exv10w2






EXHIBIT 10.2




SECOND AMENDMENT TO CREDIT AGREEMENT

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




     This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of
November 30, 2010, is 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 “Original Credit Parties”), ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG, a Swiss
corporation (“Swiss Holdings” and together with the Original Credit Parties, the
“Credit Parties”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION
(successor by merger to Wachovia Bank, National Association, “Wells Fargo”), as
Administrative Agent, L/C Agent and Fronting Bank for the Lenders.



RECITALS




     A. The Original Credit Parties, the several lenders from time to time party 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 by the First Amendment to
Credit Agreement, dated as of February 25, 2010, and as further amended, supplemented, restated or
otherwise modified from time to time, the “Secured Credit Agreement”), pursuant to which
the Lenders have made available to Allied World a secured letter of credit facility for the
issuance of standby letters of credit for the account of Allied World in the aggregate principal
amount of $400,000,000. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Secured Credit Agreement.



     B. Upon receipt of the requisite shareholder and governmental approvals and the satisfaction
or waiver of certain conditions, the Original Credit Parties desire to enter into the following
series of transactions (the “Redomestication Transactions”) pursuant to the Scheme of
Arrangement attached as Annex A to Holding’s definitive proxy statement dated as of October 14,
2010 (the “Scheme of Arrangement”): (i) all outstanding Capital Stock of Holdings shall be
cancelled, (ii) Holdings shall issue new Capital Stock to Swiss Holdings (which will constitute all
of Holdings’ issued Capital Stock at such time), thus becoming a direct Wholly Owned subsidiary of
Swiss Holdings, and (iii) Swiss Holdings shall issue Capital Stock on a one-for-one basis to the
holders of the outstanding Capital Stock of Holdings that has been cancelled.



     C. The Original Credit Parties have requested the consent of the Required Lenders to enter
into the Redomestication Transactions prior to the consummation thereof and to amend the Secured
Credit Agreement effective upon the consummation thereof, all 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




CONSENT



     The Required Lenders hereby consent to the Redomestication Transactions, provided that
the consent set forth herein shall terminate as set forth below upon the earliest to occur of the
following (each, a “Consent Termination Event”): (i) 5:00 p.m. EDT on December 31, 2010,
unless both the Redomestication Transactions shall have been consummated in accordance with the
Scheme of Arrangement and the conditions set forth in Article III hereof have been satisfied by
such time; (ii) the date upon which the board of directors of Holdings, the shareholders of
Holdings or the Supreme Court of Bermuda shall have withdrawn or withheld its approval of the
Redomestication Transactions or qualified or modified such approval in any manner adverse to the
Lenders in any material respect; or (iii) the occurrence or continuance of any Default or Event of
Default prior to the consummation of the Redomestication Transactions. Upon the occurrence of any
Consent Termination Event, the consent set forth in this Article I shall upon written notice of the
Administrative Agent to the Original Credit Parties terminate and be of no further force or effect,
and all rights and remedies of the Administrative Agent and the Lenders under the Secured Credit
Agreement and any other Credit Document with respect to the matters set forth in this Article I
shall, without any further action by any person, automatically be reinstated as if the consent set
forth in this Article I had not become effective. The consent contained in this Article I is a
consent under the Secured Credit Agreement and shall not constitute or be deemed to be a waiver of,
consent to or departure from, any other term or provision in the Secured Credit Agreement, which
shall continue in full force and effect, nor shall this consent constitute a course of dealing
among the parties.



ARTICLE II




AMENDMENTS TO CREDIT AGREEMENT



     2.1 Amendments to the Secured Credit Agreement. Effective upon the consummation of
the Redomestication Transactions, the Secured Credit Agreement is hereby amended as set forth in
the composite conformed copy of the Secured Credit Agreement attached hereto as Exhibit A-1
with the changes indicated as blacklined additions or deletions in the composite conformed copy of
the Secured Credit Agreement attached hereto as Exhibit A-2.



     2.2 Amendments to Exhibits to the Secured Credit Agreement. Effective upon the
consummation of the Redomestication Transactions, Exhibit B (Form of Compliance Certificate) to the
Secured Credit Agreement is hereby deleted in its entirety and replaced with the new Exhibit B to
the Secured Credit Agreement attached hereto as Exhibit B.







 









 








     2.3 Amendments to Schedules to the Credit Agreement. Effective upon the
consummation of the Redomestication Transactions, Schedules 1.1(a)(Commitments and Notice
Addresses), 4.4 (Licenses) and 4.7 (Subsidiaries) to the Secured Credit Agreement are hereby
deleted in their entirety and replaced with the new Schedules 1.1(a), 4.4 and 4.7 to the Secured
Credit Agreement attached hereto as Exhibit C.



ARTICLE III




CONDITIONS OF EFFECTIVENESS



     3.1 The consent set forth in Article I hereof shall become effective as of the date (the
“Consent Effective Date”) when, and only when, the Administrative Agent shall have received
an executed counterpart hereof from each of the Credit Parties and the Required Lenders.



     3.2 The amendments set forth in Article II hereof shall become effective as of the date (the
“Second Amendment Effective Date”) when, and only when, each of the following conditions
precedent shall have been satisfied:



     (a) The Administrative Agent shall have received evidence reasonably satisfactory to it that
the closing of the Redomestication Transactions in accordance with the Scheme of Arrangement has
occurred without any amendment or modification thereto that, in the reasonable determination of the
Administrative Agent, would be adverse in any material respect to the rights or interests of the
Lenders, including without limitation, copies of all court orders and governmental certificates and
orders sanctioning the consummation of the Redomestication Transactions;



     (b) The Administrative Agent shall have received a legal opinion from counsel to the Credit
Parties, in form and substance reasonably satisfactory to the Administrative Agent, addressing such
matters as the Administrative Agent may reasonably request;



     (c) The Administrative Agent shall have received a certificate, signed by a Responsible
Officer of each Credit Party, in form and substance reasonably satisfactory to the Administrative
Agent, certifying that no Default or Event of Default exists, both immediately before and after
giving effect to this Second Amendment;



     (d) The Administrative Agent shall have received a certificate of the secretary, an assistant
secretary or other appropriate officer of Swiss Holdings, in form and substance reasonably
satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and
complete copy of the Articles of Association and all amendments thereto of Swiss Holdings,
certified as of a recent date by the appropriate Governmental Authority of its jurisdiction of
organization, and that the same has not been amended since the date of such certification, and (ii)
that attached thereto is a true and complete copy of resolutions adopted by the board of directors
(or similar governing body) of Swiss Holdings authorizing the execution, delivery and performance
of this Second Amendment and its joinder to the Secured Credit Agreement as a Guarantor, and as to
the incumbency and genuineness of the signature of each officer of Swiss Holdings executing this
Second Amendment or any of the other Credit Documents, and attaching all such copies of the
documents described above;







 









 








     (e) On the Second Amendment Effective Date, the representations and warranties set forth
in Article IV hereof shall be true and correct; and



     (f) 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 Second Amendment (including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Administrative Agent with respect thereto).



ARTICLE IV




REPRESENTATIONS AND WARRANTIES



     Each Credit Party hereby represents and warrants, on and as of the Second 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 Second 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 Second 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, (iii)
no Default or Event of Default shall have occurred and be continuing on the Second Amendment
Effective Date, both immediately before and after giving effect to the Second Amendment and (iv)
the Redomestication Transactions have been consummated in accordance with the terms and conditions
of the Scheme of Arrangement without any waiver, modification or consent thereunder that is adverse
to the Lenders in any material respect and no law or regulation will be applicable, or event will
have occurred, nor will any litigation or investigation be pending or threatened, that could
reasonably be expected to impose materially adverse conditions, or which could reasonably be
expected to have a Material Adverse Effect.



ARTICLE V




ACKNOWLEDGEMENT AND CONFIRMATION



     Each party to this Second Amendment hereby confirms and agrees that, after giving effect to
this Second 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 Second 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









 









 







Second 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 Second Amendment,
and each Credit Party acknowledges that the Administrative Agent and the Lenders would not enter
into this Second Amendment in the absence of the acknowledgement and confirmation contained herein.




     For the avoidance of doubt, each party to this Second Amendment hereby confirms and agrees
that the Closing Date under the Secured Credit Agreement occurred, and all conditions precedent set
forth in Section 3.1 of the Secured Credit Agreement were satisfied, on November 27, 2007.



ARTICLE VI




MISCELLANEOUS



     6.1 Joinder of Swiss Holdings to Secured Credit Agreement. Swiss Holdings agrees to
be bound, from and after the Second Amendment Effective Date, by all of the provisions of the
Secured Credit Agreement and the other Credit Documents specifically applicable to Swiss Holdings
or to a “Guarantor,” and agrees that it shall, on and as of the Second Amendment Effective Date, be
a party to the Secured Credit Agreement, as amended hereby, and a “Guarantor” for all purposes
thereof to the same extent as if originally a party thereto.



     6.2 Governing Law. This Second 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).



     6.3 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 Second 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 Second
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 Second Amendment shall constitute a Credit
Document under the terms of the Secured Credit Agreement.



     6.4 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 Second Amendment and the other Credit Documents delivered in
connection herewith.



     6.5 Severability. To the extent any provision of this Second 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 Second Amendment in any jurisdiction.







 









 








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



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



     6.8 Counterparts; Integration. This Second 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 Second 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.



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



	 	 	 	 	 
	 	ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

 	 
	 	By:  	/s/ Scott A. Carmilani
 	 
	 	 	Name:  	Scott A. Carmilani 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	                         /s/ Joan H. Dillard
 	 
	 	 	Name:  	Joan H. Dillard 	 
	 	 	Title:  	Executive Vice President and Chief Financial
Officer 	 
	 
	 	ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

 	 
	 	By:  	/s/ Joan H. Dillard
 	 
	 	 	Name:  	Joan H. Dillard 	 
	 	 	Title:  	Executive Vice President and Chief Financial
Officer 	 
	 
	 	 	 
	 	By:  	                                      /s/ Marchelle D. Lewis
 	 
	 	 	Name:  	Marchelle D. Lewis 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 	ALLIED WORLD ASSURANCE COMPANY, LTD

 	 
	 	By:  	/s/ Joan H. Dillard
 	 
	 	 	Name:  	Joan H. Dillard 	 
	 	 	Title:  	Executive Vice President and Chief Financial
Officer 	 
	 
	 	 	 
	 	By:  	                                      /s/ Marchelle D. Lewis
 	 
	 	 	Name:  	Marchelle D. Lewis 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 



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SECOND AMENDMENT TO CREDIT AGREEMENT





 









 








	 	 	 	 	 
	LENDERS:                                      	WELLS FARGO BANK, NATIONAL
ASSOCIATION (as successor by merger to
Wachovia Bank, National Association), as the
Administrative Agent, the L/C Agent, a
Fronting Bank and as a Lender

 	 
	 	By:  	/s/ Casey Connelly
 	 
	 	 	Name:  	Casey Connelly 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO

SECOND AMENDMENT TO CREDIT AGREEMENT







 









 








	 	 	 	 	 
	 	Bank of America, N.A.

 	 
	 	By:  	/s/ Brady Fife
 	 
	 	 	Name:  	Brady Fife 	 
	 	 	Title:  	Director 	 
	 
	 	The Bank of N.T. Butterfield & Son Limited

 	 
	 	By:  	/s/ Alan Day
 	 
	 	 	Name:  	Alan Day 	 
	 	 	Title:  	Vice President, Corporate Banking 	 
	 
	 	The Bank of N.T. Butterfield & Son Limited

 	 
	 	By:  	/s/ Daniel McCleary
 	 
	 	 	Name:  	Daniel McCleary 	 
	 	 	Title:  	Vice President, Credit Risk Management 	 
	 
	 	The Bank of New York Mellon, as a Lender

 	 
	 	By:  	/s/ Michael Pensari
 	 
	 	 	Name:  	Michael Pensari 	 
	 	 	Title:  	V.P. 	 
	 
	 	Barclays Bank PLC

 	 
	 	By:  	/s/ Kevin Cullen
 	 
	 	 	Name:  	Kevin Cullen 	 
	 	 	Title:  	Director 	 
	 
	 	Credit Agricole Corporate & Investment Bank

 	 
	 	By:  	/s/ Charles Kornberger
 	 
	 	 	Name:  	Charles Kornberger 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	     /s/ Gina Harth-Cryde
 	 
	 	 	Name:  	Gina Harth-Cryde 	 
	 	 	Title:  	Managing Director 	 
	 



SIGNATURE PAGE TO

SECOND AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	Deutsche Bank AG New York Branch

 	 
	 	By:  	/s/ John S. McGill
 	 
	 	 	Name:  	John S. McGill 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	     /s/ Kathleen Bowers
 	 
	 	 	Name:  	Kathleen Bowers 	 
	 	 	Title:  	Director 	 
	 
	 	ING Bank, N.V., London Branch

 	 
	 	By:  	/s/ N J Marchant
 	 
	 	 	Name:  	N J Marchant 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                       /s/ M E R Sharman
 	 
	 	 	Name:  	M E R Sharman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	JPMorgan Chase Bank, N.A.

 	 
	 	By:  	/s/  Melvin D. Jackson
 	 
	 	 	Name:  	Melvin D. Jackson 	 
	 	 	Title:  	Vice President 	 
	 
	 	Lloyds TSB Bank PLC, as a Lender

 	 
	 	By:  	/s/ Richard Herder
 	 
	 	 	Name:  	Richard Herder 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                    /s/ Morgan Beanland
 	 
	 	 	Name:  	Morgan Beanland 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Suntrust Bank

 	 
	 	By:  	/s/ K. Scott Bazemore
 	 
	 	 	Name:  	K. Scott  Bazemore 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO

SECOND AMENDMENT TO CREDIT AGREEMENT