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Exhibit
10.7
EXECUTION
COPY
FIRST AMENDMENT AND
WAIVER
(Reimbursement
Agreement)
THIS FIRST AMENDMENT AND
WAIVER dated as of July 10, 2008 (this “
Amendment ”) amends the Second Amended and Restated
Reimbursement Agreement dated as of November 8, 2007 (the
“ Reimbursement Agreement ”) among ACE Limited
(the “ Parent ”), certain subsidiaries thereof,
various financial institutions 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.
WHEREAS, the Parent has
informed the Administrative Agent that the Parent expects to
re-domesticate to move its place of incorporation from the Cayman
Islands to Switzerland; and
WHEREAS, the Parent has
requested and the parties have agreed to amend the Reimbursement
Agreement in certain respects as more fully set forth
below.
NOW, THEREFORE, the parties
hereto agree as follows:
SECTION 1.
Amendments to the Reimbursement Agreement . Subject to the
conditions set forth in Section 4 , the Reimbursement
Agreement is amended as set forth in this Section 1
.
1.1 The recital of parties to
the Reimbursement Agreement is amended by deleting the clause
“, a Cayman Islands company” immediately following the
phrase “among ACE Limited” in its entirety.
1.2 The last sentence of
Section 2.01 is amended by adding the words
“wholly-owned” immediately before the words
“Subsidiary of the Parent” therein.
1.3 Section 5.01(e) is
amended by adding the phrase “or if such disclosure would
violate any applicable law” before the period at the end
thereof.
1.4 The first sentence of
Section 9.11(a) is amended by inserting the phrase “in
the Borough of Manhattan” immediately after the phrase
“court of the United States of America sitting”
therein.
1.5 The first sentence of
Section 9.11(b) is amended by adding the phrase “sitting
in the Borough of Manhattan in New York City” immediately
before the period at the end thereof.
SECTION 2.
Waiver . The Required Banks waive any Default that may arise
under Section 5.01(d) of the Reimbursement Agreement upon the
re-domestication of the Parent to move its place of incorporation
from the Cayman Islands to Switzerland in the third or fourth
quarter of 2008 (the “ Re-domestication
”).
SECTION 3.
Representations and Warranties . The Parent represents and
warrants as follows:
3.1 Authorization .
The execution, delivery and performance by the Parent of this
Amendment are within its corporate powers, have been duly
authorized by all necessary corporate action, require no action by
or in respect of, or filing with, any Governmental Authority or
other
Person and do not contravene, or
constitute a default under, any provision of applicable law or
regulation or of the memorandum of association, articles of
association or by-laws (or any comparable document) of any Account
Party or of any material agreement, judgment, injunction, order,
decree or other instrument binding upon any Account Party or any of
its Subsidiaries or result in the creation or imposition of any
Lien on any asset of any Account Party or any of its
Subsidiaries.
3.2 Enforceability .
This Amendment constitutes a legal, valid and binding obligation of
the Parent enforceable against the Parent in accordance with its
terms, subject to bankruptcy, insolvency or other laws of general
application affecting the enforcement of creditors’ rights,
the application of equitable principles, the non-availability of
the equitable remedies of specific performance or injunctive relief
and, with respect to matters of Swiss law, the limitations and
qualifications set f
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