|
Exhibit
10.6
FIRST
AMENDMENT
THIS FIRST AMENDMENT
dated as of June 22, 2007 (this “ Amendment
”) amends the Amended and Restated Credit Agreement dated as
of December 15, 2005 (the “ Credit Agreement
”) among ACE Limited, a Cayman Islands company (the “
Parent ”), certain subsidiaries thereof, various
lenders and JPMorgan Chase Bank, N.A., as Administrative Agent.
Capitalized terms used but not defined herein have the respective
meanings set forth in the Credit Agreement.
Pursuant to the
Parent’s request, the parties have agreed to amend the Credit
Agreement in certain respects as more fully set forth below.
Accordingly, the parties hereto agree as follows:
SECTION 1.
Amendment to Credit Agreement . Section 5.02(e) of the
Credit Agreement is amended in its entirety to read as
follows:
(e) [ Intentionally
Deleted ].
SECTION 2.
Representations and Warranties . The Parent represents and
warrants as follows:
2.1 Authorization .
The execution, delivery and performance by the Parent of this
Amendment are within its corporate powers, have been duly
authorized by all necessary action, and do not: (i) contravene
its organizational documents or any contractual restriction, law or
governmental regulation or court decree or order that is binding on
any Borrower or (iii) require any consent, approval,
authorization or other action by, or notice to, or registration or
filing with, any governmental authority or other Person.
2.2 Enforceability .
This Amendment constitutes the legal, valid and binding obligation
of the Parent enforceable against the Parent in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors’ rights and general equitable
principles.
2.3 Representations and
Warranties; No Default . After giving effect to this Amendment:
(i) each of the representations and warranties of the
Borrowers contained in the Credit Agreement (excluding the
representation and warranty set forth in Section 4.01(g)) is
true and correct on and as of the date hereof with the same effect
as if made on an
| 
