Peadar Mac Canna CitigroupDirector 1 North Wall QuayTrade Business Management Dublin 1, Ireland Tel +353 (1) 622 4567 Fax +353 (1) 622 2741 ***@***
Peadar Mac Canna | Citigroup | |
Director | 1 North Wall Quay | |
Trade Business Management | Dublin 1, Ireland | |
| Tel +353 (1) ###-###-#### | ||
| Fax +353 (1) ###-###-#### | ||
| ***@*** |
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
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 | ||
