Exhibit



EXHIBIT 10.4





	
	
	 






DATED                                                                                                                3 MARCH 2017






AMTRUST CORPORATE CAPITAL LIMITED
AMTRUST CORPORATE MEMBER LIMITED
AMTRUST CORPORATE MEMBER TWO LIMITED
ANV CORPORATE NAME LIMITED
as Corporate Members


– and –


AMTRUST INTERNATIONAL INSURANCE, LTD.
as Account Party


– and –


AMTRUST FINANCIAL SERVICES, INC.
as Guarantor


– and –


THE BANKS AND FINANCIAL INSTITUTIONS
LISTED IN SCHEDULE 1 OF THE AMENDED FACILITY AGREEMENT
as Original Banks


– and –


ING BANK N.V., LONDON BRANCH, THE BANK OF NOVA SCOTIA, LONDON BRANCH 
AND BANK OF MONTREAL, LONDON BRANCH
as Mandated Lead Arrangers


– and –


ING BANK N.V., LONDON BRANCH
as Bookrunner, Agent, Issuing Bank and Security Trustee




THIRD AMENDMENT AGREEMENT RELATING TO A CREDIT 
FACILITY AGREEMENT








Matter ref 1M1209/001503


Hogan Lovells International LLP
Atlantic House, Holborn Viaduct, London EC1A 2FG








THIS AGREEMENT dated 3 March 2017 is made 
BETWEEN:
		
	(1)
	AMTRUST CORPORATE CAPITAL LIMITED,  a company incorporated in England under registered number 08128684 whose registered office is at 2 Minster Court, Mincing Lane, London EC3R 7BB ("ACCL"); 


		
	(2)
	AMTRUST CORPORATE MEMBER LIMITED,  a company incorporated in England under registered number 03621278 whose registered office is at 1 Great Tower Street, London EC3R 5AA ("ACML"); 


		
	(3)
	AMTRUST CORPORATE MEMBER TWO LIMITED,  a company incorporated in England under registered number 05264527 whose registered office is at 1 Great Tower Street, London EC3R 5AA ("ACM2L"); 


		
	(4)
	ANV CORPORATE NAME LIMITED,  a company incorporated in England under registered number 06705037 whose registered office is at 4th floor, 1 Minster Court, Mincing Lane, London EC3R 7AA ("ANV"); 


		
	(5)
	AMTRUST INTERNATIONAL INSURANCE, LTD., a company incorporated in Bermuda under registered number 9551 whose registered office is at 7 Reid Street, Suite 400, Hamilton HM11, Bermuda (the "Account Party"); 


		
	(6)
	AMTRUST FINANCIAL SERVICES, INC., a corporation organised under the laws of Delaware whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (the "Guarantor"); 


		
	(7)
	THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 OF THE AMENDED FACILITY AGREEMENT (the "Original Banks"); 


		
	(8)
	ING BANK N.V., LONDON BRANCH, as Bookrunner;


		
	(9)
	ING BANK N.V., LONDON BRANCH, THE BANK OF NOVA SCOTIA, LONDON BRANCH AND BANK OF MONTREAL, LONDON BRANCH as Mandated Lead Arrangers (the "Lead Arrangers"); 


		
	(10)
	ING BANK N.V., LONDON BRANCH, as Agent;


		
	(11)
	ING BANK N.V., LONDON BRANCH, as Issuing Bank; and


		
	(12)
	 ING BANK N.V., LONDON BRANCH, as Security Trustee. 


WHEREAS
		
	(A)
	By a letter of credit facility agreement dated 26 November 2013, as amended and restated from time to time and most recently on 3 November 2016 and further amended on 22 December 2016 and 1 March 2017 (the "Facility Agreement") and made between the Parties, the Banks agreed to provide a letter of credit facility of up to £515,000,000 to provide Funds at Lloyd's on behalf of the Corporate Members to support their underwriting at Lloyd's of London.


		
	(B)
	In order to operate more efficiently, AmTrust Group would like all of the Syndicates to be run by the same Managing Agent, AmTrust Syndicates Limited (formerly, ANV Syndicates Limited).  Permission has been granted from the Council of Lloyd's to enter into novation agreements between the current Managing Agent, AmTrust at Lloyd's Limited, the new Managing Agent, AmTrust Syndicates Limited and the Corporate Members supporting Syndicate 1206, Syndicate 44 and Syndicate 2526.


		
	(C)
	The Parties now wish to amend the Facility Agreement in accordance with the terms of this Agreement in order to reflect the change to the Managing Agent of Syndicate 1206 and Syndicate 44, which will occur on 3 March 2017, and Syndicate 2526, which will occur in the near future.








    
-2-



IT IS AGREED
		
	1.
	DEFINITIONS AND INTERPRETATION


		
	1.1
	Words and expressions defined in the Facility Agreement have the same meaning in this Agreement unless otherwise defined herein.


		
	1.2
	In this Agreement:


"Amendment Effective Date" means 3 March 2017; 
"Amended Facility Agreement" means the Facility Agreement as amended by this Agreement;
"Facility Agreement" has the meaning given in Recital (A) above; and 
"Party" means each party to this Agreement.
		
	1.3
	The provisions of Clauses 1.2 to 1.9 of the Amended Facility Agreement shall apply to this Agreement as if references therein to "this Agreement" were references to this Agreement.


		
	1.4
	From the Amendment Effective Date, any reference in any Finance Document to the Facility Agreement shall be read and construed for all purposes as a reference to the Amended Facility Agreement.


		
	2.
	AMENDMENT


		
	2.1
	With effect from the Amendment Effective Date, the definitions of "Managing Agent" and "Managing Agent's Undertaking" set out in Clause 1.1 (Definitions) of the Facility Agreement shall be deleted and replaced with the following wording: 


"Managing Agent" means:
		
	(a)
	in respect of Syndicate 1206, Syndicate 44, Syndicate 1861 and Syndicate 5820, AmTrust Syndicates Limited; and


		
	(b)
	in respect of Syndicate 2526, AmTrust at Lloyd's, until the date on which AmTrust Syndicates Limited becomes the managing agent of that Syndicate. 


"Managing Agent's Undertaking" means an undertaking to be executed by AmTrust Syndicates Limited with respect to notification of cash calls on each of the Syndicates, in a form acceptable to the Agent.
		
	3.
	REPRESENTATIONS AND WARRANTIES 


		
	3.1
	Subject to Clause 3.2 of this Agreement, each Obligor represents and warrants that each of the representations and warranties set out in Clauses 13.2 to 13.33 of the Amended Facility Agreement, construed as if references therein to "this Agreement" were references to this Agreement, is true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "material", "Material Adverse Change" or similar wording, in all respects) as at the Amendment Effective Date.


		
	3.2
	Each Obligor gives each representation and warranty under Clause 3.1 in respect of itself only, and only to the extent that the terms of the relevant clause make the relevant clause applicable in respect of it.


		
	4.
	CONTINUITY AND FURTHER ASSURANCE


		
	4.1
	Continuing obligations 








    
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The rights and obligations of the Parties under the Facility Agreement and the other Finance Documents shall continue in full force and effect, uninterrupted by the amendment hereunder, save insofar as they are amended hereby. In addition:
		
	(a)
	each Obligor that has granted Security pursuant to the Security Documents confirms that the Security created by the relevant Security Documents shall continue to fully secure the obligations of the relevant Obligors under the Finance Documents (including but not limited to the Amended Facility Agreement); and


		
	(b)
	the Guarantor confirms that from the Amendment Effective Date the guarantee and indemnity given by it in Clause 12 (Guarantee and Indemnity) of the Facility Agreement will continue in full force and effect and will extend to all Obligations of each other Obligor under the Finance Documents (including but not limited to the Amended Facility Agreement),


in each case, notwithstanding the amendment to the Facility Agreement made pursuant to this Agreement.
		
	4.2
	Prospective effect only 


The amendments made hereby to the Facility Agreement shall, with effect from the Amendment Effective Date, have prospective effect only.
		
	4.3
	Actions already taken 


Any action already taken and any payment already made by a party under the Facility Agreement prior to the Amendment Effective Date shall be treated as having been taken or made notwithstanding the amendment hereby, and shall not be required to be taken or made again by reason of the amendment hereby.
		
	4.4
	Conditions precedent


It shall be a condition of the effectiveness of this Agreement that the Agent or its legal advisers have received a Managing Agent's Undertaking duly executed by AmTrust Syndicates Limited in respect of Syndicate 1206, Syndicate 44 and Syndicate 2526, in form and substance satisfactory to them.
		
	4.5
	Further assurance 


Each of the parties shall do all acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant hereto.
		
	5.
	AMENDMENTS 


The parties may agree to further amendments to the Amended Facility Agreement in accordance with the terms thereof without being required to amend or terminate this Agreement.
		
	6.
	TRANSFERS


Any transfer or assignment made in accordance with the terms of the Amended Facility Agreement shall have the same effect in relation to the rights and obligations of the parties under this Agreement as it has in relation to their rights and obligations under the Amended Facility Agreement. 
		
	7.
	INCORPORATION OF TERMS 


The provisions of Clauses 1.9 (Rights of third parties), 18.5 (Indemnity against costs), 32 (Miscellaneous), 35 (Notices) and 36.2 to 36.7 (Applicable Law and Jurisdiction) of the Amended Facility Agreement shall 






    
-4-



be incorporated into this Agreement as if set out herein and as if references therein to "this Agreement" were references to this Agreement. 
		
	8.
	GOVERNING LAW 


This Agreement and any contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.


AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written.






    
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SIGNATURES TO AMENDMENT AGREEMENT
ACCL 

	
			
	SIGNED for and on behalf of                             )
	/s/ Jeremy Cadle   
	Signature

	AMTRUST CORPORATE CAPITAL                 )
	Jeremy Cadle        
	PRINT NAME

	LIMITED
	Director                  
	Job title






ACML 

	
			
	SIGNED for and on behalf of                             )
	/s/ Jeremy Cadle   
	Signature

	AMTRUST CORPORATE MEMBER                 )
	Jeremy Cadle        
	PRINT NAME

	LIMITED
	Director                  
	Job title






ACM2L 

	
			
	SIGNED for and on behalf of                             )
	/s/ Jeremy Cadle   
	Signature

	AMTRUST CORPORATE MEMBER                 )
	Jeremy Cadle        
	PRINT NAME

	TWO LIMITED
	Director                  
	Job title






ANV 

	
			
	SIGNED for and on behalf of                            )
	/s/ Jeremy Cadle   
	Signature

	ANV CORPORATE NAME LIMITED                )
	Jeremy Cadle        
	PRINT NAME

	 
	Director                  
	Job title






ACCOUNT PARTY


	
			
	SIGNED for and on behalf of                            )
	/s/ Chris Souter      
	Signature

	AMTRUST INTERNATIONAL                          )
	Chris Souter           
	PRINT NAME

	INSURANCE, LTD.
	Director/CFO/        Assistant Secretary
	Job title


















    
-6-





GUARANTOR


	
			
	SIGNED for and on behalf of                             )
	/s/Evan Greenstein 
	Signature

	AMTRUST FINANCIAL SERVICES, INC.         )
	Evan Greenstein     
	PRINT NAME

	 
	VP, Treasurer          
	Job title










    
-7-



ORIGINAL BANKS


	
			
	SIGNED for and on behalf of                            )
	/s/ M. Sharman     
	Signature

	ING BANK N.V., LONDON BRANCH              )
	M. Sharman          
	PRINT NAME

	 
	Managing Director 
	Job title



	 
	/s/ M. Groen          
	Signature

	 
	M. Groen               
	PRINT NAME

	 
	Director                 
	Job title

	 
	 
	 

	 
	 
	 

	SIGNED for and on behalf of                            )
	/s/ D. Chu              
	Signature

	THE BANK OF NOVA SCOTIA,                       )
LONDON BRANCH                                          )
	D. Chu                   
	PRINT NAME

	 
	Director                  
	Job title



	 
	/s/ Ralph Booth      
	Signature

	 
	Ralph Booth           
	PRINT NAME

	 
	Managing Director 
	Job title

	 
	 
	 

	 
	 
	 

	SIGNED for and on behalf of                           )
	/s/ Tony Ebdon       
	Signature

	BANK OF MONTREAL, LONDON BRANCH )
	Tony Ebdon            
	PRINT NAME

	 
	Managing Director  
	Job title



	 
	/s/ Scott Matthews  
	Signature

	 
	Scott Matthews       
	PRINT NAME

	 
	Managing Director  
	Job title














    
-8-



MANDATED LEAD ARRANGERS


	
			
	SIGNED for and on behalf of                             )
	/s/ M. Sharman       
	Signature

	ING BANK N.V., LONDON BRANCH               )
	M. Sharman            
	PRINT NAME

	 
	Managing Director  
	Job title



	 
	/s/ M. Groen            
	Signature

	 
	M. Groen                 
	PRINT NAME

	 
	Director                   
	Job title

	 
	 
	 

	 
	 
	 

	SIGNED for and on behalf of                            )
	/s/ D. Chu                
	Signature

	THE BANK OF NOVA SCOTIA,                      )
LONDON BRANCH                                         )
	D. Chu                     
	PRINT NAME

	 
	Director                   
	Job title



	 
	/s/ Ralph Booth       
	Signature

	 
	Ralph Booth            
	PRINT NAME

	 
	Managing Director  
	Job title

	 
	 
	 

	 
	 
	 

	SIGNED for and on behalf of                            )
	/s/ Tony Ebdon        
	Signature

	BANK OF MONTREAL, LONDON BRANCH  )
	Tony Ebdon             
	PRINT NAME

	 
	Managing Director   
	Job title



	 
	/s/ Scott Matthews   
	Signature

	 
	Scott Matthews       
	PRINT NAME

	 
	Managing Director   
	Job title










    
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BOOKRUNNER


	
			
	SIGNED for and on behalf of                            )
	/s/ M. Sharman        
	Signature

	ING BANK N.V., LONDON BRANCH              )
	M. Sharman            
	PRINT NAME

	 
	Managing Director  
	Job title



	 
	/s/ M. Groen            
	Signature

	 
	M. Groen                 
	PRINT NAME

	 
	Director                   
	Job title






AGENT


	
			
	SIGNED for and on behalf of                            )
	/s/ M. Sharman        
	Signature

	ING BANK N.V., LONDON BRANCH              )
	M. Sharman            
	PRINT NAME

	 
	Managing Director   
	Job title



	 
	/s/ M. Groen            
	Signature

	 
	M. Groen                 
	PRINT NAME

	 
	Director                   
	Job title






ISSUING BANK 


	
			
	SIGNED for and on behalf of                            )
	/s/ M. Sharman        
	Signature

	ING BANK N.V., LONDON BRANCH              )
	M. Sharman             
	PRINT NAME

	 
	Managing Director   
	Job title



	 
	/s/ M. Groen            
	Signature

	 
	M. Groen                 
	PRINT NAME

	 
	Director                    
	Job title










    
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SECURITY TRUSTEE


	
			
	SIGNED for and on behalf of                            )
	/s/ M. Sharman        
	Signature

	ING BANK N.V., LONDON BRANCH              )
	M. Sharman             
	PRINT NAME

	 
	Managing Director   
	Job title



	 
	/s/ M. Groen            
	Signature

	 
	M. Groen                 
	PRINT NAME

	 
	Director                   
	Job title