EX-10.2






Exhibit 10.2




FIRST AMENDMENT TO CREDIT AGREEMENT

($400,000,000 SECURED LETTER OF CREDIT FACILITY)




This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), is dated as of
February 25, 2010, and entered into by and among ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD, an
exempted company incorporated in Bermuda (“Holdings”), ALLIED WORLD ASSURANCE COMPANY, LTD,
an exempted company incorporated in Bermuda (“Allied World,” and together with Holdings,
the “Credit Parties”), the Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION
(“Wachovia”), as Administrative Agent, L/C Agent and Fronting Bank for the Lenders.



RECITALS




A. The Credit Parties, the several lenders from time to time parties thereto (the
“Lenders”), the Administrative Agent and Bank of America, N.A., as Syndication Agent, are
party to the Credit Agreement dated as of November 27, 2007 (as amended, supplemented, restated and
modified from time to time, the “Secured Credit Agreement”). Capitalized terms used herein
without definition shall have the meanings given to them in the Secured Credit Agreement.



B. The Credit Parties have requested certain amendments to the Secured Credit Agreement and
the Administrative Agent and the Required Lenders have agreed to make such amendments on the terms
and conditions set forth herein.



STATEMENT OF AGREEMENT




NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT




1.1 Amendments to Section 1.1 (Defined Terms).



(a) The following definitions are hereby added to Section 1.1 of the Secured Credit Agreement
in appropriate alphabetical order:



“Designated Lender” means any Lender that is either a Defaulting Lender
or a Downgraded Lender.



“Downgraded Lender” means any Lender that has a non-credit enhanced
senior unsecured debt rating below A- or A3 from S&P or Moody’s, respectively.



“First Amendment” shall mean the First Amendment to Credit Agreement,
dated as of February 25, 2010, among the Credit Parties, the Lenders party thereto,
and the Administrative Agent.



“First Amendment Effective Date” shall mean the date upon which the
conditions to the effectiveness of the First Amendment set forth in Article II
thereof are satisfied or waived in accordance with their terms.



“LIBOR Rate” means, with respect to each Reimbursement Obligation for a
particular Letter of Credit, an interest rate per annum obtained by dividing (i) (y)
the rate of interest (rounded upward, if necessary, to the nearest 1/16 of one
percentage point) appearing on Reuters Screen LIBOR01 (or any successor page) or (z)
if no such rate is available, the rate of interest determined by the Administrative
Agent to be the rate or the arithmetic mean of rates (rounded upward, if necessary,
to the nearest 1/16 of one percentage point) at which Dollar deposits in immediately
available funds are offered to first-tier banks in the London interbank Eurodollar
market for a period of one month, by (ii) (A) if there is any Lender which at the
time of determination is subject to the Reserve Requirement, an amount equal to 1.00
minus the Reserve Requirement (expressed as a decimal) or (B) if there is no such
Lender at the time of determination, 1.00. If Reuters no longer reports the LIBOR
Rate, the Administrative Agent may select a reasonable replacement index or
replacement page, as the case may be, reasonably acceptable to Holdings for
determination of the rate under clause (i) above.



“Net Termination Obligations” means, in respect of any one or more
Hedge Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Hedge Agreements, (a) for any date on or after
the date such Hedge Agreement have been closed out and termination obligations(s)
determined in accordance therewith, such termination obligation(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Hedge Agreements, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Hedge Agreements, reputable pricing agent or custodian bank (which
may include a Lender or any Affiliate of a Lender).



“Reserve Requirement” means, with respect to any date of determination,
the reserve percentage (expressed as a decimal and rounded upwards, if necessary, to
the next higher 1/100th of 1%) in effect from time to time during such
Interest Period, as provided by the Federal Reserve Board, applied for determining
the maximum reserve requirements (including basic, supplemental, marginal and
emergency reserves) applicable to the Administrative Agent under Regulation D with
respect to “Eurocurrency liabilities” within the meaning of Regulation D, or under
any similar or successor regulation with respect to Eurocurrency liabilities or
Eurocurrency funding.



(b) The following definitions in Section 1.1 of the Secured Credit Agreement are hereby
amended and restated in their entirety as follows:



“Base Rate” means the highest of (i) the per annum interest rate
publicly announced from time to time by Wachovia in Charlotte, North Carolina, to be
its prime rate (which may not necessarily be its lowest or best lending rate), as
adjusted to conform to changes as of the opening of business on the date of any such
change in such prime rate, (ii) the Federal Funds Rate plus 0.5% per annum, as
adjusted to conform to changes as of the opening of business on the date of any such
change in the Federal Funds Rate and (iii) the LIBOR Rate for an interest period of
one month plus 1.00%.



“Defaulting Lender” means any Lender that (i) has refused to fund, or
otherwise defaulted in the funding of, its Ratable Share of (A) any drawing made on
any Syndicated Letter of Credit or (B) any participation interest in any
Participated Letter of Credit in accordance with the terms hereof, (ii) has notified
the Credit Parties, the Administrative Agent, an Issuing Bank or any Fronting Bank
in writing that it does not intend to comply with any or all of its funding
obligations under this Agreement or has made a public statement to the effect that
it does not intend to comply with any or all of its funding obligations under this
Agreement or generally under other agreements in which it commits to extend credit,
(iii) has failed, within three Business Days after receipt of a written request from
the Administrative Agent to confirm that it will comply with the terms of this
Agreement relating to its obligation to fund prospective drawings on or
participations in Letters of Credit, (iv) has failed to pay to the Administrative
Agent, any Fronting Bank or any Lender when due an amount owed by such Lender
pursuant to the terms of this Agreement, unless such amount is subject to a good
faith dispute, or (v) (a) has been deemed, become or is insolvent or is the
Subsidiary of a Person that has been deemed, become or is insolvent or (b) has
become the subject of a proceeding under the Bankruptcy Code or under any other
applicable Debtor Relief Laws, or has had a receiver, conservator, trustee,
custodian or similar official appointed for it or any substantial part of its
property, or has taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment or is a Subsidiary
of a Person that has become the subject of a proceeding under the Bankruptcy Code or
under any other applicable Debtor Relief Laws, or has had a receiver, conservator,
trustee, custodian or similar official appointed for it or any substantial part of
its property, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment.



“Hedge Agreement” means any interest rate, credit default or foreign
currency rate swap, future, cap, collar, hedge, forward rate or other similar
agreement or arrangement (including any option to enter into any of the foregoing)
designed to protect against fluctuations in interest rates, credit spreads or
currency exchange rates.



(c) Clause (x) in the definition of “Indebtedness” is hereby amended and restated in its
entirety as follows:




“(x) the Net Termination Obligations of such Person under any Hedge Agreements,”



1.2 Amendments to Section 2.4 (Conditions Precedent to the Issuance of Letters of
Credit). Section 2.4(ix) is hereby amended and restated in its entirety as follows:



“(ix) with respect to the issuance of a Participated Letter of Credit or the
fronting for a Non-NAIC Lender in respect of a Syndicated Letter of Credit pursuant
to Section 2.1(h), a default of any Lender’s obligations to fund under Section
2.2(e) exists or any Lender is at such time a Designated Lender, unless the
applicable Fronting Bank has entered into satisfactory arrangements with the
Borrowers or such Lender to eliminate the applicable Fronting Bank’s risk with
respect to such Lender.”



1.3 Amendments to Section 7.1 (Fundamental Changes). Section 7.1 is hereby amended
and restated in its entirety as follows:



“Section 7.1 Fundamental Changes. Except as permitted under Section
7.4, such Credit Party will not, and will not permit or cause any of its
Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation,
merger or other combination, or agree to do any of the foregoing; provided,
however, (i) that any such Credit Party or any Subsidiary may merge into or
consolidate with any other Person so long as (y) the surviving corporation is a
Credit Party or a Wholly Owned Subsidiary of any Credit Party (and in any event, if
any Credit Party is a party to such merger or consolidation, the surviving
corporation shall be a Credit Party, it being understood and agreed that in the case
of a merger or consolidation between a Subsidiary of Holdings with Holdings, the
survivor corporation of such merger or consolidation shall be Holdings), and (z)
immediately after giving effect thereto, no Default or Event of Default would occur
or exist and (ii) any Subsidiary may liquidate, wind up or dissolve if (x) such
Subsidiary owns no more than a nominal amount of assets, has no more than a nominal
amount of liabilities and does not actively conduct, transact or otherwise engage in
any business or operations and (y) such liquidation, winding up or dissolution is
not materially disadvantageous to the Lenders.”



1.4 Amendment to Section 7.2 (Indebtedness). Clause (viii) of Section 7.2 of the
Secured Credit Agreement is hereby amended and restated in its entirety as follows:



“(viii) obligations (contingent or otherwise) existing or arising under any
Hedge Agreement entered into by such Person in the ordinary course of business for
the purpose of protecting against fluctuations in interest rates, credit spreads or
currency exchange rates and not for purposes of speculation or taking a ‘market
view’;”



1.5 Amendments to Section 7.3 (Liens). Section 7.3 of the Secured Credit Agreement is
hereby amended by deleting the word “and” at the conclusion of clause (v) and substituting therefor
a comma, renumbering the existing clause (vi) as clause (vii), and adding a new clause (vi) to read
as follows:



“(vi) Liens on cash or other investment assets not at any time exceeding
$265,000,000 securing Indebtedness permitted under Section 7.2(viii); and”



1.6 Amendments to Section 8.1 (Events of Default). Section 8.1(f) of the Secured
Credit Agreement is hereby amended by deleting the words “net termination obligation” in clause (z)
therein and substituting therefor the words “Net Termination Obligation”.



ARTICLE II

CONDITIONS OF EFFECTIVENESS




This First Amendment shall become effective as of the date (the “First Amendment Effective
Date”) when, and only when, each of the following conditions precedent shall have been
satisfied:




	 	(a)	 	The Administrative Agent shall have received, dated as of the First Amendment
Effective Date, an executed counterpart hereof from each of the Credit Parties and the
Required Lenders;






	 	(b)	 	On the First Amendment Effective Date, the representations and warranties set
forth in Article III hereof shall be true and correct; and






	 	(c)	 	The Credit Parties shall have paid all reasonable out-of-pocket costs and
expenses of the Administrative Agent in connection with the preparation, negotiation,
execution and delivery of this First Amendment (including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with
respect thereto).





ARTICLE III

REPRESENTATIONS AND WARRANTIES




Each Credit Party hereby represents and warrants, on and as of the First Amendment Effective
Date, that (i) the representations and warranties contained in the Secured Credit Agreement and the
other Credit Documents qualified as to materiality are true and correct and those not so qualified
are true and correct in all material respects, both immediately before and after giving effect to
this First Amendment (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 is true and
correct (if qualified as to materiality) or true and correct in all material respects (if not so
qualified), in each case only on and as of such specific date), (ii) this First Amendment has been
duly authorized, executed and delivered by such Credit Party and constitutes the legal, valid and
binding obligation of such Credit Party enforceable against it in accordance with its terms and
(iii) no Default or Event of Default shall have occurred and be continuing on the First Amendment
Effective Date, both immediately before and after giving effect to the First Amendment.



ARTICLE IV

ACKNOWLEDGEMENT AND CONFIRMATION




Each party to this First Amendment hereby confirms and agrees that, after giving effect to
this First Amendment, and except as expressly amended hereby, the Secured Credit Agreement and the
other Credit Documents to which it is a party remain in full force and effect and enforceable
against such party in accordance with their respective terms and shall not be discharged,
diminished, limited or otherwise affected in any respect. Each Credit Party represents and
warrants to the Lenders that as of the First Amendment Effective Date it has no knowledge of any
claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit
Documents, or if such Credit Party has any such claims, counterclaims, offsets, or defenses to the
Credit Documents or any transaction related to the Credit Documents, the same are hereby waived,
relinquished, and released in consideration of the execution of this First Amendment. This
acknowledgement and confirmation by each Credit Party is made and delivered to induce the
Administrative Agent and the Lenders to enter into this First Amendment, and each Credit Party
acknowledges that the Administrative Agent and the Lenders would not enter into this First
Amendment in the absence of the acknowledgement and confirmation contained herein.



ARTICLE V

MISCELLANEOUS




5.1 Governing Law. This First Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York (including Sections 5-1401 and 5-1402
of the New York General Obligations Law, but excluding all other choice of law and conflicts of law
rules).



5.2 Credit Document. As used in the Secured Credit Agreement, “hereinafter,”
“hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean
the Secured Credit Agreement after amendment by this First Amendment. Any reference to the Secured
Credit Agreement or any of the other Credit Documents herein or in any such documents shall refer
to the Secured Credit Agreement and Credit Documents as amended hereby. This First Amendment is
limited to the matters expressly set forth herein, and shall not constitute or be deemed to
constitute an amendment, modification or waiver of any provision of the Secured Credit Agreement
except as expressly set forth herein. This First Amendment shall constitute a Credit Document
under the terms of the Secured Credit Agreement.



5.3 Expenses. The Credit Parties shall (i) pay all reasonable fees and expenses of
counsel to the Administrative Agent, and (ii) reimburse the Administrative Agent for all reasonable
out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation,
execution and delivery of this First Amendment and the other Credit Documents delivered in
connection herewith.



5.4 Severability. To the extent any provision of this First Amendment is prohibited
by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective
only to the extent of such prohibition or invalidity and only in any such jurisdiction, without
prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of
this First Amendment in any jurisdiction.



5.5 Successors and Assigns. This First Amendment shall be binding upon, inure to the
benefit of and be enforceable by the respective successors and permitted assigns of the parties
hereto.



5.6 Construction. The headings of the various sections and subsections of this First
Amendment have been inserted for convenience only and shall not in any way affect the meaning or
construction of any of the provisions hereof.



5.7 Counterparts; Integration. This First Amendment may be executed and delivered via
facsimile or electronic mail with the same force and effect as if an original were executed and may
be signed in any number of counterparts, each of which shall be an original, with the same effect
as if the signatures hereto were upon the same instrument. This First Amendment constitutes the
entire contract among the parties hereto with respect to the subject matter hereof and supersedes
any and all prior agreements and understandings, oral or written, relating to the subject matter
hereof.



IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed
by their duly authorized officers as of the date first above written.




ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD



	 	 	 
	By:

Name:

Title:

	 	/s/ Joan H. Dillard

Joan H. Dillard

E.V.P. and Chief Financial Officer
	
 
	 	 
	By:

Name:

Title:

	 	/s/ Marchelle D. Lewis

Marchelle Lewis

V.P. and Treasurer
	
 
	 	 







	 	 	ALLIED WORLD ASSURANCE COMPANY, LTD





	 	 	 
	By:

Name:

Title:

	 	/s/ Joan H. Dillard

Joan H. Dillard

E.V.P. and Chief Financial Officer
	
 
	 	 
	By:

Name:

Title:

	 	/s/ Marchelle D. Lewis

Marchelle Lewis

V.P. and Treasurer
	
 
	 	 







	 	 	 





LENDERS: WACHOVIA BANK, NATIONAL




ASSOCIATION, as the Administrative Agent, the
L/C Agent, a Fronting Bank and as a Lender



By: /s/ William R. Goley

Name: Willian R. Goley

Title: Director




Wachovia Bank , National Association




	 	 	 	JPMORGAN CHASE BANK, N.A.





By: /s/ Melvin D. Jackson

Name: Melvin D. Jackson

Title: V.P.





SUNTRUST BANK



By: /s/ William Christensen

Name: William Christensen

Title: Director





Credit Agricole Corporate & Investment Bank



By: /s/ Charlie Kornberger

Name: Charlie Kornberger

Title: Managing Director




By: /s/ Gina Harth-Cryde

Name: Gina Harth-Cryde

Title: Managing Director




ING BANK N.V., LONDON BRANCH



By: /s/ N J Marchant

Name: N J Marchant

Title: Director




By: /s/ M E R Sherman

Name: M E R Sherman

Title: Managing Director




Bank of America, N.A.



By: /s/ Brady Fife

Name: Brady Fife

Title: Director




BARCLAYS BANK PLC



By: /s/ Nicholas A. Bell

Name: Nicholas A. Bell

Title: Director




Lloyds TSB Bank plc



By: /s/ Morgan Beanland

Name: Morgan Beanland

Title: SVP FI B033




By: /s/ Shane Klein

Name: Shane Klein

Title: SVP FI K042




The Governor and Company of the Bank of Ireland, as Lender



By: /s/ K Rockett /s/ A Donovan

Name: K Rockett            A Donovan

Title: Senior Manager Manager




 The Bank of N.T. Butterfield & Son Limited



By: /s/ Alan Day

Name: Alan Day

Title: Vice President




By: /s/ Curtis Ballantyne

Name: Curtis Ballantyne

Title: Senior Vice President