Amendment to Master Reimbursement Agreement



 Exhibit 10.1 
 



 
  

											
		  		  	Niall Tuckey	  		  		  	Citibank Europe plc
		  		  	Vice President	  		  		  	1 North Wall Quay
		  		  	ILOC Product	  		  		  	Dublin 1, Ireland
		  		  		  		  		  	
		  		  		  		  		  	Tel +353 (1) 622 7430
		  		  		  		  		  	Fax +353 (1) 622 2741
		  		  		  		  		  	Niall.Tuckey@Citi.com

  

			
		
	FROM:	  	Citibank Europe plc (the “CEP”)
		
	TO:	  	 AXIS Specialty Limited; AXIS Re Limited; AXIS Specialty Europe Limited; AXIS
 Insurance Company; AXIS Surplus Insurance Company; AXIS Specialty Insurance
 Company and AXIS
Reinsurance Company (the “Companies”; each, a “Company”)

		
	DATE:	  	27 January 2012

 Ladies and Gentlemen, 
 Insurance Letters of Credit – Master Agreement dated 14 May 2010 between (1) CEP and (2) the Companies regarding a committed letter of credit facility in a maximum aggregate amount
of USD 750,000,000 and as may be amended, varied, supplemented, novated or assigned as the case may be (the “Master Agreement”). 
  

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

  

	2.	CEP and the Companies agree, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, that as effective from the date of
this letter, all references to “Companies” in the Committed Facility Letter shall be deemed to mean AXIS Specialty Limited; AXIS Re Limited; AXIS Specialty Europe Limited; AXIS Insurance Company; AXIS Surplus Insurance Company and AXIS
Reinsurance Company. 

  

	3.	Except as expressly amended by this letter, the Master Agreement 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 Master Agreement, the terms of this letter shall prevail. 

  

	4.	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. 

  

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


[signature pages follow] 
  

 

			
	Citibank Europe plc
		
	 Directors: Aidan M Brady, Mark Fitzgerald, Jim Farrell, Bo J. Hammerich (Sweden), Brian Hayes, Mary Lambkin, Frank McCabe, William J.
Mills (USA),
 Terence O’Leary (U.K.), Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Francesco Vanni d’Archirafi (Italy),
Tony Woods.
	 	
		
	 Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin
1.
 Ultimately owned by Citigroup Inc., New York, U.S.A.
 Citibank Europe plc is regulated by the Central Bank of Ireland
	 	








 For and on behalf of 
 Citibank Europe plc 
  

											
	Name:	 	 /s/ Peadar MacCanna
	 		 		 		 	
	Title:	 	
Director                   
     
	 		 		 		 	

 We agree to the terms set out in this letter. 
 For and on behalf of 
 AXIS Specialty Limited 

 

											
	Name:	 	 /s/ Jose Osset
              
	 		 		 		 	
	Title:	 	 SVP, Treasurer             
	 		 		 		 	

 For and on behalf of 
 AXIS Re Limited 
  

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

 For and on behalf of 
 AXIS Specialty Europe Limited 
  

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

 For and on behalf of 
 AXIS Insurance Company 
  

											
	Name:	 	 /s/ Andrew Weissert
	 		 		 		 	
	Title:	 	 General Counsel        
	 		 		 		 	

 For and on behalf of 
 AXIS Surplus Insurance Company 
  

											
	Name:	 	 /s/ Andrew Weissert
	 		 		 		 	
	Title:	 	 General Counsel        
	 		 		 		 	








 For and on behalf of 
 AXIS Specialty Insurance Company 
  

											
	Name:	 	 /s/ Andrew Weissert
	 		 		 		 	
	Title:	 	 General Counsel
	 		 		 		 	

 For and on behalf of 
 AXIS Reinsurance Company 
  

											
	Name:	 	 /s/ Andrew Weissert
	 		 		 		 	
	Title:	 	 General Counsel