**Exhibit - 10.32**

 

 

FIRST AMENDMENT AGREEMENT

 

THIS FIRST AMENDMENT AGREEMENT, dated as of November 27,2007 (this “Amendment”), amends the Credit Agreement, dated as of June 8,2007 (the “Credit Agreement”), among MONTPELIER REINSURANCE LTD., MONTPELIER REHOLDINGS LTD., the various financial institutions parties thereto(collectively, the “Lenders”) and BANK OF AMERICA, N.A., as administrativeagent (the “Administrative Agent”) for the Lenders.  Terms defined in the Credit Agreement are,unless otherwise defined herein or the context otherwise requires, used hereinas defined therein.

 

WHEREAS, the parties hereto desire to amendthe Credit Agreement as hereinafter set forth;

 

NOW, THEREFORE, in consideration of thepremises and for other good and valuable consideration (the receipt andsufficiency of which are hereby acknowledged), the parties hereto agree asfollows:

 

SECTION 1.           AMENDMENTS.  Effective as of the Amendment Effective Date(as hereinafter defined), § 7.6(b)(xi) of the Credit Agreement is amended bydeleting the amount of “$10,000,000” and inserting the amount of “$20,000,000”therefor.

 

SECTION 2.           CONDITIONSPRECEDENT.  This Amendment shall becomeeffective on the date (the “Amendment Effective Date”) when each of theconditions precedent set forth in this Section 2 shall have beensatisfied, and notice thereof shall have been given by the Administrative Agentto the Borrower and the Lenders.

 

2.1           Receiptof Documents.  The AdministrativeAgent shall have received this Amendment, duly executed by the Borrower, theAdministrative Agent and the Required Lenders.

 

2.2           Compliancewith Warranties, No Default, etc. After giving effect to the effectiveness of this Amendment, thefollowing statements by the Borrowers shall be true and correct (and each Borrower,by its execution of this Amendment, hereby represents and warrants to theAdministrative Agent and each Lender that such statements are true and correctas at such times):

 

(a)           therepresentations and warranties set forth in Article 5 of the CreditAgreement as amended hereby are true and correct with the same effect as ifmade on the Amendment Effective Date (unless stated to relate solely to anearlier date, in which case such representations and warranties shall be trueand correct as of such earlier date; and

 

(b)           noEvent of Default or Default shall have then occurred and be continuing.

 

 

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SECTION 3.           REPRESENTATIONSAND WARRANTIES.  To induce the Lendersand the Administrative Agent to enter into this Amendment, each Borrower herebyrepresents and warrants to the Administrative Agent and each Lender as follows:

 

3.1           DueAuthorization, Non-Contravention, etc. The execution, delivery and performance by such Borrower of thisAmendment are within such Borrower’s corporate powers, have been duly authorizedby all necessary corporate action, and do not

 

(a)           contravenesuch Borrower’s Organization Documents;

 

(b)           contraveneany contractual restriction, law or governmental regulation or court decree ororder binding on or affecting such Borrower; or

 

(c)           resultin, or require the creation or imposition of, any Lien on any of such Borrower’sproperties.

 

3.2           GovernmentApproval, Regulation, etc.  Noauthorization or approval or other action by, and no notice to or filing with,any governmental authority or regulatory body or other Person is required forthe due execution, delivery or performance by such Borrower of this Amendment.

 

3.3           Validity,etc.  This Amendment constitutes thelegal, valid and binding obligation of such Borrower enforceable in accordancewith its terms.

 

SECTION 4.           MISCELLANEOUS.

 

4.1           ContinuingEffectiveness, etc.  This Amendmentshall be deemed to be an amendment to the Credit Agreement, and the CreditAgreement, as amended hereby, shall remain in full force and effect and ishereby ratified, approved and confirmed in each and every respect.  After the effectiveness of this Amendment inaccordance with its terms, all references to the Credit Agreement in the LoanDocuments or in any other document, instrument, agreement or writing shall bedeemed to refer to the Credit Agreement as amended hereby.

 

4.2           Paymentof Costs and Expenses.  The Borrowersagree to pay on demand all expenses of the Administrative Agent (including thefees and out-of-pocket expenses of counsel to the Administrative Agent) inconnection with the negotiation, preparation, execution and delivery of thisAmendment.

 

4.3           Severability.  Any provision of this Amendment which isprohibited or unenforceable in any jurisdiction shall, as to such provision andsuch jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions of thisAmendment or affecting the validity or enforceability of such provision in anyother jurisdiction.

 

4.4           Headings.  The various headings of this Amendment areinserted for convenience only and shall not affect the meaning orinterpretation of this Amendment or any provisions hereof.

 

 

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4.5           Executionin Counterparts.  This Amendment maybe executed by the parties hereto in several counterparts, each of which shallbe deemed to be an original and all of which shall constitute together but oneand the same agreement.

 

4.6           GoverningLaw.  THIS AMENDMENT SHALL BE DEEMEDTO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OFNEW YORK.

 

4.7           Successorsand Assigns.  This Amendment shall bebinding upon and shall inure to the benefit of the parties hereto and theirrespective successors and assigns.

 

 

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IN WITNESS WHEREOF, the undersigned have duly executed this FirstAmendment Agreement as of the date first set forth above.

 
|   | MONTPELIER REINSURANCE  LTD. |
|--------|------------------------------|

 

 

 

 

 
|   | MONTPELIER RE HOLDINGS  LTD. |
|--------|------------------------------|

 

 

 

 

S-1

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|   | BANK OF AMERICA, N.A.,  individually as  Administrative Agent, Fronting Bank, L/C  Administrator and Lender |
|--------|-------------------------------------------------------------------------------------------------------------|
|   |                                                                                                        |

 

 

 

 

S-2

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|   | HSBC BANK (USA),  NATIONAL  ASSOCIATION, as Lender and Syndication Agent |
|--------|--------------------------------------------------------------------------|
|   |                                                                     |

 

 

 

 

S-3

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|   | CREDIT  SUISSE, Cayman Islands Branch |
|--------|---------------------------------------|
|   |                                  |

 

 

 

 

S-4

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|   | THE  BANK OF NEW YORK |
|--------|-----------------------|
|   |                  |

 

 

 

 

S-5

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|   | DEUTSCHE  BANK AG NEW YORK BRANCH |
|--------|-----------------------------------|
|   |                              |

 

 

 

 

S-6

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|   | ING  BANK N.V., LONDON BRANCH |
|--------|-------------------------------|
|   |                          |

 

 

 

 

S-7

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|   | LEHMAN  BROTHERS BANK, FSB |
|--------|----------------------------|
|   |                       |

 

 

 

 

S-8

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