“Swing Line
Loans” has the meaning specified in Section 2.3(a).


“Swing Line
Participation Amount” has the meaning specified in Section 2.4(c).


“Syndication
Agent” means Lehman Brothers Inc., and any other Lender as may be
designated from time to time by the Borrower as a syndication agent, with the
consent of such Lender and the Arrangers.


“Total
Consolidated Capitalization” means, as at any date, the sum, without
duplication, of (a) Consolidated Net Worth plus (b) Total Consolidated Debt
plus, (c) the amounts in respect of Trust Preferred Securities, Mandatory
Convertible Securities, Mandatory Redeemable Securities, Conditional Common
Equity and any other preferred equity that would, in conformity with GAAP, be
reflected on a consolidated balance sheet of the Borrower and its consolidated
Subsidiaries prepared as of such date and which are not already included in clause
(a) or (b) above.  Total
Consolidated Capitalization shall in any event not include (x) any obligations
(including Guarantee Obligations) in respect of the Fund American Preferred
Stock, provided  that, arrangements reasonably satisfactory to the
Administrative Agent shall have been made for the establishment of grantor
trusts to provide for the payment or redemption of the Fund American Preferred
Stock, it being understood that such arrangements in effect on the Closing Date
are reasonably satisfactory to the Administrative Agent or (y) any effects resulting from the application of
FIN 46R.


“Total Consolidated Debt” means,
at any date, the sum, without duplication, of (a) all amounts that would, in
conformity with GAAP, be reflected and classified as debt on a consolidated
balance sheet of the Borrower and its consolidated Subsidiaries prepared as of
such date (other than amounts excluded by clauses (b) and (c) below), (b)
Indebtedness represented by (i) Trust Preferred Securities or Qualified
Securities (in each case, owned by Persons other than the Borrower or any of
its consolidated Subsidiaries) but only to the extent that such securities
(other than Mandatory Convertible Securities) exceed 15% of Total Consolidated
Capitalization or (ii) Mandatory Redeemable Securities (owned by Persons other
than the Borrower or any of its consolidated Subsidiaries) other than Qualified
Securities, and (c) Indebtedness represented by Mandatory Convertible
Securities (owned by Persons other than the Borrower or any of its consolidated
Subsidiaries) but only to the extent that such Mandatory Convertible Securities
plus Trust Preferred Securities and Qualified Securities (in each case, owned
by Persons other than the Borrower or any of its consolidated Subsidiaries)
exceed 25% of Total Consolidated Capitalization; provided, that in the
event that the notes related to the Mandatory Convertible Securities remain
outstanding following the exercise of forward purchase contracts related to
such Mandatory Convertible Securities, then such outstanding notes will be
included in Total Consolidated Debt thereafter. 
Total Consolidated Debt shall, in any event, not include (1) Hedge
Agreements entered into in the ordinary course of business for non-speculative purposes, (2) Indebtedness of the type described in Sections
7.2(a)(ii), (a)(iii), (a)(iv), (a)(vi) and (a)(vii),
(3) Conditional Common Equity, (4) any obligations (including Guarantee
Obligations) in respect of the Fund American Preferred Stock, provided  that,




 23
 









arrangements
reasonably satisfactory to the Administrative Agent shall have been made for
the establishment of grantor trusts to provide for the payment or redemption of
the Fund American Preferred Stock, it being understood that such arrangements
in effect on the Closing Date are reasonably satisfactory to the Administrative
Agent, (5) any other amounts in respect of Trust
Preferred Securities, Mandatory Redeemable Securities, Mandatory Convertible
Securities or Qualified Securities, or (6) any effects resulting from the application of
FIN 46R.


“Total
Consolidated Debt to Total Consolidated Capitalization Ratio” means, as at
the end of any fiscal quarter of the Borrower, the ratio of (a) Total
Consolidated Debt to (b) Total Consolidated Capitalization.


“Total
Revolving Credit Commitments” means, at any time, the aggregate amount of
the Revolving Credit Commitments then in effect.  The aggregate amount of the Total Revolving
Credit Commitments on the Closing Date is $475,000,000.


“Total
Revolving Extensions of Credit” means, at any time, the aggregate amount of
the Revolving Extensions of Credit of the Lenders outstanding at such time.


“Transferee”
means a Participant or an assignee of any Lender’s rights and obligations under
this Agreement pursuant to an Assignment and Assumption.


“Trust
Preferred Securities” means preferred equity issued by a special purpose
entity, the proceeds of which are used to purchase subordinated debt securities
of the Borrower or one of its Subsidiaries having terms that substantially
mirror those of such preferred equity issued by the special purpose entity such
that the subordinated debt securities constitute credit support for obligations
in respect of such preferred equity and such preferred equity is reflected on a
consolidated balance sheet of the Borrower and its consolidated Subsidiaries in
accordance with GAAP.


“Type”
means, as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.


“Unreimbursed
Amount” has the meaning specified in Section 3.3(a).


“White
Mountains Re” means White Mountains Re Group, Ltd., a company organized
under the laws of Bermuda.


“Zenith
Preferred Stock” means the $20,000,000 aggregate liquidation preference
amount of non-voting preferred stock issued by Fund American Enterprises to
Zenith Insurance Company pursuant to the Certificate of Designation of Series A
Preferred Stock of TACK Holding Corp. (n/k/a Fund American Enterprises), as
amended, supplemented or otherwise modified from time to time.


1.2.  Other Definitional Provisions.  Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings when used in the
other Loan Documents or any certificate or other document made or delivered
pursuant hereto or thereto.



 24
 









(a)           As used herein and in the other Loan
Documents, and any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms relating to the Borrower or its
Subsidiaries not defined in Section 1.1 and accounting terms partly
defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP or SAP, as the case may be.


(b)           References herein to particular
pages, columns, lines or sections of any Person’s Annual Statement shall be
deemed, where appropriate, to be references to the corresponding page, column,
line or section of such Person’s Interim Statement, or if no such corresponding
page, column, line or section exists or if any report form changes, then to the
corresponding item referenced thereby.


(c)           The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section, Schedule and Exhibit references are to this Agreement unless otherwise
specified.


(d)           The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of
such terms.


(e)           The word “or” is not exclusive and
the words “include”, “includes” or “including” shall be deemed to be followed
by the phrase “without limitation”.


(f)            References to “preferred equity”
includes Capital Stock designated as preferred stock, preference shares,
preferred shares or any similar term.


1.3.  Letter of Credit Amounts.  Unless otherwise specified herein, the amount
of a Letter of Credit at any time shall be deemed to be the stated amount of
such Letter of Credit in effect at such time; provided, however,
that with respect to any Letter of Credit that, by its terms or the terms of
any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof, other than with respect to the
calculation of fees in connection with Letters of Credit, the amount of such
Letter of Credit shall be deemed to be the maximum stated amount of such Letter
of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at such time.


1.4.  Rounding.  Any financial ratios required to be
maintained by the Borrower pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).


1.5.  Times
of Day.  Unless otherwise
specified, all references herein to times of day shall be references to Eastern
time (daylight or standard, as applicable).


2.             AMOUNT AND TERMS OF COMMITMENTS


2.1.  Revolving Credit Commitments.  (a) 
Subject to the terms and conditions hereof, the Lenders severally agree
to make revolving credit loans (“Revolving Credit Loans”) to 



 25
 









the Borrower from
time to time on any Business Day during the Revolving Credit Commitment Period
in an aggregate principal amount at any one time outstanding for each Lender
which, when added to such Lender’s Revolving Credit Percentage of the sum of
(i) the L/C Obligations then outstanding and (ii) the aggregate principal
amount of the Swing Line Loans then outstanding, does not exceed the amount of
such Lender’s Revolving Credit Commitment. 
During the Revolving Credit Commitment Period the Borrower may use the
Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans
in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.  The Revolving Credit
Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined
by the Borrower and notified to the Administrative Agent in accordance with Sections
2.2 and 2.9, provided that no Revolving Credit Loan shall be made as
a Eurodollar Loan after the day that is one month prior to the Revolving Credit
Termination Date.


(b)           The Borrower shall repay to the
Lenders all outstanding Revolving Credit Loans made to the Borrower on the
Revolving Credit Termination Date.


2.2.  Procedure for Revolving Credit Borrowing.  The Borrower may borrow under the Revolving
Credit Commitments on any Business Day during the Revolving Credit Commitment
Period, provided that the Borrower shall give the Administrative Agent a
borrowing request in the form of Exhibit B-1 hereto (hereinafter, a “Borrowing
Request”) (which Borrowing Request must be received by the Administrative
Agent prior to 11:00 A.M., New York City time, (a) three Business Days prior to
the requested Borrowing Date, in the case of Eurodollar Loans, or (b) on the
requested Borrowing Date, in the case of Base Rate Loans, provided that
requests for Base Rate Loans not received prior to 11:00 A.M., New York City
time on the requested Borrowing Date shall be deemed received on the following
Business Day), and must specify (i) the amount and Type of Revolving Credit
Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case
of Eurodollar Loans, the length of the initial Interest Period therefor; provided, however, that if the Borrower wishes to request Eurodollar Loans
having an Interest Period of nine or twelve months in duration as provided in
the definition of “Interest Period,” the applicable notice must be received by
the Administrative Agent not later than 11:00 A.M. New York City time, four
Business Days prior to the requested date of such borrowing, whereupon the
Administrative Agent shall give prompt notice to the Lenders of such request
and determine whether the requested Interest Period is unavailable to any of
them.  Not later than 10:00 A.M. New York
City time, three Business Days before the requested date of such borrowing, the
Administrative Agent shall notify the Borrower (which notice may be by
telephone) whether or not the requested Interest Period is unavailable to any
Lender.  If the Borrower requests a
borrowing of Eurodollar Loans in any Borrowing Request, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month.  Each borrowing of
Revolving Credit Loans under the Revolving Credit Commitments shall be in an
amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple
thereof (or, if the then aggregate Available Revolving Credit Commitments are
less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar
Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided,
that the Swing Line Lender may request, on behalf of the Borrower, borrowings
of Base Rate Loans under the Revolving Credit Commitments in other amounts
pursuant to Section 2.4.  Upon
receipt of any such notice from the Borrower, the Administrative Agent shall
promptly notify each Lender thereof. 
Each Lender will make its Revolving Credit Percentage of the amount of
each borrowing of Revolving Credit 



 26
 









Loans available to
the Administrative Agent for the account of the Borrower at the Administrative
Agent’s Office prior to 12:00 Noon, New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent.  Such borrowing will then be made
available to the Borrower by the Administrative Agent in like funds as received
by the Administrative Agent.


2.3.  Swing Line Commitment.  (a) Subject to the terms and conditions
hereof, the Swing Line Lender agrees, in reliance on the agreements of the
other Lenders set forth in Section 2.4, that during the Revolving Credit
Commitment Period, it will make available to the Borrower in the form of swing
line loans (“Swing Line Loans”) a portion of the credit otherwise
available to the Borrower under the Revolving Credit Commitments; provided
that (i) the aggregate principal amount of Swing Line Loans outstanding at any
time shall not exceed the Swing Line Commitment then in effect (notwithstanding
that the Swing Line Loans outstanding at any time, when aggregated with the
Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may
exceed the Swing Line Commitment then in effect or such Swing Line Lender’s
Revolving Credit Commitment then in effect) and (ii) the Borrower shall not
request, and the Swing Line Lender shall not make, any Swing Line Loan if,
after giving effect to the making of such Swing Line Loan, the aggregate amount
of the Available Revolving Credit Commitments would be less than zero.  During the Revolving Credit Commitment
Period, the Borrower may use the Swing Line Commitment by borrowing, repaying
and reborrowing, all in accordance with the terms and conditions hereof.  Swing Line Loans shall be Base Rate Loans
only.


(b)           The Borrower shall repay all
outstanding Swing Line Loans on the Revolving Credit Termination Date.  Each payment in respect of Swing Line Loans
shall be made to the Swing Line Lender.


2.4.  Procedure for Swing Line Borrowing;
Refunding of Swing Line Loans. 
(a)  The Borrower may borrow under
the Swing Line Commitment on any Business Day during the Revolving Credit
Commitment Period, provided, the Borrower shall give the Swing Line
Lender irrevocable telephonic notice confirmed promptly in writing in the form
of Exhibit B-2 (which telephonic notice must be received by the Swing
Line Lender not later than 1:00 P.M., New York City time, on the proposed
Borrowing Date), specifying (i) the amount to be borrowed and (ii) the
requested Borrowing Date.  Each borrowing
under the Swing Line Commitment shall be in an amount equal to $500,000 or a
whole multiple of $100,000 in excess thereof. 
Not later than 3:00 P.M., New York City time, on the Borrowing Date
specified in the borrowing notice in respect of any Swing Line Loan, the Swing
Line Lender shall make available to the Administrative Agent at the
Administrative Agent’s Office an amount in immediately available funds equal to
the amount of such Swing Line Loan.  The
Administrative Agent shall make the proceeds of such Swing Line Loan available
to the Borrower on such Borrowing Date in like funds as received by the
Administrative Agent.


(b)           The Swing Line Lender, not less
frequently than once each week shall, and at any other time, from time to time,
as the Swing Line Lender elects in its sole and absolute discretion, may, on
behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender
to act on its behalf), on one Business Day’s notice given by the Swing Line
Lender no later than 12:00 Noon, New York City time, request each Lender to
make, and each Lender hereby agrees to make, a Revolving Credit Loan, in an
amount equal to such Lender’s Revolving 



 27
 









Credit Percentage
of the aggregate amount of the Swing Line Loans (the “Refunded Swing Line
Loans”) outstanding on the date of such notice, to repay the Swing Line
Lender.  Each Lender shall make the
amount of such Revolving Credit Loan available to the Administrative Agent at
the Administrative Agent’s Office in immediately available funds, not later
than 10:00 A.M., New York City time, one Business Day after the date of such
notice.  The proceeds of such Revolving
Credit Loans shall be made immediately available by the Administrative Agent to
the Swing Line Lender for application by the Swing Line Lender to the repayment
of the Refunded Swing Line Loans.  Upon
the written request of any Lender, the Administrative Agent will, within three
Business Days of such request, inform such Lender of the aggregate amount of
Swing Line Loans outstanding on the date of such request.


(c)           If prior to the time a Revolving
Credit Loan would have otherwise been made pursuant to Section 2.4(b),
one of the events described in Section 8.1(c) shall have occurred and be
continuing with respect to the Borrower, or if for any other reason, as
determined by the Swing Line Lender in its sole discretion, Revolving Credit
Loans may not be made as contemplated by Section 2.4(b), each Lender
shall, on the date such Revolving Credit Loan was to have been made pursuant to
the notice referred to in Section 2.4(b) (the “Refunding Date”),
purchase for cash an undivided participating interest in the then outstanding
Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing
Line Participation Amount”) equal to (i) such Lender’s Revolving Credit
Percentage times (ii) the sum of the aggregate principal amount of Swing
Line Loans then outstanding which were to have been repaid with such Revolving
Credit Loans.


(d)           If any Lender fails to make available
to the Administrative Agent for the account of the Swing Line Lender any amount
required to be paid by such Lender pursuant to the foregoing provisions of this
Section 2.4(b) by the time specified in Section 2.4(b), the Swing
Line Lender shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to
the greater of the Federal Funds Rate and a rate determined by the Swing Line
Lender in accordance with banking industry rules on interbank compensation,
plus any administrative, processing or similar fees customarily charged by the
Swing Line Lender in connection with the foregoing.  If such Lender pays such amount (with
interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Loan included in the relevant borrowing or funded participation in the
relevant Swing Line Loan, as the case may be. 
A certificate of the Swing Line Lender submitted to any Lender (through
the Administrative Agent) with respect to any amounts owing under this paragraph
(d) shall be conclusive absent manifest error.


(e)           Each Lender’s obligation to make the
Loans referred to in Section 2.4(b) and to purchase participating
interests pursuant to Section 2.4(c) shall be absolute and unconditional
and shall not be affected by any circumstance, including, without limitation,
(i) any setoff, counterclaim, recoupment, defense or other right which such
Lender may have against the Swing Line Lender, the Borrower or any other Person
for any reason whatsoever; (ii) the occurrence or continuance of a Default or
an Event of Default or the failure to satisfy any of the other conditions
specified in Section 4; (iii) any adverse change in the condition
(financial or otherwise) of the Borrower; (iv) any breach of this Agreement or
any other Loan Document by 



 28
 









the Borrower or
any Lender; or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing. 
No such funding of risk participations shall relieve or otherwise impair
the obligation of the Borrower to repay Swing Line Loans, together with
interest as provided herein.


(f)            Whenever, at any time after the
Swing Line Lender has received from any Lender such Lender’s Swing Line
Participation Amount, the Swing Line Lender receives any payment on account of
the Swing Line Loans, the Swing Line Lender will distribute to such Lender its
Swing Line Participation Amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s
participating interest was outstanding and funded and, in the case of principal
and interest payments, to reflect such Lender’s pro  rata portion
of such payment if such payment is not sufficient to pay the principal of and
interest on all Swing Line Loans then due); provided, however,
that in the event that such payment received by the Swing Line Lender is
required to be returned, such Lender will return to the Swing Line Lender any
portion thereof previously distributed to it by the Swing Line Lender.  The obligation of the Lenders under this paragraph
(f) shall survive the payment in full of the Obligations and the
termination of this Agreement.


(g)           The Swing Line Lender shall be
responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Lender funds its Refunded Swing
Line Loan or risk participation pursuant to this Section 2.4 to
refinance such Lender’s Revolving Credit Percentage of any Swing Line Loan,
interest in respect of such Revolving Credit Percentage shall be solely for the
account of the Swing Line Lender.


(h)           The Borrower shall make all payments
of principal and interest in respect of the Swing Line Loans directly to the
Administrative Agent for the account of the Swing Line Lender.


2.5.  Repayment of Loans; Evidence of Debt.  (a) 
The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of the appropriate Lender (i) the then
unpaid principal amount on the Revolving Credit Termination Date (or on such
earlier date on which the Loans become due and payable pursuant to Section
8.2) of each Revolving Credit Loan of such Lender made to the Borrower and
(ii) the then unpaid principal amount on the Revolving Credit Termination Date
(or on such earlier date on which the Loans become due and payable pursuant to Section
8.2) of each Swing Line Loan of such Swing Line Lender made to the
Borrower.  The Borrower hereby further
agrees to pay interest to the Administrative Agent for the account of the
appropriate Lender on the unpaid principal amount of the Loans made to it from
time to time outstanding from the date hereof until payment in full thereof at
the rates per annum, and on the dates, set forth in Section 2.11.


(b)           Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing
indebtedness of the Borrower to such Lender resulting from each Loan of such
Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement.


(c)           The Administrative Agent, on behalf
of the Borrower, shall maintain the Register pursuant to Section 10.7(c),
and a subaccount therein for each Lender, in which shall be 



 29
 









recorded (i) the
amount of each Loan to the Borrower made hereunder and any Note evidencing such
Loan, the Type of such Loan and each Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) both the amount of
any sum received by the Administrative Agent hereunder from or for the account
of the Borrower and each Lender’s share thereof.  In the event of any conflict between the
accounts and records maintained by any Lender and the accounts and records of
the Administrative Agent in respect of such matters, the accounts and records
of the Administrative Agent shall control in the absence of manifest error.


(d)           The entries made in the Register and
the accounts of each Lender maintained pursuant to Section 2.5(b) shall,
to the extent permitted by applicable Law, be prima  facie
evidence of the existence and amounts of the obligations of the Borrower
therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of
the Borrower to repay (with applicable interest) the Loans made to it by such
Lender in accordance with the terms of this Agreement.


(e)           The Borrower agrees that, upon the
request to the Administrative Agent by any Lender, it will execute and deliver
to such Lender a promissory note of the Borrower evidencing any Revolving
Credit Loans or Swing Line Loans, as the case may be, made by such Lender to
the Borrower, substantially in the forms of Exhibit C-1 or C-2,
respectively, with appropriate insertions as to date and principal amount.  Each Lender may attach schedules to its Note
and endorse thereon the date, Type (if applicable), amount and maturity of its
Loans and payments with respect thereto.


(f)            In addition to the accounts and
records referred to herein above, each Lender and the Administrative Agent
shall maintain in accordance with its usual practice accounts or records
evidencing the purchases and sales by such Lender of participations in Letters
of Credit and Swing Line Loans.  In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error.


2.6.  Facility Fee, etc.  (a) 
The Borrower agrees to pay to the Administrative Agent for the account
of each Lender in accordance with its Revolving Credit Percentage a facility
fee for the period from and including the Closing Date to the last day of the
Revolving Credit Commitment Period, computed at the Facility Fee Rate on the
average daily amount of the Revolving Credit Commitment of such Lender during
the period for which payment is made. 
The facility fee shall accrue at all times during the Revolving Credit
Commitment Period, including at any time during which one or more of the
conditions in Section 4.2 is not met, and shall be payable quarterly in
arrears on the first Business Day of each of January, April, July and October
and on the last day of the Revolving Credit Commitment Period, commencing on
the first of such dates to occur after the Closing Date.  The facility fee shall be calculated
quarterly in arrears, and if there is any change in the Facility Fee Rate
during any quarter, the actual daily amount shall be computed and multiplied by
the Facility Fee Rate separately for each period during such quarter that the
Facility Fee Rate was in effect.



 30















(b)           The Borrower agrees to pay to the
Arrangers for their own respective accounts the fees in the amounts and on the
dates from time to time agreed to in the Arranger Fee Letter.


(c)           The Borrower agrees to pay to the
Administrative Agent the fees in the amounts and on the dates from time to time
agreed to in the Agent Fee Letter.


2.7.  Termination or Reduction of Revolving
Credit Commitments.  The Borrower
shall have the right, upon notice to the Administrative Agent, to terminate the
Revolving Credit Commitments or, from time to time, to reduce the aggregate
amount of the Revolving Credit Commitments; provided that (a) no such
termination or reduction of Revolving Credit Commitments shall be permitted if,
after giving effect thereto and to any prepayments of the Revolving Credit
Loans and Swing Line Loans made on the effective date thereof, the Total
Revolving Extensions of Credit would exceed the Total Revolving Credit
Commitments, (b) any such reduction shall be in an amount equal to $1,000,000,
or a whole multiple thereof (or the remaining amount of the Revolving Credit
Commitments), (c) any such notice shall be received by the Administrative Agent
not later than 11:00 A.M. New York City time, three Business Days prior to the
date of termination or reduction and (d) if, after giving effect to any
reduction of the Revolving Credit Commitments, the L/C Commitment or the Swing
Line Commitment exceeds the amount of the Revolving Credit Commitment, such
Commitment shall be automatically reduced by the amount of such excess; provided,
further, that a notice of termination of the Revolving Credit
Commitments delivered by the Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities, transactions or borrowings
in general, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if
such condition is not satisfied.  The
Administrative Agent will promptly notify the Lenders of any notice of termination
or reduction of the Revolving Credit Commitments.  Any reduction of the Revolving Credit
Commitments shall be applied to the Revolving Credit Commitment of each Lender
according to its Revolving Credit Percentage. 
All fees accrued until the effective date of any termination of the
Revolving Credit Commitment shall be paid on the effective date of such
termination.  Any reduction shall reduce
permanently the Revolving Credit Commitments then in effect.


2.8.  Prepayments.  (a) 
The Borrower may at any time and from time to time prepay the Loans made
to the Borrower, in whole or in part, without premium or penalty, upon notice
delivered to the Administrative Agent at least three Business Days prior
thereto in the case of Eurodollar Loans and on the date of prepayment in the
case of Base Rate Loans, which notice shall specify the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans or Base Rate
Loans; provided, that  (i) if a
Eurodollar Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, the Borrower shall also pay any amounts owing
pursuant to Section 2.17 and (ii) no prior notice is required for the
prepayment of Swing Line Loans; provided, further, that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Revolving Credit Commitments as contemplated by Section 2.7,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.7.  Upon receipt of any such notice the
Administrative Agent shall promptly notify the Lenders thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with (except in the case of Base Rate Loans) accrued interest
to such date on the amount prepaid.  



 31
 









Partial
prepayments of Revolving Credit Loans shall be in an aggregate principal amount
of $1,000,000  or a whole multiple
thereof.  Partial prepayments of Swing
Line Loans shall be in an aggregate principal amount of $100,000 or a whole
multiple thereof.


(b)           If for any reason the Total Revolving
Extensions of Credit at any time exceed the Total Revolving Credit Commitments
then in effect, the Borrower shall immediately prepay the Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Borrower shall not be required to Cash Collateralize
the L/C Obligations pursuant to this Section 2.8(b) unless after the
prepayment in full of the Loans the Total Revolving Extensions of Credit exceed
the Total Revolving Credit Commitments then in effect.


2.9.  Conversion and Continuation Options.  (a) 
The Borrower may elect from time to time to convert Eurodollar Loans
made to the Borrower to Base Rate Loans by giving the Administrative Agent at
least two Business Days’ prior irrevocable notice (which may be telephonic) of
such election.  The Borrower may elect
from time to time to convert Base Rate Loans made to the Borrower to Eurodollar
Loans by giving the Administrative Agent at least three Business Days’ prior
irrevocable notice (which may be telephonic) of such election (which notice
shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans
having an Interest Period of nine or twelve months in duration as provided in
the definition of “Interest Period”, the applicable notice must be received by
the Administrative Agent not later than 11:00 A.M. New York City time, four
Business Days prior to the requested date of such conversion or continuation,
whereupon the Administrative Agent shall give prompt notice to the Lenders of
such request and determine whether the requested Interest Period is unavailable
to any of them.  Not later than 10:00
A.M. New York City time, three Business Days before the requested date of such
conversion or continuation, the Administrative Agent shall notify the Borrower
(which notice may be by telephone) whether or not the requested Interest Period
is unavailable to any of the Lenders, provided, further
that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event
of Default has occurred and is continuing and the Administrative Agent or the
Majority Lenders have determined in its or their sole discretion not to permit
such conversions or (ii) after the date that is one month prior to the
Revolving Credit Termination Date.  Each
telephonic notice by the Borrower pursuant to this Section 2.9 must be
confirmed promptly by delivery to the Administrative Agent of a written
Borrowing Request appropriately completed and signed by a Responsible Officer
of the Borrower.  If the Borrower
requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails
to specify an Interest Period, it will be deemed to have specified an Interest
Period of one month.  Upon receipt of any
such notice the Administrative Agent shall promptly notify the Lenders thereof.


(b)           The Borrower may elect to continue
any Eurodollar Loan made to the Borrower as such upon the expiration of the
then current Interest Period with respect thereto by giving irrevocable notice
(which may be telephonic) to the Administrative Agent, in accordance with the
applicable provisions of the term “Interest Period” set forth in Section 1.1,
of the length of the next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan may be continued as such (i) when any Event of Default
has occurred and is continuing and the Administrative Agent or the Majority
Lenders have, determined in its or their sole discretion not to permit such
continuations or (ii) after the date that is one month prior to the Revolving
Credit 



 32
 









Termination Date,
and provided, further, that if the Borrower shall fail to give
any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso, such Loans
shall be converted automatically to Base Rate Loans on the last day of such
then expiring Interest Period.  Each
telephonic notice by the Borrower pursuant to this Section 2.9 must be
confirmed promptly by delivery to the Administrative Agent of a written
Borrowing Request appropriately completed and signed by a Responsible Officer
of the Borrower.  Upon receipt of any such
notice the Administrative Agent shall promptly notify the Lenders thereof.


2.10.  Maximum Number of Eurodollar Loans.  Notwithstanding anything to the contrary in
this Agreement, all borrowings, conversions, continuations and optional
prepayments of Eurodollar Loans and all selections of Interest Periods shall be
in such amounts and be made pursuant to such elections so that no more than ten
Eurodollar Loans shall be outstanding at any one time.


2.11.  Interest Rates and Payment Dates.  (a) 
Subject to the provisions of paragraph (c) below, each Eurodollar
Loan shall bear interest on the outstanding principal amount thereof for each
day during each Interest Period with respect thereto at a rate per annum equal
to the Eurodollar Rate determined for such day plus the Applicable Margin.


(b)           Each Base Rate Loan, including Swing
Line Loans, shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate.


(c)           (i) If all or a portion of the
principal amount of any Loan or Reimbursement Obligation shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), such
overdue amount shall bear interest at a rate per annum that is equal to (x) in
the case of the Loans, the rate that would otherwise be applicable thereto
pursuant to the foregoing provisions of this Section 2.11  plus 2%
or (y) in the case of Reimbursement Obligations, the rate applicable to Base
Rate Loans plus 2%, and (ii) if all or a portion of any interest payable
on any Loan or Reimbursement Obligation or any facility fee or other amount
payable hereunder shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), such overdue amount shall bear interest at a
rate per annum equal to the rate then applicable to Base Rate Loans plus
2%, in each case, with respect to clauses (i) and (ii) above,
from the date of such non-payment until such amount is paid in full (each
of the foregoing collectively, the “Default Rate”).


(d)           Interest shall be payable in arrears
on each Interest Payment Date, provided that interest accruing pursuant
to paragraph (c) of this Section 2.11 shall be payable from time
to time on demand (after as well as before judgment and before and after the
commencement of any proceeding under any Debtor Relief Law).


2.12.  Computation of Interest and Fees.  (a) 
Interest, fees and commissions payable pursuant hereto shall be
calculated on the basis of a 365-day (or 366-day, as the case may be) year for
the actual days elapsed, except that, with respect to Eurodollar Loans, the
interest thereon shall be calculated on the basis of a 360-day year for the
actual days elapsed.  The Administrative
Agent shall as soon as practicable notify the Borrower and the Lenders of 



 33
 









each determination
of a Eurodollar Rate.  Any change in the
interest rate on a Loan resulting from a change in the Base Rate shall become
effective as of the opening of business on the day on which such change becomes
effective.  The Administrative Agent
shall as soon as practicable notify the Borrower and the Lenders of the
effective date and the amount of each such change in any interest rate.  Interest shall accrue on each Loan for the
day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject
to Section 2.14(d), bear interest for one day.


(b)           Each determination of an interest
rate by the Administrative Agent pursuant to any provision of this Agreement
shall be conclusive and binding on the Borrower and the Lenders in the absence
of manifest error.


2.13.  Inability to Determine Interest Rate.  If prior to the first day of any Interest Period:


(a)           the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period, or


(b)           the
Administrative Agent shall have received notice from the Majority Lenders that
the Eurodollar Rate determined or to be determined for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (as
conclusively certified by such Lenders) of making or maintaining their affected
Loans during such Interest Period,


the Administrative Agent
shall give telecopy or telephonic notice thereof to the Borrower and the
relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar
Loans requested to be made on the first day of such Interest Period shall be
made as Base Rate Loans, (y) any Loans that were to have been converted on
the first day of such Interest Period to Eurodollar Loans shall be continued as
Base Rate Loans and (z) any outstanding Eurodollar Loans shall be converted, on
the last day of the then current Interest Period with respect thereto, to Base
Rate Loans.  Until such notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans shall be
made or continued as such, nor shall the Borrower have the right to convert
Loans to Eurodollar Loans.


2.14.  Pro Rata Treatment and Payments.  (a) 
Each borrowing, other than borrowings of Swing Line Loans, by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any facility fee or Letter of Credit fee, and any reduction of the Revolving
Credit Commitments of the Lenders, shall be made pro rata according to the
respective Revolving Credit Percentages of the relevant Lenders.


(b)           Each payment (including each
prepayment) by the Borrower on account of principal of and interest on the
Revolving Credit Loans of the Borrower shall be made pro  rata
according to the respective outstanding principal amounts of the Revolving
Credit Loans of the 



 34
 









Borrower then held
by the Lenders.  Each payment in respect
of Reimbursement Obligations in respect of any Letter of Credit shall be made
to the relevant Issuing Lender.


(c)           The application of any payment of
Loans shall be made, first, to Base Rate Loans and, second, to
Eurodollar Loans.  Each payment of the
Eurodollar Loans shall be accompanied by accrued interest to the date of such
payment on the amount paid.


(d)           All payments (including prepayments)
to be made by the Borrower hereunder, whether on account of principal,
interest, fees or otherwise, shall be made without condition or deduction for
any counterclaim, defense, recoupment or setoff and shall be made prior to 12:00
Noon, New York City time, on the due date thereof to the Administrative Agent,
for the account of the relevant Lenders, at the Administrative Agent’s Office,
in Dollars and in immediately available funds. 
Any payment made by the Borrower after 12:00 Noon, New York City time,
on any Business Day shall be deemed to have been made on the next following
Business Day.  The Administrative Agent
shall distribute such payments to the Lenders promptly upon receipt in like funds
as received.  If any payment hereunder
(other than payments on the Eurodollar Loans) becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next
succeeding Business Day.  If any payment
on a Eurodollar Loan becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day
unless the result of such extension would be to extend such payment into
another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.  In
the case of any extension of any payment of principal pursuant to the preceding
two sentences, interest thereon shall be payable at the then applicable rate
during such extension.


(e)           Unless the Borrower or any Lender has
notified the Administrative Agent, prior to the date any payment is required to
be made by it to the Administrative Agent hereunder, that the Borrower or such
Lender, as the case may be, will not make such payment, the Administrative
Agent may assume that the Borrower or such Lender, as the case may be, has
timely made such payment and may (but shall not be so required to), in reliance
thereon, make available a corresponding amount to the Person entitled
thereto.  If and to the extent that such
payment was not in fact made to the Administrative Agent in immediately
available funds, then:


(i)            if the Borrower failed to make such
payment, each Lender shall forthwith on demand repay to the Administrative
Agent the portion of such assumed payment that was made available to such
Lender in immediately available funds, together with interest thereon in
respect of each day from and including the date such amount was made available
by the Administrative Agent to such Lender to the date such amount is repaid to
the Administrative Agent in immediately available funds at the Federal Funds
Rate from time to time in effect; and


(ii)           if any Lender failed to make such
payment, such Lender shall forthwith on demand pay to the Administrative Agent
the amount thereof in immediately available funds, together with interest
thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such amount is recovered by
the Administrative Agent (the 



 35
 









“Compensation Period”) at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Revolving Credit Percentage of the Loan included in
the applicable borrowing.  If such Lender
does not pay such amount forthwith upon the Administrative Agent’s demand
therefor, the Administrative Agent may make a demand therefor upon the
Borrower, and the Borrower shall pay such amount to the Administrative Agent,
together with interest thereon for the Compensation Period at a rate per annum
equal to the rate of interest applicable to the applicable borrowing.  Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its Revolving Credit Commitment or to
prejudice any rights which the Administrative Agent or the Borrower may have
against any Lender as a result of any default by such Lender hereunder.


A notice of the
Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this subsection (e) shall be conclusive, absent manifest
error.


(f)            The obligations of the Lenders
hereunder to make Loans, to fund participations in Letters of Credit and Swing
Line Loans and to make payments under Section 10.6 are several and not
joint.  The failure of any Lender to make
any Loan, to fund any such participation or to make any payment under Section
10.6 on any date required hereunder shall not relieve any other Lender of
its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to
purchase its participation or make its payment under Section 10.6.


2.15.  Requirements of Law.  (a)  If
the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date hereof:


(i)            shall subject any Lender to any tax
of any kind whatsoever with respect to this Agreement, any Letter of Credit,
any Application or any Eurodollar Loan made by it, or change the basis of
taxation of payments to such Lender in respect thereof (except for Non-Excluded
Taxes or Other Taxes covered by Section 2.16 and the imposition of, or
any change in, the rate of any Excluded Tax payable by such Lender);


(ii)           shall impose, modify or hold
applicable any reserve, special deposit, compulsory loan or similar requirement
against assets held by, deposits or other liabilities in or for the account of,
advances, loans or other extensions of credit by, or any other acquisition of
funds by, any office of such Lender that is not otherwise included in the
determination of the Eurodollar Rate hereunder; or


(iii)          shall impose on such Lender any other
condition;



 36
 









and the result of any of
the foregoing is to increase the cost to such Lender, by an amount which such
Lender deems to be material, of making, converting into, continuing or
maintaining Eurodollar Loans to the Borrower or issuing or participating in
Letters of Credit issued at the request of the Borrower, or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable.  If any Lender becomes
entitled to claim any additional amounts pursuant to this Section 2.15,
it shall promptly notify the Borrower (with a copy to the Administrative Agent)
of the event by reason of which it has become so entitled.


(b)           If any Lender shall have determined
that the adoption of or any change in any Requirement of Law regarding capital
adequacy or in the interpretation or application thereof or compliance by such
Lender or any corporation controlling such Lender with any request or directive
regarding capital adequacy (whether or not having the force of law) from any
Governmental Authority made subsequent to the date hereof shall have the effect
of reducing the rate of return on such Lender’s or such corporation’s capital
as a consequence of its obligations hereunder or under or in respect of any
Letter of Credit to a level below that which such Lender or such corporation
could have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or such corporation’s policies with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, after submission by such Lender to the Borrower (with a copy to
the Administrative Agent) of a written request therefor, the Borrower shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or such corporation for such reduction.


(c)           In addition to, and without duplication
of, amounts which may become payable from time to time pursuant to paragraphs
(a) and (b) of this Section 2.15, the Borrower agrees to pay
to each Lender which requests compensation under this paragraph (c) by
notice to the Borrower, on the last day of each Interest Period with respect to
any Eurodollar Loan made by such Lender to the Borrower, at any time when such
Lender shall be required to maintain reserves against “Eurocurrency liabilities”
under Regulation D of the Board of Governors of the Federal Reserve System (or,
at any time when such Lender may be required by the Board of Governors of the
Federal Reserve System or by any other Governmental Authority, whether within
the United States or in another relevant jurisdiction, to maintain reserves
against any other category of liabilities which includes deposits by reference
to which the Eurodollar Rate is determined as provided in this Agreement or
against any category of extensions of credit or other assets of such Lender
which includes any such Eurodollar Loans), an additional amount (determined by
such Lender’s calculation or, if an accurate calculation is impracticable,
reasonable estimate using such reasonable means of allocation as such Lender
shall determine) equal to the actual costs, if any, incurred by such Lender
during such Interest Period as a result of the applicability of the foregoing
reserves to such Eurodollar Loans.


(d)           A certificate as to any additional
amounts payable pursuant to this Section 2.15 submitted by any Lender to
the Borrower (with a copy to the Administrative Agent) shall be conclusive in
the absence of manifest error.  No Lender
shall be entitled to compensation under this Section 2.15 from the
Borrower for any costs incurred or reductions suffered more than 180 days prior
to the date that such Lender notifies the Borrower of the circumstances giving
rise to such increased costs or reductions and of such Lender’s intention to
claim compensation 



 37
 









therefor; provided
that if a change of law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.  The obligations of the Borrower pursuant to
this Section 2.15 shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.


2.16.  Taxes. 
(a)  Except as required by Law,
all payments made by the Borrower under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any
present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding net
income taxes and franchise and doing business taxes (imposed in lieu of net
income taxes) imposed on the Administrative Agent or any Lender as a result of
a present or former connection between the Administrative Agent or such Lender
and the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent’s or such Lender’s
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document) (such net income
taxes and franchise or doing business taxes imposed in lieu of net income taxes
being referred to hereinafter as “Excluded Taxes”).  If any such taxes, levies, imposts, duties,
charges, fees, deductions or withholdings other than Excluded Taxes (“Non-Excluded
Taxes”) or any Other Taxes are required to be withheld from any amounts
payable to the Administrative Agent or any Lender hereunder, the amounts so
payable to the Administrative Agent or such Lender shall be increased to the
extent necessary to yield to the Administrative Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement; provided, however, that the Borrower shall not be
required to increase any such amounts payable to any Lender with respect to any
Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply
with the requirements of paragraph (d) or (e) of this Section
2.16 or (ii) that are withholding taxes imposed on amounts payable to such
Lender at the time such Lender becomes a party to this Agreement or designates
a new lending office, except to the extent that such Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office or
assignment, to receive additional amounts from the Borrower with respect to
such Non-Excluded Taxes pursuant to this Section 2.16(a).


(b)           In addition, the Borrower shall pay
any Other Taxes to the relevant Governmental Authority in accordance with
applicable Law.


(c)           Whenever any Non-Excluded Taxes or
Other Taxes are payable by the Borrower, as soon as practicable thereafter the Borrower
shall send to the Administrative Agent for its own account or for the account
of the relevant Lender, as the case may be, a certified copy of an official
receipt received by the Borrower showing payment thereof (or other evidence of
such payment reasonably satisfactory to the Administrative Agent).  If the Borrower fails to pay any Non-Excluded
Taxes or Other Taxes when due to the appropriate taxing authority, the Borrower
shall indemnify the Administrative Agent and the Lenders for any incremental
taxes, interest or penalties that may become payable by the Administrative
Agent or any Lender as a result of any such failure.  The agreements in this Section 2.16
shall survive the termination of this Agreement and the payment of the Loans
and all other amounts payable hereunder.



 38
 









(d)           Each Lender (or Transferee) that is
not (i) a citizen or resident of the United States of America, (ii) a
corporation, partnership or other entity created or organized in or under the
laws of the United States of America (or any jurisdiction thereof), or (iii) an
estate or trust that is subject to U.S. federal income taxation regardless of
the source of its income (a “Non-U.S. Lender”) that may lawfully
do so shall deliver to the Borrower and the Administrative Agent (or, in the
case of a Participant, to the Lender from which the related participation shall
have been purchased) two copies of either U.S. Internal Revenue Service Form
W-8BEN or Form W-8ECI (or other applicable form), or, in the case of a Non-U.S.
Lender claiming exemption from U.S. federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of “portfolio interest”,
a statement substantially in the form of Exhibit D and a Form W-8BEN (or
other applicable form), or to the extent such Lender may lawfully do so, it
shall deliver any subsequent versions thereof or successors thereto properly
completed and duly executed by such Non-U.S. Lender claiming complete
exemption from, or a reduced rate of, U.S. federal withholding tax on all payments
by the Borrower under this Agreement and the other Loan Documents.  Such forms shall be delivered by each Non-U.S.
Lender on or before the date it becomes a party to this Agreement (or, in the
case of any Participant, on or before the date such Participant purchases the
related participation).  In addition, to
the extent it may lawfully do so, each Non-U.S. Lender shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender. 
Each Non-U.S. Lender shall, as soon as reasonably practicable, notify
the Borrower at any time it determines that it is no longer in a position to
provide any previously delivered certificate to the Borrower (or any other form
of certification adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of this
paragraph, a Non-U.S. Lender shall not be required to deliver any form
pursuant to this paragraph that such Non-U.S. Lender is not legally able
to deliver.


(e)           A Lender that is entitled to an
exemption from or reduction of non-U.S. withholding tax under the Law of the
jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by applicable Law or reasonably requested by the Borrower,
such properly completed and executed documentation prescribed by applicable Law
or reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation.


2.17.  Compensation for Losses.  The Borrower agrees to, upon demand of any
Lender (with a copy to the Administrative Agent) from time to time, to
indemnify each Lender for, and to hold each Lender harmless from, any loss or
expense that such Lender sustains or incurs as a consequence of
(a) default by the Borrower in making a borrowing of, conversion to or
continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making by the Borrower of a prepayment or conversion of Eurodollar Loans on a
day that is not the last day of an Interest Period with respect thereto; provided
that any request for indemnification made by a Lender pursuant to this Section
2.17 shall be made within six months of the incurrence of the loss or
expense requested to be indemnified. 
Such indemnification may include an amount equal to the excess, if any,
of (i) the amount of interest that would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, 



 39
 









for the period
from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of such Interest Period (or, in the case of a failure
to borrow, convert or continue, the Interest Period that would have commenced
on the date of such failure) in each case at the applicable rate of interest
for such Loans provided for herein (excluding, however, the Applicable Margin
included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) that would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading
banks in the interbank Eurodollar market. 
A certificate as to any amounts payable pursuant to this Section 2.17
submitted to the Borrower by any Lender shall be conclusive in the absence of
manifest error.  This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.


2.18.  Illegality.  Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
forthwith be canceled and (b) such Lender’s Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans
on the respective last days of the then current Interest Periods with respect
to such Loans or within such earlier period as required by Law.  If any such conversion of a Eurodollar Loan
to a Base Rate Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower shall pay to such
Lender such amounts, if any, as may be required pursuant to Section 2.17.


2.19.  Change of Office.  Each Lender agrees that, upon the occurrence
of any event that it knows to give rise to the operation of Sections 2.15,
2.16(a) or 2.18 with respect to such Lender, it will use all
commercially reasonable efforts (subject to overall policy considerations of
such Lender) to designate another lending office for any Loans affected by such
event, or to assign its rights and obligations hereunder with respect to such
Loans to another of its offices, branches or affiliates with the object of
avoiding the consequences of such event; provided, that such designation
is made on terms that, in the reasonable sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or
regulatory disadvantage, and provided, further, that nothing in this Section
2.19 shall affect or postpone any of the obligations of the Borrower or the
rights of any Lender pursuant to Sections 2.15, 2.16(a) or 2.18.  The Borrower hereby agrees to pay all
reasonable out-of-pocket costs and expenses incurred by any Lender in
connection with any such designation or assignment.


2.20.  Replacement of Lenders under Certain
Circumstances.  The Borrower shall be
permitted to replace any Lender (a) that requests reimbursement for amounts
owing pursuant to Section 2.15, (b) with respect to which the Borrower
is required to pay any amounts under Sections 2.16 or 2.18, (c)
that defaults in its obligation to make Loans hereunder or (d) that fails to
approve any amendment which, pursuant to Section 10.1, requires the
approval of each Lender, provided, that such amendment is approved by at
least the Majority Lenders, with a replacement financial institution or other
entity; provided that (i) such replacement does not conflict with any
Requirement of Law, (ii) with respect to a condition described in clause (a)
or (b) above, prior to any such replacement, such replaced Lender shall
have taken no action under Section 2.19 so as to eliminate the continued
need for payment of amounts owing pursuant to 



 40
 









Sections 2.15,
2.16, or 2.18 (iii) the replacement financial institution or
other entity shall purchase, at par, all Loans and other amounts owing to such
replaced Lender on or prior to the date of replacement, (iv) the Borrower shall
be liable to such replaced Lender under Section 2.17 (as though Section
2.17 were applicable) if any Eurodollar Loan to the Borrower owing to such
replaced Lender shall be purchased other than on the last day of the Interest
Period relating thereto, (v) the replacement financial institution or other
entity, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent and otherwise an Eligible Assignee, (vi) the replaced
Lender and replacement Lender shall be obligated to make such replacement in
accordance with the provisions of Section 10.7 (including, without
limitation, obtaining the consents provided for therein) (provided that the
Borrower shall be obligated to pay the registration and processing fee referred
to therein), (vii) the Borrower shall pay all additional amounts (if any)
required pursuant to Section 2.15, 2.16 or 2.18, as the
case may be, in respect of any period prior to the date on which such
replacement shall be consummated, and (viii) any such replacement shall
not be deemed to be a waiver of any rights that the Borrower, the
Administrative Agent or any other Lender shall have against the replaced
Lender.


2.21.  Guaranty of Payment and Performance.  Subject to Section 10.17, the payment
and performance of the obligations of the Borrower hereunder shall be
guaranteed by each Guarantor pursuant to the terms of the Guaranty.


2.22.        Increase in Commitments.


(a)           Request
for Increase.  Upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Borrower
may from time to time, increase the Total Revolving Credit Commitments by an
amount not to exceed $25,000,000 less the aggregate amount of all prior
increases of the Total Revolving Credit Commitment pursuant to this Section
2.22.  Such increase in the Total
Revolving Credit Commitments may be provided by the Lenders or Eligible
Assignees designated by the Borrower to become Lenders (pursuant to an
instrument of accession in the form of Exhibit I hereto, an “Instrument
of Accession”) that are willing to provide such increase; provided
that (i) any such increase shall be in a minimum amount of $10,000,000 and (ii)
the aggregate amount of the Total Revolving Credit Commitments after giving
effect to any such increase shall not at any time exceed $500,000,000.  Nothing contained herein shall constitute, or
otherwise be deemed to be, a commitment on the part of any Lender to increase
its Revolving Credit Commitment hereunder.


(b)           Effective Date and Allocations.  If the Total Revolving Credit Commitments are
increased in accordance with this Section 2.22, the Administrative Agent
and the Borrower shall determine the effective date (the “Increase Effective
Date”) and the Borrower, in consultation with the Administrative Agent,
shall determine the final allocation of such increase.  The Administrative Agent shall promptly
notify the Lenders of the final allocation of such increase and the Increase
Effective Date.


(c)           Conditions
to Effectiveness of Increase.  As a
condition precedent to such increase, (i) no Default shall exist, (ii) the
Borrower shall (x) deliver to the Administrative Agent (1) an Instrument of
Accession executed by the Borrower and the applicable Lender(s), and (2) a
certificate dated as of the Increase Effective Date (in sufficient copies for
each Lender) signed by a Responsible Officer of the Borrower (A) certifying and
attaching the resolutions adopted by the 



 41
 









Borrower approving
or consenting to such increase, and (B) certifying that, before and after
giving effect to such increase no Default exists and (iii) pursuant to the
terms of the Arranger Fee Letter, pay the fees to the applicable Persons.  The Borrower shall prepay any Revolving
Credit Loans outstanding on the Increase Effective Date (and pay any additional
amounts required pursuant to Section 2.15) to the extent necessary to
keep the outstanding Revolving Credit Loans ratable with any revised Revolving
Credit Percentages arising from any nonratable increase in the Total Revolving
Credit Commitments under this Section 2.22.


(d)           Conflicting
Provisions.  This Section 2.22
shall supersede any provisions in Section 2.14 or 10.1 to the
contrary.


3.             LETTERS OF CREDIT


3.1.  L/C Commitment.  (a) 
Subject to the terms and conditions hereof, each Issuing Lender, in
reliance on the agreements of the other Lenders set forth in Section 3.3,
agrees to issue Letters of Credit for the account of the Borrower or any of its
Subsidiaries and to amend or extend Letters of Credit previously issued by it,
in accordance with Section 3.2(b), on any Business Day during the
Revolving Credit Commitment Period in such form as may be approved from time to
time by the Issuing Lender; provided, that the Issuing Lender shall not
issue any Letter of Credit if, after giving effect to such issuance, (i) the
L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of
the Available Revolving Credit Commitments would be less than zero.  Each Letter of Credit shall (i) be
denominated in Dollars and (ii) expire no later than the earlier of (x) the
first anniversary of its date of issuance and (y) the date which is five
Business Days prior to the Revolving Credit Termination Date, provided
that any Letter of Credit with a one-year term may provide for the renewal
thereof for additional one-year periods (which shall in no event extend beyond
the date referred to in clause (y) above).  All Existing Letters of Credit shall be
deemed to have been issued pursuant hereto, and from and after the Closing Date
shall be subject to and governed by the terms and conditions hereof.


(b)           No Issuing Lender shall at any time
be obligated to issue any Letter of Credit hereunder if (i) such issuance would
conflict with, or cause the Issuing Lender or any L/C Participant to exceed any
limits imposed by, any applicable Requirement of Law, (ii) such issuance would
violate one or more policies of the Issuing Lender applicable to letters of
credit generally or (iii) any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain the
Issuing Lender from issuing such Letter of Credit, or any Law applicable to the
Issuing Lender or any request or directive (whether or not having the force of
Law) from any Governmental Authority with jurisdiction over the Issuing Lender
shall prohibit, or request that the Issuing Lender refrain from, the issuance
of letters of credit generally, or such Letter of Credit in particular.


3.2.  Procedure for Issuance and Amendment of
Letter of Credit.  (a) Each Letter of
Credit shall be issued or amended, as the case may be, upon the request of the
Borrower delivered to the Issuing Lender (with a copy to the Administrative
Agent) in the form of an Application, completed and signed by a Responsible
Officer of the Borrower.  Such
Application must be received by the Issuing Lender and the Administrative Agent
not later than 11:00 A.M., New York City time, at least two Business Days (or
such later date and time as the Administrative Agent and the Issuing Lender may
agree in a particular instance in their sole 



 42
 









discretion) prior
to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial
issuance of a Letter of Credit, such Application shall specify in form and
detail reasonably satisfactory to the Issuing Lender: (A) the proposed issuance
date of the requested Letter of Credit (which shall be a Business Day); (B) the
amount thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; and (G) such
other matters as the Issuing Lender may reasonably require.  In the case of a request for an amendment of
any outstanding Letter of Credit, such Application shall specify in form and
detail reasonably satisfactory to the Issuing Lender (A) the Letter of Credit
to be amended; (B) the proposed date of amendment thereof (which shall be a
Business Day); (C) the nature of the proposed amendment; and (D) such other
matters as the Issuing Lender may reasonably require.  Additionally, the Borrower shall furnish to
the Issuing Lender and the Administrative Agent such other documents and
information pertaining to such requested Letter of Credit issuance or
amendment, including any Issuer Documents, as the Issuing Lender or the
Administrative Agent may reasonably require.


(b)           Promptly after receipt of any
Application, the Issuing Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of
such Application from the Borrower and, if not, the Issuing Lender will provide
the Administrative Agent with a copy thereof. 
Unless the Issuing Lender has received written notice from any Lender or
the Administrative Agent, at least one Business Day prior to the requested date
of issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Section 4 shall not then be
satisfied, then, subject to the terms and conditions hereof, the Issuing Lender
shall, on the requested date, issue a Letter of Credit for the account of the
Borrower or enter into the applicable amendment, as the case may be, in each
case in accordance with the Issuing Lender’s usual and customary business
practices.  Immediately upon the issuance
of each Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Issuing Lender a
risk participation in such Letter of Credit in an amount equal to the product
of such Lender’s Revolving Credit Percentage times the amount of such
Letter of Credit.


(c)           Promptly after its delivery of any
Letter of Credit or any amendment to a Letter of Credit to an advising bank
with respect thereto or to the beneficiary thereof, the Issuing Lender will
also deliver to the Borrower and the Administrative Agent a true and complete
copy of such Letter of Credit or amendment.


3.3.  Drawings and Reimbursements; Funding of
Participations.  (a)  Upon receipt from the beneficiary of any
Letter of Credit of any notice of a drawing under such Letter of Credit, the
Issuing Lender shall notify the Borrower and the Administrative Agent
thereof.  The Borrower shall reimburse
the Issuing Lender, through the Administrative Agent, for the amount of any
drawing under a Letter of Credit not later than 1:00 P.M., New York City time,
on the date that such drawing is made (if the Borrower has received notice from
the Issuing Lender of such drawing prior to 10:00 A.M., New York City time, on
such date) or, if the Borrower has not received notice of such drawing prior to
such time on such date, then not later than 1:00 P.M., New York City time, on
(i) the Business Day that the Borrower receives such notice, if such
notice is received prior to 10:00 A.M., New York City time, on the day of
receipt, or (ii) the 



 43
 









Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to 10:00 A.M., New York City time, on the day
of such receipt (the date on which such reimbursement by the Borrower is due
pursuant to this sentence being referred to herein as the “Requested
Reimbursement Date”).  If the
Borrower fails to so reimburse the Issuing Lender by such time, the
Administrative Agent shall promptly notify each Lender of the Requested
Reimbursement Date, the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Lender’s Revolving Credit Percentage
thereof.  In such event, the Borrower
shall be deemed to have requested a borrowing of Base Rate Loans to be
disbursed on the Requested Reimbursement Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples, and notice
periods, specified in Section 2.2 for the principal amount of Base Rate
Loans.  Such Base Rate Loans may from
time to time be converted to Eurodollar Loans, as determined by the Borrower
and notified to the Administrative Agent in accordance with Section 2.9,
provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after
the day that is one month prior to the Revolving Credit Termination Date.  Any notice given by the Issuing Lender or the
Administrative Agent pursuant to this Section 3.3(a) may be given by
telephone if immediately confirmed in writing; provided that the lack of such
an immediate confirmation shall not affect the conclusiveness or binding effect
of such notice.


(b)           Each Lender (including the Lender
acting as Issuing Lender) shall upon any notice pursuant to Section 3.3(a)
make funds available to the Administrative Agent for the account of the Issuing
Lender at the Administrative Agent’s Office in an amount equal to its Revolving
Credit Percentage of the Unreimbursed Amount not later than 1:00 P.M., New York
City time, on the Business Day specified in such notice by the Administrative
Agent, whereupon, subject to the provisions of Section 3.3(a), each
Lender that so makes funds available shall be deemed to have made a Base Rate
Loan to the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the Issuing Lender.


(c)           If any drawing is made under a Letter
of Credit and is not reimbursed or refinanced on the date such drawing is made,
for any reason, the Borrower shall be deemed to have incurred  from the Issuing Lender an L/C Borrowing in the amount of
the Unreimbursed Amount that is not so reimbursed or refinanced, which L/C
Borrowing (i) shall bear interest at the rate applicable to Base Rate
Loans from and including the date that such drawing is paid by the Issuing Bank
to but excluding the earlier of the date that such Unreimbursed Amount is so
reimbursed or refinanced or the date that is the next Business Day following
the Requested Reimbursement Date and, if not so reimbursed or refinanced on or
prior to the date that is the next Business Day following the Requested
Reimbursement Date, then, from and after the date that is the next Business Day
following the Requested Reimbursement Date to but excluding the date so
reimbursed or refinanced, the rate applicable to Base Rate Loans plus 2% and
(ii) shall, on and after the date that is the next Business Day following
the Requested Reimbursement Date, be due and payable on demand.  In such event, each Lender’s payment to the
Administrative Agent for the account of the Issuing Lender pursuant to Section
3.3(b) shall be deemed payment in respect of its participation in such L/C
Borrowing and shall constitute an L/C Advance from such Lender in satisfaction
of its participation obligation under this Section 3.3.


(d)           Until each Lender funds its Loan or
L/C Advance pursuant to this Section 3.3 to reimburse the Issuing Lender
for any amount drawn under any Letter of Credit, interest in 



 44
 









respect of such
Lender’s Revolving Credit Percentage of such amount shall be solely for the
account of the Issuing Lender.


(e)           Each Lender’s obligation to make
Loans or L/C Advances to reimburse the Issuing Lender for amounts drawn under
Letters of Credit, as contemplated by this Section 3.3, shall be
absolute and unconditional and shall not be affected by any circumstance,
including (A) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Issuing Lender, the Borrower or any
other Person for any reason whatsoever, (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Loans pursuant to this Section 3.3 is
subject to the conditions set forth in Section 4.2 (other than delivery
by the Borrower of a Loan Notice).  No
such making of an L/C Advance shall relieve or otherwise impair the obligation
of the Borrower to reimburse the Issuing Lender for the amount of any payment
made by the Issuing Lender under any Letter of Credit, together with interest
as provided herein.


(f)            If any Lender fails to make
available to the Administrative Agent for the account of the Issuing Lender any
amount required to be paid by such Lender pursuant to the foregoing provisions
of this Section 3.3 by the time specified in Section 3.3(b), the
Issuing Lender shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the Issuing Lender at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the Issuing Lender
in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the Issuing
Lender in connection with the foregoing. 
If such Lender pays such amount (with interest and fees as aforesaid),
the amount so paid shall constitute such Lender’s Loan included in the relevant
borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case
may be.  A certificate of the Issuing
Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this paragraph (f) shall be conclusive absent
manifest error.


3.4.  Repayment of Participations.  (a)  At
any time after the Issuing Lender has made a payment under any Letter of Credit
and has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 3.3(b), if the Administrative Agent
receives for the account of the Issuing Lender any payment in respect of the
related Unreimbursed Amount or interest thereon (whether directly from the
Borrower or otherwise, including proceeds of cash collateral applied thereto by
the Administrative Agent), the Administrative Agent will distribute to such
Lender its Revolving Credit Percentage thereof (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such
Lender’s L/C Advance was outstanding) in the same funds as those received by
the Administrative Agent.


(b)           If any payment received by the
Administrative Agent for the account of the Issuing Lender pursuant to Section
3.3(b) is required to be returned under any of the circumstances described
in Section 10.8 (including pursuant to any settlement entered into by
the Issuing Lender in its discretion), each Lender shall pay to the
Administrative Agent for the



 45















account of the Issuing Lender its Revolving Credit Percentage thereof
on demand of the Administrative Agent, plus interest thereon from the date of
such demand to the date such amount is returned by such Lender, at a rate per
annum equal to the Federal Funds Rate from time to time in effect.


3.5.  Obligations
Absolute.  The obligation of the
Borrower to reimburse the Issuing Lender for each drawing under each Letter of
Credit and to repay each L/C Borrowing shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:


(i)            any lack of validity
or enforceability of such Letter of Credit, this Agreement, or any other Loan
Document;


(ii)           the existence of any
claim, counterclaim, set-off, defense or other right that the Borrower or any
of its Subsidiaries may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the Issuing Lender or any
other Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;


(iii)          any draft, demand,
certificate or other document presented under such Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; or any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under such
Letter of Credit;


(iv)          any payment by the
Issuing Lender under such Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the Issuing Lender under such Letter of Credit
to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit,
including any arising in connection with any proceeding under any Debtor Relief
Law; or


(v)           any other circumstance
or happening whatsoever, whether or not similar to any of the foregoing,
including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Borrower or any of its Subsidiaries.


3.6.  Role of
Issuing Lender.  Each Lender and the Borrower agree
that, in paying any drawing under a Letter of Credit, the Issuing Lender shall
not have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document.  None of the Issuing Lender, any Agent-Related
Person nor any of the respective correspondents, participants



 46
 









or assignees of the Issuing Lender shall be liable to any Lender for
(a) any action taken or omitted in connection herewith at the request or with
the approval of the Lenders or the Majority Lenders, as applicable; (b) any
action taken or omitted in the absence of gross negligence or willful misconduct;
or (c) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Application.  The Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of
any Letter of Credit; provided, however, that this assumption is
not intended to, and shall not, preclude the Borrower’s pursuing such rights
and remedies as it may have against the beneficiary or transferee at law or
under any other agreement.  None of the
Issuing Lender, any Agent-Related Person, nor any of the respective
correspondents, participants or assignees of the Issuing Lender, shall be
liable or responsible for any of the matters described in clauses (i)
through (v) of Section 3.5; provided, however, that
anything in such clauses (i) through (v) to the contrary
notwithstanding, the Borrower may have a claim against the Issuing Lender, and
the Issuing Lender may be liable to the Borrower, to the extent, but only to
the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the Issuing
Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit.   In furtherance and not in limitation of the
foregoing, the Issuing Lender may accept documents that appear on their face to
be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary, and the Issuing Lender shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may
prove to be invalid or ineffective for any reason.


3.7.  Cash
Collateral.  Upon the request of the
Administrative Agent, if, as of the Revolving Credit Termination Date, any
Letter of Credit for any reason remains outstanding and partially or wholly
undrawn, the Borrower shall immediately Cash Collateralize the then outstanding
amount of all L/C Obligations (in an amount equal to such outstanding amount
determined as of the Revolving Credit Termination Date).  Sections 2.8 and 8.2 set forth
certain additional requirements to deliver Cash Collateral hereunder.  To the extent that the Borrower is required
to Cash Collateralize L/C Obligations, the Borrower hereby grants to the
Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a
security interest in all cash, deposit accounts and all balances therein and
all proceeds of the foregoing.  Such cash
collateral shall be maintained in blocked, interest bearing deposit accounts
with the Administrative Agent.


3.8.  Applicability
of ISP98 and UCP.  Unless otherwise expressly agreed
by the Issuing Lender and the Borrower when a Letter of Credit is issued
including any such agreement as applicable to an Existing Letter of Credit, (i)
the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the
rules of the Uniform Customs and Practice for Documentary Credits, as most
recently published by the International Chamber of Commerce at the time of
issuance shall apply to each commercial Letter of Credit.


3.9.  Fees
and Other Charges.  (a)  The Borrower will pay to the Administrative
Agent, for the account of the Lenders, a fee on the daily amount available to
be drawn under all outstanding Letters of Credit issued for its account at a
per annum rate equal to the Applicable



 47
 









Margin then in effect with respect to Eurodollar Loans, to be shared
ratably among the Lenders in accordance with their respective Revolving Credit
Percentages and payable quarterly in arrears on each L/C Fee Payment Date after
the issuance date.  In addition, the
Borrower shall pay to the relevant Issuing Lender for its own account a
fronting fee on the daily amount available to be drawn under all outstanding
Letters of Credit issued by such Issuing Lender for the Borrower’s account at a
rate and at the times to be agreed upon by the Borrower and such Issuing
Lender.  For purposes of computing the
average daily amount available to be drawn under the Letters of Credit, the
amount of such Letters of Credit shall be determined in accordance with Section
1.3.


(b)           In
addition to the foregoing fees, the Borrower shall pay or reimburse each
Issuing Lender for such normal and customary costs and expenses as are incurred
or charged by such Issuing Lender in issuing, negotiating, effecting payment
under, amending or otherwise administering any Letter of Credit issued for the
account of the Borrower.


3.10.  Conflict
with Issuer Documents.  In the event
of any conflict between the terms hereof and the terms of any Issuer Document,
the terms hereof shall control.


4.             CONDITIONS PRECEDENT


4.1.  Conditions
to Closing.  The occurrence of the
Closing Date is subject to the satisfaction on such date of the following
conditions precedent:


(a)           The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the Borrower,
each dated the Closing Date (or, in the case of certificates of governmental
officials, a recent date before the Closing Date) and each in form and
substance reasonably satisfactory to the Administrative Agent:


(i)            executed counterparts
of this Agreement, sufficient in number for distribution to the Administrative
Agent, each Lender party hereto on the date hereof and the Borrower;


(ii)           a Note executed by the
Borrower in favor of each Lender requesting a Note so long as such request is
made at least 3 Business Days prior to the Closing Date;


(iii)          such certificates of
resolutions or other action, incumbency certificates and/or other certificates
of Responsible Officers of the Borrower as the Administrative Agent may reasonably
require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with
this Agreement and the other Loan Documents to which the Borrower is a party;


(iv)          such documents and
certifications as the Administrative Agent may reasonably require to evidence
that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified
to engage in business in the jurisdiction where the Borrower is organized;



 48
 









(v)           a Closing Certificate
of the Borrower with appropriate insertions and attachments, if any;


(vi)          a
certificate signed by a Responsible Officer on behalf of the Borrower either
(A) attaching copies of all consents, licenses and approvals required in
connection with the execution, delivery and performance by the Borrower and the
validity against the Borrower of the Loan Documents to which it is a party, and
such consents, licenses and approvals shall be in full force and effect, or (B)
stating that no such consents, licenses or approvals are so required;


(vii)         a
certificate signed by a Responsible Officer on behalf of the Borrower
certifying (A) that the conditions specified in Sections 4.2(a) and (b)
have been satisfied, and (B) that there
has been no event or circumstance since December 31, 2006 that has had or could
be reasonably expected to have a Material Adverse Effect; and


(viii)        the Guaranty executed by
each Guarantor.


(b)           Fees.  (i) 
The Administrative Agent and the Arrangers shall have received all fees
required to be paid by the Borrower on or prior to the Closing Date.


(ii)           The Borrower shall have
paid all fees, charges and disbursements of Bingham McCutchen LLP, as counsel
to the Administrative Agent (directly to such counsel if requested by the
Administrative Agent), to the extent required to be paid by the Borrower and
invoiced prior to the Closing Date.


(c)           Legal
Opinions.  The Administrative Agent
shall have received (i) the legal opinion of Robert Seelig, Esquire, counsel to
the Borrower and each of the Initial Guarantors, substantially in the form of Exhibit
F and (ii) the legal opinion of Conyers Dill & Pearman, Bermuda counsel
to the Borrower and each of the Initial Guarantors, substantially in the form
of Exhibit G.


(d)           Termination
of Existing Credit Facility.  The
Administrative Agent shall have received evidence (including, without
limitation, payoff letters), reasonably satisfactory to the Administrative
Agent in its reasonable discretion, that the Existing Credit Agreement has been or concurrently with the Closing Date
is being terminated.


(e)           Closing
Date.  The Closing Date shall occur
on or before June 30, 2007.


(f)            Material
Adverse Effect.  Up to and including
the Closing Date, since December 31, 2006 there has been no event or
circumstance that has had or could reasonably be expected to have a Material
Adverse Effect.


4.2.  Conditions
to Closing and Each Extension of Credit. 
The occurrence of the Closing Date and the agreement of each Lender to
make any extension of credit requested to be made by it hereunder on any date
(including, without limitation, its initial extension of credit or any
issuance, or increase in the amount of, any Letter of Credit but excluding
conversions or continuations of Loans) is subject to the satisfaction of the
following conditions precedent:



 49
 









(a)           Representations
and Warranties.  Each of the
representations and warranties made by the Borrower in Section 5 (other
than Section 5.5) or pursuant to any of the other Loan Documents shall
be true and correct in all material respects on and as of such date as if made
on and as of such date, except to the extent that they expressly relate to an
earlier date, in which case they shall be true and correct in all material
respects as of such earlier date.


(b)           No
Default.  No Default or Event of
Default shall have occurred and be continuing on such date or after giving
effect to the extensions of credit requested to be made on such date.


(c)           Borrowing
Request.  Except as provided in Section
3.3, the Administrative Agent shall have received a Borrowing Request or,
as applicable, an Application.


Each borrowing by and
issuance of a Letter of Credit on behalf of the Borrower hereunder shall
constitute a representation and warranty by the Borrower as of the date of such
extension of credit (including any issuance, or increase in the amount of, any
Letter of Credit) that the conditions contained in this Section 4.2 (a)
and (b) have been satisfied on and as of the date of the applicable
extension of credit.


5.             REPRESENTATIONS AND WARRANTIES


To
induce the Administrative Agent and the Lenders to enter into this Agreement
and to make the Loans and issue or participate in the Letters of Credit, the
Borrower hereby represents and warrants to the Administrative Agent and each
Lender that:


5.1.  Financial
Statements.


(a)           The
audited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries, as at December 31, 2006 and the related consolidated statements
of income and of cash flows for the fiscal year ended on such date, reported on
and accompanied by unqualified reports from PricewaterhouseCoopers LLP or
another independent certified public accounting firm of nationally recognized
standing, present fairly in all material respects the consolidated financial
condition of the Borrower and its consolidated Subsidiaries, as at such date,
and the consolidated results of their operations and their consolidated cash
flows for such fiscal year then ended in accordance with GAAP applied
consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein).


(b)           The
unaudited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries, as of and for the fiscal quarter ended March 31, 2007, and the
related unaudited consolidated statements of income and cash flows for such
fiscal quarters ended on such dates, present fairly in all material respects
the consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such dates, and the consolidated results of their operations
and their consolidated cash flows for the fiscal quarters then ended in
accordance with GAAP applied consistently throughout the periods involved
(except (x) as approved by the aforementioned firms of accountants and
disclosed therein or (y) for normal year-end audit adjustments and the absence
of footnotes).



 50
 









5.2.  Corporate
Existence; Compliance with Law.  The
Borrower and each of its Subsidiaries (a) is duly organized, validly existing
and in good standing under the Laws of the jurisdiction of its organization,
except to the extent that the failure of the Subsidiaries to be so organized,
validly existing and in good standing could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect, (b) has the corporate or other
power and authority, and the legal right, to own and operate its Property, to
lease the Property it operates as lessee and to conduct the business in which
it is currently engaged, except to the extent that the failure to have such
power, authority and legal right could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect, (c) is duly qualified as a foreign
corporation and in good standing under the Laws of each jurisdiction where its
ownership, lease or operation of Property or the conduct of its business
requires such qualification, except to the extent failure to so qualify or be
in good standing could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect, and (d) is in compliance with all Requirements of Law,
including, without limitation, with respect to environmental laws, except to
the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.


5.3.  Corporate
Power; Authorization; Enforceable Obligations.  The Borrower has the corporate or other power
and authority, and the legal right, to make, deliver and perform the Loan
Documents to which it is a party and to borrow hereunder.  The Borrower has taken all necessary corporate
or other action to authorize the execution, delivery and performance of the
Loan Documents to which it is a party and to authorize the borrowings on the
terms and conditions of this Agreement. 
No consent or authorization of, filing with, notice to or other act by
or in respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or the execution, delivery,
performance, validity or enforceability of this Agreement or any of the other
Loan Documents, except consents, authorizations, filings and notices described
in Schedule 5.3, which consents, authorizations, filings and notices
have been obtained or made and are in full force and effect and except to the
extent failure to obtain any consents, authorizations, filings, and notices
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.  Each Loan Document to which the
Borrower is a party has been duly executed and delivered on behalf of the
Borrower.  This Agreement constitutes,
and each other Loan Document to which the Borrower is a party upon execution
will constitute, a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).


5.4.  No
Legal Bar.  The execution, delivery
and performance of this Agreement and the other Loan Documents, the issuance of
Letters of Credit, the borrowings hereunder and the use of the proceeds thereof
will not violate any Requirement of Law or any Contractual Obligation of the
Borrower or any of its Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation,
except to the extent such violation or Lien could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.


5.5.  No
Material Litigation.  No litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of the



 51
 









Borrower, threatened by or against the Borrower or any of its
Subsidiaries or against any of their respective properties or assets that (a)
purport to affect or pertain to this Agreement or any other Loan Document or
any of the transactions contemplated hereby or thereby, or (b) could reasonably
be expected to have a Material Adverse Effect.


5.6.  Ownership
of Property; Liens.  The Borrower and
each of its Subsidiaries has title in fee simple to, or a valid leasehold
interest in, all its real property, and good title to, or a valid leasehold
interest in, all its other Property, and none of such Property is subject to
any Lien except as permitted by Section 7.3, except to the extent such
defects in title could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.


5.7.  Intellectual
Property.  The Borrower and each of
its Subsidiaries owns, or is licensed to use, all Intellectual Property
material to the conduct of its business as currently conducted.  No material claim has been asserted and is
pending by any Person challenging or questioning the use of any Intellectual
Property or the validity or effectiveness of any Intellectual Property, nor
does the Borrower know of any valid basis for any such claim, other than claims
that could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.  The use of Intellectual
Property by the Borrower and its Subsidiaries does not infringe on the rights
of any Person in any material respect, except for infringements that could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect.


5.8.  Taxes.  The Borrower and each of its Subsidiaries has
filed or caused to be filed all material Federal, state and other tax returns
that are required to be filed (taking into account any applicable extensions)
and has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its Property and all other material
taxes, fees or other charges imposed on it or any of its Property by any
Governmental Authority and, to the knowledge of the Borrower, no tax Lien has
been filed, and no claim is being asserted, with respect to any such tax, fee
or other charge, except (i) those in respect of which the amount or validity
are currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with SAP or GAAP, as applicable, have
been provided on the books of the Borrower or its Subsidiaries, as the case may
be, and (ii) any amount the failure of which to pay could not reasonably be
expected to result in a Material Adverse Effect.


5.9.  Federal
Regulations.  No part of the proceeds
of any Loans will be used for “purchasing” or “carrying” any “margin stock”
within the respective meanings of each of the quoted terms under Regulation U
as now and from time to time hereafter in effect or for any purpose that
violates the provisions of the Regulations of the Board.  If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.


5.10.  ERISA.  Except as could not reasonably be expected to
result in a Material Adverse Effect, neither a Reportable Event nor an “accumulated
funding deficiency” (within the meaning of Section 412 of the Code or
Section 302 of ERISA) has occurred during the five-year period prior to
the date on which this representation is made or deemed made with respect to
any Plan, and each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code. 
No termination of a Single Employer Plan has occurred, and no Lien in



 52
 









favor of the PBGC or a Plan has arisen, during such five-year
period.  The present value of all accrued
benefits under each Single Employer Plan (based on those assumptions used to
fund such Plans) did not, as of the last annual valuation date prior to the
date on which this representation is made or deemed made, exceed the value of
the assets of such Plan allocable to such accrued benefits by an amount which
could reasonably be expected to result in a Material Adverse Effect.  Neither the Borrower nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.  Except as
could not reasonably be expected to result in a Material Adverse Effect, no
such Multiemployer Plan is in Reorganization or Insolvent.


5.11.  Investment
Company Act; Other Regulations.  The
Borrower is not an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.  The
Borrower is not subject to regulation under any Requirement of Law (other than
Regulation X of the Board) which limits its ability to incur Indebtedness
hereunder.


5.12.  Use of
Proceeds.  The proceeds of the Loans
and the Letters of Credit shall be used for working capital and general
corporate purposes of the Borrower and its Subsidiaries, including, without
limitation, (a) acquisitions, (b) the issuance of Letters of Credit, (c)
refinancings of outstanding indebtedness, if any, of the Borrower and its
Subsidiaries (including under the Existing Credit Agreement and the Existing
Letters of Credit), and (d) for payment of fees and expenses incurred in
connection with this Agreement.


5.13.  Accuracy
of Information, etc.  No statement or
information contained in any document, certificate or statement furnished to
the Administrative Agent or the Lenders or any of them, by or on behalf of the
Borrower for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, taken as a whole contained, as of the
date such statement, information, document or certificate was so furnished, any
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statement,
information, document or certificate was made or furnished.  The projections and pro forma financial
information contained in the materials referenced above were prepared in good
faith based on assumptions believed by management of the Borrower to be
reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as
fact and that actual results during the period or periods covered by such
financial information may differ from the projected results set forth therein
by a material amount.


5.14.  Insurance
Regulatory Matters.  No License of
any Insurance Subsidiary, the loss of which could reasonably be expected to
have a Material Adverse Effect, is the subject of a proceeding for suspension
or revocation.  To the knowledge of the
Borrower, there is no sustainable basis for such suspension or revocation, and
no such suspension or revocation has been threatened by any Governmental
Authority.


5.15.  Indebtedness
and Liens.  As of the Closing Date,
(i) no Subsidiary of the Borrower had outstanding any Indebtedness that was
created, incurred or assumed after March 31, 2007,  except Indebtedness that would have been permitted by Section
7.2 (without giving



 53
 









effect to the Indebtedness permitted by Section 7.2(a)(i)) if
created, incurred or assumed by such Subsidiary on the Closing Date and (ii)
there does not exist (a) any Lien that was created, incurred or assumed after
March 31, 2007, upon any stock or Indebtedness of any Subsidiary to secure any
Debt of the Borrower or any of its Subsidiaries or any other Person (other than
the obligations hereunder) or (b) any Lien that was created, incurred or
assumed after March 31, 2007, upon any other Property, to secure any Debt of
the Borrower or any of its Subsidiaries or any other Person (other than the
obligations hereunder), except, in the case of (a) or (b), Liens that would
have been permitted by Section 7.3 hereof (without giving effect to the
Liens that would have been permitted by Section 7.3(i)(x)) if so
created, incurred or assumed on the Closing Date.


5.16.  Taxpayer Identification Number.  As of the date hereof, the Borrower’s true
and correct U.S. taxpayer identification number is set forth on Schedule
10.02.


6.             AFFIRMATIVE COVENANTS


The
Borrower hereby agrees that, from and after the Closing Date and so long as,
the Commitments remain in effect, any Letter of Credit remains outstanding, there
exists any unpaid Reimbursement Obligations or any principal or interest on any
Loan or any fee payable hereunder is owing to any Lender or the Administrative
Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries
to:


6.1.  Financial
Statements.  Furnish to the
Administrative Agent (either electronically or with sufficient copies for
distribution by the Administrative Agent to each Lender):


(a)           (i) not later than the date required to be filed pursuant to the Act of
1934 (after giving effect to any extension permitted or granted by the SEC),
but in any event not later than 95 days after the end of each fiscal year of the Borrower ending subsequent to the
Closing Date, a copy of
the audited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of such fiscal year, and the related audited
consolidated statements of income and of cash flows for such fiscal year,
setting forth in each case in comparative form the figures as of the end of and
for the previous fiscal year, accompanied by an opinion by
PricewaterhouseCoopers LLP, or other independent certified public accounting
firm of nationally recognized standing, which report shall be prepared in
accordance with generally accepted auditing standards and applicable securities
laws and shall not be subject to a “going concern” or like qualification or
exception, or qualification as to the scope of the audit (for purposes hereof,
delivery of the Borrower’s annual report on Form 10-K (which shall be deemed delivered
on the date when such document is posted on the SEC’s website at www.sec.gov or
any replacement website) will be sufficient in lieu of delivery of such
financial statements); and (ii) not
later than the date required to be filed pursuant to the Act of 1934 (after
giving effect to any extension permitted or granted by the SEC), but in any
event not later than 60 days after the
end of each of the first three fiscal quarters of each fiscal year of the
Borrower ending subsequent to the Closing Date, a copy of the unaudited consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter
and the related unaudited consolidated statements of income and of cash flows
for such fiscal quarter and the portion of the fiscal year through the end of
such fiscal quarter, setting forth in each case in



 54
 









comparative form the figures as of the end of and for the corresponding
period in the previous year, certified by a Responsible Officer on behalf of
the Borrower as being fairly stated in all material respects in accordance with
GAAP (subject to normal year-end audit adjustments and the absence of
footnotes) (for purposes hereof, delivery of the Borrower’s Quarterly Report on
Form 10-Q (which shall be deemed delivered on the date when such document is
posted on the SEC’s website at www.sec.gov or any replacement website) will be
sufficient in lieu of delivery of such financial statements and
certifications); all such financial statements, together with notes to such
financial statements, to fairly present in all material respects the financial
condition and income and cash flows of the subject thereof as at the dates and
for the periods covered thereby in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except (x) as
approved by such accountants or officer, as the case may be, and disclosed
therein or (y) in the case of unaudited financial statements, subject to normal
year-end adjustments and the absence of footnotes);


(b)           (i)
not later than the date required to be filed pursuant to the Act of 1934 (after
giving effect to any extension permitted or granted by the SEC), but in any event not later than 95 days after the end of each fiscal year of OneBeacon
Limited ending subsequent to the Closing Date (so long as OneBeacon
Limited is required to be consolidated on the balance sheet of the Borrower in
accordance with GAAP), a copy of the audited consolidated balance sheet of
OneBeacon Limited and its consolidated Subsidiaries as at the end of such
fiscal year of OneBeacon Limited ending subsequent to the Closing Date, and the
related audited consolidated statements of income and of cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, accompanied by an opinion by PricewaterhouseCoopers LLP,
or other independent certified public accounting firm of nationally recognized
standing, which report shall be prepared in accordance with generally accepted
auditing standards and applicable securities laws and shall not be subject to a
“going concern” or like qualification or exception, or qualification as to the
scope of the audit (for purposes hereof, delivery of OneBeacon Limited’s annual
report on Form 10-K (which shall be deemed delivered on the date when such
document is posted on the SEC’s website at www.sec.gov or any replacement
website) will be sufficient in lieu of delivery of such financial statements);
and (ii) not later than the date
required to be filed pursuant to the Act of 1934 (after giving effect to any
extension permitted or granted by the SEC), but in any event not later than 60
days after the end of each of the first
three fiscal quarters of each fiscal year of OneBeacon Limited ending
subsequent to the Closing Date (so long as OneBeacon Limited is required
to be consolidated on the balance sheet of the Borrower in accordance with
GAAP), a copy of the unaudited
consolidated balance sheet of OneBeacon Limited and its consolidated
Subsidiaries as at the end of such fiscal quarter and the related unaudited
consolidated statements of income and of cash flows for such fiscal quarter and
the portion of the fiscal year through the end of such fiscal quarter, setting
forth in each case in comparative form the figures as of the end of and for the
corresponding period in the previous fiscal year, certified by a Responsible
Officer on behalf of OneBeacon Limited as being fairly stated in all material
respects in accordance with GAAP (subject to normal year-end audit
adjustments and the absence of footnotes) (for purposes hereof, delivery of
OneBeacon Limited’s Quarterly Report on Form 10-Q (which shall be deemed
delivered on the date when such document is posted on the SEC’s website at
www.sec.gov or any replacement website) will be sufficient in lieu of delivery
of such financial statements and certifications); all such financial
statements, together with notes to such financial statements, to fairly present
in all material respects the financial condition and income and cash flows of
the



 55
 









subject thereof as at the dates and for the periods covered thereby in
accordance with GAAP applied consistently throughout the periods reflected
therein and with prior periods (except (x) as approved by such accountants or
officer, as the case may be, and disclosed therein or (y) in the case of
unaudited financial statements, subject to normal year-end adjustments and the
absence of footnotes);


(c)           not
later than the date required by Law to be prepared (or such later date as may
be allowed by the applicable Governmental Authority), but in any event not later than 95 days after the end of each fiscal year of (i) OneBeacon Insurance Group,
copies of the unaudited combined Annual Statement of OneBeacon Insurance Group,
certified by a Responsible Officer on behalf of OneBeacon Limited; provided,
that any such combined Annual Statement shall only be required to be so
furnished on any date if OneBeacon Limited is required to be consolidated on
the balance sheet of the Borrower in accordance with GAAP on such date, and
(ii) a Material Insurance Subsidiary (as of the date of delivery pursuant
hereto), copies of the unaudited Annual Statement of such Material Insurance
Subsidiary, certified by a Responsible Officer on behalf of such Material
Insurance Subsidiary; all such statements to be prepared in accordance with SAP
consistently applied throughout the periods reflected therein and, if required
by the applicable Governmental Authority, audited and certified by independent
certified public accounting firm of recognized national standing (it being
understood that delivery of audited statements shall be made within 10 days
following the delivery of such statements to the applicable Governmental
Authority); provided, however, that in the case of Sirius, such
Annual Statement shall be due not later than 150 days after the end of each
fiscal year;


(d)           not
later than the date required by Law to be prepared (or such later date as may
be allowed by the applicable Governmental Authority), but in any event not later than 70 days after the end of each
interim financial period of each Material Insurance Subsidiary in respect of
which an Interim Statement is required to be prepared (as of the date delivery
of such Interim Statement is required), copies of the Interim Statement of such
Material Insurance Subsidiary for such interim financial period, all such
statements to be prepared in accordance with SAP consistently applied
throughout the period reflected herein; provided, that, in the
case of Sirius, such Interim Statement shall be due not later than 90 days
after the end of such interim period;


(e)           within
15 days after being delivered to any Material Insurance Subsidiary subsequent
to the Closing Date, any final Report on Examination issued by the applicable
Department or the NAIC that results in material adjustments to the financial
statements referred to in paragraphs (c) or (d) above;


(f)            to
the extent such a statement is required by Law to be prepared, within 10 days
following the delivery to the applicable Department, a copy of each “Statement
of Actuarial Opinion” and “Management Discussion and Analysis” for a Material
Insurance Subsidiary which is provided to the applicable Department as to the
adequacy of loss reserves of such Material Insurance Subsidiary, such opinion
to be in the format prescribed by the insurance code of the state of domicile
of such Material Insurance Subsidiary; and


(g)           promptly
after the Borrower’s receipt thereof, subject to any restrictions imposed by
such independent accountants, copies of any management letters submitted to the



 56
 









board of directors (or the audit committee of the board of directors)
of the Borrower by independent accountants in connection with the annual audit
of the Borrower or any of its Subsidiaries.


6.2.  Certificates;
Other Information.  Furnish to the
Administrative Agent (either electronically or with sufficient copies for
distribution by the Administrative Agent to each Lender) or, in the case of clause
(d), to the relevant Lender:


(a)           within 5 Business Days after the delivery of
the audited financial statements referred to in Section 6.1(a)(i), a
certificate of the independent certified public accounting firm reporting on
such financial statements stating that in making the examination necessary therefor
no knowledge was obtained of any Default or Event of Default (it being
understood that (i) such certificate shall only be required if delivery by such
independent certified public accounting firm of such a certificate is not
prohibited by its policies and (ii) any such certificate may be limited in
scope and qualified in accordance with customary practices of the accounting
profession), except as specified in such certificate;


(b)           within 5 Business Days after the deadline for the
delivery of any financial statements pursuant to Section 6.1(a),
(i) a certificate of a Responsible Officer of the Borrower stating that such
Responsible Officer has obtained no knowledge of any continuing Default or
Event of Default except as specified in such certificate and (ii) a Compliance
Certificate containing all information and calculations necessary for
determining compliance by the Borrower with Section 7.1 and OneBeacon
Limited with Section 7.2(b), if applicable, as of the last day of the
fiscal quarter or fiscal year of the Borrower;


(c)           within
10 days after the same are filed with the SEC (unless posted on the SEC’s
website at www.sec.gov or any replacement website), all reports and filings on
Forms 10-K, 10-Q and 8-K that the Borrower may make to, or file with, the SEC,
including any request of an extension of time for the filing of any such
reports; and


(d)           promptly,
such additional financial and other information as the Administrative Agent or
any Lender may from time to time reasonably request.


(e)           The
Borrower hereby acknowledges that (a) unless otherwise directed by the
Borrower, the Administrative Agent and/or the Arrangers will make available to
the Lenders and the Issuing Bank materials and/or information provided by or on
behalf of the Borrower hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”), subject to confidentiality undertakings
reasonably acceptable to the Borrower and the Arrangers, and (b) certain of the
Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with
respect to the Borrower or its securities) (each, a “Public Lender”).  The Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have
authorized the Administrative Agent, the Arrangers, the Issuing Bank and the
Lenders to treat such Borrower Materials as either publicly available
information or not material information (although it may be sensitive



 57
 









and proprietary) with respect to the Borrower or its securities for
purposes of United States Federal and state securities laws; (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion
of the Platform designated “Public Investor;” and (z) the Administrative Agent
and the Arrangers shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated “Public Investor.” 
Notwithstanding any of the foregoing, if the Borrower also delivers any
materials and/or information pursuant to this Section 6.2(e) in paper
format to the Administrative Agent, such paper materials shall be deemed to be
Borrower Materials for all purposes. 
Nothing in this Section 6.2(e) shall limit the obligations of the
Administrative Agent and the Lenders under Section 10.16.


6.3.  Payment
of Obligations.  Pay, discharge or
otherwise satisfy at or before maturity or before they become delinquent, as
the case may be, all its material obligations of whatever nature (other than
Indebtedness), except where the amount or validity thereof is currently being
contested in good faith by appropriate proceedings and reserves in conformity
with GAAP with respect thereto have been provided on the books of the Borrower
or its Subsidiaries, as the case may be; provided, that the Borrower
may, in the ordinary course of business, extend payments on those payables if
beneficial to the operation of their businesses.


6.4.  Conduct
of Business and Maintenance of Existence, etc.  (a) Except as otherwise would not be a
Fundamental Change (i) with respect to each Subsidiary of the Borrower,
preserve, renew and keep in full force and effect its corporate existence and
(ii) with respect to the Borrower and each of its Subsidiaries, take all
reasonable action to maintain all licenses, permits, rights, privileges and
franchises necessary or desirable in the normal conduct of its business,
except, in the case of clause (i) above and clause (ii) above, to
the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (b) comply with all Contractual Obligations (other
than in respect of Indebtedness) and Requirements of Law, except to the extent
that failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.


6.5.  Maintenance
of Property; Insurance.  (a)  Keep all Property and systems useful and
necessary in its business in good working order and condition, ordinary wear
and tear excepted and (b) maintain with financially sound and reputable
insurance companies (other than with the Borrower or its Subsidiaries)
insurance on all its Property in at least such amounts and against at least
such risks (but including in any event public liability, product liability and
business interruption) as are usually insured against in the same general area
by companies engaged in the same or a similar business (it being understood
that, to the extent consistent with prudent business practices of Persons
carrying on a similar business in a similar location, a program of
self-insurance for first and other loss layers may be utilized).


6.6.  Inspection
of Property; Books and Records; Discussions.  (a) 
Keep proper books of records and account in which full, true and correct
entries in conformity with GAAP (or SAP as applicable) and all Requirements of
Law shall be made of all material dealings and transactions in relation to its
business and activities and (b) upon reasonable prior notice, permit
representatives of the Administrative Agent (who may be accompanied by
representatives of other Lenders) and, during the continuance of an Event of
Default, any Lender to (x) visit and inspect any of its properties, (y) during
the continuance of an Event of Default, conduct



 58
 









reasonable examinations of (and, with the consent of the Borrower, such
consent not to be unreasonably withheld, make abstracts from) any of its books
and records at any reasonable time and as often as may reasonably be requested and
(z) discuss the business, operations, properties and financial and other
condition of the Borrower with officers and employees of the Borrower.  It is understood that (i) any information
obtained by the Administrative Agent or any Lender in any visit or inspection
pursuant to this Section 6.6 shall be subject to the confidentiality
requirements of Section 10.16, (ii) the Borrower may impose, with
respect to any Lender or any Affiliate of any Lender reasonably deemed by the
Borrower to be engaged significantly in a business which is directly
competitive with any material business of the Borrower and its Subsidiaries,
reasonable restrictions on access to proprietary information of the Borrower
and its Subsidiaries and (iii) the Lenders will coordinate their visits through
the Administrative Agent with a view to preventing the visits provided for by
this Section 6.6 from becoming unreasonably burdensome to the Borrower
and its Subsidiaries.


6.7.  Notices.  Give notice to the Administrative Agent (it
being agreed that the Administrative Agent shall, upon receipt of such notice,
notify each Lender thereof) of the following within the time periods specified:


(a)           Promptly
after any Responsible Officer of the Borrower obtains knowledge thereof, the
occurrence of any Default or Event of Default;


(b)           Within
five days after any Responsible Officer of the Borrower obtains knowledge
thereof, the occurrence of:


(i)            any default or event
of default under any Contractual Obligation (other than in respect of
Indebtedness) of the Borrower or any of its Subsidiaries or any litigation,
investigation or proceeding which may exist at any time between the Borrower or
any of its Subsidiaries and any Governmental Authority, that in either case, if
not cured or if adversely determined, as the case may be, could reasonably be
expected to have a Material Adverse Effect; and


(ii)           (A) any litigation or
proceeding affecting the Borrower or any of its Subsidiaries (other than
claims-related litigation involving an Insurance Subsidiary) in which (x) the
amount involved (and not covered by insurance) is $50,000,000 or more or (y) in
which injunctive or similar relief is sought that could reasonably be expected
to have a Material Adverse Effect and (B) any claims-related litigation
affecting any Insurance Subsidiary which could reasonably be expected to have a
Material Adverse Effect; and


(c)           As
soon as possible and, in any event, within 30 days after a Responsible Officer
of the Borrower obtains knowledge thereof: 
(A) the occurrence of any Reportable Event with respect to any Plan, a
failure to make any required contribution to a Plan, the creation of any Lien
in favor of the PBGC or a Plan or any withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan or (B) the institution
of proceedings or the taking of any other action by the PBGC or the Borrower or
any Commonly Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from, or the termination, Reorganization or Insolvency of, any Plan.



 59
 









Each notice
pursuant to this Section 6.7 shall be accompanied by a statement of a
Responsible Officer on behalf of the Borrower setting forth details of the
occurrence or such default referred to therein and stating what action the
Borrower or the relevant Subsidiary proposes to take with respect thereto.


6.8.  Taxes.  Pay, discharge, or otherwise satisfy before
the same shall become overdue, all taxes, assessments and other governmental
charges imposed upon it and its real estate, sales and activities, or any part
thereof, or upon the income or profits therefrom, other than where failure to
pay such taxes could not reasonably be expected to result in a Material Adverse
Effect; provided that any such tax, assessment, charge, levy or claim
need not be paid if the validity or amount thereof shall currently be contested
in good faith by appropriate proceedings and reserves in conformity with SAP or
GAAP, as applicable, have been provided on the books of the Borrower and its
Subsidiaries, as the case may be.


6.9.  Use of
Proceeds.  Use the proceeds of the
Loans and the Letters of Credit solely for the purposes set forth in Section
5.12.


6.10.  Further
Assurances.  The Borrower will, and
will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative
Agent and execute such further instruments and documents as the Lenders or the
Administrative Agent shall reasonably request to give effect to the
transactions contemplated by this Agreement and the other Loan Documents.


7.             NEGATIVE COVENANTS


The
Borrower hereby agrees that, from and after the Closing Date and so long as the
Commitments remain in effect, any Letter of Credit remains outstanding, there
exist any unpaid Reimbursement Obligations or any principal or interest on any
Loan or any fee payable hereunder is owing to any Lender or the Administrative
Agent hereunder:


7.1.  Financial
Condition Covenants.


(a)           Maintenance
of Consolidated Net Worth.  The
Borrower shall not permit its Consolidated Net Worth, as of the end of any
fiscal quarter, commencing with the first fiscal quarter ending after the
Closing Date, to be less than the sum of (i) sixty-five percent (65%) of
Consolidated Net Worth of the Borrower as at the fiscal quarter ended March 31,
2007 (provided that if OneBeacon Limited is not consolidated on a balance sheet
of the Borrower in accordance with GAAP as of the end of any such fiscal
quarter after the fiscal quarter ended March 31, 2007, the amount in this clause
(i) shall be adjusted to remove sixty-five percent (65%) of the OneBeacon
Limited minority interests at March 31, 2007), plus (ii) fifty percent (50%) of
positive Consolidated Net Income for each fiscal quarter ending after March 31,
2007.


(b)           Maintenance
of Total Consolidated Debt to Total Consolidated Capitalization Ratio. The
Borrower shall not permit its Total Consolidated Debt to Total Consolidated
Capitalization Ratio, as of the end of any fiscal quarter, commencing with the
first fiscal quarter ending after the Closing Date, to exceed thirty-five
percent (35%).  Notwithstanding the
foregoing, in the event there shall be a breach of this financial covenant, at
any time that the (i) Fund American Notes are guaranteed by the Borrower, (ii)
the Borrower no



 60















longer
consolidates OneBeacon Limited in its consolidated financial statements in
accordance with GAAP, and (iii) such breach would not have occurred if the Fund
American Notes were no longer guaranteed by the Borrower, then such breach
shall not result in the occurrence of an Event of Default under Section
8.1(c) until a period of up to 180 days (“Cure Period”) has passed
since the occurrence of such breach; provided that, during such Cure
Period, (x) the Total Consolidated Debt to Total Consolidated Capitalization
Ratio shall not exceed thirty-five percent (35%) on a pro forma basis excluding
the Indebtedness attributable to the guarantee of the Fund American Notes and
(y) Fund American maintains investment grade senior unsecured credit ratings on
the Fund American Notes from at least two of the following: Moody’s, S&P
and Fitch.


7.2.  Limitation on Indebtedness.  (a) The Borrower will not permit any of its
Subsidiaries (other than OneBeacon Limited and its Subsidiaries) to create,
incur or assume or suffer to exist any Indebtedness, except:


(i)            Indebtedness
outstanding as of the Closing Date and any refinancings, refundings, renewals
or extensions thereof (without any increase in the principal amount thereof,
other than by the amount of any necessary pre-payment premiums, unpaid accrued
interest and other costs of refinancing, or any shortening of the final
maturity of any principal amount thereof to a date prior to the Revolving
Credit Termination Date);


(ii)           Indebtedness of any
Insurance Subsidiary incurred or issued in the ordinary course of its business
or in securing insurance-related obligations (that do not constitute
Indebtedness) of such Insurance Subsidiary and letters of credit, bank
guarantees, surety bonds or similar instruments issued for the account of any
Insurance Subsidiary in the ordinary course of its business or in securing
insurance-related obligations (that do not constitute Indebtedness) of such
Insurance Subsidiary;


(iii)          Indebtedness in respect
of letters of credit, bank guarantees, surety and appeal bonds, or performance
bonds or other obligations of a like nature arising in the ordinary course of
business and not for capital raising purposes and issued for the account of any
Non-Regulated Operating Subsidiary;


(iv)          short-term Indebtedness
(i.e. with a maturity of less than one year when issued, provided that such
Indebtedness may include an option to extend for up to an additional one year
period) of any Insurance Subsidiary incurred to provide short-term liquidity to
facilitate claims payment in the event of catastrophe;


(v)           Indebtedness of a
Subsidiary acquired after the Closing Date or a corporation merged into or
consolidated with a Subsidiary after the Closing Date and Indebtedness assumed
in connection with the acquisition of assets, which Indebtedness, in each case,
exists at the time of such acquisition, merger or consolidation and is not
created in contemplation of such event, as well as any refinancings, refunds,
renewals or extensions of such Indebtedness (without increase in the principal
amount thereof other than by the amount of any



 61
 









necessary pre-payment premiums, unpaid accrued
interest and other costs of refinancing);


(vi)          Indebtedness owing or
issued by a Subsidiary to any other Subsidiary or to the Borrower;


(vii)         Guarantee Obligations
made by the Guarantors in respect of the obligations of the Borrower or by a
Subsidiary in respect of obligations of another Subsidiary;


(viii)        Indebtedness under the
Loan Documents;


(ix)           Indebtedness of any
Guarantor;


(x)            Indebtedness represented
by Qualified Securities, Trust Preferred Securities or Mandatory Convertible
Securities (except to the extent such Indebtedness is included in the
calculation of Total Consolidated Debt); and


(xi)           other Indebtedness of
such Subsidiaries, provided that at the time such Indebtedness is
incurred or issued, the aggregate principal amount of such Indebtedness when
added to all other Indebtedness incurred or issued pursuant to this clause
(xi) and then outstanding, does not exceed 15% of the Consolidated Net
Worth of the Borrower; and


(b)           At any time when
OneBeacon Limited is required to be consolidated on the balance sheet of the
Borrower in accordance with GAAP, the Borrower will not permit the OneBeacon
Limited Debt to Capitalization Ratio (i) as of the end of any fiscal quarter
ending after November 14, 2006 and prior to November 14, 2008 to be greater
than thirty-seven and one half of one percent (37.5%) and (ii) as of the end of
any fiscal quarter ending on or after November 14, 2008 to be greater than
thirty-five percent (35%).


7.3.  Limitation on Liens.  The Borrower will not, and will not permit
any of its Subsidiaries to, create, incur, assume or suffer to exist (a) any
Lien upon any stock or indebtedness of any Subsidiary, whether owned on the date
of this Agreement or hereafter acquired, to secure any Debt of the Borrower or
any of its Subsidiaries or any other Person (other than the obligations
hereunder) or (b) any Lien upon any other Property of the Borrower or its
Subsidiaries, whether owned or leased on the date of this Agreement, or
thereafter acquired, to secure any Debt of the Borrower or any of its
Subsidiaries or any other Person (other than the obligations hereunder),
except:


(i)            (x) any Lien existing
on the date of this Agreement or (y) any Lien upon stock or Indebtedness or
other Property of any Person existing at the time such Person becomes a
Subsidiary or existing upon stock or Indebtedness of a Subsidiary or any other
Property at the time of acquisition of such stock or Indebtedness or other
Property (provided that such Lien was not created in connection with the
acquisition of such Person or such Property), and any extension, renewal or
replacement (or successive extensions, renewals or replacements) in whole or in
part of any such Lien in clauses (x) or (y) above;



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provided, however, that the
principal amount of Debt secured by such Lien shall not exceed the principal
amount of Debt so secured at the time of such extension, renewal or
replacement; and provided,  further, that such Lien shall be
limited to all or such part of the stock or Indebtedness or other Property
which secured the Lien so extended, renewed or replaced;


(ii)           any Permitted Liens;
and


(iii)          any Lien upon any
Property if the aggregate amount of all Debt then outstanding secured by such
Lien and all other Liens permitted pursuant to this clause (iii) does
not exceed 10% of the total consolidated stockholders’ equity (including
preferred equity) of the Borrower as shown on the audited consolidated balance
sheet contained in the latest annual report to stockholders of the Borrower; provided
that Debt secured by Liens permitted by clauses (i) and (ii)
shall not be included in the amount of such secured Debt.


7.4.  Limitation on Changes in Fiscal Periods.  The Borrower shall not permit its fiscal year
to end on a day other than December 31 or change its method of determining
fiscal quarters.


7.5.  Limitation on Lines of Business.  The Borrower shall not engage to any extent
that is material for the Borrower and its Subsidiaries, taken as a whole, in
any business, either directly or through any Subsidiary, other than a Principal
Business.


7.6.  Guarantors.  The Borrower shall not permit any Guarantor
or any Subsidiary of any Guarantor to merge, consolidate, liquidate, wind-up or
dissolve itself, or make a transfer of material assets, other than any such
transaction or transactions pursuant to which (a) the surviving Person of any
such merger or consolidation is, or any assets transferred in connection with
such liquidation, winding-up, dissolution or transfer are transferred to, a
Guarantor (including a Subsidiary of the Borrower that becomes a Guarantor in
connection with such transaction) or a Subsidiary of a Guarantor (including a
person that will become a Subsidiary of a Guarantor in connection with such
transaction) or (b) after giving effect to any such merger, consolidation,
liquidation, winding-up, dissolution or transfer, the aggregate Consolidated
Net Worth of all Guarantors (including any Person that becomes a Guarantor or
Subsidiary of a Guarantor in connection with such transaction but excluding for
purposes of calculating the aggregate Consolidated Net Worth of all Guarantors
any outstanding Indebtedness of the Borrower to a Guarantor (to the extent
reflected as an asset of such Guarantor in the calculation of such Consolidated
Net Worth) is not less than the amount then required by Section 7.1(a),
on a pro forma basis as of the end of the most recently completed fiscal
quarter for which financial statements have been delivered to the
Administrative Agent pursuant to Section 6.1(a).


8.             EVENTS OF DEFAULT


8.1.  Events
of Default.  If any of the following
events shall occur and be continuing:


(a)           The Borrower shall fail
to pay any principal of any Loan made to the Borrower or Reimbursement
Obligation owing by the Borrower when due in accordance with the



 63
 









terms hereof; or
the Borrower shall fail to pay any interest on any Loan made to the Borrower or
Reimbursement Obligation owing to the Borrower, or any other amount payable by
the Borrower hereunder or under any other Loan Document, within three Business
Days after any such interest or other amount becomes due in accordance with the
terms hereof; or


(b)           The Borrower shall
default in the observance or performance of any agreement contained in Section
6.7(a) or Section 7; or


(c)           (i) The Borrower, any
Guarantor, White Mountains Re or any of the Borrower’s Material Insurance
Subsidiaries shall voluntarily commence any case, proceeding or other action
(A) under any Debtor Relief Law, (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or
any substantial part of its assets, or the Borrower, any Guarantor, White
Mountains Re or any of the Borrower’s Material Insurance Subsidiaries shall
make a general assignment for the benefit of its creditors; or (ii) there shall
be commenced against the Borrower, any Guarantor, White Mountains Re or any of
the Borrower’s Material Insurance Subsidiaries any case, proceeding or other action
under any Debtor Relief Law that (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) the Borrower, any
Guarantor, White Mountains Re or any of the Borrower’s Material Insurance
Subsidiaries shall take any corporate action to authorize or effect any of the
acts set forth in clause (i), or (ii), above; or (iv) the
Borrower, any Guarantor, White Mountains Re or any of the Borrower’s Material
Insurance Subsidiaries shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due; or


(d)           A Change of Control; or


(e)           A Fundamental Change;
or


(f)            Any representation or
warranty made or deemed made by the Borrower herein or in any other Loan
Document or that is contained in any certificate, document or financial or
other statement furnished by it at any time under or in connection with this
Agreement or any such other Loan Document shall prove to have been inaccurate
in any material respect on or as of the date made or deemed made or furnished;
or


(g)           The Borrower shall
default in the observance or performance of any other agreement, covenant, term
or condition contained in this Agreement or any other Loan Document (not
specified in Sections 8.1(a), 8.1(b) or 8.1(f)); or


(h)           The Borrower or any of
its Subsidiaries shall (i) default in making any payment of any principal of
any Indebtedness (including, without limitation, any Guarantee Obligation, but
excluding the Loans and Reimbursement Obligations) on the scheduled or original
due date with respect thereto (after giving effect to any applicable grace
periods); or (ii) default in making any payment of any interest on any such
Indebtedness beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created; or (iii) default in the
observance or performance of any other agreement or condition relating to any
such Indebtedness or contained in any instrument or agreement evidencing,
securing or relating thereto, the effect of which default is to cause, or to
permit the holder or



 64
 









beneficiary of
such Indebtedness (or a trustee or agent on behalf of such holder or
beneficiary) to cause, with the giving of notice if required, such Indebtedness
to become due prior to its stated maturity or to become subject to a mandatory
offer to purchase by the obligor thereunder as a result of the occurrence of
such default thereunder or (in the case of any such Indebtedness constituting a
Guarantee Obligation) to become payable; provided, that a default
described in clause (i), (ii) or (iii) of this paragraph
(h) shall not at any time constitute an Event of Default unless, at such
time, one or more defaults of the type described in clauses (i), (ii)
and (iii) of this paragraph (h) shall have occurred and be
continuing with respect to Indebtedness the outstanding principal amount of
which exceeds in the aggregate $50,000,000; or


(i)            (i) Any Person
shall engage in any “prohibited transaction” (as defined in Section 406 of
ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated
funding deficiency” (as defined in Section 302 of ERISA), whether or not
waived, shall exist with respect to any Plan or any Lien in favor of the PBGC
or a Plan shall arise on the assets of the Borrower or any Commonly Controlled
Entity, (iii) a Reportable Event shall occur with respect to, or proceedings
shall commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is, in the reasonable
opinion of the Majority Lenders, likely to result in the termination of such
Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
terminate for purposes of Title IV of ERISA or, (v) the Borrower or any
Commonly Controlled Entity shall, or in the reasonable opinion of the Majority
Lenders is likely to, incur any liability in connection with a withdrawal from,
or the Insolvency or Reorganization of, a Multiemployer Plan and in each case
in clauses (i) through (v) above, such event or condition,
together with all other such events or conditions for which liability to the
Borrower is reasonably expected to occur, if any, could, in the reasonable
judgment of the Majority Lenders, reasonably be expected to have a Material
Adverse Effect; or


(j)            One or more judgments
or decrees shall be entered against the Borrower or any of its Subsidiaries
involving for the Borrower and its Subsidiaries taken as a whole a liability
(to the extent not paid or fully covered by insurance above applicable
deductions) of $50,000,000 or more, and all such judgments or decrees shall not
have been vacated, discharged, stayed or bonded pending appeal within 45 days
from the entry thereof; or


(k)           The Guaranty shall
cease, for any reason (other than as provided in Section 10.17) to be in
full force and effect or any Guarantor or any Affiliate of a Guarantor shall so
assert in writing; or


(l)            Any License of any
Insurance Subsidiary (i) shall be revoked by the Governmental Authority
which issued such License, or any action (administrative or judicial) to revoke
such License shall have been commenced against such Insurance Subsidiary and
shall not have been dismissed within thirty days after the commencement
thereof, (ii) shall be suspended by such Governmental Authority for a
period in excess of thirty days or (iii) shall not be reissued or renewed
by such Governmental Authority upon the expiration thereof following
application for such reissuance or renewal of such Insurance Subsidiary, which,
in the case of each of clauses (i), (ii) and (iii) above,
could reasonably be expected to have a Material Adverse Effect.



 65
 









Notwithstanding the foregoing, in the case of each of
paragraphs (f) through (l) of this Section 8.1, such event shall not
constitute an Event of Default unless such event continues unremedied for a
period of 30 days after the Borrower shall have received written notice of such
event from the Administrative Agent.


8.2.  Remedies
Upon Event of Default.  If any Event
of Default specified in Section 8.1 occurs and is continuing, then, and
in any such event, (a) if such event is an Event of Default specified in clause
(i) or (ii) of Section 8.1(c) above with respect to the
Borrower, automatically the commitment of each Lender to make Loans and any
obligation of the Issuing Lender to make L/C Credit Extensions shall
immediately terminate and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement and the other Loan Documents
(including, without limitation, all amounts of L/C Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and
payable, and (b) if such event is any other Event of Default specified in Section
8.1, either or both of the following actions may be taken:  (i) with the consent of the Majority Lenders,
the Administrative Agent may, or upon the request of the Majority Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Revolving
Credit Commitments and the obligation of the Issuing Lender to issue Letters of
Credit to be terminated forthwith, whereupon the Revolving Credit Commitments
and the L/C Commitment shall immediately terminate; and (ii) with the consent
of the Majority Lenders, the Administrative Agent may, or upon the request of
the Majority Lenders, the Administrative Agent shall, by notice to the
Borrower, declare the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement and the other Loan Documents
(including, without limitation, all amounts of L/C Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) to be due and payable forthwith,
whereupon the same shall immediately become due and payable.  In the case of any Letter of Credit issued
for the account of the Borrower with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to this
paragraph, the Borrower shall at such time Cash Collateralize such L/C
Obligations in an amount equal to the aggregate then undrawn and unexpired
amount of such Letters of Credit.  Such
cash collateral shall be applied by the Administrative Agent to the payment of
drafts drawn under such Letters of Credit, and the unused portion thereof after
all such Letters of Credit shall have expired or been fully drawn upon, if any,
shall be applied to repay other obligations of the Borrower hereunder and under
the other Loan Documents.  After (a) all
such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations
of the Borrower hereunder and under the other Loan Documents shall have been
paid in full or (b) all Defaults and Events of Default hereunder and under the
other Loan Document shall have been cured or waived, the balance, if any, in
such cash collateral account shall be returned to the Borrower (or such other
Person as may be lawfully entitled thereto).


9.             THE ADMINISTRATIVE AGENT


9.1.  Appointment.  (a) 
Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document,



 66
 









together with such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or otherwise exist
against the Administrative Agent. 
Without limiting the generality of the foregoing sentence, the use of
the term “agent” herein and in the other Loan Documents with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable
Law.  Instead, such term is used merely
as a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.


(b)           The Issuing Lender
shall act on behalf of the Lenders with respect to any Letters of Credit issued
by it and the documents associated therewith, and the Issuing Lender shall have
all of the benefits and immunities (i) provided to the Administrative
Agent in this Section 9 with respect to any acts taken or omissions
suffered by the Issuing Lender in connection with Letters of Credit issued by
it or proposed to be issued by it and the Applications and agreements for
letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in this Section 9 and in the definition of “Agent-Related
Person” included the Issuing Lender with respect to such acts or omissions, and
(ii) as additionally provided herein with respect to the Issuing Lender; provided
that nothing in this Agreement shall be construed to excuse the Issuing Lender
from any liability to the Borrower for damages caused by the gross negligence
or willful misconduct of the Issuing Lender or any Agent-Related Person.


9.2.  Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties.  The Administrative Agent
shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct.


9.3.  Liability of Administrative Agent.  No Agent-Related Person shall (a) be liable
for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by the Borrower or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or
for any failure of the Borrower or any other party to any Loan Document to
perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained



 67
 









in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower or any Affiliate thereof.


9.4.  Reliance by Administrative Agent.  (a) 
The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to the Borrower),
independent accountants and other experts selected by the Administrative
Agent.  The Administrative Agent may deem
and treat the payee of any Note as the owner thereof for all purposes unless
such Note shall have been transferred in accordance with Section 10.7
and all actions required by such Section 10.7 in connection with such
transfer shall have been taken.  The
Administrative Agent shall be fully justified in failing or refusing to take
any action under any Loan Document unless it shall first receive such advice or
concurrence of the Majority Lenders (or, if so specified by this Agreement, all
Lenders) as it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.  The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Majority Lenders (or such greater number of Lenders
as may be expressly required hereby in any instance) and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders; provided that the Administrative Agent shall not be required to
take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Loan Document
or applicable Law.


(b)           For purposes of
determining compliance with the conditions specified in Section 4.1,
each Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.


9.5.  Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default unless the
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default and stating that
such notice is a “notice of default.” The Administrative Agent will notify the
Lenders of its receipt of any such notice. 
The Administrative Agent shall take such action with respect to such
Default as may be directed by the Majority Lenders in accordance with Section
8.2; provided, however, that unless and until the Administrative Agent has
received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable or in the best interest of
the Lenders.


9.6.  Credit Decision; Disclosure of Information
by Administrative Agent.  Each Lender
acknowledges that no Agent-Related Person has made any representation or
warranty to



 68
 









it, and that no
act by the Administrative Agent hereafter taken, including any consent to and
acceptance of any assignment or review of the affairs of the Borrower or any
Affiliate thereof, shall be deemed to constitute any representation or warranty
by any Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their
possession.  Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and creditworthiness
of the Borrower and its Subsidiaries, and all applicable bank or other
regulatory Laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Borrower
hereunder.  Each Lender also represents
that it will, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to
the business, prospects, operations, property, financial and other condition
and creditworthiness of the Borrower. 
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent herein, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrower or
any of its Affiliates which may come into the possession of any Agent-Related
Person.


9.7.  Indemnification of Administrative Agent.  Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand each
Agent-Related Person (to the extent not reimbursed by or on behalf of the
Borrower and without limiting the obligation of the Borrower), pro rata, and
hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that
no Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person’s own gross negligence or willful misconduct, provided,
however, that no action taken in accordance with the directions of the
Majority Lenders (or such greater percentage of Lenders as may be required
hereunder) shall be deemed to constitute gross negligence or willful misconduct
for purposes of this Section 9.7. 
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower.  The undertaking in this Section 9.7
shall survive termination of the Total Revolving Credit Commitments, the
payment of all other obligations and the resignation of the Administrative
Agent.


9.8.  Administrative Agent in its Individual
Capacity.  Bank of America, N.A. and
its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from,



 69
 









acquire equity
interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting or other business with the Borrower and its Affiliates
as though Bank of America, N.A. were not the Administrative Agent or the Issuing
Lender hereunder and without notice to or consent of the Lenders.  The Lenders acknowledge that, pursuant to
such activities, Bank of America, N.A. or its Affiliates may receive
information regarding the Borrower or its Affiliates (including information
that may be subject to confidentiality obligations in favor of the Borrower or
such Affiliate) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. 
With respect to its Loans, Bank of America, N.A. shall have the same
rights and powers under this Agreement as any other Lender and may exercise
such rights and powers as though it were not the Administrative Agent or the
Issuing Lender, and the terms “Lender” and “Lenders” include Bank of America,
N.A. in its individual capacity.


9.9.  Successor Administrative Agent.  The Administrative Agent may resign as
Administrative Agent upon 30 days’ notice to the Lenders and the Borrower; provided
that any such resignation by Bank of America, N.A. shall also constitute its
resignation as Issuing Lender and Swing Line Lender, so long as a successor
Issuing Lender and a successor Swing Line Lender (each consented to by the
Borrower, such consent not to be unreasonably withheld or delayed) is
appointed.  If the Administrative Agent
resigns under this Agreement, the Majority Lenders shall appoint from among the
Lenders a successor administrative agent for the Lenders, which successor
administrative agent shall be consented to by the Borrower at all times other than
during the continuance of a Specified Event of Default (which consent of the
Borrower shall not be unreasonably withheld or delayed).  If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Borrower, a successor administrative agent from among the Lenders.  Upon the acceptance of its appointment as
successor administrative agent hereunder, the Person acting as such successor
administrative agent shall succeed to all of the rights, powers and duties of
the retiring Administrative Agent, Issuing Lender and Swing Line Lender and the
respective terms “Administrative Agent,” “Issuing Lender” and “Swing Line Lender”
shall mean such successor administrative agent, Letter of Credit issuer and
swing line lender, and the retiring Administrative Agent’s appointment, powers
and duties as Administrative Agent shall be terminated and the retiring Issuing
Lender’s and Swing Line Lender’s rights, powers and duties as such shall be
terminated, without any other or further act or deed on the part of such
retiring Issuing Lender or Swing Line Lender or any other Lender, other than
the obligation of the successor Issuing Lender to issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or to make other arrangements satisfactory to the retiring Issuing
Lender to effectively assume the obligations of the retiring Issuing Lender
with respect to such Letters of Credit. 
After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of this Section 9 and Sections 10.5
and 10.6 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.  If no successor administrative agent has
accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Majority Lenders appoint a
successor agent as provided for above.



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9.10.  Administrative Agent May File Proofs of
Claim.  In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Borrower, the Administrative Agent (irrespective of whether the principal
of any Loan or L/C Obligation shall then be due and payable as herein expressed
or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise:


(a)           to file and prove a
claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans, L/C Obligations and all other obligations that are owing
and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.5, 3.9 and 10.5) allowed in such judicial
proceeding; and


(b)           to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same;


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to
the Lenders, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent
and its agents and counsel, and any other amounts due the Administrative Agent
under Sections 2.5, 3.9 and 10.5.


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent
to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the obligations of the
Borrower hereunder or under any of the other Loan Documents or the rights of
any Lender or to authorize the Administrative Agent to vote in respect of the
claim of any Lender in any such proceeding.


9.11.  Guarantee and Collateral Matters.  The Lenders irrevocably authorize the
Administrative Agent, at its option and in its discretion,


(a)           to release any Lien on
any property granted to or held by the Administrative Agent under any Loan
Document (i) upon termination of the Total Revolving Credit Commitments and
payment in full of all obligations of the Borrower hereunder or under any of
the other Loan Documents (other than contingent indemnification obligations)
and the expiration or termination of all Letters of Credit, (ii) that is sold
or to be sold as part of or in connection with any sale permitted hereunder or
under any other Loan Document, or (iii) subject to Section 10.1, if
approved, authorized or ratified in writing by the Majority Lenders; and



 71
 









(b)           to subordinate any Lien
on any property granted to or held by the Administrative Agent under any Loan
Document to the holder of any Lien on such property that is permitted by Section
7.3, and


(c)           to effect any release
of Guarantee Obligations contemplated by Section 10.17.


9.12.  Other Agents; Arrangers and Managers.  None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a “syndication
agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,”
“lead arranger” or “co-arranger” shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than, in the case
of such Lenders, those applicable to all Lenders as such.  Without limiting the foregoing, none of the
Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender. 
Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders or other Persons so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.


10.          MISCELLANEOUS


10.1.  Amendments, Etc.  No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Borrower therefrom, shall be effective unless in writing signed by the
Majority Lenders and the Borrower and delivered to the Administrative Agent,
and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


(a)           extend the expiration
date of or increase the Revolving Credit Commitment of any Lender (or reinstate
any Revolving Credit Commitment terminated pursuant to Section 8.2)
without the written consent of such Lender;


(b)           postpone any date fixed
by this Agreement or any other Loan Document for any payment (excluding
mandatory prepayments) of principal, interest or fees payable hereunder or
under any other Loan Document without the written consent of each Lender
directly affected thereby;


(c)           reduce the principal
of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or,
subject to clause (v) of the second proviso to this Section 10.1,
any fees or other amounts payable hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby; provided,
however, that only the consent of the Majority Lenders shall be
necessary to amend the definition of “Default Rate” or to waive any obligation
of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;


(d)           change Section 2.14
in a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender directly affected thereby; or


(e)           change any provision of
this Section 10.1 or the percentage in the definition of “Majority
Lenders” or any other provision hereof specifying the number or



 72
 









percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender;


(f)            amend, modify or waive
any provision of Section 2.3 or 2.4 without the written consent
of the Swing Line Lender;


(g)           amend, modify or waive
any provision of Section 3 without the consent of the Issuing Lender;


(h)           amend, modify or waive
the provisions of the definition of Interest Period regarding nine or twelve
month Interest Periods for Eurodollar Loans without the consent of each
relevant Lender;


(i)            consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement and the other Loan Documents; or


(j)            release any Guarantor
from its Guarantee Obligations under the Guaranty except as provided in Section
10.17, without the consent of all Lenders;


and, provided  further,
that (i) no amendment, waiver or consent shall, unless in writing and signed by
the Issuing Lender in addition to the Lenders required above, modify the rights
or duties of the Issuing Lender under this Agreement or any Application
relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, modify the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above, modify the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document; and
(iv) Section 10.7(h) may not be amended, waived or otherwise modified
without the consent of each Granting Lender all or any part of whose Loans are
being funded by an SPC at the time of such amendment, waiver or other
modification; and (v) the Fee Letters may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Revolving Credit
Commitment of such Lender may not be increased or extended without the consent
of such Lender.


Any such waiver and any
such amendment, supplement or modification shall apply equally to each of the
Lenders and shall be binding upon the Borrower, the Lenders, the Administrative
Agent and all future holders of the Loans. 
In the case of any waiver, the Borrower, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.  Any
such waiver, amendment, supplement or modification shall be effected by a
written instrument signed by the parties required to sign pursuant to the
foregoing provisions of this Section 10.1;



 73
 









provided,
that delivery of an executed signature page of any such instrument by facsimile
transmission shall be effective as delivery of a manually executed counterpart
thereof.


For the avoidance of
doubt, this Agreement may be amended (or amended and restated) with the written
consent of the Majority Lenders, the Administrative Agent and the Borrower
party to each relevant Loan Document (x) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time
to time outstanding thereunder and the accrued interest and fees in respect
thereof to share ratably in the benefits of this Agreement and the other Loan
Documents with the Loans, the L/C Obligations and the accrued interest and fees
in respect thereof and (y) to include appropriately the Lenders holding such
credit facilities in any determination of the Majority Lenders.


10.2.  Notices; Effectiveness; Electronic
Communication.


(a)           Notices Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail, sent by
telecopier or by electronic mail as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:


(i)            if to the Borrower,
the Administrative Agent, the Issuing Lender or the Swing Line Lender, to the
address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 10.2; and


(ii)           if to any other Lender,
to the address, telecopier number, electronic mail address or telephone number
specified in its Administrative Questionnaire.


Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by telecopier shall be
deemed to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of
business on the next business day for the recipient).  Notices delivered through electronic
communications to the extent provided in subsection (b) below, shall be
effective as provided in such subsection (b).


(b)           Electronic
Communications.  Notices and other
communications to the Lenders and the Issuing Lender hereunder may be delivered
or furnished by electronic communication (including e-mail and Internet
or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to service of process
or to notices to any Lender or the Issuing Lender pursuant to Section 2.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or
communications.


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to
an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement



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from the intended
recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the
website address therefor.


(c)           The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.” THE AGENT-RELATED PERSONS DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS.  NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT-RELATED
PERSONS OR THE BORROWER IN CONNECTION WITH THE BORROWER MATERIALS OR THE
PLATFORM.  In no event shall the
Agent-Related Persons or the Borrower have any liability to any Agent-Related
Person, the Borrower, any Lender, or the Issuing Lender for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of the Borrower’s or the Administrative Agent’s
transmission of Borrower Materials through the Internet, except to the extent
that such losses, claims, damages, liabilities or expenses are determined by a
court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent-Related
Persons or the Borrower; provided, however, that in no event
shall any Agent-Related Persons or the Borrower have any liability to any
Agent-Related Person, the Borrower, any Lender, or the Issuing Lender for
indirect, special, incidental, consequential or punitive damages (as opposed to
direct or actual damages).  Each Lender
agrees that the Borrower shall be responsible only for the Borrower Materials
and shall not have any liability (unless otherwise agreed in writing by the
Borrower) for any other materials made available to the Lenders and shall not
have any liability for any errors or omissions other than errors or omissions
in the materials delivered to the Administrative Agent by the Borrower.  Nothing in this Section 10.2(c) shall
limit the obligation of the Administrative Agent and the Lenders under Section
10.16.


(d)           Change of Address,
Etc.  The Borrower, the
Administrative Agent, the Issuing Lender and the Swing Line Lender may change
its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto.  Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder
by notice to the Borrower, the Administrative Agent, the Issuing Lender and the
Swing Line Lender.  In addition, each
Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact
name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and (ii) accurate wire
instructions for such Lender.



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(e)           Reliance by
Administrative Agent, Issuing Lender and Lenders.  The Administrative Agent, the
Issuing Lender and the Lenders shall be entitled to rely and act upon any
notices (including telephonic and written Borrowing Requests and notices of
Swing Line Loans) purportedly given by or on behalf of the Borrower; provided
that the foregoing shall not apply to losses, costs, expenses and
liabilities caused by the gross negligence or willful misconduct of the
relevant Lender or any Agent-Related Person even if (i) such notices were not
made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify the
Administrative Agent, the Issuing Lender, each Lender and the Agent-Related
Persons from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the
Borrower; provided  that the foregoing shall not apply to losses,
costs, expenses and liabilities caused by the gross negligence or willful
misconduct of the relevant Lender or any Agent-Related Person.  All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.


(f)            Effectiveness of
Facsimile Documents and Signatures. 
Loan Documents may be transmitted and/or signed by facsimile.  The effectiveness of any such documents and
signatures shall, subject to applicable Law, have the same force and effect as
manually-signed originals and shall be binding on the Borrower, the Administrative
Agent and the Lenders.  The
Administrative Agent may also require that any such documents and signatures be
confirmed by a manually-signed original thereof; provided, however,
that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile document or signature.


10.3.  No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers
and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by Law.


10.4.  Survival of Representations and Warranties.  All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof. 
Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time of any extension of credit, and shall
continue in full force and effect as long as any Loan or any other obligation
hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall
remain outstanding.


10.5.  Attorney Costs and Expenses.  The Borrower agrees (a) to pay or reimburse
the Administrative Agent and the Arrangers for all reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation,
negotiation and execution of this



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Agreement and the
other Loan Documents and any amendment, waiver, consent or other modification
of the provisions hereof and thereof (whether or not the transactions
contemplated hereby or thereby are consummated), and the consummation and
administration of the transactions contemplated hereby and thereby, including
all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and
each Lender for all reasonable out-of-pocket costs and expenses (which may
include, to the extent reasonably incurred, all search, filing, recording,
title insurance and appraisal charges and fees and taxes related thereto, and
other out-of-pocket expenses incurred by the Administrative Agent and the cost
of independent public accountants and other outside experts) incurred in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan Documents (including
all such costs and expenses incurred during any “workout” or restructuring in
respect of the obligations of the Borrower hereunder or under any of the other
Loan Documents and during any legal proceeding, including any proceeding under
any Debtor Relief Law), including all Attorney Costs.  All amounts due under this Section 10.5
shall be payable not later than 30 days following written demand.  The agreements in this Section 10.5
shall survive the termination of the Total Revolving Credit Commitments and
repayment of all other obligations.


10.6.  Indemnification.  (a) Whether or not the transactions
contemplated hereby are consummated, the Borrower shall indemnify and hold
harmless each Agent-Related Person, each Arranger, each Lender and their
respective Affiliates, directors, officers, employees, counsel, agents,
shareholders and attorneys-in-fact (collectively the “Indemnitees”) from
and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, settlement payments and causes of
action of any kind or nature whatsoever and reasonable related out-of-pocket
costs and expenses which may at any time be imposed on, incurred, suffered,
sustained, required to be paid by or asserted against any such Indemnitee in
any way relating to or arising out of or in connection with (a) the execution,
delivery, enforcement, performance or administration of any Loan Document or
any other agreement, letter or instrument delivered in connection with the
transactions contemplated thereby or the consummation of the transactions
contemplated thereby, (b) any Revolving Credit Commitment, Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any
refusal by the Issuing Lender to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), (c) any actual or
alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by the Borrower or any Subsidiary, or
any Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (d) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory (including any investigation of, preparation for, or
defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all
the foregoing, collectively, the “Indemnified Liabilities”), in all
cases, whether or not caused by or arising, in whole or in part, out of the
negligence of the Indemnitee; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, settlement payments, causes of action or costs or expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.  In all such litigation,
or the preparation therefor, the Indemnitees shall be entitled to select
counsel to the Indemnitees.  To the
extent reasonably practicable and not disadvantageous to any



 77
 









Indemnitee (as
reasonably determined by the relevant Indemnitee), it is anticipated that a
single counsel selected by the affected Lenders will be used.  No Indemnitee shall be liable to the Borrower
for any damages arising from the use by unintended recipients of any
information or other materials distributed to such unintended recipients by
such Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby, and, to the
fullest extent permitted by applicable Law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof (whether before or after the Closing
Date); provided that this sentence shall not, as to any Indemnitee,
apply to the extent such Indemnitee is found by a final non-appealable judgment
of a court of competent jurisdiction to have acted with willful misconduct or
gross negligence.  All amounts due under
this Section 10.6 shall be payable not later than 30 days following
written demand.  The agreements in this Section
10.6 shall survive the resignation of the Administrative Agent, the
replacement of any Lender, the termination of the Total Revolving Credit
Commitments and the repayment, satisfaction or discharge of all the other
obligations of the Borrower hereunder.


(b)           To the extent that the
Borrower for any reason fails to indefeasibly pay any amount required under Section
10.5 and Section 10.6(a) to be paid by it to the Administrative
Agent (or any sub-agent thereof), the Issuing Lender or any Agent-Related
Person of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent), the Issuing Lender or such
Agent-Related Person, as the case may be, such Lender’s Revolving Credit
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the Issuing Lender in its
capacity as such, or against any Agent-Related Person of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or Issuing Lender
in connection with such capacity.  The
obligations of the Lenders under this Section 10.6(b) are subject to the
provisions of Section 2.14(f).


10.7.  Successors
and Assigns.


(a)           Successors and
Assigns Generally.  The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except
that the Borrower may not assign or otherwise transfer any of their rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in
accordance with the provisions of Section 10.7(b), (ii) by way of
participation in accordance with the provisions of Section 10.7(d),
(iii) by way of pledge or assignment of a security interest subject to the
restrictions of Section 10.7(f),
or (iv) to an SPC in accordance with the provisions of Section 10.7(h) (and
any other attempted assignment or transfer by any party hereto shall be null
and void).  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the



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parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in Section 10.7(d) and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


(b)           Assignments by
Lenders.  Any Lender may at any time
assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Revolving
Credit Commitment and the Loans (including for purposes of this subsection
(b), participations in L/C Obligations and in Swing Line Loans) at the time
owing to it); provided that any such assignment shall be subject to the
following conditions:


(i)            Minimum Amounts.


(A)          in the case of an
assignment of the entire remaining amount of the assigning Lender’s Revolving
Credit Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and


(B)           in any case not
described in subsection (b)(i)(A) of this Section 10.7, the
aggregate amount of the Revolving Credit Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Revolving Credit Commitment
is not then in effect, the principal outstanding balance of the Loans of the
assigning Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000  unless each of the Administrative Agent and, so long as no
Specified Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or
delayed); provided, however, that concurrent assignments to
members of an Assignee Group and concurrent assignments from members of an
Assignee Group to a single assignee (or to an assignee and members of its
Assignee Group) will be treated as a single assignment for purposes of
determining whether such minimum amount has been met.


(ii)           Proportionate
Amounts.  Each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Loans
or the Revolving Credit Commitment assigned, except that this clause (ii)
shall not apply to the Swing Line Lender’s rights and obligations in respect of
Swing Line Loans;


(iii)          Required Consents.  No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this
Section 10.7 and, provided that:



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(A)          the consent of the
Borrower (such consent not to be unreasonably withheld or delayed) shall be
required unless (1) a Specified Event of Default has occurred and is continuing
at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund;


(B)           the consent of the
Administrative Agent (such consent not to be unreasonably withheld or delayed)
shall be required if such assignment is to a Person that is not a Lender or an
Affiliate of the assigning Lender;


(C)           the consent of the
Issuing Lender (such consent not to be unreasonably withheld or delayed) shall
be required for any assignment that increases the obligation of the assignee to
participate in exposure under one or more Letters of Credit (whether or not
then outstanding); and


(D)          the consent of the Swing
Line Lender (such consent not to be unreasonably withheld or delayed) shall be
required for any assignment.


(iv)          Assignment and
Assumption.  The parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee in the amount of
$3,500; provided, however, that the Administrative Agent may, in
its sole discretion, elect to waive such processing and recordation fee in the
case of any assignment.  The assignee, if
it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.


(v)           No Assignment to
Borrower.  No such assignment shall
be made to the Borrower or any Affiliates or Subsidiaries of the Borrower.


(vi)          No Assignment to
Natural Persons.  No such assignment
shall be made to a natural person.


(vii)         No Assignment to
Approved Funds Prior to Specified Event of Default.  No such assignment shall be made to an
Approved Fund prior to the occurrence of a Specified Event of Default.  After the occurrence and during the
continuance of any Specified Event of Default, an Approved Fund shall be an
Eligible Assignee hereunder.


(viii)        Creditworthiness of
Affiliates and Approved Funds. 
Notwithstanding the foregoing, no such assignment shall be made to an
Affiliate of a Lender or to an Approved Fund unless such Affiliate or Approved
Fund shall be a financial institution having a senior unsecured debt rating of
not less than  “A-”, or its equivalent,
by S&P.


Subject to acceptance and
recording thereof by the Administrative Agent pursuant to Section 10.7(c),
from and after the effective date specified in each Assignment and Assumption,



 80
 









the Eligible
Assignee thereunder shall be a party to this Agreement and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections
2.15, 2.16, 2.17, 2.18, 10.5 and 10.6  with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the Borrower
(at its expense) shall execute and deliver a Note to the assignee Lender and a replacement
Note, as applicable, to the assigning Lender.


(c)           Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Revolving Credit Commitments of, and principal amounts of the Loans and L/C
Obligations owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”).  The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary.  The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.


(d)           Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or
any Affiliates or Subsidiaries of the Borrower) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Revolving Credit Commitment and/or
the Loans (including such Lender’s participations in L/C Obligations and/or
Swing Line Loans) owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrower, the Administrative Agent, the
Lenders and the Issuing Lender shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement.


Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any  provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 10.1 that
directly affects such Participant. 
Subject to Section 10.7(e), the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16
or 2.17 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section 10.7(b).  To
the extent permitted by Law, each Participant also shall be entitled to the
benefits of Section 10.8  as though it
were a Lender, provided such Participant agrees to be subject to Section
2.14 as though it were a Lender.



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(e)           Limitations upon
Participant Rights.  A Participant
shall not be entitled to receive any greater payment under Sections 2.15,
2.16 or 2.17 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower’s
prior written consent.  A Participant
that would be a Non-U.S. Lender if it were a Lender shall not be entitled to
the benefits of Section 2.16 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Sections 2.16(d) and (e)
as though it were a Lender.


(f)            Certain Pledges.  Notwithstanding anything to the contrary
contained herein, any Lender may, with notice to, but without prior consent of
the Borrower and the Administrative Agent, at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank (provided that notice to the Borrower and the Administrative Agent shall
not be required in the case of a pledge or assignment to secure obligations to
a Federal Reserve Bank); provided further that no such pledge or assignment
shall release such Lender from any of its obligations hereunder or substitute,
or permit the substitution of, any such pledgee or assignee for such Lender as
a party hereto.


(g)           Electronic Execution
of Assignments.  The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


(h)           Special Purpose Funding Vehicles. 
Notwithstanding anything to the contrary contained herein, any Lender (a
“Granting Lender”) may, with notice to, but without prior consent of the
Borrower and the Administrative Agent grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower (an “SPC”) the option to
provide all or any part of any Loan that such Granting Lender would otherwise
be obligated to make pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to fund any Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof and, if it fails to do so, to make such
payment to the Administrative Agent as is required under Section 2.14(e)(ii).  Each party hereto hereby agrees that (i)
neither the grant to any SPC nor the exercise by any SPC of such option shall
increase the costs or expenses or otherwise increase or change the obligations
of the Borrower under this Agreement (including its obligations under Section
2.15), (ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (iii)
the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. 
The making of a Loan by an SPC hereunder shall utilize the Revolving
Credit Commitment of



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the Granting Lender to the same extent, and as if, such Loan were made by
such Granting Lender.  In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior debt of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under any Debtor Relief Laws or any other
Laws.  Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior
consent of the Borrower and the Administrative Agent and with the payment of a
processing fee in the amount of $3,500 (which processing fee may be waived by
the Administrative Agent in its sole discretion), assign all or any portion of
its right to receive payment with respect to any Loan to the Granting Lender
and (ii) disclose on a confidential basis any non-public information relating
to its funding of Loans to any rating agency, commercial paper dealer or
provider of any surety or guarantee or credit or liquidity enhancement to such
SPC.


(i)            Resignation as
Issuing Lender or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America, N.A. assigns all of its
Revolving Credit Commitment and Loans pursuant to Section 10.7(b), Bank
of America, N.A. may, (i) upon 30
days’ notice to the Borrower and the Lenders, resign as Issuing Lender, so long
as a successor Issuing Lender (consented to by the Borrower, such consent not
to be unreasonably withheld or delayed) has been appointed and/or (ii) upon 30 days’ notice to the Borrower, resign
as Swing Line Lender, so long as a successor Swing Line Lender (consented to by
the Borrower, such consent not to be unreasonably withheld or delayed) has been
appointed.  In the event of any such
resignation as Issuing Lender or Swing Line Lender, the Borrower shall be
entitled to appoint from among the Lenders a successor Issuing Lender or Swing
Line Lender hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of Bank of
America, N.A. as Issuing Lender or Swing Line Lender, as the case may be.  If Bank of America, N.A. resigns as Issuing
Lender, it shall retain all the rights and obligations of the Issuing Lender
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as Issuing Lender and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section 3.3).  If Bank of America, N.A. resigns as Swing
Line Lender, it shall retain all the rights of the Swing Line Lender provided
for hereunder with respect to Swing Line Loans made by it and outstanding as of
the effective date of such resignation, including the right to require the
Lenders to make Base Rate Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.4.  Upon the appointment of a successor Issuing
Lender and/or Swing Line Lender, (a) such successor shall succeed to and become
vested with all of the rights and obligations of the retiring Issuing Lender or
Swing Line Lender, as the case may be, and (b) the successor Issuing Lender
shall issue letters of credit in substitution for the Letters of Credit, if
any, outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America, N.A. to effectively assume the obligations of
Bank of America, N.A. with respect to such Letters of Credit.


10.8.  Adjustments; Set-off.  (a) Except to the extent that this Agreement
provides for a payment to be allocated to a particular Lender, if any Lender (a
“Benefited Lender”) shall at any time receive any payment of all or part
of the obligations under the Credit Agreement or the other Loan Documents,
owing to it, or receive any collateral in respect thereof (whether



 83
 









voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the
nature referred to in Section 8.1(c), or otherwise), in a greater
proportion than any such payment to or collateral received by any other Lender,
if any, in respect of such other Lender’s obligations under the Credit
Agreement or the other Loan Documents, such Benefited Lender shall purchase for
cash from the other Lenders a participating interest in such portion of each
such other Lender’s obligations under the Credit Agreement or the other Loan
Documents, or shall provide such other Lenders with the benefits of any such
collateral, as shall be necessary to cause such Benefited Lender to share the
excess payment or benefits of such collateral ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefited Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.


(b)           In addition to any
rights and remedies of the Lenders provided by Law, each Lender shall have the
right, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable Law, upon any
amount becoming due and payable by the Borrower hereunder (whether at the
stated maturity, by acceleration or otherwise), to set-off and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or
the account of the Borrower.  Each Lender
agrees promptly to notify the Borrower, as the case may be, and the
Administrative Agent after any such set-off and application made by such
Lender, provided that the failure to give such notice shall not affect
the validity of such set-off and application.


10.9.  Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  Delivery of an
executed signature page of this Agreement by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signed
by all the parties shall be lodged with the Borrower and the Administrative
Agent.


10.10.  Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


10.11.  Integration.  This Agreement, the other Loan Documents and
the Fee Letters represent the entire agreement of the Borrower, the
Administrative Agent, the Arrangers, the Syndication Agent and the Lenders with
respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Arrangers, the
Administrative Agent, the Syndication Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein, in the other Loan
Documents or in the Fee Letters.  The
Borrower agrees that its obligations under the Fee Letters shall survive the
execution and delivery of this Agreement.



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10.12.  GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCLUDING THE
LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY).


10.13.  SUBMISSION TO JURISDICTION; WAIVERS.  THE BORROWER HEREBY IRREVOCABLY AND
UNCONDITIONALLY:


(a)           SUBMITS FOR ITSELF AND
ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT
OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
APPELLATE COURTS FROM ANY THEREOF;


(b)           CONSENTS THAT ANY SUCH
ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


(c)           AGREES THAT SERVICE OF
PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY
THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF
MAIL), POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH IN SECTION
10.2 OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE
BEEN NOTIFIED PURSUANT THERETO;


(d)           AGREES THAT NOTHING
HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND


(e)           WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION 10.13 ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.


10.14.  WAIVERS
OF JURY TRIAL.  EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO
OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE



 85
 









WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION 10.14 WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.


10.15.  No
Advisory or Fiduciary Responsibility.  In connection with this Agreement,
the Borrower acknowledges and agrees that: (a) the credit facility provided for
hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document) are an arm’s-length commercial
transaction between the Borrower and its Affiliates, on the one hand, and the
Administrative Agent and the Arrangers, on the other hand, and the Borrower is
capable of evaluating and understanding and understands and accepts the terms,
risks and conditions of the transactions contemplated hereby and by the other
Loan Documents (including any amendment, waiver or other modification hereof or
thereof); (b) in connection with the process leading to such transaction, the
Administrative Agent and the Arrangers, each is and has been acting solely as a
principal and is not the financial advisor, agent or fiduciary, for the
Borrower or any of its Affiliates, stockholders, creditors or employees or any
other Person; (c) neither the Administrative Agent nor the Arrangers have
assumed or will assume an advisory, agency or fiduciary responsibility in favor
of the Borrower with respect to this Agreement or the process leading thereto, including
with respect to any amendment, waiver or other modification hereof or of any
other Loan Document (irrespective of whether the Administrative Agent or the
Arrangers have advised or is currently advising the Borrower or any of its
Affiliates on other matters) and neither the Administrative Agent nor the
Arrangers have any obligation to the Borrower or any of its Affiliates with
respect to this Agreement except those obligations expressly set forth herein
and in the other Loan Documents; (d) the Administrative Agent and the Arrangers
and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Borrower and its
Affiliates, and neither the Administrative Agent nor the Arrangers have any
obligation to disclose any of such interests by virtue of any advisory, agency
or fiduciary relationship; and (e) the Administrative Agent and the Arrangers
have not provided and will not provide any legal, accounting, regulatory or tax
advice with respect to this Agreement (including any amendment, waiver or other
modification hereof or of any other Loan Document) and the Borrower has
consulted its own legal, accounting, regulatory and tax advisors to the extent
it has deemed appropriate.


10.16.  Confidentiality.  Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Affiliates and to
its and its Affiliates’ respective partners, directors, officers, employees,
agents, advisors and representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the
NAIC), (c) to the extent required by applicable Laws or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with
the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to



 86
 









this Agreement or
any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section 10.16, to (i) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section 10.16 or (y) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower, provided that the Administrative Agent or any such
Lender, as applicable, will notify the Borrower as soon as practical in advance
of any proposed disclosure pursuant to clause (c) above, unless such
notification shall be prohibited by applicable law or legal process, so that
the Borrower may seek a protective order or other appropriate remedy and the
Administrative Agent or any such Lender, as applicable, will disclose only that
portion of the Information that it is advised by its counsel is legally
required or otherwise necessary to disclose. 
For purposes of this Section 10.16, “Information” means
all information received from the Borrower or any of its Subsidiaries relating
to the Borrower or any Subsidiary or any of their respective businesses, other
than any such information that is available to the Administrative Agent or any
Lender on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary, provided that, in the case of information received from the
Borrower or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section 10.16 shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


Each of the
Administrative Agent, the Lenders and the Issuing Lender acknowledges that (a)
the Information may include material non-public information concerning the
Borrower or a Subsidiary thereof, as the case may be, (b) it has developed
compliance procedures regarding the use of material non-public information and
(c) it will handle such material non-public information in accordance with applicable
Law, including Federal and state securities Laws.


10.17.  Release of Guarantee Obligations.  Notwithstanding anything to the contrary
contained herein or any other Loan Document (a) when all obligations of the
Borrower hereunder and under the other Loan Documents that are guaranteed under
the terms of the Guaranty have been paid in full, all Revolving Credit
Commitments have terminated, there exist no unpaid Reimbursement Obligations
and no Letter of Credit issued for the account of the Borrower shall be
outstanding or (b) so long as no Event of Default has occurred and is
continuing, at such time as the aggregate outstanding principal amount of
Indebtedness of Subsidiaries of OneBeacon Limited that is guaranteed by the
Borrower is $70,000,000 or less (excluding (i) any series of such Indebtedness
if all of such series has been defeased (including legal or covenant
defeasance) or discharged and (ii) such Indebtedness to the extent it is held
by the Borrower or any of its Subsidiaries), upon request of the Borrower, the
Administrative Agent shall (without vote or consent of any Lender) take such
actions as may be required to release all Guarantee Obligations of each
Guarantor under any Loan Document, including, without limitation, its Guaranty.  Any release of Guarantee Obligations pursuant
to clause (a) above shall be deemed subject to the provision that such
Guarantee Obligations shall be reinstated as to the



 87
 









Guarantors at the
time of such release, if after such release any portion of any payment in respect
of the obligations guaranteed thereby shall be rescinded or must otherwise be
restored or returned upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrower or such Guarantor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, the Borrower or such Guarantor or any substantial part of
its property, or otherwise, all as though such payment had not been made.  In addition, upon the request of the Borrower,
the Administrative Agent shall (without vote or consent of any Lender) so
release all Guarantee Obligations of any Guarantor, if such Guarantor is merged
or consolidated into another Person and such Guarantor is not the surviving
Person of such merger or consolidation, or such Guarantor is liquidated,
wound-up or dissolved, or such Guarantor otherwise ceases to be a Subsidiary of
the Borrower; provided, however, that (x) the surviving Person of any
such merger or consolidation is, or any assets transferred in connection with
such liquidation, winding-up or dissolution are transferred to, a Guarantor
(including a Subsidiary of the Borrower that becomes a Guarantor in connection
with such transaction) or a Subsidiary of a Guarantor (including a Person that
will become a Subsidiary of a Guarantor in connection with such transaction) or
(y) after giving effect to any such merger, consolidation, liquidation,
winding-up, dissolution, or cessation of such Guarantor’s status as a
Subsidiary of the Borrower, the aggregate Consolidated Net Worth of all other
Guarantors (including any Person that becomes a Guarantor or Subsidiary of a
Guarantor in connection with such transaction but excluding for purposes of
calculating the aggregate Consolidated Net Worth of all Guarantors any
outstanding Indebtedness of the Borrower to a Guarantor (to the extent
reflected as an asset of such Guarantor in the calculation of such Consolidated
Net Worth)) is not less than the amount then required by Section 7.1(a),
on a pro forma basis as of the end of the most recently completed fiscal
quarter for which financial statements have been delivered to the
Administrative Agent pursuant to Section 6.1(a).


10.18.  Accounting Changes.  In the event that any “Accounting Change” (as
defined below) shall occur and such change results in a change in the method of
calculation of financial covenants, standards or terms in this Agreement, then
the Borrower and the Administrative Agent agree, upon the request of the
Borrower or the Administrative Agent, to enter into negotiations in order to
amend such provisions of this Agreement so as to equitably reflect such
Accounting Change with the desired result that the criteria for evaluating the
Borrower’s financial condition shall be the same after such Accounting Change
as if such Accounting Change had not been made. 
Following any such request and until such time as such an amendment
shall have been executed and delivered by the Borrower, the Administrative
Agent and the Majority Lenders, all financial covenants, standards and terms in
this Agreement shall continue to be calculated or construed as if such
Accounting Change had not occurred.  “Accounting
Change” refers to a change in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants, applicable Insurance Regulators, the NAIC or, if applicable, the
SEC.


10.19.  USA PATRIOT Act Notice.  Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and



 88
 









address of the
Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrower in accordance
with the Act.


10.20.  Interest Rate Limitation.


(a)           Notwithstanding
anything to the contrary contained in any Loan Document, if at any time the
rate of interest payable under any Loan Document (the “Stated Rate”)
would exceed the rate of interest permitted to be charged under any applicable
Law (the “Maximum Rate”), then for so long as the Maximum Rate would be
so exceeded, the rate of interest payable shall be equal to the Maximum Rate; provided
that if at any time thereafter, the Stated Rate is less than the Maximum Rate,
the Borrower shall, to the extent permitted by applicable Law, continue to pay
interest at the Maximum Rate until such time as the total interest received is
equal to the total interest which would have been received had the Stated Rate
been (but for the operation of this provision) the interest rate payable.  Thereafter, the interest rate payable shall
be the Stated Rate unless and until the Stated Rate again would exceed the
Maximum Rate, in which event this provision shall again apply.


(b)           In no event shall the
total interest received by a Lender exceed the amount which it could lawfully
have received had the interest been calculated for the full term hereof at the
Maximum Rate.


[Remainder of Page Left Intentionally Blank]



 89














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


 


	
  

  	
  The Borrower:

  
	
   

  	
   

  
	
   

  	
  WHITE MOUNTAINS INSURANCE GROUP,

  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 











 


	
  

  	
  BANK OF AMERICA, N.A., as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as

  
	
   

  	
  a Lender, Issuing Lender and Swing Line Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 











 


	
  

  	
  LEHMAN BROTHERS BANK, FSB, as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 
















SCHEDULE
10.02


ADMINISTRATIVE
AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES


BORROWER:


White Mountains Insurance Group, Ltd.


80 South Main Street


Hanover, NH 03755


Attention: Robert Seelig,
Esq.


Telephone: 603-640-2202


Telecopier: 603-643-4592


Electronic Mail: rseelig@whitemountains.com


U.S. Taxpayer Identification Number (White Mountains
Insurance Group, Ltd.):  94-2708455


with a copy to:


Cravath, Swaine and Moore
LLP


WorldWide Plaza


825 Eighth Avenue


New York, NY 10019-7475


Attention: Paul Michalski


Telecopier: 212-474-3700


ADMINISTRATIVE AGENT:


Administrative Agent’s Office


(for payments and Requests for Credit Extensions):


Bank of America, N.A.


2001 Clayton Road


Mail Code: CA4-702-02-25


Concord, CA 94520


Attention: Tina Obcena


Telephone: 925-675-8768


Telecopier: 888-969-9246


Electronic Mail:
tina.obcena@bankofamerica.com


Account No.: 3750836479


Ref:  White Mountains Insurance Group


ABA# 026009593













Other Notices as Administrative
Agent:


Bank of America, N.A.


Agency Management


1455 Market Street, 5th Floor


Mail Code: CA5-701-05-19


San Francisco, CA 94103


Attention: Aamir Saleem


Telephone: 415-436-2769


Telecopier: 415-503-5089


Electronic Mail: 
aamir.saleem@bankofamerica.com


ISSUING LENDER:


Bank of America, N.A.


Trade Operations


1000 W. Temple Street


Mail Code: CA9-705-07-05


Los Angeles, CA 90012-1514


Attention: Stella Rosales


Telephone: 213-481-7828


Telecopier: 213-580-8441


Electronic Mail: 
stella.rosales@bankofamerica.com


SWING LINE LENDER:


Bank of America, N.A.


2001 Clayton Road


Mail Code: CA4-702-02-25


Concord, CA 94520


Attention: Tina Obcena


Telephone: 925-675-8768


Telecopier: 888-969-9246


Electronic Mail:
tina.obcena@bankofamerica.com


Account No.: 3750836479


Ref:  White Mountains Insurance Group


ABA# 026009593



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