|
Exhibit
10.3
FIRST
AMENDMENT
(Unsecured Reimbursement
Agreement)
THIS FIRST AMENDMENT
dated as of June 22, 2007 (this “ Amendment
”) amends the unsecured Amended and Restated Reimbursement
Agreement dated as of July 1, 2005 (the “
Reimbursement Agreement ”) among ACE Limited, a Cayman
Islands company (the “ Parent ”), certain
subsidiaries thereof, various lenders and Wachovia Bank, National
Association, as Administrative Agent. Capitalized terms used but
not defined herein have the respective meanings set forth in the
Reimbursement Agreement.
Pursuant to the
Parent’s request, the parties have agreed to amend the
Reimbursement Agreement to delete the Restricted Payments covenant
set forth in Section 5.02(e). Accordingly, the parties hereto
agree as follows:
SECTION 1.
Amendment to Reimbursement Agreement . Section 5.02(e)
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 Account Party 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 Account
Parties contained in the Reimbursement 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 i
| 
