Exhibit 10.1


 


AMENDMENT AND RESTATEMENT AGREEMENT


 


dated March 24, 2009


 


for


 


MONTPELIER REINSURANCE LTD.


as Company


MONTPELIER RE HOLDINGS LTD.


as Parent


MONTPELIER CAPITAL LIMITED


as Account Party


 


with


 


THE ROYAL BANK OF SCOTLAND PLC AND ING
BANK N.V., LONDON BRANCH


as Original Lenders and Mandated Lead Arrangers


 


and


 


THE ROYAL BANK OF SCOTLAND PLC


acting as Agent and Security Trustee


 


relating to a
standby letter of credit facility agreement dated 21 June 2007


(as amended on 26 June 2007
and as further amended and restated on 27 October 2008)


 


 


Linklaters LLP


 

















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions and interpretation

  	
   

  	
  1

  
	
  2.

  	
  Conditions precedent

  	
   

  	
  2

  
	
  3.

  	
  Representations

  	
   

  	
  2

  
	
  4.

  	
  Amendment

  	
   

  	
  2

  
	
  5.

  	
  Transaction expenses

  	
   

  	
  3

  
	
  6.

  	
  Fees

  	
   

  	
  3

  
	
  7.

  	
  Miscellaneous

  	
   

  	
  3

  
	
  8.

  	
  Governing law

  	
   

  	
  3

  



 


THE SCHEDULES


 


	
  SCHEDULE

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1 Conditions precedent

  	
   

  	
  4

  
	
  SCHEDULE 2 Form of Amended Agreement

  	
   

  	
  6

  



 

















 


THIS AGREEMENT is
dated March 24, 2009 and made between:


 


(1)                            MONTPELIER REINSURANCE LTD. as
company (the “Company”);


 


(2)                            MONTPELIER RE HOLDINGS LTD. as parent
(the “Parent”);


 


(3)                            MONTPELIER CAPITAL LIMITED as account
party (the “Account Party”);


 


(4)                            THE ORIGINAL LENDERS as defined in
the Original Facility Agreement;


 


(5)                            THE ROYAL BANK OF SCOTLAND PLC and
ING BANK N.V., LONDON BRANCH as mandated lead arrangers (whether acting
together or individually, the “Arranger”);


 


(6)                            THE ROYAL BANK OF SCOTLAND PLC as
agent of the Finance Parties (the “Agent”);
and


 


(7)                            THE ROYAL BANK OF SCOTLAND PLC as
security trustee of the Finance Parties (the “Security
Trustee”).


 


IT IS AGREED as
follows:


 


1.                              DEFINITIONS AND
INTERPRETATION


 


1.1                        Definitions


 


In this Agreement:


 


“Amended Agreement” means the Original
Facility Agreement, as amended and restated in the form set out in Schedule 2 (Form of Amended Agreement).


 


“Effective Date” means the date of the
notification by the Agent under Clause 2 (Conditions
precedent).


 


“Existing Letter of Credit” means the £105,000,000 Letter of
Credit number T403936 issued by The Royal Bank of Scotland plc on 26 November 2008.


 


“Original Facility Agreement” means the
£110,000,000 standby letter of credit facility agreement dated 21 June 2007
between, amongst others, the Company, the Parent, the Account Party, the
Original Lenders, the Agent and the Security Trustee, as amended on 26 June 2007
and as further amended and restated on 27 October 2008.


 


“Party” means a party to this Agreement.


 


1.2                        Incorporation of
defined terms


 


(a)                            Unless a contrary indication appears,
terms defined in the Original Facility Agreement have the same meaning in this
Agreement.


 


(b)                           The principles of construction set
out in the Original Facility Agreement shall have effect as if set out in this
Agreement.


 


1.3                        Third Party Rights


 


A person who is not
a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to
enforce or to enjoy the benefit of any term of this Agreement.


 


1

















 


1.4                        Designation


 


In accordance with
the Original Facility Agreement, each of the Company and the Agent designate
this Agreement as a Finance Document.


 


2.                              CONDITIONS
PRECEDENT


 


The provisions of
Clause 4 (Amendment) shall be
effective only if, on the date of this Agreement  the
Agent has received all the documents and other evidence listed in Schedule 1 (Conditions precedent) in form and
substance satisfactory to the Agent. The Agent shall notify the Company and the
Lenders promptly upon being so satisfied.


 


3.                              REPRESENTATIONS


 


3.1                        Original Facility Agreement


 


Each Obligor makes
the Repeating Representations by reference to the facts and circumstances
existing:


 


(a)                                   on the date of this Agreement; and


 


(b)                                  on the Effective Date,


 


save that
references in Clause 17 (Representations)
of the Original Facility Agreement to “the Finance Documents” shall also
include this Agreement and, on the Effective Date, the Amended Agreement.


 


3.2                        Validity of Security


 


The Company
represents and warrants to the Agent and the Security Trustee on the date of
this Agreement and on the Effective Date that the Security given by it to the
Security Trustee pursuant to the Security Agreement and the Control Agreement
shall continue in full force and effect and, on and from the Effective Date,
shall continue to secure the Secured Obligations.


 


4.                              AMENDMENT


 


4.1                        Amendment


 


With effect from
the Effective Date the Original Facility Agreement shall be amended and
restated in the form set out in Schedule 2 (Form of
Amended Agreement).


 


4.2                        Continuing obligations


 


(a)                           The provisions of the Original
Facility Agreement and the other Finance Documents shall, save as amended by
this Agreement, continue in full force and effect.


 


(b)                           Nothing in this Agreement, the
Amended Agreement or any other document entered into in connection with this
Agreement or the Amended Agreement shall affect or invalidate the discharge,
performance, payment or satisfaction on or prior to the date of this Agreement
of any matter, action, requirement, obligation or liability arising under on in
respect of the Original Facility Agreement and/or any Finance Document connected
with it.


 


2

















 


5.                              TRANSACTION
EXPENSES


 


The
Company shall promptly on demand reimburse the Agent for the amount of all
costs and expenses (including legal fees) reasonably incurred by the Agent in
connection with the negotiation, preparation, printing and execution of this
Agreement and any other documents referred to in this Agreement.


 


6.                              FEES


 


6.1                        Facility fee


 


The
Company shall pay to the Original Lenders a facility fee in the amount and at
the times agreed in a Fee Letter.


 


6.2                        Commitment fee


 


The
commitment fee payable pursuant to Clause 10.1 (Commitment
fee) of the Original Facility Agreement will be payable by the
Company to the Effective Date. The Company will pay accrued commitment fee in
sterling on the Effective Date in respect of the period from the last day of
the most recent successive interest period of three months to the Effective
Date. With effect from the Effective Date, commitment fee will be payable in
accordance with Clause 10.1 (Commitment fee)
of the Amended Agreement.


 


6.3                        Letter of Credit Fee


 


The Letter of
Credit Fee payable pursuant to Clause 10.2 (Letter of Credit Fee)
of the Original Facility Agreement will be payable by the Company to the
Effective Date. The Company will pay accrued Letter of Credit Fee in sterling
on the Effective Date in respect of the period from the last day of the most
recent successive interest period of three months to the Effective Date. With
effect from the Effective Date, Letter of Credit Fee will be payable in
accordance with Clause 10.2 (Letter of Credit Fee)
of the Amended Agreement.


 


7.                              MISCELLANEOUS


 


7.1                        Incorporation of terms


 


The provisions of
Clause 30 (Notices) and Clause 37
(Enforcement) of the Original
Facility Agreement shall be incorporated into this Agreement as if set out in
full in this Agreement and as if references in those clauses to “this Agreement”
are references to this Agreement.


 


7.2                        Counterparts


 


This Agreement may
be executed in any number of counterparts, and this has the same effect as if
the signatures on the counterparts were on a single copy of this Agreement.


 


8.                              GOVERNING LAW


 


This Agreement and
any non-contractual obligations arising out of or in connection with it are
governed by English law.


 


This Agreement has been entered
into on the date stated at the beginning of this Agreement.


 


3

















 


SCHEDULE 1


 


CONDITIONS
PRECEDENT


 


1.                              Obligors


 


(a)                            A copy of the constitutional
documents of each Obligor or a certificate of an authorised signatory of each
relevant Obligor certifying that the constitutional documents previously
delivered to the Agent for the purposes of the Original Facility Agreement have
not been amended and remain in full force and effect.


 


(b)                           A copy of a resolution of the board
of directors of each Obligor:


 


(i)                                      approving the terms of, and the
transactions contemplated by, this Agreement and, if applicable, the Fee Letter
and resolving that it execute this Agreement and, if applicable, the Fee
Letter; and


 


(ii)                                   authorising a specified person or
persons to execute this Agreement and, if applicable, the Fee Letter on its
behalf.


 


(c)                            A specimen of the signature of each
person authorised by the resolution referred to in paragraph (b) above,
where not already held by the Agent.


 


(d)                           A certificate of the Company (signed
by a director) confirming that borrowing the Total Commitments (as defined in
the Amended Agreement) would not cause any borrowing or similar limit binding
on it to be exceeded.


 


(e)                            A certificate of an authorised
signatory of the relevant Obligor certifying that each copy document relating
to it specified in this paragraph 1 of Schedule 1 is a correct and complete
copy of the original and the original document is in full force and effect as
at a date no earlier than the date of this Agreement.


 


(f)                              In relation to each Obligor
incorporated in Bermuda, a certificate of compliance in form and substance
satisfactory to the Agent.


 


2.                              Legal opinions


 


(a)                            A legal opinion of Linklaters LLP,
legal advisers to the Arranger, the Security Trustee and the Agent in England,
substantially in the form distributed to the Original Lenders prior to signing
this Agreement.


 


(b)                           A legal opinion of Mello Jones &
Martin, legal advisers to the Arranger, the Security Trustee and the Agent in
Bermuda, substantially in the form distributed to the Original Lenders prior to
signing this Agreement.


 


(c)                            A legal opinion of Cravath, Swaine &
Moore LLP, legal advisers to the Company, substantially in the form distributed
to the Original Lenders prior to signing this Agreement.


 


3.                              Other documents and evidence


 


(a)                            A copy of this Agreement and the Fee
Letter, duly executed by the Obligors.


 


4

















 


(b)                           A copy of any other Authorisation or
other document, opinion or assurance which the Agent considers to be necessary
or desirable (if it has notified the Company accordingly) in connection with
the entry into and performance of the transaction contemplated by this
Agreement or for the validity and enforceability of this Agreement.


 


(c)                            Evidence that the fees, costs and
expenses then due from the Company pursuant to Clause 5 (Transaction expenses) and Clause 6 (Fees) have been paid or will be paid on or
before the Effective Date.


 


(d)                           A statement provided by the Bank of
New York in relation to the value of the collateral in the Collateral Account
as at the date of the acknowledgement referred to in paragraph (e) below.


 


(e)                            A copy of a notice signed by the
Company and an acknowledgement by the Bank of New York in relation to the
increase of the Total Commitments.


 


(f)                              An acknowledgment and reaffirmation
of the Security Documents signed by the Company in relation to the increase in
the Total Commitments.


 


5

















 


SCHEDULE 2


 


FORM OF
AMENDED AGREEMENT


 


6

















 


SIGNATURES


 


	
  The
  Company

  	
   

  
	
   

  	
   

  
	
  /s/ MONTPELIER
  REINSURANCE LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The
  Parent

  	
   

  
	
   

  	
   

  
	
  /s/ MONTPELIER RE
  HOLDINGS LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The
  Account Party

  	
   

  
	
   

  	
   

  
	
  /s/ MONTPELIER
  CAPITAL LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The
  Original Lenders

  	
   

  
	
   

  	
   

  
	
  /s/ THE ROYAL
  BANK OF SCOTLAND PLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ ING BANK
  N.V., LONDON BRANCH

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The
  Arranger

  	
   

  
	
   

  	
   

  
	
  /s/ THE ROYAL
  BANK OF SCOTLAND PLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ ING BANK
  N.V., LONDON BRANCH

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The
  Agent

  	
   

  
	
   

  	
   

  
	
  /s/ THE ROYAL
  BANK OF SCOTLAND PLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The
  Security Trustee

  	
   

  
	
   

  	
   

  
	
  /s/ THE ROYAL
  BANK OF SCOTLAND PLC

  	
   

  



 


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