Exhibit 10.2


 


FEE LETTER

AMENDMENT NO. 2


 


Dated as of May 15, 2013


 


To Citicorp USA, Inc.


 


Ladies and Gentlemen:


 


Reference is made to
the Letter Agreement, dated as of May 7, 2013 (as amended by that certain Fee Letter Amendment No.1, dated as of May 13, 2013,
the “Fee Letter”), between XLIT LTD., an exempted company incorporated in the Cayman Islands with limited
liability (the “Company”), and Citicorp USA, Inc. (“CUSA”), which was entered
into in connection with the Credit Agreement, dated as of May 7, 2013 (as amended, modified or supplemented as of the date hereof,
the “Credit Agreement”), among the Company, the Lenders party thereto (the “Lenders”)
and CUSA, as Administrative Agent (in such capacity the “Administrative Agent”), and as issuing lender.
Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in
the Credit Agreement.


 


The Company hereby
requests that the Fee Letter be amended as provided below.


 


Section
1. Fee Letter Amendment. The parties agree that, effective as of the date of this Fee Letter Amendment No. 2 (this
“Fee Letter Amendment No. 2”) and upon execution by CUSA of this Fee Letter Amendment No. 2 and the delivery
of an executed counterpart hereof to the Company, Section 1 of the Fee Letter is amended and restated in its entirety to read as
follows:


 


“Section 1. Facility
Fee. The Company agrees to pay to the Administrative Agent a facility fee (the “Facility Fee”) (which fee, once
paid, will be nonrefundable under any circumstances except for manifest error by CUSA and not subject to counterclaim or set-off
for, or otherwise affected by, any claim or dispute relating to any other matter) that (i) shall accrue at the rate of 0.71% per
annum on the aggregate amount of the Commitments in effect from time to time (whether used or unused) during the period from and
including May 7, 2013 to but excluding May 13, 2013; (ii) shall accrue at the rate of 0.70% per annum on the aggregate amount of
the Commitments in effect from time to time during the period from and including May 13, 2013 to but excluding May 15, 2013; and
(iii) shall accrue at the rate of 0.70% per annum on the aggregate amount of the Commitments in effect from time to time during
the period from and including May 15, 2013 to and including the date the Commitments are terminated on the Commitment Termination
Date or in accordance with Article VIII of the Credit Agreement; provided that, if any Lender continues to have any Credit Exposure
after the date the Commitments are terminated, then the Facility Fee shall also accrue on the daily amount of such Lender’s
Credit Exposure from but excluding the date the Commitments are terminated to and including the date on which such Lender ceases
to have any Credit Exposure. Accrued



    	 



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Facility Fees shall be payable in arrears
on the 20th day of March, June, September and December of each year and on the date on which the Commitments are terminated, commencing
on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Commitments
terminated shall be payable on demand. The Facility Fees payable shall be computed for the actual days elapsed (including the first
day but excluding the last day) based on a year of 360 days.”


 


Section
2. Effect on the Fee Letter. The execution, delivery and effectiveness of this Fee Letter Amendment No. 2 shall not operate
as a waiver of any right, power or remedy of CUSA under the Fee Letter, nor constitute a waiver of any provision of the Fee Letter.
Except as expressly amended above, the Fee Letter is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. This Fee Letter Amendment No. 2 shall be binding on the parties
hereto and their respective successors and permitted assigns under the Credit Agreement.


 


Section
3. Costs, Expenses and Taxes. The Company agrees to pay on demand all reasonable out of pocket costs and expenses
of the Administrative Agent in connection with the preparation, execution and delivery of this Fee Letter Amendment No. 2 and any
other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Administrative Agent with respect thereto, and all reasonable costs and expenses (including, without
limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Fee Letter Amendment No. 2.


 


Section
4. Miscellaneous. This Fee Letter Amendment No. 2 shall constitute a Credit Document and be subject to the provisions
of Sections 3 and 4 of the Fee Letter, each of which is incorporated by reference herein, mutatis mutandis.


 


If you consent and agree
to the foregoing, please evidence such consent and agreement by (i) executing and returning a counterpart to this Fee Letter Amendment
No. 2 by facsimile or e-mail to William Westbrook (fax no. 404-572-5100 / e-mail: wwestbrook@kslaw.com) and (ii) promptly thereafter
executing and returning three original counterparts to this Fee Letter Amendment No. 2 by overnight mail to King & Spalding
LLP, 1180 Peachtree Street, NE, Atlanta, GA, 30309, Attention: William Westbrook.


 


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	 	Very truly yours,	 
	 	 	 	 
	 	XLIT LTD.	 
	 	 	 	 
	 	By	 /s/ Simon Rich	 
	 	 	Name: Simon Rich	 
	 	 	Title: Director	 


 


Fee Letter Amendment No. 2



    	 



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The undersigned hereby consents

and agrees to the foregoing:


 


CITICORP USA, INC.


 


	By	/s/ Andrew Kreeger	 
	Name:   	Andrew Kreeger	 
	Title: 	Vice President	 


 


Fee Letter Amendment No. 2