Exhibit 10.1


 





DEED OF AMENDMENT


Dated: 28 March 2020


 


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 and on 28 March 2019 (the “Committed Facility Number 2 Letter”).


 


1.2        The
Parties have agreed to certain further amendments to the Committed Facility Number 2 Letter as detailed in this Deed.


 


1.3        The
terms and expressions defined in the Committed Facility Number 2 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 Number 2 Letter and the terms of the Committed Facility Number 2 Letter shall be amended as set out below.


 


2. Effective Date


 


The following amendments
shall take effect on and from 31 March 2020 (“Effective Date”).


 


3. Amendments


 


With effect from the Effective Date, the
following amendments shall be made to the Committed Facility Number 2 Letter:


 


Paragraph 5.2 (c) of the Committed
Facility Number 2 Letter shall be deleted in its entirety and replaced with the following:


 






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“(c) The tenor of the
Credit extends beyond 31st March 2022;


 


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.”


 


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 Number 2 Letter shall be read and construed
by reference to this Deed and all references to the Committed Facility Number 2 Letter shall be deemed to incorporate the relevant
amendments contained within this Deed and all references in the Committed Facility Number 2 Letter to “this Committed Facility
Letter” shall with effect from the Effective Date be references to the Committed Facility Number 2 Letter as amended by this
Deed.


 


5.2        In
the event of any conflict between the terms of this Deed and this Committed Facility Number 2 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
Number 2 Letter shall continue to apply and remain in full force and effect.


 


5.4        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.


 


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 Number 2 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.




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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 BY AXIS Specialty 	Signed: /s/ Peter J. Vogt
	Limited (“ASL”) 	Name: Peter J. Vogt
	Acting by a director	Title:  Director
	In the presence of 	Signature of Witness: /s/ Marilyn A. Kolk
	 	Name of Witness: Marilyn A. Kolk
	 	Address: 	1211 Ave of Americas
	 	  	New York, NY 10036







 


 





	EXECUTED AS A DEED BY AXIS Re SE (formerly 	Signed: /s/ Timothy Hennessy
	AXIS Re Limited) 	Name: Timothy Hennessy
	Acting by a director	Title: Director
	In the presence of 	Signature of Witness: /s/ Sheena Hennessy
	 	Name of Witness: Sheena Hennessy
	 	Address: 69 Park Ave., Dublin, Irl 







 


 


	EXECUTED AS A DEED BY AXIS Specialty 	Signed: /s/ Timothy Hennessy
	Europe SE (formerly, AXIS Specialty Europe Limited) 	Name: Timothy Hennessy
	Acting by a director	Title: Director
	In the presence of 	Signature of Witness: /s/ Sheena Hennessy
	 	Name of Witness: Sheena Hennessy
	 	Address: 69 Park Ave., Dublin, Irl




 


 


	EXECUTED AS A DEED BY AXIS Insurance	Signed: /s/ Andrew M. Weissert
	Company     	Name: Andrew M. Weissert
	Acting by a director	Title: Director
	In the presence of 	Signature of Witness: /s/ Brenda Reese
	 	Name of Witness:  Brenda Reese
	 	Address: 	10000 Avalon Blvd.
	 	   	Alpharetta, GA 30009




 


 





	EXECUTED AS A DEED BY AXIS Surplus	Signed: /s/ Andrew M. Weissert
	Insurance Company	Name: Andrew M. Weissert
	Acting by a director	Title: Director
	In the presence of 	Signature of Witness: /s/ Brenda Reese
	 	Name of Witness: Brenda Reese
	 	Address: 	10000 Avalon Blvd.
	 	   	Alpharetta, GA 30009




 


 





	EXECUTED AS A DEED BY AXIS Reinsurance	Signed: /s/ Andrew M. Weissert
	Company	Name: Andrew M. Weissert
	Acting by a director	Title: Director
	In the presence of 	Signature of Witness: /s/ Brenda Reese
	 	Name of Witness: Brenda Reese
	 	Address: 	10000 Avalon Blvd.
	 	   	Alpharetta, GA 30009











 






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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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