exv10w1






Exhibit 10.1




			
	CLIFFORD
	 	LIMITED LIABILITY PARTNERSHIP
	CHANCE	 	 






EXECUTION VERSION




DATED     NOVEMBER 2009




HCC INSURANCE HOLDINGS, INC.

as Borrower




BARCLAYS BANK PLC

THE ROYAL BANK OF SCOTLAND PLC

as Arranger




THE ROYAL BANK OF SCOTLAND PLC

as Agent




and




THE ROYAL BANK OF SCOTLAND PLC

as Trustee




 






$152,000,000

STANDBY LETTER OF CREDIT FACILITY




 
















 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Page	 
	 
	 	 	 	 	 	 
	1.
	 	Definitions And Interpretation	 	 	1	 
	2.
	 	The Facility	 	 	15	 
	3.
	 	Availability And Utilisation Of The Facility	 	 	17	 
	4.
	 	Letters Of Credit Under The Facility	 	 	19	 
	5.
	 	Borrower’s Liabilities In Relation To Letters Of Credit	 	 	20	 
	6.
	 	Ratings Downgrade	 	 	21	 
	7.
	 	Cancellation And Prepayment	 	 	23	 
	8.
	 	Reduction Of Hcc Re Fal	 	 	24	 
	9.
	 	Taxes	 	 	24	 
	10.
	 	Tax Receipts	 	 	26	 
	11.
	 	Increased Costs	 	 	27	 
	12.
	 	Illegality	 	 	29	 
	13.
	 	Mitigation	 	 	29	 
	14.
	 	Representations	 	 	30	 
	15.
	 	Financial Information	 	 	34	 
	16.
	 	Covenants	 	 	36	 
	17.
	 	Events Of Default	 	 	42	 
	18.
	 	Fees	 	 	48	 
	19.
	 	Costs And Expenses	 	 	48	 
	20.
	 	Default Interest And Break Costs	 	 	49	 
	21.
	 	Other Indemnities	 	 	50	 
	22.
	 	Currency Of Account And Payment	 	 	52	 
	23.
	 	Sharing Among The Finance Parties	 	 	52	 
	24.
	 	Payment Mechanics	 	 	54	 
	25.
	 	Set-Off	 	 	55	 
	26.
	 	Application Of Proceeds	 	 	56	 
	27.
	 	Role Of The Agent And The Arranger	 	 	57	 
	28.
	 	Role Of Trustee	 	 	62	 
	29.
	 	Conduct Of Business By The Finance Parties	 	 	68	 
	30.
	 	Assignments And Transfers	 	 	68	 
	31.
	 	Calculations And Evidence Of Debt	 	 	72	 
















 






	 	 	 	 	 	 	 
	Clause	 	Page	 
	 
	 	 	 	 	 	 
	32.
	 	Remedies And Waivers, Partial Invalidity	 	 	73	 
	33.
	 	Notices	 	 	74	 
	34.
	 	Counterparts	 	 	75	 
	35.
	 	Usa Patriot Act	 	 	75	 
	36.
	 	Amendments	 	 	75	 
	37.
	 	Governing Law	 	 	75	 
	38.
	 	Jurisdiction	 	 	75	 






	 	 	 	 	 	 	 
	Schedule 1
	 	The Original Lenders	 	 	77	 
	Schedule 2
	 	Conditions Precedent	 	 	78	 
	Schedule 3
	 	Form Of Utilisation Request	 	 	80	 
	Schedule 4
	 	Form Of Letter Of Credit	 	 	82	 
	Schedule 5
	 	Form Of Compliance Certificate	 	 	87	 
	Schedule 6
	 	Mandatory Cost Formulae	 	 	88	 
	Schedule 7
	 	Form Of Transfer Certificate	 	 	91	 
	 
	 	 	 	 	 	 
	Signatures
	 	 	 	 	93	 



















 





THIS AGREEMENT is made on          November 2009



BETWEEN





	(1)	 	HCC INSURANCE HOLDINGS, INC. as the borrower (the “Borrower”);
	 
	(2)	 	BARCLAYS BANK PLC and THE ROYAL BANK OF SCOTLAND PLC as mandated lead arrangers (whether acting individually or together, the “Arranger”);
	 
	(3)	 	THE ROYAL BANK OF SCOTLAND PLC as the agent of the Finance Parties (the “Agent”);
	 
	(4)	 	THE ROYAL BANK OF SCOTLAND PLC as trustee for the Secured Parties (the “Trustee”); and
	 
	(5)	 	THE LENDERS (as defined below). 





IT IS AGREED as follows:




	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions

	 
	 	 	In this Agreement:
	 
	 	 	“Account Party” means Nameco (No. 808) Limited.
	 
	 	 	“Affiliate” means, in relation to any person, a subsidiary of that person or a holding
company of that person or any other subsidiary of that holding company.
	 
	 	 	“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of
the relevant currency with the Base Currency in the London foreign exchange market at or
about 11:00 am on a particular day.
	 
	 	 	“A.M. Best” means A.M. Best Company, Inc. 
	 
	 	 	“Approved Credit Institution” means a credit institution:






	 	(a)	 	within the meaning of Directive 2000/12/EC relating to the taking up and
pursuit of the business of credit institutions; and
	 
	 	(b)	 	which has been approved by the Council of Lloyd’s for the purpose of issuing or
confirming letters of credit comprising a Member’s Funds at Lloyd’s.






	 	 	“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration.
	 
	 	 	“Authorised Signatory” means, in relation to the Borrower, any person who is duly authorised
(in such manner as may be reasonably acceptable to the Agent) and in respect of whom the
Agent has received a certificate signed by a director or another authorised signatory of the
Borrower setting out the name and signature of such person and confirming such person’s
authority to act.




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	 	 	“Availability Period” means the period from and including the date of this Agreement to and
including 30 November 2009.
	 
	 	 	“Available Commitment” means each Lender’s Commitment minus:






	 	(a)	 	the Base Currency Amount of that Lender’s participation in any outstanding Letters of Credit;
and
	 
	 	(b)	 	in relation to any proposed Letter of Credit, the Base Currency Amount of that Lender’s
participation in any Letter of Credit that is due to be issued on or before the proposed
Utilisation Date,






	 	 	provided that such amount shall not be less than zero.
	 
	 	 	“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.
	 
	 	 	“Base Currency” means dollars.
	 
	 	 	“Base Currency Amount” means:






	 	(a)	 	in relation to a Letter of Credit, the amount specified in the Utilisation Request delivered
by a Borrower for a Letter of Credit (or, if the amount requested is not denominated in the
Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of
Exchange on the date which is three Business Days before the Utilisation Date or, if later, on
the date the Agent receives the Utilisation Request) adjusted to reflect any repayment,
prepayment, cancellation or Cash Collateralisation of any Letter of Credit, as applicable; and
	 
	 	(b)	 	in relation to any other amount which is not denominated in the Base Currency, that amount
converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date on which
such amount is expressed to be converted into the Base Currency pursuant to the terms of this
Agreement.






	 	 	“Business Day” means a day (other than a Saturday or Sunday) on which banks generally are open for
business in London and New York.
	 
	 	 	“Cash Collateral” means, in relation to any Letter of Credit, a deposit in such interest-bearing
account or accounts as the Agent or the Trustee may specify, such deposit and account to be
secured in favour of, and on terms and conditions acceptable to, the Trustee, but in any event
including provisions for:






	 	(a)	 	the return of interest accrued on the deposit upon request of the Borrower on the condition
that such interest is applied immediately towards repayment of any letter of credit commission
that is due but unpaid under Clause 3.4 (Letter of Credit Commission); and










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	 	(b)	 	the return of the deposit (together with any interest accrued thereon)
following the discharge in full of the liabilities of the Borrower secured thereby,






	 	 	and “Cash Collateralise”, “Cash Collateralisation” and “Cash Collateralised” shall be construed
accordingly.
	 
	 	 	“Code” means, at any date, the U.S. Internal Revenue Code of 1986 and the regulations promulgated
and the judicial and administrative decisions rendered under it, all as the same may be in effect
at such date.
	 
	 	 	“Commencement Date” means in relation to any Letter of Credit, the date as and from which each of
the Lender’s liabilities (whether actual or contingent) under such Letter of Credit start to
accrue.
	 
	 	 	“Commitment” means:






	 	(a)	 	in relation to a Lender at any time and save as otherwise provided in this Agreement, the
amount set opposite its name in Schedule 1 (The Original Lenders) in the Base Currency and the
Base Currency amount of any other Commitment transferred to it under this Agreement; and
	 
	 	(b)	 	in relation to any Transferee, the Base Currency amount of any Commitment transferred to it
under this Agreement.






	 	 	“Compliance Certificate” means a certificate substantially in the form set out in Schedule 5 (Form
of Compliance Certificate).
	 
	 	 	“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended
form of the LMA or in any other form agreed between the Borrower and the Agent.
	 
	 	 	“Controlled Group” means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with Borrower, are
treated as a single employer under Section 414 (b), (c), (m) or (o) of the Code or Title IV of
ERISA.
	 
	 	 	“Corporate Member” has the meaning given to that expression in paragraph 1 of the Definitions
Byelaw (No. 7 of 2005).
	 
	 	 	“Corporate Member’s Deed” means Lloyd’s Security and Trust Deed or such other deed or document as
Lloyd’s may from time to time require the Account Party (being or having applied to become a
Member) to execute and deliver for the purposes of providing a Lloyd’s Deposit.
	 
	 	 	“Cross Event of Default” means an “Event of Default” as such term is defined in the U.S. Facility
Agreement.






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	 	 	“Default” means any event or circumstance specified in Clause 17 (Events of Default) which would
(with the expiry of a grace period, the giving of notice, the making of any determination
hereunder or any combination thereof) be an Event of Default.
	 
	 	 	“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Trustee.
	 
	 	 	“Employee Plan” means an employee pension benefit plan (other than a Multiemployer Plan) 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 any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
	 
	 	 	“ERISA” means, at any date, the United States Employee Retirement Income Security Act of 1974 and
the regulations promulgated and rulings issued under it, all as the same may be in effect at such
date.
	 
	 	 	“ERISA Affiliate” means any person that for purposes of Title I and Title IV of ERISA and Section
412 of the Code would be deemed at any relevant time to be a single employer with the Borrower,
pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.
	 
	 	 	“EURIBOR” means:






	 	(a)	 	the applicable Screen Rate; or
	 
	 	(b)	 	(if no Screen Rate is available) the arithmetic mean of the rates (rounded upwards to four
decimal places) as supplied to the Agent at its request quoted by the Reference Banks to
leading banks in the European interbank market,






	 	 	as of the Specified Time on the Quotation Date for the offering of deposits in the currency of the
relevant sum and for a period comparable to the relevant interest period for that sum.
	 
	 	 	“Event of Default” means any event or circumstance described as such in Clause 17 (Events of
Default).
	 
	 	 	“Existing L/C Facilities” means:






	 	(a)	 	the $77,000,000 letter of credit facility dated 3 March 2006 granted by The Royal Bank of
Scotland plc in favour of the Borrower; and
	 
	 	(b)	 	the $5,000,000 letter of credit facility dated 4 February 2008 granted by The Royal Bank of
Scotland plc in favour of the Borrower,






	 	 	both as amended and restated from time to time.
	 
	 	 	“Expiry Date” means, in relation to a Letter of Credit, the date upon which the maximum aggregate
liability thereunder is to be reduced to zero.





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	 	 	“Facility” means the multicurrency letter of credit facility granted to the Borrower in this
Agreement as described in Clause 2 (The Facility).
	 
	 	 	“Facility Office” means, in relation to the Agent, the office identified with its signature below
or such other office as it may select by notice and in relation to any Lender and subject to the
provisions of Clause 12.1.1 (Mitigation), the office notified by it to the Agent in writing prior
to the date hereof (or, in the case of a Transferee, at the end of the Transfer Certificate to
which it is a party as Transferee) or such other office as it may from time to time select by
notice to the Agent.
	 
	 	 	“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the
Agent and the Borrower setting out any of the fees referred to in Clause 18 (Fees).
	 
	 	 	“Finance Documents” means this Agreement, the Fee Letters together with such other documents as
may be agreed in writing by the Agent and the Borrower.
	 
	 	 	“Finance Party” means the Agent, the Arranger or any Lender.

	 
	 	 	“Financial
Indebtedness” means any indebtedness for or in respect of:






	 	(a)	 	moneys borrowed;
	 
	 	(b)	 	any amount raised by acceptance under any acceptance credit facility or dematerialised
equivalent;
	 
	 	(c)	 	any amount raised pursuant to any note purchase facility or the issue of bonds, notes,
debentures, loan stock or any similar instrument;
	 
	 	(d)	 	the amount of any liability in respect of any lease or hire purchase contract which would, in
accordance with GAAP, be treated as a finance or capital lease;
	 
	 	(e)	 	receivables sold or discounted (other than any receivables to the extent they are sold on a
non-recourse basis);
	 
	 	(f)	 	any amount raised under any other transaction (including any forward sale or purchase
agreement) having the commercial effect of a borrowing;
	 
	 	(g)	 	any derivative transaction entered into in connection with protection against or benefit from
fluctuation in any rate or price (and, when calculating the value of any derivative
transaction, only the marked to market value shall be taken into account);
	 
	 	(h)	 	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or
documentary letter of credit or any other instrument issued by a bank or financial
institution;
	 
	 	(i)	 	any amount raised by the issue of redeemable shares;




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	 	(j)	 	any amount of any liability under an advance or deferred purchase agreement
if one of the primary reasons behind the entry into this agreement is to raise finance;
	 
	 	(k)	 	(without double counting) the amount of any liability in respect of any guarantee or
indemnity for any of the items referred to in paragraphs (a) to (j) above.






	 	 	“FSA Handbook” means the UK Financial Services Authority Handbook of Rules and Guidance (as
amended from time to time).
	 
	 	 	“Funds at Lloyd’s” or “FAL” has the meaning given to it under paragraphs 16 and 17 of the
Membership Byelaw (No. 5 of 2005).
	 
	 	 	“GAAP”
 has the meaning given to such term in the U.S. Facility Agreement.
	 
	 	 	“General Prudential Sourcebook” or “GENPRU” means the General Prudential Sourcebook for Banks,
Building Societies, Insurers and Investment Firms (as amended and replaced from time to time),
which forms part of the FSA Handbook.
	 
	 	 	“Group” means the Borrower and its subsidiaries for the time being.
	 
	 	 	“HCC Re” means
HCC Reinsurance Company Limited.
	 
	 	 	“HCC Re FAL” means such part of the Account Party’s Funds at Lloyd’s as is provided to Lloyd’s by
HCC Re on behalf of the Account Party with respect to the Managed Syndicates, being £943,658.32 in
cash and $10,500,000 and £614,873.80 general deposit investments as at 30 October 2009, until such
time as that cash and those investments cease to be part of the Account Party’s Funds at Lloyd’s.
	 
	 	 	“Insurance Company Subsidiary” means any of the Insurance Company Subsidiaries as defined in the
U.S. Facility Agreement.
	 
	 	 	“Insurers Prudential Sourcebook” or “INSPRU” means the Prudential Sourcebook for Insurers (as
amended and replaced from time to time), which forms part of the FSA Handbook.
	 
	 	 	“Interest Period” means in relation to an Unpaid Sum, each period determined in accordance with
Clause 20 (Default Interest and Break Costs).
	 
	 	 	“IRS” means the United States Internal Revenue Service or any successor.
	 
	 	 	“Lender” means;






	 	(a)	 	an Original Lender as named in Schedule 1 (The Original Lenders); or
	 
	 	(b)	 	any financial institution which has become a party hereto in accordance with Clause 30
(Assignments and Transfers),






	 	 	and which has not ceased to be a party hereto in accordance with the terms hereof.




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	 	 	“Letter of Credit” means a letter of credit issued or to be issued pursuant to Clause 3
(Availability and Utilisation of the Facility) substantially in the form set out in Schedule 4
(Form of Letter of Credit) or in any other form requested by the Borrower and agreed by the Agent
(with the prior consent of the Lenders).
	 
	 	 	“Letter of Credit Commission Rate” means 0.90 per cent. per annum. “LIBOR” means:






	 	(a)	 	the applicable Screen Rate; or
	 
	 	(b)	 	(if no Screen Rate is available for the currency or interest period of the relevant sum) the
arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent
at its request quoted by the Reference Banks to leading banks in the London interbank market,






	 	 	as of the Specified Time on the Quotation Date for the offering of deposits in the currency of the
relevant sum and for a period comparable to the relevant interest period for that sum.
	 
	 	 	“LMA” means the Loan Market Association.
	 
	 	 	“Lloyd’s” means the Society incorporated by Lloyd’s Act 1871 by the name of Lloyd’s.
	 
	 	 	“Lloyd’s Deposit” has the meaning given to such expression in paragraph 1 of the Definitions
Byelaw (No. 7 of 2005).
	 
	 	 	“Managed Syndicate” means each of syndicate 4040 and syndicate 4141 at Lloyd’s (including, if any
such syndicate merges, any successor), under the management of the Managing Agent.
	 
	 	 	“Managing Agent” means HCC Underwriting Agency Ltd.
	 
	 	 	“Mandatory Cost” means in relation to any Unpaid Sum the percentage rate per annum calculated by
the Agent in accordance with Schedule 6 (Mandatory Cost Formulae).
	 
	 	 	“Margin Stock” means margin stock or “margin security” within the meaning of Regulations T, U and
X.
	 
	 	 	“Material Adverse Effect” means a material adverse effect on:






	 	(a)	 	the business, operations, property or condition (financial or otherwise) of the Group (taken
as a whole);
	 
	 	(b)	 	the ability of the Borrower to perform its material or payment obligations under the Finance
Documents; or
	 
	 	(c)	 	the validity or enforceability of the Finance Documents or the rights or remedies of any
Finance Party under the Finance Documents.




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	 	 	“Member” means a Corporate Member or a Name.
	 
	 	 	“Multiemployer Plan” means a “multiemployer plan” (as defined in Section (3)(37) of ERISA)
contributed to for any employees of the Borrower or any ERISA Affiliate.
	 
	 	 	“Name” means an individual member of Lloyd’s.
	 
	 	 	“Notice of Termination” means a notice of the kind defined in Clause 4.1 (Availability and
Termination Provisions).
	 
	 	 	“Optional Currency” means a currency (other than the Base Currency) which complies with the
conditions set out in Clause 2.7 (Conditions relating to Optional Currencies).
	 
	 	 	“Original Financial Statements” means the audited consolidated financial statements of the Group
for its financial year ended 31 December 2008.
	 
	 	 	“Outstandings” means, the Base Currency Amount in respect of each outstanding Letter of Credit.
	 
	 	 	“Participating Member State” means any member state of the European Communities that adopts or has
adopted the euro as its lawful currency in accordance with legislation of the European Community
relating to Economic and Monetary Union.
	 
	 	 	“Party” means a party to this Agreement.
	 
	 	 	“PBGC” means the U.S. Pension Benefit Guaranty Corporation, or any entity succeeding to all or any
of its functions under ERISA.
	 
	 	 	“Property” means any interest in any kind of property, right or asset, whether real or personal,
tangible or intangible.
	 
	 	 	“Quarterly Monitoring Return” means the quarterly monitoring return produced for Lloyd’s in
respect of a Managed Syndicate.
	 
	 	 	“Quotation Date” means, in relation to any period for which an interest rate is to be determined:






	 	(a)	 	(if the currency is domestic sterling) the first day of that period;
	 
	 	(b)	 	(if the currency is euro) two TARGET Days before the first day of that period; or
	 
	 	(c)	 	(for any other currency) two Business Days before the first day of that period,






	 	 	unless market practice differs in the Relevant Interbank Market for a currency, in which case the
Quotation Date for that currency will be determined by the Agent in accordance with market
practice in the Relevant Interbank Market (and if quotations would normally be given by leading
banks in the Relevant Interbank Market on more than one day, the Quotation Date will be the last
of those days).




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	 	 	“Rating” means:






	 	(a)	 	in the case of Standard and Poor’s:






	 	(i)	 	with respect to the Borrower, the Credit Rating (Local Currency); or
	 
	 	(ii)	 	with respect to HCC Re, the Financial Strength Rating; and






	 	(b)	 	in the case of A.M. Best, with respect to any Insurance Company Subsidiary (other than HCC
Re), the Best’s Financial Strength Rating.






	 	 	“Realistic Disaster Scenario” means any realistic disaster scenario presented in a business plan
prepared in relation to a Managed Syndicate under paragraph 14 of the Underwriting Byelaw (No. 2
of 2003) which shows the potential impact upon the Managed Syndicate of a catastrophic event.
	 
	 	 	“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any
part of the Charged Property.
	 
	 	 	“Reference Banks” means, in relation to LIBOR, the principal London offices of Barclays Bank PLC
and The Royal Bank of Scotland and in relation to EURIBOR, the principal London offices of Barclays
Bank PLC and The Royal Bank of Scotland or such other banks as may be appointed by the Agent in
consultation with the Borrower.
	 
	 	 	“Regulations T, U and X” means, respectively, Regulations T, U and X of the Board of Governors of
the Federal Reserve System of the United States (or any successor) as now and from time to time in
effect from the date of this Agreement.
	 
	 	 	“Relevant Interbank Market” means in relation to euro, the European interbank market, and, in
relation to any other currency, the London interbank market.
	 
	 	 	“Repeated Representations” means:






	 	(a)	 	on the Utilisation Date, each of the Representations; and
	 
	 	(b)	 	on all other dates on which Representations are repeated, each of the Representations
set out in Clause 14.1 (Status) to Clause 14.7 (Account Party), Clause 14.10 (No Default)
and Clause 14.13 (Pari passu ranking) to Clause 14.19 (Taxation).






	 	 	“Representations” means each of the representations set out in Clause 14 (Representations).
	 
	 	 	“Screen Rate” means:






	 	(a)	 	in relation to LIBOR, the British Bankers’ Association Interest Settlement Rate for the
relevant currency and period; and
	 
	 	(b)	 	in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of
the European Union for the relevant period,




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	 	 	displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service
ceases to be available, the Agent may specify another page or service displaying the appropriate
rate after consultation with the Borrower and the Lenders.
	 
	 	 	“SEC” means the United States Securities and Exchange Commission or any successor thereto.
	 
	 	 	“Security” means a mortgage, charge, pledge, lien or other encumbrance securing any obligation of
any person or any arrangement having a similar effect.
	 
	 	 	“Security Documents” means any document designated as such by the Agent and the Borrower, creating
or expressed to create, any Security over all or part of its assets in respect of the obligations
of the Borrower under the Finance Documents. For the avoidance of doubt, there are no Security
Documents as at the date of this Agreement.
	 
	 	 	“Secured Obligation” means all obligations at any time due, owing or incurred by the Borrower to
any Secured Party under the Finance Documents, whether present or future, actual or contingent.
	 
	 	 	“Secured Parties” means the Trustee, the Receiver or Delegate, the Agent and each Lender from time
to time party to this Agreement.
	 
	 	 	“Specified Time” means 11.00 a.m. London time on the Quotation Date.
	 
	 	 	“Standard and Poor’s” means Standard and Poor’s Rating Services, a division of The McGraw Hill
Companies, Inc.
	 
	 	 	“Subordinated Funds at Lloyd’s” shall have the meaning ascribed to it in Clause 2.4 (Ranking of
Funds at Lloyd’s).
	 
	 	 	“Syndicate Arrangement” means any arrangement entered into by a managing agent at Lloyd’s on
behalf of the Account Party together with the other members of a syndicate with respect to
financing or reinsurance for the purposes of or in connection with the underwriting business
carried on by all such members of that syndicate.
	 
	 	 	“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment
system which utilises a single shared platform and which was launched on 19 November 2007.
	 
	 	 	“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.
	 
	 	 	“Term” means, save as otherwise provided herein:






	 	(a)	 	in relation to any Letter of Credit, the period from its Commencement Date until its Expiry
Date; and
	 
	 	(b)	 	in relation to an Unpaid Sum, any of those periods mentioned in Clause 20.1 (Default Interest
Periods).




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	 	 	“Total Commitments” means the aggregate of the Lenders’ Commitments, being $152,000,000 as at the
date of this Agreement.
	 
	 	 	“Transaction Security” means any Security created or expressed to be created in favour of the
Trustee pursuant to the Security Documents.
	 
	 	 	“Transferee” means a person to which a Lender seeks to transfer by novation all or part of such
Lender’s rights, benefits and obligations under the Finance Documents.
	 
	 	 	“Transfer Certificate” means a certificate substantially in the form set out in Schedule 7 (Form
of Transfer Certificate) or in any other form agreed between the Agent and the Borrower.
	 
	 	 	“Transfer Date” means in relation to any Transfer Certificate, the date for making of the Transfer
as specified in such Transfer Certificates.
	 
	 	 	“Unfunded Liabilities” means, with respect to any Employee Plan, at any time, the amount (if any)
by which (a) the present value of all benefits under such Employee Plan exceeds (b) the fair
market value of all Employee Plan assets allocable to such benefits, all determined as of the then
most recent actuarial valuation report for such Employee Plan, but only to the extent that such
excess represents a potential liability of any member of the Controlled Group to the PBGC or an
Employee Plan under Title IV of ERISA. With respect to Multiemployer Plans, the term “Unfunded
Liabilities” shall also include incurred withdrawal liability under Section 4201 of ERISA to any
Multiemployer Plans to which Borrower or any member of a Controlled Group for employees of the
Borrower contributes.
	 
	 	 	“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.
	 
	 	 	“Unreimbursed Amounts” means, collectively, as of any date of determination, all amounts drawn
under any Letter of Credit but not repaid on such date.
	 
	 	 	“U.S. Facility Agreement” means the $200,000,000 revolving loan agreement dated 24 November 2004 as
amended and restated from time to time, between, amongst others, the Borrower as borrower, Wells
Fargo Bank, National Association as administrative agent, lead arranger and lender, Wachovia Bank,
National Association as syndications agent and lender and The Royal Bank of Scotland as lender and,
in circumstances where the U.S. Facility Agreement has been repaid, prepaid, cancelled, terminated
and/or otherwise ceases to have effect and/or all or any of the defined terms used therein which
are referred to in this Agreement ceases to exist, the provisions of the U.S. Facility Agreement
and the relevant defined terms in effect immediately prior to such repayment, prepayment,
cancellation, termination or other cessation of effect or existence shall, for the purposes of this
Agreement only, be regarded as continuing and in full force and effect unless and until the Lenders
agree otherwise.
	 
	 	 	“U.S. Facility Obligor” means an Obligor under the U.S. Facility Agreement.










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	 	 	“U.S. Tax” means any federal, state, local income, gross receipts, license, premium,
windfall profits, customs duties, capital stock, franchise, profits, withholding, social
security (or similar), real property, personal property, sales, use, registration, value
added, alternative or add-on minimum, estimated or other tax of any kind whatsoever,
imposed by the U.S. including any interest, penalty or addition thereto, whether disputed
or not.
	 
	 	 	“Utilisation Date” means the date on which the relevant Letter of Credit is to be issued by
the Agent.
	 
	 	 	“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Form
of Utilisation Request).
	 
	1.2	 	Interpretation
	 
	 	 	Any reference in this Agreement to:






	 	1.2.1	 	any “Account Party”, the “Agent”, any “Finance Party”, any “Lender”, any
“Secured Party” and the “Trustee” shall be construed so as to include their and any
subsequent successors and permitted transferees in accordance with their respective
interests;
	 
	 	1.2.2	 	a “Clause” shall be construed as a reference to a clause hereof;
	 
	 	1.2.3	 	“continuing”, in relation to an Event of Default, shall be construed as a
reference to an Event of Default which has not been remedied or waived in accordance
with the terms hereof and, in relation to a Default, one which has not been remedied
within the relevant grace period or waived in accordance with the terms hereof;
	 
	 	1.2.4	 	the “equivalent” on any date in one currency (the “first currency”) of an
amount denominated in another currency (the “second currency”) shall be construed as a
reference to the amount of the first currency which could be purchased with the amount
of the second currency at the spot rate of exchange quoted by the Agent at or about
11.00 a.m. on such date for the purchase of the first currency with the second
currency;
	 
	 	1.2.5	 	“holding company” of a company or corporation shall be construed as a
reference to any other company or corporation in respect of which it is a subsidiary;
	 
	 	1.2.6	 	a “law” shall be construed as any law (including common or customary law),
statute, constitution, decree, judgment, treaty, regulation, directive, byelaw, order
or any other legislative measure of any government, supranational, local government,
statutory or regulatory body or court;
	 
	 	1.2.7	 	“Lloyd’s syndicate accounting rules” shall be construed as a reference to the
Lloyd’s syndicate accounting rules within the meaning of the Definitions Byelaw (No. 7
of 2005);






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	 	1.2.8	 	a “month” shall be construed as a reference to a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next succeeding calendar month
save that:






	 	(a)	 	if any such numerically corresponding day is not a Business Day, that period
shall end on the next succeeding Business Day to occur in that next succeeding
calendar month or, if there is none, shall end on the immediately preceding Business
Day; and
	 
	 	(b)	 	if there is no numerically corresponding day in that next succeeding calendar
month, that period shall end on the last Business Day in that next succeeding calendar
month;






	 	1.2.9	 	“permitted under the U.S. Facility Agreement” shall be construed to include acts,
omissions and events:






	 	(a)	 	expressly permitted by the wording of the U.S. Facility Agreement; or
	 
	 	(b)	 	permitted by such prior written consent of the Lenders, as defined in the
U.S. Facility Agreement, as may be necessary thereunder;






	 	1.2.10	 	a “person” shall be construed as a reference to any person, firm, company, corporation,
government, state or agency of a state or any association, trust or partnership (whether or
not having separate legal personality) or two or more of the foregoing;
	 
	 	1.2.11	 	a “Schedule” shall, subject to any contrary indication, be construed as a reference to a
schedule hereto;
	 
	 	1.2.12	 	a “subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act
2006;
	 
	 	1.2.13	 	a “successor” of any party shall be construed so as to include an assignee or successor in
title of such party and any person which under the laws of its jurisdiction of
incorporation or domicile has assumed the rights and obligations of such party
under this Agreement or to which, under such laws, those rights and obligations have been
transferred;
	 
	 	1.2.14	 	a “syndicate” shall be construed as a reference to a group of Members or a single Corporate
Member underwriting insurance business at Lloyd’s through the agency of a managing agent to
which a particular syndicate number is assigned by the Council of Lloyd’s;
	 
	 	1.2.15	 	“Tax” shall be construed so as to include any tax, levy, impost, duty or other charge or
withholding of a similar nature (including any penalty or interest payable in connection with
any failure to pay or any delay in paying any of the same);




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	 	1.2.16	 	“U.S.” and “United States” means the United States of America,
its territories, possessions and other areas subject to the jurisdiction of the
United States of America;
	 
	 	1.2.17	 	“VAT” shall be construed as a reference to value added tax provided for in the Value
Added Tax Act 1994 including any similar tax which may be imposed in place thereof from
time to time;
	 
	 	1.2.18	 	the “winding up”, “dissolution” or “administration” of a company or
corporation shall be construed so as to include any equivalent or analogous proceedings
under the law of the jurisdiction in which such company or corporation is incorporated
or any jurisdiction in which such company or corporation carries on business including
the seeking of liquidation, winding up, reorganisation, dissolution, administration,
arrangement, adjustment and protection or relief of debtors; and
	 
	 	1.2.19	 	a “year” shall, except when used to refer to a year of account or a financial year,
be construed as a reference to a calendar year.






	1.3	 	Currency
	 
	 	 	In this Agreement:






	 	1.3.1	 	“$” and “dollars” denote the lawful currency for the time being of the United
States of America;
	 
	 	1.3.2	 	“£” and “sterling” denote the lawful currency of the United Kingdom; and
	 
	 	1.3.3	 	“€” and “euro” denote the single currency unit of the Participating Member
States.






	1.4	 	Agreements, Statutes and Byelaws
	 
	 	 	Any reference in this Agreement to:






	 	1.4.1	 	the consent of the Agent shall be construed as the consent of the Agent acting
in accordance with the prior instructions of the Lenders, unless otherwise stated and
that the Borrower shall be entitled to assume that the Agent is so acting;
	 
	 	1.4.2	 	this Agreement or any other agreement or document shall be construed as a
reference to this Agreement or, as the case may be, such other agreement or document as
the same may have been, or may from time to time be, amended, varied, novated or
supplemented;
	 
	 	1.4.3	 	a statute or statutory instrument shall be construed as a reference to that
statute or statutory instrument as the same may have been, or may from time to time be,
amended or, in the case of a statute, re-enacted;
	 
	 	1.4.4	 	a time of day is a reference to London time; and




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	 	1.4.5	 	a byelaw shall be construed as a reference to a byelaw made under Lloyd’s
Acts 1871 to 1982 as the same may have been, or may from time to time be, amended
or replaced.






	1.5	 	Headings
	 
	 	 	Clause and Schedule headings herein are for ease of reference only.
	 
	1.6	 	Gender
	 
	 	 	Words herein importing one gender shall include the other genders.
	 
	1.7	 	Singular and Plural
	 
	 	 	Words herein denoting the singular number only shall include the plural number also
and vice versa.
	 
	1.8	 	Third Party Rights
	 
	 	 	A person who is not a party to this Agreement has no right under the Contract (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement.
	 
	2.	 	THE FACILITY
	 
	2.1	 	Grant of the Facility
	 
	 	 	Subject to the terms of this Agreement, the Lenders grant to the Borrower on behalf of the
Account Party, upon the terms and subject to the conditions hereof, a multicurrency standby
letter of credit facility in an aggregate amount equal to the Total Commitments.
	 
	2.2	 	Purpose and Application
	 
	 	 	The Facility is made available for the purpose of enabling Funds at Lloyd’s to be provided
for the general business at Lloyd’s of the Account Party for the 2010 year of account (and
any other prior open year of account) and, accordingly, the Borrower shall ensure that all
Letters of Credit will form part of the Lloyd’s Deposit of the Account Party and the Lenders
shall not be obliged to concern themselves with such application.
	 
	2.3	 	Initial Conditions Precedent
	 
	 	 	Save as the Lenders may otherwise agree, the Borrower may not deliver a Utilisation Request
unless the Agent has confirmed to the Borrower and each of the Lenders that it has received
all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) and
that each is, in form and substance, satisfactory to the Agent, such confirmation to be
given promptly by the Agent upon receipt of such documents and other evidence.
	 
	2.4	 	Ranking of Funds at Lloyd’s
	 
	 	 	It is acknowledged by the parties hereto that, subject to the duties of Lloyd’s as trustee
of all Funds at Lloyd’s and to any conditions and requirements prescribed under the
Membership Byelaw (No. 5 of 2005) which are for the time being applicable, the Facility
will provide Funds at Lloyd’s for the Account Party which, to the extent that the Borrower
is able to procure the same upon and subject to the terms of this






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	 	 	Agreement, shall rank senior to all other Funds at Lloyd’s of the Account Party from time
to time other than the HCC Re FAL (the “Subordinated Funds at Lloyd’s”).






	2.5	 	Application of Funds at Lloyd’s
	 
	 	 	The Borrower shall use all reasonable endeavours to ensure that the Subordinated Funds at
Lloyd’s of the Account Party (if any) are applied to the fullest extent possible before any
payment is requested under a Letter of Credit (including, without limitation, obtaining a
letter of comfort and a reimbursement agreement with respect to the order of application of
Funds at Lloyd’s, each in a form and substance satisfactory to the Lenders).
	 
	2.6	 	Further conditions precedent
	 
	 	 	The Agent will only be obliged to comply with Clause 3.3 (Issue of Letters of Credit) if on
the date of the Utilisation Request and on the proposed Utilisation Date:






	 	2.6.1	 	no Default is continuing or would result from the issue of the proposed Letter
of Credit;
	 
	 	2.6.2	 	the Repeated Representations are true in all material respects;






	2.7	 	Conditions relating to Optional Currencies






	 	2.7.1	 	A currency will constitute an Optional Currency in relation to a proposed
Letter of Credit if:






	 	(a)	 	it is readily available in the amount required and freely
convertible into the Base Currency in the Relevant Interbank Market on the
Utilisation Date for that proposed Letter of Credit; and
	 
	 	(b)	 	has been approved by the Agent (acting on the instructions of
all the Lenders) on or prior to receipt by the Agent of the relevant
Utilisation Request for that proposed Letter of Credit.






	 	2.7.2	 	If the Agent has received a written request from the Borrower for a currency
to be approved under paragraph 2.7.1(b) above, the Agent will confirm to the Borrower
by the date falling six Business Days before the proposed Utilisation Date:






	 	(a)	 	whether or not the Lenders have granted their approval; and
	 
	 	(b)	 	if approval has been granted, the minimum amount for any
subsequent Utilisation in that currency.






	2.8	 	Finance Parties’ rights and obligations






	 	2.8.1	 	The obligations of each Finance Party under the Finance Documents are
several. Failure by a Finance Party to perform its obligations under the Finance
Documents does not affect the obligations of any other party under the Finance
Documents. No Finance Party is responsible for the obligations of any other Finance
Party under the Finance Documents.




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	 	2.8.2	 	The rights of each Finance Party under or in connection with the Finance
Documents are separate and independent rights and any debt arising under the
Finance Documents to a Finance Party from the Borrower shall be a separate and
independent debt.
	 
	 	2.8.3	 	A Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce its rights under the Finance Documents.






	2.9	 	Cancellation of the Letters of Credit under the Existing L/C Facilities
	 
	 	 	The Borrower shall procure that, on and with effect from the Commencement Date of the first
Letter of Credit, the actual and contingent liabilities under any letter of credit issued
under the Existing L/C Facilities shall be reduced to zero provided that this Clause shall
not prevent the issue of a Letter of Credit under this Agreement before such a reduction if
the validity or commencement of the Letter of Credit to be issued is conditional on the
release of all outstanding letters of credit issued under the Existing L/C Facilities.
	 
	3.	 	AVAILABILITY AND UTILISATION OF THE FACILITY
	 
	3.1	 	Availability Periods
	 
	 	 	Save as otherwise provided in this Clause 3, all requests by the Borrower for the issue of a
Letter of Credit or the amendment of a Letter of Credit by increasing the amount thereof
shall be made during the Availability Period and the Available Commitment of a Lender shall
at the end of the Availability Period be reduced to zero.
	 
	3.2	 	Utilisation Conditions
	 
	 	 	Save as otherwise provided herein, a Letter of Credit will be issued or amended by
increasing the amount thereof at the request of the Borrower during the Availability Period
if:






	 	3.2.1	 	not less than five Business Days (or such lesser number of Business Days as
the Agent and the Lenders may agree) before the proposed Utilisation Date, the Agent
has received a duly completed Utilisation Request from the Borrower;
	 
	 	3.2.2	 	the proposed Utilisation Date is a Business Day falling within the
Availability Period;
	 
	 	3.2.3	 	the proposed amount of the Letter of Credit or the proposed increase in the
amount thereof is:






	 	(a)	 	if the currency selected is the Base Currency (i) not less
than $5,000,000 or (ii) (where the Available Facility is less than $5,000,000)
equal to the Available Facility; and
	 
	 	(b)	 	if the currency selected is an Optional Currency, the minimum
amount specified by the Agent pursuant to paragraph 2.7.2(b) above of Clause
2.7 (Conditions relating to Optional Currencies) or, if less, the
Available Facility; and;




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	 	(c)	 	in any event such that its Base Currency Amount is less than or
equal to the Available Facility;






	 	3.2.4	 	the proposed initial Term of the Letter of Credit is (subject to the terms
thereof) at least four years and its Expiry Date is no later than 31 December 2013;
	 
	 	3.2.5	 	the delivery instructions for the Letter of Credit are specified;
	 
	 	3.2.6	 	as a result of the proposed Letter of Credit being issued, Outstandings will
not exceed the Total Commitments; and
	 
	 	3.2.7	 	as a result of the proposed Letter of Credit being issued, participation in
the Letter of Credit by any Lender will not cause its Commitment to be exceeded; and
	 
	 	3.2.8	 	the beneficiary of the Letter of Credit is Lloyd’s.






	3.3	 	Completion of Letters of Credit






	 	3.3.1	 	If the conditions set out in this Agreement have been met, the Agent shall
notify the Lenders of the Utilisation Request and confirm satisfaction of such
conditions and the Agent is hereby authorised to arrange for the issue or amendment of
any Letter of Credit by:






	 	(a)	 	completing the Commencement Date and the Expiry Date of such
Letter of Credit;
	 
	 	(b)	 	completing the schedule to such Letter of Credit with the
percentage participation of each Lender as allocated pursuant to the terms
hereof;
	 
	 	(c)	 	(in the case of an amendment increasing the amount thereof)
amending such Letter of Credit in such manner as Lloyd’s may agree; and
	 
	 	(d)	 	executing such Letter of Credit on behalf of each Lender and
following such execution delivering such Letter of Credit to Lloyd’s on the
Utilisation Date.






	 	3.3.2	 	The Agent shall notify each Lender, no later than two Business Days prior to
the proposed Utilisation Date (or by such shorter time as may be agreed to by all of
the Lenders), of the Letter of Credit that is to be issued by the Agent on behalf of
the Lenders, the proposed Term, the aggregate principal amount of the Letter of Credit
and the amount of the Letter of Credit allocated to such Lender pursuant to this
Agreement.
	 
	 	3.3.3	 	Each Lender will participate in each Letter of Credit through its Facility
Office in the proportion borne by its Available Commitment to the Available Facility
immediately prior to the issue of each such Letter of Credit.






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	3.4	 	Letter of Credit Commission
	 
	 	 	The Borrower shall pay to the Agent on account of each Lender, in respect of each Letter of
Credit issued under this Agreement, a letter of credit commission on the Outstandings in
dollars at the Letter of Credit Commission Rate, such letter of credit commission to be paid
quarterly in advance in respect of each successive period of three months ending on 31
March, 30 June, 30 September and 31 December of year (or such shorter period as shall end on
the applicable Expiry Date or the date on which a cancellation of that Letter of Credit
becomes effective) starting on the Commencement Date for such Letter of Credit and to be
paid within five Business Days of the Agent notifying the Borrower of the amount of the
letter of credit commission for the relevant period.
	 
	3.5	 	Commitment Commission
	 
	 	 	The Borrower shall pay to the Agent on account of each Lender a commitment commission in
dollars calculated on a daily basis at the rate of 0.15 per cent. per annum by reference to
the amount of the unutilised and uncancelled Base Currency Amount of the Facility
calculated on a daily basis and payable quarterly in arrears on the last day of each
successive period of three months which ends during the Availability Period and on the last
day of such period.
	 
	4.	 	LETTERS OF CREDIT UNDER THE FACILITY
	 
	4.1	 	Availability and Termination Provisions
	 
	 	 	Each Party hereto acknowledges that each Letter of Credit has an initial Term of not less
than four years and shall remain in force until, on or after the date of its issue but on or
prior to 31 December of any year for which the Letter of Credit is in force, not less than
four years notice is given in accordance with the terms thereof (a “Notice of Termination”)
that such Letter of Credit will be terminated on the date specified in the notice.
	 
	4.2	 	Notice of Termination
	 
	 	 	The Agent covenants that it shall give a Notice of Termination to Lloyd’s in respect of any
Letter of Credit issued hereunder prior to 31 December 2009, so that each such Letter of
Credit expires on 31 December 2013 (whereupon the maximum contingent liabilities of each
Lender are reduced to zero).
	 
	4.3	 	Applied Letters of Credit
	 
	 	 	If, notwithstanding the provisions of Clause 2.5 (Application of Subordinated Funds at
Lloyd’s), any sum is paid under a Letter of Credit (an “Applied Letter of Credit”) before
the Subordinated Funds at Lloyd’s of the Account Party have been applied to the fullest
extent possible, the Borrower shall, to any extent necessary to facilitate the
indemnification of each Lender under Clause 5.2 (Borrower’s Indemnity to the Lenders), use
all reasonable endeavours to procure the release by Lloyd’s of the Subordinated Funds at
Lloyd’s and (subject to the Agent receiving confirmation that no Default or Event of
Default is then continuing):




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	 	4.3.1	 	a supplementary Letter of Credit will be issued in an amount equal to the sum
paid under the Applied Letter of Credit and having an Expiry Date which is the same
as that of the Applied Letter of Credit; or
	 
	 	4.3.2	 	the Applied Letter of Credit will be amended by increasing the amount thereof
by an amount equal to the sum so paid,






	 	 	provided that the Agent, on behalf of the Lenders, has received written confirmation from
Lloyd’s that (a) such supplementary Letter of Credit or increase in the amount of the
Applied Letter of Credit is conditional upon the release of the Subordinated Funds at
Lloyd’s; and (b) the released Subordinated Funds at Lloyd’s will be paid directly to the
Agent on behalf of the Lenders without deduction.
	 
	5.	 	BORROWER’S LIABILITIES IN RELATION TO LETTERS OF CREDIT
	 
	5.1	 	Immediately payable
	 
	 	 	If a demand is made by Lloyd’s under a Letter of Credit, the Agent shall promptly notify
the Borrower and the Lenders.
	 
	5.2	 	Borrower’s Indemnity to Lenders
	 
	 	 	The Borrower shall irrevocably and unconditionally as a primary obligation indemnify
(within three Business Days’ of demand by the Agent) each Lender against:






	 	5.2.1	 	any sum paid or due and payable by such Lender under any Letter of Credit; and
	 
	 	5.2.2	 	all liabilities, costs (including, without limitation, any costs incurred
in funding any amount which falls due from such Lender under or in connection with such
Letter of Credit), claims, losses and expenses which such Lender may at any time
reasonably incur or sustain in connection with any Letter of Credit.






	5.3	 	Preservation of Rights
	 
	 	 	Neither the obligations of the Borrower set out in this Clause 5 nor the rights, powers and
remedies conferred on any Lender by this Agreement or by law shall be discharged, impaired
or otherwise affected by:






	 	5.3.1	 	the winding up, dissolution, administration or reorganisation of any Lenders
or any other person or any change in its status, function, control or
ownership;
	 
	 	5.3.2	 	any of the obligations of any Lenders or any other person hereunder or under
any Letter of Credit or under any other security taken in respect of the Borrower’s
obligations hereunder or otherwise in connection with the Letter of Credit being or
becoming illegal, invalid, unenforceable or ineffective in any respect;




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	 	5.3.3	 	time or other indulgence being granted or agreed to be granted to the Lenders
or any other person in respect of its obligations hereunder or under or in
connection with any Letter of Credit or under any such other security;
	 
	 	5.3.4	 	the amendment to, or any variation, waiver or release of, any obligation of
any Lender or any other person under any Letter of Credit or this Agreement; or
	 
	 	5.3.5	 	any other act, event or omission which, but for this Clause 5, might operate
to discharge, impair or otherwise affect any of the obligations of the Borrower set out
in this Clause 5 or any of the rights, powers or remedies conferred upon any Lender by
this Agreement or by law.






	 	 	The obligations of the Borrower set out in this Clause 5 shall be in addition to and
independent of every other security which any Lenders may at any time hold in respect of
the Borrower’s obligations hereunder.
	 
	5.4	 	Settlement Conditional
	 
	 	 	Any settlement or discharge between the Borrower and the Lenders shall be conditional upon
no security or payment to such Lender by the Borrower, or any other person on behalf of the
Borrower, being avoided or reduced by virtue of any laws relating to bankruptcy,
insolvency, liquidation or similar laws of general application and, if any such security or
payment is so avoided or reduced, such Lender shall be entitled to recover the value or
amount by which such security or payment from the Borrower is so avoided or reduced
subsequently as if such settlement or discharge had not occurred.
	 
	5.5	 	Right to make Payments under Letters of Credit
	 
	 	 	Each Lender shall be entitled to make any payment in accordance with the terms of the
relevant Letter of Credit without any reference to or further authority from the Borrower
or any other investigation or enquiry. The Borrower irrevocably authorises each Lender to
comply with any demand under a Letter of Credit which is valid on its face.
	 
	6.	 	RATINGS DOWNGRADE
	 
	6.1	 	Notification of rating
	 
	 	 	The Borrower shall immediately notify the Agent of any change in the rating assigned to it
by Standard and Poor’s or to any Insurance Company Subsidiary by A.M. Best.
	 
	6.2	 	Action upon Ratings Downgrade
	 
	 	 	If at any time:






	 	6.2.1	 	the Rating assigned to the Borrower by Standard and Poor’s is lower than A-;
	 
	 	6.2.2	 	the Rating assigned to HCC Re by Standard and Poor’s is lower than A-;
	 
	 	6.2.3	 	the Rating assigned to any Insurance Company Subsidiary (other than HCC Re and
the companies referred to in paragraphs 6.2.4 and 6.2.5 below) by A.M. Best is lower
than A;






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	 	6.2.4	 	the Rating assigned to American Contractors Indemnity Company, United States
Surety Company or Perico Life Insurance Company is lower than B++; or
	 
	 	6.2.5	 	the Rating assigned to Pioneer General Insurance Company by A.M. Best is lower
than B+,






	 	 	(each a “Ratings Downgrade”) then the Borrower shall either:






	 	(a)	 	within:






	 	(i)	 	3 Business Days of the relevant Ratings Downgrade deposit, or
procure the deposit of, cash or other assets with Lloyd’s in the amount
necessary to secure the return of each Letter of Credit issued under this
Agreement, such deposit to be made in exchange for an appropriate undertaking
from Lloyd’s that each such Letter of Credit will be returned in due course
(and promptly thereafter, deliver to the Agent evidence satisfactory to the
Agent, that such deposit has occurred and such undertaking has been obtained);
and
	 
	 	(ii)	 	15 Business Days of the relevant Ratings Downgrade, procure that:






	 	(1)	 	each Letter of Credit issued under this Agreement
is returned by Lloyd’s to the Agent; or
	 
	 	(2)	 	the liabilities of the Lenders under each Letter
of Credit are otherwise reduced to zero to the satisfaction of the
Lenders






	 	 	 	(a “Letter of Credit Cancellation”); or
	 
	 	(b)	 	if it can demonstrate, to the reasonable satisfaction of the Lenders, that the
lenders under the U.S. Facility Agreement have provided their consent, within 3
Business Days of the relevant Ratings Downgrade, provide Cash Collateral to the Trustee
in an amount equal to the Outstandings at such time.






	 	 	For the avoidance of doubt, if the Borrower neither provides Cash Collateral nor effects a
Letter of Credit Cancellation in accordance with the terms of paragraphs (a) and (b) above,
this shall constitute an immediate Event of Default pursuant to Clause 17.3 (Specific
Covenants).
	 
	6.3	 	Further Letters of Credit
	 
	 	 	For so long as any of the circumstances described in sub-clauses 6.2.1 to 6.2.5 above are in
existence, the Borrower may not submit a Utilisation Request and no Lender shall be obliged
to participation in any further Letter of Credit under this Agreement.
	 
	6.4	 	Repayment of Cash Collateral
	 
	 	 	If, following the provision of Cash Collateral to the Trustee in accordance with Clause 6.2
(Action upon Ratings Downgrade) above:






	 	6.4.1	 	the Rating assigned to the Borrower by Standard and Poor’s is A- or better;




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	 	6.4.2	 	the Rating assigned to HCC Re by Standard and Poor’s is A- or better;
	 
	 	6.4.3	 	the Rating assigned to any Insurance Company Subsidiary (other than HCC Re and
the companies referred to in paragraphs 6.2.4 and 6.2.5 below) by A.M. Best is A or
better;
	 
	 	6.4.4	 	the Rating assigned to American Contractors Indemnity Company, United States
Surety Company or Perico Life Insurance Company is B++ or better; and
	 
	 	6.4.5	 	the Rating assigned to Pioneer General Insurance Company by A.M. Best is B+ or
better,






	 	 	the Trustee shall, upon three Business Days’ notice from the Borrower, repay such Cash
Collateral to the Borrower.
	 
	7.	 	CANCELLATION AND PREPAYMENT
	 
	7.1	 	Cancellation of the Available Facility
	 
	 	 	The Borrower may, by giving to the Agent not less than 10 Business Days’ prior notice to
that effect, cancel the whole or any part (being a minimum amount of $5,000,000) of the
Available Facility and no amount so cancelled may be subsequently reinstated. Any
cancellation under this Clause 7.1 shall reduce the Commitment and the Available Commitment
of each Lender rateably.
	 
	7.2	 	Cancellation of Letters of Credit
	 
	 	 	The Borrower may give the Agent not less than 10 Business Days’ prior notice of its
intention to procure that the liability of each Lender under any Letter of Credit is
reduced to zero (whereupon it shall do so).
	 
	7.3	 	Notice of Cancellation
	 
	 	 	Any notice of cancellation given by the Borrower pursuant to this Clause 7 shall be
irrevocable, shall specify the date upon which such cancellation is to be made and the
amount of such cancellation and shall oblige the Borrower to procure such cancellation on
such date.
	 
	7.4	 	Notice of Removal of a Lender
	 
	 	 	If:






	 	7.4.1	 	any Lender ceases to be an Approved Credit Institution;
	 
	 	7.4.2	 	any sum payable to any Lender by the Borrower is required to be increased
pursuant to Clause 9 (Taxes); or
	 
	 	7.4.3	 	any Lender claims indemnification from the Borrower under Clause 9.2 (Tax
Indemnity) or Clause 11 (Increased Costs),






	 	 	the Borrower may, whilst such circumstance continues, give the Agent at least ten Business
Days’ notice (which notice shall be irrevocable) of its intention to cancel the Commitment
of such Lender.




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	7.5	 	Removal of a Lender
	 
	 	 	On the day the notice referred to in Clause 7.4 (Notice of Removal of a Lender) expires the
Borrower at whose request a Letter of Credit has been issued shall procure that such
Lender’s Proportion of each relevant Letter of Credit be reduced to zero (by reduction of
the amount of such Letter of Credit in an amount equal to such Lender’s Proportion).
	 
	7.6	 	No Further Availability
	 
	 	 	A Lender for whose account a cancellation is to be made under Clause 7.4 (Notice of Removal
of a Lender) shall not be obliged to participate in any Letter of Credit on or after the
date upon which the Agent receives the Borrower’s notice of its intention to procure the
cancellation of such Lender’s share of the Outstandings, and such Lender’s Available
Commitment under the Facility shall be reduced to zero.
	 
	7.7	 	No Other Cancellation
	 
	 	 	The Borrower shall not cancel all or any part of the Outstandings except at the times and
in the manner expressly provided for in this Agreement.
	 
	8.	 	REDUCTION OF HCC RE FAL
	 
	 	 	The Borrower may at any time procure the release of the HCC Re FAL such that it shall no
longer constitute part of the Funds at Lloyd’s of the Account Party.
	 
	9.	 	TAXES
	 
	9.1	 	Tax Gross-Up






	 	9.1.1	 	All payments to be made by the Borrower to any Lender under the Finance
Documents shall be made free and clear of and without deduction for or on account of
Tax unless the Borrower is required to make such a payment subject to the deduction or
withholding of Tax, in which case the sum payable by the Borrower (in respect of which
such deduction or withholding is required to be made) shall be increased to the
extent necessary to ensure that such Lender receives a sum net of any deduction or
withholding equal to the sum which it would have received had no such deduction or
withholding been made or required to be made.
	 
	 	9.1.2	 	If the Borrower is required to make a tax deduction, the Borrower shall make
that tax deduction and any payment required in connection with that tax deduction
within the time allowed and in the minimum amount required by law.
	 
	 	9.1.3	 	The Borrower is not required to make an increased payment under Clause 9.1.2
to a Lender, if the tax deduction in question is in respect of Tax imposed by the
United Kingdom or the United States of America or any taxing authority of or in the
United States of America and, on the date on which the payment falls due:






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	 	(a)	 	the Borrower is able to demonstrate that the payment could have been made
to that Lender without the tax deduction had that Lender complied with its
obligations under Clause 9.1.5 below;
	 
	 	(b)	 	such Tax would not have been levied or imposed but for that Lender’s
failure to perform its obligations under Clause 9.1.4 below; or
	 
	 	(c)	 	such Tax would not have been levied or imposed but for that Lender
changing its Facility Office from that specified in Clause 33.2 (Addresses) other
than a change made pursuant to Clause 12.1.1 (Mitigation).






	 	9.1.4	 	Each Lender shall deliver to the Agent for transmission to the Borrower (and/or such other
persons as the Borrower designates) two copies (or such other number as may be specified by
the Borrower in order to comply with then applicable requirements of U.S. law) of duly
executed U.S. Internal Revenue Service Forms W-8BEN, W-8ECI, W-8IMY or any successor to any
such form (and, where any Lender is claiming exemption from U.S. federal income and
withholding tax under Section 871(h) or 881(c) of the U.S. Tax Code a statement that it is not
a person described in Section 881(c)(3) of the U.S. Tax Code) but only so long as that Lender
remains lawfully able to do so, and/or such other forms, certificates and documentation upon
request of the Borrower as may be necessary or appropriate to establish, in each case, that it
is entitled to receive payments under the Finance Documents without a tax deduction for U.S.
federal income or withholding tax or with a tax deduction at a reduced rate. A Lender shall
deliver the forms, certificates and documentation described in this Clause 9.1.4 to the Agent
for transmission to the Borrower at the following times:






	 	(a)	 	on or prior to becoming a party to this Agreement;
	 
	 	(b)	 	upon change in circumstances requiring a new or additional form,
certificate or documentation; and
	 
	 	(c)	 	when reasonably requested by the Borrower.






	 	 	 	The Agent shall deliver each form, certificate and documentation described in this Clause
10.1.4 to the Borrower promptly following receipt.
	 
	 	9.1.5	 	The Borrower and the Lenders shall co-operate in good faith in completing any procedural
steps necessary for the Borrower to make payments to the Lenders without any withholding or
deduction for any Taxes. In particular, the Borrower agrees to provide such information in
respect of itself as may be reasonably requested by the Lenders in order for the Lenders to
comply with any administrative formalities required (including the completion and submission
to the taxation authority in each Lender’s country of residence, for the purpose of any
relevant double taxation treaty, of appropriate forms and documents) for the Lenders to be
exempt from withholding or deduction for




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	 	 	 	any Taxes under any double taxation treaty. Similarly, the Lenders undertake to
complete, file and/or provide any tax certificate or other document as may be
reasonably requested by the Borrower in writing in order for the Borrower to be
exempt from withholding or deduction for any Taxes under any double taxation
treaty.






	9.2	 	Tax Indemnity
	 
	 	 	Without prejudice to Clause 9.1 (Tax Gross-up), if any Lender is required to make any
payment of or on account of Tax on or in relation to any sum received or receivable under
the Finance Documents (including any sum deemed for purposes of Tax to be received or
receivable by such Lender whether or not actually received or receivable) or if any
liability in respect of any such payment is asserted, imposed, levied or assessed against
any Lender, the Borrower shall, upon demand of the Agent, promptly indemnify the Lender
which suffers a loss or liability as a result against such payment or liability, together
with any interest, penalties, costs and expenses payable or incurred in connection
therewith, provided that this Clause 9.2 shall not apply to:






	 	9.2.1	 	any Tax imposed on and calculated by reference to the net income actually
received or receivable by such Lender (but not including any sum deemed for purposes of
tax to be received or receivable by such Lender but not actually received or
receivable) by the jurisdiction in which such Lender is incorporated; or
	 
	 	9.2.2	 	any Tax imposed on and calculated by reference to the net income of the
Facility Office of such Lender actually received or receivable by such Lender (but not
including any sum deemed for purposes of tax to be received or receivable by such
Lender but not actually received or receivable) by the jurisdiction in which its
Facility Office is located.






	9.3	 	Claims by the Lenders
	 
	 	 	A Lender intending to make a claim pursuant to Clause 9.2 (Tax Indemnity) shall notify the
Agent of the event giving rise to the claim, whereupon the Agent shall notify the Borrower
thereof.
	 
	10.	 	TAX RECEIPTS
	 
	10.1	 	Notification of Requirement to Deduct Tax
	 
	 	 	If, at any time, the Borrower is required by law to make any deduction or withholding from
any sum payable by it under the Finance Documents (or if thereafter there is any change in
the rates at which or the manner in which such deductions or withholdings are calculated),
the Borrower shall promptly notify the Agent.
	 
	10.2	 	Evidence of Payment of Tax
	 
	 	 	If the Borrower makes any payment under the Finance Documents in respect of which it is
required to make any deduction or withholding, it shall pay the full amount required to be
deducted or withheld to the relevant taxation or other authority within the time allowed for
such payment under applicable law and shall deliver to the Agent




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	 	 	for each Lender, within thirty days after it has made such payment to the applicable
authority, an original receipt (or a certified copy thereof) issued by such authority
evidencing the payment to such authority of all amounts so required to be deducted or
withheld in respect of that Lender’s share of such payment.
	 
	10.3	 	Tax Credit Payment
	 
	 	 	If an additional payment is made under Clause 9 (Taxes) by the Borrower for the benefit of
any Lender and such Lender, in its sole discretion, determines that it has obtained (and
has derived full use and benefit from) a credit against, a relief or remission for, or
repayment of, any Tax then, if and to the extent that such Lender, in its sole opinion,
determines that:






	 	10.3.1	 	such credit, relief, remission or repayment is in respect of or calculated with
reference to the additional payment made pursuant to Clause 9 (Taxes); and
	 
	 	10.3.2	 	its Tax affairs for its tax year in respect of which such credit, relief, remission
or repayment was obtained have been finally settled,






	 	 	such Lender shall, to the extent that it can do so without prejudice to the retention of the
amount of such credit, relief, remission or repayment, pay to the Borrower such amount as
such Lender shall, in its sole opinion, determine to be the amount which will leave such
Lender (after such payment) in no worse after-tax position than it would have been in had
the additional payment in question not been required to be made by the Borrower.
	 
	10.4	 	Tax Credit Clawback
	 
	 	 	If any Lender makes any payment to the Borrower pursuant to Clause 10.3 (Tax Credit Payment)
and such Lender subsequently reasonably determines, in its sole opinion, that the credit,
relief, remission or repayment in respect of which such payment was made was not available
or has been withdrawn or that it was unable to use such credit, relief, remission or
repayment in full, the Borrower shall reimburse such Lender such amount as such Lender
reasonably determines, in its sole opinion, is necessary to place it in the same after-tax
position as it would have been in if such credit, relief, remission or repayment had been
obtained and fully used and retained by such Lender.
	 
	10.5	 	Tax and Other Affairs
	 
	 	 	No provision of this Agreement shall interfere with the right of any Lender to arrange its
Tax or any other affairs in whatever manner it thinks fit, oblige any Lender to claim any
credit, relief, remission or repayment in respect of any payment under Clause 9.1 (Tax
Gross-up) in priority to any other credit, relief, remission or repayment available to it
nor oblige any Lender to disclose any information relating to its Tax or other affairs or
any computations in respect thereof.
	 
	11.	 	INCREASED COSTS
	 
	11.1	 	Increased Costs
	 
	 	 	Subject to Clause 11.3 (Exclusions) if, by reason of (a) any change in law or in its
interpretation or administration and/or (b) compliance with any request or requirement






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	 	 	relating to the maintenance of capital or any other request from or requirement of any
central bank or other fiscal, monetary or other authority (being a request or requirement
with which banks are accustomed to comply) and/or (c) the introduction of, changeover to or
operation of the euro in any Participating Member State (in each case, after the date of
this Agreement):






	 	11.1.1	 	a Finance Party or any holding company of such Finance Party fails to obtain the rate
of return on its capital which it would have been able to obtain but for such Finance
Party entering into or assuming or maintaining a commitment, issuing or performing its
obligations under the Finance Documents;
	 
	 	11.1.2	 	a Finance Party or any holding company of such Finance Party incurs a cost as a
result of such Finance Party entering into or assuming or maintaining a commitment, or
performing its obligations under the Finance Documents; or
	 
	 	11.1.3	 	there is any increase in the cost to a Finance Party or any holding company of such
Finance Party of funding or maintaining any Unpaid Sum or any Letter of Credit;






	 	 	the Borrower shall, within three Business Days’ of a demand of the Agent, promptly pay to
the Agent for the account of that Finance Party amounts sufficient to indemnify that Finance
Party or to enable that Finance Party to indemnify its holding company from and against, as
the case may be, (a) such failure to obtain the rate of return of capital, or (b) such cost.
	 
	11.2	 	Increased Costs Claims
	 
	 	 	A Finance Party intending to make a claim pursuant to Clause 11.1 (Increased Costs) shall
notify the Agent of the event giving rise to such claim, the amount of such claim and the
basis for calculation of such amount, no later than 60 days of the credit department of its
Facility Office becoming aware of such event, whereupon the Agent shall notify the Borrower
thereof.
	 
	11.3	 	Exclusions
	 
	 	 	Notwithstanding the foregoing provisions of this Clause 11, no Finance Party shall be
entitled to make any claim under this Clause 11 in respect of:






	 	11.3.1	 	any cost, increased cost or liability as referred to in Clause 11.1
(Increased Costs) to the extent the same is compensated by the Mandatory Cost;
	 
	 	11.3.2	 	any cost, increased cost or liability compensated by Clause 9 (Taxes);
	 
	 	11.3.3	 	any tax referred to in Clauses 9.2.1 or 9.2.2; or
	 
	 	11.3.4	 	any cost, increased cost or liability incurred as a result of the Bank
changing its Facility Office other than a change made pursuant to Clause 12.1.1
(Mitigation).




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	12.	 	ILLEGALITY
	 
	 	 	If, at any time, it is or will become unlawful or prohibited pursuant to any request from or
requirement of any central bank or other fiscal, monetary or other authority (being a
request or requirement with which banks are accustomed to comply) for a Lender to fund,
issue, participate in or allow to remain outstanding all or part of the Letters of Credit
then that Lender shall, promptly after becoming aware of the same, notify the Borrower
through the Agent of the same and:






	 	12.1.1	 	such Lender shall not thereafter be obliged to participate in or issue any Letter of
Credit and the Commitment of that Lender shall be immediately reduced to zero; and
	 
	 	12.1.2	 	if the Agent on behalf of such Lender so requires, the Borrower shall procure by such
date as the Agent shall have specified that:






	 	(a)	 	the liabilities of such Lender under each Letter of Credit
are reduced to zero; or
	 
	 	(b)	 	if such Lender consents (such consent not to be unreasonably
withheld) and the Borrower can demonstrate, to the reasonable satisfaction of
the Lenders, that the lenders under the U.S. Facility Agreement have
provided their consent, that Cash Collateral is provided for each Letter of
Credit in an amount equal to that Lender’s maximum actual and contingent
liabilities under that Letter of Credit and all amounts owing to such Lender
hereunder are repaid in full.






	13.	 	MITIGATION
	 
	 	 	If, in respect of any Lender, circumstances arise which would or would upon the giving of
notice result in:






	 	13.1.1	 	an increase in any sum payable to it or for its account pursuant to Clause 9.1 (Tax
Gross-up);
	 
	 	13.1.2	 	a claim for indemnification pursuant to Clause 9.2 (Tax Indemnity) or
Clause 11.1 (Increased Costs); or
	 
	 	13.1.3	 	the reduction of its Available Commitment to zero pursuant to Clause 12 (Illegality);






	 	 	then, without in any way limiting, reducing or otherwise qualifying the rights of such
Lender or the obligations of the Borrower under any of the Clauses referred to in
sub-clauses 13.1.1, 13.1.2 and 13.1.3, such Lender shall promptly upon becoming aware of
such circumstances notify the Agent thereof and in consultation with the Agent and the
Borrower and, to the extent that it can do so lawfully and without prejudice to its own
position, take reasonable steps (including a change of location of its Facility Office or
the transfer of its rights, benefits and obligations hereunder to another financial
institution which is an Approved Credit Institution and which is acceptable to





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	 	 	the Borrower and willing to participate in the Facility) to mitigate the effects of such
circumstances, provided that such Lender shall be under no obligation to take any such
action if, in the reasonable opinion of such Lender, to do so might have any adverse effect
upon its business, operations or financial condition (other than any minor costs and
expenses of an administrative nature).
	 
	14.	 	REPRESENTATIONS
	 
	 	 	The Borrower makes on the date hereof the representations and warranties set out in Clause
14.1 (Status) to Clause 14.19 (Taxation). The Borrower acknowledges that the Lenders have
entered into this Agreement in reliance on those representations and warranties.
Capitalised terms used in Clause 14.16 (ERISA) below shall, unless otherwise defined in
this Agreement, have the meanings given to such terms in the U.S. Facility Agreement in
effect as at the date hereof.
	 
	14.1	 	Status






	 	14.1.1	 	The Borrower and each U.S. Facility Obligor is a corporation, duly
incorporated and validly existing under the law of its jurisdiction of
incorporation.
	 
	 	14.1.2	 	The Borrower and each U.S. Facility Obligor has the power to own its assets and carry
on its business as it is being conducted.






	14.2	 	Binding obligations
	 
	 	 	The obligations expressed to be assumed by the Borrower in each Finance Document to which
it is a party are, subject to any general principles of law limiting its obligations which
are specifically referred to in any legal opinion delivered pursuant to Clause 2.3 (Initial
Conditions Precedent), legal, valid, binding and enforceable obligations.
	 
	14.3	 	Non-conflict with other obligations
	 
	 	 	The entry into and performance by the Borrower of, and the transactions contemplated by,
the Finance Documents do not and will not conflict with:






	 	14.3.1	 	any law or regulation applicable to it;
	 
	 	14.3.2	 	it’s or any U.S. Facility Obligor’s constitutional documents; or
	 
	 	14.3.3	 	any agreement or instrument binding upon it or any U.S. Facility Obligor or it’s or
any U.S. Facility Obligor’s assets.






	14.4	 	Power and authority
	 
	 	 	The Borrower has the power and capacity to enter into, perform and deliver, and have taken
all necessary action to authorise its entry into, performance and delivery of, the Finance
Documents to which it is a party and the transactions contemplated by those Finance
Documents.






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	14.5	 	Validity and admissibility in evidence






	 	 	All Authorisations required or desirable:






	 	14.5.1	 	to enable the Borrower lawfully to enter into, exercise its rights and comply with
its obligations under the Finance Documents to which it is a party; and
	 
	 	14.5.2	 	to make the Finance Documents to which it is a party admissible in evidence in its
jurisdiction of incorporation,
	 
	 	have been obtained or effected and are in full force and effect.






	14.6	 	Governing law and enforcement






	 	14.6.1	 	The choice of English law as the governing law of the Finance Documents will be
recognised and enforced in the Borrower’s jurisdiction of incorporation.
	 
	 	14.6.2	 	Any judgment obtained in England in relation to a Finance Document will be recognised
and enforced in the Borrower’s jurisdiction of incorporation.






	14.7	 	Account Party
	 
	 	 	The Account Party is duly authorised to underwrite business at Lloyd’s.
	 
	14.8	 	Deduction of Tax
	 
	 	 	The Borrower is not required to make any deduction for or on account of Tax from any
payment it may make under any Finance Document.
	 
	14.9	 	No filing or stamp taxes
	 
	 	 	Under the law of the Borrower’s jurisdiction of incorporation it is not necessary that the
Finance Documents be filed, recorded or enrolled with any court or other authority in that
jurisdiction or that any stamp, registration or similar tax be paid on or in relation to
the Finance Documents or the transactions contemplated by the Finance Documents.
	 
	14.10	 	No default






	 	14.10.1	 	No Event of Default is continuing or might reasonably be expected to result from the
issue of any Letter of Credit.
	 
	 	14.10.2	 	No other event or circumstance is outstanding which constitutes a default under any
other agreement or instrument which is binding on it or any of its subsidiaries or to
which its (or any of its subsidiaries’) assets are subject which might have a Material
Adverse Effect.






	14.11	 	No misleading information
	 
	 	 	All written information supplied to any Finance Party by any member of the Group which is
factual, is true, complete and accurate in all material respects as at the date it was
given and is not misleading in any material respect and all financial projections so
supplied have been prepared on the basis of recent historical information and on the basis
of reasonable assumptions. No information has been given or withheld that




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	 	 	results in the information supplied to any Finance Party by any member of the Group being
untrue or misleading in any material respect.






	14.12	 	Financial statements






	 	14.12.1	 	Its Original Financial Statements were prepared in accordance with accounting
principles generally accepted in its jurisdiction of incorporation and consistently
applied.
	 
	 	14.12.2	 	Its Original Financial Statements fairly represent its financial condition and
operations during the relevant financial year.
	 
	 	14.12.3	 	There has been no material adverse change in its business or financial condition or
the business or consolidated financial condition of the Group since 30 September 2009.






	14.13	 	Pari passu ranking
	 
	 	 	The payment obligations of the Borrower under the Finance Documents rank at least pari passu
with the claims of all its other unsecured and unsubordinated creditors, except for
obligations mandatorily preferred by law applying to companies generally.
	 
	14.14	 	No proceedings pending or threatened
	 
	 	 	No litigation, arbitration or administrative proceedings of or before any court, arbitral
body or agency which, if adversely determined, might reasonably be expected to have a
Material Adverse Effect have (to the best of its knowledge and belief) been started or
threatened against it or any of its subsidiaries.
	 
	14.15	 	No Winding-up
	 
	 	 	No member of the Group has taken any corporate action nor have any other steps been taken
or legal proceedings been started or (to the best of its knowledge and belief) threatened
against any member of the Group for its winding-up, dissolution, administration or
re-organisation (whether by voluntary arrangement, scheme of arrangement or otherwise) or
for the appointment of a receiver, administrator, administrative receiver, conservator,
custodian, trustee or similar officer of it or of any or all of its assets or revenues
which in the case of any such proceedings being started or threatened against it which was
not dismissed, discharged, stayed or restrained in each case within 90 days of the start
thereof.
	 
	14.16	 	ERISA






	 	14.16.1	 	With respect to each Employee Plan, the Borrower and each member of the Controlled
Group have fulfilled their obligations, including obligations under the minimum funding
standards of ERISA and the Code and are in compliance in all material respects with the
provisions of ERISA and the Code. No event has occurred which could result in a
liability of Borrower or any member of the Controlled Group to the PBGC or a Plan
(other than to make contributions in the ordinary course) that would reasonably be
expected to have a Material Adverse Effect. There have not been any nor are there now
existing any events or conditions that would cause the lien provided under Section 4068
of










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	 	 	 	ERISA to attach to any Property of the Borrower or any member of the Controlled
Group. Unfunded Liabilities as of the date hereof do not exceed $500,000. No
“prohibited transaction” (for which there is not an exemption) has occurred with
respect to any Employee Plan.
	 
	 	14.16.2	 	The assets of the Borrower are not and will not at any time be deemed to include,
for purposes of the U.S. Department of Labor regulations under ERISA, the assets of
any employee benefit plan subject to ERISA or Section 4975 of the Code.






	14.17	 	Federal Reserve Regulations






	 	14.17.1	 	The Borrower is not engaged nor will it engage principally, or as one of its
important activities, in the business of owning or extending credit for the purpose of
“buying” or “carrying” any Margin Stock.
	 
	 	14.17.2	 	None of the extensions of credit under this Agreement will be used, directly or
indirectly, for the purpose of buying or carrying any Margin Stock, for the purpose of
reducing or retiring any Financial Indebtedness that was originally incurred to buy or
carry any Margin Stock or for any other purpose which might cause all or any extensions
of credit under this Agreement to be considered a “purpose credit” within the meaning
of Regulation U or Regulation X.
	 
	 	14.17.3	 	Neither the Borrower nor or any agent acting on its behalf has taken or will take
any action which might cause the Finance Documents to violate any regulation of the
Board of Governors of the Federal Reserve System of the United States.






	14.18	 	Investment Companies
	 
	 	 	The Borrower is not an “investment company” or an “affiliated person” of an “investment
company” as such terms are defined in the Investment Company Act of 1940 of the United
States (the “1940 Act”) or otherwise subject to regulation under the 1940 Act or subject to
regulation under the Public Utility Holding Company Act of 1935 of the United States, the
Federal Power Act of 1935 of the United States or the 1940 Act or any United States federal
or state statute or regulation restricting or limiting its ability to incur indebtedness.
	 
	14.19	 	Taxation
	 
	 	 	The Borrower on a timely basis has:






	 	14.19.1	 	properly filed or caused to be filed (and, where applicable, has been included in)
all material U.S. Tax returns, reports and statements (whether federal, state, local or
otherwise) applicable to it in all jurisdictions in which such returns, reports and
statements are required to be filed. All such U.S. Tax returns are correct and complete
in all material respects; and
	 
	 	14.19.2	 	paid all material U.S. Taxes due whether or not shown on any tax return, together
with applicable interest and penalties, except to the extent such U.S.






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	 	 	 	Taxes are contested in good faith by proper proceedings which stay the imposition
of any penalty, fine or lien resulting from the non-payment of such U.S. Taxes and
with respect to which adequate reserves have been set aside for the payment of
such U.S. Taxes.






	14.20	 	Repetition of Representations
	 
	 	 	The Repeated Representations shall be deemed to be repeated by the Borrower by reference to
the facts and circumstances then existing on the date of each Utilisation Request, each
Utilisation Date, the Commencement Date of each Letter of Credit and every three months
thereafter until the date upon which the Lenders’ aggregate liability under such Letter of
Credit is zero.
	 
	15.	 	FINANCIAL INFORMATION
	 
	15.1	 	Annual Statements
	 
	 	 	The Borrower shall as soon as the same become available, but in any event within 100 days
after the end of each of its financial years, deliver to the Agent the consolidated
financial statements of the Group for such financial year, audited by an internationally
recognised firm of independent auditors licensed to practise in its jurisdiction of
incorporation.
	 
	15.2	 	Quarterly Statements
	 
	 	 	The Borrower shall as soon as the same becomes available, but in any event within 60 days
after the end of each quarter of its financial years, deliver to the Agent its consolidated
management accounts for such period.
	 
	15.3	 	Annual Report for the Managed Syndicate
	 
	 	 	The Borrower shall as soon as the same become available, but in any event within 100 days
after the end of each year of account of the Managed Syndicate, deliver to the Agent
audited annual reports and accounts in respect of the Managed Syndicate.
	 
	15.4	 	Quarterly Monitoring Returns
	 
	 	 	The Borrower shall, as soon as the same become available, but in any event (i) within 12
weeks after the end of the fourth quarter of each year of account of the Managed Syndicate,
and (ii) within 8 weeks after the end of each of the first, second and third quarters of
each year of account of the Managed Syndicate, deliver to the Agent the quarterly
monitoring return for the Managed Syndicate and each year of account thereof for the time
being remaining open for that quarter, as is required to be provided to Lloyd’s.
	 
	15.5	 	Reinsurance Résumé for Managed Syndicate
	 
	 	 	The Borrower shall as soon as the same become available, but in any event within 90 days of
1 January in every year deliver to the Agent the reinsurance résumé of the Managed
Syndicate for each year of account then open.
	 
	15.6	 	Business Plan and Realistic Disaster Scenarios for Managed Syndicate
	 
	 	 	The Borrower shall as soon as the same becomes available, but in any event within 10
Business Days of the date on which it is approved by Lloyd’s, deliver to the Agent the





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	 	 	business plan approved by Lloyd’s in relation to the Managed Syndicate and (if separate) the
Realistic Disaster Scenarios relating thereto.






	15.7	 	Documents Dispatched by the Borrower
	 
	 	 	The Borrower shall as soon as possible deliver to the Agent any document dispatched by the
Borrower to all or any class of its shareholders or to its creditors generally but in any
event deliver the same document to the Agent within 10 Business Days of the date of
dispatch to the Borrower’s shareholders or creditors.
	 
	15.8	 	Other Financial Information






	 	15.8.1	 	The financial statements provided pursuant to Clauses 15.1 (Annual
Statements) and 15.2 (Quarterly Statements) shall be accompanied by such schedules,
computations and other information, in reasonable detail, as may be reasonably
required by the Agent to demonstrate compliance with the covenants set forth
herein or reflecting any noncompliance therewith as of the applicable date, all
certified and signed by the president, chief financial officer or treasurer of Borrower
(or other authorised officer approved by the Agent) as true and correct in all material
respects to the best knowledge of such officer.
	 
	 	15.8.2	 	The financial statements provided pursuant to Clauses 15.1 (Annual
Statements) and 15.2 (Quarterly Statements) shall each be accompanied by a Compliance
Certificate duly executed by such authorised officer.
	 
	 	15.8.3	 	The Borrower shall from time to time on the request of the Agent, furnish the Agent
with such information about the business and financial condition of the Group as the
Agent may reasonably require.






	15.9	 	Accounting Policies






	 	15.9.1	 	Unless otherwise agreed by the Agent, the Borrower shall ensure that each set of
financial statements delivered pursuant to this Clause 15 is prepared in accordance
with the accounting policies, practices, procedures and reference periods applied by
it in the preparation of the Original Financial Statements unless, in relation to such
set of financial statements, the Borrower notifies the Agent that there have been one
or more changes in such accounting policies or any reference period and the Borrower
provides:






	 	(a)	 	a description of the changes and the adjustments which would
be required to be made to those financial statements in order to cause them to
use the accounting policies and reference period upon which its Original
Financial Statements were prepared; and
	 
	 	(b)	 	sufficient information, in such detail and format as may be
reasonably required by the Agent, to enable the Agent to make an accurate
comparison between the financial position indicated by those financial
statements and its Original Financial Statements,





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	 	 	 	and any reference in this Agreement to those financial statements shall be
construed as a reference to those financial statements as adjusted to reflect the
basis upon which the Original Financial Statements were prepared.






	15.10	 	Lloyd’s Syndicate Accounting Rules
	 
	 	 	The Borrower shall ensure that:






	 	15.10.1	 	each annual report and quarterly monitoring return in respect of the Managed
Syndicate delivered pursuant to Clause 15.3 (Annual Report for the Managed Syndicate)
and Clause 15.4 (Quarterly Monitoring Returns) is prepared in accordance with Lloyd’s
syndicate accounting rules under accounting policies consistently applied; and
	 
	 	15.10.2	 	there is attached to every such annual report an underwriter’s report, prepared in
accordance with Lloyd’s syndicate accounting rules.






	15.11	 	Litigation and Regulatory Intervention
	 
	 	 	The Borrower shall notify the Agent of any actual or (upon it becoming aware of the same)
any threatened litigation or arbitration (whether as plaintiff or defendant and whether
civil, criminal or administrative) and/or any actual or threatened regulatory intervention
by Lloyd’s and/or the Financial Services Authority in respect of the Group and/or the
Managed Syndicate involving claims in excess of $25,000,000 or which would reasonably be
expected to result in a Default (but excluding any litigation or arbitration involving the
Managed Syndicate, the Account Party or the Insurance Company Subsidiaries in the ordinary
course of its insurance business).






	15.12	 	Change in Investment Strategy
	 
	 	 	The Borrower shall notify the Agent of any proposed and/or actual change in investment
strategy of the Group which the Borrower reasonably expects would result in a material
change in the Group’s business activities or financial position.






	15.13	 	Amendments to U.S. Facility Agreement
	 
	 	 	The Borrower shall:






	 	15.13.1	 	notify the Agent in writing no less than 5 Business Days prior to the date on which
any amendment, supplement, waiver or modification is to be made with respect to the
U.S. Facility Agreement; and
	 
	 	15.13.2	 	no later than the date falling 2 Business Days after the date on which such
amendment, supplement, waiver or modification takes effect, supply the Agent a copy of
all documentation relevant to that amendment, supplement, waiver or modification, in
each case, certified by an Authorised Signatory of the Borrower to be a true and
complete copy as at the date of delivery.






	16.	 	COVENANTS
	 
	 	 	In this Clause 16 only, capitalised terms used herein which are not otherwise defined in
this Agreement shall have the meaning given to them in the U.S. Facility Agreement.




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	16.1	 	Maintenance of Legal Validity
	 
	 	 	The Borrower shall obtain, comply with the terms of and do all that is necessary to maintain
in full force and effect all Authorisations required in or by the laws of its jurisdiction
of incorporation to enable it lawfully to enter into and perform its obligations under the
Finance Documents and to ensure the legality, validity, enforceability or admissibility in
evidence in its jurisdiction of incorporation of the Finance Documents.
	 
	16.2	 	U.S. Facility Agreement
	 
	 	 	The Borrower shall duly perform and comply with all of the obligations set out in section 7
(Affirmative Covenants) and section 8 (Negative Covenants) of the U.S. Facility Agreement.
	 
	16.3	 	Regulatory Compliance
	 
	 	 	The Borrower shall, and shall ensure that each member of the Group will, observe and comply
with all applicable Acts, byelaws and regulations (including, without limitation, under the
Financial Services and Markets Act 2000 (and related subordinate legislation), the FSA
Handbook and any conditions or requirements prescribed under any applicable Acts, Byelaws
and regulations) the failure to observe or comply with which might reasonably be expected
to have a Material Adverse Effect.
	 
	16.4	 	Cash Calls
	 
	 	 	The Borrower shall ensure that the Managing Agent will make a request for funds of the
Account Party in its capacity as a member of the Managed Syndicate before applying the Funds
at Lloyd’s of the Account Party in the payment of any claims, expenses or outgoings made or
incurred in connection with its underwriting business.
	 
	16.5	 	Notification of Events of Default
	 
	 	 	The Borrower shall promptly on becoming aware of such occurrence inform the Agent of the
occurrence of:






	 	16.5.1	 	any Default; or
	 
	 	16.5.2	 	any Cross Event of Default,






	 	 	and, upon receipt of a written request to that effect from the Agent, confirm to the Agent
that, save as previously notified to the Agent or as notified in such confirmation, no
Default or Cross Event of Default has occurred.






	16.6	 	Corporate Member
	 
	 	 	The Borrower shall ensure that the Account Party shall not undertake any business or
activity other than insurance business at Lloyd’s as a Member of the Managed Syndicate.
	 
	16.7	 	Demands for Payment of FAL
	 
	 	 	The Borrower shall upon service on it, or on any member of the Group, by Lloyd’s (or the
trustee for the time being of its Funds at Lloyd’s) of a written demand for the




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	 	 	payment of a sum on account of its, or any member of the Group’s, Funds at Lloyd’s
immediately inform the Agent of such demand.






	16.8	 	Compliance with U.S. Regulations
	 
	 	 	The Borrower shall not (and shall ensure that no other member of the Group will) become an
“investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter”
for, an “investment company,” as such terms are defined in the 1940 Act. Neither the issue
of any Letter of Credit nor the consummation of the other transactions contemplated by this
agreement will violate any provision of the 1940 Act or any rule, regulation or order of the
SEC under the 1940 Act.
	 
	16.9	 	Financial Covenants






	 	16.9.1	 	The Borrower will have and maintain (in each case, on a consolidated basis for
Borrower and its subsidiaries):






	 	(a)	 	Debt to Capitalization Ratio — a Debt to Capitalization Ratio
of not greater than 35% at all times; and
	 
	 	(b)	 	Combined Ratio — a Combined Ratio at the end of each fiscal
quarter calculated on a trailing four (4) quarter basis of not greater than
105%.






	 	16.9.2	 	The terms “Debt to Capitalization Ratio” and “Combined Ratio” used in Clause 16.9.1
above shall have the meanings given to them in the U.S. Facility Agreement provided
that in the definition of “Indebtedness”, the reference to “the maturity of the
Revolving Loan Obligations” shall be construed as a reference to “31 December 2013”.
	 
	 	16.9.3	 	The financial covenants set out in Clause 16.9.1 above shall be tested by reference
to each of the financial statements and/or each Compliance Certificate
delivered pursuant to Clause 15.8.2.






	16.10	 	Inspection of Books and Records
	 
	 	 	The Borrower shall, upon five (5) Business Days’ prior notice from the Agent (unless there
are reasonable grounds to believe an Event of Default has occurred and is continuing, in
which case no prior notice is required), provide the Agent with access, during the normal
business hours to and permit the Agent to inspect its Property, to examine its files, books
and records, except privileged communication with legal counsel (both inside and outside),
confidential information regarding insured parties (provided that Borrower shall, if
requested by the Agent, use good faith efforts to obtain consent, or take such other
actions, to permit the disclosure thereof) and classified governmental material, and make
and take away copies thereof, and to discuss its affairs with its officers and accountants,
all during normal business hours and at such intervals and to such extent as the Agent may
reasonably desire. Unless an Event of Default has occurred and is continuing, the Agent
shall not exercise its rights hereunder more than once each calendar year and the Agent
shall pay its own costs and expenses relating to the exercise of the rights under this
Clause 16.10.




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	16.11	 	Books and Records
	 
	 	 	The Borrower shall (and shall ensure that each member of the Group will) maintain
accounting records which permit financial statements to be prepared in accordance with GAAP
and statutory accounting principles, as applicable.
	 
	16.12	 	Change of location
	 
	 	 	The Borrower shall notify the Agent at least 30 days prior to the date on which it (or the
Account Party) changes its name or the location of its chief executive office of principal
place of business or the place where it keeps its books and records.
	 
	16.13	 	Insurance
	 
	 	 	The Borrower shall (and shall ensure that each member of the Group will) maintain
insurances (in addition to any reinsurance in respect of the Group’s underwriting business)
on and in relation to its Property with reputable underwriters or insurance companies
against such risks and to such extent as is usual for companies carrying on a business such
as that carried on by the Borrower or that member of the Group as the case may be.
	 
	16.14	 	ERISA Information and Compliance
	 
	 	 	The Borrower shall provide to the Agent:






	 	16.14.1	 	within five (5) days after receipt, a copy of any notice of complete or partial
withdrawal liability under Title IV of ERISA which would reasonably be expected to have
a Material Adverse Effect and any notice from the PBGC under Title IV of ERISA of an
intent to terminate or appoint a trustee to administer any Plan which would reasonably
be expected to have a Material Adverse Effect;
	 
	 	16.14.2	 	if requested by the Agent, promptly after the filing thereof with the United States
Secretary of Labor or the PBGC or the IRS, copies of each annual and other report with
respect to each Plan or any trust created thereunder;
	 
	 	16.14.3	 	within five (5) days after becoming aware of the occurrence of any “reportable
event,” as such term is defined in Section 4043 of ERISA which would reasonably be
expected to have a Material Adverse Effect, for which the disclosure requirements of
Regulation Section 4043 promulgated by the PBGC have not been waived, or of any
“prohibited transaction,” as such term is defined in Section 4975 of the Code, in
connection with any Plan or any trust created thereunder which would reasonably be
expected to have a Material Adverse Effect, a written notice signed by the President or
the principal financial officer of Borrower or the applicable member of the Controlled
Group specifying the nature thereof, what action Borrower or the applicable member of
the Controlled Group is taking or proposes to take with respect thereto, and, when
known, any action taken by the PBGC, the Internal Revenue Service or the Department of
Labor with respect thereto;




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	 	16.14.4	 	within five (5) days after the filing or receiving thereof by Borrower or
any member of the Controlled Group of any notice of the institution of any
proceedings or other actions which may result in the termination of any Plan which
would reasonably be expected to have a Material Adverse Effect; and
	 
	 	16.14.5	 	each request for waiver of the funding standards or extension of the
amortisation periods required by Sections 303 and 304 of ERISA or Section 412 of the
Code within five (5) days after the request is submitted by Borrower or any member of
the Controlled Group to the Secretary of the Treasury, the Department of Labor or the
Internal Revenue Service, as the case may be. To the extent required under applicable
statutory funding requirements, Borrower will fund, or will cause the applicable
member of the Controlled Group to fund, all current service pension liabilities as they
are incurred under the provisions of all Plans from time to time in effect, and comply
with all applicable provisions of ERISA, in each case, except to the extent that
failure to do the same would not reasonably be expected to have a Material Adverse
Effect. Except to the extent that failure to do the same would not reasonably be
expected to have a Material Adverse Effect, Borrower covenants that it shall
and shall cause each member of the Controlled Group to:






	 	(a)	 	make contributions to each Plan in accordance with the time
limits imposed by ERISA and in an amount sufficient to comply with the
contribution obligations under such Plan and the minimum funding standards
requirements of ERISA;
	 
	 	(b)	 	prepare and file in accordance with the time limits imposed
by ERISA all notices and reports required under the terms of ERISA including
but not limited to annual reports; and
	 
	 	(c)	 	pay in accordance with the time limits imposed by ERISA all
required PBGC premiums.






	16.15	 	Indebtedness
	 
	 	 	The Borrower shall not (and shall ensure that no other member of the Group will) without
the prior written consent of the Agent, incur or permit to subsist any Financial
Indebtedness other than (a) under the Finance Documents, (b) under any Syndicate
Arrangement, (c) as may be permitted under the U.S. Facility Agreement or (d) as the Agent
may otherwise agree.
	 
	16.16	 	Negative Pledge
	 
	 	 	The Borrower shall not (and shall ensure that no other member of the Group will) create or
permit to subsist any Security over any of its assets, other than any Security permitted
under the U.S. Facility Agreement or as the Agent may otherwise agree.




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	16.17	 	Loans and Guarantees
	 
	 	 	The Borrower shall not (and shall ensure that no member of the Group will) make any loans,
grant any credit (save in the ordinary course of business) or give any guarantee or
indemnity (except as required or permitted under any of the Finance Documents or the U.S.
Facility Agreement or as the Agent may otherwise agree) to or for the benefit of any person
or otherwise voluntarily assume any liability, whether actual or contingent, in respect of
any obligation of any person.
	 
	16.18	 	Merger
	 
	 	 	The Borrower shall not (and shall ensure that no other member of the Group will) enter into
any amalgamation, demerger, merger or corporate reconstruction, other than as permitted
under the U.S. Facility Agreement or as the Agent may otherwise agree.
	 
	16.19	 	Dividends
	 
	 	 	The Borrower shall not (and shall ensure that no member of the Group will) pay, make or
declare any dividend or other distribution other than as permitted under the U.S. Facility
Agreement or as the Agent may otherwise agree.
	 
	16.20	 	Transactions with Related Parties
	 
	 	 	Except as permitted under the U.S. Facility Agreement or as the Agent may otherwise agree,
the Borrower shall not (and shall ensure that no member of the Group will) enter into any
material transaction or material agreement with any officer, director or holder of any
equity interest in the Borrower or any other member of the Group (or any Affiliate of any
such person) unless the same is upon terms substantially similar to those obtainable from
wholly unrelated sources (to the best knowledge of the directors of the Borrower).
	 
	16.21	 	Constitutional documents
	 
	 	 	The Borrower shall not (and shall ensure that no member of the Group will) amend, modify,
restate or supplement any of its constitutional documents if such action would reasonably
be expected to have a Material Adverse Effect.
	 
	16.22	 	Unfunded Liabilities
	 
	 	 	Except as permitted under the U.S. Facility Agreement or as the Agent may otherwise agree,
the Borrower shall not (and shall ensure that no member of the Group will) incur any
Unfunded Liabilities or allow any event subject to reporting under Clause 16.14 (ERISA
Information and Compliance) or any Unfunded Liabilities in excess of $2,000,000, in the
aggregate, to arise or exist.
	 
	16.23	 	Subsidiaries
	 
	 	 	The Borrower shall not (and shall ensure that no member of the Group will) form, create or
acquire any subsidiary, other than as may be permitted under the U.S. Facility Agreement or
as the Agent may otherwise agree.
	 
	16.24	 	Letter of Credit






	 	16.24.1	 	The Borrower shall procure that on or before the relevant Expiry Date:






	 	(a)	 	each Letter of Credit is returned by Lloyd’s to the Agent; and




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	 	(b)	 	Lloyd’s deliver written confirmation to the Agent that:






	 	(i)	 	that Letter of Credit may be cancelled;
	 
	 	(ii)	 	all liabilities under that Letter of Credit have ceased; and
	 
	 	(iii)	 	Lloyd’s no longer places any reliance on that Letter of Credit,
	 
	 	in form and substance satisfactory to the Agent.






	 	16.24.2	 	If sub-clause 16.24.1 of Clause 16.24 (Letter of Credit) has not been complied in
full on or before the Expiry Date, then if the Borrower can demonstrate, to the
reasonable satisfaction of the Lenders, that the lenders under the U.S. Facility
Agreement have provided their consent (having used all reasonable endeavours to obtain
such consent), the Borrower shall provide Cash Collateral to the Trustee in an amount
equal to the Outstandings, until all the provisions set out in sub-clause 16.24.1 of
Clause 16.24 (Letter of Credit) have been complied with in full.






	16.25	 	Federal Reserve Regulations
	 
	 	 	The Borrower will use the Facility without violating Regulations T, U and X.
	 
	16.26	 	Anti-Money Laundering
	 
	 	 	The Borrower will ensure that no funds used to pay the obligations under the Finance
Documents are derived from any unlawful activity.
	 
	16.27	 	Information provided under the U.S. Facility Agreement
	 
	 	 	Notwithstanding the provisions of this Clause 16, the Borrower shall not be obliged to
deliver any financial statement, report or other document to the extent such financial
statement, report or other document has already been provided to the Agent pursuant to the
terms of the U.S. Facility Agreement.
	 
	17.	 	EVENTS OF DEFAULT
	 
	 	 	Each of Clause 17.1 (Failure to Pay) to 17.22 (Material Adverse Change) describes
circumstances which constitute an Event of Default for the purposes of this Agreement.
	 
	17.1	 	Failure to Pay
	 
	 	 	Any sum due from the Borrower under this Agreement is not paid at the time, in the currency
and in the manner specified herein (other than where a failure in the transmission of funds
has occurred which is attributable to a technical or administrative failure within the
banking system which is rectified within three Business Days).
	 
	17.2	 	Misrepresentation
	 
	 	 	Any representation or statement made or deemed to be made by the Borrower in the Finance
Documents or in any notice or other document, certificate or statement delivered by it
pursuant thereto or in connection therewith is or proves to have been incorrect or
misleading in any material respect when made or deemed to be made.






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	17.3	 	Specific Covenants
	 
	 	 	The Borrower fails duly to perform or comply with any of the obligations expressed to be
assumed by it in Clause 16 (Covenants) and such failure, if in the opinion of the Agent it
is capable of remedy, is not remedied within 10 Business Days of the Agent giving notice
thereof to the Borrower or the Borrower becoming aware of the failure to perform or comply.
	 
	17.4	 	Ratings Downgrade
	 
	 	 	The Borrower fails to perform or comply with any of the obligations expressed to be assumed
by it in Clause 6 (Ratings Downgrade).
	 
	17.5	 	U.S. Facility Agreement
	 
	 	 	A Cross Event of Default occurs.
	 
	17.6	 	Other Obligations
	 
	 	 	The Borrower fails duly to perform or comply with any other obligation expressed to be
assumed by it in the Finance Documents and such failure, if capable of remedy, is not
remedied within 10 Business Days after the Agent has given notice thereof to the Borrower.
	 
	17.7	 	Solvency Test
	 
	 	 	The Account Party fails as a Member to maintain the member’s capital resources requirement
calculated by Lloyd’s in accordance with the General Prudential Sourcebook and the
Insurers Prudential Sourcebook and notified to the Account Party by Lloyd’s from time to
time.
	 
	17.8	 	Insolvency






	 	17.8.1	 	A member of the Group is unable or admits inability to pay its debts as they fall
due, suspends making payments on any of its debts or, by reason of actual or
anticipated financial difficulties, commences negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness.
	 
	 	17.8.2	 	The value of the assets of any member of the Group is less than its liabilities
(taking into account contingent and prospective liabilities).
	 
	 	17.8.3	 	A moratorium is declared in respect of any indebtedness of any member of the Group.






	17.9	 	U.S. Voluntary Insolvency Proceedings
	 
	 	 	The Borrower shall in any U.S. jurisdiction:






	 	17.9.1	 	apply for, or consent to, the appointment of, or the taking of possession by, a
receiver, custodian, trustee, examiner or liquidator of itself or of all or a
substantial part of its property;
	 
	 	17.9.2	 	make a general assignment for the benefit of its creditors;
	 
	 	17.9.3	 	commence a voluntary case under Title 11 of the United States of America Code
entitled Bankruptcy (or any successor thereof), as amended;




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	 	17.9.4	 	file a petition with respect to itself seeking to take advantage of any other law
relating to bankruptcy, insolvency, reorganisation, liquidation, dissolution,
arrangement or winding up, or composition or readjustment of debts; or
	 
	 	17.9.5	 	take any corporate action for the purpose of effecting any of the foregoing with
respect to itself.






	17.10	 	U.S. Involuntary Insolvency Proceedings
	 
	 	 	In respect of the Borrower, a proceeding or case shall be commenced, without the
application or consent of the Borrower, in any U.S. court of competent jurisdiction,
seeking:






	 	17.10.1	 	its reorganisation, liquidation, dissolution, arrangement or winding-up or the
composition or readjustment of its debts;
	 
	 	17.10.2	 	the appointment of a receiver, custodian, trustee, examiner, liquidator or the like
of the Borrower or of all or any substantial part of its property; or
	 
	 	17.10.3	 	similar relief in respect of the Borrower under any law relating to the bankruptcy
insolvency, reorganisation, winding-up or composition or adjustment of
debts,






	 	 	and any such proceeding or case referred to in Clauses 17.10.1 to 17.10.3 above shall
continue undismissed, or an order, judgment or decree approving or ordering any of the
foregoing shall be entered and continue unstayed and in effect, for a period of 21 or more
days, or an order for relief against the Borrower shall be entered in an involuntary case
under Title 11 of the United States of America Code entitled Bankruptcy (or any successor
thereto) as amended.
	 
	17.11	 	Insolvency proceedings involving non-Borrower members of the Group
	 
	 	 	Any corporate action, legal proceedings or other procedure or step is taken in relation to:






	 	17.11.1	 	other than a solvent liquidation or reorganisation of any member of the Group which
is not the Borrower, the suspension of payments, a moratorium of any indebtedness,
winding-up, liquidation, dissolution, administration or reorganisation (by
way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the
Group which is not the Borrower;
	 
	 	17.11.2	 	a composition, readjustment of debts, compromise, assignment or arrangement with
any creditor of any member of the Group which is not the Borrower;
	 
	 	17.11.3	 	other than in respect of a solvent liquidation of a member of the Group which is
not the Borrower, the appointment of a liquidator, receiver, administrative receiver,
custodian, trustee, examiner, liquidator, administrator, compulsory manager or other
similar officer in respect of any member of the Group which is not the Borrower or any
of its assets; or




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	 	17.11.4	 	enforcement of any mortgage, charge, pledge, lien or other security interest
securing any obligation of any person or any other agreement or arrangement having a
similar effect, over any assets of any member of the Group which is not the Borrower,






	 	 	or any analogous procedure or step is taken in any jurisdiction and which, in the case of
any legal proceedings or other procedure or step being taken by any person is not dismissed
or discharged in each case within 90 days of the starting thereof.
	 
	17.12	 	Execution or Distress
	 
	 	 	Any expropriation, attachment, sequestration, distress or execution affects the whole or
any part of, the property, undertaking or assets of any member of the Group or any event
occurs which under the laws of any jurisdiction has a similar or analogous effect and is
not discharged or paid out within 90 days.
	 
	17.13	 	Failure to Comply with Final Judgment
	 
	 	 	Any member of the Group fails within 90 days of such judgment or final order to comply with
or pay any sum due from it under any final judgment in excess of $25,000,000 (exclusive of
amounts covered by insurance and exclusive of judgments in the ordinary course of the
insurance business of such member of the Group) or any final order made or given by any
court of competent jurisdiction.
	 
	17.14	 	The Group’s Business
	 
	 	 	The Group taken as a whole ceases to carry on the business of underwriting insurance and
the business of managing agents at Lloyd’s.
	 
	17.15	 	Repudiation
	 
	 	 	The Borrower repudiates any Finance Document or does or causes to be done any act or thing
evidencing an intention to repudiate any Finance Document.
	 
	17.16	 	Illegality
	 
	 	 	At any time it is or becomes unlawful for the Borrower to perform or comply with any or all
of its payment obligations under the Finance Documents or any of its payment obligations
thereunder are not or cease to be legal, valid, binding and enforceable.
	 
	17.17	 	Insurers (Reorganisation and Winding Up) (Lloyds)
Regulations 2005
	 
	 	 	A “Lloyd’s Market Reorganisation Order” is made by the English courts in relation to the
“association of underwriters known as Lloyd’s” as each of those terms is defined in the
Insurers (Reorganisation and Winding Up) (Lloyd’s) Regulations 2005 which in the reasonable
opinion of the Agent is likely materially and adversely to affect the ability of the
Borrower to perform or comply with its material obligations under the Finance Documents.
	 
	17.18	 	Transaction Security






	 	17.18.1	 	At any time any of the Transaction Security is or becomes unlawful, is not or
ceases to be legal, valid, binding or enforceable or otherwise ceases to be effective.






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	 	17.18.2	 	At any time any of the Transaction Security fails to have the priority that it
is expressed to have in the relevant Security Document.






	17.19	 	Financial Services and Markets Act 2000






	 	17.19.1	 	A failure by Lloyd’s (or, where appropriate, the members of Lloyd’s taken together)
to satisfy the solvency requirements to which it is or they are subject by virtue of
Part XIX of the Financial Services and Markets Act 2000, the FSA Handbook or any
statutory provision enacted hereafter and a failure to comply with any binding
requirement to rectify the position within the time period permitted for such
rectification; or
	 
	 	17.19.2	 	the authorisation or permission granted to Lloyd’s to carry on a regulated activity
pursuant to the Financial Markets and Services Act 2000 is withdrawn,
removed, revoked or cancelled by the Financial Services Authority,






which, in either such case, in the reasonable opinion of the Agent is likely materially and
adversely to affect the ability of the Borrower to perform or comply with its material
obligations under the Finance Documents.




	17.20	 	Modification of Lloyd’s Acts, Byelaws or Trusts






Any modification, repeal, amendment, replacement or revocation of Lloyd’s Acts 1871 to
1982, any byelaw or any deed or agreement required by Lloyd’s to be executed or entered
into by any person in connection with insurance business at Lloyd’s (whether carried on by
such person or otherwise) or any trust created thereby is made or proposed which in the
reasonable opinion of the Agent is likely materially and adversely to affect the ability of
the Borrower to perform or comply with its material obligations under the Finance
Documents.




	17.21	 	Change of control






	 	17.21.1	 	The Borrower ceases to control the Account Party.
	 
	 	17.21.2	 	For the purpose of paragraph 17.21.1 above “control” means:






	 	(a)	 	the power (whether by way of ownership of shares, proxy,
contract, agency or otherwise) to:






	 	(i)	 	cast, or control the casting of, more than
one-half of the maximum number of votes that might be cast at a general
meeting of the Account Party; or
	 
	 	(ii)	 	appoint or remove all, or the majority, of the
directors or other equivalent officers of the Account Party; or
	 
	 	(iii)	 	give directions with respect to the operating
and financial policies of the Account Party which the directors or other
equivalent officers of the Account Party are obliged to comply with; or




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	 	(b)	 	the holding of more than one-half of the issued share capital of the
Account Party (excluding any part of that issued share capital that carries
no right to participate beyond a specified amount in a distribution of either
profits or capital).






	17.22	 	Material Adverse Change
	 
	 	 	Any event or circumstance occurs which the Agent reasonably believes would have a Material
Adverse Effect.
	 
	17.23	 	Acceleration and Cancellation
	 
	 	 	Upon the occurrence of an Event of Default at any time thereafter while that Event of
Default is continuing, the Agent may by notice to the Borrower:






	 	17.23.1	 	if a Letter of Credit has been issued, require the Borrower to procure that:






	 	(a)	 	each Letter of Credit is returned by Lloyd’s to the Agent; or
	 
	 	(b)	 	the liabilities of the Lenders under each Letter of Credit
are promptly reduced to zero or, if the Borrower can demonstrate, to the
reasonable satisfaction of the Lenders, that the lenders under the U.S.
Facility Agreement have provided their consent (having used all reasonable
endeavours to obtain such consent), provide Cash Collateral to the Trustee for
each Letter of Credit in an amount specified by the Agent (whereupon the
Borrower shall do so); and/or






	 	17.23.2	 	declare that any unutilised portion of the Facility shall be cancelled,
whereupon the same shall be cancelled and Available Commitment shall be reduced to
zero; and/or
	 
	 	17.23.3	 	exercise any or all of its rights, remedies, powers or discretions under any of the
Finance Documents.






provided that in the case of an Event of Default specified in Clause 17.8 (U.S. Voluntary
Insolvency Proceedings) or 17.9 (U.S. Involuntary Insolvency Proceedings) above, the
preceding Clauses 17.23.1 to 17.23.3 shall not apply and:




	 	(A)	 	the obligation of the Agent or any Lender to issue or amend any Letter of
Credit shall automatically be terminated;
	 
	 	(B)	 	any unutilised portion of the Facility shall automatically be cancelled and
Available Commitment shall automatically be reduced to zero; and
	 
	 	(C)	 	any Unreimbursed Amounts, all interest thereon and all other amounts payable
under this Agreement shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.




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	18.	 	FEES
	 
	18.1	 	Arrangement Fee
	 
	 	 	The Borrower shall pay to the Arranger for its own account, the arrangement fee in the
amounts and at the times agreed in a Fee Letter.
	 
	18.2	 	Agency Fees
	 
	 	 	The Borrower shall pay to the Agent for its own account, the agency fees in the amounts and
at the times agreed in a Fee Letter.
	 
	19.	 	COSTS AND EXPENSES
	 
	19.1	 	Transaction Expenses
	 
	 	 	The Borrower shall, from time to time within five Business Days of demand of the Agent,
reimburse the Finance Parties for all reasonable costs and expenses (including legal fees)
together with any VAT thereon incurred by the Finance Parties in connection with the
negotiation, preparation, printing, execution, syndication, enforcement, implementation and
any amendment of the Finance Documents, any other document referred to in the Finance
Documents and the completion of the transactions therein contemplated. The Finance Parties
agree to keep all costs incurred by it relating to the negotiation, preparation, printing,
execution, syndication, enforcement, implementation and any amendment of the Finance
Documents to a reasonable amount and shall notify the Borrower of any quotations it obtains
in connection thereof.
	 
	19.2	 	Preservation and Enforcement of Rights
	 
	 	 	The Borrower shall, from time to time on demand of the Agent, reimburse the Finance Parties
for all costs and expenses (including legal fees) on a full indemnity basis together with
any VAT thereon incurred in or in connection with the preservation and/or enforcement of any
of the rights of the Finance Parties under the Finance Documents and any document referred
to in the Finance Documents (including, without limitation, any costs and expenses relating
to any investigation commenced in good faith as to whether or not an Event of Default might
have occurred or is likely to occur or any steps necessary or desirable in connection with
any proposal for remedying or otherwise resolving a Default or Event of Default).
	 
	19.3	 	Stamp Taxes
	 
	 	 	The Borrower shall pay and, within five Business Days of demand, indemnify each Finance
Party against any cost, loss or liability that it incurs in relation to all stamp duty,
registration and other similar taxes payable in respect of any Finance Document.
	 
	19.4	 	Amendment Costs
	 
	 	 	If the Borrower requests any amendment, waiver or consent then the Borrower shall, within
five Business Days of demand by the Agent, reimburse the Finance Parties for all costs and
expenses (including legal fees) together with any VAT thereon reasonably incurred by such
person in responding to or complying with such request.






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	19.5	 	Lenders’ Liabilities for Costs
	 
	 	 	If the Borrower fails to perform any of its obligations under this Clause 19, each Lender
shall (in proportion to its share of the Total Commitments or, if the Total Commitments are
then zero, to its share of the Total Commitments immediately prior to their reduction to
zero), indemnify the Agent against any loss incurred by it as a result of such failure.
	 
	20.	 	DEFAULT INTEREST AND BREAK COSTS
	 
	20.1	 	Default Interest Periods
	 
	 	 	If any sum due and payable by the Borrower hereunder is not paid on the due date therefor
in accordance with Clause 24 (Payment Mechanics) or if any sum due and payable by the
Borrower under any judgment of any court in connection herewith is not paid on the date of
such judgment, the period beginning on such due date or, as the case may be, the date of
such judgment and ending on the date upon which the obligation of the Borrower to pay such
sum is discharged shall be divided into successive periods, each of which (other than the
first) shall start on the last day of the preceding such period and the duration of each of
which shall (except as otherwise provided in this Clause 20) be selected by the Agent.
	 
	20.2	 	Default Interest
	 
	 	 	An Unpaid Sum shall bear interest during each Term in respect thereof at the rate per annum
which is the sum from time to time of 1.5 per cent. per annum, LIBOR (or in the case of any
Unpaid Sum denominated in euro, EURIBOR) and the Mandatory Cost on the Quotation Date
therefor.
	 
	20.3	 	Payment of Default Interest
	 
	 	 	Any interest which shall have accrued under Clause 20.2 (Default Interest) in respect of an
Unpaid Sum shall be due and payable and shall be paid by the Borrower owing the Unpaid Sum
on the last day of each Term in respect thereof or on such other dates as the Agent may
specify by notice to the Borrower.
	 
	20.4	 	Market disruption






	 	20.4.1	 	If a Market Disruption Event occurs in relation to an Unpaid Sum for any Interest
Period, then the rate of interest on each Lender’s share of that Unpaid Sum for the
Interest Period shall be the rate per annum which is the sum of:






	 	(a)	 	1.5 per cent. per annum;
	 
	 	(b)	 	the rate notified to the Agent by that Lender as soon as
practicable and in any event before interest is due to be paid in respect of
that Interest Period, to be that which expresses as a percentage rate per
annum the cost to that Lender of funding that Unpaid Sum from whatever source
it may reasonably select; and
	 
	 	(c)	 	the Mandatory Cost, if any, applicable to that Lender’s
participation in the Unpaid Sum.




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	 	20.4.2	 	In this Agreement “Market Disruption Event” means:






	 	(a)	 	at or about noon on the Quotation Date for the relevant
Interest Period, the Screen Rate is not available and none or only one of the
Reference Banks supplies a rate to the Agent to determine LIBOR, or if
applicable, EURIBOR, for the relevant currency and the relevant Interest
Period; or
	 
	 	(b)	 	before close of business in London on the Quotation Date for
the relevant Interest Period, the Agent receives notifications from a Lender
or Lenders (whose participations in an Unpaid Sum exceed 50 per cent. of that
Unpaid Sum) that the cost to it of obtaining matching deposits in the Relevant
Interbank Market would be in excess of LIBOR or, if applicable, EURIBOR;






	20.5	 	Alternative basis of interest or funding






	 	20.5.1	 	If a Market Disruption Event occurs and the Agent or the Borrower so requires, the
Agent and the Borrower shall enter into negotiations (for a period of not more than
thirty days) with a view to agreeing a substitute basis for determining the rate of
interest.
	 
	 	20.5.2	 	Any alternative basis agreed pursuant to sub-clause 20.5.1 above shall, with the
prior consent of all the Lenders and the Borrower, be binding on all parties hereto.






	20.6	 	Break Costs
	 
	 	 	If any Lender or the Agent on its behalf receives or recovers all or any part of any Unpaid
Sum otherwise than on the last day of a Term in respect thereof, the Borrower shall pay to
the Agent on demand for account of such Lender an amount equal to the amount (if any) by
which (a) the additional interest which would have been payable on the amount so received or
recovered had it been received or recovered on the last day of such Term exceeds (b) the
amount of interest which in the opinion of the Agent would have been payable to the Agent on
the last day of that Term in respect of a deposit in the currency in which the Unpaid Sum is
denominated equal to the amount so received or recovered placed by it with a prime bank in
the Relevant Interbank Market for a period starting on the first Business Day following the
date of such receipt or recovery and ending on the last day of that Term provided that no
such amount shall be payable by the Borrower to the Agent in the event that any, all or any
part of such Unpaid Sum is received or recovered as a result of any refinancing of this
Facility with the Lenders.
	 
	21.	 	OTHER INDEMNITIES
	 
	21.1	 	Currency Indemnity
	 
	 	 	If any sum (a “Sum”) due from the Borrower under the Finance Documents or any order or
judgment given or made in relation hereto has to be converted from the currency (the “First
Currency”) in which such Sum is payable into another currency (the “Second Currency”) for
the purpose of:




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	 	21.1.1	 	making or filing a claim or proof against the Borrower;
	 
	 	21.1.2	 	obtaining an order or judgment in any court or other tribunal; or
	 
	 	21.1.3	 	enforcing any order or judgment given or made in relation hereto,






the Borrower shall indemnify each person to whom such Sum is due from and against any loss
suffered or incurred as a result of any discrepancy between (a) the rate of exchange used
for such purpose to convert such Sum from the First Currency into the Second Currency and
(b) the rate or rates of exchange available to such person at the time of receipt of such
Sum.




	21.2	 	Other Indemnities
	 
	 	 	The Borrower shall, within five Business Days of demand, indemnify each Secured Party
against any reasonably incurred cost, loss or liability incurred by that Secured Party as a
result of:






	 	21.2.1	 	the occurrence of any Event of Default;
	 
	 	21.2.2	 	subject to the terms of Clause 17.1 (Failure to Pay), a failure by the Borrower to
pay any amount due under a Finance Document on its due date, including without
limitation, any cost, loss or liability arising as a result of Clause 23 (Sharing among
the Finance Parties);
	 
	 	21.2.3	 	making arrangements to issue a Letter of Credit requested by the Borrower in a
Utilisation Request but not issued by reason of the operation of any one or more of the
provisions of this Agreement (other than by reason of wilful default or gross
negligence by that Finance Party alone); or
	 
	 	21.2.4	 	a Letter of Credit (or part of a Letter of Credit) not being prepaid in accordance
with a notice of prepayment given by the Borrower.






	21.3	 	Indemnity to the Agent






	 	21.3.1	 	If the Agent (acting reasonably) proposes to investigate any event which it believes
is a Default, it will notify the Borrower specifying in reasonable detail the grounds
for such investigation and, unless the Borrower delivers evidence in form and substance
satisfactory to the Agent that no Default has occurred, the Borrower shall promptly
indemnify the Agent against any cost, loss or liability properly incurred by the Agent
as a result of investigating any such event.
	 
	 	21.3.2	 	The Borrower shall promptly indemnify the Agent against any cost, loss or liability
incurred by the Agent (acting reasonably) as a result of acting or relying on any
notice, request or instruction which it reasonably believes to be genuine and correct.






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	21.4	 	Indemnity to the Trustee
	 
	 	 	The Borrower shall promptly indemnify the Trustee and every Receiver and Delegate against
any reasonably incurred cost, loss or liability incurred by any of them as a result of:






	 	21.4.1	 	the protection or enforcement of the Transaction Security;
	 
	 	21.4.2	 	the exercise of any of the rights, powers, discretions and remedies vested in the
Trustee and Delegate by the Finance Documents or by law; and
	 
	 	21.4.3	 	any default by the Borrower in the performance of any of the obligations expressed to
be assumed by it in the Finance Documents.






The Trustee may, in priority to any payment to the Secured Parties, indemnify itself out of
the Charged Property in respect of, and pay and retain, all sums necessary to give effect to
the indemnity in this Clause 21.4 and shall have a lien on the Transaction Security and the
proceeds of the enforcement of the Transaction Security for all moneys payable to it.




	22.	 	CURRENCY OF ACCOUNT AND PAYMENT






	 	22.1.1	 	Subject to sub-clauses 22.1.2 to 22.1.5 below, the Base Currency is the currency of
account and payment for any sum due from the Borrower under any Finance Document.
	 
	 	22.1.2	 	A repayment of an Unpaid Sum or a part of an Unpaid Sum shall be made in the currency
in which that Unpaid Sum is denominated on its due date.
	 
	 	22.1.3	 	Each payment of interest shall be made in the currency in which the sum in respect of
which the interest is payable was denominated when that interest accrued.
	 
	 	22.1.4	 	Each payment in respect of costs, expenses or Taxes shall be made in the currency in
which the costs, expenses or Taxes are incurred.
	 
	 	22.1.5	 	Any amount expressed to be payable in a currency other than the Base Currency shall
be paid in that other currency.






	23.	 	SHARING AMONG THE FINANCE PARTIES
	 
	23.1	 	Payments to Finance Parties
	 
	 	 	If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the
Borrower other than in accordance with Clause 24 (Payment mechanics) or Clause 26
(Application of Proceeds) and applies that amount to a payment due under the Finance
Documents then:






	 	23.1.1	 	the Recovering Finance Party shall, within three Business Days, notify details
of the receipt or recovery, to the Agent;




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	 	23.1.2	 	the Agent shall determine whether the receipt or recovery is in excess of
the amount the Recovering Finance Party would have been paid had the receipt or
recovery been received or made by the Agent and distributed in accordance with
Clause 24 (Payment mechanics), without taking account of any Tax which would be
imposed on the Agent in relation to the receipt, recovery or distribution; and
	 
	 	23.1.3	 	the Recovering Finance Party shall, within three Business Days of demand by the
Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or
recovery less any amount which the Agent determines may be retained by the Recovering
Finance Party as its share of any payment to be made, in accordance with Clause 24.4
(Partial payments).






	23.2	 	Redistribution of payments
	 
	 	 	The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and
distribute it between the Finance Parties (other than the Recovering Finance Party) in
accordance with Clause 24.4 (Partial payments).
	 
	23.3	 	Recovering Finance Party’s rights






	 	23.3.1	 	On a distribution by the Agent under Clause 23.2 (Redistribution of
payments), the Recovering Finance Party will be subrogated to the rights of the Finance
Parties which have shared in the redistribution.
	 
	 	23.3.2	 	If and to the extent that the Recovering Finance Party is not able to rely on its
rights under sub-clause 23.3.1 above, the Borrower shall be liable to the Recovering
Finance Party for a debt equal to the Sharing Payment which is immediately due and
payable and shall not be liable to the Finance Parties (other than the Recovering
Finance Party) in respect of any part of a Sharing Payment received by them.






	23.4	 	Reversal of redistribution
	 
	 	 	If any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:






	 	23.4.1	 	each Finance Party which has received a share of the relevant Sharing Payment
pursuant to Clause 23.2 (Redistribution of payments) shall, upon request of the Agent,
pay to the Agent for account of that Recovering Finance Party an amount equal to the
appropriate part of its share of the Sharing Payment (together with an amount as
is necessary to reimburse that Recovering Finance Party for its proportion of any
interest on the Sharing Payment which that Recovering Finance Party is required to
pay); and
	 
	 	23.4.2	 	that Recovering Finance Party’s rights of subrogation in respect of any
reimbursement shall be cancelled and the Borrower will be liable to the reimbursing
Finance Party for the amount so reimbursed.




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	23.5	 	Exceptions






	 	23.5.1	 	This Clause 23 shall not apply to the extent that the Recovering Finance Party would
not, after making any payment pursuant to this Clause, have a valid and enforceable
claim against the Borrower.
	 
	 	23.5.2	 	A Recovering Finance Party is not obliged to share with any other Finance Party any
amount which the Recovering Finance Party has received or recovered as a result of
taking legal or arbitration proceedings, if:






	 	(a)	 	it notified that other Finance Party of the
legal or arbitration proceedings; and
	 
	 	(b)	 	that other Finance Party had an opportunity to participate in
those legal or arbitration proceedings but did not do so as soon as reasonably
practicable having received notice and did not take separate legal or
arbitration proceedings.






	24.	 	PAYMENT MECHANICS
	 
	24.1	 	Payments to the Agent
	 
	 	 	On each date on which the Borrower or a Lender is required to make a payment under a Finance
Document, the Borrower or that Lender shall make the same available to the Agent (unless a
contrary indication appears in a Finance Document) for value on the due date at the time and
in such funds and to such account with such bank as the Agent shall specify from time to
time.
	 
	24.2	 	Distributions by the Agent
	 
	 	 	Each payment received by the Agent under the Finance Documents for another party shall,
subject to Clause 24.3 (Clawback) and Clause 27.16 (Deduction from amounts payable by an
Agent) be made available by the Agent as soon as practicable after receipt to the party
entitled to receive payment in accordance with this Agreement (in the case of a Lender, for
the account of its Facility Office), to such account as that party may notify to the Agent
by not less than five Business Days’ notice with a bank in the principal financial centre of
the country of that currency (or, in relation to euro, in the principal financial centre of
a Participating Member State or London).
	 
	24.3	 	Clawback






	 	24.3.1	 	Where a sum is to be paid to the Agent under the Finance Documents for another party,
the Agent is not obliged to pay that sum to that other party (or to enter into or
perform any related exchange contract) until it has been able to establish to its
satisfaction that it has actually received that sum.
	 
	 	24.3.2	 	If the Agent pays an amount to another party and it proves to be the case that the
Agent had not actually received that amount, then the party to whom that amount (or the
proceeds of any related exchange contract) was paid by the Agent shall on demand refund
the same to the Agent together with interest on that amount from the date of payment to
the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.






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	24.4	 	Partial Payments






	 	24.4.1	 	If the Agent receives a payment that is insufficient to discharge all the amounts then
due and payable by the Borrower under the Finance Documents, the Agent shall apply that
payment towards the obligations of the Borrower under the Finance Documents in the
following order:






	 	(a)	 	first, in or towards payment pro rata of any unpaid fees,
costs and expenses of the Agent, the Arranger and the Trustee under the
Finance Documents;
	 
	 	(b)	 	secondly, in or towards payment pro rata of any accrued
interest, fee or commission due but unpaid under this Agreement;
	 
	 	(c)	 	thirdly, in or towards payment pro rata of any liabilities
due in respect of each Letter of Credit but unpaid under this Agreement; and
	 
	 	(d)	 	fourthly, in or towards payment pro rata of any other sum due
but unpaid under the Finance Documents.






	 	24.4.2	 	The Agent shall, if so directed by the Lenders, vary the order set out in paragraphs
(b) to (d) of sub-clause 24.4.1 above.
	 
	 	24.4.3	 	Sub-clauses 24.4.1 and 24.4.2 above will override any appropriation made by the
Borrower.






	24.5	 	No set-off by the Borrower
	 
	 	 	All payments to be made by the Borrower under the Finance Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.
	 
	24.6	 	Business Days






	 	24.6.1	 	Any payment which is due to be made on a day that is not a Business Day shall be made
on the next Business Day in the same calendar month (if there is one) or the preceding
Business Day (if there is not).
	 
	 	24.6.2	 	During any extension of the due date for payment of any Unpaid Sum under this
Agreement interest is payable on the Unpaid Sum at the rate payable on the original due
date.






	25.	 	SET-OFF
	 
	25.1	 	Contractual Set-off
	 
	 	 	The Borrower authorises each Lender at any time after the occurrence of an Event of Default
which is continuing to apply any credit balance to which the Borrower is entitled on any
account of the Borrower with such Lender in satisfaction of any sum due and payable from the
Borrower to such Lender hereunder but unpaid. For this purpose, each Lender is authorised to
purchase with the moneys standing to the credit of any such account such other currencies as
may be necessary to effect such application.




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	25.2	 	Set-off not Mandatory
	 
	 	 	No Lender shall be obliged to exercise any right given to it by Clause 25.1 (Contractual
Set-off).
	 
	26.	 	APPLICATION OF PROCEEDS
	 
	26.1	 	Order of Application
	 
	 	 	All moneys from time to time received or recovered by the Trustee in connection with the
realisation or enforcement of all or any part of the Transaction Security shall be held by
the Trustee on trust to apply them at such times as the Trustee sees fit, to the extent
permitted by applicable law, in the following order of priority:






	 	26.1.1	 	in discharging any sums owing to the Trustee (in its capacity as trustee), any
Delegate;
	 
	 	26.1.2	 	in payment to the Agent, on behalf of the Secured Parties, for application towards
the discharge of all sums due and payable by the Borrower under any of the Finance
Documents in accordance with Clause 24.4 (Partial Payments);
	 
	 	26.1.3	 	if the Borrower is under no further actual or contingent liability under any Finance
Document, in payment to any person to whom the Trustee is obliged to pay in priority to
the Borrower; and
	 
	 	26.1.4	 	the balance, if any, in payment to the Borrower.






	26.2	 	Investment of Proceeds
	 
	 	 	Prior to the application of the proceeds of the Transaction Security in accordance with
Clause 26.1 (Order of Application) the Trustee may, at its discretion, hold all or part of
those proceeds in an interest bearing suspense or impersonal account(s) (bearing interest at
a market rate usual, in the reasonable opinion of the Trustee, for an account of that type)
in the name of the Trustee or Agent with such financial institution (including itself) and
for so long as the Trustee thinks fit (the interest being credited to the relevant account)
pending the application from time to time of those monies at the Trustee’s discretion in
accordance with the provisions of this Clause 26.
	 
	26.3	 	Currency Conversion






	 	26.3.1	 	For the purpose of or pending the discharge of any of the Secured Obligations the
Trustee may convert any moneys received or recovered by the Trustee from one currency
to another, at the spot rate at which the Trustee is able to purchase the currency in
which the Secured Obligations are due with the amount received.
	 
	 	26.3.2	 	The obligations of the Borrower to pay in the due currency shall only be satisfied to
the extent of the amount of the due currency purchased after deducting the costs of
conversion.






	26.4	 	Permitted Deductions
	 
	 	 	The Trustee shall be entitled (a) to set aside by way of reserve amounts required to meet
and (b) to make and pay, any deductions and withholdings (on account of Tax or




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	 	 	otherwise) which it is or may be required by any applicable law to make from any
distribution or payment made by it under this Agreement, and to pay all Tax which may be
assessed against it in respect of any of sums received by it pursuant to this Agreement, or
as a consequence of performing its duties, or by virtue of its capacity as Trustee under
any of the Finance Documents or otherwise (except in connection with its remuneration for
performing its duties under this Agreement).






	26.5	 	Discharge of Secured Obligations






	 	26.5.1	 	Any payment to be made in respect of the Secured Obligations by the Trustee may be
made to the Agent on behalf of the Lenders and that payment shall be a good discharge
to the extent of that payment, to the Trustee.
	 
	 	26.5.2	 	The Trustee is under no obligation to make payment to the Agent in the same currency
as that in which any Unpaid Sum is denominated.






	26.6	 	Sums received by the Borrower
	 
	 	 	If the Borrower receives any sum which, pursuant to any of the Finance Documents, should
have been paid to the Trustee, that sum shall promptly be paid to the Trustee for
application in accordance with this Clause 26.






	27.	 	ROLE OF THE AGENT AND THE ARRANGER
	 
	27.1	 	Appointment of the Agent
	 
	 	 	Each other Finance Party (other than the Trustee) appoints the Agent to act as its agent
under and in connection with the Finance Documents and authorises the Agent to exercise the
rights, powers, authorities and discretions specifically given to the Agent under or in
connection with the Finance Documents together with any other incidental rights, powers,
authorities and discretions.
	 
	27.2	 	Duties of the Agent






	 	27.2.1	 	The Agent shall promptly forward to a party the original or a copy of any document
which is delivered to the Agent for that party by any other party.
	 
	 	27.2.2	 	Except where a Finance Document specifically provides otherwise, the Agent is not
obliged to review or check the adequacy, accuracy or completeness of any document it
forwards to another party.
	 
	 	27.2.3	 	If the Agent receives notice from a party referring to this Agreement, describing a
Default and stating that the circumstance described is a Default, it shall promptly
notify the other Finance Parties.
	 
	 	27.2.4	 	If the Agent is aware of the non-payment of any principal, interest,
commitment fee or other fee payable to a Lender under this Agreement it shall promptly
notify the other Finance Parties.
	 
	 	27.2.5	 	The Agent’s duties under the Finance Documents are solely mechanical and
administrative in nature.




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	27.3	 	Role of the Arranger
	 
	 	 	Except as specifically provided in the Finance Documents, the Arranger has no obligations
of any kind to any other Party under or in connection with any Finance Document.






	27.4	 	No fiduciary duties






	 	27.4.1	 	Nothing in this Agreement constitutes the Agent or the Arranger as a trustee or
fiduciary of any other person.
	 
	 	27.4.2	 	Neither the Agent nor the Arranger shall be bound to account to any Lender for any
sum or the profit element of any sum received by it for its own account.






	27.5	 	Business with the Group
	 
	 	 	The Agent and the Arranger may accept deposits from, lend money to and generally engage in
any kind of banking or other business with any member of the Group.
	 
	27.6	 	Rights and discretions of the Agent






	 	27.6.1	 	The Agent may rely on:






	 	(a)	 	any representation, notice or document reasonably believed by
it to be genuine, correct and appropriately authorised; and
	 
	 	(b)	 	any statement made by a director, authorised signatory or
employee of any person regarding any matters which may reasonably be assumed
to be within his knowledge or within his power to verify.






	 	27.6.2	 	The Agent may assume (unless it has received notice to the contrary in its capacity
as agent for the Lenders) that:






	 	(a)	 	no Default has occurred (unless it has actual knowledge of a
Default arising under Clause 17.1 (Failure to Pay)); and
	 
	 	(b)	 	any right, power, authority or discretion vested in any party
or the Lenders have not been exercised.






	 	27.6.3	 	The Agent may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts.
	 
	 	27.6.4	 	The Agent may act in relation to the Finance Documents through its personnel and
agents.
	 
	 	27.6.5	 	The Agent may disclose to any other party to this Agreement any information it
reasonably believes it has received as agent under this Agreement and is required or
permitted to disclose to that party.
	 
	 	27.6.6	 	Notwithstanding any other provision of any Finance Document to the
contrary, the Agent is not obliged to do or omit to do anything if it would or might in
its reasonable opinion constitute a breach of any law or regulation or a breach of a
fiduciary duty or duty of confidentiality.




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	27.7	 	Lenders’ instructions






	 	27.7.1	 	Unless a contrary indication appears in a Finance Document, the Agent shall (i)
exercise any right, power, authority or discretion vested in it as Agent in accordance
with any instructions given to it by the Lenders (or, if so instructed by the
Lenders, refrain from exercising any right, power, authority or discretion vested in it
as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from
taking any action) in accordance with an instruction of the Lenders.
	 
	 	27.7.2	 	Unless a contrary indication appears in a Finance Document, any instructions given by
the Lenders will be binding on all the Finance Parties.
	 
	 	27.7.3	 	The Agent may refrain from acting in accordance with the instructions of the Lenders
until it has received such security as it may require for any cost, loss or liability
(together with any associated VAT) which it may incur in complying with the
instructions.
	 
	 	27.7.4	 	The Agent is not authorised to act on behalf of a Lender (without first obtaining
that Lender’s consent) in any legal or arbitration proceedings relating to any
Finance Document.






	27.8	 	Responsibility for documentation
	 
	 	 	Neither the Agent nor the Arranger:






	 	27.8.1	 	is responsible to any Finance Party for the adequacy, accuracy and/or
completeness of any information (whether oral or written) supplied by the Agent, the
Arranger, the Borrower or any other person given in or in connection with any Finance
Document; or
	 
	 	27.8.2	 	is responsible for the legality, validity, effectiveness, adequacy
or enforceability of any Finance Document or any other agreement, arrangement or
document entered into, made or executed in anticipation of or in connection with any
Finance Document.






	27.9	 	Exclusion of liability






	 	27.9.1	 	Without limiting sub-clause 27.9.2 below, the Agent will not be liable to any Finance
Party for any action taken by it under or in connection with any Finance Document,
unless directly caused by its gross negligence or wilful misconduct.
	 
	 	27.9.2	 	No party (other than the Agent) may take any proceedings against any officer,
employee or agent of the Agent in respect of any claim it might have against the Agent
or in respect of any act or omission of any kind by that officer, employee or agent in
relation to any Finance Document and any officer, employee or agent of the Agent may
rely on this Clause subject to Clause 1.8 (Third Party Rights) and the provisions of
the Contracts (Rights of Third Parties) Act 1999.




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	 	27.9.3	 	The Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Finance Documents to be paid
by the Agent if the Agent has taken all necessary steps as soon as reasonably
practicable to comply with the regulations or operating procedures of any
recognised clearing or settlement system used by the Agent for that purpose.
	 
	 	27.9.4	 	Nothing in this Agreement shall oblige the Agent or the Arranger to carry out any
“know your customer” or other checks in relation to any person on behalf of any Lender
and each Lender confirms to the Agent and the Arranger that it is solely responsible
for any such checks it is required to carry out and that it may not rely on any
statement in relation to such checks made by the Agent or the Arranger.






	27.10	 	Lenders’ indemnity to the Agent
	 
	 	 	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Agent, within three Business Days of demand, against any
cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s
gross negligence or wilful misconduct) in acting as Agent under the Finance Documents
(unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document)
including, but not limited to, the execution and delivery of any Letter of Credit by the
Agent and any documents executed and delivered by it in connection therewith and any
payment made by the Agent in accordance with the terms of a Letter of Credit or pursuant to
the instructions of the Lenders.
	 
	27.11	 	Resignation of the Agent






	 	27.11.1	 	The Agent may resign and appoint one of its Affiliates acting through an office in
the United Kingdom as successor by giving notice to the other Finance Parties and the
Borrower.
	 
	 	27.11.2	 	Alternatively the Agent may resign by giving notice to the other Finance Parties and
the Borrower, in which case the Lenders (after consultation with the Borrower) may
appoint a successor Agent.
	 
	 	27.11.3	 	If the Lenders have not appointed a successor Agent in accordance with sub-clause
27.11.2 above within 30 days after notice of resignation was given, the Agent (after
consultation with the Borrower) may appoint a successor Agent (acting through an office
in the United Kingdom).
	 
	 	27.11.4	 	The retiring Agent shall, at its own cost, make available to the successor Agent
such documents and records and provide such assistance as the successor Agent
may reasonably request for the purposes of performing its functions as Agent under the
Finance Documents.
	 
	 	27.11.5	 	The Agent’s resignation notice shall only take effect upon the appointment of a
successor.




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	 	27.11.6	 	Upon the appointment of a successor, the retiring Agent shall be discharged
from any further obligation as Agent in respect of the Finance Documents but shall
remain entitled to the benefit of this Clause 27. Its successor and each of the
other parties shall have the same rights and obligations amongst
themselves as they would have had if such successor had been an original party.
	 
	 	27.11.7	 	After consultation with the Borrower, the Lenders may, by notice to the Agent,
require it to resign in accordance with sub-clause 27.11.2 above. In this event, the
Agent shall resign in accordance with sub-clause 27.11.2 above.






	27.12	 	Confidentiality






	 	27.12.1	 	In acting as agent for the Finance Parties, the Agent shall be regarded as acting
through its agency division which shall be treated as a separate entity from any other
of its divisions or departments.
	 
	 	27.12.2	 	If information is received by another division or department of the Agent, it may be
treated as confidential to that division or department and the Agent shall not be
deemed to have notice of it.






	27.13	 	Relationship with the Lenders






	 	27.13.1	 	The Agent may treat each Lender as a Lender, entitled to payments under this
Agreement and acting through its Facility Office unless it has received not less than
five Business Days prior notice from that Lender to the contrary in accordance with the
terms of this Agreement.
	 
	 	27.13.2	 	Each Lender shall supply the Agent with any information required by the Agent in
order to calculate the Mandatory Cost in accordance with Schedule 6 (Mandatory Cost
Formulae).






	27.14	 	Credit appraisal by the Lenders






Without affecting the responsibility of the Borrower for information supplied by it or on
its behalf in connection with any Finance Document, each Lender confirms to the Agent and
the Arranger that it has been, and will continue to be, solely responsible for making its
own independent appraisal and investigation of all risks arising under or in connection
with any Finance Document including but not limited to:




	 	27.14.1	 	the financial condition, status and nature of each member of the Group;
	 
	 	27.14.2	 	the legality, validity, effectiveness, adequacy or enforceability of any Finance
Document and any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document;
	 
	 	27.14.3	 	whether that Lender has recourse, and the nature and extent of that recourse,
against any party or any of its respective assets under or in connection with any
Finance Document, the transactions contemplated by the Finance




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	 	 	 	Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document; and






	 	27.14.4	 	the adequacy, accuracy and/or completeness of any information provided by the
Agent, any party or by any other person under or in connection with any Finance
Document, the transactions contemplated by the Finance Documents or any other
agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document.






	27.15	 	Management Time
	 
	 	 	Any amount payable to an Agent or the Trustee under Clause 19 (Costs and expenses), Clause
21.3 (Indemnity to the Agent) and Clause 27.10 (Lender’s Indemnity to the Agent) shall
include the cost of utilising the Agent’s and Trustees’ management time or other resources
and will be calculated on the basis of such reasonable daily or hourly rates as the Agent
and Trustee may notify to the Borrower and the Lenders, and is in addition to any fee paid
or payable to it under Clause 14.1 (Fees).
	 
	27.16	 	Deduction from amounts payable by the Agent
	 
	 	 	If any party owes an amount to the Agent under the Finance Documents, the Agent may, after
giving notice to that party, deduct an amount not exceeding that amount from any payment to
that party which the Agent would otherwise be obliged to make under the Finance Documents
and apply the amount deducted in or towards satisfaction of the amount owed. For the
purposes of the Finance Documents that party shall be regarded as having received any amount
so deducted.
	 
	28.	 	ROLE OF TRUSTEE
	 
	28.1	 	Trust
	 
	 	 	The Trustee declares that it shall hold the Transaction Security on trust for the Secured
Parties on the terms contained in this Agreement. Each of the parties to this Agreement
agrees that the Trustee shall have only those duties, obligations and responsibilities
expressly specified in this Agreement or in the Security Documents (and no others shall be
implied).
	 
	28.2	 	No Independent Power
	 
	 	 	The Secured Parties shall not have any independent power to enforce, or have recourse to,
the Cash Collateral except through the Trustee.
	 
	28.3	 	Trustee’s Instructions
	 
	 	 	The Trustee shall:






	 	28.3.1	 	unless a contrary indication appears in a Finance Document, act in accordance with
any instructions given to it by the Agent and shall be entitled to assume that (i) any
instructions received by it from the Agent are duly given by or on behalf of the
Lenders in accordance with the terms of the Finance Documents




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	 	 	 	and (ii) unless it has received actual notice of revocation that any instructions
or directions given by the Agent have not been revoked;






	 	28.3.2	 	be entitled to request instructions, or clarification of any direction, from the
Agent as to whether, and in what manner, it should exercise or refrain from exercising
any rights, powers and discretions and the Trustee may refrain from acting unless and
until those instructions or clarification are received by it; and
	 
	 	28.3.3	 	be entitled to carry out all dealings with the Lenders through the Agent and may give
to the Agent any notice or other communication required to be given by the Trustee to
the Lenders.






	28.4	 	Trustee’s Actions
	 
	 	 	Subject to the provisions of this Clause 28:






	 	28.4.1	 	the Trustee may, in the absence of any instructions to the contrary, take such action
in the exercise of any of its powers and duties under the Finance Documents which in
its absolute discretion it considers to be for the protection and benefit of all the
Secured Parties; and
	 
	 	28.4.2	 	at any time after receipt by the Trustee of notice from the Agent directing the
Trustee to exercise all or any of its rights, remedies, powers or discretions under any
of the Finance Documents, the Trustee may, and shall if so directed by the Agent, take
any action as in its sole discretion it thinks fit and which it is entitled to take to
enforce the Transaction Security.






	28.5	 	Trustee’s Discretions






	 	28.5.1	 	 The Trustee may assume (unless it has received actual notice to the
contrary in its capacity as trustee for the Secured Parties) that:






	 	(a)	 	no Default has occurred and the Borrower is not in breach of
or default under its obligations under any of the Finance Documents; and
	 
	 	(b)	 	any right, power, authority or discretion vested in any
person has not been exercised.






	 	28.5.2	 	The Trustee may, if it receives any instructions or directions from the Agent to take
any action in relation to the Transaction Security, assume that all applicable
conditions under the Finance Documents for taking that action have been satisfied.
	 
	 	28.5.3	 	The Trustee may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts (whether obtained by the Trustee or by any
other Secured Party) whose advice or services may at any time seem necessary, expedient
or desirable.
	 
	 	28.5.4	 	The Trustee may rely upon any communication or document believed by it to be genuine
and, as to any matters of fact which might reasonably be expected






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	 	 	 	to be within the knowledge of a Secured Party or the Borrower, upon a certificate
signed by or on behalf of that person.
	 
	 	28.5.5	 	The Trustee may refrain from acting in accordance with the instructions of the Agent
or Lenders (including bringing any legal action or proceeding arising out of or in
connection with the Finance Documents) until it has received any indemnification
and/or security that it may in its absolute discretion require (whether by way of
payment in advance or otherwise) for all costs, losses and liabilities which it may
incur in bringing such action or proceedings.






	28.6	 	Trustee’s Obligations
	 
	 	 	The Trustee shall promptly inform the Agent of:






	 	28.6.1	 	the contents of any notice or document received by it in its capacity as Trustee from
the Borrower under any Finance Document; and
	 
	 	28.6.2	 	the occurrence of any Default of which the Trustee has received notice from any other
party to this Agreement.






	28.7	 	Excluded Obligations
	 
	 	 	The Trustee shall not:






	 	28.7.1	 	be bound to enquire as to the occurrence or otherwise of any Default or the
performance, default or any breach by the Borrower of its obligations under any of the
Finance Documents;
	 
	 	28.7.2	 	be bound to account to any other Secured Party for any sum or the profit element of
any sum received by it for its own account;
	 
	 	28.7.3	 	be bound to disclose to any other person (including any Secured Party) (i) any
confidential information or (ii) any other information if disclosure would, or might in
its reasonable opinion, constitute a breach of any law or be a breach of fiduciary
duty;
	 
	 	28.7.4	 	be under any obligations other than those which are specifically provided for in the
Finance Documents; or
	 
	 	28.7.5	 	have or be deemed to have any duty, obligation or responsibility to, or relationship
of trust or agency with, the Borrower.






	28.8	 	No responsibility to perfect Transaction Security
	 
	 	 	The Trustee shall not be liable for any failure to:






	 	28.8.1	 	require the deposit with it of any deed or document certifying,
representing or constituting the title of the Borrower to any of the Charged Property;
	 
	 	28.8.2	 	obtain any licence, consent or other authority for the execution, delivery,
legality, validity, enforceability or admissibility in evidence of any of the Finance
Documents or the Transaction Security;










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	 	28.8.3	 	register, file or record or otherwise protect any of the Transaction
Security (or the priority of any of the Transaction Security) under any applicable
laws in any jurisdiction or to give notice to any person of the execution of any of
the Finance Documents or of the Transaction Security;
	 
	 	28.8.4	 	take, or to require the Borrower to take, any steps to perfect its title to any of
the Charged Property or to render the Transaction Security effective or to secure the
creation of any ancillary Security under the laws of any jurisdiction; or
	 
	 	28.8.5	 	require any further assurances in relation to any of the Security Documents.






	28.9	 	Insurance by Trustee






	 	28.9.1	 	The Trustee shall not be under any obligation to insure any of the Charged Property,
to require any other person to maintain any insurance or to verify any obligation to
arrange or maintain insurance contained in the Finance Documents. The Trustee shall
not be responsible for any loss which may be suffered by any person as a result of the
lack of or inadequacy of any such insurance.
	 
	 	28.9.2	 	Where the Trustee is named on any insurance policy as an insured party, it shall not
be responsible for any loss which may be suffered by reason of, directly or indirectly,
its failure to notify the insurers of any material fact relating to the risk assumed by
the insurers or any other information of any kind, unless any Secured Party has
requested it to do so in writing and the Trustee has failed to do so within fourteen
days after receipt of that request.






	28.10	 	Custodians and Nominees
	 
	 	 	The Trustee may appoint and pay any person to act as a custodian, sub-custodian or nominee
on any terms in relation to any assets of the trust as the Trustee may determine with the
consent of the Lenders, including for the purpose of depositing with a custodian this
Agreement or any document relating to the trust created under this Agreement and the
Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or
proceedings incurred by reason of the misconduct, omission or default on the part of any
person appointed by it under this Agreement or be bound to supervise the proceedings or
acts of any person.
	 
	28.11	 	Acceptance of Title
	 
	 	 	The Trustee shall be entitled to accept without enquiry, and shall not be obliged to
investigate, the right and title as the Borrower may have to the Charged Property and shall
not be liable for or bound to require the Borrower to remedy any defect in its right or
title.
	 
	28.12	 	Refrain from Illegality
	 
	 	 	The Trustee may refrain from doing anything which in its opinion will or may be contrary to
any relevant law, directive, regulation, request or guideline of any jurisdiction which
would or might otherwise render it liable to any person, and the




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	 	 	Trustee may do anything which is, in its opinion, necessary to comply with any law,
directive, regulation, request or guideline.
	 
	28.13	 	Business with the Group
	 
	 	 	The Trustee may accept deposits from, lend money to, and generally engage in any kind of
banking or other business with any member of the Group.
	 
	28.14	 	Releases
	 
	 	 	Upon a disposal of any of the Charged Property:






	 	28.14.1	 	pursuant to the enforcement of the Transaction Security by a Receiver or the
Trustee; or
	 
	 	28.14.2	 	if that disposal is permitted under the Finance Documents,
	 
	 	the Trustee shall (at the cost of the Borrower) release that property from the Transaction
Security and is authorised to execute, without the need for any further authority from the
Secured Parties, any release of the Transaction Security or other claim over that asset and
to issue any certificates of non-crystallisation of floating charges that may be required
or desirable.






	28.15	 	Winding up of Trust
	 
	 	 	If the Trustee, with the approval of the Lenders, determines that (a) all of the Secured
Obligations and all other obligations secured by any of the Security Documents have been
fully and finally discharged and (b) none of the Secured Parties is under any commitment,
obligation or liability (actual or contingent) to make advances or provide other financial
accommodation to the Borrower pursuant to the Finance Documents, the trusts set out in this
Agreement shall be wound up and the Trustee shall release, without recourse or warranty,
all of the Transaction Security and the rights of the Trustee under each of the Security
Documents.
	 
	28.16	 	Perpetuity Period
	 
	 	 	The perpetuity period under the rule against perpetuities, if applicable to this Agreement,
shall be the period of eighty years from the date of this Agreement.
	 
	28.17	 	Powers Supplemental
	 
	 	 	The rights, powers and discretions conferred upon the Trustee by this Agreement shall be
supplemental to the Trustee Acts 1925 and 2000 and in addition to any which may be vested
in the Trustee by general law or otherwise.
	 
	28.18	 	Disapplication
	 
	 	 	Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation
to the trusts constituted by this Agreement. Where there are any inconsistencies between the
Trustee Acts 1925 and 2000 and the provisions of this Agreement, the provisions of this
Agreement shall, to the extent allowed by law, prevail and, in the case of any inconsistency
with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction
or exclusion for the purposes of that Act.




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	28.19	 	Resignation of Trustee






	 	28.19.1	 	The Trustee may resign and appoint one of its Affiliates as successor by giving
notice to the other Parties (or to the Agent on behalf of the Lenders).
	 
	 	28.19.2	 	Alternatively the Trustee may resign by giving notice to the other Parties (or to
the Agent on behalf of the Lenders) in which case the Lenders may appoint a successor
Trustee.
	 
	 	28.19.3	 	If the Lenders have not appointed a successor Trustee in accordance with sub-clause
28.19.2 above within 30 days after the notice of resignation was given, the Trustee
(after consultation with the Agent and the Borrower) may appoint a successor Trustee.
	 
	 	28.19.4	 	The retiring Trustee shall, at its own cost, make available to the successor Trustee
such documents and records and provide such assistance as the successor Trustee may
reasonably request for the purposes of performing its functions as Trustee under the
Finance Documents.
	 
	 	28.19.5	 	The Trustee’s resignation notice shall only take effect upon (i) the appointment of
a successor and (ii) the transfer of all of the Transaction Security to that successor.
	 
	 	28.19.6	 	Upon the appointment of a successor, the retiring Trustee shall be discharged from
any further obligation as Trustee in respect of the Finance Documents but shall remain
entitled to the benefit of Clauses 27 (Role of Agent) and 28 (Role of Trustee). Its
successor and each of the other Parties shall have the same rights and obligations
amongst themselves as they would have had if such successor had been an original Party.
	 
	 	28.19.7	 	The Lenders may, by notice to the Trustee, require it to resign in accordance with
sub-clause 28.19.2 above. In this event, the Trustee shall resign in accordance with
sub-clause 28.19.2 above.






	28.20	 	Delegation






	 	28.20.1	 	The Trustee may, at any time, delegate by power of attorney or otherwise to any
person for any period, all or any of the rights, powers and discretions vested in it by
any of the Finance Documents.
	 
	 	28.20.2	 	The delegation may be made upon any terms and conditions (including the power to
sub-delegate) and subject to any restrictions as the Trustee may think fit in the
interests of the Secured Parties and it shall not be bound to supervise, or be in any
way responsible for any loss incurred by reason of any misconduct or default on
the part of any delegate or sub-delegate unless caused by the gross negligence or
wilful misconduct of the Trustee in making such delegation.




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	28.21	 	Additional Trustees






	 	28.21.1	 	The Trustee may at any time appoint (and subsequently remove) any person to act as a
separate trustee or as a co-trustee jointly with it (i) if it considers that
appointment to be in the interests of the Secured Parties or (ii) for the purposes of
conforming to any legal requirements, restrictions or conditions which the Trustee
deems to be relevant or (iii) for obtaining or enforcing any judgment in any
jurisdiction, and the Trustee shall give prior notice to the Borrower and the Agent of
that appointment.
	 
	 	28.21.2	 	Any person so appointed shall have the rights, powers and discretions (not exceeding
those conferred on the Trustee by this Agreement) and the duties and obligations
that are conferred or imposed by the instrument of appointment.
	 
	 	28.21.3	 	The remuneration that the Trustee may pay to any person, and any costs and expenses
incurred by that person in performing its functions pursuant to that appointment shall,
for the purposes of this Agreement, be treated as costs and expenses incurred by the
Trustee.






	29.	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES
	 
	 	 	No provision of this Agreement will:






	 	29.1.1	 	interfere with the right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;
	 
	 	29.1.2	 	oblige any Finance Party to investigate or claim any credit, relief, remission or
repayment available to it or the extent, order and manner of any claim; or
	 
	 	29.1.3	 	oblige any Finance Party to disclose any information relating to its affairs (tax or
otherwise) or any computations in respect of Tax.






	30.	 	ASSIGNMENTS AND TRANSFERS
	 
	30.1	 	Binding Agreement
	 
	 	 	This Agreement shall be binding upon and enure to the benefit of each party hereto and its
or any subsequent successors and Transferees.
	 
	30.2	 	Assignment and transfers by the Borrower
	 
	 	 	The Borrower may not assign any of its rights or transfer any of its rights or obligations
under the Finance Documents.
	 
	30.3	 	Assignment and Transfers by the Lenders
	 
	 	 	Subject to this Clause 30, any Lender (the “Existing Lender”) may at any time assign all or
any of its rights and benefits under the Finance Documents or transfer by novation any of
its rights and obligations to an Approved Credit Institution (the “New Lender”).




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	30.4	 	Conditions for Assignment or Transfer






	 	30.4.1	 	Any assignment or transfer by a Lender of its Commitment or participation in Letters
of Credit must be a pro rata assignment or transfer of its participation in each Letter
of Credit and must be in a minimum Base Currency Amount of $5,000,000.
	 
	 	30.4.2	 	An assignment will only be effective on:






	 	(a)	 	receipt by the Agent of written confirmation from the New
Lender (in form and substance satisfactory to the Agent) that the New Lender
will assume the same obligations to the other Finance Parties and the other
Secured Parties as it would have been under if it was a Lender; and
	 
	 	(b)	 	performance by the Agent of all necessary “know your
customer” or other similar checks under all applicable laws and regulations in
relation to such assignment to a New Lender, the completion of which the Agent
shall promptly notify to the Existing Lender and the New Lender.






	 	30.4.3	 	A transfer will only be effective if the procedure set out in Clause 30.7 (Procedure
for transfer) is complied with.
	 
	 	30.4.4	 	If:






	 	(a)	 	a Lender assigns or transfers any of its rights or
obligations under the Finance Documents or changes its Facility Office; and
	 
	 	(b)	 	as a result of circumstances existing at the date the
assignment, transfer or change occurs, the Borrower would be obliged to make a
payment to the New Lender or Lender acting through its new Facility Office
under Clause 9.1 (Tax gross-up) or Clause 11 (Increased costs),
	 
	 	(c)	 	then the New Lender or Lender acting through its new Facility
Office is only entitled to receive payment under those Clauses to the same
extent as the Existing Lender or Lender acting through its previous Facility
Office would have been if the assignment, transfer or change had not occurred.






	30.5	 	Assignment or transfer fee
	 
	 	 	The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to
the Agent (for its own account) a fee of £1,500.
	 
	30.6	 	Limitation of responsibility of Existing Lenders






	 	30.6.1	 	Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:






	 	(a)	 	the legality, validity, effectiveness, adequacy or
enforceability of the Finance Documents, the Transaction Security or any other
documents;
	 
	 	(b)	 	the financial condition of the Borrower;




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	 	(c)	 	the performance and observance of the Borrower of its obligations under
the Finance Documents or any other documents; or
	 
	 	(d)	 	the accuracy of any statements (whether written or oral) made
in or in connection with any Finance Document or any other document,







	 	 	 	and any representations or warranties implied by law are excluded.







	 	30.6.2	 	Each New Lender confirms to the Existing Lender and the other Finance Parties that
it:






	 	(a)	 	has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of the
Borrower and its related entities in connection with its participation in this
Agreement and has not relied exclusively on any information provided to it by
the Existing Lender in connection with any Finance Document; and
	 
	 	(b)	 	will continue to make its own independent
appraisal of the creditworthiness of the Borrower and its related entities
whilst any Letter of Credit is effective or any amount is or may be
outstanding under the Finance Documents or any Commitment is in force.






	 	30.6.3	 	Nothing in any Finance Document obliges an Existing Lender to:






	 	(a)	 	accept a re-transfer from a New Lender of any of the rights
and obligations assigned or transferred under this Clause 30; or
	 
	 	(b)	 	support any losses directly or indirectly incurred by the New
Lender by reason of the non-performance by the Borrower of its obligations
under the Finance Documents or otherwise.






	30.7	 	Procedure for transfer






	 	30.7.1	 	Subject to the conditions set out in Clause 30.4 (Conditions of Assignment or
Transfer) a transfer is effected in accordance with sub-clause 30.7.3 below when the
Agent executes an otherwise duly completed Transfer Certificate delivered to it by the
Existing Lender and the New Lender and the Agent makes a corresponding entry in the
Register pursuant to Clause 30.11 (The Register). The Agent shall, as soon as
reasonably practicable after receipt by it of a duly completed Transfer Certificate
appearing on its face to comply with the terms of this Agreement and delivered in
accordance with the terms of this Agreement, execute that Transfer Certificate.
	 
	 	30.7.2	 	The Agent shall only be obliged to execute a Transfer Certificate delivered to it by
the Existing Lender and the New Lender and make a corresponding entry in the Register
once it is satisfied it has complied with all necessary “know your customer” or
other similar checks under all applicable laws and regulations in relation to
the transfer to such New Lender.




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	 	30.7.3	 	On the Transfer Date:






	 	(a)	 	to the extent that in the Transfer Certificate the Existing
Lender seeks to transfer by novation its rights and obligations under
the Finance Documents and in respect of the Transaction Security the Borrower
and the Existing Lender shall be released from further obligations towards one
another under the Finance Documents and in respect of the Transaction
Security and their respective rights against one another shall be cancelled
(being the “Discharge Rights and Obligations”);
	 
	 	(b)	 	the Borrower and the New Lender shall assume obligations
towards one another and/or acquire rights against one another which differ
from the Discharge Rights and Obligations only insofar as the Borrower and the
New Lender have assumed and/or acquired the same in place of the Borrower and
the Existing Lender;
	 
	 	(c)	 	the Agent, the Trustee, the New Lender and other Lenders
shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had the New Lender been an
Original Lender with the rights and/or obligations acquired or assumed by it
as a result of the transfer; and
	 
	 	(d)	 	the New Lender shall become a Party as a “Lender”.






	30.8	 	Disclosure of information
	 
	 	 	Any Lender may disclose to any of its Affiliates and any other person:






	 	30.8.1	 	to (or through) whom that Lender assigns or transfers (or proposes to assign or
transfer) all or any of its rights and obligations under this Agreement;
	 
	 	30.8.2	 	with (or through) whom that Lender enters into (or proposes to enter into) any
sub-participation in relation to, or any other transaction under which payments are to
be made by reference to, this Agreement or the Borrower; or
	 
	 	30.8.3	 	to whom, and to the extent that, information is required to be disclosed by any
applicable law or regulation,







	 	 	any information about the Borrower, the Group and the Finance Documents as that Lender
shall consider appropriate if, in relation to sub-clauses 30.8.1 and 30.8.2 above, the
person to whom the information is to be given has entered into a
Confidentiality Undertaking.







	30.9	 	Security over Lenders’ rights
	 
	 	 	In addition to the other rights provided to Lenders under this Clause 30, each Lender may
without consulting with or obtaining consent from the Borrower, at any time charge, assign
or otherwise create Security in or over (whether by way of collateral or otherwise) all or
any of its rights under any Finance Document to secure obligations of that Lender including,
without limitation, any charge, assignment or other Security to





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	 	 	secure obligations to a federal reserve or central bank except that no such charge,
assignment or Security shall:






	 	30.9.1	 	release a Lender from any of its obligations under the Finance Documents or
substitute the beneficiary of the relevant charge, assignment or other Security for the
Lender as a party to any of the Finance Documents; or
	 
	 	30.9.2	 	require any payments to be made by the Borrower or grant to any person any more
extensive rights than those required to be made or granted to the relevant Lender under
the Finance Documents.






	30.10	 	Assignment to Federal Reserve Bank
	 
	 	 	Any Lender may at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement, without notice to or consent of any Party, to any U.S. Federal
Reserve Bank provided that (i) no Lender shall be relieved of any of its obligations under
this Agreement as a result of any such assignment and pledge and (ii) in no event shall such
U.S. Federal Reserve Bank be considered to be a “Lender” or be entitled to require the
assigning Lender to take or omit to take any action under this Agreement.
	 
	30.11	 	The Register
	 
	 	 	For U.S. federal income tax purposes only, the Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at one of its offices a copy of each Transfer
Certificate delivered to it and a register (the “Register”) for the recordation of the
names and addresses of each Lender and the Commitments of and obligations owing to each
Lender. Without limitation of any other provision of this Clause 30 (Assignments and
Transfers), no transfer shall be effective until recorded in the Register. The entries in
the Register shall be conclusive absent manifest error and the Borrower, the Agent and each
Lender may treat each person whose name is recorded in the Register as a Lender
notwithstanding any notice to the contrary. The Register shall be available for inspection
by the Borrower at any reasonable time and from time to time upon reasonable prior notice.
	 
	31.	 	CALCULATIONS AND EVIDENCE OF DEBT
	 
	31.1	 	Basis of Accrual
	 
	 	 	Interest, letter of credit commission and fees accruing hereunder shall accrue from day to
day and shall be calculated on the basis of a year of 365 days (or, where market practice
differs, in accordance with market practice) and the actual number of days elapsed.
	 
	31.2	 	Evidence of Debt
	 
	 	 	The Agent shall maintain in accordance with its usual practice accounts evidencing the face
amount of its participation in the Letter of Credit issued hereunder and the amounts owing
to it hereunder.






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	31.3	 	Control Accounts
	 
	 	 	The Agent shall maintain on its books a control account or accounts in which shall be
recorded (a) the amount of any Unpaid Sum and the face amount of each Letter of Credit
issued hereunder, (b) the amount of all fees, interest and other sums due or to become due
from the Borrower and (c) the amount of any sum received or recovered by the Agent
hereunder.
	 
	31.4	 	Prima Facie Evidence
	 
	 	 	In any legal action or proceeding arising out of or in connection with this Agreement, the
entries made in the accounts maintained pursuant to Clause 31.2 (Evidence of Debt) and
Clause 31.3 (Control Accounts) shall, in the absence of manifest error, be prima facie
evidence of the existence and amounts of the specified obligations of the Borrower.
	 
	31.5	 	Certificates of the Lenders
	 
	 	 	A certificate of a Lender as to (a) the amount by which a sum payable to it hereunder is to
be increased under Clause 9.1 (Tax Gross-Up), (b) the amount for the time being required to
indemnify it against any such cost, payment or liability as is mentioned in Clause 9.2 (Tax
Indemnity), Clause 11.1 (Increased Costs) or Clause 5.2 (Borrower’s Indemnity to Lenders) or
(c) the amount of any credit, relief, remission or repayment as is mentioned in Clause 10.3
(Tax Credit Payment) or Clause 10.4 (Tax Credit Clawback) shall, in the absence of manifest
error, be prima facie evidence of the existence and amounts of the specified obligations of
the Borrower.
	 
	31.6	 	Letters of Credit
	 
	 	 	A certificate of a Lender as to the amount paid by that Lender in respect of the Letter of
Credit shall, save for manifest error, be prima facie evidence of the payment of such
amount in any legal action or proceedings arising in connection therewith.
	 
	32.	 	REMEDIES AND WAIVERS, PARTIAL INVALIDITY
	 
	32.1	 	Remedies and Waivers
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any Lender, any right
or remedy under the Finance Documents shall operate as a waiver thereof, nor shall any
single or partial exercise of any right or remedy prevent any further or other exercise
thereof or the exercise of any other right or remedy. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies provided by law.
	 
	32.2	 	Partial Invalidity
	 
	 	 	If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in
any respect under the law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions hereof nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction shall in any way
be affected or impaired thereby.




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	33.	 	NOTICES
	 
	33.1	 	Communications in Writing
	 
	 	 	Each communication to be made under this Agreement shall be made in writing and, unless
otherwise stated, shall be made by letter or fax.
	 
	33.2	 	Addresses
	 
	 	 	Any communication or document to be made or delivered under this Agreement shall (unless the
recipient of such communication or document has, by 15 days written notice to the Agent,
specified another address or fax number) be made or delivered to the address or fax number
identified with its signature below.
	 
	33.3	 	Delivery
	 
	 	 	Any communication or document to be made or delivered by one person to another under this
Agreement shall:






	 	33.3.1	 	 if by way of letter, be deemed to have been delivered when left at the relevant
address or, as the case may be, ten days after being deposited in the post postage
prepaid in an envelope addressed to it at that address; and
	 
	 	33.3.2	 	if by way of fax, be deemed to have been received when transmission to the relevant
fax number has been completed,






provided that:




	 	33.3.3	 	any communication or document to be made or delivered to the Agent shall be effective
only if the same is expressly marked for the attention of the department and/or
officer identified with the Agent’s signature below (or such other department or
officer as the Agent shall from time to time specify for this purpose); and
	 
	 	33.3.4	 	any communication or document to be made or delivered to the Trustee shall be
effective only when addressed to its trustee division and received by the Trustee and
then only if the same is expressly marked for the attention of the department or
officer (if any) identified with the Trustee’s signature in the relevant Finance
Document (or such other department or officer as the Trustee shall from time to time
specify for this purpose).






	33.4	 	Notification of Changes
	 
	 	 	Promptly upon receipt of notification of a change of address or fax number pursuant to
Clause 33.2 (Addresses) or changing its own address or fax number, the Agent shall notify
the other parties to the relevant Finance Document of such change.
	 
	33.5	 	English Language
	 
	 	 	Each communication and document made or delivered by one party to another pursuant to this
Agreement shall be in the English language or accompanied by a translation thereof into
English certified (by an officer of the person making or delivering the same) as being a
true and accurate translation thereof.




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	34.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
	 
	35.	 	USA PATRIOT ACT
	 
	 	 	Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act, such Lender is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrower
and other information that will allow such Lender to identify the Borrower in accordance
with the USA Patriot Act.
	 
	36.	 	AMENDMENTS
	 
	36.1	 	Required consents






	 	36.1.1	 	Subject to Clause 28.14 (Releases) any term of the Finance Documents may be amended
or waived only with the prior written consent of the Lenders and the Borrower and any
such amendment or waiver will be binding on all Parties.
	 
	 	36.1.2	 	The Agent, or in respect of the Transaction Security the Trustee, may effect, on
behalf of any Finance Party, any amendment or waiver permitted by this Clause 36.
	 
	 	36.1.3	 	An amendment or waiver which relates to the rights or obligations of the Agent or the
Trustee may not be effected without the consent of the Agent or the Trustee.






	37.	 	GOVERNING LAW
	 
	 	 	This Agreement and all non-contractual obligations arising out of or in connection with it
are governed by English law.
	 
	38.	 	JURISDICTION
	 
	38.1	 	English Courts
	 
	 	 	Each of the parties hereto irrevocably agrees for the benefit of the Agent and each of the
Lenders that the courts of England shall have exclusive jurisdiction to hear and determine
any suit, action or proceeding, and to settle any disputes (each, a “Dispute”), which may
arise out of or in connection with this Agreement and, for such purposes, irrevocably
submits to the jurisdiction of such courts.
	 
	38.2	 	Convenient Forum
	 
	 	 	The Borrower irrevocably waives any objection which it might now or hereafter have to the
courts referred to in Clause 38.1 (English Courts) being nominated as the forum to hear and
determine any Dispute and agrees not to claim that any such court is not a convenient or
appropriate forum.




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	38.3	 	Non-Exclusive Jurisdiction
	 
	 	 	The submission to the jurisdiction of the courts referred to in Clause 38.1 (English
Courts) shall not (and shall not be construed so as to) limit the right of the Agent nor
any of the Lenders to take proceedings against the Borrower in any other court of competent
jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude
the taking of proceedings in any other jurisdiction, whether concurrently or not.
	 
	38.4	 	Service of process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the
Borrower:






	 	38.4.1	 	irrevocably appoints HCCS Corporation (UK branch) of Walsingham House, 35 Seething
Lane, London EC3N 4AH (Attention: Chief Financial Officer) as its agent for service of
process in relation to any proceedings before the English courts in connection with any
Finance Document; and
	 
	 	38.4.2	 	agrees that failure by an agent for service of process to notify the Borrower of the
process will not invalidate the proceedings concerned.






The Agent agrees that a copy of each notice sent to the Borrower’s agent for service of
process shall contemporaneously be sent to the Borrower provided that the Borrower agrees
that failure to do so will not invalidate the proceedings concerned.




	38.5	 	Waiver of jury trial
	 
	 	 	Each of the parties to this Agreement agrees to waive irrevocably its rights to a jury
trial of any claim based upon or arising out of this Agreement or any of the documents
referred to in this agreement or any transaction contemplated in this Agreement. This
waiver is intended to apply to all Disputes. Each Party acknowledges
that (a) this waiver is
a material inducement to enter into this Agreement, (b) it has already relied on this
waiver in entering into this Agreement and (c) it will continue to rely on this waiver in
future dealings. Each party represents that it has reviewed this waiver with its legal
advisers and that it knowingly and voluntarily waives its jury trial rights after
consultation with its legal advisers. In the event of litigation, this Agreement may be
filed as a written consent to a trial by the court.




IN WITNESS WHEREOF, the parties hereto have duly executed this instrument as a deed and delivered
it on the date first above written.




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SCHEDULE
1


The Original Lenders




	 	 	 	 	 
	Original Lender	 	Commitment ($)
	 
	 	 	 	 
	The Royal Bank of Scotland plc
	 	 	82,000,000	 
	Barclays Bank PLC
	 	 	70,000,000	 
	Total
	 	 	152,000,000	 






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SCHEDULE
2


Conditions Precedent





	1.	 	The Borrower






	 	(a)	 	A copy of the constitutional documents of the Borrower.
	 
	 	(b)	 	A copy of a board resolution of the Borrower:






	 	(i)	 	approving the terms of, and the transactions contemplated by
the Finance Documents to which it is a party and resolving that it execute
those Finance Documents;
	 
	 	(ii)	 	authorising a specified person or persons to execute the
Finance Documents to which it is a party;
	 
	 	(iii)	 	authorising a specified person or persons, on its behalf,
to sign and/or despatch all documents and notices (including, if relevant,
any Utilisation Request) to be signed and/or despatched; and
	 
	 	(iv)	 	approving the execution, delivery and performance of the
Finance Agreements to which it is a party and the terms and conditions thereof
and authorising a named person or persons to sign the Finance Documents to
which it is a party and any documents to be delivered by the Borrower pursuant
thereto.






	 	(c)	 	A specimen signature of each person authorised by the resolution referred to in
paragraph (b) above.
	 
	 	(d)	 	A certificate of an Authorised Signatory of the Borrower confirming that
utilisation of the Facility and entry into and performance of its obligations under
each of the Finance Documents would not cause any borrowing, guaranteeing or similar
restriction binding on it to be exceeded.
	 
	 	(e)	 	A certificate of an Authorised Signatory of the Borrower, certifying that each
copy document relating to it specified in this Schedule 2 is correct, complete and in
full force and effect as at a date no earlier than the date of this Agreement.






	2.	 	Legal opinions






	 	(a)	 	A legal opinion of Clifford Chance Limited Liability Partnership, legal
advisers to the Agent in respect of English law, substantially in the form distributed
to the Agent prior to the signing of this Agreement.
	 
	 	(b)	 	A legal opinion of Clifford Chance Limited Liability Partnership, legal
advisers to the Agent in respect of the laws of the state of Delaware, substantially
in the form distributed to the Agent prior to the signing of this Agreement.




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	3.	 	Other documents and evidence






	 	(a)	 	Evidence that any process agent referred to in Clause 38.4 (Service of process)
has accepted its appointment.
	 
	 	(b)	 	A copy the U.S. Facility Agreement.
	 
	 	(c)	 	A copy of a good standing certificate (including verification of tax status)
with respect to the Borrower, issued as of a recent date by the Secretary of State or
other appropriate official of:






	 	(i)	 	the Borrower’s jurisdiction of incorporation or organisation; and
	 
	 	(ii)	 	the jurisdiction of the Borrower’s registered place of business.






	 	(d)	 	A copy, certified a true copy by an Authorised Signatory of the Borrower of the
Original Financial Statements of the Borrower.
	 
	 	(e)	 	Evidence that the Account Party is authorised to underwrite business at
Lloyd’s.
	 
	 	(f)	 	Evidence that the fees, costs and expenses then due from the Borrower pursuant
to Clauses 18 (Fees) and 19 (Costs and Expenses) have been paid or will be paid by the
first Utilisation Date.
	 
	 	(g)	 	Evidence that on or prior to the first Utilisation Date (i) all actual or
contingent liabilities and obligations of the Borrower under the Existing L/C
Facilities have been or will be irrevocably discharged in full, (ii) all
commitments thereunder have been or will be irrevocably cancelled and (iii) all letters
of credit issued thereunder have been or will be cancelled and returned to the issuing
bank.






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SCHEDULE 3




Form Of Utilisation Request





	From:	 	HCC Insurance Holdings, Inc.
	 
	To:	 	The Royal Bank of Scotland plc as Agent




Dated:



Dear Sirs,





	1.	 	We refer to the agreement (the “Credit Agreement”) dated [•] November 2009 (as amended,
restated and supplemented from time to time) and made between HCC Insurance Holdings, Inc. as
Borrower, The Royal Bank of Scotland plc and Barclays Bank PLC as Arranger, The Royal Bank of
Scotland plc as Agent, The Royal Bank of Scotland plc as Trustee and the Lenders specified
therein.
	 
	2.	 	Terms defined in the Credit Agreement shall have the same meaning in this utilisation
request.
	 
	3.	 	This utilisation request is irrevocable.
	 
	4.	 	We hereby request that, pursuant to the Credit Agreement and upon the terms and subject to
the conditions contained therein, you issue or amend a Letter of Credit as follows:





	 	 	 	 	 
	     

	 	Applicant:
	 	HCC Insurance Holdings, Inc.
	 
	 	 	 	 
	 

	 	Currency:
	 	[•]
	 
	 	 	 	 
	 

	 	Face amount/Increased amount:
	 	[•]
	 
	 	 	 	 
	 

	 	Utilisation Date:
	 	[•]
	 
	 	 	 	 
	 

	 	Term:
	 	[at least four years]
	 
	 	 	 	 
	 

	 	Commencement Date:
	 	[•]
	 
	 	 	 	 
	 

	 	Initial Expiry Date:
	 	[31 December 2013]







	5.	 	We confirm that, at the date hereof, the Repeated Representations are true in all material
respects and no Default or Event of Default is continuing.
	 
	6.	 	A Letter of Credit requested hereby should be issued in favour of Lloyd’s in the form
attached and delivered to The Society and the Council of Lloyd’s, c/o The Manager, Market
Services, Fidentia House, Walter Burke Way, Chatham Maritime, Chatham, Kent ME4 4RN.




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	Yours faithfully

 	 	 
	 	 	 
	Authorised Signatory 	 	 
	for and on behalf of

HCC Insurance Holdings, Inc. 	 	 



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SCHEDULE 4




Form Of Letter Of Credit




Letter of Credit to be issued the Agent on behalf of the Lenders





	To:	 	The Society and the Council of Lloyd’s

c/o The Manager, Market Services
Fidentia House,
Walter Burke Way
Chatham Maritime, Chatham
Kent
ME4 4RN





[Date of Letter of Credit]




Dear Sirs



Irrevocable Standby Letter of Credit No. [                                        ]



Re: HCC Insurance Holdings, Inc. (the “Applicant”)



This Clean Irrevocable Standby Letter of Credit (the “Credit”) is issued by the lenders whose
names are set out in Schedule 1 hereto (the “Issuing Lenders”, and each an “Issuing Lender”) in
favour of the Society of Lloyd’s (“Lloyd’s”) on the following terms:





	1.	 	Subject to the terms hereof, the Issuing Lenders shall make payments within two business days
of demand on The Royal Bank of Scotland plc (the “Agent”) in accordance with paragraph 4
below.
	 
	2.	 	Upon a demand being made by Lloyd’s pursuant to paragraph 4 below, each Issuing Lender shall
pay that proportion of the amount demanded which is equal to the proportion which its
Commitment set out in Schedule 1 hereto bears to the aggregate Commitments of all the Issuing
Lenders set out on Schedule 1 hereto Provided that the obligations of the Issuing Lenders
under this Credit shall be several and no Issuing Lender shall be required to pay an amount
exceeding its Commitment set out in Schedule 1 hereto and the Issuing Lenders shall not be
obliged to make payments hereunder in aggregate exceeding a maximum amount of [     ]. Any
payment by an Issuing Lender hereunder shall be made in [     ] to Lloyd’s account specified
in the demand made by Lloyd’s pursuant to paragraph 4 below.
	 
	3.	 	This Credit is effective from [                                                  ]  (the “Commencement Date”) and will expire on the Final
Expiration Date. This Credit shall remain in force until we give you not less than four
years notice in writing terminating the same on the fourth anniversary of the Commencement
Date or on any date subsequent thereto as specified in such notice (the “Final Expiration
Date”), our notice to be sent by registered mail for the attention of the General Manager,
Members’ Financial Services, at the above address.
	 
	4.	 	Subject to paragraph 3 above, the Issuing Lenders shall pay to Lloyd’s under this Credit upon
presentation of a demand by Lloyd’s on the Agent, at [City Office, Trade Finance, PO Box
17328, 11-15 Monument Street, London EC3V 9JA], substantially in




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	 	 	the form set out in Schedule 2 hereto the amount specified therein (which amount shall not,
when aggregated with all other amounts paid by the Issuing Lenders to Lloyd’s under this
Credit, exceed the maximum amount referred to in paragraph 2 above).






	5.	 	The Agent has signed this Credit as agent for disclosed principals and accordingly shall be
under no obligation to Lloyd’s hereunder (other than in its capacity as an Issuing Lender).
	 
	6.	 	All charges are for the Applicant’s account.
	 
	7.	 	Subject to any contrary indication herein, this Credit is subject to the International
Standby Practices — ISP98 (1998 publication — International Chamber of Commerce Publication
No. 590).
	 
	8.	 	This Credit shall be governed by and interpreted in accordance with English law and the
Lender hereby irrevocably submits to the jurisdiction of the High Court of Justice in England.
	 
	9.	 	Each of the Issuing Lenders engages with Lloyd’s that demands made under and in compliance
with the terms and conditions of this Credit will be duly honoured on presentation.





	 	 	 	 	 
	 	Yours faithfully



The Royal Bank of Scotland plc

for and on behalf of

[Names of all Issuing Lenders

including Agent]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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Schedule 1 to the Letter of Credit

Issuing Lenders’ Commitments




	 	 	 
	Name and Address of Issuing Lender	 	Commitment
	 

	 	([Dollar/Sterling/Euro/Other])
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Total Value

	 	                    






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Schedule 2 to the Letter of Credit

Form of Demand ([Dollar/Sterling/Euro/Other])




[On Lloyd’s letterhead]




Dear Sir/Madam




THE SOCIETY OF LLOYD’S

TRUSTEE OF

LETTER OF CREDIT NO.



With reference to the above, we enclose for your attention a Bill of Exchange, together with the
respective Credit. Payment should be made by way of CHAPS. The account details are as follows:




	 	 	 
	[National Westminster Bank Plc

	 	Sort Code 60-00-01
	 
	 	 
	City of London Office

	 	Account 13637444
	P.O. Box 12258
	 	 
	1 Princes Street
	 	 
	London EC2R 8AP]
	 	 





Please quote Member Code:




	 	 	 	 	 
	 	Yours faithfully



for Manager

Members’ Funds Department

Members’ Services Unit

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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Your ref:



Our ref:          MEM/     /      /      /



Extn:




BILL OF EXCHANGE




The Society of Lloyd’s

Trustee of

Letter of Credit No.



Please pay in accordance with the terms of the Credit to our order the amount of [•]                     .




	 	 	 	 	 
	 	For and on behalf of



Authorised Signatory

Members’ Funds Department 	 




	To:	 	The Royal Bank of Scotland plc

as Agent






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SCHEDULE 5




Form of Compliance Certificate




	 	 	 
	From: 

	 	HCC Insurance Holdings, Inc.
	 
	 	 
	To:

	 	The Royal Bank of Scotland plc






Dated:




Dear Sirs,





	1.	 	We refer to the agreement (the “Credit Agreement”) dated [•] November 2009 (as amended,
restated and supplemented from time to time) and made between made between HCC Insurance
Holdings, Inc. as Borrower, The Royal Bank of Scotland plc and Barclays Bank PLC as Arranger,
the Royal Bank of Scotland plc as Agent, The Royal Bank of Scotland plc as Trustee and the
Lenders specified therein.
	 
	2.	 	Terms defined in the Credit Agreement shall have the same meaning herein.
	 
	3.	 	We confirm that as at [Insert Date], the Debt to Capitalization Ratio was [         ].
	 
	 	 	Therefore, as at [Insert Date], the Debt to Capitalization Ratio was not greater than
35%.
	 
	4.	 	We confirm that as at [Insert Date] the Combined Ratio was [     ] for the financial year to
[Insert Date].
	 
	 	 	Therefore, as at [Insert Date], the Combined Ratio was not greater than 105% for the
financial year to [Insert Date].





	 	 	 	 	 	 	 	 	 
	Signed:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Chief Financial Officer
	 	 
	 	Treasurer
	 	 
	 

	 	HCC Insurance Holdings, Inc.
	 	 	 	HCC Insurance Holdings, Inc.	 	 






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SCHEDULE 6




Mandatory Cost Formulae





	1.	 	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.
	 
	2.	 	On the first day of each Term on any Unpaid Sum (or as soon as possible thereafter) the Agent
shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to
the percentage participation of each Lender in the relevant Unpaid Sum) and will be expressed
as a percentage rate per annum.
	 
	3.	 	The Additional Cost Rate for any Lender lending from a Facility Office in a
Participating Member State will be the percentage notified by that Lender to the Agent. This
percentage will be certified by that Lender in its notice to the Agent to be its reasonable
determination of the cost (expressed as a percentage of that Lender’s participation in all
Unpaid Sums made from that Facility Office) of complying with the minimum reserve requirements
of the European Central Bank in respect of loans made from that Facility Office.
	 
	4.	 	The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom
will be calculated by the Agent as follows:






	 	(a)	 	in relation to an Unpaid Sum denominated in sterling:







	 	 	 
	AB 
+ C(B − D) + E × 0.01

	 	per cent. per annum
	 


	 
	100
− (A+ C)
	 







	 	(b)	 	in relation to an Unpaid Sum denominated in a currency other
than sterling:






	 	 	 
	E
× 0.01

	 	per cent. per annum.
	 


	 
	300
	 







Where:




	 	A	 	is the percentage of Eligible Liabilities (assuming these to be in excess of any
stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.
	 
	 	B	 	is the percentage rate of interest (excluding the Mandatory Costs Rate and the
additional rate of interest specified in Clause 20.2 (Default Interest) payable on
any Unpaid Sum) payable for the relevant Interest Period on the Unpaid Sum.




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	 	C	 	is the percentage (if any) of Eligible Liabilities which that Lender is required
from time to time to maintain as interest bearing Special Deposits with the Bank of
England.
	 
	 	D	 	is the percentage rate per annum payable by the Bank of England to the Agent
on interest bearing Special Deposits.
	 
	 	E	 	is designed to compensate Lenders for amounts payable under the Fees Rules and
is calculated by the Agent as being the average of the most recent rates of charge
supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and
expressed in pounds per £1,000,000.






	5.	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings given to them
from time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;
	 
	 	(b)	 	“Fees Rules” means the rules on periodic fees contained in the FSA
Supervision Manual or such other law or regulation as may be in force from time to time
in respect of the payment of fees for the acceptance of deposits;
	 
	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate);
	 
	 	(d)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.






	6.	 	In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.
	 
	7.	 	If requested by the Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent, the rate of charge
payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules
in respect of the relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that
Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff
Base of that Reference Bank.
	 
	8.	 	Each Lender shall supply any information required by the Agent for the purpose of calculating
its Additional Cost Rate. In particular, but without limitation, each Lender shall supply
the following information on or prior to the date on which it becomes a Lender:






	 	(a)	 	the jurisdiction of its Facility Office; and




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	 	(b)	 	any other information that the Agent may reasonably require for such purpose.






	 	 	Each Lender shall promptly notify the Agent of any change to the information provided by it
pursuant to this paragraph.
	 
	9.	 	The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Reference Bank for the purpose of E above shall be determined by the Agent based upon the
information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that,
unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to
cash ratio deposits and Special Deposits are the same as those of a typical bank from its
jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility
Office.
	 
	10.	 	The Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.
	 
	11.	 	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost
to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
above.
	 
	12.	 	Any determination by the Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all parties.
	 
	13.	 	The Agent may from time to time, after consultation with the Borrower and the Lenders,
determine and notify to all parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all parties.






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SCHEDULE 7




Form of Transfer Certificate




	 	 	 
	To:

	 	The Royal Bank of Scotland plc as Agent
	 
	 	 
	From:

	 	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)






Dated:




HCC Insurance Holdings, Inc.

$152,000,000 Standby Letter of Credit Facility Agreement

dated [•] November 2009 (the “Agreement”)





	1.	 	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
have the same meaning in this Transfer Certificate unless given a different meaning in this
Transfer Certificate.
	 
	2.	 	We refer to Clause 30.7 (Procedure for transfer):
	 
	3.	 	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New
Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations
referred to in the Schedule in accordance with Clause 30.7 (Procedure for transfer).
	 
	4.	 	The proposed Transfer Date is [     ].
	 
	5.	 	The Facility Office and address, fax number, telex and attention details for notices of the
New Lender for the purposes of Clause 33.2 (Addresses) are set out in the Schedule.
	 
	6.	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in sub-clause 30.6.3 of Clause 30.6 (Limitation of responsibility of Existing
Lenders).
	 
	7.	 	This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this Transfer
Certificate.
	 
	8.	 	This Transfer Certificate is governed by English law.




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THE SCHEDULE




Commitment/rights and obligations to be transferred




[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for

payments,]




	 	 	 
	[Existing Lender]

	 	[New Lender]
	 
	 	 
	By:

	 	By





This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [     ].




[Agent]




By:





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SIGNATURES




	 	 	 	 	 
	The Borrower	 	 
	 
	 	 	 	 
	HCC INSURANCE HOLDINGS, INC.	 	 
	 
	 	 	 	 
	By:
 
	 	 	 	 
	Address:

	 	13403 Northwest Freeway
	 	 
	 

	 	Houston TX 77040	 	 
	 
	 	 	 	 
	Fax:

	 	+ 1 713 744 9648	 	 
	Attention:

	 	General Counsel	 	 






	 	 	 
	The Arranger
	 	 
	 
	 	 
	BARCLAYS BANK PLC

	 	THE ROYAL BANK OF SCOTLAND PLC
	 
	 	 
	By:

	 	By:






	 	 	 	 	 
	The Agent	 	 
	 
	 	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 	 
	Address:

	 	5th Floor
	 	 
	 

	 	135 Bishopsgate 	 	 
	 

	 	London EC2M 3UR	 	 
	 
	 	 	 	 
	Fax:

	 	+ 44 20 7085 4564	 	 
	Attention:

	 	Tony O’Flynn	 	 
	 
	 	 	 	 
	The Trustee	 	 
	 
	 	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 	 
	Address:

	 	5th Floor	 	 
	 

	 	135 Bishopsgate 	 	 
	 

	 	London EC2M 3UR	 	 
	 
	 	 	 	 
	Fax:

	 	+ 44 20 7085 4564	 	 
	Attention:

	 	Tony O’Flynn	 	 






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	The Lenders	 	 
	 
	 	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 	 
	BARCLAYS BANK PLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 







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