EXECUTION VERSION
	 

	 
		 
	 

	 
		LETTER OF CREDIT
		AGREEMENT
	 

	 
		LETTER OF CREDIT FACILITY
		AGREEMENT, (this
		“Agreement”) dated this 6th day of June, 2007.
	 

	 
		BETWEEN:
	 

	 
			
				
				  (1)
				

			 	
				
				  GREENLIGHT
				  REINSURANCE, LTD., a
				  company incorporated under the laws of the Cayman Islands (the
				  “Applicant”); and 
				

			 

 

	 
			
				
				  (2)
				

			 	
				
				  BANK AUSTRIA CAYMAN
				  ISLANDS LTD., a company
				  incorporated under the laws of the Cayman Islands (the “Issuer”).
				

			 

 

	 
		WHEREAS:
	 

	 
			
				
				  (A)
				

			 	
				
				  Concurrently with this
				  Agreement, the Applicant and the Issuer are entering into a security agreement
				  (the “Security
				  Agreement”) to secure
				  any outstanding indebtedness of the Applicant under any Letter of Credit (as
				  defined below).
				

			 

 

	 
			
				
				  (B)
				

			 	
				
				  Concurrently with this
				  Agreement, the Applicant, the Issuer and Goldman, Sachs & Co., a company
				  organized under the laws of New York (the “Securities Intermediary”), are entering into a securities account control
				  agreement (the “Control Agreement” and, together with this Agreement and the
				  Security Agreement, the “Finance Documents”), establishing the Issuer’s control of,
				  among other things, the Account and all Account Property (each as defined in
				  the Control Agreement, together, the “Collateral”) in order to perfect the security interest
				  granted to the Applicant in the Security Agreement.
				

			 

 

	 
			
				
				  (C)
				

			 	
				
				  The Applicant may from
				  time to time request the Issuer to issue, or cause to be issued on behalf of
				  the Issuer, Letters of Credit.
				

			 

 

	 
			
				
				  (D)
				

			 	
				
				  The parties hereto wish
				  to specify the reimbursement terms that would be applicable to any such Letter
				  of Credit issued during the period from the date hereof until the Termination
				  Date (as defined below and as extended from time to time).
				

			 

 

	 
		NOW
		THEREFORE the parties
		hereto hereby agree as follows:
	 

	 
		Section 1.
		DEFINITIONS
	 

	 
		The following terms, as used
		herein, have the following meanings:
	 

	 
		“Affiliate” of a person means any other person that directly,
		or indirectly through one or more intermediaries, Controls or is Controlled by
		or is under common control with that person.
	 

	 
		“Base Rate” means, for any day, 1⁄2 of 1% in excess of
		the Federal Funds Rate for such day.
	 

	 
		“Business Day” means any day that is not a Saturday, Sunday or
		legal holiday in the State of New York or the Cayman Islands nor a day on which
		banking institutions chartered in the United States are legally authorized to
		close.
	 

	 
		“Control” a person is deemed to control any other person if
		it has the ability to direct the management or policies, or cause the
		dissolution, merger, consolidation, sale of assets or change in control, of
		such person (and “Controlled” shall be construed accordingly).

	 

	 
		“Debt” means all obligations of the Applicant to repay
		money or to pay the deferred purchase price of assets or services, all
		indebtedness evidenced by notes, bonds, debentures or similar obligations, all
		obligations (whether or not contingent) in respect of letters of credit, and
		all guarantees of obligations of others of the foregoing types; provided that,
		notwithstanding anything to the contrary contained herein, Debt shall not
		include (x) contingent 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		liabilities arising out of
		endorsements of checks and other negotiable instruments for deposit or
		collection in the ordinary course of business or, (y) unsecured current
		liabilities (including trade or other accounts payable) incurred in the
		ordinary course of business with a due date that is not more than 90 days after
		the date such indebtedness is originally incurred, other than liabilities that
		are for money borrowed or are evidenced by bonds, debentures, notes or other
		similar instruments (except as described in clause (x) above) or (z) any
		obligations under any reinsurance agreement or primary policy issued by the
		Applicant.
	 

	 
		“Default” means any event or condition which with the
		giving of notice or the lapse of time or both would, unless cured or waived,
		become an Event of Default.
	 

	 
		“Event of Default” means any of the events specified in
		Section 11.
	 

	 
		“Federal Funds Rate” means, for any day, the rate set
		forth in the Federal Funds Statistical release designated as H.15(519), or any
		successor publication, published by the Federal Reserve Bank of New York
		(including any such successor, “H.15(519)”) on the preceding Business
		Day opposite the caption “Federal funds (effective)”; or, if for any
		relevant day such rate is not so published on any such preceding Business Day,
		the rate for such day will be the arithmetic mean (as determined by the Issuer)
		of the rates for the last transaction in overnight Federal funds arranged prior
		to 9:00 a.m. (New York City time) on that day quoted to the Issuer by three
		leading brokers of Federal funds transactions in New York City selected by the
		Issuer.
	 

	 
		“Letter of Credit” means any standby letter of credit
		substantially in the form of Exhibit B, issued pursuant to this Agreement by
		the Issuer or by Bayerische Hypo-und Vereinsbank AG, New York Branch
		(“HVB”) on behalf of the Issuer for the
		account and at the request of the Applicant during the period from the date
		hereof to the Termination Date (as extended from time to time). 
	 

	 
		“Outstanding Indebtedness” means all monies, obligations and
		liabilities whatsoever, whether for principal, interest or otherwise, in
		whatever currency, which may now or at any time in the future be due, owing or
		incurred by the Applicant to the Issuer or HVB, whether actual or contingent
		and whether alone, severally or jointly as principal, guarantor, surety or
		otherwise and in whatever name or style and whether on any current or other
		account or in any other manner whatsoever under or pursuant to this Agreement
		and/or any other Finance Documents, including (without limitation) any Drawdown
		Reimbursement Obligations (as defined below). For the avoidance of doubt
		Outstanding Indebtedness shall be considered Secured Obligations as defined in
		the Security Agreement. 
	 

	 
		“Responsible Officer” means any director or other
		authorized representative of the Applicant as set out in the account opening
		documentation completed by the Applicant for the Issuer and which may from time
		to time be amended.
	 

	 
		“Stated Amount” means, at any time, the maximum amount available
		at such time to be drawn under any issued and outstanding Letter of
		Credit.
	 

	 
		“Subsidiary” means, with respect to any person (herein
		referred to as the “parent”), any corporation, partnership,
		association or other business entity of which securities or other ownership
		interests representing more than 50% of the equity or more than 50% of the
		ordinary voting power or more than 50% of the general partnership interests
		are, at the time any determination is being made, directly or indirectly owned,
		Controlled or held by such person or by such person and one or more other
		Subsidiaries of such person. Unless otherwise specified herein, the term
		“Subsidiary” shall be a reference to a Subsidiary of the
		Applicant.
	 

	 
		“Termination Date” means June 6th, 2008, which
		Termination Date shall be automatically extended by 364 days beyond the then
		effective Termination Date unless (i) a Default or Event of Default has
		occurred and is continuing or (ii) the Issuer or the Applicant delivers a
		written notice of termination to the other party at least 30 days prior to the
		then effective Termination Date.
	 

	 
		 
	 

	 
		 
	 

	 
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		Section 2. TERMS AND AMOUNT
		OF LETTER OF CREDIT.
	 

	 
		At the request of the
		Applicant, the Issuer shall from time to time, on any Business Day during the
		period from and including the date hereof to but excluding the Termination
		Date, cause HVB to issue Letters of Credit, provided that the Applicant has
		satisfied at such time all of the conditions to issuance thereof set forth in
		clauses 2(a) through (d) below. The Applicant may request that a Letter of
		Credit be issued by completing, executing and delivering to the Issuer an
		application therefor substantially in the form of Exhibit A hereto (the
		“Application”); provided that on the date of receipt of such
		request and the date of issuance of the related Letter of Credit (a) the
		representations and warranties set forth in Section 5 (Representations and
		Warranties) are true and correct in all material respects; (b) no Default or
		Event of Default shall have occurred and be continuing or will result from the
		issuance of the requested Letter of Credit, (c) the expiry date specified
		therein shall not be later than one year after the date on which such Letter of
		Credit is proposed to be issued (except as otherwise provided in such Letter of
		Credit), and (d) the Stated Amount of all Letters of Credit outstanding under
		this Agreement together with all unreimbursed amounts due hereunder shall not
		exceed US$ 25,000,000. To the extent of any inconsistency between the
		terms, conditions and provisions of this Agreement and the terms, conditions
		and provisions of the Application, the terms, conditions and provisions of this
		Agreement shall prevail.
	 

	 
		Notwithstanding anything herein
		to the contrary, the Applicant’s obligations under this Agreement shall
		not expire or be otherwise terminated until such time as all Outstanding
		Indebtedness has been paid in full. 
	 

	 
		Section 3. DRAWDOWN
		REIMBURSEMENT OBLIGATIONS.
	 

	 
		(a) In the case of any drawing
		made under a Letter of Credit, the Issuer shall promptly, and in any event no
		later than two (2) Business Days following the date of the related drawing,
		notify the Applicant of such drawing and upon receipt of such notification, the
		Applicant shall promptly, and in any event no later than two (2) Business Days
		following the date of such notification, reimburse the Issuer for the amount of
		the disbursement related to such drawing together with accrued interest
		thereon, if any, as provided herein (“Drawdown Reimbursement
		Obligations”). 
	 

	 
		(b) The unpaid amount of any
		Drawdown Reimbursement Obligations shall bear interest, from the date of the
		drawdown of the related Letter of Credit until the earlier of the Business Day
		that the Applicant reimburses the Issuer for the amount so drawn by 5:00p.m.
		(New York City time) or the date that the Issuer exercises its rights of offset
		under the Security Agreement, at a rate per annum (for actual days elapsed on
		the basis of a 360-day year) equal to the sum of the Base Rate and 2.5%;
		provided, however, that if any drawdown of a Letter of Credit is repaid by the
		Applicant in immediately available funds by no later than 5:00p.m. (New York
		City time) on the date that notice of such drawdown is received by the Issuer
		to the Applicant, no interest shall accrue and be payable in respect of any
		such drawing. 
	 

	 
		Section 4. LETTER OF CREDIT
		FEE.
	 

	 
		(a) Letter of Credit Fee. The Applicant will pay a non-refundable
		fee (“Letter of Credit Fee”) equal to 40 basis points (0.40%)
		per annum on the Stated Amount of each Letter of Credit issued and outstanding
		during the relevant period. This fee shall be computed on a daily basis for the
		period from the date of issuance of any Letter of Credit to the expiration date
		of such Letter of Credit, provided that for any partial year the Letter of
		Credit Fee shall be prorated on the basis of the number of days to expiry
		divided by a 360-day year. The Letter of Credit Fee is due and payable
		quarterly in arrears on the last Business Day of each of March, June, September
		and December, commencing in June 2007, through the Termination Date with the
		final payment to be made on the Termination Date.
	 

	 
		(b) Payments Net of Taxes. All payments under this Agreement will be
		payable to the Issuer free and clear of any and all present and future taxes,
		levies, imposts, duties, deductions, withholdings, fees, liabilities and
		similar charges other than those imposed on the overall net income of the
		Issuer (“Taxes”). If any Taxes are required to be withheld or
		deducted from any amount payable under this Agreement, then the amount payable
		under this Agreement will be increased to the amount which after deduction from
		such increased amount of all Taxes required to be withheld or deducted
		therefrom, will yield to the Issuer the amount stated to be payable under this
		Agreement. If any of the Taxes specified in this subsection (b) are paid by the
		Issuer, the Applicant 
	 

	 
		 
	 

	 
		 
	 

	 
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		will, upon demand of the
		Issuer, reimburse the Issuer for such payments, together with any interest and
		penalties which may be imposed by the governmental agency or taxing authority.
		A certificate as to the amount of such payment or liability setting forth in
		reasonable detail the basis for calculation of such amount delivered to the
		Applicant by the Issuer shall be conclusive absent manifest error. 
	 

	 
		(c) Change in Law. If the adoption after the date of issuance of any
		Letter of Credit hereunder of any applicable law, rule or regulation regarding
		capital adequacy, or any change therein, or any change in the interpretation or
		administration thereof by any governmental authority, central bank or
		comparable agency charged with the interpretation or administration thereof, or
		compliance by the Issuer with any such authority, central bank or other agency,
		has or would have the effect of reducing the rate of return on the
		Issuer’s capital as a consequence of its obligations under any Letter of
		Credit to a level below that which the Issuer could have achieved but for such
		adoption, change or compliance by an amount deemed by the Issuer to be
		material, the Applicant shall within ten days after demand by the Issuer pay to
		the Issuer, on written demand, such additional amount or amounts as will
		compensate the Issuer for such reduction with respect to any affected issued
		and outstanding Letter of Credit. Any additional costs in respect of any
		further Letter of Credit issued will be reflected in the quote offered by the
		Issuer upon application for a Letter of Credit by the Applicant.
	 

	 
		(d) Fees and Expenses. Except as provided in the next sentence,
		the Applicant will not be liable for any other charges and expenses legal
		and/or otherwise paid or incurred by the Issuer in connection with a Letter of
		Credit unless agreed to in advance by Applicant in writing. Notwithstanding the
		foregoing sentence, (i) the Applicant shall reimburse the Issuer for 50% of the
		reasonable legal fees paid by the Issuer (up to a maximum reimbursement amount
		of US$12,500) in connection with the preparation and negotiation of the Finance
		Documents, unless the aggregate amount of the Letter of Credit Fee paid to the
		Issuer by the Applicant during the period commencing on the date of this
		Agreement and ending on the earlier of eighteen (18) months from the date of
		this Agreement or the Termination Date is greater than US$25,000; and (ii) the
		Applicant shall reimburse the Issuer upon request for any reasonable
		out-of-pocket expenses, including reasonable fees and disbursements of legal
		counsel, incurred in connection with the maintenance or enforcement of the
		Finance Documents, the Collateral and any Letter of Credit, or any amendment or
		modification thereof.
	 

	 
		Section 5. REPRESENTATIONS
		AND WARRANTIES. The
		Applicant represents and warrants to Issuer as of the date hereof as
		follows:
	 

	 
		(a) Existence. The Applicant is a company duly organized, validly
		existing and in good standing under the laws of the Cayman Islands and is duly
		qualified to do business in each jurisdiction in which the ownership of its
		property or the nature of its business makes such qualification necessary and
		where the failure to so qualify will have a materially adverse effect on the
		financial condition of the Applicant and its ability to perform its obligations
		under this Agreement and has all powers and all material governmental licenses,
		authorizations, consents and approvals required to carry on its business as now
		conducted, except where the failure to do so would not have a material adverse
		effect on the financial condition of the Applicant or its ability to perform
		its obligations under this Agreement.
	 

	 
		(b) Power and Authority. The execution, delivery and performance
		by the Applicant of this Agreement are within the Applicant’s powers, have
		been duly authorized by all necessary action, do not contravene or constitute a
		default under any provision of applicable law or regulation or of any judgment,
		injunction, order or decree binding on the Applicant or its property, and do
		not result in or require the creation or imposition of any lien, security
		interest or other charge or encumbrance upon or with respect to any of its
		properties.
	 

	 
		(c) Approvals. To the best of the Applicant’s knowledge, no
		further approval, authorization, consent, order, notice to or filing or
		registration with any governmental authority or any public board or body (other
		than such as have been obtained and are in full force and effect) is legally
		required with respect to the entering into and performance by the Applicant of
		its obligations under this Agreement.
	 

	 
		(d) Enforceability. This Agreement and any related documents to which the
		Applicant is a party have been or will be duly executed and delivered and are,
		or upon execution will be, the valid and legally binding obligations of the
		Applicant, enforceable against the Applicant in accordance with their
		respective terms, except as such 
	 

	 
		 
	 

	 
		 
	 

	 
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		enforceability may be limited
		by bankruptcy, insolvency, reorganization, moratorium or other laws or
		equitable principles relating to or limiting creditors’ rights generally
		or the availability of equitable remedies.
	 

	 
		(e) Financial Statements. The financial statements of the Applicant
		delivered to the Issuer fairly present the financial condition of the Applicant
		as of the date thereof and the results of operations for the periods indicated.
		Since the date of the most recent financial statement, there has been no
		material adverse change in the financial condition or operations of the
		Applicant not disclosed in such information and no event has occurred which
		materially and adversely affects the business operations, assets or financial
		condition of the Applicant.
	 

	 
		(f) No Breach. The consummation of the transactions contemplated
		hereby and the execution, delivery and performance of this Agreement will not
		violate or constitute or result in a material breach of or a default under any
		mortgage, deed of trust, lease, loan or security agreement, corporate charter,
		articles, or bylaws, as applicable, or any other instrument to which the
		Applicant is a party or by which it may be bound or affected.
	 

	 
		(g) Pending Action. There is no action, suit or proceeding
		pending against, or to the Applicant’s knowledge, threatened against the
		Applicant or any of its Subsidiaries before any court or arbitrator or any
		governmental body, agency or official which, if adversely determined, would
		have a material adverse effect (actual or prospective) on the Applicant’s
		business, properties or financial position or which seeks to terminate or calls
		into question the validity or enforceability of this Agreement. 
	 

	 
		The Applicant shall be deemed
		to represent to the Issuer that all representations and warranties of the
		Applicant under the Finance Documents are true and correct in all material
		respects as of the date of each request by the Applicant to the Issuer for the
		issuance of a Letter of Credit (unless any representation or warranty of the
		Applicant is expressed to be given at a specific date, in which case the
		Applicant shall be deemed to represent that any such representation or warranty
		is true and correct in all material respects as of such specific date).
	 

	 
		Section 6. OBLIGATIONS
		ABSOLUTE
	 

	 
		Except as hereinafter provided,
		the obligations of the Applicant under this Agreement shall be absolute,
		unconditional and irrevocable and shall be paid and performed strictly in
		accordance with the terms of this Agreement under all circumstances whatsoever,
		including, without limitation, the following circumstances:
	 

	 
		(a) Any lack of validity or
		enforceability of any Letter of Credit except if such lack of validity or
		enforceability shall be the result of any action or omission of the
		Issuer;
	 

	 
		(b) Any amendment or waiver of,
		or any consent to this Agreement;
	 

	 
		(c) The existence of any claim,
		set-off, defense or other rights which the Applicant may have at any time
		against the Beneficiary (as defined in Exhibit B) or any transferee of a Letter
		of Credit (or any person for whom the Beneficiary or any such transferee may be
		acting), the Issuer or any other Person, whether in connection with this
		Agreement, or any unrelated transaction; provided that nothing in this Section
		6 shall prevent the assertion of any such claim by separate suit or
		counterclaim;
	 

	 
		(d) Any statement in any
		certificate or any other document presented to the Issuer under any Letter of
		Credit proving to be forged, fraudulent or invalid in any respect or any
		statement therein being untrue or inaccurate in any respect whatsoever;
	 

	 
		(e) Payment by the Issuer under
		any Letter of Credit against presentation of a draft or certificate does not
		strictly comply with the terms of such Letter of Credit except if such payment
		constitutes the gross negligence or willful misconduct of the Issuer;
	 

	 
		(f) Any notice of nonrenewal of
		a Letter of Credit sent by Issuer to the Beneficiary not being received on time
		or at any time by the Beneficiary;
	 

	 
		(g) Any other circumstance or
		happening whatsoever, whether or not similar to any of the foregoing, other
		than resulting from Issuer’s gross negligence or willful misconduct;
		or
	 

	 
		 
	 

	 
		 
	 

	 
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		(h) Any delay, extension of
		time, renewal, compromise or other indulgence agreed to by the Issuer, without
		notice to or approval of the Applicant in respect to any of the
		Applicant’s indebtedness to the Issuer under this Agreement.
	 

	 
		Section 7. COVENANTS
		
	 

	 
		By its execution and delivery
		of this Agreement, the Applicant covenants and agrees that for so long as any
		obligation under this Agreement or any Letter of Credit issued by the Issuer
		remains outstanding:
	 

	 
		(a) Annual Financial Statements. The Applicant will, upon written request
		by the Issuer, furnish to the Issuer as soon as possible, but in any case
		within 120 days (in the case of audited consolidated financial statements) or
		75 days (in the case of unaudited financial statements) after the end of each
		of its fiscal years, (i) consolidated financial statements of Greenlight
		Capital Reinsurance, Ltd. (including at least a balance sheet and a statement
		of income) for such fiscal year, prepared and audited by an independent
		certified public accountant in accordance with generally accepted United States
		accounting principles (“GAAP”) and (ii) unaudited consolidated financial
		statements of the Applicant (including at least a balance sheet and a statement
		of income) for such fiscal year prepared in accordance with GAAP and certified
		(subject to changes resulting from year end adjustments) by the chief financial
		officer of the Applicant;
	 

	 
		(b) Quarterly Financial
		Statements. The Applicant
		will, within a reasonable time after written request by the Issuer, furnish to
		the Issuer, as soon as possible but in any case within forty-five (45) days
		after the end of each of the Applicant’s fiscal quarters, unaudited
		consolidated financial statements (including at least a balance sheet and
		statement of income) for such fiscal quarter prepared in accordance with
		GAAP;
	 

	 
		(c) Information. The Applicant will, within a reasonable time after
		written request by the Issuer, furnish to the Issuer: (i) any financial or
		other information reasonably requested by the Issuer; and (ii) not more
		frequently than once in any calendar year, a certificate of the
		Applicant’s authorized representative, chief executive or financial
		officer or the Applicant’s independent public accountants, as specified by
		the Issuer, by written notice to the Applicant that, as of the date of such
		certificate, no Default or Event of Default has occurred and is then
		continuing; 
	 

	 
		(d) Notices to Issuer. The Applicant will notify the Issuer
		promptly, but in any event no later than two Business Days, after the Applicant
		becomes aware of (i) the occurrence of any Default or Event of Default; or (ii)
		any event, condition, situation or set of circumstances (including any in
		respect of a contract, lease, commitment, litigation, contingent liability, or
		employee benefit plan) which has, or may reasonably be expected to have, a
		material, adverse effect upon the Applicant’s financial condition or
		business operations, or its ability to perform its obligations under this
		Agreement, in the case of clause (i) or (ii), in writing setting forth the
		details of such occurrence;
	 

	 
		(e) Conduct of Business; Maintenance of
		Existence. The Applicant
		will (i) preserve, renew and keep in full force and effect its existence, and
		the rights, privileges and franchises necessary or desirable in the normal
		conduct of business, except where the failure to do so would not have a
		material adverse effect on the financial condition or business operations of
		the Applicant or its ability to perform its obligations under this Agreement;
		(ii) not make any change in its present method of conducting business that
		could have a material adverse effect on the financial condition or business
		operations of the Applicant or its ability to perform its obligations under
		this Agreement; and (iii) not change its name, close its offices at the address
		set forth in Section 14 or change its principal place of business without
		notice to Issuer thirty (30) days in advance thereof; 
	 

	 
		(f) Ranking of Obligations. The Applicant’s payment obligations hereunder
		shall at all times rank at least pari passu in terms of priority of payment with all other present
		and future unsecured payment obligations of the Applicant;
	 

	 
		(g) Compliance with Laws. The Applicant will comply, in all
		material respects, with all applicable laws, ordinances, rules, regulations,
		and requirements of governmental authorities except where the necessity of
		compliance therewith is contested in good faith by appropriate proceedings,
		provided, however, that the foregoing
	 

	 
		 
	 

	 
		 
	 

	 
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		shall not require compliance
		with any such law, ordinance, rule, regulation and/or requirement so long as
		failure to comply shall not have a material adverse effect on the financial
		condition of the Applicant and its ability to perform its obligations under
		this Agreement; 
	 

	 
		(h) Transactions with
		Affiliates: The Applicant
		will not enter into any transaction of any sort with any Affiliate without the
		approval of the Issuer; provided that the Applicant may, without the approval
		of the Issuer, enter into transactions with any Affiliate on terms which are
		commercially reasonable and no less favorable than would be obtained in a
		comparable arm’s length transaction with an unrelated third party;
		and
	 

	 
		(i) Restrictions on Merger, Sale of
		Asset. The Applicant will
		not enter into any merger, consolidation or amalgamation unless the Applicant
		shall be the continuing or surviving corporation following the consummation
		thereof. 
	 

	 
		Section 8. CONTINUING
		OBLIGATIONS.
	 

	 
		The respective obligations of
		the Applicant and the Issuer under this Agreement shall be irrevocable and
		binding upon each of them and their respective successors and assigns, except
		that the Applicant may not assign, transfer or delegate any of its rights or
		obligations under this Agreement without the prior written consent of the
		Issuer, such consent not to be unreasonably withheld.
	 

	 
		The Issuer may transfer any
		Letter of Credit to a different office or branch thereof, provided that (i) the
		Issuer shall have obtained the prior written consent of the Applicant to any
		such transfer (at all times other than during the existence of a Default or an
		Event of Default), which consent shall not be unreasonably withheld by the
		Applicant, and (ii) any such transfer shall not be objectionable to the
		Beneficiary of such Letter of Credit.
	 

	 
		Section 9. LIABILITY OF THE
		ISSUER.
	 

	 
		Neither the Issuer or HVB nor
		any of its employees, affiliates, agents, officers or directors shall be liable
		to the Applicant for: (a) the use which may be made by the Applicant or
		Beneficiary of a Letter of Credit or the proceeds of any drawing thereunder;
		(b) the validity, sufficiency or genuineness of any documents presented to the
		Issuer with respect to a drawing made under a Letter of Credit, provided,
		however, that such documents do not appear to be invalid, insufficient,
		fraudulent or forged on their face; or (c) any other circumstances resulting in
		the payment or nonpayment by the Issuer of any amounts drawn under a Letter of
		Credit, except in the case of the gross negligence, bad faith or willful
		misconduct of the Issuer or any of its employees.
	 

	 
		The Applicant agrees to
		indemnify the Issuer and HVB, and their respective affiliates, directors,
		officers, representatives and agents from and against all claims, liabilities,
		obligations, losses, damages, penalties, judgments, costs and expenses of any
		kind which may be imposed on, incurred by or asserted against any of them by
		any person in any way relating to or arising out of (x) this Agreement or any
		default under or breach of this Agreement or any other Finance Document by the
		Applicant; and (y) any action taken or omitted by the Applicant under this
		Agreement or any other Finance Document or any exercise or enforcement of
		rights or remedies under this Agreement or any other Finance Document; provided
		that the Applicant will not be liable to an indemnified party to the extent any
		liability results from that indemnified party’s gross negligence, bad
		faith or willful misconduct. Payment by an indemnified party will not be a
		condition precedent to the obligations of the Applicant under this indemnity.
		This Section 9 will survive any request for a Letter of Credit, the incurrence
		and repayment of any Outstanding Indebtedness, any novation, transfer or
		assignment and the termination of this Agreement.
	 

	 
		Section 10. MODIFICATION OF
		DRAFTS AND CREDITS.
	 

	 
		Any extension of maturity of a
		Letter of Credit, any increase in the Stated Amount of a Letter of Credit, or
		any other modification of the terms of a Letter of Credit or drafts drawn
		thereunder, shall be made only in a writing signed by the Applicant and the
		Issuer, and (except for increases in the Stated Amount) approved by the
		Beneficiary in each instance. This Agreement shall continue to be binding upon
		the Applicant and the Issuer with respect to such Letter of Credit or draft so
		extended, increased or otherwise modified and with respect to any action taken
		by the Issuer in accordance with such extension, increase or other
		modification.
	 

	 
		 
	 

	 
		 
	 

	 
		-7-
	 

	 
		 
	 



	 
	 

	 

	 
		Section 11. EVENTS OF
		DEFAULT
	 

	 
		The Issuer (x) shall cease to
		be under any further commitment to the Applicant and (y) may declare all
		Outstanding Indebtedness immediately due and payable if any of the following
		events (each an “Event
		of Default”) occur:
		
	 

	 
			
				
				  (a)
				

			 	
				
				  failure to pay on the
				  due date the Letter of Credit Fee in accordance with clause 4(a) of this
				  Agreement and continuance of such failure for a period of five (5) Business
				  Days following the Issuer’s notice thereof to the Applicant; 
				

			 

 

	 
			
				
				  (b)
				

			 	
				
				  failure to pay or
				  satisfy the Drawdown Reimbursement Obligations on the day any notification is
				  received by the Applicant from the Issuer of a drawing made under a Letter of
				  Credit and the continuance of such failure for a period of five (5) Business
				  Days;
				

			 

 

	 
			
				
				  (c)
				

			 	
				
				  the Applicant shall
				  fail to pay any other Outstanding Indebtedness (other than any payment
				  obligations referenced to in clauses 11(a) and (b) above) when and as due and
				  payable and such failure continues for a period of five (5) Business Days
				  following the date the Issuer gives notice thereof to the Applicant;
				

			 

 

	 
			
				
				  (d)
				

			 	
				
				  the Applicant does not
				  comply with Clause 4.1(b)(ii) of the Security Agreement and such non-compliance
				  continues for a period two (2) Business Days following the date the Issuer
				  gives notice thereof to the Applicant; 
				

			 

 

	 
			
				
				  (e)
				

			 	
				
				  the Aggregate Adjusted
				  Market Value (as defined in the Security Agreement) is an amount equal to or
				  less than the Stated Amount and such deficiency continues for a period of two
				  (2) Business Days following the date the Issuer gives notice thereof to the
				  Applicant; 
				

			 

 

	 
			
				
				  (f)
				

			 	
				
				  if the Applicant or any
				  one or more of its Subsidiaries (such that, regardless of the size of such
				  Subsidiary, the occurrence of any of the following could reasonably be expected
				  to have a material adverse effect on the Applicant) shall voluntarily or
				  involuntarily become the subject of any insolvency, bankruptcy, reorganization
				  or similar proceedings, or shall make an assignment for the benefit of its
				  creditors or if a trustee, receiver or custodian is appointed in respect of all
				  or a substantial part of the assets of the Applicant or any of its Subsidiaries
				  and in the case of an involuntary insolvency, bankruptcy, reorganization or
				  similar proceeding such proceeding remains undismissed, undischarged or
				  unstayed for a period of sixty (60) days; 
				

			 

 

	 
			
				
				  (g)
				

			 	
				
				  a representation or
				  warranty made or deemed to be repeated by the Applicant to the Issuer under any
				  of the Finance Documents, shall have been false or misleading in any material
				  respect as of the date such representation or warranty is made or deemed to be
				  repeated; 
				

			 

 

	 
			
				
				  (h)
				

			 	
				
				  any attachment,
				  execution or levy is made in respect of any part of the Collateral, the
				  Collateral becomes subject to any lien, charge, encumbrance or security
				  interest (other than any lien, charge, encumbrance or security interest created
				  pursuant to or permitted by this Agreement or any other Finance Document) or
				  the Issuer ceases for any reason to have a first priority perfected security
				  interest in any Collateral;
				

			 

 

	 
			
				
				  (i)
				

			 	
				
				  the Applicant shall
				  default in the payment when due (subject to any applicable grace period) of any
				  other Debt if (i) the effect of such default is to accelerate the maturity of
				  such indebtedness or obligation or to require the prepayment thereof or to
				  permit the holder or obligee thereof (or a trustee on behalf of such holder or
				  obligee) to cause any such Debt to become due prior to its stated maturity and
				  (ii) the aggregate amount of Debt of the Applicant which is accelerated or
				  becomes so 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 $500,000 or more; 
				

			 

 

	 
			
				
				  (l)
				

			 	
				
				  the Applicant does not
				  comply with any other term of this Agreement or any other Finance Document and
				  such non-compliance continues for a period of 10 Business Days following the
				  date the Issuer gives notice thereof to the Applicant or the date the Applicant
				  becoming aware of the non-compliance; and
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		-8-
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  (m)
				

			 	
				
				  one or more final and
				  non-appealable judgments or decrees is entered against the Applicant or any of
				  its Subsidiaries involving in the aggregate a liability (not fully paid or
				  covered by insurance) of $500,000 or more and all such judgments or decrees
				  shall not have been vacated, discharged or stated or bonded pending appeal
				  within sixty (60) days form the entry thereof.
				

			 

 

	 
		Section 12. GOVERNING LAW;
		JURISDICTION; APPOINTMENT OF AGENT; VENUE.
	 

	 
		This Agreement shall be
		governed by and construed in accordance with the laws of the Cayman Islands and
		the parties hereby submit to the non-exclusive jurisdiction of the courts of
		the Cayman Islands in respect of any dispute arising out of this Agreement.
		
	 

	 
		Section 13.
		NOTICES.
	 

	 
		Notices and demands hereunder
		shall be in writing and will be sufficient if delivered by email, hand,
		overnight courier service, with air charges prepaid, by first class mail
		postage prepaid, or by tested cable, or facsimile transmission, at the
		following addresses, or to such other address as the recipient shall have
		designated to the sender by written notice hereunder.
	 

	 
		If to the Applicant: 
	 

	 
		Greenlight Reinsurance,
		Ltd.
	 

	 
		The Grand Pavilion
	 

	 
		802 West Bay Road
	 

	 
		P.O. Box 31110
	 

	 
		Grand Cayman, KY1-1205
	 

	 
		Cayman Islands
	 

	 
		 
	 

	 
			
				
				  Attention:
				

			 	
				
				  Tim Courtis
				

			 
	
				
				  Telephone:
				

			 	
				
				  (345) 745-4573
				

			 
	
				
				  Fax:
				

			 	
				
				  (345) 745-4576
				

			 
	
				
				  Email: 
				

			 	
				
				  tim@greenlightre.ky
				

			 
	
				
				   
				

			 	
				
				  sherry@greenlightre.ky
				

			 
	
				
				   
				

			 	
				
				  greenlightre@greenlightre.ky
				

			 

 

	 
		If to the Issuer:
	 

	 
		Bank Austria Cayman Islands
		Ltd. 
	 

	 
		3rd Floor Whitehall
		House, 238 North Church Street
	 

	 
		P.O. Box 31362
	 

	 
		Grand Cayman, KY1-1206
	 

	 
		Cayman Islands
	 

	 
		 
	 

	 
			
				
				  Attention: 
				

			 	
				
				  Nic Corsetti / Marcus
				  Spain
				

			 
	
				
				  Telephone:
				

			 	
				
				  (345) 949-3800
				

			 
	
				
				  Fax:
				

			 	
				
				  (345) 949-2030
				

			 
	
				
				  Email: 
				

			 	
				
				  ncorsetti@baoffshore.com
				

			 
	
				
				   
				

			 	
				
				  mspain@baoffshore.com
				

			 
	
				
				   
				

			 	
				
				  info@baoffshore.com
				

			 

 

	 
		Section 14. AMENDMENTS AND
		WAIVERS
	 

	 
		This Agreement may only be
		amended by a written instrument, executed by each of the parties hereto. No
		waiver of any provision of this Agreement nor consent to any departure by the
		Applicant therefrom shall in any event be effective unless the same shall be in
		writing and signed by the Issuer, and then such waiver or consent shall be
		effective only in the specific instance and for the specific purpose for which
		given.
	 

	 
		 
	 

	 
		 
	 

	 
		-9-
	 

	 
		 
	 



	 
	 

	 

	 
		Section 15. NO WAIVER;
		REMEDIES
	 

	 
		No failure on the part of the
		Issuer to exercise, and no delay in exercising, any right hereunder shall
		operate as a waiver thereof; nor shall any single or partial exercise of any
		right hereunder preclude any other further exercise thereof or the exercise of
		any other right. The remedies herein provided are cumulative and not exclusive
		of any remedies provided by law or in equity.
	 

	 
		Section 16.
		SEVERABILITY. 
	 

	 
		Any provision of this Agreement
		which is prohibited or unenforceable in any jurisdiction shall, as to such
		jurisdiction, be deemed severed herefrom and ineffective to the extent of such
		prohibition or unenforceability without invalidating the remaining provisions
		hereof or affecting the validity, enforceability or legality of such provision
		in any other jurisdiction. If under any relevant law any of the requirements,
		occurrences, circumstances, Events of Default or other matters referred to
		herein are not applicable as described, there shall be deemed to have been
		substituted therefor a reference to the requirements, occurrences,
		circumstances, Events of Default or other matters which under the relevant law
		is analogous thereto or most closely corresponds thereto.
	 

	 
		Section 17. ENTIRE
		AGREEMENT. 
	 

	 
		This Agreement (including the
		exhibits hereto) constitutes the entire agreement between the parties
		pertaining to the subject matter hereof and supersedes all prior and
		contemporaneous agreements, representations, and understandings of the parties
		relating to the subject matter hereof, whether written or oral. No course of
		prior dealing among the parties hereto, no usage of the trade, nor oral or
		written representations of any kind and no parol evidence of any nature shall
		be used or relevant to supplement, explain or modify any terms used
		herein.
	 

	 
		Section 18. COUNTERPARTS.
		
	 

	 
		This Agreement may be signed in
		any number of counterparts, each of which shall be an original with the same
		effect as if the signatures thereto and hereto were upon the same
		instrument.
	 

	 
		Section 19. FURTHER
		ASSURANCES. 
	 

	 
		The Applicant agrees to take
		such actions and to execute and deliver any additional documents that may be
		reasonably necessary to carry out the provisions of this Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		-10-
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS
		WHEREOF, the parties
		hereto have executed this Agreement as of the date first written above.
	 

	 
		 
	 

	 
			
				
				  GREENLIGHT
				  REINSURANCE, LTD.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: 
				

			 	
				
				  /s/ Tim Courtis
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  Name: 
				

			 	
				
				  Tim Courtis
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Title: 
				

			 	
				
				  Chief Financial Officer
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  By: 
				

			 	
				
				  /s/ Leonard Goldberg
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  Name: 
				

			 	
				
				  Leonard Goldberg
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Title: 
				

			 	
				
				  Chief Executive Officer
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  BANK AUSTRIA CAYMAN
				  ISLANDS LTD.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: 
				

			 	
				
				  /s/ Nicola Corsetti
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  Name: 
				

			 	
				
				  Nicola Corsetti
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Title: 
				

			 	
				
				  Deputy Managing Director
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  By: 
				

			 	
				
				  /s/ Marcus Spain
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  Name: 
				

			 	
				
				  Marcus Spain
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Title: 
				

			 	
				
				  VP, Chief Financial Officer
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		-11-
	 



	 
	 

	 

	 
		EXHIBIT A
	 

	 
		Draft Form of Application
		for Standby Letter of Credit
	 

	 
		BANK AUSTRIA
	 

	 
		CAYMAN ISLANDS
	 

	 
		APPLICATION FOR STANDBY LETTER OF
		CREDIT
	 

	 
		 
	 

	 
				

				
				  Paying Bank: 
				

				
				   
				

				
				  

				

			 	

				
				  Letter of Credit Reference No.
				  _________________
				

			 
		

				
				   
				

			 	

				
				   
				

			 
		

				
				  Advising Bank (Name and
				  Address):
				

				
				  Bank Austria Cayman Islands Ltd.
				  
 Whitehall House, 3rd Floor 

				  238 North Church Street, Grand Cayman
				

			 	
				
				  Applicant:
				

				
				  Greenlight Reinsurance, Ltd.
				

				
				  The Grand Pavilion
				

				
				  802 West Bay Road
				

				
				  P.O. Box 31110
				

				
				  Grand Cayman, Cayman Islands
				

			 
		

				
				  Beneficiary (Name and
				  Address)
				

				
				   
				

			 	

				
				  Amount (In specific currency):
				  
				

				
				  USD 
				

				
				   
				

			 
	
		

				
				   
				

			 	

				
				  Expiry Date and Place:
				

				
				  [•], 200x 

				

			 

 

	 
		This Application is for the issuance of a
		standby letter of credit under and subject to the terms and conditions of the
		Letter of Credit Agreement dated June 6th, 2007 (the
		“Letter of Credit
		Agreement”) between Bank
		Austria Cayman Islands Ltd. and Applicant.
	 

	 
		____________________________________________________________________________________

	 

	 
		Subject to the following terms and
		conditions, please issue your irrevocable Letter of Credit (hereinafter called
		the “Credit”) to be available by the beneficiary’s
		draft(s):
	 

	 
		Drawn at sight on:
	 

	 
		 
	 

	 
			
				
				  x
				

			 	
				
				  Bayerische Hypo- und Vereinsbank
				  AG, New York Branch, 150 East 42nd Street, New York, NY 10017
				

			 

 

	 
			
				
				  o
				

			 	
				
				  ____
				

			 

 

	 
			
				
				   
				

			 	
				
				  (Name and Address of Paying Bank,
				  if any)
				

			 

 

	 
		Accompanied by Beneficiary’s written
		statement that the amount of any draft(s) drawn hereunder represent funds due
		and payable because of the following reasons (select one):
	 

	 
			
				
				  x
				

			 	
				
				  Applicant of the Credit has failed
				  to comply with terms or conditions of a contract described as: [•]
				

			 

 

	 
			
				
				              
				  o
				

			 	
				
				  Applicant of the Credit has been
				  awarded a contract under an offer to bid and has failed to become a party to
				  the contract related thereto (describe):  _
				

			 

 

	 
			
				
				              
				  o
				

			 	
				
				  It has become necessary for the
				  Beneficiary bank or other financial entity to make payment under its
				  undertaking issued on behalf of Applicant of this Credit, with an expiration
				  date of _____, at its counters, in favor of __, in relation to __.
				

			 

 

	 
			
				
				              
				  o
				

			 	
				
				  Description of transaction if other
				  than described above: ____ 
				

			 

 

	 
			
				
				  x
				

			 	
				
				  Automatic extension available unless
				  30-day notification of non-renewal or termination of the Letter of
				  Credit Agreement, with an initial expiration date of [•], 200x 
				

			 

 

	 
		 
	 



	 
			
				
				  o
				

			 	
				
				  All banking charges, other than Bank
				  Austria charges, are for account of:
				

			 	
				
				  o Beneficiary
				

			 	
				
				  xApplicant 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		A-1
	 

	 
		 
	 



	 
	 

	 

	 
		Transmit the Credit by:
	 

	 
			
				
				  xCable/SWIFT
				

			 	
				
				  oAirmail
				

			 	
				
				  oCourier
				  Service
				

			 

 

	 
		All
		drafts and documents called for under the Credit are to be delivered by the
		negotiating or paying bank to Bank Austria Cayman Islands Ltd., Cayman Islands
		by airmail in a single mailing.
	 

	 
		 
	 

	 	
			 
				
 GREENLIGHT REINSURANCE,
				LTD.
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				
 By: 
			 

		  	
			 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
			 

		  
	
			 
				 
			 

		  	
			 
				Name: Bart Hedges
			 

		  	
			 
				 
			 

		  	
			 
				Date
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Title: President & CUO
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  


	 
			
				
				  
 By: 
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				  Name: Tim Courtis
				

			 	
				
				   
				

			 	
				
				  Date
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Title: CFO
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	  

	 
		 
	 

	 
		A-2
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT B
	 

	 
		Form of Letter of
		Credit
	 

	 
		LETTER OF CREDIT
	 

	 
		IRREVOCABLE STANDBY LETTER
		CREDIT NUMBER: [ASSIGNED BY HVB]
	 

	 
		DATE OF ISSUE:
		[DATE]
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				  BENEFICIARY:
				

			 	
				
				  APPLICANT:
				

			 
	
				
				  [FRONT
				  DESIGNEE]
				

			 	
				
				  Bank Austria Cayman
				  Islands Ltd.
				

			 
	
				
				   
				

			 	
				
				  for benefit of
				  Greenlight Reinsurance, Ltd.
				

			 
	
				
				   
				

			 	
				
				  Whitehall House 

				

			 
	
				
				   
				

			 	
				
				  238 North Church
				  Street
				

			 
	
				
				   
				

			 	
				
				  PO Box 31362 
				

			 
	
				
				   
				

			 	
				
				  Grand Cayman,
				  KY1-1206
				

			 
	
				
				   
				

			 	
				
				  Cayman Islands
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  SWIFT:
				

			 	
				
				  SWIFT:
				  BKAUKYKY
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  AMOUNT
				  AVAILABLE:

				   
				

			 	
				
				  USD
				  [#AMOUNT]
 ([AMOUNT]
				  million and 00/100 United States Dollars)
				

			 
			

 

	 
		EXPIRY DATE:
		[EXPIRY]
	 

	 
		We hereby establish this
		irrevocable and unconditional letter of credit (“Letter of Credit”)
		in your favor, as Beneficiary (referred to herein as “you” or
		“your”) and authorize you to draw on us up to aggregate amount of USD
		[#AMOUNT] ([AMOUNT] and 00/100 United States Dollars) effective
		immediately.
	 

	 
		After this Letter of Credit has
		been issued, it cannot be revoked, amended or reduced without your written
		acknowledgement and consent.
	 

	 
		The term
		“Beneficiary” includes any successor by operation of law of the named
		Beneficiary, including without limitation, any liquidator, rehabilitator,
		receiver or conservator, provided that any drawing by such successor must be
		accompanied by a copy of satisfactory legal documentation evidencing the
		appointment of such successor of the beneficiary.
	 

	 
		This Letter of Credit is deemed
		to be automatically extended without amendment for one year from the expiry
		date hereof, or any future expiration date unless at least thirty (30) days
		prior to any expiration date we notify you by registered mail, certified mail
		or courier that this Letter of Credit will not be renewed for any such
		additional period.
	 

	 
		We hereby undertake to fully
		and promptly honor each of your sight draft(s) drawn on us under this Letter of
		Credit for all or any part of this Letter of Credit, if presented to us at 150
		East 42nd Street, New York, NY 10017 on or before the close of
		business on the Expiry Date. If you so choose, you will be able to draw on this
		Letter of Credit more than once, without amendment, provided that the sum of
		the amounts that you have drawn does not exceed the Amount of this Letter of
		Credit. 
	 

	 
		 
	 

	 
		B-1
	 

	 
		 
	 



	 
	 

	 

	 
		This Letter of Credit sets
		forth in full the terms of our undertaking, and such undertaking shall not in
		any way be modified, amended or amplified by reference to any note, document,
		instrument or agreement referred to herein or in which this Letter of Credit is
		referred to or to which the Letter of Credit relates and any such reference
		shall not be deemed to be incorporated herein by reference. The obligation of
		Bayerische Hypo- und Vereinsbank AG, New York Branch under this Letter of
		Credit is not subject to any condition or qualification and is the individual
		obligation of Bayerische Hypo- und Vereinsbank AG, New York Branch and is in no
		way contingent upon reimbursement with respect thereto, or upon our ability to
		perfect any lien, security interest or other reimbursement.
	 

	 
		We hereby represent and affirm
		that the execution of this Letter of Credit will not constitute a violation of
		any law or regulation which may limit the amount of credit which can be
		extended by this bank to any single borrower or customer.
	 

	 
		This Letter of Credit is
		subject to and governed by the Uniform Customs and Practice for Documentary
		Credits, 1993 Revision, International Chamber of Commerce (Publication No.
		500). If this Letter of Credit expires during an interruption of business as
		described in Article 17 of said Publication 500, Bayerische Hypo- und
		Vereinsbank AG, New York Branch hereby specifically agrees to effect payment if
		this Credit is drawn against within thirty (30) days after the resumption of
		business.
	 

	 
		 
	 

	 
			
				
				  Yours very truly

				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 BAYERISCHE
				  HYPO- UND VEREINSBANK AG

				  New York Branch
 

				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  By:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				   
				

			 
	
				
				  Name
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name
				

			 	
				
				   
				

			 
	
				
				  Title
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		B-2