Exhibit 10.1 - Third Amend. Agreement, dated as of 12/19/06


     

    Exhibit
      10.1

    
 

    THIS
      THIRD AMENDMENT AGREEMENT, dated
      as
      of December 19, 2006 (this “Third
      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 company, and XL Re Ltd, a Bermuda limited liability company
      (collectively, the “Account
      Parties”
and
      each
      an “ Account
      Party”)

     

    WITNESSETH,

     

    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 (as amended by that certain amendment agreement dated as of December 30,
      2005 and that certain Second Amendment Agreement dated as of May 26, 2006,
      the
“Agreement”),
      effective as of the date hereof (the “Amendment
      Effective Date”)
      in
      order to extend the Termination Date and to make such other changes as set
      forth
      herein; and

     

    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.

     

    A.  As
      set
      forth in Section 1 of the Agreement, the Termination Date, as amended hereby,
      shall be December 31, 2007;

     

    B.  Section
      4
      of the Agreement shall be deleted in its entirety and replaced with the
      following:

     

    4.
      The
      Account Parties agree, jointly and severally, to pay to the Bank, quarterly
      in
      arrears on the last business day of each March, June, September and December
      and
      commencing December 30, 2006, (i) a facility fee which shall accrue at a rate
      per annum equal to 0.05% on the Commitment amount (whether used or unused);
      and
      (ii) letter of credit fees which shall accrue at a rate per annum equal to
      0.25%
      of the amount available to be drawn under each Letter of Credit. All fees
      payable hereunder shall be computed on the basis of a 360-day year and paid
      for
      the actual number of days elapsed (including the first day but excluding the
      last).

     

    SECTION
      3. Conditions
      to Effectiveness.
      This
      Third
      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 Third 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 Third Amendment or the Agreement (as amended by this Third
      Amendment); (iii) that such Account Party has full power, right and legal
      authority to execute, deliver and perform its obligations under this Third
      Amendment; and (iv) that each of this Third 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”, “hereunder”, “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 documents, 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
      Third 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
      Third
      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 Third Amendment by signing any such counterpart. Delivery of any
      executed counterpart of this Third Amendment by facsimile or electronically
      shall constitute effective delivery thereof.

     


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the
      parties hereto have caused this Third 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 Johnson

           
      Name: Clinton
      Johnson

           
      Title:   Senior
      Vice President

    


    
      	
              XL
                CAPITAL LTD

               

              By: 
                /s/
                Simon Rich            

                     
                Name:  Simon
                Rich

                     
                Title:    Senior
                Vice President and

                                   Controller

            	
              XL
                INSURANCE (BERMUDA) LTD

               

              By: 
                /s/
                C. Stanley Lee            

                     
                Name:  C.
                Stanley Lee

                     
                Title:    Senior
                Vice President,

                                  
                Chief Financial Officer

            
	 	 
	
              X.L.
                AMERICA, INC.

               

              By: 
                /s/
                Kenneth P. Meagher            

                     
                Name:  Kenneth
                P. Meagher

                      Title:   
                Vice
                President and Assistant

                                  
                Secretary

            	
              XL
                RE LTD

               

              By: 
                /s/
                Andrew Turnbull            

                     
                Name: Andrew
                Turnbull

                     
                Title:    Senior
                Vice President

            
	 	 


    

     

     

     

     

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