the Borrower in favor of a Lender evidencing any Loan,
substantially in the forms of Exhibit C-1 and C-2, as the case may be and as any
such Note may be amended, restated, supplemented, modified or replaced from time
to time.
"OneBeacon Insurance Group" means OneBeacon Insurance Group, LLC, a Delaware
limited liability company, and, for purposes of Section 6.1(b), the grouping of
Subsidiaries of OneBeacon Insurance Group identified by NAIC Group Code 1129 (or
any successor grouping equivalent thereto).
"OneBeacon Limited" means OneBeacon Insurance Group, Ltd., a company existing
under the laws of Bermuda.
"OneBeacon Limited Consolidated Net Worth" means, as at any date, the sum of all
amounts that would, in conformity with GAAP be included on a consolidated
balance sheet of OneBeacon Limited and its consolidated Subsidiaries under
stockholders' equity at such date, plus minority interests in Subsidiaries, as
determined in accordance with GAAP; provided, however, that in calculating
OneBeacon Limited Consolidated Net Worth as at any date, there shall be excluded
for purposes of the calculation of OneBeacon Limited Consolidated Net Worth any
effects resulting from (a) SFAS 115 or (b) the application of FIN 46R.
"OneBeacon Limited Debt to Capitalization Ratio" means, as at the end of any
fiscal quarter of OneBeacon Limited, the ratio of (a) OneBeacon Limited Total
Consolidated Debt to (b) OneBeacon Limited Total Consolidated Capitalization.
"OneBeacon Limited Total Consolidated Capitalization" means, as at any date, the
sum, without duplication, of (a) OneBeacon Limited Consolidated Net Worth plus
(b) OneBeacon Limited Total Consolidated Debt plus, (c) the amounts in respect
of Trust Preferred Securities, Mandatory Convertible Securities, Mandatory
Redeemable Securities, Conditional Common Equity and any other preferred equity
that would, in conformity with GAAP, be reflected on a consolidated balance
sheet of OneBeacon Limited and its consolidated Subsidiaries prepared as of such
date and which are not already included in clause (a) or (b) above.
OneBeacon
Limited Total Consolidated Capitalization shall in any event not include (x) any
obligations (including Guarantee Obligations) in respect of the Fund American
Preferred Stock, provided that, arrangements reasonably satisfactory to the
Administrative Agent shall have been made for the establishment of grantor
trusts to provide for the payment or redemption of the Fund American Preferred
Stock, it being understood that such arrangements in effect on the Closing Date
are reasonably satisfactory to the Administrative Agent or (y) any effects
resulting from the application of FIN 46R.
For purposes of this definition,
references to the "Borrower" in the definitions of Trust Preferred Securities,
Mandatory Convertible Securities, Mandatory Redeemable Securities and
Conditional Common Equity shall be deemed to be references to OneBeacon Limited.
"OneBeacon Limited Total Consolidated Debt" means, at any date, the sum, without
duplication, of (a) all amounts that would, in conformity with GAAP, be
17
reflected and classified as debt on a consolidated balance sheet of OneBeacon
Limited and its consolidated Subsidiaries prepared as of such date (other than
amounts excluded by clauses (b) and (c) below), (b) Indebtedness represented by
(i) Trust Preferred