EX-10.01



 





EXHIBIT 10.01




CREDIT AGREEMENT




Dated as of June 8, 2007




among




MONTPELIER REINSURANCE LTD.,




MONTPELIER RE HOLDINGS LTD.




THE LENDERS PARTY HERETO




HSBC BANK USA, NATIONAL ASSOCIATION,

as Syndication Agent




and




BANK OF AMERICA, N.A.,

as Administrative Agent for itself and the

other lending institutions party hereto




 




Banc of America Securities LLC

and

HSBC Securities (USA) Inc.

as Joint Lead Arrangers and Book Managers




 









 





CONTENTS




	 	 	 	 	 	 	 	 	 
	Clause	 	Subject Matter	 	Page
	1. DEFINITIONS AND RULES OF INTERPRETATION	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	1.1	 	 	Definitions
	 	 	1	 
	 	1.2	 	 	Rules of Interpretation
	 	 	14	 
	 	1.3	 	 	Exchange Rates
	 	 	15	 
	 	1.4	 	 	Times of Day
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	2. COMMITMENTS, LOANS, LETTERS OF CREDIT	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	 	2.1	 	 	Commitments of Lenders
	 	 	16	 
	 	2.2	 	 	Procedures for Issuance and Amendment of Letters of Credit
	 	 	18	 
	 	2.3	 	 	Reliance by Fronting Bank and LC Administrator
	 	 	24	 
	 	2.4	 	 	Borrowings and Payments of Loans
	 	 	24	 
	 	2.5	 	 	Payments
	 	 	25	 
	 	2.6	 	 	Repayment of Loans
	 	 	26	 
	 	2.7	 	 	Fees; Interest
	 	 	26	 
	 	 	 	 	 
	 	 	 	 
	3. CERTAIN GENERAL PROVISIONS	 	 	28	 
	 	 	 	 	 
	 	 	 	 
	 	3.1	 	 	Payments
	 	 	28	 
	 	3.2	 	 	Taxes, etc
	 	 	31	 
	 	3.3	 	 	Additional Costs, etc
	 	 	31	 
	 	3.4	 	 	Compensation for Losses
	 	 	33	 
	 	3.5	 	 	Capital Adequacy
	 	 	33	 
	 	3.6	 	 	Certificate
	 	 	34	 
	 	3.7	 	 	Change of Location of Lending Office; Replacement of Lender
	 	 	34	 
	 	 	 	 	 
	 	 	 	 
	4. CASH COLLATERAL	 	 	34	 
	 	 	 	 	 
	 	 	 	 
	5. REPRESENTATIONS AND WARRANTIES	 	 	35	 
	 	 	 	 	 
	 	 	 	 
	 	5.1	 	 	Corporate Authority
	 	 	35	 
	 	5.2	 	 	Governmental Approvals
	 	 	36	 
	 	5.3	 	 	Financial Statements
	 	 	36	 
	 	5.4	 	 	No Material Adverse Changes, etc
	 	 	36	 
	 	5.5	 	 	Franchises, Patents, Copyrights, etc
	 	 	36	 
	 	5.6	 	 	Litigation
	 	 	36	 
	 	5.7	 	 	No Materially Adverse Contracts, etc
	 	 	37	 
	 	5.8	 	 	Compliance with Other Instruments, Laws, etc
	 	 	37	 






i 









 




CONTENTS





	 	 	 	 	 	 	 	 	 
	Clause	 	Subject Matter	 	Page
	 	5.9	 	 	Tax Status
	 	 	37	 
	 	5.10	 	 	No Event of Default
	 	 	37	 
	 	5.11	 	 	Investment Company Acts
	 	 	37	 
	 	5.12	 	 	Use of Proceeds
	 	 	37	 
	 	5.13	 	 	Subsidiaries, etc
	 	 	38	 
	 	5.14	 	 	Disclosure
	 	 	38	 
	 	5.15	 	 	Foreign Assets Control Regulations, Etc
	 	 	38	 
	 	 	 	 	 
	 	 	 	 
	6. AFFIRMATIVE COVENANTS	 	 	39	 
	 	 	 	 	 
	 	 	 	 
	 	6.1	 	 	Punctual Payment
	 	 	39	 
	 	6.2	 	 	Maintenance of Office
	 	 	39	 
	 	6.3	 	 	Records and Accounts
	 	 	39	 
	 	6.4	 	 	Financial Statements, Certificates and Information
	 	 	39	 
	 	6.5	 	 	Notices
	 	 	42	 
	 	6.6	 	 	Legal Existence; Maintenance of Properties
	 	 	42	 
	 	6.7	 	 	Taxes
	 	 	42	 
	 	6.8	 	 	Inspection of Properties and Books, etc
	 	 	43	 
	 	6.9	 	 	Compliance with Laws, Contracts, Licenses, and Permits
	 	 	43	 
	 	6.10	 	 	Use of Proceeds
	 	 	43	 
	 	6.11	 	 	Further Assurances
	 	 	44	 
	 	 	 	 	 
	 	 	 	 
	7. CERTAIN NEGATIVE COVENANTS	 	 	44	 
	 	 	 	 	 
	 	 	 	 
	 	7.1	 	 	Business Activities
	 	 	44	 
	 	7.2	 	 	Fiscal Year
	 	 	44	 
	 	7.3	 	 	Transactions with Affiliates
	 	 	44	 
	 	7.4	 	 	Disposition of Assets
	 	 	44	 
	 	7.5	 	 	Mergers, Consolidations and Sales
	 	 	44	 
	 	7.6	 	 	Liens
	 	 	45	 
	 	7.7	 	 	Debt
	 	 	45	 
	 	7.8	 	 	Burdensome Agreements
	 	 	46	 
	 	7.9	 	 	Investments in Blue Ocean Entities
	 	 	46	 
	 	 	 	 	 
	 	 	 	 
	8. FINANCIAL COVENANTS	 	 	46	 
	 	 	 	 	 
	 	 	 	 
	 	8.1	 	 	Leverage Ratio
	 	 	46	 






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CONTENTS





	 	 	 	 	 	 	 	 	 
	Clause	 	Subject Matter	 	Page
	 	8.2	 	 	A.M. Best Rating
	 	 	46	 
	 	8.3	 	 	Mont Re Net Worth
	 	 	46	 
	 	 	 	 	 
	 	 	 	 
	9. conditions to Closing Date	 	 	47	 
	 	 	 	 	 
	 	 	 	 
	 	9.1	 	 	Credit Agreement
	 	 	47	 
	 	9.2	 	 	Certified Copies of Governing Documents
	 	 	47	 
	 	9.3	 	 	Corporate or Other Action
	 	 	47	 
	 	9.4	 	 	Incumbency Certificate
	 	 	47	 
	 	9.5	 	 	Opinion of Counsel
	 	 	47	 
	 	9.6	 	 	Compliance Certificate
	 	 	47	 
	 	9.7	 	 	Mont Re Financial Strength Rating
	 	 	47	 
	 	9.8	 	 	Payment of Fees and Expenses
	 	 	47	 
	 	9.9	 	 	No Material Adverse Change
	 	 	48	 
	 	9.10	 	 	Representations True; No Event of Default
	 	 	48	 
	 	9.11	 	 	Process Agent Letter
	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	10. CONDITION TO ALL CREDIT EXTENSIONS	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	 	10.1	 	 	Representations True; No Event of Default
	 	 	48	 
	 	10.2	 	 	No Legal Impediment
	 	 	48	 
	 	10.3	 	 	Documents
	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	11. EVENTS OF DEFAULT; ACCELERATION; ETC	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	 	11.1	 	 	Events of Default and Acceleration
	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	12. THE ADMINISTRATIVE AGENT	 	 	52	 
	 	 	 	 	 
	 	 	 	 
	 	12.1	 	 	Authorization
	 	 	52	 
	 	12.2	 	 	Employees and Administrative Agents
	 	 	53	 
	 	12.3	 	 	No Liability
	 	 	53	 
	 	12.4	 	 	No Representations
	 	 	53	 
	 	12.5	 	 	Payments
	 	 	54	 
	 	12.6	 	 	Holders of Participations
	 	 	54	 
	 	12.7	 	 	Indemnity
	 	 	54	 
	 	12.8	 	 	Administrative Agent as Lender
	 	 	55	 
	 	12.9	 	 	Resignation
	 	 	55	 
	 	12.10	 	 	Administrative Agent May File Proofs of Claim
	 	 	56	 






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CONTENTS





	 	 	 	 	 	 	 	 	 
	Clause	 	Subject Matter	 	Page
	 	12.11	 	 	Notification of Defaults and Events of Default
	 	 	56	 
	 	12.12	 	 	Duties in the Case of Enforcement
	 	 	57	 
	 	 	 	 	 
	 	 	 	 
	13. SUCCESSORS AND ASSIGNS	 	 	57	 
	 	 	 	 	 
	 	 	 	 
	 	13.1	 	 	General Conditions
	 	 	57	 
	 	13.2	 	 	Assignments
	 	 	57	 
	 	13.3	 	 	Register
	 	 	58	 
	 	13.4	 	 	Participations
	 	 	58	 
	 	13.5	 	 	Payments to Participants
	 	 	59	 
	 	13.6	 	 	Miscellaneous Assignment Provisions
	 	 	59	 
	 	13.7	 	 	Assignee or Participant Affiliated with the Borrowers
	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	14. PROVISIONS OF GENERAL APPLICATIONS	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	 	14.1	 	 	Setoff
	 	 	59	 
	 	14.2	 	 	Expenses
	 	 	60	 
	 	14.3	 	 	Indemnification
	 	 	60	 
	 	14.4	 	 	Payments by Borrowers with respect to Indemnified Persons
	 	 	61	 
	 	14.5	 	 	Survival of Covenants, Etc
	 	 	62	 
	 	14.6	 	 	Notices and Other Communications; Facsimile Copies
	 	 	62	 
	 	14.7	 	 	Miscellaneous
	 	 	64	 
	 	14.8	 	 	Successors and Assigns
	 	 	64	 
	 	14.9	 	 	Choice of Law/Binding Effect
	 	 	64	 
	 	14.10	 	 	WAIVER OF JURY TRIAL
	 	 	64	 
	 	14.11	 	 	Delivery of Additional Documents
	 	 	65	 
	 	14.12	 	 	Confidentiality
	 	 	65	 
	 	14.13	 	 	Consents, Amendments, Waivers, Etc
	 	 	66	 
	 	14.14	 	 	Agent for Service
	 	 	67	 
	 	14.15	 	 	Conversion
	 	 	68	 
	 	14.16	 	 	Counterparts
	 	 	68	 
	 	14.17	 	 	Interest Rate Limitation
	 	 	68	 
	 	14.18	 	 	Integration
	 	 	68	 
	 	14.19	 	 	Severability
	 	 	69	 
	 	14.20	 	 	Tax Forms
	 	 	69	 






iv 









 




CONTENTS





	 	 	 	 	 	 	 	 	 
	Clause	 	Subject Matter	 	Page
	 	14.21	 	 	No Advisory or Fiduciary Responsibility
	 	 	70	 
	 	14.22	 	 	USA PATRIOT Act Notice
	 	 	70	 






v 









 





Exhibits




	 	 	 
	Exhibit A

	 	Form of Assignment and Assumption
	Exhibit B

	 	Form of Loan Notice
	Exhibit C

	 	Form of Compliance Certificate
	Exhibit D

	 	Form of Several Letter of Credit






Schedules




	 	 	 
	Schedule 1.1

	 	Commitments
	Schedule 5.6

	 	Litigation
	Schedule 5.13

	 	Subsidiaries
	Schedule 14.6

	 	Address for Notices






 









 





CREDIT AGREEMENT




     This CREDIT AGREEMENT is made as of June 8, 2007, by and among Montpelier Reinsurance Ltd.
(“Mont Re”), a limited liability company duly incorporated as an exempted company under the
laws of Bermuda, Montpelier Re Holdings Ltd., a Bermuda holding company (“Parent” and,
together with Mont Re, each a “Borrower” and collectively the “Borrowers”) each having its
registered office at Montpelier House, 94 Pitts Bay Road, Hamilton, Bermuda HM HX, the lending
institutions party hereto (the “Lenders”), Bank of America, N.A. a national banking
association, as fronting bank, letter of credit administrator and as administrative agent for
itself and such other lending institutions (the “Administrative Agent”).



     WHEREAS, the Borrowers have requested the Lenders to provide a Revolving Loan and Letter of
Credit Facility and the Lenders are willing to do so on the terms and conditions set forth herein.



     NOW THEREFORE, in consideration of the mutual agreements set forth herein, the parties hereto
agree as follows:



1. DEFINITIONS AND RULES OF INTERPRETATION.




     1.1 Definitions.



     The following terms shall have the meanings set forth in this §1 or elsewhere in the
provisions of this Credit Agreement referred to below:



     Administrative Agent. Bank of America, acting as agent for the Lenders, and each
other Person appointed as the successor Administrative Agent in accordance with §12.9.



     Administrative Agent’s Office. The Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 14.6, or such other address as the
Administrative Agent may from time to time notify the Borrowers and the Lenders.



     Administrative Agent’s Special Counsel. Mayer, Brown, Rowe & Maw LLP or such other
counsel as may be approved by the Administrative Agent.



     Administrative Questionnaire. An Administrative Questionnaire in a form supplied by
the Administrative Agent.



     Affiliate. Any Person that would be considered to be an affiliate of any other Person
under Rule 144(a) of the Rules and Regulations promulgated under the Securities Act of 1933, as
amended, if such Person were issuing securities or any Person which, directly or
indirectly, controls, is controlled by or is under common control with such Person. “Control” of a
Person means the power, directly or indirectly, (a) to vote ten percent (10%) or more of the
Capital Stock (on a fully diluted basis) of such Person having ordinary voting power for the
election of directors, managing members or general partners (as applicable); or (b) to direct or
cause the direction of the management and policies of such Person (whether by contract or
otherwise).



     Agent for Service. See §14.14.



 









 





     Alternative Currency. Canadian Dollars.



     Alternative Currency Equivalent. At any time, with respect to any amount denominated
in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by
the Administrative Agent or the Fronting Bank, as the case may be, at such time on the basis of the
Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such
Alternative Currency with Dollars.



     A.M. Best Rating. The financial strength rating issued with respect to Mont Re by
A.M. Best Company.



     Applicable Issuing Party. In the case of Fronted Letters of Credit, the Fronting Bank
and in the case of Several Letters of Credit, the LC Administrator.



     Applicable Issuing Party’s Office. With respect to an Applicable Issuing Party, the
address and, as appropriate, account set forth for such Applicable Issuing Party on Schedule
14.6, or such other address as such Applicable Issuing Party may from time to time notify the
Borrowers and the Lenders.



     Applicable Rate. The following percentages per annum, based upon the Senior Debt
Rating of the Parent as set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Applicable	 	Utilization Fee if
	 	 	 	 	 	 	 	 	 	 	 	 	Margin for	 	more than 50%
	 	 	Senior Debt Rating	 	Commitment	 	Letter of	 	Eurocurrency	 	of the Total
	Pricing Level	 	of Mont Re Holdings	 	Fee	 	Credit Fees	 	Loans	 	Commitment
	1

	 	Greater than or equal to A-/A3
	 	 	0.080	%	 	 	0.300	%	 	 	0.300	%	 	 	0.100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	Less than A-/A3 but greater than or equal to BBB+/Baa1
	 	 	0.090	%	 	 	0.400	%	 	 	0.400	%	 	 	0.100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	Less than BBB+/Baa1but greater than or equal to
BBB/Baa2
	 	 	0.100	%	 	 	0.500	%	 	 	0.500	%	 	 	0.100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	Less than BBB/Baa2but greater than or equal to
BBB-/Baa3
	 	 	0.125	%	 	 	0.600	%	 	 	0.600	%	 	 	0.100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	Less than BBB-/Baa3 or no rating
	 	 	0.150	%	 	 	0.750	%	 	 	0.750	%	 	 	0.100	%







     “Debt Rating” means, as of any date of determination, the rating as
determined by either S&P or Moody’s (collectively, the “Debt Ratings”) of the
Parent’s non-credit-enhanced, senior unsecured long-term debt; provided that (a) if
the respective Debt Ratings issued by foregoing rating agencies differ by one level, then
the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for
Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest);
(b) if there is a split in Debt Ratings of more than one level, then the Pricing Level that
is one level



2









 







lower than the Pricing Level of the higher Debt Rating shall apply; (c) if the Parent
has only one Debt Rating, the Pricing Level that is one level lower than that of such Debt
Rating shall apply; and (d) if the Parent does not have any Debt Rating, Pricing Level 5
shall apply.



     Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the
certificate delivered pursuant to §9.6. Thereafter, each change in the Applicable Rate resulting
from a publicly announced change in the Debt Rating whether an upgrade or a downgrade shall be
effective during the period commencing on the date of the public announcement thereof and ending on
the date immediately preceding the effective date of the next such change.



     Approved Fund. Any Fund 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.



     Arrangers. Banc of America Securities LLC and HSBC Securities (USA) Inc.



     Assignment and Assumption. An assignment and assumption entered into by a Lender and
an Eligible Assignee (with the consent of any party whose consent is required by §13.2), and
accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form
approved by the Administrative Agent.



     Balance Sheet Date. December 31, 2006.



     Bank of America. Bank of America, N.A. and its successors.



     Base Rate. For any day, a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly
announced from time to time by the Administrative Agent as its “prime rate.” The “prime rate” is a
rate set by the Administrative Agent based upon various factors including the Administrative
Agent’s costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by the Administrative Agent shall take effect at the
opening of business on the day specified in the public announcement of such change.



     Base Rate Loan. A Loan that bears interest at a rate based on the Base Rate.



     Borrower and Borrowers. As defined in the preamble hereto.



     Borrowing. A borrowing consisting of simultaneous Loans of the same type, and, in the
case of Eurocurrency Rate Loans, having the same Interest Period, made by each of the Lenders
pursuant to §2.1.1.



     Business Day. Any day other than a Saturday, Sunday or other day on which commercial
banks are authorized or permitted to close under the laws of, or are in fact closed in, Bermuda or
the state where the Administrative Agent’s Office with respect to Obligations denominated in
Dollars is located and if such day relates to any interest rate settings as to a Eurocurrency Rate



3









 







Loan, any fundings, disbursements, settlements and payments in respect of any such
Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Credit
Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in
deposits in Dollars are conducted by and between banks in the London interbank eurocurrency market.



     Canadian Dollars or C$. The lawful currency of Canada.



     Capital Lease Obligation. As to any Person, the obligations of such Person to pay
rent or other amounts under any lease which is required to be classified and accounted for as a
capital lease on a balance sheet of such Person in accordance with GAAP. For purposes of this
Credit Agreement, the amount of such Capital Lease Obligation shall be the capitalized amount
thereof determined in accordance with GAAP.



     Capital Stock. Any and all shares, interests, share capital, participations or other
equivalents (however designated) of capital stock of a corporation or company, 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 Collateralize. See §4(c).



     Change in Control. Any of (a) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all, of the assets of a
Borrower occurs; (b) any “person” as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”) other than the Parent is or becomes, directly
or indirectly, the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of
securities of Mont Re that represent 51% or more of the combined voting power of Mont Re’s then
outstanding securities; (c) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of a Borrower (together with any new or
replacement directors whose election by the Board of Directors or whose nomination by the
stockholders of such Borrower was approved by a vote of a majority of the Directors of such
Borrower then still in office who are either directors or replacement directors at the beginning of
such period or whose election or nomination for election was previously so approved) cease for any
reason to constitute a majority of such Borrower’s Board of Directors then in office; or (d) the
Parent ceases to (x) be the single largest shareholder of Mont Re or (y) be directly or indirectly,
the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of securities of Mont Re
that represent 10% or more of the combined voting power of Mont Re’s then outstanding securities.



     Closing Date. The first date on which the conditions set forth in §9 have been
satisfied.



     Code. The Internal Revenue Code of 1986, as amended from time to time, and
regulations promulgated thereunder.



     Combined or combined. With reference to the accounts of the Parent and its
Subsidiaries, combined in accordance with GAAP.



4









 





     Commitment. The amount set forth on Schedule 1.1 hereto or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as the amount
of such Lender’s commitment to make Loans to the Borrowers and to participate in the issuance,
extension and renewal of Letters of Credit for the account of Mont Re, as the same be reduced from
time to time or if such commitment is terminated pursuant to the provisions hereof, zero.



     Commitment Fee. See §2.7.1.



     Commitment Percentage. With respect to each Lender, the percentage (carried to the
ninth decimal place) of the Total Commitment represented by such Lender’s Commitment.



     Commitment Termination Date. The earliest of (a) June 7, 2008 and (b) the occurrence
of a Commitment Termination Event; provided, however, that if such date is not a Business Day, the
Commitment Termination Date shall be the next preceding Business Day.



     Commitment Termination Event. The earliest to occur of (a) the date of termination of
the Total Commitment pursuant to §2.1.3 and (b) the date of termination of the Commitment of each
Lender to make Loans and of the obligation of the Issuers to issue Letters of Credit pursuant to
§11.1.



     Compliance Certificate. See §6.4(d).



     Consolidated Debt. The consolidated Debt (excluding Hedging Obligations) of the
Parent and its Subsidiaries.



     Consolidated Net Income. For any period, for Mont Re and its Subsidiaries on a
consolidated basis, the net income of Mont Re and its Subsidiaries (excluding extraordinary gains
and extraordinary losses) for that period calculated in accordance with GAAP.



     Contingent Liability. Any agreement, undertaking or arrangement by which any Person
(outside the ordinary course of business) guarantees, endorses, acts as surety for or otherwise
becomes or is contingently liable for (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment by, to supply funds to, or otherwise to invest in, a debtor, or otherwise
to assure a creditor against loss) the Debt, obligation or other liability of any other Person
(other than by endorsements of instruments in the course of collection), or for the payment of
dividends or other distribution upon the shares of any other Person or undertakes or agrees
(contingently or otherwise) to purchase, repurchase, or otherwise acquire or become responsible for
any Debt, obligation or liability or any security therefor, or to provide funds for the payment or
discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions
or otherwise) or to maintain solvency, assets, level of income, or other financial condition of any
other Person, or to make payment or transfer property to any other Person other than for fair value
received; provided, however, that obligations of each of Mont Re and the Insurance Subsidiaries
under Primary Policies or Reinsurance Agreements which are entered into in the ordinary course of
business (including security posted by Mont Re and each of the Insurance Subsidiaries in the
ordinary course of its business to secure obligations thereunder) shall not be deemed to be
Contingent Liabilities of such Insurance Subsidiary or Mont Re for the purposes of this Credit
Agreement. The amount of any Person’s obligation under any Contingent Liability shall (subject to
any limitation set forth therein) be deemed to be the lesser of (i) the outstanding



5









 







principal amount (or maximum permitted principal amount, if larger) of the Debt, obligation or
other liability guaranteed or supported thereby or (ii) the maximum stated amount so guaranteed or
supported.



     Consolidated or consolidated. With reference to the accounts of the Parent and its
Subsidiaries or Mont Re and its Subsidiaries, as the case may be, consolidated in accordance with
GAAP.



     Credit Agreement. This Credit Agreement.



     Credit Extension. Each of the following (a) a Borrowing and (b) the issuance,
extension, amendment or renewal of a Letter of Credit.



     Debt. With respect to any Person, at any date, without duplication, (a) all
obligations of such Person for borrowed money or in respect of loans or advances; (b) all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c)
all obligations in respect of letters of credit which have been drawn but not reimbursed by the
Person for whose account such letter of credit was issued within the later of (x) three (3)
Business Days and (y) the applicable cure period and bankers’ acceptances issued for the account of
such Person; (d) all Capital Lease Obligations of such Person; (e) all Hedging Obligations of such
Person; (f) to the extent required to be included as liabilities in accordance with GAAP, all
obligations of such Person to pay the deferred purchase price of property or services; (g) Debt of
such Person secured by a Lien on property owned or being purchased by such Person (including Debt
arising under conditional sales or other title retention agreements) whether or not such Debt is
limited in recourse; (h) any Debt of another Person secured by a Lien on any assets of such first
Person, whether or not such Debt is assumed by such first Person (it being understood that if such
Person has not assumed or otherwise become personally liable for any such Debt, the amount of the
Debt of such Person in connection therewith shall be limited to the lesser of the face amount of
such Debt and the fair market value of all property of such Person securing such Debt); (i) any
Debt of a partnership in which such Person is a general partner unless such debt is nonrecourse to
such Person; and (j) all Contingent Liabilities of such Person in connection with the foregoing;
provided that, notwithstanding anything to contrary contained herein, Debt shall not include (x)
unsecured current liabilities incurred in the ordinary course of business and paid within ninety
(90) days after the due date (unless contested diligently in good faith by appropriate proceedings
and, if requested by the Administrative Agent, reserved against in conformity with GAAP) other than
liabilities that are for money borrowed or are evidenced by bonds, debentures, notes or other
similar instruments or (y) any obligations of such Person under any Reinsurance Agreement or any
Primary Policy.



     Default. Any event which would, with the giving of notice or the lapse of time,
constitute an Event of Default.



     Default Rate. (a) When used with respect to Obligations other than Letter of Credit
Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable
to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency
Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with



6









 







respect to Letter of Credit Fees, a rate equal to the applicable Letter of Credit Fee plus 2%
per annum, in all cases to the fullest extent permitted by applicable laws.



     Delinquent Lender. See §12.5.3.



     Dollars or $. Dollars in lawful currency of the United States of America.



     Dollar Equivalent. At any time, (a) with respect to any amount denominated in
Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency,
the equivalent amount thereof in Dollars as determined by the Administrative Agent or Fronting
Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.



     Eligible Assignee. Any of (a) a Lender, (b) an Affiliate of a Lender or (c) a
financial institution having a senior unsecured debt rating of not less than “A”, or its
equivalent, by S&P and (d) any other Person (other than a natural person) approved by (i) the
Administrative Agent and the Fronting Bank and (ii) unless a Default or an Event of Default has
occurred and is continuing, Mont Re (with each such approval not to be unreasonably withheld or
delayed); provided, however, that all cases such Assignee must be a NAIC Approved Bank unless Mont
Re and the Fronting Bank have agreed that such Assignee may become a Participating Bank.



     Eurocurrency Rate. For any Interest Period with respect to a Eurocurrency Rate Loan,
the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing quotations of BBA LIBOR as
designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period, for deposits in the relevant
currency (for delivery on the first day of such Interest Period) with a term equivalent to such
Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency
Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent
to be the rate at which deposits in the relevant currency for delivery on the first day of such
Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate)
to major banks in the London or other offshore interbank market for such currency at their request
at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such
Interest Period.



     Eurocurrency Rate Loan. A Loan that bears interest at a rate based on the
Eurocurrency Rate.



     Event of Default. See §11.1.



     Existing Credit Facilities. Each of (a) the Second Amended and Restated Letter of
Credit Reimbursement and Pledge Agreement dated as of August 4, 2005 among the Borrowers, various
financial institutions and the Administrative Agent, (b) the Amended and Restated Letter of Credit
Reimbursement and Pledge Agreement dated as of June 9, 2006 among Mont Re, various financial
institutions and the Administrative Agent, and (c) the Letter of Credit



7









 







Reimbursement and Pledge Agreement dated as of the date hereof among Mont Re, various
financial institutions and the Administrative Agent.



     Federal Funds 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 on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative Agent.



     Fee Letter. The fee letter dated as of May 10, 2007 among the Borrowers, the
Administrative Agent and Banc of America Securities LLC.



     Fees. The Letter of Credit Fee, the Commitment Fee and the Utilization Fee.



     Financial Affiliate. A Subsidiary of the bank holding company controlling any Lender,
which Subsidiary is engaging in any of the activities permitted by §4(e) of the Bank Holding
Company Act of 1956 (12 U.S.C. §1843).



     Fronted Letters of Credit. Any Letter of Credit which is issued by the Fronting Bank
pursuant to § 2.1.1.



     Fronting Bank. Bank of America in its capacity as an issuer of (a) Fronted Letters of
Credit and (b) Several Letters of Credit on behalf of each Participating Bank.



     Fund. Any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.



     GAAP or generally accepted accounting principles. (a) When used in §6, whether
directly or indirectly through reference to a capitalized term used therein, means (i) principles
that are consistent with the principles promulgated or adopted by the Financial Accounting
Standards Board and its predecessors, in effect for the fiscal year ended on the Balance Sheet
Date, and (ii) to the extent consistent with such principles, the accounting practice of the Parent
reflected in its financial statements for the year ended on the Balance Sheet Date, and (b) when
used in general, other than as provided above, means principles that are (i) consistent with the
principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors,
as in effect from time to time, and (ii) consistently applied with past financial statements of the
Parent adopting the same principles, provided that in each case referred to in this definition of
“GAAP” a certified public accountant would, insofar as the use of such accounting
principles is pertinent, be in a position to deliver an unqualified opinion (other than a
qualification regarding changes in GAAP) as to financial statements in which such principles have
been properly applied.



8









 





     Governing Documents. With respect to any Person, its certificate or articles of
incorporation, memorandum of association, certificate of formation, or, as the case may be,
certificate of limited partnership, its by-laws, operating agreement or, as the case may be,
partnership agreement or other constitutive documents and all shareholder agreements, voting trusts
and similar arrangements applicable to any of its Capital Stock.



     Governmental Authority. Any foreign, federal, state, regional, local, municipal or
other government, or any department, commission, board, bureau, agency, public authority or
instrumentality thereof or any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government or any court or arbitrator.



     Hedging Obligations. With respect to any Person, the liability of such Person under
any futures contract or options contract, interest rate swap agreements and interest rate collar
agreements and all other agreements or arrangements (other than Retrocession Agreements), designed
to protect such Person against fluctuations in interest rates or currency exchange rates. Debt
under a Hedging Obligation shall be the amount of such Person’s net obligation, if any, under each
hedging agreement (determined on the mark-to-market value for such agreement based upon a readily
available quotation provided by a recognized dealer in such type of hedging agreement).



     Hybrid Securities. Any securities directly or indirectly issued by the Parent or any
trust or other entity formed by the Parent that are treated as hybrid capital by S&P including,
without limitation, the $100,000,000 trust preferred securities issued on January 6, 2006.



     Indemnified Persons. See §14.4(a)




     Indemnitee. See §14.3




     Individual Outstandings. As to any Lender, such Lender’s Commitment Percentage of the
Total Outstandings as of such date.



     Ineligible Securities. Securities which may not be underwritten or dealt in by member
banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. §24,
Seventh), as amended.



     Insurance Subsidiary. Mont Re and any other Subsidiary of the Parent created after
the Closing Date which is licensed by any Governmental Authority to engage in the insurance
business.



     Interest Payment Date. (a) As to any Eurocurrency Rate Loan, the last day of each
Interest Period applicable to such Loan and the Commitment Termination Date; provided, however,
that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates
that fall every three months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June,
September and December and the Commitment Termination Date.



     Interest Period. As to each Eurocurrency Rate Loan, the period commencing on the date
such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate



9









 







Loan and ending on the date one, two, three or six months or, with the consent of the Lenders,
such longer or shorter period months thereafter, as selected by a Borrower in its Loan Notice,
provided that:



     (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding Business Day;



     (ii) 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 the calendar month at the end of such
Interest Period; and



     (iii) no Interest Period shall extend beyond the Commitment Termination Date.



     Issuer. With respect to any Letter of Credit, the Person or Persons who have issued
such Letter of Credit. In the case of Fronted Letters, the Fronting Bank shall be the Issuer. In
the case of Several Letters of Credit, each Lender who is shown on such Several Letter of Credit as
having a “Commitment Share” shall be an Issuer.



     LC Administrator. Bank of America’s Letter of Credit Operations located at One Fleet
Way, Scranton, PA 18507, together with any replacement LC Administrator arising under Section 12.9.



     Lender Affiliate. With respect to any Lender, (a) an Affiliate of such Lender or (b)
any Approved Fund.



     Lenders. The lending institutions executing this Credit Agreement as a Lender and any
other Person who becomes an assignee of any rights and obligations of a Lender pursuant to §13.



     Letters of Credit. See § 2.1.1.



     Letter of Credit Application. An application and agreement for the issuance and
amendment of a Letter of Credit in the form from time to time in use by the Applicable Issuing
Party.



     Letter of Credit Fee. See §2.7.3.



     Letter of Credit Participation. See §2.2.3.



     Letter of Credit Expiration Date. The date which is one year after the Commitment
Termination Date (or, if such day is not a Business Day, the next preceding Business Day).



     Leverage Ratio. The ratio, expressed as a percentage, of (a) Consolidated Debt to (b)
Parent Consolidated Net Worth plus Consolidated Debt.



10









 






     Lien. When used with respect to any Person, any interest in any real or personal
property, asset or other right held, owned or being purchased or acquired by such Person for its
own use, consumption or enjoyment which secures payment or performance of any obligation and shall
include any mortgage, lien, pledge, encumbrance, charge, retained title of a conditional vendor or
lessor, or other security agreement, mortgage, deed of trust, chattel mortgage, assignment, pledge,
retention of title, financing or similar statement or notice, or other encumbrance arising as a
matter of law, judicial process or otherwise.



     Loan. A revolving loan by a Lender to a Borrower pursuant to §2.1.1. A Loan may be a
Base Rate Loan or a Eurocurrency Rate Loan. All Loans shall be denominated in Dollars.



     Loan Notice. A notice of (a) a Borrowing, (b) a conversion of Loans from one type to
the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to §2.4, which, if in
writing, shall be substantially in the form of Exhibit B.



     Loan Documents. This Credit Agreement, the Letter of Credit Applications, the Letters
of Credit and the Fee Letter.



     Material Adverse Effect. With respect to any event or occurrence of whatever nature
(including any adverse determination in any litigation, arbitration or governmental investigation
or proceeding) which results in:



     (a) a material adverse effect on the business, properties, condition (financial or otherwise),
assets, operations or income of (i) Mont Re individually, (ii) Mont Re and its Subsidiaries, taken
as a whole or (iii) the Parent and its Subsidiaries, taken as a whole;



     (b) a material adverse effect on the ability of either Borrower to perform any of its
Obligations under any of the Loan Documents to which it is a party; or



     (c) any impairment of the validity, binding effect or enforceability of this Credit Agreement
or any of the other Loan Documents (other than a Letter of Credit), any impairment of the rights,
remedies or benefits available to the Administrative Agent or any Lender under any Loan Document.



In determining whether any individual event has a Material Adverse Effect, notwithstanding that
such event does not of itself have such effect, a Material Adverse Effect shall be deemed to have
occurred if the cumulative effect of such event and all other then existing events results in a
Material Adverse Effect.



     Material Party. Each of (a) the Parent, (b) Mont Re, (c) any Insurance Subsidiary of
a Borrower, and (d) any Subsidiary of either Borrower which is not an Insurance Subsidiary whose
(i) total assets are 15% or more of the total assets of Mont Re and its consolidated Subsidiaries
(including such Subsidiary) in each case as set forth on the most recent fiscal year end balance
sheet of such Subsidiary and Mont Re and its consolidated Subsidiaries, respectively, and computed
in accordance with GAAP, and (ii) total revenues are 15% or more of the total revenues of Mont Re
and its consolidated Subsidiaries (including such Subsidiary), in each case as set forth on the
most recent fiscal year-end income statements of such Subsidiary and Mont Re and its consolidated
Subsidiaries, respectively, and computed in accordance with GAAP.



11









 





     Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries may at
any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from
time to time pursuant to the terms of the Letters of Credit.



     Mont Re Net Worth. The Net Worth of Mont Re and its Subsidiaries on a consolidated
basis.



     Net Worth. With respect to any Person, the consolidated net worth of such Person
calculated in accordance with GAAP.



     Obligations. All indebtedness, obligations and liabilities of the Borrowers to any of
the Lenders, the LC Administrator, the Fronting Bank and the Administrative Agent, individually or
collectively, existing on the date of this Credit Agreement or arising thereafter, direct or
indirect, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising or incurred under this Credit Agreement or any of the other Loan Documents or
in respect of any Reimbursement Obligations incurred under any Letter of Credit or other instrument
at any time evidencing any thereof and arising by contract, operation of law or otherwise.



     Participant. See §13.4.



     Participating Bank. From time to time with respect to Several Letters of Credit, each
Lender for whose Commitment Percentage the Fronting Bank has agreed to be liable.



     Parent is defined in the preamble hereto.



     Parent Consolidated Net Worth. The Net Worth of the Parent and its Subsidiaries on a
consolidated basis.



     Person. Any individual, corporation, limited liability company partnership, limited
liability partnership, firm, trust, joint venture, joint stock company, other unincorporated
association, or other legal entity, and any Governmental Authority, each whether acting in an
individual, fiduciary or other capacity.



     Platform is defined in §6.4.



     Primary Policies. Any insurance policies issued by Mont Re or any other Insurance
Subsidiary.



     Register. See §13.3.



     Release Amount. See §4.7.



     Reimbursement Obligation. Mont Re’s obligation to reimburse the Applicable Issuing
Party and the Lenders on account of any drawing under any Letter of Credit as provided in §2.2.



     Reinsurance Agreement. Any arrangement whereby Mont Re or any other Insurance
Subsidiary, as reinsurer, agrees to indemnify any other insurance or reinsurance company against



12









 







all or a portion of the insurance or reinsurance risks underwritten by such insurance or
reinsurance company under any insurance or reinsurance policy.



     Related Parties. With respect to any specified Person, such Person’s Affiliates and
the respective directors, officers, employees, agents and advisors of such Person and such Person’s
Affiliates.



     Required Lenders. As of any date, the Lenders whose aggregate Commitments constitutes
at least fifty-one percent (51%) of the Total Commitment or, if the Commitments have been
terminated, the Lenders whose Individual Outstandings constitute at least fifty-one percent (51%)
of the Total Outstandings, provided that the Commitment of, and the Individual Outstandings held or
deemed held by, any Delinquent Lender shall be excluded for purposes of making a determination of
Required Lenders.



     Responsible Officer. The president, chief executive officer, chief financial officer,
chief operating officer, treasurer, controller or any vice-president of a Borrower.



     Retrocession Agreements. Any agreement, treaty, certificate or other arrangement
whereby Mont Re or any other Insurance Subsidiary cedes to another insurer all or part of Mont Re’s
or such Insurance Subsidiary’s liability under a policy or policies of insurance reinsured by Mont
Re or such Insurance Subsidiary.



     Revaluation Date. With respect to any Letter of Credit, each of the following: (i)
each date of issuance or extension or renewal of a Letter of Credit denominated in an Alternative
Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of
increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any
payment by the Fronting Bank under any Letter of Credit denominated in an Alternative Currency,
(iv) the last Business Day of each month and (v) such additional dates as the Administrative Agent
or the Fronting Bank shall determine or the Required Lenders shall require.



     S&P. Standard & Poor’s Ratings Group.



     Same Day Funds. (a) With respect to disbursements and payments in Dollars,
immediately available funds, and (b) with respect to disbursements and payments in an Alternative
Currency, same day or other funds as may be determined by the Administrative Agent or the Fronting
Bank, as the case may be, to be customary in the place of disbursement or payment for the
settlement of international banking transactions in the relevant Alternative Currency.



     Several Letters of Credit. Letters of Credit issued severally by the Lenders
substantially in the form of Exhibit D with such changes therein as the LC Administrator
determines is not adverse to the interests of the Lenders.



     Shareholders’ Equity. As of any date of determination, consolidated shareholders’
equity of Mont Re and its Subsidiaries as of such date determined in accordance with GAAP.



13









 





     Spot Rate. For a currency, the rate determined by the Administrative Agent or the
Fronting Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the
spot rate for the purchase by such Person of such currency with another currency through its
principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days
prior to the date as of which the foreign exchange computation is made; provided that the
Administrative Agent or the Fronting Bank may obtain such spot rate from another financial
institution designated by the Administrative Agent or the Fronting Bank if the Person acting in
such capacity does not have as of the date of determination a spot buying rate for any such
currency; and provided further that the Fronting Bank may use such spot rate quoted
on the date as of which the foreign exchange computation is made in the case of any Letter of
Credit denominated in an Alternative Currency.



     Subsidiary. Any corporation, association, trust, or other business entity of which
the designated parent shall at any time own directly or indirectly through a Subsidiary or
Subsidiaries at least a majority (by number of votes) of the outstanding Voting Stock; provided,
however, that Blue Ocean Re Holdings Ltd. will not be considered a Subsidiary.



     Total Commitment. The sum of the Commitments of the Lenders, as in effect from time
to time.



     Total Outstandings. The sum of the Dollar Equivalent of the Maximum Drawing Amount
plus the Dollar Equivalent of the total Unpaid Reimbursement Obligation with respect to Letters of
Credit on such date after giving effect to any Credit Extensions pursuant to §2.1.1 and repayment
of Reimbursement Obligations with respect to Letters of Credit on such date.



     Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which Mont Re does
not reimburse the Applicable Issuing Party and/or the Lenders, as applicable on the date specified
in, and in accordance with, §2.2.



     Utilization Fee. See §2.7.2.



     Voting Stock. Stock or similar interests, of any class or classes (however
designated), the holders of which are at the time entitled, as such holders, to vote for the
election of a majority of the directors (or persons performing similar functions) of the
corporation, association, trust or other business entity involved, whether or not the right so to
vote exists by reason of the happening of a contingency.



     1.2 Rules of Interpretation.



          (a) A reference to any document or agreement shall include such document or agreement as
amended, modified or supplemented from time to time in accordance with its terms or the terms of
this Credit Agreement.



          (b) The singular includes the plural and the plural includes the singular.



          (c) A reference to any law includes any amendment or modification to such law.



14









 





          (d) A reference to any Person includes its permitted successors and permitted assigns.



          (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP
applied on a consistent basis by the accounting entity to which they refer.



          (f) The words “include”, “includes” and “including” are not limiting.



          (g) All terms not specifically defined herein or by GAAP, which terms are defined in the
Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them
therein, with the term “instrument” being that defined under Article 9 of the Uniform
Commercial Code.



          (h) Reference to a particular “§” refers to that section of this Credit Agreement unless
otherwise indicated.



          (i) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this
Credit Agreement as a whole and not to any particular section or subdivision of this Credit
Agreement.



          (j) Unless otherwise expressly indicated, in the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and including,” the words
“to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”



          (k) This Credit Agreement may use several different limitations, tests or measurements to
regulate the same or similar matters. All such limitations, tests and measurements are, however,
cumulative and are to be performed in accordance with the terms thereof.



          (l) This Credit Agreement is the result of negotiation among, and has been reviewed by counsel
to, among others, the Administrative Agent and the Borrowers and is the product of discussions and
negotiations among all parties. Accordingly, this Credit Agreement is not intended to be construed
against the Administrative Agent, the Borrowers, the Fronting Bank, the LC Administrator or any of
the Lenders merely on account of the Administrative Agent’s, the Borrowers’, the Fronting Bank’s,
the LC Administrator’s or any Lender’s involvement in the preparation of such documents.



     1.3 Exchange Rates. The Administrative Agent or the Fronting Bank, as applicable,
shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar
Equivalent amounts of Credit Extensions and Total Outstandings denominated in Alternative
Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies until the next
Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers
hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the
applicable amount of any currency (other than Dollars) for purposes of the



15









 







Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative
Agent or the Fronting Bank, as applicable.



     1.4 Times of Day. Unless otherwise specified, all references to times of day shall be
references to Eastern time (daylight or standard), as applicable



2. COMMITMENTS, LOANS, LETTERS OF CREDIT.




     2.1 Commitments of Lenders.



          2.1.1 Commitments. On and subject to the terms and conditions of this Credit
Agreement, (a) each of the Lenders, severally and for, itself alone, agrees to make Loans in
Dollars to the Borrowers on a revolving basis from time to time before the Commitment Termination
Date in such Lender’s Commitment Percentage of such aggregate amounts, as the Borrowers may from
time to time request, and (b) (i) the Fronting Bank agrees to issue, extend and renew for the
account of Mont Re one or more standby letters of credit (a “Letter of Credit”) from time to time
before the Commitment Termination Date, (ii) each Lender hereby agrees to issue severally, and for
itself alone, Several Letters of Credit at the request of and for the account of Mont Re from time
to time before the Commitment Termination Date in such Lender’s Commitment Percentage of such
aggregate stated amounts of Several Letters of Credit, (iii) each Lender hereby agrees to purchase
Letter of Credit Participations in the obligations of the Fronting Bank under Letters of Credit
that are Fronted Letters of Credit as more fully set forth in §2.2, and (iv) with respect to
Several Letters of Credit, the Fronting Bank hereby agrees that it shall be severally (and not
jointly) liable for an amount equal to its Commitment Percentage plus each Participating Bank’s
Commitment Percentage and each Participating Bank hereby agrees to purchase Letter of Credit
Participations in the obligations of the Fronting Bank under any such Several Letter of Credit in
an amount equal to such Participating Bank’s Commitment Percentage; provided however, that after
giving effect to any Credit Extension pursuant to this §2.1.1, the sum of the Total Outstandings
shall not exceed the Total Commitment.



          2.1.2 Increase to Total Commitment.



          (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), Mont Re
may from time to time, request an increase in the Total Commitment by an amount (for all such
requests) not exceeding $50,000,000; provided that (i) any such request for an increase shall be in
a minimum amount of $10,000,000, and (ii) Mont Re may make a maximum of three such requests. At
the time of sending such notice, Mont Re (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond (which shall in no event
be less than ten Business Days from the date of delivery of such notice to the Lenders).



          (b) Each Lender shall notify the Administrative Agent within such time period whether or not
it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or
less than its Commitment Percentage of such requested increase. Any Lender not responding within
such time period shall be deemed to have declined to increase its Commitment.



16









 





          (c) The Administrative Agent shall notify Mont Re and each Lender of the Lenders’ responses to
each request made hereunder. To achieve the full amount of a requested increase and subject to the
approval of the Administrative Agent and the Fronting Bank (which approvals shall not be
unreasonably withheld), Mont Re may also invite additional Eligible Assignees to become Lenders
pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and
its counsel.



          (d) Any increase in the Total Commitment shall be subject to the following conditions
precedent: (i) as of the proposed effective date of the increase in the Total Commitment and after
giving effect to such increase, all representations and warranties shall be true and correct in all
material respects as though made on such date (unless such representation and warranty is made as
of a specific date, in which case, such representation and warranty shall be true and correct as of
such date) and no event shall have occurred and then be continuing which constitutes a Default or
Event of Default; (ii) the Borrowers, the Administrative Agent and each Eligible Assignee which
shall have agreed to provide a “Commitment” in support of such increase in the Total Commitment,
shall have executed and delivered a joinder agreement in a form reasonably acceptable to the
Administrative Agent; (iii) to the extent reasonably required by the Administrative Agent, counsel
for the Borrowers shall have provided to the Administrative Agent a supplemental opinion in form
and substance reasonably satisfactory to the Administrative Agent; (iv) the Lenders and any the
Eligible Assignee(s) shall otherwise have executed and delivered such other instruments and
documents as the Administrative Agent shall have reasonably requested in connection with such
increase; (v) the Borrowers shall have executed and delivered all corporate authority documents
that the Administrative Agent shall have reasonably requested in connection with such increase; and
(vi) if applicable, the LC Administrator shall have delivered to the respective beneficiaries of
outstanding Several Letters of Credit amendments (or, in the case of any Several Letter of Credit
issued individually by the Lenders, a replacement Several Letter of Credit in exchange for and the
return or cancellation of the original Several Letter of Credit) which reflect any changes in the
Lenders and/or the Commitment Percentages resulting from such increase. Upon satisfaction of the
conditions precedent to any increase in the Total Commitment, the Administrative Agent shall
promptly advise the Borrowers and each Lender of the effective date of such increase. In addition,
on the effective date, the Administrative Agent shall replace the existing Schedule 1.1
attached hereto with the revised Schedule 1.1 reflecting such new Total Commitment, and
each Lender’s Commitment. Nothing contained herein shall constitute, or otherwise be deemed to be,
a commitment on the part of any Lender to increase its Commitment hereunder. It is understood that
any increase in the amount of the Commitments pursuant to this §2.1.2 shall not constitute an
amendment of this Credit Agreement.



          2.1.3 Voluntary Commitment Reductions. Mont Re shall have the right at any time and
from time to time upon three (3) Business Days prior written notice to the Administrative Agent to
reduce by a minimum amount of $10,000,000 and in multiples of $1,000,000 in excess thereof, or to
terminate entirely, the Total Commitment, whereupon the Commitments of the Lenders shall be reduced
pro rata in accordance with their respective Commitment Percentages of the amount specified in such
notice or, terminated as the case may be provided that the Total Commitment may not be reduced to
an amount below the Total Outstanding. Promptly after receiving any notice of Mont Re delivered
pursuant to this §2.1.3,



17









 







the Administrative Agent will notify the Lenders of the substance thereof. No reduction or
termination of the Commitments may be reinstated.



     2.2 Procedures for Issuance and Amendment of Letters of Credit.



          2.2.1 Issuance Procedures.



          (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of
Mont Re delivered to (x) the Fronting Bank, in the case of Fronted Letters of Credit and (y) the LC
Administrator, in the case of Several Letters of Credit (with a copy in each case to the
Administrative Agent) by hard copy or electronically in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of Mont Re. Such Letter of Credit
Application must be received by the Applicable Issuing Party and the Administrative Agent (i) not
later than 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of
amendment, as the case may be, of any Fronted Letter of Credit denominated in Dollars, (ii) not
later than 11:00 a.m. at least three Business Days prior to the proposed issuance date or date of
amendment, as the case may be, of any Several Letter of Credit denominated in Dollars, and (iii)
not later than 11:00 a.m. at least four Business Days prior to the proposed issuance date or date
of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency;
or in each case such earlier date and time as the Administrative Agent and the Applicable Issuing
Party may agree in a particular instance in their sole discretion. In the case of a request for an
initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the Applicable Issuing Party: (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof;
(C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents
to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing thereunder; (G) whether such
Letter of Credit is to be issued as a Fronted Letter of Credit or a Several Letter of Credit (it
being agreed that (x) all Letters of Credit denominated in an Alternative Currency will be Fronted
Letters of Credit and (y) in the event a Lender advises the Administrative Agent and the LC
Administrator that such Lender is unable (due to regulatory restrictions or other legal
impediments) to issue a Several Letter of Credit because of its relationship to the beneficiary,
such Lender shall be a Participating Bank in such Several Letter of Credit); and (H) such other
matters as the Applicable Issuing Party may require. In the case of a request for an amendment of
any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the Applicable Issuing Party (w) the Letter of Credit to be amended; (x) the
proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed
amendment; and (z) such other matters as the Applicable Issuing Party may require. Additionally,
Mont Re shall furnish to the Applicable Issuing Party and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit issuance or amendment as
the Applicable Issuing Party or the Administrative Agent may require.



          (b) Promptly after receipt of any Letter of Credit Application, the Applicable Issuing Party
will confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from Mont Re and, if not, the
Applicable Issuing Party will provide the Administrative Agent with a copy



18









 







thereof. Unless the Applicable Issuing Party has received written notice from any Lender, the
Fronting Bank, the Administrative Agent or Mont Re, at least one Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in §10 shall not then be satisfied, then, subject to the terms and
conditions hereof, the Applicable Issuing Party, shall, on the requested date, issue a Letter of
Credit for the account of Mont Re or enter into the applicable amendment, as the case may be, in
each case in accordance with its usual and customary business practices.



          (c) The LC Administrator is hereby authorized to execute and deliver each Several Letter of
Credit and each amendment to a Several Letter of Credit on behalf of each Lender provided that,
upon request of Mont Re, such Several Letter of Credit or amendment will be executed by each
Lender. The LC Administrator shall use the Commitment Percentage of each Lender as its “Commitment
Share” under each Several Letter of Credit provided that the Fronting Bank shall be severally (and
not jointly) liable for an amount equal to its Commitment Percentage plus the Commitment Percentage
of each Participating Bank. The LC Administrator shall not amend any Several Letter of Credit to
change the “Commitment Shares” of an Issuer or add or delete an Issuer liable thereunder unless
such amendment is done in connection with an assignment, a change in the Lenders and/or the
Commitment Percentages as a result of any increase in the Total Commitment pursuant to § 2.1.2 or
any other addition or replacement of a Lender in accordance with the terms of this Credit
Agreement. The status of a Lender as a Participating Bank at any time shall be determined solely
by the Fronting Bank and such Lender. In the event a Lender becomes a Participating Bank or ceases
to be a Participating Bank, the LC Administrator is authorized to amend each Several Letter of
Credit to reflect such change in status. Fees owed by Mont Re with respect to any Participating
Bank to the Fronting Bank pursuant to the Fee Letter shall accrue only during such period as such
Lender is a Participating Bank with respect to any such Several Letter of Credit. Each Lender
hereby irrevocably constitutes and appoints the LC Administrator its true and lawful
attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in
its own name or in the name of the LC Administrator to issue, execute and deliver, as the case may
be, each Several Letter of Credit and each amendment to a Several Letter of Credit and to carry out
the purposes of this Credit Agreement with respect to Several Letters of Credit.



          (d) If Mont Re so requests in any applicable Letter of Credit Application, the Applicable
Issuing Party may, in its sole and absolute discretion, agree to issue a Letter of Credit that has
automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that
any such Auto-Extension Letter of Credit must permit the Applicable Issuing Party, to prevent any
such extension at least once in each twelve-month period (commencing with the date of issuance of
such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the
“Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the Applicable Issuing Party, Mont
Re shall not be required to make a specific request to the Applicable Issuing Party for any such
extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to
have authorized (but may not require) the Applicable Issuing Party to permit the extension of such
Letter of Credit at any time to an expiry date not later than one year after the Commitment
Termination Date; provided, however, that the Applicable Issuing Party shall not
permit any such extension if (A) the Applicable Issuing Party has determined that it would not be
permitted, or would have no obligation, at such time to issue such Letter of Credit



19









 







in its revised form (as extended) under the terms hereof (by reason of the provisions of
§2.2.2 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or
before the day that is five Business Days before the Non-Extension Notice Date from the
Administrative Agent, the Fronting Bank, any Lender or Mont Re that one or more of the applicable
conditions specified in §10 is not then satisfied, and in each such case directing the Applicable
Issuing Party not to permit such extension.



          (e) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit
to an advising bank with respect thereto or to the beneficiary thereof, the Applicable Issuing
Party will also deliver to Mont Re and the Administrative Agent a true and complete copy of such
Letter of Credit or amendment.



          2.2.2 Terms of Letters of Credit.



          (a) Each Letter of Credit issued, extended or renewed hereunder shall, among other things, (i)
provide for the payment of sight drafts for honor thereunder when presented in accordance with the
terms thereof and when accompanied by the documents described therein, and (ii) be issued in
Dollars or Canadian Dollars and have an expiry date no later than the date which is one (1) year
from the date of issuance of such Letter of Credit. Each Letter of Credit so issued, extended or
renewed shall be subject to the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500 or any successor version thereto
adopted by the Applicable Issuing Party in the ordinary course of its business as a letter of
credit issuer and in effect at the time of issuance of such Letter of Credit (the “Uniform
Customs”) or the International Standby Practices (ISP98), International Chamber of Commerce
Publication No. 590, or any successor code of standby letter of credit practices among banks
adopted by the Applicable Issuing Party in the ordinary course of its business as standby letter of
credit issuers and in effect at the time of issuance of such Letter of Credit, in each case to the
extent not inconsistent with New York law. Letters of Credit may be issued at any time prior to
the Commitment Termination Date. In the event of any conflict between the terms of any Letter of
Credit Application and this Credit Agreement, the terms of this Credit Agreement shall govern.
Letters of Credit denominated in Alternative Currencies, shall be issued in a minimum Alternative
Currency Equivalent of $100,000 and all Letters of Credit denominated in Dollars shall be issued in
a minimum face amount of $1,000.



          (b) An Issuer shall not be under any obligation to issue any Letter of Credit and no Lender
shall have any obligation to participate in any Letter of Credit if:




     (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain an Issuer from issuing such Letter of Credit, or any
law applicable to such Issuer or any request or directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit,
or request that such Issuer refrain from, the issuance of letters of credit generally or
such Letter of Credit in particular or shall impose upon such Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which such Issuer is
not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon
such Issuer any unreimbursed loss, cost or expense which was



20









 







not applicable on the Closing Date and which such Issuer in good faith deems material
to it;




     (ii) the issuance of such Letter of Credit would violate any laws or one or more
policies of such Issuer applicable to letters of credit generally;




     (iii) a default of any Lender’s obligations to fund under §2.2.6 exists or any Lender
is at such time a Delinquent Lender hereunder, unless the Fronting Bank has entered into
satisfactory arrangements with Mont Re or such Lender to eliminate the Fronting Bank’s risk
with respect to such Lender.



          (c) An Issuer shall be under no obligation to amend any Letter of Credit if (i) such Issuer
would have no obligation at such time to issue such Letter of Credit in its amended form under the
terms hereof, or (ii) the beneficiary of such Letter of Credit does not accept the proposed
amendment to such Letter of Credit.



          2.2.3 Reimbursement Obligations of Lenders.



          (a) Each Lender severally agrees that it shall be absolutely liable, without regard to the
occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the
extent of such Lender’s Commitment Percentage to reimburse the Fronting Bank on demand for the
amount of each draft paid by the Fronting Bank under each Fronted Letter of Credit, required to be
funded by it, to the extent that such amount is not reimbursed by Mont Re pursuant to §2.2.5 (such
agreement for a Lender being called herein the “Letter of Credit Participation” of such Lender).



          (b) Each Lender severally agrees that it shall be absolutely liable, without regard to the
occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the
extent of such Lender’s Commitment Percentage to fund each Several Letter of Credit (or, in the
case of a Participating Lender, its Letter of Credit Participation owed to the Fronting Bank) on
demand for the amount of each draft received by the LC Administrator, to the extent that such
amount is not reimbursed by Mont Re pursuant to §2.2.5.



          2.2.4 Participations of Lenders. Each such payment made by a Lender shall be treated
as the purchase by such Lender of a participating interest in Mont Re’s Reimbursement Obligation
under §2.2.5 in an amount equal to such payment. Each Lender shall share in accordance with its
participating interest in any interest which accrues pursuant to §2.2.6.



          2.2.5 Reimbursement Obligation of Mont Re. In order to induce each of the Fronting
Bank and the LC Administrator (on behalf of the Lenders) to issue, extend and renew each Letter of
Credit and the Lenders to participate therein, Mont Re hereby agrees to reimburse or pay to the
Applicable Issuing Party for the account of the Applicable Issuing Party or (as the case may be)
the applicable Lenders, with respect to each Letter of Credit issued, extended or renewed by the
Applicable Issuing Party hereunder, on each date that any draft presented under such Letter of
Credit is honored by the Applicable Issuing Party, the Dollar Equivalent as of the date and for the
amount paid by such Person under or with respect to such Letter of Credit, provided,
that, the failure of Mont Re to immediately reimburse such Person for amounts due pursuant
to this §2.2.5 shall be an Event of Default. Each payment contemplated by this §2.2.5



21









 







shall be made to the Applicable Issuing Party at such Applicable Issuing Party’s Office in
immediately available funds. Interest on any and all amounts remaining unpaid by Mont Re under
this §2.2.5 at any time from the date such amounts become due and payable (whether as stated in
this §2.2.5, by acceleration or otherwise) until payment in full (whether before or after judgment)
shall be payable to the Administrative Agent on demand at the rate specified in §2.2.6. All
payments of Fees, interest and Reimbursement Obligations to the Lenders shall be made in Dollars
even if the underlying Letter of Credit is denominated in an Alternative Currency.



          2.2.6 Letter of Credit Payments.



          (a) If any draft shall be presented or other demand for payment shall be made under any Letter
of Credit, the Applicable Issuing Party, shall notify Mont Re of the date and amount of the draft
presented or demand for payment and of the date and time when it expects to pay such draft or honor
such demand for payment. If Mont Re fails to reimburse such Person as provided in §2.2.5, on the
date that such draft is paid or other payment is made by the Applicable Issuing Party, the
Applicable Issuing Party may at any time thereafter notify the Lenders of the amount of any such
Unpaid Reimbursement Obligation plus any administrative, processing or similar fees customarily
charged by the Applicable Issuing Party in connection with the foregoing. No later than 3:00 p.m.
on the Business Day next following the receipt of such notice, each Lender shall make available to
the Applicable Issuing Party, in Dollars, at the Administrative Agent’s Office, in immediately
available funds, such Lender’s Commitment Percentage of such Unpaid Reimbursement Obligation plus
any administrative, processing or similar fees customarily charged by the Applicable Issuing Party
in connection with the foregoing. The responsibility of each Applicable Issuing Party to Mont Re
and the Lenders shall be only to determine that the documents (including each draft) delivered
under each Letter of Credit in connection with such presentment shall be in conformity in all
material respects with such Letter of Credit.



          (b) Each Lender’s obligation to (x) reimburse the Fronting Bank, in the case of Fronted
Letters of Credit or (y) provide the LC Administrator with funds in an amount equal to its several
obligation, in the case of Several Letters of Credit, for amounts drawn under Letters of Credit as
contemplated by this §2.2.6, shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which
such Lender may have against the Fronting Bank, the LC Administrator, Mont Re, the Parent or any
other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, or (iii)
any other occurrence, event or condition, whether or not similar to any of the foregoing. No such
payment by a Lender shall relieve or otherwise impair the obligation of Mont Re to reimburse the
Applicable Issuing Party for the amount of any payment made by such Person under any Letter of
Credit, together with interest as provided herein.



          (c) If any Lender fails to make available to the Administrative Agent for the account of the
Applicable Issuing Party any amount required to be paid by such Lender pursuant to the foregoing
provisions of this §2.2.6 by the time specified, the Applicable Issuing Party shall be entitled to
recover from such Lender (acting through the Administrative Agent), on demand, such amount with
interest thereon for the period from the date such payment is required to the date on which such
payment is immediately available to such Person at a rate per annum equal to the applicable Federal
Funds Rate from time to time in effect plus any administrative, processing



22









 







or similar fees customarily charged by the Applicable Issuing Party in connection with the
foregoing. A certificate of the Applicable Issuing Party submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (c) shall be conclusive
absent manifest error.



          (d) Repayment of Participations.




     (i) At any time after the Fronting Bank or the LC Administrator has made a payment
under any Letter of Credit and has received from any Lender such Lender’s payment in
accordance with §2.2.6(a), if the Administrative Agent receives for the account of the
Applicable Issuing Party any payment in respect of the related Unpaid Reimbursement
Obligation or interest thereon (whether directly from Mont Re or otherwise including
proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its applicable percentage thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time such Lender’s
payment was outstanding) in Dollars and in the same funds as those received by the
Administrative Agent.




     (ii) If any payment received by the Administrative Agent for the account of the
Fronting Bank or the LC Administrator is required to be returned under any of the
circumstances described in §3.1.3 or otherwise (including pursuant to any settlement entered
into by the Applicable Issuing Party in its discretion), each Lender shall pay to the
Administrative Agent for the account of the Applicable Issuing Party its applicable
percentage thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned by such Lender, at a rate per annum
equal to the applicable Federal Funds Rate from time to time in effect.



          2.2.7 Obligations Absolute.



          (a) Mont Re’s obligations under this §2.2 shall be absolute and unconditional under any and
all circumstances and irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any set-off, counterclaim or defense to payment which Mont Re may
have or have had against the Fronting Bank, the LC Administrator, the Administrative Agent, any
Lender or any beneficiary of a Letter of Credit. Mont Re further agrees with the Fronting Bank,
the LC Administrator and the Lenders that the Fronting Bank, the LC Administrator and the other
Lenders shall not be responsible for, and the Mont Re’s Reimbursement Obligations under §2.2.5
shall not be affected by, among other things, the validity or genuineness of documents or of any
endorsements thereon, even if such documents should in fact prove to be in any or all respects
invalid, fraudulent or forged, or any dispute between or among Mont Re, the beneficiary of any
Letter of Credit or any financing institution or other party to which any Letter of Credit may be
transferred or any claims or defenses whatsoever of Mont Re against the beneficiary of any Letter
of Credit or any such transferee. The Fronting Bank, the LC Administrator and the Lenders shall
not 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. Mont Re
agrees that any action taken or omitted by the Fronting Bank, the LC Administrator or any Lender
under or in connection with each Letter of Credit and the related drafts and documents, if done in
good faith



23









 







and in the absence of gross negligence and willful misconduct, shall be binding upon Mont Re
and shall not result in any liability on the part of the Fronting Bank, the LC Administrator or any
Lender to Mont Re.



     2.3 Reliance by Fronting Bank and LC Administrator. To the extent not inconsistent
with §2.2.6, each of the Fronting Bank and the LC Administrator shall be entitled to rely, and
shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document 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, independent accountants and other experts selected by such Person. Each of the Fronting
Bank and the LC Administrator shall be fully justified in failing or refusing to take any action
under this Credit Agreement unless it shall first have received such advice or concurrence of the
Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its
reasonable satisfaction by the Lenders against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. Each of the Fronting
Bank and the LC Administrator shall in all cases be fully protected in acting, or in refraining
from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and
such request and any action taken or failure to act pursuant thereto shall be binding upon the
Lenders and all future holders of a Letter of Credit Participation.



     2.4 Borrowings and Payments of Loans.



          (a) Each Borrowing, each conversion of Loans from one type to the other, and each continuation
of Eurocurrency Rate Loans shall be made upon a Borrower’s irrevocable notice to the Administrative
Agent, which may be given by telephone. Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or of any conversion of
Eurocurrency Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of
Base Rate Loans; provided however that if a Borrower wishes to request Eurocurrency
Rate Loans having an Interest Period other than one, two, three or six months in duration as
provided in the definition of “Interest Period”, the applicable notice must be received by the
Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of
such Borrowing, conversion or continuation of Eurocurrency Rate Loans, whereupon the Administrative
Agent shall give prompt notice to the Lenders of such request and determine whether the requested
Interest Period is acceptable to all of them. Not later than 11:00 a.m. three Business Days before
the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans, the
Administrative Agent shall notify the applicable Borrower (which notice may be by telephone)
whether or not the requested Interest Period has been consented to by all the Lenders. Each
telephonic notice by a Borrower pursuant to this §2.4(a) must be confirmed promptly by delivery to
the Administrative Agent of a written Loan Notice, appropriately completed and signed by a
Responsible Officer of such Borrower. Each Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice
(whether telephonic or written) shall specify (i) whether the Parent is requesting a Borrowing, a
conversion of Loans



24









 







from one type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested
date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business
Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the type of
Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the
duration of the Interest Period with respect thereto. If a Borrower fails to specify a type of
Loan in a Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or
continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any
automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurocurrency Rate Loans. If a Borrower
requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan
Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest
Period of one month.



          (b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Commitment Percentage of the applicable Loans, and if no timely notice
of a conversion or continuation is provided by the Parent, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans. In the case of a
Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in
Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00
p.m., in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction
of the applicable conditions set forth in §10, the Administrative Agent shall make all funds so
received available to the applicable Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of the applicable Borrower on the books of Bank of America with
the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable
Borrower.



          (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the
existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency
Rate Loans.



          (d) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of
the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination
of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent
shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are
outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in
Bank of America’s prime rate used in determining the Base Rate promptly following the public
announcement of such change.



          (e) After giving effect to all Borrowings, all conversions of Loans from one type to the
other, and all continuations of Loans as the same type, there shall not be more than five Interest
Periods in effect with respect to Loans.



     2.5 Payments. A Borrower may, upon notice to the Administrative Agent, at any time or
from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Administrative Agent not later than 11:00



25









 







a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and
(B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount
thereof then outstanding. Each such notice shall specify the date and amount of such prepayment
and the type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the
Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender’s Commitment Percentage of such
prepayment. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required pursuant to §3. Each
such prepayment shall be applied to the Loans of the Lenders in accordance with their respective
Commitment Percentage.



     2.6 Repayment of Loans. Each Borrower shall repay to the Lenders on the Commitment
Termination Date the aggregate principal amount of its Loans outstanding on such date.



     2.7 Fees; Interest.



          2.7.1 Commitment Fees. The Borrowers agree to pay to the Administrative Agent for the
account of the Lenders in accordance with their respective Commitment Percentages a commitment fee
(the “Commitment Fee”) at a rate per annum equal to the Applicable Rate times the actual
daily amount by which the Total Commitment exceeds the Outstanding Amount. The Commitment Fee
shall accrue at all times from the Closing Date to the Commitment Termination Date, including at
any time during which one or more of the conditions in §10 is not met, and shall be due and payable
quarterly in arrears on the last business day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, with a final payment on the
Commitment Termination Date. The Commitment Fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily amount shall be
computed and multiplied by the Applicable Rate separately for each period during such quarter that
such Applicable Rate was in effect. The Commitment Fee shall accrue at all times, including at any
time during which one or more of the conditions in §10 is not met.



          2.7.2 Utilization Fees. The Borrowers agree to pay to the Administrative Agent for
the account of the Lenders in accordance with their respective Commitment Percentages a utilization
fee (the “Utilization Fee”) at a rate per annum equal to the Applicable Rate times the
aggregate Outstanding Amount on each day that the Total Outstandings exceed 50% of the actual daily
amount of the Total Commitment then in effect (or, if terminated, in effect immediately prior to
such termination). The Utilization Fee shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to
occur after the Closing Date, with a final payment on the Commitment Termination Date. The
Utilization Fee shall be calculated quarterly in arrears and if there is any change in the
Applicable Rate during any quarter, the daily amount shall be computed and multiplied by the
Applicable Rate for each period during which such Applicable Rate was in effect. The



26









 







Utilization Fee shall accrue at all times, including at any time during which one or more of
the conditions set forth in §10 is not met.



          2.7.3 Letter of Credit Fee. Mont Re agrees to pay to the Administrative Agent for the
accounts of the Lenders in accordance with their respective Commitment Percentages a Letter of
Credit Fee (the “Letter of Credit Fee”) calculated based on the face amount of each
outstanding Letter of Credit at a rate per annum equal to the Applicable Rate, in each case times
the Dollar Equivalent of the actual daily maximum amount available to be drawn under such Letter of
Credit. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due
and payable on the last business day of each March, June, September and December, commencing with
the first such date to occur after the Closing Date, on the Commitment Termination Date and
thereafter on demand. Mont Re shall also pay to each LC Administrator, for its own account, the LC
Administrator’s customary or scheduled costs of issuance and usual and customary costs of,
amendment, negotiation or document examination with respect to the Letters of Credit and such other
amount as may be set forth in the Fee Letter. The Letter of Credit Fee shall be calculated
quarterly in arrears and if there is any change in the Applicable Rate during any quarter, the
daily amount shall be computed and multiplied by the Applicable Rate for each period during which
such Applicable Rate was in effect.



          2.7.4 Fees Payable Pursuant to the Fee Letter. The Borrowers agree to pay to the
Administrative Agent, the Fronting Bank and Banc of America Securities LLC fees set forth in the
Fee Letter.



          2.7.5 Interest.



          (a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate and; (ii)
each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate, if
any.



          (b) (i) If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, or any
Reimbursement Obligation is not paid when due, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable laws.




     (ii) If any amount (other than principal of any Loan or a Reimbursement Obligation)
payable by a Borrower under any Loan Document is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, then
upon the request of the Required Lenders, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable laws.




     (iii) Upon the request of the Required Lenders, while any Event of Default exists, (A)
each Borrower shall pay interest on the principal amount of all its outstanding



27









 







Loans and Reimbursement Obligations hereunder at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable laws
and (B) the Letter of Credit Fees shall accrue at the Default Rate.




     (iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.



          (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding referred to in §11.1(i) or (j).



          (d) Interest on Reimbursement Obligations shall be payable upon the date of repayment and upon
demand.



          2.7.6 Computation of Interest and Fees. All computations of interest when the Base
Rate is determined by the Administrative Agent’s “prime rate” shall be made on the basis of a year
of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of Fees
and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).
Interest shall accrue (a) on each Loan and each for the day on which the Loan is made, and shall
not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is
paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest
for one day and (b) on each Unpaid Reimbursement Obligation for the day on which the Unpaid
Reimbursement Obligation arises, and shall not accrue on an Unpaid Reimbursement Obligation, or any
portion thereof, for the day on which the Unpaid Reimbursement Obligation or such portion is paid,
provided that any Unpaid Reimbursement Obligation that is repaid on the same day on which it arises
shall bear interest for one day.



          2.7.7 Several Obligations of Borrowers. Except as otherwise expressly provided
herein, the obligations of each Borrower shall be several in nature.



3. CERTAIN GENERAL PROVISIONS.




     3.1 Payments.



          3.1.1 Payments Generally.



          (a) All payments to be made by the Borrowers under any Loan Document shall be made without
condition or deduction for any counterclaim, defense, recoupment or set-off. Except as otherwise
expressly provided herein, all payments by the Borrowers hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the
date specified herein.




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               (b) If any payment to be made by a Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be.



               (c) Unless a Borrower or any Lender has notified the Administrative Agent, prior to the date
any payment is required to be made by it to the Administrative Agent hereunder, that such Borrower
or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume
that such Borrower or such Lender, as the case may be, has timely made such payment and may (but
shall not be so required to), in reliance thereon, make available a corresponding amount to the
Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in Same Day Funds, then:




     (i) if a Borrower failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was made
available to such Lender in Same Day Funds, together with interest thereon in respect of
each day from and including the date such amount was made available by the Administrative
Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same
Day Funds at the applicable Federal Funds Rate from time to time in effect; and




     (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest
thereon for the period from the date such amount was made available by the Administrative
Agent to a Borrower to the date such amount is recovered by the Administrative Agent (the
“Compensation Period”) at a rate per annum equal to the applicable Federal Funds
Rate from time to time in effect. If such Lender pays such amount to the Administrative
Agent, then, in the case of payment with respect to a Loan, such amount shall constitute
such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such
amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent
may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such
amount to the Administrative Agent, together with interest thereon for the Compensation
Period at a rate per annum equal to the rate of interest applicable to the applicable Credit
Extension. Nothing herein shall be deemed to relieve any Lender from its obligation to
fulfill its Commitment or to prejudice any rights which the Administrative Agent or any
Borrower may have against any Lender as a result of any default by such Lender hereunder.



          A notice of the Administrative Agent to any Lender or Borrower with respect to any amount
owing under this subsection (c) shall be conclusive, absent manifest error.




               (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender to any Borrower as provided in the foregoing provisions of this §3.1.1, and such funds
are not made available to such Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in §10 are not satisfied or waived in accordance with the
terms hereof, the Administrative Agent shall return such funds (in like funds as received from such
Lender) to such Lender, without interest.



29









 





               (e) The obligations of the Lenders hereunder to make Loans and to fund Several Letters of
Credit and Letter of Credit Participations are several and not joint. The failure of any Lender to
make any Loan or to fund any such Several Letter of Credit or Letter of Credit Participation on any
date required hereunder shall not relieve any other Lender of its corresponding obligation to do so
on such date, and no Lender shall be responsible for the failure of any other Lender to so make its
Loan, fund a Several Letter of Credit or purchase its Letter of Credit Participation.



               (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan,
Several Letter of Credit or Letter of Credit Participation in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain the funds in any
particular place or manner.



               3.1.2 Sharing of Payments. If, other than as expressly provided elsewhere herein, any
Lender shall obtain on account of the Loans made by it, or the Several Letters of Credit or the
Letter of Credit Participation held by it, any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent
of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them
or Letters of Credit Issued by them, and/or such subparticipations in the Letter of Credit
Participations held by them, as the case may be, as shall be necessary to cause such purchasing
Lender to share the excess payment in respect of such Loans, Several Letters of Credit or such
Letter of Credit Participations, as the case may be, pro rata with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from the purchasing
Lender under any of the circumstances described in §3.1.3 (including pursuant to any settlement
entered into by the purchasing Lender in its discretion), such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender’s ratable share (according to the
proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further interest thereon.
Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the
fullest extent permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to §14.1) with respect to such participation as fully as if such Lender were
the direct creditor of such Borrower in the amount of such participation. The Administrative Agent
will keep records (which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the Lenders following any
such purchases or repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests, demands,
directions and other communications under this Credit Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were the original owner of
the Obligations purchased.



               3.1.3 Payments Set Aside. To the extent that any payment by or on behalf of any
Borrower is made to the Administrative Agent, the Fronting Bank, the LC Administrator or any
Lender, or the Administrative Agent, the Fronting Bank, the LC Administrator or any Lender
exercises its right of set-off, and such payment or the proceeds of such set-off or any part
thereof



30









 




is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent, the Fronting Bank,
the LC Administrator or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any insolvency, bankruptcy or receivership
proceeding or otherwise, then (a) to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such set-off had not occurred, and (b) each Lender severally
agrees to pay to the Administrative Agent, the Fronting Bank or the LC Administrator, as the case
may be, upon demand its applicable share of any amount so recovered from or repaid by the
Administrative Agent, the Fronting Bank or the LC Administrator, as the case may be, plus interest
thereon from the date of such demand to the date such payment is made at a rate per annum equal to
the applicable Federal Funds Rate from time to time in effect, in the applicable currency of such
recovery or payment.




     3.2 Taxes, etc. All payments by the Borrowers hereunder and under any of the other
Loan Documents shall be made free and clear of and without deduction for any taxes, levies,
imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or
conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political
subdivision thereof or taxing or other authority therein unless such Borrower is compelled by law
to make such deduction or withholding. If any such obligation is imposed upon such Borrower with
respect to any amount payable by it hereunder or under any of the other Loan Documents, such
Borrower will pay to the Administrative Agent, for the account of the Lenders or the Administrative
Agent, as the case may be, on the date on which such amount is due and payable hereunder or under
such other Loan Document, such additional amount in Dollars as shall be necessary to enable the
Lenders or the Administrative Agent to receive the same net amount which the Lenders or the
Administrative Agent would have received on such due date had no such obligation been imposed upon
such Borrower. Such Borrower will deliver promptly to the Administrative Agent certificates or
other valid vouchers for all taxes or other charges deducted from or paid with respect to payments
made by such Borrower hereunder or under such other Loan Document.



     3.3 Additional Costs, etc. If any introduction of, or change in or in the
interpretation of any applicable law (which expression, as used herein, includes statutes, rules
and regulations thereunder and interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged with the administration or the
interpretation thereof and requests, directives, instructions and notices at any time or from time
to time hereafter made upon or otherwise issued to any Lender, the Fronting Bank, the LC
Administrator or the Administrative Agent by any central bank or other fiscal, monetary or other
authority (whether or not having the force of law)), shall:



               (a) subject any Lender, the Fronting Bank, the LC Administrator or the Administrative Agent to
any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to
this Credit Agreement, the other Loan Documents, Loans or such Lender’s Commitment (other than
taxes based upon or measured by the income or profits of such Lender, the Fronting Bank, the LC
Administrator or the Administrative Agent and taxes covered by § 3.2), or



31









 





               (b) materially change the basis of taxation (except for changes in taxes on income or profits)
of payments to any Lender, the Fronting Bank, the LC Administrator or the Administrative Agent of
the fees or interest in respect of the Letters of Credit, Loans or any other amounts payable to any
Lender, the Fronting Bank, the LC Administrator or the Administrative Agent under this Credit
Agreement or any of the other Loan Documents, or



               (c) impose or increase or render applicable (other than to the extent specifically provided
for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity,
capital adequacy or other similar requirements (whether or not having the force of law) against
assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by,
or commitments of an office of any Lender, the Fronting Bank, the LC Administrator or the
Administrative Agent, or



               (d) impose on any Lender, the Fronting Bank, the LC Administrator or the Administrative Agent
any other conditions or requirements with respect to this Credit Agreement, the other Loan
Documents, any Letters of Credit, any Loans, such Lender’s Commitment, or any loans, letters of
credit or commitments of which such Lender’s Commitment forms a part, and the result of any of the
foregoing is




     (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending
or maintaining such Lender’s Commitment or any Loan or Letter of Credit, or




     (ii) to reduce the amount of interest, Reimbursement Obligation or other amount payable
to such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent
hereunder on account of such Lender’s Commitment or any Loan or Letter of Credit, or




     (iii) to require such Lender, the Fronting Bank, the LC Administrator or the
Administrative Agent to make any payment or to forego any interest or principal or
Reimbursement Obligation or other sum payable hereunder, the amount of which payment or
foregone interest or principal or Reimbursement Obligation or other sum is calculated by
reference to the gross amount of any sum receivable or deemed received by such Lender, the
Fronting Bank, the LC Administrator or the Administrative Agent from the Borrowers
hereunder,


then, and in each such case, each Borrower will, upon demand made by such Lender, the Fronting
Bank, the LC Administrator or the Administrative Agent (as the case may be) at any time and from
time to time and as often as the occasion therefor may arise, pay to such Lender, the LC
Administrator or the Administrative Agent such additional amounts as will be sufficient to
compensate such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent for
such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other
sum, provided, that the Borrowers shall not be obligated to pay any additional
amounts which were incurred by any of the Lenders, the Fronting Bank, the LC Administrator or the
Administrative Agent more than forty-five (45) days prior to the date on which such Lender, the
Fronting Bank, the LC Administrator or the Administrative Agent, as the case may be, had knowledge
of such additional amounts. The Lender, the Fronting Bank, the LC




32









 




Administrator or the Administrative Agent shall present a certificate setting forth a reasonable
calculation of the amount of such increased costs as per §3.6 hereof.




     3.4 Compensation for Losses. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for
and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:



          (a) any continuation, conversion, payment or prepayment of any Loan to it other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise); or




          (b) any failure by such Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan to it other than a Base Rate Loan on the date
or in the amount notified by such Borrower;




          (c) any assignment of a Eurocurrency Rate Loan to it on a day other than the last day of the
Interest Period therefor as a result of a request pursuant to §3.7, §2.1.2 or §2.1.3;



including any loss of anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the
deposits from which such funds were obtained or from the performance of any foreign exchange
contract. Each Borrower shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing.



For purposes of calculating amounts payable by a Borrower to the Lenders under this §3.4, each
Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency
Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for
such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency
Rate Loan was in fact so funded.




     3.5 Capital Adequacy. If after the date hereof any Lender, the Fronting Bank, the LC
Administrator or the Administrative Agent determines that (a) the adoption of or change in any law,
governmental rule, regulation, policy, guideline or directive (whether or not having the force of
law) regarding capital requirements for bank holding companies or any change in the interpretation
or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance
by such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent or any
corporation controlling such Lender, the Fronting Bank, the LC Administrator or the Administrative
Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) of any such entity regarding capital adequacy, has the effect of reducing
the return on such Lender’s, the Fronting Bank’s, the LC Administrator’s or the Administrative
Agent’s commitment with respect to any Loan or Reimbursement Obligations to a level below that
which such Lender, the Fronting Bank, the or the Administrative Agent could have achieved but for
such adoption, change or compliance (taking into consideration such Lender’s, the Fronting Bank’s,
the LC Administrator’s or the Administrative Agent’s then existing policies with respect to capital
adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such
Lender, the Fronting Bank, the LC Administrator or the Administrative Agent (as the case may be) to
be material, then such



33









 




Lender, LC Administrator or the Administrative Agent may notify the Borrowers of such fact.
Each Borrower agrees to pay such Lender, the Fronting Bank, the LC Administrator or the
Administrative Agent (as the case may be) for the amount of such reduction in the return on capital
as and when such reduction is determined upon presentation by such Lender, the Fronting Bank, the
LC Administrator or the Administrative Agent (as the case may be) of a certificate in accordance
with §3.6 hereof; provided, that the Borrowers shall not be obligated to pay any
additional amounts which were incurred by any of the Lenders, the Fronting Bank, the LC
Administrator or the Administrative Agent more than forty-five (45) days prior to the date on which
such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent, as the case may
be, had knowledge of such additional amounts. Each Lender shall allocate such cost increases among
its customers in good faith and on an equitable basis.




     3.6 Certificate. A certificate setting forth any additional amounts payable pursuant
to §§3.3, 3.4 and 3.5 and a brief explanation of such amounts which are due, submitted by any
Lender, the Fronting Bank, the LC Administrator or the Administrative Agent to the Borrowers, shall
be conclusive, absent manifest error, that such amounts are due and owing.



     3.7 Change of Location of Lending Office; Replacement of Lender. If a Borrower shall,
as a result of the requirements of §§3.3, 3.4 or 3.5, be required to pay any Lender the additional
costs referred to in such Sections and such Borrower, in its reasonable discretion, shall deem such
additional amounts to be material, such Borrower shall have the right to (a) request in writing to
such Lender which has certified additional costs to such Borrower, with copy to the Administrative
Agent, that such Lender change the location of its lending office in order to mitigate such
additional costs and (b) if (i) such Lender does not change the location of its lending office
within sixty (60) days of receipt of such request, or (ii) such Borrower determines, in its
reasonable discretion, after such change in the location of such lending office that any remaining
additional costs are still material, substitute another Lender who is an Eligible Assignee for such
Lender which has certified the additional costs to such Borrower. Any such substitution shall take
place in accordance with §13.2 and shall otherwise be on terms and conditions reasonably
satisfactory to the Administrative Agent, and until such time as such substitution shall be
consummated, such Borrower shall continue to pay such additional costs. Upon any such
substitution, such Borrower shall pay or cause to be paid to the Lender that is being replaced all
amounts properly demanded and unreimbursed and such Lender will be released from liability
hereunder.



4. CASH COLLATERAL




          (a) Upon the request of the Administrative Agent or the Applicable Issuing Party, if, as of
the Letter of Credit Expiration Date, any Letters of Credit for the account of a Borrower for any
reason remains outstanding, such Borrower shall immediately Cash Collateralize such Letters of
Credit in an amount equal to the Maximum Drawing Amount of all such Letters of Credit.




          (b) In addition, if the Administrative Agent notifies the Borrowers at any time that the Total
Outstandings exceed the Total Commitment due to exchange rate fluctuations, then, within two
Business Days after receipt of such notice, the Borrowers shall Cash Collateralize the Letters of
Credit in an amount equal to such excess.




34









 





          (c) §11 sets forth certain additional requirements to deliver Cash Collateral hereunder. For
purposes of this §4 and §11, “Cash Collateralize” means to pledge and deposit with or
deliver to the Administrative Agent, for the benefit of the Fronting Bank and the Lenders, as
collateral for the Letters of Credit, cash or deposit account balances pursuant to documentation in
form and substance satisfactory to the Administrative Agent and the Fronting Bank (which documents
are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings.
Each Borrower providing cash collateral hereby grants to the Administrative Agent, for the benefit
of the Fronting Bank and the Lenders, a security interest in all such cash, deposit accounts and
all balances therein provided by such Borrower and all proceeds of the foregoing. Cash Collateral
shall be maintained in blocked, interest bearing deposit accounts at Bank of America.



5. REPRESENTATIONS AND WARRANTIES.




     Each Borrower represents and warrants to the Lenders, the Fronting Bank, the LC Administrator
and the Administrative Agent solely with respect to itself and its Subsidiaries as follows:



     5.1 Corporate Authority.



          5.1.1 Incorporation; Good Standing. Each Borrower (a) is a company duly organized,
validly existing and in good standing under the laws of Bermuda, (b) has all requisite corporate
(or the equivalent company) power to own its property and conduct its business as now conducted and
as presently contemplated, and (c) is in good standing as a foreign corporation (or similar
business entity) and is duly authorized to do business in each jurisdiction where such
qualification is necessary except where a failure to be so qualified would not have a Material
Adverse Effect.




          5.1.2 Authorization. The execution, delivery and performance of this Credit Agreement
and the other Loan Documents to which each Borrower is, or is to become, a party and the
transactions contemplated hereby and thereby (a) are within the corporate (or the equivalent
company) authority of such Borrower, (b) have been duly authorized by all necessary corporate (or
the equivalent company) proceedings, (c) do not and will not conflict with or result in any breach
or contravention of any provision of law, statute, rule or regulation to which each Borrower is
subject or any judgment, order, writ, injunction, license or permit applicable to each Borrower and
(d) do not conflict with any provision of the Governing Documents of, or any agreement or other
instrument binding upon, each Borrower.




          5.1.3 Enforceability. The execution and delivery of this Credit Agreement and the
other Loan Documents to which such Borrower is or is to become a party will result in valid and
legally binding obligations of such Borrower enforceable against it in accordance with the
respective terms and provisions hereof and thereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally
the enforcement of creditors’ rights or by the application of equitable principles relating to
enforceability (regardless of whether considered in a proceeding in equity or at law) including,
without limitation, (i) the possible unavailability of specific performance injunctive relief or
any equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair
dealings;




35









 




provided that such Borrower assumes for the purposes of this §5.1.3 that this Credit Agreement
and the other Loan Documents have been validly executed and delivered by each of the parties
thereto other than such Borrower.




     5.2 Governmental Approvals. The execution, delivery and performance by such Borrower
of this Credit Agreement and the other Loan Documents to which such Borrower is or is to become a
party and the transactions contemplated hereby and thereby do not require the approval or consent
of, or filing with, any governmental agency or authority other than those already obtained.



     5.3 Financial Statements.



          5.3.1 Fiscal Year. The Parent and each of its Subsidiaries has a fiscal (or
financial) year which is the twelve months ending on December 31 of each calendar year.



          5.3.2 Financial Statements. There has been furnished to each of the Lenders (i) (x) a
consolidated balance sheet of the Parent and its Subsidiaries as at the Balance Sheet Date, and a
consolidated statement of income of the Parent and its Subsidiaries for the fiscal year, then ended
and (y) a consolidated balance sheet of Mont Re and its Subsidiaries as at the Balance Sheet Date
and a consolidated statement of income of Mont Re and its Subsidiaries for the fiscal year then
ended and (ii) (x) a consolidated balance sheet and consolidated statement of income of the Parent
and its Subsidiaries as at March 31, 2007 and (y) a consolidated balance sheet and consolidated
statement of income of Mont Re and its Subsidiaries as at March 31, 2007. Such balance sheet and
statement of income have been prepared in accordance with GAAP (subject, in the case of the March
31, 2007 statements, to the absence of footnotes and year-end adjustments) and fairly present the
financial condition of the Parent and its Subsidiaries or Mont Re and its Subsidiaries, as the case
may be, as at the close of business on the date thereof and the results of operations for the
period then ended. There are no Contingent Liabilities of the Parent or any of its Subsidiaries as
of such date involving material amounts, known to the officers of the Parent, which were not
disclosed in such balance sheet and the notes related thereto. In the event that GAAP requires
that the financial statements be presented on a combined basis, each Borrower shall have furnished
a combined balance sheet and a combined statement of income for such Borrower and its Subsidiaries.



     5.4 No Material Adverse Changes, etc. Since the Balance Sheet Date there has been no
event or occurrence which has had a Material Adverse Effect.



     5.5 Franchises, Patents, Copyrights, etc. Each Borrower possesses all franchises,
patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the
foregoing, adequate for the conduct of its business substantially as now conducted without known
conflict with any rights of others.



     5.6 Litigation. Except as set forth in Schedule 5.6 hereto, there are no
actions, suits, proceedings or investigations of any kind pending or threatened against the Parent
or any of its Subsidiaries before any Governmental Authority, (a) that, if adversely determined,
might, either in any case or in the aggregate, (i) have a Material Adverse Effect or (ii)
materially impair the right of the Parent and its Subsidiaries to carry on business substantially
as now conducted by



36









 




them, or result in any substantial liability not adequately covered by insurance, or for which
adequate reserves are not maintained on the consolidated balance sheet of the Parent and its
Subsidiaries or, in the event that GAAP requires the financial statements to be presented on a
combined basis, the combined balance sheet or (b) which question the validity of this Credit
Agreement.




     5.7 No Materially Adverse Contracts, etc. Neither Borrower nor any of its
Subsidiaries is subject to any Governing Document or other legal restriction, or any judgment,
decree, order, law, statute, rule or regulation that has or, to the knowledge of the Responsible
Officers, is expected in the future to have a Material Adverse Effect. Neither Borrower nor any of
its Subsidiaries is a party to any contract or agreement that has or is expected, in the judgment
of the Responsible Officers, to have any Material Adverse Effect.



     5.8 Compliance with Other Instruments, Laws, etc. Neither Borrower nor any of its
Subsidiaries is in violation of any provision of its Governing Documents, or any agreement or
instrument to which it may be subject or by which it or any of its properties may be bound or any
decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a
manner that could result in the imposition of substantial penalties or have a Material Adverse
Effect.



     5.9 Tax Status. The Parent and its Subsidiaries (a) have made or filed all federal,
state and foreign income and all other tax returns, reports and declarations required by any
jurisdiction to which any of them is subject, except those which the failure to file would not have
a Material Adverse Effect, (b) have paid all taxes and other governmental assessments and charges
shown or determined to be due on such returns, reports and declarations, except those being
contested in good faith and by appropriate proceedings or those which the failure to pay would not
have a Material Adverse Effect and (c) have set aside on their books provisions reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction, and none of the Responsible Officers of the Borrowers know of
any basis for any such claim.



     5.10 No Event of Default. No Default or Event of Default has occurred and is
continuing.



     5.11 Investment Company Acts. Neither the Parent nor any of its Subsidiaries is an
“investment company”, or an “affiliated company” or a “principal underwriter” of an “investment
company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither
Borrower is engaged in the “investment business” as defined in The Investment Business Act 2003 of
Bermuda.



     5.12 Use of Proceeds.



               5.12.1 General. Mont Re will obtain Letters of Credit to be issued in the ordinary
course of Mont Re’s business. Each Borrower will use proceeds from Loans for general corporate
purposes.



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               5.12.2 Regulations U and X. No portion of any Letter of Credit is to be obtained and
no portion of the proceeds of any Loan shall be used, for the purpose of purchasing or carrying any
“margin security” or “margin stock” as such terms are used in
Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221
and 224.



               5.12.3 Ineligible Securities. No portion of any Letter of Credit is to be obtained
and no portion of the proceeds of any Loan shall be used, for the purpose of knowingly purchasing,
or providing credit support for the purchase of, during the underwriting or placement period or
within thirty (30) days thereafter, any Ineligible Securities underwritten or privately placed by a
Financial Affiliate.



     5.13 Subsidiaries, etc. As of the Closing Date, (a) the Parent has no Subsidiaries
other than those specifically disclosed on Schedule 5.13 and such Schedule correctly
indicates which Subsidiaries are Insurance Subsidiaries and Material Parties, (b) all of the
outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Person and in the amounts specified on Schedule 5.13
free and clear of all Liens and (c) the Parent and its Subsidiaries have no equity investments in
any other corporation or entity other than those specifically disclosed on Schedule 5.13.



     5.14 Disclosure. None of this Credit Agreement or any of the other Loan Documents to
which a Borrower is a party contains any untrue statement of a material fact or omits to state a
material fact known to the Borrowers necessary in order to make the statements herein or therein,
taken as a whole not misleading as of the date hereof or thereof. There is no fact known to the
Borrowers or any of their Subsidiaries as of the date hereof which has a Material Adverse Effect,
or which is reasonably likely in the future to have a Material Adverse Effect, exclusive of effects
resulting from changes in general economic conditions, legal standards or regulatory conditions.



     5.15 Foreign Assets Control Regulations, Etc. None of the requesting or issuance,
extension or renewal of any Letters of Credit or Loans or the use of the proceeds of any thereof
will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With
the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”)
or any enabling legislation or executive order relating thereto (which for the avoidance of doubt
shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001 (Public Law 107-56)). Furthermore, neither the Borrowers nor any of their Subsidiaries
(x) is or will become a “blocked person” as described in the Executive Order, the Trading With the
Enemy Act or the Foreign Assets Control Regulations or (y) engages or will engage in any dealings
or transactions, or be otherwise associated, with any such “blocked person”.



38









 





6. AFFIRMATIVE COVENANTS.




     Each of the Borrowers covenants and agrees that solely with respect to itself and its
Subsidiaries, until the Commitment Termination Date has occurred and all Obligations have been paid
in full:



     6.1 Punctual Payment. Each Borrower will duly and punctually pay or cause to be paid
the interest on all Loans and Reimbursement Obligations, Fees and all other amounts provided for in
this Credit Agreement and the other Loan Documents to which such Borrower or any of its
Subsidiaries are a party, all in accordance with the terms of this Credit Agreement and such other
Loan Documents.



     6.2 Maintenance of Office. Each Borrower will maintain its registered office at
Montpelier House, 94 Pitts Bay Road, Hamilton, Bermuda HM HX, or at such other place as such
Borrower shall designate upon written notice to the Administrative Agent, where notices,
presentations and demands to or upon the Borrowers in respect of the Loan Documents to which such
Borrower is a party may be given or made.



     6.3 Records and Accounts. Each Borrower will (a) keep, and cause each of its
Subsidiaries to keep, true and accurate records and books of account in which full, true and
correct entries will be made in accordance with GAAP, (b) maintain adequate accounts and reserves
for all taxes (including income taxes), depreciation, depletion, obsolescence and amortization of
its properties and the properties of its Subsidiaries, contingencies, and other reserves, and (c)
at all times engage PricewaterhouseCoopers or other independent certified public accountants
satisfactory to the Administrative Agent as the independent certified public accountants of the
Parent and its Subsidiaries and will not permit more than thirty (30) days to elapse between the
cessation of such firm’s (or any successor firm’s) engagement as the independent certified public
accountants of the Parent and its Subsidiaries and the appointment in such capacity of a successor
firm as shall be satisfactory to the Administrative Agent.



     6.4 Financial Statements, Certificates and Information. The Borrowers will deliver to
each of the Lenders:



          (a) as soon as practicable, but in any event not later than ninety (90) days after the end of
each fiscal year of the Parent, (i) the consolidated balance sheet of the Parent and its
Subsidiaries and the consolidating balance sheet of the Parent and its Subsidiaries, each as at the
end of such year, and the related consolidated statement of income and consolidated statement of
cash flow and consolidating statement of income for such year, each setting forth in comparative
form the figures for the previous fiscal year and all such consolidated and consolidating
statements to be in reasonable detail, prepared in accordance with GAAP, and, in the case of the
consolidated balance sheet and related consolidated statement of income and consolidated statement
of cash flow, certified, without qualification and without an expression of uncertainty as to the
ability of the Parent, Mont Re or any of their Subsidiaries to continue as going concerns, by
PricewaterhouseCoopers or any other independent certified public accountant engaged pursuant to
§6.3(c) and (ii); the consolidated balance sheet of the Mont Re and its Subsidiaries




39









 




and the consolidating balance sheet of the Mont Re and its Subsidiaries, each as at the end of
such year, and the related consolidated statement of income and consolidated statement of cash flow
and consolidating statement of income and consolidating statement of cash flow for such year, each
setting forth in comparative form the figures for the previous fiscal year and all such
consolidated and consolidating statements to be in reasonable detail, prepared in accordance with
GAAP, and, in the case of the consolidated balance sheet and related consolidated statement of
income and consolidated statement of cash flow, certified, without qualification;




          (b) as soon as practicable, but in any event not later than forty-five (45) days after the end
of each of the fiscal quarters of the Parent, (i) copies of the unaudited consolidated balance
sheet of the Parent and its Subsidiaries and the unaudited consolidating balance sheet of the
Parent and its Subsidiaries, each as at the end of such quarter, and the related consolidated
statement of income and consolidated statement of cash flow and consolidating statement of income
for the portion of the Parent’s fiscal year then elapsed, all in reasonable detail and prepared in
accordance with GAAP, together with a certification by the principal financial or accounting
officer of the Parent that the information contained in such financial statements fairly presents
the financial position of the Parent and its Subsidiaries on the date thereof (subject to year-end
adjustments); and (ii) copies of the unaudited consolidated balance sheet of the Mont Re and its
Subsidiaries and the unaudited consolidating balance sheet of the Mont Re and its Subsidiaries,
each as at the end of such quarter, and the related consolidated statement of income and
consolidated statement of cash flow and consolidating statement of income and consolidating
statement of cash flow for the portion of the Mont Re’s fiscal year then elapsed, all in reasonable
detail and prepared in accordance with GAAP, together with a certification by the principal
financial or accounting officer of the Mont Re that the information contained in such financial
statements fairly presents the financial position of the Mont Re and its Subsidiaries on the date
thereof (subject to year-end adjustments);




          (c) Within thirty (30) days of receipt of any audit committee report prepared by the
Borrowers’ accountants, if there are any reportable events resulting in any discussion in the
sections of such report entitled “Errors or Irregularities”, “Illegal Acts” and “Misstatements Due
to Fraud”, the Borrowers will provide copies of such sections to the Administrative Agent;




          (d) simultaneously with the delivery of the financial statements referred to in subsections
(a) and (b) above, a statement certified by the principal financial or accounting officer of the
Parent in substantially the form of Exhibit C hereto (a “Compliance Certificate”)
and setting forth in reasonable detail computations evidencing compliance with the covenants
contained in §8 and (if applicable) reconciliations to reflect changes in GAAP since the Balance
Sheet Date;




          (e) promptly upon knowledge thereof, any announcement by A.M. Best & Company, Inc. of any
change in or change in the outlook for a Financial Strength Rating of any Insurance Subsidiary;




          (f) five days after the date filed with the relevant Governmental Authority for each of its
Fiscal Years, but in any event within 125 days after the end of each Fiscal Year of Mont Re and
each other Insurance Subsidiary, a copy of the annual financial statements required




40









 




to be filed with the Minister of Finance of Bermuda or such other appropriate Governmental
Authority of the jurisdiction of domicile of any Insurance Subsidiary;




          (g) contemporaneously with the filing or mailing thereof, copies of all material of a
financial nature filed with the Securities and Exchange Commission or sent to the stockholders of
the Borrowers;




          (h) from time to time such other financial data and information as the Administrative Agent or
any Lender may reasonably request;




     In the event that GAAP requires the financial statements required under clauses (a) and (b)
above to be presented on a combined basis, the Borrowers shall deliver such combined and combining
statements in lieu of the required consolidated and consolidating financial statements.



     Documents required to be delivered pursuant to §6.4(a) or (b) or
§6.4(g) (to the extent any such documents are included in materials otherwise filed with
the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (i) on which Mont Re posts such documents, or provides
a link thereto on Mont Re’s website on the Internet at the website address listed on Schedule
14.6; or (ii) on which such documents are posted on the Borrowers’ 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 Borrowers shall deliver paper copies of such documents to the Administrative Agent or
any Lender that requests the Borrowers 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) Mont Re
shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein,
in every instance the Borrowers shall be required to provide paper copies of the Compliance
Certificates required by §6.4(d) 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 Borrowers 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.



     Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will
make available to the Lenders and the Fronting Bank materials and/or information provided by or on
behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the
Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and
(b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive
material non-public information with respect to either Borrower or its securities) (each, a
“Public Lender”). Each Borrower hereby agrees that (w) all Borrower Materials that are to
be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a
minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x)
by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the
Administrative Agent, the Arranger, the Fronting Bank, the LC Administrator and the Lenders to
treat such Borrower Materials as not



41









 




containing any material non-public information with respect to either Borrower or its
securities for purposes of United States Federal and state securities laws (provided,
however, that to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in §14.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Investor;” and (z) the
Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Investor.”




     6.5 Notices.



          6.5.1 Defaults. As soon as practicable after Responsible Officer of a Borrower knows
of the existence of any Default or Event of Default, such Borrower will notify the Administrative
Agent, in writing, of the occurrence of such Default or Event of Default, together with a
reasonably detailed description thereof, and the actions such Borrower proposes to take with
respect thereto.




          6.5.2 Notice of Litigation and Judgments. Each Borrower will, and will cause each of
its Subsidiaries to, give notice to the Administrative Agent and each of the Lenders in writing
within thirty (30) days of becoming aware of any litigation or proceedings threatened in writing or
any pending litigation and proceedings affecting such Borrower or any of its Subsidiaries or to
which such Borrower or any of its Subsidiaries is or becomes a party involving an uninsured claim
against such Borrower or any of its Subsidiaries that could reasonably be expected to have a
Material Adverse Effect on such Borrower or any of its Subsidiaries and stating the nature and
status of such litigation or proceedings. Each Borrower will give notice to the Administrative
Agent, in writing, in form and detail satisfactory to the Administrative Agent, within ten (10)
days of any final judgment not covered by insurance, against such Borrower or any of its
Subsidiaries in an amount in excess of $5,000,000.




     6.6 Legal Existence; Maintenance of Properties. Each Borrower will do or cause to be
done all things necessary to preserve and keep in full force and effect its legal existence, rights
and franchises and those of its Subsidiaries. It (i) will cause all of its properties and those of
its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries
to be maintained and kept in good condition, repair and working order and supplied with all
necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of such Borrower may be necessary so
that the business carried on in connection therewith may be properly and advantageously conducted
at all times, and (iii) will continue to engage primarily in the businesses now conducted by them
and in related businesses; provided that nothing in this §6.6 shall prevent such Borrower from
discontinuing the operation of any Subsidiary (other than Mont Re) or the operation and maintenance
of any of its properties or any of those of its Subsidiaries (other than Mont Re) if such
discontinuance is, in the judgment of such Borrower, desirable in the conduct of its or their
business and that do not in the aggregate have a Material Adverse Effect.



     6.7 Taxes. The Parent will, and will cause each of its Subsidiaries to, duly pay and
discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes,
assessments and other governmental charges imposed upon it and its real estate, sales and



42









 




activities, or any part thereof, or upon the income or profits therefrom, other than where
failure to pay such taxes would not result in a Material Adverse Effect; provided,
that any such tax, assessment, charge, levy or claim need not be paid if the validity or
amount thereof shall currently be contested in good faith by appropriate proceedings and if the
Parent or such Subsidiary shall have set aside on its books adequate reserves with respect thereto.




     6.8 Inspection of Properties and Books, etc.



          6.8.1 General. Each Borrower shall permit the Administrative Agent, upon reasonable
prior notice and at reasonable times to visit and inspect any of the properties of each Borrower or
any of its Subsidiaries, to examine the books of account of each Borrower and its Subsidiaries (and
to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts
of each Borrower and its Subsidiaries with, and to be advised as to the same by, its and their
officers. Following the occurrence and during the continuance of an Event of Default, any of the
Lenders and any of the Administrative Agent’s or any of the Lenders’ employees, agents, consultants
or attorneys, may accompany the Administrative Agent on such visits, inspections or discussions.




          6.8.2 Communications with Accountants. Each Borrower authorizes the Administrative
Agent to communicate directly with the Borrowers’ independent certified public accountants and
authorizes such accountants to disclose to the Administrative Agent and the Lenders any and all
financial statements and other supporting financial documents and schedules with respect to the
business, financial condition and other affairs of each Borrower or any of its Subsidiaries.
Following the occurrence and during the continuance of an Event of Default, any of the Lenders and
any of the Administrative Agent’s or any of the Lenders’ employees, agents, consultants or
attorneys, may participate in such communications. At the request of the Administrative Agent, the
Borrowers shall deliver a letter addressed to such accountants instructing them to comply with the
provisions of this §6.8.2.




     6.9 Compliance with Laws, Contracts, Licenses, and Permits. Each Borrower will, and
will cause each of its Subsidiaries to, comply with (a) the applicable laws and regulations
wherever its business is conducted, including all environmental laws, except where failure to do so
would not have a Material Adverse Effect, (b) the provisions of its Governing Documents, (c) all
agreements and instruments by which it or any of its properties may be bound, except where failure
to do so would not have a Material Adverse Effect, and (d) all applicable decrees, orders, and
judgments, except where failure to do so would not have a Material Adverse Effect. If any
authorization, consent, approval, permit or license from any officer, agency or instrumentality of
any competent government shall become necessary or required in order that a Borrower fulfill any of
its obligations hereunder or any of the other Loan Documents to which such Borrower is a party,
such Borrower will immediately take or cause to be taken all reasonable steps within the power of
such Borrower to obtain such authorization, consent, approval, permit or license and furnish the
Administrative Agent and the Lenders with evidence thereof.



     6.10 Use of Proceeds. Mont Re will obtain Letters of Credit solely for the purposes
set forth in §5.12.1. Each Borrower will only use the proceeds of its Loans for general corporate
purposes.



43









 





     6.11 Further Assurances. Each Borrower will, and will cause each of its Subsidiaries
to, cooperate with the Lenders and the Administrative Agent and execute such further instruments
and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to
their satisfaction the transactions contemplated by this Credit Agreement and the other Loan
Documents.



7. CERTAIN NEGATIVE COVENANTS.




     Each Borrower covenants and agrees solely with respect to itself and its Subsidiaries that,
until the Commitment Termination Date has occurred and all Obligations have been paid in full:



     7.1 Business Activities. Such Borrower will not engage directly or indirectly
(whether through Subsidiaries or otherwise), as its primary business, in any type of business other
than the businesses conducted by it on the Closing Date and in related businesses.



     7.2 Fiscal Year. The Borrower will not, and will not permit any of it Subsidiaries
to, change the date of the end of its fiscal or financial year from that set forth in §5.3.1.



     7.3 Transactions with Affiliates. Each Borrower will not, and will not permit any of
its Subsidiaries to, engage in any transaction with any Affiliate (other than for services as
employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such Affiliate or, to the
knowledge of such Borrower, any corporation, partnership, trust or other entity in which any such
Affiliate has a substantial interest or is an officer, director, trustee or partner, on terms more
favorable to such Person than would have been obtainable on an arm’s-length basis in the ordinary
course of business provided that transactions between the Parent and any wholly-owned Subsidiary of
the Parent or between any wholly-owned Subsidiaries of the Parent shall be excluded from the
restrictions set forth in this §7.3.



     7.4 Disposition of Assets. Neither Borrower shall, nor permit any of its Insurance
Subsidiaries to, sell, transfer, convey or lease all or substantially all of its assets or sell or
assign with or without recourse any receivables, other than any sale, transfer, conveyance or lease
in the ordinary course of business, except for (x) any sale, transfer, lease or disposition of an
asset by a Subsidiary of a Borrower to a Subsidiary of a Borrower and (y) any such sale, transfer,
conveyance, lease or assignment by any wholly owned Subsidiary of the Parent (other than Mont Re)
to Mont Re or any other wholly owned Subsidiary of the Parent, provided in each case no Default or
Event of Default has occurred and is continuing or would result therefrom.



     7.5 Mergers, Consolidations and Sales. Neither Borrower shall, nor permit any other
Material Party to, merge or consolidate except for (i) any wholly-owned Subsidiary of a Borrower
may merge with any other wholly-owned Subsidiary of such Borrower and (ii) Mont Re may merge with
any other wholly-owned Subsidiary of the Parent provided Mont Re is the surviving corporation,
provided in each case no Default or Event of Default has occurred and is continuing or would result
therefrom.



44









 





     7.6 Liens.



          (a) The Parent will not, and will not permit any of its Subsidiaries to, create, assume,
incur, guarantee or otherwise to permit any Debt secured by any Lien upon any shares of Capital
Stock of any Material Party (whether such shares of Capital Stock are now owned or hereafter
acquired) without effectively providing concurrently that the Obligations (and, if the Borrowers so
elect, any other Debt of the Borrowers that is not subordinate to the Obligations and with respect
to which the governing instruments require, or pursuant to which a Borrower is otherwise obligated,
to provide such security) shall be secured equally and ratably with such Debt for at least the time
period such other Debt is so secured.




          (b) The Parent will not permit any of its Subsidiaries to create or permit to exist, any Lien
with respect to any assets now or hereafter existing or acquired, except the following: (i) Liens
for current taxes not delinquent or for taxes being contested in good faith and by appropriate
proceedings and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP; (ii) easements, party wall agreements, rights of way,
restrictions, minor defects or irregularities in title and other similar Liens not interfering in
any material respect with the ordinary course of the business of such Person; (iii) Liens incurred
in the ordinary course of business in connection with workers’ compensation, unemployment insurance
or other forms of governmental insurance or benefits and Liens pursuant to letters of credit or
other security arrangements in connection with such insurance or benefits; (iv) mechanics’,
workers’, materialmen’s, landlord liens and other like Liens arising in the ordinary course of
business in respect of obligations which are not delinquent or which are being contested in good
faith and by appropriate proceedings and with respect to which adequate reserves have been
established, and are being maintained, in accordance with GAAP; (v) Liens securing Debt under the
Existing Credit Facilities; (vi) Liens securing judgment for the payment of money not constituting
an Event of Default under §11.1(l); (vii) Liens on assets held in trust in respect of, or deposited
or segregated to secure, liabilities under any Primary Policies, Retrocession Agreements or
Reinsurance Agreements entered into in the ordinary course of business; (viii) Liens securing Debt
permitted under Section 7.7(b); provided that (x) such Liens does not at any time encumber
any property other than the property financed by such Debt and (y) the Debt secured thereby does
not exceed the cost or fair market value, whichever is lower, of the property being acquired on the
date of acquisition; (ix) Liens in connection with Debt permitted under §7.7(e); (x) Liens in favor
of the Administrative Agent for the benefit of the Lenders; and (xi) Liens not permitted by any
other clause of this §7.6 securing Debt in an aggregate amount not to exceed $10,000,000.




     7.7 Debt. The Parent will not permit Mont Re or any other Subsidiary to, incur any
Debt other than (a) Debt under this Credit Agreement; (b) Debt in respect of Capitalized Lease
Obligations or under synthetic leases and purchase money obligations for fixed or capital assets;
provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not
exceed $5,000,000; (c) Debt owed by any Subsidiary to the Parent or any of its Subsidiaries; (d)
Hedging Obligations entered into in the ordinary course of business in order to hedge currency,
commodity or interest rate risks, and not for purposes of speculation; (e) Debt for standby letters
of credit which have been, or may be from time to time in the future, issued to insurance or
reinsurance cedents in the ordinary course of business or to satisfy the funding requirements of
the Society of Lloyd’s applicable to members thereof; (f) Debt under the



45









 




Existing Credit Facilities and (g) Debt not included in paragraphs (a) through (g) which does
not exceed at any time; in the aggregate, $25,000,000.




     7.8 Burdensome Agreements. The Borrowers shall not enter into or permit to exist any
agreement that limits the ability of any Subsidiary (other than a special purpose financing
Subsidiary) to pay dividends, make distributions or otherwise transfer property to a Borrower,
provided, however this §7.8 shall not prohibit such limitations existing or imposed by (i)
applicable Law, (ii) this Agreement or any other Loan Document, (iii) restrictions on the transfer
of any assets subject to a Lien permitted by §7.6 (b); provided that the Borrowers may agree to
permit restrictions in connection with Debt provided such restrictions are no more restrictive than
those contained in this Agreement and such restrictions do not prohibit the Borrowers from granting
Liens to secure the Obligations under this Agreement or any refinancing or restatement thereof.



     7.9 Investments in Blue Ocean Entities. The Parent will not, and will not permit any
of its Subsidiaries to, (i) incur Contingent Liabilities or otherwise provide credit support
(including granting a Lien on any of its assets) for the Debt of Blue Ocean Re Holdings Ltd. or any
of its Subsidiaries at any time or (ii) during the existence or continuation of any Default or
Event of Default make any loans to purchase or redeem any Capital Stock of or otherwise make any
investment in Blue Ocean Re Holdings Ltd. or any of its Subsidiaries.



8. FINANCIAL COVENANTS.




     The Borrowers covenant and agree solely with respect to itself that, until the occurrence of
the Commitment Termination Date and until all Obligations are paid in full, it shall:



     8.1 Leverage Ratio. The Parent will not permit the Leverage Ratio to be more than
thirty percent (30%). For purposes of determining the Leverage Ratio, (i) Hybrid Securities will
be accorded the same capital treatment as given to such Hybrid Securities by S&P; provided that no
Subsidiary of the Parent (other than a trust or other entity formed for the purpose of issuing the
Hybrid Securities) shall have any direct or indirect liability in respect of the Hybrid Securities;
and provided further that the maximum amount of Hybrid Securities eligible for equity treatment in
determining the Leverage Ratio (regardless of the treatment by S&P) can not exceed 15% of total
capital and (ii) Blue Ocean Re Holdings Ltd. shall not be treated as a Subsidiary but shall be
accounted for as an equity investment.



     8.2 A.M. Best Rating. Mont Re will not permit its A.M. Best Rating to fall below the
rating of “B++” or to be withdrawn.



     8.3 Mont Re Net Worth. Mont Re will not permit the Mont Re Net Worth at any time to
be less than the sum of (i) $1,300,000,000 plus (ii) an amount equal to 50% of the Consolidated Net
Income of Mont Re earned in each full fiscal quarter ending after March 31, 2007 (with no deduction
for any net loss in any such fiscal quarter), plus (iii) 50% of the aggregate increases in
Shareholders’ Equity of Mont Re by reason of the issuance and sale of Capital Stock of Mont Re or
other capital contributions.



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9. CONDITIONS TO CLOSING DATE.




     This Credit Agreement shall be and become effective on the date that the following conditions
precedent have been satisfied:



     9.1 Credit Agreement. The Credit Agreement shall have been duly executed and
delivered by the respective parties thereto, shall be in full force and effect and shall be in form
and substance satisfactory to the Administrative Agent and the Administrative Agent shall have
received a fully executed copy of each such document.



     9.2 Certified Copies of Governing Documents. The Administrative Agent shall have
received from each Borrower a copy, certified by a duly authorized officer of such Borrower to be
true and complete on the Closing Date, of each of its Governing Documents (other than shareholder
agreements, voting trusts and similar arrangements applicable to any of the Parent’s Capital Stock)
as in effect on such date of certification.



     9.3 Corporate or Other Action. All corporate (or other) action necessary for the
valid execution, delivery and performance by each Borrower of this Credit Agreement and the other
Loan Documents to which it is or is to become a party shall have been duly and effectively taken,
and evidence thereof satisfactory to the Administrative Agent shall have been provided to the
Administrative Agent.



     9.4 Incumbency Certificate. The Administrative Agent shall have received from each
Borrower an incumbency certificate, dated as of the Closing Date, signed by a duly authorized
officer of such Borrower and giving the name and bearing a specimen signature of each individual
who shall be authorized: (a) to sign, in the name and on behalf of such Borrower, each of the Loan
Documents to which such Borrower is or is to become a party; (b) to apply for Letters of Credit or
Loans, as the case may be; and (c) to give notices and to take other action on its behalf under the
Loan Documents.



     9.5 Opinion of Counsel. Each of the Lenders and the Administrative Agent shall have
received a favorable legal opinion addressed to the Lenders and the Administrative Agent, dated as
of the Closing Date, in form and substance satisfactory to the Administrative Agent, from New York
and Bermuda counsel to the Borrowers.



     9.6 Compliance Certificate. The Administrative Agent shall have received from the
Borrowers a Compliance Certificate showing compliance with the Financial Covenants set forth in
§8.1 and §8.3.



     9.7 Mont Re Financial Strength Rating. The A.M. Best Financial Strength Rating of
Mont Re shall be A- or better.



     9.8 Payment of Fees and Expenses. The Borrowers shall have paid to the Lenders, the
Administrative Agent, or the Arranger as appropriate, all amounts due and owing under the Existing
Agreement, and all fees required to be paid pursuant to the Fee Letter and any and all other fees
and expenses incurred by the Administrative Agent in connection with this Credit



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Agreement and the other Loan Documents, including, without limitation, legal fees and
expenses.




     9.9 No Material Adverse Change. There shall not have occurred a material adverse
change since December 31, 2006 in the business, properties, condition (financial or otherwise),
assets, operations, income or prospects of the Parent and its Subsidiaries taken as a whole, Mont
Re individually or Mont Re and its Subsidiaries taken as a whole or in the facts and information
regarding such entities as represented to date.



     9.10 Representations True; No Event of Default. The representations and warranties
set forth in §5 shall be true and correct as of the Closing Date and no Default or Event of Default
shall have occurred and be continuing. The Administrative Agent shall have received a certificate
of the Borrowers signed by a Responsible Officer of the Borrowers to that effect.



     9.11 Process Agent Letter. A letter from the Process Agent agreeing to the terms of
§14.14.



10. CONDITION TO ALL CREDIT EXTENSIONS.




     The obligation of each Lender and of the Fronting Bank to make a Credit Extension, in each
case whether on or after the Closing Date, shall also be subject to the satisfaction of the
following conditions precedent:



     10.1 Representations True; No Event of Default. Each of the representations and
warranties of the Borrowers contained in this Credit Agreement (other than §5.4), the other Loan
Documents to which a Borrower is a party or in any document or instrument delivered by the
Borrowers pursuant to or in connection with this Credit Agreement shall be true as of the date as
of which they were made and shall also be true at and as of the time of the Credit Extension, with
the same effect as if made at and as of that time (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement and the other Loan Documents and
changes occurring in the ordinary course of business that singly or in the aggregate do not have a
Material Adverse Effect, and to the extent that such representations and warranties relate
expressly to an earlier date) and no Default or Event of Default shall have occurred and be
continuing.



     10.2 No Legal Impediment. No change shall have occurred in any applicable law or
regulations thereunder or interpretations thereof that in the reasonable opinion of the Applicable
Issuing Party would make it illegal for the applicable Issuers to make such Credit Extension.



     10.3 Documents. The Administrative Agent shall have received all information and such
documents as the Administrative Agent may reasonably request in connection with such Credit
Extension.



11. EVENTS OF DEFAULT; ACCELERATION; ETC.




     11.1 Events of Default and Acceleration. Upon the occurrence and continuance of any
of the following events of default (each an “Event of Default”):



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               (a) default in the payment of any of the Obligations consisting of Reimbursement Obligations
or the principal amount of the Loans;



               (b) default in the payment of any Obligations (other than those specified in clause (a) above)
under any of the Loan Documents, including, without limitation, default in the payment of Fees and
interest, which shall continue for more than three (3) Business Days;



               (c) any representation, warranty, certification or statement of fact made or deemed made by or
on behalf of a Borrower herein, in any Loan Document or in any document delivered in connection
herewith or therewith shall be incorrect or misleading in any material respect when made or deemed
made;



               (d) default in the performance of any of the agreements or covenants of the Borrowers set
forth in §§6.5, 6.6, 6.10, 7.1, 7.4, 7.5, 7.6,8.1, 8.2 or 8.3 after the date upon which any
applicable grace or cure periods that are expressly herein provided shall have elapsed;



               (e) default in the performance of any of the agreements or covenants of the Borrowers under
this Credit Agreement or any other Loan Document (other than those specified in §§11.1(a), (b), (c)
or (d) or above) and continuance of such default for a period of 30 days after the date upon which
(x) any Responsible Officer had actual knowledge of such default or (y) any applicable grace or
cure periods that are expressly herein provided shall have elapsed;



               (f) a Borrower shall be enjoined, restrained or in any way prevented by the order of any court
or any administrative or regulatory agency from conducting any material part of its business and
such order shall continue in effect for more than thirty (30) days;



               (g) a Material Party admits in writing that it is generally unable to pay debts as they mature
or become due;



               (h) a Material Party makes a general assignment for the benefit of creditors;



               (i) the commencement of a proceeding by or against a Material Party under the federal
Bankruptcy Code or the equivalent under Bermuda law, or any other federal, state or Bermuda laws
seeking to adjudicate a Material Party as bankrupt or insolvent, or seeking the liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief or composition of a
Material Party or its debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator, debtor in possession, examiner or other
similar official for a Material Party or any substantial part of a Material Party’s property, with
or without consent of such Material Party, for any purpose whatsoever and, in the case of any such
proceeding instituted against a Material Party (but not instituted by it), either such proceeding
shall remain unstayed and undismissed for a period of sixty (60) days; or any of the following
actions sought in such proceeding shall occur: the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, a Material Party or
for any substantial part of its property;



49









 





               (j) the taking of any action by a regulatory authority to obtain control of a Borrower, a
substantial part of its assets (which shall not have been vacated, discharged or stayed or bonded
pending appeal within sixty (60) days from the entry thereof);



               (k) a Change in Control shall occur;



               (l) there shall occur any (i) default in the payment when due (subject to any applicable grace
period), whether by acceleration or otherwise, of any other Debt of a Material Party if the
aggregate amount of Debt of a Borrower and/or any other Material Party which is accelerated or due
and payable, or which (subject to any applicable grace period) may be accelerated or otherwise
become due and payable, by reason of such default or defaults is $25,000,000 or more, (ii) default
in the performance or observance of any obligation or condition with respect to any such other Debt
of, or guaranteed by, a Material Party if the effect of such default or defaults is to accelerate
the maturity (subject to any applicable grace period) of any such Debt of $25,000,000 or more in
the aggregate or to permit the holder or holders of such indebtedness of $25,000,000 or more in the
aggregate, or any trustee or agent for such holders, to cause such Debt to become due and payable
prior to its expressed maturity, (iii) a final judgment or judgments which exceed an aggregate of
$25,000,000 (excluding any portion thereof which is covered by insurance so long as the insurer is
reasonably likely to be able to pay and is not denying coverage in writing) shall be rendered
against a Material Party and shall not have been discharged or vacated or had execution thereof
stayed pending appeal within 60 days after entry or filing of such judgment(s).



     If any Event of Default shall have occurred and be continuing, the Administrative Agent may
and, upon the request of the Required Lenders, shall, by notice to the Borrowers, terminate the
unused portion of the credit hereunder, and upon such notice being given such unused portion of the
credit hereunder shall terminate immediately and the Lenders and the Fronting Bank shall be
relieved of all further obligations to make Loans and to issue, extend or renew Letters of Credit.
No termination of the credit hereunder shall relieve a Borrower or any of its Subsidiaries of any
of its Obligations and upon such termination of the credit hereunder, all Obligations and all
interest accrued and unpaid thereon shall become immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly waived by the
Borrowers. Notwithstanding anything to the contrary contained herein, no notice given or
declaration by the Administrative Agent pursuant to this §11 shall affect (i) the obligation of the
Lenders, the Fronting Bank or the LC Administrator to make any payment under any Letter of Credit
in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in
respect of each Letter of Credit.



     If any Event of Default shall occur and be continuing, the Administrative Agent may or, at the
request of the Required Lenders, shall require that each Borrower Cash Collateralize outstanding
Letters of Credit issued for its account in an amount equal to the Dollar Equivalent of the sum of
the Maximum Drawing Amount of all such Letters of Credit; provided, however, that
upon the occurrence of an event described in §11.1(i) or (j), the obligation of each Lender and the
Fronting Bank to make Credit Extensions shall automatically terminate, and the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically
become due and payable, and the obligations of each Borrower to Cash



50









 




Collateralize its Obligations with respect to Letters of Credit as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or any
Lender.




     If any Event of Default shall occur and be continuing, the Cash Collateral of and any amounts
received on account of a Borrower’s Obligations (including proceeds of Cash Collateral)shall be
applied by the Administrative Agent in the following order:




          First, to the Administrative Agent for the account of the Fronting Bank and the
Lenders, Cash Collateral equal to the Dollar Equivalent of the Maximum Drawing Amount of the
Letters of Credit issued for the account of such Borrower;




          Second, to payment of that portion of the Obligations of such Borrower
constituting fees, indemnities, expenses (including expenses incurred in the sale or
collection of such Borrower’s Cash Collateral) and other amounts (including fees, charges
and disbursements of counsel to the Administrative Agent and amounts payable under
Article 3) payable to the Administrative Agent in its capacity as such;




          Third, to payment of that portion of such Borrower’s Obligations constituting
fees, indemnities and other amounts (other than principal, interest and Letter of Credit
Fees) payable to the Lenders and the Fronting Bank (including fees, charges and
disbursements of counsel to the respective Lenders and the Fronting Bank and amounts payable
under Article 3), ratably among them in proportion to the respective amounts
described in this clause Third payable to them;




          Fourth, to payment of that portion of such Borrower’s Obligations constituting
accrued and unpaid Letter of Credit Fees and interest on the Loans, Unpaid Reimbursement
Obligations and other Obligations, ratably among the Lenders and the Fronting Bank in
proportion to the respective amounts described in this clause Fourth payable to
them;




          Fifth, to payment of that portion of such Borrower’s Obligations constituting
unpaid principal of the Loans and Unpaid Reimbursement Obligations, ratably among the
Lenders and the Fronting Bank in proportion to the respective amounts described in this
clause Fifth held by them; and




          Last, the balance, if any, after all of such Borrower’s Obligations have been
indefeasibly paid in full and all Letters of Credit have expired, to such Borrower or as
otherwise required by Law.



     Amounts held pursuant to clause First above shall be applied to satisfy drawings under
such Letters of Credit as they occur. If any amount remains after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.



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12. THE ADMINISTRATIVE AGENT.




     12.1 Authorization.



               (a) The Administrative Agent is authorized to take such action on behalf of each of the
Lenders and to exercise all such powers as are hereunder and under any of the other Loan Documents
and any related documents delegated to the Administrative Agent, together with such powers as are
reasonably incident thereto, provided, that no duties or responsibilities not
expressly assumed herein or therein shall be implied to have been assumed by the Administrative
Agent.



               (b) The LC Administrator shall act on behalf of the Lenders with respect to any Several
Letters of Credit issued by the Lenders and the documents associated therewith and shall have all
of the benefit and immunities provided to the Administrative Agent in this Article 12 with respect
to any acts taken or omissions suffered by the LC Administrator in connection with Several Letters
of Credit issued or proposed to be issued by the Lenders and the application and agreements for
letters of credit pertaining to the Several Letters of Credit as fully as if the term
“Administrative Agent”, as used in this Article 12, included the LC Administrator with respect to
such acts or omissions



               (c) The relationship between the Administrative Agent and each of the Lenders is that of an
independent contractor. The use of the term “Administrative Agent” is for convenience only
and is used to describe, as a form of convention, the independent contractual relationship between
the Administrative Agent and each of the Lenders. Nothing contained in this Credit Agreement nor
the other Loan Documents shall be construed to create an agency, trust or other fiduciary
relationship between the Administrative Agent and any of the Lenders.



               (d) As an independent contractor empowered by the Lenders to exercise certain rights and
perform certain duties and responsibilities hereunder and under the other Loan Documents, the
Administrative Agent is nevertheless a “representative” of the Lenders, as that term is
defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the
Lenders and the Administrative Agent with respect to all collateral security and guaranties
contemplated by the Loan Documents. Such actions include the designation of the Administrative
Agent as “secured party”, “mortgagee” or the like on all financing statements and
other documents and instruments, whether recorded or otherwise, relating to the attachment,
perfection, priority or enforcement of any security interests, mortgages or deeds of trust in
collateral security intended to secure the payment or performance of any of the Obligations, all
for the benefit of the Lenders and the Administrative Agent.



               (e) Anything herein to the contrary notwithstanding, none of the Book Managers, Arrangers or
Syndication Agent listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as
the Administrative Agent, a Lender, Fronting Bank or the L/C Administrator hereunder.



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     12.2 Employees and Administrative Agents. The Administrative Agent may exercise its
powers and execute its duties by or through employees or agents and shall be entitled to take, and
to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this
Credit Agreement and the other Loan Documents. The Administrative Agent may utilize the services
of such Persons as the Administrative Agent in its sole discretion may reasonably determine.



     12.3 No Liability. Neither the Administrative Agent nor any of its shareholders,
directors, officers or employees nor any other Person assisting them in their duties nor any agent
or employee thereof, shall be liable for any waiver, consent or approval given or any action taken,
or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan
Documents, or in connection herewith or therewith, or be responsible for the consequences of any
oversight or error of judgment whatsoever, except that the Administrative Agent or such other
Person, as the case may be, shall be liable for losses due to its willful misconduct or gross
negligence.



     12.4 No Representations.



               12.4.1 General. The Administrative Agent shall not be responsible for the execution
or validity or enforceability of this Credit Agreement, the Letters of Credit, any of the other
Loan Documents or any instrument at any time constituting, or intended to constitute, collateral
security for the Obligations, or for the value of any such collateral security or for the validity,
enforceability or collectibility of any such amounts owing with respect to any of the Obligations,
or for any recitals or statements, warranties or representations made herein or in any of the other
Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of the
Borrowers or any of their Subsidiaries, or be bound to ascertain or inquire as to the performance
or observance of any of the terms, conditions, covenants or agreements herein or in any instrument
at any time constituting, or intended to constitute, collateral security for the Obligations or to
inspect any of the properties, books or records of the Borrowers or any of their Subsidiaries. The
Administrative Agent shall not be bound to ascertain whether any notice, consent, waiver or request
delivered to it by either Borrower or any Lender shall have been duly authorized or is true,
accurate and complete. The Administrative Agent has not made nor does it now make any
representations or warranties, express or implied, nor does it assume any liability to the Lenders,
with respect to the credit worthiness or financial conditions of either Borrower or any of its
Subsidiaries. Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based upon such information and documents as it has
deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement.



               12.4.2 Closing Documentation, etc. For purposes of determining compliance with the
conditions set forth in §9, each Lender that has executed this Credit Agreement shall be deemed to
have consented to, approved or accepted, or to be satisfied with, each document and matter either
sent, or made available, by the Administrative Agent or the Arranger to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or
acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent or the
Arranger acting upon the Borrowers’ account shall have received notice from such Lender not less
than two (2) days prior to the Closing Date specifying such



53









 




Lender’s objection thereto and such objection shall not have been withdrawn by notice to the
Administrative Agent or the Arranger to such effect on or prior to the Closing Date.




     12.5 Payments.



               12.5.1 Payments to Administrative Agent. A payment by a Borrower to the
Administrative Agent hereunder or any of the other Loan Documents for the account of any Lender
shall constitute a payment to such Lender. The Administrative Agent agrees promptly to distribute
to each Lender such Lender’s pro rata share of payments received by the
Administrative Agent for the account of the Lenders except as otherwise expressly provided herein
or in any of the other Loan Documents.



               12.5.2 Distribution by Administrative Agent. If in the opinion of the Administrative
Agent the distribution of any amount received by it in such capacity hereunder or under any of the
other Loan Documents might involve it in liability, it may refrain from making distribution until
its right to make distribution shall have been adjudicated by a court of competent jurisdiction.
If a court of competent jurisdiction shall adjudge that any amount received and distributed by the
Administrative Agent is to be repaid, each Person to whom any such distribution shall have been
made shall either repay to the Administrative Agent its proportionate share of the amount so
adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be
determined by such court.



               12.5.3 Delinquent Lenders. Notwithstanding anything to the contrary contained in this
Credit Agreement or any of the other Loan Documents, any Lender that (a) fails (i) to fund a Loan
or a drawing under a Several Letter of Credit or purchase any Letter of Credit Participation that
it is required to fund or purchase, as the case may be, within one Business Day, (ii) to comply
with the provisions of §14.1 with respect to making dispositions and arrangements with the other
Lenders, where such Lender’s share of any payment received, whether by set-off or otherwise, is in
excess of its pro rata share of such payments due and payable to all of the
Lenders, in each case as, when and to the full extent required by the provisions of this Credit
Agreement unless such failure has been cured or is the subject of a good faith dispute, or (b) has
been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding, shall be
deemed delinquent (a “Delinquent Lender”) and shall be deemed a Delinquent Lender until
such time as such delinquency is satisfied.



     12.6 Holders of Participations. The Administrative Agent may deem and treat the
purchaser of any Letter of Credit Participation as the absolute owner or purchaser thereof for all
purposes hereof until it shall have been furnished in writing with a different name by such
purchaser or by a subsequent holder, assignee or transferee.



     12.7 Indemnity. The Lenders ratably agree hereby to indemnify and hold harmless the
Administrative Agent and its Affiliates from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for
which the Administrative Agent or such Affiliate has not been reimbursed by the Borrowers as
required by §12.3), and liabilities of every nature and character arising out of or related to this
Credit Agreement or any of the other Loan Documents, or the transactions contemplated or evidenced
hereby or thereby, or the Administrative Agent’s actions taken hereunder or



54









 




thereunder, except to the extent that any of the same shall be directly caused by the
Administrative Agent’s willful misconduct or gross negligence.




     12.8 Administrative Agent as Lender. In its individual capacity, Bank of America
shall have the same obligations and the same rights, powers and privileges in respect to its
Commitment and as the purchaser of any Letter of Credit Participations, as it would have were it
not also the Administrative Agent.



     12.9 Resignation. The Administrative Agent may resign at any time by giving sixty
(60) days prior written notice thereof to the Lenders and the Borrowers; provided that any such
resignation by Bank of America shall also constitute its resignation as Fronting Bank and as LC
Administrator (except as to Letters of Credit issued by it and then outstanding). Upon any such
resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent.
Unless a Default or Event of Default shall have occurred and be continuing, such successor
Administrative Agent shall be reasonably acceptable to the Borrowers. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice
of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, which shall be a financial institution (a) having a senior
unsecured debt rating of not less than “A+” or its equivalent by S&P and (b) so long as no Default
or Event of Default has occurred, approved by the Borrowers in their reasonable discretion. If no
successor shall have been so appointed and accepted within sixty (60) days after the retiring
Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent’s
resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the
duties of the Administrative Agent (and all payments and communications provided to be made by, to
or through the Administrative Agent shall instead be made by or to each Lender directly) until such
time as the Required Lenders appoint a successor Administrative Agent as provided for above in this
paragraph. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and obligations hereunder.
After any retiring Administrative Agent’s resignation, the provisions of this Credit Agreement and
the other Loan Documents shall continue in effect for its benefit in respect of any actions taken
or omitted to be taken by it while it was acting as Administrative Agent.




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     12.10 Administrative Agent May File Proofs of Claim.



          (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial, administrative or like
proceeding or any assignment for the benefit of creditors relative to a Borrower or any of its
Subsidiaries, the Administrative Agent (irrespective of whether the principal of any Reimbursement
Obligation or Unpaid Reimbursement Obligation shall then be due and payable as herein expressed or
by declaration or otherwise and irrespective of whether the Administrative Agent shall have made
any demand on such Borrower) shall be entitled and empowered, by intervention in such proceeding,
under any such assignment or otherwise:





     (i) to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the Lenders, the
Fronting Bank, the LC Administrator and the Administrative Agent (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Lenders, the
Fronting Bank, the LC Administrator and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders, the Fronting Bank, the LC Administrator
and the Administrative Agent under this Credit Agreement) allowed in such proceeding or
under any such assignment; and




     (ii) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;



          (b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such proceeding or under any such assignment is hereby authorized by each Lender,
the Fronting Bank and the LC Administrator to make such payments to the Administrative Agent and,
in the event that the Administrative Agent shall consent to the making of such payments directly to
the Lenders, the Fronting Bank or the L/C Administrator, nevertheless to pay to the Administrative
Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent
under this Credit Agreement.




          (c) Nothing contained herein shall authorize the Administrative Agent to consent to or accept
or adopt on behalf of any Lender, the Fronting Bank or the LC Administrator any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations owed to such
Lender, the Fronting Bank or the LC Administrator or the rights of any Lender, the Fronting Bank or
the LC Administrator or to authorize the Administrative Agent to vote in respect of the claim of
any Lender, the Fronting Bank, the LC Administrator in any such proceeding or under any such
assignment.




     12.11 Notification of Defaults and Events of Default. Each Lender hereby agrees that,
upon learning of the existence of a Default or an Event of Default, it shall promptly notify the
Administrative Agent thereof. The Administrative Agent hereby agrees that upon receipt of any
notice under this §12.11 it shall promptly notify the other Lenders of the existence of such
Default or Event of Default.



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     12.12 Duties in the Case of Enforcement. In case one of more Events of Default have
occurred and shall be continuing, and whether or not acceleration of the Obligations shall have
occurred, the Administrative Agent shall, if (a) so requested by the Required Lenders and (b) the
Lenders have provided to the Administrative Agent such additional indemnities and assurances
against expenses and liabilities as the Administrative Agent may reasonably request, proceed to
enforce the provisions of this Credit Agreement and the other Loan Documents authorizing the sale
or other disposition of all or any part of the Cash Collateral and exercise all or any such other
legal and equitable and other rights or remedies as it may have in respect of such Cash Collateral.
The Required Lenders may direct the Administrative Agent in writing as to the method and the
extent of any such sale or other disposition, the Lenders hereby agreeing to indemnify and hold the
Administrative Agent, harmless from all liabilities incurred in respect of all actions taken or
omitted in accordance with such directions, provided that the Administrative Agent need not comply
with any such direction to the extent that the Administrative Agent reasonably believes the
Administrative Agent’s compliance with such direction to be unlawful or commercially unreasonable
in any applicable jurisdiction.



13. SUCCESSORS AND ASSIGNS.




     13.1 General Conditions. The provisions of this Credit Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that neither Borrower may assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each Lender and no Lender may assign
or otherwise transfer any of its rights or obligations hereunder except (a) to an Eligible Assignee
in accordance with the provisions of §13.2, or (b) by way of participation in accordance with the
provisions of §13.4 or (c) by way of pledge or assignment of a security interest subject to the
restrictions of §13.6 (and any other attempted assignment or transfer by any party hereto shall be
null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in §13.4 and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Credit Agreement or any of the
other Loan Documents.



     13.2 Assignments. Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Credit Agreement (including all or a
portion of its Commitments); provided, that (a) except in the cases of an
assignment of the entire remaining amount of the assigning Lender’s Commitments or, of an
assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitments being
assigned shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as
no Default or Event of Default has occurred and is continuing, the Borrowers, otherwise consent
(each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Credit Agreement with respect to the Commitment assigned, it being
understood that non-pro rata assignments of or among the Commitments and the related Reimbursement
Obligations and the related Loans are not permitted; (c) any assignment of a Commitment must be
approved by the Administrative Agent, the Fronting Bank and so long as no Default or Event of
Default has occurred and is continuing, the Borrowers, (such approval of the Borrowers not to be



57









 







unreasonably withheld), unless the Person that is the proposed assignee is itself a Lender
with a Commitment; (d) 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 (provided, that such processing and recordation fee may be waived by the
Administrative Agent, in its sole discretion) and the Eligible Assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (e) if
applicable, the LC Administrator shall have delivered to the respective beneficiaries of
outstanding Several Letters of Credit amendments (or, in the case of any Several Letter of Credit
issued individually by the Lenders, a replacement Several Letter of Credit in exchange for and the
return or cancellation of the original Several Letter of Credit) which reflect any changes in the
Lenders and/or the Commitment Percentages resulting from such assignment. Subject to acceptance
and recording thereof by the Administrative Agent pursuant to §13.3, from and after the effective
date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party
to this Credit Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Credit 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 Credit Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled
to the benefits of §§14.2 and 14.3 with respect to facts and circumstances occurring prior to the
effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations
under this Credit Agreement that does not comply with this paragraph shall be treated for purposes
of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with §13.4.



     13.3 Register. The Administrative Agent, acting solely for this purpose as an agent
of the Borrowers, shall maintain at the Administrative Agent’s Office 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 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 Credit Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.



     13.4 Participations. Any Lender may at any time, without the consent of, or notice
to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a
natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Credit Agreement (including all or a portion of its Commitment);
provided, that (a) such Lender’s obligations under this Credit 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 other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Credit Agreement. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any
provision of this



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Credit Agreement; provided, that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver that would extend the term or increase the amount of the Commitment of such Lender as it
relates to such Participant, reduce the amount of any Letter of Credit Fee to which such
Participant is entitled or extend any regularly scheduled payment date for principal or interest.
Subject to §13.5, each Borrower agrees that each Participant shall be entitled to the benefits of
§§3.3, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to §13.2. To the extent permitted by law, each Participant also shall be
entitled to the benefits of §14.1 as though it were a Lender, provided such Participant agrees to
be subject to §14.1 as though it were a Lender.



     13.5 Payments to Participants. A Participant shall not be entitled to receive any
greater payment under §§3.3, 3.4 and 3.5 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant.



     13.6 Miscellaneous Assignment Provisions. A Lender may at any time grant a security
interest in all or any portion of its rights under this Credit Agreement to secure obligations of
such Lender, in connection with any pledge or assignment to secure obligations to any of the twelve
Federal Reserve Administrative Agents organized under §4 of the Federal Reserve Act, 12 U.S.C.
§341; provided that no such grant shall release such Lender from any of its obligations hereunder,
provide any voting rights hereunder to the secured party thereof, substitute any such secured party
for such Lender as a party hereto or affect any rights or obligations of either Borrower or the
Administrative Agent hereunder.



     13.7 Assignee or Participant Affiliated with the Borrowers. If any assignee Lender is
an Affiliate of the Borrowers, then any such assignee Lender shall have no right to vote as a
Lender hereunder or under any of the other Loan Documents for purposes of granting consents or
waivers or for purposes of agreeing to amendments or other modifications to any of the Loan
Documents or for purposes of making requests to the Administrative Agent pursuant to §11, and the
determination of the Required Lenders shall for all purposes of this Credit Agreement and the other
Loan Documents be made without regard to such assignee Lender’s interest in any of the
Reimbursement Obligations. If any Lender sells a participating interest in any of the
Reimbursement Obligations to a Participant, and such Participant is a Borrower or an Affiliate of
the Borrowers, then such transferor Lender shall promptly notify the Administrative Agent of the
sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder
or under any of the other Loan Documents for purposes of granting consents or waivers or for
purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of
making requests to the Administrative Agent pursuant to §11 to the extent that such participation
is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the
Required Lenders shall for all purposes of this Credit Agreement and the other Loan Documents be
made without regard to the interest of such transferor Lender in the Reimbursement Obligations to
the extent of such participation.



14. PROVISIONS OF GENERAL APPLICATIONS.




     14.1 Setoff. Each Borrower hereby grants to the Administrative Agent and each of the
Lenders a continuing lien, security interest and right of set-off as security for all liabilities
and



59









 







obligations to the Administrative Agent and each Lender, whether now existing or hereafter
arising, upon and against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of the Administrative Agent or such Lender or any
Lender Affiliate and their successors and assigns or in transit to any of them. Regardless of the
adequacy of any collateral, if any of the Obligations are due and payable and have not been paid or
any Event of Default shall have occurred, any deposits or other sums credited by or due from any of
the Lenders to such Borrower and any securities or other property of such Borrower in the
possession of such Lender may be applied to or set off by such Lender against the payment of
Obligations of such Borrower and any and all other liabilities, direct, or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, of such Borrower to such
Lender. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT
TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH
RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWERS ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.



     14.2 Expenses. The Borrowers jointly and severally agree to pay (a) the reasonable
costs of producing and reproducing this Credit Agreement, the other Loan Documents and the other
agreements and instruments mentioned herein, (b) the reasonable fees, expenses and disbursements of
the Administrative Agent’s Special Counsel or any local counsel to the Administrative Agent
incurred in connection with the preparation, syndication, administration or interpretation of the
Loan Documents and other instruments mentioned herein, each closing hereunder, any amendments,
modifications, approvals, consents or waivers hereto or hereunder, or the cancellation of any Loan
Document upon payment in full of all of the Obligations or pursuant to any terms of such Loan
Document for providing for such cancellation, (c) the fees, expenses and disbursements of the
Administrative Agent and the Arrangers incurred by the Administrative Agent or the Arrangers in
connection with the preparation, syndication, administration or interpretation of the Loan
Documents and other instruments mentioned herein, (d) all reasonable out-of-pocket expenses
(including without limitation reasonable attorneys’ fees and costs, which attorneys may be
employees of any Lender or the Administrative Agent, and reasonable consulting, accounting,
appraisal, investment banking and similar professional fees and charges so long as the engagement
of such professionals is reasonable) incurred by any Lender or the Administrative Agent in
connection with (i) the enforcement of or preservation of rights under any of the Loan Documents
against either Borrower or any of its Subsidiaries or the administration thereof after the
occurrence of a Default or Event of Default and (ii) any litigation or proceeding arising hereunder
or related hereto or in any way related to any Lender’s or the Administrative Agent’s relationship
hereunder with either Borrower or any of its Subsidiaries and (e) all reasonable fees, expenses and
disbursements of any Lender or the Administrative Agent incurred in connection with UCC searches or
UCC filings. The covenants contained in this §14.2 shall survive payment or satisfaction in full
of all other obligations.



     14.3 Indemnification. Each Borrower jointly and severally agrees to indemnify and
hold harmless the Administrative Agent, the Fronting Bank, the LC Administrator, the Lenders and
their respective Affiliates, directors, officers, employees, agents and advisors (collectively, the
“Indemnitees”) from and against any and all claims, actions and suits whether groundless or
otherwise, and from and against any and all liabilities, losses, damages and expenses of every



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nature and character arising out of this Credit Agreement or any of the other Loan Documents
or the transactions contemplated hereby including, without limitation, (a) any actual or proposed
use by either Borrower or any of its Subsidiaries of the Letters of Credit or Loans or (b) the
Borrowers entering into or performing this Credit Agreement or any of the other Loan Documents, in
each case including, without limitation, the reasonable fees and disbursements of counsel and
allocated costs of internal counsel incurred in connection with any such investigation, litigation
or other proceeding; provided however that the Borrowers shall have no obligation to indemnify any
Indemnitee for any liability, losses, damages or expenses resulting solely from the gross
negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained through IntraLinks or
other similar information transmission systems in connection with this Credit Agreement, nor shall
any Indemnitee have any liability for any indirect or consequential damages relating to this Credit
Agreement or any other Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date). Subject to §14.4 below, in litigation, or
the preparation therefor, the Indemnitees shall be entitled to select their own counsel and, in
addition to the foregoing indemnity, the Borrowers agree to pay promptly the reasonable fees and
expenses of such counsel. If, and to the extent that the obligations of the Borrowers under this
§14.3 are unenforceable for any reason, the Borrowers hereby agree to make the maximum contribution
to the payment in satisfaction of such obligations which is permissible under applicable law. The
covenants contained in this §14.3 shall survive payment or satisfaction in full of all other
Obligations.



     14.4 Payments by Borrowers with respect to Indemnified Persons.



          (a) Any Person entitled to reimbursement for expenses pursuant to §14.2 or indemnification
pursuant to §14.3 (an “Indemnified Person”) shall promptly notify the Borrowers in writing as to
any action, claim, suit, proceeding or investigation for which indemnity may be sought. After such
notice to the Borrowers, so long as the position of the Borrowers is not adverse to that of the
Indemnified Person, the Borrowers shall be entitled to participate in, and to the extent that it
shall elect by written notice delivered to such Indemnified Person promptly after receiving the
aforesaid notice of such Indemnified Person, to assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Person to represent such Indemnified Person in such action, claim,
suit, proceeding or investigation and shall pay as incurred the reasonable fees and expenses of
such counsel related to such action, claim, suit, proceeding or investigation.




          (b) In any action, claim, suit, proceeding or investigation, any Indemnified Person shall have
the right to retain its own separate counsel at such Indemnified Person’s own expense and not
subject to reimbursement by either Borrower; provided, however, that the Borrowers shall pay as
incurred the reasonable fees and expenses of such counsel incurred in connection with
investigating, preparing, defending, paying, settling or compromising any action, claim, suit,
proceeding or investigation if (i) the parties to such action, claim, suit, proceeding or
investigation include both the Indemnified Person and the Borrowers and there may be legal defenses
available to such Indemnified Person which are different from or additional to those available to
the Borrowers; (ii) the use of counsel chosen by the Borrowers to represent both the Borrowers and
such Indemnified Person would present such counsel with an actual or potential conflict of
interest; (iii) the Borrowers shall not have employed satisfactory




61









 







counsel to represent the Indemnified Person within a reasonable time after notice of the
institution of such action, claim, suit, proceeding or investigation; (iv) the Borrowers have not
provided the Indemnified Person with adequate assurance of its acceptance of its liability for the
underlying claim pursuant to §14.3 and of its financial capacity to pay the full amount of such
underlying claim or (v) the Borrowers shall authorize the Indemnified Person to employ separate
counsel (in addition to any local counsel) at the expense of the Borrowers. The Borrowers shall
not, in connection with any action, claim, suit, proceeding or investigation, be liable for the
fees and expenses of more than one separate firm of legal counsel for all Indemnified Parties,
except to the extent the use of one counsel to represent all Indemnified Persons would present such
counsel with an actual or potential conflict of interest, and in the event that separate counsel is
to be retained to represent one or more Indemnified Parties, such separate counsel shall be chosen
by Administrative Agent.




          (c) Each Indemnified Person agrees that, unless the Borrowers are unable to comply with the
provisions set forth in §14.4(a) above, without the Borrowers’ prior written consent (not to be
unreasonably withheld), it will not settle, compromise or consent to the entry of any judgment in
or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of
which indemnification could be sought hereunder unless such settlement, compromise, consent or
termination includes an unconditional release of the Borrowers and the Indemnified Person from all
liabilities arising out of such claim, action, suit, proceeding or investigation.




     14.5 Survival of Covenants, Etc. All covenants, agreements, representations and
warranties made herein, in any of the other Loan Documents to which a Borrower is a party or in any
documents or other papers delivered by or on behalf of a Borrower or any of its Subsidiaries
pursuant hereto shall be deemed to have been relied upon by the Lenders and the Administrative
Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall
survive the issuance, extension or renewal of any Letters of Credit or Loans, as herein
contemplated, and shall continue in full force and effect so long as any Letter of Credit or Loan
or any amount due under this Credit Agreement or any of the other Loan Documents remains
outstanding or the Administrative Agent has any obligation to issue, extend or renew any Letter of
Credit or Loan , and for such further time as may be otherwise expressly specified in this Credit
Agreement. All statements contained in any Letter of Credit Application or Compliance Certificate
delivered to any Lender or the Administrative Agent at any time by or on behalf of the Borrowers
shall constitute representations and warranties by the Borrowers hereunder.



     14.6 Notices and Other Communications; Facsimile Copies.



          (a) General. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including by facsimile transmission).
All such written notices shall be mailed certified or registered mail, faxed or delivered to the
applicable address, facsimile number or (subject to subsection (c) below) electronic mail address,
and all notices and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:





     (i) if to the Borrowers, the Administrative Agent, the Fronting Bank or the LC
Administrator, to the address, facsimile number, electronic mail address or telephone



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number specified for such Person on Schedule 14.6 or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such
party in a notice to the other parties; and




     (ii) if to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such
party in a notice to the Borrowers, the Administrative Agent, the Fronting Bank and the LC
Administrator.


Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by facsimile shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient).
Notices delivered through electronic communications to the extent provided in subsection (b) below,
shall be effective as provided in such subsection (b).




          (b) Electronic Communications. Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communication (including e-mail and Internet
or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender pursuant to §2 if such Lender has notified
the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Borrowers 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.




          (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Borrowers, any Lender, the LC Administrator or any other
Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract
or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Borrower
Materials through the Internet, except to the extent that such losses, claims, damages, liabilities
or expenses resulted solely from the gross negligence or willful misconduct of such Agent Party;
provided, however, that in no event shall any Agent Party have any liability to the
Borrower, any Lender, the LC Administrator or any other Person for indirect, special, incidental,
consequently or punitive damages (as opposed to direct or actual damages).




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          (d) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures
shall, subject to applicable law, have the same force and effect as manually-signed originals and
shall be binding on the Borrowers, the Administrative Agent, the Fronting Bank, the LC
Administrator and the Lenders. The Administrative Agent may also require that any such documents
and signatures be confirmed by a manually-signed original thereof; provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any facsimile document
or signature.




          (e) Reliance by Administrative Agent and Lenders. The Administrative Agent, the
Fronting Bank, the LC Administrator and the Lenders shall be entitled to rely and act upon any
notices purportedly given by or on behalf of any Borrower even if (i) such notices were not made in
a manner specified herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrowers shall indemnify the Administrative Agent, the Fronting Bank,
the LC Administrator and each Lender from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower.
All telephonic notices to and other communications with the Administrative Agent may be recorded by
the Administrative Agent, and each of the parties hereto hereby consents to such recording.




     14.7 Miscellaneous. This Credit Agreement shall not be in any way affected by the
extension of time or renewal of any of the Obligations, the modification in any manner or the
taking or release in whole or in part of any security therefor or the obligations of the Borrowers
or any endorsers, sureties, guarantors or other parties or the granting of any other indulgences to
the Borrowers. No termination of this Credit Agreement shall be effective until the Obligations of
the Borrowers secured by this Credit Agreement have been satisfied in full.



     14.8 Successors and Assigns. This Credit Agreement shall inure to the benefit of the
Administrative Agent, the Fronting Bank, the LC Administrator and the Lenders and its and their
successors and assigns and shall bind the Borrowers and the successors, representatives, legal
representatives and/or heirs and assigns of the Borrowers.



     14.9 Choice of Law/Binding Effect. This Credit Agreement and the rights and
obligations of the parties hereunder shall be construed and interpreted in accordance with the laws
of the State of New York, excluding the laws applicable to conflicts or choice of law (other than
Section 5-1401 of the New York General Obligations Law). Regardless of any provision in any other
agreement, for purposes of Article 9 of the uniform commercial code as in effect in the State of
New York, New York shall be deemed to be the Administrative Agent’s, the Fronting Bank’s, the LC
Administrator’s and the Lenders’ jurisdiction.



     14.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A
JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS
CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR
THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS,



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STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF ANY OF THE PARTIES HERETO RELATING TO
ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO CONSOLIDATE ANY SUCH ACTION
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. Except as prohibited
by law, each of the Borrowers, the Fronting Bank, the LC Administrator, the Lenders and the
Administrative Agent hereby waives any right it may have to claim or recover in any litigation
referred to in the preceding sentence any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages. Each of the Borrowers (a) certifies
that no representative, agent or attorney of any Lender, the Fronting Bank, the LC Administrator or
the Administrative Agent has represented, expressly or otherwise, that such Lender, the Fronting
Bank, the LC Administrator or the Administrative Agent would not, in the event of litigation, seek
to enforce the foregoing waivers and (b) acknowledges that the Administrative Agent, the Fronting
Bank, the LC Administrator and the Lenders have been induced to enter into this Credit Agreement,
the other Loan Documents to which it is a party by, among other things, the waivers and
certifications contained herein.



     14.11 Delivery of Additional Documents. Each of the Borrowers agree to execute and
deliver to the Administrative Agent and/or third parties designated by the Administrative Agent
such additional documents, notices, requests and other instruments as the Administrative Agent
deems reasonably necessary or advisable to protect the Administrative Agent’s rights under this
Credit Agreement.



     14.12 Confidentiality. Each Lender agrees to maintain and to cause its Affiliates to
maintain the confidentiality of all information provided to it by the Borrowers or any Subsidiary
of the Borrowers, or by the Administrative Agent on behalf of the Borrowers or any Subsidiary of
either of them, under this Credit Agreement or any other Loan Document, and neither it nor any of
its Affiliates shall use any such information other than in connection with or in enforcement of
this Credit Agreement and the other Loan Documents or in connection with other business now or
hereafter existing or contemplated directly with the Borrowers or any Subsidiary; except to the
extent such information (i) was or becomes generally available to the public other than as a result
of disclosure by the Lender or its Affiliates or in violation of any applicable confidentiality
agreement known to the Lender, or (ii) was or becomes available on a non-confidential basis from a
source other than the Borrowers, provided that such source is not bound by a confidentiality
agreement with the Borrowers and/or with any restrictions on its use known to the Lender; provided,
however, that any Lender may disclose such information (A) at the request or pursuant to any
requirement of any governmental authority or self regulatory body to which the Lender is subject or
in connection with an examination of such Lender by any such authority; provided that the Lender
makes reasonable efforts to request confidential treatment of such information to the extent
permitted by law; (B) pursuant to subpoena or other court process; (C) as may be required (in such
Lender’s reasonable judgment) in accordance with the provisions of any applicable requirement of
law; (D) to the extent reasonably required in connection with any litigation or proceeding to which
the Administrative Agent, any Lender or their respective Affiliates may be party; (E) to the extent
reasonably required in connection with the exercise of any remedy hereunder or under any other Loan
Document; (F) to such Lender’s independent auditors and other professional advisors who agree to
the confidentiality provisions hereof; and (G) to any Participant or Eligible Assignee, actual or potential, provided that such Person
agrees in writing to keep such information confidential to the same extent required of the Lenders
hereunder.



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     14.13 Consents, Amendments, Waivers, Etc. Any consent or approval required or
permitted by this Credit Agreement to be given by the Lenders may be given, and any term of this
Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned
herein may be amended, and the performance or observance by a Borrower or any of its Subsidiaries
of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the
continuance of any Default or Event of Default may be waived (either generally or in a particular
instance and either retroactively or prospectively) with, but only with, the written consent of the
Borrowers and the written consent of the Required Lenders. Notwithstanding the foregoing, no
amendment, modification or waiver shall:



          (a) without the written consent of the Borrowers and each Lender directly affected thereby:





     (i) reduce or forgive the principal amount of any Loan or Reimbursement Obligations, or
reduce the Letter of Credit Fee, the Commitment Fee or interest on amounts due hereunder or
under the other Loan Documents (other than interest accruing pursuant to §2.7.5 following
the effective date of any waiver by the Required Lenders of the Default or Event of Default
relating thereto);




     (ii) increase the amount of such Lender’s Commitment or extend the expiration date of
such Lender’s Commitment;




     (iii) postpone or extend either Commitment Termination Date or any other regularly
scheduled dates for payments of the Loans or Reimbursement Obligations or any Fees or other
amounts payable to such Lender (it being understood that (A) a waiver of the application of
the Default Rate and (B) any vote to rescind any exercise of remedies made pursuant to §11
of amounts owing with respect to the Obligations shall require only the approval of the
Required Lenders); and




     (iv) other than pursuant to a transaction permitted by the terms of this Credit
Agreement, release all or substantially all of the Cash Collateral (excluding, if a Borrower
or any Subsidiary of a Borrower becomes a debtor under the federal Bankruptcy Code, the
release of “cash collateral”, as defined in Section 363(a) of the federal Bankruptcy Code
pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders);



          (b) without the written consent of all of the Lenders, amend or waive this §14.13 or the
definition of Required Lenders;




          (c) without the written consent of the Administrative Agent, amend or waive §12, the amount or
time of payment of any fees or expenses payable to the Administrative Agent or any other provision
applicable to the Administrative Agent;




66









 








          (d) Without the written consent of the Fronting Bank and the LC Administrator, the rights or
duties of the Fronting Bank and the LC Administrator under this Credit Agreement or any Letter of
Credit Application relating to any Letter of Credit issued or to be issued by it.



No waiver shall extend to or affect any obligation not expressly waived or impair any right
consequent thereon. No course of dealing or delay or omission on the part of the Administrative
Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto. No notice to or demand upon the Borrowers shall entitle the Borrowers to
other or further notice or demand in similar or other circumstances. The Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only by the parties
thereto. Notwithstanding anything to the contrary herein, no Delinquent Lender shall have any
right to approve or disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent of such Lender.




     14.14 Agent for Service. The Borrowers have irrevocably designated, appointed, and
empowered CT Corporation System, with an office on the date hereof at 111 Eighth Avenue, New York,
New York 10011 as its designee, appointee and agent to receive and accept for and on its behalf,
service of any and all legal process, summons, notices and documents which may be served in any
action, suit or proceedings brought against the Borrowers in any United States or State of New York
court. If for any reason such designee, appointee and agent hereunder shall cease to be available
to act as such, the Borrowers agree to designate a new designee, appointee and agent in the Borough
of Manhattan, The City of New York on the terms and for the purposes of this §14.14 satisfactory to
the Administrative Agent. Each Borrower further hereby irrevocably consents and agrees to the
service of any and all legal process, summons, notices and documents in any action, suit or
proceeding against each Borrower by serving a copy thereof upon the relevant agent for service of
process referred to in this §14.14 (whether or not the appointment of such agent shall for any
reason prove to be ineffective or such agent shall accept or acknowledge such service) or by
mailing copies thereof by registered or certified air mail, postage prepaid, to such Borrower at
its address specified in §14.6 hereof. Each Borrower agrees that the failure of any such designee,
appointee and agent to give any notice of such service to it shall not impair or affect in any way
the validity of such service or any judgment rendered in any action or proceeding based thereon.
Nothing herein shall in any way be deemed to limit the ability of the Lenders or the Administrative
Agent to serve any such legal process, summons, notices and documents in any other manner permitted
by applicable law or to obtain jurisdiction over the Borrowers or bring actions, suits or
proceedings against the Borrowers in such other jurisdictions, and in such manner, as may be
permitted by applicable law. Each of the Borrowers, the Administrative Agent and the Lenders
irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which
they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or
proceedings arising out of or in connection with this Credit Agreement or any other Loan Document
brought in the United States Federal courts located in the Borough of Manhattan, The City of New
York or the courts of the State of New York and hereby further irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum. The Borrowers, the
Administrative Agent and the Lenders each waive personal service of any summons, complaint or other
process and irrevocably consent to the service of process by registered mail, postage prepaid, or by any
other means permitted by New York or federal law.



67









 





     14.15 Conversion. If, for the purpose of obtaining judgment in any court or obtaining
an order enforcing a judgment, it becomes necessary to convert any amount due under this Credit
Agreement in Dollars into any other currency (hereinafter in this §14.15 called the “second
currency”), then the conversion shall be made at the rate of exchange used by the Administrative
Agent prevailing on the Business Day preceding the day on which the judgment is given or (as the
case may be) the order is made. In the event that there is a difference between the rate of
exchange on the basis of which the amount of such judgment or order is determined and the rate of
exchange prevailing on the date of payment, then the rate of exchange prevailing on the date of
payment shall govern the amount owing hereafter, and each Borrower agrees to pay such amount as may
be necessary to ensure that the amount paid on such date in the second currency is the amount in
such second currency which, when converted at the rate of exchange for buying Dollars with the
second currency prevailing on the date of payment, is the amount which was due under this Credit
Agreement in Dollars before such judgment was obtained or made. Any amount due from a Borrower to
the Administrative Agent and/or the Lenders under the second sentence of this §14.15 will be due as
a separate debt of such Borrower to the Administrative Agent and/or the Lenders, shall constitute
an Obligation hereunder and shall not be affected by judgment or order being obtained for any other
sum due under or in respect of this Credit Agreement. The covenants contained in this §14.15 shall
survive the payment in full of all of the other Obligations of the Borrowers under this Credit
Agreement.



     14.16 Counterparts. This Credit Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each of which when executed and
delivered shall be an original, and all of which together shall constitute one instrument.
Delivery by facsimile by any of the parties hereto of an executed counterpart hereof or of any
amendment or waiver hereto shall be as effective as an original executed counterpart hereof or of
such amendment or waiver and shall be considered a representation that an original executed
counterpart hereof or such amendment or waiver, as the case may be, will be delivered.



     14.17 Interest Rate Limitation. Notwithstanding anything to the contrary contained in
any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the
Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the applicable Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that
is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest throughout the contemplated term of the Obligations
hereunder.



     14.18 Integration. This Agreement, together with the other Loan Documents, comprises
the complete and integrated agreement of the parties on the subject matter hereof and thereof and
supersedes all prior agreements, written or oral, on such subject matter. In the event of any



68









 







conflict between the provisions of this Credit Agreement and those of any other Loan Document, the
provisions of this Credit Agreement shall control; provided that the inclusion of supplemental
rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document
shall not be deemed a conflict with this Credit Agreement.



     14.19 Severability. If any provision of this Credit Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Credit Agreement and the other Loan Documents
shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.



     14.20 Tax Forms.



          (a) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30)
of the Code (a “Foreign Lender”) shall deliver to the Administrative Agent, prior to receipt of any
payment subject to withholding under the Code (or upon accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto
(relating to such Foreign Lender and entitling it to an exemption from, or reduction of,
withholding tax on all payments to be made to such Foreign Lender by the Borrowers pursuant to this
Credit Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made
to such Foreign Lender by the Borrowers pursuant to this Credit Agreement) or such other evidence
satisfactory to the Company and the Administrative Agent that such Foreign Lender is entitled to an
exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section
881(c) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly
submit to the Administrative Agent such additional duly completed and signed copies of one of such
forms (or such successor forms as shall be adopted from time to time by the relevant United States
taxing authorities) as may then be available under then current United States laws and regulations
to avoid, or such evidence as is satisfactory to the Borrowers and the Administrative Agent of any
available exemption from or reduction of, United States withholding taxes in respect of all
payments to be made to such Foreign Lender by the Borrowers pursuant to this Credit Agreement, (B)
promptly notify the Administrative Agent of any change in circumstances which would modify or
render invalid any claimed exemption or reduction, and (C) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its lending office) to avoid any requirement
of applicable laws that any Borrower make any deduction or withholding for taxes from amounts
payable to such Foreign Lender.




          (b) Each Foreign Lender, to the extent it does not act or ceases to act for its own account
with respect to any portion of any sums paid or payable to such Lender under any of the Loan
Documents (for example, in the case of a typical participation by such Lender), shall deliver to
the Administrative Agent on the date when such Foreign Lender ceases to act for its own account
with respect to any portion of any such sums paid or payable, and at such other times as may be
necessary in the determination of the Administrative Agent (in the reasonable

69









 








exercise of its discretion), (A) two duly signed completed copies of the forms or statements
required to be provided by such Lender as set forth above, to establish the portion of any such
sums paid or payable with respect to which such Lender acts for its own account that is not subject
to United States withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or
any successor thereto), together with any information such Lender chooses to transmit with such
form, and any other certificate or statement of exemption required under the Code, to establish
that such Lender is not acting for its own account with respect to a portion of any such sums
payable to such Lender.




     14.21 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby, the Borrower acknowledges and agrees that: (i) the credit
facilities provided for hereunder and any related arranging or other services in connection
therewith (including in connection with any amendment, waiver or other modification hereof or of
any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its
Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other hand, and
the Borrower is capable of evaluating and understanding and understands and accepts the terms,
risks and conditions of the transactions contemplated hereby and by the other Loan Documents
(including any amendment, waiver or other modification hereof or thereof); (ii) in connection with
the process leading to such transaction, the Administrative Agent and each of the Arrangers each is
and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for
the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person;
(iii) neither the Administrative Agent nor either Arranger has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions
contemplated hereby or the process leading thereto, including with respect to any amendment, waiver
or other modification hereof or of any other Loan Document (irrespective of whether the
Administrative Agent or such Arranger has advised or is currently advising any of the Borrower or
its Affiliates on other matters) and neither the Administrative Agent nor any Arranger has any
obligation to the Borrower or its Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan Documents; (iv) the
Administrative Agent, the Arrangers and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from those of the Borrower and its Affiliates,
and neither the Administrative Agent nor either Arranger has any obligation to disclose any of such
interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative
Agent and the Arrangers have not provided and will not provide any legal, accounting, regulatory or
tax advice with respect to any of the transactions contemplated hereby (including any amendment,
waiver or other modification hereof or of any other Loan Document) and the Borrower has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.
The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it
may have against the Administrative Agent and the Arrangers with respect to any breach or alleged
breach of agency or fiduciary duty.



     14.22 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies the Borrowers, which information includes the name and
address of each Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Borrower in accordance with the Act.



70









 





     IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as of the date
first set forth above.



	 	 	 	 	 
	 	 	MONTPELIER REINSURANCE LTD.
	 
	 	 	 	 
	 

	 	By:	 	 /s/ William Pollett
	 

	 	 	 	 
	 

	 	Name:	 	 William Pollett
	 

	 	 	 	 
	 

	 	Title:	 	 Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MONTPELIER RE HOLDINGS LTD.
	 
	 	 	 	 
	 

	 	By:	 	 /s/ William Pollett
	 

	 	 	 	 
	 

	 	Name:	 	 William Pollett
	 

	 	 	 	 
	 

	 	Title:	 	 Treasurer
	 

	 	 	 	 





364-Day Credit Agreement




S-1









 





	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., individually as
Administrative Agent, Fronting Bank, LC
Administrator and Lender
	 
	 	 	 	 
	 

	 	By: 	 	 /s/ Debra Basler
	 

	 	 	 	 
	 

	 	Name:	 	 Debra Basler
	 

	 	 	 	 
	 

	 	Title:	 	 Senior Vice President
	 

	 	 	 	 





364-Day Credit Agreement




S-2









 








	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION,
as Lender and Syndication Agent
	 
	 	 	 	 
	 

	 	By:	 	 /s/ Daniel S. Serrao
	 

	 	 	 	 
	 

	 	Name:	 	 Daniel S. Serrao
	 

	 	 	 	 
	 

	 	Title:	 	 Senior Vice President
	 

	 	 	 	 





364-Day Credit Agreement




S-3









 





	 	 	 	 	 
	 	 	CREDIT SUISSE, Cayman Islands Branch
	 
	 	 	 	 
	 

	 	By:	 	/s/ Jay Chall
	 

	 	 	 	 
	 

	 	Name:	 	Jay Chall
	 

	 	 	 	 
	 

	 	Title:	 	Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Alain Schmid
	 

	 	 	 	 
	 

	 	Name:	 	Alain Schmid
	 

	 	 	 	 
	 

	 	Title:	 	Assistant Vice President
	 

	 	 	 	 





364-Day Credit Agreement




S-4









 





	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michael Pensari
	 

	 	 	 	 
	 

	 	Name:	 	Michael Pensari
	 

	 	 	 	 
	 

	 	Title:	 	Vice President
	 

	 	 	 	 





364-Day Credit Agreement




S-5









 





	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By:	 	/s/ John S. McGill
	 

	 	 	 	 
	 

	 	Name:	 	John S. McGill
	 

	 	 	 	 
	 

	 	Title:	 	Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michael Campites
	 

	 	 	 	 
	 

	 	Name:	 	Michael Campites
	 

	 	 	 	 
	 

	 	Title:	 	Vice President
	 

	 	 	 	 





364-Day Credit Agreement




S-6









 





	 	 	 	 	 
	 	 	ING BANK N.V., LONDON BRANCH
	 
	 	 	 	 
	 

	 	By:	 	/s/ N.J. Marchant
	 

	 	 	 	 
	 

	 	Name:	 	N.J. Marchant 
	 

	 	 	 	 
	 

	 	Title:	 	Director 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ M.E.R. Sharman
	 

	 	 	 	 
	 

	 	Name:	 	M.E.R. Sharman 
	 

	 	 	 	 
	 

	 	Title:	 	Managing Director 
	 

	 	 	 	 





364-Day Credit Agreement




S-7









 





	 	 	 	 	 
	 	 	LEHMAN BROTHERS BANK, FSB
	 
	 	 	 	 
	 

	 	By:	 	/s/ Janine M. Shugan
	 

	 	 	 	 
	 

	 	Name:	 	Janine M. Shugan 
	 

	 	 	 	 
	 

	 	Title:	 	Authorized Signatory 
	 

	 	 	 	 





364-Day Credit Agreement





S-8










 





EXHIBIT A




ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including, without limitation, the Letters of Credit
included in such facilities) and (ii) to the extent permitted to be assigned under applicable law,
all claims, suits, causes of action and any other right of the Assignor (in its capacity as a
Lender) against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as, the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 	 	 
	1.

	 	Assignor:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee: 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	[and is an Affiliate/Approved Fund of [identify Lender]]
	 
	 	 	 	 	 	 
	3.

	 	Borrower(s):	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	4.	 	Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement
	 
	 	 	 	 	 	 
	5.	 	Credit Agreement: Credit Agreement, dated as of June 8, 2007, among Montpelier
Reinsurance Ltd., Montpelier Re Holdings Ltd., the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent.






 









 






	 	 	 	 	 	 	 
	6.	 	Assigned Interest:






	 	 	 	 	 	 	 	 	 
	 	 	Aggregate	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	Percentage	 	 
	 	 	Commitment	 	Commitment	 	Assigned of	 	CUSIP
	Facility Assigned	 	for all Lenders*	 	Assigned*	 	Commitment1	 	Number
	Commitment

	 	$                    
	 	$                    
	 	                    %	 	 






[7. Trade Date: __________________]2



Effective Date:                     , 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 	 	 
	 	 	ASSIGNOR

[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE

[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 






[Consented to and]4 Accepted:




BANK OF AMERICA, N.A., as

     Administrative Agent and Fronting Bank






	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Title:
	 	 
	 
	 	 	 	 
	MONTPELIER REINSURANCE LTD.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 






[Consented to:]5





 




			
	1	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.
	 
	2	 	To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.
	 
	3	 	The Effective Date will be subject to the
provisions of Section 13.2 of the Credit Agreement.
	 
	4	 	To be added only if the consent of the
Administrative Agent and the Issuing Bank is required by the terms of the
Credit Agreement.
	 
	5	 	To be added only if the consent of Mont Re is
required by the terms of the Credit Agreement.




 









 










ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




[___________________]6




STANDARD TERMS AND CONDITIONS FOR




ASSIGNMENT AND ASSUMPTION




     1. Representations and Warranties.



     1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby, and (iv) under current law, no tax is required to be withheld by
the Borrowers with respect to any payments (including fees) to be made to Assignee under the Credit
Agreement or any other Credit Document, and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial
condition of either Borrower, any of its Subsidiaries or Affiliates or any other Person obligated
in respect of any Credit Document or (iv) the performance or observance by either Borrower, any of
its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Credit Document.



     1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) it is an
NAIC Approved Bank with a rating of “A3” or better from Moody’s and/or “A” or better from Standing
& Poor’s and/or “A-“ or better from Fitch, (iv) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the
Assigned Interest, shall have the obligations of a Lender thereunder, (v) it is sophisticated with
respect to decisions to acquire assets of the type represented by such Assigned Interest and it is
experienced in acquiring assets of such type, (vi) it has received a copy of the Credit Agreement
and has received or has been accorded the opportunity to receive, copies of the most recent
financial statements delivered pursuant to Section 6.4 thereof, and such other documents and
information as it deems appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made
such analysis and decision independently and without reliance on the Administrative Agent or any
other Lender, and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest, and (vii) if it is a Non-U.S. Lender, attached hereto is any documentation
required to be





 




			
	6	 	Describe Credit Agreement at option of
Administrative Agent.




 









 









delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor 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 decisions in taking or
not taking action under the Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.




     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.




 









 





EXHIBIT B




FORM OF LOAN NOTICE




Date:       
         
     , ____




To:    
  Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Credit Agreement, dated as of June 8, 2007 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement” the terms defined therein being used herein as therein defined), among Montpelier
Reinsurance Ltd (“Mont Re”)., Montpelier Re Holdings Ltd. (the “Parent”), the Lenders from time to
time party thereto, and Bank of America, N.A., as Administrative Agent and Issuing Bank.



     The undersigned Borrower hereby requests, on behalf of itself (select one):



	 	 	 	 	 
	 

	 	o     A Borrowing of Loans
	 	o     A conversion or continuation of Loans






	 	 	 
	1.

	 	On           
                
              
(a Business Day).
	 
	 	 
	2.

	 	In the amount of        
                
                 .
	 
	 	 
	3.

	 	Comprised of          
                 
              .
	 

	 	[Type
of Loan requested]

	 
	 	 
	4.

	 	For Eurocurrency Rate Loans: with
an Interest Period of ___ months.






	 	 	 	 	 
	 	 	MONTPELIER RE HOLDINGS LTD./MONTPELIER REINSURANCE LTD.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





B-1









 





EXHIBIT C




FORM OF COMPLIANCE CERTIFICATE




      
              , ______, 200__




Bank of America, N.A.

[insert Agency address]




     Re:    Montpelier Reinsurance Ltd. and Montpelier Re Holdings Ltd.



     Reference is made to the Credit Agreement, dated as of June 8, 2007 (as amended to date, the
“Credit Agreement”), by and among Montpelier Reinsurance Ltd., a company organized under
the laws of Bermuda (“Mont Re”), Montpelier Re Holdings Ltd. (the “Parent”), the
lenders party thereto (the “Lenders”) and Bank of America, N.A. as administrative agent for
the lenders (the “Administrative Agent”). Capitalized terms used herein without definition
shall have the respective meanings assigned to such terms in the Reimbursement and Pledge
Agreement.



     This Compliance Certificate is being furnished to the Administrative Agent pursuant to Section
6.4(d) of the Credit Agreement. The undersigned officer of Parent and the undersigned officer of
Mont Re each hereby certifies to you as follows: the information furnished in the calculations
attached hereto was true and correct as of the last day of the fiscal period ended     
                 and
the undersigned officer of Parent and Mont Re each hereby certifies to that as of the date of this
certificate, there exists no Event of Default under any of the Loan Documents (as defined in the
Reimbursement and Pledge Agreements).



     IN WITNESS WHEREOF, each undersigned officer has executed this Compliance Certificate as of
the date first written above.



	 	 	 	 	 
	 	 	MONTPELIER RE HOLDINGS LTD.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MONTPELIER REINSURANCE LTD.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





C-1









 





Compliance Certificate Worksheet




for




MONTPELIER RE HOLDINGS LTD.

and

MONTPELIER REINSURANCE LTD.




       
        
      ___, 200_




	 	 	 	 	 
	1. Section 8.1 – Leveraged Ratio
	 	 	 	 
	 
	 	 	 	 
	A. Consolidated Debt of the Parent and its
Subsidiaries
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	B. Hedging Obligations
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	C. Consolidated Debt (Item A minus Item B)
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	D. Consolidated Net Worth
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	E. Item C plus Item D
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	F. Ratio of Item C to Item E
	 	 	 	%
	 
	 	 	 
	 
	 	 	 	 
	Item 1 is not permitted to exceed 30%.
	 	 	 	 
	 
	 	 	 	 
	2. Section 8.2 – A.M. Best Rating
	 	 	 	 
	 
	 	 	 	 
	A.M. Best Rating of Mont Re
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	A.M. Best Rating is not permitted to fall below the rating of “B++”.
	 
	 	 	 	 
	3. Section 8.3 – Mont Re Net Worth
	 	 	 	 
	 
	 	 	 	 
	A. Mont Re Net Worth as of Statement Date
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	B. 50% of Mont Re Consolidated Net Income for each full
fiscal quarter ending after March 31, 2007 (no reduction for
losses):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	C. 50% of increases in Mont Re’s shareholders’ equity after
March 31, 2007 from issuance and sale of Capital Stock:
	 	$	 	 
	 
	 	 	 





C-2









 







	 	 	 	 	 
	D. Minimum required Mont Re Net Worth
(Lines III.B +III.C plus $1,300,000,000):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	E. Excess
(deficient) for covenant compliance (Item A – D):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. Schedule 5.13 to the Credit Agreements is hereby replaced with Schedule 5.13 attached hereto.

	 	 	 	 




 



C-3









 








SCHEDULE 5.13




SUBSIDIARIES AND

OTHER EQUITY INVESTMENTS




[TO BE UPDATED]





	 	 	 	 	 	 	 	 	 
	Name
of
	 	 	 	Insurance	 	Material	 	 
	Subsidiary
	 	Jurisdiction	 	Subsidiary	 	Party	 	Ownership
	Montpelier
Reinsurance Ltd.

	 	Bermuda
	 	Yes
	 	Yes
	 	100% owned by
Montpelier Re
Holdings Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier
Marketing Services
(UK) Limited

	 	United Kingdom
	 	No
	 	No
	 	100% owned by
Montpelier
Reinsurance Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier Agency
Ltd.

	 	Bermuda
	 	No
	 	No
	 	100% owned by
Montpelier
Reinsurance Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier Capital
Advisors Ltd.

	 	Bermuda
	 	No
	 	No
	 	100% owned by
Montpelier Re
Holdings Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier Re U.S.
Holdings Ltd.

	 	Delaware
	 	No
	 	No
	 	100% owned by
Montpelier Re
Holdings Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier
Technical Resources
Ltd.

	 	Delaware
	 	No
	 	No
	 	100% owned by
Montpelier Re U.S.
Holdings Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier
Underwriting Inc.

	 	Delaware
	 	No
	 	No
	 	100% owned by
Montpelier Re U.S.
Holdings Ltd.






	 	 	 	 	 
	Name of Investment Entity	 	Jurisdiction	 	Ownership
	Blue Ocean Holdings Re Ltd.
	 	Bermuda	 	43%
	 
	 	 	 	 
	MRH Capital Trust I
	 	Delaware	 	100% of common securities

 owned by
Montpelier Re

Holdings Ltd.
	 
	 	 	 	 
	MRH Capital Trust II
	 	Delaware	 	100% of common securities

owned by Montpelier Re

Holdings Ltd.






C-4









 






EXHIBIT D




FORM OF SEVERAL LETTER OF CREDIT




Date:    
             
   




[IRREVOCABLE DOCUMENTARY CREDIT NO. 
            
              
           
  ]




[Beneficiary]

[Address]




Ladies and Gentlemen:




     We, the issuing banks listed below (hereinafter referred to individually as a “Letter of
Credit Bank,” and collectively, the “Letter of Credit Banks”), hereby establish in your
favor for the account of Montpelier Reinsurance Ltd. this clean Irrevocable Letter of Credit No.
                  
 in the amount up to but not exceeding the Letter of Credit Commitment (as defined
below).



     This Letter of Credit is not subject to any condition or qualifications not set forth herein.



     The maximum liability of each Letter of Credit Bank with respect to any demand for payment
made hereunder shall be its Commitment Share of the amount of such demand for payment, as follows:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	MAXIMUM SHARE OF
	 	 	COMMITMENT	 	 	LETTER OF CREDIT
	LETTER OF CREDIT BANK	 	SHARE	 	 	COMMITMENT
	[Lender]
	 	 	 	%	 	U.S.$
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	[Lender]
	 	 	 	%	 	U.S.$
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	[Lender]
	 	 	 	%	 	U.S.$
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	     TOTAL

	 	 	100	%	 	U.S.$






     The obligations of the Letter of Credit Banks hereunder are several and not joint, and no
Letter of Credit Bank shall be responsible or otherwise liable for the failure of any other Letter
of Credit Bank to perform its obligations hereunder, nor shall the failure of any Letter of Credit
Bank to perform its obligations under this Letter of Credit relieve any other Letter of Credit Bank
of its obligations hereunder.



D-1









 





          Each drawing honored by the Letter of Credit Banks shall reduce the Letter of Credit Amount
pro tanto.




     Subject to the further provisions of this Letter of Credit, demands for payment may be made by
you on or prior to the Expiration Date (as defined below) from time to time hereunder by
presentation to Bank of America, N.A., as agent (in such capacity, the “Letter of Credit
Agent”) of a draft signed by a person purporting to be your authorized officer. Such draft may
be in the form of a writing or in the form of a telex or other writing transmitted by any
telecommunication facility (in which case a signed copy shall thereafter be promptly sent to the
Letter of Credit Agent). Such draft shall be dated the date of presentation and shall be presented
at the Letter of Credit Agent’s office located at One Fleet Way, Scranton, PA 18507, or via
facsimile in accordance herewith.



     We the Letter of Credit Banks listed herein hereby agree that all demands for payment
hereunder made in compliance with the terms of this Letter of Credit will be duly honored by us
upon delivery of the draft as specified above and if presented at the Letter of Credit Agent’s
aforesaid office on or before the Expiration Date hereof. Demand for payment may be made by you
under this Letter of Credit at any time during the Letter of Credit Agent’s business hours at its
aforesaid address at One Fleet Way, Scranton, PA 18507, or via facsimile in accordance herewith on
a Business Day (as hereinafter defined). Each drawing under this Letter of Credit shall be
remitted to you in accordance with your instructions. The obligation of the Letter of Credit Banks
to honor demands for payment is not contingent upon reimbursement with respect thereto.



     As used in this Letter of Credit:



     (a) “Business Day” means any day other than a Saturday, a Sunday and any day on which
banking institutions in Chicago, Illinois are authorized by law to close.



     (b) “Letter of Credit Commitment” means $                    .



     Only you may make a drawing under this Letter of Credit. Upon payment to you of its
Commitment Share of the Letter of Credit Commitment specified in a demand presented hereunder, a
Letter of Credit Bank shall be fully discharged of its obligation under this Letter of Credit to
the extent of its Commitment Share of such demand and such Letter of Credit Bank shall not
thereafter be obligated to make any further payments under this Letter of Credit in respect of such
demand.



     The term “you” as used herein includes any successor to you by operation of law. If a court
of law appoints a successor in interest to you, then the term “you” includes, and, if the Letter of
Credit Agent has written notice thereof, is limited to, the court-appointed domiciliary receiver
(including conservator, rehabilitator or liquidator).



     This Letter of Credit shall expire on the earlier of (i) 5:00 p.m. (Chicago time) on
                
    , 200___ (or if such day shall not be a Business Day,
the preceding Business Day)[;



D-2









 







provided, however, that such date (or any extended date)
shall be extended for one year unless
at least 30 days prior to such date (or such extended date) the Letter of Credit Agent has given
you prior written notice of such expiration at your address above or at such address as you may
have provided us with prior notice thereof] (such date, as so extended, shall be called the
“Expiration Date”). No drawing may be made by you after the Expiration Date. Provided
that we are not in default with respect to our obligations under this Letter of Credit, you shall
surrender this Letter of Credit to the Letter of Credit Agent promptly following our request
therefor on or after the Expiration Date.



     This Letter of Credit
is not assignable or transferable. This Letter of Credit is subject to
and governed by the law(s) of the State of New York, and the International Standby Practices 98
(ISP98) (International Chamber of Commerce Publication No. 590), except that, if the Letter of
Credit Agent is closed for reasons described in Article 3.14, thereof, the Letter of Credit Agent
hereby agrees to effect payment, if this Letter of Credit is drawn against otherwise in compliance
with the terms and conditions hereof, within thirty (30) days after the resumption of business. In
the event of any conflict, the laws of the State of New York will control.



     All drafts presented to us in connection with any demand for payment hereunder, as well as all
notices and other communications to us in respect of this Letter of Credit, shall be in writing and
addressed and presented to the Letter of Credit Agent at One Fleet Way, Scranton, PA 18507, or via
facsimile in accordance herewith (570) 330- 4187, Attention: Letter of Credit Department, and
shall make specific reference to the Letter of Credit Agent’s Letter of Credit number for this
Letter of Credit. Such documents, notices and other communications shall be personally delivered
to the Letter of Credit Agent, or may be sent to us by facsimile transmission, promptly confirmed
by delivery of the written document, notice or other communication, as the case may be, at (570)
330- 4187.



     This Letter of Credit may be amended to delete a Letter of Credit Bank or add a Letter of
Credit Bank, or change Commitment Shares, provided that such amendment does not decrease the Letter
of Credit Commitment, and need only be signed by the Letter of Credit Agent so long as any Letter
of Credit Bank added shall be approved by the Securities Valuation Office of the National
Association of Insurance Commissioners and shall have a rating of “A3” or better from Moody’s
and/or “A” or better from Standard and Poor’s, and/or “A-” or better from Fitch.



D-3









 





     If you require any assistance or have any questions regarding this transaction, please call
(570) 330-4214.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	BANK OF AMERICA, NATIONAL
ASSOCIATION, 

Letter of Credit Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






D-4









 





SCHEDULE 1.1




COMMITMENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment
	Lender	 	Commitment	 	Percentage
	Bank of America, N.A.
	 	$	7,833,333.34	 	 	 	15.666666668	%
	HSBC Bank (USA), National Association
	 	$	7,833,333.33	 	 	 	15.666666664	%
	ING Bank N.V., London Branch
	 	$	7,500,000.00	 	 	 	15.000000000	%
	Credit Suisse, Cayman Islands Branch
	 	$	7,000,000.00	 	 	 	14.000000000	%
	The Bank of New York
	 	$	7,000,000.00	 	 	 	14.000000000	%
	Lehman Brothers Bank, FSB
	 	$	7,000,000.00	 	 	 	14.000000000	%
	Deutsche Bank AG, New York Branch
	 	$	5,833,333.33	 	 	 	11.666666668	%
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	$	50,000,000	 	 	 	100	%
	 
	 	 	 	 	 	 






Sch. 1.1




 









 








SCHEDULE 5.6




LITIGATION




NONE




Sch. 5.6




 









 








SCHEDULE 5.13




SUBSIDIARIES AND

OTHER EQUITY INVESTMENTS




	 	 	 	 	 	 	 	 	 
	Name of	 	 	 	Insurance	 	Material	 	 
	Subsidiary	 	Jurisdiction	 	Subsidiary	 	Party	 	Ownership
	Montpelier
Reinsurance Ltd.

	 	Bermuda
	 	Yes
	 	Yes
	 	100% owned by
Montpelier Re
Holdings Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier
Marketing Services
(UK) Limited

	 	United Kingdom
	 	No
	 	No
	 	100% owned by
Montpelier
Reinsurance Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier Agency
Ltd.

	 	Bermuda
	 	No
	 	No
	 	100% owned by
Montpelier
Reinsurance Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier Capital
Advisors Ltd.

	 	Bermuda
	 	No
	 	No
	 	100% owned by
Montpelier Re
Holdings Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier Re U.S.
Holdings Ltd.

	 	Delaware
	 	No
	 	No
	 	100% owned by
Montpelier Re
Holdings Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier
Technical Resources
Ltd.

	 	Delaware
	 	No
	 	No
	 	100% owned by
Montpelier Re U.S.
Holdings Ltd.
	 
	 	 	 	 	 	 	 	 
	Montpelier
Underwriting Inc.

	 	Delaware
	 	No
	 	No
	 	100% owned by
Montpelier Re U.S.
Holdings Ltd.






	 	 	 	 	 	 	 
	Name of Investment Entity	 	Jurisdiction	 	 	Ownership
	Blue Ocean Holdings Re Ltd.

	 	Bermuda
	 	 	43%	 
	 
	 	 	 	 	 	 
	MRH Capital Trust I

	 	Delaware
	 	 	100% of common securities
owned by Montpelier Re
Holdings Ltd.

	 
	 	 	 	 	 	 
	MRH Capital Trust II

	 	Delaware
	 	 	100% of common securities
owned by Montpelier Re
Holdings Ltd.







Sch. 5.13




 









 








SCHEDULE 14.6




ADMINISTRATIVE AGENT’S OFFICE;




CERTAIN ADDRESSES FOR NOTICES




MONT RE AND PARENT:




MONTPELIER REINSURANCE LTD.

94 Pitts Bay Road

Hamilton, Bermuda HM HX

Attention: William Pollett

Telephone: (441) 297-9576

Facsimile: (441) 296-5551

E-Mail: Bill.Pollett@montpelierre.bm




with a

copy to: Jonathan Kim

General Counsel

Telephone: (441) 297-9595

Facsimile: (441) 296-5551

E-Mail: jonathan.kim@montpelierre.bm




www.montpelierre.bm




ADMINISTRATIVE AGENT:




Administrative Agent’s Office




(for payments and Requests for Credit Extensions):




Bank of America N.A.

Credit Services West

Building B

2001 Clayton Road

Mail Code: CA4-702-02-25

Concord, CA 94520-2405

Attention: Shashanna Kratz

Telephone: (925) 675-8439

Facsimile: (888) 861-2999

E-Mail: shashanna.a.kratz@bankofamerica.com




Sch.14.6-1




 









 








For US Dollars:




Bank of America, N. A.




New York, NY

ABA# 026 009 593




Credit
A/C#: 375 083 6479




Attn: Credit Services #




Ref: Montpelier Reinsurance Ltd.




(for other notices to the Administrative Agent):




Bank of America, N.A.

335 Madison Avenue, 4th Floor

New York, NY 10017

Mail Code: NY1-503-04-03

Attention: Don B. Pinzon

Telephone: 212.503.8326

Facsimile: 212.901.7843

E-Mail:  don.b.pinzon@bankofamerica.com 




FRONTING BANK AND LC ADMINISTRATOR:




(Bank of America)




(for payments and Requests for Letters of Credit)




Bank of America N.A.

Trade Services

1 Fleet Way

Mail Code: PA6-580-02-30

Scranton, PA 18507

Attention: Garrett J. Nash

Telephone: (570) 330-4213

Facsimile: (570) 330-4350

E-Mail: garrett.j.nash@bankofamerica.com




Payments:

Bank of America, N.A.

New York, New York

ABA #026 009 593

Credit A/C# 04535-883980

Acct. Name: Standby Unit – Scranton Office

Ref: Montpelier Reinsurance ltd.




Sch. 14.6-2





 









 








LENDERS:




BANK OF AMERICA, N.A.

231 S. LaSalle Street, 10th Floor

Chicago, Illinois 60697

Attention: Debra Basler

Telephone: (312) 828-3734

Facsimile: (312) 828-3600

E-Mail: debra.basler@bankofamerica.com




HSBC BANK USA, NATIONAL ASSOCIATION

452 Fifth Avenue

New York, New York 10018

Attention: Anthony C. Valencourt, Managing Director.

Telephone: (212) 525-2579

Facsimile: (212) 525-2573

E-Mail: anthony.c.valencourt@us.hsbc.com




CREDIT SUISSE, CAYMAN ISLAND BRANCH

Eleven Madison Avenue

New York, New York 10010

Attention: Jay Chall

Telephone: (212) 325-9010

Facsimile: (212) 743-1843

E-Mail: jay.chall@credit-suiss.com




ING BANK N.V., LONDON BRANCH

60 London Wall

London, England

EC2M 5TQ

Attention: Nick Marchant, Director

Telephone: 207 767 5902

Facsimile: 207 767 7507

E-Mail: nick.marchant@uk.ing.com




THE BANK OF NEW YORK

Insurance Division

One Wall Street, 17th Floor

New York, New York 12086

Attention: Sreecaran Ganesan

Telephone: (212) 635-4566

Facsimile: (212) 809-9520

E-Mail: sganesan@bankofny.com




Sch. 14.6-3




 









 








DEUTSCHE BANK AG, NEW YORK BRANCH

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Attention: Michael Campites

Telephone: (212) 250-8429

Facsimile: (212) 797-0270

E-Mail: michael.campites@db.com




LEHMAN BROTHERS BANK, FSB

High Grade Loan Portfolio Group

745 7th Avenue, 5th Floor

New York, NY 10019

Attention: Janine Shugan

Telephone: (212) 526-8625

Facsimile: (917) 522-0139

E-Mail: jshugan@lehman.com




Sch. 14.6-4