DEED OF AMENDMENT
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) Xxx 0000.
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/ Xxxxx X. Xxxx | |
| Limited (“ASL”) | Name: Xxxxx X. Xxxx | |
| Acting by a director | Title: Director | |
| In the presence of | Signature of Witness: /s/ Xxxxxxx X. Xxxx | |
| Name of Witness: Xxxxxxx X. Xxxx | ||
| Address: | 0000 Xxx xx Xxxxxxxx | |
| Xxx Xxxx, XX 00000 | ||
| EXECUTED AS A DEED BY AXIS Re SE (formerly | Signed: /s/ Xxxxxxx Xxxxxxxx |
| AXIS Re Limited) | Name: Xxxxxxx Xxxxxxxx |
| Acting by a director | Title: Director |
| In the presence of | Signature of Witness: /s/ Xxxxxx Xxxxxxxx |
| Name of Witness: Xxxxxx Xxxxxxxx | |
| Address: 00 Xxxx Xxx., Xxxxxx, Xxx |
| EXECUTED AS A DEED BY AXIS Specialty | Signed: /s/ Xxxxxxx Xxxxxxxx |
| Europe SE (formerly, AXIS Specialty Europe Limited) | Name: Xxxxxxx Xxxxxxxx |
| Acting by a director | Title: Director |
| In the presence of | Signature of Witness: /s/ Xxxxxx Xxxxxxxx |
| Name of Witness: Xxxxxx Xxxxxxxx | |
| Address: 00 Xxxx Xxx., Xxxxxx, Xxx |
| EXECUTED AS A DEED BY AXIS Insurance | Signed: /s/ Xxxxxx X. Xxxxxxxx | |
| Company | Name: Xxxxxx X. Xxxxxxxx | |
| Acting by a director | Title: Director | |
| In the presence of | Signature of Witness: /s/ Xxxxxx Xxxxx | |
| Name of Witness: Xxxxxx Xxxxx | ||
| Address: | 00000 Xxxxxx Xxxx. | |
| Xxxxxxxxxx, XX 00000 | ||
| EXECUTED AS A DEED BY AXIS Surplus | Signed: /s/ Xxxxxx X. Xxxxxxxx | |
| Insurance Company | Name: Xxxxxx X. Xxxxxxxx | |
| Acting by a director | Title: Director | |
| In the presence of | Signature of Witness: /s/ Xxxxxx Xxxxx | |
| Name of Witness: Xxxxxx Xxxxx | ||
| Address: | 00000 Xxxxxx Xxxx. | |
| Xxxxxxxxxx, XX 00000 | ||
| EXECUTED AS A DEED BY AXIS Reinsurance | Signed: /s/ Xxxxxx X. Xxxxxxxx | |
| Company | Name: Xxxxxx X. Xxxxxxxx | |
| Acting by a director | Title: Director | |
| In the presence of | Signature of Witness: /s/ Xxxxxx Xxxxx | |
| Name of Witness: Xxxxxx Xxxxx | ||
| Address: | 00000 Xxxxxx Xxxx. | |
| Xxxxxxxxxx, XX 00000 | ||
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WE HEREBY CONFIRM OUR ACCEPTANCE ON BEHALF OF BANK:
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
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