EX-10.1


 Exhibit 10.1 

[Citibank Europe plc Letterhead] 
  

			
	 FROM:
	  	Citibank Europe plc (the “Bank”)
		
	 TO:
	  	AXIS Specialty Limited (“ASL”); AXIS Re SE (formerly, AXIS Re Limited); AXIS Specialty Europe SE (formerly, AXIS Specialty Europe Limited); AXIS Insurance Company; AXIS Surplus Insurance Company; and AXIS Reinsurance
Company (the “Companies”; each, a “Company”)
		
	 DATE:
	  	28 March 2018

 Ladies and Gentlemen, 

Committed Facility Letter dated 27th March 2017 between (1) the Bank and (2) the Companies
regarding a committed letter of credit facility – Facility Number 2 in a maximum aggregate amount of USD 250,000,000 and as may be amended, varied, supplemented, novated or assigned as the case may be (the “Committed Facility
Letter”). 
  

	1.	We refer to the Committed Facility Letter. Defined terms used in this letter shall have the meanings given to them in the Committed Facility Letter (including where defined in the Committed Facility Letter by reference
to another document). 

  

	2.	The parties to this letter agree that the amendments contained herein will be effective on and from 28 March 2018 (the “Effective Date”). 


 

	3.	The Bank and the Companies agree, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, that from the Effective Date: 


Paragraph 5.2 (c) of the Committed Facility Letter shall be deleted in its entirety and replaced with the following: 

“(c) The tenor of the Credit extends beyond 31st March 2020; 

The Bank may, in its sole discretion consider applications for Credits that are outside the terms of this Letter. Any such requests will be
considered on a case-by-case basis and will be subject to the terms of any Facility Documents then existing.” 

 

	4.	The parties to this letter agree that the following agreements between the Bank and the Companies in relation to the Committed Facility Letter remain in full force and effect as of the date of this letter and are
subject to future mutually agreeable amendments or modifications: 

  

	 	(i)	Master Agreement dated 14 May 2010, as amended; 


	 	(ii)	Pledge Agreement dated 14 May 2010, as amended; 


	 	(iii)	Account Control Agreement dated 19 May 2015; and 


	 	(iv)	Facility Fee Letter dated 27 March 2017. 

  

	5.	Except as expressly amended by this letter, the Committed Facility Letter remains unmodified and in full force and effect. In the event of a conflict or inconsistency between the terms of this letter and the terms of
the Committed Facility Letter, the terms of this letter shall prevail. 

  

	6.	This letter may be executed in counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same agreement. This letter and any non-contractual obligations arising in connection with it shall be governed by English law. 

  

	7.	Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us. 








			
	 For and on behalf of
 Citibank
Europe plc

	
	/s/ Niall Tuckey
	Name:	 	Niall Tuckey
	Title:	 	Director

 We agree to the terms set out in this letter. 
  

			
	 For and on behalf of
 AXIS
Specialty Limited

	
	/s/ Jose Osset
	Name:	 	Jose Osset
	Title:	 	Sr. VP and Treasurer

  

			
	 For and on behalf of
 AXIS Re
SE

	
	/s/ Tim Hennessy
	Name:	 	Tim Hennessy
	Title:	 	CEO, Director

  

			
	 For and on behalf of
 AXIS
Specialty Europe SE

	
	/s/ Tim Hennessy
	Name:	 	Tim Hennessy
	Title:	 	CEO, Director

  

			
	 For and on behalf of
 AXIS
Insurance Company

	
	/s/ Andrew M. Weissert
	Name:	 	Andrew M. Weissert
	Title:	 	SVP, General Counsel and Secretary

  

			
	 For and on behalf of
 AXIS
Surplus Insurance Company

	
	/s/ Andrew M. Weissert
	Name:	 	Andrew M. Weissert
	Title:	 	SVP, General Counsel and Secretary

  

			
	 For and on behalf of
 AXIS
Reinsurance Company

	
	/s/ Andrew M. Weissert
	Name:	 	Andrew M. Weissert
	Title:	 	SVP, General Counsel and Secretary