EX-10.30






Exhibit 10.30




FIRST AMENDMENT AGREEMENT




     THIS FIRST AMENDMENT AGREEMENT, dated as of the 17th day of June, 2009 (this “First
Amendment”), is entered into among Odyssey Re Holdings Corp., a Delaware corporation (the
“Borrower”), various Subsidiary Credit Parties (as defined in the hereinafter defined
Credit Agreement) party hereto, the Lenders (as defined in the hereinafter defined Credit
Agreement) party hereto, and Wachovia Bank, National Association, as administrative agent for the
Lenders (the “Administrative Agent”).



RECITALS




     A.     The Borrower, the Subsidiary Credit Parties, the Lenders and the Administrative Agent are
parties to that certain Credit Agreement dated as of July 13, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized
terms used herein without definition shall have the meanings given to them in the Credit Agreement
as they may be amended pursuant to this First Amendment.



     B.     The Borrower, the Administrative Agent and the Required Lenders have agreed to make certain
amendments to the Credit Documents on the terms and conditions set forth herein.



STATEMENT OF AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



ARTICLE I




AMENDMENTS TO CREDIT AGREEMENT




     1.1     Amendments to Section 1.1 Consisting of New Definitions. The following
definitions are hereby added to Section 1.1 of the Credit Agreement in appropriate alphabetical
order:




          “‘First Amendment’ shall mean the First Amendment Agreement, dated as
of June 17, 2009, among the Borrower, the Subsidiary Credit Parties party thereto,
the Lenders party thereto, and the Administrative Agent.”




          “‘First Amendment Effective Date’ has the meaning given to such term in
Article II to this First Amendment.”




          “Quarterly Statement” means, with respect to any Insurance Subsidiary,
the quarterly financial statements of such Insurance Subsidiary as required to be
filed with the Insurance Regulatory Authority of its jurisdiction of domicile and in
accordance with the laws of such jurisdiction, together with all exhibits,
schedules, certificates and actuarial opinions required to be filed or delivered
therewith.”



 









 





     1.2     Amendments to Section 1.1 Consisting of Modifying Existing Definitions. The
following definitions in Section 1.1 of the Credit Agreement are hereby amended and restated in
their entirety as follows:




          ““Security Agreement” means each Security Agreement made by a Credit
Party in favor of the Administrative Agent, in substantially the form attached as
Exhibit A to the First Amendment, as amended, modified, restated or supplemented
from time to time.”




          ““Statutory Surplus” means, with respect to any Insurance Subsidiary,
the total amount shown as “surplus as regards policyholders” on line 35, column 1,
page 3 of the Annual Statement or Quarterly Statement, as the case may be, of such
Insurance Subsidiary, provided that only the Annual Statement of OARC shall
be referred to for purposes of calculating compliance with Section 7.13(b).”



     1.3     Amendments to Section 7.1 (Liens): Section 7.1 of the Credit Agreement is hereby
amended by replacing the word “and” at the conclusion of clause (e) with a comma, renumbering the
existing clause (f) as clause (g), replacing the parenthetical “(other than Liens specified in
clauses (a) through (e) above)” in new clause (g) with “(other than Liens specified in clauses (a)
through (f) above)”, and adding a new clause (f) to read as follows:




          “(f) Liens securing Indebtedness permitted under Section 7.3(d)
provided that the aggregate amount of the Indebtedness secured by such Liens
shall not at any time exceed either (i) 20% of Consolidated Net Worth or (ii) 20% of
the Statutory Surplus of the Material Insurance Subsidiaries (without duplication,
it being understood that in calculating the Statutory Surplus of any Material
Insurance Subsidiary, the Statutory Surplus of any other Material Insurance
Subsidiary that is a Subsidiary of such Material Insurance Subsidiary shall be
excluded), in each case for clauses (i) and (ii), measured as of the end of the most
recent fiscal period for which the relevant financial statements have been delivered
pursuant to Section 6.1; and”



     1.4     Amendments to Section 7.13(b)(Minimum Statutory Surplus). Section 7.13(b) of the
Credit Agreement is hereby amended and restated in its entirety as follows:




“Minimum Statutory Surplus. Permit the Statutory Surplus of OARC to be less than
$1,000,000,000.”



     1.5     Amendments to Section 8.1(b) (Events of Default/Specific Covenants). Section
8.1(b) is hereby amended by inserting the following parenthetical after the reference therein to
Article VII:




          “(other than Section 7.1(f))”



     1.6     Amendments to Section 8.1(c) (Events of Default/Other Defaults). Section 8.1(c)
is hereby amended and restated in its entirety as follows:



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          “(c)     Other Defaults.  Any Credit Party fails to perform or observe (i) any
term, covenant or agreement contained in Section 7.1(f) and such failure continues for 20
days, provided that if prior to the end of such 20 day period, the Credit Parties
shall deposit L/C Collateral in the Custodial Accounts (in addition to the L/C Collateral
securing the Tranche 2 Obligations) having an aggregate L/C Collateral Balance equal to or
exceeding the aggregate amount of the outstanding Tranche 1 Obligations as collateral
security for the payment and performance of such Tranche 1 Obligations and such Credit
Parties shall make, execute, endorse, acknowledge and deliver any amendments, modifications
or supplements to the Security Documents, and take any and all such other actions, as may
from time to time be reasonably requested by the Administrative Agent to perfect and
maintain the validity and priority of the Liens granted with respect to such L/C Collateral
securing the Tranche 1 Obligations, then such default shall be deemed cured,
provided further that if any Credit Party fails to perform or observe any
term, covenant or covenant contained in the immediately preceding proviso, such failure
shall be treated as an Event of Default under Section 8.1(b) and (ii) any other covenant or
agreement (not specified in subsection (a), (b), (c)(i) or (n) of this Section 8.1)
contained in any Credit Document on its part to be performed or observed and such failure
continues for 30 days; or”



     1.7     Amendments to Exhibit D (Form of Compliance Certificate) and Exhibit F (Form of
Security Agreement). Exhibit D and Exhibit F to the Credit Agreement are hereby amended and
restated in the form attached to this First Amendment.



     1.8     Amendments to Schedule 1.1(b)(L/C Collateral Balance). Schedule 1.1(b) to the
Credit Agreement is hereby amended and restated in the form attached to this First Amendment.



ARTICLE II




CONDITIONS OF EFFECTIVENESS




     This First Amendment shall become effective as of the first date (such date being referred to
as the “First Amendment Effective Date”) on which each of the following conditions shall
have been satisfied:



     (a)     The Administrative Agent shall have received, dated as of the First Amendment Effective
Date, an executed counterpart hereof from each of the Credit Parties and the Required Lenders;



     (b)     On the First Amendment Effective Date, the representations and warranties set forth in
Article III hereof shall be true and correct in all material respects;



     (c)     On or prior to the First Amendment Effective Date, the Administrative Agent shall have
received counterparts of the Security Agreement (as modified by this First Amendment) executed by
each Credit Party, together with for each Custodial Account, a confirmation of the effectiveness of
the Account Control Agreement (as modified by this First Amendment) with respect to such Custodial
Account with the applicable Custodian and applicable Credit Party; and



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     (d)     Since December 31, 2008, there has been no event or circumstance, either individually or
in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




     Each of the Credit Parties (solely as to itself and its Subsidiaries) represents and warrants
to the Administrative Agent, the Issuing Banks and the Lenders that (i) the representations and
warranties contained in the Credit Agreement and the other Credit Documents are true and correct in
all material respects on and as of the First Amendment Effective Date, both immediately before and
after giving effect to this First Amendment (except to the extent any such representation or
warranty is expressly stated to have been made as of a specific date, in which case such
representation or warranty shall be true and correct in all material respects as of such date),
(ii) this First Amendment has been duly authorized, executed and delivered by such Credit Party and
constitutes the legal, valid and binding obligation of such Credit Party enforceable against it in
accordance with its terms, and (iii) no Default or Event of Default shall have occurred and be
continuing on the First Amendment Effective Date, both immediately before and after giving effect
to this First Amendment.



ARTICLE IV




ACKNOWLEDGEMENT AND CONFIRMATION OF THE CREDIT PARTIES




     Each Credit Party hereby confirms and agrees that, after giving effect to this First
Amendment, the Credit Agreement and the other Credit Documents to which it is a party remain in
full force and effect and enforceable against such Credit Party in accordance with their respective
terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and
the amendments contained herein shall not, in any manner, be construed to constitute payment of, or
impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the
Credit Parties evidenced by or arising under the Credit Agreement, the other Credit Documents, and
the liens and security interests in the Collateral, which shall not in any manner be impaired,
limited, terminated, waived or released, but shall continue in full force and effect. Each Credit
Party represents and warrants to the Lenders that it has no knowledge of any claims, counterclaims,
offsets, or defenses to or with respect to its obligations under the Credit Documents, or if such
Credit Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents or
any transaction related to the Credit Documents, the same are hereby waived, relinquished, and
released in consideration of the execution of this First Amendment. This acknowledgement and
confirmation by the Credit Parties is made and delivered to induce the Administrative Agent and the
Lenders to enter into this First Amendment, and the Credit Parties acknowledge that the
Administrative Agent and the Lenders would not enter into this First Amendment in the absence of
the acknowledgement and confirmation contained herein.



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ARTICLE V




MISCELLANEOUS




     5.1     Governing Law.  This First Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York.



     5.2     Full Force and Effect.  Except as expressly amended hereby, the Credit Agreement
shall continue in full force and effect in accordance with the provisions thereof on the date
hereof. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar
import shall, unless the context otherwise requires, mean the Credit Agreement after amendment by
this First Amendment. Any reference to the Credit Agreement or any of the other Credit Documents
herein or in any such documents shall refer to the Credit Agreement and Credit Documents as amended
hereby. This First Amendment is limited as specified and shall not constitute or be deemed to
constitute an amendment, modification or waiver of any provision of the Credit Agreement except as
expressly set forth herein. This First Amendment shall constitute a Credit Document under the
terms of the Credit Agreement.



     5.3     Expenses.  The Borrower agrees on demand (i) to pay all reasonable fees and
expenses of counsel to the Administrative Agent, and (ii) to reimburse the Administrative Agent for
all reasonable out-of-pocket costs and expenses, in each case, in connection with the preparation,
negotiation, execution and delivery of this First Amendment and the other Credit Documents
delivered in connection herewith.



     5.4     Severability.  To the extent any provision of this First Amendment is prohibited
by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective
only to the extent of such prohibition or invalidity and only in any such jurisdiction, without
prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of
this First Amendment in any jurisdiction.



     5.5     Successors and Assigns.  This First Amendment shall be binding upon, inure to the
benefit of and be enforceable by the respective successors and permitted assigns of the parties
hereto.



     5.6     Construction.  The headings of the various sections and subsections of this First
Amendment have been inserted for convenience only and shall not in any way affect the meaning or
construction of any of the provisions hereof.



     5.7     Counterparts.  This First Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this First Amendment by
telecopy shall be effective as delivery of a manually executed counterpart of this First Amendment.



[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by
their duly authorized officers as of the date first above written.



	 	 	 	 	 
	 	
ODYSSEY RE HOLDINGS CORP.


 	 
	 	By:  	/s/  R. Scott Donovan
 	 
	 	 	Name:  	R. Scott Donovan 	 
	 	 	Title:  	Executive Vice President &
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	
ODYSSEY AMERICA REINSURANCE CORPORATION


 	 
	 	By:  	/s/  R. Scott Donovan
 	 
	 	 	Name:  	R. Scott Donovan 	 
	 	 	Title:  	Executive Vice President 	 
	 



	 	 	 	 	 
	 	
CLEARWATER INSURANCE COMPANY


 	 
	 	By:  	/s/  R. Scott. Donovan
 	 
	 	 	Name:  	R. Scott Donovan 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	
CLEARWATER SELECT INSURANCE COMPANY


 	 
	 	By:  	/s/  R. Scott Donovan
 	 
	 	 	Name:  	R. Scott Donovan 	 
	 	 	Title:  	President 	 
	 



SIGNATURE PAGE TO

FIRST AMENDMENT AGREEMENT




 









 








	 	 	 	 	 
	 	
HUDSON INSURANCE COMPANY


 	 
	 	By:  	/s/  Anthony J. Slowski
 	 
	 	 	Name:  	Anthony J. Slowski 	 
	 	 	Title:  	Senior Vice President & Controller 	 
	 



	 	 	 	 	 
	 	
HUDSON SPECIALTY INSURANCE COMPANY


 	 
	 	By:  	/s/  Anthony J. Slowski
 	 
	 	 	Name:  	Anthony J. Slowski 	 
	 	 	Title:  	Senior Vice President & Treasurer 	 
	 



SIGNATURE PAGE TO

FIRST AMENDMENT AGREEMENT




 









 








	 	 	 	 	 
	 	
WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent,

Fronting Bank and as a Lender


 	 
	 	By:  	/s/  K. Hanke
 	 
	 	 	Name:  	Karen Hanke 	 
	 	 	Title:  	Director 	 
	 



SIGNATURE PAGE TO

FIRST AMENDMENT AGREEMENT




 









 








	 	 	 	 	 
	 	
KeyBank National Association


 	 
	 	By:  	/s/  Mary K. Young
 	 
	 	 	Name:  	Mary K. Young 	 
	 	 	Title:  	Senior Vice President 	 
	 



SIGNATURE PAGE TO

FIRST AMENDMENT AGREEMENT




 









 








	 	 	 	 	 
	 	
Citibank, N.A.


 	 
	 	By:  	/s/  Rahul Rajesh
 	 
	 	 	Name:  	Rahul Rajesh 	 
	 	 	Title:  	Vice President

Citi — Financial Institutions Group 	 
	 



SIGNATURE PAGE TO

FIRST AMENDMENT AGREEMENT




 









 








	 	 	 	 	 
	 	
Webster Bank, National Association


 	 
	 	By:  	/s/  Lawrence Davis
 	 
	 	 	Name:  	Lawrence Davis 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO

FIRST AMENDMENT AGREEMENT