Exhibit 10.1


 


[EXECUTION COPY]


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


This FIRST AMENDMENT TO CREDIT AGREEMENT,
dated as of April 8, 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. 
As used herein “Lender Group” means collectively, each Lender and its
Affiliates who are Lenders.


 


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 (i) thirty-seven and one half of one percent (37.5%)
for any fiscal quarter ending prior to November 14, 2008 and (ii) thirty-five
percent (35%) for any fiscal quarter ending on or after November 14, 2008.”


 

















 


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, for the
account of each Lender consenting to this Amendment, a work fee in the amount
of $5,000 per such Lender and its Affiliates who are Lenders, which fee shall
be deemed fully earned and non-refundable upon receipt thereof.


 


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.


 


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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).


 


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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:

  



 


First Amendment to Credit
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  BANK OF
  AMERICA, N.A., as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


First Amendment to Credit
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  BANK OF AMERICA,
  N.A., as

  
	
   

  	
  a Lender, Issuing Lender
  and Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  LEHMAN
  BROTHERS BANK, FSB, as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  BNP
  PARIBAS, as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  THE BANK
  OF NEW YORK, as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  THE BANK
  OF TOKYO-MITSUBISHI UFJ. 

  LTD., NEW YORK BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  DEUTSCHE
  BANK AG NEW YORK 

  BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


First Amendment to Credit
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  HSBC BANK
  USA, N.A., as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  JP MORGAN
  CHASE BANK, N.A., as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  MELLON
  BANK, N.A., as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  PNC BANK, as

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  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:

  



 


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  STATE
  STREET BANK AND TRUST 

  COMPANY, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  WELLS
  FARGO BANK, NATIONAL 

  ASSOCIATION, as a Lender

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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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:

  



 


First Amendment to Credit
Agreement