Unassociated Document


    Exhibit
10.2

    
      
        	
                  

              	 	
                ACE
      American Insurance Company

              


      

      


      


      Insolvency
& Default Credit Insurance (Risks Attaching) Multi-Buyer Aggregate Excess of
Loss Policy

      


      


      
        	
                Sections

              	 
      	 
      
	 	 	 
	
                A

              	
                Insuring
      clause

              	
                Page
      1

              
	 	 	 
	
                B

              	
                Definitions

              	
                Page
      2

              
	 	 	 
	
                C

              	
                Exclusions

              	
                Page
      5

              
	 	 	 
	
                D

              	
                Conditions
      precedent

              	
                Page
      5

              
	 	 	 
	
                E

              	
                Overdues
      and claims conditions

              	
                Page
      7

              
	 	 	 
	
                F

              	
                General
      conditions

              	
                Page
      9

              


      

      


      Notes
To Policy Interpretation

       

      In this
Policy, the Policy Schedule and any endorsements to this Policy, unless the
context requires it otherwise:

       

      
        	
                (1)

              	
                The
      singular imports the plural and vice
versa.

              


      

       

      
        	
                (2)

              	
                The
      indefinite article imports the definite article and vice
      versa.

              


      

       

      
        	
                (3)

              	
                Terms
      shown in the title case bear the meaning specified in section B.,
      Definitions.

              


      

       

      
        	
                (4)

              	
                Headings
      are inserted for the propose of convenient reference only and are not
      deemed part of the Policy.

              


      

       

       

      
        	
                A.

              	
                Insuring
      clause

              


      

       

      In
consideration of the payment of the Premium, subject to the statements made to
the Company by the Insured and in strict accordance with the Policy Schedule and
endorsements made as part of the Policy and its terms and conditions, the
Company agrees to indemnify the Insured for the Insured Percentage of Loss in
excess of the Deductible, incurred in connection with Eligible Shipments and
caused directly by Insolvency or Default, up to the applicable Limits of
Liability.

       

       

      
        
          	
                  PW-TC10
      (09/06)

                	
                  © 2006   

                	
                  Page
      1 of 12

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  B.

                	
                  Definitions 

                


        

      

      
         

      

      In this
Policy, the Policy Schedule and any endorsements to this Policy, the following
terms shall have the following meanings unless the context requires
otherwise.

       

      
        	
                1.

              	
                Buyer shall mean a duly
      organized and legally existing corporation, proprietorship, partnership,
      person or other legal entity in the Buyer's Country with whom the Insured
      has entered into a Contract of
Sale.

              


      

      
        
           

          The term
Buyer shall include where applicable:

           

        

      

      
        	
              	
                (a)

              	
                its
      Group; and

              


      

       

      
        	
              	
                (b)

              	
                its
      guarantor.

              


      

       

      
        	
                2.

              	
                Buyer's Country shall
      mean the country specified in the Policy Schedule or in an endorsement to
      this Policy from which the Buyer is obliged to pay the Insured under the
      terms of the Contract of Sale.

              


      

       

      
        	
                3.

              	
                Collection Costs shall
      mean direct, reasonable and necessary third-party costs incurred in
      pursuing or obtaining Recoveries.

              


      

       

      
        	
                4.

              	
                Company shall mean ACE
      American Insurance Company.

              


      

       

      
        	
                5.

              	
                Confirmation of Debt
      shall mean the following:

              


      

       

      
        In the
case of Insolvency:

      

       

      
        	
              	
                (a)

              	
                written
      confirmation from the trustee in bankruptcy, liquidator or equivalent (as
      may be required by laws or regulations in force in the Buyer’s Country),
      of the amount ranking against the insolvent estate of the Buyer in respect
      of amounts owing to the Insured; or

              


      

       

      
        	
              	
                (b)

              	
                written
      confirmation as at the date of appointment from the receiver,
      administrative receiver, nominee or equivalent (as may be required by laws
      or regulations in force in the Buyer’s Country), of the amount shown as
      due to the Insured in the financial records of the
  Buyer.

              


      

       

      In the
case of Default:

       

      a final
and unappealable judgment or arbitration award in favor of the Insured from the
appropriate court or arbitration tribunal having jurisdiction over the Buyer’s
business and evidence to the Company’s satisfaction of action which the Insured
has taken to enforce the judgment or award.

       

      
        	
                6.

              	
                Contract Currency shall
      mean the currency in which the Buyer is obliged to pay the Insured under
      the terms of the Contract of Sale

              


      

       

      
        	
                7.

              	
                Contract of Sale shall
      mean the written agreement, order form, invoice or other written document
      customarily used by the Insured to evidence the contract between the
      Insured and the Buyer.

              


      

       

      
        	
                8.

              	
                Country Limit of
      Liability shall mean the amount stated in the Policy Schedule or an
      endorsement to this Policy which is the maximum liability of the Company
      for all Losses in a Buyer’s Country in any one Policy
    Period.

              


      

       

      
        	
                9.

              	
                Credit Limit shall mean
      the maximum amount of credit approved to be outstanding from the Buyer at
      any one time, excluding sales, value-added or other taxes, and shall
      be:

              


      

       

      
        	
              	
                (a)

              	
                where
      the total amount of credit approved is equal to or below the Discretionary
      Credit Limit, the written limit for the Buyer established by the Insured
      in accordance with its Credit Management Procedures;
  or

              


      

       

       

      
        
          	
                  PW-TC10
      (09/06)

                	
                  © 2006   

                	
                  Page 2 of
      12

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (b)

              	
                where
      the total amount of credit approved is above the Discretionary Credit
      Limit, the limit specified in writing by the Company for that Buyer and
      evidenced by an endorsement to this Policy;
and

              


      

       

      
        	
              	
                (c)

              	
                in
      respect of (a) or (b) above, where a Buyer is part of a Group, the limit
      for the Group, which shall be the approved aggregated credit exposure
      limit for all Buyers which are part of the Group,
  jointly.

              


      

       

      
        	
                10.

              	
                Credit Management
      Procedures shall mean the representations made by the Insured to
      the Company that describe its credit management procedures. This includes
      the Credit Procedures Questionnaire and all relevant documentation on file
      with the Company.

              


      

       

      
        	
                11.

              	
                Date of Loss shall mean
      the date on which either Insolvency or Default occurs whichever is the
      earlier.

              


      

       

      
        	
                12.

              	
                Deductible shall mean
      the amount specified in the Policy Schedule or an endorsement to this
      Policy, which is the aggregate amount of Losses that exceed the
      Non-Qualifying Loss Amount which the Insured shall retain for its own
      account.

              


      

       

      
        	
                13.

              	
                Default shall mean the
      failure of the Buyer including any guarantor to pay in whole or in part
      the amount owing under a Contract of Sale at the end of one hundred and
      eighty (180) days from the Due
Date.

              


      

       

      
        	
                14.

              	
                Discretionary Credit Limit
      shall mean the amount specified in the Policy Schedule or an
      endorsement to this Policy which is the maximum Credit Limit the Insured
      may establish for a Buyer in accordance with its Credit Management
      Procedures without obtaining a written Credit Limit from the Company
      evidenced by endorsement to this
Policy.

              


      

       

      
        	
                15.

              	
                Due Date shall mean the
      original date payment is required to be made by the Buyer to the Insured
      under the terms of the Contract of
Sale.

              


      

       

      
        	
                16.

              	
                Eligible Shipments shall
      mean any and all Shipments of Goods Insured made to the Buyer during the
      Policy Period pursuant to a Contract of Sale, delivered as required under
      the contract and sold for Contract Currency.  The value of
      Eligible Shipments shall exclude sales, value-added or other
      taxes.

              


      

       

      
        	
                17.

              	
                Goods Insured shall mean
      goods and/or services specified in the Policy Schedule or an endorsement
      to this Policy.

              


      

       

      
        	
                19.

              	
                Group shall mean the
      Buyer and all companies and other entities controlling, controlled by, or
      under common control with the Buyer, where “control” means ownership
      directly or indirectly of more than fifty percent (50%) of the voting
      share capital.

              


      

       

      
        	
                20.

              	
                Insolvent/Insolvency
      shall mean any of the following:

              


      

       

      
        	
              	
                (a)

              	
                when
      a Buyer including any guarantor
shall:

              


      

       

      
        
          	
                  enter
      into; and/or 

                  itself
      apply for; and/or 

                  call
      meetings of members

                  and/or
      partners and/or 

                  creditors
      with a view to

                   

                	   	
                  one
      or

                  more
      of

                	   	
                  a
      moratorium or postponement of debt,

                  a
      winding up of the buyer,

                  an
      interim order, administration,

                  liquidation
      (of any kind including provisional),

                  bankruptcy
      (including appointment of an

                  interim
      receiver, liquidator, trustee, 

                  assignee
      or similar person who has been 

                  appointed
      to manage the buyer’s affairs),

                  composition,
      and/or

                  arrangement
      (whether under deed or 

                  otherwise)
      with creditors

                


        

      

       

       

      
        
          
            	
                    PW-TC10
      (09/06)

                  	
                    © 2006   

                  	
                    Page 3 of
      12

                  
	 
      	 
      	 
      
	
                    Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                  


          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

      

      
        
          	
                	
                  (b)

                	
                  when
      a court of competent jurisdiction or other governmental authority
      has   declared the buyer bankrupt or insolvent;
      or

                


        

        


        
          	
                	
                  (c)

                	
                  such
      conditions or events as exist under the laws of jurisdictions outside the
      United States, which, in the opinion of the Company, would have a
      substantially similar effect to any of the foregoing
    actions.

                


        

        


        
          	
                  21.

                	
                  Insured shall mean the
      person or organization specified in the Policy Schedule or an endorsement
      to this Policy.

                


        

        


        
          	
                  22.

                	
                  Insured Percentage shall
      mean the percentage specified in the Policy Schedule or an endorsement to
      this Policy.

                


        

        


        
          	
                  23.

                	
                  Limits of Liability
      shall collectively mean: Credit Limit, Country Limit and Policy Limit of
      Liability.

                


        

        


        
          	
                  24.

                	
                  Local Currency shall
      mean the official currency of the Buyer's
  Country.

                


        

        


        
          	
                  25.

                	
                  Loss shall mean the
      aggregate amount of Eligible Shipments where the amount exceeds the
      Non-Qualifying Loss Amount, including non-penalty interest, if any,
      accrued and unpaid to the original Due Date, excluding
  any:

                


        

        


        
          	
                	
                  (a)

                	
                  discounts
      or other similar allowances and concessions;
  and/or

                


        

        


        
          	
                	
                  (b)

                	
                  amounts
      which prior to the Date of Loss the Insured has received from any source
      whatsoever as or towards payment for the Eligible Shipments, including
      realization of any security and recovered or returned goods and resale of
      the goods; and/or

                


        

        


        
          	
                	
                  (c)

                	
                  expenses
      saved by the Insured by the non-payment of agent's commissions,
      non-fulfillment of the Contract of Sale or otherwise;
    and/or

                


        

        


        
          	
                	
                  (d)

                	
                  amounts
      which the Buyer would have been entitled to deduct by way of credit,
      set-off or counterclaim against the Insured;
  and/or

                


        

        


        
          	
                	
                  (e)

                	
                  sales,
      value-added, or other taxes.

                


        

        


        
          	
                  26.

                	
                  Maximum Extension Period
      shall mean the number of consecutive calendar days from the original Due
      Date as specified in the Policy Schedule or an endorsement to this
      Policy.

                


        

        


        
          	
                  27.

                	
                  Maximum Terms of Payment
      shall mean the longest initial period of credit and the minimum security
      for payment that the Insured may grant to the Buyer as specified in the
      Policy Schedule or an endorsement to this
  Policy.

                


        

        


        
          	
                  28.

                	
                  Non-Qualifying Loss
      Amount shall mean the amount specified in the Policy Schedule or an
      endorsement to this Policy.

                


        

        


        
          	
                  29.

                	
                  Policy Currency shall
      mean the currency specified in the Policy Schedule or an endorsement to
      this Policy in which the Premium is payable and the applicable Limits of
      Liability, the Non-Qualifying Loss Amount and the Deductible are
      stated.

                


        

        


        
          	
                  30.

                	
                  Policy Limit of Liability
      shall mean the amount specified in the Policy Schedule or an
      endorsement to this Policy and which is the Company's maximum liability
      for the aggregate of all Losses insured under the
  Policy.

                


        

        


        
          	
                  31.

                	
                  Policy Period shall mean
      the period the Policy is in force as specified in the Policy Schedule or
      an endorsement to this Policy.

                


        

        


        
          	
                  32.

                	
                  Premium shall mean the
      premium payable in respect of the Policy as specified in the Policy
      Schedule or in an endorsement to this
Policy.

                


        

         

         

        	
                PW-TC10
      (09/06)

              	
                © 2006   

              	
                Page 4 of
      12

              
	 
      	 
      	 
      
	
                Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as amended.

              


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  33.

                	
                  Recoveries shall mean
      any monies, securities, guarantees, rights, remedies, advantages or
      concessions held by the Insured or available to the Insured after the Date
      of Loss for the purpose of reducing a
Loss.

                


        

        


        
          	
                  34.

                	
                  Shipment shall mean the
      delivery of goods and/or services to a Buyer, which shall be deemed to
      take place when the goods have left the control of the Insured for the
      purpose of delivery to a Buyer and/or when the services have been
      performed and invoiced to the
Buyer.

                


        

        


        
          	
                  35.

                	
                  Waiting Period shall
      mean the number of consecutive calendar days from the Date of Loss that
      must elapse before any Loss is payable under the Policy and which shall be
      thirty (30) days after the Company has received satisfactory Confirmation
      of Debt.

                


        

         

        
          
            	
                    C.

                  	
                    Exclusions

                  


          

           

        

        
          The
following Losses are excluded and no indemnity shall be payable under the Policy
in respect of any Loss caused by any of the following:

        

        


        
          	
                  1.

                	
                  Wrongful,
      willful or dishonest acts and/or omissions of the Insured or its
      agents.

                


        

        


        
          	
                  2.

                	
                  Disputes
      between the Insured and the Buyer, unless and until each dispute shall
      have been finally resolved and the sum due to the Insured shall be a valid
      and legally enforceable indebtedness of the Buyer, its administrator,
      receiver, liquidator or other legally appointed supervisor, or its
      successor in interest.

                


        

        


        
          	
                  3.

                	
                  Failure
      of the Insured or its agents to comply with the applicable laws and
      regulations for the acquisition and transfer of Contract
      Currency.

                


        

        


        
          	
                  4.

                	
                  Failure
      by the Insured or the Buyer to obtain any import or export license or
      other authorization necessary for the performance of the Contract of Sale
      unless a previously valid import or export license or other authorization
      has been withdrawn after the date of
Shipment.

                


        

        


        
          	
                  5.

                	
                  Failure
      of the Insured to fulfill any of the terms and conditions of the Contract
      of Sale with a Buyer.

                


        

        


        
          	
                  6.

                	
                  Insolvency
      or financial default of:

                


        

        


        
          	
                	
                  (a)

                	
                  any
      party except the Buyer; or

                


        

        


        
          	
                	
                  (b)

                	
                  any
      company and/or other entity in which the Insured has an ownership interest
      and/or a director or partner in
common.

                


        

        


        
          	
                  7.

                	
                  Nuclear
      reaction or nuclear radiation or radioactive
  contamination.

                


        

        


        
          	
                  8.

                	
                  War
      between or among any of the following countries:  the People's
      Republic of China, France, the United Kingdom, the Russian Federation
      and/or the United States of
America.

                


        

        


        
          This
Policy does not cover:

        

        


        
          	
                  9.

                	
                  Contracts
      with a government owned entity of the country of the Insured, being the
      central government or one of its ministries, departments, agencies,
      instrumentalities and/or a regional or local authority and/or a
      nationalized undertaking, unless specifically approved in writing by the
      Company and evidenced by endorsement to this
  Policy.

                


        

        


        
          	
                  10.

                	
                  Shipments
      made to any Buyer that, as at inception of the
  Policy,

                


        

        


        
          	
                	
                  (a)

                	
                  is
      Insolvent, or,

                


        

        


        
          unless
otherwise agreed to in writing by the Company,

        

        


        
          	
                	
                  (b)

                	
                  is
      more than [***] days overdue in any payment obligation to the Insured
      [***] within the Maximum Extension Period is established,
    or

                


        

         

         

        
          
            	
                    PW-TC10
      (09/06)

                  	
                    © 2006   

                  	
                    Page 5 of
      12

                  
	 
      	 
      	 
      
	
                    Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                  


          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

        
          	
                	
                  (c)

                	
                  for
      whom the Insured has rescheduled or extended the Due Date of any payment
      obligation 12-months prior to inception of the Policy,
  or

                


        

        


        
          	
                	
                  (d)

                	
                  the
      Insured is aware or should be aware to be in financial difficulties prior
      to inception of the Policy.

                


        

        


        
          Payment
obligations that are disputed by the Buyer in writing will not be considered
overdue for the purpose of this clause.

        

        


        
          	
                  11.

                	
                  Losses
      arising in any country not specified in the Policy Schedule or in an
      endorsement to this Policy.

                


        

        


        
          	
                  12.

                	
                  Any
      debts that are purchased or otherwise acquired by the Insured from any
      entity unless agreed in writing by the Company and evidenced by an
      endorsement.

                


        

        


        
          	
                  13.

                	
                  Any
      post-maturity, penalty or other interest accrued on balances unpaid after
      the original Due Date.

                


        

         

        
          
            	
                    D.

                  	
                    Conditions precedent 

                  


          

        

        


        
          The
following are conditions precedent to any liability of the Company under the
Policy.

        

        


        
          	
                  1.

                	
                  The Proposal Form, Credit
      Procedures Questionnaire

                


        

        


        
          The
Insured has completed a Proposal Form and the Credit Procedures Questionnaire,
which, together with any attachments and additional information, are accurate
and complete in all material respects and are in consequence incorporated into
the Policy as its basis.

        

        


        
          	
                  2.

                	
                  No
      knowledge of potential Loss

                


        

        


        
          At
inception of the Policy the Insured has no knowledge or information of any
matter, fact or circumstance which is likely to give rise to a Loss hereunder
which has not been disclosed in writing to the Company.

        

        


        
          	
                  3.

                	
                  Credit
      Management Procedures

                


        

        


        
          The
Insured shall adhere to the Credit Management Procedures and shall consistently
follow these procedures to determine that a Buyer has both the financial
capacity to meet its payment obligations and a record of meeting similar
obligations on a timely basis, and that it will not vary or change its Credit
Management Procedures in any material way without obtaining the Company's
written approval. Any joint Insured added by endorsement to this Policy is
subject to the same Credit Management Procedures.

        

        


        
          	
                  4.

                	
                  Due
      diligence

                


        

        


        
          The
Insured shall at all times act prudently and as though uninsured, use due
diligence and do and concur in doing all things reasonably practicable to avoid
or diminish any Loss and act in accordance with any directions that the Company
shall reasonably give.

        

        


        
          	
                  5.

                	
                  Insured’s
      retention

                


        

        


        
          To retain
for its own account and uninsured any amount which exceeds the amount that the
Company is liable to pay to the Insured under the Policy, including Losses to
the amount of the Deductible, Losses below the Non-Qualifying Loss Amount, the
uninsured percentage of any Loss and any Losses in excess of the Policy Limit of
Liability.

        

        


        
          The
following are conditions precedent to the Company’s liability in respect of
individual claims.

        

        


        
          	
                  6.

                	
                  Confidentiality

                


        

        


        
          The
Insured shall not disclose the existence of the Policy, at any time, either
before or after a Loss occurs and whether before or after the expiry of the
Policy, to any third party other than to its own professional, financial and
legal advisors, without the prior consent of the Company.

        

         

         

        
          
            	
                    PW-TC10
      (09/06)

                  	
                    © 2006   

                  	
                    Page 6 of
      12

                  
	 
      	 
      	 
      
	
                    Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                  


          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

        
          	
                  7.

                	
                  Invoicing

                


        

        


        
          The
Insured shall invoice the Buyer, in respect of goods, within [***] of Shipment
and, in respect of services, within [***] of rendering the
service.

        

        


        
          	
                  8.

                	
                  Contract
      of Sale

                


        

        


        
          The
Contract of Sale must specify the nature and quantity of the goods and/or
services to be sold, the Contract Currency and the terms of
payment.

        

        


        
          	
                  9.

                	
                  Terms
      of payment

                


        

        


        
          The
Insured shall not extend to the Buyer terms of payment greater than or with
security less than the Maximum Terms of Payment.

        

        


        
          	
                  10.

                	
                  Credit
      Limit

                


        

        


        
          Where the
Buyer is part of a Group, the Insured shall approve an aggregated credit
exposure limit for the Group in addition to an individual limit for each company
and/or other entity.

        

        


        
          	
                  11.

                	
                  Guarantor

                


        

        


        
          Where the
Buyer includes a guarantor, any guarantee must be valid and effective and the
Insured shall enforce payment under it.

        

        


        
          	
                  12.

                	
                  Observance
      of law

                


        

        


        
          The
Insured shall observe and comply with all laws and regulations of the Insured's
and the Buyer's Country of which it should reasonably be aware, unless and until
prohibited from so complying by a law, order, decree or regulation in force in
the Insured's or the Buyer's Country.

        

         

        
          
            	
                    E.

                  	
                    Overdues and claims conditons


                  


          

           

        

        
          The
following are further conditions precedent to the Company’s liability in respect
of individual claims.

        

        


        
          	
                  1.

                	
                  Reporting
      procedures

                


        

        


        
          	
                	
                  (a)

                	
                  Overdue
      Accounts

                


        

        


        
          The
Insured shall notify the Company of all debts overdue by more than the Maximum
Extension Period as at the end of each month, by providing a report thereof
within ten (10) working days of the end of each month.

        

        


        
          	
                	
                  (b)

                	
                  Adverse Information and
      Potential Losses

                


        

        


        
          Where the
Insured has knowledge of any information or circumstance which indicates that
the Buyer may not be able to perform or comply with their payment obligations to
the Insured under a Contract of Sale, or circumstances which may reasonably be
expected to result in a Loss, the Insured shall notify the Company in writing
immediately upon becoming aware of this information or circumstance,
irrespective of whether the Buyer is overdue in any payment obligation to the
Insured.

        

        


        
          	
                  2.

                	
                  Cease
      Shipments

                


        

        


        
          The
Insured shall not incur any further exposure following the occurrence of an
event or circumstances that may reasonably be expected to result in a Loss and
to any Buyer that becomes Insolvent.

        

         

         

        
          	
                  PW-TC10
      (09/06)

                	
                  © 2006   

                	
                  Page 7 of
      12

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as amended.

                


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

        
          The
Company has no liability for further Shipments made to any
Buyer:

        

        


        
          	
                	
                  (a)

                	
                  if
      on the date of Shipment, any amount owing is overdue more than 60-days
      unless postponed in accordance with 3. Postponement of Due Date, below;
      and/or

                


        

        


        
          	
                	
                  (b)

                	
                  if
      a payment is not made on a Due Date postponed in accordance with 3.
      Postponement of Due Date, below.

                


        

        


        
          	
                  3.

                	
                  Postponement
      of Due Date

                


        

        


        
          The
Insured shall not postpone, reschedule, extend (including by the use of payment
plans), accelerate or otherwise change any Due Date without the prior written
consent of the Company.

        

        


        
          However,
in the event that a Buyer is unable or unwilling to make a payment on the
original Due Date, the Insured may grant without the prior written consent of
the Company one postponement to the Buyer for a period not exceeding the Maximum
Extension Period, provided that:

        

        


        
          	
                	
                  (a)

                	
                  the
      Due Date is not evidenced by any of the following: bill of exchange,
      promissory note, cash against documents terms, documentary sight draft,
      documents against payments transaction or payment under a letter of
      credit; and

                


        

        


        
          	
                	
                  (b)

                	
                  the
      Insured knows no adverse information on the Buyer;
  and

                


        

        


        
          	
                	
                  (c)

                	
                  the
      request for extended terms is made shortly before or after the original
      Due Date.

                


        

        


        
          In the
event of the Insured agreeing to a postponement in this way, the new Due Date
shall become the Due Date for all purposes under the Policy.

        

        


        
          Payment
obligations that are disputed by the Buyer in writing will not be considered
overdue for the purpose of this clause.

        

        


        
          	
                  4.

                	
                  Notification
      of Loss

                


        

        


        
          	
                   
      

                	
                  The
      Insured shall notify the Company in writing immediately and, in no case,
      no later than five (5) business days, after becoming aware of a
      Loss.

                


        

        


        
          	
                  5.

                	
                  Prompt
      Notification and Submission of
Claim

                


        

        


        
          	
                   
      

                	
                  The
      Insured shall submit to the Company a completed Claim Form within ninety
      (90) days of first notifying the Company of the
  Loss.

                


        

        


        
          	
                   
      

                	
                  The
      signed and completed Claim Form should be delivered to: ACE American
      Insurance Company, Political Risk and Trade Credit, 1133 Avenue of the
      Americas, 32th
      Floor, New York, New York 10036.

                


        

        


        
          	
                  6.

                	
                  Confirmation
      of Debt

                


        

        


        
          	
                   
      

                	
                  The
      Insured shall provide the Company with Confirmation of Debt in a form
      satisfactory to the Company.

                


        

        


        
          	
                  7.

                	
                  Assessors
      and Auditors

                


        

        


        
          	
                   
      

                	
                  The
      Company is entitled to appoint independent assessors and auditors to
      verify and advise the Company on all aspects of any claim including but
      not limited to Confirmation of Debt, the calculation of the claim amount,
      recovery action and Collection
Costs.

                


        

        


        
          	
                  8.

                	
                  Calculation
      of Claim Amount

                


        

        


        
          	
                   
      

                	
                  Losses
      shall aggregate towards the Deductible in chronological order according to
      Date of Loss.

                


        

         

         

        
          
            	
                    PW-TC10
      (09/06)

                  	
                    © 2006   

                  	
                    Page 8 of
      12

                  
	 
      	 
      	 
      
	
                    Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                  


          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

        
          	
                   
      

                	
                  If
      a claim approved on one Buyer includes Shipments made in two Policy
      Periods, you may request that only one policy period Deductible be
      applicable to the loss.  We reserve the right to determine which
      policy period Deductible will be
utilized.

                


        

        


        
          	
                   
      

                	
                  Any
      Loss which is less than the Non-Qualifying Loss Amount is excluded from
      the Policy and shall not be taken into account in applying the
      Deductible.

                


        

        


        
          	
                   
      

                	
                  The
      Company will pay the Insured Percentage of the Credit Limit applicable for
      the Buyer on the date of Shipment in respect of Losses in excess of the
      Deductible, up to the Policy Limit of Liability and any applicable Country
      Limit of Liability, whichever is the
lesser.

                


        

        


        
          	
                   
      

                	
                  Where
      a Buyer is part of a Group, the Company’s liability shall be limited to
      the Insured Percentage of the Credit Limit approved individually for each
      entity, up to but not exceeding the approved aggregated credit exposure
      limit for the Group.

                


        

        


        
          	
                   
      

                	
                  Where
      the Contract Currency is other than Policy Currency, the rate of exchange
      shall be the rate as offered by the Company's Wall Street Journal
      reference rate existing on the Due
Date.

                


        

        


        
          	
                   
      

                	
                  Each
      payment made by the Company of a Loss hereunder shall reduce the Policy
      Limit of Liability and all other applicable limits by the amount of each
      payment.

                


        

        


        
          	
                  9.

                	
                  Payment
      of Claim

                


        

        


        
          	
                   
      

                	
                  In
      the event that the aggregate amount of Loss exceeds the Deductible, the
      Company shall pay the indemnity due to the Insured promptly upon the later
      of the Company's decision or the end of any applicable Waiting
      Period.

                


        

        


        
          	
                  10.

                	
                  Subrogation

                


        

        


        
          	
                   
      

                	
                  The
      Insured shall subrogate and assign to the Company all rights, title and
      interest with respect to all Losses, including those in respect of any
      Loss which has aggregated towards the Deductible, which are the subject of
      a claim and all related security interests and claims against third
      parties. Should the Company so request, the Insured shall retain legal
      title to any interests or rights to which the Company is
      entitled

                


        

        


        
          	
                   
      

                	
                  The
      Insured shall not permit, insofar as it is within its power, any
      receivables and/or other sources of recovery to which the Company shall be
      subrogated to be subject to any lien, security interest, or other third
      party claim superior to that of the
Company.

                


        

        


        
          	
                  11.

                	
                  Recoveries

                


        

        


        
          	
                   
      

                	
                  The
      Insured shall pursue any available Recoveries and shall secure
      compensation for any  Loss insured under the Policy and at all
      times shall act in accordance with all directions as the Company shall
      reasonably give. The provisions of this Condition shall apply equally
      before and after payment of a Loss by the
  Company.

                


        

        


        
          	
                   
      

                	
                  Any
      Recoveries shall immediately be remitted to the Company and until so
      remitted shall be held in trust by the Insured for the Company. After
      receipt by the Company, Recoveries shall be divided between the Insured
      and the Company as follows:

                


        

        


        
          	
                	
                  (a)

                	
                  to
      reimburse the Company’s Collection
Costs

                


        

        


        
          	
                	
                  (b)

                	
                  to
      the accounts of the insured and the Company in the same proportion that
      the principal amount of the claim payment bears to the total outstanding
      principal liability of the Buyer. This proportion applies to Recoveries
      without regard to whether such application results in the Company
      receiving an amount which is in excess of their claim
      payment(s).

                


        

         

        
          	
                   
      

                	
                  For
      any Recoveries received in a currency other than Policy Currency, the rate
      of exchange shall be the Wall Street Journal reference rate on the date
      that cleared funds are received into the account of the Insured, or of the
      Company where paid directly to the
Company.

                


        

         

         

        
          
            	
                    PW-TC10
      (09/06)

                  	
                    © 2006   

                  	
                    Page 9 of
      12

                  
	 
      	 
      	 
      
	
                    Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                  


          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

        
          	
                  12.

                	
                  Deductible
      Reinstatement

                


        

        


        
          	
                   
      

                	
                  Amounts
      recovered in respect of any Loss retained by the Insured below the
      Deductible shall reinstate the Deductible by the amount of the
      recovery.

                


        

        


        
          	
                  13.

                	
                  Collection
      Costs

                


        

        


        
          	
                   
      

                	
                  The
      Company will pay Collection Costs, provided they have been specifically
      authorized in advance and in writing by the Company.  The amount
      shall not exceed the Insured Percentage of the Collection Costs and, if
      the total debts owed to the Insured by the Buyer exceed the Credit Limit,
      the amount of Collection Costs to which the Insured Percentage may be
      applied will be reduced in the proportion that the Insured Percentage of
      the Credit Limit bears to the total debts
owed.

                


        

        


        
          	
                   
      

                	
                  Any
      costs incurred in currency other than Policy Currency shall be converted
      into Policy Currency at the Wall Street Journal reference rate existing on
      the date when the Insured makes payment of these
  costs.

                


        

        


        
          	
                   
      

                	
                  The
      Company will not contribute towards costs incurred in respect of any Loss
      which at the Date of Loss is less than the Non-Qualifying Loss
      Amount.

                


        

        


        
          GENERAL
CONDITIONS

        

        


        
          	
                  1.

                	
                  Set-Off

                


        

        


        
          	
                   
      

                	
                  The
      Company shall be entitled to set off any amount payable by the Company to
      the Insured under the Policy against any amount that is or may become due
      by the Insured to the Company under the
Policy.

                


        

        


        
          	
                  2.

                	
                  Allocation
      of Moneys Received Prior to the Date of
Loss

                


        

        


        
          	
                   
      

                	
                  Unless
      agreed otherwise in writing by the Company, any monies or other benefits
      received by or on behalf of the Insured prior to the Date of Loss in
      respect of Shipments of goods and/or services made by the Insured to the
      Buyer, shall for the purpose of the Policy be applied to the total sum
      outstanding to the Insured from the Buyer in the chronological order of
      the Due Dates.

                


        

        


        
          	
                  3.

                	
                  Payment
      of Premium

                


        

        


        
          	
                   
      

                	
                  The
      Insured shall pay all amounts due to the Company in respect of Premium as
      provided in the Policy Schedule or an endorsement to this Policy which
      specifies the method and basis of premium calculation. The Premium will be
      payable in the number of installments and the amounts specified, each
      installment being payable to the Company on or before the dates stated.
      All Premiums are payable in Policy Currency. The Company shall not be
      liable for Loss until and unless Premiums due are
  paid.

                


        

        


        
          	
                  4.

                	
                  Non-cancelable
      Policy

                


        

        


        
          	
                   
      

                	
                  This
      Policy may not be cancelled by any party, except
  that:

                


        

        


        
          	
                	
                  (a)

                	
                  the
      Company may cancel for non-payment of Premium, in which case the Policy
      shall be cancelled retroactively to the start of the period for which the
      Premium is due and unpaid and all subsequent periods. No Loss shall be
      payable for those periods, whether suffered before or after the date the
      payment of Premium fell due; and

                


        

        


        
          	
                	
                  (b)

                	
                  the
      Company may cancel with effect from the date of any change of control of
      the Insured; and

                


        

        


        
          	
                	
                  (c)

                	
                  the
      Policy shall automatically terminate as to future Shipments upon the
      Insolvency of the Insured.

                


        

        


        
          	
                   
      

                	
                  In
      the event that the Company chooses not to cancel, it may set off any
      unpaid Premium and any Premium payable but not due against amounts payable
      by the Company.

                


        

         

         

        
          
            	
                    PW-TC10
      (09/06)

                  	
                    © 2006   

                  	
                    Page
      10 of 12

                  
	 
      	 
      	 
      
	
                    Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                  


          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

        
          	
                  5.

                	
                  Other
      Insurance

                


        

        


        
          	
                   
      

                	
                  This
      Policy shall not cover any Loss to the extent such Loss is insured, or
      would but for the existence of this Policy be insured, by any other
      insurance policy (irrespective of the inclusion in such other insurance
      policy of any similar limitation of coverage), whether such other
      insurance is stated to be primary, contributory, excess, contingent or
      otherwise.

                


        

        


        
          	
                  6.

                	
                  Examination
      of documents

                


        

        


        
          	
                   
      

                	
                  At
      the request of the Company, the officers of the Insured shall submit to
      examination under oath and shall produce for examination at such
      reasonable time and place as designated by the Company all documents in
      the Insured’s possession or control, whether stored physically,
      electronically or otherwise, which relate to any matter arising under the
      Policy and shall permit extracts and copies thereof to be made available
      without charge. The Insured shall take all reasonable steps to obtain for
      the Company any documents in the possession or control of a third
      party.

                


        

        


        
          	
                  7.

                	
                  Changes
      to Policy Terms

                


        

        


        
          	
                   
      

                	
                  The
      terms of the Policy cannot be waived or changed except by endorsement to
      this Policy issued to form a part of the Policy, signed by a duly
      authorized representative of the
Company.

                


        

        


        
          	
                  8.

                	
                  Aggregation
      of Limits of Liability

                


        

        


        
          	
                   
      

                	
                  All
      Limits of Liability under the Policy and any preceding or future Policies,
      whether or not issued by the Company, for the Insured are non-cumulative
      regardless of the number of years the Policy or any prior, replacement or
      renewal Policy is in force.

                


        

        


        
          	
                  9.

                	
                  Non-assignment,
      Loss Payee

                


        

        


        
          	
                   
      

                	
                  The
      Insured shall not assign or transfer the Policy, its benefits or
      obligations to any other party or person. However, the Insured may,
      subject to the Company’s prior written consent, designate a third party as
      payee in respect of any claim which may become payable
      hereunder.

                


        

        


        
          	
                  10.

                	
                  Rights
      of Third Parties

                


        

        


        
          	
                   
      

                	
                  A
      person who is not party to this Policy has no rights to enforce any terms
      of this Policy.

                


        

        


        
          	
                  11.

                	
                  Giving
      Notice

                


        

        


        
          	
                   
      

                	
                  All
      notices under the Policy shall be in writing and delivered to responsible
      officers of the parties at the addresses indicated in the Policy Schedule
      or an endorsement to this Policy, by facsimile or
      electronically.

                


        

        


        
          	
                  12.

                	
                  Governing
      Law

                


        

        


        
          	
                   
      

                	
                  The
      Policy shall be construed under and governed by the laws of the State of
      New York, without reference to conflict of laws rules or
      principles.

                


        

        


        
          	
                  13.

                	
                  Dispute
      Resolution – Mediation and
Arbitration

                


        

        


        
          	
                   
      

                	
                  Any
      controversy or claim arising out of or relating to this Policy, or the
      breach thereof, including any question regarding its existence, validity
      or termination, shall be settled as
follows:

                


        

        


        
          	
                	
                  (a)

                	
                  The
      parties shall first consider seeking settlement of that claim or
      controversy by non-binding mediation.  If mediation is the
      course of action agreed upon by both parties, it will be administered by
      the American Arbitration Association under its Commercial Mediation
      Procedures.

                


        

        


        
          	
                	
                  (b)

                	
                  If
      the claim or controversy is not settled by mediation within sixty (60)
      days of the appointment of the mediator, or such further period as the
      parties shall agree in writing, the claim or controversy shall be referred
      to and finally resolved by arbitration administered by the American
      Arbitration Association under its Commercial Arbitration
      Rules.

                


        

         

         

        
          
            	
                    PW-TC10
      (09/06)

                  	
                    © 2006   

                  	
                    Page
      11 of 12

                  
	 
      	 
      	 
      
	
                    Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                  


          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

        
          	
                	
                  (c)

                	
                  If
      non-binding mediation is not agreed upon by both parties, the claim or
      controversy shall be referred to and finally resolved by arbitration
      administered by the American Arbitration Association under its Commercial
      Arbitration Rules.

                


        

        


        
          The
language to be used in the mediation and in the arbitration shall be English. In
any arbitration commenced pursuant to this clause,

        

        


        
          	
                	
                  (i)

                	
                  the
      number of arbitrators shall be three;
and

                


        

        


        
          	
                	
                  (ii)

                	
                  the
      seat, or legal place, of arbitration shall be New York, New York,
      USA.

                


        

        


        
          The award
rendered by the arbitrators shall be final and binding upon all parties and
judgment thereon may be entered in any court having appropriate
jurisdiction.

        

        


        
          	
                  14.

                	
                  Change
      of Control

                


        

         

      

      The
Insured shall notify the Company immediately in writing if, during the
PolicyPeriod, it consolidates or merges with, or sells all or substantially all
of its assetsto any other person or entity or if another person or entity should
acquirebeneficial ownership of shares having a majority or the ordinary voting
power in the election of directors (‘Change of Control Event’). Upon receipt of
such notice, the Company may cancel this policy effective with the date of such
change in the composition or control of the Insured. If the Policy is canceled,
a pro-rata return of premiums shall be made by the Company. This Policy shall
continue in full force and effect as to Losses that occurred before such Change
of Control Event.

      


      IN
WITNESS WHEREOF, the Company has caused this policy to be signed by its duly
authorized representatives.

       

      ACE
AMERICAN INSURANCE COMPANY

      


      436
Walnut Street, P.O. Box 1000,

       

      Philadelphia,
Pennsylvania 19106-3703

       

      
        
          	
                    

                	
                    

                


        

      

       

       

      
        
          	
                  PW-TC10
      (09/06)

                	
                  © 2006   

                	
                  Page
      12 of 12

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                      

                  	 	
                    ACE
      American Insurance Company

                  


          

          



        

      

      THIS
ENDORSEMENT CHANGES THE POLICY.  PLEASE READ IT
CAREFULLY.

       

       

      
        	
                Named
      Insured

                 

                Arbinet
      Corporation

              	
                Endorsement
      Number

                 

                  
      A4

              
	
                Policy
      Symbol

                 

              	
                Policy
      Number

                 

                 [***]

              	
                Policy
      Period

                 

                06/01/2010
      to 06/01/2011

              	
                Effective  Date
      of Endorsement

                 

                01
      June 2010

              
	
                Issued
      By (Name of Insurance Company)

                 

                  
      ACE American Insurance Company

              


      

      


       

      Renewal,
No Claims Rebate Endorsement

      


      


      In
consideration of the Premium paid, it is hereby understood and agreed that the
Policy is amended as follows:

      


      The
Company hereby agrees to allow the Insured a rebate of [***] of the Premium
stated in the Policy Schedule, subject to:

      


      
        	
                (a)

              	
                no
      Loss being paid in respect of the Policy Period;
  and

              


      

      
        	
                (b)

              	
                the
      Insured releasing the Company from liability under the Policy;
      and

              


      

      
        	
                (c)

              	
                the
      Policy being renewed for a further 12-month period with effect from
      expiry.

              


      

      


      The
Insured may choose to have payment of Losses held in suspense with the object of
earning a rebate on Premium.  The Insured must no later than six
months after the end of the Policy Period advise the Company of its choice as to
receiving payment of the Losses held in suspense or the rebate of
Premium.  The Insured shall communicate its decision to the Company in
writing and such decision shall be final and irrevocable once notified to the
Company.  If the Insured chooses the rebate of Premium, or fails to
advise the Company in time, all claims held in suspense shall be deemed to be
withdrawn and a rebate of Premium will be made

       

      This
endorsement attaches to and forms part of your Policy, which is amended only as
set forth herein. It is otherwise subject to the terms and conditions of your
Policy.

       

       

      SIGNED
FOR AND ON BEHALF OF THE COMPANY

       

      Date:
16 June 2010

       

      __________________________________________
ACE
American Insurance Company

       

       

      
        	
                PW-TC10
      (09/06)

              	
                © 2006   

              	
                Page
      1 of 1

              
	 
      	 
      	 
      
	
                Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as amended.

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                      

                  	 	
                    ACE
      American Insurance Company

                  


          

           

        

      

      


      THIS
ENDORSEMENT CHANGES THE POLICY.  PLEASE READ IT
CAREFULLY.

       

      


      
        	
                Named
      Insured

                 

                Arbinet
      Corporation

              	
                Endorsement
      Number

                 

                  
      A3

              
	
                Policy
      Symbol

                 

              	
                Policy
      Number

                 

                [***]

              	
                Policy
      Period

                 

                06/01/2010
      to 06/01/2011

              	
                Effective  Date
      of Endorsement

                 

                01
      June 2010

              
	
                Issued
      By (Name of Insurance Company)

                 

                 
       ACE American Insurance
Company

              


      

       

       

      Amendatory
Endorsement

      


      


      IF THERE
IS ANY CONFLICT BETWEEN THE POLICY, OTHER ENDORSEMENTS TO
THE POLICY AND THIS
ENDORSEMENT, THE TERMS PROVIDING THE BROADEST COVERAGE INSURABLE UNDER
APPLICABLE LAW SHALL PREVAIL.

      


      In
consideration of the Premium paid, it is hereby understood and agreed that the
Policy is amended as follows:

      


      Minimum
Premium for the Policy Period shall be $273,600.00 and will be invoiced
[***] as
follows:

      


      
        	
                Invoice
      date

              	
                Invoice
      amount

              
	 	 
	
                [***]

              	
                $[***]

              
	 	 
	
                [***]

              	
                $[***]

              
	 	 
	
                [***]

              	
                $[***]

              
	 	 
	
                [***]

              	
                $[***]

              


      

    

     

    
      


      
        	
                PW-TC10
      (09/06)

              	
                © 2006   

              	
                Page
      1 of 2

              
	 
      	 
      	 
      
	
                Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as amended.

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

      

      Additionally
to the minimum Premium specified in Policy Schedule A, an adjustment Premium
shall be calculated for all other buyers and payable as follows:

      


      Within 30
days of the report date the Insured will provide the Company with a report in
the following format:

      


      
        	
                Report
      date

              	
                Insured
      Shipments

              
	 	 
	
                [***]

              	 
      
	 	 
	
                [***]

              	 
      
	 	 
	
                [***]

              	 
      
	 	 
	
                [***]

              	 
      


      

      


      At policy
expiry, Company shall then calculate the adjustment Premium as
follows

      


      
        	
              	
                (i)

              	
                Within
      30 days of the expiry of the Policy the Insured will notify the Company of
      the total value of Eligible Shipments made during the Policy
      Period.

              


      

      


      
        	
              	
                (ii)

              	
                The
      total value of Eligible Shipments shall be multiplied by the Premium rate
      of [***].

              


      

      


      
        	
              	
                (iii)

              	
                The
      minimum Premium shall then be deducted from the result of the calculation
      in (ii) and any positive balance, plus any Insurance Premium Tax or local
      equivalent for which the Insured may be liable, is due and payable to the
      Company on demand.

              


      

      


      This
endorsement attaches to and forms part of your Policy, which is amended only as
set forth herein. It is otherwise subject to the terms and conditions of your
Policy.

       

       

      SIGNED
FOR AND ON BEHALF OF THE COMPANY

       

      Date:
16 June 2010

      


      __________________________________________________
ACE
American Insurance Company

       

       

      
        
          	
                  PW-TC10
      (09/06)

                	
                  © 2006   

                	
                  Page 2 of
      2

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                      

                  	 	
                    ACE
      American Insurance
Company

                  


          

        

      

      


      


      THIS
ENDORSEMENT CHANGES THE POLICY.  PLEASE READ IT
CAREFULLY.

       

      


      
        	
                Named
      Insured

                 

                Arbinet
      Corporation

              	
                Endorsement
      Number

                 

                 
       A2

              
	
                Policy
      Symbol

                 

              	
                Policy
      Number

                 

                  
       [***]

              	
                Policy
      Period

                 

                06/01/2010
      to 06/01/2011

              	
                Effective  Date
      of Endorsement

                 

                01
      June 2010

              
	
                Issued
      By (Name of Insurance Company)

                 

                 
       ACE American Insurance
Company

              


      

      


       

      Amendatory
Endorsement

       

      


      IF THERE
IS ANY CONFLICT BETWEEN THE POLICY, OTHER ENDORSEMENTS TO
THE POLICY AND THIS
ENDORSEMENT, THE TERMS PROVIDING THE BROADEST COVERAGE INSURABLE UNDER
APPLICABLE LAW SHALL PREVAIL.

      


      In
consideration of the Premium paid, it is hereby understood and agreed that
Definition 5 Confirmation of
Debt is hereby amended to read as follows:

      


      
        	
              	
                5.

              	
                Confirmation of Debt
      shall mean the following:

              


      

      


      
        In the case of
Insolvency:

      

      


      
        	
              	
                (b)

              	
                written
      confirmation from the trustee in bankruptcy, liquidator or equivalent (as
      may be required by regulations in force in the Buyer’s Country), of the
      amount ranking against the insolvent estate of the Buyer in respect of
      amounts owing to the Insured; or

              


      

      


      
        	
              	
                (c)

              	
                written
      confirmation as at the date of appointment from the receiver,
      administrative receiver, nominee or equivalent (as may be required by
      regulations in force in the Buyer’s Country), of the amount shown as due
      to the Insured in the financial records of the
  Buyer.

              


      

       

       

      
        
          	
                  PW-TC10
      (09/06)

                	
                  © 2006   

                	
                  Page
      1 of 3

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

      

      
        In
the case of Default:

      

      


      A
judgement in favour of the Insured from the appropriate court having
jurisdiction over the Buyer’s affaires and, unless otherwise agreed by the
Company, evidence to the Company’s satisfaction of action which the Insured has
taken to enforce such a judgement.

      


      If
however, the full amount of the Loss or part of the Loss is not confirmed six
months after the receipt of a fully completed Claim Form by the Company, the
Company will pay the Insured for the Insured Percentage of Loss subject at all
times to the applicable Limits of Liability and terms and conditions of the
Policy and the following:

      


      
        	
              	
                (a)

              	
                the
      debt not being disputed by the Buyer or the Insolvency practitioner,
      and

              


      

      


      
        	
              	
                (b)

              	
                the
      Insured demonstrating to the Company that it has explored all available
      avenues to obtain a Confirmation of Debt and unless otherwise instructed
      by the Company in writing, it is actively pursuing a Confirmation of Debt,
      and

              


      

      


      
        	
              	
                (c)

              	
                Upon
      receipt and review of the claim form, at the Company’s discretion, a loss
      adjuster may be appointed to review the validity of the claim in the
      absence of a Confirmation of Debt. The loss adjuster will report to the
      Company. The cost of the loss adjuster will be split equally between the
      Insured and the Company, and be collected by the Company as part of the
      Premium as detailed in the Policy
Schedule.

              


      

      


      
        	
              	
                (d)

              	
                The
      Company will review the loss adjuster’s recommendation. The Company shall
      advise the Insured of its decision with respect to the liability and
      amount of the Loss. In the event that the policy covers the loss and the
      Company agrees to indemnify the Insured, the said indemnity shall be paid
      to the Insured within 30 days of receipt of the loss adjuster’s
      recommendation

              


      

      


      
        	
              	
                (e)

              	
                Following
      indemnification, the Insured must continue to pursue Confirmation of Debt.
      In any event, on a quarterly basis following indemnification, the Insured
      must report to the Company its progress in obtaining Confirmation of
      Debt.

              


      

      


      
        	
              	
                (f)

              	
                If
      Confirmation of Debt is not obtained within 360 days of Date of Loss, then
      the Insured agrees to repay the amount of the indemnification or the
      overpayment. This repayment will fall due to the Company within 30 days
      (i.e. 390 days from the Date of
Loss).

              


      

      


      However,
if at any point the Insured notifies the Company that Confirmation of Debt will
not be made available, the Company may, at its discretion, accept the following
as a valid Confirmation of Debt:

      


      
        	
              	
                 i.

              	
                the
      loss adjuster’s recommendation; or

              


      

      
        	
              	
                ii.

              	
                documentation
      from the Insured confirming a valid and legally sustainable debt from the
      Buyer to  the Insured as evidenced by a negotiable debt instrument
      (such as a promissory note, draft or bill of exchange) or open account
      documents (such as written purchase order from the Buyer, invoice and
      shipping documents or similar);

              


      

       

       

      
        
          	
                  PW-TC10
      (09/06)

                	
                  © 2006   

                	
                  Page 2 of
      3

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (g)

              	
                If
      at any point Confirmation of Debt is received and is less than the amount
      admitted, then unless otherwise agreed by the Company in writing, the
      Insured will repay the amount the overpayment within 30 days of receiving
      such notification;

              


      

      


      
        	
              	
                (h)

              	
                Where
      any claim payment made by the Company is reduced due to the lack of a
      Confirmation of Debt, this does not affect the right of the Insured to
      obtain indemnity from the Company should a satisfactory Confirmation of
      Debt subsequently become available.

              


      

      


      This
endorsement attaches to and forms part of your Policy, which is amended only as
set forth herein. It is otherwise subject to the terms and conditions of your
Policy.

      .

       

      SIGNED
FOR AND ON BEHALF OF THE COMPANY

      


      Date:
16 June 2010

    

     

    __________________________________________________

    
      Authorized
Representative

       

       

      
        	
                PW-TC10
      (09/06)

              	
                © 2006   

              	
                Page 3 of
      3

              
	 
      	 
      	 
      
	
                Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as amended.

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                      

                  	 	
                    ACE
      American Insurance Company

                  


          

          



        

      

      POLICY
SCHEDULE A

       

       

      Referred to and forming part of
Policy Number:  [***]

       

      
        	
                Insurers
      (the Company):

              	
                ACE
      American Insurance Company

              
	 	 
	
                Name
      of the Insured:

              	
                Arbinet
      Corporation

              
	 	 
	
                Address:

              	
                460
      Herndon Parkway, Suite 150, Herndon,
VA  20170

              
	 	 
	
                Registered
      Number:

              	 
      
	 	 
	
                Policy
      Type:

              	
                Insolvency
      & Default (Multi-buyer) (Risks attaching)

              
	 	 
	
                Policy
      Period:

              	
                From:  01
      June 2010

                To:      01
      June 2011

              
	 	 
	
                Policy
      Currency:

              	
                USD

              
	 	 
	
                Goods
      Insured:

              	
                Telecommunication
      Services

              
	 	 
	
                Premium:

              	
                USD
      273,600

              
	 	 
	
                Policy
      Limit of Liability:

              	
                USD
      [***]

              
	 	 
	
                Discretionary
      Credit Limit:  

              	
                USD
      [***]

              
	 	 
	
                Credit
      Limit Validity:

              	
                [***]

              
	 	 
	
                Country
      Limits of Liability:

              	
                The
      maximum liability of the Company for all Losses in any one Buyer’s Country
      is specified in Endorsement A.

              
	 	 
	
                Waiting
      Periods:

              	
                Refer
      to Endorsement A.

              
	 	 
	
                Buyers’
      Countries:

              	
                ALBANIA,
      ARGENTINA, ARMENIA, AUSTRALIA, AUSTRIA, BAHAMAS, BAHRAIN, BARBADOS,
      BELGIUM, BELIZE, BERMUDA, BOLIVIA, BRAZIL, BRITISH VIRGIN ISLANDS,
      BULGARIA, CAMBODIA, CANADA, CHILE, CHINA, CROATIA, CYPRUS, CZECH REPUBLIC,
      DOMINICA, DOMINICAN REPUBLIC, EL SALVADOR, FINLAND, FRANCE, GERMANY,
      GHANA, GREECE, GUATEMALA, HONDURAS, HONG KONG, HUNGARY, INDIA, INDONESIA,
      IRELAND, ISRAEL, ITALY, JAMAICA, JAPAN, JORDAN, KAZAKHSTAN, KENYA, KUWAIT,
      LATVIA, LEBANON, LITHUANIA, LUXEMBOURG, MALAYSIA, MALTA, MEXICO, MONACO,
      MOROCCO, NETHERLANDS. NEW ZEALAND, NICARAGUA, NIGERIA, PAKISTAN, PANAMA,
      PERU, PHILIPPINES, POLAND, PORTUGAL, QATAR, ROMANIA, RUSSIAN FEDERATION,
      SAINT VINCENT AND THE GRENADINES, SAN MARINO, SAUDI ARABIA, SEYCHELLES,
      SINGAPORE, SLOVENIA, SOUTH AFRICA, SOUTH KOREA, SPAIN, SRI LANKA, SWEDEN,
      SWITZERLAND, TAIWAN, THAILAND, TRINIDAD AND TOBAGO, TUNISIA, TURKEY,
      UKRAINE, UNITED ARAB EMIRATES, UNITED KINGDOM, UNITED STATES OF AMERICA,
      VENEZUELA, VIETNAM

              


      

      
         

         

        
          	
                   

                	
                   

                	
                  Page
      1 of 2

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as amended.

                


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	
                      

                  	 	
                    ACE
      American Insurance Company

                  


          

          
 

        

      

      
        	
                Deductible:

              	
                USD
      [***]

              
	 	 
	
                Non
      Qualifying Loss Amount:  

              	
                USD
      [***]

              
	 	 
	
                Maximum
      Terms of Payment:

              	
                [***]

              
	 	 
	
                Maximum
      Extension Period:

              	
                [***]

              
	 	 
	
                Insured
      Percentage:

              	
                Refer
      to Endorsement A

              


      

      


      


      SIGNED
FOR AND ON BEHALF OF THE COMPANY

       

      Date:  17 June
2010

      


      _______________________________________________


      ACE
American Insurance Company

       

       

      
        
          	
                   

                	
                   

                	
                  Page 2 of
      2

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                      

                  	 	
                    ACE
      American Insurance Company

                  


          

          



        

      

      ENDORSEMENT
A

       

      


      
        	
                This
      endorsement forms part of policy Number. -

              	
                [***]

              
	 	 
	
                Issued
      to. -

              	
                Arbinet
      Corporation

              


      

      


      by ACE American Insurance
Company

      


      
        	
                Date
      of effect. -

              	
                01
      June 2010

              


      

      


      COUNTRY
LIMITS OF LIABILITY AND WAITING PERIODS ENDORSEMENT

      


      


      In
consideration of the Premium paid, and subject to all of the Limits of Liability
applicable to this Policy, it is hereby understood and agreed that Country
Limits and Waiting Periods in respect of Losses due to Transfer Risk, Government
Action, War and where applicable, Public Buyer Default, shall be as stated
below.

       

      This
Endorsement does not affect the Waiting Periods in respect of Insolvency and
Default as set out in the Definition 32 of the Policy.

      


      
        	
                Country
      Rating

              	
                Buyer’s
      Country

              	
                Waiting
      Period (Days)

              	
                Country
      Limit of Liability

              	
                Indemnity
      %

              
	 	 	 	 	 
	
                A

              	
                AUSTRALIA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                AUSTRIA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                BELGIUM

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                BRITISH
      VIRGIN ISLANDS

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                CANADA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                FINLAND

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                FRANCE

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                GERMANY

              	
                90

              	
                USD
      [***]

              	
                90%

              


      

       

       

      
        
          	
                   

                	
                   

                	
                  Page
      1 of 5

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                      

                  	 	
                    ACE
      American Insurance Company

                  


          

           

           

        

      

      
        	
                Country
      Rating

              	
                Buyer’s
      Country

              	
                Waiting
      Period (Days)

              	
                Country
      Limit of Liability

              	
                Indemnity
      %

              
	 	 	 	 	 
	
                A

              	
                ITALY

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                JAPAN

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                LUXEMBOURG

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                MONACO

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                NETHERLANDS

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                NEW
      ZEALAND

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                PORTUGAL

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                SINGAPORE

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                SPAIN

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                SWEDEN

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                SWITZERLAND

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                UNITED
      KINGDOM

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                A

              	
                UNITED
      STATES OF AMERICA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                B

              	
                BAHAMAS

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                B

              	
                BARBADOS

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                B

              	
                BERMUDA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                B

              	
                CHILE

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                B

              	
                GREECE

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                B

              	
                IRELAND

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                B

              	
                MALTA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                B

              	
                SLOVENIA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                BAHRAIN

              	
                90

              	
                USD
      [***]

              	
                90%

              


      

       

       

      
        
          	
                   

                	
                   

                	
                  Page 2 of
      5

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                      

                  	 	
                    ACE
      American Insurance Company

                  


          

           

           

        

      

      
        	
                Country
      Rating

              	
                Buyer’s
      Country

              	
                Waiting
      Period (Days)

              	
                Country
      Limit of Liability

              	
                Indemnity
      %

              
	 	 	 	 	 
	
                C

              	
                BRAZIL

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                BULGARIA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                CHINA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                CROATIA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                CYPRUS

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                CZECH
      REPUBLIC

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                HONG
      KONG

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                HUNGARY

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                INDIA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                ISRAEL

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                KUWAIT

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                LATVIA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                LITHUANIA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                MALAYSIA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                MEXICO

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                MOROCCO

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                POLAND

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                QATAR

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                SAN
      MARINO

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                SOUTH
      AFRICA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                SOUTH
      KOREA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                TAIWAN

              	
                90

              	
                USD
      [***]

              	
                90%

              


      

       

       

      
        
          	
                   

                	
                   

                	
                  Page 3 of
      5

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                      

                  	 	
                    ACE
      American Insurance Company

                  


          

           

           

        

      

      
        	
                Country
      Rating

              	
                Buyer’s
      Country

              	
                Waiting
      Period (Days)

              	
                Country
      Limit of Liability

              	
                Indemnity
      %

              
	 	 	 	 	 
	
                C

              	
                TRINIDAD
      AND TOBAGO

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                TUNISIA

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                C

              	
                UNITED
      ARAB EMIRATES

              	
                90

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                ARGENTINA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                ARMENIA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                DOMINICA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                EL
      SALVADOR

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                HONDURAS

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                INDONESIA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                JAMAICA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                JORDAN

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                KAZAKHSTAN

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                PANAMA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                PERU

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                PHILIPPINES

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                ROMANIA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                RUSSIAN
      FEDERATION

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                SAINT
      VINCENT AND THE GRENADINES

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                SAUDI
      ARABIA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                SRI
      LANKA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                THAILAND

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                TURKEY

              	
                120

              	
                USD
      [***]

              	
                90%

              


      

       

       

      
        
          	
                   

                	
                   

                	
                  Page 4 of
      5

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                      

                  	 	
                    ACE
      American Insurance Company

                  


          

           

           

        

      

      
        	
                Country
      Rating

              	
                Buyer’s
      Country

              	
                Waiting
      Period (Days)

              	
                Country
      Limit of Liability

              	
                Indemnity
      %

              
	 	 	 	 	 
	
                D

              	
                UKRAINE

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                D

              	
                VIETNAM

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                ALBANIA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                BELIZE

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                BOLIVIA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                CAMBODIA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                DOMINICAN
      REPUBLIC

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                GHANA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                GUATEMALA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                KENYA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                LEBANON

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                NICARAGUA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                NIGERIA

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                PAKISTAN

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                SEYCHELLES

              	
                120

              	
                USD
      [***]

              	
                90%

              
	 	 	 	 	 
	
                E

              	
                VENEZUELA

              	
                120

              	
                USD
      [***]

              	
                90%

              


      

      


      This
Endorsement attaches to and forms part of your Policy. It is subject to the
terms and conditions of your Policy.

       

       

      SIGNED
FOR AND ON BEHALF OF THE COMPANY

      


      Date: 01
July 2010

      


      ______________________________________________________


      ACE
American Insurance Company

       

       

      
        
          	
                   

                	
                   

                	
                  Page 5 of
      5

                
	 
      	 
      	 
      
	
                  Portions
      of this Exhibit were omitted and have been filed separately with the
      Secretary of the Commission pursuant to the Registrant’s application
      requesting confidential treatment under Rule 24b-2 of the Securities
      Exchange Act of 1934, as
amended.