EX-10.1






Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT




THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of the 7th day of January, 2011 (this
“Amendment”), is entered into by and among Alterra Holdings Limited, a Bermuda company
resulting from the amalgamation of Amalco Sub and Harbor Point Limited (the “Amalgamated
Company”), Alterra Bermuda Limited (f/k/a Harbor Point Re Limited), a Bermuda company resulting
from the amalgamation of Alterra Insurance Limited and Harbor Point Re Limited (“Alterra
Bermuda”), Alterra USA Holdings Limited (f/k/a Harbor Point U.S. Holdings, Inc.), a Delaware
corporation resulting from the merger of Alterra USA Holdings Limited and Harbor Point U.S.
Holdings, Inc. (“Alterra USA”) and Alterra Reinsurance USA Inc. (f/k/a Harbor Point
Reinsurance U.S., Inc.), a Connecticut insurance company (“Alterra Reinsurance USA”, and,
together with the Amalgamated Company, Alterra Bermuda and Alterra USA, each a “Borrower”
and collectively the “Borrowers”), various financial institutions which are parties hereto
(the “Lenders”), Bank of America, N.A., as fronting bank (in such capacity, the
“Fronting Bank”), Bank of America, N.A., as letter of credit administrator (in such
capacity, the “L/C Administrator”) and Bank of America, N.A., as administrative agent for
the Lenders (in such capacity, the “Administrative Agent”).



R E C I T A L S




WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to the Amended
and Restated Credit Agreement, dated as of June 12, 2007 (as amended, restated, supplemented or
modified from time to time and in effect on the date hereof, the “Credit Agreement”); and



WHEREAS, the parties desire to amend the Credit Agreement on the terms set forth herein;



NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
the parties hereby 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 AMENDMENTS TO CREDIT AGREEMENT. Effective on, and subject to the occurrence
of the Third Amendment Effective Date (as defined below), the Credit Agreement shall be amended as
follows:




2.1 Amendment to Section 1.



(a) The following definition is added to the Credit Agreement in proper alphabetical order:



“Alterra Reinsurance USA” means Alterra Reinsurance USA Inc., a Connecticut
insurance company.



(b) The definition of “HPRe US” is deleted and each reference in any Loan Document (including
any exhibit, schedule or annex thereto) to “HPRe US” or “Harbor Point Reinsurance U.S., Inc.” shall
be deemed to be a reference to “Alterra Reinsurance USA”.




2.2 Amendment to Section 6.01(a)(i). Clause (C) of Section 6.01(a)(i) is
deleted, and the comma appearing before clause 6.01(a)(i)(B) is replaced with the word
“and”.




2.3 Amendment to Section 6.01(a)(ii). Clause (C) of Section 6.01(a)(ii) is
deleted, and the comma appearing before clause 6.01(a)(ii)(B) is replaced with the word
“and”.



SECTION 3 REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders, the
Fronting Bank, the L/C Administrator and the Administrative Agent to execute and deliver this
Amendment, each of the Borrowers represents and warrants to each such Person 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 representations and warranties of the Borrowers contained in Article V
of the Credit Agreement and the other Loan Documents are true and correct in all
material respects as of the Third Amendment Effective Date, with the same effect as
though made on such date (unless stated to relate solely to an earlier date, in
which case such representations and warranties shall be true and correct in all
material respects as of such earlier date).



SECTION 4 CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective as of
the date (the “Third Amendment Effective Date”) when the Administrative Agent shall have received
the following:




4.1 Amendment. Executed counterparts of this Amendment executed by the
Borrowers, the Administrative Agent and the Required Lenders.




4.2 Fees and Expenses. Unless waived by the Administrative Agent, the
Borrowers shall have paid all reasonable and documented legal fees and expenses of counsel
to the Administrative Agent and all reasonable out-of-pocket expenses of the Administrative
Agent, in each case in connection with the preparation, negotiation, execution and delivery
of this Amendment to the extent invoiced prior to or on the Third Amendment Effective Date.




4.3 Alterra Capital Credit Agreement Amendment. An amendment to the Alterra
Capital Credit Agreement in substantially the same form as this Amendment shall have been
executed and delivered by Alterra Capital, Alterra Bermuda, and the conditions to
effectiveness set forth in Section 4 thereof (other than the conditions relating to the
effectiveness of this Amendment) shall have been satisfied.



SECTION 5 GENERAL.




5.1 Full Force and Effect. From and after the Third Amendment Effective Date,
the Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. Each other Loan Document remains in full force and
effect, and by execution hereof each Borrower reaffirms its obligations under the Credit
Agreement and each other Loan Document to which it is a party. From and after the Third
Amendment Effective Date, any reference to the Credit Agreement or any of the other Loan
Documents in any Loan Document shall refer to the Credit Agreement and Loan Documents as
amended hereby. This Amendment is limited as specified and shall not constitute or be
deemed to constitute an amendment, modification or waiver of any provision of the Credit
Agreement except as expressly set forth herein. This Amendment shall constitute a Loan
Document under the terms of the Credit Agreement.




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. Delivery of an executed signature page
of this Amendment by facsimile transmission or electronic “.pdf” file shall be effective as
delivery of a manually executed counterpart hereof.



SECTION 6 GOVERNING LAW; ENTIRE AGREEMENT. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Amendment constitutes the
entire understanding among the parties hereto with respect to the subject matter hereof and
supercedes any prior agreements with respect thereto.



[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly
authorized officers as of the date first above written.




ALTERRA HOLDINGS LIMITED




By:       

Name: Peter A. Minton

Title: President





ALTERRA BERMUDA LIMITED




By:

Name: Andrew Cook

Title: President





ALTERRA REINSURANCE USA INC.




By:

Name: Thomas C. Wafer

Title: President





ALTERRA USA HOLDINGS LIMITED




By:

Name: Thomas C. Wafer

Title: Executive Vice President



BANK OF AMERICA, N.A., as


Administrative Agent, Fronting Bank, L/C
Administrator and Lender




By:

Name:

Title:




1




DEUTSCHE BANK AG NEW YORK BRANCH, as Fronting Bank




and Lender




By:

Name:

Title:





By:

Name:

Title:




2




ING BANK N.V., LONDON BRANCH, as Lender




By:

Name:

Title:





By:

Name:

Title:




3




THE BANK OF NEW YORK MELLON, as Lender




By:

Name:

Title:




4




CITIBANK, N.A., as Lender




By:

Name:

Title:




5




CREDIT SUISSE AG, NEW YORK BRANCH, F/K/A CREDIT
SUISSE, NEW YORK BRANCH, as Lender




By:

Name:

Title:





By:

Name:

Title:




6




WELLS FARGO BANK, NATIONAL ASSOCIATION ( SUCCESSOR BY




MERGER TO WACHOVIA BANK, NATIONAL ASSOCIATION), as
Lender




By:

Name:

Title:




7




CREDIT AGRICOLE CORPORATE & INVESTMENT BANK (f/k/a




CALYON NEW YORK BRANCH), as Lender




By:

Name:

Title:





By:

Name:

Title:




8




ROYAL BANK OF SCOTLAND NV (f/k/a ABN AMRO BANK N.V.),




as Lender




By:

Name:

Title:





By:

Name:

Title:




9




BAYERISCHE LANDESBANK, NEW YORK BRANCH, as Lender




By:

Name:

Title:





By:

Name:

Title:




10




BNP PARIBAS, as Lender




By:

Name:

Title:





By:

Name:

Title:




11




COMERICA BANK, as Lender




By:

Name:

Title:




12




HSBC BANK USA, N.A., as Lender




By:

Name:

Title:




13




LLOYDS TSB BANK PLC, as Lender




By:

Name:

Title:





14