EX-10.2



 Exhibit 10.2 
  

					
	



	  	 Financial Institutions Team
 1 Churchill
Place
 London
 E14 5HP

 
 Fax +44 (0)20 7116 7645

	  
 To:
	 	  
 Tower Insurance Company of New York
	  	  
 www.barclayscorporate.com

		 	120 Broadway	  	
		 	31st Floor	  	
		 	New York, NY 10271	  	
		 	United States	  	
			
		 	Castlepoint Insurance Company	  	
		 	120 Broadway	  	
		 	31st Floor	  	
		 	New York, NY 10271	  	
		 	United States	  	
			
		 	Castlepoint National Insurance Company	  	
		 	222 South Riverside Plaza	  	
		 	Suite 1600	  	
		 	Chicago	  	
		 	Illinois 60606	  	
		 	United States	  	
			
		 	Hermitage Insurance Company	  	
		 	120 Broadway	  	
		 	31st Floor	  	
		 	New York, NY 10271	  	
		 	United States	  	
			
	Date:	 	12th March 2012	  	

 Dear Sirs 
 Letter of credit
facility agreement dated 11 November 2011 made between (1) Tower Insurance Company of New York, Castlepoint Insurance Company, Castlepoint National Insurance Company and Hermitage Insurance Company (the “Borrowers” and each a
“Borrower”) and (2) Barclays Bank PLC (the “Issuing Bank”) (as amended, varied or restated from time to time) (the “Facility Agreement”) 

We refer to the Facility Agreement. Terms defined in the Facility Agreement, unless otherwise defined, have the same meaning when used in this letter. The
principles of construction set out in the Facility Agreement shall have effect as if set out in this letter. 
 It is necessary that certain amendments be
made to the Facility Agreement, all as set out below. 








	1	Amendment to Facility Agreement 

  

	1.1	The Issuing Bank and each Borrower hereby agree that, with effect from the Effective Date (as defined below), the Facility Agreement shall be amended by deleting the definition of “Availability Period” and
replacing it with the following definition: 

 ““Availability Period” means the period from and including
the date of this Agreement to and including 30 November 2012.” 
  

	1.2	The amendment detailed in paragraph 1.1 of this letter shall take effect on the date (the “Effective Date”) that we receive a copy of this letter countersigned by each Borrower by which each Borrower
acknowledges and agrees to the terms of this letter. 

  

	1.3	Subject to the terms of this letter, the Facility Agreement shall remain in full force and effect and, with effect from the Effective Date, the Facility Agreement and this letter shall be read and construed as one
document. 

  

	2	Representations and Warranties 

  

	2.1	By counter-signing this letter, each Borrower makes the Repeating Representations as at the Effective Date by reference to the facts and circumstances then existing. 


 

	2.2	Each Borrower confirms that the security created by it in favour of the Issuing Bank pursuant to the Security Documents continues in full force and effect and extends to all of its present and future obligations and
liabilities under the Facility Agreement as amended by this letter. 

  

	3	Miscellaneous 

  

	3.1	This letter is designated a Finance Document. 

  

	3.2	This letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this letter. 


 

	3.3	A person who is not party to this letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this letter. 


 

	3.4	This letter, the agreement constituted by it and any non-contractual obligations arising from it and your acceptance of its terms shall be governed by and construed in accordance with English law. 









	3.5	Please confirm your agreement with the contents of this letter by signing and returning the enclosed duplicate of this letter to the Issuing Bank, for the attention of Richard Braham, Barclays Bank PLC, 1 Churchill
Place, London, E14 5HP, United Kingdom. 

  

	
	Yours faithfully
	
	 



     

	for and on behalf of
	 Barclays Bank PLC
 as Issuing
Bank










	
	Acknowledgement and Acceptance
	
	Accepted and agreed:
	
	 



     

	for and on behalf of
	Tower Insurance Company of New York
	
	Dated:
	
	Accepted and agreed:
	
	 



     

	for and on behalf of
	Castlepoint Insurance Company
	
	Dated:
	
	Accepted and agreed:
	
	 



     

	for and on behalf of
	Castlepoint National Insurance Company
	
	Dated:
	
	Accepted and agreed:
	
	 



     

	for and on behalf of
	Hermitage Insurance Company
	
	Dated: