EXHIBIT 10.1
AMENDMENT NO. 5
TO
UNDERWRITING AGENCY AGREEMENT
DATED DECEMBER 1, 2001, AS AMENDED
This AMENDMENT NO. 5 TO UNDERWRITING AGENCY AGREEMENT (this "Amendment") is
made and entered into as of December 1, 2006, by and between Allied World
Assurance Company, Ltd (the "Company") and IPCRe Underwriting Services Limited
(the "Underwriting Agent").
WITNESSETH:
WHEREAS, the Company and the Underwriting Agent (each of the Company and
the Underwriting Agent a "Party" and together the "Parties") have entered into
an Underwriting Agency Agreement, dated as of December 1, 2001, as amended from
time to time (the "Agreement"); and
WHEREAS, the Company and the Underwriting Agent desire to further amend the
Agreement in accordance with the terms and conditions contained herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Underwriting
Agent agree as follows:
1. It is hereby agreed that Section 13.1 of the Agreement be deleted in its
entirety and the following be inserted in lieu thereof:
"13.1 This Agreement shall terminate as of November 30, 2006 (the
"Termination Date"), and the Company shall pay to the
Underwriting Agent an early termination fee of $400,000, which
shall be payable in three installments as follows:
$250,000 payable on December 1, 2006;
$75,000 payable on December 1, 2007; and
$75,000 payable on December 1, 2008.
Such fee so payable under this Section 13.1 is in addition to any
Agency Commission due to the Underwriting Agent in accordance with
Section 10 of the Agreement."
2. It is hereby agreed that new Sections 13.4 and 13.5 shall be inserted as
follows:
"13.4 Notwithstanding Section 13.1 or any other provision contained in
the Agreement, the Parties agree that, with effect from the
Termination Date, the Underwriting Agent shall cease to perform
any underwriting services on behalf of the Company save that in
respect of Subject Business entered into prior to and existing as
of the Termination Date, the Underwriting Agent shall continue to
provide the services set out in Schedule A attached to this
Amendment on behalf of the Company for a period of three years
commencing on the Termination Date and ending on the third
anniversary of the Termination Date (the "Extension Period").
13.5 The Parties may by written agreement further extend the Extension
Period for such period and on such terms as they may mutually
agree."
3. It is hereby agreed that the third sentence of Section 8.3 of the
Agreement which reads "All Books and Records shall be delivered to the Companies
upon termination of this Agreement." shall be deleted and the following be
substituted therefor:
"All such Books and Records shall be delivered to the Company upon
expiration of the Extension Period or at such later date as may be
mutually agreed by the Parties in writing."
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4. Capitalized terms used herein but not otherwise defined shall have the
meanings as respectively set forth in the Agreement.
5. Except to the extent amended hereby, the Agreement, as previously
amended, shall remain unmodified and in full force and effect in accordance with
its terms.
6. This Amendment may be executed in any number of counterparts which
together shall constitute one and the same instrument.
For and on behalf of For and on behalf of
IPCRE UNDERWRITING SERVICES LIMITED ALLIED WORLD ASSURANCE COMPANY, LTD
By: /s/ Xxxxx X. Xxxxx By: /s/ S. Carmilani
--------------------------------- ------------------------------------
Xxxxx X. Xxxxx Xxxxx Xxxxxxxxx
President & Chief Executive President & Chief Executive Officer
Officer
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SCHEDULE A
SERVICES TO BE PERFORMED BY THE UNDERWRITING AGENT IN RESPECT OF SUBJECT
BUSINESS ENTERED INTO AND EXISTING AS AT THE TERMINATION DATE. REFERENCES TO
SECTIONS BELOW ARE TO THE RESPECTIVE SECTIONS OF THE AGREEMENT.
1. Section 4
2. Section 6.2 (only to the extent, if appropriate, to terminate or cancel
policies and issue notices of cancellation)
3. Section 6.3
4. Section 6.5
5. Section 7.1
6. Section 7.2
7. Section 7.3
8. Section 7.4
9. Section 7.5
10. Section 7.6
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