tri-part.htm


     

                                                                                                    Exhibit 10.1

     

    
      


       

      Deed
of Novation

       

       

      Unicredit
Bank Cayman Islands Ltd.

       

       

      


       

       

      and

       

       

      


       

       

      Butterfield
Bank (Cayman) Limited

       

       

      


       

       

      and

       

       

      


       

       

      Greenlight
Reinsurance, Ltd.

       

       

      


       

      


       

      15
December 2008

       

      


      
        
          
            
               

               JCB/616223/15635209v1


            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      This Deed is made on 15
December 2008.

      


      Between:

       

      
        	
                (1)  

              	
                Unicredit Bank Cayman Islands
      Ltd. with its registered office at Whitehall House, P.O. Box 31362
      SMB, George Town, Grand Cayman, Cayman Islands (the "Transferor");

              


      

       

       

      
        	
                (2)  

              	
                Butterfield Bank (Cayman)
      Limited with its registered office at 68 Fort Street, PO Box 705,
      Grand Cayman KY1-1107, Cayman Islands, Grand Cayman, Cayman Islands (the
      "Transferee");
      and

              


      

       

       

      
        	
                (3)  

              	
                Greenlight Reinsurance,
      Ltd. with its registered office at The Grand Pavilion, 802 West Bay
      Road, P.O. Box 31110, Grand Cayman, Cayman Islands  (the "Borrower").

              


      

       

       

      Whereas:

       

       

      
        	
                (A)  

              	
                In
      accordance with the terms of the Letter of Credit Agreement (as defined
      below), the Transferor has made a letter of credit facility available to
      the Borrower.

              


      

       

       

      
        	
                (B)  

              	
                In
      connection with the Letter of Credit Agreement (as defined below) the
      Borrower has as collateral for the repayment of the sums payable under the
      Letter of Credit Agreement granted a security interest as provided for in
      the Security Agreement (as defined
below).

              


      

       

       

      
        	
                (C)  

              	
                In
      connection with the Security Agreement, the Transferor, the Borrower and
      Goldman Sachs & Co (the "Securities Intermediary") entered into the
      Control Agreement (as defined below) relating to the bank account being
      the security interest under the Security Agreement (which was transferred
      by way of novation from the Transferor to the Transferee under a separate
      novation agreement dated 15 December 2008 among the Transferor, the
      Transferee, the Borrower and the Securities
  Intermediary).

              


      

       

       

      
        	
                (D)  

              	
                The
      Transferor and the Transferee wish to enter into an acquisition agreement
      pursuant to which the Transferor has agreed to transfer the rights and
      obligations of the Transferor under the Transferred Agreements to the
      Transferee.

              


      

       

       

      
        	
                (E)  

              	
                All
      of the parties hereto have agreed to execute this Deed for the purpose of
      transferring such rights and
obligations.

              


      

       

       

      This Deed
Witnesses as follows:

       

      
         

        
          	
                  1  

                	
                  Definitions:

                


        

         

      

      
        	
                1.1  

              	
                Unless
      otherwise defined in this Agreement or the context otherwise requires,
      expressions defined in the Letter of Credit Agreement shall have the same
      meanings in this Agreement.

              


      

       

      


      
        
          
            
              


               CQM/616223/15644274v1


            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      
        	
                1.2  

              	
                In
      this Agreement, unless the context otherwise
  requires:

              


      

       

      
        	
                "Commencement
      Date"

              	
                means
      19 December 2008 (being the date on which this Agreement is to become
      effective).

              
	
                "Control
      Agreement"

              	
                means
      the control agreement dated 6 June 2007 entered into between the
      Transferor, the Borrower and the Securities
  Intermediary.

              
	
                "Letter of Credit
      Agreement"

              	
                means
      a letter of credit agreement dated 6 June 2007 between the Transferor and
      the Borrower.

              
	
                "Security
      Agreement"

              	
                means
      the security agreement dated 6 June 2007 which provides security from the
      Borrower to the Transferor.

              
	
                "Transferred
      Agreements"

              	
                means
      the Letter of Credit Agreement and the Security Agreement (copies of which
      are attached at Schedule A hereto).

              


      

       

      
        	
                1.3  

              	
                Clause
      headings are inserted for ease of reference only and shall not affect the
      interpretation of this Agreement.  Unless the context otherwise
      requires, reference to Clauses and Schedules are to be construed as
      references to Clauses of and Schedules to this Agreement, and words
      importing the singular shall include the plural and vice
      versa.

              


      

       

      
        	
                1.4  

              	
                Any
      reference in this Agreement to another document or instrument is a
      reference to that other document or instrument as the same may have been,
      or may from time to time be
amended.

              


      

       

       

      
        	
                2  

              	
                Transfer
      of Rights and Obligations

              


      

       

      
        
          	
                  2.1  

                	
                  With
      effect from the Commencement Date and subject as provided in Clause 2.2
      below:

                


        

         

      

       

      
        	
                (a)  

              	
                the
      Borrower releases and discharges the Transferor from its obligations under
      the Transferred Agreements and all other obligations of the Transferor
      whatsoever (present or future, actual or contingent) under the Transferred
      Agreements and accepts all liability of the Transferee in respect of the
      Transferred Agreements and such other obligations of the Transferor in
      place of the liability of the Transferor, and hereby grants to the
      Transferee the same rights under the Transferred Agreements in every way
      as if the Transferee were and had been a party to the Transferred
      Agreements as the lender; and

              


      

       

       

      
        	
                (b)  

              	
                the
      Transferee undertakes to perform the obligations of the Transferor under
      the Transferred Agreements and to be bound by the terms of the Transferred
      Agreements in

              


      

       

      


      
        
          
            
              


              


               

              


            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      
        	
                (c)  

              	
                every
      way as if the Transferee were and had been party to the Transferred
      Agreements as the lender.

              


      

       

       

      
        	
                2.2  

              	
                Notwithstanding
      the provisions of Clause 2.1, the Borrower shall not be released in
      respect of any of its other obligations to the Transferor under the
      Transferred Agreements, including (but without limitation) the payment of
      any fees which have accrued up to but not including the Commencement
      Date.

              


      

       

       

      
        	
                3  

              	
                Passing
      of documents and information

              


      

       

       

      
        	
                3.1  

              	
                The
      Borrower authorises the Transferor;

              


      

       

       

      
        	
                (a)  

              	
                to
      deliver the Transferred Agreements and any other related documents or
      records to the Transferee; and

              


      

       

       

      
        	
                (b)  

              	
                to
      provide the Transferee with any information which is in the possession of
      the Transferor or any person acting on its behalf and which relates to the
      Transferred Agreements, the Borrower or any other party to the Transferred
      Agreements.

              


      

       

       

      
        	
                4  

              	
                Incorporation

              


      

       

       

      Upon
the Commencement Date, this Agreement shall be construed as one with the
Transferred Agreements and provisions contained in the Transferred Agreements
which are inconsistent with the terms of this Agreement shall cease to
apply.  Accordingly the Transferred Agreements shall, where the
context so requires, be read and construed accordingly.

       

       

      
        	
                5  

              	
                Law
      and Jurisdiction

              


      

       

       

      
        	
                5.1  

              	
                This
      Agreement shall be governed by, and construed in accordance with, Cayman
      Islands law.

              


      

       

       

      
        	
                5.2  

              	
                In
      relation to any dispute arising out of or in connection with this
      Agreement, each of the parties hereto hereby irrevocably and
      unconditionally submits to the non-exclusive jurisdiction of the courts of
      the Cayman Islands and waives any objection to proceedings with respect to
      this Agreement in such courts on the grounds of venue or inconvenient
      forum.

              


      

       

      


      
        
          
            
              


              


               

              


            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      In witness
whereof this
Deed has been executed as a deed by the parties and is intended to be and is
hereby delivered on the date first before written.

       

       

      EXECUTED as a
deed  by                                                                

       

      Unicredit Bank Cayman Islands
Ltd.                                                                         

       

      acting
by:                    
/s/ Shane Storr

       

      in the
presence
of:                       

       

      Witness
Name:           Tristan
Kelly 

       

      Witness
Signature:      /s/ Tristan
Kelly  

       

      Witness
Address:        238 North Church St,
Grand
Cayman                

       

       

      


       

       

      EXECUTED as a deed
by                                                                

       

      Butterfield Bank (Cayman)
Limited                                                                           

       

      acting
by:                     /s/ Christopher Hodges, /s/ Joyce Cantlay, /s/ Michael McWatt

       

      in the
presence of:                                                           


      Witness
Name:           Dexter
Rivers        

       

      Witness
Signature:      /s/ Dexter
Rivers                 

       

      Witness
Address:        430 Fourth Avem West
Bay, Grand
Cayman                          

       

      


      
        
          
            
              


              


               

              


            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      


       

      EXECUTED as a deed
by                                                                

       

      Greenlight Reinsurance,
Ltd.                                                                          

       

      acting
by:                     /s/ Tim
Courtis, /s/ Bart
Hedges            

       

      in the
presence
of:                  

       

      Witness
Name:            Faramarz
Romer                  

       

      Witness
Signature:      /s/ Faramarz
Romer          

       

      Witness
Address:        810 West Bay Rd, Grand
Cayman

       

      


       

      


      
        
          
            
              


              


               

              


            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      


       

      SCHEDULE
A

      


      


      


      1.           Letter
of Credit Agreement dated as of 6 June 2007 between Greenlight Reinsurance Ltd
and Bank Austria Cayman Limited.

      


      2.           Security
Agreement dated 6 June 2007 between Greenlight Reinsurance Ltd and Bank Austria
Cayman Limited.