Exhibit
10.1


1


CREDIT
AGREEMENT FIRST AMENDMENT


Dated as of May 13,
2013


To the Lenders parties to
the Credit Agreement 

and the Administrative Agent and Issuing Lender referred to below


Ladies and Gentlemen:


          Reference
is made to the Credit Agreement, dated as of May 7, 2013 (the “Credit Agreement”),
among XLIT LTD., an exempted company incorporated in the Cayman Islands with
limited liability, as the Company, the institutions from time to time parties
thereto as Lenders and Citicorp USA, Inc., as 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 Credit Agreement be amended as provided below.


	
  

 	
  

 
	
  

 	
      Section 1. Credit Agreement
 Amendment. The parties agree that, subject to the
 satisfaction of the conditions precedent to effectiveness set forth in
 Section 2 below and on and as of the First Amendment Effective Date (as
 defined below), the Credit Agreement is hereby amended by deleting Schedule I
 and substituting therefor Schedule I attached hereto.

 
	
  

 	
  

 
	
  

 	
      Section 2. Conditions to
 Effectiveness. Section 1 of this amendment (this “First Amendment”)
 shall be effective as of May 13, 2013 (the “First Amendment Effective Date”) when
 and if:

 






	
  

 	
  

 
	
  

 	
                     (i)
 the Company, the Issuing Lender and each Lender increasing its Commitment
 shall have executed and delivered to the Administrative Agent executed
 counterparts of this First Amendment;

 
	
  

 	
  

 
	
  

 	
                     (ii)
 the Administrative Agent shall have received one or more counterparts of the
 Fee Letter Amendment No. 1, dated as of May 13, 2013 (the “Fee Letter Amendment No. 1”),
 which amends the Fee Letter, duly executed by the Company and Citicorp USA,
 Inc.;

 
	
  

 	
  

 
	
  

 	
                     (iii)
 the Administrative Agent shall have received opinions, each dated the First
 Amendment Effective Date, of Cleary Gottlieb Steen & Hamilton LLP,
 special U.S. counsel for the Company and opinions provided by counsel to the
 Company in the jurisdiction of the Cayman Islands, in each case, reasonably
 satisfactory to the Administrative Agent and its counsel; 

 












2


	
  

 	
  

 
	
  

 	
                     (iv)
 the Administrative Agent shall have received such documents and certificates
 as the Administrative Agent or its counsel may reasonably request relating to
 the organization, existence and good standing, if applicable, of the Company,
 the authorization of this First Amendment and the Fee Letter Amendment No.1
 and any other legal matters relating to the Company, this First Amendment or
 the Fee Letter Amendment No. 1, all in form and substance reasonably
 satisfactory to the Administrative Agent and its counsel; 

 
	
  

 	
  

 
	
  

 	
                     (v) the Administrative
 Agent shall have received a certificate of XL Group plc with respect to the
 filings of XL Group plc with the Securities and Exchange Commission in
 substantially the form delivered on the Effective Date; and

 
	
  

 	
  

 
	
  

 	
                     (vi) the
 representations and warranties of the Company set forth in Section 3 below shall
 be true and correct on and as of the First Amendment Effective Date as though
 made on and as of such date and at the time of and both before and
 immediately after giving effect to the First Amendment no Default shall have
 occurred and be continuing.

 


          Section 3. Representations and
Warranties. The Company represents and warrants that (i) the
representations and warranties contained in Article IV of the Credit Agreement,
as amended hereby (with each reference therein to “this Agreement”, “hereunder”,
any Credit Document and words of like import referring to the Credit Agreement
or the Fee Letter being deemed to be a reference to this First Amendment, the
Credit Agreement, as amended hereby, and the Fee Letter, as amended by the Fee
Letter Amendment No. 1), are true and correct in all material respects on and
as of the date hereof as though made on and as of such date (it being
understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date), and (ii) no event has
occurred and is continuing, or would result from the execution and delivery of
this First Amendment or the Fee Letter Amendment No. 1, that constitutes a
Default.


          Section
4. Effect on the Credit Documents. The execution,
delivery and effectiveness of this First Amendment and the Fee Letter Amendment
No. 1 shall not operate as a waiver of any right, power or remedy of the Issuing
Lender, any Lender or the Administrative Agent under any Credit Document, or
constitute a waiver of any provision of any Credit Document. Except as
expressly amended above and pursuant to the Fee Letter Amendment No.1, each Credit
Document is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. This First Amendment shall be binding on
the parties hereto and their respective successors and permitted assigns under
the Credit Agreement. 


          Section
5. Costs, Expenses and Taxes. The Company agrees to pay
promptly all reasonable out-of-pocket costs and expenses of the Administrative
Agent in connection with the preparation, execution and delivery of this First Amendment
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 in an amount, and all
reasonable costs and expenses (including, without limitation, reasonable
out-of-pocket counsel fees and expenses), if any, in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this First Amendment. 









3


          Section
6. Miscellaneous. This First Amendment shall constitute a
Credit Document and shall be subject to the provisions of Article X of the
Credit Agreement, 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 First Amendment
by facsimile or e-mail to William Westbrook (fax no. 404-572-5128 / e-mail:
wwestbrook@kslaw.com) and (ii) promptly thereafter executing and returning three
original counterparts to this First Amendment by overnight mail to King &
Spalding LLP, 1180 Peachtree Street, NE, Atlanta, GA, 30309, Attention: William
Westbrook.









	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 
	
  

 	
 XLIT LTD., 

 
	
  

 	
 as the Company

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Simon Rich

 
	
  

 	
  

 	 


 
	
  

 	
  

 	
 Name: Simon Rich

 
	
  

 	
  

 	
 Title:   Director

 


[Signature Page to
the First Amendment to the Credit Agreement]









	
  

 	
  

 	
  

 
	
 The undersigned hereby consent

 and agree to the foregoing:

 
	
  

 
	
 CITICORP USA, INC.,

 as Issuing Lender

 
	
  

 
	
 By

 	
  /s/ Jeroen Fikke

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name: Jeroen Fikke

 
	
  

 	
 Title: Vice President & Managing Director

 













	
  

 	
  

 	
  

 
	
 CITIBANK, N.A.

 as Lender

 
	
  

 
	
 By

 	
  /s/ Richard D. Rivera

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name: Richard Rivera

 
	
  

 	
 Title: Vice President

 









SCHEDULE
I

TO

CREDIT AGREEMENT FIRST AMENDMENT


*          *          *           *          *          *


SCHEDULE
I

TO

CREDIT AGREEMENT


Commitments


A. During
the period from and including the Effective Date to but excluding the First
Amendment Effective Date.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Lender

 	
  

 	
 Commitment

 	
  

 
	



 	
  

 	 

 	
  

 
	
 Citibank, N.A.

 	
  

 	
 $

 	
 100,000,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 

 	
  

 
	
 Total

 	
  

 	
 $ 

 	
 100,000,000

 	
  

 


B. During
the period from and including the First Amendment Effective Date to and
including close of business on the Commitment Termination Date.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Lender

 	
  

 	
 Commitment

 	
  

 
	



 	
  

 	 

 	
  

 
	
 Citibank, N.A.

 	
  

 	
 $

 	
 200,000,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 

 	
  

 
	
 Total

 	
  

 	
 $ 

 	
 200,000,000