Exhibit 10.1


 





DEED OF AMENDMENT


 


Dated: 28 March 2019


By and Among:


 


		(1)	Citibank Europe plc (the “Bank”);



 


		(2)	AXIS Specialty Limited (“ASL”);



 


		(3)	AXIS Re SE (formerly, AXIS Re Limited);



 


		(4)

                                                                       
	AXIS Specialty Europe SE (formerly, AXIS Specialty Europe
Limited);



 


		(5)	AXIS Insurance Company;



 


		(6)	AXIS Surplus Insurance Company; and



 


		(7)	AXIS Reinsurance Company



 


(parties
(2), (3), (4), (5), (6) and (7) together known as the “Companies”).


 


		Re:	Committed Facility Letter - Facility Number 2



 


1. Background


 


		1.1	On 27 March 2017 a Committed Facility Letter– Facility Number 2 was entered into by and among
the Bank and the Companies, as amended on 28 March 2018 (the “Committed Facility Letter”).



 


		1.2	The Parties have agreed to certain further amendments to the Committed Facility Letter as detailed
in this Deed.



 


		1.3	The terms and expressions defined in the Committed Facility Letter shall have the same meanings
when used in this Deed unless otherwise indicated.



 


		1.4	The parties to this Deed hereby agree that from the Effective Date (as defined below) the rights
and obligations of the parties under the Committed Facility Letter and the terms of the Committed Facility Letter shall be amended
as set out below.



 


2. Effective Date


 


The following amendments
shall take effect on and from 31 March 2019 (“Effective Date”).


 


3. Amendments


 


With effect from the Effective Date, the
following amendments shall be made to the Committed Facility Letter:


 


		(i)	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 2021;


 


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.”


 





		(ii)	A new Clause 16 (Data Protection) shall be inserted in the Committed Facility Letter as follows:





 






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“16. Data Protection


 


16.1 Compliance with law.
Each party will comply with applicable data protection and privacy laws in processing personal data in connection with its activities
under this Committed Facility Letter. Without limiting the foregoing, the Companies warrant that: (i) any personal data that it
provides to the Bank has been processed fairly and lawfully, is accurate and is relevant for the purposes for which it is provided
to the Bank; (ii) if any such personal data is provided to the Bank, it shall provide notice to, and shall seek consent from (and
promptly upon the Bank’s request shall provide evidence to the Bank of having provided such notices and/or obtained such
consents), data subjects regarding the Bank’s processing of their personal data in accordance with any instructions of the
Bank from time to time; and (iii) pursuant to clause (ii) it will provide any such data subjects with a copy of the relevant TTS
EEA Privacy Statement accessible at https://www.citibank.com/tts/sa/tts-privacy-statements/index.html (or such other URL or statement
as the Bank may notify to the Companies from time to time).


 


16.2 Mutual cooperation.
Each party will promptly notify, and reasonably cooperate with and provide information to, the other party in respect of any data
subject requests, communications from supervisory authorities, or material security incidents relating to the processing of personal
data under this Committed Facility Letter, in each case to the extent reasonably necessary to enable the other party to meet its
obligations to data subjects and/or supervisory authorities.


 


16.3 Definitions. The
terms ‘personal data’, ‘processing’, ‘data subject’ and ‘supervisory
authority’ shall have the respective meanings set forth in the General Data Protection Regulation (EU) 2016/679, as amended
or superseded from time-to-time.”


 


4. Costs and expenses


 


Each party to this Deed shall bear its
own costs and expenses in relation to the amendments agreed pursuant to the terms of this Deed.


 


5. Affirmation and acceptance


 


		5.1	With effect from the Effective Date, the terms and conditions of the Committed Facility Letter
shall be read and construed by reference to this Deed and all references to the Committed Facility Letter shall be deemed to incorporate
the relevant amendments contained within this Deed and all references in the Committed Facility Letter to “this Committed
Facility Letter” shall with effect from the Effective Date be references to the Committed Facility Letter as amended by this
Deed.



 


		5.2	In the event of any conflict between the terms of this Deed and the Committed Facility Letter,
the terms of this Deed shall prevail.



 


		5.3	For the avoidance of doubt, except as amended by the terms of this Deed, all of the terms and conditions
of the Committed Facility Letter shall continue to apply and remain in full force and effect.



 


		5.5	The Companies shall, at the request of Bank, do all such acts necessary or desirable to give effect
to the amendments effected or to be effected pursuant to the terms of this Deed.



 






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6. Continuation of Security


 


The parties agree that, on and after the
Effective Date:


 


		(i)	The Pledge Agreement dated 14 May 2010, as amended from time to time, most recently on 27 March
2017, between ASL and the Bank and any security granted under it shall continue in full force and effect;



 


		(ii)	The Collateral Account Control Agreement dated 19 May 2015 between ASL and Bank shall continue
in full force and effect;



 


and that such Pledge Agreement and any
security pledged thereunder extend to the Committed Facility Letter, as amended pursuant to this Deed.


 


7. Counterparts


 


This Deed 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 amendment shall take effect as a Deed notwithstanding it is signed under hand by Bank.


 


8. Third party rights


 


No person shall have any right to enforce
any provision of this deed under the Contracts (Rights of Third Parties) Act 1999.


 


9. Governing law


 


This Deed (and any non-contractual obligation,
dispute, controversy, proceedings or claim of whatever nature arising out of it or in any way relating to this deed or its formation)
shall be governed by and construed in accordance with English law.


 





 


 


 


 


[Signatures Follow]




 






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Signatories to the Deed of Amendment


 








	EXECUTED AS A DEED UNDER THE COMMON SEAL	 
	OF AXIS Specialty Limited 	Signed: /s/ Peter J.
    Vogt
	Acting as a Director	Name: Peter J. Vogt
	 	Title:  Director
	In the presence of 	Witness: /s/ Jose Osset
	 	Printed Name: Jose Osset
	 	Address: 92 Pitts Bay Road
	 	Pembroke, HM 08 Bermuda 
	 	 
	EXECUTED AS A DEED UNDER THE COMMON	 
	SEAL OF AXIS Re SE	Signed: /s/ Helen O’Sullivan
	Acting as a Director	Name: Helen O’Sullivan
	 	Title:  Director
	In the presence of 	Signed: /s/ Deirdre
    Mooney 
	 	Name: Deirdre Mooney 
	 	Title: Director/Company Secretary
	 	For and on behalf of 
	 	Wilton
    Secretarial Limited Secretary
	 	 
	EXECUTED AS A DEED UNDER THE COMMON	 
	SEAL OF AXIS Specialty Europe SE	Signed: /s/ Helen O’Sullivan
	Acting as a Director	Name: Helen O’Sullivan
	 	Title:  Director
	In the presence of 	Signed: /s/ Deirdre
    Mooney
	 	Name: Deirdre Mooney
	 	Title: Director/Company Secretary
	 	For and on behalf of 
	 	Wilton
    Secretarial Limited Secretary
	 	 
	EXECUTED AS A DEED UNDER THE COMMON	 
	SEAL OF AXIS Insurance Company	Signed: /s/ Andrew M.
    Weissert
	Acting as a Director	Name: Andrew M. Weissert
	 	Title:  Director
	In the presence of 	Witness: /s/ Brenda
    Reese
	 	Name: Brenda Reese
	 	Address:  11680 Great Oaks Way
	 	Alpharetta, GA  30022
	 	 







	EXECUTED AS A DEED UNDER THE	 
	COMMON SEAL OF AXIS Reinsurance Company	Signed: /s/ Andrew M.
    Weissert
	Acting as a Director	Name: Andrew M. Weissert
	 	Title:  Director
	In the presence of 	Witness: /s/ Brenda
    Reese
	 	Name: Brenda Reese
	 	Address:  11680 Great Oaks Way
	 	Alpharetta, GA  30022




 






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WE HEREBY CONFIRM OUR ACCEPTANCE ON BEHALF OF BANK:


 





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












 






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