CHARGE,
SECURITY INTEREST OR ENCUMBRANCE OF ANY KIND IN RESPECT OF SUCH PROPERTY.
FOR
PURPOSES OF THIS AGREEMENT, A PERSON SHALL BE DEEMED TO OWN SUBJECT TO A LIEN
ANY PROPERTY THAT IT HAS ACQUIRED OR HOLDS SUBJECT TO THE INTEREST OF A VENDOR
OR LESSOR UNDER ANY CONDITIONAL SALE
8
AGREEMENT, CAPITAL LEASE OR OTHER TITLE RETENTION AGREEMENT (OTHER THAN AN
OPERATING LEASE) RELATING TO SUCH PROPERTY.
"LLOYD'S" MEANS THE SOCIETY AND COUNCIL OF LLOYD'S OR ITS AFFILIATES OR THE
MANAGING AGENTS OF ANY LLOYD'S SYNDICATE REINSURED BY THE OBLIGOR.
"MAJORITY LENDERS" MEANS:
(A)
IF THERE ARE NO LETTERS OF CREDIT THEN OUTSTANDING, A LENDER OR
LENDERS WHOSE RATABLE SHARE AGGREGATE MORE THAN 662/3% OF THE TOTAL COMMITMENTS
(OR, IF THE TOTAL COMMITMENTS HAVE BEEN REDUCED TO ZERO, AGGREGATED MORE THAN
662/3% OF THE TOTAL COMMITMENTS IMMEDIATELY PRIOR TO THE REDUCTION); OR
(B)
AT ANY OTHER TIME, A LENDER OR LENDERS WHOSE RATABLE SHARE IN THE
LETTERS OF CREDIT THEN OUTSTANDING AGGREGATE MORE THAN 662/3% OF ALL THE LETTERS
OF CREDIT THEN OUTSTANDING.
"MARGIN STOCK" MEANS MARGIN STOCK OR "MARGIN SECURITY" WITHIN THE MEANING OF
REGULATIONS T, U AND X.
"MATERIAL ADVERSE EFFECT" MEANS AN EVENT OR CIRCUMSTANCE WHICH HAS OR COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON:
(A)
THE ABILITY OF THE OBLIGOR TO MEET THE OBLIGATIONS OF THIS
AGREEMENT;
(B)
THE BUSINESS ASSETS OR FINANCIAL CONDITION OF THE OBLIGOR AND ITS
SUBSIDIARIES TAKEN AS A WHOLE OR THE PARENT AND ITS SUBSIDIARIES TAKEN AS A
WHOLE; OR
(C)
THE VALIDITY OR ENFORCEABILITY OF THE RIGHTS AND REMEDIES OF THE
LENDERS OR THE AGENT UNDER THE FUNDAMENTAL DOCUMENTS.
"MOODY'S" MEANS MOODY'S INVESTORS SERVICE, INC. OR ANY SUCCESSOR THERETO.
"MULTIEMPLOYER PLAN" MEANS A "MULTIEMPLOYER PLAN" (AS DEFINED IN SECTION (3)(37)
OF ERISA) CONTRIBUTED TO FOR ANY EMPLOYEES OF ANY AFFILIATE OF THE OBLIGOR.
"NET WORTH" MEANS, AS AT ANY DATE OF DETERMINATION, FOR ANY PERSON, THE SUM OF
ITS CAPITAL STOCK (INCLUDING, WITHOUT LIMITATION, ITS PREFERRED STOCK), CAPITAL
IN EXCESS OF PAR OR STATED VALUE OF SHARES OF ITS CAPITAL STOCK (INCLUDING,
WITHOUT LIMITATION, ITS PREFERRED STOCK), RETAINED EARNINGS AND ANY OTHER
ACCOUNT WHICH, IN ACCORDANCE WITH GAAP, CONSTITUTES STOCKHOLDERS EQUITY, BUT
EXCLUDING (I) ANY TREASURY STOCK AND (II) THE EFFECTS OF FINANCIAL ACCOUNTING
STATEMENT NO. 115 WHICH SHALL BE DETERMINED ON A CONSOLIDATED BASIS IN
ACCORDANCE WITH GAAP AFTER APPROPRIATE DEDUCTION FOR ANY MINORITY INTERESTS IN
SUBSIDIARIES.
"NOTICE OF TERMINATION" MEANS A NOTICE OF THE KIND REFERRED TO IN CLAUSE 2.1.3.
9
"OBLIGOR" MEANS ARCH REINSURANCE LTD., A BERMUDA COMPANY.
"OECD COUNTRY" MEANS A COUNTRY THAT (A) EITHER (I) IS A FULL MEMBER OF THE
ORGANIZATION FOR ECONOMIC COOPERATION AND DEVELOPMENT OR (II) HAS CONCLUDED
SPECIAL LENDING ARRANGEMENTS WITH THE INTERNATIONAL MONETARY FUND'S GENERAL
ARRANGEMENTS TO BORROW AND (B) HAS NOT RESCHEDULED ITS EXTERNAL SOVEREIGN DEBT
WITHIN THE PREVIOUS FIVE YEARS.
"OECD GOVERNMENT SECURITIES" MEANS SECURITIES ISSUED BY ANY OECD COUNTRY IN U.S.
DOLLARS, POUNDS STERLING OR EURO AND WHICH ARE RATED