Exhibit 10.34
X X X X X X X X LIMITED LIABILITY PARTNERSHIP
C H A N C E
ALLIED WORLD ASSURANCE COMPANY, LTD.
AS BORROWER
AND
BARCLAYS BANK PLC
AS ISSUER
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GLOBAL AMENDMENT AGREEMENT
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CONTENTS
CLAUSE PAGE
1. Definitions And Interpretation ................................... 1
2. Representations .................................................. 1
3. Amendments ....................................................... 2
4. Continuity And Further Assurance ................................. 3
5. Conditions And Confirmations .................................... 3
6. Fees, Costs And Expenses ......................................... 3
7. Miscellaneous .................................................... 4
Schedule 1 CONDITIONS PRECEDENT ....................................... 5
THIS AGREEMENT (the "Agreement") is made as of January 11, 2005 among:
(1) ALLIED WORLD ASSURANCE COMPANY, LTD., a corporation organized under the
laws of Bermuda, as Borrower; and
(2) BARCLAYS BANK PLC, as Issuer.
(A) WHEREAS, pursuant to a letter of credit issuance facility agreement dated
as of 31 December 2003 (as amended, increased or otherwise modified from
time to time, the "ORIGINAL CREDIT AGREEMENT") between, Allied World
Assurance Company, Ltd., as Borrower and Barclays Bank plc, as Issuer, the
Issuer issued certain letters of credit in accordance with the terms of
the Original Credit Agreement.
(B) WHEREAS, pursuant to a Security Agreement dated as of 31 December 2003 (as
amended or otherwise modified from time to time, the "SECURITY AGREEMENT")
by Allied World Assurance Company, Ltd in favor of Barclays Bank plc, as
Issuer, the Borrower granted a security interest in the Collateral (as
defined therein) to the Issuer.
(C) WHEREAS the parties desire to extend the tenure of the Credit Agreement
and make certain other amendments to the documents described above, all as
set out below.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement:
"AMENDED AGREEMENT" means the Original Credit Agreement as amended by this
Agreement.
"EFFECTIVE DATE" shall have the meaning given to it in Clause 5.1.
1.2 INCORPORATION OF DEFINED TERMS
Terms not otherwise defined in this Agreement shall have the same meaning
as set forth in the Original Credit Agreement.
1.3 CLAUSES
(a) In this Agreement any reference to a "Clause" or "Schedule" is,
unless the context otherwise requires, a reference to a Clause or
Schedule of this Agreement.
(b) Clause and Schedule headings are for ease of reference only.
2. REPRESENTATIONS
The Borrower repeats the representations set out in Clause 5
(Representations and Warranties) of the Original Credit Agreement as if
each reference in those
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representations to "this Agreement" includes a reference to (a) this
Agreement and (b) the Amended Agreement.
3. AMENDMENTS
3.1 AMENDMENT OF THE ORIGINAL CREDIT AGREEMENT
With effect from the Effective Date:
3.1.1 the Original Credit Agreement shall be amended as follows:
(a) The definition of "LC Facility Termination Date" shall be
deleted in its entirety and replaced with " "LC FACILITY
TERMINATION DATE" means December 31, 2005."
(b) The definition of "Permitted Terminations" is added to Section
1 in the proper alphabetical order and shall read in its
entirety as follows:
"PERMITTED TERMINATIONS" means the termination of the
following material contracts:
(i) Each of the Surplus Lines Program Administrator
Agreements, dated as of December 28, 2001, between
Allied World Assurance Company (U.S.) Inc., f/k/a
Commercial Underwriters Insurance Company, Newmarket
Underwriters Insurance Company and, as the case may be,
AI Risk Specialists of Missouri, Inc., Eastern Risk
Specialists, Inc., Florida Risk Specialists, Inc.,
Louisiana Risk Specialists, Inc., Michigan Risk
Specialists, Inc., Midwestern Risk Specialists, Inc.,
Nevada Risk Specialists, Inc., New England Risks
Specialists, Inc., Northwestern Risk Specialists, Inc.,
Risk Specialists Companies of Colorado, Inc., Risk
Specialist Company of Minnesota, Inc., Risk Specialist
Company of New Jersey, Inc., Risk Specialist Company of
New York, Inc., Risk Specialist Company of Ohio, Inc.,
Southeastern Risk Specialist, Inc., Southern Risk
Specialist, Inc., and Western Risks Specialists, Inc.,
as amended; and
(ii) Pro Rata Semi-Automatic Facultative Reinsurance
Agreement by and between Allied World Assurance Company
(U.S.), Inc. f/k/a Commercial Underwriters Insurance
Company, Newmarket Underwriters Insurance Company and
Lexington Insurance Company, American Home Assurance
Company of Canada (a branch of American Home Assurance
Company) and Commerce & Industry Insurance Company of
Canada.
(c) Section 5.6 is revised to delete the "." at the end of the
sentence and insert the following phrase in its place:
, other than the Permitted Terminations.
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3.1.2 All references in the Security Agreement to "Credit Agreement" shall
be deemed to be references to "Credit Agreement, as amended or
otherwise modified from time to time".
4. CONTINUITY AND FURTHER ASSURANCE
4.1 CONTINUING OBLIGATIONS
The provisions of the Original Credit Agreement and the Security Agreement
shall, save as amended in this Agreement, continue in full force and
effect.
4.2 FURTHER ASSURANCE
The Borrower shall, at the reasonable request of the Issuer and at its own
expense, do all such acts and such things necessary or desirable to give
effect to the amendments effected or to be effected pursuant to this
Agreement.
5. CONDITIONS AND CONFIRMATIONS
5.1 CONDITIONS PRECEDENT
This Agreement shall not become effective until the day the Issuer
confirms to the Borrower that it has received, in form and substance
satisfactory to it, each of the documents set out in Schedule 2
(Conditions Precedent) (the "EFFECTIVE DATE").
5.2 SECURITY INTEREST CONFIRMATION
5.2.1 The Borrower hereby confirms that the security interest granted to
the Issuer under the Security Agreement shall continue to apply to
the Amended Agreement.
6. FEES, COSTS AND EXPENSES
6.1 EXTENSION FEE
The Borrower shall pay to the Issuer an extension fee of $15,000 (the
"EXTENSION FEE"), to be paid on signing of this Agreement.
6.2 TRANSACTION EXPENSES
The Borrower shall promptly on demand pay the Issuer the amount of all
costs and expenses (including legal fees) reasonably incurred by the
Issuer (up to $10,000) in connection with the negotiation, preparation,
printing and execution of this Agreement and any other documents referred
to in this Agreement.
6.3 ENFORCEMENT COSTS
The Borrower shall, within three Business Days of demand, pay to the
Issuer the amount of all costs and expenses (including legal fees)
reasonably incurred by the Issuer in connection with the enforcement of,
or the preservation of any rights under this Agreement.
6.4 STAMP TAXES
The Borrower shall pay and, within three Business Days of demand,
indemnify the Issuer against any cost, loss or liability that the Issuer
incurs in relation to all stamp duty, registration and other similar Taxes
payable in respect of this Agreement.
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7. MISCELLANEOUS
7.1 INCORPORATION OF TERMS
Clauses 9.4 (Entire Agreement), 9.7 (Severability of Provisions), 9.9
(Choice of Law), 9.10 (Consent to Jurisdiction), 9.11 (Waiver of July
Trial) and 9.12 (Counterparts) of the Original Credit Agreement shall be
incorporated into this Agreement as if set out in full in this Agreement
and as if references in those clauses to "this Agreement" are references
to this Agreement.
7.2 COUNTERPARTS
This Agreement may be executed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single
copy of this Agreement.
THIS AGREEMENT is effective as of the Effective Date.
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SIGNATURES
ALLIED WORLD ASSURANCE COMPANY, LTD.
AS BORROWER
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President & Chief Accounting Officer
BARCLAYS BANK PLC
AS ISSUER
By: /s/ R. Merchant
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Name: R. Merchant
Title: Relationship Director
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