AMENDMENT NO. 3
Exhibit 10.4
AMENDMENT NO. 3
TO
SHAREHOLDERS AGREEMENT
AMENDMENT NO. 3, dated as of June 20, 2005 (the "Amendment No. 3"), to
the SHAREHOLDERS AGREEMENT, dated as of November 21, 2001, as amended from time
to time, among the Shareholders named therein and that may become parties hereto
from time to time hereafter (the "Shareholders Agreement"), and to which Allied
World Assurance Holdings, Ltd, a limited liability company organized under the
laws of Bermuda (together with any successor thereto, the "Company"), has been
made a party.
WITNESSETH
WHEREAS, in order to carry out the full intent of Amendment No. 2 to
the Shareholders Agreement, Section 2.3(b) of the Shareholders Agreement must be
deleted;
WHEREAS, the Company and each of the Founders, Securitas and the
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. 3; and
WHEREAS, all capitalized terms used but not defined in this Amendment
No. 3 shall have the meanings set forth in Annex A to the Shareholders
Agreement;
NOW, THEREFORE, the Shareholders and the Company agree as follows:
1. Section 2.3(b) is hereby deleted in its entirety and the following
sentence shall be inserted in lieu thereof:
"Intentionally omitted."
2. The Shareholders Agreement, except as amended by this Amendment No. 3,
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.
3. This Amendment No. 3 shall be governed by, and construed in accordance
with, the laws of the State of New York.
4. This Amendment No. 3 may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 3 to the Shareholders Agreement as of the day and year first above
written.
ALLIED WORLD ASSURANCE HOLDINGS, LTD
By:
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Name:
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Title:
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AMERICAN INTERNATIONAL GROUP, INC.
By:
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Name:
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Title:
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By:
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Name:
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Title:
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THE CHUBB CORPORATION
By:
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Name:
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Title:
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GS CAPITAL PARTNERS 2000, L.P.
By: GS Advisors 2000, L.L.C.
Its General Partner
By:
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Name:
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Title:
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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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Name:
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Title:
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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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Name:
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Title:
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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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Name:
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Title:
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XXXXX XXXXXX XXXX 0000, L.P.
By: Xxxxx Xxxxxx 0000, X.X.X.
Its General Partner
By:
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Name:
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Title:
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XXXXXX XXXXXX SPECIAL OPPORTUNITIES FUND
2000, L.P.
By: Bridge Street Special Opportunities
2000, L.L.C.
Its General Partner
By:
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Name:
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Title:
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SECURITAS ALLIED HOLDINGS, LTD
By:
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Name:
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Title:
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By:
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Name:
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Title:
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XXXXXXX, XXXXX & CO., on behalf of each
of the Non-Founder Shareholders listed
on the attached Annex A, pursuant to the
respective power of attorney granted by
each such Non-Founder Shareholder
By:
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Name:
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Title:
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