FIRST AMENDMENT

Exhibit 10.1

FIRST AMENDMENT

FIRST AMENDMENT, dated as of July 18, 2007 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 8, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ENDURANCE SPECIALTY HOLDINGS LTD., a company organized under the laws of Bermuda (the “Parent Borrower”), the Designated Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the lending institutions listed from time to time on Schedule I to the Credit Agreement (each a “Lender” and, collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, the Parent Borrower, the Designated Subsidiary Borrowers, the Lenders and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Parent Borrower and the Designated Subsidiary Borrowers have requested, and upon this Amendment becoming effective, the Required Lenders have agreed, to amend certain provisions of the Credit Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO CREDIT AGREEMENT

1.1  Amendment of Section 8.07 Restricted Payments. Section 8.07 is hereby amended in its entirety:

“The Parent Borrower will not declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in the Parent Borrower, if, in any case referred to above, a Default or Event of Default shall have occurred and be continuing at the time of such action or would result therefrom. Notwithstanding the foregoing, the Parent Borrower and its Subsidiaries may declare and pay dividends in respect of any Preferred Securities if, at the time of and after giving effect to such dividend, no Default under Sections 9.01, 9.04 or 9.05 shall have occurred and be continuing.”

1.2  Amendment of Section 10 Definitions. a) Section 10 is hereby amended by inserting as appropriate in alphabetical order the definition of “Preferred Securities” which shall mean:

“Preferred Securities” shall mean any preferred Equity Interests (or capital stock) of such Person that has preferential rights with respect to dividends or redemptions or upon liquidation or dissolution of such Person over shares of common Equity Interests (or capital stock)

of any other class of such Person.

b) Section 10 is hereby amended by deleting in its entirety the definition of “Indebtedness” and inserting in lieu thereof:

“Indebtedness” of any Person shall mean, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) the deferred purchase price of assets or services which in accordance with GAAP would be shown on the liability side of the balance sheet of such Person, (iii) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (iv) all indebtedness of a type referred to in clauses (i) through (iii) or (v) through (vii) of this definition of a second Person secured by any Lien on any property owned by such first Person, whether or not such Indebtedness has been assumed, (v) all capitalized lease obligations of such Person, (vi) all obligations of such Person under Interest Rate Protection Agreements and (vii) all Contingent Obligations of such Person with respect to any of the foregoing; provided that, Indebtedness shall not include (x) trade payables (including payables under insurance contracts and reinsurance payables) and accrued expenses, in each case arising in the ordinary course of business, (y) obligations with respect to Policies and (z) Preferred Securities.

SECTION 2. MISCELLANEOUS

2.1  Effectiveness. This Amendment shall become effective as of the date (the “First Amendment Effective Date”) of receipt by the Administrative Agent of counterparts hereof duly executed by the Parent Borrower, the Designated Subsidiary Borrowers and Lenders constituting the Required Lenders.

2.2  Representations and Warranties. To induce the Lenders parties hereto to enter into this First Amendment, each Borrower hereby represents and warrants to the Administrative Agent and all of the Lenders as of the First Amendment Effective Date that the representations and warranties made by such Borrower in the Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date, before and after giving effect to the effectiveness of this First Amendment, as if made on and as of the First Amendment Effective Date, provided that, any representation or warranty made as of a specified earlier date need only be true and correct in all material respects as of such specified earlier date.

2.3  No Other Amendments Confirmation. Except as expressly amended, modified and supplemented hereby, the Credit Agreement is, and shall remain, in full force and effect in accordance with its terms.

2.4  Payment of Expenses. The Parent Borrower agrees to reimburse the Lender for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment.

2.5  Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this

Amendment signed by all the parties shall be lodged with the Parent Borrower and the Administrative Agent. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof.

2.6  GOVERNING LAW. AS PROVIDED IN SECTION 12.08 OF THE CREDIT AGREEMENT, THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN LETTERS OF CREDIT ISSUED UNDER THE LAWS OF ENGLAND AND WALES AND THE LAWS OF OTHER JURISDICTIONS, AS AGREED TO BETWEEN THE APPLICABLE BORROWER AND THE ISSUING LENDER IN ACCORDANCE WITH SECTIONS 2A.01 AND 2B.01) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK AND ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT (OTHER THAN WITH RESPECT TO LETTERS OF CREDIT ISSUED UNDER THE LAWS OF THE UNITED KINGDOM IN ACCORDANCE WITH SECTIONS 2A.01 and 2B.01) MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER AND EACH LENDER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

Address:
Wellesley House 00 Xxxxx Xxx Xxxx Xxxxxxxx XX 00 Xxxxxxx		XXXXXXXXX SPECIALTY HOLDINGS LTD.
		By:	/s/ Xxxx X. Del Col
			Name:	Xxxx X. Del Col
			Title:	General Counsel & Secretary
Attention:     Xxxxxxx XxXxxxx Telephone:   x0 (000) 000-0000 Facsimile:    x0 (000) 000-0000

Wellesley House 00 Xxxxx Xxx Xxxx Xxxxxxxx XX 00 Xxxxxxx		XXXXXXXXX SPECIALTY INSURANCE LTD.
		By:	/s/ Xxxx X. Del Col
			Name:	Xxxx X. Del Col
			Title:	General Counsel & Secretary
Xxxxxxx XxXxxxx Telephone:   x0 (000) 000-0000 Facsimile:    +1 (441) 278-0493

0000 Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000		ENDURANCE U.S. HOLDINGS CORP.
		By:	/s/ Xxxxxxx X. XxXxxxxxx
			Name:	Xxxxxxx X. XxXxxxxxx
			Title:	Chairman of the Board and President
Attention:     Xxxxx Xxxxxx, Esq. Telephone:   x0 (000) 000-0000 Facsimile:    x0 (000) 000-0000

0xx Xxxxx, 0 Xxxxxxx Xxxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx		ENDURANCE WORLDWIDE HOLDINGS LIMITED
		By:	/s/ Xxxxx Xxxxxxxx
			Name:	Xxxxx Xxxxxxxx
			Title:	Chief Financial Officer
Attention:     Xxxxx Xxxxxxxx Telephone:   x00 (0)00 0000 0000 Facsimile:    x00 (0)00 0000 0000

First Amendment Signature Page

0xx Xxxxx, 0 Xxxxxxx Xxxxx Xxxxxx, XX0X 0XX Xxxxxx Xxxxxxx		ENDURANCE WORLDWIDE INSURANCE LIMITED
		By:	/s/ Xxxxx Xxxxxxxx
			Name:	Xxxxx Xxxxxxxx
			Title:	Chief Financial Officer
Attention:     Xxxxx Xxxxxxxx Telephone:   x00 (0)00 0000 0000 Facsimile:    x00 (0)00 0000 0000

		JPMORGAN CHASE BANK, N.A.,
		as Administrative Agent, Issuing Agent and a Lender
		By:	/s/ Xxxx X’Xxxxxx
			Name:	Xxxx X’Xxxxxx
			Title:	Executive Director

		WACHOVIA BANK, N.A.
		By:	/s/ Xxxxxxx X. Xxxxx
			Name:	Xxxxxxx X. Xxxxx
			Title:	Director

		ING BANK N.V., LONDON BRANCH
		By:	/s/ N.J. Xxxxxxxx
			Name:	N.J. Xxxxxxxx
			Title:	Director
		By:	/s/ M.E.R. Xxxxxxx
			Name:	M.E.R. Xxxxxxx
			Title:	Managing Director

		BANK OF AMERICA, N.A.
		By:	/s/ Xxxxx Xxxxxx
			Name:	Xxxxx Xxxxxx
			Title:	Senior Vice President

First Amendment Signature Page

		BARCLAYS BANK PLC
		By:	/s/ Xxxxxxxx Xxxxxxx
			Name:	Xxxxxxxx Xxxxxxx
			Title:	Manager

		LLOYDS TSB BANK PLC
		By:	/s/ Xxxxx Eperon
			Name:	Xxxxx Eperon
			Title:	Director, Financial Institutions, USA
		By:	/s/ Xxxxx Xxxxxxx
			Name:	Xxxxx Xxxxxxx
			Title:	Associate Director, Financial Institutions, USA

THE BANK OF NEW YORK

By: 

Name: 

Title:

CALYON NEW YORK BRANCH

By: 

Name: 

Title:

By: 

Name: 

Title:

		THE ROYAL BANK OF SCOTLAND PLC,
		Greenwich Capital Markets, Inc. as agent for     The Royal Bank of Scotland plc
		By:	/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title:	Vice President

First Amendment Signature Page

DEUTSCHE BANK AG NEW YORK BRANCH

By: 

Name: 

Title:

By: 

Name: 

Title:

THE BANK OF NOVA SCOTIA

By: 

Name: 

Title:

LANDESBANK HESSEN-THÜRINGEN NEW YORK BRANCH

By: 

Name: 

Title:

BNP PARIBAS

By: 

Name: 

Title:

By: 

Name: 

Title:

		COMERICA BANK
		By:	/s/ Chatphet Saipetch
			Name:	Chatphet Saipetch
			Title:	Vice President

First Amendment Signature Page

		XXXXXXX XXXXX COMMERCIAL FINANCE      CORPORATION
		By:	/s/ Xxxxx Xxxxxxx
			Name:	Xxxxx Xxxxxxx
			Title:	Vice President

XXXXXXX SACHS CREDIT PARTNERS
    L.P.

By: 

Name: 

Title:

First Amendment Signature Page