Exhibit 10.2.2


 


[EXECUTION
COPY]


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


This SECOND
AMENDMENT TO CREDIT AGREEMENT, dated as of July 22, 2008 (this
“Amendment”), among (i) WHITE
MOUNTAINS INSURANCE GROUP, LTD., a company existing under the laws
of Bermuda (the “Borrower”), (ii) the undersigned Lenders, and (iii) BANK OF AMERICA, N.A., as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”),
amends certain provisions of the Credit Agreement, dated as of June 19,
2007 (as amended, the “Credit Agreement”), among the Borrower, the
Lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and
the Issuing Lender, and Lehman Brothers Inc., as Syndication Agent.  Capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Credit Agreement.


 


RECITALS


 


WHEREAS, the Borrower
has requested that the undersigned Lenders and the Administrative Agent agree
to amend certain of the terms and provisions of the Credit Agreement, as
specifically set forth in this Amendment; and


 


WHEREAS, the
undersigned Lenders and the Administrative Agent are prepared to amend the
Credit Agreement on the terms, subject to the conditions and in reliance on the
representations set forth herein.


 


NOW THEREFORE, in
consideration of the mutual agreements contained in the Credit Agreement and
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


Section 1.                                          Amendment
to Credit Agreement.


 


(a)                                  Amendments to Section 7.2(b) (Limitation
on Indebtedness).  Section 7.2(b) of
the Credit Agreement is hereby amended by restating such Section in its
entirety as follows:


 


“At
any time when OneBeacon Limited is required to be consolidated on the balance
sheet of the Borrower in accordance with GAAP, the Borrower will not permit
OneBeacon Limited to create, incur or assume any Indebtedness, which, at the
time such Indebtedness is created, incurred or otherwise assumed, would cause
the OneBeacon Limited Debt to Capitalization Ratio, on a pro forma basis as of
the end of the most recently completed fiscal quarter for which financial
statements have been delivered to the Administrative Agent pursuant to Section 6.1(b) (giving
effect to such Indebtedness and all other Indebtedness created, incurred or
otherwise assumed by OneBeacon Limited since the end of such fiscal quarter),
to be greater than thirty-seven and one half of one percent (37.5%).”


 


Section 2.                                          Conditions
Precedent.  This
Amendment shall become effective as of the date first written above upon (a) execution
hereof by the Borrower, the Guarantors, the Administrative Agent and the
Majority Lenders, and (b) the Administrative Agent’s receipt from 


 

















 


all required parties of
counterparts to the First Amendment to that certain Credit Agreement, dated as
of November 14, 2006, among (i) Fund American Companies, Inc., a
Delaware corporation, (ii) OneBeacon Insurance Group, Ltd., a company
existing under the laws of Bermuda, (iii) the lenders party thereto, and (iv) Bank
of America, N.A., as administrative agent for such lenders.


 


Section 3.                                          Continued
Validity of Loan Documents.  Except for the amendments to the Credit
Agreement set forth in Section 1 hereof, this Amendment shall not, by
implication or otherwise, limit, impair, constitute a waiver of or otherwise
affect any rights or remedies of the Administrative Agent or any Lender under
any of the Loan Documents, nor alter, modify, amend or in any way affect any of
the rights, remedies, obligations or any covenants of the Borrower or any
Guarantor contained in any of the other Loan Documents, all of which are
ratified and confirmed in all respects and shall continue in full force and
effect.


 


Section 4.                                          Representations
and Warranties.  Each of the
Borrower and the Guarantors (each, a “Loan Party”) hereby represents and
warrants to the Administrative Agent and the Lenders as follows:


 


(a)                                  Due
Execution and Authorization; Legal, Valid and Binding Obligation.  This Amendment has been duly executed and
delivered by such Loan Party.  The
execution and delivery and performance by such Loan Party of this Amendment is
within such Person’s corporate powers and has been duly authorized by all
necessary action on its part.  This
Amendment, the Credit Agreement as amended hereby and all other Loan Documents
to which such Person is a party constitute the legal, valid and binding
obligations of such Person, enforceable against such Person in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar Laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).


 


(b)                                 No
Legal Bar.  The execution and
delivery by such Loan Party of this Amendment and the performance by such
Person of this Amendment and the Credit Agreement as amended hereby, will not
violate any Requirement of Law or any Contractual Obligation of such Loan Party
or any of its Subsidiaries and will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law or any such Contractual Obligation, except
to the extent such violation or Lien could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


(c)                                  Representations
and Warranties in Loan Documents. 
All representations and warranties of each Loan Party set forth in the
Credit Agreement and in any other Loan Document are true and correct in all
material respects on and as of the date hereof to the same extent as though
made on and as of such date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date.


 


(d)                                 No
Default.  No Default or Event of
Default has occurred and is continuing.


 


2

















 


Section 5.                                          Ratification.  Except as expressly amended or waived hereby,
the Credit Agreement, the other Loan Documents and all documents, instruments
and agreements related thereto, are hereby ratified and confirmed in all
respects and shall continue in full force and effect.  The Credit Agreement, together with this
Amendment, shall be read and construed as a single agreement.  All references in the Loan Documents to the
Credit Agreement or any other Loan Document shall hereafter refer to the Credit
Agreement or any other Loan Document as amended hereby.


 


Section 6.                                          Counterparts;
Integration; Effectiveness.  This
Amendment may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier (or electronic mail (in PDF
format)) shall be effective as delivery of a manually executed counterpart of
this Amendment.


 


Section 7.                                          Miscellaneous.  This
Amendment constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes any prior understandings or agreements
which may have existed with respect thereto. 
Except as expressly provided herein, this Amendment shall not, by
implication or otherwise, limit, impair, constitute a waiver of or otherwise
affect any rights or remedies of the Administrative Agent or any Lender under
the Credit Agreement or the other Loan Documents, nor alter, modify, amend or
in any way affect any of the obligations or covenants contained in the Credit
Agreement or any of the other Loan Documents, all of which are ratified and
confirmed in all respects and shall continue in full force and effect.  To the extent there is any inconsistency
between the terms and provisions of any Loan Document and the terms and
provisions of this Amendment, the terms and provisions of this Amendment shall
govern.  The headings used in this
Amendment are for convenience of reference only and shall not in any way be
deemed to limit, define or describe the scope and intent of this Amendment or
any provision hereof.  This Amendment
shall be binding upon and inure to the benefit of the Administrative Agent,
each of the Lenders and each of the Loan Parties, and to each of their
respective successors in title and assigns. 
This Amendment may not be modified or amended except in a manner
permitted by Section 10.1 of the Credit Agreement.  In making proof of this Amendment, it shall
not be necessary to produce or account for more than one such counterpart.


 


Section 8.                                          Costs and Expenses. 
Pursuant to Section 10.5 of the Credit Agreement, all reasonable
out-of-pocket costs and expenses incurred or sustained by the Administrative
Agent in connection with this Amendment, including all Attorney Costs of the
Administrative Agent in producing, reproducing and negotiating this Amendment,
will be for the account of the Borrower whether or not this Amendment is
consummated.


 


Section 9.                                          Governing Law.  THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY).


 


3

















 


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


 


	
   

  	
  Borrower:

  
	
   

  	
   

  
	
   

  	
  WHITE MOUNTAINS INSURANCE GROUP,

  LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second
Amendment to Credit Agreement


 

















 


	
   

  	
  BANK OF AMERICA, N.A.,
  as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit Agreement


 

















 


	
   

  	
  BANK OF AMERICA, N.A.,
  as

  
	
   

  	
  a Lender, Issuing Lender and Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit Agreement


 

















 


	
   

  	
  LEHMAN BROTHERS BANK, FSB,
  as

  
	
   

  	
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit Agreement


 

















 


	
   

  	
  BNP PARIBAS, as

  
	
   

  	
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit Agreement


 

















 


	
   

  	
  THE BANK OF NEW YORK,
  as

  
	
   

  	
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit Agreement


 

















 


	
   

  	
  THE BANK OF TOKYO-MITSUBISHI UFJ.

  LTD., NEW YORK BRANCH, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit Agreement


 
















 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK

  BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit
Agreement


 

















 


	
   

  	
  HSBC BANK
  USA, N.A., as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit
Agreement


 

















 


	
   

  	
  JP MORGAN
  CHASE BANK, N.A.,
  as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit
Agreement


 

















 


	
   

  	
  MELLON
  BANK, N.A., as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit
Agreement


 

















 


	
   

  	
  PNC BANK, as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit
Agreement


 

















 


	
   

  	
  THE ROYAL
  BANK OF SCOTLAND,

  PLC, as a Lender

  
	
   

  	
   

  
	
   

  	
  By: GREENWICH CAPITAL
  MARKETS,

  INC., as agent for The Royal Bank of

  Scotland plc

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit
Agreement


 

















 


	
   

  	
  STATE
  STREET BANK AND TRUST

  COMPANY, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit
Agreement


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL

  ASSOCIATION, as a
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Second Amendment to Credit
Agreement


 

















 


RATIFICATION OF GUARANTY


 


Each of the undersigned
Guarantors hereby (a) acknowledges and consents to the foregoing Amendment
and the Borrower’s execution thereof, (b) joins the foregoing Amendment
for the sole purpose of consenting to and being bound by the provisions of
Sections 4 and 5 thereof and (c) ratifies and confirms all of their
respective obligations and liabilities under the Loan Documents to which any of
them is a party and ratifies and confirms that such obligations and liabilities
extend to and continue in effect with respect to, and continue to guarantee the
obligations of the Borrower under the Loan Documents.


 


	
   

  	
  WHITE
  MOUNTAINS HOLDINGS 

  BERMUDA LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LONE TREE
  INSURANCE GROUP LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LONE TREE
  HOLDINGS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


Second Amendment to Credit
Agreement