Exhibit 10.54


Master Agreement


Form 3/CEP


AGREEMENT
DATED 11 November 2009


BETWEEN:


	
  

 	
  

 
	
  (1)

 	
 XL INSURANCE (BERMUDA) LTD whose
 offices and registered address are at XL House, One Bermudiana Road, Hamilton
 HM08, Bermuda (“the Company”);

 
	
  

 	
  

 
	
  

 	
 AND

 
	
  

 	
  

 
	
  (2)

 	
 CITIBANK EUROPE PLC (“CEP”) whose
 offices and registered address are at 1 North Wall Quay, I.F.S.C., Dublin 1,
 Ireland.

 



PREAMBLE


Subject to the Company’s
satisfaction of the terms and conditions contained in this Agreement, CEP
agrees to establish letters of credit or similar or equivalent acceptable
instruments (each a “Credit” and collectively the “Credits”) on behalf of the
Company in favour of beneficiaries located in the United States of America or
elsewhere (the “Beneficiary” or “Beneficiaries” as relevant). In furtherance of
this Agreement, the parties have separately agreed the contractual or security
arrangements that will apply in respect of the Company’s obligations under or
pursuant to this Agreement.


	
  

 	
  

 	
  

 
	
 1.

 	
 ESTABLISHMENT OF CREDITS

 
	
  

 	
  

 
	
  

 	
 It is agreed between us in
 relation to each Credit that:-

 
	
  

 	
  

 	
  

 
	
  

 	
 1.1

 	
 In order to establish a
 Credit, the Company is required to submit an application form to CEP (“the Application Form”). The Application
 Form must (a) be in such form as CEP is willing to accept for this purpose; Application
 Forms may, subject to CEP’s agreement, be received via any electronic system(s) or transmission
 arrangement(s); (b) be completed by or on behalf of the Company in accordance with the terms of the Company’s
 banking mandate(s) or other authorities
 lodged with CEP or in accordance with arrangement(s) made with CEP from time to time; and (c) indicate therein
 the name of the Beneficiary and the amount and term of the Credit required. Upon receipt of an Application Form that
 satisfies the above criteria,
 CEP shall establish on behalf of the Company an irrevocable clean sight
 Credit (or such other form of
 Credit as may be required by the Application Form relating thereto) available, in whole or in part, by the
 Beneficiary’s sight draft (the Company hereby agreeing that CEP may accept as a valid “sight draft”
 any written or electronic demand or other request for payment under the Credit, even if such demand or other
 request is not In the form of a
 negotiable instrument) on CEP or otherwise as may be required by the terms of the Credit; provided, however, that
 the opening of any Credit hereunder shall, In every instance, be at CEP’s option and nothing
 herein shall be construed as obliging CEP to open any Credit. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.2

 	
 Prior to the establishment
 of any Credit or In order to maintain a Credit, the Company undertakes to (1)
 deposit cash or securities or a combination of cash and securities of such
 amount as is required under the pledge agreement entered into on or around
 the date hereof between, amongst others, the Company and CEP (the “Pledge
 Agreement”) in an account or account(s) in the name of the Company with Bank
 of New York Mellon that is or are subject to the terms of the Pledge
 Agreement or (2) to ensure that one or more other Pledgors (as defined In the
 Pledge Agreement) deposit cash or securities or a combination of cash and
 securities of such amount as required under the terms of the Pledge Agreement
 in an account or account(s) in the name of the relevant Pledgor with Bank of
 New York Mellon that is or are subject to the terms of the Pledge Agreement
 (in each case a “Deposit”). For the avoidance of doubt, the Deposit required
 for any Credit may be provided by the Company and/or by another Pledgor
 provided that the aggregate amount of the Deposit provided by the Company
 and/or any other Pledgor is at least equal to the

 









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 amount required under the
 terms of the Pledge Agreement. In the event that a Pledgor’s Deposit is
 transferred, or is required to be transferred to an account with Citibank
 N.A. pursuant to Section 4(e) of the Pledge Agreement, then in relation to
 that Pledgor references in this Clause 1.2 to “Pledge Agreement” shall
 include that Pledgor’s charge referred to in Section 4(e) of the Pledge
 Agreement, and references to “account or accounts” shall include that
 Pledgor’s securities account with Citibank N.A. referred to in Section 4(e)
 of the Pledge Agreement.

 
	
  

 	
  

 	
  

 
	
 2

 	
 REIMBURSEMENT
 OBLIGATION OF THE COMPANY

 
	
  

 	
  

 
	
  

 	
 2.1

 	
 The Company undertakes to
 reimburse CEP, on demand within 5 Business Days (as defined in Clause 9.4
 below), the amount of any and all drawings (including, for the avoidance of
 doubt, drawings presented electronically) under each Credit.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.2

 	
 The Company undertakes to
 Indemnify CEP, within 5 Business Days of demand, for and against all actions,
 proceedings, losses, damages, charges and all reasonable costs, expenses,
 claims and demands which CEP may incur, pay or sustain in connection with
 each Credit and/or this Agreement, howsoever arising (unless resulting from
 CEP’s own fraud, gross negligence or wilful misconduct).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.3

 	
 The Company hereby
 irrevocably authorises CEP to make any payments and comply with any demands
 which may be claimed from or made upon CEP in connection with any Credit
 without any reference to, or further authority from, the Company. The Company
 hereby agrees that it shall not be incumbent upon CEP to enquire or take
 notice of whether or not any such payments or demands claimed from or made
 upon CEP in connection with each Credit are properly made or whether any
 dispute exists between the Company and the Beneficiary thereof. The Company
 further agrees that unless resulting from the fraud, gross negligence or
 wilful misconduct of CEP, any payment CEP makes in accordance with the terms
 and conditions of each Credit shall be binding upon the Company and shall be
 accepted by the Company as conclusive evidence that CEP was liable to make
 such payment or comply with such demand.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 REPRESENTATIONS
 AND WARRANTIES

 
	
  

 	
  

 
	
  

 	
 3.1

 	
 The Company represents and
 warrants to CEP that on the date of this Agreement:-

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 it has the necessary power
 to enable it to enter into and perform the obligations expressed to be
 assumed by it under this Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 this Agreement constitutes
 its legal, valid, binding and enforceable obligation effective in accordance
 with its terms;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 all necessary
 authorisations to enable or entitle it to enter into this Agreement have been
 obtained and are in full force and effect;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 neither the Company nor any
 Pledgor is unable to pay its debts as they fall due;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 neither the Company nor any
 Pledgor has been deemed or declared to be unable to pay its debts under any
 applicable law;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 neither the Company nor any
 Pledgor has suspended making payments on any of its debts;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

 	
 neither the Company nor any
 Pledgor has, by reason of actual or anticipated financial difficulties,
 commenced negotiations with any of its creditors with a view to rescheduling
 any of its indebtedness;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (viii)

 	
 the value of the assets of
 the Company or any Pledgor is not less than the Company’s or that Pledgor’s
 (as the case may be) liabilities (taking into account contingent and
 prospective liabilities);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ix)

 	
 no moratorium has been
 declared in respect of any indebtedness of the Company or any Pledgor; and

 













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 (x)
 	
 no analogous or similar
 event or concept to those set out in this Clause 3.1 has occurred or is the
 case under the laws of any jurisdiction.
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 3.2
 	
 The Company undertakes to
 CEP that it will use its best endeavours to ensure that;
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (i)
 	
 it will at all times have
 the necessary power to enable it to enter into and perform the obligations
 expressed to be assumed by it under this Agreement; and
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (ii)
 	
 all necessary
 authorisations to enable or entitle it to perform its obligations under this
 Agreement will remain in full force and effect at all times during the
 subsistence of this Agreement.
 
	
  
 	
  
 	
  
 	
  
 
	
 4.
 	
 BRANCHES/CORRESPONDENT
 BANKS
 
	
  
 	
  
 
	
  
 	
 4.1
 	
 The Company acknowledges
 that CEP may carry out any of its obligations or exercise any of its rights
 under this Agreement through any of its offices or branches, wheresoever
 situated.
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 4.2
 	
 The Company further
 understands that CEP may, with the prior consent of the Company, issue any
 Credit through any third party correspondent of its choice (a “Third Party
 Correspondent Bank”) and/or to have any Credit confirmed by Citibank, N.A. In
 such circumstances, CEP will be required to guarantee reimbursement to such
 Third Party Correspondent Bank and/or Citibank, N.A. of any payments which
 such correspondent and/or Citibank, N.A. may make under the Credit in
 question and such guarantee (howsoever described) shall be treated mutatis
 mutandis as a Credit for the purpose of this Agreement. For the avoidance of
 doubt, in this clause 4.2, the payment obligations of the Company under
 Clause 2 will apply in respect of such guarantee only.
 
	
  
 	
  
 	
  
 
	
 5.
 	EXTENSION/TERMINATION  
	
  
 	
  
 
	
  
 	
 5.1
 	
 (a)
 	
 Any Credit established
 hereunder may, if requested by the Company on the relevant Application Form
 and subject to CEP’s consent, bear a clause to the effect that it will
 automatically be extended for successive periods of one year (or such other
 period as may be stated in the relevant Application Form) UNLESS the
 Beneficiary has received from CEP or, where a Third Party Correspondent Bank
 is issuing the Credit, the Third Party Correspondent Bank (each an “Issuing
 Bank”) by registered mail (or other appropriate receipted delivery)
 notification of intention not to renew such Credit at least 30 days (or such
 other period as may be stated in the relevant Application Form) prior to the
 end of the original term or, as the case may be, of a period of extension
 (the “Notice Period”).
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (b)
 	
 The Issuing Bank shall be
 under no obligation to the Company to send the Beneficiary such notification
 (and without such notification to the Beneficiary the Credit will be
 automatically extended as provided above) UNLESS the Company shall have sent
 notification to CEP by registered mail (or other means acceptable to CEP) of
 its election not to renew such Credit at least 30 days prior to the
 commencement of the Notice Period.
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (c)
 	
 CEP will, as soon as is
 reasonably possible, give the Company advice of CEP’s receipt of any such
 notice from any other such parties. The Company understands that receipt by
 CEP of any such notice may result in the whole of such Credit being
 cancelled.
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (d)
 	
 CEP reserves the right, at
 its sole option and discretion, to give or procure the giving at any time to
 the Beneficiary of notification of intention not to renew any Credit. If CEP
 exercises such said right, it will give the Company notice in writing thereof
 as soon as is reasonably possible. 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 5.2
 	
 If, as provided for in
 Clause 5.1, the Issuing Bank has given notification not to renew such Credit,
 then CEP may (but shall not be obliged to) without further authority from the
 Company (or from any of the other persons as aforesaid) arrange for the Beneficiary
 to accept:-
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (a)
 	
 a substitute Credit (the
 “Substitute Credit”) from the issuing Bank on terms identical to such Credit
 except that (i) the amount of the Substitute Credit will be equal to the then
 undrawn face value of such Credit less the portion thereof (determined by
 CEP) to be
 









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 attributable to the
 person(s) (the “Excluded Person(s)”) who gave a notice of non-renewal to CEP
 or, as the case may be, for whom CEP do not wish to arrange the issuance of
 the Substitute Credit; and (II) the original term of the Substitute Credit
 will, subject to renewal as mentioned in Clause 5.1 above, be up to one year
 in duration (or such longer duration as may be required by any regulatory or
 other authority having jurisdiction as to the acceptability of the Substitute
 Credit); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 such other arrangement,
 compromise, release or waiver as, CEP in its sole opinion, deems will result
 in the same effect being achieved as in Clause 5.2 (a). CEP will, as soon as
 reasonably possible, advise the Company (unless it is the, or one of the,
 Excluded Person(s)) of the matter(s) effected by it pursuant to this Clause
 5.2.

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 UCP/ISP

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CEP may, at its sole
 option, arrange for the issuance of any Credit as being subject to either (i)
 the Uniform Customs and Practice for Documentary Credits (1993 Revision) ICC
 Publication No. 500 (“the UCP”) or (ii) the International Chamber of Commerce
 Publication No. 590 - the International Standby Practices 1998 (the “ISP”),
 (or any subsequent version of either); provided however that CEP may agree
 such modifications thereof as may be required by any regulatory or other
 authority having jurisdiction as to the acceptability of the Credit in
 question.

 
	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 CREDIT
 CHOICE OF LAW

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If, at the Company’s
 request, a Credit expressly chooses a state or country law other than New
 York, U.S.A. or English law, or is silent with respect to the UCP, the ISP or
 a governing law, CEP shall not be liable for any payment, cost, expense or
 loss resulting from any action or inaction it takes provided such action or
 inaction is justified under UCP, ISP, New York law, English law or the law
 governing the Credit.

 
	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 INCREASES
 ETC/REINSTATEMENTS

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.1

 	
 The provisions of the
 foregoing Clauses shall be equally applicable to any increase, extension,
 renewal, partial renewal, modification or amendment of, or substitute
 instrument for, any Credit to which they apply provided that any such
 increase, extension, renewal, partial renewal, modification or amendment of,
 or substitution has been agreed by the Company and CEP.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.2

 	
 If for any reason any
 amount paid under any Credit is repaid, in whole or in part, by the
 Beneficiary thereof (a “Repayment”), CEP may in its discretion (acting
 reasonably) treat (or procure the treatment of) the Repayment as a
 reinstatement of an amount (equal to the Repayment) under such Credit. The
 value date CEP applies to any such reinstatement shall not be earlier than
 the date of such Repayment and CEP shall not be liable for losses of any
 nature which the Company may suffer or incur and/or which may arise from any
 inadvertent or erroneous drawing unless such losses arise from the fraud or
 wilful misconduct of CEP.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.3

 	
 In the event of a
 Repayment, CEP will promptly inform the Company in writing. Provided the
 Company has reimbursed CEP in relation to the amount paid to the Beneficiary
 under the relevant Credit, and CEP has reinstated that Repayment under that
 Credit, CEP shall promptly pay an amount equal to the Repayment to the
 Company.

 
	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 NOTICES

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.1

 	
 Any notice to be served
 hereunder shall be made in writing and, unless otherwise stated, served in
 person or by post, fax or any electronic method of communication approved by
 CEP to the relevant party at its address or fax number shown immediately
 after its name on the signature page of the Agreement or set out in the
 Novation Notice (as defined in Clause 10.3) by which it became party hereto
 or such other address or number notified by it to the other party to this
 Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.2

 	
 Any notice or demand:-

 













Master Agreement


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 sent by post shall be
 deemed to have been served on the other party on the fifth Business Day after
 posting, or on delivery if delivered personally or by courier to the relevant
 address; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 sent by facsimile shall be
 deemed to have been served on the relevant party on the date that it is
 dispatched so long as (i) the sending party is in possession of a
 transmission sheet confirming transmission to the correct fax number, and
 (ii) the facsimile is sent before 5pm local time at the place of receipt. If
 a facsimile is sent after 5pm, then it shall be deemed to have been served
 the following day.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.3

 	
 In proving service by post
 it shall be sufficient to show that the letter containing the notice or
 demand was properly addressed and posted and such proof of service shall be
 effective notwithstanding that the letter was in fact not delivered or was
 returned undelivered.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.4

 	
 In this Agreement,
 “Business Day” shall be construed as a reference to a day (other than a
 Saturday or a Sunday) on which banks are generally open in London and
 Bermuda.

 
	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
 ASSIGNMENT/NOVATION

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.1

 	
 The Company may not assign
 any of its rights hereunder without CEP’s prior written consent, such consent
 not to be unreasonably withheld or delayed.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.2

 	
 CEP shall not (a) assign or
 otherwise dispose of the whole or any part of its rights and/or benefits
 under this Agreement or (b) (subject to Clauses 10.3 to 10.6) novate or otherwise
 dispose of its rights and obligations under this Agreement except in each
 case to a Permitted Transferee (as defined in Clause 10.6 below) and provided
 in each case that the prior written consent of the Company is obtained, such
 consent not to be unreasonably withheld or delayed. The words “CEP” and
 “CEP’s” wherever used in this Agreement shall be deemed to include any
 Permitted Transferee, who shall be entitled to enforce and proceed upon this
 Agreement in the same manner as if named herein. CEP shall be entitled to
 impart any information concerning the Company to any such assignee or
 novatee, successor or any sub-participant provided that the recipient of the
 information agrees (in favour of the Company) to keep such information
 confidential.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.3

 	
 Any Permitted Transferee
 (in its capacity as transferor, a “Transferring Bank”) may, subject to
 obtaining the prior written consent of the Company, such consent not to be
 unreasonably withheld or delayed, novate at any time, upon service of a
 notice on the Company in the form attached as Schedule One to this Agreement
 (a “Novation Notice”), any or all of its rights and obligations under, and
 the benefit of, this Agreement to, any other Permitted Transferee (for the
 purposes of Clause 10.4 below, the “New Permitted Transferee”).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.4

 	
 With effect from the date
 that the novation comes into effect (the “Novation Date”):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.1

 	
 the New Permitted
 Transferee shall be bound by the terms of this Agreement (as novated) in
 every way as if the New Permitted Transferee was and had been a party hereto
 in place of the Transferring Bank and the New Permitted Transferee shall
 undertake and perform and discharge all of CEP’s obligations and liabilities
 under this Agreement (as novated) whether the same fell or fall to be
 performed or arose or arise on, before or after the Novation Date;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.2

 	
 the Company shall release
 and discharge the Transferring Bank from further performance of its
 obligations arising in favour of the Company on and after the Novation Date
 under this Agreement and all claims and demands whatsoever in respect thereof
 against the Transferring Bank, and the Company and the New Permitted
 Transferee shall accept the liability in respect of such obligations in place
 of the liability of the Transferring Bank;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.3

 	
 the Transferring Bank shall
 release and discharge the Company from further performance of its obligations
 arising in favour of the Transferring Bank on and after the Novation Date
 under this Agreement and all claims and demands whatsoever in respect thereof
 by the Transferring Bank; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.4.4

 	
 the Company shall be bound
 by the terms of this Agreement (as novated) in every way, and it shall
 undertake and perform and discharge in favour of the New Permitted Transferee
 each of its obligations whether the same fell or fall to be

 









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 performed or arose or arise
 on, before or after the Novation Date and expressed to be owed to CEP.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.5

 	
 Without prejudice to the
 automatic novation of the Transferring Bank’s rights and obligations pursuant
 to Clause 10.4, the Company undertakes to sign and return promptly each
 acknowledgement of the Novation Notice from time to time delivered to it
 promptly following receipt of the same from the Transferring Bank.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.6

 	
 For the purposes of this
 Clause 10, a “Permitted Transferee” shall mean a person in respect of which
 the Company has given its prior written consent, such consent not to be
 unreasonably withheld or delayed (in accordance with Clause 10.2 or 10.3
 above), being any holding company, subsidiary or affiliate of Citigroup Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.7

 	
 The Company shall ensure
 that each Pledgor signs any such documentation and takes any such action as
 CEP or the Transferring Bank may require to effectively novate, transfer
 and/or assign any secured asset, security documentation or other
 documentation to the Permitted Transferee.

 
	
  

 	
  

 	
  

 	
  

 
	
 11.

 	
 GOVERNING
 LAW/JURISDICTION

 
	
  

 	
  

 
	
  

 	
 This Agreement and any
 non-contractual obligations arising out of it shall be governed by English
 law and, both parties hereby irrevocably submit to the jurisdiction of the
 English Courts in respect of any dispute which may arise from or in
 connection with this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
 12.

 	
 MISCELLANEOUS
 PROVISIONS

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.1

 	
 A person who is not a party
 to this Agreement has no rights under the Contracts (Rights of Third Parties)
 Act 1999 to enforce any terms of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.2

 	
 The terms of this Agreement
 may not be waived, modified or amended unless such waiver, modification or
 amendment is in writing and signed by both parties.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.3

 	
 Unless the Company notifies
 CEP in writing to the contrary, CEP shall be entitled to impart any
 information concerning the Company to any Pledgor.

 











Master Agreement


EXECUTED THIS DAY ABOVE WRITTEN BY: 


	
  

 	
  

 	
  

 
	
 XL INSURANCE (BERMUDA) LTD

 	
  

 
	
  

 	
  

 
	
 

 	
  

 
	

 


 	
  

 
	
 (Signature (s))

 	
  

 
	
  

 	
  

 
	
 Dated
 

 	
 November
 11, 2009

 	
  

 
	
  

 	

 


 	
  

 






	
  

 	
  

 
	
 Address:

 	
 XL House

 
	
  

 	
 One Bermudiana Road

 
	
  

 	
 Hamilton HM08

 
	
  

 	
 Bermuda

 
	
  

 	
  

 
	
 Attention:

 	
 Senior Treasury Analyst at the Treasury Department,
 with a copy to the Company Secretary

 
	
  

 	
  

 
	
 Facsimile Number:

 	
 +1 441 296 6399 (Treasury Department)

 
	
  

 	
 +1 441 294 7307 (Company Secretary)

 
	
  

 	
  

 
	
 AND

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 CITIBANK EUROPE PLC 

 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
 (Signature(s))

 	
  

 
	
  

 	
  

 
	
 Dated

 	
  

 	
  

 
	
  

 	

 


 	
  

 






	
  

 	
  

 
	
 Address:

 	
 1 North Wall Quay

 
	
  

 	
 IFSC

 
	
  

 	
 Dublin 1

 
	
  

 	
 Ireland

 
	
  

 	
  

 
	
 Attention:

 	
 Insurance Letter of Credit Department

 
	
  

 	
  

 
	
 Facsimile Number:

 	
 +353 1622 1009

 









Master Agreement


EXECUTED THIS DAY ABOVE WRITTEN BY:


XL INSURANCE (BERMUDA) LTD


	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 (Signature(s))

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
 Dated

 	
  

 	
  

 
	
  

 	

 


 	
  

 






	
  

 	
  

 
	
 Address:

 	
 XL House

 
	
  

 	
 One Bermudiana Road

 
	
  

 	
 Hamilton HM08

 
	
  

 	
 Bermuda

 
	
  

 	
  

 
	
 Attention:

 	
 Senior Treasury Analyst at
 the Treasury Department, with a copy to the Company Secretary

 
	
  

 	
  

 
	
 Facsimile Number:

 	
 +1 441 296 6399 (Treasury
 Department)

 
	
  

 	
 +1 441 294 7307 (Company
 Secretary)

 
	
  

 	
  

 
	
 AND

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 CITIBANK
 EUROPE PLC

 	
  

 
	
  

 	
  

 
	
 

 	
 PEADAR MAC CANNA
DIRECTOR

 
	

 


 	
  

 
	
 (Signature(s))

 	
  

 
	
  

 	
  

 
	
 Dated 

 	
 11 November 2009

 	
  

 
	
  

 	

 


 	
  

 






	
  

 	
  

 
	
 Address:

 	
 1 North Wall Quay

 
	
  

 	
 IFSC

 
	
  

 	
 Dublin 1

 
	
  

 	
 Ireland

 
	
  

 	
  

 
	
 Attention:

 	
 Insurance Letter of Credit
 Department

 
	
  

 	
  

 
	
 Facsimile Number:

 	
 +353 1622 1009

 









Master Agreement


SCHEDULE ONE


Form of Novation Notice for Clause 10


To:          [          ]


Date:


Dear Sirs


Insurance Letters of Credit – Master Agreement (Form 3/CEP)
dated [        ] and made between Citibank Europe plc and XL Insurance (Bermuda) Ltd
(the “Agreement”)


We refer to Clause 10 of the Agreement. We hereby
notify you that we wish to exercise our option to novate under Clause 10
thereof so that with effect from today’s date the rights, liabilities and
obligations of [name of Transferring Bank] shall
be novated to [name of Permitted Transferee]
in the manner set out in Clause 10 thereof.


The relevant address for the purposes of Clause 9 is
as follows:


 [Insert
new address]


Yours faithfully


	
  

 	
  

 
	

 


 	
  

 
	
 for and on behalf of

 [TRANSFERRING BANK]

 
	
  

 	
  

 
	

 


 	
  

 
	
 for and on behalf of

 [PERMITTED TRANSFEREE]

 



 [NAME OF COUNTERPARTY]:


	
  

 	
  

 
	
 (1)

 	
 acknowledges receipt of the Novation Notice; and

 
	
  

 	
  

 
	
 (2)

 	
 agrees that with effect from the date of the
 Novation Notice the rights, liabilities and obligations of
 [          ] are novated to
 [          ] in the manner
 set out in Clause 10 of the Agreement.

 






	
  

 	
  

 
	

 


 	
  

 
	
 for and on behalf of

 	
  

 
	
  [NAME OF
 COUNTERPARTY]