EX-10.1






Exhibit 10.1




AMENDMENT NO. 6

TO

CREDIT AGREEMENT




AMENDMENT NO. 6 (“Amendment No. 6”), dated as of December 1, 2010, to the Credit
Agreement, dated as of December 21, 2006, by and between Alterra Bermuda Limited (f/k/a Alterra
Insurance Limited), a Bermuda company (the “Borrower”) and The Bank of Nova Scotia (the
“Lender”), as amended by Amendment No. 1, dated as of December 20, 2007, Amendment No. 2,
dated as of December 18, 2008, Amendment No. 3, dated as of December 17, 2009, Amendment No. 4,
dated as of May 3, 2010, Amendment No. 5, dated as of August 30, 2010 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”).



RECITALS




I. Capitalized terms used herein and not herein defined shall have the meanings set forth in
the Credit Agreement.



II. The Borrower desires to amend the Credit Agreement upon the terms and conditions herein
contained, and the Lender has agreed thereto.



Accordingly, in consideration of the Recitals and the covenants, conditions and agreements
hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:



1. The defined term “HP U.S. Subsidiary” contained in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety as follows:




“HP U.S. Subsidiary” means each of (i) Alterra Holdings USA Inc., a Delaware
corporation (f/k/a Harbor Point U.S. Holdings, Inc.), (ii) Alterra Reinsurance USA Inc., a
Connecticut corporation (f/k/a Harbor Point Reinsurance U.S., Inc.), (iii) Alterra
Reinsurance Services Inc., a Delaware corporation (f/k/a Harbor Point Services, Inc.), and
(iv) Alterra Finance LLC, a Delaware limited liability company.



2. Section 6.3 of the Credit Agreement is hereby amended by deleting the phrase “may sell,
transfer, convey or lease all or any substantial part of its assets” that appears in the proviso at
the end thereof and replacing it with the phrase “may be sold, transferred, conveyed or leased”.



3. Paragraphs 1 and 2 hereof shall not be effective until the following condition is satisfied
(the date, if any, on which such condition shall have first been satisfied being referred to herein
as the “Amendment No. 6 Effective Date”):




(a) The Lender shall have received from the Borrower either (i) a counterpart of this
Amendment No. 6 executed on behalf of the Borrower or (ii) written evidence satisfactory to
the Lender (which may include telecopy transmission of a signed signature page of this
Amendment No. 6) that the Borrower has executed a counterpart of this Amendment No. 6;



4. Notwithstanding anything to the contrary contained herein, this Amendment shall cease to be
effective and shall be null and void if the following conditions are not satisfied within ten days
of the Amendment No. 6 Effective Date:




(a) The Lender shall have received a closing certificate, duly executed by the proper
parties and substantially in the form of Exhibit A hereto;




(b) All fees and expenses payable to the Lender and invoiced to the Borrower (including
the reasonable fees and expenses of counsel to the Lender) shall have been paid.



5. The Borrower (i) reaffirms and admits the validity and enforceability against the Borrower
of each Credit Document and all of its obligations thereunder, (ii) agrees and admits that it has
no defense to or offset against any such obligation, and (iii) represents and warrants that, as of
the date of the execution and delivery hereof by the Borrower, no Default has occurred and is
continuing.



6. This Amendment No. 6 may be executed in any number of counterparts, each of which shall be
original and all of which shall constitute one agreement. It shall not be necessary in making
proof of this Amendment No. 6 to produce or account for more than one counterpart signed by the
party to be charged.



7. This Amendment No. 6 shall be governed by, and construed in accordance with, the laws of
the State of New York, without regard to conflict of laws principles that would require the
application of the laws of another jurisdiction.



8. Except as amended hereby, the Credit Agreement shall in all other respects remain in full
force and effect.



[Remainder of page intentionally left blank.]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to the Credit
Agreement to be duly executed and delivered by their proper and duly authorized officers as of the
day and year first above written.




ALTERRA BERMUDA LIMITED



By:

Name:

Title:




THE BANK OF NOVA SCOTIA



By:

Name:

Title: