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 accorda ...
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