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Bermuda
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001-31721
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98-0395986
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(State of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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and Item 2.03
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description of Document
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10.1
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Amendment to Committed Facility Letter dated November 20, 2013, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc.
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AXIS CAPITAL HOLDINGS LIMITED
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By:
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/s/ Richard T. Gieryn, Jr.
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Richard T. Gieryn, Jr.
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General Counsel
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Exhibit No.
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Description of Document
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10.1
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Amendment to Committed Facility Letter dated November 20, 2013, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc.
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FROM:
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Citibank Europe plc (the
“Bank”
)
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TO:
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AXIS Specialty Limited ("
ASL
"); AXIS Re SE; AXIS Specialty Europe SE; AXIS Insurance Company; AXIS Surplus Insurance Company; and AXIS Reinsurance Company (the
“Companies”;
each, a
“Company”
)
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DATE:
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20 November 2013
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1.
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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).
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2.
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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:
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(i)
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Section 5.2 (b) of the Committed Facility Letter shall be amended and restated in its entirety as follows:
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(ii)
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Section 5.3 of the Committed Facility Letter shall be amended and restated in its entirety as follows:
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(iii)
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Section 5.4 of the Committed Facility Letter shall be amended and restated in its entirety as follows:
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3.
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Except as expressly amended by this letter, the Committed Facility Letter remains unmodified and in full force and effect. In the event of a conflict or inconsistency between the terms of this letter and the terms of the Committed Facility Letter, the terms of this letter shall prevail.
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4.
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ASL confirms that, on and after the date of this letter, the Pledge Agreement remains in full force and effect notwithstanding the amendments effected by this letter to the Committed Facility Letter and shall continue to secure the obligations of ASL and its affiliates under the Facility Documents.
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5.
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This letter 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 letter and any non-contractual obligations arising in connection with it shall be governed by English law and the provisions of Section 14 (
Governing Law
) of the Committed Facility Letter shall be incorporated, with any necessary changes, as if set out in full in this letter.
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6.
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Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us.
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For and on behalf of
Citibank Europe plc
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/s/ Niall Tuckey
Name: Niall Tuckey
Title: Vice President
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For and on behalf of
AXIS Specialty Limited
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/s/ Jose Osset
Name: Jose Osset
Title: Sr. Vice President and Treasurer
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For and on behalf of
AXIS Re SE
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/s/ Timothy Hennessy
Name: Timothy Hennessy
Title: Director
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For and on behalf of
AXIS Specialty Europe SE
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/s/ Timothy Hennessy
Name: Timothy Hennessy
Title: Director
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For and on behalf of
AXIS Insurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President
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For and on behalf of
AXIS Surplus Insurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President
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For and on behalf of
AXIS Reinsurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President
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FROM:
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Citibank Europe plc (the "
Issuing Bank
")
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TO:
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AXIS Specialty Limited; AXIS Re SE; AXIS Specialty
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DATE:
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14 June 2013
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1.
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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).
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2.
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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:
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(i)
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Clause 6 of the Facility Fee Letter shall be amended and restated in its entirety as follows:
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(b)
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Such fee shall
be
calculated on a daily basis using a year of 360 days.
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(c)
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Such fee shall be payable
quarterly
in arrears as follows: The first such fee shall be calculated on the first Quarter Date which falls after the date of the Master Agreement, and thereafter on each Quarter Date. All fees shall be payable 5 Business Days after receipt of the invoice detailing such fees.
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(d)
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No
such
fee shall be refundable by the Issuing Bank in any circumstances.
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(ii)
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All references to Facility Agreement in the Facility Fee Letter shall be deleted and replaced with Master Agreement.
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3.
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Except as expressly amended by this letter, the Facility Fee Letter remains unmodified and in full force and effect. In the event of a conflict or inconsistency between the terms of this letter and the terms of the Facility Fee Letter, the terms of this letter shall prevail.
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4.
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This letter 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 letter and any non-contractual obligations arising in connection with it shall be governed by English law.
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5.
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Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us.
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For and on behalf of
Citibank Europe plc
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/s/ Peadar Mac Canna
Name: Peadar Mac Canna
Title: Managing Director
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For and on behalf of
AXIS Specialty Limited
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/s/ Jose Osset
Name: Jose Osset
Title: Sr. Vice President & Treasurer
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For and on behalf of
AXIS Re SE
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/s/ Timothy Hennessy
Name: Timothy Hennessy
Title: Director
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For and on behalf of
AXIS Specialty Europe SE
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/s/ Timothy Hennessy
Name: Timothy Hennessy
Title: Director
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For and on behalf of
AXIS Insurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President, General Counsel
& Secretary
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For and on behalf of
AXIS Surplus Insurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President, General Counsel
& Secretary
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For and on behalf of
AXIS Reinsurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President, General Counsel
& Secretary
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FROM:
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Citibank Europe plc (the
“Bank”
)
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TO:
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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; and AXIS Reinsurance Company (the
“Companies”;
each, a
“Company”
)
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DATE:
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21 December 2012
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1.
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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).
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2.
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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:
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(i)
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Section 2
of
the Committed Facility Letter shall be amended and restated in its entirety as follows:
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(ii)
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Section
5.2
(b) of
the Committed
Facility Letter shall be amended and restated in its entirety as follows:
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(iii)
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a new
Section
5.2 (c) of
the
Committed Facility Letter shall be inserted to read as follows:
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(iv)
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original Section
5.2
(c)
of
the Committed Facility Letter shall be renumbered as Section 5.2 (d);
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(v)
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a new
Section
5.3
of
the
Committed
Facility Letter shall be inserted to read as follows:
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(vi)
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a new Section
5.4
of the
Committed
Facility Letter shall be inserted to read as follows:
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(vii)
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a new Section 5.5
of
the
Committed Facility Letter shall be inserted to read as follows:
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(viii)
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a new definition
shall
be
added
to Section 13.1 of the Committed Facility Letter to read as follows:
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3.
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Except as expressly amended by this letter, the Committed Facility Letter remains unmodified and in full force and effect. In the event of a conflict or inconsistency between the terms of this letter and the terms of the Committed Facility Letter, the terms of this letter shall prevail.
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4.
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ASL confirms that, on and after the date of this letter, the Pledge Agreement remains in full force and effect notwithstanding the amendments effected by this letter to the Committed Facility Letter and shall continue to secure the obligations of ASL and its affiliates under the Facility Documents.
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5.
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This letter 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 letter and any non-contractual obligations arising in connection with it shall be governed by English law and the provisions of Section 14 (
Governing Law
) of the Committed Facility Letter shall be incorporated, with any necessary changes, as if set out in full in this letter.
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6.
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Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us.
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For and on behalf of
Citibank Europe plc
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/s/ Niall Tuckey
Name: Niall Tuckey
Title: Vice President
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For and on behalf of
AXIS Specialty Limited
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/s/ Jose Osset
Name: Jose Osset
Title: Sr. Vice President & Treasurer
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For and on behalf of
AXIS Re SE
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/s/ Timothy Hennessy
Name: Timothy Hennessy
Title: Director
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For and on behalf of
AXIS Specialty Europe SE
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/s/ Timothy Hennessy
Name: Timothy Hennessy
Title: Director
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For and on behalf of
AXIS Insurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President, General Counsel
& Secretary
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For and on behalf of
AXIS Surplus Insurance Company
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/s/ Andrew M. Weissert
Name: Andrew Weissert
Title: Sr. Vice President, General Counsel
& Secretary
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For and on behalf of
AXIS Reinsurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President, General Counsel
& Secretary
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FROM:
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Citibank Europe plc (the
“Bank”
)
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TO:
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AXIS Specialty Limited; AXIS Re Limited; AXIS Specialty Europe Limited; AXIS Insurance Company; AXIS Surplus Insurance Company; AXIS Specialty Insurance Company and AXIS Reinsurance Company (the
“Companies”;
each, a
“Company”
)
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DATE:
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27 January 2012
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1.
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We refer to the Committed Facility Letter. Defined 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).
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2.
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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:
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(i)
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All references to “Companies” in the Committed Facility Letter shall be deemed to mean AXIS Specialty Limited; AXIS Re Limited; AXIS Specialty Europe Limited; AXIS Insurance Company; AXIS Surplus Insurance Company and AXIS Reinsurance Company.
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(ii)
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Paragraph 15.3 of the Committed Facility Letter shall be amended and restated in its entirety as follows:
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3.
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Except as expressly amended by this letter, the Committed Facility Letter remains unmodified and in full force and effect. In the event of a conflict or inconsistency between the terms of this letter and the terms of the Committed Facility Letter, the terms of this letter shall prevail.
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4.
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This letter 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 letter and any non-contractual obligations arising in connection with it shall be governed by English law.
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5.
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Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us.
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For and on behalf of
Citibank Europe plc
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/s/ Peadar Mac Canna
Name: Peadar Mac Canna
Title: Director
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For and on behalf of
AXIS Specialty Limited
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/s/ Jose Osset
Name: Jose Osset
Title: Sr. Vice President & Treasurer
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For and on behalf of
AXIS Re SE
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/s/ Timothy Hennessy
Name: Timothy Hennessy
Title: Director
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For and on behalf of
AXIS Specialty Europe SE
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/s/ Timothy Hennessy
Name: Timothy Hennessy
Title: Director
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For and on behalf of
AXIS Insurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President, General Counsel
& Secretary
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For and on behalf of
AXIS Surplus Insurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President, General Counsel
& Secretary
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For and on behalf of
AXIS Reinsurance Company
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/s/ Andrew Weissert
Name: Andrew Weissert
Title: Sr. Vice President, General Counsel
& Secretary
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