EX-10.2



 








CUSTOMER CONTROLS




PLEDGE AGREEMENT



PLEDGE
AGREEMENT, dated as of February 28, 2007, (this “Agreement”) made among Allied World Assurance
Company, Ltd, a company organized and existing under the laws of Bermuda (the “Pledgor”),
and Citibank Europe plc (the “Pledgee”).




     PRELIMINARY STATEMENTS.




	 	(1)	 	The Pledgor and the Pledgee have entered into one or more Master Agreements (as
defined in Annex A) pursuant to which the Pledgee may, from time to time in its sole
discretion, issue for the account of the Pledgor letters of credit or similar or
equivalent instruments (each a “Credit” and, collectively, the
“Credits”).
	 
	 	(2)	 	The Pledgor has agreed to collateralize its obligations to the Pledgee that
result from time to time under each Master Agreement and in respect of the Credits
issued thereunder, whether now existing or from time to time hereafter incurred or
arising, as such obligations are more fully defined in Section 3 of this Agreement as
the Secured Obligations.
	 
	 	(3)	 	The Pledgor and the Pledgee desire to execute and deliver this Agreement for the
purpose of securing the Secured Obligations and subjecting the property hereinafter
described to the Lien of this Agreement as security for the performance of the Secured
Obligations.
	 
	 	(4)	 	The Pledgor has opened account number AWAF00010002 (together with any successor
account opened and maintained for this purpose, the “Account”) with Mellon Bank,
N.A. at its office at One Mellon Bank Centre, Room 151-1570, Pittsburgh, PA 15258-0001,
U.S.A. (“Bank”).






NOW, THEREFORE, in consideration of the premises and in order to induce the Pledgee to enter
into transactions with and to provide services to the Pledgor and its subsidiaries pursuant to
separate agreements or arrangements between such persons and the Pledgee, the parties hereto
hereby agree as follows:




Section 1. Defined Terms. Except as otherwise expressly provided herein, capitalized
terms used herein shall have the meanings assigned to such terms in Annex A.




Section 2. Grant of Security. Subject to and in accordance with the provisions of
this Agreement, the Pledgor hereby assigns, pledges and grants to the Pledgee a first priority
security interest in and a Lien on all of the Pledgor’s right, title and interest, whether now
owned or hereafter acquired, in all of the following (collectively, the “Collateral”):




(i) the Account;




(ii) the Securities and any Instruments or other Financial Assets credited to the
Account or otherwise acquired by the Pledgee in any manner and under its control as
Collateral (the “Pledged Securities”) including, without limitation
Securities of the type and in the aggregate amounts specified in Schedule 1 hereto
and any Securities Account and Security Entitlement in respect of the Account, the
Pledged Securities or any of them;




(iii) all additional Investment Property (including without limitation) Securities,
Security Entitlements, Financial Assets, or other property and all funds, cash or cash
equivalents (together with any applicable Account or



 









 







Securities Account) from time to time (A) received, receivable or otherwise
distributed in respect of or in exchange or substitution for any other Collateral (all
such funds, cash or cash equivalents to be Financial Assets for the purposes of this
Agreement) or (B) otherwise acquired by the Pledgee in any manner and delivered to the
Pledgee or under the control of the Pledgee as Collateral; and




(iv) All proceeds (including, without limitation, cash proceeds) of any or all of the
foregoing, including without limitation, proceeds that constitute property of the
types described in clauses (i), (ii) and (iii) above.




Section 3. Security of Obligations. This Agreement secures the payment of all
obligations of the Pledgor now or hereafter existing under each Master Agreement (including
all contingent obligations with respect to Credit(s) issued by the Pledgee for the Pledgor’s
account) and this Agreement, whether for principal, interest, fees, expenses or otherwise and
the payment of any and all expenses (including reasonable counsel fees and expenses) incurred
by the Pledgee in enforcing any rights under this Agreement (all such obligations being the
“Secured Obligations"). This Agreement is intended to convey to the Pledgee control of
all Security Entitlements in, and the right to direct dispositions of all cash deposits from,
the Account for the purposes of sections 9-106(c) and 9-104(b) of the NYUCC.




Section 4. Delivery of Security Collateral.




	 	(A)	 	On or prior to the date hereof, the Pledgor shall transfer or credit, or cause to
be transferred or credited, all of the Pledged Securities to the Pledgee or to an Account
or a Securities Account under arrangements acceptable to the Pledgee in its sole
discretion. Pledgor shall deliver all other Collateral to the Pledgee or to a Securities
Intermediary subject to the control of the Pledgee under arrangements acceptable to the
Pledgee in its sole discretion. Upon the occurrence and during the continuance of an
Event of Default (as hereafter defined), the Pledgee shall have the right, at any time it
reasonably determines is necessary or desirable to enable the Pledgee to better perfect
or protect the security interests granted hereunder, upon written notice to the Pledgor,
to transfer to or to register in the name of the Pledgee or any of its nominees any or
all of the Collateral.
	 
	 	(B)	 	Upon the occurrence of an Event of Default (“Event of Default” as defined in Section
8(b) below), the Pledgee may require the Pledgor to transfer the Collateral from the
Account to an account at Citibank, N.A. (London, England branch) and to execute a
replacement deposit agreement (in substantially the customary form used by the Pledgee, a
copy of which deposit agreement has been provided to Pledgor) in substitution for this
Agreement.






Section 5. Use of Proceeds. Proceeds that are received in respect of any Collateral
shall be held as cash held as Collateral as provided in Section 2 of this Agreement.




Section 6. Representations and Warranties. The Pledgor represents and warrants as
follows:




(a) The Pledgor is a corporation duly organized and validly existing under the laws of
its incorporation and has all requisite corporate power and authority (including,
without limitation, all governmental licenses, permits and other approvals except
where such failure would not have a material adverse effect on the Pledgor’s
business), to own or lease and operate its properties and to carry on its business as
now conducted and as proposed to be conducted.




(b) The execution, delivery and performance by the Pledgor of this Agreement, and the
consummation of the transactions contemplated hereby, are within the Pledgor’s
corporate powers and have been duly authorized by all necessary corporate action.



 









 






(c) The execution, delivery and performance by the Pledgor of this Agreement and the
consummation of the transactions contemplated hereby, do not (i) violate any provision
of law, rule or regulation applicable to the Pledgor; (ii) conflict with the charter
or bye-laws or substantively similar constitutive documents of the Pledgor; or (iii)
conflict with or result in a breach of, or constitute a default under, or result in
the creation or imposition of any Lien (other than the Lien in favour of the Pledgee
created hereby) upon any of the property or assets of the Pledgor or any of its
subsidiaries, under any indenture, loan agreement, mortgage, deed of trust or other
instrument or agreement to which the Pledgor or any of its subsidiaries may be or
become a party or by which it may be or become bound or to which the property or
assets of the Pledgor of any of its subsidiaries may be or become subject.




(d) No consent of any other Person and no authorization, approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body or
other third party is required either (i) for the grant by the Pledgor of the
assignment and security interest granted hereby, for the pledge by the Pledgor of the
Collateral pursuant hereto or for the execution, delivery or performance of this
Agreement by the Pledgor, (ii) for the perfection or maintenance of the pledge,
assignment and security interest created hereby (including the first priority nature
of such pledge, assignment or security interest) or (iii) for the exercise by the
Pledgee of its rights provided for in this Agreement or the remedies in respect of the
Collateral pursuant to this Agreement, except as may be required in connection with
the disposition of any portion of the Collateral by law affecting the offering and
sale of securities generally or as may be applicable to the Pledgee.




(e) This Agreement has been duly executed and delivered by the Pledgor. This
Agreement constitutes, or when executed and delivered will constitute, the legal,
valid and binding obligation of the Pledgor enforceable against the Pledgor in
accordance with its terms, subject as to enforceability to applicable bankruptcy,
insolvency, and similar laws affecting creditors’ rights generally.




(f) The Pledgor is the legal and beneficial owner of the Collateral and the Pledgor
has and shall at all times have rights in, and good and valid title to, the
Collateral, free and clear of all Liens and “adverse claims” (as such term is defined
in Section 8-102(a)(1) of the NYUCC), save as may have been disclosed by the Pledgor
to the Pledgee in writing prior to the date of this Agreement. Liens in favour of
Citibank, N.A. securing the Pledgor’s reimbursement obligations to Citibank, N.A. in
connection with the issuance of letters of credit shall be deemed to have been
disclosed in writing to the Pledgee.




(g) To the best of the Pledgor’s knowledge, no default has occurred under or with
respect to any Collateral as of the date hereof.




(h) (i) This Agreement and the pledge and assignment of the Collateral pursuant hereto
create a valid security in the Collateral, securing the payment of the Secured
Obligations, (ii) this Agreement and the related Account Control Agreement, dated      , by
and among the Pledgor, the Pledgee and Bank are sufficient to perfect such security
interest, and (iii) assuming the Pledgee has no notice of any Liens or “adverse
claims” (as such terms is defined in Section 8-102(a)(1) of the NYUCC) with respect to
the Collateral, the Pledgee will take the Collateral free and clear of any Liens and
adverse claims.




(i) The Pledgor is subject to civil and commercial law with respect to its obligations
hereunder, and the execution, delivery and performance by the Pledgor of its
obligations under this Agreement constitute private and commercial acts rather than
public or governmental acts. Neither the Pledgor or



 









 







any of its properties has any immunity from jurisdiction of any court or from set-off
or any legal process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) under the laws of its
jurisdiction of organization.




	 	(j)	 	(A) This Agreement is in proper legal form under all applicable
laws of the Pledgor’s jurisdiction of organization for the enforcement thereof
against the Pledgor in accordance with its terms. To ensure the legality,
validity, enforceability or admissibility into evidence of this Agreement it is
not necessary that this Agreement or any other document be filed or recorded with
any governmental authority of the Pledgor’s jurisdiction of organization or that
any stamp or similar tax be paid on or in respect of this Agreement or any other
document delivered pursuant hereto.
	 
	 	(B)	 	It is not necessary (X) in order for the Pledgee to enforce any rights
or remedies under this Agreement or (Y) solely by reason of the execution
delivery and performance of this Agreement by the Pledgee, that the
Pledgee be licensed or qualified with any governmental authority of the
Pledgor’s jurisdiction of organization or be entitled to carry on business
in the Pledgor’s jurisdiction of organization.






(k) The Pledgor shall cause Securities of the type specified in Schedule 1 to be
pledged as Collateral so that at all times the fair market value of such Securities
shall equal or exceed an amount equal to 110% of the aggregate amount of the then
outstanding Credits (the “Required Account Value”); and without limiting the
foregoing, if at any time the Pledgor is not in compliance with the requirements of
this subsection (k), the Pledgor shall forthwith cause additional Securities of the
type specified in Schedule 1 to be held as Collateral pursuant to Section 2 to the
extent required to cause the Pledgor to be in compliance with this subsection (k).



Section 7 Further Assurances.





(a) The Pledgor agrees that from time to time, at the expense of the Pledgor, the
Pledgor will promptly execute and deliver all further Instruments and documents, and
take all further action, that may be necessary or desirable, or that the Pledgee may
reasonably request, in order to continue, perfect and protect any pledge, assignment
or security interest granted or purported to be granted hereby or to enable the
Pledgee to exercise and enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, the Pledgor will
execute and file such financing or continuation statements, or amendments thereto, and
such other Instruments or notices, as may be necessary or desirable, or as the Pledgee
may request, in order to perfect and preserve the pledge, assignment and security
interest granted or purported to be granted hereby.




(b) In making the representations and warranties hereunder, the Pledgor has assumed
that the Pledgee has (or will have within the stipulated time limits (if any))
registered a charge with respect to the Collateral pursuant to Section 55 of the
Bermuda Companies Act of 1981.



Section 8. Distributions.





(a) Other than upon and during the continuance of an Event of Default (as hereinafter
defined), the Pledgor shall be entitled to receive and retain any and all
distributions paid in respect of the Pledged Securities; provided, however, that any
and all:



 









 






(i) distributions paid or payable other than in cash in respect of, and
Instruments, Financial Assets and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any Collateral;
and




(ii) cash paid, payable or otherwise distributed in respect of principal
of, or in redemption of, or in exchange for, any Collateral,




shall be forthwith delivered to the Pledgee to hold as Collateral subject
to the Pledgor’s right to withdraw all Collateral in excess of the
Required Account Value as provided in Section 3 of the Account Control
Agreement and shall, if received by the Pledgor, be received in trust for
the benefit of the Pledgee, be segregated from the other property or funds
of the Pledgor and be forthwith delivered to the Pledgee as Collateral in
the same form as so received (with any necessary endorsement) to the
extent the Collateral is less than the Required Account Value.




(b) For the purposes of this Section 8 and Sections 4 and 14 hereof, the terms
“Events of Default” shall mean a failure of the Pledgor to perform in any
material respect any of its obligations under the Master Agreement or this Agreement,
which failure shall continue unremedied for ten (10) Business Days after written
notice thereof shall have been given by the Pledgee to the Pledgor.




(c) The Pledgee shall execute and deliver (or cause to be executed and delivered) to
the Pledgor all such proxies and other instruments as the Pledgor may reasonably
request for the purpose of enabling the Pledgor to receive the interest payments that
it is authorized to receive and retain pursuant to paragraph (a) above.


Section 9. Transfer and Other Liens. The Pledgor shall not (i) sell, assign or
otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii)
create or suffer to exist any Lien upon or with respect to any of the Collateral, including
any right to give any Entitlement Order with respect to the Collateral, except for the pledge,
assignment and security interest created by this Agreement.



Section 10. Pledgee Appointed Attorney-in-Fact. The Pledgor hereby irrevocably
appoints the Pledgee as the Pledgor’s attorney-in-fact, with full authority upon failure to
perform any of the obligations under the Master Agreement or this Agreement in the place and
stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time to take
any action and to execute any instrument that the Pledgee may deem reasonably necessary or
advisable to accomplish the purposes of this Agreement.



Section 11. Pledgee May Perform. If the Pledgor fails to perform any agreement
contained herein, after receipt of a written request from the Pledgee to do so, the Pledgee
may (but shall have no obligation to) itself perform, or cause performance of, such agreement,
and the reasonable expenses of the Pledgee incurred in connection therewith shall be payable
by the Pledgor under Section 15(b) hereof.



Section 12. The Pledgee’s Duties. The powers conferred on the Pledgee hereunder are
solely to protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody of any Collateral in its possession and
the accounting for moneys actually received by it hereunder, the Pledgee shall have no duty as
to any Collateral, as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the
Pledgee has or is deemed to have knowledge of such matters, or as to the taking of any
necessary steps to preserve rights against any parties or any other rights pertaining to any
Collateral. The Pledgee shall be deemed to have exercised reasonable care in the custody and
preservation of any Collateral in its


 









 






 possession if such Collateral is accorded treatment substantially equal to that which the
Pledgee accords its own property.



Section 13. Security Interest Absolute. The obligations of the Pledgor under this
Agreement are independent of the Secured Obligations and any agreement with respect to the
Secured Obligations, and a separate action or actions may be brought and prosecuted against
the Pledgor to enforce this Agreement, irrespective of whether any action is brought against
the Pledgor or whether the Pledgor is joined in any such action or actions. All rights of the
Pledgee and the pledge, assignment and security interest hereunder, and all obligations of the
Pledgor hereunder, shall be absolute and unconditional, irrespective of:





(a) any lack of validity or enforceability of the Master Agreement or any other
agreement or instrument relating thereto;




(b) any change in the time, manner or place of payment of, or in any other term of,
all or any of the Secured Obligations or any other amendment or waiver of or any
consent to any departure from this Agreement or the Master Agreement, including,
without limitation, any increase in the Secured Obligations;




(c) any taking, exchange, release or non-perfection of any other collateral, or any
taking, release or amendment or waiver of or consent to departure from any guaranty
for all or any of the Secured Obligations;




(d) any manner of application of the Collateral, or proceeds thereof, to all or any of
the Secured Obligations, or any manner of sale or other disposition of any Collateral
for all or any of the Secured Obligations or any other assets of the Pledgor or any of
its subsidiaries;




(e) any change, restructuring or termination of the corporate structure or existence
of the Pledgor or any of its subsidiaries; or




(f) any other circumstance that might otherwise constitute a defense available to, or
a discharge of, the Pledgor or a third party grantor of a security interest.


Section 14. Remedies. If an Event of Default shall occur and be continuing (for the
avoidance of doubt, it being understood that an Event of Default shall only be deemed to have
occurred ten (10) Business Days after written notice thereof is given by the Pledgee as set
out in Section 8(b) above):





(a) The Pledgee may exercise in respect of the Collateral, in addition to other rights
and remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party upon default under the NYUCC and also may without notice
except as specified below, sell the Collateral or any part thereof in one or more
parcels at public or private sale, at any of the Pledgee’s offices or elsewhere, for
cash, on credit or for future delivery, and upon such other terms as the Pledgee may
deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale
shall be required by law, at least ten days’ notice to the Pledgor of the time and
place of any public sale or the time after which any private sale is to be made shall
constitute reasonable notification. The Pledgee shall not be obligated to make any
sale of Collateral regardless of notice of sale having been given. The Pledgee may
adjourn any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned.




(b) All cash proceeds received by the Pledgee in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral may, in the
discretion of the Pledgee, be held by the Pledgee as collateral for, and/or



 









 






then or at any time thereafter applied (after payment of any amounts payable to the
Pledgee pursuant to Section 15) in whole or in part by the Pledgee against all or any
part of the Secured Obligations in such order as the Pledgee shall elect. Any surplus
of such cash or cash proceeds held by the Pledgee and remaining after payment in full
of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may
be lawfully entitled to receive such surplus.




(c) The Pledgee may, without notice to the Pledgor, except as required by law and at
any time or from time to time, charge, set-off and otherwise apply all or any part of
the Secured Obligations against the Collateral or any part thereof.




Section 15. Indemnity and Expenses.




(a) The Pledgor agrees to indemnify the Pledgee and its affiliates and its officers,
directors, employees, agents, attorneys and advisors from and against any and all
claims, damages, losses and liabilities growing out of or resulting from this
Agreement (including, without limitation, enforcement of this Agreement), except
claims, damages, losses or liabilities resulting from the Pledgee’s gross negligence
or wilful misconduct.




(b) The Pledgor will upon demand pay to the Pledgee the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel and of
any experts and agents that the Pledgee may incur in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use or operation of,
or the sale of, collection from or other realization upon, any of the Collateral,
(iii) the exercise or enforcement (whether through negotiations, legal proceedings or
otherwise) of any of the rights of the Pledgee hereunder or (iv) the failure by the
Pledgor to perform or observe any of the provisions hereof.




Section 16. Amendments; Waivers; Etc. No amendment or waiver of any provision of this
Agreement, and no consent to any departure by the Pledgor herefor, shall in any event be
effective unless the same shall be in writing and signed by the Pledgee, and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for
which given. No failure on the part of the Pledgee to exercise, and no delay in exercising
any right hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the exercise of
any other right.




Section 17. Addresses for Notices. All notices and other communications provided for
hereunder shall be in writing (including facsimile, telecopier, telegraphic, telex or cable
communication) and, mailed, faxed, telegraphed, telecopied, telexed, cabled or delivered if to
the Pledgor at 27 Richmond Road, Pembroke HM08 Hamilton, Bermuda, Telephone: 001 441 278 5400
Facsimile: 001 441 296 3428, or, as to either party, at such other address as shall be
designated by such party in a written notice to each other party complying as to delivery with
the terms of this Section 17. All such notices and communications shall, when mailed, faxed,
telecopied, telegraphed or telexed, be effective five (5) Business Days after deposit in the
mail, or when faxed, telecopied, delivered to the telegraph company or confirmed by telex
answerback, respectively, except that notices and communications to the Pledgee shall not be
effective until received by the Pledgee. Delivery by facsimile or telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or of any Exhibit
hereto to be executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.


Section 18. Continuing Security Interest; Assignments. This Agreement shall create a
continuing security interest in the Collateral and shall (a) remain in full force and effect until
the payment in full in cash of the Secured Obligations, (b) be binding upon the Pledgor and the
Pledgee and their respective successors and permitted assigns and (c) inure, together with the
rights and remedies of the Pledgee and its respective successors, transferees and


 









 






assigns. Without limiting the generality of the foregoing clause (c), the Pledgee may assign or
otherwise transfer to any other Person all or any portion of its rights and obligations under this
Agreement, and such other Person shall thereupon become vested with all the benefits in respect
thereof granted to the Pledgee herein or otherwise. The Pledgor will, at its own expense, make,
execute, endorse, acknowledge, file and/or deliver to the Pledgee such confirmatory assignments,
conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports
and other assurances or instruments and take such further steps related to the Collateral and other
property or rights covered by the security interest hereby granted, which the Pledgee deems
reasonably advisable to perfect, preserve or protect its security interest in the Collateral,
including any actions which may be required or advisable as a result of any amendment or supplement
to applicable laws, including the NYUCC.





Section 19. Release and Termination. Upon the later of the payment in full in cash of
the Secured Obligations or any termination as provided in the Master Agreement, the pledge,
assignment and security interest granted hereby shall terminate and all rights to the
Collateral shall revert to the Pledgor. Upon any such termination, the Pledgee will, at the
Pledgor’s expense execute and deliver to the Pledgor such documents as the Pledgor shall
reasonably request to evidence such termination.




Section 20. Governing Law; Terms. This Agreement shall be governed by and construed in
accordance with the laws of the state of New York, except to the extent that the validity or
perfection of the security interest hereunder in respect of any particular collateral is
mandatorily governed by the laws of a jurisdiction other than the state of New York, in which
case the laws of such other jurisdiction shall govern such matters.




Section 21. Jurisdiction, Venue.




(a) The Pledgor hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of any New York State or federal court (to
the extent such court has subject matter jurisdiction) sitting in New York City and
any appellate court from any thereof in any action or proceeding arising out of or
relating to this Agreement or for the recognition and enforcement of any judgment, and
the Pledgor hereby irrevocably and unconditionally agrees that all claims in respect
of such action or proceeding may be heard and determined in such New York State court
or in such federal court. The Pledgor hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. The Pledgor hereto
irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement
in any New York State or federal court. The Pledgor hereby irrevocably waives, to the
fullest extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court. The Pledgor irrevocably
consents to the service of any and all process in any such action or proceeding by the
mailing of copies of such process to such Pledgor at its address specified in Section
17. The Pledgor agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by applicable law.




(b) Nothing in this Section 21 shall affect the right of the Pledgee to serve legal
process in any other manner permitted by applicable law or affect any right which the
Pledgee would otherwise have to bring any action or proceeding against the Pledgor or
its property in the courts of any other jurisdiction.




(c) To the extent that the Pledgor has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of



 









 









execution, execution or otherwise) with respect to itself or its property, the
Pledgor, to the extent permitted by law hereby irrevocably waives such immunity in
respect of its obligations under this Agreement and, without limiting the generality
of the foregoing, agrees that the waiver set forth in this subsection (c) shall have
the fullest scope permitted under the United States Foreign Sovereign Immunities Act
of 1976, as amended, and are intended to be irrevocable for purposes of such Act.




SECTION 22. WAIVER OF JURY TRIAL. EACH OF THE PLEDGOR AND THE PLEDGEE HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT,
THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PLEDGEE IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.




Section 23. Execution in Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed counterpart of
this Agreement.




Section 24. Severability. If any term or provision of this Agreement is or shall
become illegal, invalid or unenforceable in any jurisdiction, all other terms and provisions
of this Agreement shall remain legal, valid and enforceable in such jurisdiction and such
illegal, invalid or unenforceable provision shall be legal, valid and enforceable in any other
jurisdiction.




Section 25. Termination of Prior Agreement. The parties agree that any prior pledge
agreement with respect to the Collateral is terminated as of the effective date of this
Agreement.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.



ALLIED WORLD ASSURANCE COMPANY, LTD





	 	 	 	 	 	 	 	 	 
	BY:  /s/
Marchelle D. Lewis           


	 	 /s/ Joan H. Dillard
 


	 	 
	Name: Title:	 	MARCHELLE LEWIS
V.P. &
TREASURER
 

	 	JOAN H. DILLARD
S.V.P. & CHIEF FINANCIAL
OFFICER
 

 
	 	 
	 
	CITIBANK
EUROPE PLC

	 	 	 	 	 	 
	 
	BY:  /s/
Mary O’Neill                     
 
Name:  MARY O’NEILL

	 	 	 	 
 

 
	 	 
	Title:

	 	 
 

	 	 	 	  

 
	 	 















 









 








ANNEX A




CERTAIN DEFINED TERMS



Capitalized terms used herein shall have the respective meanings ascribed to them below:



“Business Day” means a day (other than a Saturday or Sunday) on which the banks are generally
open for business in London.



“Collateral” has the meaning specified therefor in Section 2 hereof.



“Entitlement Holder” means a Person that (i) is an “entitlement holder” as defined in Section
8-102(a)(7) of the NYUCC (except in respect of a Book-entry Security); and (ii) in respect of
any book-entry Security, is an “entitlement holder” as defined in 31 C.F.R. §357.2 (or, as
applicable to such book-entry Security, the corresponding Federal Book-Entry Regulations
governing such book-entry Security) which, to the extent required or permitted by the Federal
Book-Entry Regulations, is also an “entitlement holder” as defined in Section 8-102(a)(7) of
the NYUCC.



“Entitlement Order” shall have the meaning set forth in Section 8-102(a)(8) of the NYUCC and
shall include, without limitation, any notice or related instructions from the Pledgee
directing the transfer or redemption of the Collateral or any part thereof.



“Federal Book-Entry Regulations” means the federal regulations contained in Subpart B
(“Treasury/Reserve Automated Debt Entry System (TRADES)” governing book-entry securities
consisting of United States Treasury securities, U.S. Treasury bonds, notes and bills) and
Subpart D (“Additional Provisions”) of 31 C.F.R. Part 357, 31 C.F.R. § 357.10 through §357.14
and §357.41 through §357.44 (including related defined terms in 31 C.F.R. §357.2), as amended
by regulations published at 61 Fed. Reg. 43626 (August 23, 1996) and as amended by an
subsequent regulations.



“Master Agreement” means each agreement (as from time to time amended, varied
supplemented, novated or assigned) between the Pledgor (or by any person for or on behalf of
the Pledgor) and the Pledgee, pursuant to which the Pledgee has established, maintained,
amended, renewed or substituted or arranged for the establishment, maintenance, amendment,
renewal or substitution of a Credit



“Lien” means any mortgage, pledge, attachment, lien, charge, claim, encumbrance, lease or
security interest, easement, right of first or last refusal, right of first offer or other
option or contingent purchase right.



“NYUCC” means the Uniform Commercial Code from time to time in effect in the State of New
York.



“Person” means any individual, corporation, partnership, joint venture, foundation,
association, joint-stock company, trust, unincorporated organization, government or any
political subdivision thereof or any agency or instrumentality of any thereof.



“Secured Obligations” has the meaning specified therefor in Section 3 hereof.



“Secured Intermediary” means a Person that (i) is a “securities intermediary” as defined in
Section 8-102(a)(14) of the NYUCC and (ii) in respect of any U.S. Government Obligations, is
also a “securities intermediary” as defined in 31 C.F.R. §357.2.



“Security Control” means “control” as defined in Section 9-115(1)(e) of the NYUCC.



“Security Entitlement” means (i) security entitlement” as defined in Section 8-102(a)(17) of
the NYUCC (except in respect of a U.S. Government Obligation); and (ii) in respect


 









 






 of any U.S. Government Obligation, a “security entitlement” as defined in 31 C.F.R. §357.2
which, to the extent required or permitted by the Federal Book-Entry Regulations, is also a
“security entitlement” as defined in Section 8-102(a)(17) of the NYUCC.



“STRIPS” shall have the meaning thereof set forth in Section 357.2 of the Federal Book-Entry
Regulations.



“U.S. Government Obligations” means all of the United States Treasury securities (including
STRIPS) maintained in the commercial book-entry system entitled Treasury/Reserve Automated
Debt Entry System (“TRADES”) pursuant to the Federal Book-Entry Regulations or pursuant to a
successor system.



(b) NYUCC Terms. Terms defined or referenced in the NYUCC and not otherwise defined or
referenced herein are used herein as therein defined or referenced. In particular, the
following terms are used herein as defined or referenced in the respective NYUCC sections
indicated below: “Account”: Section 9-106; “Entitlement Order”: Section 8-102(a)(8);
“Financial Asset”: Section 8-102(a)(9); “Instrument”: Section 9-105(I)(i); “Investment
Property”: Section 9-115(1)(f); “Person”: Section 1-201(30); “Securities Account”: Section
8-501(a); “Security”: Section 8-102(a)(15).