First Amendment and Waiver to Term Loan Agreement



 Exhibit 10.8 
 EXECUTION COPY 
 FIRST AMENDMENT AND WAIVER 
 (ACE INA Loan Agreement) 
 THIS FIRST
AMENDMENT AND WAIVER dated as of July 10, 2008 (this “Amendment”) amends the Term Loan Agreement dated as of April 1, 2008 (the “Loan Agreement”) among ACE INA Holdings Inc. (the
“Borrower”), ACE Limited (the “Parent”), certain subsidiaries of the Parent, various financial institutions and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the
respective meanings set forth in the Loan Agreement. 
 WHEREAS, the Parent has informed the Administrative Agent that the Parent expects to
re-domesticate to move its place of incorporation from the Cayman Islands to Switzerland; and 
 WHEREAS, the Parent has requested and the
parties have agreed to amend the Loan Agreement in certain respects as more fully set forth below. 
 NOW, THEREFORE, the parties hereto
agree as follows: 
 SECTION 1. Amendments to Loan Agreement. Subject to the conditions set forth in Section 4, the Loan
Agreement is amended as set forth in this Section 1. 
 1.1 Section 2.12 is amended by (a) adding “(a)” immediately
following the title thereof and (b) adding the following new Section (b) at the end thereof: 
 (b) No proceeds of any Advance may
be used directly or indirectly in Switzerland. 
 1.2 Section 5.01(e) is amended by adding the phrase “or if such disclosure would
violate any applicable law” before the period at the end thereof. 
 1.3 The first sentence of Section 9.10(a) is amended by
inserting the phrase “in the Borough of Manhattan” immediately after the phrase “court of the United States of America sitting” therein. 
 1.4 The first sentence of Section 9.10(b) is amended by adding the phrase “sitting in the Borough of Manhattan in New York City” immediately before the period at the end thereof. 
 SECTION 2. Waiver. The Required Lenders waive any Default that may arise under Section 5.01(d) of the Loan Agreement upon the
re-domestication of the Parent to move its place of incorporation from the Cayman Islands to Switzerland in the third or fourth quarter of 2008 (the “Re-domestication”). 
 SECTION 3. Representations and Warranties. The Parent represents and warrants as follows: 
 3.1 Authorization. The execution, delivery and performance by the Parent of this Amendment are within its corporate powers, have been duly
authorised by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or 








 
official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the memorandum of association, articles of
association or by-laws (or any comparable document) of any Loan Party or of any material agreement, judgment, injunction, order, decree or other instrument binding upon any Loan Party or any of its Subsidiaries or result in the creation or
imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries. 
 3.2 Enforceability. This Amendment constitutes a
legal, valid and binding obligation of the Parent enforceable against the Parent in accordance with its terms, subject to bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ rights, the
application of equitable principles, the non-availability of the equitable remedies of specific performance or injunctive relief and, with respect to matters of Swiss law, the limitations and qualifications set forth in the opinion letter referred
to in Section 5 below. 
 3.3 Representations and Warranties; No Default. After giving effect to this Amendment:
(a) each representation and warranty of the Loan Parties contained in Section 4.01 of the Loan Agreement is true and correct on and as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent
any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty was true and correct as of such date) and (b) no Default has occurred and is continuing. 

SECTION 4. Effectiveness of Amendment. This Amendment (including the waiver set forth in Section 2) shall become effective
as of the date set forth above when the Administrative Agent has received counterparts hereof signed by the Required Lenders and the Parent; provided that the amendments set forth in Section 1 shall not become effective until the
occurrence of the Re-domestication. 
 SECTION 5. Post-Closing Requirements. The Parent agrees that it will, within three
Business Days after the effectiveness of the Re-domestication, deliver to the Administrative Agent (a) copies of the constitutional documents of the Parent as in effect after the Re-domestication, certified as being true and correct by an
officer of the Parent; and (b) an opinion letter of Swiss counsel to the Parent substantially in the form of Exhibit A (and the Parent acknowledges and agrees that failure to timely deliver such items shall constitute an Event of
Default). 
 SECTION 6. Continuing Effectiveness, etc. The Parent affirms that after giving effect to the Re-domestication and
the effectiveness of this Amendment, the Loan Agreement, as amended hereby, and each other Loan Document to which any Loan Party is a party will remain in full force and effect and will continue to constitute a legal, valid and binding obligation of
such Loan Party, enforceable against such Loan Party in accordance with its terms. Without limiting the foregoing, the Parent represents and warrants that (a) the Re-domestication will not interrupt the continued corporate existence of the
Parent and (b) all of the assets, property, rights, liabilities and obligations of the Parent immediately prior to the Re-domestication (including all rights, liabilities and obligations of the Parent under the Loan Documents) will continue to
be the assets, property, rights, liabilities and obligations of the Parent after the Re-domestication. 
 SECTION 7.
Miscellaneous. 
 7.1 Effect of Amendment. After the effectiveness hereof, all references to the Loan Agreement set forth in
any other agreement or instrument shall, unless otherwise specifically 

  

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provided, be references to the Loan Agreement as amended hereby. Except as so amended, the Loan Agreement and the other Loan Documents shall remain in full
force and effect in accordance with their respective terms. The Parent agrees that the waiver described in Section 2 is limited to the specific terms thereof and shall not constitute or be deemed a waiver of any other Default or of any
right or remedy arising as a result of any such other Default. 
 7.2 Construction. Headings used herein are for convenience of
reference only and shall not affect the meaning of this Amendment. 
 7.3 Incorporation of Certain Provisions. Sections 1.02, 9.03,
9.06(a), 9.10, 9.11, 9.12 and 9.13 of the Loan Agreement shall apply hereto as if fully set forth herein, mutatis mutandis (it being understood that references therein to “this Agreement” or “the Loan Documents” are
references to this Amendment). 
 7.4 Counterparts. This Amendment may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Delivery to the Administrative Agent of a signed counterpart hereof, or signature page hereto,
by facsimile or e-mail (in a .pdf or similar file) shall be effective as delivery of an original manually-signed counterpart. 
 7.5
Further Assurances. Each Loan Party shall, at the request of the Administrative Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this
Amendment. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly
authorized officers as of the date first above written. 
  

	
	ACE LIMITED
	
	The Common Seal of ACE Limited was hereunto affixed in the presence of:
	
	  

	Robert Cusumano, General Counsel & Secretary
	
	  

	Paul Medini, Chief Accounting Officer


 Signature Page to Amendment to 
 Ace / BofA Loan Agreement 








			
	BANK OF AMERICA, N.A., as Administrative Agent and as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Signature Page to Amendment to 
 Ace / BofA Loan Agreement 








			
	  

	[Type or Print Name of Financial Institution]
		
	By:	 	  

	Name:	 	  

	Title: