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Exhibit 10.1
AMENDMENT NO. 5
TO
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").
W I T N E
S S E T H :
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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