##### 



Exhibit 10.1
 LOAN AGREEMENT
 ($300,000,000 REVOLVING LOAN FACILITY)
 dated as of April 4, 2007
 AMONG
 HCC INSURANCE HOLDINGS, INC.
as Borrower,
 WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and Co-Lead Arranger and as a Lender,
 CITIBANK, N.A.,
as Co-Lead Arranger and Syndication Agent and as a Lender,
 WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent and as a Lender,
 AND
 THE OTHER LENDERS NOW OR HEREAFTER
PARTIES HERETO




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##### 



TABLE OF CONTENTS
 Page1.
    
    Definitions.
    
    
    11.1
    
    Certain Defined Terms
    
    
    11.2
    
    Miscellaneous
    
    
    152.
    
    Commitments and Loans
    
    
    152.1
    
    Loans
    
    
    152.2
    
    Terminations, Reductions or Increase of  Commitments
    
    
    172.3
    
    Commitment Fees
    
    
    172.4
    
    Several Obligations
    
    
    182.5
    
    Notes
    
    
    182.6
    
    Use of Proceeds
    
    
    182.7
    
    Letters of Credit
    
    
    183.
    
    Borrowings, Payments, Prepayments and Interest Options
    
    
    223.1
    
    Borrowings
    
    
    223.2
    
    Prepayments
    
    
    223.3
    
    Interest Options
    
    
    233.4
    
    Capital Adequacy
    
    
    273.5
    
    Limitation on Charges; Substitute Lenders; Non-Discrimination
    
    
    274.
    
    Payments; Pro Rata Treatment; Computations, Etc
    
    
    284.1
    
    Payments
    
    
    284.2
    
    Pro Rata Treatment
    
    
    294.3
    
    Certain Actions, Notices, Etc
    
    
    304.4
    
    Non-Receipt of Funds by Agent
    
    
    304.5
    
    Sharing of Payments, Etc
    
    
    315.
    
    Conditions Precedent.
    
    
    315.1
    
    Initial Loans and Letters of Credit
    
    
    315.2
    
    All Loans
    
    
    336.
    
    Representations and Warranties.
    
    
    336.1
    
    Organization
    
    
    336.2
    
    Financial Statements
    
    
    346.3
    
    Enforceable Obligations; Authorization
    
    
    346.4
    
    Other Debt
    
    
    346.5
    
    Litigation
    
    
    346.6
    
    Title
    
    
    346.7
    
    Taxes
    
    
    346.8
    
    Regulations U and X
    
    
    356.9
    
    Subsidiaries
    
    
    356.10
    
    No Untrue or Misleading Statements
    
    
    356.11
    
    ERISA
    
    
    356.12
    
    Investment Company Act
    
    
    356.13
    
    Solvency
    
    
    356.14
    
    Fiscal Year
    
    
    356.15
    
    Compliance
    
    
    35
 ii




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##### 



6.16
    
    Environmental Matters
    
    
    367.
    
    Affirmative Covenants
    
    
    367.1
    
    Taxes, Existence, Regulations, Property, Etc
    
    
    367.2
    
    Financial Statements and Information
    
    
    377.3
    
    Financial Tests
    
    
    387.4
    
    Inspection
    
    
    387.5
    
    Further Assurances
    
    
    387.6
    
    Books and Records
    
    
    397.7
    
    Insurance
    
    
    397.8
    
    Notice of Certain Matters
    
    
    397.9
    
    ERISA Information and Compliance
    
    
    398.
    
    Negative Covenants
    
    
    408.1
    
    Borrowed Money Indebtedness
    
    
    408.2
    
    Liens
    
    
    418.3
    
    Contingent Liabilities
    
    
    438.4
    
    Mergers and Consolidations
    
    
    438.5
    
    Redemption, Dividends and Distributions
    
    
    438.6
    
    Nature of Business
    
    
    438.7
    
    Transactions with Related Parties
    
    
    448.8
    
    Loans and Investments
    
    
    448.9
    
    Organizational Documents
    
    
    448.10
    
    Unfunded Liabilities
    
    
    448.11
    
    Intentionally Left Blank
    
    
    448.12
    
    Subsidiaries
    
    
    449.
    
    Defaults
    
    
    449.1
    
    Events of Default
    
    
    449.2
    
    Right of Setoff
    
    
    479.3
    
    Collateral Account
    
    
    479.4
    
    Preservation of Security for Unmatured Reimbursement Obligations
    
    
    479.5
    
    Remedies Cumulative
    
    
    4810.
    
    Agent
    
    
    4810.1
    
    Appointment, Powers and Immunities
    
    
    4810.2
    
    Reliance
    
    
    4910.3
    
    Defaults
    
    
    4910.4
    
    Material Written Notices
    
    
    5010.5
    
    Rights as a Lender
    
    
    5010.6
    
    Indemnification
    
    
    5010.7
    
    Non-Reliance on Agent and Other Lenders
    
    
    5010.8
    
    Failure to Act
    
    
    5110.9
    
    Resignation or Removal of Agent
    
    
    5110.10
    
    No Partnership
    
    
    5110.11
    
    No Waiver
    
    
    5210.12
    
    Documentation Agent and Syndication Agent
    
    
    5211.
    
    Miscellaneous
    
    
    52
 iii




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##### 



11.1
    
    Waiver
    
    
    5211.2
    
    Notices
    
    
    5211.3
    
    Expenses, Etc
    
    
    5311.4
    
    Indemnification
    
    
    5411.5
    
    Amendments, Etc
    
    
    5411.6
    
    Successors and Assigns
    
    
    5511.7
    
    Limitation of Interest
    
    
    5711.8
    
    Survival
    
    
    5811.9
    
    Captions
    
    
    5811.10
    
    Counterparts
    
    
    5811.11
    
    Governing Law
    
    
    5811.12
    
    Severability
    
    
    5811.13
    
    Tax Forms
    
    
    5911.14
    
    Venue
    
    
    5911.15
    
    Jury Waiver
    
    
    5911.16
    
    Conflicts Between This Agreement and the Other Loan Documents
    
    
    5911.17
    
    Disclosure to Other Persons; Confidentiality
    
    
    6011.18
    
    USA Patriot Act
    
    
    6011.19
    
    Amendment and Restatement; Renewal Notes
    
    
    61
 EXHIBITS
 
 SCHEDULES
 
 iv




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##### 



LOAN AGREEMENT
 Borrower Lender Lenders Wells Fargo Agent
  Definitions
 Certain Defined Terms
 vice versa
 Accounts General Intangibles
 Additional Interest
 Adjusted LIBOR
 Affiliate control controlled
by under common control with
 Agency Subsidiaries Schedule II Schedule II
 1




---



##### 



Agreement
 Annual Financial Statements
 Applications
 Assignment and Acceptance Section
11.6
 Bankruptcy Code
 Base Rate 1 2
 Base Rate Borrowing
 Borrowed Money Indebtedness
 2




---



##### 



Business Day
 Ceiling Rate
 Change of Control Beneficially Own provided however Group Unrelated Person Related Person Voting Stock
 3




---



##### 



Code
 Combined Ratio plus
 Commitment Schedule
I Section 2.2
 Compliance Certificate Section 7.2
 Controlled Group
 Corporation
 Cover
 Debt to Capitalization Ratio plus
 Default
 Dollars $
 Effective Date
 4




---



##### 



Environmental Claim Environmental Claim
 Environmental Liabilities
 Environmental Permit
 ERISA
 Eurodollar Rate Section 3.3
 Eurodollar Reserve Requirement
 5




---



##### 



Event of Default Section 9
 Expense Ratio
 Federal Funds Rate
 Foreign Subsidiaries
 Funding Loss Section 3.3
 GAAP
 Governmental Authority
 6




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##### 



Guaranties
 Hazardous Substance
 Indebtedness
 Index Debt
 Insurance Company Subsidiaries Schedule III Schedule III
 Interest Expense
 Interest Options Interest
Option
 Interest Payment Dates for Base Rate Borrowings for LIBOR Borrowings
 Interest Period Section 3.3(c)(iii) provided
 7




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##### 



Interest Rate Risk Agreement
 Interest Rate Risk Indebtedness
 Investment provided however
 Issuer
 Legal Requirement
 Letter of Credit Section 2.7
 Letter of Credit Liabilities
 LIBOR
 8




---



##### 



LIBOR Borrowing
 LIBOR Business Day
 Lien
 Loans Section 2.1
 Loan Documents
 Loss and Loss Adjustment Expenses
 Loss Ratio
 9




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##### 



Majority Lenders
 Margin Percentage
 Index Debt
    
    Margin Percentage
    
    Margin PercentageRating
    
    For LIBOR Borrowings
    
    For Commitment FeesA+ or higher
    
    
    0.15
    
    
    
    0.075A or higher, but less
than A+
    
    
    0.25
    
    
    
    0.10A- or higher, but less
than A
    
    
    0.30
    
    
    
    0.125BBB+ or higher, but less
than A-
    
    
    0.405
    
    
    
    0.125BBB or lower
    
    
    0.50
    
    
    
    0.15
  Material Adverse Effect Section 6.2
 10




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##### 



Material Subsidiaries
 Net Earned Premiums
 Net Written Premiums
 Notes Exhibit C
 Notice of Entire Agreement
 Obligations plus
 Obligors
 Organizational Documents
 Past Due Rate
 PBGC
 11




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##### 



Permitted Dividends
 Permitted Investment Section
8.8
 Permitted Liens Section 8.2
 Person
 Plan
 Prime Rate
 Principal Office
 Proper Form
 Property
 Quarterly Dates
 Quarterly Financial Statements
 12




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##### 



Rate Designation Date
 Rate Designation Notice Exhibit B
 Regulation D
 Regulatory Change
 Reimbursement Obligations
 Request for Extension of Credit Exhibit A
 Requirements of Environmental Law
 Revolving Loan Section 2.1(a)
 Revolving Loan Availability Period
 Revolving Loan Commitment Percentage
 13




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##### 



Revolving Loan Lender
 Revolving Loan Maturity Date
 Revolving Loan Obligations
 Revolving Loan Termination Date Section 9.1
 S&P
 Secretarys Certificate
 Shareholders Equity
 Stated Rate provided
 Statutory Net Operating Expenses
 Statutory Net Written Premiums
 14




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##### 



Subsidiary
 Swing Loan Section 2.1(b)
 Swing Loan Availability Period
 Swing Note
 Taxes Section 4.1(d)
 Unfunded Liabilities
 Miscel aneous hereof herein hereunder annualized
 Commitments and Loans
 Loans Sections 5.1 and 5.2
 Revolving Loans Section 2.1(a) provided Chapter 346
 15




---



##### 



Swing Loans Section 5.1 5.2 Section 2.1(b) Section 2.1(b)
 16




---



##### 



Terminations, Reductions or Increase of Commitments
 Optional provided Section 4.3
 Optional Increase Section 4.3 Section 11.5 Section 11.6  Section
2.2(a)
 Commitment Fees
   17




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##### 



Several Obligations
 Notes Exhibit C provided Notes
 Use of Proceeds
 Letters of Credit
 Letters of Credit Section 5.1 5.2 Section 2.1 Section 2.7(b)(i) Letters of Credit
 18




---



##### 



Additional Provisions
 Section 4.3
   19




---



##### 



Sections
5.1 5.2 clause
(iii)
  Section 5
  Indemnification; Release
 20




---



##### 



REGARDLESS OF
WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES REGARDLESS OF
WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES Section 2.7(c)
 Additional Costs in Respect of Letters of Credit
 21




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##### 



Borrowings, Payments, Prepayments and Interest Options
 Borrowings Section 4.3 Section 4.3
 Prepayments
 Optional Prepayments Section 3.3 provided Section 4.3
 Interest Payments
 Mandatory Prepayments
 Payments and Interest on Reimbursement Obligations
 22




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##### 



Sections 5.1 5.2 Section 11.7
 Mandatory Payment of Swing Loans
 Interest Options
 Options Available provided
 Designation and Conversion Provided Section
3.3(a) Section 3.3(c)
  23




---



##### 



Special Provisions Applicable to LIBOR Borrowings
 Options Unlawful
 Increased Cost of Borrowings
 (1)
    
    subject any Lender to any Taxes, or any
deduction or withholding for any Taxes, on or from any payment due
under any LIBOR
 24




---



##### 



Borrowing or other amount due hereunder, other than
income and franchise taxes of the United States or its political
subdivisions or such other jurisdiction in which the applicable
Lender has its principal office or applicable lending office; or(2)
    
    change the basis of taxation of payments due from Borrower to any
Lender under any LIBOR Borrowing (other than by a change in the rate
of taxation of the overall net income of such Lender); or(3)
    
    impose, modify, increase or deem applicable
any reserve requirement (excluding that portion of any reserve
requirement included in the calculation of the applicable Eurodollar
Rate), special deposit requirement or similar requirement (including,
but not limited to, state law requirements and Regulation D) against
assets of any Lender, or against deposits with any Lender, or against
loans made by any Lender, or against any other funds, obligations or
other property owned or held by any Lender; or(4)
    
    Impose on any Lender any other condition regarding any LIBOR
Borrowing;
 provided provided
 25




---



##### 



Inadequacy of Pricing and Rate Determination
 (1)
    
    Agent is unable through its customary general practices to determine any
applicable Eurodollar Rate, or(2)
    
    by reason of circumstances affecting the applicable market,
generally, Agent is not being offered deposits in United States dollars in
such market, for the applicable Interest Period and in an amount equal to the
amount of any applicable LIBOR Borrowing requested by Borrower,
  Funding Losses Section 3.5
 Funding Offices; Adjustments Automatic; Calculation Year provided
 26




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##### 



Funding Sources
 Capital Adequacy Section 11.7
 Limitation on Charges; Substitute Lenders; Non-Discrimination Sections 2.7(d) 3.3 3.4
 (1)
    
    Borrower shall not be required to pay to any Lender
reimbursement with regard to any costs or expenses described in
such Sections, unless such Lender notifies Borrower of such costs or
expenses within 90 days after the date paid or incurred but in no event
more than 90 days after the repayment of the Loans and the termination of
the Commitments;(2)
    
    none of the Lenders shall be permitted to pass through to
Borrower charges and costs under such Sections (other than Funding Losses) on
a discriminatory basis (i.e., which are not also passed through by such Lender
to all other customers of such Lender similarly situated where such customer
is subject to documents providing for such pass through); and(3)
    
    if any Lender (including, without limitation, the Agent)
elects to pass through to Borrower any material charge or cost under such
Sections (other than Funding Losses) or elects to terminate the availability
of
 27




---



##### 



LIBOR Borrowings for any material period of time, Borrower may, within 60
days after the date of such event and so long as no Default shall have
occurred and be continuing, elect to terminate such Lender as a party to this
Agreement; provided that, concurrently with such termination Borrower
shall (i) if Agent and each of the other Lenders shall consent, pay that
Lender all principal, interest and fees and other amounts owed to such Lender
through such date of termination or (ii) have arranged for another financial
institution approved by Agent (such approval not to be unreasonably withheld)
as of such date, to become a substitute Lender for all purposes under this
Agreement in the manner provided in Section 11.6; provided
further that, prior to substitution for any Lender, Borrower shall have
given written notice to Agent of such intention and the Lenders shall have the
option, but no obligation, for a period of 60 days after receipt of such
notice, to increase their Commitments in order to replace the affected Lender
in lieu of such substitution.
 Payments; Pro Rata Treatment; Computations, Etc
 Payments
   Section 3.3
  28




---



##### 



Taxes Section 11.13 Section 11.13 clause (iii) provided Section 11.6 provided
further
 Pro Rata Treatment Section 2.2 pro rata pro rata
 29




---



##### 



Certain Actions, Notices, Etc.
 Number of BusinessDays Prior NoticeBorrowing at the Base Rate
    
    1 Business DayBorrowings or prepayments of
    
    same daySwing LoansRepayment of Base Rate Borrowing
    
    1 Business DayBorrowing at Eurodollar Rate
    
    3 LIBOR Business DaysRepayment of LIBOR Borrowingprior to last day of the applicable
    
    3 LIBOR Business DaysInterest PeriodLetter of Credit issuance
    
    5 Business DaysTermination or Reduction ofCommitments
    
    2 Business Days (subject to anyFunding Losses with respect toLIBOR Borrowings)
 Section 3.3
 Non-Receipt of Funds by Agent Payor
 30




---



##### 



Required Payment
 Sharing of Payments, Etc. Section 9.2 pro rata
 Conditions Precedent
 Initial Loans and Letters of Credit
 Authorization and Status
 31




---



##### 



Incumbency
 Notes
 Loan Documents
 Fees and Expenses Section 11.3
 Insurance
 Opinions of Counsel
 Consents
 Ratings Confirmation
 Projections
 32




---



##### 



Other Documents
 All Loans provided however Article 6 Article 6 Section
4.3 Section 11.3
 Representations and Warranties
  Organization
 33




---



##### 



Financial Statements
 Enforceable Obligations; Authorization
 Other Debt Section 9.1(b)
 Litigation
 Title
 Taxes
 34




---



##### 



Regulations U and X
 Subsidiaries Exhibit F
 No Untrue or Misleading Statements
 ERISA
 Investment Company Act
 Solvency
 Fiscal Year
 Compliance
 35




---



##### 



Environmental Matters
 Affirmative Covenants
  Taxes, Existence, Regulations, Property, Etc.
 36




---



##### 



Financial Statements and Information Subsections 7.2(a) (b) Subsections 7.2(a) (b) Compliance Certificate Exhibit E
 37




---



##### 



Section 7.2 Section 6.2
 Financial Tests
 Debt to Capitalization Ratio
 Combined Ratio
 Inspection
 Further Assurances
 38




---



##### 



Books and Records
 Insurance
 Notice of Certain Matters
        ERISA Information and Compliance
 39




---



##### 



Negative Covenants
  Borrowed Money Indebtedness
 (i)
    
    Indebtedness under this Agreement and the other Loan Documents and Indebtedness
secured by Liens permitted by Section 8.2 hereof;
 40




---



##### 



(ii)
    
    the liabilities and other credit facilities (whether or not funded) existing on
the date of this Agreement and disclosed in the financial statements delivered on or
prior to the Effective Date pursuant to Section 6.2 hereof and (other than
Indebtedness permitted under Section 8.1(viii) hereto) set forth on Exhibit
G hereto, and all renewals, extensions and replacements (but not increases) of any
of the foregoing;(iii)
    
    the Interest Rate Risk Indebtedness;(iv)
    
    current liabilities incurred in the ordinary course of business;(v)
    
    purchase money Indebtedness (whether for the purchase of real or personal
Property) and/or real estate construction Indebtedness which does not result in an
Event of Default;(vi)
    
    Indebtedness under sale and leaseback transactions not to exceed $50,000,000 in
the aggregate at any time outstanding;(vii)
    
    unsecured Indebtedness of Subsidiaries of the Borrower (other than
Indebtedness permitted under Section 8.1(viii) hereto) not to exceed
$50,000,000 in the aggregate at any time outstanding (exclusive of amounts shown on
Exhibit G hereto);(viii)
    
    unsecured Indebtedness of any Subsidiary of the Borrower which is a party to a
Guaranty payable to the Borrower or to another Subsidiary of the Borrower which is a
party to a Guaranty; and(viii)
    
    other unsecured Indebtedness of the Borrower which does not result in an Event of
Default.
 Liens provided however
 (i)
    
    artisans, mechanics or other Liens imposed by law arising in the ordinary
course of business, but only to the extent that payment thereof shall not at the time
be overdue by more than 30 days or, if overdue by more than 30 days, the payment
thereof is being diligently contested in good faith and adequate reserves computed in
accordance with GAAP have been set aside therefor;(ii)
    
    normal encumbrances and restrictions on, and defects in, title including,
without limitation, zoning restrictions, easements, rights-of-way, restrictions and
similar encumbrances, which do not secure Borrowed Money Indebtedness and which would
not be reasonably expected to have, in the aggregate, a Material Adverse Effect;
 41




---



##### 



(iii)
    
    Liens in favor of Agent or any Lender under the Loan Documents, including,
without limitation, Liens securing Interest Rate Risk Indebtedness owed to one or more
of the Lenders or Affiliate thereof (but not to any Person which is not, at the time
the Interest Rate Risk Indebtedness is incurred, a Lender or an Affiliate thereof);(iv)
    
    Liens incurred or deposits made in the ordinary course of business (1) in
connection with workmens compensation, unemployment insurance, social security and
other like laws, or (2) to secure insurance in the ordinary course of business, the
performance of bids, tenders, contracts, leases, licenses, statutory obligations,
surety, appeal and performance bonds and other similar obligations incurred in the
ordinary course of business, not, in any of the cases specified in this clause (2),
incurred in connection with the borrowing of money, the obtaining of advances or the
payment of the deferred purchase price of Property;(v)
    
    attachments, judgments and other similar Liens arising in connection with court
proceedings, provided that the execution and enforcement of such Liens are
effectively stayed and the claims secured thereby are being actively contested in good
faith with adequate reserves made therefor in accordance with GAAP;(vi)
    
    Liens securing obligations in respect of capital leases covering the property
subject to the applicable capital lease provided that such capital leases are permitted
under the other provisions of this Agreement;(vii)
    
    existing Liens as of Effective Date as set forth on Exhibit H hereto;(viii)
    
    Liens for taxes, fees, assessments or other governmental charges, but only to the
extent that payment thereof shall not at the time be due or if due, the payment thereof
is being diligently contested in good faith and adequate reserves computed in
accordance with GAAP have been set aside therefor;(ix)
    
    Liens securing purchase money Indebtedness permitted under Section 8.1
hereof and sale and leaseback Indebtedness permitted under Section 8.1 hereof
and covering the Property so purchased or leased (as the case may be);(x)
    
    Liens arising from precautionary Uniform Commercial Code financing statement
filings with respect to operating leases or consignment arrangements otherwise
permitted hereunder entered into by Borrower or any of its Subsidiaries in the ordinary
course of business;(xi)
    
    licenses, leases and subleases permitted under this Agreement and granted to
others that do not interfere in any material respect with the business or operations of
Borrower and its Subsidiaries taken as a whole; and(xii)
    
    extensions, renewals and replacements of Liens referred to in clauses
(i) through (xi) above; provided that any such extension, renewal
or replacement Lien shall be limited to the Property or assets covered by the Lien
extended, renewed or
 42




---



##### 



replaced and that the Borrowed Money Indebtedness secured by any such extension,
renewal or replacement Lien shall be in an amount not greater than the amount of the
Indebtedness secured by the Lien extended, renewed or replaced.
 Contingent Liabilities Section 6.2 Section 8.1 Section 8.1
 Mergers and Consolidations
 Redemption, Dividends and Distributions
 Nature of Business
 43




---



##### 



Transactions with Related Parties provided
 Loans and Investments
 Organizational Documents
 Unfunded Liabilities
 Intentionally Left Blank
 Subsidiaries
 Defaults
 Events of Default Events of Default
 44




---



##### 



provided clause (f) (g) (h) Section 9.1
 Payments
 Other Obligations
 Representations and Warranties
 Affirmative Covenants Sections 7.3 7.8(c) Section 7
 45




---



##### 



Negative Covenants Section 8
 Involuntary Bankruptcy or Receivership Proceedings
 Voluntary Petitions or Consents
 Assignments for Benefit of Creditors or Admissions of Insolvency
 Undischarged Judgments
 Guaranties Section 8.12
 46




---



##### 



Concealment
 Ownership of Certain Subsidiaries
 Change of Control
 Right of Setoff Sections 4.5 11.7
 Collateral Account Section 9.1
 Preservation of Security for Unmatured Reimbursement Obligations
 47




---



##### 



Proceeds of Remedies
 Remedies Cumulative
 Agent
 Appointment, Powers and Immunities Section 10 48
        Reliance
 Defaults Notice of Default Section 10.7 49
       provided
 Material Written Notices Section 7.2 Section 7.8
 Rights as a Lender Lender Lenders
 Indemnification Section 11.3 Section 11.4 Sections 11.3 11.4 REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY
INDEMNIFIED PARTIES Sections 11.3 11.4 provided Section 10.6
 Non-Reliance on Agent and Other Lenders
 50




---



##### 



Failure to Act Section 10.6
 Resignation or Removal of Agent provided Section 3.1 Section 4 Section 10
 No Partnership
 51




---



##### 



No Waiver
 Documentation Agent and Syndication Agent Section 10.6 Section 10.6
 Miscellaneous
 Waiver
 Notices
  52




---



##### 



Communications Platform Notice
 Expenses, Etc.
 53




---



##### 



Indemnification REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY
INDEMNIFIED PARTIES provided
 Amendments, Etc. provided
 54




---



##### 



Section 9.1(a) Majority Lenders Sections 3.4, 11.3 or
11.4 Section 11.5 provided however Sections 4.1(b) 4.2 pro rata Section 11.5 Section 10
 Successors and Assigns
 provided however provided however pro rata Section 4.2
 provided however
 55




---



##### 



Exhibit D Assignment and Acceptance
 Section 6.2
  56




---



##### 



Section 11.6
  Limitation of Interest Section 11.7 provided
 57




---



##### 



Section 9.1 Section 11.7 pro tanto
 Survival Sections 2.7(c), 2.7(d), 3.3,
3.4, 11.3 and 11.4 Section 2.7(b)(iii) Section 10.5 11.7
 Captions
 Counterparts
 Governing Law THIS AGREEMENT AND (EXCEPT AS THEREIN PROVIDED) THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF
TEXAS (WITHOUT GIVING EFFECT TO THE TEXAS CONFLICT OF LAWS RULES) AND THE UNITED STATES OF AMERICA
FROM TIME TO TIME IN EFFECT.
 Severability
 58




---



##### 



Tax Forms
 Venue Houston Courts
 Jury Waiver BORROWER, AGENT AND LENDERS EACH WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING OUT
OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN
COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.
 Conflicts Between This Agreement and the Other Loan Documents
 59




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Disclosure to Other Persons; Confidentiality
    provided
    provided Confidential Information
 USA Patriot Act Act
 60




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Amendment and Restatement; Renewal Notes Prior Loan Agreement
 [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
 61




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HCC INSURANCE HOLDINGS, INC.,
a Delaware corporationBy:
    
    /s/ Edward H. Ellis, Jr.Edward H. Ellis, Jr., Executive VicePresident and Chief Financial OfficerAddress for Notices:13403 Northwest Freeway
Houston, Texas 77040
Attention: President
Telecopy No.: (713) 462-2401
 62




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WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and
Co-Lead Arranger and as a LenderBy:
    
    /s/ Ben R. McCaslinBen R. McCaslin, Vice PresidentAddress for Notices:Wells Fargo Bank, N.A.
1700 Lincoln Ave.
MAC C7300-034
Denver, Colorado 80203
Telecopy No.: 303-863-5533with a copy to:North Houston Commercial Banking
MAC T5001-031
1000 Louisiana St., 3rd Floor
Houston, TX 77002
Attention: Ben R. McCaslin
Telecopy No.: 713-739-1086
 63




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CITIBANK, N.A., as Co-Lead Arranger and as
Syndication Agent and as a LenderBy:
    
    /s/ Gregory J. KroitzshName:  Gregory J. Kroitzsh
Title:  Vice PresidentAddress for Notices:388 Greenwich St., 23rd Floor
New York, New York 10013
Attention: Stephen Mazza
Telecopy No.: 212-816-4144
 64




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WACHOVIA BANK, NATIONAL
ASSOCIATION, as Documentation Agent and as a
LenderBy:
    
    /s/ Karen HankeName:  Karen Hanke
Title:  DirectorAddress for Notices:Wachovia Bank, National Association
Global Corporate Loan Administration
201 S. College St, CP9, NC 1183
Charlotte, NC 28288
Attn: Tara Moore
Fax: 704-715-0096
 65




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AMEGY BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ Laif AfsethName:  Laif Afseth
Title:    Senior Vice PresidentAddress for Notices:Amegy Bank, National Association
4400 Post Oak Parkway, POP 312
Houston, Texas 77027
Attention: Laif Afseth
Telecopy No.: 713-232-8541
 66




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ROYAL BANK OF SCOTLANDBy:
    
    /s/ Marie FitzgeraldName:  Marie Fitzgerald
Title:  Associate Relationship DirectorAddress for Notices:FIG Insurance
9th Floor, 280 Bishopsgate
London
EC2M 4RB
United Kingdom
Attention: Marie Fitzgerald
Telecopy No.: 0044 20 7672 1073
 67




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BANK OF NEW YORKBy:
    
    /s/ Richard G. ShawName:  Richard G. Shaw
Title:  Vice PresidentAddress for Notices:The Bank of New York
One Wall Street
17th Floor
New York, NY 10286
Attention: Scott Schaffer
Telecopy No.: 212-809-9520
 68




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SCHEDULE I
 COMMITMENTS
 Wells Fargo Bank (Texas), National Association
    
    $
    75,000,000Citibank, N.A.
    
    $
    75,000,000Wachovia Bank, National Association
    
    $
    60,000,000Royal Bank of Scotland
    
    $
    40,000,000Amegy Bank, National Association
    
    $
    35,000,000The Bank of New York
    
    $
    15,000,000
 1




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SCHEDULE II
 AGENCY SUBSIDIARIES
              1




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SCHEDULE III
 INSURANCE COMPANY SUBSIDIARIES
    1