Indicative Summary of Terms Letter of Credit Facility

By:     

Account Party:

Facility Amount:

US $1,000,000,000 comprising:

•Letters of Credit with a maximum tenor up to 24 months inclusive of any notice period to the beneficiaries (“Standard LCs”) and;

•Letters of Credit issued in respect of Funds at Lloyds (FAL) obligations with a maximum tenor up to 60 months inclusive of any notice period to beneficiaries (“Extended Tenor LCs”).

Aggregate amount in respect of FAL will not exceed $230,000,000

Commitment:

In respect of Standard LCs:

A) 25 bps per annum payable quarterly in arrears

B) 28.5 bps per annum payable quarterly in arrears

And

In respect of Extended Tenor LCs:

35 bps per annum payable quarterly in arrears

Facility:

Currency:

Available in US Dollars, Canadian Dollars, Euro and British Pounds. Additional currencies may be requested with the agreement of the Lender.

All obligations issued in currencies other than the currency of collateral will be subject to appropriate margins in order to cover FX fluctuations, as follows: 10% USD vs GBP, Canadian Dollars, Australian Dollars and New Zealand Dollars; 15% USD vs Euro; and 25% vs HK Dollars.

The maximum tenor of each Letter of Credit will be up to 24 months and/or 60 months (as provided for above) inclusive of any notice period to the beneficiaries.

Each Letter of Credit if requested by the Account Party may include a clause to the effect that the Letter of Credit will be automatically extended for successive periods that may vary from time to time but are not greater than 1 year.

Availability:

Lender

Citibank Europe plc

Citibank Europe plc will arrange for Letters of Credit to be issued by an acceptable issuing bank where required (e.g. Citibank N.A. New York Branch)

Collateral Custodian:

Interest:

Collateral:

The Account Party will provide security over a portfolio of Eligible Securities in an amount equal to the Required Percentage of the obligations under the Facility.

The “Required Percentage” shall be 110% in respect of each of categories (A) and (B).

Eligible Securities shall comprise the following:-

a)      Securities issued by the US Government or its agencies (whose debt obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US Government, e.g. GNMA) or the central government of an OECD (Organisation for Economic Co-operation and Development) country, in each case rated AA or AA equivalent or better.

b)      (i) US Government Agency Securities (e.g. FNMA, FHLMC) and/or (ii) Guaranteed Securities issued by Eligible Institutions whose debt obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US or an OECD Government, in each case rated AA or AA equivalent or better (each such Security will only be treated as acceptable by the Bank for inclusion if it is considered eligible in the Bank’s sole judgment).

Documentation:

The Facility shall remain subject to the following documentation (each as amended, varied, supplemented, novated or assigned as the case may be):-

•Form 3 Master Reimbursement Agreement among Citibank Europe Plc, Citibank N.A. and Allied World Assurance Company, Ltd dated 28 February 2007;

•Pledge Agreement among Citibank Europe Plc and Allied World Assurance Company, Ltd dated 28 February 2007;

•Account Control Agreement among Citibank Europe Plc, Allied World Assurance Company, Ltd and Mellon Bank, N.A. dated 5 March 2007;

•Corporate Mandate dated 28 February 2007; and

•General Communications Indemnity dated 28 February 2007.

Legal Expenses: