SUISSE AG
ONE MADISON AVENUE, 2ND FLOOR
NEW YORK, NY 10010
FOR INTERNAL IDENTIFICATION PURPOSES ONLY
APPLICANT:
LINCOLN REINSURANCE COMPANY OF VERMONT I
BENEFICIARY:
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
1300 S. CLINTON STREET
ATTN: TERESA CORDES
FORT WAYNE, IN 46802
ISSUE DATE:
DECEMBER 31, 2009
IRREVOCABLE LETTER OF CREDIT NO. TS-07005395
DEAR SIR OR MADAM:
WE HEREBY ESTABLISH THIS IRREVOCABLE LETTER OF CREDIT ("LETTER OF CREDIT") IN
YOUR FAVOR AS BENEFICIARY FOR DRAWINGS IN THE AMOUNT OF UP TO $550,000,000 (FIVE
HUNDRED FIFTY MILLION UNITED STATES DOLLARS) (THE "STATED AMOUNT") EFFECTIVE
IMMEDIATELY.
THIS LETTER OF CREDIT IS ISSUED, PRESENTABLE AND PAYABLE AT OUR
OFFICE AT ONE MADISON AVENUE, 2ND FLOOR,
NEW YORK, NY 10010, ATTENTION: TRADE
FINANCE/SERVICES DEPARTMENT AND EXPIRES WITH OUR CLOSE OF BUSINESS ON DECEMBER
31, 2019 (THE "EXPIRY DATE") UNLESS EXTENDED AS HEREINAFTER PROVIDED.
EXCEPT
WHEN THE STATED AMOUNT OF THE LETTER OF CREDIT IS INCREASED, THIS LETTER OF
CREDIT CANNOT BE MODIFIED OR REVOKED WITHOUT YOUR CONSENT.
THE TERM "BENEFICIARY" INCLUDES ANY SUCCESSOR BY OPERATION OF LAW OF THE NAMED
BENEFICIARY, INCLUDING, WITHOUT LIMITATION, ANY LIQUIDATOR, REHABILITATOR,
RECEIVER OR CONSERVATOR.
WE HEREBY UNDERTAKE TO PROMPTLY HONOR ANY SIGHT DRAFT(S) DRAWN ON US, INDICATING
OUR LETTER OF CREDIT NO. TS-07005395, FOR ALL OR ANY PART OF THIS LETTER OF
CREDIT UPON PRESENTATION OF (A) A SIGHT DRAFT IN THE FORM OF EXHIBIT A HERETO
DRAWN ON US AND (B) A DRAW CERTIFICATION NOTICE IN THE FORM OF EXHIBIT B HERETO
DATED THE DATE OF SUCH SIGHT DRAFT, IN EACH CASE AT OUR OFFICE SPECIFIED IN THE
FIRST PARAGRAPH HEREOF ON OR BEFORE THE EXPIRY DATE HEREOF.
OTHER THAN YOUR
SIGHT DRAFT(S) AND YOUR DRAW CERTIFICATION NOTICE(S), NO OTHER DOCUMENT(S) NEED
BE PRESENTED.
UPON OUR HONORING ANY SUCH SIGHT DRAFT AND DRAW CERTIFICATION
NOTICE PRESENTED
Exhibit D-1
An [*] represents confidential information that has been omitted and filed
separately with the Securities and Exchange Commission.
HEREUNDER, THE STATED AMOUNT OF THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY
DECREASED IN AN AMOUNT EQUAL TO THE AMOUNT SO DRAWN.
EXCEPT AS EXPRESSLY STATED HEREIN, THIS UNDERTAKING IS NOT SUBJECT TO ANY
AGREEMENT, REQUIREMENT OR QUALIFICATION.
THE OBLIGATION OF CREDIT SUISSE AG,
NEW YORK BRANCH UNDER THIS LETTER OF CREDIT IS THE INDIVIDUAL OBLIGATION OF
CREDIT SUISSE AG, NEW YORK BRANCH, AND IS IN NO WAY CONTINGENT UPON
REIMBURSEMENT WITH RESPECT THERETO OR UPON OUR ABILITY TO PERFECT A LIEN,
SECURITY OR ANY OTHER REIMBURSEMENT.
YOU MAY ELECT TO TERMINATE THIS LETTER OF CREDIT AS SET FORTH IN A WRITTEN
NOTICE DELIVERED TO CREDIT SUISSE AG, NEW YORK BRANCH WITH A COPY TO THE
APPLICANT, IN SUBSTANTIALLY THE FORM OF EXHIBIT C ATTACHED HERETO.
UPON APPLICANT'S WRITTEN NOTICE IN SUBSTANTIALLY THE FORM OF EXHIBIT D ATTACHED
HERETO TO CREDIT SUISSE AG, NEW YORK BRANCH AND THE BENEFICIARY, THE APPLICANT
MAY REQUEST A REDUCTION IN THE STATED AMOUNT OF THIS LETTER OF CREDIT (A
"REDUCTION").
IF THE BENEFICIARY APPROVES SUCH REDUCTION IN WRITING, SUCH
REDUCTION SHALL BECOME EFFECTIVE AS OF