**Exhibit10.8**

**CREDITAGREEMENT**

Dated as ofNovember 14, 2006

among

**FUND AMERICAN COMPANIES, INC.**as the Borrower,

**ONEBEACONINSURANCE GROUP, LTD.,**as Parent,

**BANK OFAMERICA, N.A.,**as Administrative Agent, Swing Line Lender andIssuing Lender,

and

**THEOTHER LENDERS PARTY HERETO**

**LEHMANBROTHERS INC.,**as Syndication Agent

and

**JPMORGAN CHASE BANK, N.A.,**

**THE BANK OF NEW YORK,**

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

and

**DEUTSCHEBANK AG NEW YORK BRANCH**as Co-DocumentationAgents

and

**BANC OFAMERICA SECURITIES LLC,**

and

**LEHMANBROTHERS INC.**as Joint Lead Arrangers and Joint Book Runners

*** ***

 

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TABLE OF CONTENTS
|        | ** **                      | ** ** | ** **                                                         | ** ** | **Page** |
|--------|---------------------------------|------------|--------------------------------------------------------------------|------------|----------|
|   |                            |       |                                                               |       |     |
| 1.     | DEFINITIONS                     |       | 1                                                                  |
|   |                            |       |                                                               |       |     |
|   | 1.1.                            |       | Defined Terms                                                      |       | 1        |
|   | 1.2.                            |       | Other Definitional Provisions                                      |       | 24       |
|   | 1.3.                            |       | Letter of Credit Amounts                                           |       | 24       |
|   | 1.4.                            |       | Rounding                                                           |       | 24       |
|   | 1.5.                            |       | Times of Day                                                       |       | 25       |
|   |                            |       |                                                               |       |     |
| 2.     | AMOUNT AND TERMS OF COMMITMENTS |       | 25                                                                 |
|   |                            |       |                                                               |       |
|   | 2.1.                            |       | Revolving Credit Commitments                                       |       | 25       |
|   | 2.2.                            |       | Procedure for Revolving Credit Borrowing                           |       | 25       |
|   | 2.3.                            |       | Swing Line Commitment                                              |       | 26       |
|   | 2.4.                            |       | Procedure for Swing Line Borrowing; Refunding of  Swing Line Loans |       | 26       |
|   | 2.5.                            |       | Repayment of Loans; Evidence of Debt                               |       | 29       |
|   | 2.6.                            |       | Facility Fee, etc                                                  |       | 30       |
|   | 2.7.                            |       | Termination or Reduction of Revolving Credit  Commitments          |       | 30       |
|   | 2.8.                            |       | Prepayments                                                        |       | 31       |
|   | 2.9.                            |       | Conversion and Continuation Options                                |       | 31       |
|   | 2.10.                           |       | Maximum Number of Eurodollar Loans                                 |       | 32       |
|   | 2.11.                           |       | Interest Rates and Payment Dates                                   |       | 33       |
|   | 2.12.                           |       | Computation of Interest and Fees                                   |       | 33       |
|   | 2.13.                           |       | Inability to Determine Interest Rate                               |       | 34       |
|   | 2.14.                           |       | Pro Rata Treatment and Payments                                    |       | 34       |
|   | 2.15.                           |       | Requirements of Law                                                |       | 36       |
|   | 2.16.                           |       | Taxes                                                              |       | 38       |
|   | 2.17.                           |       | Compensation for Losses                                            |       | 39       |
|   | 2.18.                           |       | Illegality                                                         |       | 40       |
|   | 2.19.                           |       | Change of Office                                                   |       | 40       |
|   | 2.20.                           |       | Replacement of Lenders under Certain Circumstances                 |       | 40       |
|   | 2.21.                           |       | Guaranty of Payment and Performance                                |       | 41       |
|   | 2.22.                           |       | Increase in Commitments                                            |       | 44       |
|   |                            |       |                                                               |       |     |
| 3.     | LETTERS OF CREDIT               |       | 45                                                                 |
|   |                            |       |                                                               |       |
|   | 3.1.                            |       | L/C Commitment                                                     |       | 45       |
|   | 3.2.                            |       | Procedure for Issuance and Amendment of Letter of  Credit          |       | 45       |
|   | 3.3.                            |       | Drawings and Reimbursements; Funding of  Participations            |       | 46       |
|   | 3.4.                            |       | Repayment of Participations                                        |       | 48       |
|   | 3.5.                            |       | Obligations Absolute                                               |       | 49       |
|   | 3.6.                            |       | Role of Issuing Lender                                             |       | 50       |

 

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|        |                           |   |                                                     |   |   |
|--------|--------------------------------|--------|----------------------------------------------------------|--------|--------|
|   | 3.7.                           |   | Cash Collateral                                          |   | 50     |
|   | 3.8.                           |   | Applicability of ISP98 and UCP                           |   | 51     |
|   | 3.9.                           |   | Fees and Other Charges                                   |   | 51     |
|   | 3.10.                          |   | Conflict with Issuer Documents                           |   | 51     |
|   |                           |   |                                                     |   |   |
| 4.     | CONDITIONS PRECEDENT           |   | 51                                                       |
|   |                           |   |                                                     |   |
|   | 4.1.                           |   | Conditions to Closing                                    |   | 51     |
|   | 4.2.                           |   | Conditions to Closing and Each Extension of Credit       |   | 53     |
|   |                           |   |                                                     |   |   |
| 5.     | REPRESENTATIONS AND WARRANTIES |   | 54                                                       |
|   |                           |   |                                                     |   |
|   | 5.1.                           |   | Financial Statements                                     |   | 54     |
|   | 5.2.                           |   | Corporate Existence; Compliance with Law                 |   | 54     |
|   | 5.3.                           |   | Corporate Power; Authorization; Enforceable  Obligations |   | 55     |
|   | 5.4.                           |   | No Legal Bar                                             |   | 55     |
|   | 5.5.                           |   | No Material Litigation                                   |   | 55     |
|   | 5.6.                           |   | Ownership of Property; Liens                             |   | 55     |
|   | 5.7.                           |   | Intellectual Property                                    |   | 56     |
|   | 5.8.                           |   | Taxes                                                    |   | 56     |
|   | 5.9.                           |   | Federal Regulations                                      |   | 56     |
|   | 5.10.                          |   | ERISA                                                    |   | 56     |
|   | 5.11.                          |   | Investment Company Act; Other Regulations                |   | 57     |
|   | 5.12.                          |   | Use of Proceeds                                          |   | 57     |
|   | 5.13.                          |   | Accuracy of Information, etc                             |   | 57     |
|   | 5.14.                          |   | Insurance Regulatory Matters                             |   | 57     |
|   | 5.15.                          |   | Indebtedness and Liens                                   |   | 57     |
|   | 5.16.                          |   | Taxpayer Identification Number                           |   | 58     |
|   |                           |   |                                                     |   |   |
| 6.     | AFFIRMATIVE COVENANTS          |   | 58                                                       |
|   |                           |   |                                                     |   |
|   | 6.1.                           |   | Financial Statements                                     |   | 58     |
|   | 6.2.                           |   | Certificates; Other Information                          |   | 60     |
|   | 6.3.                           |   | Payment of Obligations                                   |   | 61     |
|   | 6.4.                           |   | Conduct of Business and Maintenance of Existence,  etc   |   | 61     |
|   | 6.5.                           |   | Maintenance of Property; Insurance                       |   | 61     |
|   | 6.6.                           |   | Inspection of Property; Books and Records;  Discussions  |   | 61     |
|   | 6.7.                           |   | Notices                                                  |   | 62     |
|   | 6.8.                           |   | Taxes                                                    |   | 63     |
|   | 6.9.                           |   | Use of Proceeds                                          |   | 63     |
|   | 6.10.                          |   | Further Assurances                                       |   | 63     |
|   |                           |   |                                                     |   |   |
| 7.     | NEGATIVE COVENANTS             |   | 63                                                       |
|   |                           |   |                                                     |   |
|   | 7.1.                           |   | Financial Condition Covenants                            |   | 63     |

 

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|        |                     |   |                                                                |   |   |
|--------|--------------------------|--------|---------------------------------------------------------------------|--------|--------|
|   | 7.2.                     |   | Limitation on Indebtedness and Issuance of Preferred  Stock         |   | 64     |
|   | 7.3.                     |   | Limitation on Liens                                                 |   | 65     |
|   | 7.4.                     |   | Limitation on Changes in Fiscal Periods                             |   | 66     |
|   | 7.5.                     |   | Limitation on Lines of Business                                     |   | 66     |
|   |                     |   |                                                                |   |   |
| 8.     | EVENTS OF DEFAULT        |   | 66                                                                  |
|   |                     |   |                                                                |   |
|   | 8.1.                     |   | Events of Default                                                   |   | 66     |
|   | 8.2.                     |   | Remedies Upon Event of Default                                      |   | 69     |
|   |                     |   |                                                                |   |   |
| 9.     | THE ADMINISTRATIVE AGENT |   | 70                                                                  |
|   |                     |   |                                                                |   |
|   | 9.1.                     |   | Appointment                                                         |   | 70     |
|   | 9.2.                     |   | Delegation of Duties                                                |   | 70     |
|   | 9.3.                     |   | Liability of Administrative Agent                                   |   | 70     |
|   | 9.4.                     |   | Reliance by Administrative Agent                                    |   | 71     |
|   | 9.5.                     |   | Notice of Default                                                   |   | 71     |
|   | 9.6.                     |   | Credit Decision; Disclosure of Information by  Administrative Agent |   | 72     |
|   | 9.7.                     |   | Indemnification of Administrative Agent                             |   | 72     |
|   | 9.8.                     |   | Administrative Agent in its Individual Capacity                     |   | 73     |
|   | 9.9.                     |   | Successor Administrative Agent                                      |   | 73     |
|   | 9.10.                    |   | Administrative Agent May File Proofs of Claim                       |   | 74     |
|   | 9.11.                    |   | Guarantee and Collateral Matters                                    |   | 74     |
|   | 9.12.                    |   | Other Agents; Arrangers and Managers                                |   | 75     |
|   |                     |   |                                                                |   |   |
| 10.    | MISCELLANEOUS            |   | 75                                                                  |
|   |                     |   |                                                                |   |
|   | 10.1.                    |   | Amendments, Etc                                                     |   | 75     |
|   | 10.2.                    |   | Notices; Effectiveness; Electronic Communication                    |   | 77     |
|   | 10.3.                    |   | No Waiver; Cumulative Remedies                                      |   | 79     |
|   | 10.4.                    |   | Survival of Representations and Warranties                          |   | 80     |
|   | 10.5.                    |   | Attorney Costs and Expenses                                         |   | 80     |
|   | 10.6.                    |   | Indemnification                                                     |   | 80     |
|   | 10.7.                    |   | Successors and Assigns                                              |   | 82     |
|   | 10.8.                    |   | Adjustments; Set-off                                                |   | 87     |
|   | 10.9.                    |   | Counterparts                                                        |   | 88     |
|   | 10.10.                   |   | Severability                                                        |   | 88     |
|   | 10.11.                   |   | Integration                                                         |   | 88     |
|   | 10.12.                   |   | GOVERNING LAW                                                       |   | 88     |
|   | 10.13.                   |   | SUBMISSION TO JURISDICTION; WAIVERS                                 |   | 89     |
|   | 10.14.                   |   | WAIVERS OF JURY TRIAL                                               |   | 89     |
|   | 10.15.                   |   | No Advisory or Fiduciary Responsibility                             |   | 90     |
|   | 10.16.                   |   | Confidentiality                                                     |   | 90     |
|   | 10.17.                   |   | Release of Guarantee Obligations                                    |   | 91     |

 

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|        |   |   |                     |   |   |
|--------|--------|--------|--------------------------|--------|--------|
|   | 10.18. |   | Accounting Changes       |   | 91     |
|   | 10.19. |   | USA PATRIOT Act Notice   |   | 92     |
|   | 10.20. |   | Interest Rate Limitation |   | 92     |

 

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|            |   |   |                                                |   |   |
|------------|--------|--------|-----------------------------------------------------|--------|--------|
| SCHEDULES: |   |   |                                                |
|       |   |   |                                                |
| 1          |   |   | Commitment Schedule                                 |   |   |
| 1A         |   |   | Existing Letters of Credit                          |   |   |
| 5.3        |   |   | Consents, Authorizations, Filings and Notices       |   |   |
| 10.2       |   |   | Notice Addresses                                    |   |   |
|       |   |   |                                                |   |   |
| EXHIBITS:  |   |   |                                                |
|       |   |   |                                                |
| A          |   |   | Form of Compliance Certificate                      |   |   |
| B-1        |   |   | Form of Borrowing Request                           |   |   |
| B-2        |   |   | Form of Swing Line Loan Notice                      |   |   |
| C-1        |   |   | Form of Revolving Credit Note                       |   |   |
| C-2        |   |   | Form of Swing Line Note                             |   |   |
| D          |   |   | Form of Exemption Certificate                       |   |   |
| E          |   |   | Form of Closing Certificate                         |   |   |
| F-1        |   |   | Form of Legal Opinion of Thomas Forsyth, Esq.       |   |   |
| F-2        |   |   | Form of Legal Opinion of Robert Seelig, Esq.        |   |   |
| G          |   |   | Form of Legal Opinion of Conyers Dill & Pearman |   |   |
| H          |   |   | Form of Assignment and Assumption                   |   |   |
| I          |   |   | Form of Instrument of Accession                     |   |   |
|            |        |        |                                                     |        |        |  |

 

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**CREDITAGREEMENT**

This **CREDIT AGREEMENT**, dated as of November 14,2006, among (i) **FUND AMERICAN COMPANIES, INC.,**aDelaware corporation (the “Borrower”), (ii) **ONEBEACONINSURANCE GROUP, LTD.,**a company existing under the laws of Bermuda(“Parent” and, together with the Borrower, collectively, the “LoanParties” and, individually, a “Loan Party”), (iii) each lender fromtime to time party hereto (collectively, the “Lenders”), (iv) **BANK OF AMERICA, N.A.**, as AdministrativeAgent, Swing Line Lender and the Issuing Lender and (v) **LEHMAN BROTHERS INC.**, as Syndication Agent.

**PRELIMINARY STATEMENTS**

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

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

**1.             DEFINITIONS**

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

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

“AdministrativeAgent” means Bank of America, N.A., in its capacity as administrative agentunder any of the Loan Documents, or any successor administrative agentappointed in accordance with Section 9.9.

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

“AdministrativeQuestionnaire” means an Administrative Questionnaire in a form supplied bythe Administrative Agent.

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

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“Agent FeeLetter” means that certain letter agreement dated as of November 14, 2006by and between Borrower, White Mountains, White Mountains Re, theAdministrative Agent and Banc of America Securities LLC.

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

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

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

“ApplicableMargin” means the applicable percentage per annum set forth belowcorresponding to the Debt Rating as set forth below.

| Pricing Level | ** ** | **Debt Rating** | ** ** | **Applicable Margin** | ** ** |
|--------------------|------------|----------------------|------------|----------------------------|------------|
| **I**              |       | ≥ A-/A3        |       | 0.280                      | %          |
| **II**             |       | BBB+/Baa1            |       | 0.320                      | %          |
| **III**            |       | BBB/Baa2             |       | 0.400                      | %          |
| **IV**             |       | BBB-/Baa3            |       | 0.525                      | %          |
| **V**              |       | < BBB-/Baa3       |       | 0.675                      | %          |

“Debt Rating” means, as of any date ofdetermination, the rating as determined by either S&P or Moody’s(collectively, the “Debt Ratings”) of the Borrower’s non-credit enhanced(other than through an unsecured guarantee by Parent), senior unsecured debt; providedthat (a) if the respective Debt Ratings issued by the foregoing ratingagencies differ by one level, then the pricing level of the higher Debt Ratingshall apply (with the Debt Rating of pricing level I being the highest and theDebt Rating for pricing level V being the lowest), (b) in the event that thereis a split in Debt Rating of more than one level then the pricing level that isone level lower than the pricing level of the higher Debt Rating shall apply,(c) if the Borrower has only one Debt Rating, then the pricing level of thatDebt Rating shall apply, and (d) if the Borrower does not have any Debt

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Rating, the Applicable Margin shall be thatcorresponding to pricing level V; providedthat, so long as the only ratedsenior unsecured debt of the Borrower is credit enhanced through a guaranteeprovided by White Mountains, the Applicable Margin shall be thatcorresponding to the pricing levelthat is one level below the pricing level corresponding to such Debt Rating, ifthere is a lower level.  For theavoidance of doubt, if the only rated senior unsecured debt of the Borrower isguaranteed by White Mountains and has a Debt Rating of BBB/Baa2, the applicablepricing level shall be pricing level IV. Each change in the Applicable Margin resulting from a publiclyannounced change in the Debt Rating shall be effective during the periodcommencing on the date of the public announcement thereof and ending on thedate immediately preceding the effective date of the next such change.

“Application”means an application and agreement for the issuance or amendment of a Letter ofCredit in the form from time to time used by the Issuing Lender, which shallnot be inconsistent with this Agreement or impose additional obligations on theBorrower.

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

“Arranger FeeLetter” means that certain letter agreement dated as of November 14, 2006by and among the Borrower, White Mountains, White Mountains Re, the Arrangersand LBB.

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

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

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

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

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

“Base Rate”means, for any day, a fluctuating rate per annum equal to the higher of (a) theFederal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect

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for such day aspublicly announced from time to time by Bank of America, N.A. as its “primerate.”  The “prime rate” is a rate set byBank of America, N.A. based upon various factors including Bank of America,N.A.’s costs and desired return, general economic conditions and other factors,and is used as a reference point for pricing some loans, which may be pricedat, above, or below such announced rate. Any change in such rate announced by Bank of America, N.A. shall takeeffect at the opening of business on the day specified in the publicannouncement of such change.

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

“BenefittedLender” has the meaning specified in Section 10.8.

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

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

“Board” meansthe Board of Governors of the Federal Reserve System of the United States (orany successor).

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

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

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

“BorrowingRequest” means a notice of (a) a borrowing, (b) a conversion of Loans fromone Type to the other, or (c) a continuation of Eurodollar Loans pursuant to Sections2.2 or 2.9 which, if in writing, shall be substantially in the formof Exhibit B-1.

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

“Capital LeaseObligations” means, with respect to any Person, the obligations of suchPerson to pay rent or other amounts under any lease of (or other

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arrangementconveying the right to use) real or personal property, or a combination thereof,which obligations are required to be classified and accounted for as capitalleases on a balance sheet of such Person under GAAP; and, for the purposes ofthis Agreement, the amount of such obligations at any time shall be thecapitalized amount thereof at such time determined in accordance with GAAP.

“Capital andSurplus” means, as of any date, (a) as to any Insurance Subsidiarydomiciled in the United States, the total surplus as regards policyholders (orany successor line item description that contains the same information) asshown in its Annual Statement or Quarterly Statement, or an amount determinedin a consistent manner for any date other than one as of which an AnnualStatement or Quarterly Statement is prepared and (b) as to any other InsuranceSubsidiary, the equivalent amount (determined in good faith by Parent).

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

“CashCollateralize” means to pledge and deposit with or deliver to theAdministrative Agent, for the benefit of the Issuing Lender and the Lenders, ascollateral for the L/C Obligations, cash or deposit account balances pursuantto documentation in form and substance reasonably satisfactory to theAdministrative Agent and the Issuing Lender (which documents are herebyconsented to by the Lenders). Derivatives of such term have corresponding meanings.

(a)           “Change of Control”means (a) the acquisition of ownership, directly or indirectly, beneficially orof record, by any Person or group (within the meaning of the Act of 1934 andthe rules of the SEC thereunder as in effect on the date hereof), other than(i) White Mountains, (ii) Berkshire Hathaway, (iii) Franklin Mutual or (iv)John J. Byrne or any Related Person with respect to John J. Byrne (togetherwith, in the case of clauses (i), (ii), (iii) and (iv),their Affiliates) of Capital Stock representing more than 30% of the aggregateordinary voting power represented by the issued and outstanding Capital Stockof Parent (or, if White Mountains and its Subsidiaries own 30% or more of theaggregate ordinary voting power represented by the issued and outstandingCapital Stock of Parent, a percentage greater than such percentage ofownership), (b) the occupation, within a period of two years commencingafter the IPO, of a majority of the seats (other than vacant seats) on theboard of directors of Parent by Persons who were neither (i) nominated bythe board of directors of Parent nor (ii) appointed by directors sonominated or (c) neither the Borrower nor, if applicable, its successors shallbe a Subsidiary of Parent.  For theavoidance of doubt, none of the Capital Stock held by the entities listed in clauses(a)(i), (a)(ii), (a)(iii) and (a)(iv), nor the CapitalStock held by any of their Affiliates, shall be included as being owned by aPerson or group when determining whether such Person or group has met the 30%threshold set forth in clause (a).

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

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

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

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

“CommonlyControlled Entity” means an entity, whether or not incorporated, that isunder common control with the Loan Parties within the meaning of Section 4001 (a)(14) of ERISA or that is treated as a single employer with the Loan Partiesunder Section 414 of the Code.

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

“ComplianceCertificate” means a certificate duly executed by a Responsible Officer onbehalf of Parent substantially in the form of Exhibit A.

“ConditionalCommon Equity” means convertible preferred stock which will convert tocommon equity upon shareholder approval (provided that such shareholderapproval is obtained within the period required by the terms thereof).

“ConsolidatedNet Income” means, for any period, the consolidated net income (or loss) ofParent and its consolidated Subsidiaries for such period, determined on aconsolidated basis in accordance with GAAP; provided, that incalculating Consolidated Net Income for any period, there shall be excluded forpurposes of the calculation of Consolidated Net Income (a) the income (ordeficit) of any Person accrued prior to the date it becomes a Subsidiary ofParent or is merged into or consolidated with Parent or any of its Subsidiariesand (b) any effectsresulting from SFAS158.

“ConsolidatedNet Worth” means, as at any date, the sum of all amounts that would, inconformity with GAAP be included on a consolidated balance sheet of Parent andits consolidated Subsidiaries under stockholders’ equity at such date, plusminority interests in Subsidiaries, as determined in accordance with GAAP; provided,however, that any effects resulting from (a) SFAS 115 or (b) SFAS 158 shall be excluded for purposes of thecalculation of Consolidated Net Worth.

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

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

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“Debt”means indebtedness for borrowed money.

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

“Default”means any of the events specified in Section 8.1, whether or notany requirement for the giving of notice, the lapse of time, or both, has beensatisfied.

“DefaultingLender” means any Lender that (a) has failed to fund any portion of theLoans or participations in the L/C Obligations required to be funded by ithereunder within one Business Day of the date required to be funded by ithereunder unless such failure has been cured, (b) has otherwise failed to payover to the Administrative Agent or any other Lender any other amount requiredto be paid by it hereunder within one Business Day of the date when due, unlessthe subject of a good faith dispute or unless such failure has been cured or(c) has been deemed insolvent or become the subject of a bankruptcy orinsolvency proceeding.

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

“Department”means, with respect to any Insurance Subsidiary, the insurance commissioner orother Governmental Authority of such Insurance Subsidiary’s jurisdiction ofdomicile with which such Insurance Subsidiary is required to file its AnnualStatement.

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

“EligibleAssignee” means any Person that meets the requirements to be an assigneeunder Section 10.7(b)(iii), (v), (vi), (vii) and (viii)(subject to such consents, if any, as may be required under Section10.7(b)(iii)).

“EnvironmentalLiability” means any liability, contingent or otherwise (including anyliability for damages, costs of environmental remediation, injunctive orequitable relief, fines, penalties or indemnities), of a Loan Party or any ofits Subsidiaries resulting from or based upon (a) a violation of any environmentallaw, (b) the generation, use, handling, transportation, storage, treatment ordisposal of any Hazardous Materials, (c) human exposure to any HazardousMaterials, (d) the release or threatened release of any Hazardous Materialsinto the environment or (e) any contract, agreement or other consensualarrangement pursuant to which liability is assumed or imposed with respect toany of the foregoing.

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

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

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“EurodollarRate” means, for any Interest Period with respect to a Eurodollar Loan, therate per annum equal to the British Bankers Association LIBOR Rate (“BBALIBOR”), as published by Reuters (or other commercially available sourceproviding quotations of BBA LIBOR as designated by the Administrative Agentfrom time to time) at approximately 11:00 A.M., London time, two Business Daysprior to the commencement of such Interest Period, for Dollar deposits (fordelivery on the first day of such Interest Period) with a term equivalent tosuch Interest Period.  If such rate isnot available at such time for any reason, then the “Eurodollar Rate” for suchInterest Period shall be the rate per annum determined by the AdministrativeAgent to be the rate at which deposits in Dollars for delivery on the first dayof such Interest Period in same day funds in the approximate amount of theEurodollar Loan being made, continued or converted by Bank of America, N.A. andwith a term equivalent to such Interest Period would be offered by Bank ofAmerica, N.A.’s London branch to major banks in the London interbank eurodollarmarket at their request at approximately 11:00 A.M. (London time) two BusinessDays prior to the commencement of such Interest Period.  “Excluded Taxes” has the meaningspecified in Section 2.16(a).

“ExistingCredit Agreement” means that certain Credit Agreement, dated as of August26, 2004, among the Borrower, White Mountains, the several banks and otherfinancial institutions or entities from time to time parties thereto, JP MorganChase Bank, as syndication agent, and Bank of America, N.A., as administrativeagent.

“ExistingLetters of Credit” means those letters of credit set forth on Schedule1A.

“Event ofDefault” means any of the events specified in Section 8.1, providedthat any requirement for the giving of notice, the lapse of time, or both, hasbeen satisfied.

“Facility FeeRate” means the applicable percentage per annum set forth belowcorresponding to the most current non-credit enhanced senior unsecured debtratings issued by S&P and by Moody’s with respect to Fund American.

| Pricing Level | ** ** | **Debt Rating** | ** ** | **Facility Fee Rate** | ** ** |
|--------------------|------------|----------------------|------------|---------------------------------|------------|
| **I**              |       | ≥ A-/A3        |       | 0.070                           | %          |
| **II**             |       | BBB+/Baa1            |       | 0.080                           | %          |
| **III**            |       | BBB/Baa2             |       | 0.100                           | %          |
| **IV**             |       | BBB-/Baa3            |       | 0.125                           | %          |
| **V**              |       | < BBB-/Baa3       |       | 0.175                           | %          |

“Debt Rating” means, as of any date ofdetermination, the rating as determined by either S&P or Moody’s(collectively, the “Debt Ratings”) of the Borrower’s non-credit

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enhanced (other than through an unsecured guarantee ofParent), senior unsecured debt; providedthat (a) if therespective Debt Ratings issued by the foregoing rating agencies differ by onelevel, then the pricing level of the higher Debt Rating shall apply (with theDebt Rating of pricing level I being the highest and the Debt Rating forpricing level V being the lowest), (b) in the event that there is a split inDebt Rating of more than one level then the pricing level that is one levellower than the pricing level of the higher Debt Rating shall apply, (c) if theBorrower has only one Debt Rating, then the pricing level of that Debt Ratingshall apply, and (d) if the Borrower does not have any Debt Rating, theFacility Fee Rate shall be that corresponding to pricing level V; providedthat, so long as the only rated senior unsecured debt of theBorrower is credit enhanced through a guarantee provided by White Mountains, theFacility Fee Rate shall be that corresponding to the pricing level that is one level below the pricing levelcorresponding to such Debt Rating, if there is a lower level.  For the avoidance of doubt, if the only ratedsenior unsecured debt of theBorrower is guaranteed by White Mountains and has a Debt Rating of BBB/Baa2,the applicable pricing level shall be pricing level IV.  Each change in the Facility Fee Rateresulting from a publicly announced change in the Debt Rating shall beeffective during the period commencing on the date of the public announcement thereofand ending on the date immediately preceding the effective date of the nextsuch change.

“Federal FundsRate” means, for any day, the rate per annum equal to the weighted averageof the rates on overnight Federal funds transactions with members of theFederal Reserve System arranged by Federal funds brokers on such day, aspublished by the Federal Reserve Bank of New York on the Business Day nextsucceeding such day; provided that (a) if such day is not a BusinessDay, the Federal Funds Rate for such day shall be such rate on suchtransactions on the next preceding Business Day as so published on the nextsucceeding Business Day, and (b) if no such rate is so published on such nextsucceeding Business Day, the Federal Funds Rate for such day shall be theaverage rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)charged to Bank of America, N.A. on such day on such transactions as reasonablydetermined by the Administrative Agent.

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

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

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

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

“Fund AmericanEnterprises” means Fund American Enterprises Holdings, Inc., a Delawarecorporation.

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

“Fund AmericanPreferred Stock” means collectively, the Berkshire Preferred Stock and theZenith Preferred Stock.

“FundamentalChange” means any of (a) Parent consolidating or amalgamating with ormerging into any other Person, (b) Parent failing to preserve, renew and keep,in full force and effect, its corporate existence, (c) Parent, directly orindirectly through one or more of its Subsidiaries, conveying or transferring theproperties and assets of Parent and its Subsidiaries (taken as a whole forParent and its Subsidiaries) substantially as an entirety (other than to Parentor one or more of its Subsidiaries), or (d) Parent liquidating, winding up ordissolving itself, other than, in the case of clauses (a) through (d),any such transaction or transactions the sole purpose of which is to change thedomicile of Parent (in any such redomiciliation (x) the surviving**,**amalgamated or transferee entity shall expressly assume,by an agreement reasonably satisfactory to the Administrative Agent, theobligations of Parent to be performed or observed hereunder and deliver to theAdministrative Agent such corporate authority documents and legal opinions asthe Administrative Agent shall reasonably request, (y) the surviving**,**amalgamated or transferee entity shall succeed to, and besubstituted for, and may exercise every right and power of, Parent under thisAgreement with the same effect as if such surviving, amalgamated or transfereeentity had been named as Parent herein and (z) the surviving**,**amalgamated or transferee entity shall be organized underthe laws of the United States of America, any state thereof, the District ofColumbia or Bermuda).

“GAAP”means generally accepted accounting principles in the United States of Americaas in effect from time to time and set forth in the opinions and pronouncementsof the Accounting Principles Board and the American Institute of CertifiedPublic Accountants and statements and pronouncements of the FinancialAccounting Standards Board or such other principles as may be approved by asignificant segment of the accounting profession in the United States, exceptthat for purposes of Section 7.1, GAAP shall be determined on the basisof such principles in effect on the date hereof.

“GovernmentalAuthority” means any nation or government, any state or other politicalsubdivision thereof whether state or local and any entity exercising executive,legislative, judicial, regulatory or administrative functions of or pertainingto government, and any corporation or other entity owned or controlled, throughstock or capital ownership or otherwise, by any of the foregoing, including anyboard of insurance, insurance department or insurance commissioner.

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

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“GuaranteeObligation” means as to any Person (the “guaranteeing person”), anyobligation of (a) the guaranteeing person or (b) another Person (including,without limitation, any bank under any letter of credit) to induce the creationof which the guaranteeing person has issued a reimbursement, counterindemnityor similar obligation, in either case guaranteeing or in effect guaranteeingany Indebtedness, leases, dividends or other obligations (the “primaryobligations”) of any other third Person (the “primary obligor”) inany manner, whether directly or indirectly, including, without limitation, anyobligation of the guaranteeing person, whether or not contingent, (i) topurchase any such primary obligation or any Property constituting direct orindirect security therefor, (ii) to advance or supply funds (1) for thepurchase or payment of any such primary obligation or (2) to maintain workingcapital or equity capital of the primary obligor or otherwise to maintain thenet worth or solvency of the primary obligor, (iii) to purchase Property,securities or services primarily for the purpose of assuring the owner of anysuch primary obligation of the ability of the primary obligor to make paymentof such primary obligation or (iv) otherwise to assure or hold harmless theowner of any such primary obligation against loss in respect thereof; provided,however, that the term Guarantee Obligation shall not includeendorsements of instruments for deposit or collection in the ordinary course ofbusiness.  The amount of any GuaranteeObligation of any guaranteeing person shall be deemed to be the lower of (a) anamount equal to the stated or determinable amount of the primary obligation inrespect of which such Guarantee Obligation is made and (b) the maximum amountfor which such guaranteeing person may be liable pursuant to the terms of theinstrument embodying such Guarantee Obligation, unless such primary obligationand the maximum amount for which such guaranteeing person may be liable are notstated or determinable, in which case the amount of such Guarantee Obligationshall be such guaranteeing person’s maximum reasonably anticipated liability inrespect thereof as determined by Parent in good faith.

“Guarantor”has the meaning specified in Section 2.21 hereto.

“HazardousMaterials” means all explosive or radioactive substances or wastes,hazardous or toxic substances or wastes, pollutants, solid, liquid or gaseouswastes, including petroleum or petroleum distillates, asbestos or asbestoscontaining materials, polychlorinated biphenyls (“PCBs”) orPCB-containing materials or equipment, radon gas, infectious or medical wastesand all other substances or wastes of any nature regulated pursuant to anyenvironmental law.

“HedgeAgreements” means all interest rate swaps, caps or collar agreements orsimilar arrangements entered into by the Loan Parties or their Subsidiariesproviding for protection against fluctuations in interest rates or currencyexchange rates or otherwise providing for the exchange of nominal interest obligations,either generally or under specific contingencies.

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

“Indebtedness”means, as to any Person at any date, without duplication, all of the following,whether or not included as Indebtedness or liabilities in accordance with GAAP(a) all Debt of such Person, (b) all obligations of such Person for thedeferred 

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purchase price ofProperty or services (other than trade payables incurred in the ordinary courseof such Person’s business), (c) all obligations of such Person evidenced bynotes, bonds, debentures or other similar instruments, (d) all indebtednesscreated or arising under any conditional sale or other title retentionagreement with respect to Property acquired by such Person (even though therights and remedies of the seller or lender under such agreement in the eventof default are limited to repossession or sale of such Property), (e) allCapital Lease Obligations of such Person, (f) all obligations of such Person,contingent or otherwise, as an account party or applicant under acceptance,letter of credit, bank guarantees, surety bonds or similar facilities, (g) allobligations of such Person, contingent or otherwise, to purchase, redeem,retire, defease or otherwise acquire for value any Capital Stock of suchPerson, (h) all Guarantee Obligations of such Person in respect of any of theforegoing, (i) all obligations of the kind referred to in clauses (a)through (h) above secured by (or for which the holder of such obligationhas an existing right, contingent or otherwise, to be secured by) any Lien onProperty (including, without limitation, accounts and contract rights) owned bysuch Person, whether or not such Person has assumed or become liable for thepayment of such obligation and (j) for the purposes of Section 8.1(i)only, all obligations of such Person in respect of Hedge Agreements entered into in the ordinary course of business andnot for speculative purposes.  Forthe avoidance of doubt, Indebtedness shall include Surplus Debentures and shallin any event not include any obligations (including Guarantee Obligations) inrespect of the Fund American Preferred Stock, provided, that,arrangements reasonably satisfactory to the Administrative Agent shall havebeen made for the establishment of grantor trusts to provide for the payment orredemption of the Fund American Preferred Stock, it being understood that sucharrangements in effect on the Closing Date are reasonably satisfactory to theAdministrative Agent.

“IndemnifiedLiabilities” has the meaning specified in Section 10.6.

“Indemnitees”has the meaning specified in Section 10.6.

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

“Insolvent”means pertaining to a condition of Insolvency.

“InsuranceRegulations” means any Law, directive or order applicable to an insurancecompany.

“InsuranceRegulator” means any Person charged with the administration, oversight orenforcement of any Insurance Regulation.

“InsuranceSubsidiary” means any Subsidiary which is required to be licensed by anyDepartment as an insurer or reinsurer and each direct or indirect Subsidiary ofsuch Subsidiary.

“IntellectualProperty” means the collective reference to all rights, priorities andprivileges relating to intellectual property, arising under Laws, including,without limitation, copyrights, copyright licenses, patents, patent licenses,trademarks, 

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trademarklicenses, technology, know-how and processes, and all rights to sue at law orin equity for any infringement or other impairment thereof, including the rightto receive all proceeds and damages therefrom.

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

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

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

(ii) any Interest Period in respect of the Loans thatwould otherwise extend beyond the Revolving Credit Termination Date shall endon the Revolving Credit Termination Date, and

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

“IPO” meansan initial public offering by Parent of its common stock pursuant to aneffective S-1 Registration Statement under the Securities Act of 1933, as amended.

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

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

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

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

“LBB” meansLehman Brothers Bank, FSB.

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

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

“L/C Commitment”means $20,000,000, as the same may be reduced from time to time pursuant to Section2.7.

“L/C CreditExtension” means, with respect to any Letter of Credit, the issuancethereof or extension of the expiry date thereof or the increase of the amountthereof.

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

“L/CObligations” means, at any time, an amount equal to the sum of (a) theaggregate amount available to be drawn under all outstanding Letters of Creditand (b) the aggregate amount of drawings under Letters of Credit that have notthen been reimbursed pursuant to Section 3.3.  For purposes of computing the amountavailable to be drawn under any Letter of Credit, the amount of such Letter ofCredit shall be determined in accordance with Section 1.3.  For all purposes of this Agreement, if on anydate of determination a Letter of Credit has expired by its terms but anyamount may still be drawn thereunder by reason of the operation of Rule 3.14 ofthe ISP, such Letter of Credit shall be deemed to be “outstanding” in theamount so remaining available to be drawn.

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“L/CParticipants” means, with respect to any Letter of Credit, the collectivereference to all of the Lenders, other than the Issuing Lender that issued suchLetter of Credit.

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

“Letters ofCredit” means any letters of credit issued hereunder and shall include theExisting Letters of Credit.

“License”means any license, certificate of authority, permit or other authorizationwhich is required to be obtained from any Governmental Authority in connectionwith the operation, ownership or transaction of insurance or reinsurancebusiness.

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

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

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

“Loan Parties”has the meaning specified in the preamble hereto.

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

“MandatoryConvertible Securities” means equity securities or subordinated debtsecurities (which debt securities, if issued by a Loan Party, will includesubordination to the obligations of such Loan Party hereunder), issued byParent or one of its Subsidiaries which (i) are not (w) Mandatory Redeemable Securitiesor (x) Conditional Common Equity and (ii) provide, pursuant to the termsthereof, that the issuer of such securities (or an affiliate of such issuer)may cause (without the payment of additional cash consideration by the issuerthereof) the conversion of such securities to equity securities of Parent orone of its Subsidiaries upon the occurrence of a certain date or of certainevents.

“Mandatory Redeemable Securities” meansdebt or equity securities (other than Conditional Common Equity, so long assuch Conditional Common Equity may not be required, by the holder thereof, tobe repurchased or redeemed during the period provided for shareholder approvalof conversion pursuant to the terms of such Conditional Common Equity) issuedby Parent or one of its Subsidiaries which provide, 

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pursuant to theterms thereof, that such securities must be repurchased or redeemed, or theholder of such securities may require the issuer of such securities torepurchase or redeem such securities, upon the occurrence of a certain date orof certain events.

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

“MaterialInsurance Subsidiary” means any InsuranceSubsidiary (whether existing on or acquired or formed after the ClosingDate) having Capital and Surplus equal to 10%or more of the Consolidated Net Worth of Parent as of the most recent AnnualStatement or Quarterly Statement of such Insurance Subsidiary.

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

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

“MultiemployerPlan” means a Plan that is a multiemployer plan as defined in Section4001(a)(3) of ERISA.

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

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

“Non-RegulatedOperating Subsidiary” means each Subsidiary of the Loan Parties engageddirectly (as opposed to indirectly through the ownership of Capital Stock of aPerson engaged in a Principal Business) in a Principal Business, whether nowowned or hereafter acquired, which is not an Insurance Subsidiary.

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

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

“OneBeaconInsurance Group” means OneBeacon Insurance Group, LLC, a Delaware limitedliability company, and, for purposes of Section 6.1(b), the grouping of 

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Subsidiaries ofOneBeacon Insurance Group identified by NAIC Group Code 1129 (or any successorgrouping equivalent thereto).

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

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

“ParentGuaranty” has the meaning specified in Section 2.21(a).

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

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

“Permitted Liens” means(a) any Lien upon Property to secure any part of the cost of development,construction, alteration, repair or improvement of such Property, or Debtincurred to finance such cost; (b) any extension, renewal or replacement,in whole or in part, of any Lien referred to in the foregoing clause (a);(c) any Lien relating to a sale and leaseback transaction; (d) anyLien in favor of a Loan Party or any Subsidiary granted by a Loan Party or anySubsidiary in order to secure any intercompany obligations; (e) mechanic’s,materialmen’s, carriers’ or other like Liens arising in the ordinary course ofbusiness (including construction of facilities) in respect of obligations whichare not due or which are being contested in good faith: (f) any Lienarising in connection with any legal proceeding which is being contested ingood faith; (g) Liens for taxes not yet subject to penalties fornon-payment or which are being contested in good faith by appropriateproceedings; (h) minor survey exceptions, minor encumbrances, easements orreservations of, or rights of others for, licenses, rights-of-way, sewers,electric lines, telegraph and telephone lines and other similar purposes, orzoning or other restrictions as to the use of real property or Liens incidentalto the conduct of the business of such Person or to the ownership of itsproperties which were not incurred in connection with Debt and which do not inthe aggregate materially adversely affect the value of said properties ormaterially impair their use in the operation of the business of such Person;(i) pledges or deposits under workers’ compensation Laws, unemploymentinsurance Laws or similar social security legislation; (j) any deposit tosecure performance of letters of credit, bank guarantees, bids, leases,statutory obligations, surety and appeal bonds, performance bonds or otherobligations of a like nature in the ordinary course of business; (k) anyinterest or title of a lessor under any lease entered into in the ordinarycourse of business; (l) Liens on assets of any Insurance Subsidiarysecuring (i) short-term Debt (i.e. with a maturity of less than one year whenissued, provided that such Debt may include an option to extend for up to anadditional one year period) incurred to provide short-term liquidity tofacilitate claims payments in the event of catastrophe, (ii) Debt incurred inthe ordinary course of its business or in securing insurance-relatedobligations (that do not constitute Debt) and letters of credit issued for theaccount of any such Subsidiary in the ordinary course of its business or in 

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securinginsurance-related obligations (that do not constitute Debt) or (iii)insurance-related obligations (that do not constitute Debt); and (m) Lienssecuring the obligations hereunder.

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

“Plan”means at a particular time, any employee pension benefit plan that is subjectto the provisions of Title IV of ERISA or Section 412 of the Code or Section302 of ERISA, and in respect of which either of the Loan Parties or a CommonlyControlled Entity is (or, if such plan were terminated at such time, wouldunder Section 4069 of ERISA be deemed to be) an “employer” as defined inSection 3(5) of ERISA.

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

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

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

“QualifiedMandatory Redeemable Securities” means Mandatory Redeemable Securitiesthat, pursuant to the terms thereof, must be redeemed or repurchased, or may berequired to be redeemed or repurchased at the option of the holder of suchsecurities (other than upon the occurrence of one or more events or conditionsother than the occurrence of a certain date), not sooner than the RevolvingCredit Termination Date.

“QuarterlyStatement” means the quarterly statutory financial statement of anyInsurance Subsidiary required to be filed with the Department of itsjurisdiction of incorporation, which statement shall be in the form required bysuch Insurance Subsidiary’s jurisdiction of incorporation or, if no specificform is so required, in the form of financial statements permitted by suchDepartment to be used for filing quarterly statutory financial statements andshall contain the type of information permitted or required by such Departmentto be disclosed therein, together with all exhibits or schedules filedtherewith.

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

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

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

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

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

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

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

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

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

“Requirement ofLaw” means, as to any Person, the Certificate of Incorporation and By-Lawsor other organizational or governing documents of such Person (excluding, inthe case of Section 2.15(a)(i), any of the foregoing relating to theAdministrative Agent or any Lender), and any Law, in each case applicable to orbinding upon such Person or any of its Property or to which such Person or anyof its Property is subject.

“ResponsibleOfficer” means, as to any Loan Party or Subsidiary, the chief executiveofficer, president, chief financial officer, treasurer, chief accountingofficer, any vice president or any managing director of such Loan Party or anySubsidiary, as the context requires.  Anydocument delivered hereunder that is signed by a Responsible Officer on behalfof a Loan Party or Subsidiary shall be conclusively presumed to have beenauthorized by all necessary corporate, partnership and/or other action on thepart of such Loan Party or Subsidiary and such Responsible Officer shall beconclusively presumed to have acted on behalf of such Loan Party or Subsidiary.

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

“RevolvingCredit Commitment Period” means the period from and including the ClosingDate to the earliest of (a) the Revolving Credit Termination Date, (b) the dateof termination of the Revolving Credit Commitments pursuant to Section 2.7,

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and (c) the dateof termination of the commitment of each Lender to make Loans and of theobligation of the Issuing Lender to make L/C Credit Extensions pursuant to Section8.2.

“RevolvingCredit Loans” has the meaning specified in Section 2.1.

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

“RevolvingCredit Termination Date” means November 14, 2011; provided, however,that, if such date is not a Business Day, the Revolving Credit Termination Dateshall be the next succeeding Business Day.

“RevolvingExtensions of Credit” means, as to any Lender at any time, an amount equalto the sum of (a) the aggregate principal amount of all Revolving Credit Loansmade by such Lender then outstanding, (b) the principal amount equal to suchLender’s Revolving Credit Percentage of the L/C Obligations then outstandingand (c) the principal amount equal to such Lender’s Revolving Credit Percentageof the aggregate principal amount of Swing Line Loans then outstanding.

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

“SAP” meanswith respect to any Insurance Subsidiary, the statutory accounting practicesprescribed or permitted by the Department in the jurisdiction of such InsuranceSubsidiary for the preparation of annual statements and other financial reportsby insurance companies of the same type as such Insurance Subsidiary, which areapplicable to the circumstances as of the date of determination.

“SEC” meansthe Securities and Exchange Commission (or successors thereto or an analogousGovernmental Authority).

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

“SingleEmployer Plan” means any Plan that is covered by Title IV of ERISA, butwhich is not a Multiemployer Plan.

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

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

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

“Subsidiary”of a Person means (a) any corporation more than 50% of the outstandingsecurities having ordinary voting power of which shall at the time be owned orcontrolled, directly or indirectly, by such Person or by one or more of itsSubsidiaries or by such Person and one or more of its Subsidiaries, or (b) anypartnership, limited liability company, association, joint venture or similarbusiness organization more than 50% of the ownership interests having ordinaryvoting power of which shall at the time be so owned or controlled.  Unless otherwise expressly provided, allreferences herein to a “Subsidiary” shall mean a Subsidiary of Parent.

“SurplusDebentures” means as to any Insurance Subsidiary, debt securities of suchInsurance Subsidiary the proceeds of which are permitted to be included, inwhole or in part, as Capital and Surplus of such Insurance Subsidiary asapproved and permitted by the applicable Department.

“Swing LineCommitment” means the obligation of the Swing Line Lender to make SwingLine Loans pursuant to Section 2.3 in an aggregate principal amount atany one time outstanding not to exceed $5,000,000.

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

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

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

“SyndicationAgent” means Lehman Brothers Inc., and any other Lender as may bedesignated from time to time by the Borrower as a syndication agent, with theconsent of such Lender and the Arrangers.

“TotalConsolidated Capitalization” means, as at any date, the sum, withoutduplication, of (a) Consolidated Net Worth plus (b) Total Consolidated Debtplus, (c) the amounts in respect of Trust Preferred Securities, MandatoryConvertible Securities, Mandatory Redeemable Securities, Conditional CommonEquity and any other preferred stock that would, in conformity with GAAP, bereflected on a consolidated balance sheet of Parent and its consolidatedSubsidiaries prepared as of such date and which are not already included in clause(a) or (b) above.  TotalConsolidated Capitalization shall in any event not include (x) any obligations(including Guarantee Obligations) in respect of the Fund American PreferredStock, providedthat, arrangements reasonably satisfactory to theAdministrative Agent shall have been made for the establishment of grantortrusts to provide for the payment or redemption of the Fund American PreferredStock, it being understood that such arrangements in effect on

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the Closing Dateare reasonably satisfactory to the Administrative Agent or (y) any effects resulting from SFAS 158.

“Total Consolidated Debt” means,at any date, the sum, without duplication, of (a) all amounts that would, inconformity with GAAP, be reflected and classified as debt on a consolidatedbalance sheet of Parent and its consolidated Subsidiaries prepared as of suchdate, (b) Indebtedness represented by (i) Trust Preferred Securities orQualified Mandatory Redeemable Securities (in each case, owned by Persons otherthan Parent or any of its consolidated Subsidiaries) but only to the extentthat such securities (other than Mandatory Convertible Securities) exceed 15%of Total Consolidated Capitalization or (ii) Mandatory Redeemable Securities(owned by Persons other than Parent or any of its consolidated Subsidiaries)other than Qualified Mandatory Redeemable Securities, and (c) Indebtednessrepresented by Mandatory Convertible Securities (owned by Persons other thanParent or any of its consolidated Subsidiaries) but only to the extent thatsuch Mandatory Convertible Securities plus Trust Preferred Securities andQualified Mandatory Redeemable Securities (in each case, owned by Persons otherthan Parent or any of its consolidated Subsidiaries) exceed 25% of TotalConsolidated Capitalization; provided, that in the event that the notesrelated to the Mandatory Convertible Securities remain outstanding followingthe exercise of forward purchase contracts related to such Mandatory ConvertibleSecurities, then such outstanding notes will be included in Total ConsolidatedDebt thereafter.  Total Consolidated Debtshall, in any event, not include (1) Hedge Agreements entered into in theordinary course of business for non-speculativepurposes, (2) Indebtedness of the type described in Sections 7.2(b), (c),(d), (f) and (g), (3) Conditional Common Equity, (4) anyobligations (including Guarantee Obligations) in respect of the Fund AmericanPreferred Stock, providedthat, arrangements reasonably satisfactoryto the Administrative Agent shall have been made for the establishment ofgrantor trusts to provide for the payment or redemption of the Fund AmericanPreferred Stock, it being understood that such arrangements in effect on theClosing Date are reasonably satisfactory to the Administrative Agent, (5) any other amounts in respect of Trust PreferredSecurities, Mandatory Redeemable Securities or Mandatory ConvertibleSecurities, or (6) anyeffects resulting from SFAS 158.

“TotalConsolidated Debt to Total Consolidated Capitalization Ratio” means, as atthe end of any fiscal quarter of Parent, the ratio of (a) Total ConsolidatedDebt to (b) Total Consolidated Capitalization.

“TotalRevolving Credit Commitments” means, at any time, the aggregate amount ofthe Revolving Credit Commitments then in effect.  The aggregate amount of the Total RevolvingCredit Commitments on the Closing Date is $75,000,000.

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

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

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“TrustPreferred Securities” means preferred securities issued by a specialpurpose entity, the proceeds of which are used to purchase subordinated debtsecurities of Parent or one of its Subsidiaries having terms that substantiallymirror those of such preferred securities issued by the special purpose entitysuch that the debt securities constitute credit support for obligations inrespect of such preferred securities and such preferred securities arereflected on a consolidated balance sheet of Parent and its consolidatedSubsidiaries in accordance with GAAP.

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

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

“WhiteMountains” means White Mountains Insurance Group, Ltd., a company existingunder the laws of Bermuda.

“WhiteMountains Administrative Agent” means Bank of America, N.A., in itscapacity as administrative agent under any of the White Mountains LoanDocuments, or any successor administrative agent appointed in accordance withthe terms contained in the White Mountains Credit Agreement.

“WhiteMountains Arrangers” means Banc of America Securities LLC and LehmanBrothers Inc., in their respective capacities as joint lead arrangers and jointbook runners under the White Mountains Credit Agreement**.**

“WhiteMountains Credit Agreement” means that certain Credit Agreement, dated asof the date hereof, among White Mountains, White Mountains Re, the WhiteMountains Lenders, the White Mountains Administrative Agent, the WhiteMountains Arrangers and the White Mountains Syndication Agent, as suchagreement may be amended, restated, extended, supplemented or otherwisemodified in writing from time to time.

“WhiteMountains Lenders” means the financial institutions from time to time partyto the White Mountains Credit Agreement.

“WhiteMountains Loan Documents” means the “Loan Documents” as defined in theWhite Mountains Credit Agreement.

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

“WhiteMountains Syndication Agent” means Lehman Brothers Inc., and any otherWhite Mountains Lender as may be designated from time to time by WhiteMountains and White Mountains Re as a syndication agent under the WhiteMountains Credit Agreement, with the consent of such White Mountains Lender andthe White Mountains Arrangers.

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“ZenithPreferred Stock” means the $20,000,000 aggregate liquidation preferenceamount of non-voting preferred stock issued by Fund American Enterprises toZenith Insurance Company pursuant to the Certificate of Designation of Series APreferred Stock of TACK Holding Corp. (n/k/a Fund American Enterprises), asamended, supplemented or otherwise modified from time to time.

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

(a)           As used herein and in the other LoanDocuments, and any certificate or other document made or delivered pursuanthereto or thereto, accounting terms relating to the Loan Parties or theirSubsidiaries not defined in Section 1.1 and accounting terms partlydefined in Section 1.1, to the extent not defined, shall have the respectivemeanings given to them under GAAP or SAP, as the case may be.

(b)           References herein to particularpages, columns, lines or sections of any Person’s Annual Statement shall bedeemed, where appropriate, to be references to the corresponding page, column,line or section of such Person’s Quarterly Statement, or if no suchcorresponding page, column, line or section exists or if any report formchanges, then to the corresponding item referenced thereby.

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

(d)           The meanings given to terms definedherein shall be equally applicable to both the singular and plural forms ofsuch terms.

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

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

1.3.  Letter of Credit Amounts.  Unless otherwise specified herein, the amountof a Letter of Credit at any time shall be deemed to be the stated amount ofsuch Letter of Credit in effect at such time; provided, however,that with respect to any Letter of Credit that, by its terms or the terms ofany Issuer Document related thereto, provides for one or more automaticincreases in the stated amount thereof, other than with respect to thecalculation of L/C Fees, the amount of such Letter of Credit shall be deemed tobe the maximum stated amount of such Letter of Credit after giving effect toall such increases, whether or not such maximum stated amount is in effect atsuch time.

1.4.  Rounding.  Any financial ratios required to bemaintained by the Borrower pursuant to this Agreement shall be calculated bydividing the appropriate component by the

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other component,carrying the result to one place more than the number of places by which suchratio is expressed herein and rounding the result up or down to the nearestnumber (with a rounding-up if there is no nearest number).

1.5.  Timesof Day.  Unless otherwisespecified, all references herein to times of day shall be references to Easterntime (daylight or standard, as applicable).

**2.**                                      AMOUNT AND TERMS OF COMMITMENTS

2.1.  Revolving Credit Commitments.  (a) Subject to the terms and conditions hereof, the Lenders severally agreeto make revolving credit loans (“Revolving Credit Loans”) to theBorrower from time to time on any Business Day during the Revolving CreditCommitment Period in an aggregate principal amount at any one time outstandingfor each Lender which, when added to such Lender’s Revolving Credit Percentageof the sum of (i) the L/C Obligations then outstanding and (ii) the aggregateprincipal amount of the Swing Line Loans then outstanding, does not exceed theamount of such Lender’s Revolving Credit Commitment.  During the Revolving Credit Commitment Periodthe Borrower may use the Revolving Credit Commitments by borrowing, prepayingthe Revolving Credit Loans in whole or in part, and reborrowing, all inaccordance with the terms and conditions hereof.  The Revolving Credit Loans may from time totime be Eurodollar Loans or Base Rate Loans, as determined by the Borrower andnotified to the Administrative Agent in accordance with Sections 2.2 and2.9, provided that no Revolving Credit Loan shall be made as aEurodollar Loan after the day that is one month prior to the Revolving CreditTermination Date.

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

2.2.  Procedure for Revolving Credit Borrowing.  The Borrower may borrow under the RevolvingCredit Commitments on any Business Day during the Revolving Credit CommitmentPeriod, provided that the Borrower shall give the Administrative Agent aborrowing request in the form of Exhibit B-1 hereto (hereinafter, a “BorrowingRequest”) (which  Borrowing Requestmust be received by the Administrative Agent prior to 11:00 A.M., New York Citytime, (a) three Business Days prior to the requested Borrowing Date, in thecase of Eurodollar Loans, or (b) on the requested Borrowing Date, in the caseof Base Rate Loans, provided that requests for Base Rate Loans not receivedprior to 11:00 A.M., New York City time on the requested Borrowing Date shallbe deemed received on the following Business Day), and must specify (i) theamount and Type of Revolving Credit Loans to be borrowed, (ii) the requestedBorrowing Date and (iii) in the case of Eurodollar Loans, the length of theinitial Interest Period therefor; provided, however, that if the Borrower wishesto request Eurodollar Loans having an Interest Period of nine or twelve monthsin duration as provided in the definition of “Interest Period,” the applicablenotice must be received by the Administrative Agent not later than 11:00 A.M.New York City time, four Business Days prior to the requested date of suchborrowing, whereupon the Administrative Agent shall give prompt notice to theLenders of such request and determine whether the requested Interest Period isunavailable to any of them.  Not laterthan 10:00 A.M. New York City time, three Business Days before the requesteddate of such borrowing, the Administrative Agent shall notify the Borrower(which

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notice may be by telephone) whether or not the requested Interest Periodis unavailable to any Lender.  If theBorrower requests a borrowing of Eurodollar Loans in any Borrowing Request, butfails to specify an Interest Period, it will be deemed to have specified anInterest Period of one month. Each borrowing of Revolving Credit Loans under the Revolving CreditCommitments shall be in an amount equal to (x) in the case of Base Rate Loans,$500,000 or a whole multiple thereof (or, if the then aggregate AvailableRevolving Credit Commitments are less than $500,000, such lesser amount) and(y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $500,000in excess thereof; provided, that the Swing Line Lender may request, onbehalf of the Borrower, borrowings of Base Rate Loans under the RevolvingCredit Commitments in other amounts pursuant to Section 2.4.  Upon receipt of any such notice from theBorrower, the Administrative Agent shall promptly notify each Lenderthereof.  Each Lender will make itsRevolving Credit Percentage of the amount of each borrowing of Revolving CreditLoans available to the Administrative Agent for the account of the Borrower atthe Administrative Agent’s Office prior to 12:00 Noon, New York City time, onthe Borrowing Date requested by the Borrower in funds immediately available tothe Administrative Agent.  Such borrowingwill then be made available to the Borrower by the Administrative Agent in likefunds as received by the Administrative Agent.

2.3.  Swing Line Commitment.  (a) Subject to the terms and conditionshereof, the Swing Line Lender agrees, in reliance on the agreements of theother Lenders set forth in Section 2.4, that during the Revolving CreditCommitment Period, it will make available to the Borrower in the form of swingline loans (“Swing Line Loans”) a portion of the credit otherwiseavailable to the Borrower under the Revolving Credit Commitments; providedthat (i) the aggregate principal amount of Swing Line Loans outstanding at anytime shall not exceed the Swing Line Commitment then in effect (notwithstandingthat the Swing Line Loans outstanding at any time, when aggregated with theSwing Line Lender’s other outstanding Revolving Credit Loans hereunder, mayexceed the Swing Line Commitment then in effect or such Swing Line Lender’sRevolving Credit Commitment then in effect) and (ii) the Borrower shall notrequest, and the Swing Line Lender shall not make, any Swing Line Loan if,after giving effect to the making of such Swing Line Loan, the aggregate amountof the Available Revolving Credit Commitments would be less than zero.  During the Revolving Credit CommitmentPeriod, the Borrower may use the Swing Line Commitment by borrowing, repayingand reborrowing, all in accordance with the terms and conditions hereof.  Swing Line Loans shall be Base Rate Loansonly.

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

2.4.  Procedure for Swing Line Borrowing;Refunding of Swing Line Loans. (a)  The Borrower may borrow underthe Swing Line Commitment on any Business Day during the Revolving CreditCommitment Period, provided, the Borrower shall give the Swing LineLender irrevocable telephonic notice confirmed promptly in writing in the formof Exhibit B-2 (which telephonic notice must be received by the SwingLine Lender not later than 1:00 P.M., New York City time, on the proposedBorrowing Date), specifying (i) the amount to be borrowed and (ii) therequested Borrowing Date.  Each borrowingunder the Swing Line Commitment shall be in an amount equal to $250,000 or awhole multiple of $50,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Datespecified in the borrowing notice in

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respect of anySwing Line Loan, the Swing Line Lender shall make available to theAdministrative Agent at the Administrative Agent’s Office an amount inimmediately available funds equal to the amount of such Swing Line Loan.  The Administrative Agent shall make theproceeds of such Swing Line Loan available to the Borrower on such BorrowingDate in like funds as received by the Administrative Agent.

(b)           The Swing Line Lender, not lessfrequently than once each week shall, and at any other time, from time to time,as the Swing Line Lender elects in its sole and absolute discretion, may, onbehalf of the Borrower (which hereby irrevocably directs the Swing Line Lenderto act on its behalf), on one Business Day’s notice given by the Swing LineLender no later than 12:00 Noon, New York City time, request each Lender tomake, and each Lender hereby agrees to make, a Revolving Credit Loan, in anamount equal to such Lender’s Revolving Credit Percentage of the aggregateamount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstandingon the date of such notice, to repay the Swing Line Lender.  Each Lender shall make the amount of suchRevolving Credit Loan available to the Administrative Agent at theAdministrative Agent’s Office in immediately available funds, not later than10:00 A.M., New York City time, one Business Day after the date of suchnotice.  The proceeds of such RevolvingCredit Loans shall be made immediately available by the Administrative Agent tothe Swing Line Lender for application by the Swing Line Lender to the repaymentof the Refunded Swing Line Loans.  Uponthe written request of any Lender, the Administrative Agent will, within threeBusiness Days of such request, inform such Lender of the aggregate amount of SwingLine Loans outstanding on the date of such request.

(c)           If prior to the timea Revolving Credit Loan would have otherwise been made pursuant to Section2.4(b), one of the events described in Section 8.1(c) shall haveoccurred and be continuing with respect to either Loan Party, or if for anyother reason, as determined by the Swing Line Lender in its sole discretion,Revolving Credit Loans may not be made as contemplated by Section 2.4(b),each Lender shall, on the date such Revolving Credit Loan was to have been madepursuant to the notice referred to in Section 2.4(b) (the “RefundingDate”), purchase for cash an undivided participating interest in the thenoutstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “SwingLine Participation Amount”) equal to (i) such Lender’s Revolving CreditPercentage times (ii) the sum of the aggregate principal amount of SwingLine Loans then outstanding which were to have been repaid with such RevolvingCredit Loans.

(d)           If any Lender failsto make available to the Administrative Agent for the account of the Swing LineLender any amount required to be paid by such Lender pursuant to the foregoingprovisions of this Section 2.4(b) by the time specified in Section2.4(b), the Swing Line Lender shall be entitled to recover from such Lender(acting through the Administrative Agent), on demand, such amount with interestthereon for the period from the date such payment is required to the date onwhich such payment is immediately available to the Swing Line Lender at a rateper annum equal to the greater of the Federal Funds Rate and a rate determinedby the Swing Line Lender in accordance with banking industry rules on interbank

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compensation, plusany administrative, processing or similar fees customarily charged by the SwingLine Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid),the amount so paid shall constitute such Lender’s Loan included in the relevantborrowing or funded participation in the relevant Swing Line Loan, as the casemay be.  A certificate of the Swing LineLender submitted to any Lender (through the Administrative Agent) with respectto any amounts owing under this paragraph (d) shall be conclusive absentmanifest error.

(e)           Each Lender’s obligation to make the Loansreferred to in Section 2.4(b) and to purchase participating interestspursuant to Section 2.4(c) shall be absolute and unconditional and shallnot be affected by any circumstance, including, without limitation, (i) anysetoff, counterclaim, recoupment, defense or other right which such Lender mayhave against the Swing Line Lender, any Loan Party or any other Person for anyreason whatsoever; (ii) the occurrence or continuance of a Default or an Eventof Default or the failure to satisfy any of the other conditions specified in Section4; (iii) any adverse change in the condition (financial or otherwise) ofany Loan Party; (iv) any breach of this Agreement or any other Loan Document byany Loan Party or any Lender; or (v) any other circumstance, happening or eventwhatsoever, whether or not similar to any of the foregoing.  No such funding of risk participations shallrelieve or otherwise impair the obligation of the Borrower to repay Swing LineLoans, together with interest as provided herein.

(f)            Whenever, at any time after theSwing Line Lender has received from any Lender such Lender’s Swing LineParticipation Amount, the Swing Line Lender receives any payment on account ofthe Swing Line Loans, the Swing Line Lender will distribute to such Lender itsSwing Line Participation Amount (appropriately adjusted, in the case ofinterest payments, to reflect the period of time during which such Lender’sparticipating interest was outstanding and funded and, in the case of principaland interest payments, to reflect such Lender’s prorata portionof such payment if such payment is not sufficient to pay the principal of andinterest on all Swing Line Loans then due); provided, however,that in the event that such payment received by the Swing Line Lender is requiredto be returned, such Lender will return to the Swing Line Lender any portionthereof previously distributed to it by the Swing Line Lender.  The obligation of the Lenders under this paragraph(f) shall survive the payment in full of the Obligations and thetermination of this Agreement.

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

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

2.5.  Repayment of Loans; Evidence of Debt.  (a) The Borrower hereby unconditionally promises to pay to theAdministrative Agent for the account of the appropriate Lender (i) the thenunpaid principal amount on the Revolving Credit Termination Date (or on suchearlier date on which the Loans become due and payable pursuant to Section8.2) of each Revolving Credit Loan of such Lender made to the Borrower and(ii) the then unpaid principal amount on the Revolving Credit Termination Date(or on such earlier date on which the Loans become due and payable pursuant to Section8.2) of each Swing Line Loan of such Swing Line Lender made to the Borrower.  The Borrower hereby further agrees to payinterest to the Administrative Agent for the account of the appropriate Lenderon the unpaid principal amount of the Loans made to it from time to timeoutstanding from the date hereof until payment in full thereof at the rates perannum, and on the dates, set forth in Section 2.11.

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

(c)           The Administrative Agent, on behalfof the Borrower, shall maintain the Register pursuant to Section 10.7(c),and a subaccount therein for each Lender, in which shall be recorded (i) theamount of each Loan to the Borrower made hereunder and any Note evidencing suchLoan, the Type of such Loan and each Interest Period applicable thereto, (ii)the amount of any principal or interest due and payable or to become due andpayable from the Borrower to each Lender hereunder and (iii) both the amount ofany sum received by the Administrative Agent hereunder from or for the accountof the Borrower and each Lender’s share thereof.  In the event of any conflict between theaccounts and records maintained by any Lender and the accounts and records ofthe Administrative Agent in respect of such matters, the accounts and recordsof the Administrative Agent shall control in the absence of manifest error.

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

(e)           The Borrower agrees that, upon therequest to the Administrative Agent by any Lender, it will execute and deliverto such Lender a promissory note of the Borrower evidencing any RevolvingCredit Loans or Swing

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Line Loans, as the case may be, made by such Lender tothe Borrower, substantially in the forms of Exhibit C-1 or C-2,respectively, with appropriate insertions as to date and principal amount.  Each Lender may attach schedules to its Noteand endorse thereon the date, Type (if applicable), amount and maturity of itsLoans and payments with respect thereto.

(f)            In addition to the accounts andrecords referred to herein above, each Lender and the Administrative Agentshall maintain in accordance with its usual practice accounts or recordsevidencing the purchases and sales by such Lender of participations in Lettersof Credit and Swing Line Loans.  In theevent of any conflict between the accounts and records maintained by theAdministrative Agent and the accounts and records of any Lender in respect ofsuch matters, the accounts and records of the Administrative Agent shallcontrol in the absence of manifest error.

2.6.  Facility Fee, etc.  (a) Parent agrees to pay to the Administrative Agent for the account of eachLender in accordance with its Revolving Credit Percentage a facility fee forthe period from and including the Closing Date to the last day of the RevolvingCredit Commitment Period, computed at the Facility Fee Rate on the averagedaily amount of the Revolving Credit Commitment of such Lender during theperiod for which payment is made.  Thefacility fee shall accrue at all times during the Revolving Credit CommitmentPeriod, including at any time during which one or more of the conditions in Section4.2 is not met, and shall be payable quarterly in arrears on the firstBusiness Day of each of January, April, July and October and on the last day ofthe Revolving Credit Commitment Period, commencing on the first of such datesto occur after the Closing Date.  Thefacility fee shall be calculated quarterly in arrears, and if there is anychange in the Facility Fee Rate during any quarter, the actual daily amountshall be computed and multiplied by the Facility Fee Rate separately for eachperiod during such quarter that the Facility Fee Rate was in effect.

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

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

2.7.  Termination or Reduction of RevolvingCredit Commitments.  The Borrowershall have the right, upon notice to the Administrative Agent, to terminate theRevolving Credit Commitments or, from time to time, to reduce the aggregateamount of the Revolving Credit Commitments; provided that (a) no suchtermination or reduction of Revolving Credit Commitments shall be permitted if,after giving effect thereto and to any prepayments of the Revolving CreditLoans and Swing Line Loans made on the effective date thereof, the TotalRevolving Extensions of Credit would exceed the Total Revolving CreditCommitments, (b) any such reduction shall be in an amount equal to $1,000,000,or a whole multiple thereof (or the remaining amount of the Revolving CreditCommitments), (c) any such notice shall be received by the Administrative Agentnot later than 11:00 A.M. New York City time, three Business Days

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prior to the dateof termination or reduction and (d) if, after giving effect to any reduction ofthe Revolving Credit Commitments, the L/C Commitment or the Swing Line Commitmentexceeds the amount of the Revolving Credit Commitment, such Commitment shall beautomatically reduced by the amount of such excess; provided, further,that a notice of termination of the Revolving Credit Commitments delivered bythe Borrower may state that such notice is conditioned upon the effectivenessof other credit facilities, transactions or borrowings in general, in whichcase such notice may be revoked the Borrower (by notice to the AdministrativeAgent on or prior to the specified effective date) if such condition is notsatisfied.  The Administrative Agent willpromptly notify the Lenders of any notice of termination or reduction of theRevolving Credit Commitments.  Anyreduction of the Revolving Credit Commitments shall be applied to the RevolvingCredit Commitment of each Lender according to its Revolving CreditPercentage.  All fees accrued until theeffective date of any termination of the Revolving Credit Commitment shall bepaid on the effective date of such termination. Any reduction shall reduce permanently the Revolving Credit Commitmentsthen in effect.

2.8.  Prepayments.  (a) The Borrower may at any time and from time to time prepay the Loans madeto the Borrower, in whole or in part, without premium or penalty, upon noticedelivered to the Administrative Agent at least three Business Days priorthereto in the case of Eurodollar Loans and on the date of prepayment in thecase of Base Rate Loans, which notice shall specify the date and amount ofprepayment and whether the prepayment is of Eurodollar Loans or Base RateLoans; provided, that  (i) if aEurodollar Loan is prepaid on any day other than the last day of the InterestPeriod applicable thereto, the Borrower shall also pay any amounts owingpursuant to Section 2.17 and (ii) no prior notice is required for theprepayment of Swing Line Loans; provided, further, that, if anotice of prepayment is given in connection with a conditional notice oftermination of the Revolving Credit Commitments as contemplated by Section 2.7,then such notice of prepayment may be revoked if such notice of termination isrevoked in accordance with Section 2.7.  Upon receipt of any such notice theAdministrative Agent shall promptly notify the Lenders thereof.  If any such notice is given, the amount specifiedin such notice shall be due and payable on the date specified therein, togetherwith (except in the case of Base Rate Loans) accrued interest to such date onthe amount prepaid.  Partial prepaymentsof Revolving Credit Loans shall be in an aggregate principal amount of $500,000****or a whole multiple thereof.  Partial prepayments of Swing Line Loans shallbe in an aggregate principal amount of $50,000 or a whole multiple thereof.

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

2.9.  Conversion and Continuation Options.  (a) The Borrower may elect from time to time to convert Eurodollar Loansmade to the Borrower to Base Rate Loans by giving the Administrative Agent atleast two Business Days’ prior irrevocable notice (which may be telephonic) ofsuch election.  The Borrower may electfrom time to time to convert Base Rate

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Loans made to theBorrower to Eurodollar Loans by giving the Administrative Agent at least threeBusiness Days’ prior irrevocable notice (which may be telephonic) of suchelection (which notice shall specify the length of the initial Interest Periodtherefor); provided, however, that if the Borrower wishesto request Eurodollar Loans having an Interest Period of nine or twelve monthsin duration as provided in the definition of “Interest Period”, the applicablenotice must be received by the Administrative Agent not later than 11:00 A.M.New York City time, four Business Days prior to the requested date of suchconversion or continuation, whereupon the Administrative Agent shall giveprompt notice to the Lenders of such request and determine whether therequested Interest Period is unavailable to any of them.  Not later than 10:00 A.M. New York City time,three Business Days before the requested date of such conversion orcontinuation, the Administrative Agent shall notify the Borrower (which noticemay be by telephone) whether or not the requested Interest Period isunavailable to any of the Lenders, provided, further thatno Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event ofDefault has occurred and is continuing and the Administrative Agent or theMajority Lenders have determined in its or their sole discretion not to permitsuch conversions or (ii) after the date that is one month prior to theRevolving Credit Termination Date.  Eachtelephonic notice by the Borrower pursuant to this Section 2.9 must beconfirmed promptly by delivery to the Administrative Agent of a writtenBorrowing Request appropriately completed and signed by a Responsible Officerof the Borrower.  If the Borrowerrequests a conversion to a Eurodollar Loan in any Borrowing Request, but failsto specify an Interest Period, it will be deemed to have specified an InterestPeriod of one month.  Upon receipt of anysuch notice the Administrative Agent shall promptly notify the Lenders thereof.

(b)           The Borrower may elect to continueany Eurodollar Loan made to the Borrower as such upon the expiration of thethen current Interest Period with respect thereto by giving irrevocable notice(which may be telephonic) to the Administrative Agent, in accordance with theapplicable provisions of the term “Interest Period” set forth in Section 1.1,of the length of the next Interest Period to be applicable to such Loans, providedthat no Eurodollar Loan may be continued as such (i) when any Event of Defaulthas occurred and is continuing and the Administrative Agent or the MajorityLenders have, determined in its or their sole discretion not to permit suchcontinuations or (ii) after the date that is one month prior to the RevolvingCredit Termination Date, and provided, further, that if theBorrower shall fail to give any required notice as described above in thisparagraph or if such continuation is not permitted pursuant to the precedingproviso, such Loans shall be converted automatically to Base Rate Loans on thelast day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9must be confirmed promptly by delivery to the Administrative Agent of a writtenBorrowing Request appropriately completed and signed by a Responsible Officerof the Borrower.  Upon receipt of anysuch notice the Administrative Agent shall promptly notify the Lenders thereof.

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

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

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

(c)           (i) If all or a portion of theprincipal amount of any Loan or Reimbursement Obligation shall not be paid whendue (whether at the stated maturity, by acceleration or otherwise), suchoverdue amount shall bear interest at a rate per annum that is equal to (x) inthe case of the Loans, the rate that would otherwise be applicable theretopursuant to the foregoing provisions of this Section 2.11plus 2%or (y) in the case of Reimbursement Obligations, the rate applicable to BaseRate Loans plus 2%, and (ii) if all or a portion of any interest payableon any Loan or Reimbursement Obligation or any facility fee or other amountpayable hereunder shall not be paid when due (whether at the stated maturity,by acceleration or otherwise), such overdue amount shall bear interest at arate per annum equal to the rate then applicable to Base Rate Loans plus2%, in each case, with respect to clauses (i) and (ii) above,from the date of such non-payment until such amount is paid in full (eachof the foregoing collectively, the “Default Rate”).

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

2.12.  Computation of Interest and Fees.  (a) Interest, fees and commissions payable pursuant hereto shall becalculated on the basis of a 365-day (or 366-day, as the case may be) year forthe actual days elapsed, except that, with respect to Eurodollar Loans, theinterest thereon shall be calculated on the basis of a 360-day year for theactual days elapsed.  The AdministrativeAgent shall as soon as practicable notify the Borrower and the Lenders of eachdetermination of a Eurodollar Rate.  Anychange in the interest rate on a Loan resulting from a change in the Base Rateshall become effective as of the opening of business on the day on which suchchange becomes effective.  TheAdministrative Agent shall as soon as practicable notify the Borrower and theLenders of the effective date and the amount of each such change in anyinterest rate.  Interest shall accrue oneach Loan for the day on which the Loan is made, and shall not accrue on aLoan, or any portion thereof, for the day on which the Loan or such portion ispaid, provided that any Loan that is repaid on the same day on which itis made shall, subject to Section 2.14(d), bear interest for one day.

(b)           Each determination of an interestrate by the Administrative Agent pursuant to any provision of this Agreementshall be conclusive and binding on the Borrower and the Lenders in the absenceof manifest error.

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

(a)           theAdministrative Agent shall have determined (which determination shall beconclusive and binding upon the Borrower) that, by reason of circumstancesaffecting the relevant market, adequate and reasonable means do not exist forascertaining the Eurodollar Rate for such Interest Period, or

(b)           theAdministrative Agent shall have received notice from the Majority Lenders thatthe Eurodollar Rate determined or to be determined for such Interest Periodwill not adequately and fairly reflect the cost to such Lenders (asconclusively certified by such Lenders) of making or maintaining their affectedLoans during such Interest Period,

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

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

(b)           Each payment (including eachprepayment) by the Borrower on account of principal of and interest on theRevolving Credit Loans of the Borrower shall be made prorataaccording to the respective outstanding principal amounts of the RevolvingCredit Loans of the Borrower then held by the Lenders.  Each payment in respect of ReimbursementObligations in respect of any Letter of Credit shall be made to the relevantIssuing Lender.

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

(d)           All payments (including prepayments)to be made by the Borrower hereunder, whether on account of principal,interest, fees or otherwise, shall be made without condition or deduction forany counterclaim, defense, recoupment or setoff and shall be made prior to12:00 Noon, New York City time, on the due date thereof to the AdministrativeAgent, for the account of the relevant Lenders, at the 

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Administrative Agent’s Office, in Dollars and inimmediately available funds.  Any paymentmade by the Borrower after 12:00 Noon, New York City time, on any Business Dayshall be deemed to have been made on the next following Business Day.  The Administrative Agent shall distributesuch payments to the Lenders promptly upon receipt in like funds asreceived.  If any payment hereunder(other than payments on the Eurodollar Loans) becomes due and payable on a dayother than a Business Day, such payment shall be extended to the next succeedingBusiness Day.  If any payment on a EurodollarLoan becomes due and payable on a day other than a Business Day, the maturitythereof shall be extended to the next succeeding Business Day unless the resultof such extension would be to extend such payment into another calendar month,in which event such payment shall be made on the immediately preceding BusinessDay.  In the case of any extension of anypayment of principal pursuant to the preceding two sentences, interest thereonshall be payable at the then applicable rate during such extension.

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

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

(ii)           if any Lender failed to make suchpayment, such Lender shall forthwith on demand pay to the Administrative Agentthe amount thereof in immediately available funds, together with interestthereon for the period from the date such amount was made available by theAdministrative Agent to the Borrower to the date such amount is recovered bythe Administrative Agent (the “Compensation Period”) at a rate per annumequal to the greater of the Federal Funds Rate and a rate determined by theAdministrative Agent in accordance with banking industry rules on interbankcompensation, plus any administrative, processing or similar fees customarilycharged by the Administrative Agent in connection with the foregoing. If suchLender pays such amount to the Administrative Agent, then such amount shallconstitute such Lender’s Revolving Credit Percentage of the Loan included inthe applicable borrowing.  If such Lenderdoes not pay such amount forthwith upon the Administrative Agent’s 

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demand therefor, the Administrative Agent may make ademand therefor upon the Borrower, and the Borrower shall pay such amount tothe Administrative Agent, together with interest thereon for the CompensationPeriod at a rate per annum equal to the rate of interest applicable to theapplicable borrowing.  Nothing hereinshall be deemed to relieve any Lender from its obligation to fulfill itsRevolving Credit Commitment or to prejudice any rights which the AdministrativeAgent or the Borrower may have against any Lender as a result of any default bysuch Lender hereunder.

A notice of theAdministrative Agent to any Lender or the Borrower with respect to any amountowing under this subsection (e) shall be conclusive, absent manifesterror.

(f)            The obligations of the Lendershereunder to make Loans, to fund participations in Letters of Credit and SwingLine Loans and to make payments under Section 10.6 are several and notjoint.  The failure of any Lender to makeany Loan, to fund any such participation or to make any payment under Section10.6 on any date required hereunder shall not relieve any other Lender ofits corresponding obligation to do so on such date, and no Lender shall beresponsible for the failure of any other Lender to so make its Loan, topurchase its participation or make its payment under Section 10.6.

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

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

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

(iii)          shall impose on such Lender any othercondition;

and the result of any ofthe foregoing is to increase the cost to such Lender, by an amount which suchLender deems to be material, of making, converting into, continuing ormaintaining Eurodollar Loans to the Borrower or issuing or participating inLetters of Credit issued at the request of the Borrower, or to reduce anyamount receivable hereunder in respect thereof, then, in any such case, theBorrower shall promptly pay such Lender, upon its demand, any additionalamounts necessary to compensate such Lender for such increased cost or reducedamount 

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receivable.  If any Lender becomes entitled to claim anyadditional amounts pursuant to this Section 2.15, it shall promptlynotify the Borrower (with a copy to the Administrative Agent) of the event byreason of which it has become so entitled.

(b)           If any Lender shall have determinedthat the adoption of or any change in any Requirement of Law regarding capitaladequacy or in the interpretation or application thereof or compliance by suchLender or any corporation controlling such Lender with any request or directiveregarding capital adequacy (whether or not having the force of law) from anyGovernmental Authority made subsequent to the date hereof shall have the effectof reducing the rate of return on such Lender’s or such corporation’s capitalas a consequence of its obligations hereunder or under or in respect of anyLetter of Credit to a level below that which such Lender or such corporationcould have achieved but for such adoption, change or compliance (taking intoconsideration such Lender’s or such corporation’s policies with respect tocapital adequacy) by an amount deemed by such Lender to be material, then fromtime to time, after submission by such Lender to the Borrower (with a copy tothe Administrative Agent) of a written request therefor, the Borrower shall payto such Lender such additional amount or amounts as will compensate such Lenderor such corporation for such reduction.

(c)           In addition to, and withoutduplication of, amounts which may become payable from time to time pursuant to paragraphs(a) and (b) of this Section 2.15, the Borrower agrees to payto each Lender which requests compensation under this paragraph (c) bynotice to the Borrower, on the last day of each Interest Period with respect toany Eurodollar Loan made by such Lender to the Borrower, at any time when suchLender shall be required to maintain reserves against “Eurocurrency liabilities”under Regulation D of the Board of Governors of the Federal Reserve System (or,at any time when such Lender may be required by the Board of Governors of theFederal Reserve System or by any other Governmental Authority, whether withinthe United States or in another relevant jurisdiction, to maintain reservesagainst any other category of liabilities which includes deposits by referenceto which the Eurodollar Rate is determined as provided in this Agreement oragainst any category of extensions of credit or other assets of such Lenderwhich includes any such Eurodollar Loans), an additional amount (determined bysuch Lender’s calculation or, if an accurate calculation is impracticable,reasonable estimate using such reasonable means of allocation as such Lendershall determine) equal to the actual costs, if any, incurred by such Lenderduring such Interest Period as a result of the applicability of the foregoingreserves to such Eurodollar Loans.

(d)           A certificate as to any additionalamounts payable pursuant to this Section 2.15 submitted by any Lender tothe Borrower (with a copy to the Administrative Agent) shall be conclusive inthe absence of manifest error.  NoLender  shall be entitled to compensation  under this  Section  2.15 from the Borrower for any costsincurred  or  reductions suffered more than 180 days priorto the date that such Lender notifies the Borrower of the circumstances givingrise to such increased costs or reductions and of such Lender’s intention toclaim compensation therefor; providedthat if a change of lawgiving rise to such increased

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costs or reductions is retroactive, then the 180-dayperiod referred to above shall be extended to include the period of retroactiveeffect thereof. The obligations of the Borrower pursuant to this Section2.15 shall survive the termination of this Agreement and the payment of theLoans and all other amounts payable hereunder.

2.16.  Taxes. (a)  Except as required by Law,all payments made by the Borrower under this Agreement shall be made free andclear of, and without deduction or withholding for or on account of, anypresent or future income, stamp or other taxes, levies, imposts, duties,charges, fees, deductions or withholdings, now or hereafter imposed, levied,collected, withheld or assessed by any Governmental Authority, excluding netincome taxes and franchise and doing business taxes (imposed in lieu of netincome taxes) imposed on the Administrative Agent or any Lender as a result ofa present or former connection between the Administrative Agent or such Lenderand the jurisdiction of the Governmental Authority imposing such tax or anypolitical subdivision or taxing authority thereof or therein (other than anysuch connection arising solely from the Administrative Agent’s or such Lender’shaving executed, delivered or performed its obligations or received a paymentunder, or enforced, this Agreement or any other Loan Document) (such net incometaxes and franchise or doing business taxes imposed in lieu of net income taxesbeing referred to hereinafter as “Excluded Taxes”).  If any such taxes, levies, imposts, duties,charges, fees, deductions or withholdings other than Excluded Taxes (“Non-ExcludedTaxes”) or any Other Taxes are required to be withheld from any amountspayable to the Administrative Agent or any Lender hereunder, the amounts sopayable to the Administrative Agent or such Lender shall be increased to theextent necessary to yield to the Administrative Agent or such Lender (afterpayment of all Non-Excluded Taxes and Other Taxes) interest or any such otheramounts payable hereunder at the rates or in the amounts specified in thisAgreement; provided, however, that the Borrower shall not berequired to increase any such amounts payable to any Lender with respect to anyNon-Excluded Taxes (i) that are attributable to such Lender’s failure to complywith the requirements of paragraph (d) or (e) of this Section2.16 or (ii) that are withholding taxes imposed on amounts payable to suchLender at the time such Lender becomes a party to this Agreement or designatesa new lending office, except to the extent that such Lender (or its assignor,if any) was entitled, at the time of designation of a new lending office orassignment, to receive additional amounts from the Borrower with respect tosuch Non-Excluded Taxes pursuant to this Section 2.16(a).

(b)           In addition, the Borrower shall payany Other Taxes to the relevant Governmental Authority in accordance withapplicable Law.

(c)           Whenever any Non-Excluded Taxes orOther Taxes are payable by the Borrower, as soon as practicable thereafter theBorrower shall send to the Administrative Agent for its own account or for theaccount of the relevant Lender, as the case may be, a certified copy of anofficial receipt received by the Borrower showing payment thereof (or otherevidence of such payment reasonably satisfactory to the AdministrativeAgent).  If the Borrower fails to pay anyNon-Excluded Taxes or Other Taxes when due to the appropriate taxing authority,such the Borrower shall indemnify the Administrative Agent and the Lenders forany incremental taxes, interest or penalties that may become payable by theAdministrative Agent or any Lender as a result of any such failure.  The agreements 

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in this Section 2.16 shall survive the terminationof this Agreement and the payment of the Loans and all other amounts payablehereunder.

(d)           Each Lender (or Transferee) that isnot (i) a citizen or resident of the United States of America, (ii) acorporation, partnership or other entity created or organized in or under thelaws of the United States of America (or any jurisdiction thereof), or (iii) anestate or trust that is subject to U.S. federal income taxation regardless ofthe source of its income (a “Non-U.S. Lender”) that may lawfullydo so shall deliver to the Borrower and the Administrative Agent (or, in thecase of a Participant, to the Lender from which the related participation shallhave been purchased) two copies of either U.S. Internal Revenue Service FormW-8BEN or Form W-8ECI (or other applicable form), or, in the case of a Non-U.S.Lender claiming exemption from U.S. federal withholding tax under Section871(h) or 881(c) of the Code with respect to payments of “portfolio interest”,a statement substantially in the form of Exhibit D and a Form W-8BEN (orother applicable form), or to the extent such Lender may lawfully do so, itshall deliver any subsequent versions thereof or successors thereto properlycompleted and duly executed by such Non-U.S. Lender claiming completeexemption from, or a reduced rate of, U.S. federal withholding tax on allpayments by the Borrower under this Agreement and the other LoanDocuments.  Such forms shall be deliveredby each Non-U.S. Lender on or before the date it becomes a party to thisAgreement (or, in the case of any Participant, on or before the date suchParticipant purchases the related participation).  In addition, to the extent it may lawfully doso, each Non-U.S. Lender shall deliver such forms promptly upon theobsolescence or invalidity of any form previously delivered by such Non-U.S.Lender.  Each Non-U.S. Lender shall, assoon as reasonably practicable, notify the Borrower at any time it determinesthat it is no longer in a position to provide any previously deliveredcertificate to the Borrower (or any other form of certification adopted by theU.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S.Lender shall not be required to deliver any form pursuant to this paragraphthat such Non-U.S. Lender is not legally able to deliver.

(e)           A Lender that is entitled to anexemption from or reduction of non-U.S. withholding tax under the Law of thejurisdiction in which the Borrower is located, or any treaty to which suchjurisdiction is a party, with respect to payments under this Agreement shalldeliver to the Borrower (with a copy to the Administrative Agent), at the timeor times prescribed by applicable Law or reasonably requested by the Borrower,such properly completed and executed documentation prescribed by applicable Lawor reasonably requested by the Borrower as will permit such payments to be madewithout withholding or at a reduced rate, provided that such Lender islegally entitled to complete, execute and deliver such documentation.

2.17.  Compensation for Losses.  The Borrower agrees to, upon demand of anyLender (with a copy to the Administrative Agent) from time to time, toindemnify each Lender for, and to hold each Lender harmless from, any loss orexpense that such Lender sustains or incurs as a consequence of(a) default by the Borrower in making a borrowing of, conversion to orcontinuation of Eurodollar Loans after the Borrower has given a noticerequesting the same in 

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accordance withthe provisions of this Agreement, (b) default by the Borrower in making anyprepayment after the Borrower has given a notice thereof in accordance with theprovisions of this Agreement or (c) the making by the Borrower of a prepaymentor conversion of Eurodollar Loans on a day that is not the last day of anInterest Period with respect thereto; provided that any request forindemnification made by a Lender pursuant to this Section 2.17 shall bemade within six months of the incurrence of the loss or expense requested to beindemnified.  Such indemnification mayinclude an amount equal to the excess, if any, of (i) the amount of interestthat would have accrued on the amount so prepaid, or not so borrowed, convertedor continued, for the period from the date of such prepayment or of such failureto borrow, convert or continue to the last day of such Interest Period (or, inthe case of a failure to borrow, convert or continue, the Interest Period thatwould have commenced on the date of such failure) in each case at theapplicable rate of interest for such Loans provided for herein (excluding,however, the Applicable Margin included therein, if any) over (ii) the amountof interest (as reasonably determined by such Lender) that would have accruedto such Lender on such amount by placing such amount on deposit for acomparable period with leading banks in the interbank Eurodollar market.  A certificate as to any amounts payablepursuant to this Section 2.17 submitted to the Borrower by anyLender shall be conclusive in the absence of manifest error.  This covenant shall survive the terminationof this Agreement and the payment of the Loans and all other amounts payablehereunder.

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

2.19.  Change of Office.  Each Lender agrees that, upon the occurrenceof any event that it knows to give rise to the operation of Sections 2.15,2.16(a) or 2.18 with respect to such Lender, it will use allcommercially reasonable efforts (subject to overall policy considerations ofsuch Lender) to designate another lending office for any Loans affected by suchevent, or to assign its rights and obligations hereunder with respect to suchLoans to another of its offices, branches or affiliates with the object ofavoiding the consequences of such event, provided, that such designationis made on terms that, in the reasonable sole judgment of such Lender, causesuch Lender and its lending office(s) to suffer no economic, legal orregulatory disadvantage, and provided, further, that nothing in this Section2.19 shall affect or postpone any of the obligations of the Borrower or therights of any Lender pursuant to Sections 2.15, 2.16(a) or 2.18.  The Borrower hereby agrees to pay allreasonable out-of-pocket costs and expenses incurred by any Lender inconnection with any such designation or assignment.

2.20.  Replacement of Lenders under CertainCircumstances.  The Borrower shall bepermitted to replace any Lender (a) that requests reimbursement for amountsowing pursuant 

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to Section 2.15,(b) with respect to which the Borrower is required to pay any amounts under Sections2.16 or 2.18, (c) that defaults in its obligation to make Loanshereunder or (d) that fails to approve any amendment which, pursuant to Section10.1, requires the approval of each Lender, provided, that suchamendment is approved by at least the Majority Lenders, with a replacement financialinstitution or other entity; provided that (i) such replacement does notconflict with any Requirement of Law, (ii) with respect to a conditiondescribed in clause (a) or (b) above, prior to any suchreplacement, such replaced Lender shall have taken no action under Section2.19 so as to eliminate the continued need for payment of amounts owingpursuant to Sections 2.15, 2.16, or 2.18 (iii) thereplacement financial institution or other entity shall purchase, at par, allLoans and other amounts owing to such replaced Lender on or prior to the dateof replacement, (iv) the Borrower shall be liable to such replaced Lender underSection 2.17 (as though Section 2.17 were applicable) if anyEurodollar Loan to the Borrower owing to such replaced Lender shall bepurchased other than on the last day of the Interest Period relating thereto,(v) the replacement financial institution or other entity, if not already aLender, shall be reasonably satisfactory to the Administrative Agent andotherwise an Eligible Assignee, (vi)  thereplaced Lender and replacement Lender shall be obligated to make suchreplacement in accordance with the provisions of Section 10.7(including, without limitation, obtaining the consents provided for therein)(provided that the Borrower shall be obligated to pay the registration andprocessing fee referred to therein), (vii) the Borrower shall pay alladditional amounts (if any) required pursuant to Section 2.15, 2.16or 2.18, as the case may be, in respect of any period prior to the date onwhich such replacement shall be consummated, and (viii) any suchreplacement shall not be deemed to be a waiver of any rights that the Borrower,the Administrative Agent or any other Lender shall have against the replacedLender.

2.21.    Guaranty of Payment and Performance.

(a)           Guaranty by Parent of the Borrower’sObligations.  Parent (being referredto herein in its capacity as guarantor as a “Guarantor”) herebyguarantees (such guaranty being hereinafter referred to as the “ParentGuaranty”) to the Lenders and the Administrative Agent the full andpunctual payment when due (whether at stated maturity, by required pre-payment,by acceleration or otherwise) of all of the obligations of the Borrowerhereunder and under the other Loan Documents (including, but not limited to,the principal of the Loans advanced to the Borrower, all ReimbursementObligations of the Borrower in respect of Letters of Credit, and all interest,fees, expenses, indemnities and other amounts payable by the Borrowerhereunder), including all such which would become due but for the operation ofthe automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §502(b) of the FederalBankruptcy Code.  The Parent Guaranty isan absolute, unconditional and continuing guaranty of the full and punctualpayment and performance of all such obligations of the Borrower hereunder andunder the other Loan Documents, and not of their collectibility only and is inno way conditioned upon any requirement that the Administrative Agent or anyLender first attempt to collect any of the Borrower’s obligations from theBorrower or resort to any other means of obtaining payment.  Should an Event of Default occur with respectto the payment or performance of any such obligations of the Borrower, theobligations of Parent under the Parent Guaranty with respect to suchobligations in default shall, upon demand by the Administrative Agent, becomeimmediately due and payable to the Administrative Agent, for the benefit of theLenders and the Administrative Agent, without demand or notice of any nature,all of which are expressly waived by Parent. Payments by Parent in respect of the Parent Guaranty may be 

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required by theAdministrative Agent on any number of occasions.  All payments by Parent in respect of theParent Guaranty shall be made to the Administrative Agent, in the manner and atthe place of payment specified hereunder, for the account of the Lenders andthe Administrative Agent.

(b)           Agreement to Pay EnforcementCosts, etc.** **TheGuarantor further agrees, as the principal obligor and not as a guarantor only,to pay to the Administrative Agent, on demand, all costs and expenses(including court costs and legal expenses) incurred or expended by theAdministrative Agent or any Lender in connection with the Parent Guaranty andthe enforcement thereof, together with interest on amounts recoverable underthis Section 2.21(b) from the time when such amounts become due untilpayment, whether before or after judgment, at the rate of interest for overdueprincipal set forth in this Agreement, providedthat if suchinterest would exceed the Maximum Rate, then such interest shall be reduced tosuch Maximum Rate.

(c)           Waivers by the Guarantor; Lenders’Freedom to Act.  To the fullestextent permitted by applicable law, the Guarantor agrees that the obligationsthat it has guaranteed hereunder will be paid and performed strictly inaccordance with their respective terms, regardless of any Law now or hereafterin effect in any jurisdiction affecting any of such terms or the rights of theAdministrative Agent or any Lender with respect thereto.  To the fullest extent permitted by applicableLaw, the Guarantor waives promptness, diligences, presentment, demand, protest,notice of acceptance, notice of any obligations incurred and all other noticesof any kind, all defenses which may be available by virtue of any valuation,stay, moratorium law or other similar Law now or hereafter in effect, any rightto require the marshalling of assets of the Borrower or any other entity orother person primarily or secondarily liable with respect to any of theobligations, and all suretyship defenses generally.  Without limiting the generality of theforegoing, the Guarantor agrees to the provisions of any instrument evidencingor otherwise executed in connection with any obligation and agrees, to thefullest extent permitted by applicable Law, that its obligations in respect ofthe Parent Guaranty shall not be released or discharged, in whole or in part,or otherwise affected by (i) the failure of the Administrative Agent or anyLender to assert any claim or demand or to enforce any right or remedy againstthe Borrower or any other entity or other person primarily or secondarilyliable with respect to any of the obligations; (ii) any extensions, compromise,refinancing, consolidation or renewals of any obligation; (iii) any change inthe time, place or manner of payment of any of the obligations or anyrescissions, waivers, compromise, refinancing, consolidation or otheramendments or modifications of any of the terms or provisions of this Agreementor the other Loan Documents or any other agreement evidencing or otherwiseexecuted in connection with any of the obligations, (iv) the addition,substitution or release of any entity or other person primarily or secondarilyliable for any obligation; (v) the adequacy of any rights which theAdministrative Agent or any Lender may have against any means of obtainingrepayment of any of the obligations; or (vi) any other act or omission whichmight in any manner or to any extent vary the risk of the Guarantor orotherwise operate as a release or discharge of the Guarantor, all of which maybe done without notice to the Guarantor. To the fullest extent permitted byLaw, the Guarantor hereby expressly waives any and all rights or defensesarising by reason of (A) any “one action” or “anti-deficiency” Law which wouldotherwise prevent the Administrative Agent or any Lender from bringing anyaction, including any claim for a deficiency, or exercising any other right orremedy (including any right of set-off), against the Guarantor before or afterthe 

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AdministrativeAgent’s or such Lender’s commencement or completion of any foreclosure action,whether judicially, by exercise of power of sale or otherwise, or (B) any otherLaw which in any other way would otherwise require any election of remedies bythe Administrative Agent or any Lender.

(d)           Unenforceability of ObligationsAgainst the Borrower.** **If for any reason the Borrower hasno legal existence or is under no legal obligation to discharge any of itsobligations under this Agreement or under the other Loan Documents guaranteedby the Guarantor, or if any of such obligations have become irrecoverable fromthe Borrower by reason of the Borrower’s bankruptcy or reorganization or byother operation of Law or for any other reason, the Guarantee shall, to thefullest extent permitted by applicable Law, nevertheless be binding on theGuarantor to the same extent as if the Guarantor at all times had been theprincipal obligor on all such obligations. In the event that acceleration of the time for payment of any of theguaranteed obligations of the Borrower under this Agreement or the other LoanDocuments is stayed upon the insolvency, bankruptcy or reorganization of theBorrower, or for any other reason, all such obligations otherwise subject toacceleration under the terms of this Agreement and the other Loan Documents orany other agreement evidencing or otherwise executed in connection with anysuch obligation shall be immediately due and payable by the Guarantor.

(e)           Subrogation.  Until the final payment and performance infull of all of the obligations of the Borrower under this Agreement and theother Loan Documents, the Guarantor shall not exercise any rights against theBorrower arising as a result of payment by the Guarantor in respect of theParent Guaranty, by way of subrogation, reimbursement, restitution,contribution or otherwise, and will not prove any claim in competition with theAdministrative Agent or any Lender in respect of any payment hereunder in anybankruptcy, insolvency or reorganization case or proceedings of any nature andthe Guarantor will not claim any setoff, recoupment or counterclaim against theBorrower in respect of any liability of the Guarantor to the Borrower.

(f)            Provisions Supplemental.** **The provisions ofthis Section 2.21 shall be supplemental to and not in derogation of anyother rights and remedies of the Lenders and the Administrative Agent under thisAgreement, the other Loan Documents and any separate subordination agreementwhich the Administrative Agent may at any time and from time to time enter intowith the Guarantor for the benefit of the Lenders and the Administrative Agent.

(g)           Further Assurances.** **The Guarantor agreesthat it will from time to time, at the request of the Administrative Agent, doall such things and execute all such documents as the Administrative Agent mayreasonably request to give full effect to the Parent Guaranty and to preservethe rights and powers of the Lenders and the Administrative Agent in respect ofthe Parent Guaranty.  The Guarantoracknowledges and confirms that it has established its own adequate means ofobtaining from the Borrower on a continuing basis all information desired bythe Guarantor concerning the financial condition of the Borrower and that theGuarantor will look to the Borrower and not to the Administrative Agent or anyLender in order for the Guarantor to keep adequately informed of changes in theBorrower’s financial condition.

*** ***

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(h)           Successors and Assigns.  The Parent Guarantyshall be binding upon the Guarantor, its successors and assigns, and shallinure to the benefit of the Administrative Agent and the Lenders and theirrespective  permitted transferees and permitted assigns.  Without limiting the generality of theforegoing sentence, each Lender may, to the extent permitted by Section 10.7,assign or otherwise transfer this Agreement, the other Loan Documents or anyother agreement or Note held by it evidencing or otherwise executed inconnection with the guaranteed obligations, or sell participations in anyinterest therein, to any other entity or other person, and such other entity orother person shall, to the extent provided by Section 10.7, thereuponbecome vested, to the extent set forth in the agreement evidencing suchassignment, transfer or participation, with all the rights in respect thereofgranted to such Lender herein, all in accordance with Section 10.7 ofthis Agreement.

2.22.  Increase in Commitments.

(a)           Request for Increase.  Upon notice to the Administrative Agent(which shall promptly notify the Lenders), the Borrower may from time to time,increase the Total Revolving Credit Commitments by an amount not to exceed$25,000,000 less the aggregate amount of all prior increases of the TotalRevolving Credit Commitment pursuant to this Section 2.22.  Such increase in the Total Revolving CreditCommitments may be provided by the Lenders or Eligible Assignees designated bythe Borrower to become Lenders (pursuant to an instrument of accession in theform of Exhibit I hereto) that are willing to provide such increase; providedthat (i) any such increase shall be in a minimum amount of $5,000,000 and (ii)the aggregate amount of the Total Revolving Credit Commitments after givingeffect to any such increase shall not at any time exceed $100,000,000.  Nothing contained herein shall constitute, orotherwise be deemed to be, a commitment on the part of any Lender to increaseits Revolving Credit Commitment hereunder.

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

(c)           Conditions to Effectivenessof Increase.  As a conditionprecedent to such increase, (i) no Default shall exist, (ii) the Borrower shall(x) deliver to the Administrative Agent (1) an Instrument of Accession executedby the Borrower and the applicable Lender(s), and (2) a certificate dated as ofthe Increase Effective Date (in sufficient copies for each Lender) signed by aResponsible Officer of each Loan Party (A) certifying and attaching theresolutions adopted by the Loan Parties approving or consenting to suchincrease, and (B) certifying that, before and after giving effect to suchincrease no Default exists and (iii pursuant to the terms of the Arranger FeeLetter, pay the fees to the applicable Persons. The Borrower shall prepay any Revolving Credit Loans outstanding on theIncrease Effective Date (and pay any additional amounts required pursuant to Section2.15) to the extent necessary 

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to keep the outstanding Revolving Credit Loans ratablewith any revised Revolving Credit Percentages arising from any nonratable increasein the Total Revolving Credit Commitments under this Section 2.22.

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

**3.             LETTERS OF CREDIT**

3.1.  L/C Commitment.  (a) Subject to the terms and conditions hereof, each Issuing Lender, inreliance on the agreements of the other Lenders set forth in Section 3.3,agrees to issue Letters of Credit for the account of the Borrower or any of itsSubsidiaries and to amend or extend Letters of Credit previously issued by it,in accordance with Section 3.2(b), on any Business Day during theRevolving Credit Commitment Period in such form as may be approved from time totime by the Issuing Lender; provided, that the Issuing Lender shall notissue any Letter of Credit if, after giving effect to such issuance, (i) theL/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount ofthe Available Revolving Credit Commitments would be less than zero.  Each Letter of Credit shall (i) be denominatedin Dollars and (ii) expire no later than the earlier of (x) the firstanniversary of its date of issuance and (y) the date which is five BusinessDays prior to the Revolving Credit Termination Date, provided that anyLetter of Credit with a one-year term may provide for the renewal thereof foradditional one-year periods (which shall in no event extend beyond the datereferred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issuedpursuant hereto, and from and after the Closing Date shall be subject to andgoverned by the terms and conditions hereof.

(b)                   No Issuing Lender shall atany time be obligated to issue any Letter of Credit hereunder if (i) suchissuance would conflict with, or cause the Issuing Lender or any L/CParticipant to exceed any limits imposed by, any applicable Requirement of Law,(ii) such issuance would violate one or more policies of the Issuing Lenderapplicable to letters of credit generally or (iii) any order, judgment ordecree of any Governmental Authority or arbitrator shall by its terms purportto enjoin or restrain the Issuing Lender from issuing such Letter of Credit, orany Law applicable to the Issuing Lender or any request or directive (whetheror not having the force of Law) from any Governmental Authority withjurisdiction over the Issuing Lender shall prohibit, or request that theIssuing Lender refrain from, the issuance of letters of credit generally orsuch Letter of Credit in particular.

3.2.  Procedure for Issuance and Amendment ofLetter of Credit.  (a) Each Letter ofCredit shall be issued or amended, as the case may be, upon the request of theBorrower delivered to the Issuing Lender (with a copy to the AdministrativeAgent) in the form of an Application, completed and signed by a ResponsibleOfficer of the Borrower.  SuchApplication must be received by the Issuing Lender and the Administrative Agentnot later than 11:00 A.M., New York City time, at least two Business Days (orsuch later date and time as the Administrative Agent and the Issuing Lender mayagree in a particular instance in their sole discretion) prior to the proposedissuance date or date of amendment, as the case may be.  In the 

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case of a requestfor an initial issuance of a Letter of Credit, such Application shall specifyin form and detail reasonably satisfactory to the Issuing Lender: (A) theproposed issuance date of the requested Letter of Credit (which shall be aBusiness Day); (B) the amount thereof; (C) the expiry date thereof; (D) thename and address of the beneficiary thereof; (E) the documents to be presentedby such beneficiary in case of any drawing thereunder; (F) the full text of anycertificate to be presented by such beneficiary in case of any drawingthereunder; and (G) such other matters as the Issuing Lender may reasonablyrequire.  In the case of a request for anamendment of any outstanding Letter of Credit, such Application shall specifyin form and detail reasonably satisfactory to the Issuing Lender (A) the Letterof Credit to be amended; (B) the proposed date of amendment thereof (whichshall be a Business Day); (C) the nature of the proposed amendment; and (D)such other matters as the Issuing Lender may reasonably require.  Additionally, the Borrower shall furnish tothe Issuing Lender and the Administrative Agent such other documents andinformation pertaining to such requested Letter of Credit issuance oramendment, including any Issuer Documents, as the Issuing Lender or theAdministrative Agent may reasonably require.

(b)           Promptly after receipt of anyApplication, the Issuing Lender will confirm with the Administrative Agent (bytelephone or in writing) that the Administrative Agent has received a copy ofsuch Application from the Borrower and, if not, the Issuing Lender will providethe Administrative Agent with a copy thereof. Unless the Issuing Lender has received written notice from any Lender orthe Administrative Agent, at least one Business Day prior to the requested dateof issuance or amendment of the applicable Letter of Credit, that one or moreapplicable conditions contained in Section 4 shall not then besatisfied, then, subject to the terms and conditions hereof, the Issuing Lendershall, on the requested date, issue a Letter of Credit for the account of theBorrower or enter into the applicable amendment, as the case may be, in eachcase in accordance with the Issuing Lender’s usual and customary businesspractices.  Immediately upon the issuanceof each Letter of Credit, each Lender shall be deemed to, and hereby irrevocablyand unconditionally agrees to, purchase from the Issuing Lender a riskparticipation in such Letter of Credit in an amount equal to the product ofsuch Lender’s Revolving Credit Percentage times the amount of suchLetter of Credit.

(c)           Promptly after its delivery of anyLetter of Credit or any amendment to a Letter of Credit to an advising bankwith respect thereto or to the beneficiary thereof, the Issuing Lender willalso deliver to the Borrower and the Administrative Agent a true and complete copyof such Letter of Credit or amendment.

3.3.  Drawings and Reimbursements; Funding ofParticipations.  (a)  Upon receipt from the beneficiary of anyLetter of Credit of any notice of a drawing under such Letter of Credit, theIssuing Lender shall notify the Borrower and the Administrative Agentthereof.  The Borrower shall reimbursethe Issuing Lender, through the Administrative Agent, for the amount of anydrawing under a Letter of Credit not later than 1:00 P.M., New York City time,on the date that such drawing is made (if the Borrower has received notice fromthe Issuing Lender of such drawing prior to 10:00 A.M., New York City time, onsuch date) or, if the Borrower has not received notice of such drawing prior tosuch time on such date, then not later than 1:00 P.M., 

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New York Citytime, on (i) the Business Day that the Borrower receives such notice, ifsuch notice is received prior to 10:00 A.M., New York City time, on theday of receipt, or (ii) the Business Day immediately following the daythat the Borrower receives such notice, if such notice is not received prior to10:00 A.M., New York City time, on the day of such receipt (the date onwhich such reimbursement by the Borrower is due pursuant to this sentence beingreferred to herein as the “Requested Reimbursement Date”).  If the Borrower fails to so reimburse theIssuing Lender by such time, the Administrative Agent shall promptly notifyeach Lender of the Requested Reimbursement Date, the amount of the unreimburseddrawing (the “Unreimbursed Amount”), and the amount of such Lender’sRevolving Credit Percentage thereof.  Insuch event, the Borrower shall be deemed to have requested a borrowing of BaseRate Loans to be disbursed on the Requested Reimbursement Date in an amountequal to the Unreimbursed Amount, without regard to the minimum and multiples,and notice periods, specified in Section 2.2 for the principal amount ofBase Rate Loans.  Such Base Rate Loansmay from time to time be converted to Eurodollar Loans, as determined by theBorrower and notified to the Administrative Agent in accordance with Section2.9, provided that no Revolving Credit Loan shall be made as a EurodollarLoan after the day that is one month prior to the Revolving Credit TerminationDate.  Any notice given by the IssuingLender or the Administrative Agent pursuant to this Section 3.3(a) maybe given by telephone if immediately confirmed in writing; provided that thelack of such an immediate confirmation shall not affect the conclusiveness orbinding effect of such notice.

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

(c)           If any drawing is made under a Letterof Credit and is not reimbursed or refinanced on the date such drawing is made,for any reason, the Borrower shall be deemed to have incurred****from the Issuing Lender an L/C Borrowing in the amount ofthe Unreimbursed Amount that is not so reimbursed or refinanced, which L/C Borrowing(i) shall bear interest at the rate applicable to Base Rate Loans from andincluding the date that such drawing is paid by the Issuing Bank to butexcluding the earlier of the date that such Unreimbursed Amount is soreimbursed or refinanced or the date that is the next Business Day followingthe Requested Reimbursement Date and, if not so reimbursed or refinanced on orprior to the date that is the next Business Day following the RequestedReimbursement Date, then, from and after the date that is the next Business Dayfollowing the Requested Reimbursement Date to but excluding the date soreimbursed or refinanced, the rate applicable to Base Rate Loans plus 2% and(ii) shall, on and after the date that is the next Business Day followingthe Requested Reimbursement  Date, be dueand payable on demand.  In such event,each Lender’s payment to the Administrative Agent for the account of theIssuing Lender pursuant to Section 3.3(b) shall be 

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deemed payment in respect of its participation in suchL/C Borrowing and shall constitute an L/C Advance from such Lender insatisfaction of its participation obligation under this Section 3.3.

(d)           Until each Lender funds its Loan orL/C Advance pursuant to this Section 3.3 to reimburse the Issuing Lenderfor any amount drawn under any Letter of Credit, interest in respect of suchLender’s Revolving Credit Percentage of such amount shall be solely for theaccount of the Issuing Lender.

(e)           Each Lender’s obligation to makeLoans or L/C Advances to reimburse the Issuing Lender for amounts drawn underLetters of Credit, as contemplated by this Section 3.3, shall beabsolute and unconditional and shall not be affected by any circumstance,including (A) any set-off, counterclaim, recoupment, defense or other rightwhich such Lender may have against the Issuing Lender, any Loan Party or anyother Person for any reason whatsoever, (B) the occurrence or continuance of aDefault, or (C) any other occurrence, event or condition, whether or notsimilar to any of the foregoing; provided, however, that eachLender’s obligation to make Loans pursuant to this Section 3.3 issubject to the conditions set forth in Section 4.2 (other than deliveryby the Borrower of a Loan Notice).  Nosuch making of an L/C Advance shall relieve or otherwise impair the obligationof the Borrower to reimburse the Issuing Lender for the amount of any paymentmade by the Issuing Lender under any Letter of Credit, together with interestas provided herein.

(f)            If any Lender fails to makeavailable to the Administrative Agent for the account of the Issuing Lender anyamount required to be paid by such Lender pursuant to the foregoing provisionsof this Section 3.3 by the time specified in Section 3.3(b), theIssuing Lender shall be entitled to recover from such Lender (acting throughthe Administrative Agent), on demand, such amount with interest thereon for theperiod from the date such payment is required to the date on which such paymentis immediately available to the Issuing Lender at a rate per annum equal to thegreater of the Federal Funds Rate and a rate determined by the Issuing Lenderin accordance with banking industry rules on interbank compensation, plus anyadministrative, processing or similar fees customarily charged by the IssuingLender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid),the amount so paid shall constitute such Lender’s Loan included in the relevantborrowing or L/C Advance in respect of the relevant L/C Borrowing, as the casemay be.  A certificate of the IssuingLender submitted to any Lender (through the Administrative Agent) with respectto any amounts owing under this paragraph (f) shall be conclusive absentmanifest error.

3.4.  Repayment of Participations.  (a)  Atany time after the Issuing Lender has made a payment under any Letter of Creditand has received from any Lender such Lender’s L/C Advance in respect of suchpayment in accordance with Section 3.3(b), if the Administrative Agentreceives for the account of the Issuing Lender any payment in respect of therelated Unreimbursed Amount or interest thereon (whether directly from theBorrower or otherwise, including proceeds of cash collateral applied thereto bythe Administrative Agent), the Administrative Agent will distribute to suchLender its Revolving Credit Percentage thereof 

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(appropriatelyadjusted, in the case of interest payments, to reflect the period of timeduring which such Lender’s L/C Advance was outstanding) in the same funds asthose received by the Administrative Agent.

(b)           If any payment received by theAdministrative Agent for the account of the Issuing Lender pursuant to Section3.3(b) is required to be returned under any of the circumstances describedin Section 10.8 (including pursuant to any settlement entered into bythe Issuing Lender in its discretion), each Lender shall pay to theAdministrative Agent for the account of the Issuing Lender its Revolving CreditPercentage thereof on demand of the Administrative Agent, plus interest thereonfrom the date of such demand to the date such amount is returned by suchLender, at a rate per annum equal to the Federal Funds Rate from time to timein effect.

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

(i)            any lack of validity orenforceability of such Letter of Credit, this Agreement, or any other LoanDocument;

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

(iii)          any draft, demand, certificate orother document presented under such Letter of Credit proving to be forged,fraudulent, invalid or insufficient in any respect or any statement thereinbeing untrue or inaccurate in any respect; or any loss or delay in thetransmission or otherwise of any document required in order to make a drawingunder such Letter of Credit;

(iv)          any payment by the Issuing Lenderunder such Letter of Credit against presentation of a draft or certificate thatdoes not strictly comply with the terms of such Letter of Credit; or anypayment made by the Issuing Lender under such Letter of Credit to any Personpurporting to be a trustee in bankruptcy, debtor-in-possession, assignee forthe benefit of creditors, liquidator, receiver or other representative of orsuccessor to any beneficiary or any transferee of such Letter of Credit,including any arising in connection with any proceeding under any Debtor ReliefLaw; or

(v)           any other circumstance or happeningwhatsoever, whether or not similar to any of the foregoing, including any othercircumstance that might 

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otherwise constitute a defense available to, or adischarge of, the Borrower or any of its Subsidiaries.

3.6.  Role of Issuing Lender.** **Each Lender and theBorrower agrees that, in paying any drawing under a Letter of Credit, theIssuing Lender shall not have any responsibility to obtain any document (otherthan any sight draft, certificates and documents expressly required by theLetter of Credit) or to ascertain or inquire as to the validity or accuracy ofany such document or the authority of the Person executing or delivering anysuch document.  None of the Issuing Lender,any Agent-Related Person nor any of the respective correspondents, participantsor assignees of the Issuing Lender shall be liable to any Lender for (a) anyaction taken or omitted in connection herewith at the request or with theapproval of the Lenders or the Majority Lenders, as applicable; (b) any actiontaken or omitted in the absence of gross negligence or willful misconduct; or(c) the due execution, effectiveness, validity or enforceability of anydocument or instrument related to any Letter of Credit or Application.  The Borrower hereby assumes all risks of theacts or omissions of any beneficiary or transferee with respect to its use ofany Letter of Credit; provided, however, that this assumption isnot intended to, and shall not, preclude the Borrower’s pursuing such rightsand remedies as it may have against the beneficiary or transferee at law orunder any other agreement.  None of theIssuing Lender, any Agent-Related Person, nor any of the respective correspondents,participants or assignees of the Issuing Lender, shall be liable or responsiblefor any of the matters described in clauses (i) through (v) of Section3.5; provided, however, that anything in such clauses (i)through (v) to the contrary notwithstanding, the Borrower may have aclaim against the Issuing Lender, and the Issuing Lender may be liable to theBorrower, to the extent, but only to the extent, of any direct, as opposed toconsequential or exemplary, damages suffered by the Borrower which the Borrowerproves were caused by the Issuing Lender’s willful misconduct or grossnegligence or the Issuing Lender’s willful failure to pay under any Letter ofCredit after the presentation to it by the beneficiary of a sight draft andcertificate(s) strictly complying with the terms and conditions of a Letter ofCredit.**** In furtherance and not in limitation of theforegoing, the Issuing Lender may accept documents that appear on their face tobe in order, without responsibility for further investigation, regardless ofany notice or information to the contrary, and the Issuing Lender shall not beresponsible for the validity or sufficiency of any instrument transferring orassigning or purporting to transfer or assign a Letter of Credit or the rightsor benefits thereunder or proceeds thereof, in whole or in part, which mayprove to be invalid or ineffective for any reason.

3.7.  Cash Collateral.  Upon the request of the Administrative Agent,if, as of the Revolving Credit Termination Date, any Letter of Credit for anyreason remains outstanding and partially or wholly undrawn, the Borrower shallimmediately Cash Collateralize the then outstanding amount of all L/CObligations (in an amount equal to such outstanding amount determined as of theRevolving Credit Termination Date).  Sections2.8 and 8.2 set forth certain additional requirements to deliverCash Collateral hereunder.  To the extentthat the Borrower is required to Cash Collateralize L/C Obligations, theBorrower hereby grants to the Administrative Agent, for the benefit of the IssuingLender and the Lenders, a security interest in all cash, deposit accounts andall balances therein and all proceeds of the foregoing.  Such cash collateral shall be maintained inblocked, interest bearing deposit accounts with the Administrative Agent.

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

3.9.  Fees and Other Charges.  (a) The Borrower will pay to the Administrative Agent, for the account ofthe Lenders, a fee on the daily amount available to be drawn under alloutstanding Letters of Credit issued for its account at a per annum rate equalto the Applicable Margin then in effect with respect to Eurodollar Loans, to beshared ratably among the Lenders in accordance with their respective RevolvingCredit Percentages and payable quarterly in arrears on each L/C Fee PaymentDate after the issuance date.  Inaddition, the Borrower shall pay to the relevant Issuing Lender for its ownaccount a fronting fee on the daily amount available to be drawn under alloutstanding Letters of Credit issued by such Issuing Lender for the Borrower’saccount at a rate and at the times to be agreed upon by the Borrower and suchIssuing Lender.  For purposes ofcomputing the average daily amount available to be drawn under the Letters ofCredit, the amount of such Letters of Credit shall be determined in accordancewith Section 1.3.

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

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

**4.             CONDITIONS PRECEDENT**

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

(a)           The Administrative Agent’s receipt ofthe following, each of which shall be originals or telecopies (followedpromptly by originals) unless otherwise specified, each properly executed by aResponsible Officer of the signing Loan Party, each dated the Closing Date (or,in the case of certificates of governmental officials, a recent date before theClosing Date) and each in form and substance reasonably satisfactory to theAdministrative Agent:

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

(ii)           a Note executed by the Borrower infavor of each Lender requesting a Note so long as such request is made at least3 Business Days prior to the Closing Date;

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(iii)          such certificates of resolutions orother action, incumbency certificates and/or other certificates of ResponsibleOfficers of each Loan Party as the Administrative Agent may reasonably requireevidencing the identity, authority and capacity of each Responsible Officerthereof authorized to act as a Responsible Officer in connection with thisAgreement and the other Loan Documents to which such Loan Party is a party;

(iv)          such documents and certifications asthe Administrative Agent may reasonably require to evidence that each Loan Partyis duly organized or formed, and thateach Loan Party is validly existing, in good standing and qualified toengage in business in the jurisdiction where such Loan Party is organized;

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

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

(vii)         a certificate signed by aResponsible Officer on behalf of each Loan Party certifying (A) that theconditions specified in Sections 4.2(a) and (b) have beensatisfied, and (B) that there has beenno event or circumstance since December 31, 2005 that has had or could bereasonably expected to have, either individually or in the aggregate, aMaterial Adverse Effect.

(viii)        a Borrowing Request appropriatelycompleted and signed by a Responsible Officer on behalf of the Borrower, inrespect of the initial borrowing of Loans;

(ix)           copies certified by a ResponsibleOfficer on behalf of the Borrower of the White Mountains Loan Documents dulyexecuted by the parties thereto;

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

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

(c)           Legal Opinions.  The Administrative Agent shall have received(i) the legal opinions of Thomas Forsyth, Esquire and Robert Seelig, Esquire,each as 

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counsel to the Loan Parties, substantially in the formof Exhibit F-1 and F-2, respectively and (ii) the legal opinionof Conyers Dill & Pearman, Bermuda counsel to the Parent, substantially inthe form of Exhibit G.

(d)           Termination of Existing Credit Facility.  The Administrative Agent shall have receivedevidence (including, without limitation, payoff letters), reasonablysatisfactory to the Administrative Agent in its reasonable discretion, that theExisting Credit Agreement has been orconcurrently with the Closing Date is being terminated.

(e)           Initial Public Offering.  Parent shall have consummated the IPO.

(f)            Closing Date.  The Closing Date shall occur on or beforeApril 30, 2007.

(g)           Economic Defeasance of FundAmerican Preferred Stock.  Arrangementsreasonably satisfactory to the Administrative Agent shall have been made forthe establishment of grantor trusts to provide for the payment or redemption ofthe Fund American Preferred Stock.

(h)           Material Adverse Effect.  Up to and including the Closing Date, sinceDecember 31, 2005 there has been no development or event that has had or couldreasonably be expected to have a Material Adverse Effect.

4.2.  Conditions to Closing and Each Extensionof Credit.  The occurrence of theClosing Date and the agreement of each Lender to make any extension of creditrequested to be made by it hereunder on any date (including, withoutlimitation, its initial extension of credit but excluding conversions orcontinuations of Loans) is subject to the satisfaction of the followingconditions precedent:

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

(b)           No Default.  No Default or Event of Default shall haveoccurred and be continuing on such date or after giving effect to theextensions of credit requested to be made on such date.

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

Each borrowing by andissuance of a Letter of Credit on behalf of the Borrower hereunder shallconstitute a representation and warranty by the Loan Parties as of the date ofsuch extension of 

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credit that theconditions contained in this Section 4.2 (a) and (b) have beensatisfied on and as of the date of the applicable extension of credit.

**5.             REPRESENTATIONS AND WARRANTIES**

To induce theAdministrative Agent and the Lenders to enter into this Agreement and to makethe Loans and issue or participate in the Letters of Credit, the Loan Partieshereby jointly and severally represent and warrant to the Administrative Agentand each Lender that:

5.1.  Financial Statements.

(a)           The audited consolidated balancesheet of Parent and its consolidated Subsidiaries, as at December 31, 2005 andthe related consolidated statements of income and of cash flows for the fiscalyear ended on such date, reported on and accompanied by unqualified reports fromPricewaterhouseCoopers LLP or another independent certified public accountingfirm of nationally recognized standing, present fairly in all material respectsthe consolidated financial condition of Parent and its consolidatedSubsidiaries, as at such date, and the consolidated results of their operationsand their consolidated cash flows for such fiscal year then ended in accordancewith GAAP applied consistently throughout the periods involved (except asapproved by the aforementioned firm of accountants and disclosed therein).

(b)           The unaudited consolidated balancesheet of Parent and its consolidated Subsidiaries, as of and for the fiscalquarters ended June 30, 2006 and September 30, 2006, and the related unauditedconsolidated statements of income and cash flows for such fiscal quarters endedon such dates, present fairly in all material respects the consolidatedfinancial condition of Parent and its consolidated Subsidiaries as at suchdates, and the consolidated results of their operations and their consolidatedcash flows for the fiscal quarters then ended in accordance with GAAP appliedconsistently throughout the periods involved (except (x) as approved by theaforementioned firms of accountants and disclosed therein or (y) for normalyear-end audit adjustments and the absence of footnotes).

5.2.  Corporate Existence; Compliance with Law.  Each of the Loan Parties and theirSubsidiaries (a) is duly organized, validly existing and in good standing underthe Laws of the jurisdiction of its organization, except to the extent that thefailure of the Subsidiaries (other than the Borrower) to be so organized,validly existing and in good standing could not, in the aggregate, reasonablybe expected to have a Material Adverse Effect, (b) has the corporate or otherpower and authority, and the legal right, to own and operate its Property, tolease the Property it operates as lessee and to conduct the business in whichit is currently engaged, except to the extent that the failure to have suchpower, authority and legal right could not, in the aggregate, reasonably beexpected to have a Material Adverse Effect, (c) is duly qualified as a foreigncorporation and in good standing under the Laws of each jurisdiction where itsownership, lease or operation of Property or the conduct of its businessrequires such qualification, except to the extent failure to so qualify or bein good standing could not, in the aggregate, reasonably be expected to have aMaterial Adverse Effect, and (d) is in compliance with all Requirements of Law,including, without limitation, with respect to environmental laws, 

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except to theextent that the failure to comply therewith could not, in the aggregate,reasonably be expected to have a Material Adverse Effect.

5.3.  Corporate Power; Authorization;Enforceable Obligations.  Each of theLoan Parties has the corporate or other power and authority, and the legalright, to make, deliver and perform the Loan Documents to which it is a partyand, in the case of the Borrower, to borrow hereunder.  Each of the Loan Parties has taken allnecessary corporate or other action to authorize the execution, delivery andperformance of the Loan Documents to which it is a party and, in the case ofthe Borrower, to authorize the borrowings on the terms and conditions of thisAgreement.  No consent or authorizationof, filing with, notice to or other act by or in respect of, any GovernmentalAuthority or any other Person is required in connection with the borrowingshereunder or the execution, delivery, performance, validity or enforceabilityof this Agreement or any of the other Loan Documents, except consents,authorizations, filings and notices described in Schedule 5.3, whichconsents, authorizations, filings and notices have been obtained or made andare in full force and effect and except to the extent failure to obtain anyconsents, authorizations, filings, and notices could not, in the aggregate,reasonably be expected to have a Material Adverse Effect.  Each Loan Document has been duly executed anddelivered on behalf of each Loan Party that is a party thereto.  This Agreement constitutes, and each otherLoan Document upon execution will constitute, a legal, valid and bindingobligation of each Loan Party that is a party thereto, enforceable against eachsuch Loan Party in accordance with its terms, except as enforceability may belimited by applicable bankruptcy, insolvency, reorganization, moratorium orsimilar Laws affecting the enforcement of creditors’ rights generally and bygeneral equitable principles (whether enforcement is sought by proceedings inequity or at Law).

5.4.  No Legal Bar.  The execution, delivery and performance ofthis Agreement and the other Loan Documents, the issuance of Letters of Credit,the borrowings hereunder and the use of the proceeds thereof will not violateany Requirement of Law or any Contractual Obligation of the Loan Parties or anyof their Subsidiaries and will not result in, or require, the creation orimposition of any Lien on any of their respective properties or revenuespursuant to any Requirement of Law or any such Contractual Obligation, exceptto the extent such violation or Lien could not, in the aggregate, reasonably beexpected to have a Material Adverse Effect.

5.5.  No Material Litigation.  No litigation, investigation or proceeding ofor before any arbitrator or Governmental Authority is pending or, to theknowledge of the Loan Parties, threatened by or against the Loan Parties or anyof their Subsidiaries or against any of their respective properties or assetsthat (a) purport to affect or pertain to this Agreement or  any other Loan Document or any of thetransactions contemplated hereby or thereby, or (b) could reasonably beexpected to have a Material Adverse Effect.

5.6.  Ownership of Property; Liens.  Each of the Loan Parties and theirSubsidiaries has title in fee simple to, or a valid leasehold interest in, allits real property, and good title to, or a valid leasehold interest in, all itsother Property, and none of such Property is subject to any Lien except aspermitted by Section 7.3, except to the extent such defects in titlecould not, in the aggregate, reasonably be expected to have a Material AdverseEffect.

*** ***

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5.7.  Intellectual Property.  Each of the Loan Parties and each of theirSubsidiaries owns, or is licensed to use, all Intellectual Property material tothe conduct of its business as currently conducted.  No material claim has been asserted and ispending by any Person challenging or questioning the use of any IntellectualProperty or the validity or effectiveness of any Intellectual Property, nor dothe Loan Parties know of any valid basis for any such claim, other than claimsthat could not, in the aggregate, reasonably be expected to have a MaterialAdverse Effect.  The use of IntellectualProperty by the Loan Parties and their Subsidiaries does not infringe on therights of any Person in any material respect, except for infringements thatcould not, in the aggregate, reasonably be expected to have a Material AdverseEffect.

5.8.  Taxes. Each of the Loan Parties and their Subsidiaries has filed or caused tobe filed all material Federal, state and other tax returns that are required tobe filed (taking into account any applicable extensions) and has paid all taxesshown to be due and payable on said returns or on any assessments made againstit or any of its Property and all other material taxes, fees or other chargesimposed on it or any of its Property by any Governmental Authority and, to theknowledge of the Loan Parties, no tax Lien has been filed, and no claim isbeing asserted, with respect to any such tax, fee or other charge, except (i)those in respect of which the amount or validity are currently being contestedin good faith by appropriate proceedings and with respect to which reserves inconformity with SAP or GAAP, as applicable, have been provided on the books ofthe Loan Parties or their Subsidiaries, as the case may be, and (ii) any amountthe failure of which to pay could not reasonably be expected to result in aMaterial Adverse Effect.

5.9.  Federal Regulations.  No part of the proceeds of any Loans will beused for “purchasing” or “carrying” any “margin stock” within the respectivemeanings of each of the quoted terms under Regulation U as now and from time totime hereafter in effect or for any purpose that violates the provisions of theRegulations of the Board.  If requestedby any Lender or the Administrative Agent, the Borrower will furnish to theAdministrative Agent and each Lender a statement to the foregoing effect inconformity with the requirements of FR Form G-3 or FR Form U-1 referredto in Regulation U.

5.10.  ERISA. Except as could not reasonably be expected to result in a MaterialAdverse Effect, neither a Reportable Event nor an “accumulated fundingdeficiency” (within the meaning of Section 412 of the Code or Section 302of ERISA) has occurred during the five-year period prior to the date onwhich this representation is made or deemed made with respect to any Plan, andeach Plan has complied in all material respects with the applicable provisionsof ERISA and the Code.  No termination ofa Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Planhas arisen, during such five-year period. The present value of all accrued benefits under each Single EmployerPlan (based on those assumptions used to fund such Plans) did not, as of thelast annual valuation date prior to the date on which this representation ismade or deemed made, exceed the value of the assets of such Plan allocable tosuch accrued benefits by an amount which could reasonably be expected to resultin a Material Adverse Effect.  Neitherthe Loan Parties nor any Commonly Controlled Entity has had a complete orpartial withdrawal from any Multiemployer Plan that has resulted or couldreasonably be expected to result in a Material Adverse Effect.  Except as could not reasonably be expected toresult in a Material Adverse Effect, no such Multiemployer Plan is inReorganization or Insolvent.

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

5.12.  Use of Proceeds.  The proceeds of the Loans and the Letters ofCredit shall be used for working capital and general corporate purposes ofParent and its Subsidiaries, including, without limitation, (a) acquisitionsand the issuance of Letters of Credit, (b) refinancings of outstandingindebtedness, if any, of Parent and its Subsidiaries under the Existing CreditAgreement (and the Existing Letters of Credit), (c) to provide for the paymentor redemption of obligations in respect of the Fund American Preferred Stock,and (d) payment of fees and expenses incurred in connection with thisAgreement.

5.13.  Accuracy of Information, etc.  No statement or information contained in anydocument, certificate or statement furnished to the Administrative Agent or theLenders or any of them, by or on behalf of either of the Loan Parties for usein connection with the transactions contemplated by this Agreement or the otherLoan Documents, taken as a whole contained, as of the date such statement,information, document or certificate was so furnished, any untrue statement ofa material fact or omitted to state a material fact necessary in order to makethe statements contained therein not materially misleading in light of thecircumstances under which such statement, information, document or certificatewas made or furnished.  The projectionsand pro forma financial information contained in the materials referenced abovewere prepared in good faith based on assumptions believed by management of theLoan Parties to be reasonable at the time made, it being recognized by theLenders that such financial information as it relates to future events is notto be viewed as fact and that actual results during the period or periodscovered by such financial information may differ from the projected results setforth therein by a material amount.

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

5.15.  Indebtedness and Liens.  As of the Closing Date, (i) no Subsidiary(other than the Borrower) of either of the Loan Parties had outstanding anyIndebtedness that was created, incurred or assumed after September 30,****2006,****exceptIndebtedness that would have been permitted by Section 7.2 (withoutgiving effect to the Indebtedness permitted by Section 7.2(a)) ifcreated, incurred or assumed by such Subsidiary on the Closing Date and (ii)there does not exist (a) any Lien that was created, incurred or assumed afterSeptember 30,****2006, upon any stockor Indebtedness of any Subsidiary to secure any Debt of any Loan Party or anyof their Subsidiaries or any other Person (other than the obligationshereunder) or (b) any Lien that was created, incurred or assumed afterSeptember 30, 2006, upon any other Property, to secure any Debt of any LoanParty or any of their Subsidiaries or any other Person (other than the obligationshereunder), except, in the case of (a) or (b), Liens that would have beenpermitted by Section 7.3 hereof (without giving effect to the Liens thatwould have been permitted by Section 7.3(i)(x)) if so created, incurredor assumed on the Closing Date.

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5.16.  TaxpayerIdentification Number.  As ofthe date hereof, each Loan Party’s true and correct U.S. taxpayeridentification number is set forth on Schedule 10.02.

**6.             AFFIRMATIVE COVENANTS**

The Loan Parties herebyjointly and severally agree that, from and after the Closing Date and so longas, the Commitments remain in effect, any Letter of Credit remains outstanding,there exists any unpaid Reimbursement Obligations or any principal or intereston any Loan or any fee payable hereunder is owing to any Lender or theAdministrative Agent hereunder, each of the Loan Parties shall and shall causeeach of their Subsidiaries to:

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

(a)           (i) not later than the date requiredto be filed pursuant to the Act of 1934 (after giving effect to any extensionpermitted or granted by the SEC), but in any event not later than 95 days afterthe end of each fiscal year of Parent ending subsequent to the Closing Date, acopy of the audited consolidated balance sheet of Parent and its consolidatedSubsidiaries as at the end of such fiscal year, and the related auditedconsolidated statements of income and of cash flows for such fiscal year,setting forth in each case in comparative form the figures as of the end of andfor the previous fiscal year, accompanied by an opinion byPricewaterhouseCoopers LLP, or other independent certified public accountingfirm of nationally recognized standing, which report shall be prepared inaccordance with generally accepted auditing standards and applicable securitieslaws and shall not be subject to a “going concern” or like qualification orexception, or qualification as to the scope of the audit (for purposes hereof,delivery of Parent’s Annual Report on Form 10-K (which shall be deemeddelivered on the date when such document is posted on the SEC’s website atwww.sec.gov or any replacement website) will be sufficient in lieu of deliveryof such financial statements); and (ii) not later than the date required to befiled pursuant to the Act of 1934 (after giving effect to any extensionpermitted or granted by the SEC), but in any event not later than 60 days afterthe end of each of the first three fiscal quarters of each fiscal year ofParent ending subsequent to the Closing Date, a copy of the unauditedconsolidated balance sheet of Parent and its consolidated Subsidiaries as atthe end of such fiscal quarter and the related unaudited consolidatedstatements of income and of cash flows for such fiscal quarter and the portionof the fiscal year through the end of such fiscal quarter, setting forth ineach case in comparative form the figures as of the end of and for the correspondingperiod in the previous year, certified by a Responsible Officer on behalf ofParent as being fairly stated in all material respects in accordance with GAAP(subject to normal year-end audit adjustments and the absence offootnotes) (for purposes hereof, delivery of Parent’s Quarterly Report on Form10-Q (which shall be deemed delivered on the date when such document is postedon the SEC’s website at www.sec.gov or any replacement website) will besufficient in lieu of delivery of such financial statements andcertifications); all such financial statements, together with notes to suchfinancial statements, to fairly present in all material 

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respects the financial condition and income and cashflows of the subject thereof as at the dates and for the periods coveredthereby in accordance with GAAP applied consistently throughout the periodsreflected therein and with prior periods (except (x) as approved by suchaccountants or officer, as the case may be, and disclosed therein or (y) in thecase of unaudited financial statements, subject to normal year-end adjustmentsand the absence of footnotes);

(b)           not later than the date required byLaw to be prepared (or such later date as may be allowed by the applicableGovernmental Authority), but in any event not later than 95 days after the endof each fiscal year of (i) OneBeacon Insurance Group, copies of the unauditedcombined Annual Statement of OneBeacon Insurance Group, certified by aResponsible Officer on behalf of Parent, and (ii) a Material InsuranceSubsidiary (as of the date of delivery pursuant hereto), copies of theunaudited Annual Statement of such Material Insurance Subsidiary, certified bya Responsible Officer on behalf of such Material Insurance Subsidiary; all suchstatements to be prepared in accordance with SAP consistently appliedthroughout the periods reflected therein and, if required by the applicableGovernmental Authority, audited and certified by independent certified publicaccounting firm of recognized national standing (it being understood thatdelivery of audited statements shall be made within 10 days following thedelivery of such statements to the applicable Governmental Authority);

(c)           not later than the date required byLaw to be prepared (or such later date as may be allowed by the applicableGovernmental Authority), but in any event not later than 70 days after the endof each of the first three fiscal quarters of each fiscal year of each MaterialInsurance Subsidiary (as of the date delivery of such Quarterly Statements isrequired), copies of the Quarterly Statement of such Material InsuranceSubsidiary for such fiscal quarter, all such statements to be prepared inaccordance with SAP consistently applied throughout the period reflectedherein;

(d)           within 15 days after being deliveredto any Material Insurance Subsidiary subsequent to the Closing Date, any finalReport on Examination issued by the applicable Department or the NAIC thatresults in material adjustments to the financial statements referred to in paragraphs(b) or (c) above;

(e)           to the extent such a statement isrequired by Law to be prepared, within 10 days following the delivery to theapplicable Department, a copy of each “Statement of Actuarial Opinion” and “ManagementDiscussion and Analysis” for a Material Insurance Subsidiary which is providedto the applicable Department as to the adequacy of loss reserves of suchMaterial Insurance Subsidiary, such opinion to be in the format prescribed bythe insurance code of the state of domicile of such Material InsuranceSubsidiary; and

(f)            promptly after Parent’s receiptthereof, subject to any restrictions imposed by such independent accountants,copies of any management letters submitted to the board of directors (or theaudit committee of the board of 

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directors) of Parent by independent accountants inconnection with the annual audit of Parent or any of its Subsidiaries.

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

(a)           concurrently with the delivery of theaudited financial statements referred to in Section 6.1(a)(i), acertificate of the independent certified public accounting firm reporting onsuch financial statements stating that in making the examination necessarytherefor no knowledge was obtained of any Default or Event of Default (it beingunderstood that (i) such certificate shall only be required if delivery by suchindependent certified public accounting firm of such a certificate is notprohibited by its policies and (ii) any such certificate may be limited inscope and qualified in accordance with customary practices of the accountingprofession), except as specified in such certificate;

(b)           not later than the deadline for thedelivery of any financial statements pursuant to Section 6.1(a), (i) acertificate of a Responsible Officer of Parent stating that such ResponsibleOfficer has obtained no knowledge of any continuing Default or Event of Defaultexcept as specified in such certificate and (ii) a Compliance Certificatecontaining all information and calculations necessary for determiningcompliance by Parent with Section 7.1 as of the last day of the fiscalquarter or fiscal year of Parent.

(c)           within 10 days after the same arefiled with the SEC (unless posted on the SEC’s website at www.sec.gov or anyreplacement website), all reports and filings on Forms 10-K, 10-Q and 8-K thatthe Loan Parties may make to, or file with, the SEC, including any request ofan extension of time for the filing of any such reports; and

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

(e)           The Loan Parties hereby acknowledgethat (a) unless otherwise directed by a Loan Party, the Administrative Agentand/or the Arrangers will make available to the Lenders and the Issuing Bankmaterials and/or information provided by or on behalf of the Loan Partieshereunder (collectively, “Borrower Materials”) by posting the BorrowerMaterials on IntraLinks or another similar electronic system (the “Platform”),subject to confidentiality undertakings reasonably acceptable to the LoanParties and the Arrangers, and (b) certain of the Lenders may be “public-side”Lenders (i.e., Lenders that donot wish to receive material non-public information with respect to the LoanParties or their securities) (each, a “Public Lender”).  Each of the Loan Parties hereby agrees that(w) all Borrower Materials that are to be made available to Public Lendersshall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shallmean that the word “PUBLIC” shall appear prominently on the first page thereof;(x) by marking Borrower Materials “PUBLIC,” the Loan 

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Parties shall be deemed to have authorized theAdministrative Agent, the Arrangers, the Issuing Bank and the Lenders to treatsuch Borrower Materials as either publicly available information or notmaterial information (although it may be sensitive and proprietary) withrespect to the Loan Parties or their securities for purposes of United StatesFederal and state securities laws; (y) all Borrower Materials marked “PUBLIC”are permitted to be made available through a portion of the Platform designated“Public Investor;” and (z) the Administrative Agent and the Arrangers shall beentitled to treat any Borrower Materials that are not marked “PUBLIC” as beingsuitable only for posting on a portion of the Platform not designated “PublicInvestor.”  Notwithstanding any of theforegoing, if any Loan Party also delivers any materials and/or informationpursuant to this Section 6.2(e) in paper format to the AdministrativeAgent, such paper materials shall be deemed to be Borrower Materials for allpurposes.  Nothing in this Section6.2(e) shall limit the obligations of the Administrative Agent and theLenders under Section 10.16.

6.3.  Payment of Obligations.  Pay, discharge or otherwise satisfy at orbefore maturity or before they become delinquent, as the case may be, all itsmaterial obligations of whatever nature (other than Indebtedness), except wherethe amount or validity thereof is currently being contested in good faith byappropriate proceedings and reserves in conformity with GAAP with respectthereto have been provided on the books of the Loan Parties or theirSubsidiaries, as the case may be; provided, that the Loan Parties may,in the ordinary course of business, extend payments on those payables ifbeneficial to the operation of their businesses.

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

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

6.6.  Inspection of Property; Books and Records;Discussions.  (a)  Keep proper books of records and account inwhich full, true and correct entries in conformity with GAAP (or SAP asapplicable) and all Requirements of Law shall be made of all material dealingsand 

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transactions inrelation to its business and activities and (b) upon reasonable prior notice,permit representatives of the Administrative Agent (who may be accompanied byrepresentatives of other Lenders) and, during the continuance of an Event ofDefault, any Lender to (x) visit and inspect any of its properties, (y) duringthe continuance of an Event of Default, conduct reasonable examinations of(and, with the consent of the Loan Parties, such consent not to be unreasonablywithheld, make abstracts from) any of its books and records at any reasonabletime and as often as may reasonably be requested and (z) discuss the business,operations, properties and financial and other condition of the Loan Partieswith officers and employees of the Loan Parties.  It is understood that (i) any informationobtained by the Administrative Agent or any Lender in any visit or inspectionpursuant to this Section 6.6 shall be subject to the confidentialityrequirements of Section 10.16, (ii) the Loan Parties may impose, withrespect to any Lender or any Affiliate of any Lender reasonably deemed by theLoan Parties to be engaged significantly in a business which is directlycompetitive with any material business of the Loan Parties and their respectiveSubsidiaries, reasonable restrictions on access to proprietary information ofthe Loan Parties and their respective Subsidiaries and (iii) the Lenders willcoordinate their visits through the Administrative Agent with a view topreventing the visits provided for by this Section 6.6 from becomingunreasonably burdensome to the Loan Parties and their Subsidiaries.

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

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

(b)           Within five days after anyResponsible Officer of the Borrower obtains knowledge thereof, the occurrenceof:

(i)            any default or event of defaultunder any Contractual Obligation (other than in respect of Indebtedness) of aLoan Party or any of its Subsidiaries or any litigation, investigation orproceeding which may exist at any time between a Loan Party or any of itsSubsidiaries and any Governmental Authority, that in either case, if not curedor if adversely determined, as the case may be, could reasonably be expected tohave a Material Adverse Effect; and

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

(c)           As soon as possible and, in anyevent, within 30 days after a Responsible Officer of the Borrower obtainsknowledge thereof:  (A) the occurrence ofany Reportable Event with respect to any Plan, a failure to make any required 

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contribution to a Plan, the creation of any Lien in favorof the PBGC or a Plan or any withdrawal from, or the termination,Reorganization or Insolvency of, any Multiemployer Plan or (B) the institutionof proceedings or the taking of any other action by the PBGC or a Loan Party orany Commonly Controlled Entity or any Multiemployer Plan with respect to thewithdrawal from, or the termination, Reorganization or Insolvency of, any Plan.

Each notice pursuant tothis Section 6.7 shall be accompanied by a statement of a ResponsibleOfficer on behalf of Parent setting forth details of the occurrence or suchdefault referred to therein and stating what action the Loan Parties or therelevant Subsidiary proposes to take with respect thereto.

6.8.  Taxes. Pay, discharge, or otherwise satisfy before the same shall becomeoverdue, all taxes, assessments and other governmental charges imposed upon itand its real estate, sales and activities, or any part thereof, or upon theincome or profits therefrom, other than where failure to pay such taxes couldnot reasonably be expected to result in a Material Adverse Effect; providedthat any such tax, assessment, charge, levy or claim need not be paid if thevalidity or amount thereof shall currently be contested in good faith byappropriate proceedings and reserves in conformity with SAP or GAAP, asapplicable, have been provided on the books of the Loan Parties and theirSubsidiaries, as the case may be.

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

6.10.  Further Assurances.  Each of the Loan Parties will, and will causeeach of their Subsidiaries to, cooperate with the Lenders and theAdministrative Agent and execute such further instruments and documents as theLenders or the Administrative Agent shall reasonably request to give effect tothe transactions contemplated by this Agreement and the other Loan Documents.

**7.             NEGATIVE COVENANTS**

The Loan Parties herebyjointly and severally agree that, from and after the Closing Date and so longas the Commitments remain in effect, any Letter of Credit remains outstanding,there exist any unpaid Reimbursement Obligations or any principal or intereston any Loan or any fee payable hereunder is owing to any Lender or theAdministrative Agent hereunder:

7.1.  Financial Condition Covenants.

(a)           Maintenance of Consolidated NetWorth.  Parent shall not permit itsConsolidated Net Worth, as of the end of any fiscal quarter, commencing withthe first fiscal quarter ending after the Closing Date, to be less than the sumof (i) sixty-five percent (65%) of the pro forma Consolidated Net Worth ofParent as disclosed in the Form S-1 Registration Statement filed in connectionwith the IPO, plus (ii) fifty percent (50%) of positive Consolidated Net Incomefor each fiscal quarter ending after September 30, 2006.

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(b)           Maintenance of Total ConsolidatedDebt to Total Consolidated Capitalization Ratio. Parent shall not permitits Total Consolidated Debt to Total Consolidated Capitalization Ratio, (i) asof the end of any fiscal quarter ending after the Closing Date and prior to thesecond anniversary of the Closing Date to be greater than thirty-seven and onehalf of one percent (37.5%) and (ii) as of the end of any fiscal quarter endingon or after the second anniversary of the Closing Date to be greater thanthirty-five percent (35%).

7.2.  Limitation on Indebtedness and Issuance ofPreferred Stock.  The Loan Partieswill not permit any of their Subsidiaries (other than the Borrower) to create,incur or assume or suffer to exist any Indebtedness or issue any preferredstock, except:

(a)           Indebtedness and preferred stockoutstanding as of the Closing Date and any refinancings, refundings, renewalsor extensions thereof (without any increase in the principal amount thereof,other than by the amount of any necessary pre-payment premiums, unpaid accruedinterest and other costs of refinancing, or any shortening of the finalmaturity of any principal amount thereof to a date prior to the RevolvingCredit Termination Date);

(b)           Indebtedness or preferred stock ofany Insurance Subsidiary incurred or issued in the ordinary course of itsbusiness or in securing insurance-related obligations (that do not constituteIndebtedness) of such Insurance Subsidiary and letters of credit, bank guarantees,surety bonds or similar instruments issued for the account of any InsuranceSubsidiary in the ordinary course of its business or in securinginsurance-related obligations (that do not constitute Indebtedness) of suchInsurance Subsidiary;

(c)           Indebtedness in respect of letters ofcredit, bank guarantees, surety and appeal bonds, or performance bonds or otherobligations of a like nature arising in the ordinary course of business and notfor capital raising purposes and issued for the account of any Non-RegulatedOperating Subsidiary;

(d)           short-term Indebtedness (i.e. with amaturity of less than one year when issued, provided that such Indebtedness mayinclude an option to extend for up to an additional one year period) of anyInsurance Subsidiary incurred to provide short-term liquidity to facilitateclaims payment in the event of catastrophe;

(e)           Indebtedness or preferred stock of aSubsidiary acquired after the Closing Date or a corporation merged into orconsolidated with a Subsidiary after the Closing Date and Indebtedness assumedin connection with the acquisition of assets, which Indebtedness, in each case,exists at the time of such acquisition, merger or consolidation and is notcreated in contemplation of such event, as well as any refinancings, refunds,renewals or extensions of such Indebtedness (without increase in the principalamount thereof other than by the amount of any necessary pre-payment premiums,unpaid accrued interest and other costs of refinancing);

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(f)            Indebtedness or preferred stockowing or issued by a Subsidiary to any other Subsidiary or to any Loan Party;

(g)           Guarantee Obligations made by aSubsidiary in respect of obligations of another Subsidiary (other than theBorrower);

(h)           Indebtedness under the LoanDocuments;

(i)            other Indebtedness or preferredstock of Persons, provided that at the time such Indebtedness orpreferred stock is incurred or issued, the aggregate principal amount orliquidation preference of such Indebtedness or preferred stock when added toall other Indebtedness and preferred stock incurred or issued pursuant to this clause(i) and then outstanding, does not exceed 15% of the Consolidated Net Worthof Parent; provided that, in calculating Indebtedness and preferredstock incurred pursuant to this clause (i), the Indebtedness andpreferred stock of the Borrower shall be excluded.

7.3.  Limitation on Liens.  The Loan Parties will not, and will notpermit any of their Subsidiaries to, create, incur, assume or suffer to exist(a) any Lien upon any stock or indebtedness of any Subsidiary, whether owned onthe date of this Agreement or hereafter acquired, to secure any Debt of theLoan Parties or any of their Subsidiaries or any other person (other than theobligations hereunder) or (b) any Lien upon any other Property of the LoanParties or their respective Subsidiaries, whether owned or leased on the dateof this Agreement, or thereafter acquired, to secure any Debt of the LoanParties or any of their Subsidiaries or any other person (other than the obligationshereunder), except:

(i)            (x) any Lien existing on the date ofthis Agreement or (y) any Lien upon stock or Indebtedness or other Property ofany Person existing at the time such Person becomes a Subsidiary or existingupon stock or Indebtedness of a Subsidiary or any other Property at the time ofacquisition of such stock or Indebtedness or other Property (providedthat such Lien was not created in connection with the acquisition of suchPerson or such Property), and any extension, renewal or replacement (orsuccessive extensions, renewals or replacements) in whole or in part of anysuch Lien in clauses (x) or (y) above; provided, however,that the principal amount of Debt secured by such Lien shall not exceed theprincipal amount of Debt so secured at the time of such extension, renewal orreplacement; and provided,further, that such Lien shall belimited to all or such part of the stock or Indebtedness or other Propertywhich secured the Lien so extended, renewed or replaced;

(ii)           any Permitted Liens; and

(iii)          any Lien upon any Property if theaggregate amount of all Debt then outstanding secured by such Lien and allother Liens permitted pursuant to this clause (iii) does not exceed 10%of the total consolidated stockholders’ equity (including preferred stock) ofParent as shown on the audited consolidated balance sheet contained in thelatest annual report to stockholders of Parent; 

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provided that Debt secured by Lienspermitted by clauses (i) and (ii) shall not be included in theamount of such secured Debt.

7.4.  Limitation on Changes in Fiscal Periods.  Neither of the Loan Parties shall permit itsfiscal year to end on a day other than December 31 or change its method ofdetermining fiscal quarters.

7.5.  Limitation on Lines of Business.  Neither of the Loan Parties shall engage toany extent that is material for such Loan Party and its Subsidiaries, taken asa whole, in any business, either directly or through any Subsidiary, other thana Principal Business.

**8.             EVENTS OF DEFAULT**

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

(a)           The Borrower shall fail to pay anyprincipal of any Loan made to the Borrower or Reimbursement Obligation owing bythe Borrower when due in accordance with the terms hereof; or the Borrowershall fail to pay any interest on any Loan made to the Borrower orReimbursement Obligation owing to the Borrower, or any other amount payable bythe Borrower hereunder or under any other Loan Document, within three BusinessDays after any such interest or other amount becomes due in accordance with theterms hereof; or

(b)           Either of the Loan Parties shalldefault in the observance or performance of any agreement contained in Section6.7(a) or Section 7; or

(c)           (i) The Loan Parties or any of theirMaterial Insurance Subsidiaries shall voluntarily commence any case, proceedingor other action (A) under any Debtor Relief Law, (B) seeking appointment of areceiver, trustee, custodian, conservator or other similar official for it orfor all or any substantial part of its assets, or the Loan Parties or any oftheir Material Insurance Subsidiaries shall make a general assignment for thebenefit of its creditors; or (ii) there shall be commenced against the LoanParties or any of their Material Insurance Subsidiaries any case, proceeding orother action under any Debtor Relief Law that (A) results in the entry of anorder for relief or any such adjudication or appointment or (B) remainsundismissed, undischarged or unbonded for a period of 60 days; or (iii) theLoan Parties or any of their Material Insurance Subsidiaries shall take anycorporate action to authorize or effect any of the acts set forth in clause(i), or (ii), above; or (iv) the Loan Parties or any of theirMaterial Insurance Subsidiaries shall generally not, or shall be unable to, orshall admit in writing its inability to, pay its debts as they become due; or

(d)           A Change of Control; or

(e)           A Fundamental Change; or

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(f)            (i) White Mountains shall (x)default in making any payment of any principal of any Indebtedness (including,without limitation, any Guarantee Obligation) on the scheduled or original duedate with respect thereto (after giving effect to any applicable graceperiods); or (y) default in making any payment of any interest on any suchIndebtedness beyond the period of grace, if any, provided in the instrument oragreement under which such Indebtedness was created; or (z) default in theobservance or performance of any other agreement or condition relating to anysuch Indebtedness or contained in any instrument or agreement evidencing,securing or relating thereto (after giving effect to any applicable noticerequirements and grace periods), and (ii) the effect of such default by WhiteMountains (excluding the Loans and Reimbursement Obligations) is to causeIndebtedness of the Borrower, or to permit the holder or beneficiary (or atrustee or agent on behalf of such holder or beneficiary) of Indebtedness ofthe Borrower (excluding the Loans and Reimbursement Obligations) to cause such Indebtednessof the Borrower (in each case after giving effect to any applicable noticerequirements and grace periods in respect of such Indebtedness of theBorrower), to become due prior to its stated maturity or to become subject to amandatory offer to purchase by the obligor thereunder as a result of theoccurrence of such default by White Mountains, provided, that the eventsdescribed in this paragraph (d) shall not at any time constitute anEvent of Default unless, at such time, the events described in clause (ii)shall have occurred and be continuing with respect to Indebtedness of theBorrower (excluding the Loans and Reimbursement Obligations) the outstandingprincipal amount of which exceeds in the aggregate $25,000,000;

(g)           Any representation or warranty madeor deemed made by either of the Loan Parties herein or in any other LoanDocument or that is contained in any certificate, document or financial orother statement furnished by it at any time under or in connection with thisAgreement or any such other Loan Document shall prove to have been inaccuratein any material respect on or as of the date made or deemed made or furnished;or

(h)           Either of the Loan Parties shalldefault in the observance or performance of any other agreement, covenant, termor condition contained in this Agreement or any other Loan Document (notspecified in Sections 8.1(a), 8.1(b) or 8.1(g); or

(i)            The Loan Parties or any of theirSubsidiaries shall (i) default in making any payment of any principal of anyIndebtedness (including, without limitation, any Guarantee Obligation, butexcluding the Loans and Reimbursement Obligations) on the scheduled or originaldue date with respect thereto (after giving effect to any applicable graceperiods); or (ii) default in making any payment of any interest on any suchIndebtedness beyond the period of grace, if any, provided in the instrument oragreement under which such Indebtedness was created; or (iii) default in theobservance or performance of any other agreement or condition relating to anysuch Indebtedness or contained in any instrument or agreement evidencing,securing or relating thereto, the effect of which default is to cause, or topermit the holder or beneficiary of such Indebtedness (or a trustee or agent onbehalf of such holder or 

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beneficiary) to cause, with the giving of notice ifrequired, such Indebtedness to become due prior to its stated maturity or tobecome subject to a mandatory offer to purchase by the obligor thereunder as aresult of the occurrence of such default thereunder or (in the case of any suchIndebtedness constituting a Guarantee Obligation) to become payable; provided,that a default described in clause (i), (ii) or (iii) ofthis paragraph (i) shall not at any time constitute an Event of Defaultunless, at such time, one or more defaults of the type described in clauses(i), (ii) and (iii) of this paragraph (i) shall haveoccurred and be continuing with respect to Indebtedness the outstandingprincipal amount of which exceeds in the aggregate $25,000,000; or

(j)            (i) Any person shall engage inany “prohibited transaction” (as defined in Section 406 of ERISA or Section4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency”(as defined in Section 302 of ERISA), whether or not waived, shall exist withrespect to any Plan or any Lien in favor of the PBGC or a Plan shall arise onthe assets of a Loan Party or any Commonly Controlled Entity, (iii) aReportable Event shall occur with respect to, or proceedings shall commence tohave a trustee appointed, or a trustee shall be appointed, to administer or toterminate, any Single Employer Plan, which Reportable Event or commencement ofproceedings or appointment of a trustee is, in the reasonable opinion of theMajority Lenders, likely to result in the termination of such Plan for purposesof Title IV of ERISA, (iv) any Single Employer Plan shall terminate forpurposes of Title IV of ERISA or, (v) any Loan Party or any Commonly ControlledEntity shall, or in the reasonable opinion of the Majority Lenders is likelyto, incur any liability in connection with a withdrawal from, or the Insolvencyor Reorganization of, a Multiemployer Plan and in each case in clauses (i)through (v) above, such event or condition, together with all other suchevents or conditions for which liability to a Loan Party is reasonably expectedto occur, if any, could, in the reasonable judgment of the Majority Lenders,reasonably be expected to have a Material Adverse Effect; or

(k)           One or more judgments or decrees shallbe entered against the Loan Parties or any of their Subsidiaries involving forthe Loan Parties and their Subsidiaries taken as a whole a liability (to theextent not paid or fully covered by insurance above applicable deductions) of$25,000,000 or more, and all such judgments or decrees shall not have beenvacated, discharged, stayed or bonded pending appeal within 45 days from theentry thereof; or

(l)            The guarantee, set forth in Section2.21 herein, shall cease, for any reason (other than as provided in Section10.17) to be in full force and effect or either of the Loan Parties or anyAffiliate of either of the Loan Parties shall so assert in writing; or

(m)          Any License of any InsuranceSubsidiary (i) shall be revoked by the Governmental Authority which issuedsuch License, or any action (administrative or judicial) to revoke such Licenseshall have been commenced against such Insurance Subsidiary and shall not havebeen dismissed within thirty days after the commencement thereof,(ii) shall be suspended by such Governmental 

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Authority for a period in excess of thirty days or(iii) shall not be reissued or renewed by such Governmental Authority uponthe expiration thereof following application for such reissuance or renewal ofsuch Insurance Subsidiary, which, in the case of each of clauses (i), (ii)and (iii) above, could reasonably be expected to have a Material AdverseEffect.

Notwithstanding the foregoing, in the case of each ofparagraphs (g) through (m) of this Section 8.1, such event shall not constitutean Event of Default unless such event continues unremedied for a period of 30days after the Borrower shall have received written notice of such event fromthe Administrative Agent.

8.2.  RemediesUpon Event of Default.  If any Eventof Default specified in Section 8.1 occurs and is continuing, then, andin any such event, (a) if such event is an Event of Default specified in clause(i) or (ii) of Section 8.1(c) above with respect to theBorrower, automatically the commitment of each Lender to make Loans and anyobligation of the Issuing Lender to make L/C Credit Extensions shallimmediately terminate and the Loans hereunder (with accrued interest thereon)and all other amounts owing under this Agreement and the other Loan Documents(including, without limitation, all amounts of L/C Obligations, whether or notthe beneficiaries of the then outstanding Letters of Credit shall havepresented the documents required thereunder) shall immediately become due andpayable, and (b) if such event is any other Event of Default specified in Section8.1, either or both of the following actions may be taken: (i) with theconsent of the Majority Lenders, the Administrative Agent may, or upon therequest of the Majority Lenders, the Administrative Agent shall, by notice tothe Borrower declare the Revolving Credit Commitments and the obligation of theIssuing Lender to issue Letters of Credit to be terminated forthwith, whereuponthe Revolving Credit Commitments and the L/C Commitment shall immediatelyterminate; and (ii) with the consent of the Majority Lenders, theAdministrative Agent may, or upon the request of the Majority Lenders, theAdministrative Agent shall, by notice to the Borrower, declare the Loanshereunder (with accrued interest thereon) and all other amounts owing underthis Agreement and the other Loan Documents (including, without limitation, allamounts of L/C Obligations, whether or not the beneficiaries of the thenoutstanding Letters of Credit shall have presented the documents requiredthereunder) to be due and payable forthwith, whereupon the same shallimmediately become due and payable.  Inthe case of any Letter of Credit issued for the account of the Borrower withrespect to which presentment for honor shall not have occurred at the time ofan acceleration pursuant to this paragraph, the Borrower shall at such timeCash Collateralize such L/C Obligations in an amount equal to the aggregatethen undrawn and unexpired amount of such Letters of Credit.  Such cash collateral shall be applied by theAdministrative Agent to the payment of drafts drawn under such Letters ofCredit, and the unused portion thereof after all such Letters of Credit shallhave expired or been fully drawn upon, if any, shall be applied to repay otherobligations of the Loan Parties hereunder and under the other LoanDocuments.  After (a) all such Letters ofCredit shall have expired or been fully drawn upon, all ReimbursementObligations shall have been satisfied and all other obligations of the LoanParties hereunder and under the other Loan Documents shall have been paid infull or (b) all Defaults and Events of Default hereunder and under the otherLoan Document shall have been cured or waived, the balance, if any, in suchcash collateral account shall be returned to the applicable Loan Party (or suchother Person as may be lawfully entitled thereto).

*** ***

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**9.             THEADMINISTRATIVE AGENT**

9.1.  Appointment.  (a) Each Lender hereby irrevocably appoints, designates and authorizes theAdministrative Agent to take such action on its behalf under the provisions ofthis Agreement and each other Loan Document and to exercise such powers andperform such duties as are expressly delegated to it by the terms of thisAgreement or any other Loan Document, together with such powers as arereasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere hereinor in any other Loan Document, the Administrative Agent shall not have anyduties or responsibilities, except those expressly set forth herein, nor shallthe Administrative Agent have or be deemed to have any fiduciary relationshipwith any Lender or participant, and no implied covenants, functions,responsibilities, duties, obligations or liabilities shall be read into thisAgreement or any other Loan Document or otherwise exist against theAdministrative Agent.  Without limitingthe generality of the foregoing sentence, the use of the term “agent” hereinand in the other Loan Documents with reference to the Administrative Agent isnot intended to connote any fiduciary or other implied (or express) obligationsarising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matterof market custom, and is intended to create or reflect only an administrativerelationship between independent contracting parties.

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

9.2.  Delegation of Duties.  The Administrative Agent may execute any ofits duties under this Agreement or any other Loan Document by or throughagents, employees or attorneys-in-fact and shall be entitled to advice ofcounsel and other consultants or experts concerning all matters pertaining to suchduties.  The Administrative Agent shallnot be responsible for the negligence or misconduct of any agent orattorney-in-fact that it selects in the absence of gross negligence or willfulmisconduct.

9.3.  Liability of Administrative Agent.  No Agent-Related Person shall (a) be liablefor any action taken or omitted to be taken by any of them under or inconnection with this Agreement or any other Loan Document or the transactionscontemplated hereby (except for its own gross negligence or willful misconductin connection with its duties expressly set forth herein), or (b) beresponsible in any manner to any Lender or participant for any recital,statement, representation or warranty made by either of the Loan Parties or anyofficer thereof, contained herein or in any other Loan Document, or in anycertificate, report, statement or other

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document referredto or provided for in, or received by the Administrative Agent under or inconnection with, this Agreement or any other Loan Document, or the validity, effectiveness,genuineness, enforceability or sufficiency of this Agreement or any other LoanDocument, or for any failure of either of the Loan Parties or any other partyto any Loan Document to perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under anyobligation to any Lender or participant to ascertain or to inquire as to theobservance or performance of any of the agreements contained in, or conditionsof, this Agreement or any other Loan Document, or to inspect the properties,books or records of the Loan Parties or any Affiliate thereof.

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

(b)           For purposes of determiningcompliance with the conditions specified in Section 4.1, each Lenderthat has signed this Agreement shall be deemed to have consented to, approvedor accepted or to be satisfied with, each document or other matter requiredthereunder to be consented to or approved by or acceptable or satisfactory to aLender unless the Administrative Agent shall have received notice from suchLender prior to the proposed Closing Date specifying its objection thereto.

9.5.  Notice of Default.  The Administrative Agent shall not be deemedto have knowledge or notice of the occurrence of any Default unless theAdministrative Agent shall have received written notice from a Lender or a LoanParty referring to this Agreement, describing such Default and stating thatsuch notice is a “notice of default.” The Administrative Agent will notify theLenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to suchDefault as may be directed by the Majority Lenders in accordance with Section8.2; provided, however, that unless and until the Administrative Agent hasreceived

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any suchdirection, the Administrative Agent may (but shall not be obligated to) takesuch action, or refrain from taking such action, with respect to such Defaultas it shall deem advisable or in the best interest of the Lenders.

9.6.  Credit Decision; Disclosure of Informationby Administrative Agent.  Each Lenderacknowledges that no Agent-Related Person has made any representation orwarranty to it, and that no act by the Administrative Agent hereafter taken,including any consent to and acceptance of any assignment or review of theaffairs of the Loan Parties or any Affiliate thereof, shall be deemed toconstitute any representation or warranty by any Agent-Related Person to anyLender as to any matter, including whether Agent-Related Persons have disclosedmaterial information in their possession. Each Lender represents to the Administrative Agent that it has,independently and without reliance upon any Agent-Related Person and based onsuch documents and information as it has deemed appropriate, made its ownappraisal of and investigation into the business, prospects, operations,property, financial and other condition and creditworthiness of the LoanParties and their Subsidiaries, and all applicable bank or other regulatoryLaws relating to the transactions contemplated hereby, and made its owndecision to enter into this Agreement and to extend credit to the Borrowerhereunder.  Each Lender also representsthat it will, independently and without reliance upon any Agent-Related Personand based on such documents and information as it shall deem appropriate at thetime, continue to make its own credit analysis, appraisals and decisions intaking or not taking action under this Agreement and the other Loan Documents,and to make such investigations as it deems necessary to inform itself as tothe business, prospects, operations, property, financial and other conditionand creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly required to befurnished to the Lenders by the Administrative Agent herein, the AdministrativeAgent shall not have any duty or responsibility to provide any Lender with anycredit or other information concerning the business, prospects, operations,property, financial and other condition or creditworthiness of any of the LoanParties or any of their Affiliates which may come into the possession of anyAgent-Related Person.

9.7.  Indemnification of Administrative Agent.  Whether or not the transactions contemplatedhereby are consummated, the Lenders shall indemnify upon demand eachAgent-Related Person (to the extent not reimbursed by or on behalf of theBorrower and without limiting the obligation of the Borrower), pro rata, andhold harmless each Agent-Related Person from and against any and allIndemnified Liabilities incurred by it; provided, however, thatno Lender shall be liable for the payment to any Agent-Related Person of anyportion of such Indemnified Liabilities to the extent determined in a final,nonappealable judgment by a court of competent jurisdiction to have resultedfrom such Agent-Related Person’s own gross negligence or willful misconduct, provided,however, that no action taken in accordance with the directions of theMajority Lenders (or such greater percentage of Lenders as may be required hereunder)shall be deemed to constitute gross negligence or willful misconduct forpurposes of this Section 9.7. Without limitation of the foregoing, each Lender shall reimburse theAdministrative Agent upon demand for its ratable share of any costs or out-of-pocketexpenses (including Attorney Costs) incurred by the Administrative Agent inconnection with the preparation, execution, delivery, administration,modification, amendment or enforcement (whether through negotiations, legalproceedings or otherwise) of, or legal advice in respect of rights orresponsibilities under, this Agreement, any other Loan Document, or anydocument contemplated by or referred to herein, to the extent that theAdministrative Agent is not

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reimbursed forsuch expenses by or on behalf of the Borrower. The undertaking in this Section 9.7 shall survivetermination of the Total Revolving Credit Commitments, the payment of all otherobligations and the resignation of the Administrative Agent.

9.8.  Administrative Agent in its IndividualCapacity.  Bank of America, N.A. andits Affiliates may make loans to, issue letters of credit for the account of,accept deposits from, acquire equity interests in and generally engage in anykind of banking, trust, financial advisory, underwriting or other business withthe Loan Parties and their respective Affiliates as though Bank of America,N.A. were not the Administrative Agent or the Issuing Lender hereunder andwithout notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank ofAmerica, N.A. or its Affiliates may receive information regarding the LoanParties or their Affiliates (including information that may be subject toconfidentiality obligations in favor of the Loan Parties or such Affiliate) andacknowledge that the Administrative Agent shall be under no obligation toprovide such information to them.  Withrespect to its Loans, Bank of America, N.A. shall have the same rights andpowers under this Agreement as any other Lender and may exercise such rightsand powers as though it were not the Administrative Agent or the IssuingLender, and the terms “Lender” and “Lenders” include Bank of America, N.A. inits individual capacity.

9.9.  Successor Administrative Agent.  The Administrative Agent may resign asAdministrative Agent upon 30 days’ notice to the Lenders and the Borrower; providedthat any such resignation by Bank of America, N.A. shall also constitute itsresignation as Issuing Lender and Swing Line Lender, so long as a successorIssuing Lender and a successor Swing Line Lender (each consented to by theBorrower, such consent not to be unreasonably withheld or delayed) isappointed.  If the Administrative Agentresigns under this Agreement, the Majority Lenders shall appoint from among theLenders a successor administrative agent for the Lenders, which successoradministrative agent shall be consented to by the Borrower at all times otherthan during the continuance of a Specified Event of Default (which consent ofthe Borrower shall not be unreasonably withheld or delayed).  If no successor administrative agent isappointed prior to the effective date of the resignation of the AdministrativeAgent, the Administrative Agent may appoint, after consulting with the Lendersand the Borrower, a successor administrative agent from among the Lenders.  Upon the acceptance of its appointment assuccessor administrative agent hereunder, the Person acting as such successoradministrative agent shall succeed to all of the rights, powers and duties ofthe retiring Administrative Agent, Issuing Lender and Swing Line Lender and therespective terms “Administrative Agent,” “Issuing Lender” and “Swing LineLender” shall mean such successor administrative agent, Letter of Credit issuerand swing line lender, and the retiring Administrative Agent’s appointment,powers and duties as Administrative Agent shall be terminated and the retiringIssuing Lender’s and Swing Line Lender’s rights, powers and duties as suchshall be terminated, without any other or further act or deed on the part ofsuch retiring Issuing Lender or Swing Line Lender or any other Lender, otherthan the obligation of the successor Issuing Lender to issue letters of creditin substitution for the Letters of Credit, if any, outstanding at the time ofsuch succession or to make other arrangements satisfactory to the retiringIssuing Lender to effectively assume the obligations of the retiring IssuingLender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder asAdministrative Agent, the provisions of this Section 9 and Sections 10.5and 10.6 shall inure to its benefit as to any actions taken or omittedto be taken by it while it was Administrative Agent under this

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Agreement.  If no successor administrative agent hasaccepted appointment as Administrative Agent by the date which is 30 daysfollowing a retiring Administrative Agent’s notice of resignation, the retiringAdministrative Agent’s resignation shall nevertheless thereupon becomeeffective and the Lenders shall perform all of the duties of the AdministrativeAgent hereunder until such time, if any, as the Majority Lenders appoint asuccessor agent as provided for above.

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

(a)           to file and prove a claim for thewhole amount of the principal and interest owing and unpaid in respect of theLoans, L/C Obligations and all other obligations that are owing and unpaid andto file such other documents as may be necessary or advisable in order to havethe claims of the Lenders and the Administrative Agent (including any claim forthe reasonable compensation, expenses, disbursements and advances of theLenders and the Administrative Agent and their respective agents and counseland all other amounts due the Lenders and the Administrative Agent under Sections2.5, 3.9 and 10.5) allowed in such judicial proceeding; and

(b)           to collect and receive any monies orother property payable or deliverable on any such claims and to distribute thesame;

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

Nothing contained hereinshall be deemed to authorize the Administrative Agent to authorize or consentto or accept or adopt on behalf of any Lender any plan of reorganization,arrangement, adjustment or composition affecting the obligations of the LoanParties hereunder or under any of the other Loan Documents or the rights of anyLender or to authorize the Administrative Agent to vote in respect of the claimof any Lender in any such proceeding.

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

(a)           to release any Lien on any propertygranted to or held by the Administrative Agent under any Loan Document (i) upontermination of the Total Revolving Credit Commitments and payment in full ofall obligations of the Loan

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Parties hereunder or under any of the other LoanDocuments (other than contingent indemnification obligations) and theexpiration or termination of all Letters of Credit, (ii) that is sold or to besold as part of or in connection with any sale permitted hereunder or under anyother Loan Document, or (iii) subject to Section 10.1, if approved,authorized or ratified in writing by the Majority Lenders; and

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

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

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

**10.**                               MISCELLANEOUS

10.1.  Amendments, Etc.  No amendment or waiver of any provision ofthis Agreement or any other Loan Document, and no consent to any departure bythe Loan Parties therefrom, shall be effective unless in writing signed by theMajority Lenders and the Loan Parties, as applicable, and delivered to theAdministrative Agent, and each such waiver or consent shall be effective onlyin the specific instance and for the specific purpose for which given; provided,however, that no such amendment, waiver or consent shall:

(a)           extend the expiration date of orincrease the Revolving Credit Commitment of any Lender (or reinstate anyRevolving Credit Commitment terminated pursuant to Section 8.2) withoutthe written consent of such Lender;

(b)           postpone any date fixed by thisAgreement or any other Loan Document for any payment (excluding mandatoryprepayments) of principal, interest or fees payable hereunder or under anyother Loan Document without the written consent of each Lender directlyaffected thereby;

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

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(d)           change Section 2.14 in amanner that would alter the pro rata sharing of payments required therebywithout the written consent of each Lender directly affected thereby; or

(e)           change any provision of this Section10.1 or the percentage in the definition of “Majority Lenders” or any otherprovision hereof specifying the number or percentage of Lenders required toamend, waive or otherwise modify any rights hereunder or make any determinationor grant any consent hereunder, without the written consent of each Lender;

(f)            amend, modify or waive any provisionof Section 2.3 or 2.4 without the written consent of the SwingLine Lender;

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

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

(i)            consent to the assignment ortransfer by either of the Loan Parties of any of its rights and obligationsunder this Agreement and the other Loan Documents; or

(j)            release the Parent from itsGuarantee Obligations under the Parent Guaranty except as provided in Section10.17, without the consent of all Lenders;

and, providedfurther,that (i) no amendment, waiver or consent shall, unless in writing and signed bythe Issuing Lender in addition to the Lenders required above, modify the rightsor duties of the Issuing Lender under this Agreement or any Applicationrelating to any Letter of Credit issued or to be issued by it; (ii) noamendment, waiver or consent shall, unless in writing and signed by the SwingLine Lender in addition to the Lenders required above, modify the rights orduties of the Swing Line Lender under this Agreement; (iii) no amendment,waiver or consent shall, unless in writing and signed by the AdministrativeAgent in addition to the Lenders required above, modify the rights or duties ofthe Administrative Agent under this Agreement or any other Loan Document; and(iv) Section 10.7(h) may not be amended, waived or otherwise modifiedwithout the consent of each Granting Lender all or any part of whose Loans arebeing funded by an SPC at the time of such amendment, waiver or othermodification; and (v) the Fee Letters may be amended, or rights or privilegesthereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contraryherein, no Defaulting Lender shall have any right to approve or disapprove anyamendment, waiver or consent hereunder, except that the Revolving CreditCommitment of such Lender may not be increased or extended without the consentof such Lender.

Any such waiver and anysuch amendment, supplement or modification shall apply equally to each of theLenders and shall be binding upon the Loan Parties, the Lenders, the AdministrativeAgent and all future holders of the Loans. In the case of any waiver, the Loan

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Parties, theLenders and the Administrative Agent shall be restored to their former positionand rights hereunder and under the other Loan Documents, and any Default orEvent of Default waived shall be deemed to be cured and not continuing; but nosuch waiver shall extend to any subsequent or other Default or Event ofDefault, or impair any right consequent thereon.  Any such waiver, amendment, supplement ormodification shall be effected by a written instrument signed by the partiesrequired to sign pursuant to the foregoing provisions of this Section 10.1;provided, that delivery of an executed signature page of any suchinstrument by facsimile transmission shall be effective as delivery of amanually executed counterpart thereof.

For the avoidance ofdoubt, this Agreement may be amended (or amended and restated) with the writtenconsent of the Majority Lenders, the Administrative Agent and the Loan Partiesparty to each relevant Loan Document (x) to add one or more additional creditfacilities to this Agreement and to permit the extensions of credit from timeto time outstanding thereunder and the accrued interest and fees in respectthereof to share ratably in the benefits of this Agreement and the other LoanDocuments with the Loans, the L/C Obligations and the accrued interest and feesin respect thereof and (y) to include appropriately the Lenders holding suchcredit facilities in any determination of the Majority Lenders.

10.2.  Notices; Effectiveness; ElectronicCommunication.

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

(i)            if to either Loan Party, theAdministrative Agent, the Issuing Lender or the Swing Line Lender, to theaddress, telecopier number, electronic mail address or telephone numberspecified for such Person on Schedule 10.2; and

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

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

(b)           Electronic Communications.  Notices and other communications to theLenders and the Issuing Lender hereunder may be delivered or furnished byelectronic communication (including e-mail and Internet or intranetwebsites) pursuant to procedures approved by the Administrative Agent, provided

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that the foregoing shall not apply to service ofprocess or to notices to any Lender or the Issuing Lender pursuant to Section2.  The Administrative Agent or anyLoan Party may, in its discretion, agree to accept notices and othercommunications to it hereunder by electronic communications pursuant toprocedures approved by it, provided that approval of such procedures maybe limited to particular notices or communications.

Unless the AdministrativeAgent otherwise prescribes, (i) notices and other communications sent toan e-mail address shall be deemed received upon the sender’s receipt of anacknowledgement from the intended recipient (such as by the “return receiptrequested” function, as available, return e-mail or other writtenacknowledgement), provided that if such notice or other communication isnot sent during the normal business hours of the recipient, such notice orcommunication shall be deemed to have been sent at the opening of business onthe next business day for the recipient, and (ii) notices orcommunications posted to an Internet or intranet website shall be deemedreceived upon the deemed receipt by the intended recipient at its e-mailaddress as described in the foregoing clause (i) of notificationthat such notice or communication is available and identifying the websiteaddress therefor.

(c)           The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “ASAVAILABLE.” THE AGENT-RELATED PERSONS DO NOT WARRANT THE ACCURACY OR COMPLETENESSOF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLYDISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OROTHER CODE DEFECTS, IS MADE BY ANY AGENT-RELATED PERSONS OR LOAN PARTY INCONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Agent-Related Personsor any Loan Party have any liability to any Agent-Related Person, any LoanParty, any Lender, or the Issuing Lender for losses, claims, damages,liabilities or expenses of any kind (whether in tort, contract or otherwise)arising out of any Loan Party’s or the Administrative Agent’s transmission ofBorrower Materials through the Internet, except to the extent that such losses,claims, damages, liabilities or expenses are determined by a court of competentjurisdiction by a final and nonappealable judgment to have resulted from thegross negligence or willful misconduct of such Agent-Related Persons or LoanParty; provided, however, that in no event shall anyAgent-Related Persons or Loan Party have any liability to any Agent-Related Person,any Loan Party, any Lender, or the Issuing Lender for indirect, special,incidental, consequential or punitive damages (as opposed to direct or actualdamages).  Each Lender agrees that theLoan Parties shall be responsible only for the Borrower Materials and shall nothave any liability (unless otherwise agreed in writing by the Loan Parties) forany other materials made available to the Lenders and shall not have anyliability for any errors or omissions other than errors or omissions in thematerials delivered to the Administrative Agent by any Loan Party.  Nothing in this Section

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10.2(c) shall limit the obligationof the Administrative Agent and the Lenders under Section 10.16.

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

(e)           Reliance by Administrative Agent,Issuing Lender and Lenders.** **The Administrative Agent, theIssuing Lender and the Lenders shall be entitled to rely and act upon anynotices (including telephonic and written Borrowing Requests and notices ofSwing Line Loans) purportedly given by or on behalf of the Borrower; providedthat the foregoing shall not apply to losses, costs, expenses andliabilities caused by the gross negligence or willful misconduct of therelevant Lender or any Agent-Related Person even if (i) such notices were notmade in a manner specified herein, were incomplete or were not preceded orfollowed by any other form of notice specified herein, or (ii) the termsthereof, as understood by the recipient, varied from any confirmation thereof.  Each of the Loan Parties shall indemnify theAdministrative Agent, the Issuing Lender, each Lender and the Agent-RelatedPersons from all losses, costs, expenses and liabilities resulting from thereliance by such Person on each notice purportedly given by or on behalf of theBorrower; providedthat the foregoing shall not apply to losses,costs, expenses and liabilities caused by the gross negligence or willfulmisconduct of the relevant Lender or any Agent-Related Person.  All telephonic notices to and othertelephonic communications with the Administrative Agent may be recorded by theAdministrative Agent, and each of the parties hereto hereby consents to suchrecording.

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

10.3.  No Waiver; Cumulative Remedies.  No failure to exercise and no delay inexercising, on the part of the Administrative Agent or any Lender, any right,remedy, power or privilege hereunder or under the other Loan Documents shall operateas a waiver thereof; nor

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shall any singleor partial exercise of any right, remedy, power or privilege hereunder precludeany other or further exercise thereof or the exercise of any other right,remedy, power or privilege.  The rights,remedies, powers and privileges herein provided are cumulative and notexclusive of any rights, remedies, powers and privileges provided by Law.

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

10.5.  Attorney Costs and Expenses.  The Borrower agrees (a) to pay or reimbursethe Administrative Agent and the Arrangers for all reasonable out-of-pocketcosts and expenses incurred in connection with the development, preparation,negotiation and execution of this Agreement and the other Loan Documents andany amendment, waiver, consent or other modification of the provisions hereofand thereof (whether or not the transactions contemplated hereby or thereby areconsummated), and the consummation and administration of the transactions contemplatedhereby and thereby, including all Attorney Costs, and (b) to pay or reimbursethe Administrative Agent and each Lender for all reasonable out-of-pocket costsand expenses (which may include, to the extent reasonably incurred, all search,filing, recording, title insurance and appraisal charges and fees and taxesrelated thereto, and other out-of-pocket expenses incurred by theAdministrative Agent and the cost of independent public accountants and otheroutside experts) incurred in connection with the enforcement, attemptedenforcement, or preservation of any rights or remedies under this Agreement orthe other Loan Documents (including all such costs and expenses incurred duringany “workout” or restructuring in respect of the obligations of the LoanParties hereunder or under any of the other Loan Documents and during any legalproceeding, including any proceeding under any Debtor Relief Law), includingall Attorney Costs.  All amounts dueunder this Section 10.5 shall be payable not later than 30 daysfollowing written demand.  The agreementsin this Section 10.5 shall survive the termination of the TotalRevolving Credit Commitments and repayment of all other obligations.

10.6.  Indemnification.  (a) Whether or not the transactionscontemplated hereby are consummated, the Borrower shall indemnify and holdharmless each Agent-Related Person, each Arranger, each Lender and theirrespective Affiliates, directors, officers, employees, counsel, agents,shareholders and attorneys-in-fact (collectively the “Indemnitees”) fromand against any and all liabilities, obligations, losses, damages, penalties,claims, demands, actions, judgments, suits, settlement payments and causes ofaction of any kind or nature whatsoever and reasonable related out-of-pocketcosts and expenses which may at any time be imposed on, incurred, suffered,sustained, required to be paid by or asserted against any such Indemnitee inany way relating to or arising out of or in connection with (a) the execution,delivery, enforcement, performance or administration of any Loan Document orany other agreement, letter or instrument delivered in connection with thetransactions contemplated thereby or the

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consummation ofthe transactions contemplated thereby, (b) any Revolving Credit Commitment,Loan or Letter of Credit or the use or proposed use of the proceeds therefrom(including any refusal by the Issuing Lender to honor a demand for paymentunder a Letter of Credit if the documents presented in connection with suchdemand do not strictly comply with the terms of such Letter of Credit), (c) anyactual or alleged presence or release of Hazardous Materials on or from anyproperty currently or formerly owned or operated by the Loan Parties or anySubsidiary, or any Environmental Liability related in any way to the LoanParties or any of their Subsidiaries, or (d) any actual or prospective claim,litigation, investigation or proceeding relating to any of the foregoing,whether based on contract, tort or any other theory (including any investigationof, preparation for, or defense of any pending or threatened claim,investigation, litigation or proceeding) and regardless of whether anyIndemnitee is a party thereto (all the foregoing, collectively, the “IndemnifiedLiabilities”), in all cases, whether or not caused by or arising, in wholeor in part, out of the negligence of the Indemnitee; provided that suchindemnity shall not, as to any Indemnitee, be available to the extent that suchliabilities, obligations, losses, damages, penalties, claims, demands, actions,judgments, suits, settlement payments, causes of action or costs or expensesare determined by a court of competent jurisdiction by final and nonappealablejudgment to have resulted from the gross negligence or willful misconduct ofsuch Indemnitee.  In all such litigation,or the preparation therefor, the Indemnitees shall be entitled to selectcounsel to the Indemnitees.  To theextent reasonably practicable and not disadvantageous to any Indemnitee (asreasonably determined by the relevant Indemnitee), it is anticipated that asingle counsel selected by the affected Lenders will be used.  No Indemnitee shall be liable to the LoanParties for any damages arising from the use by unintended recipients of anyinformation or other materials distributed to such unintended recipients bysuch Indemnitee through telecommunications, electronic or other informationtransmission systems in connection with this Agreement or the other LoanDocuments or the transactions contemplated hereby or thereby, and, to thefullest extent permitted by applicable Law, each Loan Party shall not assert,and hereby waives, any claim against any Indemnitee, on any theory ofliability, for special, indirect, consequential or punitive damages (as opposedto direct or actual damages) arising out of, in connection with, or as a resultof, this Agreement, any other Loan Document or any agreement or instrumentcontemplated hereby, the transactions contemplated hereby or thereby, any Loanor Letter of Credit or the use of the proceeds thereof (whether before or afterthe Closing Date); provided that this sentence shall not, as to anyIndemnitee, apply to the extent such Indemnitee is found by a finalnon-appealable judgment of a court of competent jurisdiction to have acted withwillful misconduct or gross negligence. All amounts due under this Section 10.6 shall be payable notlater than 30 days following written demand. The agreements in this Section 10.6 shall survive the resignationof the Administrative Agent, the replacement of any Lender, the termination ofthe Total Revolving Credit Commitments and the repayment, satisfaction ordischarge of all the other obligations of the Loan Parties hereunder.

(b)           To the extent that the Borrower forany reason fails to indefeasibly pay any amount required under Section 10.5and Section 10.6(a) to be paid by them to the Administrative Agent (orany sub-agent thereof), the Issuing Lender or any Agent-Related Person of anyof the foregoing, each Lender severally agrees to pay to the AdministrativeAgent (or any such sub-agent), the Issuing Lender or such Agent-Related Person,as the case may be, such Lender’s Revolving Credit Percentage (determined as ofthe time that the applicable unreimbursed expense or

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indemnity payment is sought) of such unpaid amount, providedthat the unreimbursed expense or indemnified loss, claim, damage, liability orrelated expense, as the case may be, was incurred by or asserted against theAdministrative Agent (or any such sub-agent) or the Issuing Lender in itscapacity as such, or against any Agent-Related Person of any of the foregoingacting for the Administrative Agent (or any such sub-agent) or Issuing Lenderin connection with such capacity.  Theobligations of the Lenders under this Section 10.6(b) are subject to theprovisions of Section 2.14(f).

10.7.  Successorsand Assigns.

(a)           Successors and Assigns Generally.  The provisions of this Agreement shall bebinding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns permitted hereby, except that the LoanParties may not assign or otherwise transfer any of their rights or obligationshereunder without the prior written consent of the Administrative Agent andeach Lender and no Lender may assign or otherwise transfer any of its rights orobligations hereunder except (i) to an Eligible Assignee in accordance with theprovisions of Section 10.7(b), (ii) by way of participation inaccordance with the provisions of Section 10.7(d), (iii) by way ofpledge or assignment of a security interest subject to the restrictions of Section10.7(f), or (iv) to an SPC inaccordance with the provisions of Section 10.7(h) (and any otherattempted assignment or transfer by any party hereto shall be null andvoid).  Nothing in this Agreement,expressed or implied, shall be construed to confer upon any Person (other thanthe parties hereto, their respective successors and assigns permitted hereby,Participants to the extent provided in Section 10.7(d) and, to theextent expressly contemplated hereby, the Indemnitees) any legal or equitableright, remedy or claim under or by reason of this Agreement.

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

(i)            Minimum Amounts.

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

(B)           in any case not described in subsection(b)(i)(A) of this Section 10.7, the aggregate amount of theRevolving Credit Commitment (which for this purpose includes Loans outstandingthereunder) or, if the Revolving Credit Commitment is not then in effect, theprincipal outstanding balance of the Loans of the assigning Lender subject toeach

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such assignment, determined as of the date theAssignment and Assumption with respect to such assignment is delivered to theAdministrative Agent or, if “Trade Date” is specified in the Assignment andAssumption, as of the Trade Date, shall not be less than $5,000,000****unless each of the Administrative Agent and, so long as noSpecified Event of Default has occurred and is continuing, the Borrowerotherwise consents (each such consent not to be unreasonably withheld ordelayed); provided, however, that concurrent assignments tomembers of an Assignee Group and concurrent assignments from members of anAssignee Group to a single assignee (or to an assignee and members of itsAssignee Group) will be treated as a single assignment for purposes ofdetermining whether such minimum amount has been met.

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

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

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

(B)           the consent of the AdministrativeAgent (such consent not to be unreasonably withheld or delayed) shall berequired if such assignment is to a Person that is not a Lender or an Affiliateof the assigning Lender;

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

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

(iv)          Assignment and Assumption.  The parties to each assignment shall executeand deliver to the Administrative Agent an Assignment and Assumption, togetherwith a processing and recordation fee in the amount of $3,500; provided,however, that the Administrative Agent may, in its sole discretion,elect to waive

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such processing and recordation fee in the case of anyassignment.  The assignee, if it is not aLender, shall deliver to the Administrative Agent an AdministrativeQuestionnaire.

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

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

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

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

Subject to acceptance andrecording thereof by the Administrative Agent pursuant to Section 10.7(c),from and after the effective date specified in each Assignment and Assumption,the Eligible Assignee thereunder shall be a party to this Agreement and, to theextent of the interest assigned by such Assignment and Assumption, have therights and obligations of a Lender under this Agreement, and the assigningLender thereunder shall, to the extent of the interest assigned by such Assignmentand Assumption, be released from its obligations under this Agreement (and, inthe case of an Assignment and Assumption covering all of the assigning Lender’srights and obligations under this Agreement, such Lender shall cease to be aparty hereto) but shall continue to be entitled to the benefits of Sections2.15, 2.16, 2.17, 2.18, 10.5 and 10.6****with respect tofacts and circumstances occurring prior to the effective date of suchassignment.  Upon request, the Borrower(at its expense) shall execute and deliver a Note to the assignee Lender and areplacement Note, as applicable, to the assigning Lender.

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

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

Any agreement orinstrument pursuant to which a Lender sells such a participation shall providethat such Lender shall retain the sole right to enforce this Agreement and toapprove any amendment, modification or waiver of any  provision of this Agreement; providedthat such agreement or instrument may provide that such Lender will not,without the consent of the Participant, agree to any amendment, waiver or othermodification described in the first proviso to Section 10.1 thatdirectly affects such Participant. Subject to Section 10.7(e), the Borrower agrees that eachParticipant shall be entitled to the benefits of Sections 2.15, 2.16or 2.17 to the sameextent as if it were a Lender and had acquired its interest by assignmentpursuant to Section 10.7(b).  Tothe extent permitted by Law, each Participant also shall be entitled to thebenefits of Section 10.8**as though itwere a Lender, provided such Participant agrees to be subject to Section2.14 as though it were a Lender.

(e)           Limitations upon ParticipantRights.  A Participant shall not beentitled to receive any greater payment under Sections 2.15, 2.16or 2.17 than the applicable Lender would have been entitled to receivewith respect to the participation sold to such Participant, unless the sale ofthe participation to such Participant is made with the Borrower’s prior writtenconsent.  A Participant that would be aNon-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.16unless the Borrower is notified of the participation sold to such Participantand such Participant agrees, for the benefit of the Borrower, to comply with Section2.16(d) and (e) as though it were a Lender.

(f)            Certain Pledges.  Notwithstanding anything to the contrarycontained herein, any Lender may, with notice to, but without prior consent ofthe Borrower and the Administrative Agent, at any time pledge or assign asecurity interest in all or any portion of its rights under this Agreement(including under its Note, if any) to secure obligations of such Lender,including any pledge or assignment to secure obligations to a Federal ReserveBank (provided that notice to the Borrower and the Administrative Agent shallnot be required in the case of a pledge or assignment to secure obligations toa Federal Reserve Bank); provided further that no such pledge orassignment shall release such Lender from any of its obligations hereunder orsubstitute, or permit the substitution of, any such pledgee or assignee forsuch Lender as a party hereto.

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

(h)           Special Purpose Funding Vehicles.  Notwithstanding anything to thecontrary contained herein, any Lender (a “Granting Lender”) may, withnotice to, but without prior consent of the Borrower and the AdministrativeAgent grant to a special purpose funding vehicle identified as such in writingfrom time to time by the Granting Lender to the Administrative Agent and theBorrower (an “SPC”) the option to provide all or any part of any Loanthat such Granting Lender would otherwise be obligated to make pursuant to thisAgreement; provided that (i) nothing herein shall constitute acommitment by any SPC to fund any Loan, and (ii) if an SPC elects not toexercise such option or otherwise fails to make all or any part of such Loan,the Granting Lender shall be obligated to make such Loan pursuant to the termshereof and, if it fails to do so, to make such payment to the AdministrativeAgent as is required under Section 2.14(e)(ii).  Each party hereto hereby agrees that (i)neither the grant to any SPC nor the exercise by any SPC of such option shallincrease the costs or expenses or otherwise increase or change the obligationsof the Borrower under this Agreement (including its obligations under Section2.15), (ii) no SPC shall be liable for any indemnity or similar paymentobligation under this Agreement for which a Lender would be liable, and (iii)the Granting Lender shall for all purposes, including the approval of anyamendment, waiver or other modification of any provision of any Loan Document,remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Revolving CreditCommitment of the Granting Lender to the same extent, and as if, such Loan weremade by such Granting Lender.  Infurtherance of the foregoing, each party hereto hereby agrees (which agreementshall survive the termination of this Agreement) that, prior to the date thatis one year and one day after the payment in full of all outstanding commercialpaper or other senior debt of any SPC, it will not institute against, or joinany other Person in instituting against, such SPC any bankruptcy,reorganization, arrangement, insolvency, or liquidation proceeding under anyDebtor Relief Laws or any other Laws. Notwithstanding anything to the contrary contained herein, any SPC may(i) with notice to, but without prior consent of the Borrower and the AdministrativeAgent and with the payment of a processing fee in the amount of $3,500 (whichprocessing fee may be waived by the Administrative Agent in its solediscretion), assign all or any portion of its right to receive payment withrespect to any Loan to the Granting Lender and (ii) disclose on a confidentialbasis any non-public information relating to its funding of Loans to any ratingagency, commercial paper dealer or provider of any surety or guarantee orcredit or liquidity enhancement to such SPC.

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(i)            Resignation as Issuing Lender orSwing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at anytime Bank of America, N.A. assigns all of its Revolving Credit Commitment andLoans pursuant to Section 10.7(b), Bank of America, N.A. may, (i) upon 30 days’ notice to the Borrower andthe Lenders, resign as Issuing Lender, so long as a successor Issuing Lender(consented to by the Borrower, such consent not to be unreasonably withheld ordelayed) has been appointed and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender, solong as a successor Swing Line Lender (consented to by the Borrower, suchconsent not to be unreasonably withheld or delayed) has been appointed.  In the event of any such resignation asIssuing Lender or Swing Line Lender, the Borrower shall be entitled to appointfrom among the Lenders a successor Issuing Lender or Swing Line Lenderhereunder; provided, however, that no failure by the Borrower toappoint any such successor shall affect the resignation of Bank of America,N.A. as Issuing Lender or Swing Line Lender, as the case may be.  If Bank of America, N.A. resigns as IssuingLender, it shall retain all the rights and obligations of the Issuing Lenderhereunder with respect to all Letters of Credit outstanding as of the effectivedate of its resignation as Issuing Lender and all L/C Obligations with respectthereto (including the right to require the Lenders to make Base Rate Loans orfund risk participations in Unreimbursed Amounts pursuant to Section 3.3).  If Bank of America, N.A. resigns as SwingLine Lender, it shall retain all the rights of the Swing Line Lender providedfor hereunder with respect to Swing Line Loans made by it and outstanding as ofthe effective date of such resignation, including the right to require theLenders to make Base Rate Loans or fund risk participations in outstandingSwing Line Loans pursuant to Section 2.4.  Upon the appointment of a successor IssuingLender and/or Swing Line Lender, (a) such successor shall succeed to and becomevested with all of the rights and obligations of the retiring Issuing Lender orSwing Line Lender, as the case may be, and (b) the successor Issuing Lendershall issue letters of credit in substitution for the Letters of Credit, ifany, outstanding at the time of such succession or make other arrangementssatisfactory to Bank of America, N.A. to effectively assume the obligations ofBank of America, N.A. with respect to such Letters of Credit.

10.8.  Adjustments; Set-off.  (a) Except to the extent that this Agreementprovides for a payment to be allocated to a particular Lender, if any Lender (a“Benefitted Lender”) shall at any time receive any payment of all orpart of the obligations under the Credit Agreement or the other Loan Documents,owing to it, or receive any collateral in respect thereof (whether voluntarilyor involuntarily, by set-off, pursuant to events or proceedings of thenature referred to in Section 8.1(c), or otherwise), in a greaterproportion than any such payment to or collateral received by any other Lender,if any, in respect of such other Lender’s obligations under the CreditAgreement or the other Loan Documents, such Benefitted Lender shall purchasefor cash from the other Lenders a participating interest in such portion ofeach such other Lender’s obligations under the Credit Agreement or the otherLoan Documents, or shall provide such other Lenders with the benefits of anysuch collateral, as shall be necessary to cause such Benefitted Lender to sharethe excess payment or benefits of such collateral ratably with each of theLenders; provided, however, that if all or any portion of such excess paymentor benefits is 

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thereafterrecovered from such Benefitted Lender, such purchase shall be rescinded, andthe purchase price and benefits returned, to the extent of such recovery, butwithout interest.

(b)           In addition to any rights andremedies of the Lenders provided by Law, each Lender shall have the right,without prior notice to the Loan Parties, any such notice being expresslywaived by the Loan Parties to the extent permitted by applicable Law, upon anyamount becoming due and payable by a Loan Party hereunder (whether at thestated maturity, by acceleration or otherwise), to set-off and appropriate andapply against such amount any and all deposits (general or special, time ordemand, provisional or final), in any currency, and any other credits,indebtedness or claims, in any currency, in each case whether direct orindirect, absolute or contingent, matured or unmatured, at any time held orowing by such Lender or any branch or agency thereof to or for the credit orthe account of such Loan Party.  EachLender agrees promptly to notify the Loan Parties, as the case may be, and theAdministrative Agent after any such set-off and application made by suchLender, provided that the failure to give such notice shall not affectthe validity of such set-off and application.

10.9.  Counterparts.  This Agreement may be executed by one or moreof the parties to this Agreement on any number of separate counterparts, andall of said counterparts taken together shall be deemed to constitute one andthe same instrument.  Delivery of anexecuted signature page of this Agreement by facsimile transmission shall beeffective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signedby all the parties shall be lodged with the Borrower and the AdministrativeAgent.

10.10.  Severability.  Any provision of this Agreement that isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

10.11.  Integration.  This Agreement, the other Loan Documents andthe Fee Letters represent the entire agreement of the Loan Parties theAdministrative Agent, the Arrangers, the Syndication Agent and the Lenders withrespect to the subject matter hereof and thereof, and there are no promises,undertakings, representations or warranties by the Arrangers, theAdministrative Agent, the Syndication Agent or any Lender relative to subjectmatter hereof not expressly set forth or referred to herein, in the other LoanDocuments or in the Fee Letters.  TheBorrower agrees that its obligations under the Fee Letters shall survive theexecution and delivery of this Agreement.

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

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10.13.  SUBMISSION TO JURISDICTION; WAIVERS.  EACH OF THE LOAN PARTIES HEREBY IRREVOCABLYAND UNCONDITIONALLY:

(a)           SUBMITS FOR ITSELF AND ITS PROPERTYIN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOANDOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANYJUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OFTHE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OFAMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROMANY THEREOF;

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

(c)           AGREES THAT SERVICE OF PROCESS IN ANYSUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BYREGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL),POSTAGE PREPAID, TO THE LOAN PARTIES, AS THE CASE MAY BE, AT ITS ADDRESS SETFORTH IN SECTION 10.2 OR AT SUCH OTHER ADDRESS OF WHICH THEADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;

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

(e)           WAIVES, TO THE MAXIMUM EXTENT NOTPROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGALACTION OR PROCEEDING REFERRED TO IN THIS SECTION 10.13 ANY SPECIAL,EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

10.14.  WAIVERSOF JURY TRIAL.  EACH PARTY TO THISAGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAYCONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETOOR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATEDTHERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHERFOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND 

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CONSENTS THAT ANYSUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIALWITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINALCOUNTERPART OR A COPY OF THIS SECTION 10.14 WITH ANY COURT AS WRITTENEVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHTTO TRIAL BY JURY.

10.15.  NoAdvisory or Fiduciary Responsibility.** **In connection with this Agreement,each of the Loan Parties acknowledges and agrees that: (a) the credit facilityprovided for hereunder and any related arranging or other services inconnection therewith (including in connection with any amendment, waiver orother modification hereof or of any other Loan Document) are an arm’s-lengthcommercial transaction between the Loan Parties and their respectiveAffiliates, on the one hand, and the Administrative Agent and the Arrangers, onthe other hand, and each of the Loan Parties is capable of evaluating andunderstanding and understands and accepts the terms, risks and conditions ofthe transactions contemplated hereby and by the other Loan Documents (includingany amendment, waiver or other modification hereof or thereof); (b) inconnection with the process leading to such transaction, the AdministrativeAgent and the Arrangers, each is and has been acting solely as a principal andis not the financial advisor, agent or fiduciary, for the Loan Parties or anyof their respective Affiliates, stockholders, creditors or employees or anyother Person; (c) neither the Administrative Agent nor the Arrangers haveassumed or will assume an advisory, agency or fiduciary responsibility in favorof either Loan Party with respect to this Agreement or the process leadingthereto, including with respect to any amendment, waiver or other modificationhereof or of any other Loan Document (irrespective of whether theAdministrative Agent or the Arrangers have advised or is currently advising theLoan Parties or any of their respective Affiliates on other matters) andneither the Administrative Agent nor the Arrangers have any obligation to theLoan Parties or any of their respective Affiliates with respect to thisAgreement except those obligations expressly set forth herein and in the otherLoan Documents; (d) the Administrative Agent and the Arrangers and theirrespective Affiliates may be engaged in a broad range of transactions thatinvolve interests that differ from those of the Loan Parties and theirrespective Affiliates, and neither the Administrative Agent nor the Arrangershave any obligation to disclose any of such interests by virtue of any advisory,agency or fiduciary relationship; and (e) the Administrative Agent and theArrangers have not provided and will not provide any legal, accounting,regulatory or tax advice with respect to this Agreement (including anyamendment, waiver or other modification hereof or of any other Loan Document)and each of the Loan Parties has consulted its own legal, accounting,regulatory and tax advisors to the extent it has deemed appropriate.

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

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this Agreement orany other Loan Document or the enforcement of rights hereunder or thereunder,(f) subject to an agreement containing provisions substantially the same asthose of this Section 10.16, to (i) any assignee of or Participant in,or any prospective assignee of or Participant in, any of its rights orobligations under this Agreement or (ii) any actual or prospective counterparty(or its advisors) to any swap or derivative transaction relating to theBorrower and its obligations, (g) with the consent of the Loan Parties or (h)to the extent such Information (x) becomes publicly available other than as aresult of a breach of this Section 10.16 or (y) becomes available to theAdministrative Agent or any Lender on a nonconfidential basis from a sourceother than the Loan Parties.  Forpurposes of this Section 10.16, “Information” means allinformation received from either of the Loan Parties or any of its Subsidiariesrelating to either of the Loan Parties or any Subsidiary or any of theirrespective businesses, other than any such information that is available to theAdministrative Agent or any Lender on a nonconfidential basis prior todisclosure by a Loan Party or any Subsidiary, provided that, in the caseof information received from a Loan Party or any Subsidiary after the datehereof, such information is clearly identified at the time of delivery asconfidential.  Any Person required tomaintain the confidentiality of Information as provided in this Section10.16 shall be considered to have complied with its obligation to do so ifsuch Person has exercised the same degree of care to maintain theconfidentiality of such Information as such Person would accord to its ownconfidential information.

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

10.17.  Release of Guarantee Obligations.  Notwithstanding anything to the contrarycontained herein or any other Loan Document, when all obligations of theBorrower hereunder and under the other Loan Documents that are guaranteed underthe Parent Guaranty have been paid in full, all Revolving Credit Commitmentshave terminated, there exist no unpaid Reimbursement Obligations and no Letterof Credit issued for the account of the Borrower shall be outstanding, uponrequest of the Loan Parties, the Administrative Agent shall (without notice to,or vote or consent of, any Lender) take such actions as may be required torelease all Guarantee Obligations of the Parent under the Parent Guaranty.  Any such release of Guarantee Obligationsunder the Parent Guaranty shall be deemed subject to the provision that suchGuarantee Obligations under the Parent Guaranty shall be reinstated if aftersuch release any portion of any payment in respect of the obligationsguaranteed thereby shall be rescinded or must otherwise be restored or returnedupon the insolvency, bankruptcy, dissolution, liquidation or reorganization ofthe Borrower or the Parent, or upon or as a result of the appointment of areceiver, intervener or conservator of, or trustee or similar officer for, theBorrower or the Parent or any substantial part of its respective property, orotherwise, all as though such payment had not been made.

10.18.  Accounting Changes.  In the event that any “Accounting Change” (asdefined below) shall occur and such change results in a change in the method ofcalculation of financial covenants, standards or terms in this Agreement, thenthe Loan Parties and the Administrative Agent agree to enter into negotiationsin order to amend such provisions of this 

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Agreement so as toequitably reflect such Accounting Changes with the desired result that thecriteria for evaluating the Loan Parties’ financial condition shall be the sameafter such Accounting Changes as if such Accounting Changes had not beenmade.  Until such time as such an amendmentshall have been executed and delivered by the Loan Parties, the AdministrativeAgent and the Majority Lenders, all financial covenants, standards and terms inthis Agreement shall continue to be calculated or construed as if suchAccounting Changes had not occurred.  “AccountingChanges” refers to changes in accounting principles required by thepromulgation of any rule, regulation, pronouncement or opinion by the FinancialAccounting Standards Board of the American Institute of Certified Public Accountants,applicable Insurance Regulators, the NAIC or, if applicable, the SEC.

10.19.    USA PATRIOT Act Notice.  Each Lender that is subject to the Act (ashereinafter defined) and the Administrative Agent (for itself and not on behalfof any Lender) hereby notifies the Loan Parties that pursuant to therequirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed intolaw October 26, 2001)) (the “Act”), it is required to obtain, verify andrecord information that identifies the Loan Parties, which information includesthe name and address of the Loan Parties and other information that will allowsuch Lender or the Administrative Agent, as applicable, to identify the LoanParties in accordance with the Act.

10.20.  Interest Rate Limitation.

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

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

[*Remainder of Page Left Intentionally Blank*]

*** ***

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IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be duly executed and delivered bytheir proper and duly authorized officers as of the day and year first abovewritten.
|            | **The Borrower:**                   |
|------------|-------------------------------------|
| ** ** | ** **                          | ** ** |
| ** ** | **FUND AMERICAN COMPANIES, INC.**   |
| ** ** | ** **                          | ** ** |
| ** ** | ** **                          | ** ** |
|       | By:                                 |   |
|       | Name:                               |
|       | Title:                              |
|       |                                |   |
|       |                                |   |
| ** ** | **Parent:**                         |
| ** ** | ** **                          | ** ** |
| ** ** | **ONEBEACON INSURANCE GROUP, LTD.** |
| ** ** | ** **                          | ** ** |
| ** ** | ** **                          | ** ** |
| ** ** | By:                                 | ** ** |
| ** ** | Name:                               |
| ** ** | Title:                              |

 

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** **
|            | **BANK OF AMERICA, N.A.**,  as                 |
|------------|------------------------------------------------|
| ** ** | Administrative Agent                           |
| ** ** | ** **                                     |
|       | By:                                            |   |
|       | Name:                                          |
|       | Title:                                         |
|       |                                           |   |
| ** ** | **BANK OF AMERICA, N.A.**,  as                 |
| ** ** | a Lender, Issuing Lender and Swing Line Lender |
| ** ** | ** **                                     |
| ** ** | By:                                            | ** ** |
| ** ** | Name:                                          |
| ** ** | Title:                                         |

 

2

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** **
|            | **LEHMAN BROTHERS BANK, FSB**,  as |
|------------|------------------------------------|
| ** ** | a Lender                           |
| ** ** | ** **                         | ** ** |
| ** ** | ** **                         | ** ** |
|       | By:                                |   |
|       | Name:                              |
|       | Title:                             |

 

3

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***SCHEDULE10.02***

**ADMINISTRATIVEAGENT’S OFFICE;CERTAIN ADDRESSES FOR NOTICES**

**LOAN PARTIES:**

OneBeacon Insurance Company

One Beacon Street

Boston, MA 02108-3100

Attention: Thomas Forsyth

Telephone: 617-725-7169

Telecopier: 617-725-7177

Electronic Mail: tforsyth@onebeacon.com

U.S. TaxpayerIdentification Number (Fund American Companies, Inc.): 52-2272489U.S. Taxpayer Identification Number (OneBeacon Insurance Group, Ltd.):98-0503315

with a copy to:

Cravath, Swaine and MooreLLP

WorldWide Plaza

825 Eighth Avenue

New York, NY 10019-7475

Attention: Paul Michalski

Telecopier: 212-474-3700

**ADMINISTRATIVE AGENT:**

*Administrative Agent’s Office*

*(for payments and Requests for Credit Extensions):*

Bank of America, N.A.

2001 Clayton Road

Mail Code” CA4-702-02-25

Concord, CA 94520

Attention: Tina Obcena

Telephone: 925-675-8768

Telecopier: 888-969-9246

Electronic Mail:tina.obcena@bankofamerica.com

Account No.: 3750836479

Ref:  White Mountains Insurance Group

ABA# 026009593

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*Other Notices as Administrative Agent:*

Bank of America, N.A.

Agency Management

1455 Market Street, 5th Floor

Mail Code: CA5-701-05-19

San Francisco, CA 94103

Attention: Aamir Saleem

Telephone: 415-436-2769

Telecopier: 415-503-5089

Electronic Mail:  aamir.saleem@bankofamerica.com

**ISSUING LENDER:**

Bank of America, N.A.

Trade Operations

1000 W. Temple Street

Mail Code: CA9-705-07-05

Los Angeles, CA 90012-1514

Attention: Stella Rosales

Telephone: 213-481-7828

Telecopier: 213-580-8441

Electronic Mail: stella.rosales@bankofamerica.com

**SWING LINE LENDER:**

Bank of America, N.A.

2001 Clayton Road

Mail Code” CA4-702-02-25

Concord, CA 94520

Attention: Tina Obcena

Telephone: 925-675-8768

Telecopier: 888-969-9246

Electronic Mail:tina.obcena@bankofamerica.com

Account No.: 3750836479

Ref:  White Mountains Insurance Group

ABA# 026009593

*** ***

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