0000930413-13-002966 Sample Contracts

FEE LETTER AMENDMENT NO. 2 Dated as of May 15, 2013
Letter Agreement • May 15th, 2013 • Xl Group PLC • Fire, marine & casualty insurance

Reference is made to the Letter Agreement, dated as of May 7, 2013 (as amended by that certain Fee Letter Amendment No.1, dated as of May 13, 2013, 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.

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CREDIT AGREEMENT SECOND AMENDMENT Dated as of May 15, 2013
Credit Agreement • May 15th, 2013 • Xl Group PLC • Fire, marine & casualty insurance

Reference is made to the Credit Agreement, dated as of May 7, 2013 (as amended by that certain Credit Agreement First Amendment, dated as of May 13, 2013, the “Credit Agreement”), among XLIT LTD., an exempted company incorporated in the Cayman Islands with limited liability, as the Company, the institutions from time to time parties thereto as Lenders and Citicorp USA, Inc., as 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.

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