Exhibit
10.2


FEE
LETTER

AMENDMENT NO. 1


Dated as of May
13, 2013


To Citicorp USA, Inc. 


Ladies and Gentlemen:


          Reference
is made to the Letter Agreement, dated as of May 7, 2013 (as amended, modified
or supplemented as of the date hereof, 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. 1 (this “Fee Letter Amendment No.1”)
and upon execution by CUSA of this Fee Letter Amendment No. 1 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 and
(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 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 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 





2


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. 1 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. 1 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. 1 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.
1.


          Section
4. Miscellaneous. This Fee Letter Amendment No. 1 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. 1 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. 1 by overnight mail to King & Spalding LLP, 1180 Peachtree
Street, NE, Atlanta, GA, 30309, Attention: William Westbrook.


[Remainder of page
intentionally left blank.]









	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 
	
  

 	
 XLIT LTD.

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Simon Rich

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
   Name: Simon Rich

 
	
  

 	
  

 	
   Title: Director 

 


[Signature Page to
the Fee Letter Amendment No. 1]






4


	
  

 	
  

 	
  

 
	
 The undersigned hereby consents

 
	
 and agrees to the foregoing:

 
	
  

 
	
 CITICORP USA, INC.

 
	
  

 
	
 By:

 	
  /s/ Jeroen Fikke

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Name: Jeroen Fikke

 
	
  

 	
 Title: Vice President & Managing Director

 


[Signature Page to
the Fee Letter Amendment No. 1]