Financial Institutions Team 1 Churchill Place London E14 5HP Fax +44 (0)20 7116 7645 To: Tower Insurance Company of New York www.barclayscorporate.com 31st Floor New York, NY 10271 United States Castlepoint Insurance Company 31st Floor New York, NY...

Exhibit 10.2

				Financial Institutions Team 0 Xxxxxxxxx Xxxxx Xxxxxx X00 0XX Fax x00 (0)00 0000 0000
To:		Tower Insurance Company of New York		xxx.xxxxxxxxxxxxxxxxx.xxx
		000 Xxxxxxxx
		00xx Xxxxx
		Xxx Xxxx, XX 00000
		Xxxxxx Xxxxxx
		Castlepoint Insurance Company
		000 Xxxxxxxx
		00xx Xxxxx
		Xxx Xxxx, XX 00000
		Xxxxxx Xxxxxx
		Castlepoint National Insurance Company
		000 Xxxxx Xxxxxxxxx Xxxxx
		Xxxxx 0000
		Xxxxxxx
		Xxxxxxxx 00000
		Xxxxxx Xxxxxx
		Hermitage Insurance Company
		000 Xxxxxxxx
		00xx Xxxxx
		Xxx Xxxx, XX 00000
		Xxxxxx Xxxxxx
Date:		12th March 2012

Dear Sirs

Letter of credit facility agreement dated 11 November 2011 made between (1) Tower Insurance Company of New York, Castlepoint Insurance Company, Castlepoint National Insurance Company and Hermitage Insurance Company (the “Borrowers” and each a “Borrower”) and (2) Barclays Bank PLC (the “Issuing Bank”) (as amended, varied or restated from time to time) (the “Facility Agreement”)

We refer to the Facility Agreement. Terms defined in the Facility Agreement, unless otherwise defined, have the same meaning when used in this letter. The principles of construction set out in the Facility Agreement shall have effect as if set out in this letter.

It is necessary that certain amendments be made to the Facility Agreement, all as set out below.

1 Amendment to Facility Agreement

1.1 The Issuing Bank and each Borrower hereby agree that, with effect from the Effective Date (as defined below), the Facility Agreement shall be amended by deleting the definition of “Availability Period” and replacing it with the following definition:

““Availability Period” means the period from and including the date of this Agreement to and including 30 November 2012.”

1.2 The amendment detailed in paragraph 1.1 of this letter shall take effect on the date (the “Effective Date”) that we receive a copy of this letter countersigned by each Borrower by which each Borrower acknowledges and agrees to the terms of this letter.

1.3 Subject to the terms of this letter, the Facility Agreement shall remain in full force and effect and, with effect from the Effective Date, the Facility Agreement and this letter shall be read and construed as one document.

2 Representations and Warranties

2.1 By counter-signing this letter, each Borrower makes the Repeating Representations as at the Effective Date by reference to the facts and circumstances then existing.

2.2 Each Borrower confirms that the security created by it in favour of the Issuing Bank pursuant to the Security Documents continues in full force and effect and extends to all of its present and future obligations and liabilities under the Facility Agreement as amended by this letter.

3 Miscellaneous

3.1 This letter is designated a Finance Document.

3.2 This letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

3.3 A person who is not party to this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or enjoy the benefit of any term of this letter.

3.4 This letter, the agreement constituted by it and any non-contractual obligations arising from it and your acceptance of its terms shall be governed by and construed in accordance with English law.

3.5 Please confirm your agreement with the contents of this letter by signing and returning the enclosed duplicate of this letter to the Issuing Bank, for the attention of Xxxxxxx Xxxxxx, Barclays Bank PLC, 0 Xxxxxxxxx Xxxxx, Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx.

Yours faithfully

    

for and on behalf of

Barclays Bank PLC

as Issuing Bank

Acknowledgement and Acceptance

Accepted and agreed:

    

for and on behalf of

Tower Insurance Company of New York

Dated:

Accepted and agreed:

    

for and on behalf of

Castlepoint Insurance Company

Dated:

Accepted and agreed:

    

for and on behalf of

Castlepoint National Insurance Company

Dated:

Accepted and agreed:

    

for and on behalf of

Hermitage Insurance Company

Dated: