EXHIBIT
10.1

EXECUTION
COPY

	
		
	


$400,000,000

5-YEAR CREDIT AGREEMENT

among

ASPEN
INSURANCE HOLDINGS LIMITED,

The Subsidiary Borrowers from Time
to Time Parties Hereto,

The Several Lenders from Time to Time
Parties Hereto,

THE BANK OF NEW YORK,
as
Collateral Agent,

BANK OF AMERICA,
N.A.

and

CALYON, NEW YORK BRANCH,
as
Co-Syndication Agents,

CREDIT SUISSE, CAYMAN ISLANDS
BRANCH

and

DEUTSCHE BANK AG, NEW YORK
BRANCH,
as Co-Documentation Agents,

and

BARCLAYS BANK PLC,
 as Administrative Agent

Dated as of August 2,
2005

	
		
	


BARCLAYS
CAPITAL, as Sole Lead Arranger and
Bookrunner














Table of
Contents




							
	 		Page
	 
	SECTION
1.  DEFINITIONS		 	1	 
	 
	1.1  Defined
Terms		 	1	 
	1.2  Other Definitional
Provisions		 	15	 
	1.3  Exchange
Rates		 	15	 
	 
	SECTION
2.  AMOUNT AND TERMS OF
COMMITMENTS		 	15	 
	 
	2.1  Revolving
Commitments		 	15	 
	2.2  Procedure for
Borrowing		 	16	 
	2.3  Fees		 	17	 
	2.4  Termination or Reduction of
Commitments		 	17	 
	2.5  Optional and Mandatory
Prepayments		 	17	 
	2.6  Conversion and Continuation
Options		 	18	 
	2.7  Limitations on Eurodollar
Tranches		 	18	 
	2.8  Interest Rates and Payment
Dates		 	18	 
	2.9  Computation of Interest and
Fees		 	19	 
	2.10  Inability to Determine
Interest Rate		 	19	 
	2.11  Pro Rata Treatment and
Payments		 	19	 
	2.12  Requirements of
Law		 	20	 
	2.13  Taxes		 	21	 
	2.14  Indemnity		 	22	 
	2.15  Change of Lending
Office		 	23	 
	2.16  Replacement of
Lenders		 	23	 
	 
	SECTION
3.  LETTERS OF CREDIT		 	23	 
	 
	3.1  L/C
Commitment		 	23	 
	3.2  Procedure for Issuance of
Letter of Credit		 	24	 
	3.3  Fees and Other
Charges		 	24	 
	3.4  L/C
Participations		 	25	 
	3.5  Reimbursement Obligation of
the Borrowers		 	26	 
	3.6  Obligations
Absolute		 	26	 
	3.7  Letter of Credit
Payments		 	26	 
	3.8  Applications		 	26	 
	3.9  Additional Issuing
Lenders		 	26	 
	3.10  Reporting		 	27	 
	 
	SECTION
4.  REPRESENTATIONS AND
WARRANTIES		 	27	 
	 
	4.1  Financial
Conditions		 	27	 
	4.2  No
Change		 	27	 
	4.3  Existence; Compliance with
Law		 	27	 
	4.4  Power; Authorization;
Enforceable Obligations		 	28	 
	4.5  No Legal
Bar		 	28	 
	4.6  Litigation		 	28	 
	4.7  No
Default		 	28	 
	4.8  Ownership of Property;
Liens		 	29	 
	




i











							
	4.9  Taxes		 	29	 
	4.10  Federal
Regulations		 	29	 
	4.11  ERISA		 	29	 
	4.12  Investment Company
Act		 	29	 
	4.13  Subsidiaries		 	29	 
	4.14  Use of
Proceeds		 	29	 
	4.15  Environmental
Matters		 	29	 
	4.16  Accuracy of Information,
etc		 	30	 
	 
	SECTION
5.  CONDITIONS PRECEDENT		 	30	 
	 
	5.1  Conditions
to Initial Extensions of Credit		 	30	 
	5.2  Conditions to Each Extension
of Credit		 	31	 
	5.3  Conditions for Additional
Subsidiary Borrowers		 	31	 
	 
	SECTION
6.  AFFIRMATIVE COVENANTS		 	32	 
	 
	6.1  Financial
Statements		 	32	 
	6.2  Certificates; Other
Information		 	33	 
	6.3  Payment of
Obligations		 	33	 
	6.4  Maintenance of Existence;
Compliance		 	33	 
	6.5  Maintenance of Property;
Insurance		 	33	 
	6.6  Inspection of Property; Books
and Records; Discussions		 	34	 
	6.7  Notices		 	34	 
	6.8  Environmental
Laws		 	34	 
	6.9  Hybrid
Capital		 	34	 
	 
	SECTION
7.  NEGATIVE COVENANTS		 	34	 
	 
	7.1  Financial
Condition Covenants		 	34	 
	7.2  Indebtedness		 	34	 
	7.3  Disposition of
Property		 	35	 
	7.4  Restricted
Payments		 	36	 
	7.5  Investments		 	36	 
	7.6  Liens		 	36	 
	7.7  Clauses Restricting Subsidiary
Distributions		 	38	 
	7.8  Business		 	38	 
	7.9  Rating		 	38	 
	7.10  Consolidations,
Amalgamations, Mergers and Liquidations		 	38	 
	 
	SECTION
8.  EVENTS OF DEFAULT		 	38	 
	 
	SECTION 9.  THE
AGENTS		 	41	 
	 
	9.1  Appointment		 	41	 
	9.2  Delegation of
Duties		 	41	 
	9.3  Exculpatory
Provisions		 	41	 
	9.4  Reliance		 	41	 
	9.5  Notice of
Default		 	42	 
	9.6  Non-Reliance on Agents and
Other Lenders		 	43	 
	




ii











							
	9.7  Indemnification		 	43	 
	9.8  Agent in Its Individual
Capacity		 	44	 
	9.9  Successor Administrative Agent
and Collateral Agent		 	44	 
	9.10  Security Document
Matters		 	45	 
	9.11  Other
Agents		 	45	 
	 
	SECTION
10.  GUARANTEE		 	45	 
	 
	10.1  Guarantee		 	45	 
	10.2  No
Subrogation		 	45	 
	10.3  Amendments, etc. with respect
to the Obligations		 	46	 
	10.4  Guarantee Absolute and
Unconditional		 	46	 
	10.5  Reinstatement		 	47	 
	10.6  Payments		 	47	 
	10.7  Independent
Obligations		 	47	 
	 
	SECTION
11.  MISCELLANEOUS		 	47	 
	 
	11.1  Amendments
and Waivers		 	47	 
	11.2  Notices		 	48	 
	11.3  No Waiver; Cumulative
Remedies		 	49	 
	11.4  Survival of Representations
and Warranties		 	49	 
	11.5  Payment of Expenses and
Taxes		 	49	 
	11.6  Successors and Assigns;
Participations and Assignments		 	50	 
	11.7  Adjustments		 	52	 
	11.8  Set-off		 	52	 
	11.9  Counterparts		 	53	 
	11.10  Severability		 	53	 
	11.11  Integration		 	53	 
	11.12  Governing
Law		 	53	 
	11.13  Submission To Jurisdiction;
Waivers		 	53	 
	11.14  Releases of
Liens		 	54	 
	11.15  Confidentiality		 	54	 
	11.16  Several Obligations of
Borrowers; Company as Agent of Borrowers		 	55	 
	11.17  Termination of Terminating
Credit Agreements		 	55	 
	11.18  Waivers of Jury
Trial		 	55	 
	11.19  USA Patriot
Act		 	55	 
	




iii











			
	ANNEX:
	 
	A  Pricing
Grid
	 
	SCHEDULES:
	 
	1.1  Commitments
	4.4  Consents, Authorizations, Filings and
Notices
	4.13  Subsidiaries
	7.2(b)(iv)  Existing Indebtedness
	7.6  Existing Liens
	 
	EXHIBITS:
	 
	A  Form
of Security Agreement
	B  Form of
Compliance Certificate
	C-1  Form
of Closing Certificate of the Company
	C-2  Form of Closing Certificate of each
Subsidiary Borrower
	D  Form of
Assignment and Assumption
	E-1  Form of Legal Opinion of LeBoeuf, Lamb,
Greene & MacRae, L.L.P.
	E-2  Form of Legal Opinion of Appleby,
Spurling & Hunter
	E-3  Form
of Legal Opinion of Simpson Thacher & Bartlett LLP
	F  Form of Exemption Certificate
	G  Form of Company Note
	H  Form of Subsidiary Borrower
Note
	I  Form of Notice of
Conversion/Continuation
	J  Form
of Subsidiary Borrower Agreement
	K  Form of Commitment Increase
Supplement
	L  Form of New Lender
Supplement
	M  Form of Account
Control Agreement
	




iv














CREDIT AGREEMENT
(this "Agreement"), dated as of
August 2, 2005, among ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda
exempted limited liability company (the
"Company"), the Subsidiary Borrowers
(as defined below; together with the Company, collectively, the
"Borrowers" and individually, a
"Borrower"), the several banks and
other financial institutions or entities from time to time parties to
this Agreement (the "Lenders"), BANK
OF AMERICA, N.A. and CALYON, NEW YORK BRANCH, as co-syndication agents
(in such capacities, each a "Co-Syndication
Agent"), CREDIT SUISSE, CAYMAN ISLANDS BRANCH and
DEUTSCHE BANK AG, NEW YORK BRANCH, as co-documentation agents (in such
capacities, each a "Co-Documentation
Agent"), THE BANK OF NEW YORK, as collateral agent,
and BARCLAYS BANK PLC, as administrative agent.

The parties
hereto hereby agree as follows:

SECTION 1.    DEFINITIONS

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

"ABR":    for any day, a rate
per annum (rounded upwards, if necessary, to the next 1/16 of
1%) equal to the greater of (a) the Prime Rate in effect on such
day and (b) the Federal Funds Effective Rate in effect on such day plus
1⁄2 of 1%. For purposes hereof, "Prime
Rate" shall mean the rate of interest per annum
publicly announced from time to time by Barclays Bank PLC as its prime
rate in effect at its principal office in New York City (the Prime Rate
not being intended to be the lowest rate of interest charged by
Barclays Bank PLC in connection with extensions of credit to debtors).
Any change in the ABR due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective as of the opening of business
on the effective day of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

"ABR
Loans":    Loans the rate of interest applicable to
which is based upon the ABR.

"Account Control
Agreement":    the Account Control Agreement, to be
entered into among The Bank of New York, as custodian, the Grantors (as
defined in the Security Agreement) from time to time party thereto and
the Collateral Agent in substantially the form of Exhibit
M.

"Adjustment
Date":    as defined in Annex A.

"Administrative
Agent":    Barclays Bank PLC, as the administrative
agent for the Lenders under this Agreement and the other Loan
Documents, together with any of its successors.

"Advance Rate":    for any
category of cash or obligation or investment specified below in the
column entitled "Cash and Eligible
Securities" (other than cash, the
"Eligible Securities"), the
percentage set forth opposite such category of cash or Eligible
Securities below in the column entitled "Advance
Rate" and, in each case, subject to the original term to
maturity criteria set forth
therein:




							
	Cash
and Eligible Securities:		Advance
Rate:
	Cash:	
	U.S. Dollars
in immediately available
funds.		100%
	Time
Deposits, CDs and Money Market Deposits:	
	Time
deposits, certificates of deposit and money market deposits of any
commercial bank incorporated in the United States with a rating of at
least (i)  AA- from S&P and (ii) Aa3 from Moody's and
maturing within two years from the date of
acquisition.		90%
	




1











							
	Cash
and Eligible Securities:		Advance
Rate:
	U.S. Government
Securities:	
	Securities issued or directly and
fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof).		With maturities
from the date of acquisition of (x) two years or less, 95%, (y)
more than two years and less than 10 years, 90% and (z) more
than 10 years, 85%.
	Agency Mortgage
Backed Securities:	
	(i)  Single-class
mortgage participation certificates in book-entry form backed by
single-family residential mortgage loans, the full and timely payment
of interest at the applicable certificate rate and the ultimate
collection of principal of which are guaranteed by the Federal Home
Loan Mortgage Corporation (excluding REMIC or other multi-class
pass-through certificates, collateralized mortgage obligations,
pass-through certificates backed by adjustable rate mortgages,
securities paying interest or principal only and similar derivative
securities); (ii) single-class mortgage pass-through certificates in
book-entry form backed by single-family residential mortgage loans, the
full and timely payment of interest at the applicable certificate rate
and ultimate collection of principal of which are guaranteed by the
Federal National Mortgage Association (excluding REMIC or other
multi-class pass-through certificates, pass-through certificates backed
by adjustable rate mortgages, collateralized mortgage obligations,
securities paying interest or principal only and similar derivative
securities); and (iii)  single-class fully modified pass-through
certificates in book-entry form backed by single-family residential
mortgage loans, the full and timely payment of principal and interest
of which is guaranteed by the Government National Mortgage Association
(excluding REMIC or other multi-class pass-through certificates,
collateralized mortgage obligations, pass-through certificates backed
by adjustable rate mortgages, securities paying interest or principal
only and similar derivatives securities); provided that any such
securities are rated at least (i) AA from S&P and (ii) Aa2 from
Moody's.		With maturities from the date of acquisition of
(x) two years or less, 95%, (y) more than two years and less
than 10 years, 90% and (z) more than 10 years,
85%.
	Investment Grade Nonconvertible
Corporate Bonds Level I:	
	Nonconvertible
corporate bonds that are publicly traded on a nationally recognized
exchange, eligible to be settled by the Depository Trust Company
("DTC") and rated at least (i) AA- from
S&P and (ii) Aa3 from Moody's.		With maturities from
the date of acquisition of (x) two years or less, 90%,
(y)  more than two years and less than 10 years, 85%, and
(z) more than 10 years (and rated at least AA from S&P and Aa2 from
Moody's), 70%.
	




2











							
	Cash
and Eligible Securities:		Advance
Rate:
	Investment Grade Nonconvertible
Corporate Bonds Level II:	
	Nonconvertible
corporate bonds with maturities from the date of acquisition of 10
years or less that are publicly traded on a nationally recognized
exchange, eligible to be settled by DTC and rated at least (i) BBB from
S&P and (ii) Baa2 from Moody's, but no higher than (x) A+
from S&P and (y) A1 from
Moody's.		80%
	Asset-Backed
Securities	
	Asset-backed securities rated at
least (i) AAA by S&P and (ii) Aaa by Moody's, provided that
(x) such securities are backed by credit card receivables or automobile
loans and have a remaining maturity of 10 years or less and (y)
asset-backed securities will not constitute Eligible Securities if they
are certificated securities that cannot be paid or delivered by book
entry (and all asset-backed securities issued by an issuer incorporated
in the United States of America must be capable of settlement through
DTC).		80%
	Agency Debt
Securities	
	Agency debt securities issued by the
Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association, the Federal Home Loan Bank and the Government National
Mortgage Association in each case rated at least (i) A- from S&P
and (ii) A3 from Moody's.		With maturities from the date
of acquisition of (x) two years or less, 90%, (y) more than two
years and less than 10 years, 85% and (z) more than 10 years,
80%.
	All other
securities		0%
	




Notwithstanding
the foregoing, (A) Eligible Securities shall be limited to securities
primarily cleared and settled within the United States, (B) the value
of Eligible Securities at any time shall be determined based on the
Borrowing Base Report (as defined in the Security Agreement) then most
recently prepared by the Collateral Agent, (C) if at any time the
securities of any single corporate issuer (or any Affiliate thereof)
represent more than 10% of the aggregate value of all cash and
Eligible Securities of all Borrowing Bases, the value in excess of
10% shall be excluded from said Borrowing Bases (with such
exclusion being allocated on the basis of the respective securities of
such single corporate or municipal issuer (or Affiliate thereof) held
in the respective Borrowing Bases), and (D) if at any time asset-backed
securities of any single issuer represent more than $10,000,000 of the
aggregate value of all cash and Eligible Securities of all Borrowing
Bases, the value in excess of $10,000,000 shall be excluded from said
Borrowing Bases (with such exclusion being allocated on the basis of
the respective asset-backed securities held in the respective Borrowing
Bases).

"Affiliate":    as
to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by, or is under common control with, such
Person. For purposes of this definition,
"control" of a Person means the power,
directly or indirectly, either to (a) vote 20% or more of the
securities having ordinary voting power for the election of directors
(or persons performing similar functions) of such Person or (b) direct
or cause the direction of the management and policies of such Person,
whether by contract or otherwise.

"Agents":    the collective
reference to the Co-Syndication Agents, the Co-Documentation Agents,
the Administrative Agent and the Collateral Agent.

3








"Aggregate
Exposure":    with respect to any Lender at any
time, an amount equal to the amount of such Lender's Commitment
then in effect or, if the Commitments have been terminated, the amount
of such Lender's Extensions of Credit then outstanding.

"Aggregate Exposure
Percentage":    with respect to any Lender at any
time, the ratio (expressed as a percentage) of such Lender's
Aggregate Exposure at such time to the Aggregate Exposure of all
Lenders at such time.

"Agreement":    as defined in
the preamble hereto.

"Applicable
Margin":    the rate per annum set forth under the
relevant column heading in Annex A (subject, however, in
the case of the utilization of such term in Section 3.3(a), to the
matters set forth in the second paragraph of Annex A).

"Application":    an
application, in such form as the applicable Issuing Lender may specify
from time to time, requesting such Issuing Lender to open a Letter of
Credit.

"Approved
Fund":    as defined in Section 11.6(b).

"Assignee":    as defined in
Section 11.6(b).

"Assignment and
Assumption":    an Assignment and Assumption,
substantially in the form of Exhibit D.

"Available Commitment":    as
to any Lender at any time, an amount equal to the excess, if any, of
(a) such Lender's Commitment then in effect over (b) such
Lender's Extensions of Credit then outstanding.

"Benefitted Lender":    as
defined in Section 11.7.

"Bermuda Companies
Law":    The Companies Act of 1981 of Bermuda, as
amended, and the regulations promulgated thereunder.

"Bermuda Insurance Law":    The
Insurance Act of 1978 of Bermuda, as amended, and the regulations
promulgated thereunder.

"Board":    the Board of
Governors of the Federal Reserve System of the United States (or any
successor).

"Borrowers":    as defined in
the preamble hereto; provided, however, that if at any time the
Company shall, in accordance with Section 11.1, be released from its
obligations under Section 10 with respect to any Subsidiary which is,
prior to such release, a Borrower, such Subsidiary, after such release,
shall cease to be a Borrower.

"Borrowing
Base":    at any time, and in respect of each
Borrower, the aggregate amount of cash and Eligible Securities held in
the Collateral Accounts applicable to such Borrower under the Security
Agreement at such time multiplied in each case by the respective
Advance Rates for cash and such Eligible Securities; provided
that (a) all cash and Eligible Securities in respect of any Borrowing
Base shall only be included in such Borrowing Base to the extent same
are subject to a first priority perfected security interest in favor of
the Collateral Agent pursuant to the Security Documents and (b)
Eligible Securities which are subject to a securities lending
arrangement shall not be included in a Borrowing Base; provided,
further, that the Borrowing Base in respect of any Borrower at
any time shall be the amount thereof as set forth in the Borrowing Base
Report (as defined in the Security Agreement) then most recently
delivered by the Collateral Agent to the Administrative Agent pursuant
to Section 6.01(a) of the Security Agreement.

"Borrowing Date":    any
Business Day specified by the Company as a date on which the Company
requests the relevant Lenders to make Loans hereunder.

"Business Day":    a day other
than a Saturday, Sunday or other day on which commercial banks in New
York City or London or, for purposes of Section 2.5(b) only, Bermuda,
are authorized or required by law to close, provided, that with
respect to notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, such day is also a day
for trading by and between banks in Dollar deposits in the interbank
eurodollar market.

4








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

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

"Cash
Equivalents":    (a) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States
Government or issued by any agency thereof and backed by the full faith
and credit of the United States, in each case maturing within one year
from the date of acquisition; (b) certificates of deposit, time
deposits, eurodollar time deposits or overnight bank deposits having
maturities of six months or less from the date of acquisition issued by
any Lender or by any commercial bank organized under the laws of the
United States or any state thereof having combined capital and surplus
of not less than $500,000,000; (c) commercial paper of an issuer rated
at least 'A-1' by Standard & Poor's Ratings
Services ("S&P") or
'P-1' by Moody's Investors Service, Inc.
("Moody's"), or carrying an
equivalent rating by a nationally recognized rating agency, if both of
the two named rating agencies cease publishing ratings of commercial
paper issuers generally, and maturing within six months from the date
of acquisition; (d) repurchase obligations of any Lender or of any
commercial bank satisfying the requirements of clause (b) of this
definition, having a term of not more than 30 days, with respect to
securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the
date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political
subdivision or taxing authority of any such state, commonwealth or
territory or by any foreign government, the securities of which state,
commonwealth, territory, political subdivision, taxing authority or
foreign government (as the case may be) are rated at least
'A' by S&P or 'A' by Moody's; (f)
securities with maturities of six months or less from the date of
acquisition backed by standby letters of credit issued by any Lender or
any commercial bank satisfying the requirements of clause (b) of this
definition; (g) money market mutual or similar funds that invest
exclusively in assets satisfying the requirements of clauses (a)
through (f) of this definition; or (h) money market funds that (i)
comply with the criteria set forth in SEC Rule 2a-7 under the
Investment Company Act of 1940, as amended, (ii) are rated
'AAA' by S&P and 'Aaa' by Moody's and
(iii) have portfolio assets of at least $5,000,000,000.

"Change of Control":    any of
the following: (i)  any "person" or
"group" (as such terms are used in
Sections  13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")
other than the Company or any Subsidiary), shall become, or obtain
rights (whether by means or warrants, options or otherwise (other than
any such warrants, options or other rights which are not exercisable
prior to the Termination Date)) to become, the "beneficial
owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the
Exchange Act), directly or indirectly, of shares of Capital Stock
representing more than 50% of the total voting power of any
Borrower; or (ii)  the occupation of a majority of the seats
(other than vacant seats) of the board of directors of the Company by
Persons who are neither (x) the directors of the Company on the Closing
Date nor (y) nominated by the board of directors of the Company nor (z)
appointed by directors so nominated.

"Closing
Date":    the date on which the conditions
precedent set forth in Section 5.1 shall have been satisfied, which
date is August 2, 2005.

"Code":    the Internal Revenue
Code of 1986, as amended from time to time.

"Collateral":    as defined in
the Security Agreement.

"Collateral
Account":    as defined in the Security
Agreement.

"Collateral
Agent":    as defined in the Security
Agreement.

5








"Commitment":    as
to any Lender, the obligation of such Lender to make Loans and issue or
participate in Letters of Credit during the Commitment Period in an
aggregate principal and/or face amount not to exceed, at any one time
outstanding, the amount set forth under the heading
"Commitment" opposite such Lender's
name on Schedule 1.1 or in the Assignment and Assumption
pursuant to which such Lender became a party hereto, as the same may be
changed from time to time pursuant to the terms hereof. The original
aggregate amount of the Commitments is $400,000,000.

"Commitment Fee":    as defined
in Section 2.3(a).

"Commitment Fee
Rate":    the rate per annum set forth under the
relevant column heading in Annex  A.

"Commitment Increase
Supplement":    a supplement to this Agreement
substantially in the form of Exhibit K.

"Commitment Percentage":    as
to any Lender at any time, the percentage which such Lender's
Commitment then constitutes of the Total Commitments or, at any time
after the Commitments shall have expired or terminated, the percentage
which the aggregate principal amount of such Lender's Loans then
outstanding constitutes of the aggregate principal amount of the Loans
then outstanding, provided, that, in the event that the Loans
are paid in full prior to the reduction to zero of the Total Extensions
of Credit, the Commitment Percentages shall be determined in a manner
designed to ensure that the other outstanding Extensions of Credit
shall be held by the Lenders on a comparable basis.

"Commitment Period":    the
period from and including the Closing Date to but excluding the
Termination
Date.

"Commonly
Controlled Entity": an entity, whether or not
incorporated, that is under common control with the Company or any
Subsidiary within the meaning of Section 4001 of ERISA or is part of a
group that includes the Company or any Subsidiary and that is treated
as a single employer under Section 414 of the Code.

"Company": as defined in the
preamble hereto.

"Compliance
Certificate": a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit
B.

"Computation Period":
as defined in Section 2.3(a).

"Confidential
Information Memorandum": the Confidential Information
Memorandum dated June 2005 and furnished to certain Lenders.

"Consolidated Leverage Ratio": as
of the last day of any fiscal quarter (expressed as a percentage),
Consolidated Total Debt, divided by the sum of (i) Consolidated Total
Debt and (ii) Consolidated Tangible Net Worth.

"Consolidated Net Income": for
any period, the consolidated net income (or loss) of the Company and
its Subsidiaries, determined on a consolidated basis in accordance with
GAAP.

"Consolidated Tangible Net
Worth": of the Company at any date, the consolidated
stockholders' equity (including Hybrid Capital) of the Company
and its Subsidiaries less their consolidated intangible assets, all
determined on a consolidated basis as of such date in accordance with
GAAP.

"Consolidated Total
Debt": at any date, the aggregate principal amount of
all Indebtedness of the Company and its Subsidiaries at such date,
determined on a consolidated basis in accordance with GAAP;
provided that there shall be excluded from Consolidated Total
Debt the then aggregate undrawn face amount of all then outstanding
letters of credit issued on behalf of the Company and/or any of its
Subsidiaries (but the aggregate amount of drawings under such letters
of credit that have not then been reimbursed shall not be so excluded).
For the avoidance of doubt, Consolidated Total Debt shall not include
Hybrid Capital.

"Contractual
Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of
its property is bound.

6








"Co-Documentation
Agents": as defined in the preamble hereto.

"Co-Syndication Agents": as
defined in the preamble hereto.

"Custodian": as defined in the
Security Agreement.

"Default": any of the events
specified in Section  8, whether or not any requirement for the
giving of notice, the lapse of time, or both, has been satisfied.

"Disposition": with respect to
any property, any sale, lease, sale and leaseback, assignment,
conveyance, transfer or other disposition thereof. The terms
"Dispose" and
"Disposed of" shall have correlative
meanings.

"Dollar Amount": at
any time (a) as to any amount in Dollars, such amount and (b) as to any
amount in Pounds Sterling, the then Dollar Equivalent thereof.

"Dollar Equivalent": with respect
to any amount of Pounds Sterling on any date, the equivalent amount in
Dollars of such amount of Pounds Sterling as determined by the
Administrative Agent in accordance with Section 1.3 using the
applicable Exchange Rate.

"Dollars" and
"$": dollars in lawful currency of
the United States.

"Domestic
Subsidiary": any Subsidiary organized under the laws
of any jurisdiction within the United States.

"Eligible Securities": as
provided in the definition of the term Advance Rate.

"Environmental Laws": any and all
applicable foreign, Federal, state, local or municipal laws,
requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability
relating to (a) pollution or protection of the environment, (b)
exposure of Person to hazardous emissions or releases of Hazardous
Materials, (c) protection of the public health or welfare from the
effects of products; by-products, emissions or releases of Hazardous
Materials and (d) regulation of the manufacture, use or introduction
into commerce of Hazardous Materials.

"ERISA": the Employee Retirement
Income Security Act of 1974, as amended from time to time.

"Eurocurrency Reserve
Requirements": for any day as applied to a Eurodollar
Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on
such day (including basic, supplemental, marginal and emergency
reserves) under any regulations of the Board or other Governmental
Authority having jurisdiction with respect thereto dealing with reserve
requirements prescribed for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D
of the Board) maintained by a member bank of the Federal Reserve
System.

"Eurodollar Base
Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined
on the basis of the rate for deposits in Dollars for a period equal to
such Interest Period commencing on the first day of such Interest
Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M.,
London time, two Business Days prior to the beginning of such Interest
Period. In the event that such rate does not appear on Page 3750 of the
Telerate screen (or otherwise on such screen), the
"Eurodollar Base Rate" shall be
determined by reference to such other comparable publicly available
service for displaying eurodollar rates as may be selected by the
Administrative Agent or, in the absence of such availability, by
reference to the rate at which the Administrative Agent is offered
Dollar deposits at or about 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period in the interbank
eurodollar market where its eurodollar and foreign currency and
exchange operations are then being conducted for delivery on the first
day of such Interest Period for the number of days comprised
therein.

"Eurodollar Loans":
Loans the rate of interest applicable to which is based upon the
Eurodollar Rate.

"Eurodollar
Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to
the nearest 1/100th of  1%):

7









		Eurodollar Base
Rate





	
			
	



		1.00
– Eurocurrency Reserve Requirements




"Eurodollar Tranche": the
collective reference to Eurodollar Loans the then current Interest
Periods with respect to all of which begin on the same date and end on
the same later date (whether or not such Loans shall originally have
been made on the same day).

"Event of
Default": any of the events specified in Section 8,
provided that any requirement for the giving of notice, the
lapse of time, or both, has been satisfied.

"Exchange Rate": on any day, with
respect to Pounds Sterling, the rate at which such currency may be
exchanged into Dollars, as set forth at approximately 11:00 A.M., New
York time, on such date on the Reuters World Currency Page for Pounds
Sterling. In the event that such rate does not appear on any Reuters
World Currency Page, the Exchange Rate shall be determined by reference
to such other publicly available service for displaying exchange rates
as may be selected by the Administrative Agent, or, in the event no
such service is selected, such Exchange Rate shall instead be the
arithmetic average of the spot rates of exchange of the Administrative
Agent in the market where its foreign currency exchange operations in
respect of Pounds Sterling are then being conducted, at or about 10:00
A.M., local time, on such date for the purchase of the relevant
currency for delivery two Business Days later; provided that
if at the time of any such determination, for any reason, no such spot
rate is being quoted, the Administrative Agent, after consultation with
the Company, may use any reasonable method it deems appropriate to
determine such rate, and such determination shall be presumed correct
absent manifest error.

"Excluded
Taxes": means, with respect to the Administrative
Agent, the Collateral Agent, any Lender or any other recipient (each of
the foregoing, a "Recipient") of any
payment to be made by or on account of any obligation of any Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by)
the net income of such Recipient by the United States of America, or by
the jurisdiction under the laws of which such Recipient is organized or
in which its principal office is located or, in the case of any Lender,
in which its applicable lending office is located, (b) any branch
profits taxes imposed on such Recipient by the United States of America
or any similar tax imposed on such Recipient by any other jurisdiction
in which such Borrower is located or (c) any U.S. and United Kingdom
withholding tax that is in effect and would apply to amounts payable to
(i) a Lender (other than a Lender on the Closing Date) at the time such
Lender becomes a party to this Agreement, (ii) any Lender at the time
such Lender designates a new lending office, except to the extent such
Lender (or its Assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive
additional amounts from any Borrower with respect to withholding tax
pursuant to Section 2.13(a) subject to the Borrower's rights
under Section 2.15 and Section 2.16 or (iii) any Person at the time
such Person becomes a Participant as specified in Section 11.6 (except
to the extent provided for in section 11.6(c)(ii)).

"Extensions of Credit": as to any
Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of all Loans held by such Lender then outstanding, (b)
such Lender's Commitment Percentage of the L/C Obligations then
outstanding.

"Federal Funds Effective
Rate": for any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds
brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New  York, or, if such rate is not so
published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized
standing selected by it.

"Fee Payment
Date": (a) the third Business Day following the last
day of each March, June, September and December after the Closing Date
and (b) the last day of the Commitment Period.

"Foreign Borrower": the Company
and any Subsidiary Borrower that is not a Domestic Subsidiary.

"Funding Office": the office of
the Administrative Agent specified in Section 11.2 or such other office
as may be specified from time to time by the Administrative Agent as
its funding office by written notice to the Company and the
Lenders.

8








"GAAP":
generally accepted accounting principles in the United States as in
effect from time to time and set forth in any rule, regulation, opinion
or pronouncement of the Accounting Principles Board and the American
Institute of Certified Public Accountants and any rule, regulation,
opinion or pronouncement of the Financial Accounting Standards Board
(or agencies with similar functions of comparables stature and
authority within the U.S. accounting profession), which are applicable
to the circumstances as of the date of determination.

"Governmental Authority": any
nation or government, any state or other political subdivision thereof,
any agency, authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative functions of or pertaining to
government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance
Commissioners, the U.K. Financial Services Authority and the Bermuda
Monetary Authority).

"Group
Members": the collective reference to the Company and
its respective Subsidiaries.

"Guarantee
Obligation": as to any Person (the
"guarantor"), means any obligation,
including a reimbursement, counterindemnity or similar obligation, of
the guarantor that guarantees or in effect guarantees, or which is
given to induce the creation of a separate obligation by another Person
(including any bank under any letter of credit) that guarantees or in
effect guarantees, any Indebtedness of any other third Person (the
"primary obligor") in any manner,
whether directly or indirectly, including any obligation of the
guarantor, whether or not contingent, (i) to purchase any such
Indebtedness or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (1) for the purchase or
payment of any such Indebtedness or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net
worth or solvency of the primary obligor so as to enable the primary
obligor to pay Indebtedness or other obligation, (iii) to purchase
property, securities or services primarily for the purpose of assuring
the owner of any such Indebtedness of the ability of the primary
obligor to make payment of such Indebtedness or (iv) otherwise to
assure or hold harmless the owner of any such Indebtedness against loss
in respect thereof; provided, however, that the term
Guarantee Obligation shall not include (a) endorsements of instruments
for deposit or collection in the ordinary course of business or (b)
obligations of any Insurance Subsidiary under any Primary Policy,
Reinsurance Agreement, Retrocession Agreement or Other Insurance
Product which are entered into in the ordinary course of business. The
amount of any Guarantee Obligation of any guarantor shall be deemed to
be the lower of (a) an amount equal to the stated or determinable
amount of the Indebtedness in respect of which such Guarantee
Obligation is made as such amount may be reduced from time to time and
(b) the maximum amount for which such guarantor may be liable pursuant
to the terms of the instrument embodying such Guarantee Obligation, as
such amount may be reduced from time to time unless such Indebtedness
and the maximum amount for which such guarantor may be liable are not
stated or determinable, in which case the amount of such Guarantee
Obligation shall be such guarantor's maximum reasonably
anticipated liability in respect thereof as determined by the Company
in good faith. The term "Guarantee" as a verb
has a corresponding meaning.

"Hazardous
Materials": all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes.

"Hybrid
Capital": at any time, all subordinated securities,
instruments or other obligations issued by the Company to the extent
that such securities, instruments or other obligations (i) are then
accorded equity treatment by S&P and (ii) mature no earlier than
the date which is six months after the Termination Date.

"Indebtedness": of any Person at
any date, without duplication, (a) all indebtedness of such Person for
borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than current trade
payables incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes,
bonds, debentures, loan agreements or other similar debt instruments,
(d) all indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property acquired by
such Person 

9









(even though the rights and remedies of the
seller or lender under such agreement in the event of default are
limited to repossession or sale of such property), (e) all Capital
Lease Obligations of such Person, (f) all obligations of such Person,
contingent or otherwise, as an account party or applicant under or in
respect of acceptances, letters of credit, surety bonds or similar
arrangements, (g) the liquidation value of all mandatorily redeemable
preferred Capital Stock of such Person, (h) net obligations of such
Person under any Swap Contract, (i) any other instruments or
obligations of such Person to the extent that such instruments or
obligations are then classified as indebtedness by S&P, (j) all
Guarantee Obligations of such Person in respect of obligations of the
kind referred to in clauses (a) through (i) above, (k) all obligations
of the kind referred to in clauses (a) through (j) above secured by any
Lien on property (including accounts and contract rights) owned by such
Person, whether or not such Person has assumed or become liable for the
payment of such obligation and (l) Indebtedness of any partnership in
which such Person is a general partner to the extent that applicable
law requires that such Person is liable for such Indebtedness unless
the terms of such Indebtedness expressly provide that such Person is
not so liable. The amount of any net obligation under any Swap contract
on any date shall be deemed to be the Swap Termination Value as of such
date. For the avoidance of doubt, Indebtedness shall not include the
obligations of any Insurance Subsidiary under any Primary Policy,
Reinsurance Agreement, Retrocession Agreement or Other Insurance
Product which is entered into in the ordinary course of business.

"Information": as defined in
Section 11.15.

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

"Insolvent": pertaining to a
condition of Insolvency.

"Insurance
Subsidiary": a Subsidiary of the Company engaged in
the insurance and/or reinsurance underwriting business.

"Interest Payment Date": (a) as
to any ABR Loan, the last day of each March, June, September and
December to occur while such Loan is outstanding and the Termination
Date, (b) as to any Eurodollar Loan having an Interest Period of three
months or less, the last day of such Interest Period, (c) as to any
Eurodollar Loan having an Interest Period longer than three months,
each day that is three months, or a whole multiple thereof, after the
first day of such Interest Period and the last day of such Interest
Period and (d) as to any Loan (other than any Loan that is an ABR
Loan), the date of any repayment or prepayment made in respect
thereof.

"Interest Period":
as to any Eurodollar Loan, (a) initially, the period commencing on the
borrowing or conversion date, as the case may be, with respect to such
Eurodollar Loan and ending one, two, three or six months thereafter, as
selected by the Company in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (b)
thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan and ending
one, two, three or six months thereafter, as selected by the Company by
irrevocable notice to the Administrative Agent not later than 11:00
A.M., New York City time, on the date that is three Business Days prior
to the last day of the then current Interest Period with respect
thereto; provided that, all of the foregoing provisions
relating to Interest Periods are subject to the following:

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

(ii) the Company may not select an
Interest Period that would extend beyond the Termination Date; and

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

10








"Issuing
Lender": as the context may require, (a) Barclays
Bank PLC (or any Affiliate thereof) with respect to Letters of Credit
issued by it or (b) any other Lender (or any affiliate thereof) that
becomes an Issuing Lender pursuant to Section 3.9, with respect to
Letters of Credit issued by it.

"L/C
Obligations": at any time, an amount equal to the sum
of (a) the then aggregate Secured L/C Obligations of all Borrowers and
(b) the then Unsecured L/C Obligations.

"L/C
Participants": the collective reference to all the
Lenders other than the applicable Issuing Lender.

"Lenders": as defined in the
preamble hereto.

"Letters of
Credit": as defined in Section 3.1(a).

"Lien": any mortgage, pledge,
hypothecation, assignment, encumbrance, lien (statutory or other),
charge or other security interest or any other security agreement
(including the interest of a vendor or lessor in any conditional sale
or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing).

"Loan": any loan made by any
Lender pursuant to this Agreement.

"Loan
Documents": this Agreement, the Security Documents,
the Notes, any other documents or instruments executed or delivered in
connection herewith or therewith and any amendment, waiver, supplement
or other modification to any of the foregoing.

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

"Material
Subsidiary": at any time, (i) any Subsidiary (x) the
total consolidated assets or total consolidated revenues of which and
its Subsidiaries exceed 10% of the total consolidated assets or
gross consolidated revenues, respectively, of the Company and its
Subsidiaries on a consolidated basis at the end of or for,
respectively, the then most recently completed fiscal quarter of the
Company for which financial statements shall have been delivered to the
Lenders as described in Section 4.1 or pursuant to Section 6.1 and/or
(y) the net assets of which exceed $100,000,000 at the end of the then
most recently completed fiscal quarter of the Company for which
financial statements shall have been delivered to the Lenders as
described in Section 4.1 or pursuant to Section 6.1 (accounting terms
used in this definition have the meanings given to them under GAAP),
(ii) Aspen Specialty Insurance Company and (iii) Aspen U.S. Holdings,
Inc.

"Moody's":
Moody's Investors Service, Inc. and its successors.

"Multiemployer Plan": a Plan that
is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

"Net Cash Proceeds": in
connection with any issuance or sale of Capital Stock by the Company,
the cash proceeds received from such issuance or sale, net of
attorneys' fees and disbursements, investment banking fees and
disbursements, accountants' fees and disbursements, underwriting
fees, discounts and commissions, printing expenses, any governmental or
exchange fees incurred (or reasonably expected to be incurred) and
other customary fees and expenses actually incurred in connection
therewith.

"New Lender": any
bank, financial institution or other entity that becomes a
"Lender" hereunder pursuant to Section
2.1(b).

"New Lender
Supplement": a supplement to this Agreement
substantially in the form of Exhibit L.

"Non-Excluded Taxes": as defined
in Section 2.13(a).

"Non-U.S.
Lender": as defined in Section 2.13(e).

"Notes": the collective reference
to any promissory note evidencing Loans, substantially in the form of
Exhibit G or Exhibit H, as the case may be.

11








"Obligations":
the unpaid principal of and interest on (including interest accruing
after the maturity of the Loans and Reimbursement Obligations and
interest accruing after the filing of any petition in bankruptcy, or
the commencement of any insolvency, reorganization or like proceeding,
relating to any Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans and all
other obligations and liabilities of any Borrower to the Administrative
Agent, the Collateral Agent or to any Lender, whether direct or
indirect, absolute or contingent, due or to become due, or now existing
or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement (including the obligations of the Company pursuant
to Section 10), any other Loan Document, the Letters of Credit or any
other document made, delivered or given in connection herewith or
therewith, whether on account of principal, interest, fees,
reimbursement obligations, indemnities, costs, expenses or otherwise
(including all reasonable fees, charges and disbursements of counsel to
the Administrative Agent, the Collateral Agent or to any Lender that
are required to be paid by the Borrowers pursuant hereto).

"Other Insurance Product": any
specialty insurance or reinsurance product such as contingency
reinsurance and structured risks.

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

"Participant": as defined in
Section 11.6.

"Patriot Act":
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)).

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

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

"Plan": at a particular time, any
employee benefit plan that is covered by ERISA and in respect of which
a Borrower, a Subsidiary or a Commonly Controlled Entity is (or, if
such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA responsible for contributing to or
under or having any liability in respect of an employee benefit plan or
Multiemployer Plan.

"Pounds
Sterling" or
"£": the lawful money of the
United Kingdom.

"Pricing
Grid": the first table set forth on Annex A (subject
to modification in certain circumstances by the second paragraph of
Annex A).

"Primary Policy":
any insurance policy issued by an Insurance Subsidiary.

"Private Act": separate
legislation enacted in Bermuda with the intention that such legislation
applies specifically to a Borrower or a Subsidiary in whole or in
part.

"Projections": as
defined in Section 4.16.

"Properties": as defined in
Section 4.15(d).

"Register":
as defined in Section 11.6.

"Regulation
D": Regulation D of the Board as in effect from time
to time.

"Regulation U":
Regulation U of the Board as in effect from time to time.

"Reimbursement Obligation": the
obligation of the applicable Borrower to reimburse the Issuing Lenders
pursuant to Section 3.5 for amounts drawn under Letters of Credit.

"Reinsurance Agreement": any
agreement, contract, treaty, certificate or other arrangement whereby
any Insurance Subsidiary agrees to assume from or reinsure an insurer
or reinsurer for all or part of the liability of such insurer or
reinsurer under a policy or policies of insurance issued by such
insurer or reinsurer.

12








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

"Reportable Event": any of the
events set forth in Section 4043(c) of ERISA, other than those events
as to which the thirty day notice period is waived under subsections
..27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. §
4043.

"Required Lenders": at
any time, the holders of more than 50% of the Total Commitments
then in effect or, if the Commitments have been terminated, the Total
Extensions of Credit then outstanding.

"Requirement of Law": as to any
Person, the Memorandum of Association or the Certificate of
Incorporation and By-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is
subject.

"Responsible
Officer": the chief executive officer, president or
chief financial officer or finance director of a Borrower, but in any
event, with respect to financial matters, the chief financial officer
or the finance director of such Borrower.

"Restricted Payments": as defined
in Section 7.4.

"Retrocession
Agreement": any agreement, treaty, certificate or
other arrangement whereby any Insurance Subsidiary cedes to another
insurer all or part of such Insurance Subsidiary's liability
under a policy or policies of insurance reinsured by such Insurance
Subsidiary.

"S&P":
Standard & Poor's Ratings Services and its successors.

"SEC": the Securities and
Exchange Commission, any successor thereto and any analogous
Governmental Authority.

"Secured L/C
Obligations": of any Borrower at any time, an amount
equal to the sum of (a) the then Dollar Amount of the aggregate then
undrawn and unexpired amount of the then outstanding Secured Letters of
Credit issued on behalf of such Borrower and (b) the then Dollar Amount
of the aggregate amount of drawings under Secured Letters of Credit
issued on behalf of such Borrower that have not then been reimbursed
pursuant to Section 3.5.

"Secured Letter of
Credit": any Letter of Credit designated as a
"Secured Letter of Credit" by a Borrower in
the Application therefor.

"Security
Agreement": the Pledge and Security Agreement to be
entered into among the Borrowers, the Collateral Agent and the
Custodian in substantially the form of Exhibit A.

"Security Documents": (i) the
Security Agreement, (ii) the Account Control Agreement, and (iii) each
other document, agreement, certificate and/or financing statement,
executed, delivered, made or filed pursuant to the terms of the
documents specified in foregoing clauses (i) and (ii).

"Single Employer Plan": any Plan
that is covered by Title IV of ERISA, but that is not a Multiemployer
Plan.

"Subsidiary": as to any
Person, a corporation, partnership, limited liability company or other
entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the
time owned by such Person. Unless otherwise qualified, all references
to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Company.

"Subsidiary Borrower": each
Material Subsidiary of the Company that shall become a Borrower under
this Agreement upon satisfaction of the conditions precedent set forth
in Section 5.3; provided, however, that if at any time the
Company shall, in accordance with Section 11.1, be released


13









from its obligations under Section 10 with
respect to any Subsidiary which is, prior to such release, a Subsidiary
Borrower, such Subsidiary, after such release, shall cease to be a
Subsidiary Borrower.

"Swap
Contract": (a) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity
or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond
index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any
options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b)
any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange
Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master
Agreement"), including any such obligations or liabilities
under any Master Agreement.

"Swap Termination
Value": in respect of any one or more Swap Contracts,
after taking into account the effect of any legally enforceable netting
agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination
value(s) determined in accordance therewith, such termination value(s),
and (b) for any date prior to the date referenced in clause (a), the
amount(s) determined as the mark-to-market value(s) for such Swap
Contracts, as determined based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such
Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

"Terminating Credit
Agreements": (a) the 364-Day Credit Agreement, dated
as of August 26, 2003, among the Company, the Subsidiary Borrowers, the
several banks and other financial institutions or entities from time to
time parties thereto, Credit Lyonnais New York Branch, as documentation
agent, and Barclays Bank PLC, as administrative agent and as collateral
agent, as amended, supplemented or otherwise modified or replaced from
time to time and (b) the 3-Year Credit Agreement, dated as of August
26, 2003, among the Company, the Subsidiary Borrowers, the several
banks and other financial institutions or entities from time to time
parties thereto, Credit Lyonnais New York Branch, as documentation
agent, and Barclays Bank PLC, as administrative agent and as collateral
agent, as amended, supplemented or otherwise modified or replaced from
time to time.

"Termination
Date": August 2, 2010.

"Total
Commitments": at any time, the aggregate amount of
the Commitments then in effect.

"Total
Extensions of Credit": at any time, the aggregate
amount of the Extensions of Credit of the Lenders outstanding at such
time.

"Total Loans": at any
time, the aggregate principal amount of the Loans outstanding at such
time.

"Transferee": any
Assignee or Participant.

"Type": as to any Loan, its
nature as an ABR Loan or a Eurodollar Loan.

"UK
Insurance Subsidiary": Aspen Insurance UK Limited, a
company incorporated under the laws of England and Wales with
registered number 1184193.

"United
States": the United States of America.

"Unsecured L/C Obligations": at
any time, an amount equal to the sum of (a) the then Dollar Amount of
the aggregate then undrawn and unexpired amount of the then outstanding
Unsecured Letters of Credit and (b) the then Dollar Amount of the
aggregate amount of drawings under Unsecured Letters of Credit that
have not then been reimbursed pursuant to Section 3.5.

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"Unsecured Letter of
Credit": any Letter of Credit that is not a Secured
Letter of Credit.

"Utilization
Fee": as defined in Section 2.3.

"Utilization Fee Rate": the rate
per annum set forth under the relevant column heading in Annex
A.

"Wholly Owned Subsidiary":
of any Person, any Subsidiary of such Person to the extent all of the
Capital Stock of such Subsidiary, other than directors' or
nominees' qualifying shares, is owned directly or indirectly by
such Person.

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

(b) As used herein and in the other
Loan Documents, and any certificate or other document made or delivered
pursuant hereto or thereto, (i) accounting terms relating to any Group
Member not defined in Section 1.1 and accounting terms partly defined
in Section 1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP, (ii) the words
"include",
"includes" and
"including" shall be deemed to be followed by
the phrase "without limitation", (iii) the
word "incur" shall be construed to mean
incur, create, issue, assume, become liable in respect of or suffer to
exist (and the words "incurred" and
"incurrence" shall have correlative
meanings), (iv) the words "asset" and
"property" shall be construed to have the
same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, Capital Stock,
securities, revenues, accounts, leasehold interests and contract
rights, and (v) references to agreements or other Contractual
Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented,
restated or otherwise modified from time to time.

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

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

1.3 Exchange Rates. For purposes of calculating
(a) the aggregate Dollar Equivalent of Letters of Credit denominated in
Pounds Sterling and of unreimbursed drawings under Letters of Credit
denominated in Pounds Sterling outstanding at any time during any
period and (b) the Dollar Equivalent of any Letters of Credit
denominated in Pounds Sterling at the time of the issuance of such
Letter of Credit pursuant to Section 3.1, the Administrative Agent will
at least once during each calendar month and at such other times as it
in its sole discretion determines to be appropriate to do so (including
on or prior to the date of any borrowing or issuance of a Letter of
Credit and the last day of any Interest Period), determine the
respective rate of exchange into Dollars of Pounds Sterling (which rate
of exchange shall be based upon the Exchange Rate in effect on the date
of such determination). Such rates of exchange so determined on each
such determination date shall, for purposes of the calculations
described in the preceding sentence, be deemed to remain unchanged and
in effect until the next such determination date.

SECTION
2.    AMOUNT AND TERMS OF COMMITMENTS

2.1 Revolving
Commitments. (b) Subject to the terms and conditions hereof, each
Lender severally agrees to make Loans to the Borrowers from time to
time during the Commitment Period in an aggregate principal amount at
any one time outstanding, when added to such Lender's Commitment
Percentage of the L/C Obligations then outstanding, which does not
exceed the amount of such Lender's Commitment. During the
Commitment Period the Borrowers may use the Commitments by borrowing,
prepaying the Loans in whole or in part, and, reborrowing, all in
accordance with the terms and conditions hereof. The Loans may from
time to time be Eurodollar Loans or ABR Loans, as determined by the
Borrowers and notified to the Administrative Agent in accordance with
Sections 2.2 and 2.6.

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(b) From time to time during the
Commitment Period, at the request of the Borrowers, with the prior
written consents of the Administrative Agent and the then Issuing
Lenders (which consents shall not be unreasonably withheld or delayed),
(i) any one or more existing Lenders may agree that such existing
Lender or Lenders shall increase the amount of their Commitment or
Commitments by executing and delivering to the Borrowers and the
Administrative Agent a Commitment Increase Supplement or Commitment
Increase Supplements, as the case may be, and/or (ii) any one or more
New Lenders may from time to time during the Commitment Period agree
that such New Lender or New Lenders shall establish a new Commitment or
Commitments by executing and delivering to the Borrowers and the
Administrative Agent a New Lender Supplement or New Lender Supplements,
as the case may be. From and after the effective date specified in each
New Lender Supplement, the New Lender thereunder shall become a Lender
with a Commitment in the amount set forth in such New Lender Supplement
and shall have the rights and obligations of a Lender under this
Agreement for all purposes and to the same extent as if originally a
party hereto. Each New Lender shall deliver to the Administrative Agent
an administrative questionnaire. Notwithstanding anything contained in
this paragraph to the contrary, without the consent of (x) the Required
Lenders, the aggregate amount of incremental Commitments established or
increased after the Closing Date pursuant to this paragraph shall not
exceed $50,000,000 and (y) the Administrative Agent, each increase in
the Total Commitments effected pursuant to this paragraph shall be in a
minimum aggregate amount of $10,000,000. No existing Lender shall have
any obligation under this Agreement to enter into a Commitment Increase
Supplement with the Borrowers.

(c) Upon its receipt of (i) a
duly executed Commitment Increase Supplement or a New Lender
Supplement, (ii) a certificate of each Borrower attaching the
resolutions of the board of directors of such Borrower authorizing the
increase in the Commitments in an amount equal to or greater than the
amount of such increase in the Commitments effected thereby, and (iii)
any written consent thereto required by paragraph (b) of this Section,
the Administrative Agent shall accept such Commitment Increase or New
Lender Supplement, as the case may be, and record the information
contained therein in the Register.

(d) Unless otherwise agreed
to by the Administrative Agent, on each date upon which the Total
Commitments shall be increased pursuant to this Section, to the extent
necessary to rebalance the outstanding Loans pro rata
among the Lenders (including any New Lenders) pursuant to their
modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay
outstanding Loans, if any, which prepayment shall be accompanied by
payment of all accrued interest on the amount prepaid and any amounts
payable pursuant to Section 2.14 in connection therewith, and (ii) to
the extent they determine to do so, reborrow such Loans from the
Lenders (including any New Lenders) after giving effect to the new
and/or increased Commitments becoming effective on such date, in the
case of each of clauses (i) and (ii) above such that, after giving
effect thereto, the Loans (including, without limitation, the Types
thereof and Interest Periods with respect thereto) shall be held by the
Lenders (including for such purposes the New Lenders) pro rata
according to their respective Aggregate Exposure Percentages. Any
prepayment and reborrowing pursuant to the preceding sentence shall be
effected, to the maximum extent practicable, through the netting of
amounts payable between the Borrowers and the respective Lenders.

(e) On the Termination Date, each Borrower shall repay all then
outstanding Loans made by the Lenders to such Borrower.

2.2
Procedure for Borrowing. Any Borrower may borrow during the
Commitment Period on any Business Day, provided that the Company (on
its behalf or on behalf of any such Subsidiary Borrower, as the case
may be) shall give the Administrative Agent irrevocable notice (which
notice must be received by the Administrative Agent prior to 11:00
A.M., New York City time, (a) three Business Days prior to the
requested Borrowing Date, in the case of Eurodollar Loans, or (b) on
the requested Borrowing Date, in the case of ABR Loans), specifying (i)
the amount and Type of Loans to be borrowed, (ii) the requested
Borrowing Date and (iii) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths
of the initial Interest Period therefor. Any Loans made on the Closing
Date shall initially be ABR Loans. Each borrowing shall be in an amount
equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple
of $1,000,000 in 

16









excess thereof (or, if the then aggregate
Available Commitments are less than $5,000,000, such lesser amount) and
(y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Upon receipt of any such notice from the
Company, the Administrative Agent shall promptly notify each Lender
thereof. Each Lender will make the amount of its pro rata share of each
borrowing available to the Administrative Agent for the account of the
applicable Borrower at the Funding Office prior to 2:00 P.M., New York
City time, on the Borrowing Date requested by the Company in funds
immediately available to the Administrative Agent. Such borrowing will
then be made available to the applicable Borrower by the Administrative
Agent crediting the account of such Borrower on the books of such
office with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by
the Administrative Agent. Each Lender may, at its option, make any Loan
available to any Foreign Borrower by causing any foreign or domestic
branch or Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of
such Foreign Borrower to repay such Loan in accordance with the terms
of this Agreement.

2.3 Fees. (a)  The Company
agrees to pay to the Administrative Agent for the account of each
Lender which has a then effective Commitment a commitment fee (a
"Commitment Fee") for the period
from and including the date hereof to the last day upon which such
Lender's Commitment shall have terminated, computed at the
Commitment Fee Rate on the average daily amount of the Available
Commitment of such Lender during the period (the
"Computation Period") for which
payment is made, payable quarterly in arrears on each Fee Payment Date,
commencing on the first such date to occur after the date hereof.

(b) The Company agrees to pay to the Administrative Agent for the
account of each Lender, in arrears on each Fee Payment Date, a
utilization fee (a "Utilization
Fee") based upon the average daily amount of the
outstanding Loans of such Lender at a rate per annum equal to the
Utilization Fee Rate when and for as long as the sum of (i) the
aggregate outstanding principal amount of the Loans hereunder and (ii)
the aggregate Unsecured L/C Obligations equals or exceeds 50% of
the Total Commitments.

(c) The Company agrees to pay to the
Administrative Agent the fees in the amounts and on the dates as set
forth in any fee agreements with the Administrative Agent and to
perform any other obligations contained therein.

(d) The Company
agrees to pay or reimburse the Collateral Agent for such normal and
customary costs and expenses as are incurred or charged by the
Collateral Agent in maintaining and administering the Collateral and
otherwise performing its obligations under the Loan Documents.

2.4 Termination or Reduction of Commitments. The Company
shall have the right, upon not less than five Business Days'
notice to the Administrative Agent, to terminate the Commitments or,
from time to time, to reduce the amount of the Commitments; provided
that no such termination or reduction of Commitments shall be permitted
if, after giving effect thereto and to any prepayments of the Loans
made on the effective date thereof, the Total Loans would exceed the
Total Commitments. Any such reduction shall be in an amount equal to
$5,000,000, or a whole multiple thereof, and shall reduce permanently
the Commitments then in effect.

2.5 Optional and Mandatory
Prepayments. (a) Each Borrower may at any time and from time to
time prepay the Loans made by the Lenders to such Borrower, in whole or
in part, without premium or penalty, upon irrevocable notice delivered
by the Company to the Administrative Agent no later than 11:00 A.M.,
New York City time, three Business Days prior thereto, in the case of
Eurodollar Loans, and no later than 11:00 A.M., New York City time, one
Business Day prior thereto, in the case of ABR Loans, which notice
shall specify the date and amount of prepayment and whether the
prepayment is of Eurodollar Loans or ABR Loans; provided, that
if a Eurodollar Loan is prepaid on any day other than the last day of
the Interest Period applicable thereto, such Borrower shall also pay
any amounts owing pursuant to Section 2.14. Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant
Lender thereof. If any such notice is given, the amount specified in
such notice shall be due and payable on the date specified therein,
together with (except in the case of Loans that are ABR Loans) accrued
interest to such date on the amount prepaid. 

17









Partial prepayments of ABR Loans and
Eurodollar Loans for all Borrowers shall be in an aggregate principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof.

(b) If, on any date, the aggregate Secured L/C
Obligations of any Borrower exceeds the Borrowing Base of such Borrower
on such date, such Borrower shall within one Business Day of such date
pay or deliver to the Custodian, to be held in accordance with the
Security Agreement and the Account Control Agreement, an amount of cash
and/or Eligible Securities sufficient to cause the Borrowing Base of
such Borrower to be at least equal to the aggregate Secured L/C
Obligations of such Borrower.

(c) If, on any date, the Total
Extensions of Credit outstanding on such date exceed 102% of the
Total Commitments in effect on such date, the Borrowers shall, upon
demand by the Administrative Agent, promptly (but in any event, within
three Business Days of the date of its receipt of such demand from the
Administrative Agent) prepay any then outstanding Loans and/or cash
collateralize to the satisfaction of the Administrative Agent any then
outstanding Letters of Credit in an aggregate principal and/or face
amount such that, after giving effect thereto and treating such cash
collateralized Letters of Credit as being not then outstanding, the
Total Extensions of Credit do not exceed the Total Commitments. Any
amounts prepaid pursuant to this Section 2.5(c) shall be accompanied by
interest accrued and unpaid to the date of such prepayment on the
principal so prepaid and any amounts payable under Section 2.14 in
connection therewith.

2.6 Conversion and Continuation
Options. (a) The Company may elect from time to time to convert
Eurodollar Loans to ABR Loans by giving the Administrative Agent prior
irrevocable notice of such election substantially in the form of
Exhibit I no later than 10:00 A.M., New York City time, on the
proposed conversion date, provided that any such conversion of
Eurodollar Loans may only be made on the last day of an Interest Period
with respect thereto. The Company may elect from time to time to
convert ABR Loans to Eurodollar Loans by giving the Administrative
Agent prior irrevocable notice of such election no later than 11:00
A.M., New York City time, on the third Business Day preceding the
proposed conversion date (which notice shall specify the length of the
initial Interest Period therefor), provided that no ABR Loan
may be converted into a Eurodollar Loan when any Event of Default or
Default has occurred and is continuing and the Administrative Agent or
the Required Lenders have determined in its or their sole discretion
not to permit such conversions. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender
thereof.

(b) Any Eurodollar Loan may be continued as such upon
the expiration of the then current Interest Period with respect thereto
by the Company giving irrevocable notice to the Administrative Agent,
substantially in the form of Exhibit I hereto in accordance
with the applicable provisions of the term "Interest
Period" set forth in Section 1.1, of the length of the
next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan may be continued as such when any Event of
Default or Default has occurred and is continuing and the
Administrative Agent has or the Required Lenders have determined in its
or their sole discretion not to permit such continuations, and
provided, further, that if the Company shall fail to
give any required notice as described above in this paragraph or if
such continuation is not permitted pursuant to the preceding proviso
such Loans shall be automatically converted to ABR Loans on the last
day of such then expiring Interest Period. Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant
Lender thereof.

2.7 Limitations on Eurodollar Tranches.
Notwithstanding anything to the contrary in this Agreement, all
borrowings, conversions and continuations of Eurodollar Loans and all
selections of Interest Periods shall be in such amounts and be made
pursuant to such elections so that, (a) after giving effect thereto,
the aggregate principal amount of the Eurodollar Loans comprising each
Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof and (b) no more than twenty Eurodollar
Tranches shall be outstanding at any one time.

2.8 Interest
Rates and Payment Dates. (a) Each Eurodollar Loan shall bear
interest for each day during each Interest Period with respect thereto
at a rate per annum equal to the Eurodollar Rate determined for such
day plus the Applicable Margin.

18








(b) Each ABR Loan shall bear interest at
a rate per annum equal to the ABR.

(c) (i) So long as any Event
of Default shall have occurred and be continuing, the principal amount
of all Loans shall bear interest at a rate per annum equal to the rate
that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section plus 2% and (ii) if all or a
portion of any interest payable on any Loan or any Commitment Fee or
Utilization Fee or other amount payable hereunder shall not be paid
when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum
equal to the rate then applicable to ABR Loans plus 2%,
in each case as described in this clause (ii), from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).

(d) Interest shall be payable in arrears on each
Interest Payment Date, provided that interest accruing
pursuant to paragraph (c) of this Section shall be payable from time to
time on demand.

2.9 Computation of Interest and Fees.
Interest and fees payable pursuant hereto shall be calculated on the
basis of a 360-day year for the actual days elapsed, except that, with
respect to ABR Loans the rate of interest on which is calculated on the
basis of the Federal Funds Effective Rate, the interest thereon shall
be calculated on the basis of a 365- (or 366, as the case may be) day
year for the actual days elapsed. The Administrative Agent shall as
soon as practicable notify the Company and the relevant Lenders of each
determination of a Eurodollar Rate. Any change in the interest rate on
a Loan resulting from a change in the ABR or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on
the day on which such change becomes effective. The Administrative
Agent shall as soon as practicable notify the Company and the relevant
Lenders of the effective date and the amount of each such change in
interest rate. Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall
be conclusive and binding on each Borrower and the Lenders in the
absence of manifest error. The Administrative Agent shall deliver to
the Company a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to
Section 2.8(a).

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

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

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

the Administrative Agent shall give telecopy or
telephonic notice thereof to the Company and the relevant Lenders as
soon as practicable thereafter. Upon receipt of such notice, the
Borrower may revoke any notice of borrowing, conversion or continuation
then submitted by it. If the Borrower does not revoke such notice, then
(x) any Eurodollar Loans requested to be made on the first day of such
Interest Period shall be made as ABR Loans, (y)  any Loans that
were to have been converted on the first day of such Interest Period to
Eurodollar Loans shall be continued as ABR Loans and (z) any
outstanding Eurodollar Loans shall be converted, on the last day of the
then-current Interest Period, to ABR Loans. Until such notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans
shall be made or continued as such, nor shall the Company have the
right to convert Loans to Eurodollar Loans.

2.11 Pro Rata
Treatment and Payments. (a) Each borrowing by any Borrower from
the Lenders hereunder and any reduction of the Commitments of the
Lenders shall be made pro rata according to the Lenders'
respective Commitments, and each payment by any Borrower on account of
any Commitment Fee or Utilization Fee shall be distributed by the
Administrative Agent pro rata to each Lender according to the
respective amounts thereof owing pursuant to Section 2.3(a) or Section
2.3(b), as the case may be.

19








(b) Each payment (including each
prepayment) by any Borrower on account of principal of and interest on
the Loans made to it shall be made pro rata according
to the respective outstanding principal amounts of such Loans then held
by the Lenders.

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

(d) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not
make the amount that would constitute its share of such borrowing
available to the Administrative Agent, the Administrative Agent may
assume that such Lender is making such amount available to the
Administrative Agent, and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrowers a corresponding
amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender
shall pay to the Administrative Agent, on demand, such amount with
interest thereon, at a rate equal to the greater of (i) the Federal
Funds Effective Rate and (ii) a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank
compensation, for the period until such Lender makes such amount
immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any
amounts owing under this paragraph shall be conclusive in the absence
of manifest error. If such Lender's share of such borrowing is
not made available to the Administrative Agent by such Lender within
three Business Days after such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at
the rate per annum applicable to ABR Loans, on demand, from the
Borrowers.

(e) Unless the Administrative Agent shall have been
notified in writing by the Company prior to the date of any payment due
to be made by any Borrower hereunder that such Borrower will not make
such payment to the Administrative Agent, the Administrative Agent may
assume that such Borrower is making such payment, and the
Administrative Agent may, but shall not be required to, in reliance
upon such assumption, make available to the Lenders their respective
pro rata shares of a corresponding amount. If such
payment is not made to the Administrative Agent by such Borrower within
three Business Days after such due date, the Administrative Agent shall
be entitled to recover, on demand, from each Lender to which any amount
which was made available pursuant to the preceding sentence, such
amount with interest thereon at the rate per annum equal to the daily
average Federal Funds Effective Rate. Nothing herein shall be deemed to
limit the rights of the Administrative Agent or any Lender against such
Borrower.

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

(i) shall subject any Lender to any
tax of any kind whatsoever with respect to this Agreement, any Letter
of Credit, any Application or any Eurodollar Loan made by it, or change
the basis of taxation of payments to such Lender in respect thereof
(except for Non-Excluded Taxes covered by Section 2.13 and changes in
the rate of tax on the overall net income of such Lender);

20








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

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

and the result of any of the foregoing is to increase
the cost (excluding taxes) to such Lender, by an amount that such
Lender deems to be material, of making, converting into, continuing or
maintaining Eurodollar Loans, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower to
which such Loans were made shall pay such Lender any additional amounts
necessary to compensate such Lender for such increased cost (excluding
taxes) or reduced amount receivable. If any Lender becomes entitled to
claim any additional amounts pursuant to this paragraph, it shall
promptly notify the Company (with a copy to the Administrative Agent)
of the event by reason of which it has become so entitled.

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

(c) A certificate as to any
additional amounts payable pursuant to this Section submitted by any
Lender to the Company (with a copy to the Administrative Agent) shall
be conclusive in the absence of manifest error. The Borrower shall pay
such Lender the amount shown as due on such certificate within 10
Business Days after receipt by the Borrower. Notwithstanding anything
to the contrary in this Section, the Company shall not be required to
compensate a Lender pursuant to this Section for any amounts incurred
more than six months prior to the date that such Lender notifies the
Company of such Lender's intention to claim compensation
therefor; provided that, if the circumstances giving rise to
such claim have a retroactive effect, then such six-month period shall
be extended to include the period of such retroactive effect. The
obligations of the Company pursuant to this Section shall survive the
termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

2.13 Taxes. (a) All
payments made by (or on behalf of) any Borrower under this Agreement
shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding Excluded Taxes. If
any such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions or withholdings ("Non-Excluded
Taxes") or Other Taxes are required to be deducted or
withheld from any amounts payable to the Administrative Agent or any
Lender hereunder, (i) the amounts so payable to the Administrative
Agent or such Lender shall be increased to the extent necessary to
yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes and Other Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this
Agreement, (ii) the Borrower shall deduct or withhold such amounts and
(iii) the Borrower shall pay the full amount deducted or withheld to
the relevant Governmental Authority in accordance with Applicable Law;
provided, however, that no Borrower shall be required 

21









to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes that are attributable to
such Lender's failure to comply with the requirements of
paragraph (e) of this Section.

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

(c) Each Borrower shall
indemnify the Administrative Agent and each Lender, within 10 days
after written demand therefor, for the full amount of any Non-Excluded
Taxes or Other Taxes paid by the Administrative Agent or such Lender,
as the case may be, on or with respect to any payment by or on account
of any obligation of such Borrower hereunder (including Non-Excluded
Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section 2.13) and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether
or not such Non-Excluded Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to
such Borrower by a Lender or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

(d) Whenever any Non-Excluded Taxes or Other Taxes are
payable by a Borrower, as promptly as possible thereafter such Borrower
shall send to the Administrative Agent for its own account or for the
account of the relevant Lender, as the case may be, a certified copy of
an original official receipt received by such Borrower showing payment
thereof.

(e) A Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to
the Borrower (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law or reasonably requested by the
Borrower, such properly completed and executed documentation prescribed
by applicable law as will permit such payments to be made without
withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation
and in such Lender's judgment such completion, execution or
submission would not materially prejudice the legal position of such
Lender. To the extent the Borrower is a "U.S.
Person" as defined in Section 7701(a)(30) of the Code (a
"U.S. Borrower"), each Lender (or
Transferee) that is not a U.S. Person (a
"Non-U.S. Lender") shall
deliver to the U.S. Borrower and the Administrative Agent (or, in the
case of a Participant, to the Lender from which the related
participation shall have been purchased) two copies of either U.S.
Internal Revenue Service Form W-8BEN, Form W-8ECI or, in the case of a
Transferee, a Form W-81MY, or, in the case of a Non-U.S. Lender
claiming exemption from U.S. federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of
"portfolio interest", a statement
substantially in the form of Exhibit F and a Form W-8BEN or,
in the case of a Transferee, a Form W-8IMY, or any subsequent versions
thereof or successors thereto, properly completed and duly executed by
such Non-U.S. Lender claiming complete exemption from, or a reduced
rate of, U.S. federal withholding tax on all payments by the U.S.
Borrower under this Agreement and the other Loan Documents. Such forms
shall be delivered by each Non-U.S. Lender within 10 Business Days of
the request by the U.S. Borrower. Each Non-U.S. Lender shall promptly
notify the U.S. Borrower at any time it determines that it is no longer
in a position to provide any previously delivered certificate to the
U.S. Borrower (or any other form of certification adopted by the U.S.
taxing authorities for such purpose). If any Non-U.S. Lender provides a
Form W-8IMY, such Non-U.S. Lender must also attach the additional
documentation that must be transmitted with the Form W-8IMY, including
the appropriate forms described in this Section 2.13(e).

(f) The
agreements in this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable
hereunder.

2.14 Indemnity. Each Borrower agrees to
indemnify each Lender for, and to hold each Lender harmless from, any
loss or expense that such Lender may sustain or incur as a consequence
of (a)  default by such Borrower in making a borrowing of,
conversion into or continuation of Eurodollar Loans after the Company
has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by such Borrower in making
any prepayment of or conversion from Eurodollar Loans after the Company
has given a notice thereof in accordance with the provisions of


22









this Agreement or (c) the making of a
prepayment of Eurodollar Loans on a day that is not the last day of an
Interest Period with respect thereto. Such indemnification may include
an amount equal to the excess, if any, of (i) the amount of interest
that would have accrued on the amount so prepaid, or not so borrowed,
converted or continued, for the period from the date of such prepayment
or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert
or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for
such Loans provided for herein (excluding, however, the Applicable
Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) that would have accrued to such
Lender on such amount by placing such amount on deposit for a
comparable period with leading banks in the interbank eurodollar
market. A certificate as to any amounts payable pursuant to this
Section submitted to the Borrower by any Lender shall be conclusive in
the absence of manifest error. This covenant shall survive the
termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

2.15 Change of Lending
Office. Each Lender agrees that, upon the occurrence of any event
giving rise to the operation of Section 2.12 or 2.13(a) with respect to
such Lender, it will, if requested by the Company, use reasonable
efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event
or assign its rights and obligations hereunder to an Affiliate with the
object of avoiding the consequences of such event; provided,
that such designation or assignment is made on terms that, in the sole
judgment of such Lender, cause such Lender and its lending office(s) or
such Affiliate, as the case may be, to suffer no economic, legal or
regulatory disadvantage, and provided, further, that nothing in this
Section shall affect or postpone any of the obligations of any Borrower
or the rights of any Lender pursuant to Section 2.12 or 2.13(a).

2.16 Replacement of Lenders. The Company shall be permitted
to replace any Lender that (a) requests reimbursement for amounts owing
pursuant to Section 2.12 or 2.13(a), (b) defaults in its obligation to
make Loans hereunder or (c) refuses to consent to any waiver or
amendment with respect to any Loan Document that requires the approval
of each Lender and that has been consented to by the Required Lenders,
with a replacement financial institution; provided that (i)
such replacement does not conflict with any Requirement of Law, (ii) no
Event of Default or Default shall have occurred and be continuing at
the time of such replacement, (iii) prior to any such replacement, such
Lender shall, within 30 days of the Company's request have taken
no action under Section 2.15 that eliminates the continued need for
payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the
replacement financial institution shall purchase, at par, all Loans and
other amounts (including accrued interest) owing to such replaced
Lender on or prior to the date of replacement, (v) the Borrowers shall
be liable to such replaced Lender under Section 2.14 if any Eurodollar
Loan owing to such replaced Lender shall be purchased other than on the
last day of the Interest Period relating thereto as if it were prepaid
on the date of such purchase, (vi) the replacement financial
institution shall be reasonably satisfactory to each Issuing Lender
and, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to
make such replacement in accordance with the provisions of Section 11.6
(provided that the Company shall be obligated to pay the
portion of the registration and processing fee referred to therein),
(viii) until such time as such replacement shall be consummated, the
Borrowers shall pay all additional amounts (if any) required pursuant
to Section 2.12 or 2.13(a), as the case may be, and (ix)  any
such replacement shall not be deemed to be a waiver of any rights that
the Borrower, the Administrative Agent or any other Lender shall have
against the replaced Lender.

SECTION 3.    LETTERS OF
CREDIT

3.1 L/C Commitment. (a) Subject to the terms and
conditions hereof, each Issuing Lender, in reliance on the agreements
of the other Lenders set forth in Section 3.4(a), agrees to issue
letters of credit ("Letters of
Credit") for the account of the Borrowers on any
Business Day during the Commitment Period in such form as may be
approved from time to time by such Issuing Lender; provided
that such Issuing Lender shall have no obligation to issue any Letter
of Credit if, after giving effect to such issuance, the aggregate
amount of the Available Commitments would be less than zero


23









and, provided, further,
that, if any Issuing Lender shall issue any Letter of Credit that
results in the aggregate amount of the Available Commitments being less
than zero without having received prior written confirmation from the
Administrative Agent that the issuance of such Letter of Credit would
not result in the aggregate amount of the Available Commitments being
less than zero, the provisions of Section 3.4 shall be applicable to
such Letter of Credit only to the extent of the portion thereof (the
"Participated Portion") that, if
such Letter of Credit had been issued in an amount equal to the
Participated Portion, would not have resulted in the aggregate amount
of the Available Commitment being less than zero and the portion of
such Letter of Credit (and any related Reimbursement Obligations) that
does not constitute the Participated Portion shall be subject and
subordinate in right of payment and as to priority of the security
provided by the Collateral to all other Obligations. Each Letter of
Credit shall (i) be denominated in Dollars or Pounds Sterling and (ii)
expire no later than the earlier of (x) the first anniversary of its
date of issuance and (y) the date that is five Business Days prior to
the Termination Date, provided that any Letter of Credit with
a one-year term may provide for the renewal thereof at the option of
the applicable Borrower for additional one-year periods (which shall in
no event extend beyond the date referred to in clause (y) above), so
long as the Issuing Lender of such Letter of Credit has the right to
refuse to extend such Letter of Credit if at the time of such refusal
the applicable Borrower would be unable to satisfy the conditions set
forth in Section 5.2.

(b) No Issuing Lender shall at any time be
obligated to issue (i) any Letter of Credit if such issuance would
conflict with, or cause such Issuing Lender or any L/C Participant to
exceed any limits imposed by, any applicable Requirement of Law or (ii)
any Secured Letter of Credit on behalf of any Borrower if (x) the then
Borrowing Base of such Borrower would be less than such
Borrower's aggregate Secured L/C Obligations after giving effect
to the issuance of such Secured Letter of Credit, (y) all cash and
Eligible Securities constituting such Borrowing Base are not then held
in a Collateral Account of such Borrower established pursuant to
Section 4.02 of the Security Agreement or (z) the issuance of such
Secured Letter of Credit would cause the Dollar Amount of the aggregate
undrawn and unexpired face amount of Secured Letters of Credit issued
for the account of all Borrowers hereunder to exceed $250,000,000.
Prior to issuing any Secured Letter of Credit, the applicable Issuing
Lender shall obtain confirmation from the Administrative Agent that the
requirements imposed by clause (ii) of the preceding sentence shall be
satisfied.

3.2 Procedure for Issuance of Letter of
Credit. Any Borrower may from time to time request that an Issuing
Lender issue a Letter of Credit by delivering to such Issuing Lender at
its address for notices specified herein an Application therefor,
indicating whether such Letter of Credit is to be a Secured Letter of
Credit or an Unsecured Letter of Credit and otherwise completed to the
satisfaction of such Issuing Lender, and such other certificates,
documents and other papers and information as such Issuing Lender may
request; provided that in no event shall any Issuing Lender
other than Barclays Bank PLC and, with the consent of the
Administrative Agent, one other Issuing Lender (and any of their
respective Affiliates) issue any Letter of Credit denominated in Pounds
Sterling. Upon receipt of any Application, the applicable Issuing
Lender will process such Application and the certificates, documents
and other papers and information delivered to it in connection
therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event
shall any Issuing Lender be required to issue any Letter of Credit
earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such
Letter of Credit to the beneficiary thereof or as otherwise may be
agreed to by such Issuing Lender and such Borrower. Such Issuing Lender
shall furnish a copy of such Letter of Credit to such Borrower promptly
following the issuance thereof. Each Issuing Lender shall promptly
furnish to the Administrative Agent, which shall in turn promptly
furnish to the Lenders, notice of the issuance of each Letter of Credit
(including the amount thereof).

3.3 Fees and Other
Charges. (a) The applicable Borrower will pay to the
Administrative Agent, for the account of the Lenders, a fee on the
undrawn and unexpired face amount (calculated, in the case of any
Letter of Credit denominated in Pounds Sterling, on the basis of the
Exchange Rate in effect on the date payment of such fee is due) of each
Letter of Credit issued on its behalf at a per 

24









annum rate equal to the Applicable Margin
then in effect with respect to Eurodollar Loans. Such fees shall be
payable quarterly in arrears on each Fee Payment Date after the
issuance date. The Administrative Agent will promptly pay to the
Lenders their pro rata shares of any amounts received from the
Borrowers in respect of any such fees.

(b) The applicable
Borrower shall pay to each Issuing Lender for its own account a
fronting fee at a rate per annum as agreed between such Borrower and
such Issuing Lender on the undrawn and unexpired amount of each Letter
of Credit issued on its behalf, payable quarterly in arrears on each
Fee Payment Date after the issuance date.

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

3.4 L/C Participations. (a) Each Issuing
Lender irrevocably agrees to grant and hereby grants to each L/C
Participant, and, to induce such Issuing Lender to issue Letters of
Credit, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from such Issuing Lender, on the terms
and conditions set forth below, for such L/C Participant's own
account and risk an undivided interest equal to such L/C
Participant's Commitment Percentage in such Issuing
Lender's obligations and rights under and in respect of each
Letter of Credit and the amount of each draft paid by such Issuing
Lender thereunder. Each L/C Participant agrees with each Issuing Lender
that, if a draft is paid under any Letter of Credit for which such
Issuing Lender is not reimbursed in full by the applicable Borrower in
accordance with the terms of this Agreement, such L/C Participant shall
pay to such Issuing Lender upon demand at such Issuing Lender's
address for notices specified herein an amount in Dollars equal to such
L/C Participant's Commitment Percentage of (i) the amount of such
draft, or any part thereof, that is paid in Dollars and is not so
reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at
the time such draft is paid, of the amount of such draft, or any part
thereof, that is paid in Pounds Sterling and is not so reimbursed. Each
L/C Participant's obligation to pay such amount shall be absolute
and unconditional and shall not be affected by any circumstance,
including (i) any setoff, counterclaim, recoupment, defense or other
right that such L/C Participant may have against the applicable Issuing
Lender, any Borrower or any other Person for any reason whatsoever,
(ii) the occurrence or continuance of a Default or an Event of Default
or the failure to satisfy any of the other conditions specified in
Section 5, (iii) any adverse change in the condition (financial or
otherwise) of any Borrower, (iv) any breach of this Agreement or any
other Loan Document by any Borrower or any other L/C Participant or (v)
any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing

(b) If any amount required to be
paid by any L/C Participant to an Issuing Lender pursuant to Section
3.4(a) in respect of any unreimbursed portion of any payment made by
such Issuing Lender under any Letter of Credit is paid to such Issuing
Lender within three Business Days after the date such payment is due,
such L/C Participant shall pay to such Issuing Lender on demand an
amount equal to the product of (i) such amount, times (ii) the daily
average Federal Funds Effective Rate during the period from and
including the date such payment is required to the date on which such
payment is immediately available to such Issuing Lender, times (iii) a
fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360. If any such
amount required to be paid by any L/C Participant pursuant to Section
3.4(a) is not made available to the applicable Issuing Lender by such
L/C Participant within three Business Days after the date such payment
is due, such Issuing Lender shall be entitled to recover from such L/C
Participant, on demand, such amount with interest thereon calculated
from such due date at the rate per annum applicable to ABR Loans. A
certificate of an Issuing Lender submitted to any L/C Participant with
respect to any amounts owing under this Section shall be conclusive in
the absence of manifest error.

(c) Whenever, at any time after
the applicable Issuing Lender has made payment under any Letter of
Credit and has received from any L/C Participant its prorata share of such payment in accordance with Section 3.4(a),
such Issuing Lender receives any payment related to such Letter of
Credit (whether directly from the applicable Borrower or otherwise,
including proceeds of collateral 

25









applied thereto by such Issuing Lender), or
any payment of interest on account thereof, such Issuing Lender will
distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that
any such payment received by such Issuing Lender shall be required to
be returned by such Issuing Lender, such L/C Participant shall return
to such Issuing Lender the portion thereof previously distributed by
such Issuing Lender to it.

(d) This Section 3.4 shall be subject
to the provisions of the second proviso to the first sentence of
Section 3.1(a).

3.5 Reimbursement Obligation of the
Borrowers. If any draft is paid under any Letter of Credit, the
applicable Borrower shall reimburse the applicable Issuing Lender for
the amount of (a) the draft so paid and (b) any taxes, fees, charges or
other costs or expenses incurred by such Issuing Lender in connection
with such payment, not later than 12:00 Noon, New York City time, on
(i) the Business Day that such Borrower receives notice of such draft,
if such notice is received on such day prior to 10:00 A.M., New York
City time, or (ii) if clause (i) above does not apply, the Business Day
immediately following the day that such Borrower receives such notice.
Each such payment shall be made to the applicable Issuing Lender at its
address for notices specified herein in Dollars and in immediately
available funds, and each such payment in respect of a draft paid as
described in clause (a) of the first sentence of this Section shall be
in an amount equal to (i) if such draft shall be paid in Dollars, the
amount so paid or (ii) if such draft shall be paid in Pounds Sterling,
the Dollar Equivalent thereof using the Exchange Rate at the time such
draft is so paid. Interest shall be payable on any such amounts from
the date on which the relevant draft is paid until payment in full at
the rate set forth in (x) until the Business Day next succeeding the
date of the relevant notice, Section 2.8(b) and (y) thereafter, Section
2.8(c).

3.6 Obligations Absolute. The Borrowers'
obligations under this Section 3 shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that any Borrower may have or have
had against any Issuing Lender, any beneficiary of a Letter of Credit
or any other Person. The Borrowers also agree with each Issuing Lender
that such Issuing Lender shall not be responsible for, and the
Borrowers' Reimbursement Obligations under Section 3.5 shall not
be affected by, among other things, the validity or genuineness of
documents or of any endorsements thereon, even though such documents
shall in fact prove to be invalid, fraudulent or forged, or any dispute
between or among any Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be
transferred or any claims whatsoever of any Borrower against any
beneficiary of such Letter of Credit or any such transferee. No Issuing
Lender shall be liable for any error, omission, interruption or delay
in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors
or omissions found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Issuing Lender. The Borrowers agree that any
action taken or omitted by the applicable Issuing Lender under or in
connection with any Letter of Credit or the related drafts or
documents, if done in the absence of gross negligence or willful
misconduct, shall be binding on the Borrower and shall not result in
any liability of such Issuing Lender to any Borrower.

3.7
Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the applicable Issuing Lender shall
promptly notify the applicable Borrower of the date and amount thereof.
The responsibility of the applicable Issuing Lender to the applicable
Borrower in connection with any draft presented for payment under any
Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of
Credit in connection with such presentment are substantially in
conformity with such Letter of Credit.

3.8
Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the
provisions of this Section 3, the provisions of this Section 3 shall
apply.

3.9 Additional Issuing Lenders. The Borrower
may, at any time and from time to time with the consent of the
Administrative Agent (which consent shall not be unreasonably withheld)
and such Lender, designate one or more additional Lenders to act as an
issuing lender under the terms of this 

26









Agreement; provided that the total number of
Issuing Lenders at any time shall not exceed four. Any Lender
designated as an Issuing Lender pursuant to this Section 3.9 shall be
deemed to be an "Issuing Lender" for the
purposes of this Agreement (in addition to being a Lender) with respect
to Letters of Credit issued by such Lender.

3.10
Reporting. Unless the Administrative Agent otherwise agrees,
each Issuing Lender will report in writing to the Administrative Agent
(i) on the first Business Day of each week and on the second Business
Day to occur after the last day of each March, June, September and
December, and on such other dates as the Administrative Agent may
reasonably request, the daily activity during the preceding week,
calendar quarter or other period, as the case may be, with respect to
Letters of Credit issued by it, including the aggregate outstanding L/C
Obligations with respect to such Letters of Credit on each day during
such week, quarter or other period, in such form and detail as shall be
satisfactory to the Administrative Agent, (ii) on any Business Day on
which the Borrower fails to pay any Reimbursement Obligation required
to be reimbursed to such Issuing Lender on such day, the date of such
failure and the amount of such Reimbursement Obligation and (iii) such
other information with respect to Letters of Credit issued by such
Issuing Lender as the Administrative Agent may reasonably request.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce
the Administrative Agent and the Lenders to enter into this Agreement
and to make the Extensions of Credit, the Company hereby represents and
warrants to the Administrative Agent and each Lender that:

4.1
Financial Conditions. The audited consolidated balance sheet
of the Company and its Subsidiaries as at December 31, 2004, and the
related consolidated statement of comprehensive income and of cash
flows for the fiscal year ended on such date, reported on by and
accompanied by an unqualified report from KPMG Audit Plc, present
fairly the consolidated financial condition of the Company and its
Subsidiaries as at such date, and the consolidated results of its
operations and its consolidated cash flows for the fiscal year then
ended. The unaudited consolidated balance sheet of the Company and its
Subsidiaries as at March 31, 2005, and the related unaudited
consolidated statements of comprehensive income and cash flows for the
three-month period ended on such date, present fairly the consolidated
financial condition of the Company and its Subsidiaries as at such
date, and the consolidated results of its operations and its
consolidated cash flows for the three-month period then ended (subject
to normal year-end audit adjustments). All such financial statements,
including the related schedules and notes thereto, have been prepared
in accordance with GAAP applied consistently throughout the periods
involved (except as approved by the aforementioned firm of accountants
and disclosed therein). No Group Member has any material Guarantee
Obligations, contingent liabilities and liabilities for taxes, or any
long-term leases or unusual forward or long-term commitments, including
any Swap Contracts, that are not reflected in the most recent financial
statements referred to in this paragraph. During the period from
December 31, 2004 to and including the date of this Agreement there has
been no Disposition by any Group Member of any material part of its
business or property.

4.2 No Change. Since December 31,
2004, there has been no development or event that has had or could
reasonably be expected to have a Material Adverse Effect.

4.3
Existence; Compliance with Law. Each Group Member (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the power and authority, and
the legal right, to own and operate its property, to lease the property
it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign corporation or
other organization and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification except where the
failure to so qualify would not have a Material Adverse Effect and (d)
is in compliance with all Requirements of Law (including but not
limited to, the Bermuda Companies Law and Bermuda Insurance Law as
applicable to the Company and each Subsidiary organized under the laws
of Bermuda) except to the extent that the failure to comply therewith
could not, in the 

27









aggregate, reasonably be expected to have a
Material Adverse Effect. Neither the Company nor any Subsidiary is
subject to any Private Act.

4.4 Power; Authorization;
Enforceable Obligations (a) Each Borrower has or will have the
power and authority, and the legal right, to make, deliver and perform
the Loan Documents to which it is a party and to obtain Loans
hereunder, and each Borrower has or will have taken all necessary
organizational action to authorize the execution, delivery and
performance of the Loan Documents to which it is a party and to
authorize the borrowings on the terms and conditions of this Agreement.
No consent or authorization of, filing with, notice to or other act by
or in respect of, any Governmental Authority or any other Person is
required in connection with the Loans hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or
any of the Loan Documents, except consents, authorizations, filings and
notices described in Schedule 4.4, which consents,
authorizations, filings and notices have been obtained or made and are
in full force and effect. Each Loan Document has been duly executed and
delivered on behalf of each Borrower which is a party thereto. This
Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Borrower
which is a party thereto, enforceable against each Borrower in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law).

(b) Under the laws
of Bermuda in force at the date hereof, none of the Borrowers will be
required to make any deduction or withholding from any payment it may
make hereunder or under the Notes.

(c) Under the laws of
Bermuda, the claims of the Collateral Agent and the Lenders against
each Borrower under this Agreement and the Notes will rank at least
pari passu with the claims of all its other unsecured
creditors, except creditors whose claims are preferred solely by any
bankruptcy, insolvency or other similar law of general application
governing the enforcement of creditors' rights.

(d) In any
proceedings taken in Bermuda in relation to this Agreement, the choice
of New York law as the governing law of this Agreement, and any
judgment obtained in the United States, will be recognized and enforced
(other than a judgment for a sum payable in respect of taxes or other
charges of a like nature, or in respect of multiple damages as defined
in The Protection of Trading Interests Act 1981 of Bermuda).

(e)
Under the laws of Bermuda it is not necessary that this Agreement, the
Notes or any other Loan Document be filed, recorded or enrolled with
any court or other authority in such jurisdiction or that any stamp,
registration or similar tax be paid on or in relation with this
Agreement, the Notes or such other Loan Document.

4.5 No
Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the borrowings hereunder and
the use of the proceeds thereof will not violate any Requirement of Law
or any Contractual Obligation of any Group Member and will not result
in, or require, the creation or imposition of any Lien on any of their
respective properties or revenues pursuant to any Requirement of Law or
any such Contractual Obligation (other than the Liens created by the
Security Documents and except, in the case of Contractual Obligations,
to the extent that the failure of any of the statements in this Section
4.5 to be accurate could not reasonably be expected to have a Material
Adverse Effect).

4.6 Litigation. No litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending, or, to the knowledge of any Borrower, threatened,
by or against any Group Member or against any of their respective
properties or revenues (a) with respect to any of the Loan Documents or
any of the transactions contemplated hereby or thereby, or (b) that
could reasonably be expected to have a Material Adverse Effect.

4.7 No Default. No Group Member is in default under or with
respect to any of its Contractual Obligations in any respect that could
reasonably be expected to have a Material Adverse Effect. No Default or
Event of Default has occurred and is continuing.

28








4.8 Ownership of Property;
Liens. Each of the Company and each Material Subsidiary has good
title to, or a valid leasehold interest in all its real and personal
property material to its business except for minor defects in title
that could not reasonably be expected to have a Material Adverse
Effect, and none of such property is subject to any Lien not permitted
by Section 7.6.

4.9 Taxes. Each Group Member has filed
or caused to be filed all Federal, state and other material tax returns
that are required to be filed and has paid all taxes shown to be due
and payable on said returns (other than any the amount or validity of
which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP
have been provided on the books of the relevant Group Member except to
the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect); no material tax Lien has been filed,
and, to the knowledge of any Borrower, no claim is being asserted, with
respect to any such tax, fee or other charge.

4.10 Federal
Regulations. No part of the proceeds of any Loans, and no other
extensions of credit hereunder, will be used for
"buying" or
"carrying" any "margin
stock" within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter
in effect. If requested by any Lender or the Administrative Agent, the
Company will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements
of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation
U.

4.11 ERISA. Neither a Reportable Event nor an
"accumulated funding deficiency" (within the
meaning of Section  412 of the Code or Section 302 of ERISA) has
occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and
each Plan has complied in all material respects with the applicable
provisions of ERISA and the Code. No termination of a Single Employer
Plan has occurred, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period. The present value of all accrued
benefits under each Single Employer Plan (based on those assumptions
used to fund such Plans) did not, as of the last annual valuation date
prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued
benefits by a material amount. None of the Borrowers nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan that has resulted or could reasonably be expected to
result in a material liability under ERISA, and none of the Borrowers
nor any Commonly Controlled Entity would become subject to any material
liability under ERISA if such Borrower or any such Commonly Controlled
Entity were to withdraw completely from all Multiemployer Plans as of
the valuation date most closely preceding the date on which this
representation is made or deemed made. No such Multiemployer Plan is in
Reorganization or Insolvent.

4.12 Investment Company
Act. No Borrower is an "investment
company", or a company
"controlled" by an "investment
company", within the meaning of the Investment Company Act
of 1940, as amended.

4.13 Subsidiaries. Schedule
4.13 sets forth, as of the date of this Agreement, the name and
jurisdiction of incorporation of each Subsidiary and, as to each such
Subsidiary, the percentage of each class of Capital Stock owned by any
Borrower, and such Schedule indicates each Subsidiary Borrower as of
such date.

4.14 Use of Proceeds. The proceeds of the
Extensions of Credit shall be used (i) to provide funding for the
Insurance Subsidiaries of the Company; (ii) to finance the working
capital needs of the Company and its Subsidiaries and (iii) for general
corporate purposes of the Company and its Subsidiaries.

4.15
Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

(a)
none of the Group Members has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other
approval required under any Environmental Law;

(b) none of the
Group Members has become subject to liability under any Environmental
Law;

29








(c) none of the Group Members has
received notice of any claim with respect to any liability under any
Environmental Law;

(d) the facilities and properties owned,
leased or operated by any Group Member (the
"Properties") do not contain any Hazardous
Materials in amounts or concentrations or under circumstances that
could reasonably be expected to give rise to liability under any
Environmental Law; and

(e) Hazardous Materials have not been
transported or disposed by any Group Member in a manner or to a
location that could reasonably be expected to give rise to liability
under any Environmental Law.

4.16 Accuracy of Information,
etc. To the best of the Company's knowledge, the
Confidential Information Memorandum, taken as a whole, is correct in
all material respects as of the date thereof and does not, as of the
date thereof, contain any untrue statement of a material fact or omit
any material fact necessary to make the statements therein (taken as a
whole) not misleading as of such date in light of the circumstances
under which they made; provided, however, that this
representation does not extend to (i) any projections and other forward
looking statements contained in the Confidential Information Memorandum
(the "Projections") and (ii)
information in the Confidential Information Memorandum which is
referenced to a specific source or derived from public or other
sources. The Projections contained in the Confidential Information
Memorandum have been prepared in good faith based upon assumptions
reasonably believed by the Company to be reasonable at the time of
preparation, it being understood, and the Administrative Agent and each
Lender understands that the Projections are subject to significant
uncertainties and contingencies many of which are beyond the control of
the Company and there can be no assurances that such Projections will
be realized.

No written statement or information delivered by
any Borrower to the Administrative Agent, the Collateral Agent or the
Lenders contained in this Agreement or any other Loan Document, taken
as a whole, contains any untrue statement of a material fact or omits
any material fact necessary to make the statements therein (taken as a
whole) not misleading as of the date of such statement or information
in light of the circumstances under which they were provided.

SECTION 5. CONDITIONS PRECEDENT

5.1 Conditions
to Initial Extensions of Credit. The agreement of each Lender to
make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior to or concurrently with the making
of such extension of credit, of the following conditions precedent:

(a) Credit Agreement; Security Documents. The
Administrative Agent shall have received (i)  this Agreement,
executed and delivered by the Administrative Agent, each Borrower and
each Person listed on Schedule 1.1, and (ii) each Security
Document, executed and delivered by each Borrower.

(b)
Fees. The Lenders, the Administrative Agent and the Collateral
Agent shall have received all fees required to be paid, and all
expenses for which invoices have been presented (including the
reasonable fees and expenses of legal counsel), on or before the
Closing Date. All such amounts will be paid with proceeds of Loans made
on the Closing Date and will be reflected in the funding instructions
given by the Company to the Administrative Agent on or before the
Closing Date.

(c) Closing Certificate; Certified Certificate
of Incorporation; Good Standing Certificates. The Administrative
Agent shall have received (i) a certificate of the Company, dated the
Closing Date, substantially in the form of Exhibit C-1 and a
certificate of each other Borrower, dated the Closing Date,
substantially in the form of Exhibit C-2, in each case, with
appropriate insertions and attachments, including the Memorandum of
Association, Articles of Incorporation or other organizational
documents for each Borrower certified by the appropriate Governmental
Authority of Bermuda, in the case of the Company, and by the
appropriate Governmental Authority of the 

30









relevant jurisdiction of organization, in
the case of each other Borrower, and By-laws (or equivalent) for each
Borrower and (ii) a certificate of compliance/good standing for each
Borrower from its jurisdiction of organization.

(d) Legal
Opinions. The Administrative Agent shall have received the
following executed legal opinions:

(i) the legal
opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., New York counsel
to the Company and its Subsidiaries, substantially in the form of
Exhibit E-1;

(ii) the legal opinion of
Appleby, Spurling & Hunter counsel to the Company, substantially in
the form of Exhibit E-2; and

(iii) the
legal opinion of Simpson Thacher & Bartlett LLP, counsel to the
Administrative Agent, the Collateral Agent and the Lenders,
substantially in the form of Exhibit E-3.

Each such legal opinion shall cover such other
matters incident to the transactions contemplated by this Agreement as
the Administrative Agent may reasonably require.

(e)
Uniform Commercial Code Financing Statements All documents and
instruments, including Uniform Commercial Code financing statements,
required by law or reasonably requested by the Collateral Agent to be
filed, registered or recorded to create the Liens intended to be
created by the Security Agreement shall have been filed, registered or
recorded or delivered to the Collateral Agent for filing, registration
or recording.


(f) Termination of Terminating Credit
Agreements. The Administrative Agent shall have received a
certificate of a duly authorized officer of the Company stating that
the commitments of the lenders parties to the Terminating Credit
Agreements to make loans thereunder shall have been terminated, and all
outstanding loans made pursuant to the Terminating Credit Agreements
and all other obligations of the Borrowers thereunder shall have been
paid in full.

5.2 Conditions to Each Extension of
Credit. The agreement of each Lender to make any Extension of
Credit requested to be made by it on any date (including, without
limitation, its initial Extension of Credit) is subject to the
satisfaction of the following conditions precedent:

(a)  Representations and Warranties.
Each of the representations and warranties made by any Borrower in the
Loan Documents shall be true and correct on and as of such date as if
made on and as of such date (except where such representation and
warranty speaks of a specific date in which case such representation
and warranty shall be true and correct as of such date).

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

(c)  Company Guarantee. The
obligations of the Company under Section 10 in respect of the
Obligations of any other Borrower to or on behalf of which such
Extension of Credit is to be made shall remain in full force and
effect.

Each borrowing by and issuance of a Letter of
Credit on behalf of any Borrower hereunder shall constitute a
representation and warranty by such Borrower as of the date of such
Extension of Credit that the conditions contained in this Section 5.2
have been satisfied.

5.3 Conditions for Additional
Subsidiary Borrowers. Any Material Subsidiary set forth in a
written notification thereof delivered by the Company to the
Administrative Agent shall become a Subsidiary Borrower on the date
that the following conditions precedent shall have been satisfied:

(a)  Counterparts. The Administrative
Agent shall have received a Subsidiary Borrower Agreement duly executed
by such Subsidiary Borrower substantially in the form of Exhibit
J.

(b)  Closing Certificate;
Certified Certificate of Incorporation; Good Standing
Certificates. The Administrative Agent shall have received (i) a
certificate of such Subsidiary Borrower 

31









substantially in the form of Exhibit
C-2, with appropriate insertions and attachments, including the
Memorandum of Association, Articles of Incorporation or other
organizational documents for such Subsidiary Borrower certified by the
appropriate Governmental Authority of such Subsidiary Borrower's
relevant jurisdiction of organization and the By-laws (or equivalent)
for such Subsidiary Borrower and (ii) a certificate of compliance/good
standing for such Subsidiary Borrower from its jurisdiction of
organization.

(c)  Legal
Opinions. The Administrative Agent shall have received an executed
legal opinion of counsel to each Subsidiary Borrower. Each such legal
opinion shall cover such other matters incident to the transactions
contemplated by this Agreement as the Administrative Agent may
reasonably require.

(d)  USA Patriot
Act. For purposes of compliance with the Patriot Act, the
Administrative Agent and each Lender shall have received from the
Company the following information with respect to such Material
Subsidiary at least five Business Days prior to its becoming a
Subsidiary Borrower, in the case of any Material Subsidiary that is
both a Wholly Owned Subsidiary and a Domestic Subsidiary, and at least
ten Business Days prior to its becoming a Subsidiary Borrower, in the
case of any other Subsidiary: (i) its full legal name; (ii) the address
of its principal place of business; and (iii) if such Material
Subsidiary is a Domestic Subsidiary, its United States tax
identification number.

SECTION 6. AFFIRMATIVE
COVENANTS

The Company hereby agrees that, so long as the
Commitments remain in effect, any Letter of Credit remains outstanding
or any Loan or other amount is owing to any Lender or the
Administrative Agent hereunder, the Company shall and shall cause each
of its Subsidiaries to:

6.1 Financial Statements.
Furnish to the Administrative Agent:

(a)
 as soon as available, but in any event within 90  days
after the end of each fiscal year of the Company, a copy of the audited
consolidated balance sheet of the Company and its consolidated
Subsidiaries as at the end of such year and the related audited
consolidated statements of comprehensive income and of cash flows for
such year, setting forth in each case in comparative form the figures
for the previous year certified by KPMG Audit Plc or other independent
certified public accountants of nationally recognized standing; and

(b) as soon as available, but in any event not later
than 45 days after the end of each of the first three quarterly periods
of each fiscal year of the Company, the unaudited consolidated balance
sheet of the Company and its consolidated Subsidiaries as at the end of
such quarter and the related unaudited consolidated statements of
comprehensive income and of cash flows for such quarter and the portion
of the fiscal year through the end of such quarter, setting forth in
each case in comparative form the figures for the previous year,
certified by a Responsible Officer as being fairly stated in all
material respects (subject to normal year-end audit adjustments and the
absence of footnotes).

    
All such financial
statements shall be complete and correct in all material respects and
shall be prepared in reasonable detail and in accordance with GAAP.
Documents required to be delivered pursuant to Section 6.1(a) or (b) or
Section 6.2(c) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically
and, if so delivered, shall be deemed to have been delivered on the
date (i) on which the Company posts such documents, or provides a link
thereto on the Company's website on the Internet; or (ii) on
which such documents are posted on the Company's behalf on an
Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent);
provided that: (x) the Company shall deliver paper copies of
such documents to the Administrative Agent or any Lender that requests
the Company to deliver such paper copies until a written request to
cease delivering paper copies is given by the Administrative Agent or
such Lender and (y) the Company shall notify the Administrative Agent
and each Lender (by telecopier or electronic mail) of the posting of
any such documents and provide to 

32









the Administrative Agent by electronic mail
electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the
Company shall be required to provide paper copies of the Compliance
Certificates required by Section 6.2(a) to the Administrative Agent.
Except for such Compliance Certificates, the Administrative Agent shall
have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no
responsibility to monitor compliance by the Company with any such
request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such
documents.

6.2 Certificates; Other Information. Furnish
to the Administrative Agent (or, in the case of clause (d), to the
relevant Lender):

(a) concurrently with the
delivery of any financial statements pursuant to Section 6.1, a
certificate of a Responsible Officer stating that, to the best of each
such Responsible Officer's knowledge, each Borrower during such
period has observed or performed all of its covenants and other
agreements, and satisfied every condition contained in this Agreement
and the other Loan Documents to which it is a party to be observed,
performed or satisfied by it, and that such Responsible Officer has
obtained no knowledge of any Default or Event of Default except as
specified in such certificate and a Compliance Certificate containing
all information and calculations necessary for determining compliance
by the Company with the provisions of Section 7.1 and Section 7.9 of
this Agreement as of the last day of the fiscal quarter or fiscal year
of the Company, as the case may be;

(b) within
45 days after the end of each fiscal quarter of the Company, a
narrative discussion and analysis of the consolidated financial
condition and results of operations of the Company and its Subsidiaries
for such fiscal quarter and for the period from the beginning of the
then current fiscal year to the end of such fiscal quarter, as compared
to the portion of the projections covering such periods and to the
comparable periods of the previous year (it being understood that the
delivery of the management's discussion and analysis of the Form
10-Q containing the financial statements delivered financial statements
delivered pursuant to Section 6.1 shall satisfy the requirement of this
Section 6.2(b));

(c) within five days after the
same are sent, copies of all financial statements and reports that the
Company sends to the holders of any class of its debt securities or
public equity securities and, within five days after the same are
filed, copies of all financial statements and reports that the Company
files with the SEC; and

(d) promptly, such
additional financial and other information regarding the business,
operations and financial conditions of the Company or any of its
Subsidiaries as any Lender may from time to time reasonably
request.

6.3 Payment of Obligations. Pay, discharge or
otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its material obligations of
whatever nature, except where the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been
provided on the books of the relevant Group Member or where the failure
to pay, discharge or satisfy would not reasonably be expected to have a
Material Adverse Effect.

6.4 Maintenance of Existence;
Compliance. (a)(i) Preserve, renew and keep in full force and
effect the organizational existence of the Company, each Material
Subsidiary and each Insurance Subsidiary and (ii) take all reasonable
action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, including, without
limitation, all required insurance licenses of each Material
Subsidiary, except, in each case, as otherwise permitted by Section 7.3
and except, in the case of each of clauses (i) and (ii) above, to the
extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (b) comply with all Requirements of Law
except to the extent that failure to comply therewith would not, in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

6.5 Maintenance of Property; Insurance.
(a)   Keep all property useful and necessary in the business of
the Company, each Material Subsidiary and each Insurance Subsidiary in
good working 

33









order and condition, ordinary wear and tear
excepted and (b)  maintain with financially sound and reputable
insurance companies insurance on all the property of the Company, each
Material Subsidiary and each Insurance Subsidiary in at least such
amounts and against at least such risks as are usually insured against
in the same general area by companies engaged in the same or a similar
business.

6.6 Inspection of Property; Books and Records;
Discussions. (a) Keep such books of records and account as are
necessary to permit the Company and its Subsidiaries to prepare
financial statements that are in conformity with GAAP and that are in
compliance with all Requirements of Law relating to the maintenance of
financial records (except, in the case of such Requirements of Law, to
the extent that the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect) and (b) permit
representatives of the Administrative Agent to visit and inspect any of
its properties and examine and make abstracts from any of its books and
records at any reasonable time and as often as may reasonably be
desired and to discuss the business, operations, properties and
financial and other condition of the Group Members with officers and
employees of the Group Members and with their independent certified
public accountants.

6.7 Notices. Promptly give notice
to the Administrative Agent and each Lender of:

(a) the occurrence of any Default or Event of
Default;

(b) any (i) default or event of default
under any Contractual Obligation of any Group Member or (ii)
litigation, investigation or proceeding that may exist at any time
between any Group Member and any Governmental Authority, that in either
case, if not cured or if adversely determined, as the case may be,
could reasonably be expected to have a Material Adverse Effect;

(c) any development or event that has had or could
reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall be
accompanied by a statement of a Responsible Officer setting forth
details of the occurrence referred to therein and stating what action
the relevant Group Member proposes to take with respect thereto.

6.8 Environmental Laws. Except as would not reasonably be
expected to result, individually or in the aggregate, in a Material
Adverse Effect, comply with all applicable Environmental Laws.

6.9 Hybrid Capital. Promptly give notice to the
Administrative Agent to the extent any instrument issued by the Company
that was previously classified in whole or in part as Hybrid Capital
ceases to be classified (in whole or in such part) as
"hybrid equity" by S&P.

SECTION 7. NEGATIVE COVENANTS

The Company hereby
agrees that, so long as the Commitments remain in effect, any Letter of
Credit remains outstanding or any Loan or other amount is owing to any
Lender or the Administrative Agent hereunder, the Company shall not,
and shall not permit any of its Subsidiaries to, directly or
indirectly:

7.1 Financial Condition Covenants.

(a) Consolidated Leverage Ratio. Permit the
Consolidated Leverage Ratio as at the last day of any fiscal quarter of
the Company to exceed 35%.

(b)
Consolidated Tangible Net Worth. Permit Consolidated Tangible
Net Worth as at any date to be less than the sum of (i) $1,106,175,000,
(ii) 50% of Consolidated Net Income during the period from
January 1, 2005 to and including such date and (iii) 50% of the
aggregate Net Cash Proceeds of all issuances by the Company of shares
of its Capital Stock during the period from January 1, 2005 to and
including such date.

7.2 Indebtedness. (a) With respect
to the Company, create, incur, assume or permit to exist any
Indebtedness, or agree, become or remain liable (contingent or
otherwise) to do any of the 

34









foregoing, except for the Obligations and,
so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, other Indebtedness which is
either pari passu in right of payment with, or
subordinated in right of payment to, the Obligations.

(b) With
respect to any Subsidiary of the Company, create, incur, assume or
permit to exist any Indebtedness, or agree, become or remain liable
(contingent or otherwise) to do any of the foregoing, except for:

(i) Indebtedness of any Borrower pursuant to any
Loan Document;

(ii)Indebtedness of any Group
Member to any other Group Member incurred in the ordinary course of
business;

(iii) Guarantee Obligations incurred
in the ordinary course of business by any Group Member of obligations
of any other Group Member;

(iv) Indebtedness
outstanding on the date hereof and listed on Schedule
7.2(b)(iv) and any refinancings, refundings, renewals or
extensions thereof (without increasing, or shortening the maturity of,
the principal amount thereof, except by an amount equal to any existing
commitments unutilized thereunder);

(v)
Indebtedness (including, without limitation, Capital Lease Obligations)
incurred in the ordinary course of business and secured by Liens
permitted by Section 7.6(h) in an aggregate principal amount not to
exceed $25,000,000 at any one time outstanding;

(vi) obligations (contingent or otherwise) existing
or arising under any Swap Contract, provided that such obligations are
(or were) entered into by such Subsidiary in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets or property held or
reasonably anticipated by such Subsidiary, or changes in the value of
securities issued by such Subsidiary, and not for purposes of
speculation or taking a "market view";

(vii)Indebtedness for letters of credit which have
been issued on behalf of any Insurance Subsidiary to or for the benefit
of reinsurance cedents or insurance clients in the ordinary course of
business;

(viii) Indebtedness of any Subsidiary
incurred under securities lending arrangements entered into in the
ordinary course of business; and

(ix) so long as
no Default or Event of Default shall have occurred and be continuing or
would result therefrom, additional Indebtedness incurred in the
ordinary course of business not otherwise permitted under this Section
7.2(b) in an aggregate principal amount (for all Subsidiaries) not to
exceed $5,000,000 at any one time outstanding.

7.3
Disposition of Property Dispose of any of its property,
whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary's Capital
Stock to any Person, except:

(a) transactions in
the ordinary course of business involving current assets or other
assets classified in the Company's balance sheet as available for
sale or trading (as defined in FAS 115), including the disposition in
the ordinary course of business of any assets in its investment
portfolio;

(b) the Disposition of obsolete, worn
out or surplus property in the ordinary course of business;

(c) the sale of inventory in the ordinary course of
business;

(d) the license (as licensor) of
intellectual property so long as such license does not materially
interfere with the business of the Company or any of its
Subsidiaries;

(e) the release, surrender or
waiver of contract, tort or other claims of any kind as a result of the
settlement of any litigation or threatened litigation;

35








(f) the granting or
existence of Liens (and foreclosure thereon) not prohibited by this
Agreement;

(g) the lease or sublease of real
property so long as such lease or sublease does not materially
interfere with the business of the Company or any of its
Subsidiaries;

(h) dividends not prohibited by
Section 7.4;

(i) any ceding of insurance or
reinsurance in the ordinary course of business;

(j) Dispositions permitted by Section
7.10(d)(i);

(k) the sale or issuance of any
Subsidiary's Capital Stock to any Borrower; and

(l) Dispositions of other property during any fiscal
year of the Company having an aggregate fair market value not to exceed
10% of the consolidated assets of the Company and its
Subsidiaries as of the last day of the prior fiscal year of the
Company.

7.4 Restricted Payments. Declare or pay any
dividend (other than dividends payable solely in common stock of the
Person making such dividend) on, or make any payment on account of, or
set apart assets for a sinking or other analogous fund for, the
purchase, redemption, defeasance, retirement or other acquisition of,
any Capital Stock of any Group Member, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either
directly or indirectly, whether in cash or property or in obligations
of any Group Member (collectively, "Restricted
Payments"), except that (a) any Subsidiary may make
Restricted Payments to any Group Member and (b) so long as no Default
or Event of Default shall have occurred and be continuing or would
result therefrom, the Company may make Restricted Payments.

7.5
Investments. Make any advance, loan, extension of credit (by
way of guaranty or otherwise) or capital contribution to, or purchase
any Capital Stock, bonds, notes, debentures or other debt securities
of, or any assets constituting a business unit of, or make any other
investment in, any Person (all of the foregoing,
"Investments"), except:

(a) extensions of trade credit in the ordinary
course of business;

(b) investments in Cash
Equivalents;

(c) investments in securities
lending arrangements entered into in the ordinary course of
business;

(d) Guarantee Obligations permitted by
Section 7.2;

(e) loans and advances to employees
of any Group Member in the ordinary course of business (including for
travel, entertainment and relocation expenses) in an aggregate amount
for all Group Members not to exceed $250,000 at any one time
outstanding;

(f) intercompany Investments by any
Group Member in any other Group Member;

(g)
acquisitions of all or substantially all of the Capital Stock or assets
of another Person so long as at such time and immediately after giving
effect thereto no Default or Event of Default exists or would result
therefrom;

(h) (i) Investments by Insurance
Subsidiaries in the ordinary course of business and (ii) Investments by
the Company and its Subsidiaries that are not Insurance Subsidiaries in
Investments that, if made by an Insurance Subsidiary, would be
permitted by clause (i) immediately preceding; and

(i) in addition to Investments otherwise expressly
permitted by this Section, Investments by the Company or any of its
Subsidiaries in an aggregate amount (valued at cost) not to exceed
$25,000,000 during the term of this Agreement.

7.6
Liens. Create, incur, assume or suffer to exist any Lien upon
any of its property, whether now owned or hereafter acquired,
except:

(a) Liens for taxes not yet due or that
are being contested in good faith by appropriate proceedings, provided
that adequate reserves with respect thereto are maintained on the books
of the Company or its Subsidiaries, as the case may be, in conformity
with GAAP;

36








(b) carriers',
warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business that are not overdue for a period of more than 30 days or that
are being contested in good faith by appropriate proceedings;

(c) pledges or deposits in connection with
workers' compensation, unemployment insurance and other social
security legislation;

(d) deposits to secure the
performance of bids, trade contracts (other than for borrowed money),
leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary
course of business;

(e) Liens on assets of any
Insurance Subsidiary pledged as collateral for Indebtedness of such
Insurance Subsidiary incurred under Section 7.2(b)(vii);

(f) Liens on assets of any Insurance Subsidiary
created to secure obligations of such Insurance Subsidiary under
insurance and reinsurance policies;

(g)
easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business that, in the aggregate, are
not substantial in amount and that do not in any case materially
detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the Company or
any of its Subsidiaries;

(h) Liens securing
Indebtedness of the Company or any other Subsidiary incurred pursuant
to Section 7.2(a) or Section 7.2(b)(v) to finance the acquisition,
construction or improvement of fixed or capital assets, provided that
(i) such Liens shall be created substantially simultaneously with the
acquisition, construction or improvement of such fixed or capital
assets, (ii) such Liens do not at any time encumber any property other
than the property financed by such Indebtedness, and (iii) the
aggregate amount of Indebtedness secured thereby is not increased;

(i) Liens created pursuant to the Security
Documents;

(j) any interest or title of a lessor
under any lease entered into by the Company or any other Subsidiary in
the ordinary course of its business and covering only the assets so
leased;

(k) Liens (including Liens in favor of
the Custodian with respect to the Collateral Accounts) on cash and
securities of any Group Member incurred as part of the management of
its investment portfolio in accordance with customary portfolio
management practice and not in violation of its investment policy as in
effect on the date of this Agreement; provided,
however, that, with respect to the Collateral Accounts, such
Liens shall be permitted only to the extent that the Custodian has
agreed to subordinate such Liens as provided in the Account Control
Agreement;

(l) Liens existing on the date hereof
and listed on Schedule 7.6;

(m) Liens
arising in the ordinary course of business on operating accounts
maintained by any Group Member in the ordinary course of business
securing obligations (other than Indebtedness) arising in the ordinary
course of business in favor of the banks in which such operating
accounts are maintained;

(n) attachments,
judgments and similar Liens for sums not exceeding $20,000,000 in the
aggregate (excluding any portion thereof covered by insurance as to
which the relevant insurance company has acknowledged coverage);

(o) attachments, judgments and similar Liens for
sums of $20,000,000 or more (excluding any portion thereof which is
covered by insurance as to which the relevant insurance company has
acknowledged coverage), provided that the execution or other
enforcement of such Liens is stayed and fully bonded pending
appeal;

(p) any Lien existing on property
acquired in connection with an Investment made in connection with
Section 7.5, provided that such Lien shall extend solely to the item or
items of property so acquired and, if required by the terms of the
instrument originally creating 

37









such Lien, other property which is an
improvement to or is acquired for specific use in connection with such
acquired property;

(q) restrictions and similar
encumbrances created pursuant to Requirements of Law upon the sale or
transferability of the Capital Stock of any Insurance Subsidiary and
the exercise of any right to control any such Insurance Subsidiary

(r) Liens securing Swap Contracts of any Subsidiary
of the Company; and

(s) any extension, renewal
or replacement of any Lien permitted by the preceding subparagraphs of
this Section 7.6, provided that no additional property (other than a
substitution of like property) shall be encumbered thereby and no
additional Indebtedness shall be secured thereby unless such additional
Indebtedness on such property would have been permitted in connection
with the original creation, incurrence or assumption of such Lien.

7.7 Clauses Restricting Subsidiary Distributions. Enter
into or suffer to exist or become effective any consensual encumbrance
or restriction on the ability of any Subsidiary of the Company to (a)
make Restricted Payments in respect of any Capital Stock of such
Subsidiary held by, or pay any Indebtedness owed to, the Company or any
other Subsidiary of the Company, (b) make loans or advances to, or
other Investments in, the Company or any other Subsidiary of the
Company or (c) transfer any of its assets to the Company or any other
Subsidiary of the Company, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions existing under the
Loan Documents and (ii) any restrictions with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in
connection with the Disposition of all or substantially all of the
Capital Stock or assets of such Subsidiary.

7.8
Business. Enter into any business, either directly or through
any Subsidiary, except for insurance, reinsurance or insurance-related
businesses.

7.9 Rating. Permit at any time the rating
of any Relevant Subsidiary to fall below AM Best financial strength
rating B++ or S&P financial strength rating A–. For purposes
herein, a "Relevant Subsidiary" is any
Insurance Subsidiary the total consolidated assets or total
consolidated revenues of which and its Subsidiaries exceed 10%
of the total consolidated assets or gross consolidated revenues,
respectively, of the Company and its Subsidiaries on a consolidated
basis at the end of or for, respectively, the then most recently
completed fiscal quarter of the Company for which financial statements
shall have been delivered to the Lenders as required herein.

7.10 Consolidations, Amalgamations, Mergers and
Liquidations. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of
its property or business, except for (a) the merger or consolidation of
any Subsidiary of the Company with or into the Company (provided that
the Company shall be the continuing or surviving corporation); (b) the
merger or consolidation by any Borrower with or into any other
Borrower; (c) the merger or consolidation of any Subsidiary of the
Company which is not a Borrower with or into any other Subsidiary of
the Company which is not a Borrower or with or into any Borrower
(provided that the Borrower is the surviving corporation); (d) the
Disposition by any Subsidiary of the Company of any or all of its
assets (i) to any Borrower (upon voluntary liquidation or otherwise) or
(ii) pursuant to a Disposition permitted by Section 7.3; and (e) the
merger or consolidation by any Person (other than as set forth above)
with or into the Company or any other Borrower (provided that the
Company or such Borrower is the continuing or surviving corporation) so
long as at the time of such merger or consolidation and immediately
after giving effect thereto no Default or Event of Default exists or
would result therefrom.

SECTION 8. EVENTS OF
DEFAULT

If any of the following events shall
occur and be continuing:

(a) any Borrower shall
fail to pay any principal of any Loan or any Reimbursement Obligation
when due in accordance with the terms hereof; or any Borrower shall
fail to pay 

38









any interest on any Loan or any other amount
payable hereunder or under any other Loan Document, within five
Business Days after any such interest or other amount becomes due in
accordance with the terms hereof; or

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

(c)
any Borrower shall default in the observance or performance of any
agreement contained in Section 2.5(b), Section 6.4(a) (with respect to
the Borrowers only), Section 6.7(a) or Section 7 of this Agreement;
or

(d) any Borrower shall default in the
observance or performance of any other agreement contained in this
Agreement or any other Loan Document (other than as provided in
paragraphs (a) through (c) of this Section), and such default shall
continue unremedied for a period of 30 days after notice to the Company
from the Administrative Agent or the Required Lenders; or

(e) any Group Member shall (i) default in making any
payment of any principal of any Indebtedness (including any Guarantee
Obligation, but excluding the Loans) on the scheduled or original due
date with respect thereto; or (ii) default in making any payment of any
interest on any such Indebtedness beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness
was created; or (iii) default in the observance or performance of any
other agreement or condition relating to any such Indebtedness or
contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or
to permit the holder or beneficiary of such Indebtedness (or a trustee
or agent on behalf of such holder or beneficiary) to cause, with the
giving of notice if required, such Indebtedness to become due prior to
its stated maturity or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable;
provided, that a default, event or condition described in
clause (i), (ii) or (iii) of this paragraph (e) shall not at any time
constitute an Event of Default unless, at such time, one or more
defaults, events or conditions of the type described in clauses (i),
(ii) and (iii) of this paragraph (e) shall have occurred and be
continuing with respect to Indebtedness the outstanding principal
amount of which exceeds in the aggregate $20,000,000; or

(f)(i) the Company or any Material Subsidiary shall
commence any case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to
have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or
other similar official for it or for all or any substantial part of its
assets, or the Company or any Material Subsidiary shall make a general
assignment for the benefit of its creditors; or (ii) there shall be
commenced against the Company or any Material Subsidiary any case,
proceeding or other action of a nature referred to in clause (i) above
that (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of 60 days; or (iii) there shall be commenced
against the Company or any Material Subsidiary any case, proceeding or
other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its
assets that results in the entry of an order for any such relief that
shall not have been vacated, discharged, or stayed or bonded pending
appeal within 60 days from the entry thereof; or (iv) the Company or
any Material Subsidiary shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in clause 

39









(i), (ii), or (iii) above; or (v) the
Company or any Material Subsidiary shall generally not, or shall be
unable to, or shall admit in writing its inability to, pay its debts as
they become due; or

(g) one or more judgments or
decrees shall be entered against any Group Member involving in the
aggregate a liability (not paid or fully covered by insurance as to
which the relevant insurance company has acknowledged coverage) of
$20,000,000 or more, and all such judgments or decrees shall not have
been vacated, discharged, stayed or bonded pending appeal within 60
days from the entry thereof; or

(h) the Security
Agreement shall cease, for any reason, to be in full force and effect
or any Borrower shall so assert; or

(i) a Change
of Control shall occur; or

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

    
then, and in any
such event, (A) if such event is an Event of Default specified in
clause (i) or (ii) of paragraph (f) above with respect to any Borrower,
automatically the Commitments shall immediately terminate and the Loans
(with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (B) if such
event is any other Event of Default, any or all of the following
actions may be taken: (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders,
the Administrative Agent shall, by notice to the Company declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; (ii) with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Company,
declare the Loans (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Loan Documents (including all
amounts of L/C Obligations, whether or not the beneficiaries of the
then outstanding Letters of Credit shall have presented the documents
required thereunder) to be due and payable forthwith, whereupon the
same shall immediately become due and payable and (iii) with the
consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall
direct the Collateral Agent to exercise in respect of the Collateral,
the rights and remedies under the Security Documents, subject to the
provisions of Section 9.5(b) below. With respect to each Letter of
Credit issued on behalf of any Borrower with respect to which
presentment for honor shall not have occurred at the time of an
acceleration pursuant to this paragraph, such Borrower shall at such
time deposit in a cash collateral account opened by the Administrative
Agent an amount in the currency in which such Letter of Credit is
denominated equal to the aggregate then undrawn and unexpired amount of
such Letter of Credit. Amounts held in each such cash collateral
account shall be applied by the Administrative Agent to the payment of
drafts 

40









drawn under such Letter of Credit, and the
unused portion thereof after all Letters of Credit issued on behalf of
such Borrower shall have expired or been fully drawn upon, if any,
shall be applied to repay other obligations of such Borrower hereunder
and under the other Loan Documents. After all Letters of Credit of such
Borrower shall have expired or been fully drawn upon, all Reimbursement
Obligations shall have been satisfied and all other obligations of such
Borrower hereunder and under the other Loan Documents shall have been
paid in full, the balance, if any, in such cash collateral account
shall be returned to such Borrower (or such other Person as may be
lawfully entitled thereto). Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind
are hereby expressly waived by the Borrowers.

SECTION 9.
THE AGENTS

9.1 Appointment. Each Lender hereby
irrevocably designates and appoints the Administrative Agent as the
agent of such Lender under this Agreement and the other Loan Documents
and the Collateral Agent as the agent of such Lender and the
Administrative Agent under the Security Agreement, and each such Lender
irrevocably authorizes the Administrative Agent and the Collateral
Agent, as the case may be, in such capacities, to take such action on
its behalf under the provisions of this Agreement and the other Loan
Documents, as applicable, and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent and the
Collateral Agent, as the case may be, by the terms of this Agreement
and the other Loan Documents, as applicable, together with such other
powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Agreement, neither the
Administrative Agent nor the Collateral Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Loan Document or otherwise
exist against the Administrative Agent or the Collateral Agent.

The Administrative Agent and each Lender understand and agree that
all Liens created by the Security Agreement on the Collateral have been
created in favor of the Collateral Agent, for the benefit of the
Administrative Agent and the Lenders, that all rights to take remedial
action with respect to the Collateral under the Security Agreement have
been granted to the Collateral Agent and that neither the
Administrative Agent nor any Lender has the right to take any such
remedial action with respect to the Collateral other than through the
Collateral Agent.

9.2 Delegation of Duties. The
Administrative Agent and the Collateral Agent may each execute any of
its duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. Neither the
Administrative Agent nor the Collateral Agent shall be responsible for
the negligence or misconduct of any agents or attorneys in-fact
selected by it with reasonable care.

9.3 Exculpatory
Provisions. Neither any Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement
or any other Loan Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Person's gross
negligence or willful misconduct) or (ii) responsible in any manner to
any of the Lenders for any recitals, statements, representations or
warranties made by any Borrower or any officer thereof contained in
this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or
received by the Agents under or in connection with, this Agreement or
any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any
other Loan Document or for any failure of any Borrower a party thereto
to perform its obligations hereunder or thereunder. The Agents shall
not be under any obligation to any Lender to ascertain or to inquire as
to the observance or performance of any of the agreements contained in,
or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of any Borrower.

9.4
Reliance (a) The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any instrument,
writing, resolution, notice, consent, certificate, affidavit,


41









letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel
(including counsel to the Borrowers), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent
may deem and treat the payee of any Note as the owner thereof for all
purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to
take any action under this Agreement or any other Loan Document unless
it shall first receive such advice or concurrence of the Required
Lenders (or, if so specified by this Agreement, all Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction
by the Lenders against any and all liability and expense that may be
incurred by it by reason of taking or continuing to take any such
action. The Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting under this Agreement and the
other Loan Documents in accordance with a request of the Required
Lenders (or, if so specified by this Agreement, all Lenders) and such
request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the
Loans.

(b) The Collateral Agent shall be entitled to rely, and
shall be fully protected in relying, upon any instrument, writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy,
telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including counsel to the Borrowers),
independent accountants and other experts selected by the Collateral
Agent. The Collateral Agent may deem and treat the payee of any Note as
the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with
the Administrative Agent. The Collateral Agent shall be fully justified
in failing or refusing to take any action under any Security Document
unless it shall first receive the direction of the Administrative Agent
under Section 8 or such advice or concurrence of the Required Lenders
(or, if so specified by this Agreement, all Lenders) as it deems
appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense that may be incurred
by it by reason of taking or continuing to take any such action. The
Collateral Agent shall in all cases be fully protected in acting, or in
refraining from acting, under the Security Agreement at the direction
of the Administrative Agent under Section 8 or in accordance with a
request of the Required Lenders (or, if so specified by this Agreement,
all Lenders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future
holders of the Loans.

9.5 Notice of Default. (a) The
Administrative Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default unless it has
received notice from a Lender or the Company referring to this
Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the
Administrative Agent shall give notice thereof to the Lenders. The
Administrative Agent shall take action with respect to such Default or
Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders);
provided that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall
not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

(b) The
Collateral Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default unless it has received
notice from the Administrative Agent, a Lender or the Company referring
to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of
default". The Collateral Agent shall take action with
respect to such Default or Event of Default as shall be reasonably
directed by the Administrative Agent under Section 8, or by the
Required Lenders (or, if so specified by this Agreement, all Lenders);
provided that unless and until the Collateral Agent shall have
received such directions, the Collateral Agent 

42









may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

9.6 Non-Reliance on Agents and
Other Lenders. Each Lender expressly acknowledges that neither the
Agents nor any of their respective officers, directors, employees,
agents, attorneys-in-fact or affiliates have made any representations
or warranties to it and that no act by any Agent hereafter taken,
including any review of the affairs of a Borrower or any affiliate of a
Borrower, shall be deemed to constitute any representation or warranty
by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates and made its
own decision to make its Loans hereunder and enter into this Agreement.
Each Lender also represents that it will, independently and without
reliance upon any Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and
other condition and creditworthiness of the Loan Parties and their
affiliates. Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent
hereunder, neither the Administrative Agent nor the Collateral Agent
shall have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or
creditworthiness of any Borrower or any affiliate of a Borrower that
may come into the possession of the Administrative Agent or the
Collateral Agent or any of its respective officers, directors,
employees, agents, attorneys-in-fact or affiliates.

9.7
Indemnification. (a) The Lenders agree to indemnify each Agent
(other than the Collateral Agent) in its capacity as such (to the
extent not reimbursed by the Borrowers and without limiting the
obligation of each Borrower to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on
which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments
shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such Aggregate Exposure Percentages
immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of
the Loans) be imposed on, incurred by or asserted against such Agent in
any way relating to or arising out of, the Commitments, this Agreement,
any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby
or thereby or any action taken or omitted by such Agent under or in
connection with any of the foregoing; provided that no Lender
shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have
resulted from such Agent's gross negligence or willful
misconduct. The agreements in this Section shall survive the payment of
the Loans and all other amounts payable hereunder.

(b) The
Lenders agree to indemnify the Collateral Agent in its capacity as such
(to the extent not reimbursed by the Borrowers and without limiting the
obligation of each Borrower to do so), ratably according to the
respective percentages which (i) the Aggregate Exposure of each Lender
constitutes of (ii) the Aggregate Exposure of all Lenders in effect on
the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments
shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such percentages immediately prior to such
date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (whether
before or after the payment of the Loans) be imposed on, incurred by or
asserted against the Collateral Agent in any way relating to or arising
out of, the Commitments, this Agreement, any of the other Loan
Documents or any 

43









documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or
any action taken or omitted by the Collateral Agent under or in
connection with any of the foregoing; provided that no Lender
shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have
resulted from the Collateral Agent's gross negligence or willful
misconduct. The agreements in this Section shall survive the payment of
the Loans and all other amounts payable hereunder.

9.8 Agent
in Its Individual Capacity. Each Agent and its affiliates may make
loans to, accept deposits from and generally engage in any kind of
business with any Borrower as though such Agent were not an Agent. With
respect to its Loans made or renewed by it and with respect to any
Letter of Credit issued or participated in by it, each Agent shall have
the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not
an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its
individual capacity.

9.9 Successor Administrative Agent and
Collateral Agent. (a) The Administrative Agent may resign as
Administrative Agent upon 30 days' notice to the Lenders and the
Company. If the Administrative Agent shall resign as Administrative
Agent under this Agreement and the other Loan Documents, then the
Required Lenders shall appoint from among the Lenders a successor agent
for the Lenders, which successor agent shall (unless an Event of
Default under Section 8(a) or Section 8(f) with respect to any Borrower
shall have occurred and be continuing) be subject to approval by the
Company (which approval shall not be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and
duties of the Administrative Agent and the term
"Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the
former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further
act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no
successor agent has accepted appointment as Administrative Agent by the
date that is 30 days following a retiring Administrative Agent's
notice of resignation, the retiring Administrative Agent's
resignation shall nevertheless thereupon become effective, and the
Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required
Lenders under this Agreement appoint a successor agent as provided for
above. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section 9 shall inure to
its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement and the other Loan
Documents.

(b) The Collateral Agent may resign as Collateral
Agent upon 30 days' notice to the Lenders and the Company. If the
Collateral Agent shall resign as Collateral Agent under this Agreement,
then the Required Lenders shall appoint from among the Lenders a
successor collateral agent, which successor collateral agent shall
(unless an Event of Default under Section 8(a) or Section 8(f) with
respect to any Borrower shall have occurred and be continuing) be
subject to approval by the Company (which approval shall not be
unreasonably withheld or delayed), whereupon such successor collateral
agent shall succeed to the rights, powers and duties of the Collateral
Agent and the term "Collateral Agent" shall
mean such successor collateral agent effective upon such appointment
and approval, and the former Collateral Agent's rights, powers
and duties as Collateral Agent shall be terminated, without any other
or further act or deed on the part of such former Collateral Agent or
any of the parties to this Agreement or any holders of the Loans. If no
successor collateral agent has accepted appointment as Collateral Agent
by the date that is 30 days following a retiring Collateral
Agent's notice of resignation, the retiring Collateral Agent
(after consultation with the Company) may appoint a financial
institution rated at least 'A' by S&P or
'A' by Moody's, as a successor collateral agent,
whereupon such successor collateral agent shall succeed to the rights,
powers and duties of the Collateral Agent and the term
"Collateral Agent" shall mean such successor
collateral agent effective upon such appointment, and the former
Collateral Agent's rights, powers and duties as Collateral Agent
shall be terminated, without any other or further act or deed on the
part of such former 

44









Collateral Agent or any of the parties to
this Agreement or any holders of the Loans. After any retiring
Collateral Agent's resignation as Collateral Agent the provisions
of this Section 9 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Collateral Agent under this
Agreement and the other Loan Documents.

9.10 Security
Document Matters. The Agents, the Lenders, the Issuing Lenders and
the Custodian expressly acknowledge and agree that the Security
Documents may be enforced only by the action of the Collateral Agent
acting upon the instructions of the Required Lenders and that no other
such Person shall have any right individually to seek to enforce or to
enforce the Security Documents or to realize upon the security to be
granted thereby, it being understood and agreed that such rights and
remedies may be exercised by the Collateral Agent for the benefit of
such Persons upon the terms of the Security Documents.

9.11
Other Agents. Neither the Co-Syndication Agents nor the
Co-Documentation Agents shall have any duties or responsibilities
hereunder in their capacities as such.

SECTION 10.
GUARANTEE

10.1 Guarantee. (a) To induce the
Lenders to execute and deliver this Agreement and to make the Loan and
issue or participate in the Letters of Credit, and in consideration
thereof, the Company hereby unconditionally and irrevocably guarantees
to the Administrative Agent, for the ratable benefit of the Lenders and
their respective successors, indorsees and assigns, the prompt and
complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, and the
Company further agrees to pay the expenses which may be paid or
incurred by the Administrative Agent or the Lenders in collecting any
or all of the Obligations and/or enforcing any rights under this
Section 10.1 or under the Obligations in accordance with this Section
10.1. The guarantee contained in this Section 10.1 shall remain in full
force and effect and be binding in accordance with and to the extent of
its terms upon the Company and the successors and assigns thereof, and
shall inure to the benefit of the Lenders and their successors and
permitted assigns, until the Obligations shall have been satisfied in
full and the Loans shall be terminated.

(b) Anything herein to
the contrary notwithstanding, the maximum liability of the Company
hereunder shall in no event exceed the amount which can be guaranteed
by the Company under applicable federal and state laws relating to the
insolvency of debtors.

(c) The guarantee contained in this
Section 10 shall remain in full force and effect until all the
Obligations and the obligations of the Company under the guarantee
contained in this Section 10 shall have been satisfied by payment in
full, all Letters of Credit shall have expired or been terminated and
the Commitments shall be terminated, notwithstanding that from time to
time during the term of this Agreement the Borrowers may be free from
any Obligations.

(d) No payment made by any Borrower, the
Company or any other Person or received or collected by the
Administrative Agent or any Lender from any Borrower, the Company or
any other Person by virtue of any action or proceeding or any set-off
or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of the
Company hereunder which shall, notwithstanding any such payment (other
than any payment made by the Company in respect of the Obligations or
any payment received or collected from the Company in respect of the
Obligations), remain liable for the Obligations until the Obligations
are paid in full and the Commitments are terminated.

10.2 No
Subrogation. Notwithstanding any payment made by the Company
hereunder or any set-off or application of funds of the Company by the
Administrative Agent or any Lender, the Company shall not be entitled
to be subrogated to any of the rights of the Administrative Agent or
any Lender against any Borrower or any collateral security or guarantee
or right of offset held by the Administrative Agent or any Lender for
the payment of the Obligations, nor shall the Company seek or be
entitled to seek any contribution or reimbursement from any Borrower in
respect of payments 

45









made by the Company hereunder, until all
amounts owing to the Administrative Agent and the Lenders by any
Borrower on account of the Obligations are paid in full, and Letters of
Credit shall have expired or been terminated and the Commitments are
terminated. If any amount shall be paid to the Company on account of
such subrogation rights at any time when all of the Obligations shall
not have been paid in full, such amount shall be held by the Company in
trust for the Administrative Agent and the Lenders, segregated from
other funds of the Company, and shall, forthwith upon receipt by the
Company, be turned over to the Administrative Agent in the exact form
received by the Company (duly indorsed by the Company to the
Administrative Agent, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as the
Administrative Agent may determine.

10.3 Amendments, etc.
with respect to the Obligations. The Company shall remain
obligated hereunder notwithstanding that, without any reservation of
rights against the Company and without notice to or further assent by
the Company, any demand for payment of any of the Obligations made by
the Administrative Agent or any Lender may be rescinded by the
Administrative Agent or such Lender and any of the Obligations
continued, and the Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the
Administrative Agent or any Lender, and this Agreement and the Notes
and any other documents executed and delivered in connection therewith
may be amended, modified, supplemented or terminated, in whole or in
part, as the Administrative Agent (or the Required Lenders or all
Lenders, as the case may be) may deem advisable from time to time, and
any collateral security, guarantee or right of offset at any time held
by the Administrative Agent or any Lender for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released.
Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time
held by it as security for the Obligations or for the guarantee
contained in this Section 10 or any property subject thereto.

10.4 Guarantee Absolute and Unconditional. The Company
waives any and all notice of the creation, renewal, extension or
accrual of any of the Obligations and notice of or proof of reliance by
the Administrative Agent or any Lender upon the guarantee contained in
this Section 10 or acceptance of the guarantee contained in this
Section 10; the Obligations, and any of them, shall conclusively be
deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained
in this Section 10; and all dealings between the Borrowers and the
Company, on the one hand, and the Administrative Agent and the Lenders,
on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon the guarantee contained in this
Section 10. The Company waives diligence, presentment, protest, demand
for payment and notice of default or nonpayment to or upon any Borrower
or the Company with respect to the Obligations. The Company understands
and agrees that the guarantee contained in this Section 10 shall be
construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of this
Agreement or any Note, any of the Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto
at any time or from time to time held by the Administrative Agent or
any Lender, (b) any defense, set-off or counterclaim (other than a
defense of payment or performance) which may at any time be available
to or be asserted by any Borrower or any other Person against the
Administrative Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrowers or
the Company) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrowers for the Obligations, or
of the Company under the guarantee contained in this Section 10, in
bankruptcy or in any other instance. When making any demand hereunder
or otherwise pursuing its rights and remedies hereunder against the
Company the Administrative Agent or any Lender may, but shall be under
no obligation to, make a similar demand on or otherwise pursue such
rights and remedies as it may have against any Borrower, or any other
Person or against any collateral security or guarantee for the
Obligations or any right of offset with respect thereto, and any
failure by the Administrative Agent or any Lender to make any such
demand, to pursue such other rights or remedies or to collect any
payments from the Borrowers, or 

46









any other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of
offset, or any release of any Borrower, or any other Person or any such
collateral security, guarantee or right of offset, shall not relieve
the Company of any obligation or liability hereunder, and shall not
impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent or any Lender
against the Company. For the purposes hereof
"demand" shall include the commencement and
continuance of any legal proceedings.

10.5
Reinstatement. The guarantee contained in this Section 10
shall continue to be effective, or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any of the Obligations
is rescinded or must otherwise be restored or returned by the
Administrative Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Borrower or the
Company, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, any
Borrower or the Company or any substantial part of its property, or
otherwise, all as though such payments had not been made.

10.6
Payments. The Company hereby guarantees that payments
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in the applicable currency at the Funding Office.

10.7 Independent Obligations. The obligations of the
Company under the guarantee contained in this Section 10 are
independent of the obligations of the Borrowers, and a separate action
or actions may be brought and prosecuted against the Company whether or
not any Borrower is joined in any such action or actions. The Company
waives, to the fullest extent permitted by law, the benefit of any
statute of limitations affecting its liability hereunder or the
enforcement thereof.

SECTION 11. MISCELLANEOUS

11.1 Amendments and Waivers. Neither this Agreement, any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of
this Section 11.1. The Required Lenders and each Borrower which is a
party to the relevant Loan Document may, or, with the written consent
of the Required Lenders, the Administrative Agent or, as the case may
be, the Collateral Agent, and each Borrower which is a party to the
relevant Loan Document may, from time to time, (a) enter into written
amendments, supplements or modifications hereto and to the other Loan
Documents for the purpose of adding any provisions to this Agreement or
the other Loan Documents or changing in any manner the rights of the
Lenders or the Agents or of the Loan Parties hereunder or thereunder or
(b) waive, on such terms and conditions as the Required Lenders or the
Administrative Agent or the Collateral Agent, as the case may be, may
specify in such instrument, any of the requirements of this Agreement
or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) forgive the
principal amount or extend the final scheduled date of maturity of any
Loan, reduce the stated rate of any interest or fee payable hereunder
(except (x) in connection with the waiver of applicability of any
post-default increase in interest rates and (y) that any amendment or
modification of defined terms used in the financial covenants in this
Agreement shall not constitute a reduction in the rate of interest or
fees for purposes of this clause (i)) or extend the scheduled date of
any payment thereof, or increase the amount or extend the expiration
date of any Lender's Commitment, in each case without the written
consent of each Lender directly affected thereby; (ii) eliminate or
reduce the voting rights of any Lender under this Section 11.1 without
the written consent of such Lender; (iii) reduce any percentage
specified in the definition of Required Lenders, consent to the
assignment or transfer by the Company of any of its rights and
obligations under this Agreement and the other Loan Documents, release
the Company from any of its obligations under Section 10 with respect
to any Borrower which has any then outstanding Obligations, amend,
modify or waive any provision of Section 5.2(c), or release all or
substantially all of the Collateral (other than when permitted under
the Loan Documents) or release all or substantially all of the
Borrowers from their obligations under the Security Documents, in each
case without the written consent of all Lenders; (iv) amend, modify or
waive any provision of Section 11.7 without the written consent of all
Lenders; (v) amend, modify or waive any provision of Section 2.11(a) or
(b) without the written consent of each Lender adversely affected, in
relation to any other Lender, thereby; (vi) amend, modify or waive any
provision of 

47









Section 9 without the written consent of the
Administrative Agent and the Collateral Agent; or (vii) amend, modify
or waive any provision of Section 3 in any manner that is adverse to
the interests of any Issuing Lender without the written consent of such
Issuing Lender. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be
binding upon the Loan Parties, the Lenders, the Administrative Agent,
the Collateral Agent and all future holders of the Loans. In the case
of any waiver, the Loan Parties, the Lenders, the Administrative Agent
and the Collateral Agent shall be restored to their former position and
rights hereunder and under the other Loan Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing;
but no such waiver shall extend to any subsequent or other Default or
Event of Default, or impair any right consequent thereon.

11.2
Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing
(including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered,
or three Business Days after being deposited in the mail, postage
prepaid, or, in the case of telecopy notice, when received, addressed
as follows in the case of the Borrowers, the Administrative Agent and
the Collateral Agent, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the
Issuing Lenders and the Lenders, or to such other address as may be
hereafter notified by the respective parties
hereto:




							
	The
Company or any Borrower:		Aspen Insurance Holdings
Limited
Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda
	 	
	 		Attention:
Julian Cusack
Telecopy: 441-297-9715
Telephone:
441-295-8201
	 		 
	Administrative
Agent:		Barclays Bank PLC
200 Park Avenue
Fourth
Floor
New York, New York
10166


	 		Attention: David
Barton
	 		Telecopy:
212-412-7511
	 		Telephone:
212-412-7693
	 		 
	with a
copy to:		Barclays Capital Services LLC
200 Cedar Knolls
Road
Whippany, New Jersey
07891


	 		Attention: May
Wong
	 		Telecopy:
973-576-3014
	 		Telephone:
973-576-3251
	 		 
	Collateral
Agent:		The Bank of New York
101 Barclay Street, 8E
New
York, New York 10286


	 		Attention: Glenn
G. McKeever
 Vice President Corporate Trust/
 Dealing &
Trading
	




48











							
	 		Telecopy:
212-815-2830/2850
	 		Telephone:
212-635-2912
	 		 
	with a
copy to:		The Bank of New York
101 Barclay Street,
8E
New York, New York
10286


	 		Attention: Darrel
Thompson
	 		Telecopy:
212-815-2850
	 		Telephone:
212-815-2886
	 		 
	





provided
that any notice, request or demand to or upon the Company, the
Administrative Agent, the Collateral Agent or the Lenders shall not be
effective until received.

Notices and other communications to
the Lenders hereunder may be delivered or furnished by electronic
communications pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices
pursuant to Section 2 unless otherwise agreed by the Administrative
Agent and the applicable Lender. The Administrative Agent or any
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications.

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

11.4 Survival of
Representations and Warranties. All representations and warranties
made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and
the making of the Loans and other extensions of credit hereunder.

11.5 Payment of Expenses and Taxes. The Company agrees (a)
to pay or reimburse the Administrative Agent and the Collateral Agent
for all its reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other
Loan Documents and any other documents prepared in connection herewith
or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable
fees and disbursements of a single counsel to the Administrative Agent
and the Collateral Agent and such other special or local counsel as the
Administrative Agent may deem reasonably necessary and filing and
recording fees and expenses, with statements with respect to the
foregoing to be submitted to the Company prior to the Closing Date (in
the case of amounts to be paid on the Closing Date) and from time to
time thereafter on a quarterly basis or such other periodic basis as
the Administrative Agent and the Collateral Agent shall deem
appropriate, (b) to pay or reimburse each Lender, the Administrative
Agent and the Collateral Agent for all its costs and expenses incurred
in connection with the enforcement or preservation of any rights under
this Agreement, the other Loan Documents and any such other documents,
including the fees and disbursements of a single counsel to the
Administrative Agent, the Collateral Agent and the Lenders (including
the allocated fees and expenses of in-house counsel) and such other
special or local counsel as the Administrative Agent may deem
reasonably necessary to each Lender and of counsel to the
Administrative Agent and the Collateral Agent, (c) to pay, indemnify,
and hold each Lender, the Administrative Agent and the Collateral Agent
harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from 

49









any delay in paying stamp, excise and other
taxes, if any, that may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent
under or in respect of, this Agreement, the other Loan Documents and
any such other documents, and (d) to pay, indemnify, and hold each
Lender, the Administrative Agent and the Collateral Agent and their
respective officers, directors, employees, affiliates and agents (each,
an "Indemnitee") harmless from and
against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents,
including any of the foregoing relating to the use of proceeds of the
Loans or the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of any Group Member or
any of the Properties (provided that such liability was incurred during
such time as a Group Member controlled such Properties) and the
reasonable fees and expenses of legal counsel in connection with
claims, actions or proceedings by any Indemnitee against any Borrower
under any Loan Document (all the foregoing in this clause (d),
collectively, the "Indemnified
Liabilities"), provided, that the Company shall have
no obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities are found by a
final and nonappealable decision of a court of competent jurisdiction
to have resulted from the gross negligence or willful misconduct of
such Indemnitee. Without limiting the foregoing, and to the extent
permitted by applicable law, the Company agrees not to assert and to
cause its Subsidiaries not to assert, and hereby waives and agrees to
cause its Subsidiaries to waive, all rights for contribution from any
Indemnitee or any other rights of recovery from any Indemnitee with
respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature,
under or related to Environmental Laws, that any of them might have by
statute or otherwise against any Indemnitee. All amounts due under this
Section 11.5 shall be payable not later than 10 Business Days after
written demand therefor and shall be accompanied by a statement setting
forth in reasonable detail the source of such Indemnified Liability and
the amount claimed thereunder. Statements payable by the Company
pursuant to this Section 11.5 shall be submitted to Julian Cusack
(Telephone No.  441-297-9715) (Telecopy No.  441-295-8201),
at the address of the Company set forth in Section 11.2, or to such
other Person or address as may be hereafter designated by the Company
in a written notice to the Administrative Agent. The agreements in this
Section 11.5 shall survive repayment of the Loans and all other amounts
payable hereunder.

11.6 Successors and Assigns;
Participations and Assignments. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby
(including any affiliate of any Issuing Lender that issues any Letter
of Credit), except that (i) no Borrower may assign or otherwise
transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or
transfer by any Borrower without such consent shall be null and void)
and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (none of which
may be a Borrower) (each, an
"Assignee") all or a portion of its
rights and obligations under this Agreement (including all or a portion
of its Commitments and the Loans at the time owing to it) with the
prior written consent (such consent not to be unreasonably withheld or
delayed) of:

(A) the Company, provided
that no consent of the Company shall be required for an assignment (1)
to a Lender, an affiliate of a Lender or an Approved Fund (as defined
below) or (2) if an Event of Default has occurred and is
continuing;

(B) the Administrative Agent,
provided that no consent of the Administrative Agent shall be required
for an assignment of any Commitment to an assignee that is a Lender
with a Commitment immediately prior to giving effect to such
assignment; and

(C) the Issuing Lenders.

50








(ii) Assignments shall be
subject to the following additional conditions:

(A)  except in the case of an assignment to a
Lender, an affiliate of a Lender or an Approved Fund or an assignment
of the entire remaining amount of the assigning Lender's
Commitments or Loans, the amount of the Commitments or Loans of the
assigning Lender subject to each such assignment (determined as of the
date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent) shall not be less than
$5,000,000 unless each of the Company and the Administrative Agent
otherwise consent, provided that such amounts shall be
aggregated in respect of each Lender and its affiliates or Approved
Funds, if any;

(B) the parties to each
assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation
fee of $3,500; and

(C) the Assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an
administrative questionnaire.

For the purposes of this Section
11.6, the term "Approved Fund" has the
following meaning:

"Approved
Fund" means any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its
business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.

(iii) Subject to
acceptance and recording thereof pursuant to paragraph  (b)(iv)
below, from and after the effective date specified in each Assignment
and Assumption the Assignee thereunder shall be a party hereto and, to
the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of
Sections  2.12, 2.13, 2.14 and 11.5). Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not
comply with this Section 11.6 shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent
of the Borrowers, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the
"Register"). The entries in the
Register shall be conclusive, and the Borrowers, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrowers and any
Lender, at any reasonable time and from time to time upon reasonable
prior notice.

(v) Upon its receipt of a duly completed
Assignment and Assumption executed by an assigning Lender and an
Assignee, the Assignee's completed administrative questionnaire
(unless the Assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph  (b) of
this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept
such Assignment and Assumption and record the information contained
therein in the Register. No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

(c)(i) Any Lender may, without the
consent of any Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (a
"Participant") in all or a portion
of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitments 

51









and the Loans owing to it);
provided that (A)  such Lender's obligations under
this Agreement shall remain unchanged, (B)  such Lender shall
remain solely responsible to the other parties hereto for the
performance of such obligations and (C)  the Borrowers, the
Administrative Agent and the Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights
and obligations under this Agreement. Any agreement pursuant to which a
Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement;
provided that such agreement may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver that (1) requires the consent of each Lender
directly affected thereby pursuant to the proviso to the second
sentence of Section 11.1 and (2) directly affects such Participant.
Subject to paragraph (c)(ii) of this Section, each Borrower agrees that
each Participant shall be entitled to the benefits of Sections
2.12, 2.13, 2.14 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section  11.8 as though it were a
Lender, provided such Participant shall be subject to Section 11.7 as
though it were a Lender.

(ii) A Participant shall not be
entitled to receive any greater payment under Section 2.12 or 2.13 than
the applicable Lender would have been entitled to receive with respect
to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Company's
prior written consent. Any Participant that is a Non-U.S. Lender shall
not be entitled to the benefits of Section  2.13 unless such
Participant complies with Section 2.13(d).

(d) Any Lender
may at any time pledge or grant a security interest in all or any
portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or grant to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such
pledge or grant of a security interest; provided that no such
pledge or grant of a security interest shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or
grantee for such Lender as a party hereto and, provided,
further, that nothing in this paragraph (d) shall be deemed to
limit in any way the application of Section 11.6(b) to any assignment
of the rights or obligations of such Lender under this Agreement
resulting from a foreclosure of any such pledge or security
interest.

(e) Each Borrower, upon receipt of written notice from
the relevant Lender, agrees to issue Notes to any Lender requiring
Notes to facilitate transactions of the type described in paragraph (d)
above.

11.7 Adjustments. Except to the extent that this
Agreement expressly provides for payments to be allocated to a
particular Lender or to the Lenders, if any Lender (a
"Benefitted Lender") shall receive
any payment of all or part of the Obligations owing to it (whether
directly from the Borrower, indirectly as a result of payment under the
guarantee provided for in Section 10 or from the proceeds of the
exercise of any remedies with respect to the Collateral pursuant to the
Security Documents or otherwise), or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to
events or proceedings of the nature referred to in Section 8(f), or
otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of the
Obligations owing to such other Lender, such Benefitted Lender shall
purchase for cash from the other Lenders a participating interest in
such portion of the Obligations owing to each such other Lender, or
shall provide such other Lenders with the benefits of any such
collateral, as shall be necessary to cause such Benefitted Lender to
share the excess payment or benefits of such collateral ratably with
each of the Lenders; provided, however, that if all or any portion of
such excess payment or benefits is thereafter recovered from such
Benefitted Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but
without interest.

11.8 Set-off. Upon the occurrence and
continuation of an Event of Default, in addition to any rights and
remedies of the Lenders provided by law, each Lender shall have the
right, without prior notice to any Borrower, any such notice being
expressly waived by each Borrower to the extent permitted by applicable
law, upon any amount becoming due and payable by any Borrower hereunder
(whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply 

52









against such amount any and all deposits
(general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such
Lender or any branch or agency thereof to or for the credit or the
account of such Borrower, as the case may be, or of the Company. Each
Lender agrees promptly to notify the Company and the Administrative
Agent after any such setoff and application made by such Lender,
provided that the failure to give such notice shall not affect the
validity of such setoff and application.

11.9
Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed
signature page of this Agreement by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof. A set
of the copies of this Agreement signed by all the parties shall be
lodged with the Company and the Administrative Agent.

11.10
Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.

11.11 Integration. This Agreement and the
other Loan Documents represent the entire agreement of the Borrowers,
the Administrative Agent, the Collateral Agent and the Lenders with
respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the
Administrative Agent, the Collateral Agent or any Lender relative to
the subject matter hereof not expressly set forth or referred to herein
or in the other Loan Documents.

11.12 GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE CHOICE OF
GOVERNING LAW HAS BEEN MADE PURSUANT TO SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.

11.13 Submission To Jurisdiction;
Waivers. Each Borrower, the Administrative Agent, the Collateral
Agent and each Lender hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal
action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party, or for recognition and enforcement of
any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the
United States for the Southern District of New  York, and
appellate courts from any thereof;

(b) consents
that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of
any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead
or claim the same;

(c) agrees that service of
process in any such action or proceeding may be effected by mailing a
copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the Borrowers, as the case
may be at its address set forth in Section 11.2 or at such other
address of which the Administrative Agent shall have been notified
pursuant thereto;

(d) agrees that nothing herein
shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other
jurisdiction; and

(e) waives, to the maximum
extent not prohibited by law, any right it may have to claim or recover
in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.

53








11.14 Releases of Liens.
(a)  Notwithstanding anything to the contrary contained herein or
in any other Loan Document, the Collateral Agent is hereby irrevocably
authorized by each Lender (without requirement of notice to or consent
of any Lender except as expressly required by Section 11.1) to take any
action requested by the Company having the effect of releasing any
Collateral (i) to the extent permitted by the Security Agreement or
that has been consented to in accordance with Section 11.1 or (ii)
under the circumstances described in paragraph (b) below.

(b) At
such time as all Letters of Credit shall have expired, been terminated
or been fully cash collateralized pursuant to Section 8 and the
Commitments have been terminated and no Default or Event of Default has
occurred and is continuing, the Collateral (other than any such cash
collateral) shall cease to secure the Obligations, the Collateral
(other than any such cash collateral) shall be released from the Liens
created by the Security Agreement, and the Security Agreement and all
obligations (other than those expressly stated to survive such
termination) of the Administrative Agent, the Collateral Agent and each
Borrower under the Security Agreement shall terminate, all without
delivery of any instrument or performance of any act by any Person.

11.15 Confidentiality. Each of the Administrative Agent,
the Collateral Agent and each Lender agrees to keep confidential all
non-public information provided to it by any Group Member, the
Administrative Agent, the Collateral Agent or any Lender pursuant to or
in connection with this Agreement (the
"Information"); provided
that nothing herein shall prevent the Administrative Agent, the
Collateral Agent or any Lender from disclosing any such Information (a)
to the Administrative Agent, the Collateral Agent, any other Lender or
any affiliate thereof, (b) subject to an agreement to comply with the
provisions of this Section, to any actual or prospective Transferee,
(c) to its employees, directors, agents, attorneys, accountants and
other professional advisors or those of any of its affiliates, provided
that such parties agree to comply with the provisions of this Section,
(d) upon the request or demand of any Governmental Authority,
provided that the Administrative Agent, the Collateral Agent
or any Lender, as the case may be, requests confidential treatment of
such Information to the extent permitted by law, (e) in response to any
order of any court or other Governmental Authority or as may otherwise
be required pursuant to any Requirement of Law, provided that
the Administrative Agent, the Collateral Agent or any Lender, as the
case may be, requests confidential treatment of such Information to the
extent permitted by law, (f) if requested or required to do so in
connection with any litigation or similar proceeding, provided
that (1) the Administrative Agent, the Collateral Agent or any Lender,
as the case may be, provides the Company with notice of such event
promptly upon obtaining knowledge thereof (provided that the
Administrative Agent, the Collateral Agent or any Lender, as the case
may be, is not legally prohibited by law from giving such notice) so
that the Company may seek a protective order or other appropriate
remedy and (2) in the event that such protective order or other remedy
is not obtained, the Administrative Agent, the Collateral Agent or any
Lender, as the case may be, shall furnish only that portion of the
Information that is legally required and shall disclose the Information
in a manner reasonably designed to preserve its confidential nature,
(g) that has been publicly disclosed other than as a result of (1)
disclosure by the Administrative Agent, the Collateral Agent or any
Lender in violation of this Agreement or (2) becoming available from a
third party which to the knowledge of the Administrative Agent, the
Collateral Agent or any Lender, as the case may be, is prohibited from
disclosing such information pursuant to a contractual, legal or
fiduciary obligation to the Company or a third party, (h) to the
National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires
access to information about a Lender's investment portfolio in
connection with ratings issued with respect to such Lender, or (i) in
connection with the exercise of any remedy hereunder or under any other
Loan Document. Notwithstanding anything herein to the contrary, any
party to this Agreement (and any employee, representative, or other
agent of any party to this Agreement) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax
structure of the transactions contemplated by this Agreement and all
materials of any kind (including opinions or other tax analyses) that
are provided to it relating to such tax treatment and tax structure.
However, any such Information relating to the tax treatment or tax
structure is required to be kept confidential to the extent necessary
to comply with any applicable federal or state securities laws.

54








11.16 Several Obligations of
Borrowers; Company as Agent of Borrowers. (a) The Obligations of
each Borrower shall be several in nature.

(b) Each Borrower
irrevocably appoints the Company as its agent for all purposes relevant
to this Agreement and each of the other Loan Documents, including (i)
the giving and receipt of notices and (ii) the execution and delivery
of all documents, instruments and certificates contemplated herein and
all modifications hereto. Any acknowledgement, consent, direction,
certification or other action which might otherwise be valid or
effective only if given or taken by all Borrowers, or by each Borrower
acting singly, shall be valid and effective if given or taken only by
the Company, whether or not any such other Borrower joins therein. Any
notice, demand, consent, acknowledgement, direction, certification or
other communication delivered to the Company in accordance with the
terms of this Agreement shall be deemed to have been delivered to each
other Borrower.

11.17 Termination of Terminating Credit
Agreements The parties hereto (comprising certain of the parties
to the Terminating Credit Agreements) agree that, on the Closing Date,
the Terminating Credit Agreements shall terminate without further
action by any party thereto, any requirement to give notice of
termination pursuant to the Terminating Credit Agreements shall be
waived, and any loans outstanding pursuant to the Terminating Credit
Agreements and other amounts payable pursuant to the Terminating Credit
Agreements shall be due and payable on such date.

11.18
WAIVERS OF JURY TRIAL. EACH BORROWER, THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LENDERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.


11.19 USA Patriot
Act. Each Lender hereby notifies each Borrower that pursuant to
the requirements of the Patriot Act, it is required to obtain, verify
and record information that identifies each Borrower, which information
includes the name and address of each such Borrower and other
information that will allow such Lender to identify each such Borrower
in accordance with the Patriot Act.

55














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




											
	 		ASPEN
INSURANCE HOLDINGS LIMITED,
as a
Borrower
	 		By:		/s/
JULIAN CUSACK
	 		 		Name: JULIAN
CUSACK
	 		 		Title:  CHIEF
FINANCIAL OFFICER
	




Signature Page to 5-Year
Credit Agreement











											
	 		ASPEN
INSURANCE LIMITED,
as a Borrower
	 		By:		/s/
JULIAN CUSACK
	 		 		Name: JULIAN
CUSACK
	 		 		Title:  CHIEF
EXECUTIVE OFFICER
	




Signature Page to 5-Year
Credit Agreement











											
	 		ASPEN
INSURANCE UK LIMITED,
as a Borrower
	 		By:		/s/
SARAH DAVIES
	 		 		Name: SARAH
DAVIES
	 		 		Title:  DIRECTOR
	




Signature
Page to 5-Year Credit Agreement











											
	 		ASPEN
(UK) HOLDINGS LIMITED,
as a Borrower
	 		By:		/s/
SARAH DAVIES
	 		 		Name: SARAH
DAVIES
	 		 		Title:  DIRECTOR
	




Signature
Page to 5-Year Credit Agreement











											
	 		ASPEN
SPECIALTY INSURANCE COMPANY,
as a
Borrower
	 		By:		/s/
CHRIS MACIEJEWSKI
	 		 		Name: CHRIS
MACIEJEWSKI
	 		 		Title:  PRESIDENT
AND CHIEF UNDERWRITING OFFICER
	




Signature
Page to 5-Year Credit Agreement











											
	 		ASPEN
U.S. HOLDINGS, INC.
as a Borrower
	 		By:		/s/
JULIAN CUSACK
	 		 		Name: JULIAN
CUSACK
	 		 		Title:  CHAIRMAN
AND CHIEF FINANCIAL OFFICER
	




Signature Page
to 5-Year Credit Agreement











											
	 		BARCLAYS
BANK PLC,
as Administrative Agent and a
Lender
	 		By:		/s/
JONATHAN BURN
	 		 		Name: JONATHAN
BURN
	 		 		Title:  DIRECTOR
	




Signature
Page to 5-Year Credit Agreement











											
	 		BANK
OF AMERICA, N.A.,
as a Co-Syndication Agent and a Lender
	 		By:		/s/
TIMOTHY CASSIDY
	 		 		Name: TIMOTHY
CASSIDY
	 		 		Title:  VICE
PRESIDENT
	




Signature Page to 5-Year Credit
Agreement











											
	 		CALYON,
NEW YORK BRANCH,
as a Co-Syndication Agent and a
Lender
	 		By:		/s/
SEBASTIAN ROCCO
	 		 		Name: SEBASTIAN
ROCCO
	 		 		Title:  MANAGING
DIRECTOR
	 		By:		/s/
PETER RASMUSSEN
	 		 		Name: PETER
RASMUSSEN
	 		 		Title:  MANAGING
DIRECTOR
	




Signature Page to 5-Year Credit
Agreement











											
	 		CREDIT
SUISSE, CAYMAN ISLANDS BRANCH,
as a Co-Documentation Agent and a
Lender
	 		By:		/s/
JAY CHALL
	 		 		Name: JAY
CHALL
	 		 		Title:  DIRECTOR
	 		By:		/s/
KARIM BLASETTI
	 		 		Name: KARIM
BLASETTI
	 		 		Title:  ASSOCIATE
	




Signature
Page to 5-Year Credit Agreement











											
	 		DEUTSCHE
BANK AG, NEW YORK BRANCH,
as a Co-Documentation Agent and a
Lender
	 		By:		/s/
RUTH LEUNG
	 		 		Name: RUTH
LEUNG
	 		 		Title:  DIRECTOR
	 		By:		/s/
JOHN S. MCGILL
	 		 		Name: JOHN S.
MCGILL
	 		 		Title:  DIRECTOR
	




Signature
Page to 5-Year Credit Agreement











											
	 		ABN
AMRO BANK N.V.,
as a
Lender
	 		By:		/s/
NEIL R. STEIN
	 		 		Name: NEIL R.
STEIN
	 		 		Title:  DIRECTOR
	 		By:		/s/
MICHAEL DEMARCO
	 		 		Name: MICHAEL
DEMARCO
	 		 		Title:  ASSISTANT
VICE PRESIDENT
	




Signature Page to 5-Year
Credit Agreement











											
	 		CITIBANK,
NA,
as a Lender
	 		By:		/s/
MICHAEL A. TAYLOR
	 		 		Name: MICHAEL A.
TAYLOR
	 		 		Title:  MANAGING
DIRECTOR
	




Signature Page to 5-Year Credit
Agreement











											
	 		THE
BANK OF NEW YORK,
as a
Lender
	 		By:		/s/
DAVID TRICK
	 		 		Name: DAVID
TRICK
	 		 		Title:  VICE
PRESIDENT
	




Signature Page to 5-Year Credit
Agreement











											
	 		THE
BANK OF N. T. BUTTERFIELD & SON LIMITED,
as a Lender
	 		By:		/s/
ALAN DAY
	 		 		Name: ALAN
DAY
	 		 		Title:  VICE
PRESIDENT
	




Signature Page to 5-Year Credit
Agreement











											
	 		HSBC
BANK, USA, N.A.,
as a Lender
	 		By:		/s/
DENNIS COGAN
	 		 		Name: DENNIS
COGAN
	 		 		Title:  SENIOR
VICE PRESIDENT
	




Signature Page to 5-Year
Credit Agreement











											
	 		UBS
LOAN FINANCE LLC,
as a
Lender
	 		By:		/s/
WILFRED V. SAINT
	 		 		Name: WILFRED V.
SAINT
	 		 		Title:  DIRECTOR
	 		By:		/s/
JOCELIN FERNANDES
	 		 		Name: JOCELIN
FERNANDES
	 		 		Title:  ASSOCIATE
DIRECTOR
	




Signature Page to 5-Year Credit
Agreement














ANNEX
A

PRICING
GRID




															
	Consolidated
Leverage Ratio		Commitment Fee
 Rate
(bps)		Applicable
 Margin (bps)		Utilization Fee

Rate (bps)
	Less than or equal to
20%		 	10.0	 		 	45.0	 		 	10.0	 
	Less
than or equal to 25% but greater than
20%		 	12.5	 		 	55.0	 		 	10.0	 
	Greater
than
25%		 	15.0	 		 	75.0	 		 	10.0	 
	




For
the purposes of the Pricing Grid, changes in the Applicable Margin
resulting from changes in the Consolidated Leverage Ratio shall become
effective on the date (the "Adjustment
Date") that is three Business Days after the date on
which financial statements are delivered to the Administrative Agent
and each Lender pursuant to Section 6.1 and shall remain in effect
until the next change to be effected pursuant to this paragraph. If any
financial statements referred to above are not delivered within the
time periods specified in Section 6.1, then, until the date that is
three Business Days after the date on which such financial statements
are delivered, the highest rate set forth in each column of the Pricing
Grid shall apply. Each determination of the Consolidated Leverage Ratio
pursuant to the Pricing Grid shall be made in a manner consistent with
the determination thereof pursuant to Section 7.1.

Notwithstanding the foregoing, the Applicable Margin to be utilized
in determining the letter of credit fee payable by any Borrower for any
day in accordance with the first sentence of Section 3.3(a) on the face
amount of its Secured Letters of Credit shall be determined in
accordance with the procedures described in the preceding paragraph
using the table set forth
below.




							
	Consolidated
Leverage Ratio		Applicable
 Margin
(bps)
	Less than or equal to
20%		 	32.5	 
	Less than or equal to
25% but greater than
20%		 	40.0	 
	Greater than
25%		 	50.0	 
	











SCHEDULE 1.1

COMMITMENTS




							
	Lender		Commitment
	Barclays
Bank PLC		$	50,000,000	 
	Bank of America,
N.A.		 	42,500,000	 
	Calyon, New York
Branch		 	42,500,000	 
	Credit Suisse, Cayman
Islands Branch		 	42,500,000	 
	Deutsche Bank AG,
New York Branch		 	42,500,000	 
	ABN AMRO Bank
N.V.		 	35,000,000	 
	Citibank,
NA		 	35,000,000	 
	The Bank of New
York		 	35,000,000	 
	The Bank of N.T. Butterfield
& Son Limited		 	25,000,000	 
	HSBC Bank, USA,
N.A.		 	25,000,000	 
	UBS Loan Finance
LLC		 	25,000,000	 
	TOTAL		$	400,000,000	 
	











SCHEDULE 4.4

CONSENTS,
AUTHORIZATIONS, FILINGS AND
NOTICES

		
	1. 	Registration of the Pledge
and Security Agreement with the Registrar of Companies in Bermuda,
which registration is being performed by Appleby Spurling Hunter,
Bermuda counsel to the Company, and will be completed upon the filing
of an executed original copy of the document.


		
	2. 	UCC-1 financing statements and
continuation statements may be filed to evidence the pledge of
collateral by the Borrowers pursuant to the Pledge Agreement.









SCHEDULE 4.13

SUBSIDIARIES




															
	Subsidiary		Jurisdiction
of
 Incorporation		Capital
 Stock
Owned		Subsidiary

Borrower
	Aspen Insurance
Limited		Bermuda		100%
owned by
 Aspen Insurance
 Holdings
Limited		Yes
	Aspen (UK) Holdings
Limited		England and Wales		100% owned by

Aspen Insurance
 Holdings
Limited		Yes
	Aspen Insurance UK
Limited		England and Wales		100% owned by

Aspen (UK) Holdings Limited		Yes
	Aspen
Insurance UK Services Limited		England and
Wales		100% owned by
 Aspen (UK) Holdings
Limited		No
	Aspen U.S. Holdings,
Inc.		U.S. – Delaware		100% owned by

Aspen (UK) Holdings Limited		Yes
	AIUK
Trustees Limited		England and Wales		100% owned
by
 Aspen Insurance
 UK Services
Limited		No
	Aspen Specialty Insurance
Company		U.S. – North Dakota		100% owned
by
 Aspen U.S. Holdings, Inc.		Yes
	Aspen
Specialty Insurance Management, Inc.		U.S. –
Massachusetts		100% owned by
 Aspen U.S. Holdings,
Inc.		No
	Aspen Insurance U.S. Services
Inc.		U.S. – Delaware		100% owned by

Aspen U.S. Holdings, Inc.		No
	Aspen Re
America, Inc.		U.S. – Delaware		100% owned
by
 Aspen U.S. Holdings,
Inc.		No
	











SCHEDULE 7.2(b)(iv)

INDEBTEDNESS

1. Letters of Credit pursuant to
Barclays facility – Pursuant to the terms of an existing
letter of credit facility (which was renewed on July 4, 2005) between
Aspen Insurance UK Limited ("AIUK") and
Barclays Bank PLC ("Barclays"), Barclays
provides £60,000,000 for the issuance of letters of credit. As of
June 30, 2005, letters of credit in the aggregate amount of
£47,400,000 and $135,000 were issued and outstanding pursuant to
the facility. Except for the letter of credit issued in an amount of
$125,000 for the benefit of Brandywine Greentree V, LLC
("Brandywine") issued in support of certain
payment obligations of Aspen Insurance U.S. Services Inc.
("AIUSSI") under the Lease Agreement entered
into between AIUSSI and Brandywine as of December 1, 2003, the other
currently outstanding letters of credit under this facility are issued
to or for the benefit of reinsurance cedents or insurance clients in
the ordinary course of business.

2. Standby Letter
of Credit facility – Barclays facility, dated
July 4, 2005, in an amount of $125,000 to Aspen Insurance U.S. Services
Inc.

3. Barclaycard Facility –
facility (which was renewed on July 4, 2005) in an amount of up to
£500,000 provided by Barclays to AIUK to be used for employee
expense reimbursement.

4. Barclays Bankers
Automated Clearing Systems (BACS) Facility – short-term
overdraft facility (which was renewed on July 4, 2005) in an amount of
£900,000 provided by Barclays to AIUK.

5.
Barclays Spot and Forward Exchange Transactions (SFET)
Facility – the SFET facility (which was renewed on July
4, 2005) covers an amount of up to $150,000,000 provided by Barclays to
Aspen Insurance Holdings Limited. The facility is for the forward
purchase or sale of foreign currencies for delivery at a future date
and spot purchase or sale of foreign currencies. The amount of
$150,000,000 represents the aggregate of all deals and/or contracts,
including spot transactions, where Barclays is required to irrevocably
pay away funds prior to receiving firm confirmation of incoming
cover.

6. AFTS Daylight Overdraft Facility
 – intra day facility (which was renewed on July 4,
2005) for outward payments up to £250,000.

7.
AFTS Settlement Risk Limit – inter day facility
(which was renewed on July 4, 2005) for outward payments up to
£250,000.

8. Letters of Credit pursuant to
Citibank Facilities – AIUK is currently party to two
separate letter of credit facilities with Citibank, N.A.
("Citibank"), the London Market Letter of
Credit Scheme and the Insurance Letters of Credit Master Agreement,
each entered into as of November 13, 2002. As of June 30, 2005, letters
of credit in an aggregate amount of approximately $52,665,000 have been
issued and are outstanding pursuant to the London Market Letter of
Credit Scheme. Except for a letter of credit issued in an amount of
$75,000 for the benefit of the Internal Revenue Service, the remaining
letters of credit are issued to or for the benefit of reinsurance
cedents or insurance clients in the ordinary course of
business.








SCHEDULE 7.6

EXISTING
LIENS

1. Charge created in favor of Barclays Bank PLC
("Barclays") pursuant to Memorandum of
Deposit and Charge, made as of July 22, 2002, between Aspen Insurance
UK Limited (formerly Wellington Reinsurance Limited)
("AIUK") and Barclays to secure all
obligations of AIUK due and owing to Barclays under Items 1 and 2 of
Schedule 7.2(b)(iv). The property charged includes all Barclays Global
Investors Fund securities in the possession of Barclays which are now
or may from time to time be deposited with Barclays or its trustees or
nominee by AIUK or on its behalf (the
"Securities"), any securities transferred by
AIUK in substitution for or in addition to such Securities and any
bonus stock or shares or other new securities of a similar nature which
may be issued in respect of any of the Securities and all dividends and
interest and all rights, moneys or property accruing or offered at any
time by way of redemption, bonus, preference, option or otherwise in
respect of the Securities and all rights, claims and privileges for the
time being vested in AIUK in respect of any Securities (including,
without limitation, any rights or claims in relation to Securities held
or deposited in any securities clearing system in any part of the
world).

2. Charge created in favor of Citibank, N.A.
("Citibank") pursuant to the Deposit
Agreement, dated November 13, 2002 (the "Deposit
Agreement"), between AIUK and Citibank to secure all
obligations under any agreement to establish a letter of credit or
similar instruments or on any other account whatsoever. The charged
property includes all monies standing to the credit of the accounts
described in the Deposit Agreement.

3. Charge created in
favor of Citibank pursuant to the Security Agreement, dated November
13, 2002, between AIUK and Citibank to secure all obligations under any
custodial services agreement in place between Citibank and AIUK
pursuant to which Citibank arranges for letters of credit or similar
instruments or on any other account of AIUK at Citibank. The charged
property includes all securities held by or under the control or
direction of Citibank, all securities held by any clearance system on
behalf of or for the account of Citibank, all rights, benefits and
proceeds attaching to, or arising from, or in respect of, any of the
securities, all sums of money standing to the credit of any account
opened or maintained by Citibank for AIUK and all sums of money
standing to the credit of any account opened or maintained by any
clearance system for AIUK under the direction or control of
Citibank.

4. Lien created in favor of Citibank pursuant
to the Custody Agreement, dated as of November 1, 2002 (the
"Custody Agreement"), between AIUK and
Citibank as security for all liabilities of AIUK to Citibank under the
Custody Agreement. Lien covers all financial assets (other than cash or
cash equivalents) held by Citibank pursuant to the terms of the Custody
Agreement.