Exhibit 10.1


 


TERMINATION AGREEMENT


 


February 27, 2009


 


	
  To:

  	
  Montpelier
  Re Holdings Ltd.

  	
   

  
	
   

  	
  Montpelier
  House

  	
   

  
	
   

  	
  94 Pitts Bay
  Road

  	
   

  
	
   

  	
  Pembroke HM
  08

  	
   

  
	
   

  	
  Bermuda

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  William
  Pollett, Treasurer and Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  From:

  	
  Credit
  Suisse International

  	
   

  
	
   

  	
  One
  Cabot Square

  	
   

  
	
   

  	
  London
  E14 4QJ England

  	
   

  



 


This letter agreement (the “Termination Agreement”) relates to the Transactions (the “Transactions”) entered into between Credit Suisse
International (“CS”) and Montpelier Re Holdings
Ltd. (“Counterparty”), pursuant to (i) a
letter agreement dated May 31, 2006, as amended on December 6, 2007,
between CS and Counterparty (the “Confirmation”),
relating to an aggregate Number of Shares equal to 7,920,000 and (ii) a
Share Issuance Agreement dated May 31, 2006 among CS, Counterparty and
Credit Suisse Securities (USA) LLC, as collateral agent (the “SIA”).  Capitalized
terms used herein without definition shall have the meanings assigned to them
in the Confirmation or the SIA, as applicable.


 


1.  Termination of
Transactions.  The parties
agree that:


 


(a)                                  upon
the effectiveness of this Termination Agreement, all the Transactions shall be
terminated in their entirety;  and


 


(b)                                 effective upon payment
by CS to Counterparty of $32,000,000 and delivery by Counterparty to CS of
2,000,000 Shares (the “Settlement Shares”),
each on March 4, 2009 (the “Early Settlement Date”),
both CS and Counterparty shall have satisfied in full their obligations under
the Confirmation; and


 


(c)                                  effective upon
delivery by CS to Counterparty of 7,920,000 Shares on the Early Settlement
Date, CS shall have satisfied in full its obligations under the SIA.


 


2.  Representations and Warranties.


 


(a) Each party represents to the other party that:


 


(i)                 It
is duly organized and validly existing under the laws of the jurisdiction of
its organization or incorporation and, if relevant under such laws, in good
standing.


 


(ii)              It
has the power to execute and deliver this Termination Agreement and to perform
its obligations under this Termination Agreement and has taken all necessary
action to authorize such execution, delivery and performance.


 


(iii)           Such
execution, delivery and performance do not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to it or any of
its assets or any contractual restriction binding on or affecting it or any of
its assets.


 

















 


(iv)          All
governmental and other consents that are required to have been obtained by it
with respect to this Termination Agreement have been obtained and are in full
force and effect and all conditions of any such consents have been complied
with.


 


(v)             Its
obligations under this Termination Agreement constitute its legal, valid and
binding obligations, enforceable in accordance with their respective terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or
similar laws affecting creditors’ rights generally and subject, as to
enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law)).


 


(b) CS represents to, and agrees with, Counterparty that the
Settlement Shares shall be used solely to satisfy its obligations under the SIA.


 


3.  Counterparts.  This Termination Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if all of the signatures thereto and hereto were upon the same
instrument.


 


4.  Waiver of Trial by Jury. 
EACH OF COUNTERPARTY AND CS HEREBY IRREVOCABLY
WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON
BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS TERMINATION AGREEMENT OR THE ACTIONS OF
COUNTERPARTY OF ITS AFFILIATES OR CS OR ITS AFFILIATES IN THE NEGOTIATION,
PERFORMANCE OR ENFORCEMENT HEREOF.


 


5.  Governing Law.  THIS TERMINATION AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.  THE PARTIES HERETO
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN
CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE
LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE
COURTS.


 

















 


Please confirm that the foregoing correctly
sets forth the terms of our agreement by executing this Termination Agreement
and returning it in the manner indicated in the attached cover letter.


 


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, NEW YORK BRANCH,

  AS AGENT FOR CREDIT SUISSE

  INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE SECURITIES (USA) LLC,
 AS COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and
  Accepted By:

  	
   

  
	
   

  	
   

  
	
  MONTPELIER
  RE HOLDINGS LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title: