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UNDERWRITING AGENCY AGREEMENT
DATED DECEMBER 1, 2001, AS AMENDED
This AMENDMENT NO.
5 TO UNDERWRITING AGENCY AGREEMENT (this “Amendment”)
is made and entered into as of December 1, 2006, by and
between Allied World Assurance Company, Ltd (the
“Company”) and IPCRe Underwriting Services Limited (the
“Underwriting Agent”).
WHEREAS, the
Company and the Underwriting Agent (each of the Company and the
Underwriting Agent a “Party” and together the
“Parties”) have entered into an Underwriting Agency
Agreement, dated as of December 1, 2001, as amended from time
to time (the “Agreement”); and
WHEREAS, the
Company and the Underwriting Agent desire to further amend the
Agreement in accordance with the terms and conditions contained
herein;
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Underwriting
Agent agree as follows:
1. It is
hereby agreed that Section 13.1 of the Agreement be deleted in
its entirety and the following be inserted in lieu
thereof:
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“13.1
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This Agreement shall terminate as of
November 30, 2006 (the “Termination Date”), and
the Company shall pay to the Underwriting Agent an early
termination fee of $400,000, which shall be payable in three
installments as follows:
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$250,000 payable on December 1,
2006;
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$75,000 payable on December 1,
2007; and
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$75,000 payable on December 1,
2008.
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Such fee so payable under this
Section 13.1 is in addition to any Agency Commission due to
the Underwriting Agent in accordance with Section 10 of the
Agreement.”
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