Exhibit 10.6

EXECUTION VERSION

Tower Insurance Company of New York

120 Broadway

31st Floor

New York NY 10271

United States

CastlePoint Insurance Company

120 Broadway

31st Floor

New York NY 10271

United States

CastlePoint National Insurance Company

222 South Riverside Plaza

Suite 1600

Chicago

Illinois 60606

United States

Hermitage Insurance Company

120 Broadway

31st Floor

New York NY 10271

United States

2 May 2013

Dear Sirs

AMENDMENT LETTER

We refer to a facility agreement dated 11 November 2011 and amended on 12 March 2012, 16 July 2012 and 21 November 2012 and amended and restated on 7 March 2013 in relation to a US$250,000,000 letter of credit facility made between Barclays Bank PLC as agent and security agent (the “Agent”), Barclays Bank PLC and Bank of Montreal, London Branch (the “Issuing Banks”) and Tower Insurance Company of New York, CastlePoint Insurance Company, CastlePoint National Insurance Company and Hermitage Insurance Company (each a “Borrower” and together the “Borrowers”) (the “Facility Agreement” which expression shall include the Facility Agreement as from time to time amended, amended and restated, varied, supplemented, novated or replaced).

We are writing to you to set out the amendments which we, the Agent on behalf of the Finance Parties, and you, the Borrowers, have agreed to make to the Facility Agreement.

In this Agreement:-

“Effective Date” means, subject to Clause 3, the date on which the Agent notifies the Borrowers that it has received a copy of this letter executed by each Borrower in form and substance satisfactory to it.

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Unless the context otherwise requires or unless defined in this Agreement, all words and expressions defined or whose interpretation is provided for in the Facility Agreement have the same meanings in this Agreement.

The principles of interpretation set out in clause 1.2 (Construction) of the Facility Agreement shall apply to this Agreement insofar as they are relevant to it and in this Agreement, unless the context otherwise requires, a reference to a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, restated or replaced (however fundamentally) and includes any increase in, extension of, or change to, any facility made available under that Finance Document or other agreement or instrument and includes any increase in, extension of or change to any facility made available under that Finance Document or other agreement or instrument.

The provisions of clause 1.3 (Third party rights) of the Facility Agreement shall apply to this Agreement as they apply to the Facility Agreement.

The Effective Date shall only occur if:-

If the Effective Date has not occurred on or before the date falling 10 Business Days after the date of this letter, then the provisions of this letter shall cease to have effect

Each Borrower, severally and not jointly, represents and warrants to the Finance Parties that, as at the date of this letter and as at the Effective Date, each of the Repeating Representations are true by reference to the facts and circumstances existing at each such date and as if each reference to “this Agreement” or “the Finance Documents” includes a reference to this letter.

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Each Borrower shall, at its own expense, promptly do all acts and things necessary and sign or execute any further documents which the Agent on behalf of the Finance Parties may require to give effect to this Agreement.

Without prejudice to the rights of the Finance Parties which have arisen on or before the Effective Date, each Borrower confirms that on and after the Effective Date:-

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This letter, and any non-contractual obligations arising out of it, will be governed by and construed according to English law.

This letter may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

Please indicate your acceptance of the terms of this letter by executing and returning the enclosed copy.

Yours faithfully
THE AGENT
Authorised Signatory
For and on behalf of
BARCLAYS BANK PLC
THE BORROWERS
For and on behalf of
TOWER INSURANCE COMPANY OF NEW YORK
By:
Name:		William E Hitselberger
Title:		EVP & CFO
By:
Name:		Vito A Nigro
Title:		MANAGING VP & TREASURER

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For and on behalf of
CASTLEPOINT INSURANCE COMPANY
By:
Name:		William E Hitselberger
Title:		EVP & CFO
By:
Name:		Vito A Nigro
Title:		MANAGING VP & TREASURER
For and on behalf of
CASTLEPOINT NATIONAL INSURANCE COMPANY
By:
Name:		William E Hitselberger
Title:		EVP & CFO
By:
Name:		Vito A Nigro
Title:		Managing VP & TREASURER
For and on behalf of
HERMITAGE INSURANCE COMPANY
By:
Name:		William E. Hitselberger
Title:		EVP & CFO
By:
Name:		Vito A Nigro
Title:		Managing VP & Treasurer

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SCHEDULE

AMENDMENTS TO FACILITY AGREEMENT

The Facility Agreement shall be amended as follows:-

““Available Commitment” means an Issuing Bank’s Commitment minus:-

““Approved Optional Currency” means Pounds Sterling, the lawful currency of the United Kingdom”

““Base Currency” means US Dollars (US$), the lawful currency of the United States of America”

““Base Currency Amount” means:-

““Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 3.2 (Conditions Relating to Optional Currencies)”

““Collateralisation Ratio” means, in relation to each Borrower, on each Test Date, the ratio (expressed as a percentage) of:- (i) the Collateral Value attributable to that Borrower, to (ii) the aggregate principal amount of all Letters of Credit outstanding to that Borrower (calculated at the Base Currency Amount and determined by reference to the most recent Collateral Testing Information made available to the Agent in accordance with Clause 17 (Collateral))”;

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“17.2 To the extent that any Letter of Credit drawn by a Borrower is not fully collateralised by Eligible Collateral in Base Currency (the amount of such a Letter of Credit not covered by Eligible Collateral in the same currency as that Letter of Credit

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being the “Shortfall”), that Borrower may make up any Shortfall by delivering the Eligible Collateral in the Base Currency or an Approved Currency. However, in this case, the percentages set out in the definition of “Collateral Margin” shall in each case be reduced by 8 per cent. for the purposes of calculating the Collateralisation Ratio in respect of that Shortfall”;

“17.3(a)(ii) the Agent shall undertake such calculations (including currency conversions which shall be made at the Agent’s spot rate of Exchange for the purchase of the relevant currency with US$ in the London foreign exchange market at or about 11.00am (London time) on the date of calculation) as are necessary to establish whether that Borrower is in compliance with its obligations under Clause 17.1 and shall notify the relevant Borrower accordingly on or before 1:00pm (London time) on such Test Date”

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