Letter and Summary of Terms, dated December 7, 2012, from Citibank Europe plc



 Exhibit 10.5 
 7 December 2012 
 Marchelle Lewis 
 Allied World Assurance Company, Ltd 
 27 Richmond Road, 

Pembroke 
 HM08 

Bermuda 
 Dear Marchelle, 

Re: Letter of Credit Facility 
 Further to our recent conversations, this letter is to confirm the revised terms and conditions of the Letter of Credit Facility available to Allied World Assurance Company. 

These are the significant Terms and Conditions by which Citi continue to make this Facility available to Allied World Assurance Company,
Ltd. 
 These terms remain subject to the documentation already in place between Citi and Allied World Assurance Company, Ltd.

 I hope the foregoing is as expected and that you will not hesitate to contact me should you need further information or
clarification. 
 For Citibank Europe plc 
  

					
	 By:     
	 	/s/Andy Fowler 	 	  



					
	Name:	 	Andy Fowler 	 	  



					
	Title:  	 	Director 	 	  


 Citibank Europe plc 
 Directors: Aidan M Brady, Mark Fitzgerald, Jim Farrell, Bo J. Hammerich (Sweden), Brian Hayes, Mary Lambkin, Marc Luet (France), Frank McCabe, Terence O’Leary (U.K.), Cecilia Ronan, Patrick Scally,
Christopher Teano (U.S.A.), Francesco Vanni d’Archirafi (Italy), Tony Woods. 
 Registered in Ireland: Registration Number
132781. Registered Office: 1 North Wall Quay, Dublin 1. 
 Ultimately owned by Citigroup Inc., New York, U.S.A. 

Citibank Europe plc is regulated by the Central Bank of Ireland 







 Indicative Summary of Terms 

Letter of Credit Facility 
  

			
		
	 Account Party:
	  	Allied World Assurance Company, Ltd
		
	 Facility Amount: 
	  	 US $1,000,000,000 comprising:
 •Letters of Credit with a maximum tenor up to 24 months inclusive of any notice period to the beneficiaries (“Standard LCs”) and;

•Letters of Credit issued in respect of Funds at Lloyds (FAL) obligations with a maximum tenor up to 60
months inclusive of any notice period to beneficiaries (“Extended Tenor LCs”).
  
 Aggregate amount in respect of FAL will not exceed $230,000,000

		
	 Commitment: 
	  	Uncommitted
		
	Drawn Letter of Credit fee (See “Collateral” below)	  	 In respect of Standard LCs:
 A) 25 bps per annum payable quarterly in arrears
  
 B) 28.5 bps per annum payable quarterly in arrears
  
 And
  
 In respect of Extended
Tenor LCs:
 35 bps per annum payable quarterly in arrears

		
	 Facility:
	  	Uncommitted Letter of Credit facility in support of the Account Party’s reinsurance obligations including, but not limited to, obligations that arise as a non-admitted
carrier in the US and Letters of Credit accepted as FALs to support activities at Lloyd’s.
		
	 Currency:
	  	 Available in US Dollars, Canadian Dollars, Euro and British Pounds. Additional currencies may be requested with the agreement
of the Lender.
  
 All obligations issued in currencies other than the
currency of collateral will be subject to appropriate margins in order to cover FX fluctuations, as follows: 10% USD vs GBP, Canadian Dollars, Australian Dollars and New Zealand Dollars; 15% USD vs Euro; and 25% vs HK Dollars.

		
	Maturity Date of each Letter of Credit:	  	 The maximum tenor of each Letter of Credit will be up to 24 months and/or 60 months (as provided for above) inclusive of any
notice period to the beneficiaries.
  
 Each Letter of Credit if requested by
the Account Party may include a clause to the effect that the Letter of Credit will be automatically extended for successive periods that may vary from time to time but are not greater than 1 year.

		
	 Availability:
	  	Subject to completion of Citibank standard documentation, formal credit approval and acceptance by the Account Party of the terms set out herein. Provision of sufficient
collateral prior to the issuance of each letter of credit.









			
		
	 Lender
	  	 Citibank Europe plc
  

Citibank Europe plc will arrange for Letters of Credit to be issued by an acceptable issuing bank where required (e.g. Citibank N.A. New York
Branch)

		
	 Collateral Custodian:
	  	The Bank of New York Mellon, Citibank N.A. or other custodian acceptable to Citibank.
		
	 Interest:
	  	LIBOR or other equivalent overnight borrowing rate plus 1% on the amount of the Letters of Credit drawn by beneficiaries until reimbursement by the Account Party, plus any
reserve asset costs that may apply from time to time.
		
	 Collateral:
	  	 The Account Party will provide security over a portfolio of Eligible Securities in an amount equal to the Required Percentage
of the obligations under the Facility.
  
 The “Required
Percentage” shall be 110% in respect of each of categories (A) and (B).
  
 Eligible Securities shall comprise the following:-
  

a)      Securities issued by the US Government or its agencies (whose debt
obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US Government, e.g. GNMA) or the central government of an OECD (Organisation for Economic Co-operation and
Development) country, in each case rated AA or AA equivalent or better.
  
 b)      (i) US Government Agency Securities (e.g. FNMA, FHLMC) and/or (ii) Guaranteed Securities issued by Eligible Institutions whose debt obligations are fully and
explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US or an OECD Government, in each case rated AA or AA equivalent or better (each such Security will only be treated as acceptable by the
Bank for inclusion if it is considered eligible in the Bank’s sole judgment).

		
	 Documentation:
	  	 The Facility shall remain subject to the following documentation (each as amended, varied, supplemented, novated or assigned as the
case may be):-
  
 •Form 3
Master Reimbursement Agreement among Citibank Europe Plc, Citibank N.A. and Allied World Assurance Company, Ltd dated 28 February 2007;
 •Pledge Agreement among Citibank Europe Plc and Allied World Assurance Company, Ltd dated 28 February 2007;

•Account Control Agreement among Citibank Europe Plc, Allied World Assurance Company, Ltd and Mellon Bank,
N.A. dated 5 March 2007;
 •Corporate Mandate dated 28 February 2007; and

•General Communications Indemnity dated 28 February 2007.

		
	 Legal Expenses:
	  	All legal costs associated with this facility are for the Account Party.

 Confidentiality Statement 
 The information contained in this proposal is confidential and is intended solely for the use of Allied World Assurance Company, Ltd and its employees. This information may not be disclosed outside of
Allied World Assurance Company, Ltd and shall not be duplicated, used or disclosed in whole or in part for any purpose other than to evaluate this proposal.