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Exhibit
10.2
FIRST
AMENDMENT
THIS FIRST AMENDMENT
dated as of June 22, 2007 (this “ Amendment
”) amends the Credit Agreement dated as of December 13,
2005 (the “ Credit Agreement ”) among ACE
Australia Holdings Pty Limited (the “ Original
Borrower ”), ACE Limited (the “ Guarantor
”), various financial institutions and The Royal Bank of
Scotland plc, as Agent. Capitalized terms used but not defined
herein have the respective meanings set forth in the Credit
Agreement.
Pursuant to the
Guarantor’s request, the parties have agreed to amend the
Credit Agreement to delete the Restricted Payments covenant set
forth in Clause 16.5. Accordingly, the parties hereto agree as
follows:
SECTION 1.
Amendment to Credit Agreement . Clause 16.5 is amended in
its entirety to read as follows:
16.5 [Intentionally
Deleted] .
SECTION 2.
Representations and Warranties . Each Obligor represents and
warrants as follows:
2.1 Authorization .
The execution, delivery and performance by such Obligor 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
such Obligor 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 such Obligor enforceable against such Obligor 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 Obligors
contained in the Credit Agreement (excluding the representation and
warranty set forth in Section 14.6) is true and correct on and
as of the date hereof with the same effect as if made on and as of
the date hereof (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 was true and
correct as of such date) and (ii) no Default or Event of
Default has occurred and is continuing.
SECTION 3.
Effectiveness . This Amendment shall become
effective
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