Allied World Assurance Company, Ltd (“Allied World”) 27 Richmond Road Pembroke HM08 Bermuda Attention: Joan H. Dillard
The Bank of New York Mellon (“BNY Mellon”) One Mellon Center Pittsburgh PA 15258 USA Attention: Erin Potter
Date: 30 December 2008
Dear Sirs
Reference is hereby made to (i) the Pledge Agreement by and among (1) Allied World and (2) Citibank Europe Plc dated 28 February 2007 (the “Pledge Agreement”) and (ii) the Account Control Agreement by and among (1) Allied World (2) BNY Mellon and (3) Citibank Europe Plc dated 5 March 2007 (the “Account Control Agreement”).
With reference to the Pledge Agreement, Schedule 1 to the Pledge Agreement shall be deleted in its entirety and replaced by the Annex to this Letter.
With reference to the Account Control Agreement, Exhibit A to the Account Control Agreement shall be deleted in its entirety and replaced by the Annex to this Letter.
Save as expressly provided in this Letter, the provisions of the Pledge Agreement and the Account Control Agreement shall remain in full force and effect. Each party represents and warrants to the other parties hereto that this Letter constitutes its legally binding obligation, enforceable in accordance with its terms. This Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws.
Please countersign and return this letter, which may be in any number of counterparts (including facsimile counterparts) and which shall be effective as of the date hereof.
Yours faithfully,
FOR CITIBANK EUROPE PLC
By:/s/ Mary O’Neill Name: Mary O’Neill Title: Vice President
We hereby confirm our agreement to the above.
ALLIED WORLD ASSURANCE COMPANY, LTD
By: /s/ Joan H. Dillard
By: /s/ Marchelle Lewis
Name: Joan H. Dillard Title: Chief Financial Officer
Name: Marchelle Lewis Title: V.P. & Treasurer
We hereby confirm our agreement to the above.
THE BANK OF NEW YORK MELLON
By:/s/ Donna F. Moses Name: Donna F. Moses Title: First Vice President
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ANNEX
AMENDED SCHEDULE 1 to the PLEDGE AGREEMENT AMENDED EXHIBIT A to the ACCOUNT CONTROL AGREEMENT
Securities or Other Assets acceptable as Financial Assets
Bank’s Requirements
Description of component part of Charged Portfolio
Issuer
Rating
Government Securities
US Government or the central government of an OECD (Organisation for Economic Co-operation and Development) country
AA or AA equivalent or better
(1) Negotiable debt obligations and/or (2) mortgage-backed securities issued by the following:
US Government Agency Securities
The Federal Home Loan Mortgage Corporation or any successor thereto; The Federal National Mortgage Association or any successor thereto; The Government National Mortgage Association or any successor thereto; The Federal Farm Credit Banks Funding Corporation or any successor thereto; and/or The Federal Home Loan Banks or any successor thereto; BUT excluding interest only or principal only stripped securities, securities representing residual interests in mortgage pools, or securities that are not listed on a national securities exchange or regularly quoted in a national quotation service).
AA or AA equivalent or better
Eligible Institutions whose debt obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US or an OECD Government. PROVIDED THAT:
Guaranteed Securities
Each Guaranteed Security will only be treated as acceptable by the Bank for inclusion if it is considered eligible in the Bank’s sole judgment.
AA or AA equivalent or better
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