EX-10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT



 



EXHIBIT 10.1
EXECUTION COPY


FOURTH AMENDMENT AGREEMENT



     This Fourth Amendment Agreement (“Amendment”) is entered into as of
December 11, 2002 among Montpelier Re Holdings Ltd., a Bermuda company (the
“Borrower”), and the Lenders listed on the signature pages hereto (the
“Lenders”) and Bank of America, N.A., in its capacity as Administrative Agent
for the Lender (the “Administrative Agent”).


R E C I T A L S



     WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to the Credit Agreement dated as of December 12, 2001, as amended by
Amendment Agreement dated as of December 26, 2001 and by Second Amendment
Agreement dated June 17, 2002 and by the Third Amendment Agreement dated August
1, 2002 (the “Credit Agreement”) pursuant to which the Lenders made available
to the Borrower a revolving loan facility and a term loan facility; and


     WHEREAS, in consideration of the mutual agreements, provisions and
covenants contained herein, the parties agree as follows:


     SECTION 1. CREDIT AGREEMENT DEFINITIONS. Capitalized terms used herein
that are defined in the Credit Agreement shall have the same meaning when used
herein unless otherwise defined herein.


     SECTION 2. AMENDMENT TO CREDIT AGREEMENT. Effective on (and subject to
the occurrence of) the Fourth Amendment Effective Date (as defined below), the
definition of “Revolving Commitment Termination Date” in Section 1.1 of the
Credit Agreement shall be amended by the deletion of the date “December 11,
2002” and the substitution of the date “December 10, 2003” therefor.


     SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders
and the Administrative Agent to execute and deliver this Amendment, the
Borrower hereby represents and warrants that:



		
	 	     (a) no Default or Event of Default has occurred and is continuing or
will result from the execution and delivery or effectiveness of this
Amendment; and




		
	 	     (b) the warranties of the Borrower contained in Article IV of the
Credit Agreement are true and correct in all material respects as of the
date hereof, with the same effect as though made on such date (except
where such representation speaks as of a specified date).



     SECTION 4. CONDITIONS TO EFFECTIVENESS. The amendments set forth in
Section 2 shall become effective on the date (the “Fourth Amendment Effective
Date”) upon (i) receipt by the Administrative Agent of four counterparts of
this Amendment executed by the Borrower, the Administrative Agent and the
Revolving Lenders, (iii) payment by the Borrower to the Administrative Agent of
an amendment fee


 






 




 equal to 0.075% of the aggregate Revolving Commitments, pro rata to the
Revolving Lenders and (iv) payment by the Borrower to the Administrative Agent
and the Arranger of such fees as shall have been agreed upon between the
Borrower, the Administrative Agent and Arranger.


     SECTION 5. GENERAL.


     5.1
Reaffirmation of Loan Documents. From and after the date hereof, each
reference that appears in any Loan Document to the Credit Agreement shall be
deemed to be a reference to the Credit Agreement as amended hereby. As amended
hereby, the Credit Agreement is hereby reaffirmed, approved and confirmed in
every respect and shall remain in full force and effect.


     5.2
Counterparts; Effectiveness. This Amendment may be executed by the
parties hereto in any number of counterparts and by the different parties in
separate counterparts and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same agreement.


     5.3
Governing Law; Entire Agreement. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


     SECTION 6. LOAN DOCUMENT. This Amendment is a Loan Document.


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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the respective officers as of the date and year first above
written.



	 
	MONTPELIER RE HOLDINGS LTD
	 
	By:    /s/ Neil McConachie



Title: Senior Vice President and

Financial Controller
	 
	BANK OF AMERICA, N.A., as

Administrative Agent
	 
	By:    /s/ Mehul Mehta



Title: Principal
	 
	THE BANK OF N.T. BUTTERFIELD & SON

LIMITED
	 
	By:    /s/ illegible



Title: Vice President
	 
	CREDIT SUISSE FIRST BOSTON
	 
	By:    /s/ Jay Chall            /s/ Cassandra Droogan



Title: Director                              Associate
	 
	THE BANK OF BERMUDA LTD.
	 
	By:    /s/ R. Brunson



Title: V.P. Corporate Banking
	 
	FLEET NATIONAL BANK
	 
	By:    /s/ David A. Bosselait



Title: Director
	 
	THE BANK OF NEW YORK
	 
	By:    /s/ Evan R. Glass



Title: Vice President



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	BARCLAYS BANK PLC
	 
	By:    /s/ Chris Lee



Title: Manager
	 
	COMERICA BANK
	 
	By:    /s/ illegible



Title: International Banking Officer




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