EX-10.2



 





Exhibit 10.2







 







CREDIT AGREEMENT




among




ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD,

and

ALLIED WORLD ASSURANCE COMPANY, LTD,




The LENDERS Party Hereto,




BANK OF AMERICA, N.A,

as Syndication Agent




and




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Fronting Bank and L/C Agent




$400,000,000 Secured Letter of Credit Facility




BANC OF AMERICA SECURITIES LLC

and

WACHOVIA CAPITAL MARKETS, LLC,

as Joint Lead Arrangers and Joint Bookrunners




Dated as of November 27, 2007







 




 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 	 	 
	Section 1.1
	 	Defined Terms	 	 	1	 
	Section 1.2
	 	Accounting Terms; GAAP and SAP	 	 	21	 
	Section 1.3
	 	Other Terms; Construction	 	 	22	 
	Section 1.4
	 	Exchange Rates; Currency Equivalents	 	 	22	 
	Section 1.5
	 	Redenomination of Certain Foreign Currencies and Computation of Dollar Amounts	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 
	 	 	 	 	 	 
	LETTERS OF CREDIT

	 
	 	 	 	 	 	 
	Section 2.1
	 	Syndicated Letters of Credit	 	 	23	 
	Section 2.2
	 	Participated Letters of Credit	 	 	27	 
	Section 2.3
	 	Existing Letters of Credit	 	 	31	 
	Section 2.4
	 	Conditions Precedent to the Issuance of Letters of Credit	 	 	31	 
	Section 2.5
	 	Obligations Absolute	 	 	32	 
	Section 2.6
	 	Interest	 	 	33	 
	Section 2.7
	 	Interest Rate Determination	 	 	33	 
	Section 2.8
	 	Collateralization of Letters of Credit	 	 	33	 
	Section 2.9
	 	Use of Letters of Credit	 	 	35	 
	Section 2.10
	 	Termination and Reduction of Commitments	 	 	35	 
	Section 2.11
	 	Fees	 	 	35	 
	Section 2.12
	 	Method of Payments; Computations; Apportionment of Payments	 	 	36	 
	Section 2.13
	 	Recovery of Payments	 	 	37	 
	Section 2.14
	 	Pro Rata Treatment; Several Obligations of Lenders	 	 	38	 
	Section 2.15
	 	Increased Costs; Change in Circumstances; Illegality	 	 	39	 
	Section 2.16
	 	Taxes	 	 	40	 
	Section 2.17
	 	Replacement Lenders	 	 	43	 
	Section 2.18
	 	Increase in Commitments	 	 	44	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 
	 	 	 	 	 	 
	CONDITIONS PRECEDENT

	 
	 	 	 	 	 	 
	Section 3.1
	 	Conditions Precedent to the Closing Date	 	 	46	 
	Section 3.2
	 	Conditions Precedent to All Credit Extensions	 	 	49	 






 i   









 






	 	 	 	 	 	 	 
	 
	 	 	 	Page
	ARTICLE IV

	 
	 	 	 	 	 	 
	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 	 	 
	Section 4.1
	 	Organization and Power	 	 	50	 
	Section 4.2
	 	Authorization; Enforceability	 	 	50	 
	Section 4.3
	 	No Violation	 	 	50	 
	Section 4.4
	 	Governmental and Third-Party Authorization; Permits	 	 	51	 
	Section 4.5
	 	Litigation	 	 	51	 
	Section 4.6
	 	Taxes	 	 	51	 
	Section 4.7
	 	Subsidiaries	 	 	52	 
	Section 4.8
	 	Full Disclosure	 	 	52	 
	Section 4.9
	 	Absence of Default	 	 	53	 
	Section 4.10
	 	Ownership of Property; Liens	 	 	53	 
	Section 4.11
	 	No Material Adverse Effect	 	 	53	 
	Section 4.12
	 	Financial Matters	 	 	53	 
	Section 4.13
	 	ERISA	 	 	54	 
	Section 4.14
	 	Environmental Matters	 	 	55	 
	Section 4.15
	 	Compliance with Laws	 	 	55	 
	Section 4.16
	 	Regulated Industries	 	 	55	 
	Section 4.17
	 	Insurance	 	 	55	 
	Section 4.18
	 	OFAC; PATRIOT Act	 	 	55	 
	Section 4.19
	 	Security Documents	 	 	56	 
	Section 4.20
	 	Status under Bermuda Law	 	 	56	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 
	 	 	 	 	 	 
	AFFIRMATIVE COVENANTS

	 
	 	 	 	 	 	 
	Section 5.1
	 	GAAP Financial Statements	 	 	57	 
	Section 5.2
	 	Statutory Financial Statements	 	 	58	 
	Section 5.3
	 	Other Business and Financial Information	 	 	58	 
	Section 5.4
	 	Corporate Existence; Franchises; Maintenance of Properties	 	 	60	 
	Section 5.5
	 	Compliance with Laws	 	 	61	 
	Section 5.6
	 	Payment of Obligations	 	 	61	 
	Section 5.7
	 	Insurance	 	 	61	 
	Section 5.8
	 	Maintenance of Books and Records; Inspection	 	 	61	 
	Section 5.9
	 	Dividends	 	 	62	 
	Section 5.10
	 	OFAC; PATRIOT Act Compliance	 	 	62	 
	Section 5.11
	 	Collateral	 	 	62	 
	Section 5.12
	 	Further Assurances	 	 	63	 
	Section 5.13
	 	Use of Proceeds	 	 	63	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 	 	 
	FINANCIAL COVENANTS

	 
	 	 	 	 	 	 
	Section 6.1
	 	Maximum Consolidated Indebtedness to Total Capitalization	 	 	63	 






ii  









 






	 	 	 	 	 	 	 
	 
	 	 	 	Page
	 
	Section 6.2
	 	Minimum Financial Strength Rating	 	 	63	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 	 	 
	NEGATIVE COVENANTS

	 
	 	 	 	 	 	 
	Section 7.1
	 	Fundamental Changes	 	 	64	 
	Section 7.2
	 	Indebtedness	 	 	64	 
	Section 7.3
	 	Liens	 	 	65	 
	Section 7.4
	 	Disposition of Assets	 	 	66	 
	Section 7.5
	 	Transactions with Affiliates	 	 	67	 
	Section 7.6
	 	Restricted Payments	 	 	67	 
	Section 7.7
	 	Lines of Business	 	 	67	 
	Section 7.8
	 	Fiscal Year	 	 	68	 
	Section 7.9
	 	Accounting Changes	 	 	68	 
	Section 7.10
	 	Limitation on Certain Restrictions	 	 	68	 
	Section 7.11
	 	Private Act	 	 	68	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 	 	 
	EVENTS OF DEFAULT

	 
	 	 	 	 	 	 
	Section 8.1
	 	Events of Default	 	 	68	 
	Section 8.2
	 	Remedies; Termination of
Commitments, Acceleration, Etc.	 	 	71	 
	Section 8.3
	 	Remedies; Set Off	 	 	72	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 	 	 
	THE ADMINISTRATIVE AGENT

	 
	 	 	 	 	 	 
	Section 9.1
	 	Appointment and Authority	 	 	72	 
	Section 9.2
	 	Rights as a Lender	 	 	72	 
	Section 9.3
	 	Exculpatory Provisions	 	 	73	 
	Section 9.4
	 	Reliance by Administrative Agent	 	 	73	 
	Section 9.5
	 	Delegation of Duties	 	 	74	 
	Section 9.6
	 	Resignation of Administrative Agent	 	 	74	 
	Section 9.7
	 	Non-Reliance on Administrative Agent and Other Lenders	 	 	75	 
	Section 9.8
	 	No Other Duties, Etc.	 	 	75	 
	Section 9.9
	 	Collateral and Guaranty Matters	 	 	75	 
	Section 9.10
	 	The L/C Agent and the Fronting Banks	 	 	76	 
	 
	 	 	 	 	 	 
	ARTICLE X

	 
	 	 	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 	 	 
	Section 10.1
	 	Expenses; Indemnity; Damage Waiver	 	 	76	 
	Section 10.2
	 	Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process	 	 	77	 






iii  









 







	 	 	 	 	 	 	 
	 
	 	 	 	Page
	 
	Section 10.3
	 	Waiver of Jury Trial	 	 	79	 
	Section 10.4
	 	Notices; Effectiveness; Electronic Communication	 	 	79	 
	Section 10.5
	 	Amendments, Waivers, etc.	 	 	81	 
	Section 10.6
	 	Successors and Assigns	 	 	82	 
	Section 10.7
	 	No Waiver	 	 	85	 
	Section 10.8
	 	Survival	 	 	86	 
	Section 10.9
	 	Severability	 	 	86	 
	Section 10.10
	 	Construction	 	 	86	 
	Section 10.11
	 	Confidentiality	 	 	86	 
	Section 10.12
	 	Judgment Currency	 	 	87	 
	Section 10.13
	 	Counterparts; Integration; Effectiveness	 	 	88	 
	Section 10.14
	 	Disclosure of Information	 	 	88	 
	Section 10.15
	 	USA PATRIOT Act Notice	 	 	88	 
	 
	 	 	 	 	 	 
	ARTICLE XI

	 
	 	 	 	 	 	 
	THE GUARANTY

	 
	 	 	 	 	 	 
	Section 11.1
	 	The Guaranty	 	 	88	 
	Section 11.2
	 	Guaranty Unconditional	 	 	89	 
	Section 11.3
	 	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	 	 	89	 
	Section 11.4
	 	Waiver by the Guarantor	 	 	90	 
	Section 11.5
	 	Subrogation	 	 	90	 
	Section 11.6
	 	Stay of Acceleration	 	 	90	 
	Section 11.7
	 	Continuing Guaranty; Assignments	 	 	90	 






iv  









 






	 	 	 	 	 
	 	 	EXHIBITS	 	 
	Exhibit A-1

	 	Form of Syndicated Letter of Credit
	 	 
	Exhibit A-2

	 	Form of Participated Letter of Credit	 	 
	Exhibit B

	 	Form of Compliance Certificate	 	 
	Exhibit C

	 	Form of Assignment and Assumption	 	 
	Exhibit D

	 	Form of Pledge and Security Agreement	 	 
	Exhibit E-1

	 	Form of Opinion of Kelley Drye & Warren LLP	 	 
	Exhibit E-2

	 	Form of Opinion of Appleby	 	 
	Exhibit F

	 	Form of Collateral Base Report	 	 






	 	 	 
	SCHEDULES

	Schedule 1.1(a)

	 	Commitments and Notice Addresses
	Schedule 1.1(b)

	 	Collateral Base
	Schedule 2.3

	 	Existing Letters of Credit
	Schedule 4.4

	 	Licenses
	Schedule 4.7

	 	Subsidiaries
	Schedule 7.2

	 	Indebtedness
	Schedule 7.3

	 	Liens






v  









 






CREDIT AGREEMENT




     THIS CREDIT AGREEMENT, dated as of November 27, 2007, is made 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, BANK OF
AMERICA, N.A., as Syndication Agent for the Lenders and WACHOVIA BANK, NATIONAL ASSOCIATION
(“Wachovia”), as Administrative Agent, L/C Agent and Fronting Bank for the Lenders.



RECITALS




     The Credit Parties have requested that the Lenders make 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.



     The Lenders are willing to make available to Allied World the letter of credit facility
provided for herein subject to and on the terms and conditions set forth in this Agreement.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual provisions, covenants and agreements herein
contained, the parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Defined Terms. For purposes of this Agreement, in addition to the terms
defined elsewhere herein, the following terms shall have the meanings set forth below (such
meanings to be equally applicable to the singular and plural forms thereof):



     “Account Control Agreement” means each control agreement among a Custodian, the
Administrative Agent and Allied World, each in form and substance reasonably satisfactory to the
Administrative Agent, as amended, restated, modified or supplemented from time to time.



     “Acquisition” means any transaction or series of related transactions, consummated on
or after the date hereof, by which any Credit Party directly, or indirectly through one or more
Subsidiaries, (i) acquires any going business, division thereof or line of business, or all or
substantially all of the assets, of any Person, whether through purchase of assets, amalgamation,
merger or otherwise, or (ii) acquires securities or other ownership interests of any Person having
at least a majority of combined voting power of the then outstanding securities or other ownership
interests of such Person.



     “Additional Lender” has the meaning given to such term in Section 2.18(a).



 









 





     “Administrative Agent” means Wachovia, in its capacity as Administrative Agent
appointed under Section 9.1, and its successors and permitted assigns in such capacity.



     “Administrative Questionnaire” means, with respect to each Lender, the administrative
questionnaire in the form submitted to such Lender by the Administrative Agent.



     “Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified. Notwithstanding the foregoing, none of the Administrative
Agent, the L/C Agent, any Fronting Bank nor any Lender shall be deemed an “Affiliate” of any Credit
Party.



     “Aggregate Commitments” means the Commitments of all the Lenders.



     “Agreement” means this Credit Agreement, as amended, restated, modified or
supplemented from time to time.



     “Annual Statement” means, with respect to any Insurance Subsidiary for any fiscal
year, the annual financial statements of such Insurance Subsidiary as required to be filed with the
Insurance Regulatory Authority of its jurisdiction of domicile and in accordance with the laws of
such jurisdiction, together with all exhibits, schedules, certificates and actuarial opinions
required to be filed or delivered therewith.



     “Applicable Currency” shall mean, with respect to any Letter of Credit, Dollars or the
Foreign Currency in which the Stated Amount of such Letter of Credit is denominated.



     “Approved Fund” means any Fund that is administered or managed by (i) a Lender,
(ii) an Affiliate of a Lender, or (iii) a Person (or an Affiliate of a Person) that administers or
manages a Lender.



     “Assignment and Assumption” means an Assignment and Assumption entered into by a
Lender and an Eligible Assignee (with the consent of any Person whose consent is required by
Section 10.6(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit C
or any other form approved by the Administrative Agent.



     “Authorized Officer” means, with respect to any action specified herein to be taken by
or on behalf of any Credit Party, any officer of such Credit Party duly authorized by resolution of
the board of directors or other governing body of such Credit Party to take such action on its
behalf, and whose signature and incumbency shall have been certified to the Administrative Agent by
the secretary or an assistant secretary of such Credit Party.



     “Availability Period” means the period from and including the Closing Date to the
Commitment Termination Date.



     “Bankruptcy Code” means 11 U.S.C. §§101 et seq., as amended from time to time, and any
successor statute.



2









 





     “Bankruptcy Event” means the occurrence of an Event of Default pursuant to Section
8.1(g) or Section 8.1(h).



     “Base Rate” means the higher 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, and (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.



     “Business Day” means (i) any day other than a Saturday or Sunday, a legal holiday or a
day on which commercial banks in Charlotte, North Carolina, New York, New York or Bermuda are
authorized or required by law to be closed, (ii) if such day relates to the issuance of or payment
under any Letter of Credit denominated in Pounds Sterling (or any notice with respect thereto),
that is also a day on which commercial banks and the foreign exchange market settle payments in
London, England, (iii) if such day relates to the issuance of or payment under any Letter of Credit
denominated in Euros (or any notice with respect thereto), that is also a TARGET Day and/or (iv) if
such day relates to the issuance of or payment under any Letter of Credit denominated in Canadian
Dollars, that is also a day on which banks are open for dealings in deposits in Canadian Dollars in
Toronto, Canada.



     “Canadian Dollars” means the Currency of Canada.



     “Capital Lease” means, with respect to any Person, any lease of property (whether
real, personal or mixed) by such Person as lessee that is or is required to be, in accordance with
GAAP, recorded as a capital lease on such Person’s balance sheet.



     “Capital Lease Obligations” means, with respect to any Person, the obligations of such
Person to pay rent or other amounts under any Capital Lease, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.



     “Capital Stock” means (i) with respect to any Person that is a corporation, any and
all shares, interests or equivalents in capital stock (whether voting or nonvoting, and whether
common or preferred) of such corporation and (ii) with respect to any Person that is not a
corporation, any and all partnership, membership, limited liability company or other equity
interests of such Person.



     “Cash Collateral Account” has the meaning given to such term in Section 2.8(a).



     “Cash Equivalents” means (i) securities issued or unconditionally guaranteed or
insured by the United States of America or any agency or instrumentality thereof, backed by the
full faith and credit of the United States of America and maturing within one year from the date of
acquisition, (ii) commercial paper issued by any Person, maturing within 270 days from the date of
acquisition and, at the time of acquisition, having a rating of at least A-1 or the equivalent
thereof by Standard & Poor’s or at least P-1 or the equivalent thereof by Moody’s, (iii) bankers’
acceptances, time deposits and certificates of deposit maturing within 270 days from the date of
issuance and issued by a bank or trust company organized under the laws of the United States of
America or any state thereof (y) that has combined capital and surplus of at least $500,000,000



3









 




or (z) that has (or is a subsidiary of a bank holding company that has) a long-term unsecured
debt rating of at least A or the equivalent thereof by Standard & Poor’s or at least A2 or the
equivalent thereof by Moody’s, (iv) repurchase obligations with a term not exceeding thirty (30)
days with respect to underlying securities of the types described in clause (i) above entered into
with any bank or trust company meeting the qualifications specified in clause (iii) above, and
(v) money market funds at least 95% of the assets of which are continuously invested in securities
of the foregoing types.




     “Change in Law” means the occurrence, after the Closing Date, of any of the following:
(i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any
law, rule, regulation or treaty or in the administration, interpretation or application thereof by
any Governmental Authority or (iii) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.



     “Claims” has the meaning given to such term in the definition of “Environmental
Claims”.



     “Closing Date” has the meaning given to such term in Section 3.1.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
successor statute, and all rules and regulations from time to time promulgated thereunder.



     “Collateral” has the meaning given to such term in the Security Agreement.



     “Collateral Base” means for any Business Day as of which it is being calculated, the
amount equal to the aggregate fair market value (or, as to cash, the amount thereof) of each item
of Eligible Collateral held in a Custodial Account of Allied World multiplied by the Eligible
Percentage for such Eligible Collateral as set forth on Schedule 1.1(b), in each case as of the
close of business on the immediately preceding Business Day or, if such amount is not determinable
as of the close of business on such immediately preceding Business Day, as of the close of business
on the most recent Business Day on which such amount is determinable, which Business Day shall be
not more than two (2) Business Days prior to the Business Day as of which the Collateral Base is
being calculated; provided that the calculation of the Collateral Base shall be further
subject to the terms and conditions set forth on Schedule 1.1(b); and provided further that
(i) no Eligible Collateral (including cash) shall be included in the calculation of the Collateral
Base unless the Administrative Agent has a first priority perfected Lien on and security interest
in such Eligible Collateral pursuant to the Security Documents and (ii) no Eligible Collateral
which is subject to a securities lending arrangement shall be included in a Collateral Base.



     “Collateral Base Report” has the meaning specified in Section 5.11(c).



     “Commitment” means, with respect to any Lender at any time, the commitment of such
Lender to issue and/or participate in Letters of Credit in an aggregate principal Dollar Amount at
any time outstanding up to the amount set forth opposite such Lender’s name on Schedule 1.1(a)
under the caption “Commitment”, or, if such Lender has entered into one or more Assignment
and Assumptions, the aggregate principal Dollar Amount set forth for such Lender at such time in
the Register maintained by the Administrative Agent pursuant to Section 10.6(c) as such



4









 




Lender’s “Commitment,” as such amount may be reduced, increased or terminated at or
prior to such time pursuant to the terms hereof.




     “Commitment Fee” has the meaning given to such term in Section 2.11(b).



     “Commitment Increase” has the meaning given to such term in Section 2.18(a).



     “Commitment Increase Date” has the meaning given to such term in Section 2.18(c).



     “Commitment Letter” means the commitment letter from the Joint Arrangers to Holdings,
dated October 18, 2007, as amended, modified, restated or supplemented from time to time.



     “Commitment Termination Date” means the Maturity Date or such earlier date of
termination of the Commitments pursuant to Section 2.10 or Section 8.2.



     “Compliance Certificate” means a fully completed and duly executed certificate in the
form of Exhibit B, together with a Covenant Compliance Worksheet.



     “Consolidated Indebtedness” means, at any time, the aggregate (without duplication) of
all Indebtedness of Holdings and its Subsidiaries (whether or not reflected on the balance sheet of
Holdings or any of its Subsidiaries), determined on a consolidated basis in accordance with GAAP,
and for the avoidance of doubt shall not include (i) obligations in respect of undrawn letters of
credit, and (ii) the obligations of Holdings or any of its Subsidiaries under any Hybrid Equity
Securities to the extent that the total book value of such Hybrid Equity Securities does not exceed
15% of Total Capitalization.



     “Consolidated Net Income” means, for any period, Net Income for Holdings and its
Subsidiaries for such period and as reflected on the consolidated financial statements of Holdings
and its Subsidiaries determined on a consolidated basis in accordance with GAAP.



     “Consolidated Net Worth” means, at any time, the consolidated shareholders’ equity of
Holdings and its Subsidiaries determined in accordance with GAAP and as reflected on the
consolidated financial statements of Holdings and its Subsidiaries (i) excluding accumulated other
comprehensive income (loss) (including any such income (loss) arising from adjustments pursuant to
Statement No. 115 of the Financial Accounting Standards Board of the United States of America) and
(ii) excluding any Disqualified Capital Stock.



     “Control” means, with respect to any Person, the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise; and the terms
“Controlled” and “Controlling” have correlative meanings.



     “Covenant Compliance Worksheet” means a fully completed worksheet in the form of
Attachment A to Exhibit B.



     “Credit Documents” means this Agreement, the Letter of Credit Documents, the Security
Agreement, all of the other Security Documents, the provisions of the Commitment Letter regarding
the payment of fees that expressly survive the termination thereof (including Annex B



5









 




thereto), and all other agreements, instruments, documents and certificates now or hereafter
executed and delivered to the Administrative Agent or any Lender by or on behalf of any Credit
Party with respect to this Agreement, in each case as amended, modified, supplemented or restated
from time to time.




     “Credit Extension” means the Issuance of any Letter of Credit.



     “Credit Party” has the meaning given to such term in the introductory paragraph of
this Agreement, and “Credit Parties” means all of the foregoing.



     “Currency” means the lawful currency of any country.



     “Custodial Account” means each custodial, brokerage or similar account of Allied World
maintained by a Custodian as a “securities account” within the meaning of Section 8-501(a) of the
Uniform Commercial Code for Allied World as the “entitlement holder” within the meaning of Section
8-102(7) of the Uniform Commercial Code pursuant to a Custodial Agreement, on which (and on the
contents of which) a Lien has been granted as security for the Obligations.



     “Custodial Agreement” means each custodial or similar agreement between Allied World
and a Custodian, pursuant to which one or more Custodial Accounts are maintained, in each case as
amended, restated, modified or supplemented from time to time.



     “Custodian” means Mellon Bank, N.A. and each other bank, financial institution, broker
or other securities intermediary reasonably acceptable to the Administrative Agent that maintains a
Custodial Account (in its capacity as custodian thereof), in each case including any sub-custodian.



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, Part XIII of the
Companies Act 1981 of Bermuda, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief laws of the United States, Bermuda or other applicable jurisdictions or of
any Insurance Regulatory Authority from time to time in effect and affecting the rights of
creditors generally.



     “Default” means any event or condition that, with the passage of time or giving of
notice, or both, would constitute an Event of Default.



     “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 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 Credit Agreement,
unless such amount is subject to a good faith dispute, or (iii) has been deemed insolvent or has
become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar
official, and such refusal has not been withdrawn or such default has not been cured within three
(3) Business Days.



     “Deloitte” means Deloitte & Touche.



6









 





     “Disqualified Capital Stock” means, with respect to any Person, any Capital Stock of
such Person that, by its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event or otherwise, (i) matures or is
mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking
fund obligation or otherwise, (ii) is redeemable or subject to any mandatory repurchase requirement
at the sole option of the holder thereof, or (iii) is convertible into or exchangeable for (whether
at the option of the issuer or the holder thereof) (a) debt securities or (b) any Capital Stock
referred to in (i) or (ii) above, in each case under (i), (ii) or (iii) above at any time on or
prior to the first anniversary of the L/C Maturity Date; provided, however, that
only the portion of Capital Stock that so matures or is mandatorily redeemable, is so redeemable at
the option of the holder thereof, or is so convertible or exchangeable on or prior to such date
shall be deemed to be Disqualified Capital Stock.



     “Dollar Amount” shall mean (i) with respect to Dollars or an amount denominated in
Dollars, such amount, and (ii) with respect to an amount of Foreign Currency or an amount
denominated in a Foreign Currency, the equivalent of such amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Spot Rate (determined with respect to the
most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency.



     “Dollars” or “$” means dollars of the United States of America.



     “Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an
Approved Fund, and (iv) any other Person (other than a natural person) approved by (y) the
Administrative Agent and the Fronting Banks and (z) unless a Default or Event of Default has
occurred and is continuing, Holdings (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not
include Holdings or any of its Affiliates or Subsidiaries.



     “Eligible Collateral” means cash and the other obligations and investments fitting
within a category specified on Schedule 1.1(b).



     “Eligible Percentage” means, for any category of Eligible Collateral, the percentage
set forth opposite such category of Eligible Collateral specified on Schedule 1.1(b) and, in each
case, subject to original term to maturity criteria set forth therein.



     “Environmental Claims” means any and all administrative, regulatory or judicial
actions, suits, written notices of noncompliance or violation, investigations by any Governmental
Authority or proceedings (collectively, “Claims”) relating in any way to any actual or
alleged violation of or liability under any Environmental Law by Holdings or any of its
Subsidiaries in respect of the conduct of their business or the ownership and/or operation of their
respective properties, including (i) any and all Claims by Governmental Authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law and (ii) any and all Claims by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief resulting from any
alleged injury or threat of injury to human health or the environment arising from exposure to, or
the release or threatened release of, any Hazardous Substances.



7









 





     “Environmental Laws” means any and all federal, state, local and foreign laws,
statutes, ordinances, rules, regulations, permits, licenses, approvals, rules of common law and
orders of Governmental Authorities, relating to the protection of human health, occupational safety
with respect to exposure to Hazardous Substances, or the environment, now or hereafter in effect,
and in each case as amended from time to time, including requirements pertaining to the
manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling,
reporting, licensing, permitting, investigation or remediation of Hazardous Substances.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any successor statute, and all rules and regulations from time to time
promulgated thereunder.



     “ERISA Affiliate” means any Person (including any trade or business, whether or not
incorporated) deemed to be under “common control” with, or a member of the same “controlled
group” as, Holdings or any of its Subsidiaries, within the meaning of Sections 414(b), (c), (m)
or (o) of the Code or Section 4001 of ERISA.



     “ERISA Event” means any of the following with respect to a Plan or Multiemployer Plan,
as applicable: (i) a Reportable Event, (ii) a complete or partial withdrawal by Holdings or any
ERISA Affiliate from a Multiemployer Plan that results in liability under Section 4201 or 4204 of
ERISA, or the receipt by Holdings or any ERISA Affiliate of notice from a Multiemployer Plan that
it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends
to terminate or has terminated under Section 4041A of ERISA, (iii) the distribution by Holdings or
any ERISA Affiliate under Section 4041 or 4041A of ERISA of a notice of intent to terminate any
Plan or the taking of any action to terminate any Plan, (iv) the commencement of proceedings by the
PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan, or the receipt by Holdings or any ERISA Affiliate of a notice from any
Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer
Plan, (v) the institution of a proceeding by any fiduciary of any Multiemployer Plan against
Holdings or any ERISA Affiliate to enforce Section 515 of ERISA, which is not dismissed within
thirty (30) days, (vi) the imposition upon Holdings or any ERISA Affiliate of any liability under
Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
or the imposition or threatened imposition of any Lien upon any assets of Holdings or any ERISA
Affiliate as a result of any alleged failure to comply with the Code or ERISA in respect of any
Plan, (vii) the engaging in or otherwise becoming liable for a nonexempt Prohibited Transaction by
Holdings or any ERISA Affiliate, (viii) a violation of the applicable requirements of Section 404
or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the Code by any fiduciary of
any Plan for which Holdings or any of its ERISA Affiliates may be directly or indirectly liable or
(ix) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or
Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan
is a part if Holdings or an ERISA Affiliate fails to timely provide security to such Plan in
accordance with the provisions of such sections.



     “Euro” means the single Currency of Participating Member States of the European Union.



8









 





     “Event of Default” has the meaning given to such term in Section 8.1.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, and any successor statute, and all rules and regulations from time to time promulgated
thereunder.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any
Fronting Bank or any other recipient of any payment to be made by or on account of any obligation
of any Credit Party hereunder, (i) any taxes imposed on or measured by its overall net income
(however denominated), and any franchise taxes and other similar taxes imposed on it (in lieu of
taxes imposed on or measured by overall net income), by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable Lending Office is located,
(ii) any branch profits taxes imposed by the United States or any similar taxes imposed by any
other jurisdiction in which any Credit Party is located, (iii) in the case of a Foreign Lender
(other than an assignee pursuant to a request by Holdings under Section 2.17(a)), any withholding
tax or deduction of tax that is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to
such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply
with Section 2.16(e), except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to receive additional
amounts from the Credit Parties with respect to such withholding tax or deduction of tax pursuant
to Section 2.16(a).



     “Existing Letters of Credit” means those letters of credit set forth on Schedule 2.3
and continued under this Agreement pursuant to Section 2.3.



     “Federal Funds Rate” means, for any period, a fluctuating per annum interest rate
(rounded upwards, if necessary, to the nearest 1/100 of one percentage point) equal for each day
during such period to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day,
the average of the quotations for such day on such transactions received by the Administrative
Agent from three federal funds brokers of recognized standing selected by the Administrative Agent.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System or
any successor thereto.



     “Final Expiry Date” means the date when the Maturity Date has occurred, all Letters of
Credit have expired or terminated and all Obligations owing hereunder and in the other Credit
Documents have been paid in full.



     “Financial Officer” means, with respect to Holdings, the chief financial officer, vice
president – finance, principal accounting officer or treasurer of Holdings.





9












 





     “Financial Strength Rating” means the financial strength rating issued with respect to
any Insurance Subsidiary by A.M. Best Company (or its successor).



     “Foreign Currency” means, at any time, (i) Pounds Sterling, (ii) Euros or (iii)
Canadian Dollars.



     “Foreign Currency Equivalent” shall mean, with respect to an amount of Dollars or an
amount denominated in Dollars, the equivalent of such amount in the applicable Foreign Currency as
determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in
respect of the most recent Revaluation Date) for the purchase of such Foreign Currency with
Dollars.



     “Foreign Currency Sublimit” means $100,000,000.00.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
outside the United States.



     “Foreign Pension Plan” means any plan, fund (including any superannuation fund) or
other similar program established or maintained outside the United States of America by Holdings or
any one or more of its Subsidiaries primarily for the benefit of employees of Holdings or such
Subsidiaries residing outside the United States of America, which plan, fund or other similar
program provides, or results in, retirement income, a deferral of income in contemplation of
retirement or payments to be made upon termination of employment, and which plan is not subject to
ERISA or the Code.



     “Fronting Bank” means, in its capacity as an issuer of Participated Letters of Credit
and in its capacity as a fronting bank on behalf of any Non-NAIC Lender pursuant to Section 2.1(h),
(i) Wachovia, (ii) and any other Lender reasonably acceptable to the Administrative Agent which is
requested by Allied World, and which agrees in its sole discretion in writing, to Issue
Participated Letters of Credit or be a fronting bank on behalf of any Non-NAIC Lender pursuant to
Section 2.1(h), and (iii) with respect to the Existing Letters of Credit, Barclays Bank plc, in
each case together with their respective successors and permitted assigns in such capacity.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.



     “GAAP” means generally accepted accounting principles in the United States of America,
consistently applied and maintained in effect from time to time (subject to the provisions of
Section 1.2).



     “Governmental Authority” means the government of the United States of America, Bermuda
or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the
European Central Bank).



10









 





     “Guarantor” means Holdings in its capacity as a Guarantor under Article XI.



     “Guaranty” means the undertakings by Holdings under Article XI.



     “Guaranty Obligation” means, with respect to any Person, at the time of determination,
any direct or indirect liability of such Person with respect to any Indebtedness, liability or
other obligation (the “primary obligation”) of another Person (the “primary
obligor”), whether or not contingent, (i) to purchase, repurchase or otherwise acquire such
primary obligation or any property constituting direct or indirect security therefor, (ii) to
advance or provide funds (x) for the payment or discharge of any such primary obligation or (y) to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net
worth or solvency or any balance sheet item, level of income or financial condition of the primary
obligor (including keep well agreements, maintenance agreements, comfort letters or similar
agreements or arrangements), (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of the primary obligor
in respect thereof to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss or failure or inability to perform
in respect thereof; provided, however, that, with respect to Holdings and its
Subsidiaries, the term Guaranty Obligation shall not include endorsements for collection or deposit
in the ordinary course of business. The amount of any Guaranty Obligation of any guaranteeing
Person hereunder shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guaranty Obligation is made
and (b) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms
of the instrument embodying such Guaranty Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing Person may be liable are not stated or determinable, in
which case the amount of such Guaranty Obligation shall be such guaranteeing Person’s maximum
reasonably anticipated liability in respect thereof as determined by such guaranteeing Person in
good faith.



     “Hazardous Substance” means any substance or material meeting any one or more of the
following criteria: (i) it is designated as a hazardous waste, hazardous substance, hazardous
material, pollutant, contaminant or toxic substance under any Environmental Law, (ii) it is toxic,
explosive, corrosive, ignitable, infectious, radioactive, mutagenic or otherwise hazardous to human
health or the environment and is or becomes regulated under any Environmental Law, or (iii) it is
or contains, without limiting the foregoing, asbestos, polychlorinated biphenyls, urea formaldehyde
foam insulation, petroleum hydrocarbons, petroleum derived substances or wastes, crude oil, nuclear
fuel, natural gas or synthetic gas.



     “Hedge Agreement” means any interest or foreign currency rate swap, cap, collar,
option, hedge, forward rate or other similar agreement or arrangement designed to protect against
fluctuations in interest rates or currency exchange rates.



     “Historical Statutory Statements” has the meaning given to such term in Section
4.12(b).



     “Holdings” has the meaning given to such term in the introductory paragraph of this
Agreement.



11









 





     “Hybrid Equity Securities” shall mean any hybrid preferred securities consisting of
trust preferred securities, deferrable interest subordinated debt securities, mandatory convertible
debt or other hybrid securities that are shown on the consolidated financial statements of Holdings
as liabilities and (i) treated as equity by Standard & Poor’s, and (ii) that, by its terms (or by
the terms of any security into which it is convertible for or which it is exchangeable) or upon the
happening of any event or otherwise, does not mature or is not mandatorily redeemable or is not
subject to any mandatory repurchase requirement, at any time on or prior to the date which is six
months after the L/C Maturity Date.



     “Increasing Lender” has the meaning given to such term in Section 2.18(a).



     “Indebtedness” means, with respect to any Person, at the time of determination
(without duplication), (i) all obligations of such Person for borrowed money, (ii) all obligations
of such Person evidenced by notes, bonds, debentures or similar instruments, or upon which interest
payments are customarily made, (iii) the maximum stated or face amount of all surety bonds, letters
of credit and bankers’ acceptances issued or created for the account of such Person and, without
duplication, all drafts drawn thereunder (to the extent unreimbursed), (iv) all obligations of such
Person to pay the deferred purchase price of property or services (excluding trade payables and
similar obligations incurred in the ordinary course of business and not more than 60 days past
due), (v) all indebtedness created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person, (vi) all Capital Lease Obligations of
such Person, (vii) all Disqualified Capital Stock issued by such Person, with the amount of
Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its
voluntary or involuntary liquidation preference and its maximum fixed repurchase price, (viii) the
principal balance outstanding and owing by such Person under any synthetic lease, tax retention
operating lease or similar off-balance sheet financing product, (ix) all Guaranty Obligations of
such Person with respect to Indebtedness of another Person, (x) the net termination obligations of
such Person under any Hedge Agreements, calculated as of the applicable measurement date as if such
agreement or arrangement were terminated as of such date, and (xi) all indebtedness of the types
referred to in clauses (i) through (x) above (A) of any partnership or unincorporated joint venture
in which such Person is a general partner or joint venturer to the extent such Person is liable
therefor or (B) secured by any Lien on any property or asset owned or held by such Person
regardless of whether or not the indebtedness secured thereby shall have been incurred or assumed
by such Person or is nonrecourse to the credit of such Person, the amount thereof being equal to
the value of the property or assets subject to such Lien; provided that Indebtedness shall
not include obligations with respect to Primary Policies and Reinsurance Agreements which are
entered into in the ordinary course of business.



     “Indemnified Taxes” means Taxes (including, for the avoidance of doubt, Other Taxes)
other than Excluded Taxes.



     “Indemnitee” has the meaning given to such term in Section 10.1(b).



     “Insurance Regulatory Authority” means, with respect to any Insurance Subsidiary, the
insurance department or similar Governmental Authority charged with regulating insurance companies
or insurance holding companies, in its jurisdiction of domicile and, to the extent that



12









 




it has regulatory authority over such Insurance Subsidiary, in each other jurisdiction in
which such Insurance Subsidiary conducts business or is licensed to conduct business.




     “Insurance Subsidiary” means each Subsidiary of Holdings the ability of which to pay
dividends is regulated by an Insurance Regulatory Authority or that is otherwise required to be
regulated thereby in accordance with the applicable Requirements of Law of its jurisdiction of
domicile.



     “Invested Assets” means cash, Cash Equivalents, short term investments, investments
held for sale and any other assets which are treated as investments under GAAP.



     “Issue” means, with respect to any Letter of Credit, to issue, to amend in a manner
which extends the expiry of, or to renew or increase the Stated Amount of, such Letter of Credit;
and the terms “Issued”, “Issuing” and “Issuance” have corresponding
meanings, provided that the term “Issue” shall not include the automatic renewal of a
Letter of Credit in accordance with its terms.



     “Issuing Bank” means, (i) with respect to any Participated Letter of Credit, the
applicable Fronting Bank and (ii) with respect to a Syndicated Letter of Credit, the Lenders (other
than a Non-NAIC Lender) who have issued such Syndicated Letter of Credit (and the applicable
Fronting Bank on behalf of any Non-NAIC Lender).



     “Joint Arrangers” means Banc of America Securities LLC and Wachovia Capital Markets,
LLC.



     “Joint Bookrunners” means Banc of America Securities LLC and Wachovia Capital Markets,
LLC.



     “L/C Advance” has the meaning given to such term in Section 2.2(e).



     “L/C Agent” means Wachovia, and its successors and permitted assigns in such capacity.



     “L/C Disbursement” means (i) with respect to any Participated Letter of Credit, a
payment made by the applicable Fronting Bank pursuant thereto and (ii) with respect to any
Syndicated Letter of Credit, a payment made by a Lender pursuant thereto.



     “L/C Disbursement Date” means, with respect to each L/C Disbursement made under any
Letter of Credit, if Allied World receives notice from the Administrative Agent of any L/C
Disbursement prior to 12:00 p.m., Charlotte, North Carolina time, on any Business Day, such
Business Day and if such notice is received after 12:00 p.m., Charlotte, North Carolina time, on
any Business Day, the following Business Day.



     “L/C Maturity Date” means the earlier of (a) the first anniversary of the Commitment
Termination Date and (b) the first date after the Commitment Termination Date on which the
aggregate Letter of Credit Exposure is zero.



     “Lender” means each Person signatory hereto as a “Lender” and each other Person that
becomes a “Lender” hereunder pursuant to Section 2.17, Section 2.18, or Section 10.6(b),



13









 




having a Commitment (or after the Commitments have terminated, holding outstanding Letter of
Credit Exposure).




     “Lending Office” means, with respect to any Lender, the office of such Lender
designated as such in such Lender’s Administrative Questionnaire or in an Assignment and
Assumption, or such other office as may be otherwise designated in writing from time to time by
such Lender to Holdings and the Administrative Agent.



     “Letter of Credit” means any standby letter of credit Issued hereunder, whether Issued
as a Syndicated Letter of Credit or Participated Letter of Credit, including the Existing Letters
of Credit, and “Letters of Credit” means all of the foregoing.



     “Letter of Credit Documents” means, with respect to any Letter of Credit,
collectively, such Letter of Credit and any application therefor and any other documents attached
thereto.



     “Letter of Credit Exposure” means, at any time for each Lender, such Lender’s Ratable
Share of the amount equal to the sum of (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate Dollar Amount of all outstanding Reimbursement Obligations
at such time.



     “Letter of Credit Fee” has the meaning set forth in Section 2.11(d).



     “Letter of Credit Notice” means a Syndicated Letter of Credit Notice or a Participated
Letter of Credit Notice, as the context may require.



     “Licenses” has the meaning given to such term in Section 4.4(c).



     “Lien” means any mortgage, pledge, hypothecation, assignment, security interest, lien
(statutory or otherwise), charge or other encumbrance of any nature, whether voluntary or
involuntary, including the interest of any vendor or lessor under any conditional sale agreement,
title retention agreement, Capital Lease or any other lease or arrangement having substantially the
same effect as any of the foregoing.



     “Losses” has the meaning given to such term in Section 10.1(b).



     “Material Adverse Effect” means a material adverse effect on (i) the business, assets,
liabilities (actual or contingent) operations or conditions of the Credit Parties and their
Subsidiaries taken as a whole, (ii) the ability of any Credit Party to perform its material
obligations under this Agreement or any of the Credit Documents to which it is a party or (iii) the
legality, validity, binding effect or enforceability against any Credit Party of this Agreement or
any of the Credit Documents to which it is a party.



     “Material Insurance Subsidiary” means each Insurance Subsidiary that is a Material
Subsidiary.



     “Material Subsidiary” means each of (i) Allied World, (ii) at the relevant time of
determination, any other Subsidiary having (after the elimination of intercompany accounts) (y) in
the case of a non-Insurance Subsidiary, (A) assets constituting at least 10% of the total assets



14









 




of Holdings and its Subsidiaries on a consolidated basis, (B) revenues for the four quarters
most recently ended constituting at least 10% of the total revenues of Holdings and its
Subsidiaries on a consolidated basis, or (C) Net Income for the four quarters most recently ended
constituting at least 10% of the Consolidated Net Income of Holdings and its Subsidiaries, in each
case determined in accordance with GAAP as of the date of the GAAP financial statements most
recently delivered under Section 5.1 prior to such time (or, with regard to determinations at any
time prior to the initial delivery of financial statements under Section 5.1, as of the date of the
most recent financial statements referred to in Section 4.12(a)), or (z) in the case of an
Insurance Subsidiary, (A) assets constituting at least 10% of the aggregate assets of all of the
Insurance Subsidiaries of Holdings, or (B) gross written premiums for the four quarters most
recently ended (or, if not readily available, the fiscal year most recently ended) constituting at
least 10% of the aggregate gross written premiums (without duplication) of all of the Insurance
Subsidiaries of Holdings, in each case determined in accordance with SAP as of the date of the
statutory financial statements most recently delivered under Section 5.2 prior to such time (or,
with regard to determinations at any time prior to the initial delivery of financial statements
under Section 5.2, as of the date of the most recent financial statements referred to in Section
4.12(b)) and (iii) any Subsidiary that has any of the foregoing as a Subsidiary.




     “Maturity Date” means the fifth anniversary of the Closing Date.



     “Minimum Collateral Amount” means, as of any date of determination, an amount equal to
the sum of (a) the aggregate Letter of Credit Exposure of all Lenders as of such date, (b) all fees
to the Lenders, the L/C Agent, the Issuing Banks and the Administrative Agent under this Agreement
that are accrued and unpaid as of such date and (c) any other amounts due and owing to such Persons
under the Credit Documents as of such date.



     “Moody’s” means Moody’s Investors Service, Inc., and its successors and assigns.



     “Multiemployer Plan” means any “multiemployer plan” within the meaning of Section
4001(a)(3) of ERISA to which Holdings or any ERISA Affiliate makes, is making or is obligated to
make contributions or has made or been obligated to make contributions.



     “NAIC” means the National Association of Insurance Commissioners and any successor
thereto.



     “Net Income” means, with respect to any Person for any period, the net income (or
loss) of such Person for such period determined in accordance with GAAP.



     “Non-NAIC Lender” means a Lender that is not listed on the most current list of banks
approved by the Securities Valuation Officer of the NAIC or is not acting through the branch so
listed.



     “Obligations” means all principal of and interest (including interest accruing after
the filing of a petition or commencement of a case by or with respect to any Credit Party seeking
relief under any Debtor Relief Laws, whether or not the claim for such interest is allowed in such
proceeding) on the Reimbursement Obligations and all fees, expenses, indemnities and other
obligations owing, due or payable at any time by any Credit Party to the Administrative Agent, any
Lender, the L/C Agent, any Fronting Bank or any other Person entitled thereto, under this



15









 




Agreement or any of the other Credit Documents, in each case whether direct or indirect, joint
or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, and whether existing by contract, operation of law or otherwise.




     “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control,
and any successor thereto.



     “Other Taxes” means all present or future stamp or documentary taxes or duties or any
excise or property taxes, charges or similar levies or duties arising from any payment made
hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Credit Document.



     “Participant” has the meaning given to such term in Section 10.6(d).



     “Participated Letter of Credit Notice” has the meaning given to such term in Section
2.2(b).



     “Participated Letters of Credit” means (a) Letters of Credit issued by any Fronting
Bank under Section 2.2(a) and (b) the Existing Letters of Credit.



     “Participated Reimbursement Obligation” has the meaning given to such term in Section
2.2(f).



     “Participating Member State” means any member state of the European Community that
adopts or has adopted the Euro as its Currency in accordance with the legislation of the European
Community relating to the Economic and Monetary Union.



     “PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act of 2001), as amended from time
to time, and any successor statute, and all rules and regulations from time to time promulgated
thereunder.



     “Payment Office” means the office of the Administrative Agent designated on Schedule
1.1(a) under the heading “Instructions for wire transfers to the Administrative Agent,” or such
other office as the Administrative Agent may designate in writing to the Lenders and the Credit
Parties for such purpose from time to time.



     “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA, and any successor thereto.



     “Percentage Obligations” has the meaning given to such term in the form of Syndicated
Letter of Credit attached hereto.



     “Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under Section
5.6; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and
repairmen’s Liens and other similar Liens arising in the ordinary course of business securing



16









 




obligations that are not overdue for a period of more than 60 days or which are being
contested in good faith and by appropriate proceedings and with respect to which adequate reserves
have been established, and are being maintained, in accordance with GAAP; (iii) pledges or deposits
to secure obligations under workers’ compensation, unemployment, old-age pensions, retirement
benefits laws or similar legislation or to secure public or statutory obligations; (iv) zoning
restrictions, easements, rights of way and other encumbrances on title to real property that do not
render title to the property encumbered thereby unmarketable or materially adversely affect the use
of such property for its present purposes and any exception to coverage described in mortgagee
policies of title insurance, (v) Liens arising by virtue of trust arrangements, withheld balances,
or any other collateral or security arrangements (other than letters of credit) incurred in
connection with any Primary Policies or Reinsurance Agreements in the ordinary course of business
or capital support agreements or any other agreements by the Credit Parties in support of the
capital of any Insurance Subsidiary, or guarantees or any other agreements by the Credit Parties
guaranteeing the obligations of any Insurance Subsidiary under any Primary Policies or Reinsurance
Agreements entered into in the ordinary course of business; (vi) lease deposits, (vii) Liens
arising by virtue of any statutory or common law provision relating to bankers’ liens, rights of
set-off, revocation, refund or chargeback or other similar rights or remedies existing solely with
respect to cash and Cash Equivalents on deposit pursuant to standard banking arrangements or under
the Uniform Commercial Code or any similar law; (viii) Liens in favor of the Administrative Agent
and the Lenders created by or otherwise existing under or in connection with this Agreement and the
other Credit Documents; (ix) any attachment or judgment Lien not constituting an Event of Default
under Section 8.1(i); (x) Liens that arise in favor of banks under Article 4 of the Uniform
Commercial Code or any similar law on items in collection and the documents relating thereto and
proceeds thereof; (xi) Liens arising from the filing (for notice purposes only) of UCC-1 financing
statements (or equivalent filings, registrations or agreements in foreign jurisdictions) in respect
of true leases otherwise permitted hereunder; (xii) any leases, subleases, licenses or sublicenses
granted by any Credit Party and its Subsidiaries to third parties in the ordinary course of
business and not interfering in any material respect with the business of such Credit Party or any
of its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor
under any lease or license permitted under this Agreement and (xiii) any Lien existing on any
property or asset prior to the acquisition thereof by any Credit Party or any of its Subsidiaries,
or existing, on any property or asset of any Person that becomes a Subsidiary of any Credit Party
after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be;
provided that (x) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming such a Subsidiary, as the case may be, (y) such Lien does not
apply to any other property or assets of such Credit Party or such Subsidiary and (z) such Lien
secures only those obligations which it secures on the date of such acquisition or the date such
Person becomes such a Subsidiary, as the case may be.




     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” means any “employee pension benefit plan” within the meaning of Section 3(2) of
ERISA that is subject to the provisions of Title IV of ERISA (other than a Multiemployer Plan) and
to which Holdings or any ERISA Affiliate may have any liability.



17









 





     “Pounds Sterling” means the Currency of the United Kingdom of Great Britain and
Northern Ireland.



     “Preferred Securities” means, with respect to any Person, any Capital Stock of such
Person that has preferential rights with respect to dividends or redemptions or upon liquidation or
dissolution of such Person over shares of common stock or any Capital Stock of such Person.



     “Primary Policies” means any insurance policies issued by an Insurance Subsidiary.



     “Private Act” means private legislation enacted in Bermuda sought by any Credit Party
with the intention that such legislation apply specifically to such Credit Party, in whole or in
part.



     “Process Agent” has the meaning given to such term in Section 10.2(e).



     “Prohibited Transaction” means any transaction described in (i) Section 406 of ERISA
that is not exempt by reason of Section 408 of ERISA or by reason of a Department of Labor
prohibited transaction individual or class exemption or (ii) Section 4975(c) of the Code that is
not exempt by reason of Section 4975 (c)(2) or 4975(d) of the Code.



     “Ratable Share” of any amount means, at any time for each Lender, a percentage
obtained by dividing such Lender’s Commitment at such time by the Aggregate Commitments then in
effect, provided that, if the Commitment Termination Date has occurred, the Ratable Share
of each Lender shall be determined by dividing such Lender’s Letter of Credit Exposure by the
aggregate Letter of Credit Exposure of all Lenders then outstanding.



     “Register” has the meaning given to such term in Section 10.6(c).



     “Regulations D, T, U and X” means Regulations D, T, U and X, respectively, of the
Federal Reserve Board, and any successor regulations.



     “Reimbursement Obligations” means the obligation of Allied World to reimburse the
applicable Issuing Banks for any payment actually made by such Issuing Banks under any Letter of
Credit, together with interest thereon payable as provided herein.



     “Reinsurance Agreement” means any agreement, contract, treaty, policy, certificate or
other arrangement whereby any Insurance Subsidiary agrees to assume from or reinsure an insurer or
reinsurer all or part of the liability of such insurer or reinsurer under a policy or policies of
insurance issued by such insurer or reinsurer.



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



     “Reportable Event” means, with respect to any Plan, (i) any “reportable event” within
the meaning of Section 4043(c) of ERISA for which the 30-day notice under Section 4043(a) of ERISA
has not been waived by the PBGC (including any failure to meet the minimum funding standard of, or
timely make any required installment under, Section 412 of the Code or Section 302 of ERISA,
regardless of the issuance of any waivers in accordance with Section 412(d) of



18









 




the Code), (ii) any such “reportable event” subject to advance notice to the PBGC under
Section 4043(b)(3) of ERISA, (iii) any application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code, and (iv) a cessation of operations
described in Section 4062(e) of ERISA.




     “Required Lenders” means, at any time, the Lenders whose Commitments (or, after the
termination of the Commitments, Letter of Credit Exposure) represent at least a majority of the
aggregate, at such time, of the Aggregate Commitments (or, after the termination of the Aggregate
Commitments, the aggregate Letter of Credit Exposure); provided that the Commitment of, and
the portion of the outstanding Letter of Credit Exposure held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required Lenders so long as the
circumstances causing such Lender to be a Defaulting Lender have not been cured.



     “Requirement of Law” means, with respect to any Person, the charter, articles or
certificate of organization or incorporation and bylaws or other organizational or governing
documents of such Person, and any statute, law, treaty, rule, regulation, order, decree, writ,
injunction or determination of any arbitrator or court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject or otherwise pertaining to any or all of the transactions
contemplated by this Agreement and the other Credit Documents.



     “Responsible Officer” means, with respect to any Credit Party, the president, the
chief executive officer, the chief financial officer, the vice president-finance, the principal
accounting officer or the treasurer of such Credit Party, and any other officer or similar official
thereof responsible for the administration of the obligations of such Credit Party in respect of
this Agreement or any other Credit Document.



     “Revaluation Date” shall mean each of the following: (i) each date on which a Letter
of Credit is Issued in a Foreign Currency, (ii) each date on which an L/C Disbursement is made in a
Foreign Currency, (iii) the last Business Day of each calendar month, (iv) the Commitment
Termination Date and (v) such additional dates as the Administrative Agent shall specify in writing
to each of the parties hereto.



     “Sanctioned Country” means a country subject to a sanctions program identified on the
list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/sanctions, or as otherwise published from time to time.




     “Sanctioned Person” means (i) a Person named on the list of Specially Designated
Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn, or as otherwise published from time to time, or (ii) (A) an agency of
the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or
(C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program
administered by OFAC.




     “SAP” means, with respect to any Insurance Subsidiary, the statutory accounting
practices prescribed or permitted by the relevant Insurance Regulatory Authority of its



19









 




jurisdiction of domicile, consistently applied and maintained, as in effect from time to time,
subject to the provisions of Section 1.2.




     “Security Agreement” means the Pledge and Security Agreement made by Allied World in
favor of the Administrative Agent, in substantially the form of Exhibit D, as amended, modified,
restated or supplemented from time to time.



     “Security Documents” means (i) the Security Agreement, (ii) each Account Control
Agreement, (iii) each other security agreement executed and delivered pursuant to Section 5.12 and
(iv) each other document, agreement, certificate and/or financing statement, executed, delivered,
made or filed pursuant to the terms of the documents specified in foregoing clauses (i), (ii) and
(iii).



     “Spot Rate” shall mean, (i) with respect to any Foreign Currency, the rate quoted by
the Administrative Agent as the spot rate for the purchase by the Administrative Agent of such
Foreign Currency with Dollars through its principal foreign exchange trading office at
approximately 11:00 a.m. London time on the date two (2) Business Days prior to the date as of
which the foreign exchange computation is made, and (ii) with respect to Dollar Amounts, the rate
quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent of
such Dollar Amount with such applicable Foreign Currency through its principal foreign exchange
trading office at approximately 11:00 a.m. London time on the date two (2) Business Days prior to
the date as of which the foreign exchange computation is made.



     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw
Hill Companies, Inc. and its successors and assigns.



     “Stated Amount” means, with respect to any Letter of Credit at any time, the aggregate
Dollar Amount available to be drawn thereunder at such time (regardless of whether any conditions
for drawing could then be met).



     “Subsidiary” means, with respect to any Person, any corporation or other Person of
which more than 50% of the outstanding Capital Stock having ordinary voting power to elect a
majority of the board of directors, board of managers or other governing body of such Person, is at
the time, directly or indirectly, owned or controlled by such Person and one or more of its other
Subsidiaries or a combination thereof (irrespective of whether, at the time, securities of any
other class or classes of any such corporation or other Person shall or might have voting power by
reason of the happening of any contingency). When used without reference to a parent entity, the
term “Subsidiary” shall be deemed to refer to a Subsidiary of Holdings.



     “Syndicated Letter of Credit Notice” has the meaning given to such term in Section
2.1(b).



     “Syndicated Letters of Credit” means Letters of Credit issued under Section 2.1(a).



     “Syndicated Reimbursement Obligation” has the meaning given to such term in Section
2.1(g).



20









 





     “TARGET Day” means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer payment system (or any successor settlement system as determined by the
Administrative Agent) is open for the settlement of payments in Euro.



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



     “Total Capitalization” means, as of any date of determination, the sum of (i)
Consolidated Net Worth as of such date, (ii) Consolidated Indebtedness (but excluding any Hybrid
Equity Securities) as of such date and (iii) the aggregate obligations of the Credit Parties and
their Subsidiaries under any Hybrid Equity Securities as of such date.



     “Total Voting Power” means, with respect to any Person, the total number of votes
which may be cast in the election of directors of such Person at any meeting of stockholders of
such Person if all securities entitled to vote in the election of directors of such Person (on a
fully diluted basis, assuming the exercise, conversion or exchange of all rights, warrants, options
and securities exercisable for, exchangeable for or convertible into, such voting securities) were
present and voted at such meeting (other than votes that may be cast only upon the happening of a
contingency).



     “Unfunded Pension Liability” means, with respect to any Plan, the excess of its
benefit liabilities under Section 4001(a)(16) of ERISA over the current value of its assets,
determined in accordance with the applicable assumptions used for funding under Section 412 of the
Code for the applicable plan year.



     “Unsecured Facility” means the senior unsecured revolving credit facility evidenced by
the credit agreement, dated as of the date hereof, by and among the Credit Parties, the Lenders
named therein, and Wachovia, as administrative agent.



     “Unutilized Commitment” means, at any time for each Lender, such Lender’s Commitment
less such Lender’s Letter of Credit Exposure.



     “Wachovia” means Wachovia Bank, National Association, and its successors and assigns.



     “Wholly Owned” means, with respect to any Subsidiary of any Person, that 100% of the
outstanding Capital Stock of such Subsidiary is owned, directly or indirectly, by such Person,
except for directors’ qualifying shares.



     Section 1.2 Accounting Terms; GAAP and SAP. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP
or SAP, as the context requires, each as in effect from time to time; provided that, if
Holdings notifies the Administrative Agent that the Credit Parties request an amendment to any
provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or
SAP, as the case may be, or in the application thereof on the operation of such provision (or if
the Administrative Agent notifies the Credit



21









 




Parties that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such change in GAAP or
SAP, as the case may be, or in the application thereof, then such provision shall be interpreted on
the basis of GAAP or SAP, as the case may be, as in effect and applied immediately before such
change shall have become effective until such notice shall have been withdrawn or such provision
amended in accordance herewith.




     Section 1.3 Other Terms; Construction.



     (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented, restated or otherwise modified (subject to any
restrictions on such amendments, supplements, restatements or modifications set forth herein or in
any other Credit Document), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and assigns permitted hereunder, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used in any Credit
Document, shall be construed to refer to such Credit Document in its entirety and not to any
particular provision thereof, (iv) all references in a Credit Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, the Credit Document in which such references appear, (v) any reference to any law or
regulation herein shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights.



     (b) All references herein to the Lenders or any of them shall be deemed to include the
Fronting Banks unless specifically provided otherwise or unless the context otherwise requires and
all references in Article II shall also include the Fronting Banks if the context includes
Participated Letters of Credit or a Non-NAIC Lender unless specifically provided otherwise or
unless the context otherwise requires.



     Section 1.4 Exchange Rates; Currency Equivalents.



     (a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be
used for calculating the Dollar Amounts of Letters of Credit denominated in a Foreign Currency and
other amounts outstanding under this Agreement denominated in a Foreign Currency. Such Spot Rates
shall become effective as of such Revaluation Date and shall be the Spot Rates employed in
converting any amounts between the applicable Currencies until the next Revaluation Date to occur.
Except as otherwise provided herein or in any other Credit Document, the applicable amount of any
Currency for purposes of this Agreement and the other Credit Documents shall be such Dollar Amount
as so determined by the Administrative Agent.



     (b) Wherever in this Agreement, in connection with any Letter of Credit denominated in a
Foreign Currency, an amount, such as a required minimum Stated Amount, is expressed in



22









 




Dollars,
such amount shall be the relevant Foreign Currency Equivalent of such Dollar Amount (rounded as
nearly as practicable to the nearest number of whole units of such Foreign Currency), as determined
by the Administrative Agent.




     (c) Determinations by the Administrative Agent pursuant to this Section shall be conclusive
absent manifest error.



     Section 1.5 Redenomination of Certain Foreign Currencies and Computation of Dollar
Amounts.



     (a) The obligation of each Credit Party under this Agreement or any other Credit Document to
which it is a party to make a payment denominated in Pounds Sterling shall be redenominated into
Euros as of the first Revaluation Date after Great Britain adopts the Euro as its Currency after
the date hereof. If the basis of accrual of interest expressed in this Agreement in respect of
Pounds Sterling shall be inconsistent with any convention or practice in the London interbank
market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be
replaced by such convention or practice with effect from the date on which Great Britain adopts the
Euro as its Currency, subject to Allied World’s consent (which consent shall not be unduly
withheld, conditioned or delayed).



     (b) This Agreement will, to the extent the Administrative Agent determines to be necessary, be
amended to comply with any other generally accepted conventions and market practices in the London
interbank market and otherwise to reflect the adoption of the Euro by Great Britain, subject to
Allied World’s consent (which consent shall not be unduly withheld, conditioned or delayed)..



     (c) References herein to minimum Dollar Amounts and integral multiples stated in Dollars,
where they shall also be applicable to Foreign Currency, shall be deemed to refer to Foreign
Currency Equivalents (rounded as nearly as practicable to the nearest number of whole units of such
Foreign Currency). Wherever in this Agreement an amount, such as a minimum or maximum limitation
on Indebtedness permitted to be incurred or Investments permitted to be made hereunder, is
expressed in Dollars, it shall be deemed to refer to the Dollar Amount thereof.



ARTICLE II



LETTERS OF CREDIT




     Section 2.1 Syndicated Letters of Credit.



     (a) General. Subject to the terms and conditions set forth herein, at the request of
Allied World at any time and from time to time during the Availability Period, each Lender agrees
to Issue Letters of Credit as Syndicated Letters of Credit for the account of Allied World. Each
Syndicated Letter of Credit shall be substantially in the form of Exhibit A-1 or in such other form
as may be agreed by Allied World and the L/C Agent; provided that the L/C Agent
will only agree to reasonable changes to such form requested by any beneficiary or applicable
insurance regulator so long as such changes are not adverse to the interests of the Lenders. If at



23









 




the time that Allied World requests the Issuance of a Syndicated Letter of Credit any Lender is a
Non-NAIC Lender, at the request of Allied World, each Fronting Bank shall Issue such Non-NAIC
Lender’s Ratable Share of such Syndicated Letter of Credit pursuant to Section 2.1(h). Absent the
prior written consent of each Lender, no Syndicated Letter of Credit may be Issued that would vary
the several and not joint nature of the obligations of the Lenders thereunder as provided in the
next succeeding sentence. Each Syndicated Letter of Credit shall be Issued by all of the Lenders
acting through the L/C Agent, at the time of Issuance as a single multi-bank letter of credit, but
the obligation of each Lender thereunder shall be several and not joint, in the amount of its
Ratable Share of the Stated Amount of such Syndicated Letter of Credit, provided that each
Fronting Bank shall be severally (and not jointly) liable for its Ratable Share of the Stated
Amount of such Syndicated Letter of Credit plus the Ratable Share of each Non-NAIC Lender for which
it is fronting pursuant to Section 2.1(h).




     (b) Notice of Issuance. To request the Issuance of a Syndicated Letter of Credit,
Allied World shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the L/C Agent) to the L/C Agent (which will
promptly notify the applicable Lenders and provide to such Lenders as soon as practicable a copy of
the Syndicated Letter of Credit) at least 3 Business Days in advance of the requested date of
Issuance (or such shorter period as is acceptable to the L/C Agent, including with respect to any
request for the issuance of a Syndicated Letter of Credit on the Closing Date, subject to approval
by the L/C Agent) a notice in a form reasonably acceptable to the L/C Agent (a “Syndicated
Letter of Credit Notice”) requesting the Issuance of a Syndicated Letter of Credit, or
identifying the Syndicated Letter of Credit to be amended, renewed, extended or increased, as the
case may be, and specifying the date of Issuance (which shall be a Business Day), the date on which
such Syndicated Letter of Credit is to expire (which shall comply with Section 2.1(c)), the amount
of such Syndicated Letter of Credit, the Applicable Currency of such Syndicated Letter of Credit,
the name and address of the beneficiary thereof and the terms and conditions of (and such other
information as shall be necessary to prepare, amend, renew, extend or increase, as the case may be)
such Syndicated Letter of Credit, it being understood and agreed that Syndicated Letters of Credit
may be extended and renewed in accordance with Section 2.1(c). In addition to the delivery of any
Syndicated Letter of Credit Notice, Allied World shall deliver to the Administrative Agent a
Collateral Base Report not later than 11:00 a.m. Charlotte, North Carolina time on the Business Day
immediately preceding the date on which such Syndicated Letter of Credit is to be Issued confirming
that the Minimum Collateral Amount, after giving effect to such Issuance, does not exceed the
Collateral Base at such time. If requested by the L/C Agent, Allied World shall submit a letter of
credit application on the L/C Agent’s standard form (with such changes as the L/C Agent shall
reasonably deem appropriate) in connection with any request for a Syndicated Letter of Credit. In
the event of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any form of letter of credit application submitted by Allied World to the L/C Agent
relating to any Syndicated Letter of Credit, the terms and conditions of this Agreement shall
control.



     (c) Expiration of Syndicated Letters of Credit. Each Syndicated Letter of Credit
shall expire at or prior to the earlier of (i) the close of business on the date one year after the
date of the issuance of such Syndicated Letter of Credit (or, in the
case of any renewal or extension thereof, one year after such renewal or extension), or (ii) the seventh (7th) day prior to the
L/C Maturity Date; provided, however, that at Allied World’s request a Syndicated
Letter of Credit





24









 




shall provide by its terms, and on terms acceptable to the L/C Agent, for renewal
for successive periods of one year or less (but not beyond the seventh day prior to the L/C
Maturity Date) unless and until the L/C Agent shall have delivered prior written notice of
nonrenewal to the beneficiary of such Syndicated Letter of Credit no later than the time specified
in such Syndicated Letter of Credit (which the L/C Agent shall do only if one or more of the
applicable conditions under Section 3.2 (other than the delivery of a Letter of Credit Notice) is
not then satisfied). The L/C Agent shall promptly provide a copy of any such notice to Allied
World.




     (d) Obligation of Lenders. The obligation of any Lender under any Syndicated Letter
of Credit shall be several and not joint and shall be in an amount equal to such Lender’s Ratable
Share of the aggregate Stated Amount of such Syndicated Letter of Credit at the time such
Syndicated Letter of Credit is Issued, and each Syndicated Letter of Credit shall expressly so
provide, provided that each Fronting Bank shall be severally (and not jointly liable) for
its Ratable Share of the Stated Amount of such Syndicated Letter of Credit plus the Ratable Share
of each Non-NAIC Lender for which it is fronting pursuant to Section 2.1(h). No increase of
Commitments under Section 2.18 or assignment of Commitments under Section 2.17 or Section 10.6(b)
shall change or affect the liability of any Lender under any outstanding Syndicated Letter of
Credit until such Syndicated Letter of Credit is amended giving effect to such increase or
assignment, as the case may be. The failure of any Lender to make any L/C Disbursement in respect
of any Syndicated Letter of Credit on any date shall not relieve any other Lender of its
corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be
responsible for the failure of any other Lender to make its L/C Disbursement in respect of any
Syndicated Letter of Credit.



     (e) Issuance Administration. Each Syndicated Letter of Credit shall be executed and
delivered by the L/C Agent in the name and on behalf of, and as attorney-in-fact for, each Lender
(other than a Non-NAIC Lender) party to such Syndicated Letter of Credit, and the L/C Agent shall
act under each Syndicated Letter of Credit, and each Syndicated Letter of Credit shall expressly
provide that the L/C Agent shall act, as the agent of each such Lender to (i) execute and deliver
such Syndicated Letter of Credit, (ii) receive drafts, other demands for payment and other
documents presented by the beneficiary under such Syndicated Letter of Credit, (iii) determine
whether such drafts, demands and documents are in compliance with the terms and conditions of such
Syndicated Letter of Credit, (iv) notify such Lender and Allied World that a valid drawing has been
made and the date that the related L/C Disbursement is to be made and (v) exercise all rights held
by the issuer of a letter of credit under the documents for which such Syndicated Letter of Credit
shall provide credit enhancement (or designate any Person as its representative for all such
purposes under such documents); provided that the L/C Agent shall have no obligation or
liability for any L/C Disbursement under such Syndicated Letter of Credit, and each Syndicated
Letter of Credit shall expressly so provide. Each Lender hereby irrevocably appoints and
designates the L/C Agent as its attorney-in-fact, acting through any duly authorized officer, to
execute and deliver in the name and on behalf of such Lender each Syndicated Letter of Credit to be
issued by such Lender hereunder and to take such other actions contemplated by this Section 2.1(e).
Promptly upon the request of the L/C Agent, each Lender will furnish to the L/C Agent such powers
of attorney or other evidence as any beneficiary of any Syndicated
Letter of Credit may reasonably request in order to demonstrate that the L/C Agent has the power to
act as attorney-in-fact for such Lender to execute and deliver such Syndicated Letter of Credit.



25









 





     (f) Disbursement Procedures. The L/C Agent shall, within a reasonable time following
its receipt thereof (and, in any event, within any specific time specified in the text of the
relevant Syndicated Letter of Credit), examine all documents purporting to represent a demand for
payment under any Syndicated Letter of Credit. The L/C Agent shall promptly after such examination
and before such L/C Disbursement notify each applicable Issuing Bank and Allied World by telephone
(confirmed by telecopy or email) of such demand for payment. With respect to any demand for
payment made under a Syndicated Letter of Credit which the L/C Agent has informed the applicable
Issuing Banks is valid, each such Issuing Bank will make an L/C Disbursement in respect of such
Syndicated Letter of Credit and in the Applicable Currency promptly in accordance with the Dollar
Amount of its liability under such Syndicated Letter of Credit and this Agreement, such L/C
Disbursement to be made to the account of the L/C Agent most recently designated by it for such
purpose by notice to the Lenders. The L/C Agent will make such L/C Disbursement available to the
beneficiary of such Syndicated Letter of Credit by promptly crediting the amounts so received, in
the funds so received, to the account identified by such beneficiary in connection with such demand
for such L/C Disbursement. Promptly following any L/C Disbursement by any Issuing Bank in respect
of any Syndicated Letter of Credit, the L/C Agent will notify Allied World of such L/C
Disbursement.



     (g) Reimbursement. Allied World agrees that it shall reimburse the applicable Issuing
Banks in respect of L/C Disbursements made under any Syndicated Letter of Credit by paying to the
Administrative Agent an amount in Dollars equal to the aggregate of the Dollar Amount of each L/C
Disbursement no later than 2:00 p.m., Charlotte, North Carolina time, on the first Business Day
after the L/C Disbursement Date with respect to such Syndicated Letter of Credit (each such amount
until paid together with interest thereon payable as provided hereinbelow, a “Syndicated
Reimbursement Obligation”). Without limiting any other obligations of Allied World hereunder,
Allied World hereby agrees to indemnify each applicable Issuing Bank in respect of each Syndicated
Letter of Credit denominated in a Foreign Currency for any and all costs, expenses and losses
incurred by such Issuing Bank as a result of receiving payment or reimbursement for any L/C
Disbursement thereunder from any Person in a Currency other than Dollars. Any such amount payable
to any Issuing Bank shall be payable within 10 Business Days after demand and submission by such
Issuing Bank of satisfactory evidence reflecting the calculation of such amount, which shall be
conclusive absent manifest error.



     (h) Non-NAIC Lenders. In the event any Lender advises the L/C Agent that such Lender
is a Non-NAIC Lender, the Credit Parties, the L/C Agent, such Non-NAIC Lender and the other
Lenders, including the applicable Fronting Bank for such Non-NAIC Lender, hereby agree that (i)
such Non-NAIC Lender shall cease to Issue Syndicated Letters of Credit so long as it is a Non-NAIC
Lender and such Non-NAIC Lenders’ Ratable Share of any Syndicated Letter of Credit will be Issued
by the applicable Fronting Bank for such Non-NAIC Lender, (ii) to the extent Syndicated Letters of
Credit are outstanding, the Credit Parties will each use all commercially reasonable efforts to
cause the beneficiaries thereof to execute and deliver an amendment to any Syndicated Letter of
Credit of Allied World such that the Non-NAIC Lender is removed from such Syndicated Letter of
Credit and the applicable Fronting Bank is added to such Syndicated Letter of Credit to honor any
draft drawn thereon in an amount equal to the Non-NAIC Lender’s Ratable Share with respect to such Syndicated Letter of Credit, (iii)
immediately upon the issuance or amendment of any Syndicated Letter of Credit, each Non-NAIC Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, without



26









 




recourse or
warranty, purchase from the applicable Fronting Bank a risk participation in each such Syndicated
Letter of Credit in accordance with Section 2.2(d) in an amount equal to such Non-NAIC Lender’s
Ratable Share of the Stated Amount of such Syndicated Letter of Credit and (iv) each Non-NAIC
Lender shall pay to the applicable Fronting Bank a fronting fee computed on the risk participation
purchased by such Non-NAIC Lender from such Fronting Bank with respect to such Syndicated Letter of
Credit at the rate per annum as separately agreed to between such Non-NAIC Lender and such Fronting
Bank. Unless otherwise agreed between such Non-NAIC Lender, such Fronting Bank and the
Administrative Agent, such fronting fee shall be paid by reducing the applicable Letter of Credit
Fee otherwise payable to such Non-NAIC Lender by an amount equal to such fronting fee and paying
the same to such Fronting Bank.




     Section 2.2 Participated Letters of Credit.



     (a) General. Subject to the terms and conditions set forth herein, Allied World may
request any Fronting Bank to Issue, at any time and from time to time during the Availability
Period, and such Fronting Bank hereby agrees to Issue, Participated Letters of Credit for the
account of Allied World, subject to the terms and conditions of this Section 2.2. Each
Participated Letter of Credit shall be substantially in the form of Exhibit A-2 or in such other
form as may be agreed by the applicable Fronting Bank; provided that the applicable
Fronting Bank and Allied World will agree to reasonable changes to such form requested by any
beneficiary or applicable insurance regulator so long as such changes are not adverse to the
interests of the Lenders.



     (b) Notice of Issuance. To request the Issuance of a Participated Letter of Credit,
Allied World shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the applicable Fronting Bank) to the applicable
Fronting Bank (which shall promptly notify the Lenders) at least 3 Business Days in advance of the
requested date of Issuance (or such shorter period as is acceptable to the applicable Fronting
Bank, including any request for the Issuance of a Participated Letter of Credit on the Closing
Date, subject to approval by the applicable Fronting Bank) a notice in a form reasonably acceptable
to the applicable Fronting Bank (a “Participated Letter of Credit Notice”) requesting the
Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be
amended, renewed, extended or increased as the case may be, and specifying the date of Issuance
(which shall be a Business Day), the date on which such Participated Letter of Credit is to expire
(which shall comply with Section 2.2(c)), the amount of such Participated Letter of Credit, the
Applicable Currency of such Participated Letter of Credit, the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare, amend, renew, extend or
increase, as the case may be) such Participated Letter of Credit, it being understood and agreed
that Participated Letters of Credit may be extended and renewed in accordance with Section 2.2(c).
In addition to the delivery of any Participated Letter of Credit Notice, Allied World shall deliver
to the Administrative Agent a Collateral Base Report not later than 11:00 a.m. Charlotte, North
Carolina time on the Business Day immediately preceding the date on which such Participated Letter
of Credit is to be Issued confirming that the Minimum Collateral Amount, after giving effect to
such Issuance, does not exceed the Collateral Base at such time. If requested by any Fronting Bank, Allied World shall submit a letter of
credit application on such Fronting Bank’s standard form (with such changes as such Fronting Bank
shall reasonably deem appropriate) in connection with any request for a Participated Letter



27









 




of
Credit. In the event of any inconsistency between the terms and conditions of this Agreement and
the terms and conditions of any form of letter of credit application submitted by Allied World to
any Fronting Bank relating to any Participated Letter of Credit, the terms and conditions of this
Agreement shall control.




     (c) Expiration of Participated Letters of Credit. Each Participated Letter of Credit
shall expire at or prior to the earlier of (i) the close of business on the date one year after the
date of the issuance of such Participated Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension), or (ii) the seventh (7th) day prior
to the L/C Maturity Date; provided, however, that at Allied World’s request a
Participated Letter of Credit shall provide by its terms, and on terms acceptable to the applicable
Fronting Bank, for renewal for successive periods of one year or less (but not beyond the seventh
day prior to the L/C Maturity Date) unless and until the applicable Fronting Bank shall have
delivered prior written notice of nonrenewal to the beneficiary of such Participated Letter of
Credit no later than the time specified in such Participated Letter of Credit (which the applicable
Fronting Bank shall do only if one or more of the applicable conditions under Section 3.2 (other
than the delivery of a Letter of Credit Notice) is not then satisfied). The Administrative Agent
shall promptly provide a copy of any such notice to Allied World.



     (d) Participations. By 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) by the applicable Fronting Bank and without any further action on the part of the applicable
Fronting Bank or the applicable Lenders, the applicable Fronting Bank hereby grants to each
applicable Lender in respect of such Participated Letter of Credit (or to the Non-NAIC Lender in
respect of such Syndicated Letter of Credit), and each such Lender (or such Non-NAIC Lender) hereby
acquires from the applicable Fronting Bank, participation in such Participated Letter of Credit (or
such Syndicated Letter of Credit) in an amount equal to the Dollar Amount of such Lender’s Ratable
Share of the Stated Amount of such Participated Letter of Credit (or such Syndicated Letter of
Credit) and Allied World’s reimbursement obligations with respect thereto. Each Lender or Non-NAIC
Lender acknowledges and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Participated Letters of Credit (or Syndicated Letters of Credit) is
absolute and unconditional and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any such Letter of Credit or the occurrence and continuance of a
Default or Event of Default or reduction or termination of the Aggregate Commitments. In
consideration and in furtherance of the foregoing, each Lender or Non-NAIC Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for account of the applicable
Fronting Bank, the Dollar Amount of such Lender’s Ratable Share of each L/C Disbursement made by
the applicable Fronting Bank in respect of any Participated Letter of Credit (or Syndicated Letter
of Credit) promptly upon the request of the applicable Fronting Bank at any time from the time such
L/C Disbursement is made until such L/C Disbursement is reimbursed by Allied World or at any time
after any reimbursement payment is required to be disgorged or refunded to Allied World for any
reason. Such payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Promptly following receipt by the Administrative Agent of any payment from Allied World pursuant to Section 2.2(f), the Administrative Agent shall distribute such
payment to the applicable Fronting Bank or, to the extent that any Lenders or Non-NAIC Lender have
made payments pursuant to this paragraph to reimburse the applicable Fronting Bank, then to



28









 




such
Lenders or Non-NAIC Lender and the applicable Fronting Bank as their interests may appear. Any
payment made by a Lender or Non-NAIC Lender pursuant to this paragraph to reimburse any Fronting
Bank for any L/C Disbursement made by it shall not relieve Allied World of its obligation to
reimburse such L/C Disbursement. Notwithstanding anything herein to the contrary, effective upon
the increase of the Commitments pursuant to Section 2.18, each Lender’s participation in any
Participated Letter of Credit (and each Non-NAIC Lender’s participation in any Syndicated Letter of
Credit) outstanding on such date shall be adjusted to reflect its Ratable Share after giving effect
to such increase.




     (e) Disbursement Procedures; Funding of Participations.




     (i) The applicable Fronting Bank shall, within a reasonable time following its receipt
thereof (and, in any event, within any time specified in the text of the relevant
Participated Letters of Credit issued by it), examine all documents purporting to represent
a demand for payment under a Participated Letter of Credit. The applicable Fronting Bank
shall promptly after such examination notify the Administrative Agent and Allied World by
telephone (confirmed by telecopy or email) of such demand for payment and whether such
Fronting Bank has made or will make a L/C Disbursement thereunder. If Allied World shall
fail to reimburse the applicable Fronting Bank for such L/C Disbursement on the date and
time specified in Section 2.2(f), the Administrative Agent shall notify each applicable
Lender of the applicable L/C Disbursement, the payment then due from Allied World in respect
thereof and the Dollar Amount of such Lender’s Ratable Share thereof. Each applicable
Lender (including any applicable Non-NAIC Lender) shall upon such notice make funds
available to the Administrative Agent in the Applicable Currency for the account of the
applicable Fronting Bank at the Payment Office in an amount equal to (i) in the case of a
Participated Letter of Credit, the amount of its Ratable Share of the unpaid L/C
Disbursement and (ii) in the case of a Non-NAIC Lender, its Percentage Obligations of a
Syndicated Letter of Credit being fronted by such Fronting Bank pursuant to Section 2.1(h)
(such amount, its “L/C Advance”) not later than 2:00 p.m. on the Business Day
specified in such notice by the Administrative Agent. No such making of an L/C Advance
shall relieve or otherwise impair the obligation of Allied World to reimburse the applicable
Fronting Bank for the amount of any payment made by such Fronting Bank under such
Participated Letter of Credit (or such Syndicated Letter of Credit in the case of a Non-NAIC
Lender), together with interest as provided herein.




     (ii) If any Lender fails to make available to the Administrative Agent for the account
of the applicable Fronting Bank any amount required to be paid by such Lender pursuant to
the foregoing provisions of this Section 2.2(e) by the time specified in Section 2.2(e)(i),
the applicable Fronting Bank shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the period from
the date such payment is required to the date on which such payment is immediately available
to the applicable Fronting Bank at a rate per annum equal to the Federal Funds Rate from
time to time in effect. A certificate of the applicable Fronting Bank submitted to any Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest
error. Until a Lender funds its L/C Advance pursuant to this Section 2.2(e) to



29









 






reimburse
the applicable Fronting Bank for any L/C Disbursement made by it, interest in respect of
such Lender’s L/C Advance shall be solely for the account of the applicable Fronting Bank.



     (f) Reimbursement. Allied World agrees that it shall reimburse the applicable
Fronting Bank in respect of any L/C Disbursement made under any Participated Letter of Credit by
paying to the Administrative Agent an amount in Dollars equal to the Dollar Amount of such L/C
Disbursement no later than 2:00 p.m., Charlotte, North Carolina time, on the first Business Day
after the L/C Disbursement Date with respect to such Participated Letter of Credit (each such
amount until paid, a “Participated Reimbursement Obligation”). Without limiting any other
obligations of Allied World hereunder, Allied World hereby agrees to indemnify the applicable
Fronting Bank in respect of any Participated Letters of Credit denominated in a Foreign Currency
for any and all costs, expenses and losses incurred by it as a result of receiving payment or
reimbursement for any L/C Disbursement thereunder from any Person in a Currency other than Dollars.
Any such amount payable to any Fronting Bank shall be payable within 10 Business Days after demand
and submission by such Fronting Bank of satisfactory evidence reflecting the calculation of such
amount, which shall be conclusive absent manifest error.



     (g) Repayment of Participations.




     (i) At any time after the applicable Fronting Bank has made a payment under any
Participated Letter of Credit (or Syndicated Letter of Credit in the case of a Non-NAIC
Lender) and has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.2(e), if the Administrative Agent receives for the
account of the applicable Fronting Bank any payment in respect of the related unpaid L/C
Disbursement or interest thereon (whether directly from Allied World or otherwise, including
proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Ratable Share thereof (appropriately adjusted, in
the case of interest payments, to reflect the period of time during which such Lender’s L/C
Advance was outstanding) in the same funds as those received by the Administrative Agent.




     (ii) If any payment received by the Administrative Agent for the account of the
applicable Fronting Bank pursuant to Section 2.2(e)(i) is required to be returned under any
of the circumstances described in Section 2.13 (including pursuant to any settlement entered
into by the applicable Fronting Bank in its discretion), each Lender shall pay to the
Administrative Agent for the account of the applicable Fronting Bank its Ratable Share
thereof on demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.



     (h) Failure to Make L/C Advances. The failure of any Lender to make the L/C Advance
to be made by it on the date specified in Section 2.2(e) shall not relieve any other Lender of its
obligation hereunder to make its L/C Advance on such date, but no Lender shall be
responsible for the failure of any other Lender to make the L/C Advance to be made by such
other Lender on such date.



30









 





     Section 2.3 Existing Letters of Credit. The Credit Parties, the Administrative Agent,
the Fronting Banks and the Lenders agree that, as of the Closing Date, each Existing Letter of
Credit described on Schedule 2.3 issued for the account of Allied World and which remains
outstanding as of the Closing Date shall be deemed Issued as of the Closing Date under this
Agreement as a Participated Letter of Credit by Barclays Bank plc in its capacity as a Fronting
Bank.



     Section 2.4 Conditions Precedent to the Issuance of Letters of Credit. The Issuing
Bank shall not be under any obligation to, and in the case of clauses (ii), (v) and (vi) below
shall not, Issue any Letter of Credit if:




     (i) any order, judgment or decree of any Governmental Authority or arbitrator shall
purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any
Requirement of Law applicable to such Issuing Bank or any Lender or any request or directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction
over it shall prohibit, or request that it refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon it with respect to
such Letter of Credit any restriction or reserve or capital requirement (for which such
Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Date,
or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it
as of the Closing Date;




     (ii) immediately after giving effect thereto, (x) the Letter of Credit Exposure of any
Lender would exceed its Commitment at such time, (y) the aggregate Letter of Credit Exposure
would exceed the Aggregate Commitments at such time or (z) the Dollar Amount of the
aggregate Stated Amount of all Letters of Credit denominated in a Foreign Currency would
exceed the Foreign Currency Sublimit;




     (iii) the L/C Agent or the applicable Fronting Bank, as the case may be, shall have
delivered the written notice of nonrenewal described in Section 2.1(c) and Section 2.2(c)
with respect to such Letter of Credit;




     (iv) the Administrative Agent has received written notice from the applicable Fronting
Bank or the Required Lenders, as the case may be, or Allied World, on or prior to the
Business Day prior to the requested date of the issuance of such Letter of Credit, that one
or more of the applicable conditions under Section 3.2 is not then satisfied;




     (v) the expiry date of such Letter of Credit would occur more than twelve months after
the date of issuance or last extension unless the Required Lenders have approved such expiry
date;




     (vi) the expiry date of such Letter of Credit is less than seven Business Days prior to
the L/C Maturity Date, unless all of the Lenders have approved such expiry date in writing;




     (vii) such Letter of Credit is not substantially in the form of Exhibit A-1 or Exhibit
A-2 hereto, as the case may be, or is not otherwise in form and substance reasonably
acceptable to the Administrative Agent and the L/C Agent or applicable



31









 






Fronting Bank, as the
case may be; provided that the Administrative Agent and, in respect of any change to
a Syndicated Letter of Credit, the L/C Agent, or in respect of any change to a Participated
Letter of Credit, the applicable Fronting Bank, can and will agree to reasonable changes to
such form, not adverse to the interests of the Lenders, requested by any beneficiary or
applicable insurance regulator;




     (viii) such Letter of Credit is denominated in a currency other than Dollars or a
Foreign Currency; or




     (ix) with respect to the issuance of a Participated Letter of Credit, a default of any
Lender’s obligations to fund under Section 2.2(e) exists or any Lender is at such time a
Defaulting Lender hereunder, unless the applicable Fronting Bank has entered into
satisfactory arrangements with Allied World or such Lender to eliminate such Fronting Bank’s
risk with respect to such Lender.



     Section 2.5 Obligations Absolute. The obligations of Allied World to reimburse with
respect to a L/C Disbursement under any Letter of Credit and of any Lender to reimburse the
applicable Fronting Bank with respect to any L/C Disbursement made by such Fronting Bank under any
Participated Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement and any Letter of Credit Document under all
circumstances, including the following circumstances:




     (i) any lack of validity or enforceability of this Agreement, any other Credit
Document, any Letter of Credit Document or any other agreement or instrument relating
thereto;




     (ii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the obligations of Allied World in respect of any Letter of Credit Document or
any other amendment or waiver of or any consent to departure from all or any of the Letter
of Credit Documents;




     (iii) the existence of any claim, set-off, defense or other right that any Credit Party
may have at any time against any beneficiary or any transferee of a Letter of Credit (or any
Persons for which any such beneficiary or any such transferee may be acting), any Issuing
Bank, the Administrative Agent, the L/C Agent, any Lender or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such Letter of
Credit or any other Letter of Credit Document or any unrelated transaction;




     (iv) any statement or any other document presented under a Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




     (v) payment by any Issuing Bank under a Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter of Credit;
provided, however, that such draft or certificate substantially complies
with the terms of such Letter of Credit;



32









 






     (vi) any exchange, release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any guarantee, for all or any of the
Obligations of Allied World; or




     (vii) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, Allied World, the Guarantor or any other guarantor, other
than as may be expressly set forth in this Agreement.



     None of the Administrative Agent, the L/C Agent, any Fronting Bank or any Lender or any of
their Related Parties shall have any liability or responsibility to any Credit Party by reason of
or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to
make any payment thereunder, or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond their control; provided that
the foregoing shall not be construed to excuse the Administrative Agent, the L/C Agent, any Issuing
Bank or any Lender from liability to any Credit Party to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived by each Credit Party
to the extent permitted by applicable law) suffered by any Credit Party that are caused by the
gross negligence or willful misconduct of the Administrative Agent, the L/C Agent, any Issuing Bank
or any Lender when determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof.



     Section 2.6 Interest. Unless Allied World reimburses each L/C Disbursement made in
respect of Letters of Credit issued for its account in full on the date such L/C Disbursement is
made, the unpaid amount of the Reimbursement Obligation thereof shall bear interest from the date
of each L/C Disbursement until such amount shall be paid in full at a rate per annum equal to the
Base Rate (plus an additional 2% per annum, payable on demand, if not reimbursed by the third
Business Day after the date upon which Allied World receives notice of such L/C Disbursement).



     Section 2.7 Interest Rate Determination. The Administrative Agent shall give prompt
notice to Allied World and the applicable Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.6.



     Section 2.8 Collateralization of Letters of Credit.



     (a) At any time and from time to time (i) upon the Administrative Agent’s request given in
accordance with Section 8.2 after the occurrence and during the continuance of an Event of Default
and (ii) on the L/C Maturity Date, Allied World shall deliver to the Administrative Agent as cash
collateral an amount in cash equal to the aggregate Stated Amount of all Letters of Credit issued
for the account of Allied World outstanding at such time (whether or not any beneficiary under any
Letter of Credit shall have drawn or be entitled at such time to draw thereunder). The
Administrative Agent shall deposit such cash in a special collateral account of Allied World
pursuant to arrangements satisfactory to the Administrative Agent (such



33









 




account, the “Cash
Collateral Account”) for the benefit of the Administrative Agent, the Issuing Banks and the
Lenders.




     (b) In the event that, at any time, (i) the aggregate Letter of Credit Exposure shall exceed
105% (or in the case of the Letter of Credit Exposure denominated solely in Dollars, 100%) of the
Aggregate Commitments at such time (after giving effect to any concurrent termination or reduction
thereof) or (ii) the Dollar Amount of the aggregate Stated Amount of all Letters of Credit
denominated in a Foreign Currency would exceed 105% of the Foreign Currency Sublimit, Allied World
shall deliver to the Administrative Agent as cash collateral in an amount in cash equal to Dollar
Amount of such excess, and thereupon such cash shall be deemed to reduce the aggregate Letter of
Credit Exposure or the aggregate Letter of Credit Exposure that is denominated in a Foreign
Currency, as the case may be, by an equivalent Dollar Amount, and such cash shall be deposited in
the Cash Collateral Account for the benefit of the Administrative Agent, the Issuing Banks and the
Lenders.



     (c) Allied World hereby grants to the Administrative Agent, for the benefit of the Issuing
Banks and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all
amounts held therein from time to time as security for the Letter of Credit Exposure of Allied
World, and for application to its aggregate Reimbursement Obligations as and when the same shall
arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive
right of withdrawal, over such account for the benefit of the Fronting Banks and the Lenders and
Allied World shall have no interest therein except as set forth in Section 2.8(d). Other than any
interest on the investment of such amounts in Cash Equivalents, which investments shall be made at
the direction of Allied World (unless a Default or Event of Default shall have occurred and be
continuing, in which case the determination as to investments shall be made at the option and in
the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear
interest. Interest and profits, if any, on such investments shall accumulate in such account.



     (d) In the event of a drawing, and subsequent payment by any Issuing Bank, under any Letter of
Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the
Administrative Agent will deliver to such Issuing Bank a Dollar Amount equal to the Reimbursement
Obligation created as a result of such payment (or, if the amounts so held are less than such
Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor.
Notwithstanding anything in this Agreement to the contrary, to the extent any such drawing is made,
Allied World’s Reimbursement Obligation shall be deemed to have been satisfied and discharged to
the extent of any such payment from the Cash Collateral
Account. Any amounts remaining in any Cash Collateral Account (including interest and
profits) after the expiration of the Letters of Credit and reimbursement in full of the Issuing
Banks for all of their respective obligations thereunder shall be held by the Administrative Agent,
for the benefit of Allied World, to be applied against the Obligations in such order and manner as
the Administrative Agent may direct. If Allied World is required to provide cash collateral
pursuant to Section 2.8(b), such amount (including interest and profits), to the extent not applied
as aforesaid, shall be returned to Allied World, provided that after giving effect to such
return (i) the aggregate Letter of Credit Exposure would not exceed the thresholds specified in
Section 2.7(b) and (ii) no Default or Event of Default shall have occurred and be continuing at
such time. If Allied World is required to provide cash collateral as a result of an Event of




34












 




Default, such amount (to the extent not applied as aforesaid) shall be returned to Allied
World within three (3) Business Days after all Events of Default have been cured or waived.




     Section 2.9 Use of Letters of Credit. The Letters of Credit shall be available and
Allied World agrees that it shall use its Letters of Credit solely to support its own obligations
primarily under the Primary Policies and Reinsurance Agreements to which it is a party.



     Section 2.10 Termination and Reduction of Commitments.



     (a) The Aggregate Commitments shall be automatically and permanently terminated on the
Commitment Termination Date.



     (b) At any time and from time to time after the date hereof, upon not less than three (3)
Business Days’ prior written notice to the Administrative Agent, Allied World may terminate in
whole or reduce in part the aggregate Unutilized Commitments; provided that any such
partial reduction shall be in an aggregate amount of not less than $5,000,000 or, if greater, an
integral multiple of $1,000,000 in excess thereof, and applied ratably among the Lenders according
to their respective Commitments. The amount of any termination or reduction made under this
Section 2.10(b) may not thereafter be reinstated.



     (c) All Commitment Fees accrued in respect of the Unutilized Commitments until the effective
date of any termination thereof shall be paid on the effective date of such termination.



     Section 2.11 Fees. The Credit Parties agree to pay:



     (a) To the Joint Arrangers and Wachovia, in its capacity as both a Fronting Bank and the
Administrative Agent, for their own respective accounts, fees in the amounts and at the times
specified in Annex B to the Commitment Letter;



     (b) To each Fronting Bank other than Wachovia, in its capacity as a Fronting Bank, a fronting
fee in respect of each Letter of Credit issued by it under this Agreement at the rate per annum as
separately agreed to between the Credit Parties and such Fronting Bank.



     (c) To the Administrative Agent, for the account of each Lender, a commitment fee (the
“Commitment Fee”) for each calendar quarter (or portion thereof) at a per annum rate equal
to 0.06% of such Lender’s Ratable Share of the average daily aggregate Unutilized Commitments,
payable in arrears (i) on the last Business Day of each calendar quarter, beginning with December
31, 2007 through the Commitment Termination Date, and (ii) on the Commitment Termination Date;



     (d) To the Administrative Agent, for the account of each Lender, a letter of credit fee (the
“Letter of Credit Fee”) for each calendar quarter (or portion thereof) in respect of all
Letters of Credit outstanding during such quarter, at a per annum rate equal to 0.25% of such
Lender’s Ratable Share of the average daily aggregate Stated Amount of such Letters of Credit. The
Letter of Credit Fee shall be due and payable quarterly in arrears (i) on the last Business Day of
each calendar quarter, commencing with the first such date to occur after the Closing Date through
the Final Expiry Date and (ii) on the Final Expiry Date; and



35









 





     (e) To the L/C Agent and each Fronting Bank, each for its own account, with respect to the
Issuance of each Letter of Credit hereunder, such reasonable fees and expenses as the L/C Agent or
such Fronting Bank, as the case may be, customarily requires in connection with the issuance,
amendment, transfer, negotiation, processing and/or administration of letters of credit.



     Section 2.12 Method of Payments; Computations; Apportionment of Payments.



     (a) All payments by the Credit Parties hereunder (whether of principal, interest, fees or
reimbursement of L/C Disbursements, or under Sections 2.14 or 2.15, or otherwise) shall be made
without setoff, counterclaim or other defense, in Dollars and in immediately available funds to the
Administrative Agent, for the account of the Lenders entitled to such payment (except as otherwise
expressly provided herein as to payments required to be made directly to any Fronting Bank, the L/C
Agent, the Administrative Agent or the Lenders) at the Payment Office, prior to 2:00 p.m.,
Charlotte, North Carolina time, on the date payment is due. Any payment made as required
hereinabove, but after 2:00 p.m., Charlotte, North Carolina time, shall be deemed to have been made
on the next succeeding Business Day. If any payment falls due on a day that is not a Business Day,
then such due date shall be extended to the next succeeding Business Day, and such extension of
time shall then be included in the computation of payment of interest, fees or other applicable
amounts.



     (b) The Administrative Agent will distribute to the Lenders like amounts relating to payments
made to the Administrative Agent for the account of the Lenders as follows: (i) if the payment is
received by 12:00 noon, Charlotte, North Carolina time, in immediately available funds, the
Administrative Agent will make available to each relevant Lender on the same date, by wire transfer
of immediately available funds, such Lender’s ratable share of such payment (based on the
percentage that the amount of the relevant payment owing to such Lender bears to the total amount
of such payment owing to all of the relevant Lenders), and (ii) if such payment is received after
12:00 noon, Charlotte, North Carolina time, or in other than immediately available funds, the
Administrative Agent will make available to each such Lender its ratable share of such payment by
wire transfer of immediately available funds on the next succeeding Business Day (or in the case of
uncollected funds, as soon as practicable after collected). If the Administrative Agent shall not
have made a required distribution to the relevant Lenders as required hereinabove after receiving a
payment for the account of such Lenders, the Administrative Agent will pay to each such Lender, on
demand, its ratable share of such payment with interest thereon at the Federal Funds Rate for each
day from the date such amount was required to be disbursed by the Administrative Agent until the
date repaid to such Lender. The Administrative Agent will distribute to the applicable Fronting
Bank and the L/C Agent like amounts relating to payments made to the Administrative Agent for the
account of such Fronting Bank or the L/C Agent in the same manner, and subject to the same terms
and conditions, as set forth hereinabove with respect to distributions of amounts to the Lenders.



     (c) Unless the Administrative Agent shall have received notice from Allied World prior to the
date on which any payment is due to the Administrative Agent for the account of the relevant
Lenders or the relevant Fronting Bank hereunder that Allied World will not make such payment, the
Administrative Agent may assume that Allied World has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or the
relevant Fronting Bank, as the case may be, the amount due. In such



36









 




event, if Allied World has not in fact made such payment, then each of the relevant Lenders or
the relevant Fronting Bank, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or such Fronting Bank, with
interest thereon, for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.




     (d) All computations of interest and fees hereunder shall be made on the basis of a year
consisting of (i) in the case of interest calculated at the Base Rate (when such calculation is
based on the prime rate), 365/366 days, as the case may be, or (ii) in all other instances, 360
days; and in each case under (i) and (ii) above, with regard to the actual number of days
(including the first day, but excluding the last day) elapsed.



     (e) Upon the occurrence and during the continuance of any Default and/or Event of Default
under Section 8.1(a), and (at the election of the Required Lenders) upon the occurrence and during
the continuance of any other Event of Default, all Reimbursement Obligations (to the extent not
already bearing an additional 2% per annum pursuant to Section 2.6) and, to the greatest extent
permitted by law, all other accrued and outstanding fees and other amounts hereunder, shall bear
interest at a rate per annum equal to the Base Rate plus 2%), and, in each case, such default
interest shall be payable on demand. To the greatest extent permitted by law, interest shall
continue to accrue after the filing by or against Allied World of any petition seeking any relief
in bankruptcy or under any Debtor Relief Law.



     (f) Nothing contained in this Agreement or in any other Credit Document shall be deemed to
establish or require the payment of interest to any Lender at a rate in excess of the maximum rate
permitted by applicable law. If the amount of interest payable for the account of any Lender on
any interest payment date would exceed the maximum amount permitted by applicable law to be charged
by such Lender, the amount of interest payable for its account on such interest payment date shall
be automatically reduced to such maximum permissible amount. In the event of any such reduction
affecting any Lender, if from time to time thereafter the amount of interest payable for the
account of such Lender on any interest payment date would be less than the maximum amount permitted
by applicable law to be charged by such Lender, then the amount of interest payable for its account
on such subsequent interest payment date shall be automatically increased to such maximum
permissible amount; provided that at no time shall the aggregate amount by which interest paid for
the account of any Lender has been increased pursuant to this sentence exceed the aggregate amount
by which interest paid for its account has theretofore been reduced pursuant to the previous
sentence.



     Section 2.13 Recovery of Payments.



     (a) Each Credit Party agrees that to the extent it makes a payment or payments to or for the
account of the Administrative Agent, the L/C Agent, any Lender or any Fronting Bank, which payment
or payments or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any other party under
any Debtor Relief Law (whether as a result of any demand, settlement, litigation or otherwise),
then, to the extent of such payment or repayment, the Obligation intended to be



37









 




satisfied shall be revived and continued in full force and effect as if such payment had not
been received.




     (b) If any amounts distributed by the Administrative Agent to any Lender, the L/C Agent, or
any Fronting Bank are subsequently returned or repaid by the Administrative Agent to any Credit
Party, its representative or successor in interest, or any other Person, whether by court order, by
settlement approved by such Lender, the L/C Agent or such Fronting Bank, or pursuant to applicable
Requirements of Law, such Lender, the L/C Agent or such Fronting Bank will, promptly upon receipt
of notice thereof from the Administrative Agent, pay the Administrative Agent such amount. If any
such amounts are recovered by the Administrative Agent from any Credit Party, its representative or
successor in interest or such other Person, the Administrative Agent will redistribute such amounts
to the Lenders, the L/C Agent or the Fronting Banks on the same basis as such amounts were
originally distributed.



     Section 2.14 Pro Rata Treatment; Several Obligations of Lenders.



     (a) All payments from or on behalf of each Credit Party on account of any Obligations shall be
apportioned ratably among the Lenders based upon their respective share, if any, of the Obligations
with respect to which such payment was made.



     (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Obligations hereunder
resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its
Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving
such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) participations in such Obligations of the other Lenders, or make such
other adjustments as shall be equitable, so that the benefit of all such payments shall be shared
by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Obligations owing them, provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this Section shall not be construed to apply to
(x) any payment made by any Credit Party pursuant to and in accordance with the express terms of
this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in Reimbursement Obligations to any assignee or participant, other than to
any Credit Party or any Subsidiary thereof (as to which the provisions of this Section 2.14(b)
shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of such Credit
Party in the amount of such participation. If under any applicable Debtor Relief Law, any Lender
receives a secured claim in lieu of a setoff to which this Section 2.14(b) applies, such Lender
shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section 2.14(b) to share in the
benefits of any recovery on such secured claim.



38









 





     (c) The obligations of the Lenders hereunder to make L/C Disbursements in respect of
Syndicated Letters of Credit, to fund participations in Participated Letters of Credit and to make
payments pursuant to Section 10.1 are several and not joint. The failure of any Lender to make any
such L/C Disbursement, to fund any such participation or to make any such payment on any date shall
not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such
date, but no Lender shall be responsible for the failure of any other Lender to so make its L/C
Disbursement, purchase its participation or to make any such payment required hereunder.



     Section 2.15 Increased Costs; Change in Circumstances; Illegality.



     (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender or any Fronting Bank;




     (ii) subject any Lender or any Fronting Bank to any Taxes of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit
made by it, or change the basis of taxation of payments to such Lender or such Fronting Bank
in respect thereof (except for Indemnified Taxes covered by Section 2.16 and the imposition
of, or any change in the rate of, any Excluded Tax payable by such Lender or such Fronting
Bank); or




     (iii) impose on any Lender or any Fronting Bank or any other condition, cost or expense
affecting this Agreement made by such Lender or any Letter of Credit or participation
therein (except for Indemnified Taxes covered by Section 2.16 and the imposition of, or any
change in the rate of, any Excluded Tax payable by such Lender or such Fronting Bank);



     and the result of any of the foregoing shall be to increase the cost to such Lender or such
Fronting Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining
its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any
sum received or receivable by such Lender or such Fronting Bank hereunder (whether of principal,
interest or any other amount), then, upon request of such Lender or such Fronting Bank, the Credit
Parties will pay to such Lender or such Fronting Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or such Fronting Bank, as the case may be, for such
additional costs incurred or reduction suffered, provided that nothing in this Section
2.15(a) shall be construed to entitle any Lender or any Fronting Bank to compensation from any
Credit Party for any increased costs if such Lender or such Fronting Bank has been compensated in
full from any Credit Party for such increased costs pursuant to another provision in this
Agreement, it being understood for the avoidance of doubt that any Person seeking compensation for
increased costs under this Section in respect of any Obligations owed to such Person by any Credit
Party shall be deemed compensated in full if the applicable Credit Party is paying interest at the
Base Rate on such Obligation at the time in question.



39









 





     (b) If any Lender or any Fronting Bank reasonably determines that any Change in Law affecting
such Lender or such Fronting Bank or any Lending Office of such Lender or such Lender’s or such
Fronting Bank’s holding company, if any, regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender’s or such Fronting Bank’s capital or on the
capital of such Lender’s or such Fronting Bank’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the participations in Letters of Credit held by such
Lender, or the Letters of Credit issued by the Lenders or such Fronting Bank, to a level below that
which such Lender or such Fronting Bank or such Lender’s or such Fronting Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or such
Fronting Bank’s policies and the policies of such Lender’s or such Fronting Bank’s holding company
with respect to capital adequacy), then from time to time the Credit Parties will pay to such
Lender or such Fronting Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or such Fronting Bank or such Lender’s or such Fronting Bank’s holding
company for any such reduction suffered.



     (c) A certificate of a Lender or Fronting Bank setting forth the amount or amounts necessary
to compensate such Lender or such Fronting Bank or its holding company, as the case may be, as
specified in Section 2.15(a) or Section 2.15(b), and the calculation of such amount or amounts in
reasonable detail (along with supporting documentation), and delivered to the Credit Parties shall
be conclusive absent manifest error. The applicable Credit Party shall pay such Lender or such
Fronting Bank, as the case may be, the amount shown as due on any such certificate within 10
Business Days after receipt thereof.



     (d) Failure or delay on the part of any Lender or any Fronting Bank to demand compensation
pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s
or such Fronting Bank’s right to demand such compensation, provided that no Credit Party
shall be required to compensate a Lender or any Fronting Bank pursuant to the foregoing provisions
of this Section for any increased costs incurred or reductions suffered more than 120 days prior to
the date that such Lender or such Fronting Bank, as the case may be, notifies any Credit Party of
the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such
Fronting Bank’s intention to claim compensation therefor (except that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the 120 days period referred to
above shall be extended to include the period of retroactive effect thereof).



     Section 2.16 Taxes.



     (a) Subject to Section 2.16(e), any and all payments by or on account of any obligation of
each Credit Party hereunder or under any other Credit Document shall be made free and clear of and
without reduction or withholding for any Indemnified Taxes, provided that if any Credit
Party shall be required by applicable law to deduct or withhold any Indemnified Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after making all
required deductions and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section) the Administrative Agent, the applicable Lenders or the
applicable Fronting Bank, as the case may be, receives an amount equal to the sum it would have
received had no such deductions or withholdings been made, (ii) such Credit Party shall make such
deductions or withholdings and (iii) such Credit Party shall



40









 




timely pay the full amount deducted or withheld to the relevant Governmental Authority in
accordance with applicable law.




     (b) Without limiting the provisions of Section 2.16(a), each Credit Party shall timely pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable law.



     (c) Subject to Section 2.16(e), each Credit Party shall indemnify the Administrative Agent,
each Lender and each Fronting Bank, within 10 Business Days after written demand therefor, for the
full amount of any Indemnified Taxes with respect to payments by such Credit Party under this
Agreement or any other Credit Document (including Indemnified Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender
or such Fronting Bank, as the case may be, and any reasonable and documented out-of-pocket expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the applicable Credit Party by a Lender or any Fronting
Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or
on behalf of a Lender or any Fronting Bank, shall be conclusive absent manifest error.



     (d) As soon as practicable after any payment of Indemnified Taxes by any Credit Party to a
Governmental Authority, such Credit Party shall deliver to the Administrative Agent the original or
a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment reasonably satisfactory to
the Administrative Agent.



     (e) Any Lender or any Fronting Bank that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which any Credit Party is resident for tax
purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder
or under any other Credit Document shall comply with all necessary procedural formalities and
deliver, or cause to be delivered, to such Credit Party (with a copy to the Administrative Agent),
at the time or times prescribed by applicable law or reasonably requested by such Credit Party or
the Administrative Agent, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender or any Fronting Bank, if requested by any Credit Party or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by such Credit Party or the Administrative Agent as will enable such Credit
Party or the Administrative Agent to determine whether or not such Lender or such Fronting Bank is
subject to backup withholding or information reporting requirements.



     Without limiting the generality of the foregoing, in the event that any Credit Party is
resident for tax purposes in the United States, any Foreign Lender shall deliver to such Credit
Party and the Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of such Credit Party or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of
the following is applicable:



41









 






     (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a party,




     (ii) duly completed copies of Internal Revenue Service Form W-8ECI,




     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that
such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of such Credit Party within the meaning of Section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form
W-8BEN, or




     (iv) any other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable law to permit such Credit
Party to determine the withholding or deduction required to be made.



     (f) If the Administrative Agent, any Lender or any Fronting Bank determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by any Credit Party or with respect to which any Credit Party has paid additional
amounts, in either case pursuant to this Section 2.16, it shall pay to such Credit Party an amount
equal to such refund (but only to the extent of indemnity payments made, or additional amounts
paid, by such recovery), net of all out-of-pocket expenses of the Administrative Agent, such Lender
or such Fronting Bank, as the case may be, and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund), provided that each Credit
Party, upon the request of the Administrative Agent, such Lender or such Fronting Bank, agrees to
repay the amount paid over to such Credit Party (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such
Fronting Bank in the event the Administrative Agent, such Lender or such Fronting Bank is required
to repay such refund to such Governmental Authority. This Section 2.16(f) shall not be construed
to require the Administrative Agent, any Lender or any Fronting Bank to make available its tax
returns (or any other information relating to its Taxes that it deems confidential) to such Credit
Party or any other Person.



     (g) Each of the Administrative Agent, the Fronting Banks and each Lender agrees to cooperate
with any reasonable request made by any Credit Party in respect of a claim of a refund in respect
of Indemnified Taxes as to which it has been indemnified by any Credit Party or with respect to
which any Credit Party has paid additional amounts pursuant to this Section 2.16, provided
that (i) such Credit Party has agreed in writing to pay all of the Administrative Agent’s or such
Fronting Bank’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such
claim, (ii) the Administrative Agent or such Fronting Bank or such Lender determines, in its good
faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of
such claim and (iii) such Credit Party furnishes, upon request of the Administrative Agent, or such
Fronting Bank or such Lender, an opinion of tax counsel (such opinion and such



42









 




counsel to be reasonably acceptable to such Lender, or such Fronting Bank or the
Administrative Agent) to the effect that such Indemnified Taxes were wrongly or illegally imposed.




     Section 2.17 Replacement Lenders.



     (a) Holdings may, at any time at its sole expense and effort, require any Lender (i) that has
requested compensation from any Credit Party under Section 2.15(a) or Section 2.15(b) or payments
from any Credit Party under Section 2.16, (ii) that is a Defaulting Lender, (iii) which had NAIC
approval on the date it became a party to this Agreement and ceases to maintain such approval or
otherwise shall lose such approval or (iv) that is unable to Issue a Letter of Credit under Section
2.4(i), in any case upon notice to such Lender and the Administrative Agent, to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.6), all of its interests, rights and obligations under this
Agreement and the related Credit Documents to an Eligible Assignee that shall assume such
obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment);
provided that:




     (i) the Administrative Agent shall have received the assignment fee specified in
Section 10.6(b)(iv);




     (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its L/C Disbursements and any L/C Advances, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Credit Documents from
the assignee (to the extent of such outstanding principal and accrued interest and fees) or
any Credit Party (in the case of all other amounts);




     (iii) no assignment pursuant to this Section 2.17 shall be effective until all of the
then outstanding Syndicated Letters of Credit are either amended giving effect to the such
assignment or, if required, returned by each respective beneficiary to the Administrative
Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit
which give effect to such assignment (it being understood that to the extent the respective
beneficiaries whose consent is required do not consent to such assignment, such assignment
cannot occur);




     (iv) in the case of any such assignment resulting from a request for compensation under
Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16,
such assignment will result in a reduction in such compensation or payments thereafter; and




     (v) such assignment does not conflict with applicable Requirements of Law.



     A Lender shall not be required to make any such assignment if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment
cease to apply.



     (b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any
Credit Party is required to pay any additional amount to any Lender, any Fronting Bank or any
Governmental Authority for the account of any Lender pursuant to Section 2.16, then such



43









 




Lender shall use reasonable efforts to designate a different Lending Office for funding or
booking its L/C Disbursements hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, and (ii) in each case
would not subject such Lender or such Fronting Bank to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. Holdings, on behalf of the Credit Parties, hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.




     Section 2.18 Increase in Commitments.



     (a) Holdings shall have the right, at any time and from time to time after the Closing Date by
written notice to and in consultation with the Administrative Agent, to request an increase in the
Aggregate Commitments (each such requested increase, a “Commitment Increase”), by having
one or more existing Lenders increase their respective Commitments then in effect (each, an
“Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more
Persons that are not already Lenders (each, an “Additional Lender”), or a combination
thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum
amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately
after giving effect to any Commitment Increase, the aggregate of all Commitment Increases effected
after the Closing Date shall not exceed $200,000,000, and (iii)  no existing Lender shall be
obligated to increase its Commitment as a result of any request for a Commitment Increase by
Holdings unless it agrees in its sole discretion to do so.



     (b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the
Administrative Agent shall not be unreasonably withheld, conditioned or delayed) and Holdings and
each Additional Lender shall execute a joinder agreement together with all such other documentation
as the Administrative Agent and Holdings may reasonably require, all in form and substance
reasonably satisfactory to the Administrative Agent and Holdings, to evidence the Commitment of
such Additional Lender and its status as a Lender hereunder.



     (c) If the Aggregate Commitments are increased in accordance with this Section, the
Administrative Agent and Holdings shall determine the effective date (the “Commitment Increase
Date,” which shall be a Business Day not less than thirty (30) days prior to the Commitment
Termination Date) and the final amount and allocation of such increase. The Administrative Agent
shall promptly notify Holdings and the Lenders of the final amount and allocation of such increase
and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the
Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the
Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase.



     (d) Notwithstanding anything set forth in this Section 2.18 to the contrary, no increase in
the Aggregate Commitments pursuant to this Section 2.18 shall be effective unless:



44









 





     (i) The Administrative Agent shall have received the following, each dated the
Commitment Increase Date and in form and substance reasonably satisfactory to the
Administrative Agent:




     (A) as to each Increasing Lender, evidence of its agreement to provide a
portion of the Commitment Increase, and as to each Additional Lender, a duly
executed joinder agreement together with all other documentation required by the
Administrative Agent pursuant to Section 2.18(b);




     (B) an instrument, duly executed by each Credit Party, acknowledging and
reaffirming its obligations under this Agreement, the Security Documents and the
other Credit Documents to which it is a party and the validity and continued effect
of the Liens granted in favor of the Administrative Agent thereunder;




     (C) a certificate of the secretary or an assistant secretary of each Credit
Party, certifying to and attaching the resolutions adopted by the board of directors
(or similar governing body) of such Credit Party approving or consenting to such
Commitment Increase;




     (D) a certificate of a Financial Officer of Holdings, certifying that (y) as of
the Commitment Increase Date, all representations and warranties of the Credit
Parties contained in this 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 the
Commitment Increase and any Letters of Credit issued in connection therewith (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 as of such date), and (z) no Default or
Event of Default has occurred and is continuing, both immediately before and after
giving effect to such Commitment Increase (including any Letters of Credit issued in
connection therewith and the application of the proceeds thereof); and



     (ii) Each outstanding Syndicated Letter of Credit shall have been amended giving effect
to the Commitment Increase or, if required, returned by each respective beneficiary to the
Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter
of Credit giving effect to the Commitment Increase; and



     (iii) In the case of any Credit Extension in connection with such Commitment Increase,
the conditions precedent set forth in Section 3.2 shall have been satisfied.



45









 





ARTICLE III




CONDITIONS PRECEDENT




     Section 3.1 Conditions Precedent to the Closing Date. The obligations of the Issuing
Banks to issue Letters of Credit shall not become effective until the date (the “Closing
Date”) on which each of the following conditions is satisfied (or waived in accordance with
Section 10.5):



     (a) On the Closing Date, the Credit Parties, the Administrative Agent and each Lender shall
have signed a counterpart of this Agreement and shall have delivered (or transmitted by telecopy)
the same to the Administrative Agent at its Payment Office;



     (b) On the Closing Date, the Administrative Agent shall have received (i) an opinion, in form
and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative
Agent and each of the Lenders and dated the Closing Date, from Kelley Drye & Warren LLP, special
New York counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit
E-1, and (ii) an opinion, in form and substance reasonably satisfactory to the Administrative
Agent, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date,
from Appleby, special Bermuda counsel to the Credit Parties, which opinion shall cover the matters
contained in Exhibit E-2;



     (c) On the Closing Date, 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 (i) each of the representations and warranties set forth in
this Agreement and in 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, each as of the Closing
Date (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 as of such date), (ii) there is no pending or threatened litigation, bankruptcy or other
proceeding in which there is a reasonable likelihood of an adverse determination which could
reasonably be expected to result in a Material Adverse Effect or which seeks to restrain, enjoin or
prevent the closing of the credit facilities provided for herein, (iii) no Default or Event of
Default exists as of the Closing Date and (iv) there has not occurred or become known to the
Administrative Agent since December 31, 2006, a change, occurrence or development that could
reasonably be expected to have a Material Adverse Effect;



     (d) On the Closing Date, the Administrative Agent shall have received a certificate of the
secretary or an assistant secretary of each Credit Party, in form and substance reasonably
satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and
complete copy of the articles or certificate of incorporation, certificate of formation or other
organizational document and all amendments thereto of such Credit Party, certified as of a recent
date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of
organization, and that the same has not been amended since the date of such certification, (ii)
that attached thereto is a true and complete copy of the bylaws or similar governing document of
such Credit Party, as then in effect and as in effect at all times from the date on which the
resolutions referred to in clause (iii) below were adopted to and including the date of such
certificate, and



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(iii) that attached thereto is a true and complete copy of resolutions adopted by the board of
directors (or similar governing body) of such Credit Party authorizing the execution, delivery and
performance of this Agreement and the other Credit Documents to which it is a party, and as to the
incumbency and genuineness of the signature of each officer of such Credit Party executing this
Agreement or any of the other Credit Documents, and attaching all such copies of the documents
described above;




     (e) On the Closing Date, the Administrative Agent shall have received counterparts of the
Security Agreement and Account Control Agreement executed by Allied World, together with:




     (i) all documents and instruments, including Uniform Commercial Code financing
statements where applicable, in each jurisdiction reasonably requested by the Administrative
Agent to be filed, registered or recorded to create or perfect the Liens intended to be
created under the Security Agreement;




     (ii) results of a recent search of the Uniform Commercial Code (or equivalent) filings
made with respect to each Credit Party in the jurisdictions contemplated in clause (i) above
(including, without limitation, Washington D.C. and Bermuda) and in such other jurisdictions
in which Collateral is located on the Closing Date which may be reasonably requested by the
Administrative Agent, and copies of the financing statements (or similar documents)
disclosed by such search and evidence reasonably satisfactory to the Administrative Agent
that the Liens indicated by such financing statements (or similar documents) are permitted
by the Credit Documents or have been terminated or released;




     (iii) for each Custodial Account, a duly executed Account Control Agreement with the
applicable Custodian in a form reasonably acceptable to the Administrative Agent and each
such Account Control Agreement shall be in full force and effect; and




     (iv) a duly executed Collateral Base Report, giving effect to the transfer of
collateral from the collateral account maintained by the Custodian for Barclays Bank plc to
the Custodial Account, confirming that the Minimum Collateral Amount (after giving effect to
the Issuance of the Existing Letters of Credit as set forth in Section 2.3), does not exceed
the Collateral Base and the Administrative Agent shall have received confirmation from the
Custodian satisfactory to it that such transfer of collateral to the Custodial Account
constituting the Collateral Base calculated in such report has been effected.



     (f) All approvals, permits and consents of any Governmental Authorities (including all
relevant Insurance Regulatory Authorities) or other Persons required in connection with the
execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby shall have been obtained (without the imposition of conditions that are not reasonably
acceptable to the Administrative Agent), and all related filings, if any, shall have been made, and
all such approvals, permits, consents and filings shall be in full force and effect and the
Administrative Agent shall have received such copies thereof as it shall have reasonably requested
and such documents and papers where appropriate to be certified by proper corporate



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or governmental authorities; all applicable waiting periods shall have expired without any
adverse action being taken by any Governmental Authority having jurisdiction; and no action,
proceeding, investigation, regulation or legislation shall have been instituted, threatened or
proposed before, and no order, injunction or decree shall have been entered by, any court or other
Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages
in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other
Credit Documents or the consummation of the transactions contemplated hereby or thereby, or that
could reasonably be expected to have a Material Adverse Effect;




     (g) Since December 31, 2006, both immediately before and after giving effect to the making of
the initial Credit Extensions (if any), there shall not have occurred or become known to the
Administrative Agent, a change, occurrence or development that could reasonably be expected to have
a Material Adverse Effect;



     (h) On the Closing Date, there shall exist no Default or Event of Default, and all
representations and warranties made by each Credit Party contained herein or in any other Credit
Document shall be true and correct in all material respects (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified date shall be required
to be true and correct in all material respects only as of such specified date);



     (i) The Credit Parties shall have paid (i) to the Joint Arrangers, the fees specified in Annex
B to the Commitment Letter to be paid to them on the Closing Date, (ii) to the Administrative
Agent, the initial payment of the annual administrative fee described in Annex B to the Commitment
Letter, and (iii) all other fees and reasonable expenses of the Joint Arrangers, the Administrative
Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior
to the Closing Date (including legal fees and expenses) pursuant to the Commitment Letter;



     (j) The Administrative Agent shall have received satisfactory confirmation from A.M. Best
Company that the current Financial Strength Rating of each Material Insurance Subsidiary that has
such a rating is “B++” or better;



     (k) Holdings shall have delivered a Compliance Certificate calculated on a pro forma basis as
of September 30, 2007 after giving effect to the making of the initial Credit Extensions (if any);



     (l) Concurrently with the Closing Date, (i) all amounts outstanding under Allied World’s
existing credit agreement with Barclays Bank plc dated as of December 31, 2003 (as amended, the
“Existing Credit Agreement”) shall be repaid and satisfied in full and all guarantees
relating thereto extinguished, (ii) all commitments to extend credit under the Existing Credit
Agreement shall be terminated, (iii) any Liens securing the Existing Credit Agreement shall be
released and any related filings (including UCC filings) terminated of record (or arrangements
satisfactory to the Administrative Agent made therefor), and (iv) any letters of credit outstanding
under the Existing Credit Agreement shall be deemed issued hereunder as Existing Letters of
Credit); and the Administrative Agent shall have received evidence of the foregoing satisfactory to
it, including a payoff letter executed by the parties to the Existing Credit Agreement; and



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     (m) The Administrative Agent shall have received such other documents, certificates, opinions
and instruments in connection with the transactions contemplated hereby as it shall have reasonably
requested.



     Without limiting the generality of the provisions of Section 9.4, for purposes of determining
compliance with the conditions specified in this Section 3.1, each Lender that has signed this
Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required hereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Closing Date specifying its objection thereto.



     Section 3.2 Conditions Precedent to All Credit Extensions. The obligation of each Lender
and each Fronting Bank to make any Credit Extension shall be subject to the prior or concurrent
satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of
the conditions precedent set forth below:



     (a) The Closing Date shall have occurred;



     (b) Allied World shall have delivered a Letter of Credit Notice in accordance with Section
2.1(b) or Section 2.2(b), as applicable, and a Collateral Base Report on the Business Day
immediately preceding the proposed date of Issuance;



     (c) Each of the representations and warranties of the Credit Parties set forth in this
Agreement and in 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, in each case only as of the
date of any Credit Extension, with the same effect as if made on and as of such date, both
immediately before and after giving effect to Credit Extension (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);



     (d) With respect to the Issuance of any Letter of Credit, the conditions in Section 2.4 have
been satisfied; and



     (e) No Default or Event of Default shall have occurred and be continuing on such date, both
immediately before and after giving effect to such Credit Extension.



     Each giving of a Letter of Credit Notice, and the consummation of each Credit Extension, shall
be deemed to constitute a representation and warranty by Allied World that the statements contained
in Section 3.2(c) through Section 3.2(e) above are true, both as of the date of such notice or
request and as of the date such Credit Extension is made.



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ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     To induce the Administrative Agent, the L/C Agent, the Fronting Banks and the Lenders to enter
into this Agreement and to induce the Lenders to extend the credit contemplated hereby and the
Issuing Banks to issue Letters of Credit, each of the Credit Parties (solely as to itself and its
Subsidiaries) represents and warrants to the Administrative Agent, the L/C Agent, the Fronting
Banks and the Lenders as follows:



     Section 4.1 Organization and Power. Each Credit Party and its Subsidiaries (i) is
duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, (ii) has the full corporate power and authority to own and hold its property and to
engage in its business as presently conducted, and (iii) is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where the nature of its business
or the ownership of its properties requires it to be so qualified, except where the failure to be
so qualified could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.



     Section 4.2 Authorization; Enforceability. Such Credit Party has the full corporate
power and authority to execute, deliver and perform its obligations under the Credit Documents to
which it is or will be a party and has taken all necessary corporate action to execute, deliver and
perform its obligations under each of the Credit Documents to which it is or will be a party, and
has, or on the Closing Date (or any later date of execution and delivery) will have, validly
executed and delivered each of the Credit Documents to which it is or will be a party. This
Agreement constitutes, and each of the other Credit Documents upon execution and delivery by each
Credit Party that is a party thereto will constitute, the legal, valid and binding obligation of
each Credit Party that is a party hereto or thereto, enforceable against it in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting creditors’
rights generally or by general equitable principles regardless of whether enforceability is
considered in a proceeding in equity or at law.



     Section 4.3 No Violation. The execution, delivery and performance by each Credit
Party of this Agreement and each of the other Credit Documents to which it is or will be a party,
and compliance by it with the terms hereof and thereof, do not and will not (i) violate any
provision of its certificate of incorporation or bylaws (or other similar organizational document
or governing document), (ii) contravene any other Requirement of Law applicable to it,
(iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a
default under any material indenture, agreement or other instrument to which it is a party, by
which it or any of its properties is bound or to which it is subject, or (iv) except for the Liens
granted in favor of the Administrative Agent pursuant hereto or to the Security Documents, result
in or require the creation or imposition of any Lien upon any of its properties or assets, other
than, in the case of clauses (ii), (iii) and (iv), such contraventions, conflicts, breaches,
defaults and creation or imposition of Liens that could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



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     Section 4.4 Governmental and Third-Party Authorization; Permits.



     (a) Except as set forth on Schedule 4.4, no consent, approval, authorization or other action
by, notice to, or registration or filing with, any Governmental Authority or other Person is or
will be required as a condition to or otherwise in connection with the due execution, delivery and
performance by such Credit Party of this Agreement or any of the other Credit Documents to which it
is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i)
filings of Uniform Commercial Code financing statements and the filing of a charge with the
Registrar of Companies in Bermuda and (ii) such consents, approvals, authorizations and other
actions which the failure to obtain could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



     (b) Each such Credit Party and its Subsidiaries has, and is in good standing with respect to,
all governmental approvals, licenses, permits and authorizations necessary to conduct its business
as presently conducted and to own or lease and operate its properties, except for those the failure
to obtain which could not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.



     (c) Schedule 4.4 lists with respect to each Insurance Subsidiary of such Credit Party, as of
the Closing Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses
(including licenses or certificates of authority from relevant Insurance Regulatory Authorities),
permits or authorizations to transact insurance and reinsurance business (collectively, the
“Licenses”), and indicates the type or types of insurance in which each such Insurance
Subsidiary is permitted to be engaged with respect to each License therein listed. (i) No such
License is the subject of a proceeding for suspension, revocation or limitation or any similar
proceedings, and (ii) no such suspension, revocation or limitation is threatened in writing by any
relevant Insurance Regulatory Authority, that, in each instance under (i) and (ii) above, could
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each
Insurance Subsidiary has obtained and maintains in full force and effect all licenses and permits
from all Governmental Authorities and Insurance Regulatory Authorities necessary to operate in the
jurisdictions in which it operates, in each case other than such licenses and permits the failure
to obtain or maintain, individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.



     Section 4.5 Litigation. There are no actions, investigations, suits or proceedings
pending or, to the knowledge of the Credit Parties, threatened, at law or in equity before any
Governmental Authority or in arbitration, against or affecting such Credit Party, any of its
Subsidiaries or any of their respective properties (i) in which there is a reasonable likelihood of
an adverse determination which could reasonably be expected to result in a Material Adverse Effect,
or (ii) with respect to this Agreement or any of the other Credit Documents to which such Credit
Party is a party.



     Section 4.6 Taxes. Each of such Credit Party and its Subsidiaries has timely filed
all federal, state, local and foreign tax returns and reports required to be filed by it and has
paid all Taxes, assessments, fees and other charges levied upon it or upon its properties that are
shown thereon as due and payable, other than (i) those Taxes, assessments, fees and other charges
that are being contested in good faith and by proper proceedings and for which adequate reserves



51









 




have been established in accordance with GAAP, or (ii) where the failure to file such returns
and reports or the failure to pay such Taxes, assessments, fees and other charges could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such
returns are true, correct and complete in all material respects. There is no ongoing audit or
examination or other investigation by any Governmental Authority of the tax liability of such
Credit Party or any of its Subsidiaries the outcome of which could reasonably be expected to have a
Material Adverse Effect. There is no unresolved claim by any Governmental Authority concerning the
tax liability of such Credit Party or any of its Subsidiaries for any period for which tax returns
have been or were required to have been filed, other than claims for which adequate reserves have
been established in accordance with GAAP or that could not reasonably be expected to have a
Material Adverse Effect.




     Section 4.7 Subsidiaries.



     (a) Set forth on Schedule 4.7 is a complete and accurate list of all of the Subsidiaries of
Holdings as of the Closing Date, together with, for each such Subsidiary, and, as to each such
Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding
direct ownership interests in such Subsidiary and (iii) the percentage of ownership of such
Subsidiary represented by such ownership interests. Each of Holdings and its Subsidiaries owns,
free and clear of Liens, and has the unencumbered right to vote, all outstanding ownership
interests in each Person shown to be held by it in Schedule 4.7.



     (b) No Subsidiary is a party to any agreement or instrument or otherwise subject to any
restriction or encumbrance that restricts or limits its ability to make dividend payments or other
distributions in respect of its Capital Stock, to repay Indebtedness owed to such Credit Party or
any other Subsidiary, to make loans or advances to such Credit Party or any other Subsidiary, or to
transfer any of its assets or properties to such Credit Party or any other Subsidiary, in each case
other than such restrictions or encumbrances existing under or by reason of the Credit Documents or
applicable Requirements of Law.



     Section 4.8 Full Disclosure. All factual information heretofore, contemporaneously or
hereafter furnished in writing to the Administrative Agent, the Joint Arrangers or any Lender by or
on behalf of such Credit Party for purposes of or in connection with this Agreement or any of the
other Credit Documents is or will be true and accurate in all material respects on the date as of
which such information is dated or certified (or, if such information has been updated, amended or
supplemented, on the date as of which any such update, amendment or supplement is dated or
certified) and not made incomplete by omitting to state a material fact necessary to make the
statements contained herein and therein, in light of the circumstances under which such information
was provided, not misleading. As of the Closing Date, there is no fact known to such Credit Party
that has, or could reasonably be expected to have, a Material Adverse Effect, which fact has not
been set forth herein, in the financial statements of Holdings and its Subsidiaries furnished to
the Administrative Agent and/or the Lenders, or in any certificate, opinion or other written
statement made or furnished by the Credit Parties to the Administrative Agent and/or the Lenders.



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     Section 4.9 Absence of Default. No Default or Event of Default has occurred and is
continuing or would result from the consummation of any transaction contemplated by this Agreement
or any other Credit Document.



     Section 4.10 Ownership of Property; Liens. Each such Credit Party and its
Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of its business, except for such
defects in title as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The property of such Credit Party and its Subsidiaries is subject to no
Liens, other than Liens permitted under Section 7.3.



     Section 4.11 No Material Adverse Effect. There has been no Material Adverse Effect
since December 31, 2006, and there exists no change, occurrence or development, either individually
or in the aggregate, that has had or could reasonably be expected to have a Material Adverse
Effect.



     Section 4.12 Financial Matters.



     (a) Holdings has heretofore furnished to the Administrative Agent copies of (i) the audited
consolidated balance sheets of Holdings and its Subsidiaries as of December 31, 2006, 2005 and 2004
and the related statements of income, stockholders’ equity and cash flows for the fiscal years or
period then ended, together with the opinion of Deloitte thereon, and (ii) the unaudited
consolidated balance sheet of Holdings and its Subsidiaries as of September 30, 2007, and the
related statements of income, stockholders’ equity and cash flows for the nine-month period then
ended. Such consolidated financial statements have been prepared in accordance with GAAP (subject,
with respect to the unaudited financial statements, to the absence of notes required by GAAP and to
normal year end adjustments) and present fairly, in all material respects, the financial position
of Holdings and its Subsidiaries, and the results of their operations and their cash flows, as of
the dates and for the periods indicated. Except for liabilities and obligations disclosed or
provided for in the most recent financial statements referred to above and the notes thereto or the
most recent financial statements and the notes thereto delivered pursuant to Section 5.1, as of the
date of such financial statements, none of the Credit Parties had any material liability or
obligation that, in accordance with GAAP, would have been required to have been disclosed or
provided for in such financial statements or the notes thereto.



     (b) Holdings has heretofore furnished to the Administrative Agent copies of (i) the Annual
Statements of each Material Insurance Subsidiary as of December 31, 2006 and 2005 and for the
fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority,
(collectively, the “Historical Statutory Statements”). The Historical Statutory Statements
(including the provisions made therein for investments and the valuation thereof, reserves, policy
and contract claims and statutory liabilities) have been prepared, in all material respects, in
accordance with SAP (except as may be reflected in the notes thereto), were in all material
respects, in compliance with applicable Requirements of Law when filed and present fairly in all
material respects the financial condition of the respective Material Insurance Subsidiaries covered
thereby as of the respective dates thereof and the results of operations, changes in capital and
surplus and cash flows of the respective Material Insurance Subsidiaries covered thereby for



53









 




the respective periods then ended. Except for liabilities and obligations disclosed or
provided for in the Historical Statutory Statements (including reserves, policy and contract claims
and statutory liabilities), no Material Insurance Subsidiary had, as of the date of its respective
Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever
(whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP,
would have been required to have been disclosed or provided for in such Historical Statutory
Statements.




     (c) Neither (i) the board of directors of such Credit Party, a committee thereof or an
authorized officer of such Credit Party has concluded that any financial statement previously
furnished to the Administrative Agent or any Lender should no longer be relied upon because of an
error, nor (ii) has such Credit Party been advised by its auditors that a previously issued audit
report or interim review cannot be relied upon.



     Section 4.13 ERISA



     (a) Each such Credit Party and its ERISA Affiliates is in compliance in all respects with the
applicable provisions of ERISA, and each Plan is and has been administered in compliance in all
respects with all applicable Requirements of Law, including the applicable provisions of ERISA and
the Code, except for any noncompliance that could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. No ERISA Event (i) has occurred within the
five-year period prior to the Closing Date and is continuing, or (ii) to the knowledge of such
Credit Party, is reasonably expected to occur with respect to any Plan, in either case that could
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No
Plan has any Unfunded Pension Liability as of the date of the most recent actuarial report
applicable thereto, and no such Credit Party or any of its ERISA Affiliates has engaged in a
transaction that would be subject to Section 4069 or 4212(c) of ERISA, in either instance where the
same could reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.



     (b) No such Credit Party nor any of its ERISA Affiliates has had a complete or partial
withdrawal from any Multiemployer Plan for which there exists unsatisfied withdrawal liability that
could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,
and no such Credit Party nor any of its ERISA Affiliates would become subject to any withdrawal
liability under ERISA that could reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect if such Credit Party or any such ERISA Affiliate were to withdraw
completely from all Multiemployer Plans as of the most recent valuation date for the Multiemployer
Plans. To the knowledge of such Credit Party, no Multiemployer Plan is in “reorganization” or is
“insolvent” within the meaning of such terms under ERISA.



     (c) Each Foreign Pension Plan has been maintained in compliance with its terms and with the
requirements of any and all applicable Requirements of Law and has been maintained, where required,
in good standing with applicable regulatory authorities, except where the failure to do any of the
foregoing has not had, or could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect. All contributions required to be made with respect to a
Foreign Pension Plan have been timely made, except where the failure to do any of the foregoing has
not had, or could not reasonably be expected to have, either



54









 




individually or in the aggregate, a Material Adverse Effect. No Credit Party or any of its
Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from,
any Foreign Pension Plan, except for any obligations which have not had, or could not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse Effect. The present
value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan,
determined as of the end of the most recently ended fiscal year of Holdings on the basis of
actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets
of such Foreign Pension Plan allocable to such benefit liabilities (any such excess a “value
shortfall”), except for any such value shortfalls which have not had, or could not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse Effect.




     Section 4.14 Environmental Matters. Except with respect to any matters that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, neither Holdings nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required for its business under any Environmental Law, or (ii) is involved in any suit, action or
proceeding, or has received any written notice, complaint or other request for information from any
Governmental Authority or other Person, with respect to any actual or alleged Environmental Claims.
For the avoidance of doubt, this Section 4.14 shall not apply to any suits, actions, claims or
proceedings against Holdings and its Subsidiaries with respect to Primary Policies and Reinsurance
Agreements entered into in the ordinary course of business.



     Section 4.15 Compliance with Laws. Each such Credit Party and its Subsidiaries has
timely filed all reports, documents and other materials required to be filed by it under all
applicable Requirements of Law with any Governmental Authority, has retained all records and
documents required to be retained by it under all applicable Requirements of Law, and is otherwise
in compliance with all applicable Requirements of Law in respect of the conduct of its business and
the ownership and operation of its properties, except for any failure to timely file, any failure
to retain and any noncompliance that could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



     Section 4.16 Regulated Industries. No such Credit Party is (i) an “investment
company,” or a company “controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended, or (ii) required to be licensed under The Investment Business Act
of 2003 of Bermuda.



     Section 4.17 Insurance. The assets, properties and business of such Credit Party and
its Subsidiaries are insured against such hazards and liabilities, under such coverages and in such
amounts, as are customarily maintained by prudent companies similarly situated and under policies
issued by insurers of recognized responsibility.



     Section 4.18 OFAC; PATRIOT Act.



     (a) To the best of its knowledge, neither such Credit Party nor its Subsidiaries, in each case
that is subject to OFAC, is a Sanctioned Person or does business in a Sanctioned Country or with a
Sanctioned Person in violation of the economic sanctions of the United States



55









 




administered by OFAC that are applicable to it, except where such violation could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.




     (b) Such Credit Party and its Subsidiaries, in each case that is subject to the PATRIOT Act,
is in compliance in all material respects with the provisions of the PATRIOT Act that are
applicable to it.



     Section 4.19 Security Documents. The Security Documents create a valid and
enforceable security interest in and Lien upon all right, title and interest of Allied World in and
to the Collateral purported to be pledged by it thereunder and described therein, superior to and
prior to the rights of all third persons and subject to no other Liens except as specifically
permitted herein and therein. Other than the filing of a charge with the Bermuda Registrar of
Companies, no filings or recordings are required in order to ensure the enforceability, perfection
or priority of the security interests created under the Security Documents, except for filings or
recordings which shall have been previously made.



     Section 4.20 Status under Bermuda Law.



     (a) Such Credit Party is subject to civil and commercial Requirements of Law with respect to
its obligations under the Credit Documents, and the execution, delivery, and performance by such
Credit Party of each of the Credit Documents to which it is a party constitute and will constitute
private and commercial acts and not public or governmental acts. No such Credit Party or any of
its property has 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) under the Laws of Bermuda in respect of its obligations under the Credit Documents;



     (b) The Credit Documents are in proper legal form under the laws of Bermuda for the
enforcement thereof against such Credit Party under the Requirements of Law of such jurisdiction,
and to ensure the legality, validity, enforceability, priority, or admissibility in evidence of the
Credit Documents. It is not necessary to ensure the legality, validity, enforceability, priority,
or admissibility in evidence of the Credit Documents against such Credit Party that the Credit
Documents be filed, registered, or recorded with, or executed or notarized before, any court or
other authority in Bermuda or that any registration charge or stamp or similar tax be paid on or in
respect of the Credit Documents or any other document, except for (i) the filing of a charge with
the Bermuda Registrar of Companies, (ii) any such filing, registration, recording, execution, or
notarization as has been made or is not required to be made until the Credit Document or any other
document is sought to be enforced, and (iii) any charge or tax as has been timely paid;



     (c) As of the Closing Date, there is no tax, impost, duty, fee, assessment, or other
governmental charge, or any deduction or withholding, imposed by any Government Authority in or of
Bermuda either (i) on or by virtue of the execution or delivery of the Credit Documents or (ii) on
any payment to be made by such Credit Party pursuant to the Credit Documents; and



     (d) The execution, delivery, and performance of the Credit Documents executed by such Credit
Party are, under applicable foreign exchange control regulations of Bermuda, not



56









 




subject to any notification or authorization except (i) such as have been made or obtained or
(ii) such as cannot be made or obtained until a later date (provided that any notification
or authorization described in clause (ii) shall be made or obtained as soon as is reasonably
practicable).




ARTICLE V




AFFIRMATIVE COVENANTS




     Until the termination of the Commitments, the termination or expiration of all Letters of
Credit and the payment in full in cash of all Reimbursement Obligations together with all fees,
expenses and other amounts then due and owing hereunder, each of the Credit Parties (solely as to
itself and its Subsidiaries) covenants and agrees that,:



     Section 5.1 GAAP Financial Statements. Holdings will deliver to the Administrative
Agent (for distribution to the Lenders):



     (a) As soon as available and in any event within forty-five (45) days (or, if earlier, the
fifth Business Day following the date upon which Holdings files its quarterly report under the
Exchange Act rules and regulations) after the end of each of the first three fiscal quarters of
each fiscal year, beginning with the fiscal quarter ending March 31, 2008, unaudited consolidated
and consolidating balance sheets of Holdings and its Subsidiaries as of the end of such fiscal
quarter and unaudited consolidated and consolidating statements of income and unaudited
consolidated statements of comprehensive income, cash flows and changes in shareholders’ equity for
Holdings and its Subsidiaries for the fiscal quarter then ended and for that portion of the fiscal
year then ended, in each case setting forth comparative consolidated figures as of the end of and
for the corresponding period in the preceding fiscal year, all in reasonable detail and prepared in
accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal
year-end adjustments) applied on a basis consistent with that of the preceding quarter or
containing disclosure of the effect on the financial condition or results of operations of any
change in the application of accounting principles and practices during such quarter; and



     (b) As soon as available and in any event within ninety (90) days (or, if earlier, the fifth
Business Day following the date upon which Holdings files its annual report under the Exchange Act
rules and regulations) after the end of each fiscal year, beginning with fiscal year ending
December 31, 2007, an audited consolidated and unaudited consolidating balance sheet of Holdings
and its Subsidiaries as of the end of such fiscal year and the related audited consolidated and
unaudited consolidating statements of income and unaudited consolidated statements of comprehensive
income, cash flows and shareholders’ equity for Holdings and its Subsidiaries for the fiscal year
then ended, including the notes thereto, in each case setting forth comparative consolidated
figures as of the end of and for the preceding fiscal year, all in reasonable detail and (with
respect to the audited statements) certified by the independent certified public accounting firm
regularly retained by Holdings or another independent certified public accounting firm of
recognized national standing reasonably acceptable to the Administrative Agent, together with a
report thereon by such accountants that is not qualified as to going concern or scope of audit and
to the effect that such consolidated financial statements



57









 




present fairly, in all material respects, the financial position of Holdings and its
Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the
periods indicated, in accordance with GAAP.




     Section 5.2 Statutory Financial Statements. Holdings will deliver to the
Administrative Agent (for distribution to the Lenders) as soon as available and in any event within
five Business Days after the required filing date, an Annual Statement of each of its Material
Insurance Subsidiaries as of the end of each fiscal year beginning with the fiscal year ending
December 31, 2007, in the form filed with the Insurance Regulatory Authority in its jurisdiction of
domicile, prepared in accordance with SAP, in each case applied on a basis consistent with that of
the preceding reporting period or containing disclosure of the effect on the financial condition or
results of operations of any change in the application of accounting principles and practices
during such year.



     Documents required to be delivered pursuant to Section 5.1, Section 5.2 or Section 5.3(c) may,
at Holdings’ option, be delivered electronically and, if so delivered, shall be deemed to have been
delivered on the date (i) on which Holdings posts such documents, or provides a link thereto, on a
website on the internet at a website address previously specified to the Administrative Agent and
the Lenders; or (ii) on which such documents are posted on behalf of Holdings on Intralinks,
SyndTrak or another relevant website, if any, to which each of the Administrative Agent and each
Lender has access; provided that (x) upon the request of the Administrative Agent or any Lender
lacking access to the internet, Intralinks or SyndTrak, Holdings shall deliver paper copies of such
documents to the Administrative Agent or such Lender (until a written request to cease delivering
paper copies is given by the Administrative Agent or such Lender) and (y) Holdings shall notify
(which may be by a facsimile or electronic mail) the Administrative Agent and each Lender of the
posting of any documents. The Administrative Agent shall have no obligation to request the
delivery of, or to maintain copies of, the documents referred to in the proviso to the immediately
preceding sentence or to monitor compliance by Holdings with any such request for delivery, and
each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of
such documents.



     Section 5.3 Other Business and Financial Information. Holdings will deliver to the
Administrative Agent (for distribution to the Lenders):



     (a) Concurrently with each delivery of the financial statements described in Section 5.1, a
Compliance Certificate in the form of Exhibit B with respect to the period covered by the financial
statements then being delivered, executed by a Financial Officer of Holdings, together with a
Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set
forth in Article VI of this Agreement as of the last day of the period covered by such financial
statements;



     (b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event
within 150 days after the end of each fiscal year, beginning with the fiscal year ending December
31, 2007, a copy of any financial analysis or opinion prepared regarding the adequacy of such
Material Insurance Subsidiary’s loss reserves as of such fiscal year-end, together with a copy of
its management discussion and analysis in connection therewith (but only if and to the extent
required by the applicable Insurance Regulatory Authority with regard to such Material



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Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such
Material Insurance Subsidiary’s jurisdiction of domicile;




     (c) Promptly after and in any event no later than the fifth Business Day after the sending,
filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy
statements that Holdings or any of its Material Subsidiaries shall send or make available generally
to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K
or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on
Form S-8 or its successor form) that Holdings or any of its Material Subsidiaries shall render to
or file with the Securities and Exchange Commission, the National Association of Securities
Dealers, Inc. or any national securities exchange, (iii) all reports on Form A (or any successor
form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority,
and (iv) all material filings made under applicable state insurance holding company acts in the
United States by Holdings or any of its Material Subsidiaries, including filings seeking approval
of transactions with Affiliates;



     (d) Promptly after (and in any event within five Business Days after (or within three Business
Days after in the case of clause (i) below)) any Responsible Officer of such Credit Party obtaining
knowledge thereof, written notice of any of the following:




     (i) the occurrence of any Default or Event of Default, together with a written
statement of a Responsible Officer of such Credit Party specifying the nature of such
Default or Event of Default, the period of existence thereof and the action that such Credit
Party has taken and proposes to take with respect thereto;




     (ii) the institution or threatened institution of any action or suit against or
affecting Holdings or any of its Subsidiaries, or any investigation or proceeding by any
Insurance Regulatory Authority or other Governmental Authority (other than inquiries and
routine periodic investigations or reviews), in which there is a reasonable likelihood of an
adverse determination which could reasonably be expected to result in a Material Adverse
Effect, and any material development in any litigation or other proceeding previously
reported pursuant to Section 4.5 or this subsection (d);




     (iii) the receipt by Holdings or any of its Subsidiaries from any Insurance Regulatory
Authority or other Governmental Authority of (i) any written notice asserting any failure by
Holdings or any of its Subsidiaries to be in compliance with applicable Requirements of Law
or that threatens the taking of any action against Holdings or such Subsidiary or sets forth
circumstances that, if taken or adversely determined, could reasonably be expected to have a
Material Adverse Effect, or (ii) any written notice of any actual or threatened suspension,
limitation or revocation of, failure to renew, or imposition of any restraining order,
escrow or impoundment of funds in connection with, any license, permit, accreditation or
authorization of Holdings or any of its Subsidiaries, as to which there is a reasonable
possibility of an adverse determination which could reasonably be expected to result in a
Material Adverse Effect;




     (iv) the occurrence of any ERISA Event that has had, or could reasonably be expected to
have, a Material Adverse Effect, together with (x) a written statement of a





59












 






Responsible Officer of Holdings specifying the details of such ERISA Event and the
action that Holdings has taken and proposes to take with respect thereto, (y) a copy of any
notice with respect to such ERISA Event that may be required to be filed with the PBGC and
(z) a copy of any notice delivered by the PBGC to Holdings or such ERISA Affiliate with
respect to such ERISA Event;




     (v) that any contribution required to be made with respect to a Foreign Pension Plan
has not been timely made, except such contributions that could not reasonably be expected to
have a Material Adverse Effect, or that Holdings or any Subsidiary of Holdings may incur any
liability pursuant to any Foreign Pension Plan as to which there is a reasonable possibility
of liability which could reasonably be expected to have Material Adverse Effect;




     (vi) any material change in the accounting policies or reporting practices of Holdings
or any of its Subsidiaries;




     (vii) any announcement by A.M. Best of any change in the Financial Strength Rating of
any Material Insurance Subsidiary;




     (viii) the occurrence of any actual changes in any insurance statute or regulation
governing the investment or dividend practices of any Insurance Subsidiary that could
reasonably be expected to have a Material Adverse Effect; and




     (ix) any other matter or event that has, or could reasonably be expected to have, a
Material Adverse Effect, together with a written statement of a Responsible Officer of
Holdings setting forth the nature and period of existence thereof and the action that
Holdings has taken and proposes to take with respect thereto;



     (e) Promptly, notice of the receipt by Holdings or any of its Subsidiaries of any written
notice of any denial of coverage or claim, litigation or arbitration with respect to any
Reinsurance Agreement to which it is a ceding party, involving unreserved claims in excess of 10%
of Consolidated Tangible Net Worth; and



     (f) As promptly as reasonably practicable, such other information about the business,
condition (financial or otherwise), operations or properties of Holdings or any of its Material
Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed
under ERISA) as the Administrative Agent or the Required Lenders may from time to time reasonably
request.



     Section 5.4 Corporate Existence; Franchises; Maintenance of Properties. Such Credit
Party will, and will cause its Subsidiaries to, (i) except as expressly permitted otherwise by
Section 7.1, maintain and preserve in full force and effect its legal existence, (ii) obtain,
maintain and preserve in full force and effect all other rights, franchises, licenses, permits,
certifications, approvals and authorizations required by Governmental Authorities and necessary to
the ownership, occupation or use of its properties or the conduct of its business, except to the
extent the failure to do so could not reasonably be expected to have a Material Adverse Effect,
(iii) continue to conduct and operate its businesses substantially as conducted and operated during
the present and preceding fiscal years except to the extent the failure to do so could not
reasonably



60









 




be expected to have a Material Adverse Effect and (iv) keep all properties in good working
order and condition (normal wear and tear excepted) and from time to time make all necessary
repairs to and renewals and replacements of such properties, except to the extent that any of such
properties are obsolete or are being replaced and except to the extent the failure to do so could
not reasonably be expected to have a Material Adverse Effect.




     Section 5.5 Compliance with Laws. Such Credit Party will, and will cause each of its
Subsidiaries to, comply in all respects with all Requirements of Law (including all Environmental
Laws) applicable in respect of the conduct of its business and the ownership and operation of its
properties, except to the extent the failure so to comply could not have, or reasonably be expected
to have, a Material Adverse Effect.



     Section 5.6 Payment of Obligations. Such Credit Party will, and will cause each of
its Subsidiaries to, (i) pay all liabilities and obligations as and when due (subject to any
applicable subordination provisions), except to the extent failure to do so could not reasonably be
expected to have a Material Adverse Effect, and (ii) pay and discharge all Taxes, assessments and
governmental charges or levies imposed upon it, upon its income or profits or upon any of its
properties, prior to the date on which penalties would attach thereto, and all lawful claims that,
if unpaid, might become a Lien upon any of the properties of such Credit Party or any of their
respective Subsidiaries; provided, however, that no Credit Party or any of its
Subsidiaries shall be required to pay any such liability, obligation, Tax, assessment, charge, levy
or claim that is being contested in good faith and by proper proceedings and as to which such
Credit Party or such Subsidiary is maintaining adequate reserves with respect thereto in accordance
with and to the extent required by GAAP.



     Section 5.7 Insurance. Such Credit Party will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurance companies insurance with
respect to its assets, properties and business, against such hazards and liabilities, of such types
and in such amounts, as is customarily maintained by companies in the same or similar businesses
similarly situated.



     Section 5.8 Maintenance of Books and Records; Inspection. Such Credit Party will, and
will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which
full, true and correct entries shall be made of all financial transactions in relation to its
business and properties in all material respects, and prepare all financial statements required
under this Agreement, in each case in accordance with GAAP or SAP, as applicable, and in compliance
with the requirements of any Governmental Authority having jurisdiction over it, and (ii) permit
employees or agents of the Administrative Agent or any Lender to visit and inspect its properties
and examine or audit its books, records, working papers and accounts and make copies and memoranda
of them, and to discuss its affairs, finances and accounts with its officers and employees and,
upon notice to Holdings, the independent public accountants of Holdings and its Subsidiaries (and
by this provision the Credit Parties authorize such accountants to discuss the finances and affairs
of Holdings and its Subsidiaries), provided that, so long as no Default or Event of Default
has occurred and is continuing, (i) such visits, inspections and discussions shall be made upon
reasonable notice and during normal business hours and shall be of a reasonable scope and length,
(ii) such visits, inspections and discussions shall not unduly interfere with the business of such
Credit Party, (iii) there shall be no more than two such visits



61









 




or inspections in any period of 12 consecutive calendar months and (iv) the costs to the
Credit Parties of such visits or inspections shall be limited and shall not exceed, in any period
of 12 consecutive calendar months (x) $20,000 for the aggregate out-of-pocket expenses of the
Administrative Agent and any Lenders plus (y) $50,000 for the fees and expenses of any third
parties retained by the Administrative Agent, which are not Affiliates of the Administrative Agent,
for purposes of such visits or inspections.




     Section 5.9 Dividends. Such Credit Party will take all action necessary to cause its
Subsidiaries to make such dividends, distributions or other payments to it as shall be necessary
for such Credit Party to make payments the Obligations in accordance with the terms of this
Agreement. In the event the approval of any Governmental Authority or other Person is required in
order for any such Subsidiary to make any such dividends, distributions or other payments to such
Credit Party, or for such Credit Party to make any such principal or interest payments, such Credit
Party will forthwith exercise its commercially reasonable efforts and take all actions permitted by
law and necessary to obtain such approval.



     Section 5.10 OFAC; PATRIOT Act Compliance. Each Credit Party that is subject to OFAC
will, and will cause each of its Subsidiaries that it is so subject to, (i) use commercially
reasonable efforts to refrain from doing business in a Sanctioned Country or with a Sanctioned
Person in violation of the economic sanctions of the United States administered by OFAC, and
(ii) provide, to the extent commercially reasonable, such information and take such actions as are
reasonably requested by the Administrative Agent or any Lender in order to assist the
Administrative Agent and the Lenders in maintaining compliance with the PATRIOT Act.



     Section 5.11 Collateral.



     (a) Pursuant to the Security Documents and as collateral security for the payment and
performance of the Obligations, Allied World shall grant and convey, or cause to be granted and
conveyed, to the Administrative Agent for its benefit and the benefit of the Lenders, a Lien and
security interest in, to and upon the Collateral, prior and superior to all other Liens. Allied
World shall cause the Collateral to be charged and pledged and be made subject to the Security
Documents (in form and substance reasonably acceptable to the Administrative Agent) necessary for
the perfection of the Lien and security interest in, to and upon the Collateral and for the
exercise by the Administrative Agent and the Lenders of their rights and remedies hereunder and
thereunder. Allied World shall promptly after the Closing Date file a charge against the
Collateral with the Bermuda Registrar of Companies and deliver evidence of such filing to the
Administrative Agent no later than 30 days after the Closing Date



     (b) Allied World shall at all times cause the Collateral Base to equal or exceed the Minimum
Collateral Amount.



     (c) Allied World shall deliver or cause to be delivered to the Administrative Agent a
certificate executed by an Authorized Officer of Allied World, in the form of Exhibit F or
otherwise in a form reasonably satisfactory to the Administrative Agent (which form may vary
depending on the frequency of the delivery of such certificate and subject to the review and
verification by the Administrative Agent), setting forth the aggregate Letter of Credit Exposure,
the fair market value of the Eligible Collateral by category and in the aggregate, the calculation



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of the Collateral Base and such other information as the Administrative Agent may reasonably
request (such certificate, a “Collateral Base Report”), (A) on the Business Day immediately
preceding the proposed date of Issuance of a Letter of Credit, (B) within ten (10) Business Days
after the end of each calendar month, (C) at and as of such other times as the Administrative Agent
may reasonably request in its sole discretion and (D) at such other times as Allied World may
desire.




     Section 5.12 Further Assurances. Such Credit Party will, and will cause each of its
Material Subsidiaries to, make, execute, endorse, acknowledge and deliver any amendments,
modifications or supplements hereto and restatements hereof and any other agreements, instruments
or documents, and take any and all such other actions, as may from time to time be reasonably
requested by the Administrative Agent or the Required Lenders to perfect and maintain the validity
and priority of the Liens granted pursuant to the Security Documents and to effect, confirm or
further assure or protect and preserve the interests, rights and remedies of the Administrative
Agent and the Lenders under this Agreement and the other Credit Documents.



     Section 5.13 Use of Proceeds. Such Credit Party will use the Letters of Credit, in
each case, not in contravention of any Requirement of Law or of any Credit Document.



ARTICLE
VI




FINANCIAL COVENANTS




     Until the termination of the Commitments, the termination or expiration of all Letters of
Credit and the payment in full in cash of all Reimbursement Obligations together with all fees,
expenses and other amounts then due and owing hereunder, each of the Credit Parties (solely as to
itself and its Subsidiaries) covenants and agrees that:



     Section 6.1 Maximum Consolidated Indebtedness to Total Capitalization. The ratio of
Consolidated Indebtedness to Total Capitalization as of the last day of any fiscal quarter or
fiscal year shall not be greater than 0.35 to 1.0.



     Section 6.2 Minimum Financial Strength Rating. (i) Each Material Insurance Subsidiary
shall maintain a Financial Strength Rating at all times and (ii) the Financial Strength Rating of
each Material Insurance Subsidiary shall not be lower than “B++” at any time.



ARTICLE
VII



NEGATIVE COVENANTS




     Until the termination of the Commitments, the termination or expiration of all Letters of
Credit and the payment in full in cash of all Reimbursement Obligations together with all fees,
expenses and other amounts then due and owing hereunder, each of the Credit Parties (solely as to
itself and its Subsidiaries) covenants and agrees that:



63









 





     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, 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 any 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.



     Section 7.2 Indebtedness. Such Credit Party will not, and will not permit or cause
any of its Subsidiaries to create, incur, assume or permit to exist any Indebtedness, or agree,
become or remain liable (contingent or otherwise) to do any of the foregoing, except for:




     (i) the Obligations;




     (ii) Indebtedness under the Secured Facility;




     (iii) unsecured Indebtedness incurred by Holdings, so long as upon the incurrence
thereof no Default or Event of Default would occur or exist;




     (iv) Indebtedness of Subsidiaries of Holdings owing to Holdings or to other
Subsidiaries of Holdings;




     (v) Indebtedness consisting of current liabilities not for borrowed money incurred in
the ordinary course of business;




     (vi) unsecured Indebtedness incurred by (A) any Insurance Subsidiary in respect of
standby letters of credit and (B) any Insurance Subsidiary in respect of guarantees issued
to support obligations of any other Subsidiary of Holdings incurred in the ordinary course
of business;




     (vii) Indebtedness existing on the Closing Date and described in Schedule 7.2 and
extensions, renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof; provided that (x) after giving effect to any
such extension, renewal, or replacement, the aggregate Indebtedness under this clause (vii)
incurred on or after the Closing Date, when aggregated, with any Indebtedness outstanding
under clause (xii) of this Section, shall not exceed $25,000,000, and (y) the terms relating
to principal amount, amortization, maturity, collateral (if any), and subordination (if
any), and other material terms taken as a whole, of the Indebtedness incurred with respect
to such extension, renewal, or replacement, and of any agreement entered into and of any
instrument issued in connection therewith, are no less favorable in any material respect to
such Subsidiary or the Lenders than the terms of any agreement or instrument governing the
Indebtedness being extended, renewed, or replaced;



64









 






     (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
hedging currency or interest rate and not for purposes of speculation or taking a “market
view”;




     (ix) Indebtedness of any Person existing at the time such Person is merged into or
consolidated with Holdings or any of its Subsidiaries by Acquisition and any extensions,
renewals and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof; provided that (x) no Default or Event of Default exists or
arises after giving effect to such Acquisition, (y) such Indebtedness was not incurred in
contemplation of such Acquisition and (z) no Subsidiary (other than the existing obligor at
the time such Person was acquired) shall incur or have any direct or indirect liability for
such Indebtedness;




     (x) Indebtedness which is incurred in connection with any Lien permitted under Section
7.3;




     (xi) unsecured Indebtedness incurred by any Subsidiary of Holdings organized or
incorporated in the United States of America or any political subdivision thereof in an
aggregate amount outstanding at any time not to exceed $100,000,000; provided that (x) such
Indebtedness does not contain any measures of financial performance (however expressed and
whether stated as a covenant, as a ratio, as a fixed threshold, as an event of default, as a
mandatory prepayment provision, or otherwise) which, taken as a whole, are materially more
restrictive than those measures of financial performance contained in this Agreement, (y)
upon the incurrence thereof no Default or Event of Default would occur or exist and (z) such
Subsidiary shall not at any time own, directly or indirectly, any Capital Stock of Allied
World; and




     (xii) unsecured Indebtedness other than any of the foregoing in an aggregate Dollar
Amount outstanding at any time not to exceed $25,000,000 less the Indebtedness incurred
which is permitted under clause (vii) of this Section and is outstanding on any date of
determination; provided that (x) such Indebtedness does not contain any measures of
financial performance (however expressed and whether stated as a covenant, as a ratio, as a
fixed threshold, as an event of default, as a mandatory prepayment provision, or otherwise)
which, taken as a whole, are materially more restrictive on the Credit Parties than those
measures of financial performance contained in this Agreement and (y) upon the incurrence
thereof no Default or Event of Default would occur or exist.



     Section 7.3 Liens. Such Credit Party will not, and will not permit or cause any of
its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, any
Lien upon or with respect to any part of its property or assets, whether now owned or hereafter
acquired, or agree to do any of the foregoing, other than the following:




     (i) Liens in favor of the Administrative Agent and the Lenders created by or otherwise
existing under or in connection with this Agreement and the Security Documents;



65









 






     (ii) Liens existing on the Closing Date and set forth on Schedule 7.3, and any
extensions, renewals or replacements thereof; provided that any such extension,
renewal or replacement Lien shall be limited to all or a part of the property that secured
the Lien so extended, renewed or replaced (plus any improvements on such property) and shall
secure on those obligations that it secures on the date hereof (and any renewals,
replacements, refinancings or extensions of such obligations that do not increase the
outstanding principal amount thereof);




     (iii) Permitted Liens;




     (iv) Liens on Invested Assets of Allied World securing obligations of Allied World in
connection with its letter of credit facility established with Citibank Europe plc.;




     (v) Liens in respect of Capital Leases, synthetic lease obligations and purchase money
obligations for fixed or capital assets used by Holdings or any of its Subsidiaries in the
ordinary course of its business, securing Indebtedness not to exceed $25,000,000 in
principal amount and incurred solely to pay all or a portion of the purchase price thereof;
provided that any such Lien (A) shall attach to such property concurrently with or
within ninety (90) days after the acquisition thereof by Holdings or such Subsidiary, (B)
shall not exceed the lesser of (y) the fair market value of such property or (z) the cost
thereof to Holdings or such Subsidiary and (C) shall not encumber any other property of
Holdings or any of its Subsidiaries; and




     (vi) Liens not otherwise permitted by this Section 7.3 on obligations incurred by
Holdings securing Indebtedness in an aggregate principal Dollar Amount not at any time
exceeding $25,000,000.



     Section 7.4 Disposition of Assets. Such Credit Party will not, and will not permit or
cause any of its Material Subsidiaries to, sell, assign, lease, convey, transfer or otherwise
dispose of (whether in one or a series of transactions) all or any portion of its assets, business
or properties (including any Capital Stock of any Subsidiary), or enter into any arrangement with
any Person providing for the lease by such Credit Party or any Subsidiary as lessee of any asset
that has been sold or transferred by such Credit Party or such Subsidiary to such Person, or agree
to do any of the foregoing, except for:




     (i) sales of assets in the ordinary course of business for fair market value;




     (ii) the sale, lease or other disposition of assets by a Subsidiary of any Credit Party
to such Credit Party or to another Wholly Owned Subsidiary, to the extent permitted by
applicable Requirements of Law and each relevant Insurance Regulatory Authority;
provided that (x) immediately after giving effect thereto, no Default or Event of
Default would occur or exist, (y) unless permitted by Section 8.4(iii), in no event shall
Holdings contribute, sell or otherwise transfer, or permit any Insurance Subsidiary to issue
or sell, any of the Capital Stock of such Insurance Subsidiary to any Person other than a
Credit Party, and (z) such sale or disposition would not adversely affect the ability of any
Insurance Subsidiary party thereto to pay dividends or otherwise make distributions in
respect of its Capital Stock; and



66









 






     (iii) the sale or disposition of assets outside the ordinary course of business,
provided that such sales or dispositions shall not individually, or in the
aggregate, exceed in any fiscal year 20% of Consolidated Net Worth determined as of the most
recently ended fiscal quarter for which financial statements are available; provided
further that immediately after giving effect thereto, no Default or Event of Default would
occur or exist.



     Section 7.5 Transactions with Affiliates. Such Credit Party will not, and will not
permit or cause any of its Subsidiaries to, enter into any transaction (including any purchase,
sale, lease or exchange of property or the rendering of any service) with any officer, director,
stockholder or other Affiliate of such Credit Party or such Subsidiary other than:




     (i) transactions between or among any of the Credit Parties and their Wholly-Owned
Subsidiaries, between or among any of such Wholly-Owned Subsidiaries, or between or among
any of the Credit Parties;




     (ii) transactions with any officer, director, stockholder or other Affiliate in good
faith in the ordinary course of such Credit Party’s business and on terms materially no less
favorable to such Credit Party or any Subsidiary than those that could have been obtained in
a comparable transaction on an arm’s length basis from a Person that is not an Affiliate;
and




     (iii) any transaction permitted under Section 7.6.



     Section 7.6 Restricted Payments. Such Credit Party will not, and will not permit or
cause any of its Subsidiaries to, directly or indirectly, declare or make any dividend payment, or
make any other distribution of cash, property or assets, in respect of any of its Capital Stock or
any warrants, rights or options to acquire its Capital Stock, or purchase, redeem, retire or
otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to
acquire its Capital Stock (other than pursuant to and in accordance with stock option plans and
other benefit plans for directors, officers or employees of Holdings and its Subsidiaries), or set
aside funds for any of the foregoing, except (i) that any Subsidiary may declare and pay dividends
on or make distributions to any Credit Party or to a Wholly Owned Subsidiary or set aside funds for
the foregoing, (ii) Holdings may declare and pay dividends on, make distributions in respect of or
repurchase, redeem, retire or otherwise acquire its Capital Stock or set aside funds for the
foregoing so long as no Default or Event of Default has occurred and is continuing before or after
giving effect to the declaration or payment of such dividends, distributions, repurchases or other
acquisitions, and (iii) Holdings and its Subsidiaries may declare and pay dividends in respect of
any Hybrid Equity Securities or preferred stock if, at the time of and after giving effect to any
such payment, no Default or Event of Default under Section 8.1(a), clause (i) of Section 8.1(f),
Section 8.1(g) or Section 8.1(h)) shall have occurred and be continuing.



     Section 7.7 Lines of Business. Such Credit Party will not, and will not permit or
cause any of its Subsidiaries to, engage to any material extent in any business other than the
reinsurance or insurance business and other businesses engaged in by its and its Subsidiaries on
the Closing Date or a business reasonably related thereto, including businesses that service or
support the operations of Holdings and its Subsidiaries.



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     Section 7.8 Fiscal Year. Such Credit Party will not, and will not permit or cause any
of its Subsidiaries to, change the ending date of its fiscal year to a date other than December 31
unless (i) Holdings shall have given the Administrative Agent written notice of its intention to
change such ending date at least sixty (60) days prior to the effective date thereof and (ii) prior
to such effective date this Agreement shall have been amended to make any changes in the financial
covenants and other terms and conditions to the extent necessary, in the reasonable determination
of the Administrative Agent, to reflect the new fiscal year ending date.



     Section 7.9 Accounting Changes. Such Credit Party will not, and will not permit or
cause any of its Subsidiaries to, make or permit any material change in its accounting policies or
reporting practices, except as may be required or permitted by GAAP or SAP, as applicable.



     Section 7.10 Limitation on Certain Restrictions. Such Credit Party will not, and will
not permit or cause any of its Subsidiaries to, directly or indirectly, create or otherwise cause
or suffer to exist or become effective any restriction or encumbrance on (i) the ability of such
Credit Party to perform and comply with its obligations under the Credit Documents in any material
respect or (ii) the ability of any Subsidiary of such Credit Party to make any dividend payments or
other distributions in respect of its Capital Stock, to repay Indebtedness owed to such Credit
Party or any other Subsidiary, to make loans or advances to such Credit Party or any other
Subsidiary, or to transfer any of its assets or properties to such Credit Party or any other
Subsidiary, in each case other than such restrictions or encumbrances existing under or by reason
of (y) the Credit Documents, and (z) applicable Requirements of Law.



     Section 7.11 Private Act. No Credit Party will become subject to a Private Act,
except such Private Acts which could not reasonably be expected to have a Material Adverse Effect.



ARTICLE VIII




EVENTS OF DEFAULT




     Section 8.1 Events of Default. The occurrence of any one or more of the following
events shall constitute an “Event of Default”:



     (a) Any Credit Party shall fail to pay (i) any Reimbursement Obligation of Allied World when
due or (ii) any interest in respect of any L/C Disbursement, any fee or any other Obligation under
this Agreement or under the other Credit Documents within 5 days after such interest, fee or other
amount becomes due in accordance with the terms hereof or thereof; or



     (b) Any Credit Party shall fail to, or fail to cause its Subsidiaries that are subject thereto
to, observe, perform or comply with any condition, covenant or agreement applicable to it contained
in any of Section 5.3(d)(i) or Section 5.4(i), Article VI and Article VII; or



     (c) Any Credit Party shall fail to observe, perform or comply with any condition, covenant or
agreement applicable to it contained in Section 5.11(b), and such failure shall continue unremedied
for a period of 3 Business Days after the earlier of (y) the date on which a Responsible Officer of
such Credit Party acquires knowledge thereof and (z) the date on which



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written notice thereof is delivered by the Administrative Agent or any Lender to such Credit
Party; or




     (d) Any Credit Party shall fail to observe, perform or comply with any condition, covenant or
agreement contained in this Agreement or any of the other Credit Documents other than those
enumerated in Section 8.1(a), (b) or (c), and such failure shall continue unremedied for a period
of thirty (30) days after the earlier of (y) the date on which a Responsible Officer of such Credit
Party acquires knowledge thereof and (z) the date on which written notice thereof is delivered by
the Administrative Agent or any Lender to such Credit Party; or



     (e) Any representation or warranty made or deemed made by or on behalf of any Credit Party in
this Agreement, any of the other Credit Documents or in any certificate, instrument, report or
other document furnished at any time in connection herewith or therewith shall prove to have been
incorrect, false or misleading in any material respect as of the time made, deemed made or
furnished; or



     (f) Holdings or any of its Subsidiaries shall (i) fail to pay when due (whether by scheduled
maturity, acceleration or otherwise and after giving effect to any applicable grace period or
notice provision) (y) any principal of or interest on any Indebtedness (other than the Indebtedness
incurred pursuant to this Agreement or a Hedge Agreement) having an aggregate principal Dollar
Amount of at least $25,000,000 or (z) any termination or other payment under any Hedge Agreement
having a net termination obligation of at least $25,000,000 or (ii) fail to observe, perform or
comply with any condition, covenant or agreement contained in any agreement or instrument
evidencing or relating to any such Indebtedness or Hedge Agreement, or any other event shall occur
or condition exist in respect thereof, and the effect of such failure, event or condition is to
cause, or permit the holder or holders of such Indebtedness or Hedge Agreement (or a trustee or
agent on its or their behalf) to cause (with or without the giving of notice, lapse of time, or
both), without regard to any subordination terms with respect thereto, such Indebtedness or Hedge
Agreement to become due, or to be prepaid, redeemed, purchased or defeased, prior to its stated
maturity; or



     (g) Holdings or any of its Material Subsidiaries, shall (i) file a voluntary petition or
commence a voluntary case seeking liquidation, winding-up, reorganization, dissolution,
arrangement, readjustment of debts or any other relief under the Bankruptcy Code or under any other
Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or fail to
controvert in a timely and appropriate manner, any petition or case of the type described in
Section 8.1(h) below, (iii) apply for or consent to the appointment of or taking possession by a
custodian, trustee, receiver or similar official for or of itself or all or a substantial part of
its properties or assets, (iv) fail generally, or admit in writing its inability, to pay its debts
generally as they become due, (v) make a general assignment for the benefit of creditors or (vi)
take any corporate action to authorize or approve any of the foregoing; or



     (h) Any involuntary petition or case shall be filed or commenced against Holdings or any of
its Material Subsidiaries, seeking liquidation, winding up, reorganization, dissolution,
arrangement, readjustment of debts, the appointment of a custodian, trustee, receiver or similar
official for it or all or a substantial part of its properties or any other relief under the
Bankruptcy Code or under any other Debtor Relief Law now or hereafter in effect, and such petition
or case



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shall continue undismissed and unstayed for a period of sixty (60) days; or an order, judgment
or decree approving or ordering any of the foregoing shall be entered in any such proceeding; or




     (i) Any one or more money judgments, writs or warrants of attachment, executions or similar
processes involving an aggregate amount (to the extent not paid or fully bonded or covered by
independent third party insurance as to which the surety or insurer, as the case may be, has the
financial ability to perform and either (i) has become substantially involved in the defense of
such claim and has not denied coverage of such claim in writing or (ii) has acknowledged liability
for such claim in writing) in excess of $25,000,000 shall be entered or filed against any Credit
Party or any Material Subsidiary or any of their respective properties and the same shall not be
paid, dismissed, bonded, vacated, stayed or discharged within a period of thirty (30) days or in
any event later than five (5) days prior to the date of any proposed sale of such property
thereunder; or



     (j) (i) Any ERISA Event shall occur or exist with respect to any Plan or Multiemployer Plan
and, as a result thereof, together with all other ERISA Events then existing, there shall exist a
reasonable likelihood that Holdings or any ERISA Affiliate would incur liability to any one or more
Plans or Multiemployer Plans or to the PBGC (or to any combination thereof) in excess of
$25,000,000, (ii) institution of any steps by any Credit Party or any other Person to terminate a
Foreign Benefit Plan if as a result of such termination, any Credit Party or any of its respective
Subsidiaries could be required to make a contribution to such Foreign Benefit Plan, or could incur
a liability or obligation to such Foreign Benefit Plan in excess of $25,000,000 or (iii) a
contribution failure with respect to any Foreign Benefit Plan sufficient to give rise to a Lien
under applicable law in excess of $25,000,000 occurs; or



     (k) Any Insurance Regulatory Authority or other Governmental Authority having jurisdiction
shall issue any order of conservation, supervision, rehabilitation or liquidation or any other
order of similar effect in respect of any Credit Party, Material Insurance Subsidiary or Material
Subsidiary; or



     (l) Any Insurance Regulatory Authority or other Governmental Authority revokes or fails to
renew any insurance license, permit, or franchise of any Material Insurance Subsidiary, or imposes
any restriction or condition on any insurance license, permit, or franchise of any Material
Insurance Subsidiary, if such revocation, non-renewal, condition, or restriction is reasonably
likely to have a Material Adverse Effect; or



     (m) Any material provision of any Credit Document, at any time after its execution and
delivery and for any reason other than as expressly permitted hereunder or thereunder or
satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Credit
Party contests in any manner the validity or enforceability of any Credit Document; or any Credit
Party denies that it has any or further liability or obligation under any Credit Document, or
purports to revoke, terminate, or rescind any Credit Document, in any case other than (y) as
expressly permitted hereunder or thereunder or (z) the occurrence of the Final Expiry Date; or



     (n) At any time, Allied World or any other Material Insurance Subsidiary shall cease to be a
Wholly Owned Subsidiary of Holdings; or



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     (o) Any Security Document to which Allied World is now or hereafter a party shall for any
reason cease to be in full force and effect or cease to be effective to give the Administrative
Agent a valid and perfected first priority security interest in and Lien upon the Collateral
purported to be covered thereby, subject to no Liens other than Liens in favor of the Custodian, in
any case other than (y) as expressly permitted hereunder or thereunder or (z) the occurrence of the
Final Expiry Date; or



     (p) Any of the following shall occur: (i) any Person or group of Persons acting in concert as
a partnership or other group, shall, as a result of a tender or exchange offer, open market
purchases, privately negotiated purchases or otherwise, have become, after the date hereof, the
“beneficial owner” (within the meaning of such term under Rule 13d-3 under the Exchange Act) of
securities of Holdings representing 40% or more of the Total Voting Power of the then outstanding
securities of Holdings ordinarily (and apart from rights accruing under special circumstances)
having the right to vote in the election of directors; or (ii) the Board of Directors of Holdings
shall cease to consist of a majority of the individuals who constituted the Board of Directors as
of the Closing Date or who shall have become a member thereof subsequent to the Closing Date after
having been nominated, or otherwise approved in writing, by at least a majority of individuals who
constituted the Board of Directors of Holdings as of the Closing Date (or their replacements
approved as herein required).



     Section 8.2 Remedies; Termination of Commitments, Acceleration, Etc. Upon and at any
time after the occurrence and during the continuance of any Event of Default, the Administrative
Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of
the following actions at the same or different times:



     (a) Declare the Commitments and the Issuing Banks’ obligation to issue Letters of Credit to be
terminated, whereupon the same shall terminate; provided that, upon the occurrence of a
Bankruptcy Event, the Commitments and the Issuing Banks’ obligation to issue Letters of Credit
shall automatically be terminated;



     (b) Declare all or any part of the amounts payable under this Agreement and the other Credit
Documents accrued hereunder immediately due and payable without presentment, demand, protest,
notice of intent to accelerate or other notice or legal process of any kind, all of which are
hereby knowingly and expressly waived by the Credit Parties; provided that, upon the
occurrence of a Bankruptcy Event or an Event of Default pursuant to Section 8.1(k), all of the
outstanding amounts described in this subsection (b) shall automatically become immediately due and
payable without presentment, demand, protest, notice of intent to accelerate or other notice or
legal process of any kind, all of which are hereby knowingly and expressly waived by the Credit
Parties;



     (c) Direct the Credit Parties to deposit (and each Credit Party hereby agrees, forthwith upon
receipt of notice of such direction from the Administrative Agent, to deposit) with the
Administrative Agent from time to time such amount of cash as is equal to 100% of the aggregate
Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any
such Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount
to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of
Credit Exposure as described in Section 2.8;



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     (d) Enforce any or all of the Liens and security interests created pursuant to the Security
Documents and/or exercise any of the rights and remedies provided therein;



     (e) Terminate any Letter of Credit or give a notice of nonrenewal in respect thereof if
permitted in accordance with its terms; and



     (f) Exercise all rights and remedies available to it under this Agreement, the other Credit
Documents and applicable law.



     Section 8.3 Remedies; Set Off. In addition to all other rights and remedies available
under the Credit Documents or applicable law or otherwise, upon and at any time after the
occurrence and during the continuance of any Event of Default, each Lender, each Fronting Bank and
each of their respective Affiliates may, and each is hereby authorized at any such time and from
time to time, to the fullest extent permitted by applicable law, without presentment, demand,
protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the
Credit Parties, to set off and to apply any and all deposits (general or special, time or demand,
provisional or final) and any other property at any time held (including at any branches or
agencies, wherever located), and any other indebtedness at any time owing, by such Lender, such
Fronting Bank or any such Affiliate to or for the credit or the account of any Credit Party against
any or all of the Obligations of such Credit Party now or hereafter existing under this Agreement
or any other Credit Documents to such Lender or such Fronting Bank, whether or not such Obligations
may be contingent or unmatured. Each Lender and each Fronting Bank agrees promptly to notify such
Credit Party and the Administrative Agent after any such set-off and application; provided,
however, that the failure to give such notice shall not affect the validity of such set-off
and application.



ARTICLE IX




THE ADMINISTRATIVE AGENT




     Section 9.1 Appointment and Authority. Each of the Lenders (for purposes of this
Article, references to the Lenders shall also mean each Fronting Bank) hereby irrevocably appoints
Wachovia to act on its behalf as the Administrative Agent hereunder and under the other Credit
Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. Except as expressly
set forth in Section 9.6, the provisions of this Article are solely for the benefit of the
Administrative Agent and the Lenders, and no Credit Party shall have any right as a third party
beneficiary of any of such provisions.



     Section 9.2 Rights as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or
in any other advisory capacity for and generally engage in any kind of business with



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any Credit Party or any Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the Lenders.




     Section 9.3 Exculpatory Provisions. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Credit Documents.
Without limiting the generality of the foregoing, the Administrative Agent:



     (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default or Event of Default has occurred and is continuing;



     (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit
Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Credit Documents), provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Credit Document or applicable law;
and



     (c) shall not, except as expressly set forth herein and in the other Credit Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to any Credit Party or any Affiliate thereof that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity.


The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the
consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Section 8.2 and Section 10.5) or (ii) in the
absence of its own gross negligence or willful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Default or Event of Default unless and until notice describing
such Default or Event of Default is given to the Administrative Agent by Holdings or a Lender.



The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this Agreement or any
other Credit Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Credit Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.




     Section 9.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic



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message, internet or intranet website posting or other distribution) believed by it to be
genuine and to have been signed, sent or otherwise authenticated by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any liability for
relying thereon. In determining compliance with any condition hereunder to the issuance of a
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any
Fronting Bank, the Administrative Agent may presume that such condition is satisfactory to such
Lender or such Fronting Bank unless the Administrative Agent shall have received notice to the
contrary from such Lender or such Fronting Bank prior to the issuance of such Letter of Credit.
The Administrative Agent may consult with legal counsel (who may be counsel for one or both Credit
Parties), independent accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or
experts.




     Section 9.5 Delegation of Duties. The Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Credit Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent
and any such sub-agent may perform any and all of its duties and exercise its rights and powers by
or through their respective Related Parties. The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative Agent.



     Section 9.6 Resignation of Administrative Agent. The Administrative Agent may at any
time give notice of its resignation to the Lenders and Holdings. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, in consultation with Holdings, to
appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days
after the retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the Administrative Agent shall
notify Holdings and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder and under the
other Credit Documents (except that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders under any of the Credit Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) all payments, communications and determinations provided
to be made by, to or through the Administrative Agent shall instead be made by or to each Lender
directly, until such time as the Required Lenders appoint a successor Administrative Agent as
provided for above in this Section. Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder
or under the other Credit Documents (if not already discharged



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therefrom as provided above in this Section). The fees payable by the Credit Parties to a
successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed in writing between Holdings and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article
and Section 10.1 shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.




     Section 9.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender
acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Credit Document or any
related agreement or any document furnished hereunder or thereunder.



     Section 9.8 No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Joint Arrangers, syndication agent, documentation agents or other agents listed on the
cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of
the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent or a
Lender hereunder.



     Section 9.9 Collateral and Guaranty Matters.



     (a) The Administrative Agent is hereby authorized on behalf of the Lenders, without the
necessity of any notice to or further consent from the Lenders, from time to time (but without any
obligation) to take any action with respect to the Collateral and the Security Documents that may
be deemed by the Administrative Agent in its discretion to be necessary or advisable to perfect and
maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents.



     (b) The Lenders hereby authorize the Administrative Agent, at its option and in its
discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral
(i) upon the occurrence of the “Termination Date” (as defined in the Security Agreement), (ii)
constituting property sold or to be sold or disposed of as part of or in connection with any
disposition expressly permitted hereunder or under any other Credit Document or to which the
Required Lenders have consented in writing or (iii) otherwise pursuant to and in accordance with
the provisions of any applicable Credit Document. Upon request by the Administrative Agent at any
time, the Lenders will confirm in writing the Administrative Agent’s authority to release its
interest in particular types or items of property pursuant to this Section 9.9(b).



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     Section 9.10 The L/C Agent and the Fronting Banks. The provisions of this Article IX
(other than Section 9.2) shall apply to the L/C Agent and the Fronting Banks mutatis
mutandis to the same extent as such provisions apply to the Administrative Agent.



ARTICLE X




MISCELLANEOUS




     Section 10.1 Expenses; Indemnity; Damage Waiver.



     (a) The Credit Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of the Commitment Letter, this Agreement and the other Credit Documents or any
amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the L/C Agent or the Fronting Banks in connection with the
Issuance of any Letter of Credit or any demand for payment thereunder (iii) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the L/C Agent, any Lender or any
Issuing Bank (including the reasonable fees, charges and disbursements of any counsel for the
Administrative Agent, the L/C Agent, any Lender or any Fronting Bank), in connection with the
enforcement or protection of its rights (A) in connection with this Agreement and the other Credit
Documents, including its rights under this Section, or (B) in connection with Letters of Credit
Issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Letters of Credit, and (iv) any civil penalty or
fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and
disbursements) incurred in connection with defense thereof by, the Administrative Agent or any
Lender as a result of conduct of any Credit Party or any Subsidiary of any Credit Party that
violates a sanction enforced by OFAC.



     (b) The Credit Parties shall indemnify the Administrative Agent (and any sub-agent thereof),
the L/C Agent, each Fronting Bank, each Lender, and each Related Party of any of the foregoing
persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses (including the
reasonable fees, charges and disbursements of one U.S. and one Bermuda counsel for any
Indemnitee)(collectively, “Losses”), incurred by any Indemnitee or asserted against any
Indemnitee by any third party or by any Credit Party arising out of, in connection with, or as a
result of (i) the execution or delivery of the Commitment Letter, this Agreement, any other Credit
Document or any agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, (ii) any Letter of Credit or the use or proposed use
of the proceeds therefrom (including any refusal by the L/C Agent or any Fronting Bank, as the case
may be, to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Substances on



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or from any property owned or operated by any Credit Party, or any Environmental Claim related
in any way to any Credit Party to the extent such Losses arise out of or result from a Credit
Extension by an Indemnitee under this Agreement, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory whether brought by a third party or by any Credit Party, and
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee or (y) result from a claim brought by any Credit Party against such Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document,
if such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.




     (c) To the extent that the Credit Parties for any reason fail indefeasibly to pay any amount
required under Section 10.1(a) or Section 10.1(b) to be paid by it to the Administrative Agent (or
any sub-agent thereof), the L/C Agent, any Fronting Bank or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),
the L/C Agent, such Fronting Bank or such Related Party, as the case may be, such Lender’s
proportion (based on the percentages as used in determining the Required Lenders as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent
(or any such sub-agent), the L/C Agent or any Fronting Bank in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent),
the L/C Agent or any Fronting Bank in connection with such capacity. The obligations of the
Lenders under this Section 10.1(c) are subject to the provisions of Section 2.14(c).



     (d) To the fullest extent permitted by applicable law, each party to this Agreement or any
Credit Document shall not assert, and hereby waives, any claim against any Indemnitee or any other
party to this Agreement or any Credit Document, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Credit Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby, any Letter of
Credit or the use of the proceeds thereof.



     (e) All amounts due under this Section shall be payable by the applicable Credit Party upon
demand therefor.



     Section 10.2 Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of
Process.



     (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL (EXCEPT AS MAY BE EXPRESSLY OTHERWISE
PROVIDED IN ANY CREDIT DOCUMENT) BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF



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THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF
LAW RULES); PROVIDED THAT EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT OR APPLICATION THEREFOR OR,
IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES OF THE INTERNATIONAL
CHAMBER OF COMMERCE, AS IN EFFECT FROM TIME TO TIME (THE “ISP”), AND, AS TO MATTERS NOT
GOVERNED BY THE ISP, 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).




     (b) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND
OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES 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. NOTHING IN THIS AGREEMENT OR IN ANY
OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY
FRONTING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT AGAINST EITHER CREDIT PARTY OR ANY OF THEIR RESPECTIVE PROPERTIES IN THE
COURTS OF ANY JURISDICTION.



     (c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN
ANY COURT REFERRED TO IN SECTION 10.2(B). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 10.4. NOTHING



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IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY APPLICABLE LAW.




     (e) ON OR PRIOR TO THE CLOSING DATE, THE CREDIT PARTIES SHALL APPOINT ALLIED WORLD ASSURANCE
COMPANY (U.S.) INC. (THE “PROCESS AGENT”), WITH AN OFFICE ON THE DATE HEREOF AT 199 WATER
STREET, 16TH FLOOR, NEW YORK, NY 10038, UNITED STATES OF AMERICA, AS ITS AGENT TO
RECEIVE ON ITS BEHALF AND ITS PROPERTY SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS
WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING, PROVIDED THAT A COPY OF SUCH PROCESS
IS ALSO MAILED IN THE MANNER SET FORTH IN SECTION 10.4. SUCH SERVICE MAY BE MADE BY MAILING OR
DELIVERING A COPY OF SUCH PROCESS TO THE CREDIT PARTIES IN CARE OF THE PROCESS AGENT AT THE PROCESS
AGENT’S ABOVE ADDRESS, AND THE CREDIT PARTIES HEREBY IRREVOCABLY AUTHORIZE AND DIRECT THE PROCESS
AGENT TO ACCEPT SUCH SERVICE ON THEIR BEHALF. THE CREDIT PARTIES ALSO IRREVOCABLY CONSENT TO
SERVICE OF PROCESS IN THE MANNER PROVIDE FOR NOTICES IN SECTION 10.4. NOTHING IN THIS AGREEMENT
WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.



     Section 10.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     Section 10.4 Notices; Effectiveness; Electronic Communication.



     (a) Except in the cases of notices and other communications expressly permitted to be given by
telephone (and except as provided in Section 10.4(b)), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or nationally recognized
overnight courier service, mailed by certified or registered mail, first class postage prepaid and
return receipt requested, or sent by telecopier as follows:




     (i) if to any Credit Party, the Administrative Agent, the L/C Agent or any Fronting
Bank, to it at the address (or telecopier number) specified for such person on
Schedule 1.1(a); and



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     (ii) if to any Lender, to it at its address (or telecopier number) set forth in its
Administrative Questionnaire.



     Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices delivered through electronic communications to the extent provided in
Section 10.4(b) shall be effective as provided in Section 10.4(b).



     (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communication (including e-mail and internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender pursuant to Article II if such Lender has notified the
Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or any Credit Party may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communication pursuant to
procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications. Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement),
provided that if such notice or other communication is not sent during the normal business
hours of the recipient, such notice or communication shall be deemed to have been sent at the
opening of business on the next Business Day for the recipient, and (ii) notices or other
communications posted to an internet or intranet website shall be deemed received upon the deemed
receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address
therefor.



     (c) Any party hereto may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto (except that each Lender need not
give notice of any such change to the other Lenders in their capacities as such).



     (d) Each Credit Party hereby acknowledges that (a) the Administrative Agent and/or the Joint
Arrangers will make available to the Lenders materials and/or information provided by or on behalf
of the Credit Parties hereunder (collectively, “Credit Party Materials”) by posting the
Credit Party Materials on IntraLinks, SyndTrak or another similar electronic system (the
“Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CREDIT PARTY MATERIALS OR THE
ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
CREDIT PARTY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY
RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH
THE CREDIT PARTY MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent, the



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Joint Arrangers or any of their respective Related Parties (collectively, the “Agent
Parties”) have any liability to any Credit Party, any Lender, or any other Person for losses,
claims, damages, liabilities, or expenses of any kind (whether in tort, contract, or otherwise)
arising out of any Credit Party’s or the Administrative Agent’s transmission of Credit Party
Materials through the Internet, except to the extent that such losses, claims, damages,
liabilities, or expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Agent Party; provided, however, that in no event shall any Agent Party have any
liability to any Credit Party, any Lender, or any other Person for indirect, special, incidental,
consequential, or punitive damages (as opposed to direct or actual damages).




     Section 10.5 Amendments, Waivers, etc. No amendment, modification, waiver or
discharge or termination of, or consent to any departure by any Credit Party from, any provision of
this Agreement or any other Credit Document shall be effective unless in a writing signed by the
Required Lenders (or by the Administrative Agent at the direction or with the consent of the
Required Lenders), and then the same shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment or
modification shall be effective without the written consent of the Credit Parties and no such
amendment, modification, waiver, discharge, termination or consent shall:



     (a) increase the Commitment of any Lender without the written consent of such Lender;



     (b) reduce the Dollar Amount of any Reimbursement Obligation of Allied World in respect of any
L/C Disbursement or reduce the rate of interest thereon, or reduce any fees or other amounts
payable hereunder, without the written consent of each Lender directly affected thereby;



     (c) postpone the scheduled date for reimbursement of any L/C Disbursement, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment,
or postpone the scheduled date of expiration of any Commitment or any Letter of Credit (other than
an extension thereof pursuant to an “evergreen provision” or other similar automatic renewal
provisions), without the written consent of each Lender directly affected thereby;



     (d) change or waive any provision of Section 2.14, any other provision of this Agreement or
any other Credit Document requiring pro rata treatment of any Lenders, or this Section 10.5 without
the consent of each Lender;



     (e) release all or substantially all of the Collateral (except as expressly provided in the
Security Documents) from the Liens under all of the Security Documents without the consent of each
Lender;



     (f) release the Guarantor from its guarantee obligations under Article XI without the written
consent of each Lender;



     (g) change the percentage in the definition of the term “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to waive, amend



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or modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; and provided further that no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder
without the prior written consent of the Administrative Agent;




     (h) amend, modify or waive any condition precedent to any Credit Extension set forth in
Section 3.2 (including in connection with any waiver of an existing Default or Event of Default)
without the consent of the Required Lenders;



     (i) unless agreed to by the Fronting Banks, the L/C Agent or the Administrative Agent in
addition to the Lenders required as provided hereinabove to take such action, affect the respective
rights or obligations of the Fronting Banks, the L/C Agent or the Administrative Agent, as
applicable, hereunder or under any of the other Credit Documents.



     Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of
such Lender may not be increased or extended without the consent of such Lender.



     Section 10.6 Successors and Assigns.



     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that no Credit
Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in
accordance with the provisions of Section 10.6(b), (ii) by way of participation in accordance with
the provisions of Section 10.6(d) or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of Section 10.6(f) (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants to the extent provided in Section 10.6(d) and, to the
extent expressly set forth herein, the Related Parties of each of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.



     (b) Any Lender may, and, if demanded by Holdings pursuant to Section 2.17, shall at any time
assign to one or more Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitments and Credit Extensions (including for
purposes of this Section 10.6(b), participations in Participated Letters of Credit) at the time
owing to it); provided that:




     (i) except in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Credit Extensions at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a
Lender, the aggregate amount of the Commitment or, if the applicable Commitment is not then
in effect, the principal outstanding balance of the Credit



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Extensions of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as
of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative
Agent and, so long as no Default or Event of Default has occurred and is continuing,
Holdings otherwise consents (each such consent not to be unreasonably withheld or delayed);




     (ii) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with respect to the
Credit Extensions and its Commitment so assigned;




     (iii) any such assignment must be approved by the Administrative Agent and the Fronting
Banks and (so long as no Default or Event of Default has occurred and is continuing)
Holdings, each such consent not to be unreasonably withheld or delayed, unless the Person
that is the proposed assignee is itself a Lender (whether or not the proposed assignee would
otherwise qualify as an Eligible Assignee); and




     (iv) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500
for each assignment and the Eligible Assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section
10.6(c), from and after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Section 2.15(a), Section 2.15(b), Section 2.16, and Section 10.1 (and
subject to the obligations thereof) with respect to facts and circumstances occurring prior to the
effective date of such assignment; PROVIDED, HOWEVER, THAT NO LENDER MAY ASSIGN ANY
OBLIGATION UNDER A SYNDICATED LETTER OF CREDIT UNLESS SUCH SYNDICATED LETTER OF CREDIT IS EITHER
AMENDED OR RETURNED BY THE BENEFICIARY AND REISSUED BY THE ADMINISTRATIVE AGENT, REMOVING OR
AMENDING, AS THE CASE MAY BE, THE ASSIGNING LENDER’S PERCENTAGE OBLIGATIONS AND REPLACING OR
AMENDING THE SAME WITH A PERCENTAGE OBLIGATIONS OF THE ELIGIBLE ASSIGNEE. At the time of each
assignment pursuant to this Section 10.6 to a Lender not already a Lender hereunder, such Lender
shall provide to Holdings and the Administrative Agent such documentation required pursuant to
Section 2.16(e) hereof. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 10.6(b) shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with Section 10.6(d).




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     (c) The Administrative Agent, acting solely for this purpose as an agent of the Credit
Parties, shall maintain at its address for notices referred to in Schedule 1.1(a) a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive absent manifest
error, and the Credit Parties, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by each of the Credit Parties and the Fronting Banks, at any reasonable
time and from time to time upon reasonable prior notice.



     (d) Any Lender may at any time, without the consent of, or notice to, any Credit Party or the
Administrative Agent, sell participations to any Person (other than a natural person or a Credit
Party or any Affiliates or Subsidiaries of a Credit Party) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a
portion of its Commitments and/or the Credit Extensions (including such Lender’s participations in
Participated Letters of Credit) owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (iii) the Credit Parties, the
Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in Section 10.5(a), Section 10.5(b), Section 10.5(c) or
Section 10.5(d), that affects such Participant. Subject to Section 10.6(e), the Credit Parties
agree that each Participant shall be entitled to the benefits of Section 2.15(a), Section 2.15(b),
Section 2.16 and Section 8.3 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to Section 10.6(b).



     (e) A Participant shall not be entitled to receive any greater payment under Section 2.15(a),
Section 2.15(b) or Section 2.16 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the prior written consent of Holdings; provided, however,
that such consent shall be deemed withheld if, in connection with seeking the consent of Holdings,
such Participant fails to provide Holdings with a calculation of the amount of any such greater
payment under Section 2.15(a), Section 2.15(b) or Section 2.16 it would be entitled to receive as
of the date of the sale of such participation. A Participant shall not be entitled to the benefits
of Section 2.16 unless Holdings is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Credit Parties, to comply with Section 2.16(e) as though
it were a Lender, and Section 2.16(e) shall be read accordingly.



     (f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no such




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pledge or assignment shall release such Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.




     (g) The words “execution,” “signed,” “signature,” and words of like import in any Assignment
and Assumption shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act or any state laws based on the Uniform Electronic
Transactions Act.



     (h) Any Lender or Participant may, in connection with any assignment, participation, pledge or
proposed assignment, participation or pledge pursuant to this Section 10.6, disclose to the
Eligible Assignee, Participant or pledgee or proposed Eligible Assignee, Participant or pledgee any
information relating to Holdings and its Subsidiaries furnished to it by or on behalf of any other
party hereto, provided that such Eligible Assignee, Participant or pledgee or proposed
Eligible Assignee, Participant or pledgee agrees in writing to keep such information confidential
to the same extent required of the Lenders under Section 10.11.



     (i) Notwithstanding anything to the contrary contained herein, if any Fronting Bank and/or the
L/C Agent assigns all of its Commitments and Credit Extensions in accordance with this Section
10.6, such Fronting Bank and/or L/C Agent may upon at least 20 Business Days’ notice to Holdings,
and shall upon written notice received from Holdings, resign, respectively, as a Fronting Bank
and/or L/C Agent upon written notice to Holdings and the Lenders or the receipt of such written
notice from Holdings. Upon any such written request or notice of resignation, Holdings shall have
the right to appoint from among the Lenders a successor Fronting Bank and/or L/C Agent (subject to
the acceptance by the Lender which will be the successor Fronting Bank and/or L/C Agent);
provided that no failure by Holdings to make such appointment shall affect the resignation
of such Fronting Bank and/or the L/C Agent. Such Fronting Bank and L/C Agent shall retain all of
the rights and obligations of a Fronting Bank hereunder with respect to all Letters of Credit
issued by it and outstanding as of the effective date of its resignation and all obligations of the
Credit Parties and the Lenders with respect thereto (including the right to require the Lenders to
fund participation interests pursuant to Article II).



     Section 10.7 No Waiver. The rights and remedies of the Administrative Agent and the
Lenders expressly set forth in this Agreement and the other Credit Documents are cumulative and in
addition to, and not exclusive of, all other rights and remedies available at law, in equity or
otherwise. No failure or delay on the part of the Administrative Agent or any Lender in exercising
any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or privilege preclude other or further exercise thereof or the
exercise of any other right, power or privilege or be construed to be a waiver of any Default or
Event of Default. No course of dealing between any Credit Party, the Administrative Agent or the
Lenders or their agents or employees shall be effective to amend, modify or discharge any provision
of this Agreement or any other Credit Document or to constitute a waiver of any Default or Event of
Default. No notice to or demand upon any Credit Party in any case shall entitle any Credit Party
to any other or further notice or demand in similar or other circumstances or constitute a
waiver of the right of the Administrative Agent or any Lender to exercise any



85









 




right or remedy or take any other or further action in any circumstances without notice or demand.




     Section 10.8 Survival. All representations, warranties and agreements made by or on
behalf of any Credit Party in this Agreement and in the other Credit Documents shall survive the
execution and delivery hereof or thereof, the Issuance and repayment of the Letters of Credit. In
addition, notwithstanding anything herein to the contrary, the provisions of this Agreement and the
other Credit Documents relating to indemnification or payment of costs and expenses, including the
provisions of Section 2.15(a), Section 2.15(b), Section 2.16, and Section 10.1, shall survive the
payment in full of all Credit Extensions, the termination of the Commitments and all Letters of
Credit, and any termination of this Agreement or any of the other Credit Documents.



     Section 10.9 Severability. To the extent any provision of this Agreement 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 such jurisdiction,
without prohibiting or invalidating such provision in any other jurisdiction or the remaining
provisions of this Agreement in any jurisdiction.



     Section 10.10 Construction. The headings of the various articles, sections and
subsections of this Agreement and the table of contents have been inserted for convenience only and
shall not in any way affect the meaning or construction of any of the provisions hereof. Except as
otherwise expressly provided herein and in the other Credit Documents, in the event of any
inconsistency or conflict between any provision of this Agreement and any provision of any of the
other Credit Documents, the provision of this Agreement shall control.



     Section 10.11 Confidentiality.



     (a) Each of the Administrative Agent, the L/C Agent, the Lenders and the Fronting Banks
acknowledges that the Credit Parties consider the Information (as defined below) to include
confidential, sensitive and proprietary information and agrees that it shall use reasonable
precautions in accordance with its established procedures to keep the Information confidential;
provided, however that (i) it may make any disclosure of such Information to which
any Credit Party gives its prior written consent, (ii) it may make any disclosure of such
Information to any other party hereto, (iii) it may make any disclosure of such Information in
connection with the exercise of any remedies hereunder or under any other Credit Document or any
action or proceeding relating to this Agreement or any other Credit Document or the enforcement of
rights hereunder or thereunder, (iii) any of such Information may be disclosed to it, its
affiliates and their respective partners, directors, officers, employees, agents, advisors and
other representatives (collectively, “Representatives”) (it being understood that such
Representatives shall be informed by it of the confidential nature of such Information and shall be
directed to treat such information in accordance with the terms hereof) and (iv) subject to an
agreement containing provisions substantially the same as those of this Section, (x) it may make any
disclosure of such Information to any assignee of or Participant in, or any prospective assignee of
or Participant in, any of its rights or obligations under this Agreement or (y) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating to any
Credit Party and its respective obligations. Each of the Administrative Agent, the L/C Agent, the



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Lenders and the Fronting Banks agrees to be responsible for any breach of this Section 10.11(a)
that results from the actions or omissions of its Representatives.




     (b) Each of the Administrative Agent, the L/C Agent, the Lenders and the Fronting Banks shall
be permitted to disclose any Information in the event that it is required by law or regulation or
requested by any Governmental Authority or other Insurance Regulatory Authority (including any
self-regulatory organization) or in connection with any legal proceedings; provided that
(i) it agrees that it will promptly notify Holdings as soon as practical in the event of any such
disclosure request (other than at the request of a regulatory authority), unless such notification
shall be prohibited by applicable law or legal process and (ii) it agrees to provide reasonable
assistance to any Credit Party should such Credit Party seek a protective order or other relief to
prevent or limit such disclosure or to obtain confidential treatment for any Information so
disclosed.



     (c) Each of the Administrative Agent, the L/C Agent, the Lenders and the Fronting Banks shall
have no obligation hereunder with respect to any Information to the extent that such information
(i) is or becomes generally available to the public other than as a result of a disclosure by the
Administrative Agent, the L/C Agent, the Lenders and the Fronting Banks or a Representative thereof
in violation of this Agreement, or (ii) was within its possession prior to its being furnished to
it by or on behalf of the Credit Parties in connection with this Agreement or the Unsecured
Facility or becomes available to it on a non-confidential basis from a source other than a Credit
Party or its agents, provided that the source of such information was not known by it to be
bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of
confidentiality to any Credit Party or any other party with respect to such Information.


For purposes of this Section, “Information” means all non-public information received from
the Credit Parties relating to any Credit Party or any of their respective businesses, other than
any such information that is available to the Administrative Agent, the L/C Agent, any Lender or
any Fronting Bank on a nonconfidential basis prior to disclosure by any Credit Party.




     Section 10.12 Judgment Currency. If, for the purposes of obtaining judgment in any
court or in respect of any tender made by any Credit Party, it is necessary to convert a sum due
hereunder or under any other Credit Document in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given or such tender is made. The obligation of any
Credit Party in respect of any such sum due from it to the Administrative Agent or any Lender
hereunder or under the other Credit Documents shall, notwithstanding any tender or judgment in a
currency (the “Judgment Currency”) other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the
extent that on the Business Day following receipt by the Administrative Agent or such Lender of any
sum received or adjudged to be so due in the Judgment Currency, the Administrative Agent or such
Lender may in accordance with normal banking procedures purchase the Agreement Currency with the
Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum
originally due to the Administrative Agent or such Lender in the Agreement Currency, such Credit
Party agrees, as a



87









 




separate obligation and notwithstanding any such judgment or tender, to
indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing
against such loss. If the amount of the Agreement Currency so purchased is greater than the sum
originally due to the Administrative Agent or such Lender in such currency, the Administrative
Agent or such Lender agrees to return the amount of any excess to such Credit Party (or to any
other Person who may be entitled thereto under applicable law).




     Section 10.13 Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and the other Credit Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 3.1, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.



     Section 10.14 Disclosure of Information. The Credit Parties agree and consent to the
Administrative Agent’s and the Joint Arrangers’ disclosure of information relating to this
transaction to Gold Sheets and other similar bank trade publications. Such information
will consist of deal terms and other information customarily found in such publications.



     Section 10.15 USA PATRIOT Act Notice. Each Lender that is subject to the PATRIOT Act and
the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Credit
Parties that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and
record information that identifies each Credit Party, which information includes the names and
addresses of the Credit Parties and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Credit Parties in accordance with the PATRIOT
Act.



ARTICLE XI




THE GUARANTY




     Section 11.1 The Guaranty.



     (a) In order to induce the Lenders to enter into this Agreement and to extend credit hereunder
and in recognition of the direct benefits to be received by the Guarantor from the Issuance of the
Letters of Credit, the Guarantor hereby unconditionally, absolutely and irrevocably guarantees, as
primary obligor and not merely as surety, the full and punctual payment (whether at stated
maturity, upon acceleration or otherwise) of all Obligations of Allied World under the Credit
Documents including Reimbursement Obligations owing by Allied World pursuant to this Agreement.
This Guaranty is a guaranty of payment and not of collection.



88









 





     Section 11.2 Guaranty Unconditional. The obligations of the Guarantor under this
Article XI shall be unconditional, absolute and irrevocable and, without limiting the generality of
the foregoing, shall not be released, discharged or otherwise affected by:




     (i) any extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of any other obligor under any of the Credit Documents, by operation of law or
otherwise;




     (ii) any modification or amendment of or supplement to any of the Credit Documents;




     (iii) any release, non-perfection or invalidity of any direct or indirect security for
any obligation of any other obligor under any of the Credit Documents;




     (iv) any change in the corporate existence, structure or ownership of any obligor, or
any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other
obligor or its assets or any resulting release or discharge of any obligation of any other
obligor contained in any of the Credit Documents;




     (v) the existence of any claim, set-off or other rights which any obligor may have at
any time against any other obligor, the Administrative Agent, the L/C Agent, any Fronting
Bank, any Lender or any other corporation or person, whether in connection with any of the
Credit Documents or any unrelated transactions, provided that nothing herein shall
prevent the assertion of any such claim by separate suit or compulsory counterclaim;




     (vi) any invalidity or unenforceability relating to or against any other obligor for
any reason of any of the Credit Documents, or any provision of applicable law or regulation
purporting to prohibit the payment by any other obligor of principal, interest or any other
amount payable under any of the Credit Documents;




     (vii) any law, regulation or order of any jurisdiction, or any other event, affecting
any term of any obligation of the Lenders’ rights with respect thereto; or




     (viii) any other act or omission to act or delay of any kind by any obligor, the
Administrative Agent, any Fronting Bank, any Lender or any other corporation or person or
any other circumstance whatsoever (other than the defense of payment) which might, but for
the provisions of this paragraph, constitute a legal or equitable discharge of or defense to
the Guarantor’s obligations under this Article XI.



     Section 11.3 Discharge Only upon Payment in Full; Reinstatement in Certain
Circumstances. The Guarantor’s obligations under this Article XI shall remain in full force
and effect until the Commitments of the Lenders hereunder shall have terminated, no Letters of
Credit shall be outstanding and all Obligations shall have been paid in full. If at any time any
payment of the principal of or interest on any Reimbursement Obligation or any other Obligation
payable by Allied World under the Credit Documents is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of Allied World or otherwise, the



89









 




Guarantor’s obligations under this Article XI with respect to such payment shall be reinstated as
though such payment had been due but not made at such time.




     Section 11.4 Waiver by the Guarantor. The Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any corporation or person against any other
obligor or any other corporation or person. The Guarantor warrants and agrees that each waiver set
forth in this Section 11.4 is made with full knowledge of its significance and consequences, and
such waivers shall be effective to the maximum extent permitted by law.



     Section 11.5 Subrogation. The Guarantor hereby unconditionally and irrevocably agrees
not to exercise any rights that it may now have or hereafter acquire against Allied World, or any
other guarantor that arise from the existence, payment, performance or enforcement of the
Guarantor’s obligations under or in respect of this Article XI or any other Credit Document,
including any right of subrogation, reimbursement, exoneration, contribution or indemnification and
any right to participate in any claim or remedy of any Lender against Allied World or any other
guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute
or common law, including the right to take or receive from Allied World or any other guarantor,
directly or indirectly, in cash or other property or by set-off or in any other manner, payment or
security on account of such claim, remedy or right, unless and until all Obligations payable under
this Agreement shall have been paid in full in cash, no Letters of Credit shall be outstanding and
the Commitments of the Lenders hereunder shall have expired or been terminated. If any amount
shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior
to the latest of (a) the payment in full in cash of all amounts payable under this Article XI, and
(b) the Final Expiry Date, such amount shall be received and held in trust for the benefit of the
Lenders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or
delivered to the Administrative Agent in the same form as so received (with any necessary
endorsement or assignment) to be credited and applied to all amounts payable under this Guaranty,
whether matured or unmatured, in accordance with the terms of the Credit Documents, or to be held
as collateral for any amounts payable under this Article XI thereafter arising. If (i) the
Guarantor shall make payment to any Lender of all or any amounts payable under this Article XI,
(ii) all amounts payable under this Article XI shall have been paid in full in cash, and (iii) the
Final Expiry Date shall have occurred, the Lenders will, at the Guarantor’s request and expense,
execute and deliver to the Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of
an interest in the obligations resulting from such payment made by the Guarantor pursuant to this
Article XI.



     Section 11.6 Stay of Acceleration. If acceleration of the time for payment of any
amount payable by Allied World under any of the Credit Documents is stayed upon the insolvency,
bankruptcy or reorganization of Allied World, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by the Guarantor under this Article
XI forthwith on demand by the Administrative Agent made at the request of the Required Lenders.



     Section 11.7 Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty
and shall (a) remain in full force and effect until the later of (i) the payment in full in



90









 




cash of all Obligations payable under this Agreement and (ii) the Final Expiry Date, (b) be binding upon
the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the
Lenders and their successors, transferees and assigns. Without limiting the generality of clause
(c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any
portion of its rights and obligations under this Agreement to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise, in each case as and to the extent provided in Section 10.6(b).




[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




91









 





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



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Joan H. Dillard
 

Joan H. Dillard
	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marchelle D. Lewis	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Marchelle D. Lewis	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	ALLIED WORLD ASSURANCE COMPANY, LTD	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joan H. Dillard	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Joan H. Dillard	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marchelle D. Lewis	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Marchelle D. Lewis	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





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

	 	By:

Name:
	 	/s/ William R. Goley
 

William R. Goley
	 	 
	 

	 	Title:
	 	Director	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Syndication Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Debra Basler
 

Debra Basler
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 	 	BARCLAYS BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Nicholas Bell
 

Nicholas Bell
	 	 
	 

	 	Title:
	 	Director	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 	 	ING BANK N.V., LONDON BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ N J Marchant
 

N J Marchant
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ M E R Sharman	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	M E R Sharman	 	 
	 

	 	Title:
	 	Director	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Sebastian Rocco
 

Sebastian Rocco
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Charles Kornberger	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Charles Kornberger	 	 
	 

	 	Title:
	 	Managing Director	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 	 	J.P. MORGAN CHASE BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Melvin D. Jackson
 

Melvin D. Jackson
	 	 
	 

	 	Title:
	 	Vice President	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ W. Bradley Hamilton
 

W. Bradley Hamilton
	 	 
	 

	 	Title:
	 	Director	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael Pensari
 

Michael Pensari
	 	 
	 

	 	Title:
	 	V.P.	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 	 	BANK OF N.T. BUTTERFIELD & SON LTD, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Alan Day
 

Alan Day
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Curtis Ballantyne	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Curtis Ballantyne	 	 
	 

	 	Title:
	 	Vice President	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 	 	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Padraig Rushe
 

Padraig Rushe
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kieran Rockett	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kieran Rockett	 	 
	 

	 	Title:
	 	Senior Manager	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 






	 	 	 	 	 	 	 
	 	 	COMERICA BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Chatphet Saipetch
 

Chatphet Saipetch
	 	 
	 

	 	Title:
	 	Vice President	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 	 	LLOYDS TSB BANK PLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jason Eperon
 

Jason Eperon
	 	 
	 

	 	Title:
	 	Director, Financial Institutions, USA E004	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Candi Obrentz	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Candi Obrentz	 	 
	 

	 	Title:
	 	Associate Director, Financial Institutions,	 	 
	 

	 	 	 	USA 0013	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY




 









 





	 	 	 	 	 	 	 
	 

	 	 	 	LEHMAN COMMERCIAL PAPER INC., as a Lender	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Rohit Nair	 	 
	 
	 	Name:	 	Rohit Nair	 	 
	 
	 	Title:	 	Authorized Signatory	 	 






SIGNATURE PAGE TO CREDIT AGREEMENT

SENIOR SECURED LETTER OF CREDIT FACILITY