EX-10.1






Exhibit 10.1




AMENDMENT NO. 8

TO

CREDIT AGREEMENT




AMENDMENT NO. 8 ( this “Amendment”), dated as of December 12, 2011, to the Credit
Agreement, dated as of December 21, 2006, by and between Alterra Bermuda 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, Amendment No. 6, dated as of December 1, 2010, and Amendment
No. 7, dated as of December 13, 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 “Commitment Termination Date” contained in Section 1.1 of the
Credit Agreement is amended by deleting the date “December 12, 2011” contained therein and
replacing it with the date “January 31, 2012”.



2. Paragraph 1 hereof shall not be effective until each of the following conditions is
satisfied (the date, if any, on which such conditions shall have first been satisfied being
referred to herein as the “Amendment Effective Date”):




(a) the Lender shall have received from the Borrower either (i) a counterpart of this
Amendment 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) that the Borrower has executed a counterpart of this Amendment; and




(b) all fees and expenses payable to the Lender and invoiced to the Borrower at least
three (3) Business Days prior to the Amendment Effective Date (including the reasonable fees
and expenses of counsel to the Lender) due and payable on or prior to the Amendment
Effective Date shall have been paid.



3. 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.



4. This Amendment 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 to produce or account for more than one counterpart signed by the party to
be charged.



5. This Amendment 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.



6. 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 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: