Exhibit 10.1 - Amendment Agreement


    EXHIBIT
      10.1

    


    


    THIS
      AMENDMENT AGREEMENT,
      dated
      as of December 30, 2005 (this “Amendment”)
      is by
      and between, National Australia Bank Limited, New York Branch (the “Bank”),
      XL
      Capital Ltd, a company incorporated under the laws of the Cayman Islands, X.L.
      America, Inc., a Delaware corporation, XL Insurance (Bermuda) Ltd, a Bermuda
      limited liability company, and XL Re Ltd, a Bermuda limited liability company
      (collectively,
      the “Account
      Parties”
      and
      each an
“Account
      Party”).
      

    


    W I T N E S S E T H
      :

    


    WHEREAS,
      the
      Account Parties each have requested that the Bank amend that certain Master
      Standby Letter of Credit and Reimbursement Agreement dated as of September
      30,
      2005 (the “Agreement”),
      effective as of the date hereof (the “Amendment
      Effective Date”)
      in
      order to extend the Termination Date;

    


    WHEREAS,
      the
      Bank is willing, on the terms and conditions set forth below, to amend the
      Agreement as set forth below;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants herein contained, the parties
      hereto hereby agree as follows:

    


    SECTION
      1. Defined
      Terms.
      Capitalized terms used herein and not defined herein shall have the meanings
      specified in the Agreement.

    


    SECTION
      2. Amendments
      to the Agreement.
      Section
      1 of the Agreement is hereby amended by deleting the words “September 29, 2006”
in the second line thereof and substituting the words “December 31, 2006”
therefor.

    


    SECTION
      3. Conditions
      to Effectiveness.
      This
      Amendment shall become effective as of the Amendment Effective Date upon
the
      due
      execution and delivery thereof by the parties hereto.

    


    SECTION
      4. Representations
      and Warranties.
      In
      order to induce the Bank to enter into this Amendment, each Account Party hereby
      represents and warrants to the Bank on behalf of itself: (i) the representations
      and warranties contained in the Agreement are true and correct on and as of
      the
      Amendment Effective Date as though made on and as of such date, except for
      changes which have occurred and which were not prohibited by the terms of the
      Agreement; (ii) no Event of Default or other event or condition which, with
      notice or the lapse of time or both, would give rise to an Event of Default
      has
      occurred and is continuing, or would result from the execution, delivery and
      performance by such Account Party of this Amendment or the Agreement (as amended
      by this Amendment); (iii) that such Account Party has full power, right and
      legal authority to execute, deliver and perform its obligations under this
      Amendment; and (iv) that each of this Amendment and the Agreement as amended
      hereby constitutes a legal, valid and binding obligation of such Account Party
      enforceable against such Account Party in accordance with its terms, subject
      to
      the effect of any applicable bankruptcy, insolvency, reorganization or
      moratorium, or similar laws affecting the enforcement of rights of creditors
      generally, and by general equitable principles (whether enforcement is sought
      by
      proceedings in equity or at law).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      5. Reference
      to and Effect on the Documents.
      Each
      reference in the Agreement to “this Agreement”, “here-under”, “hereof”, “herein”
or words of like import, and each reference to the Agreement in documents
      related to the Agreement, shall mean and be a reference to the Agreement as
      amended hereby. Except as specifically amended hereby, the Agreement and all
      such related documents, and all other docu-ments, agreements, instruments or
      writings entered into in connection therewith, shall remain in full force and
      effect and are hereby ratified, confirmed and acknowledged by each Account
      Party, severally on behalf of itself. 

    


    SECTION
      6. Governing
      Law.
      This
      Amendment and the rights and obligations of the parties hereunder shall be
      governed by and construed and interpreted in accordance with the substantive
      laws of the State of New York, without regard to its conflict of laws
      principles.

    


    SECTION
      7. Counterparts.
      This
      Amendment may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument, and any party hereto
      may
      execute this Amendment by signing any such counterpart.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Amendment to be duly executed and delivered
      by
      their proper and duly authorized officers as of the day and year first above
      written.

     

    
      NATIONAL
        AUSTRALIA BANK LIMITED

      (ABN
        12
        004 044 937), New York Branch

      


      


      By:  /s/
        Clinton M. Johnson      

              
Name: Clinton
        M. Johnson

              
Title: Senior
        Vice President

    

    
       

      

        
          	
                  XL
                    CAPITAL LTD

                	
                  XL
                    INSURANCE (BERMUDA) LTD

                
	 	 
	 	 
	
                  By:   /s/
                    Fiona E. Luck          

                	
                  By:   
                    /s/
                    Christopher A. Coelho    

                
	
                           
                    Name:  Fiona E. Luck

                	
                           
                    Name:  Christopher A. Coelho

                
	
                           
                    Title:    Executive Vice President,

                	
                            Title:   
                    Senior Vice-President &

                
	
                                       
                     Global Head of Corporate Services &

                	
                                        
                    Chief Financial Officer

                
	
                                        
                    Assistant Secretary

                	 


        




      
        	
                X.L.
                  AMERICA, INC. 

              	
                XL
                  RE LTD

              
	 	 
	 	 
	
                By:    
                   /s/
                  Gabriel G. Carino        

              	
                By:    /s/
                  Gregory S. Hendrick        

              
	
                Name:
                  Gabriel
                  G. Carino

              	
                          
                  Name: Gregory
                  S. Hendrick

              
	
                Title:  
                  Senior
                  Vice President

              	
                          
                  Title:   President
                  & 

              
	 	
                                      
                  Chief Underwriting Officer