THE PURPOSE OF PROVIDING GUARANTEES AND ISSUING OR CONFIRMING LETTERS OF CREDIT
COMPRISING A MEMBER'S FUNDS AT LLOYD'S (AS SUCH TERM IS DEFINED IN PARAGRAPH 4
OF THE MEMBERSHIP BYLAW (NO. 17 OF 1993)).
"ERISA" MEANS THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
FROM TIME TO TIME, AND ANY RULE OR REGULATION ISSUED THEREUNDER.
"ERISA AFFILIATE" HAS THE MEANING SET FORTH IN CLAUSE 4.12 (ERISA).
"EVENT OF DEFAULT" HAS THE MEANING SET FORTH IN CLAUSE 6.1 (EVENTS OF DEFAULT
DEFINED).
"FACILITY" MEANS THE LETTERS OF CREDIT THAT THE AGENT HAS AGREED TO ISSUE ON
BEHALF OF THE LENDERS UNDER THIS AGREEMENT IN AN AMOUNT (INCLUDING ALL LETTER OF
CREDIT OBLIGATIONS AND REIMBURSEMENT OBLIGATIONS FOR THE OBLIGOR) NOT TO EXCEED
AT THE TIME OF ISSUANCE OF ANY LETTER OF CREDIT USD$150,000,000 (OR THE FOREIGN
CURRENCY DOLLAR EQUIVALENT OF POUNDS STERLING OR EURO) IN THE AGGREGATE.
"FACILITY AVAILABILITY PERIOD" MEANS THE RESTATEMENT DATE UP TO AND INCLUDING
DECEMBER 31, 2007.
"FACILITY OFFICE" MEANS THE OFFICE OR OFFICES NOTIFIED BY A LENDER TO THE AGENT
IN WRITING ON OR BEFORE THE DATE IT BECOMES A LENDER (OR, FOLLOWING THAT DATE,
BY NOT LESS THAN FIVE BUSINESS DAYS' WRITTEN NOTICE) AS THE OFFICE OR OFFICES
THROUGH WHICH IT WILL PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
"FACILITY TERMINATION DATE" MEANS DECEMBER 31, 2011.
"FINANCE PARTY" MEANS THE AGENT, THE SECURITY AGENT, THE ARRANGER OR A LENDER.
"FITCH" MEANS FITCH RATINGS LTD. OR ANY SUCCESSOR TO ITS RATING BUSINESS.
"FUNDAMENTAL DOCUMENTS" MEANS AND INCLUDES EACH OF THE FOLLOWING FOR THE TIME
BEING IN FORCE:
(A)
THIS AGREEMENT;
5
(B)
THE LETTERS OF CREDIT;
(C)
THE SECURITY AGREEMENT;
(D)
THE CUSTODIAN AGREEMENT; AND
(E)
ANY OTHER SECURITY DOCUMENT.
"GAAP" SHALL MEAN UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN
EFFECT FROM TIME TO TIME.
"GNMA SECURITIES" MEANS SECURITIES ISSUED BY THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION.
"GOVERNMENT SECURITIES" MEANS BOTH U.S. GOVERNMENT SECURITIES AND OECD
GOVERNMENT SECURITIES.
"GROUP" MEANS THE PARENT AND ITS SUBSIDIARIES FROM TIME TO TIME.
"GUARANTEE" OF OR BY ANY PERSON (THE "GUARANTOR") MEANS ANY OBLIGATION
GUARANTEEING OR INTENDED TO GUARANTEE ANY INDEBTEDNESS, LEASES, DIVIDENDS OR
OTHER OBLIGATIONS ("PRIMARY OBLIGATIONS") OF ANY OTHER PERSON (THE "PRIMARY
OBLIGOR") IN ANY MANNER, WHETHER DIRECTLY OR INDIRECTLY, INCLUDING, WITHOUT
LIMITATION, ANY OBLIGATION OF SUCH PERSON, WHETHER OR NOT CONTINGENT, (A) TO
PURCHASE ANY SUCH PRIMARY OBLIGATION OR ANY PROPERTY CONSTITUTING DIRECT OR
INDIRECT SECURITY THEREFOR, (B) TO ADVANCE OR SUPPLY FUNDS (I) FOR THE PURCHASE
OR PAYMENT OF ANY SUCH PRIMARY OBLIGATION OR (II) TO MAINTAIN WORKING CAPITAL OR
EQUITY CAPITAL OF THE PRIMARY OBLIGOR OR OTHERWISE TO MAINTAIN THE NET WORTH OR
SOLVENCY OF THE PRIMARY OBLIGOR, (C) TO PURCHASE PROPERTY, SECURITIES OR
SERVICES PRIMARILY FOR THE PURPOSE OF ASSURING THE OWNER OF ANY SUCH PRIMARY
OBLIGATION OF THE ABILITY OF THE PRIMARY OBLIGOR TO MAKE PAYMENT OF SUCH PRIMARY
OBLIGATION OR (D) OTHERWISE TO ASSURE OR HOLD HARMLESS THE OWNER OF SUCH PRIMARY
OBLIGATION AGAINST LOSS IN RESPECT THEREOF; PROVIDED, HOWEVER, THAT THE