Exhibit 10.2
AMENDMENT NO. 1
TO
SHAREHOLDERS AGREEMENT
AMENDMENT NO. 1, dated as of February 20, 2002 (the "Amendment No.
1"), to the SHAREHOLDERS AGREEMENT, dated as of November 21, 2001 (the
"Shareholders Agreement"), of Allied World Assurance Holdings, Ltd, a limited
liability company organized under the laws of Bermuda (together with any
successor thereto, the "Company").
W I T N E S S E T H
WHEREAS, the Company, each of the Founders, Securitas and
Non-Founder Shareholders holding at least the requisite number of outstanding
Common Stock desire to amend the Shareholders Agreement, pursuant to Section 7.7
thereof, as set forth in this Amendment No. 1; and
WHEREAS, all capitalized terms used but not defined in this
Amendment No. 1 shall have the meanings set forth in Annex A to the Shareholders
Agreement.
NOW, THEREFORE, the Shareholders and the Company agree as follows:
1. The definition of "Registrable Securities" set forth in Annex A to the
Shareholders Agreement is hereby deleted in its entirety and the following
definition shall be inserted in lieu thereof:
"Registrable Securities" shall mean (i) any shares of Common Stock
issued pursuant to the Subscription Agreements, (ii) any shares of Common
Stock issued pursuant to, or issuable upon exercise of, the Warrants,
(iii) any shares of Common Stock issued pursuant to an exercise of
preemptive rights under Section 4.11, (iv) any shares of Common Stock
issued to an officer, director or employee of the Company or any of its
subsidiaries, whether such issuance is pursuant to a subscription, the
exercise of a warrant or otherwise; provided, that the Board shall have
determined that such shares of Common Stock shall be Registrable
Securities hereunder, and (v) any shares of Common Stock issued in
exchange for, in replacement of or otherwise in respect of any such shares
in clauses (i), (ii), (iii) and (iv) above. As to any particular
Registrable Securities, such securities shall cease to be Registrable
Securities (1) when a registration statement with respect to the sale of
such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such
registration statement, (2) when such
securities shall have been sold under Rule 144 under the Securities Act or
(3) (a) in the case of unissued shares issuable pursuant to the Warrants
or any warrants or other rights contemplated by (iv) above, upon
expiration of such Warrants, warrants or other rights, and (b) otherwise,
when such shares of Common Stock shall have ceased to be outstanding.
2. The Shareholders Agreement, as amended by this Amendment No. 1, shall
remain in full force and effect in accordance with its terms. All
references to the "Agreement" contained in the Shareholders Agreement
shall be references to the Shareholders Agreement as amended by this
Amendment No. 1.
3. This Amendment No. 1 shall be governed by, and construed in accordance
with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1
to the Shareholders Agreement as of the day and year first above written.
ALLIED WORLD ASSURANCE HOLDINGS, LTD
By
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Name:
Title:
AMERICAN INTERNATIONAL GROUP, INC.
By
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Name:
Title:
By
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Name:
Title:
THE CHUBB CORPORATION
By
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Name:
Title:
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CHUBB ATLANTIC INDEMNITY, LTD.
By
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Name:
Title:
GS CAPITAL PARTNERS 2000, L.P.
By: GS Advisors 2000, L.L.C.
Its General Partner
By
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GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: GS Advisors 2000, L.L.C.
Its General Partner
By
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GS CAPITAL PARTNERS 2000 GmbH& CO.
BETEILIGUNGS KG
By: Xxxxxxx Xxxxx Management GP GmbH
Its General Partner
By
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GS CAPITAL PARTNERS 2000 EMPLOYEE
FUND, L.P.
By: GS Employee Funds 2000 GP, L.L.C.
Its General Partner
By
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STONE STREET FUND 2000, L.P.
By: Xxxxx Xxxxxx 0000, X.X.X.
Its General Partner
By
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BRIDGE STREET SPECIAL OPPORTUNITIES
FUND 2000, L.P.
By: Bridge Street Special Opportunities
2000, L.L.C.
Its General Partner
By
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SECURITAS ALLIED HOLDINGS, LTD
By
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Name:
Title:
CHAIRMAN OF THE BOARD OF ALLIED WORLD
ASSURANCE HOLDINGS, LTD, or his appropriate
designee, on behalf of each of the
Non-Founder Shareholders listed on the
attached Annex A, pursuant to the respective
proxy granted by each such Non-Founder
Shareholder
By
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Name:
Title:
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