Exhibit 10.51


 


SHARE PURCHASE AGREEMENT (this “Agreement”)
dated as of February [26], 2010, among WLR RECOVERY FUND II L.P., a
Delaware limited partnership (“Fund II”), WLR RECOVERY FUND III L.P., a
Delaware limited partnership (“Fund III” and, together with Fund II, the
“Funds”), WILBUR L. ROSS, JR., an individual (“Mr. Ross” and,
together with the Funds, the “Selling Stockholders”), and MONTPELIER RE
HOLDINGS LTD., a Bermuda corporation (the “Company”).


 


WHEREAS the Company desires to purchase from
Fund II, and Fund II desires to sell to the Company, 655,172 shares of common
stock, par value U.S. 1/6 cent per share (the “Fund II Shares”), of the
Company; and


 


WHEREAS the Company desires to purchase from
Fund III, and Fund III desires to sell to the Company, 6,241,380 shares of
common stock, par value U.S. 1/6 cent per share (the “Fund III Shares”
and, together with the Fund II Shares, the “Fund Shares”), of the
Company; and


 


WHEREAS the Company desires to purchase from Mr. Ross,
and Mr. Ross desires to sell to the Company, 1,250 shares of common stock,
par value U.S. 1/6 cent per share (the “Ross Shares” and, together with
the Fund Shares, the “Shares”), of the Company;


 


NOW, THEREFORE, the Selling Stockholders and
the Company hereby agree as follows:


 


ARTICLE I


 


Purchase and Sale of Shares; Effective Time


 


SECTION 1.01.  Purchase and Sale of Shares.  Upon the terms and subject to the conditions
of this Agreement, each Selling Stockholder shall sell, transfer and deliver or
cause to be sold, transferred and delivered to the Company, and the Company
shall purchase from each Selling Stockholder, the Shares of such Selling
Stockholder at a price equal to $19.00 per share (the “Per Share Purchase
Price”), which shall result in an aggregate purchase price of $12,448,268,
$118,586,220 and $23,750 for the Fund II Shares, the Fund III Shares and the
Ross Shares, respectively (each, the “Respective Aggregate Purchase Price”).  The total aggregate payment by the Company
shall be $131,058,238, payable as set forth below in Section 1.04(c).


 


SECTION 1.02.  Termination of Registration Rights.  The Registration Rights Agreement dated as of
May 25, 2006, among the Company and the Funds (the “Registration Rights
Agreement”) is hereby terminated in its entirety and shall be of no further
force and effect.


 


SECTION 1.03.  Effective Time.  The purchase and sale of the Shares shall occur
simultaneously with the execution of this Agreement by all parties hereto, on 


 

















 


the date hereof at or around 9:00 a.m.
(Eastern time) (the “Effective Time”). 
The date on which the Effective Time occurs is referred to in this
Agreement as the “Effective Date.”


 


SECTION 1.04.  Transactions to Occur at the Effective
Time.  At the Effective Time:


 


(a) Each Fund (i) shall deliver or
cause to be delivered to the Company certificates representing the Shares of
such Fund, duly endorsed in blank or accompanied by stock powers duly endorsed
in blank, in proper form for transfer, with appropriate transfer stamps, if
any, affixed and (ii) shall duly sign and execute the Secretary’s
Certificate, attached hereto as Exhibit A.


 


(b) Mr. Ross shall duly sign and
execute (i) the Wilbur Ross Statement, attached hereto as Exhibit B,
and (ii) the Resignation Letter, attached hereto as Exhibit C.


 


(c) The Company shall deliver to each
Selling Stockholder, by wire transfer to a bank account designated in writing
by each of the Selling Stockholders (such designations to be made at least one
business day prior to the closing date), immediately available funds in an
amount equal to the Respective Aggregate Purchase Price for the Shares of such
Selling Stockholder.


 


ARTICLE II


 


Representations and Warranties Relating to Each Fund and the Fund
Shares


 


Each Fund hereby represents and warrants to
the Company as follows:


 


SECTION 2.01.  Organization, Standing and Power.  Such Fund is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware.


 


SECTION 2.02.  Authority; Execution and Delivery;
Enforceability.  Such Fund has full
power and authority to execute this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby.  All limited partnership acts and other
proceedings required to be taken by such Fund to authorize the execution,
delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly and properly taken.  This Agreement has been duly executed and
delivered by such Fund and constitutes a legal, valid and binding obligation of
such Fund, enforceable against such Fund in accordance with its terms.


 


SECTION 2.03.  No Conflicts; Consents.  The execution and delivery by such Fund of
this Agreement do not and the consummation of the transactions contemplated
hereby and compliance with the terms hereof will not, conflict with, or result
in any violation of or default (with or without notice or lapse of time, or
both) under, any provision of (i) the limited partnership agreement or
other governing documents of such Fund, (ii) any contract, commitment,
agreement or arrangement to which such Fund is a party or by which any of the Fund
Shares are bound or (ii) any 


 


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judgment, order or decree, or statute, law,
ordinance, rule or regulation applicable to such Fund or the Fund Shares.  No consent, approval, license, permit, order
or authorization of, or registration, declaration or filing with, any governmental
entity is required to be obtained or made by or with respect to such Fund in
connection with the execution, delivery and performance of this Agreement or
the consummation of the transactions contemplated hereby.


 


SECTION 2.04.  Title; Certificates Suitable for Transfer.  Such Fund has good and valid title to the Fund
Shares to be sold by it pursuant to this Agreement, free and clear of any
liens, claims, encumbrances, security interests, options, charges and
restrictions of any kind.  Upon delivery
to the Company at the Effective Time of certificates representing such Fund
Shares, duly endorsed by such Fund for transfer to the Company, and upon such Fund’s
receipt of the Respective Aggregate Purchase Price, good and valid title to such
Fund Shares will pass to the Company, free and clear of any liens, claims,
encumbrances, security interests, options, charges and restrictions of any
kind, other than those arising from acts of the Company or its affiliates.  Other than this Agreement and the
Registration Rights Agreement, such Fund Shares are not subject to any voting
trust agreement or other contract, agreement, arrangement, commitment or
understanding, including any such agreement, arrangement, commitment or
understanding restricting or otherwise relating to the voting, dividend rights
or disposition of the Fund Shares.


 


ARTICLE III


 


Representations and Warranties Relating to Mr. Ross and the Ross
Shares


 


Mr. Ross hereby represents and warrants
to the Company as follows:


 


SECTION 3.01.  Authority; Execution and Delivery;
Enforceability.  Mr. Ross has the requisite capacity to
enter into this Agreement, to perform his obligations hereunder and to
consummate the transactions contemplated hereby.  This Agreement has been duly executed and
delivered by Mr. Ross and constitutes a legal, valid and binding
obligation of Mr. Ross, enforceable against Mr. Ross in accordance
with its terms.


 


SECTION 3.02.  No Conflicts; Consents.  The execution and delivery of this Agreement
by Mr. Ross do not, and the consummation of the transactions contemplated
hereby and compliance with the terms hereof will not, conflict with, or result
in any violation of or default (with or without notice or lapse of time, or
both) under, any provision of (i) any contract, commitment, agreement or
arrangement to which Mr. Ross is a party or by which any of the Ross Shares
are bound or (ii) any judgment, order or decree, or statute, law,
ordinance, rule or regulation applicable to Mr. Ross or the Ross
Shares.  No consent, approval, license,
permit, order or authorization of, or registration, declaration or filing with,
any governmental entity is required to be obtained or made by or with respect
to Mr. Ross in connection with the execution, delivery and performance of
this Agreement or the consummation of the transactions contemplated hereby.


 


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SECTION 3.03.  Title; Certificates Suitable for Transfer.  Mr. Ross has good and valid title to the
Ross Shares, free and clear of any liens, claims, encumbrances, security
interests, options, charges and restrictions of any kind.  Upon delivery to the Company at the Effective
Time of certificates representing the Ross Shares, and upon the receipt of the
Respective Aggregate Purchase Price by Mr. Ross, good and valid title to the
Ross Shares will pass to the Company, free and clear of any liens, claims,
encumbrances, security interests, options, charges and restrictions of any
kind, other than those arising from acts of the Company or its affiliates.  Other than this Agreement and the
Registration Rights Agreement, the Ross Shares are not subject to any voting
trust agreement or other contract, agreement, arrangement, commitment or
understanding, including any such agreement, arrangement, commitment or
understanding restricting or otherwise relating to the voting, dividend rights
or disposition of the Ross Shares.


 


ARTICLE IV


 


Representations and Warranties of Each Selling Stockholder


 


Each Selling Stockholder hereby represents
and warrants to the Company as follows:


 


SECTION 4.01.  Investment Decision; No Reliance.  Such Selling Stockholder has received, has
had ample opportunity to review and has reviewed a copy of this Agreement and
such other documents and information as it or he has deemed appropriate to make
its or his own analysis and decision to enter into this Agreement.  Such Selling Stockholder has independently,
and without reliance upon the Company, made the decision to sell the Shares
pursuant to the terms hereof.  It is
hereby expressly understood and agreed by such Selling Stockholder that none of
the Company or any of its affiliates makes any representation or warranty
whatsoever with respect to the business, condition (financial or otherwise),
properties, prospects, status or affairs of the Company or its affiliates, or
with respect to the value of any of the shares being sold hereunder.  The Company is relying on this representation
in entering into this Agreement and would not do so in the absence of this
representation.


 


SECTION 4.02.  Brokers or Finders.  Each
Selling Stockholder represents, as to itself and its affiliates, that no agent,
broker, investment banker or other firm or person is or will be entitled to any
broker’s or finder’s fee or any other commission or similar fee in connection
with any of the transactions contemplated by this Agreement.


 


ARTICLE V


 


Representations and Warranties of the Company


 


The Company hereby represents and warrants to
the Selling Stockholders as follows:


 


SECTION 5.01.  Organization and Standing; Books and
Records.  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of Bermuda.


 


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SECTION 5.02.  Authority.  The Company has all requisite corporate power
and authority to enter into this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby.  All corporate acts and other proceedings
required to be taken by the Company to authorize the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly and properly taken.  This Agreement has been duly executed and
delivered by the Company and constitutes a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms.


 


SECTION 5.03.  No Conflicts; Consents.  The execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof shall not, conflict with, or result in any
violation of or default (with or without notice or lapse of time, or both)
under, any provision of (i) the Certificate of Incorporation or By-laws of
the Company or the comparable governing instruments of any subsidiary of the
Company, (ii) any note, bond, mortgage, indenture, deed of trust, license,
lease, contract, commitment, agreement or arrangement to which the Company or
any subsidiary of the Company is a party or by which any of their respective
properties or assets are bound, or (iii) any judgment, order, or decree,
or statute, law, ordinance, rule or regulation applicable to the Company
or any subsidiary of the Company or their respective properties or assets.  No consent, approval, license, permit, order
or authorization of, or registration, declaration or filing with, any governmental
entity is required to be obtained or made by or with respect to the Company or
any of its subsidiaries or their respective affiliates in connection with the
execution, delivery and performance of this Agreement or the consummation of
the transactions contemplated hereby.


 


ARTICLE VI


 


Covenants


 


SECTION 6.01.  Further Assurances.  From time to time, as and when requested by
either party hereto, the other party shall execute and deliver, or cause to be
executed and delivered, all such documents and instruments and shall take, or
cause to be taken, all such further or other actions, as such other party may
reasonably deem necessary or desirable to consummate the transactions
contemplated by this Agreement.


 


SECTION 6.02.  Expenses.  Whether or not the transactions contemplated
hereby are consummated, and except as otherwise specifically provided in this
Agreement, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such costs or expenses.


 


ARTICLE VII


 


General Provisions


 


SECTION 7.01.  Assignment.  This Agreement and the rights and obligations
hereunder shall not be assignable or transferable by the Company or the 


 


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Selling Stockholders without the prior written
consent of the other parties hereto.  Any
attempted assignment in violation of this Section 7.01 shall be void.


 


SECTION 7.02.  No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the
parties hereto and their permitted assigns and nothing herein expressed or
implied shall give or be construed to give to any person, other than the
parties hereto and such assigns, any legal or equitable rights hereunder.


 


SECTION 7.03.  Amendments.  No amendment, modification or waiver in
respect of this Agreement shall be effective unless it shall be in writing and
signed by all parties hereto.


 


SECTION 7.04.  Interpretation.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


SECTION 7.05.  Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.


 


SECTION 7.06.  Entire Agreement.  This Agreement contains the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.  No party shall be liable
or bound to any other party in any manner by any representations, warranties or
covenants relating to such subject matter except as specifically set forth
herein.


 


SECTION 7.07.  Severability.  If any provision of this Agreement (or any
portion thereof) or the application of any such provision (or any portion
thereof) to any person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof (or the remaining portion thereof) or the application of such provision
to any other persons or circumstances.


 


SECTION 7.08.  Consent to Jurisdiction.  The Company and the Selling Stockholders
irrevocably submit to the exclusive jurisdiction of (a) the Supreme Court
of the State of New York, New York County, and (b) the United States
District Court for the Southern District of New York, for the purposes of any
suit, action or other proceeding arising out of this Agreement or any
transaction contemplated hereby.  The
Company and the Selling Stockholders agree to commence any action, suit or
proceeding relating hereto either in the United States District Court for the
Southern District of New York or if such suit, action or other proceeding may
not be brought in such court for jurisdictional reasons, in the Supreme Court
of the State of New York, New York County. 
The Company and the Selling Stockholders further agree that service of
any process, summons, notice or document by U.S. registered mail to such party’s
respective address set forth above shall be effective service of process for
any action, suit or proceeding in 


 


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New York with respect to any matters to which
it has submitted to jurisdiction in this Section 7.09.  The Company and the Selling Stockholders
irrevocably and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in (i) the Supreme Court of the State of
New York, New York County, or (ii) the United States District Court for
the Southern District of New York, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.


 


SECTION 7.09.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed entirely within such State,
without regard to the conflicts of law principles of such State.


 


SECTION 7.10.  Waiver of Jury Trial.  EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT.  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 7.11.


 


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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as
of the date first written above.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Wilbur
  L. Ross, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WLR
  RECOVERY FUND II L.P.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WLR
  RECOVERY FUND III L.P.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MONTPELIER
  RE HOLDINGS LTD.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


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