Axis Capital Holdings Limited Watch

from 8-K 14 pages Page 1 Niall Tuckey Citibank Europe PLC Director 1 North Wall Quay Iloc Product Dublin 1, Ireland Tel +353 (1) 622 7430 Fax +353 (1) 622 2741 NIALL.TUCKEY@CITI.com From: Citibank Europe PLC (The “Bank”) To: Axis Specialty Limited (“Asl”) Axis Re Se (Formerly, Axis Re Limited) Axis Specialty Europe Se (Formerly, Axis Specialty Europe Limited) (“Ase”) Axis Insurance Company Axis Surplus Insurance Company Axis Reinsurance Company (The “Companies”; Each, a “Company”) Committed Letter of Credit Facility Letter Originally Dated 18 December 2015 Between, Among Others, the Bank and the Companies as Amended by Amendment Agreements Dated 24 December 2019, 1 April 2021 and 29 December 2023 and as Amended and Restated Pursuant to an Amendment and Restatement Agreement Dated 26 March 2024 (This Letter) Dear Sirs, 1. Committed Letter of Credit Facility This Letter Sets Out the Terms and Conditions on Which the Bank Is Willing to Make Available to the Companies a Committed Usd Letter of Credit Issuance Facility (The “Facility”). the Bank and the Companies Agree That the Facility Detailed Herein Will Be Effective on and From the Effective Date. 2. Amount the Facility Shall Be in a Maximum Aggregate Amount of Usd 300,000,000 (Three Hundred Million United States Dollars) (The “Facility Limit”). Should the Companies Wish to Reduce the Facility Limit, They May Do So Upon Written Notification to the Bank. the Notification (The “Notification”) Must (I) Specifically Reference This Letter and (II) Clearly State the New Facility Limit That Is to Apply to the Facility Limit (“The New Limit”). the New Limit Will Take Effect as a Revised Facility Limit Five Business Days Following Receipt, by the Bank, of the Notification. 3. Facility Documents in the Event of Any Inconsistency Between the Terms of This Letter and the Terms of Any Facility Document, the Terms of This Letter Shall Prevail

from 8-K 2 pages 3. the Bank and the Companies Agree, for Good and Valuable Consideration, the Receipt and Legal Sufficiency of Which Are Hereby Acknowledged, That From the Effective Date: Paragraph 5.2 (C) of the Committed Facility Letter Shall Be Deleted in Its Entirety and Replaced With the Following: “(C) the Tenor of the Credit Extends Beyond 31st March 2020; 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. the Parties to This Letter Agree That the Following Agreements Between the Bank and the Companies in Relation to the Committed Facility Letter Remain in Full Force and Effect as of the Date of This Letter and Are Subject to Future Mutually Agreeable Amendments or Modifications: (I) Master Agreement Dated 14 May 2010, as Amended;

from 8-K 3 pages Insurance Letters of Credit – Master Agreement Dated 14 May 2010 Between (1) Cep and (2) the Companies Regarding a Committed Letter of Credit Facility in a Maximum Aggregate Amount of Usd 750,000,000 and as May Be Amended, Varied, Supplemented, Novated or Assigned as the Case May Be (The “Master Agreement”). 1. We Refer to the Master Agreement. Defined Terms Used in This Letter Shall Have the Meanings Given to Them in the Master Agreement (Including Where Defined in the Master Agreement by Reference to Another Document). 2. Cep and the Companies Agree, for Good and Valuable Consideration, the Receipt and Legal Sufficiency of Which Are Hereby Acknowledged, That as Effective From the Date of This Letter, the Following Amendments Shall Apply: (A) the Preamble Is Deleted in Its Entirety and Replaced With the Following: “Preamble

from 8-K 11 pages From: Citibank Europe PLC (The “Bank”) To: Axis Specialty Limited (“Asl”) Axis Re Se (Formerly, Axis Re Limited) Axis Specialty Europe Se (Formerly, Axis Specialty Europe Limited) Axis Insurance Company Axis Surplus Insurance Company Axis Reinsurance Company (The “Companies”; Each, a “Company”) Date 27th March 2017 Dear Sirs, 1. Committed Letter of Credit Facility – Facility Number 2 Further to Recent Discussions, Citibank Europe PLC (The “Bank”) Is Pleased to Confirm Its Committed Letter of Credit Issuance Facility (The “Facility”) Subject to the Terms and Conditions Set Out in This Letter

from 8-K 12 pages 1. Committed Letter of Credit Facility Further to Recent Discussions, Citibank Europe PLC (The “Bank”) Is Pleased to Confirm Its Committed Letter of Credit Issuance Facility (The “Facility”) Subject to the Terms and Conditions Set Out in This Letter. the Bank and the Companies Agree That the Facility Detailed Herein Will Be Effective on and From the 31st of December 2015 (The “Effective Date”). 2. Amount the Facility Shall Be in a Maximum Aggregate Amount of Usd 500,000,000 (Five Hundred Million United States Dollars) (The “Aggregate Facility Limit”) Comprising Three Tranches as Follows: (A) a Committed Letter of Credit Issuance Tranche Having a Sub-Limit of Usd 179,000,000 (One Hundred Seventy-Nine Million United States Dollars) to Be Utilised for Credit(s) Denominated in a Currency Other Than Australian Dollars or New Zealand Dollars (“Tranche I”); (B) a Committed Letter of Credit Issuance Tranche Having a Sub-Limit of Usd 191,000,000 (One Hundred Ninety-One Million United States Dollars) to Be Utilised for Credit(s) Denominated in a Currency Other Than Australian Dollars or New Zealand Dollars (“Tranche II”); And

from 8-K 4 pages Facility Fee Letter Dated 14 May 2010 Between (1) the Issuing Bank and (2) the Applicants Regarding a Committed Letter of Credit Facility of Usd 750,000,000 as Amended by Letter Amendments From Time to Time and Most Recently on 14 June 2013, and as May Be Amended, Varied, Supplemented, Novated or Assigned as the Case May Be (The “Facility Fee Letter”) 1. We Refer to the Facility Fee Letter. Defined Terms Used in This Letter Shall Have the Meanings Given to Them in the Facility Fee Letter (Including Where Defined in the Facility Fee Letter by Reference to Another Document). 2. the Issuing Bank and the Applicants Agree, for Good and Valuable Consideration, the Receipt and Legal Sufficiency of Which Are Hereby Acknowledged, That as Effective From the Date of This Letter: (I) Clause 6 of the Facility Fee Letter Shall Be Amended and Restated in Its Entirety as Follows: Commitment Fee

from 8-K 3 pages Committed Facility Letter Dated 14 May 2010 Between (1) the Bank and (2) the Companies Regarding a Committed Letter of Credit Facility in a Maximum Aggregate Amount of Usd 750,000,000 as Amended by Letter Amendments From Time to Time and Most Recently on 20 November 2013, and as May Be Further Amended, Varied, Supplemented, Novated or Assigned From Time to Time (The “Committed Facility Letter”). 1. We Refer to the Committed Facility Letter. Capitalised Terms Used in This Letter Shall Have the Meanings Given to Them in the Committed Facility Letter (Including Where Defined in the Committed Facility Letter by Reference to Another Document). 2. the Bank and the Companies Agree, for Good and Valuable Consideration, the Receipt and Legal Sufficiency of Which Are Hereby Acknowledged, That as Effective From the Date of This Letter: (I) Section 2 of the Committed Facility Letter Shall Be Amended and Restated in Its Entirety as Follows: “The Facility Shall Be in a Maximum Aggregate Amount of Usd 500,000,000 (Five Hundred Million United States Dollars) (The “Aggregate Facility Limit”) Comprising Three Tranches as Follows: (A) a Committed Letter of Credit Issuance Tranche Having a Sub-Limit of Usd 179,000,000 (One Hundred Seventy-Nine Million United States Dollars) to Be Utilised for Credit(s) Denominated in a Currency Other Than Australian Dollars or New Zealand Dollars (“Tranche I”); (B) a Committed Letter of Credit Issuance Tranche Having a Sub-Limit of Usd 191,000,000 (One Hundred Ninety-One Million United States Dollars) to Be Utilised for Credit(s) Denominated in a Currency Other Than Australian Dollars or New Zealand Dollars (“Tranche II”); And

from 8-K 14 pages Committed Facility Letter Dated 14 May 2010 Between (1) the Bank and (2) the Companies Regarding a Committed Letter of Credit Facility in a Maximum Aggregate Amount of Usd 750,000,000 as Amended by Letter Amendments From Time to Time and Most Recently on 14 June 2013, and as May Be Further Amended, Varied, Supplemented, Novated or Assigned From Time to Time (The “Committed Facility Letter”). 1. We Refer to the Committed Facility Letter. Capitalised Terms Used in This Letter Shall Have the Meanings Given to Them in the Committed Facility Letter (Including Where Defined in the Committed Facility Letter by Reference to Another Document). 2. the Bank and the Companies Agree, for Good and Valuable Consideration, the Receipt and Legal Sufficiency of Which Are Hereby Acknowledged, That as Effective From the Date of This Letter: (I) Section 5.2 (B) of the Committed Facility Letter Shall Be Amended and Restated in Its Entirety as Follows: “The Tenor of a Credit Issued Under Tranche I, Tranche II or Tranche III Extends Beyond 31 December 2016; Or” (II) Section 5.3 of the Committed Facility Letter Shall Be Amended and Restated in Its Entirety as Follows

from 8-K 15 pages First Amendment to Credit Agreement

from 8-K 191 pages $250,000,000 Credit Agreement Dated as of March 26, 2013 Among Axis Capital Holdings Limited, and Certain Subsidiaries, as the Borrowers, Bank of Montreal, Chicago Branch, Citibank, N.A., Hsbc Bank USA, National Association, Lloyds Securities, Inc. and the Bank of New York Mellon, as Co-Documentation Agents, the Other Lenders Party Hereto, and Wells Fargo Bank, National Association, as Administrative Agent, Fronting Bank and L/C Administrator Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Book Manager

from 8-K 3 pages Insurance Letters of Credit – Master Agreement Dated 14 May 2010 Between (1) Cep and (2) the Companies Regarding a Committed Letter of Credit Facility in a Maximum Aggregate Amount of Usd 750,000,000 and as May Be Amended, Varied, Supplemented, Novated or Assigned as the Case May Be (The “Master Agreement”). 1. We Refer to the Master Agreement. Defined Terms Used in This Letter Shall Have the Meanings Given to Them in the Master Agreement (Including Where Defined in the Master Agreement by Reference to Another Document)

from 8-K 16 pages First Amendment to Credit Agreement

from 8-K 198 pages Credit Agreement Dated as of August 24, 2010 Among Axis Capital Holdings Limited, and Certain Subsidiaries, as the Borrowers, Bank of America, N.A., as Administrative Agent, Fronting Bank and L/C Administrator, Deutsche Bank Securities Inc. and Wells Fargo Bank, N.A., as Co-Syndication Agents, Hsbc Bank USA, National Association. and the Bank of New York Mellon, as Co-Documentation Agents and the Other Lenders Party Hereto Banc of America Securities LLC, Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers

from 8-K 12 pages Insurance Letters of Credit – Master Agreement

from 8-K 129 pages Credit Agreement Dated as of August 25, 2005 Among Axis Capital Holdings Limited, the Subsidiary Credit Parties Party Hereto, the Lenders Party Hereto and Jpmorgan Chase Bank, N.A. as Administrative Agent $1,500,000,000 J.P. Morgan Securities Inc. and Barclays Capital, as Joint Lead Arrangers and Joint Bookrunners Barclays Bank PLC, as Syndication Agent Citibank, N.A., Ing Bank N.V., Wachovia Bank, N.A., Calyon New York Branch, Hsbc Bank USA, N.A., Lloyds Tsb Bank PLC, and the Royal Bank of Scotland PLC, as Documentation Agents

from S-1 95 pages Credit Agreement Dated as of March 25, 2004 Among Axis Capital Holdings Limited, the Subsidiary Credit Parties Party Hereto, the Lenders Party Hereto and Jpmorgan Chase Bank, as Administrative Agent $750,000,000 J.P. Morgan Securities Inc., as Sole Lead Arranger and Sole Bookrunner Barclays Bank PLC, as Syndication Agent Citibank, N.A., Ing Bank N.V., Wachovia Bank, N.A., and Hsbc Bank USA, as Co-Documentation Agents