INSURANCE LETTER OF CREDIT

  Insurance Letters of Credit – Master Agreement

Form 3/CIFS

To:

Citibank Ireland Financial Services plc

Insurance Letter of Credit Department

2 ^nd Floor

1 North Wall Quay

Dublin 1

Republic of Ireland

 Dear Sirs,

Insurance Letters of Credit – Master Agreement

Insurance/Reinsurance Companies or Brokers

(a)

you will, upon receipt of an application form for the establishment of a Credit in such form as reasonably acceptable to you for this purpose and which may, without limitation, be received by you via any electronic system(s) or transmission arrangement(s) acceptable to you (referred to in this Agreement in relation to any Credit as an “application form”) completed by us or on our behalf in accordance with the terms of our banking mandate(s) or other authorities lodged with you or arrangement(s) made with you from time to time and indicating therein the name of the Beneficiary and the amount and term of the Credit required, establish on our behalf an irrevocable clean sight Credit (or such other form of Credit as may be required by the application form relating thereto) available, in whole or in part, by the Beneficiary’s sight draft on Citibank Ireland Financial Services plc or otherwise as may be required by the terms of the Credit, for a term of up to 15 months (subject to the extension right set forth in Clause 4 below); provided, however, that:

(i)

unless otherwise agreed between you and us, the opening of any Credit hereunder shall, in every instance, be at your option and nothing herein shall be construed as obliging you to open any Credit;

(ii)

prior to the establishment of any Credit or in order to maintain a Credit we undertake as follows:

(a)

forthwith at your request to deposit, or maintain a deposit, at a bank approved by you or with Citibank, N.A. at their branch at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB or, if notified by you, at such other branch as you may designate or at another bank approved by you, in an account or accounts in our name either cash or securities or a combination of cash and securities of such amount and combination as required under the Pledge Agreement, dated as of August 2, 2005, between us and you or under any other form of contractual or security arrangement required by you (a “Deposit”); and

(b)

should a Deposit have been requested, to execute the Bank’s standard form charge documentation to the extent required to perfect the Bank’s interest in such Deposit in relation to any accounts opened pursuant to (ii) (a) above; and

(iii)

without prejudice to the generality of (i) above, the opening of any Credit hereunder shall be dependent upon you being satisfied, in your reasonable discretion, that a Deposit has been carried out and that the documentation required to be executed under (ii)(b) above has been validly executed;

(b)

we undertake to reimburse you, on demand, the amount of any and all drawings under each Credit;

(c)

we undertake to indemnify you, on demand, for and against all actions, proceedings, losses, damages, charges, costs, expenses, claims and demands which you may incur, pay or sustain by reason of or arising in any way whatsoever (apart from your own or your affiliates’, directors’, employees’, agents’ or advisers’ gross negligence, bad faith or wilful misconduct) in connection with each Credit and/or this Agreement;

(d)

we undertake to pay to you, on demand, such reasonable fees and/or commissions of such amount(s) and/or at such rate(s) as shall have been agreed between you and us in connection with each Credit;

(e)

we hereby irrevocably authorise you to make any payments and comply with any demands which may be claimed from or made upon you in connection with each Credit without any reference to or further authority from us and we hereby agree that it shall not be incumbent upon you to enquire or to take notice whether or not any such payments or demands claimed from or made upon you in connection with each Credit are properly made or to enquire or to take notice whether or not any dispute exists between ourselves and the Beneficiary thereof and we further agree that any payment which you shall make in accordance with the terms and conditions of each Credit shall be binding upon us and shall be accepted by us as conclusive evidence that you were liable to make such payment or comply with such demand; and

(f)

we represent and warrant to you and undertake that:

(i)

we have and will at all times have the necessary power to enable us to enter into and perform the obligations expressed to be assumed by us under this Agreement;

(ii)

this Agreement constitutes our legal, valid, binding and enforceable obligation effective in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity; and

(iii)

all necessary authorisations to enable or entitle us to enter into this Agreement have been obtained and are in full force and effect and will remain in such force and effect at all times during the subsistence of this Agreement;

(g)      we represent and warrant to you that:

(i)

we are not unable to pay our debts as they fall due;

(ii)

we have not been deemed or declared to be unable to pay our debts under applicable law;

(iii)

we have not suspended making payments on any of our material debts;

(iv)

we have not by reason of actual or anticipated financial difficulties commenced negotiations with any of our creditors with a view to rescheduling any of our material indebtedness;

(v)

the value of our assets is not less than our liabilities (taking into account contingent and prospective liabilities);

(vi)

no moratorium has been declared in respect of any of our material indebtedness;

(vii)

no analogous or similar event or concept to those set out in Clauses 1(g)(i) to 1(g)(vi) above has occurred or is the case under the laws of any jurisdiction; and

(viii)

any Credit required by us will contain wording in compliance with the regulations and requirements laid out by National Association of Insurance Commissioners (“NAIC”) or the equivalent replacement governing body from time to time existing.

(h)

you represent and warrant to us that any Credit will be issued by you or the bank or institution issuing the Credit (the “Issuing Bank”) in compliance with the model regulations and requirements set by the NAIC, should such Credit require to be in such compliance.

2.

[Intentionally Omitted.]

3.

[Intentionally Omitted.]

4.

Any Credit established hereunder may, if requested by us on the application form relating thereto and subject to your reasonable consent, bear a clause to the effect that it will automatically be extended for successive periods of one year (or such other period as may be stated in the relevant application form) unless the Beneficiary has received from the Issuing Bank by registered mail (or other appropriate receipted delivery) notification of intention not to renew such Credit at least 30 days (or such other period as may be stated in the relevant application form) (the “Notice Period”) prior to the end of the original term or, as the case may be, of a period of extension. The Issuing Bank shall be under no obligation to us to send the Beneficiary such notification (and without such notification to the Beneficiary the Credit will be automatically extended as provided above) unless you shall have received by registered mail or other means acceptable to you notification from us of our election not to renew such Credit at least 10 days prior to the commencement of the Notice Period relating to the original term or, as the case may be, a period of extension. We understand that receipt by you of any such notice may result in t