WAIVER

Exhibit 10.14

WAIVER

          This WAIVER is made and entered into as of February 2, 2006 by and among Xxxxxx Xxxxxxx Ltd,. a Bermuda company, and Xxxxxx Xxxxxxx LLC, a Delaware limited liability company, (the “Issuers”) on behalf of themselves and the subsidiary guarantors (the “Subsidiary Guarantors”) of the Notes (as defined below) and the holders (the “Waiving Holders”) listed on the signature pages hereof.

     WHEREAS, the parties hereto are parties to a Common Stock, Preferred Stock, Warrants and Senior Secured Notes Registration Rights Agreement, dated as of September 24, 2004 (the “Registration Rights Agreement”);

     WHEREAS, the Registration Rights Agreement provides the Waiving Holders certain registration rights as described therein;

     WHEREAS, the Issuers have filed and caused to be declared effective a registration statement on Form S-3 (the “Old Shelf”) relating to the Registrable Securities (as defined in the Registration Rights Agreement).

     WHEREAS, the Issuers intend to withdraw the Old Shelf and to file a new registration statement on Form S-3 covering all Registrable Securities other than the 10.359% Senior Secured Notes due 2011 issued by Xxxxxx Xxxxxxx LLC and guaranteed by Xxxxxx Xxxxxxx Ltd. and the Subsidiary Guarantors (the “Notes”);

     WHEREAS, in order to permit the foregoing, the Waiving Holders have determined to waive their registration rights with respect to their Senior Notes on the basis that such rights no longer provide any benefit to such parties and are burdensome to the Issuers.

     NOW, THEREFORE, on the basis of the foregoing, the Waiving Holders agree to waive the provisions of Section 2 and Section 4 (to the extent related to Section 2) of the Registration Rights Agreement as they relate to the Senior Notes. All registration rights otherwise provided for by Section 2 and Section 4 of the Registration Rights Agreement shall remain in full force and effect as they relate to the Registrable Securities of the Issuers other than the Notes as described in the Registration Rights Agreement.

     This Waiver may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be original and all of which taken together shall constitute one and the same agreement.

     This Waiver and any claim or controversy directly or indirectly based up on or arising out of this Waiver or the transactions contemplated by this Waiver (whether based on contract, tort or any other theory) shall in all respects be governed by and construed in accordance with the internal laws of the State of New York (without regard to any conflicts of law provision that would require the application of the law of any other jurisdiction). The parties agree that this Waiver was delivered in the State of New York.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Waiver as of the date first written above.

	XXXXXX XXXXXXX LLC
	By:
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President & Treasurer
	XXXXXX XXXXXXX LTD
	By:
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President & Treasurer

	HOLDER:
	Xxxxxxx Xxxxx Global Allocation Fund, Inc.
	By:
		Name:	Xxxx X’Xxxxxxx
		Title:	Director MLIM, Authorized Signatory
		Address:		000 Xxxxxxxx Xxxx Xxxx
				Xxxxxxxxxx XX 00000
				Tel: 000-000-0000
				Fax: 000-000-0000

	HOLDER:
	Xxxxxxx Xxxxx International Investment           Fund-MLIIF Global Allocation Fund
	By:
		Name:	Xxxx X’Xxxxxxx
		Title:	Director MLIM, Authorized Signatory
		Address:		000 Xxxxxxxx Xxxx Xxxx
				Xxxxxxxxxx XX 00000
				Tel: 000-000-0000
				Fax: 000-000-0000
		HOLDER:
		Xxxxxxx Xxxxx Variable Series Fund, Inc.-
		Xxxxxxx Xxxxx Global Allocation V.I. Fund
		By:
		Name:	Xxxx X’Xxxxxxx
		Title:	Director MLIM, Authorized Signatory
		Address:		000 Xxxxxxxx Xxxx Xxxx
				Xxxxxxxxxx XX 00000
				Tel: 000-000-0000
				Fax: 000-000-0000

		HOLDER:
		Xxxxxxx Xxxxx Series Funds, Inc.--Global
		Allocation Strategy Portfolio
		By:
		Name:	Xxxx X’Xxxxxxx
		Title:	Director MLIM, Authorized Signatory
		Address:		000 Xxxxxxxx Xxxx Xxxx
				Xxxxxxxxxx XX 00000
				Tel: 000-000-0000
				Fax: 000-000-0000