Exhibit 4.13
ASSIGNMENT AND ASSUMPTION AGREEMENT
AND
FIRST AMENDMENT TO THE
TRUST AGREEMENT OF
ACE CAPITAL TRUST III
This Assignment and Assumption Agreement and First Amendment to the Trust
Agreement of ACE Capital Trust III (the "Trust"), dated as of August 5, 1999
(this "Assignment and Amendment Agreement"), is made and entered into by and
among ACE Limited, a Cayman Islands company limited by shares, as the original
depositor (the "Original Depositor"), ACE INA Holdings Inc., a Delaware
corporation, as the substitute depositor (the "Substitute Depositor"), The First
National Bank of Chicago, a national banking association, as property trustee
(the "Property Trustee"), Bank One Delaware, Inc., a Delaware corporation, as
trustee (the "Delaware Trustee"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇, an individual, as trustee
(the "Administrative Trustee") (the Property Trustee, the Delaware Trustee and
the Administrative Trustee being hereinafter collectively referred to as the
"Trustees").
WITNESSETH
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WHEREAS, the Trust is a Delaware business trust that was created under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. (S) 3801, et seq.
pursuant to (i) the Trust Agreement of the Trust, dated as of May 19, 1999 (the
"Trust Agreement"), and (ii) the Certificate of the Trust of the Trust, dated as
of May 19, 1999, as filed with the office of the Secretary of State of the State
of Delaware on May 19, 1999;
WHEREAS, the Original Depositor, as the depositor under the Trust
Agreement, desires to assign, transfer and convey all of its right, title and
interest in the Trust (the "Depositor's Interest") to the Substitute Depositor,
and the Original Depositor desires to cease to be the depositor of the Trust;
WHEREAS, the Substitute Depositor desires to acquire the Depositor's
Interest currently held by the Original Depositor, and the Substitute Depositor
desires to become the depositor of the Trust; and
WHEREAS, the undersigned, being the Original Depositor, the Substitute
Depositor and all the Trustees of the Trust, to accomplish the foregoing, desire
to amend the Trust Agreement in the manner set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and obligations
contained herein, the parties, intending to be legally bound, hereby agree as
follows:
1. Assignment. Notwithstanding any provision in the Trust Agreement to the
contrary, for value received, the receipt and sufficiency of which are hereby
acknowledged, upon the execution of this Assignment and Amendment Agreement by
the parties hereto, the Original
Depositor does hereby assign, transfer and convey the Depositor's Interest to
the Substitute Depositor.
2. Substitution. Notwithstanding any provision in the Trust Agreement to
the contrary, contemporaneously with the assignment described in Section 1 of
this Assignment and Amendment Agreement, the Substitute Depositor shall become
the d3epositor of the Trust and shall have all rights, powers and obligations of
the Depositor (as such term is used in the Trust Agreement) under the Trust
Agreement.
3. Cessation. Notwithstanding any provision in the Trust Agreement to the
contrary, immediately following the Substitute Depositor becoming the depositor
of the Trust, the Original Depositor shall cease to be the depositor of the
Trust, and shall thereupon cease to have any right, obligation or power as the
depositor of the Trust.
4. Continuation of the Trust. The parties hereto agree that (i) the
assignment of the Depositor's Interest, the Substitute Depositor becoming the
depositor of the Trust and the Original Depositor's ceasing to be the depositor
of the Trust shall not dissolve the Trust and (ii) the business of the Trust
shall continue without dissolution.
5. Successors and Assigns. This Assignment and Amendment Agreement shall be
binding upon, and shall enure to the benefit of, the parties hereto and their
respective successors and assigns.
6. Full Force and Effect. Except to the extent modified hereby, the Trust
Agreement shall remain in full force and effect.
7. Counterparts. This Assignment and Amendment Agreement may be executed in
counterparts, all of which together shall constitute one agreement binding on
all parties hereto, notwithstanding that all such parties are not signatories to
the original or same counterpart.
8. Governing Law. This Assignment and Amendment Agreement shall be
interpreted in accordance with the laws of the State of Delaware (without regard
to conflict of laws principles), all rights and remedies being governed by such
laws.
9. Effectiveness of Amendment. This Assignment and Amendment Agreement
shall become a legally effective and binding instrument as of the date hereof.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the undersigned have executed this Assignment and
Amendment Agreement as of the day and year first above written.
ACE LIMITED,
as Original Depositor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Chief Accounting Officer
ACE INA HOLDINGS INC.,
as Substitute Depositor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director & Treasurer
THE FIRST NATIONAL BANK OF
CHICAGO, not in its individual capacity but
solely as trustee of the Trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BANK ONE DELAWARE, INC., not in its
individual capacity but solely as trustee
of the Trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇, not in his individual
capacity but solely as trustee of the Trust
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