EX-10.4






Exhibit 10.4




EXECUTION VERSION




Published CUSIP Number: G0229EAA5




CREDIT AGREEMENT




Dated as of December 16, 2011




among




ALTERRA CAPITAL HOLDINGS LIMITED




and




ALTERRA BERMUDA LIMITED




as the Borrowers,




BANK OF AMERICA, N.A.,

as Administrative Agent, Fronting Bank

and

L/C Administrator,




CITIBANK, N.A.

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agents,




ING BANK N.V., LONDON BRANCH,

LLOYDS SECURITIES INC.,

and

THE BANK OF NEW YORK MELLON,

as Co-Documentation Agents




and




THE OTHER LENDERS PARTY HERETO




MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC.

and

WELLS FARGO SECURITIES, LLC,

as

Joint Lead Arrangers and Joint Book Managers

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




	 	 	 	 	 	 	 	 	 
	 	1.01	 	 	Defined Terms
	 	 	1	 
	 	1.02	 	 	Other Interpretive Provisions
	 	 	27	 
	 	1.03	 	 	Accounting Terms
	 	 	27	 
	 	1.04	 	 	Exchange Rates; Currency Equivalents
	 	 	28	 
	 	1.05	 	 	Additional Alternative Currencies
	 	 	28	 
	 	1.06	 	 	Rounding
	 	 	29	 
	 	1.07	 	 	Times of Day
	 	 	29	 
	 	1.08	 	 	Letter of Credit Amounts
	 	 	29	 






ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS




	 	 	 	 	 	 	 	 	 
	 	2.01	 	 	Commitments
	 	 	29	 
	 	2.02	 	 	Borrowings, Conversions and Continuations of Loans.
	 	 	30	 
	 	2.03	 	 	Letters of Credit.
	 	 	32	 
	 	2.04	 	 	Prepayments
	 	 	44	 
	 	2.05	 	 	Termination or Reduction of Commitments
	 	 	44	 
	 	2.06	 	 	Repayment of Loans
	 	 	45	 
	 	2.07	 	 	Interest
	 	 	45	 
	 	2.08	 	 	Fees
	 	 	45	 
	 	2.09	 	 	Computation of Interest and Fees
	 	 	46	 
	 	2.10	 	 	Evidence of Debt
	 	 	46	 
	 	2.11	 	 	Payments Generally; Administrative Agent’s Clawback
	 	 	47	 
	 	2.12	 	 	Sharing of Payments by Lenders
	 	 	48	 
	 	2.13	 	 	Increase in Commitments
	 	 	49	 
	 	2.14	 	 	Designated Borrower
	 	 	51	 
	 	2.15	 	 	Several Obligations of Borrowers
	 	 	52	 
	 	2.16	 	 	Cash Collateral
	 	 	52	 
	 	2.17	 	 	Defaulting Lenders
	 	 	53	 






ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




	 	 	 	 	 	 	 	 	 
	 	3.01	 	 	Taxes
	 	 	56	 
	 	3.02	 	 	Illegality
	 	 	60	 
	 	3.03	 	 	Inability to Determine Rates
	 	 	61	 
	 	3.04	 	 	Increased Costs; Reserves on Eurodollar Rate Loans
	 	 	61	 
	 	3.05	 	 	Compensation for Losses
	 	 	63	 
	 	3.06	 	 	Mitigation Obligations; Replacement of Lenders or Fronting Bank
	 	 	64	 
	 	3.07	 	 	Survival
	 	 	64	 






ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS




	 	 	 	 	 	 	 	 	 
	 	4.01	 	 	Conditions of Effectiveness
	 	 	65	 
	 	4.02	 	 	Conditions to All Credit Extensions
	 	 	67	 






ARTICLE V.

REPRESENTATIONS AND WARRANTIES




	 	 	 	 	 	 	 	 	 
	 	5.01	 	 	Existence, Qualification and Power; Compliance with Laws
	 	 	69	 
	 	5.02	 	 	Authorization; No Contravention
	 	 	69	 
	 	5.03	 	 	Governmental Authorization; Other Consents
	 	 	69	 
	 	5.04	 	 	Binding Effect
	 	 	69	 
	 	5.05	 	 	Financial Statements
	 	 	69	 
	 	5.06	 	 	Litigation
	 	 	70	 
	 	5.07	 	 	No Default
	 	 	70	 
	 	5.08	 	 	Ownership of Property
	 	 	70	 
	 	5.09	 	 	Taxes
	 	 	70	 
	 	5.10	 	 	ERISA Compliance
	 	 	70	 
	 	5.11	 	 	Subsidiaries; Equity Interests
	 	 	72	 
	 	5.12	 	 	Margin Regulations; Investment Company Act; Investment Business Act
	 	 	72	 
	 	5.13	 	 	Disclosure
	 	 	72	 
	 	5.14	 	 	Compliance with Laws
	 	 	72	 
	 	5.15	 	 	Representations as to Foreign Jurisdiction Matters
	 	 	73	 
	 	5.16	 	 	First Priority Interest
	 	 	74	 






ARTICLE VI.

AFFIRMATIVE COVENANTS




	 	 	 	 	 	 	 	 	 
	 	6.01	 	 	Reports, Certificates and Other Information
	 	 	74	 
	 	6.02	 	 	Corporate Existence, Foreign Qualification; Permits
	 	 	78	 
	 	6.03	 	 	Books, Records and Inspections
	 	 	78	 
	 	6.04	 	 	Payment of Obligations
	 	 	78	 
	 	6.05	 	 	Compliance with Laws
	 	 	78	 
	 	6.06	 	 	Maintenance of Properties
	 	 	79	 
	 	6.07	 	 	Conduct of Business
	 	 	79	 
	 	6.08	 	 	Use of Credit Extensions
	 	 	79	 
	 	6.09	 	 	Further Assurances
	 	 	79	 
	 	6.10	 	 	Collateral Requirements
	 	 	79	 
	 	6.11	 	 	OFAC; PATRIOT Act Compliance
	 	 	80	 






ARTICLE VII.

NEGATIVE COVENANTS




	 	 	 	 	 	 	 	 	 
	 	7.01	 	 	Alterra Capital Debt to Total Capitalization Ratio
	 	 	80	 
	 	7.02	 	 	Financial Strength Rating
	 	 	80	 
	 	7.03	 	 	Indebtedness
	 	 	80	 
	 	7.04	 	 	Mergers, Consolidations and Dispositions
	 	 	81	 
	 	7.05	 	 	Transactions with Affiliates
	 	 	82	 
	 	7.06	 	 	Liens
	 	 	82	 
	 	7.07	 	 	Restricted Payments, Etc
	 	 	83	 






ARTICLE VIII.

EVENTS OF DEFAULT AND THEIR EFFECT




	 	 	 	 	 	 	 	 	 
	 	8.01	 	 	Events of Default
	 	 	84	 
	 	8.02	 	 	Remedies Upon Event of Default
	 	 	86	 
	 	8.03	 	 	Remedies Upon Event of Default Application of Funds
	 	 	86	 






ARTICLE IX.

ADMINISTRATIVE AGENT




	 	 	 	 	 	 	 	 	 
	 	9.01	 	 	Appointment and Authority
	 	 	87	 
	 	9.02	 	 	Rights as a Lender
	 	 	88	 
	 	9.03	 	 	Exculpatory Provisions
	 	 	88	 
	 	9.04	 	 	Reliance by Administrative Agent
	 	 	89	 
	 	9.05	 	 	Delegation of Duties
	 	 	89	 
	 	9.06	 	 	Resignation of Administrative Agent
	 	 	89	 
	 	9.07	 	 	Non-Reliance on Administrative Agent and Other Lenders
	 	 	91	 
	 	9.08	 	 	No Other Duties, Etc
	 	 	91	 
	 	9.09	 	 	Administrative Agent May File Proofs of Claim
	 	 	91	 
	 	9.10	 	 	Collateral Matters
	 	 	92	 






ARTICLE X.

ALTERRA CAPITAL GUARANTEE




	 	 	 	 	 	 	 	 	 
	 	10.01	 	 	Unconditional Guarantee
	 	 	93	 
	 	10.02	 	 	Guarantee Absolute
	 	 	93	 
	 	10.03	 	 	Waivers
	 	 	94	 
	 	10.04	 	 	Subrogation
	 	 	94	 
	 	10.05	 	 	Survival
	 	 	95	 
	 	10.06	 	 	Severability
	 	 	95	 






ARTICLE XI.

MISCELLANEOUS




	 	 	 	 	 	 	 	 	 
	 	11.01	 	 	Amendments, Etc
	 	 	95	 
	 	11.02	 	 	Notices; Effectiveness; Electronic Communication
	 	 	97	 
	 	11.03	 	 	No Waiver; Cumulative Remedies
	 	 	99	 
	 	11.04	 	 	Expenses; Indemnity; Damage Waiver
	 	 	99	 
	 	11.05	 	 	Payments Set Aside
	 	 	101	 
	 	11.06	 	 	Successors and Assigns
	 	 	102	 
	 	11.07	 	 	Treatment of Certain Information; Confidentiality
	 	 	107	 
	 	11.08	 	 	Right of Setoff
	 	 	108	 
	 	11.09	 	 	Interest Rate Limitation
	 	 	108	 
	 	11.10	 	 	Counterparts; Integration; Effectiveness
	 	 	108	 
	 	11.11	 	 	Survival of Representations and Warranties
	 	 	109	 
	 	11.12	 	 	Severability
	 	 	109	 
	 	11.13	 	 	Replacement of Lenders
	 	 	109	 
	 	11.14	 	 	Governing Law; Jurisdiction; Etc
	 	 	110	 
	 	11.15	 	 	WAIVER OF JURY TRIAL
	 	 	111	 
	 	11.16	 	 	No Advisory or Fiduciary Responsibility
	 	 	112	 
	 	11.17	 	 	Electronic Execution of Assignments
	 	 	112	 
	 	11.18	 	 	USA PATRIOT Act Notice
	 	 	112	 
	 	11.19	 	 	Judgment Currency
	 	 	113	 






	 	 	 
	SCHEDULES	 	 
	1.01

1.02

2.01

5.11

11.02
	 	Regulatory Matters

Borrowing Base Calculation

Commitments and Applicable Percentages

Subsidiaries

Administrative Agent’s Office; Certain Addresses for Notices

	EXHIBITS

Form of

A

B-1

B-2

C

D

E-1

E-2

F

G

H-1

H-2

I

J

K
	 	



Loan Notice

Fronted Letter of Credit

Several Letter of Credit

Note

Compliance Certificate

Assignment and Assumption

Administrative Questionnaire

Tax Forms

Request for Issue

Designated Borrower Request

Designated Borrower Assumption Agreement

Designated Borrower Notice

Security Agreement

Borrowing Base Certificate







CREDIT AGREEMENT




This CREDIT AGREEMENT (“Agreement”) is entered into as of December 16, 2011, among
ALTERRA CAPITAL HOLDINGS LIMITED, a Bermuda company (“Alterra Capital”), ALTERRA BERMUDA
LIMITED, a Bermuda company (“Alterra Bermuda”), certain other Subsidiaries of Alterra
Capital party hereto pursuant to Section 2.14 (each a “Designated Borrower” and,
together with Alterra Capital and Alterra Bermuda, the “Borrowers” and, each a
“Borrower”), each lender from time to time party hereto (collectively, the
“Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as
Administrative Agent, Fronting Bank and L/C Administrator.



Alterra Capital and Alterra Bermuda have requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set forth herein.



In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




1.01 Defined Terms.



As used in this Agreement, the following terms shall have the meanings set forth below:



“Account Bank” means any “bank” within the meaning of Section 9-102(a)(8) of the UCC
at which any deposit account constituting a Collateral Account is held, which shall be (a) located
in the United States and (b) reasonably acceptable to the Administrative Agent.



“Adjusted Fair Market Value” means with respect to any Eligible Collateral, an amount
equal to the product of the Fair Market Value of such Eligible Collateral and the applicable
percentage with respect to such Eligible Collateral as set forth on Schedule 1.02.



“Administrative Agent” means Bank of America in its capacity as administrative agent
under any of the Loan Documents, or any successor administrative agent.



“Administrative Agent’s Office” means, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02
with respect to such currency, or such other address or account as the Administrative Agent may
from time to time notify to the Borrowers and the Lenders.



“Administrative Questionnaire” means an Administrative Questionnaire in substantially
the form of Exhibit E-2 or any other form approved by the Administrative Agent.



“Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



“Aggregate Commitments” means the Commitments of all the Lenders. On the Effective
Date the Aggregate Commitments are $1,100,000,000.



“Agreement” has the meaning set forth in the introductory paragraph.



“Alternative Currency” means each of Canadian Dollars, Euro, Sterling and each other
currency (other than Dollars) that is approved in accordance with Section 1.05.



“Alternative Currency Equivalent” means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as
determined by the Fronting Bank at such time on the basis of the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.



“Alternative Currency L/C Sublimit” means $50,000,000.



“Alterra Bermuda” has the meaning set forth in the introductory paragraph.



“Alterra Capital” has the meaning set forth in the introductory paragraph.



“Alterra Capital Debt” means the consolidated Indebtedness of Alterra Capital and its
Subsidiaries. For purposes of calculating consolidated Indebtedness (i) the amount of any net
obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date, (ii) the amount of any capital lease or Synthetic Lease Obligation as of
any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of
such date, (iii) the amount of any Indebtedness described in clause (e) of the definition
of Indebtedness shall be the lesser of the fair market value of such assets at such date of
determination (determined in good faith by Alterra Capital) and the amount of such Indebtedness,
(iv) Indebtedness under clause (b) of the definition thereof shall be included only to the
extent that payments have been made or draws have been honored under such instruments but not
reimbursed, and (v) Indebtedness shall not include any payment of obligations arising under a
repurchase, securities loan or similar agreement, except for the excess of the payment of
obligations for which such Person is liable under such agreement over the value of the collateral
securing such payment obligations.



“Alterra Capital Debt to Total Capitalization Ratio” means the ratio of (a) Alterra
Capital Debt to (b) the sum of Alterra Capital Debt plus the Net Worth of Alterra Capital.



“Alterra Reinsurance USA” means Alterra Reinsurance USA Inc., a Connecticut company.



“Alterra UK” means Alterra Capital UK Limited, a company formed under the laws of
England and Wales.



“Alterra USA Holdings” means Alterra USA Holdings Limited, a Delaware corporation.



“Annual Statement” means, as to any Person, the annual financial statement of such
Person as required to be filed with the applicable Governmental Authority of such Person’s
domicile, together with all exhibits or schedules filed therewith, prepared in conformity with SAP.



“Applicable Issuing Party” means (a) in the case of Fronted Letters of Credit, the
Fronting Bank and (b) in the case of Several Letters of Credit, the L/C Administrator.



“Applicable Percentage” means with respect to any Lender, the percentage (carried out
to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment
or, if the Commitment of each Lender to make Loans and the obligation of the Fronting Bank and the
Lenders to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if
the Aggregate Commitments have expired, the percentage (carried out to the ninth decimal place) of
the Total Outstanding Amount of all Lenders represented by such Lender’s Total Outstanding Amount.
The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.



“Applicable Rate” means the following percentages per annum (i) with respect to
Eurodollar Loans, 0.75%, (ii) with respect to Base Rate Loans, 0% and (iii) with respect to the
Letter of Credit Fee, 0.400%.



“Applicable Time” means, with respect to any payments in any Alternative Currency, the
local time in the place of settlement for such Alternative Currency as may be determined by the
Fronting Bank, to be necessary for timely settlement on the relevant date in accordance with normal
banking procedures in the place of payment.



“Applicant Borrower” has the meaning set forth in Section 2.14.



“Arranger” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup
Global Markets Inc. and Wells Fargo Securities, LLC, each in its capacity as joint lead arranger
and joint book manager.



“Arranger Fee Letter” means each of (a) the letter agreement dated November 8, 2011
among Alterra Capital, Alterra Bermuda and Citigroup Global Capital Markets Inc. and (b) the letter
agreement dated November 8, 2011 among Alterra Capital, Alterra Bermuda and Wells Fargo Bank,
National Association and Wells Fargo Securities, LLC.



“Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by
Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of
Exhibit E-1 or any other form approved by the Administrative Agent.



“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.



“Availability Period” means the period from and including the Effective Date to the
earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments
pursuant to Section 2.05, and (c) the date of termination of the Commitment of each Lender
to make Loans and of the obligation of the Fronting Bank and the Lenders to make L/C Credit
Extensions pursuant to Section 8.02.



“Bank of America” means Bank of America, N.A. and its successors.



“Bank of America Fee Letter” means the letter agreement dated November 8, 2011 among
Alterra Capital, Alterra Bermuda, Bank of America and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.



“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a)
the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate for
a one-month Interest Period commencing on such day plus 1%. The “prime rate” is a rate set by Bank
of America based upon various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some loans,
which may be priced at, above, or below such announced rate. Any change in such rate announced by
Bank of America shall take effect at the opening of business on the day specified in the public
announcement of such change.



“Base Rate Loan” means a Loan that bears interest at the Base Rate.



“Borrower” and “Borrowers” each has the meaning set forth in the introductory
paragraph hereto.



“Borrower’s Outstanding Amount” means, as to any Borrower on any date of
determination, the sum of (a) the aggregate outstanding principal amount of Loans made to such
Borrower after giving effect to any Borrowings and prepayments or repayments of Loans of such
Borrower occurring on such date; plus (b) with respect to any L/C Obligations on any date,
the Dollar Equivalent amount of the L/C Obligations of such Borrower after giving effect to any L/C
Credit Extension for such Borrower occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including as a result of any reimbursements by such
Borrower of Unreimbursed Amounts.



“Borrower Materials” has the meaning set forth in Section 6.01.



“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and,
in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders
pursuant to Section 2.01.



“Borrowing Base” means with respect to any Borrower on any date of determination, an
amount equal to the sum of the Adjusted Fair Market Value of all Eligible Collateral of such
Borrower.



“Borrowing Base Certificate” means a certificate substantially in the form of
Exhibit K with such changes therein as the Administrative Agent may reasonably request from
time to time or another form which is acceptable to the Administrative Agent in its reasonable
discretion.



“Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and (a) if such day relates to any Eurodollar
Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market and (b) if such day relates to any fundings,
disbursements, settlements and payments in a currency other than Dollars in respect of a Letter of
Credit denominated in an Alternative Currency, or any other dealings in any Alternative Currency to
be carried out pursuant to this Agreement in respect of any such Letter of Credit, means any such
day on which banks are open for foreign exchange business in the principal financial center of the
country of such Alternative Currency.



“Canadian Dollar” and “C$” means lawful money of Canada.



“Cash” has the meaning set forth in Schedule 1.02.



“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the Administrative Agent, the Fronting Bank and the Lenders (as
applicable), as collateral for L/C Obligations, or obligations of Lenders to fund participations in
respect thereof (as the context may require), cash or deposit account balances or, if the
Administrative Agent and the Fronting Bank shall agree in their sole discretion, other credit
support, in each case pursuant to documentation in form and substance reasonably satisfactory to
the Administrative Agent and the Fronting Bank. “Cash Collateral” shall have a meaning correlative
to the foregoing and shall include the proceeds of such cash collateral and other credit support.



“Cash Equivalents” has the meaning set forth in Schedule 1.02.



“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation, implementation or
application thereof by any Governmental Authority or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Governmental
Authority; provided that notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in
Law”, regardless of the date enacted, adopted or issued.



“Change of Control” means an event or series of events by which:



(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to
have “beneficial ownership” of all securities that such person or group has the right to acquire
(such right, an “option right”), whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of at least 51% or more of the equity
securities of Alterra Capital entitled to vote for members of the board of directors or equivalent
governing body of Alterra Capital on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any option right) without
regard to the voting limitations set forth in the Organization Documents of Alterra Capital;



(b) during any period of 12 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of Alterra Capital cease to be composed of individuals
(i) who were members of that board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body or (iii) whose election
or nomination to that board or other equivalent governing body was approved by individuals referred
to in clauses (i) and (ii) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body (excluding, in the case
of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of
office as, a member of that board or equivalent governing body occurs as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of one or more directors
by any person or group other than a solicitation for the election of one or more directors by or on
behalf of the board of directors); or



(c) Alterra Capital fails to own, directly or indirectly, free and clear of all Liens, 100% of
the Equity Interests of Alterra Bermuda and each Person who becomes a Designated Borrower (so long
as such Person is a Designated Borrower) without regard to any voting limitations set forth in the
Organization Documents of such Subsidiary.



“Code” means the Internal Revenue Code of 1986.



“Collateral” means, with respect to any Borrower, all property and assets with respect
to which a security interest is purported to be granted in favor of the Administrative Agent
pursuant to a Security Agreement executed by such Borrower.



“Collateral Account” means, with respect to any Borrower, any account at a Financial
Institution as to which such Financial Institution, such Borrower and the Administrative Agent have
entered into a Control Agreement.



“Commercial Paper” has the meaning set forth in Schedule 1.02.



“Commitment” means with respect to each Lender, the amount set forth on Schedule
2.01 hereto, or in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as the amount of such Lender’s commitment to make Loans to the Borrowers and
to issue and participate in the issuance, extension and renewal of Letters of Credit for the
account of a Borrower, as the same may be adjusted from time to time; or if such commitment is
terminated pursuant to the provisions hereof, zero.



“Compliance Certificate” means a certificate substantially in the form of Exhibit
D with such changes therein as the Administrative Agent may from time to time reasonably
request for purposes of monitoring the Borrowers’ compliance herewith or as may be requested by a
Borrower and are reasonably satisfactory to the Administrative Agent.



“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured
by net income (however denominated) or that are franchise Taxes or branch profits Taxes.



“Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



“Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



“Control Agreement” means, with respect to any Borrower, an agreement between such
Borrower, the applicable Financial Institution and the Administrative Agent with respect to any
deposit or securities account of such Borrower in which a security interest is purported to be
granted to the Administrative Agent pursuant to a Security Agreement in form and substance
reasonably acceptable to the Administrative Agent.



“Corporate/Municipal Securities” has the meaning set forth in Schedule 1.02.



“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.



“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States, Bermuda or other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally.



“Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would, unless cured or waived, become
an Event of Default.



“Default Rate” means (a) when used with respect to Obligations other than Letter of
Credit Fees, an interest rate equal to (i) the interest rate (including any Applicable Rate)
applicable to such Obligation plus (ii) 2% per annum, and (b) when used with respect to
Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.



“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has
failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans
were required to be funded hereunder unless such Lender notifies the Administrative Agent and
Alterra Capital in writing that such failure is the result of such Lender’s determination that one
or more conditions precedent to funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing) has not been satisfied, (ii)
issue its applicable percentage or fund its obligations in connection with any Several Letter of
Credit within two Business Days of the date such obligations were required to be issued or funded
hereunder, or (iii) pay to the Administrative Agent, the Fronting Bank or any other Lender any
other amount required to be paid by it hereunder (including in respect of its participation in
Letters of Credit) within two Business Days of the date when due; (b) has notified Alterra Capital,
the Administrative Agent, the L/C Administrator or the Fronting Bank in writing that it does not
intend to comply with its funding obligations hereunder or generally under other agreements in
which it commits to extend credit, or has made a public statement to that effect (unless such
writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states
that such position is based on such Lender’s determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be specifically identified
in such writing or public statement) cannot be satisfied); (c) has failed, within three Business
Days after written request by the Administrative Agent or Alterra Capital, to confirm in writing to
the Administrative Agent and Alterra Capital that it will comply with its prospective funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to
this clause (c) upon receipt of such written confirmation by the Administrative Agent and
Alterra Capital); or (d) has, or has a direct or indirect parent company that has, (i) become the
subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of its business or assets, including the Federal
Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a
capacity or has taken any action in furtherance of or indicating its consent to, approval of, or
acquiescence in, any such proceeding or appointment; provided that for the avoidance of doubt, a
Lender shall not be a Defaulting Lender solely by virtue of (A) the ownership or acquisition of any
Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority or (B) in the case of a solvent Lender, the precautionary appointment of an
administrator, guardian, custodian or other similar official by a Governmental Authority or
instrumentality thereof under or based on the Law of the country where such Lender is subject to
home jurisdiction supervision if applicable Law requires that such appointment not be publicly
disclosed, in any case so long as such action does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such
Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under
clauses (a) through (d) above shall be conclusive and binding absent manifest
error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section
2.17(b)) upon delivery of written notice of such determination to Alterra Capital, the Fronting
Bank, and each other Lender.



“Designated Borrower” has the meaning set forth in the introductory paragraph.



“Designated Borrower Assumption Agreement” means an assumption agreement substantially
in the form of Exhibit H-2.



“Designated Borrower Notice” has the meaning set forth in Section 2.14.



“Designated Borrower Request” means a request substantially in the form of Exhibit
H-1.



“Disposition” or “Dispose” means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property by any Person, including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes or
accounts receivable or any rights and claims associated therewith.



“Dollar” and “$” mean lawful money of the United States.



“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in
Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency,
the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on
the basis of the Spot Rate (determined as of the most recent Revaluation Date) for the purchase of
Dollars with such Alternative Currency.



“Drawing Request” has the meaning set forth in Section 2.03(c)(i).



“Effective Date” means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 11.01.



“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender that is primarily
engaged in the business of commercial banking; and (c) any other Person (other than a natural
person) approved by (i) the Administrative Agent, and (ii) unless an Event of Default has occurred
and is continuing, Alterra Capital (each such approval of the Administrative Agent and Alterra
Capital not to be unreasonably withheld or delayed); provided, that notwithstanding the
foregoing, (x) the Fronting Bank must approve any proposed assignee who is not a Lender, (y)
“Eligible Assignee” shall not include Alterra Capital or any of Alterra Capital’s Affiliates or
Subsidiaries and (z) Alterra Capital must approve any proposed assignee that is not an NAIC
Approved Bank.



“Eligible Collateral” means Cash, Cash Equivalents, Commercial Paper, MBS Investments,
Corporate/Municipal Securities, Government Debt and G7 Securities which (a) have the required
rating as set forth on Schedule 1.02, (b) are capable of being marked to market on a daily
basis and (c) are held in a Collateral Account.



“EMU Legislation” means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European currency.



“Environmental Laws” means any and all Federal, state, local, and foreign statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, agreements or
governmental restrictions relating to pollution and the protection of the environment or the
release of any Hazardous Materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.



“Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of
Alterra Capital or any of its Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.



“Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



“ERISA” means the Employee Retirement Income Security Act of 1974.



“ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).



“ERISA Event” means (a) a Reportable Event occurs with respect to a Pension Plan; (b)
the withdrawal of Alterra Capital or any ERISA Affiliate from a Pension Plan subject to Section
4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA or a cessation of operations by Alterra Capital or any ERISA Affiliate
that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by Alterra Capital or any ERISA Affiliate from a Multiemployer Plan or the receipt by
Alterra Capital or any ERISA Affiliate of a notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate a Pension Plan, or the treatment
of a Pension Plan amendment as a termination, under Section 4041 or 4041A of ERISA; (e) the
institution by the PBGC of proceedings to terminate a Pension Plan; (f) the occurrence of any event
or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension
Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of
Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition
of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon Alterra Capital or any ERISA Affiliate.



“Euro” and “EUR” mean the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.



“Eurodollar Rate” means (a) for any Interest Period with respect to a Eurodollar Rate
Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or, if Reuters is not available, such other commercially
available, generally recognized source providing quotations of BBA LIBOR as may be designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such
rate is not available at such time for any reason, the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of
such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted and with a term equivalent to such Interest Period would be offered by
Bank of America’s London Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of
such Interest Period; and



(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per
annum equal to (i) BBA LIBOR, as published by Reuters (or, if Reuters is not available, such other
commercially available, generally recognized source providing quotations of BBA LIBOR as may be
designated by the Administrative Agent from time to time), at approximately 11:00 a.m., London time
determined two Business Days prior to such date for Dollar deposits being delivered in the London
interbank market for a term of one month commencing that day or (ii) if such published rate is not
available at such time for any reason, the rate per annum determined by the Administrative Agent to
be the rate at which deposits in Dollars for delivery on the date of determination in same day
funds in the approximate amount of the Base Rate Loan being made or maintained and with a term
equal to one month would be offered by Bank of America’s London Branch to major banks in the London
interbank Eurodollar market at their request at the date and time of determination.



“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the
Eurodollar Rate.



“Event of Default” has the meaning set forth in Section 8.01.



“Excluded Taxes” means any of the following Taxes imposed on or with respect to any
Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed
on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to
an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i)
such Lender acquires such interest in the Loan or Commitment other than pursuant to an assignment
request by Alterra Capital under Section 11.13 or (ii) such Lender changes its Lending
Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or
(c), amounts with respect to such Taxes were payable either to such Lender’s assignor
immediately before such Lender became a party hereto or to such Lender immediately before it
changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with
Section 3.01(e), and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.



“Existing Credit Agreements” means (a) the Credit Agreement dated as of August 7, 2007
among Alterra Capital, Alterra Bermuda, various financial institutions and Bank of America as
administrative agent, and (b) the Amended and Restated Credit Agreement dated as of June 12, 2007
among Alterra Holdings Limited, Alterra Bermuda, Alterra Reinsurance USA and Alterra USA Holdings
Limited , in each case as in effect immediately prior to the Effective Date.



“Existing Letters of Credit” means all Letters of Credit outstanding under the
Existing Credit Agreements on the Effective Date.



“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement
(or any amended or successor version that is substantively comparable and not materially more
onerous to comply with) and any current or future regulations or official interpretations thereof.



“Fair Market Value” means (a) with respect to any publicly traded security (other than
those set forth in clause (b)) the closing price for such security on the largest exchange
on which such security is traded (or if not traded on an exchange, then the average of the closing
bid and ask prices quoted over-the-counter) on the date of the determination (as such prices are
reported in The Wall Street Journal (Midwest Edition) or if not so reported, in any nationally
recognized financial journal or newspaper), (b) with respect to Cash, Cash Equivalents and
Commercial Paper, the amounts thereof, and (c) with respect to any Investment (other than those set
forth in clauses (a), and (b)), the price for such Investment on the date of
calculation obtained from a generally recognized source approved by the Administrative Agent or the
most recent bid quotation from such approved source (or, if no generally recognized source exists
as to a particular Investment, any other source specified by Alterra Capital to which the
Administrative Agent does not reasonably object). With respect to Investments denominated in a
currency other than Dollars, the Dollar equivalent thereof (using a method agreed upon by Alterra
Capital and the Administrative Agent) shall be used for purposes of determining the Fair Market
Value of such Investment.



“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as reasonably determined by the
Administrative Agent.



“Fee Letters” means the Arranger Fee Letters and the Bank of America Fee Letter.



“Financial Institution” means the Securities Intermediary or Account Bank, as
applicable, with respect to any Collateral Account.



“Financial Strength Rating” means with respect to any Material Insurance Subsidiary,
the financial strength rating of such Material Insurance Subsidiary as determined by A.M. Best
Company, Inc.



“Foreign Benefit Plan” means any employee benefit plan, pension plan or welfare plan
not subject to ERISA which is maintained or contributed to for the benefit of the employees of a
Borrower or its Subsidiaries which, under applicable Law, (a) is required to be funded through a
trust or similar funding vehicle or (b) creates or could result in a Lien on any property of a
Borrower or any of its Subsidiaries.



“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a
U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized
under the laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes. For purposes of this definition, the United States, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.



“Foreign Obligor” means each Borrower that is not organized under the laws of the
United States or a state thereof.



“FRB” means the Board of Governors of the Federal Reserve System of the United States.



“Fronted Letter of Credit” means a Letter of Credit issued by the Fronting Bank in
which the Lenders purchase a risk participation pursuant to Section 2.01(c) which shall be
substantially in the form of Exhibit B-1 or in such other form as may be agreed by the
applicable L/C Applicant (or, in the case of a Letter of Credit issued for the account of an
Insurance Subsidiary of Alterra Capital which is not a Borrower, by Alterra Bermuda) and the
Fronting Bank, provided that the Fronting Bank will agree to reasonable changes to such form,
necessary to satisfy any then applicable requirement of the applicable insurance regulators and/or
of any rating agency.



“Fronting Bank” means Bank of America or any successor fronting bank.



“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect
to the Fronting Bank, such Defaulting Lender’s Applicable Percentage of the outstanding L/C
Obligations with respect to Fronted Letters of Credit other than L/C Obligations as to which such
Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance
with the terms hereof and (b) if such Defaulting Lender is a Participating Bank, such Defaulting
Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to its Several
Letters of Credit.



“GAAP” means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board consistently applied or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable to the circumstances
as of the date of determination.



“Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



“Government Debt” has the meaning set forth in Schedule 1.02.



“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the primary obligor) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien); provided, that (i)
obligations of Alterra Bermuda or any other Insurance Subsidiary (including without limitation any
guarantee by Alterra Capital or any of its Subsidiaries of such Person’s Insurance Subsidiaries’
obligations thereunder) under Primary Policies and Reinsurance Agreements (including security
posted to secure obligations thereunder), (ii) obligations of Alterra Capital or any of its
Subsidiaries to guarantee payment of any real property lease for office premises entered into by a
direct or indirect Subsidiary of such Person in the ordinary course of business, (iii) obligations
of Alterra Capital or any of its Subsidiaries arising in the ordinary course of business pursuant
to letters to certain insurers, reinsurers and insurance brokers to contribute or cause to be
contributed sufficient capital surplus to any direct or indirect Insurance Subsidiary of such
Person in the event that such Insurance Subsidiary is unable or unwilling in whole or in part for
financial reasons to make payment of any of its claims, losses or expenses pursuant to Primary
Policies or Reinsurance Agreements issued to clients of the addressees of such letters and (iv)
agreements by Alterra Bermuda or any other Insurance Subsidiary in favor of any of its Insurance
Subsidiaries to maintain the capital of such Insurance Subsidiary at 150% of the required
regulatory level (collectively, the “Permitted Transactions”) shall not be deemed to be
Guarantees or constitute Indebtedness of such Person for the purposes of this Agreement. The
amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount
of the related primary obligation, or portion thereof, in respect of which such Guarantee is made
or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guaranteeing Person in good faith, provided, that the amount of any
Guarantee described in clause (b) of the immediately preceding sentence shall be the lesser of (x)
the fair market value of such assets at such date of determination (determined in good faith by
Alterra Capital) and (y) the amount of such Indebtedness or other obligation of such other Person.
The term Guarantee as a verb has a corresponding meaning.



“Guaranteed Borrowers” means each Borrower (including each Designated Borrower) other
than Alterra Capital.



“Guaranteed Obligations” has the meaning set forth in Section 10.01.



“G7 Securities” has the meaning set forth in Schedule 1.02.



“Hazardous Materials” means all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental Law including all
explosive or radioactive substances or wastes.



“Honor Date” has the meaning set forth in Section 2.03(c)(i).



“Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:



(a) all obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar instruments;



(b) all direct or contingent obligations of such Person arising under bankers’ acceptances,
bank guaranties, surety bonds and similar instruments and all obligations of such Person in respect
of letters of credit;



(c) all obligations of such Person under any Swap Contract;



(d) all obligations of such Person to pay the deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of business);



(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under conditional sales or other
title retention agreements), whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse;



(f) capital leases and Synthetic Lease Obligations;



(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any
payment in respect of any Equity Interest in such Person or any other Person, valued, in the case
of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends; and



(h) all Guarantees of such Person in respect of any of the foregoing.



For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, except to the
extent such Indebtedness is expressly made non-recourse to such Person. Indebtedness shall not
include (i) obligations arising from the honoring of a check, draft or similar instrument against
insufficient funds provided such obligation is extinguished within three Business Days of its
incurrence, (ii) obligations of any Insurance Subsidiary under any Primary Policy, Reinsurance
Agreement or Retrocession Agreement, or (iii) compensatory grants of equity awards in respect of
Alterra Capital’s Equity Interests (including, without limitation, options, restricted stock and
restricted stock units) on account of the performance of services.



“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with
respect to any payment made by or on account of any obligation of any Borrower under any Loan
Document and (b) to the extent not otherwise described in (a), Other Taxes.



“Indemnitees” has the meaning set forth in Section 11.04(b).



“Information” has the meaning set forth in Section 11.07.



“Insurance Regulatory Authority” means, with respect to any Insurance Subsidiary, the
Governmental Authority charged with regulating insurance companies or insurance holding companies
in its jurisdiction of domicile and, to the extent that it has regulatory authority over such
Insurance Subsidiary, in each other jurisdiction in which such Insurance Subsidiary conducts
business or is licensed to conduct business.



“Insurance Subsidiary” means each of Alterra Bermuda and any other Subsidiary which is
licensed by any Governmental Authority to issue insurance and/or reinsurance policies.



“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date; provided,
that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates
that fall every three months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June,
September and December and the Maturity Date.



“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the
date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan
and ending on the date one, two, three or six months or, if available to all Lenders (and approved
in accordance with Section 2.02(a)(i)), such longer or shorter period thereafter, as selected by a
Borrower in its Loan Notice; provided, that:



(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding Business Day;



(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the calendar month at the end of such
Interest Period; and



(iii) no Interest Period shall extend beyond the Maturity Date.



“Investment” means, as to any Person, any investment of any Person, whether by means
of security purchase, capital contribution, loan, time deposit or otherwise, and shall include
Cash, Cash Equivalents and Commercial Paper.



“IRS” means the United States Internal Revenue Service.



“ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice (or such later
version thereof as may be in effect at the time of issuance).



“Issue” means, with respect to any Letter of Credit, to issue, to amend or to extend
the expiry date of, or to increase the stated amount of, such Letter of Credit; and the terms
“Issued”, “Issuing” and “Issuance” have corresponding meanings.



“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by the Applicable
Issuing Party and (x) in the case of Letters of Credit issued for its own account, the applicable
Borrower and (y) in the case of Letters of Credit issued for the account of an Insurance
Subsidiary of Alterra Capital which is not a Borrower, Alterra Bermuda, or in favor of the
Applicable Issuing Party relating to any such Letter of Credit.



“Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



“L/C Administrator” means Bank of America’s Letter of Credit Operations located at One
Fleet Way, Scranton, PA 18507, as letter of credit administrator for the Lenders and any
replacement L/C Administrator.



“L/C Advance” means, with respect to each Lender, in connection with any Letter of
Credit, the amount funded by such Lender in accordance with Section 2.03(c)(iv).



“L/C Advance Date” has the meaning set forth in Section 2.03(c)(ii).



“L/C Applicant” means (a) a Borrower with respect to Letters of Credit issued for its
account, and (b) in the case of a Letter of Credit requested for the account of an Insurance
Subsidiary of Alterra Capital which is not a Borrower, Alterra Bermuda.



“L/C Credit Extension” means, without duplication with respect to any Letter of
Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount
thereof.



“L/C Issuer” means (a) with respect to any Fronted Letter of Credit, the Fronting Bank
who has issued such Letter of Credit and (b) with respect to a Several Letter of Credit, each
Lender other than a Participating Bank.



“L/C Obligations” means, as at any date of determination, the Dollar Equivalent of the
aggregate amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.08. For all purposes of this Agreement, if on any date of determination a
Letter of Credit that is subject to the rules of the ISP has expired by its terms but any amount
may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of
Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. For
purposes of determining the L/C Obligations held by any Lender, a Lender shall be deemed to hold an
amount equal to the sum of (a) the aggregate amount of each Lender’s direct obligation, in all
outstanding Several Letters of Credit (or, if a Participating Bank, its risk participation in
Several Letters of Credit), (b) its risk participation in all outstanding Fronted Letters of
Credit, and (c) its L/C Advances. The L/C Obligation of any L/C Applicant shall be the aggregate
amount available to be drawn under all outstanding Letters of Credit issued for the account of such
L/C Applicant plus the aggregate of all Unreimbursed Amounts owed by such L/C Applicant.



“Lender” has the meaning set forth in the introductory paragraph hereto together with,
in each case, (a) any Affiliate of any such Lender through which such Lender elects, by written
notice to the Administrative Agent and the Borrowers, to make any Loans available to any Borrower
other than a Borrower located in the United States or Bermuda or (b) if such Lender is not an NAIC
Approved Bank, any Affiliate of any such Lender identified on Schedule 2.01 or by written
notice to the Administrative Agent as the Person who will be the L/C Issuer with respect to Several
Letters of Credit for such Lender, provided that, in each case, for all purposes of voting or
consenting with respect to (i) any amendment, supplementation or modification of any Loan Document,
(ii) any waiver of any requirements of any Loan Document or any Default and its consequences, or
(iii) any other matter as to which a Lender may vote or consent pursuant to this Agreement, the
Lender making such election shall be deemed the “Person”, rather than such Affiliate, entitled to
vote or consent.



“Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify Alterra Capital and the Administrative Agent.



“Letter of Credit” means (a) the Existing Letters of Credit, (b) any standby letter of
credit issued hereunder (i) for the account of any Borrower and (ii) at the request of Alterra
Bermuda, for the account of an Insurance Subsidiary of Alterra Capital which is not a Borrower, in
each case to support obligations relating to insurance or reinsurance liabilities, for regulatory
purposes or for general corporate purposes. Letters of Credit may be issued in Dollars or in an
Alternative Currency and, to the extent applicable, shall be in a form which complies with the
applicable insurance regulatory requirements.



“Letter of Credit Application” means each request for Issue of a Letter of Credit
substantially in the form of Exhibit G or any other application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use by the Applicable
Issuing Party.



“Letter of Credit Expiration Date” means the date which is one year after the Maturity
Date (or, if such day is not a Business Day, the next preceding Business Day).



“Letter of Credit Fee” has the meaning set forth in Section 2.03(i).



“Lien” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or
other), charge or other security interest or preferential arrangement in the nature of a security
interest of any kind or nature whatsoever (including any conditional sale or other title retention
agreement, any easement, right of way or other encumbrance on title to real property, and any
financing lease having substantially the same economic effect as any of the foregoing).



“Loan” has the meaning set forth in Section 2.01.



“Loan Documents” means this Agreement, each Note, each Issuer Document, each Security
Agreement, each Control Agreement, each Designated Borrower Request, each Designated Borrower
Assumption Agreement and the Fee Letters.



“Loan Notice” means a notice given pursuant to Section 2.02(a) of (a) a
Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of
Eurodollar Rate Loans, which, if in writing, shall be substantially in the form of Exhibit
A.



“Loan Sublimit” means $250,000,000.



“Material Adverse Effect” means a material adverse effect upon (a) the business,
assets, properties, results of operations or condition (financial or otherwise) of Alterra Capital
and its Subsidiaries, taken as a whole, (b) the ability of any Borrower to perform its payment or
other material obligations under this Agreement or any of the other Loan Documents to which it is a
party or (c) the legality, validity or enforceability of this Agreement or any of the other Loan
Documents against any Borrower party thereto or the rights and remedies of the Administrative Agent
and the Lenders hereunder and thereunder.



“Material Insurance Subsidiary” means Alterra Bermuda and each other Insurance
Subsidiary that is a Designated Borrower or (after elimination of intercompany accounts) whose
consolidated total assets or total revenues exceed 10% of the consolidated total assets or total
revenues of Alterra Capital and its Subsidiaries for the most recent fiscal quarter for which
financial statements have been delivered pursuant to Section 6.01(a).



“Material Party” means each Borrower, each Material Insurance Subsidiary and each
other Subsidiary (after elimination of intercompany accounts) whose consolidated total assets or
total revenues exceed 10% of the consolidated total assets or total revenues of Alterra Capital and
its Subsidiaries for the most recent fiscal quarter for which financial statements have been
delivered pursuant to Section 6.01(a).



“Maturity Date” means December 15, 2015.



“MBS (Agency CMOs)” has the meaning set forth in Schedule 1.02.



“MBS (Agency Pass-Throughs)” has the meaning set forth in Schedule 1.02.



“MBS Investments” has the meaning set forth in Schedule 1.02.



“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral
consisting of cash or deposit account balances provided by a Defaulting Lender to reduce or
eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of
the Fronting Exposure with respect to Letters of Credit issued and outstanding at such time, (b)
with respect to Cash Collateral consisting of cash or deposit account balances provided in
accordance with the provisions of Section 2.16(a), an amount equal to 101% of the
Borrower’s Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by
the Administrative Agent and the Fronting Bank in their sole discretion.



“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



“Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which Alterra Capital or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.



“Multiple Employer Plan” means a Plan which has two or more contributing sponsors
(including Alterra Capital or any ERISA Affiliate) at least two of whom are not under common
control, as such a plan is described in Section 4064 of ERISA.



“NAIC” means the National Association of Insurance Commissioners and any successor
thereto.



“NAIC Approved Bank” means any bank listed on the most current list of banks approved
by the Securities Valuation Office of the NAIC and acting through the branch so listed.



“Net Worth” means, for any Person and its consolidated Subsidiaries, shareholder’s
equity calculated in accordance with GAAP.



“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or
amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with
the terms of Section 11.01 and (ii) has been approved by the Required Lenders.



“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting
Lender at such time.



“Note” means a promissory note made by a Borrower in favor of a Lender evidencing
Loans made by such Lender, substantially in the form of Exhibit C.



“Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Borrower arising under any Loan Document or otherwise with respect to any Loan
or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Borrower of any proceeding under any
Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding.



“OFAC” means the Office of Foreign Assets Control of the United States Department of
the Treasury.



“Ordinary Course Litigation” means claims which relate to Reinsurance Agreements,
Retrocession Agreements or Primary Policies entered into by Insurance Subsidiaries in the ordinary
course of business.



“Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a
result of a present or former connection between such Recipient and the jurisdiction imposing such
Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold
or assigned an interest in any Loan or Loan Document).



“Other Taxes” means all present or future stamp, court or documentary, intangible,
recording, filing or similar Taxes that arise from any payment made, from the execution, delivery,
performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to
Section 3.06).



“Participant” has the meaning set forth in Section 11.06(d).



“Participant Register” has the meaning set forth in Section 11.06(d).



“Participating Bank” means, from time to time, with respect to any Several Letter of
Credit, a Lender that is unable due to regulatory restrictions or other legal impediments to Issue
such Several Letter of Credit because of its relationship to the beneficiary and/or a Lender that
is not, or that loses its status as, an NAIC Approved Bank.



“Participating Bank Issuer” means, with respect to a Participating Bank, the Lender
who has agreed to front for such Participating Bank under a Several Letter of Credit.



“Participating Member State” means each state so described in any EMU Legislation.



“Patriot Act” has the meaning set forth in Section 11.17.



“PBGC” means the Pension Benefit Guaranty Corporation.



“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum
required contributions (including any installment payment thereof) to Pension Plans and set forth
in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412
of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter,
Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.



“Pension Plan” means any employee pension benefit plan (including a Multiple Employer
Plan or a Multiemployer Plan) that is maintained or is contributed to by Alterra Capital and any
ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding
standards under Section 412 of the Code.




“Permitted Transactions” has the meaning set forth in the term Guarantee.



“Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA
(including a Pension Plan), maintained for employees of Alterra Capital or any ERISA Affiliate or
any such Plan to which Alterra Capital or any ERISA Affiliate is required to contribute on behalf
of any of its employees.



“Platform” has the meaning set forth in Section 6.01.



“Primary Policies” means any insurance policies issued by an Insurance Subsidiary.



“Prior Lender” has the meaning set forth in Section 2.03(l).



“Prior Lender Liability” has the meaning set forth in Section 2.03(l).



“Process Agent” has the meaning set forth in Section 11.14(d).



“Recipient” means the Administrative Agent, any Lender, the Fronting Bank or any other
recipient of any payment to be made by or on account of any obligation of any Borrower hereunder.



“Register” has the meaning set forth in Section 11.06(c).



“Regulatory Matters” means the regulatory matters and investigations described in
Schedule 1.01.



“Reinsurance Agreements” means any agreement, contract, treaty, certificate or other
arrangement whereby Alterra Capital or any of its Insurance Subsidiaries agrees to assume from or
reinsure an insurer or reinsurer for all or part of the liability of such insurer or reinsurer
under a policy or policies of insurance issued by such insurer or under a reinsurance agreement
assumed by such reinsurer.



“Related Parties” means, with respect to any Person, such Person’s Affiliates and the
directors, officers, employees, agents, advisors and representatives of such Person and of such
Person’s Affiliates.



“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived.



“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of
Credit Application.



“Required Lenders” means, at any date of determination, Lenders having more than 50%
of the Aggregate Commitments or, if the Commitment of each Lender to make Loans and the obligation
of the Fronting Bank and the Lenders to make L/C Credit Extensions have been terminated pursuant to
Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstanding
Amount (with the aggregate amount of each Lender’s risk participation and funded participation in
L/C Obligations being deemed “held” by such Lender for purposes of this definition);
provided, that the Commitment of, and the portion of the Total Outstanding Amount held or
deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders; and provided, further that for purposes of amending the definition of “Eligible
Collateral”, such percentage shall be 66 2/3. 



“Responsible Officer” means with respect to any Person, the chief executive officer,
president, chief financial officer, chief accounting officer, controller or treasurer of such
Person. Any document delivered hereunder that is signed by a Responsible Officer of a Borrower
shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Borrower.



“Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interest of a Person, or any payment
(whether in cash, securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or termination of any
such Equity Interest, or on account of any return of capital to such Person’s stockholders,
partners or members (or the equivalent Person thereof).



“Retrocession Agreements” means any agreement, treaty, certificate or other
arrangement whereby any Insurance Subsidiary transfers, cedes or retrocedes to another insurer or
reinsurer all or part of such Insurance Subsidiary’s liability under a policy or policies of
insurance issued by such Insurance Subsidiary or under a Reinsurance Agreement assumed by such
Insurance Subsidiary.



“Revaluation Date” means with respect to any Letter of Credit, each of the following:
(a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each
date of an amendment of any such Letter of Credit having the effect of increasing the amount
thereof, (c) each date of any payment by the Fronting Bank under any Letter of Credit denominated
in an Alternative Currency, (d) the Letter of Credit Expiration Date, (e) with respect to the
Existing Letters of Credit, the Effective Date and (f) such additional dates as the Administrative
Agent, the Fronting Bank or a Borrower shall determine or the Required Lenders shall require.



“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and any successor thereto.



“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, same
day funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day
or other funds as may be determined by the Administrative Agent or the Fronting Bank, as the case
may be, to be customary in the place of disbursement or payment for the settlement of international
banking transactions in the relevant Alternative Currency.



“Sanctioned Country” means a country subject to a sanctions program identified on the
list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/sanctions,
or as otherwise published from time to time.



“Sanctioned Person” means (a) a Person named on the list of Specially Designated
Nationals or Blocked Persons maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sdn, or as otherwise published from time to time, or
(b)(i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a
Sanctioned Country, or (iii) a Person resident in a Sanctioned Country, to the extent subject to a
sanctions program administered by OFAC.



“SAP” means the statutory accounting practices prescribed or permitted by the
applicable Governmental Authority in an Insurance Subsidiary’s domicile for the preparation of
Annual Statements and other financial reports by insurance corporations of the same type as such
Insurance Subsidiary.



“SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



“Securities Intermediary” means any “securities intermediary” within the meaning of
Section 8.102(a)(14) of the UCC at which any securities account constituting a Collateral Account
is held, which shall be (a) located in the United States and (b) reasonably acceptable to the
Administrative Agent.



“Security Agreement” means a Security Agreement substantially in the form of
Exhibit J with such changes therein as may be agreed to by the Administrative Agent and any
Borrower which may be entered into from time to time between the Administrative Agent and such
Borrower.



“Several Letter of Credit” means a Letter of Credit issued severally by or on behalf
of the Lenders pursuant to which the Lenders (or in the case of any Participating Bank, its
Participating Bank Issuer) are severally liable to the beneficiary which shall be substantially in
the form of Exhibit B-2 or in such other form as may be agreed by the applicable L/C
Applicant and the L/C Administrator; provided that the L/C Administrator will agree to reasonable
changes to such form, necessary to satisfy any then applicable requirement of the applicable
insurance regulators and/or of any rating agency.



“Spot Rate” for a currency means the rate determined by the Administrative Agent, to
be the rate quoted by the Administrative Agent as the spot rate for the purchase by the
Administrative Agent of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of
which the foreign exchange computation is made; provided that the Administrative Agent may
obtain such spot rate from another financial institution designated by the Administrative Agent if
the Administrative Agent does not have as of the date of determination a spot buying rate for any
such currency; and provided further, that the Administrative Agent may use such
spot rate quoted on the date as of which the foreign exchange computation is made in the case of
any Letter of Credit denominated in an Alternative Currency.



“Sterling” and “£” mean the lawful currency of the United Kingdom.



“Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of Alterra Capital.



“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, property catastrophe futures or any other similar transactions or any combination
of any of the foregoing (including any options to enter into any of the foregoing), whether or not
any such transaction is governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related schedules, a Master
Agreement), including any such obligations or liabilities under any Master Agreement.



“Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts (which may include a
Lender or any Affiliate of a Lender).



"SWIFT” has the meaning set forth in Section 2.03(f).



“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).



“Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



“Threshold Amount” means $75,000,000.



“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments
and Total Outstanding Amount of such Lender at such time.



“Total Outstanding Amount” means the sum of (a) with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any Borrowings and
prepayments or repayments of Loans occurring on such date; plus (b) with respect to any L/C
Obligations on any date, the Dollar Equivalent amount of such L/C Obligations on such date after
giving effect to any L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result of any
reimbursements by L/C Applicants of Unreimbursed Amounts. The Total Outstanding Amount of any
Lender on any date means the sum of (x) the aggregate outstanding principal amount of Loans owed to
such Lender plus (y) the Dollar Equivalent amount of L/C Obligations of such Lender on such
date, in each case after giving effect to any Credit Extensions and/or prepayments or repayments of
Credit Extensions on such date.



“Type” means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.



“UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York.



“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice
for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such
later version thereof as may be in effect at the time of issuance); unless an L/C Applicant or a
beneficiary advises that the Uniform Customs and Practice for Documentary Credits, ICC Publication
No. 500 or another subsequent version is required by its insurance regulator.



“United States” and “U.S.” mean the United States of America.



“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(ii).



“U.S. Tax Compliance Certificate” has the meaning set forth in Section
3.01(e)(ii)(B)(III).



“Wholly Owned” means, with respect to any Subsidiary of any Person, that 100% of the
outstanding Equity Interests of such Subsidiary is owned, directly or indirectly, by such Person.



1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:



(a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall
include all statutory and regulatory provisions consolidating, amending, replacing or interpreting
such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to
such Law or regulation as amended, modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.



(b) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”



(c) Article and section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.



1.03 Accounting Terms.



(a) Generally. All accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to time except
as otherwise specifically prescribed herein.



(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any
financial ratio or requirement or any other standard, term or availability under any basket set
forth in any Loan Document, and either Alterra Capital or the Required Lenders shall so request,
the Administrative Agent, the Lenders and Alterra Capital shall negotiate in good faith to amend
such ratio or requirement to preserve the original intent thereof in light of such change in GAAP
(subject to the approval of the Required Lenders); provided, that until so amended, (i)
such ratio, requirement standard term or basket shall continue to be computed in accordance with
GAAP prior to such change therein and (ii) Alterra Capital shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.



1.04 Exchange Rates; Currency Equivalents.



(a) The Administrative Agent or the Fronting Bank, as applicable, shall determine the Spot
Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit
Extensions and any portion of the Total Outstanding Amount denominated in Alternative Currencies.
Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates
employed in converting any amounts between the applicable currencies until the next Revaluation
Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or
calculating financial covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar
Equivalent amount as so determined by the Administrative Agent.



(b) Wherever in this Agreement in connection with the issuance, amendment or extension of a
Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in
Dollars, but such Letter of Credit is denominated in an Alternative Currency, such amount shall be
the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of
such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the
Administrative Agent.



1.05 Additional Alternative Currencies. (a) Alterra Capital may from time to time request
that Letters of Credit be issued in a currency other than those specifically listed in the
definition of “Alternative Currency;” provided that such requested currency is a lawful currency
(other than Dollars) that is readily available and freely transferable and convertible into
Dollars. In the case of any such request, such request shall be subject to the approval of the
Administrative Agent and the Fronting Bank and if the Administrative Agent and the Fronting Bank
consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent
shall so notify Alterra Capital and the Lenders and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances.



(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., ten
Business Days prior to the date of the desired Credit Extension or such shorter time as may be
agreed by the Administrative Agent and the Fronting Bank, in its or their sole discretion. In the
case of any such request, the Administrative Agent shall promptly notify the Fronting Bank thereof.
The Fronting Bank shall notify the Administrative Agent, not later than 11:00 a.m., five Business
Days after receipt of such request whether it consents, in its sole discretion, to the issuance of
Letters of Credit in such requested currency.



(c) Any failure by the Fronting Bank to respond to such request within the time period
specified in the subsection (b) above shall be deemed to be a refusal by the Fronting Bank to
permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and
the Fronting Bank consent to the issuance of Letters of Credit in such requested currency, the
Administrative Agent shall so notify Alterra Capital and such currency shall thereupon be deemed
for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit
issuances. If the Administrative Agent shall fail to obtain consent to any request for an
additional currency under this Section 1.05, the Administrative Agent shall promptly so
notify Alterra Capital.



1.06 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to
this Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



1.07 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).



1.08 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of
Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter
of Credit in effect at such time; provided, that with respect to any Letter of Credit that,
by its terms or the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be
deemed to be the maximum Dollar Equivalent of the stated amount of such Letter of Credit after
giving effect to all such increases, whether or not such maximum stated amount is in effect at such
time.



ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS




2.01 Commitments. On and subject to the terms and conditions set forth herein, (a) each
Lender severally agrees to make loans (each such loan, a “Loan”) to Alterra Capital,
Alterra Bermuda, and, upon satisfaction of the conditions in Section 2.14, each Designated
Borrower, in Dollars from time to time, on any Business Day during the Availability Period in such
Lender’s Applicable Percentage of such aggregate amounts as such Borrower may from time to time
request, (b) each Lender that is not a Participating Bank severally agrees to issue, extend and
renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for
the account of Alterra Capital, Alterra Bermuda (or at the request of Alterra Bermuda for the
account of any Insurance Subsidiary of Alterra Capital which is not a Borrower), and, upon
satisfaction of the conditions in Section 2.14, each Designated Borrower, from time to time
during the Availability Period and each Participating Bank Issuer hereby agrees that it shall be
severally (and not jointly) liable for an amount equal to its Applicable Percentage plus its
Participating Bank’s Applicable Percentage and each Participating Bank hereby agrees to purchase a
risk participation in the obligations of such Participating Bank Issuer under any such Several
Letter of Credit in an amount equal to such Participating Bank’s Applicable Percentage, and (c) the
Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of
Alterra Capital, Alterra Bermuda (or at the request of Alterra Bermuda for the account of any
Insurance Subsidiary of Alterra Capital which is not a Borrower) and each Designated Borrower, from
time to time during the Availability Period and each Lender agrees to purchase risk participations
in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth
in Section 2.03; provided, that after giving effect to any Credit Extension
pursuant to this Section 2.01,



(A) the Total Outstanding Amount shall not exceed the Aggregate Commitments,



(B) the aggregate Total Outstanding Amount of any Lender shall not exceed such Lender’s
Commitment,



(C) the aggregate outstanding principal amount of Loans shall not exceed the Loan Sublimit,



(D) such Borrower’s Outstanding Amount (including, in the case of Alterra Bermuda, L/C
Obligations for Letters of Credit issued for the account of any Insurance Subsidiary of Alterra
Capital which is not a Borrower) shall not exceed such Borrower’s Borrowing Base, and



(E) the stated amount of all Letters of Credit denominated in an Alternative Currency shall
not exceed the Alternative Currency L/C Sublimit.



Within the foregoing limits, and subject to the terms and conditions hereof, an L/C
Applicant’s ability to obtain Letters of Credit shall be fully revolving and accordingly an L/C
Applicant may during the Availability Period obtain Letters of Credit to replace Letters of Credit
that have expired or that have been drawn upon and reimbursed. Within the limits of this
Section 2.01 and subject to the other terms and conditions hereof, a Borrower may borrow
Loans under this Section 2.01, prepay Loans under Section 2.04 and reborrow Loans
under this Section 2.01.



2.02 Borrowings, Conversions and Continuations of Loans.



(a) (i) Each Borrowing, each conversion of Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable
notice to the Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than 11:00 a.m. (x) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of
any conversion of Eurodollar Rate Loans to Base Rate Loans, and (y) on the requested date of any
Borrowing of Base Rate Loans; provided, that if a Borrower wishes to request Eurodollar
Rate Loans having an Interest Period other than one, two, three or six months in duration as
provided in the definition of “Interest Period”, the applicable notice must be received by the
Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of
such Borrowing, conversion or continuation of Eurodollar Rate Loans, whereupon the Administrative
Agent shall give prompt notice to the Lenders of such request and determine whether the requested
Interest Period is available to all of them. Not later than 11:00 a.m. three Business Days before
the requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans, the
Administrative Agent shall notify the applicable Borrower (which notice may be by telephone)
whether or not the requested Interest Period is available to all the Lenders. Each telephonic
notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed
by a Responsible Officer of such Borrower. Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice
(whether telephonic or written) shall specify (A) whether the applicable Borrower is requesting a
Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate
Loans, (B) the requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or
continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and
(v) if applicable, the duration of the Interest Period with respect thereto. If the applicable
Borrower fails to specify a Type of Loan in a Loan Notice or if the applicable Borrower fails to
give a timely notice requesting a conversion or continuation, then the applicable Loans shall be
made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall
be effective as of the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans. If a Borrower requests a Borrowing of, conversion to, or
continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month.




(ii) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify
each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no
timely notice of a conversion or continuation is provided by such Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic conversion to
Base Rate Loans described in the preceding subsection. In the case of a Borrowing, each
Lender shall make the amount of its Loan available to the Administrative Agent in Same Day
Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day
specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set
forth in Section 4.02, the Administrative Agent shall make all funds so received
available to the applicable Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of the applicable Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the Administrative
Agent by such Borrower.



(b) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of
an Event of Default, no Loans may be requested as, converted to or continued as, Eurodollar Rate
Loans without the consent of the Required Lenders.



(c) The Administrative Agent shall promptly notify Alterra Capital and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of
such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent
shall notify Alterra Capital and the Lenders of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such change.



(d) After giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, no Borrower shall have more than three
Interest Periods in effect with respect to its Loans.



2.03 Letters of Credit.



(a) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit.




(i) Subject to Section 2.01, each Letter of Credit shall be issued or amended,
as the case may be, upon the request of an L/C Applicant delivered to (x) the Fronting Bank,
in the case of Fronted Letters of Credit and (y) the L/C Administrator, in the case of
Several Letters of Credit (with a copy in each case to the Administrative Agent) in the form
of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of such L/C Applicant. Such Letter of Credit Application may be sent by facsimile,
by United States mail, by overnight courier, by electronic transmission using the system
provided by the Applicable Issuing Party, by personal delivery or by any other means
acceptable to the Applicable Issuing Party. Such Letter of Credit Application must be
received by the Applicable Issuing Party and the Administrative Agent not later than 11:00
a.m. at least two Business Days (or such later date and time as the Administrative Agent and
the Applicable Issuing Party may agree in a particular instance in their sole discretion)
prior to the proposed issuance date or date of amendment, as the case may be. In the case
of a request for an initial issuance of a Letter of Credit, such Letter of Credit
Application shall specify in form and detail reasonably satisfactory to the Applicable
Issuing Party: (A) the proposed issuance date of the requested Letter of Credit (which shall
be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof which
shall be the earlier of the date which is twelve months from the date of issuance (or in the
case of Letters of Credit denominated in Canadian Dollars, thirteen months solely if
necessary for regulatory purposes) or the Letter of Credit Expiration Date; (D) the name and
address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; (G) whether such Letter of Credit is to be a
Fronted Letter of Credit or a Several Letter of Credit (it being agreed that (x) all Letters
of Credit issued in an Alternative Currency shall be Fronted Letters of Credit and (y) in
the case of Several Letters of Credit, in the event a Lender advises the L/C Administrator
that such Lender is a Participating Bank, such Lender shall have advised the L/C
Administrator of its Participating Bank Issuer); (H) whether such Letter of Credit shall be
issued under the rules of the ISP or the UCP; (I) the name of the account party, and (J)
such other matters as the Applicable Issuing Party may reasonably require. In the case of a
request for an amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail reasonably satisfactory to the Applicable
Issuing Party (1) the Letter of Credit to be amended; (2) the proposed date of amendment
thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4)
such other matters as the Applicable Issuing Party may require. Additionally, the
applicable L/C Applicant shall furnish to the Applicable Issuing Party and the
Administrative Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as the Applicable
Issuing Party or the Administrative Agent may reasonably require. In the event Alterra
Bermuda requests that a Letter of Credit be issued for the account of any of Alterra
Capital’s Insurance Subsidiaries, Alterra Bermuda shall be liable for all Obligations under
such Letter of Credit and shall be required to post Collateral in compliance with
Sections 2.01(D) and 6.10 with respect to such Letter of Credit, as if it
had been issued for the account of Alterra Bermuda itself.




(ii) Promptly after receipt of any Letter of Credit Application, the Applicable Issuing
Party will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application from an L/C
Applicant and, if not, the Applicable Issuing Party will provide the Administrative Agent
with a copy thereof. Unless the Applicable Issuing Party has received written notice from
any Lender, the Administrative Agent or a Borrower, at least one Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article IV shall not then be satisfied (such
conditions, for the avoidance of doubt, being inapplicable to any such amendment that does
not constitute an L/C Credit Extension), then, subject to the terms and conditions hereof,
the Applicable Issuing Party shall, on the requested date, issue a Letter of Credit for the
account of such L/C Applicant or enter into the applicable amendment, as the case may be, in
each case in accordance with the Applicable Issuing Party’s usual and customary business
practices. The Applicable Issuing Party will promptly notify the Administrative Agent of
any L/C Credit Extension, and any decrease in the stated amount of or termination of a
Letter of Credit prior to its stated expiry date. Immediately upon the issuance of each
Fronted Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, without recourse or warranty, purchase from the Fronting Bank a
risk participation in such Fronted Letter of Credit in an amount equal to the product of
such Lender’s Applicable Percentage times the amount of such Fronted Letter of
Credit.



(b) The L/C Administrator is hereby authorized to execute and deliver each Several Letter of
Credit and each amendment to a Several Letter of Credit on behalf of each Lender (unless such
Lender has advised the L/C Administrator that it is a Participating Bank) provided that,
upon request of an L/C Applicant, such Several Letter of Credit or amendment will be executed by
each Lender (other than a Participating Bank). The L/C Administrator shall use the Applicable
Percentage of each Lender as its “Commitment share” under each Several Letter of Credit provided
that the Participating Bank Issuer shall be severally (and not jointly) liable for an amount equal
to its Applicable Percentage plus the Applicable Percentage of its Participating Bank under
any such Several Letter of Credit. The L/C Administrator shall not amend any Several Letter of
Credit to change the “Commitment shares” of an L/C Issuer or add or delete an L/C Issuer liable
thereunder unless such amendment is done in connection with an assignment in accordance with
Section 11.06, a change in the Lenders and/or the Applicable Percentages as a result of any
increase in the Aggregate Commitments pursuant to Section 2.13 or any other addition or
replacement of a Lender in accordance with the terms of this Agreement or a change in status of a
Lender as a Participating Bank or Defaulting Lender. Fees owed by any Participating Bank to its
Participating Bank Issuer pursuant to Section 2.03(j) shall accrue for the account of such
Participating Bank only during such period as such Lender is a Participating Bank with respect to
any such Several Letter of Credit. Each Lender hereby irrevocably constitutes and appoints the L/C
Administrator its true and lawful attorney-in-fact for and on behalf of such Lender with full power
of substitution and revocation in its own name or in the name of the L/C Administrator to issue,
execute and deliver, as the case may be, each Several Letter of Credit and each amendment to a
Several Letter of Credit and to carry out the purposes of this Agreement with respect to Several
Letters of Credit. Upon request, each Lender shall execute such powers of attorney or other
document as any beneficiary of any Several Letter of Credit may reasonably request to evidence the
authority of the L/C Administrator to execute and deliver such Several Letter of Credit and any
amendment or other modification thereto on behalf of the Lenders. Immediately upon issuance of
each Several Letter of Credit, each Participating Bank shall be deemed to, and hereby irrevocably
and unconditionally agrees to, without recourse or warranty, purchase from its Participating Bank
Issuer a risk participation in such Several Letter of Credit in an amount equal to the product of
such Participating Bank’s Applicable Percentage times the amount of such Several Letter of
Credit.




(i) The Applicable Issuing Party shall not issue any Letter of Credit, if:




(A) subject to Section 2.03(b)(v), the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of issuance or
last extension (or in the case of Letters of Credit denominated in Canadian Dollars,
thirteen months solely if necessary for regulatory purposes) unless the Lenders have
approved such expiry date;




(B) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless all the Lenders have approved such expiry
date;




(C) if the L/C Applicant is an Irish company, unless the beneficiary of such
Letter of Credit is neither habitually resident in Ireland nor has a place of
establishment in Ireland; or




(D) if the Letter of Credit is a Several Letter of Credit, a Participating Bank
does not have a Participating Bank Issuer for such Letter of Credit.




(ii) An L/C Issuer shall not be under any obligation to issue any Letter of Credit if:




(A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such
Letter of Credit, or any Law applicable to such L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C
Issuer refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon such L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which such L/C
Issuer is not otherwise compensated hereunder) not in effect on the Effective Date,
or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which
was not applicable on the Effective Date and which such L/C Issuer in good faith
deems material to it;




(B) except as otherwise agreed by the Administrative Agent and the Applicable
Issuing Party, such Letter of Credit is in an initial stated amount less than
$50,000;




(C) such Letter of Credit is to be denominated in a currency other than Dollars
or an Alternative Currency or, after giving effect to such issuance the Dollar
Equivalent of the stated amount of all Letters of Credit denominated in an
Alternative Currency would exceed the Alternative Currency L/C Sublimit;




(D) such Letter of Credit is not substantially in the form of Exhibit
B-1 or B-2, as applicable; provided that the Applicable Issuing Party
can and will agree to reasonable changes to such forms, not adverse to interests of
the Lenders, necessary to satisfy any then applicable requirements of the applicable
insurance regulators and/or of any rating agency; or




(E) if the Letter of Credit is a Fronted Letter of Credit, a default of any
Lender’s obligations to fund under Section 2.03(c) exists or any Lender is
at such time a Defaulting Lender hereunder, unless the Fronting Bank has entered
into satisfactory arrangements to eliminate the Fronting Bank’s risk with respect to
such Lender.




(iii) The Applicable Issuing Party shall not amend any Letter of Credit if (A) the
Applicable Issuing Party would not be permitted at such time to issue such Letter of Credit
in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit.




(iv) The L/C Administrator shall act on behalf of the Lenders with respect to any
Several Letters of Credit issued hereunder and the documents associated thereto and the
Fronting Bank shall act on behalf of the Lenders with respect to any Fronted Letters of
Credit issued by the Fronting Bank hereunder and the documents associated therewith, and
each of the L/C Administrator and the Fronting Bank shall have all of the benefits and
immunities (A) provided to the Administrative Agent in Article IX with respect to
any acts taken or omissions suffered by the L/C Administrator or the Fronting Bank, as the
case may be, in connection with Letters of Credit issued or proposed to be issued hereunder
and Issuer Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article IX included the L/C Administrator and the
Fronting Bank with respect to such acts or omissions, and (B) as additionally provided
herein with respect to the L/C Administrator and the Fronting Bank.




(v) If an L/C Applicant so requests in any applicable Letter of Credit Application, the
Applicable Issuing Party may, in its sole and absolute discretion, agree to issue a Letter
of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit must permit the
Applicable Issuing Party to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior
notice to the beneficiary thereof not later than a day (the “Non-Extension Notice
Date”) in each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued. Unless otherwise directed by the Applicable Issuing Party, the applicable
L/C Applicant shall not be required to make a specific request to the Applicable Issuing
Party for any such extension. Once an Auto-Extension Letter of Credit has been issued, the
Lenders shall be deemed to have authorized (but may not require) the Applicable Issuing
Party to permit the extension of such Letter of Credit at any time to an expiry date not
later than the Letter of Credit Expiration Date; provided, that the Applicable
Issuing Party shall not permit any such extension if (A) the Applicable Issuing Party has
determined that it would not be permitted, or would have no obligation, at such time to
issue such Letter of Credit in its revised form (as extended) under the terms hereof (by
reason of the provisions of clause (i) or (ii) of Section 2.03(b) or otherwise), or
(B) it has received notice (which may be by telephone or in writing) on or before the day
that is seven Business Days before the Non-Extension Notice Date (1) from the applicable L/C
Applicant that it does not wish to have such Letter of Credit extended, (2) from the
Administrative Agent that the Lenders have elected not to permit such extension or (3) from
the Administrative Agent, any Lender or any Borrower that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied, and in each such case
directing the Applicable Issuing Party not to permit such extension.




(vi) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the
Applicable Issuing Party will also deliver to the applicable L/C Applicant and the
Administrative Agent a true and complete copy of such Letter of Credit or amendment.




	 	(c)	 	Drawings and Reimbursements; Funding of Participations.






(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit (a “Drawing Request”), the Applicable Issuing
Party shall notify the applicable L/C Applicant and the Administrative Agent of the receipt
of such Drawing Request and of the date the Applicable Issuing Party will honor such request
(each such date, an “Honor Date”). Not later than 11:00 a.m. on such Honor Date in
the case of Letters of Credit to be reimbursed in Dollars or the Applicable Time on the
Honor Date with respect to Letters of Credit to be reimbursed in an Alternative Currency,
the applicable L/C Applicant shall reimburse the respective L/C Issuers through the
Administrative Agent in Same Day Funds the amount of the Drawing Request. In the case of a
Letter of Credit denominated in an Alternative Currency, the applicable L/C Applicant shall
reimburse the Fronting Bank through the Administrative Agent in such Alternative Currency,
unless (A) the Fronting Bank (at its option) shall have specified in such notice that it
will require reimbursement in Dollars, or (B) in the absence of any such requirement for
reimbursement in Dollars, such L/C Applicant shall have notified the Fronting Bank promptly
following receipt of notice of drawing that such L/C Applicant will reimburse the Fronting
Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a
Letter of Credit denominated in an Alternative Currency, the Administrative Agent shall
notify the applicable L/C Applicant of the Dollar Equivalent of the amount of the drawing
promptly following the determination thereof. To the extent that Same Day Funds are
received by the Administrative Agent from the applicable L/C Applicant prior to 11:00 a.m.
(or the Applicable Time in the case of any Letter of Credit to be reimbursed in an
Alternative Currency) on the Honor Date, the Administrative Agent shall remit the funds so
received to the Applicable Issuing Party. Any notice given by the Applicable Issuing Party
or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by
telephone if immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding effect of such notice.




(ii) With respect to any Drawing Request, if Same Day Funds are not received by the
Administrative Agent from the applicable L/C Applicant prior to 11:00 a.m. (or the
Applicable Time in the case of any Letter of Credit to be reimbursed in an Alternative
Currency) on the Honor Date in the amount of such Drawing Request, the Administrative Agent
shall promptly notify each Lender of such Drawing Request, the amount of the unreimbursed
drawing (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage of such
Unreimbursed Amount. If such Unreimbursed Amount relates to a Letter of Credit issued in an
Alternative Currency, such Unreimbursed Amount shall be the Dollar Equivalent (as calculated
by the Administrative Agent using the Spot Rate) of the Drawing Request. Each Lender shall
make funds available to the Administrative Agent for the account of the Applicable Issuing
Party at the Administrative Agent’s Office in an amount equal to its Applicable Percentage
of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such
notice by the Administrative Agent (the “L/C Advance Date”). The Administrative
Agent shall remit the funds so received to the Applicable Issuing Party. To the extent that
Same Day Funds are received by the Administrative Agent from the Lenders (or the
Participating Bank Issuer on behalf of a Participating Bank) with respect to a Several
Letter of Credit prior to 2:00 p.m. on the L/C Advance Date, the Administrative Agent shall
notify the L/C Administrator and the L/C Administrator shall promptly make such funds
available to the beneficiary of such Several Letter of Credit on such date. To the extent
that the L/C Administrator has not delivered funds to any beneficiary of a Several Letter of
Credit on behalf of a Lender on the L/C Advance Date, if Same Day Funds are received by the
Administrative Agent from such Lender: (i) after 2:00 p.m. on the L/C Advance Date, the L/C
Administrator shall make such funds available to such beneficiary on the next Business Day;
(ii) prior to 2:00 p.m. on any Business Day after the L/C Advance Date, the L/C
Administrator shall make those funds available to such beneficiary on such Business Day; and
(iii) after 2:00 p.m. on any Business Day after the L/C Advance Date, the L/C Administrator
shall make those funds available to such beneficiary on the next Business Day following such
Business Day.




(iii) Unless the Administrative Agent or L/C Administrator receives notice from a
Lender prior to any L/C Advance Date with respect to a Several Letter of Credit that such
Lender will not make available as and when required hereunder to the Administrative Agent
the amount of such Lender’s L/C Advance on such L/C Advance Date, the Administrative Agent
and the L/C Administrator may assume that such Lender has made such amount available to the
Administrative Agent in Same Day Funds on the L/C Advance Date and the L/C Administrator may
(but shall not be required), in reliance upon such assumption, make available to the
beneficiary of the related Several Letter of Credit on such date such Lender’s L/C Advance.




(iv) With respect to any Unreimbursed Amount, the applicable L/C Applicant shall be
deemed to have incurred an L/C Advance in the Dollar Equivalent of the Unreimbursed Amount
from (x) in the case of Fronted Letters of Credit, the Fronting Bank and (y) in the case of
Several Letters of Credit, from the Lenders to the extent that they have provided funds with
respect to such Several Letter of Credit pursuant to Section 2.03(c)(ii), from the
Participating Bank Issuer or from the L/C Administrator to the extent it has made funds
available on behalf of a Lender pursuant to Section 2.03(c)(iii). L/C Advances
shall be due and payable on demand (together with interest) and shall bear interest at the
Default Rate. Each Lender’s or Participating Bank’s payment to the Administrative Agent for
the account of the Applicable Issuing Party pursuant to Section 2.03(c)(ii) shall be
deemed payment in respect of its participation in such L/C Advance and shall constitute an
L/C Advance from such Lender in satisfaction of its participation obligation under this
Section 2.03. Any payment by an L/C Applicant in respect of such L/C Advance shall
be made to the Administrative Agent and upon receipt applied by the Administrative Agent in
accordance with Section 2.03(d).




(v) Until each Lender funds its L/C Advance pursuant to this Section 2.03(c) to
reimburse the Applicable Issuing Party for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Applicable Percentage of such Unreimbursed Amount shall
be solely for the account of the Fronting Bank or the L/C Administrator, as applicable.




(vi) Each Lender’s obligation to make L/C Advances to reimburse the Applicable Issuing
Party for amounts drawn under Letters of Credit, as contemplated by this Section
2.03(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the Administrative Agent, the Applicable Issuing Party,
any Lender, any L/C Applicant, any beneficiary named in any Letter of Credit, any transferee
of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any
other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, (C)
any lack of validity or enforceability of such Letter of Credit, this Agreement or any other
Loan Document, (D) any draft, certificate or any other document presented under any Letter
of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect, (E) the surrender or impairment
of any security for the performance or observance of any of the terms of the Loan Documents,
(F) any matter or event set forth in Section 2.03(b)(i), or (G) any other
occurrence, event or condition, whether or not similar to any of the foregoing. No such
making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable
L/C Applicant to reimburse the respective L/C Issuers for the amount of any payment made by
the respective L/C Issuers under any Letter of Credit, together with interest as provided
herein.




(vii) If any Lender fails to make available to the Administrative Agent for the account
of the Applicable Issuing Party any amount required to be paid by such Lender pursuant to
the foregoing provisions of this Section 2.03(c) by the time specified in the third
sentence of Section 2.03(c)(ii), the Applicable Issuing Party, shall be entitled to
recover from such Lender (acting through the Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the Applicable Issuing Party, as the case may
be, at a rate per annum equal to the Federal Funds Rate, plus any administrative, processing
or similar fees customarily charged by the Applicable Issuing Party in connection with the
foregoing. A certificate of the Applicable Issuing Party, submitted to any Lender (through
the Administrative Agent) with respect to any amounts owing under this clause (vii) shall be
conclusive absent manifest error.



(d) Repayment of Participations.




(i) At any time after the Applicable Issuing Party has made a payment under any Letter
of Credit and has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.03(c), if the Administrative Agent receives any
payment in respect of the related Unreimbursed Amount or interest thereon (whether directly
from the applicable L/C Applicant or otherwise, including proceeds of Cash Collateral or
other Collateral applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such Lender’s L/C
Advance was outstanding) in the same funds as those received by the Administrative Agent.




(ii) If any payment received by the Administrative Agent pursuant to Section
2.03(c)(i) is required to be returned under any of the circumstances described in
Section 11.05 (including pursuant to any settlement entered into by the Applicable
Issuing Party in its discretion), each Lender shall pay to the Administrative Agent for the
account of the Applicable Issuing Party its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the date such
amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from
time to time in effect. The obligations of the Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement.



(e) Obligations Absolute. The obligation of each L/C Applicant to reimburse the respective
L/C Issuers for each drawing under each Letter of Credit issued for the account of such L/C
Applicant and to repay each related L/C Advance shall be absolute, unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this Agreement under all circumstances,
including the following:




(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;




(ii) the existence of any claim, counterclaim, setoff, defense or other right that any
Borrower or any Subsidiary for whose account such Letter of Credit was issued may have at
any time against any beneficiary or any transferee of such Letter of Credit (or any Person
for whom any such beneficiary or any such transferee may be acting), the Applicable Issuing
Party or any L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;




(iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




(iv) any payment by the Applicable Issuing Party under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms of such
Letter of Credit; or any payment made by the Applicable Issuing Party under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other representative of or
successor to any beneficiary or any transferee of such Letter of Credit, including any
arising in connection with any proceeding under any Debtor Relief Law;




(v) waiver by the Applicable Issuing Party of any requirement that exists for the
Applicable Issuing Party’s protection and not the protection of the L/C Applicant;




(vi) any payment made by the L/C Issuer in respect of an otherwise complying item
presented after the date specified as the expiration date of, or the date by which documents
must be received under such Letter of Credit if presentation after such date is authorized
by the UCC, the ISP or the UCP to the extent the UCC, the ISP or the UCP applies to such
Letter of Credit by its terms;




(vii) any adverse change in the relevant exchange rates or in the availability of the
relevant Alternative Currency to the applicable L/C Applicant or in the relevant currency
markets generally; or




(viii) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Borrower or any L/C Applicant.



Each L/C Applicant shall promptly examine a copy of each Letter of Credit and each amendment
thereto that is delivered to it and, in the event of any claim of noncompliance with such L/C
Applicant’s instructions or other irregularity, such L/C Applicant will promptly notify the
Applicable Issuing Party. Such L/C Applicant shall be conclusively deemed to have waived any such
claim against the Applicable Issuing Party and its correspondents unless such notice is given as
aforesaid.



(f) Role of Applicable Issuing Party. Each Lender and each L/C Applicant agrees that, in
paying any drawing under a Letter of Credit, the Applicable Issuing Party shall not have any
responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or
accuracy of any such document or the authority of the Person executing or delivering any such
document. None of the Applicable Issuing Parties, the L/C Issuers, the Lenders, the Administrative
Agent, any of their respective Related Parties nor any correspondent, participant or assignee of an
Applicable Issuing Party or L/C Issuer shall be liable to any Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of the Required Lenders; (ii)
any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or instrument related to
any Letter of Credit or Issuer Document. Each L/C Applicant hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, that this assumption is not intended to, and shall not, preclude such L/C
Applicant from pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the Applicable Issuing Parties, the L/C
Issuers, the Lenders, the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of an Applicable Issuing Party or L/C Issuer shall be liable
or responsible for any of the matters described in clauses (i) through (viii) of
Section 2.03(e); provided, that anything in such clauses to the contrary
notwithstanding, the applicable L/C Applicant may have a claim against the Applicable Issuing Party
and/or the L/C Issuers, and the Applicable Issuing Party and/or the L/C Issuers may be liable to
such L/C Applicant to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by such L/C Applicant which such L/C Applicant proves
were caused by the Applicable Issuing Party’s or L/C Issuer’s willful misconduct or gross
negligence or the Applicable Issuing Party’s or L/C Issuer’s willful failure to pay under any
Letter of Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the Applicable Issuing Party may accept
documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and neither the Applicable
Issuing Party nor any L/C Issuer shall be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason. The Applicable Issuing Party may send a Letter of Credit or
conduct any communication to or from the beneficiary via the Society for Worldwide Interbank
Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially
reasonable means of communicating with a beneficiary (unless such beneficiary or the L/C Applicant
on behalf of such beneficiary has advised the Applicable Issuing Party of the preferred means of
communication).



(g) Cash Collateral.




(i) If the Administrative Agent notifies Alterra Capital at any time that the Total
Outstanding Amount of L/C Obligations with respect to Alternative Currency denominated
Letters of Credit at such time exceeds 103% of the Alternative Currency L/C Sublimit, then,
within two Business Days after receipt of such notice, the applicable Borrower(s) shall
either Cash Collateralize the L/C Obligations of such Borrower(s) in an amount equal to
such excess or post additional Eligible Collateral having an Adjusted Fair Market Value
equal to such excess. Upon the request of the applicable Borrower(s) made within two
Business Days following any Revaluation Date, the Administrative Agent will, so long as no
Default then exists, release Cash Collateral to such Borrower(s) in an amount up to the
excess of (x) the aggregate amount of Cash Collateral on deposit with respect to Alternative
Currency denominated Letters of Credit over (y) 103% of the Alternative Currency L/C
Sublimit.




(ii) The Administrative Agent or the Fronting Bank may, at any time and from time to
time after the initial deposit of Cash Collateral pursuant to clause (i) above,
request additional Cash Collateral to the extent the amount of Cash Collateral with respect
to Alternative Currency denominated Letters of Credit is less than the positive difference
between the Total Outstanding Amount of all L/C Obligations for Alternative Currency
denominated Letters of Credit and 103% of the Alternative Currency L/C Sublimit due to
exchange rate fluctuations.



(h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the Applicable Issuing
Party and the applicable L/C Applicant when a Letter of Credit is issued either the rules of the
ISP or the UCP at the option of such L/C Applicant shall apply to each Letter of Credit.



(i) Letter of Credit Fees. Each L/C Applicant shall pay to the Administrative Agent for the
account of each Lender in accordance, subject to Section 2.17, with its Applicable
Percentage in Dollars, a letter of credit fee (the “Letter of Credit Fee”) for each Letter
of Credit issued for the account of such L/C Applicant equal to the Applicable Rate times
the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. For
purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount
of such Letter of Credit shall be determined in accordance with Section 1.08. Letter of
Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the
first Business Day after the end of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand; provided that with respect to the Existing Letters of
Credit and any Letters of Credit issued on or before December, 31, 2011, Letter of Credit fees for
such Letters of Credit shall be payable on March 31, 2012 and such date thereafter .
Notwithstanding anything to the contrary contained herein, upon the request of the Required
Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.



(j) Fronting Fee and Documentary and Processing Charges.




(i) Each L/C Applicant shall pay directly to the Fronting Bank for its own account in
Dollars a fronting fee with respect to each Fronted Letter of Credit issued for the account
of such L/C Applicant by the Fronting Bank, at the rate per annum specified in the Bank of
America Fee Letter, computed on the Dollar Equivalent of the daily amount available to be
drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall
be due and payable at such times (no more frequently than quarterly) as the Fronting Bank
advises such L/C Applicant, on the Letter of Credit Expiration Date and thereafter on
demand, it being understood that the Fronting Bank will invoice each L/C Applicant directly
for amounts due under this Section 2.03(j). For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit
shall be determined in accordance with Section 1.08. In addition, each L/C
Applicant shall pay directly to the Applicable Issuing Party for its own account letter of
credit processing fees as set forth in the Bank of America Fee Letter. Such fees are due
and payable on demand and are nonrefundable.




(ii) Each Participating Bank with respect to a Several Letter of Credit shall pay to
its Participating Bank Issuer a fronting fee (the “Several L/C Fronting Fee”)
computed on the risk participation purchased by such Participating Bank from such
Participating Bank Issuer with respect to such Several Letter of Credit at the rate per
annum and at the times and in the manner agreed upon by such Participating Bank and its
Participating Bank Issuer.



(k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and
the terms of any Issuer Document, the terms hereof shall control.



(l) Existing Letters of Credit.




(i) On and after the Effective Date, the Existing Letters of Credit shall be deemed to
be issued under this Agreement for all purposes, including for purposes of the fees to be
collected pursuant to Sections 2.03(i) and (j), and reimbursement of costs
and expenses to the extent provided herein and, in the case of Existing Letters of Credit
issued for someone other than Alterra Bermuda, Alterra Bermuda shall be liable for such
Existing Letters of Credit as if they had been issued for the account of Alterra Bermuda
originally.




(ii) On the Effective Date, the risk participation of each Lender in the Existing
Letters of Credit issued as Fronted Letters of Credit shall be equal to each Lender’s
Applicable Percentage and the risk participation of each Lender in the Existing Letters of
Credit issued as Several Letters of Credit (the “Existing Several Letters of
Credit”) shall be equal to each Lender’s Applicable Percentage.




(iii) Bank of America shall promptly amend each Existing Several Letter of Credit to
reflect the applicable Lenders as L/C Issuers and the correct Applicable Percentages of such
Lenders under such Existing Several Letter of Credit. The Borrowers shall cooperate with
Bank of America and provide any necessary documents as may reasonably be requested by a
beneficiary in connection with such amendment. From the Effective Date until the date on
which an Existing Several Letter of Credit has been amended to reflect the applicable
Lenders’ Applicable Percentages, each Lender hereby irrevocably and unconditionally
purchases from each lender who has issued such Existing Several Letter of Credit, a risk
participation in such Existing Several Letter of Credit in an amount such that after giving
effect to such purchase, each applicable Lender has its Applicable Percentage of such
Existing Several Letter of Credit.




(iv) Prior to the date when all Existing Several Letters of Credit have been amended to
delete any Person shown as a “Letter of Credit Bank” who is not a Lender hereunder (each
such Person, a “Prior Lender”), the L/C Applicants of the Existing Several Letters
of Credit and the Lenders agree that in the event of a draw under an Existing Several Letter
of Credit for which funds have not been provided by the L/C Applicant or the Lenders in
accordance with the terms hereof (such amount not so provided, the Prior Lender
Liability”), the Administrative Agent shall withdraw Collateral from the Collateral
Account of the L/C Applicant in an amount equal to the Prior Lender Liability and deliver
such amount to the beneficiary of such Existing Several Letter of Credit. The amount
withdrawn and paid to the beneficiary shall be deemed payment by such L/C Applicant with
respect to the remaining Unreimbursed Amount with respect to such drawing. Any Lender whose
failure to fund gave rise to such Prior Lender Liability shall be a Defaulting Lender.



2.04 Prepayments.



Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time
voluntarily prepay its Loans in whole or in part without premium or penalty; provided that (i) such
notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business
Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of
Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base
Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such
notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.
The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and
of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given
by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein; provided, that any such
notice may state that it is conditioned on the effectiveness of new credit facilities or other
specified events in which case such notice may be revoked if such conditions are not satisfied and
such prepayment will not be required but such Borrower shall be obligated to pay amounts due
pursuant to Section 3.05(b). Any prepayment of a Eurodollar Rate Loan shall be accompanied
by all accrued interest on the amount prepaid, together with any additional amounts required
pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the
Lenders in accordance with their respective Applicable Percentages. In the event that any of the
provisions of Sections 2.01 (A) through (D) have been violated and there are Loans
outstanding, Alterra Capital shall cause the applicable Borrower(s) to prepay Loans in such amount
as is necessary to cure such violation together with any additional amounts due pursuant to
Section 3.05(b).



2.05 Termination or Reduction of Commitments. Alterra Capital may, upon notice to the
Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce
the Aggregate Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination
or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any
whole multiple of $500,000 in excess thereof, and (iii) Alterra Capital shall not terminate or
reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstanding Amount would exceed the Aggregate Commitments: provided,
that any such notice may state that it is conditioned on the effectiveness of new credit facilities
or other specified events in which case such notice may be revoked if such conditions are not
satisfied but such Borrower shall be obligated to pay amounts due pursuant to Section
3.05(b) to the extent that any concurrent prepayment of Eurodollar Loans would have been made
in connection with such termination. The Administrative Agent will promptly notify the Lenders of
any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the
Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable
Percentage. All fees accrued until the effective date of any termination of the Aggregate
Commitments shall be paid on the effective date of such termination.



2.06 Repayment of Loans. Each Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of its respective Loans outstanding on such date.



2.07 Interest.



(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan
shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate
per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate;
and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate, if any.




(b) (i) If any amount of principal of any Loan or any L/C Advance is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.




(ii) If an Event of Default under Section 8.01(b) has occurred and is
continuing, the overdue amount shall bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.




(iii) Upon the request of the Required Lenders, while any Event of Default has occurred
and is continuing (other than as set forth in clauses (b)(i) and (b)(ii)
above), the Borrowers shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.




(iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.



(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.



2.08 Fees. In addition to certain fees described in subsections (g) and (h)
of Section 2.03:



(a) Commitment Fee. Alterra Capital and Alterra Bermuda shall pay to the Administrative Agent
for the account of each Lender in accordance with its Applicable Percentage, a commitment fee equal
to 0.125% per annum times the Dollar Equivalent of the actual daily amount by which the
Aggregate Commitments exceeds the Total Outstanding Amount. The commitment fee shall accrue at all
times during the Availability Period, including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in arrears on
the last Business Day of each March, June, September and December, commencing with the fiscal
quarter ending on March 30, 2012), and on the Maturity Date. The commitment fee shall be
calculated quarterly in arrears.



(b) Other Fees. (i) Alterra Capital and Alterra Bermuda shall pay to the Arrangers and the
Administrative Agent for their own respective accounts fees in the amounts and at the times
specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.




(ii) Alterra Capital and Alterra Bermuda shall pay to the Lenders such upfront fees as
shall have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable for any
reason whatsoever.



2.09 Computation of Interest and Fees. All computations of interest for Base Rate Loans
(including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than if computed on the
basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which it is made
shall bear interest for one day. Each determination by the Administrative Agent of an interest
rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.



2.10 Evidence of Debt.



(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of
business in which it shall record the amount of each Loan made, the Type and the Interest Period
thereof and the amount of repayments thereon. The accounts or records maintained by the
Administrative Agent and each Lender shall be prima facie evidence of the amount of the Credit
Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure
to so record or any error in doing so shall not, however, limit or otherwise affect the obligation
of a Borrower hereunder to pay any amount owing with respect to its Obligations. In the event of
any conflict between the accounts and records maintained by any Lender and the accounts and records
of the Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to
such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in
addition to such accounts or records. Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect
thereto.



(b) In addition to the accounts and records referred to in subsection (a) above, each
Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts
or records evidencing the purchases and sales by such Lender of participations in Letters of
Credit. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.



2.11 Payments Generally; Administrative Agent’s Clawback.



(a) General. All payments to be made by the Borrowers shall be made free and clear of and
without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the
date specified herein. The Administrative Agent will promptly distribute to each Lender its
Applicable Percentage (or other applicable share as provided herein) of such payment in like funds
as received by wire transfer to such Lender’s Lending Office. All payments received by the
Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day
and any applicable interest or fee shall continue to accrue. If any payment to be made by the
Borrowers shall come due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.



(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of
Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on
the date of such Borrowing) that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with Section 2.02 (or, in the case of
a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with
and at the time required by Section 2.02) and may, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in
fact made its share of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and applicable Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day
from and including the date such amount is made available to the applicable Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be
made by such Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in
the case of a payment to be made by the applicable Borrower, the interest rate applicable to Base
Rate Loans. If the applicable Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly
remit to the applicable Borrower the amount of such interest paid by the applicable Borrower for
such period. If such Lender pays its share of the applicable Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any
payment by the applicable Borrower shall be without prejudice to any claim such Borrower may have
against a Lender that shall have failed to make such payment to the Administrative Agent.




(ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received written notice from the applicable Borrower prior
to the date on which any payment is due to the Administrative Agent for the account of the
Lenders, the L/C Issuers or the Fronting Bank hereunder that the applicable Borrower will
not make such payment, the Administrative Agent may assume that the applicable Borrower has
made such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the applicable Person the amount due. In such event, if the
applicable Borrower has not in fact made such payment, then each of the Lenders, the L/C
Issuers and the Fronting Bank severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Person, in immediately available funds
with interest thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the greater of
the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.



A written notice of the Administrative Agent to any Lender or a Borrower with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error.



(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the applicable
Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set
forth in Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall promptly return such funds (in like funds as received from such Lender)
to such Lender, without interest.



(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans,
to fund Several Letters of Credit and purchase participations in Letters of Credit and to make
payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender
to make any Loan, to fund any Several Letter of Credit or any such participation or to make any
payment under Section 11.04(c) on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible
for the failure of any other Lender to so make its Loan, to fund a Several Letter of Credit, to
purchase its participation or to make its payment under Section 11.04(c).



(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds
for any Loan, any Letter of Credit or any L/C Advance in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain the funds for any
Loan, any Letter of Credit or any L/C Advance in any particular place or manner.



2.12 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of
the Loans or L/C Advances made by it or the participations in L/C Obligations resulting in such
Lender’s receiving payment of a proportion of the aggregate amount of such Loans or L/C Advances or
participations and accrued interest thereon greater than its pro rata share thereof as provided
herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent
of such fact, and (b) purchase (for cash at face value) participations in the Loans and
subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall
be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective Total
Outstanding Amount and other amounts owing them, provided, that:




(i) if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




(ii) the provisions of this Section shall not be construed to apply to (x) any payment
made by a Borrower pursuant to and in accordance with the express terms of this Agreement
(including the application of funds arising from the existence of a Defaulting Lender), (y)
the application of Cash Collateral provided for in Section 2.16(c), or (z) any
payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or subparticipations in L/C Obligations to any assignee or
participant, other than to Alterra Capital or any Subsidiary or Affiliate thereof (as to
which the provisions of this Section shall apply).



Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable Law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.



2.13 Increase in Commitments.




(a) Increase Request. Alterra Capital shall have the right at any time prior to the
date that is 30 days prior to the Maturity Date to increase the aggregate Commitments hereunder by
an amount (for all such requests) not exceeding $500,000,000 by adding to this Agreement one or
more other Eligible Assignees (which may include any existing Lender, with the consent of such
Lender in its sole discretion) (each such bank, a “Supplemental Lender”) with the approval
of (x) the Administrative Agent (which approval shall not be unreasonably withheld or delayed);
provided that no consent of the Administrative Agent will be required in the case of any
such Eligible Assignee that is a Lender or an Affiliate of a Lender and (y) the Fronting Bank
(which approval shall not be unreasonably withheld or delayed), provided that (i) each
Supplemental Lender shall have entered into an agreement pursuant to which such Supplemental
Lender shall undertake a Commitment (or, if such Supplemental Lender is an existing Lender,
pursuant to which its Commitment shall be increased), (ii) such Commitment of any Supplemental
Lender that is not an existing Lender shall be in an amount of at least $25,000,000, (iii) such
Commitment (together with the increased Commitment(s) of all other Supplemental Lenders being
provided at such time) shall be in an aggregate amount of at least $25,000,000, and (iv) if such
Supplemental Lender will need to be a Participating Bank, it has a Participating Bank Issuer.




(b) Required Supplemental Lender Documentation. Each such Supplemental Lender shall
enter into an agreement in form and substance satisfactory to Alterra Capital and the
Administrative Agent pursuant to which such Supplemental Lender shall, as of the effective date of
such increase in the Commitments (which shall be a Business Day and, unless the Administrative
Agent otherwise agrees, on which no issuance, amendment, renewal or extension of any Letter of
Credit is scheduled to occur or no Borrowing is scheduled to be made, each a “Supplemental
Commitment Date”), undertake a Commitment (or, if any such Supplemental Lender is an existing
Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date)
and such Supplemental Lender shall thereupon become (or continue to be) a “Lender” for all
purposes hereof.




(c) Conditions to Effectiveness of Increase. Notwithstanding the foregoing, no
increase in the aggregate Commitments hereunder pursuant to this Section shall be effective
unless:




(i) Alterra Capital shall have given the Administrative Agent written notice of any
such increase at least three Business Days prior to the applicable Supplemental Commitment
Date;




(ii) no Default shall have occurred and be continuing on the applicable Supplemental
Commitment Date;




(iii) Alterra Capital shall deliver to the Administrative Agent a certificate of each
Borrower dated as of the Supplemental Commitment Date signed by a Responsible Officer of
such Borrower (x) certifying and attaching the resolutions adopted by such Borrower
approving or consenting to such increase, and (y) in the case of Alterra Capital,
certifying that, before and after giving effect to such increase, (A) the representations
and warranties contained in Article V and the other Loan Documents shall be true
in all material respects on and as of the applicable Supplemental Commitment Date with the
same force and effect as if made on and as of such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of such specific
date); and (B) no Default exists; and




(iv) on each Supplemental Commitment Date, the Administrative Agent shall reallocate
any outstanding Loans so that, after giving effect thereto, the Loans are held ratably by
the Lenders in accordance with their respective Commitments (after giving effect to such
increase) and each Borrower shall (A) prepay the interest due on such Loans prior to such
Supplemental Commitment Date and (B) pay to the Lenders the amounts, if any, payable under
Section 3.05 as if such Loans had been prepaid it being understood that the
Administrative Agent and Alterra Capital will cooperate, to the extent feasible to set the
Supplemental Commitment Date on a date which minimizes or eliminates the obligation of the
Borrowers to pay additional amounts under Section 3.05.




(d) Revised Percentages and Letter of Credit Amendments. The Administrative Agent
shall promptly notify the Lenders of the new Applicable Percentages after giving effect to the
Supplemental Commitment. Promptly after the Supplemental Commitment Date, the L/C Administrator
shall amend the outstanding Several Letters of Credit to reflect the new “Commitment share” of
each Lender (including the Supplemental Lenders) and prior to the date a Several Letter of Credit
has been amended to give effect to such new “Commitment share”, each Supplemental Lender shall be
deemed to irrevocably and unconditionally purchase from each Lender who has issued such Several
Letter of Credit, a risk participation in such Several Letter of Credit in an amount such that
after giving effect to such purchase, each Lender (including the Supplemental Lender) has its
Applicable Percentage of such Several Letter of Credit.



(e) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.12 or 11.01 to the contrary



2.14 Designated Borrower.



(a) Alterra Capital may designate any Wholly-Owned direct or indirect Subsidiary (an
“Applicant Borrower”) as a Designated Borrower to request Letters of Credit and receive
Loans hereunder by delivering to the Administrative Agent a duly executed Designated Borrower
Request at least 15 Business Days (unless such Applicant Borrower is (i) organized in Bermuda,
Ireland, the United Kingdom or the United States, in which case at least ten Business Days or (ii)
Alterra Reinsurance USA, in which case at least five Business Days) prior to the proposed date
specified in such Designated Borrower Request (the “Designated Date”) on which such
Applicant Borrower is requested to become a Designated Borrower (or, in each case, such shorter
period as may be agreed by the Administrative Agent in its sole discretion). Promptly following
its receipt of a Designated Borrower Request, the Administrative Agent shall deliver a copy thereof
to each Lender and, if such Applicant Borrower is organized in a jurisdiction other than Bermuda,
Ireland, the United Kingdom or the United States, such Lender shall, not later than the Designated
Date specified therein, notify the Administrative Agent whether such Lender consents to such
Applicant Borrower becoming a Designated Borrower. Each Lender agrees that it consents to the
designation of any Applicant Borrower organized in Bermuda, Ireland, the United Kingdom or the
United States as a Designated Borrower entitled to request Loans and Letters of Credit.



(b) Promptly following receipt of the necessary consents (if any) and satisfaction of the
conditions set forth in Section 4.02(e), the Administrative Agent shall send a notice in
substantially the form of Exhibit I (a “Designated Borrower Notice”) to Alterra
Capital and the Lenders specifying the effective date upon which the applicable Applicant Borrower
shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to
permit such Designated Borrower to request Letters of Credit and subject to receipt of consent from
all the Lenders (if required under Section 2.14(a)), request Loans hereunder, on the terms
and conditions set forth herein, and each of the parties agrees that such Designated Borrower
otherwise shall be a Borrower for all purposes of this Agreement; provided that other than
with regard to Alterra Reinsurance USA, no Loan Notice or Letter of Credit Application may be
submitted by or on behalf of such Designated Borrower until the date five Business Days after the
applicable Designated Date.



(c) If there are outstanding Letters of Credit which show the Designated Borrower as the
account party, then on the applicable Designated Date, such Letters of Credit shall be deemed to be
L/C Obligations of such Designated Borrower (and Alterra Bermuda shall cease to be liable for such
Letters of Credit), such Designated Borrower shall execute such documents as may be reasonably
requested by the Applicable Issuing Parties to reflect the same and such Designated Borrower shall
comply with the provisions of Section 6.10 with respect to such Letters of Credit.



(d) Each Subsidiary that becomes a “Designated Borrower” pursuant to this Section 2.14
hereby irrevocably appoints Alterra Capital as its agent for all purposes relevant to this
Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices,
(ii) the execution and delivery of all documents, instruments and certificates contemplated herein
and all modifications hereto, and (iii) the receipt of the proceeds of any Loans, if any, made by
the Lenders, to any such Designated Borrower hereunder. Any acknowledgment, consent, direction,
certification or other action which might otherwise be valid or effective only if given or taken by
all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken
only by Alterra Capital, whether or not any such other Borrower joins therein. Any notice, demand,
consent, acknowledgement, direction, certification or other communication delivered to Alterra
Capital in accordance with the terms of this Agreement shall be deemed to have been delivered to
each Designated Borrower.



(e) Alterra Capital may from time to time, upon not less than 10 Business Days’ notice from
Alterra Capital to the Administrative Agent (or such shorter period as may be agreed by the
Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such,
provided that there are no outstanding Loans payable by or Letters of Credit issued for the account
of such Designated Borrower, or other amounts payable by such Designated Borrower on account of any
Loans or Letters of Credit made to it, as of the effective date of such termination. The
Administrative Agent will promptly notify the Lenders of any such termination of a Designated
Borrower’s status.



2.15 Several Obligations of Borrowers. Except as otherwise expressly provided herein, the
obligations of each Borrower shall be several in nature; it being understood that no Borrower that
is an Insurance Subsidiary (other than Alterra Bermuda as expressly provided herein) shall be
liable for the obligations of any other Borrower.



2.16 Cash Collateral.



(a) Certain Credit Support Events. If there shall exist a Defaulting Lender who has
not provided Cash Collateral pursuant to Section 2.17(b) or whose L/C Obligations have not
been reallocated pursuant to Section 2.17(a)(iv), each L/C Applicant shall be required to
provide Cash Collateral in an amount sufficient to cover the Fronting Exposure with respect to such
Defaulting Lender within five Business Days following the request of the Fronting Bank.



(b) Grant of Security Interest. Each L/C Applicant, and to the extent provided by any
Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the
Administrative Agent, for the benefit of the Administrative Agent, the Fronting Bank and the
Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit
accounts and all balances therein, and all other property so provided as Cash Collateral pursuant
to Sections 2.03(g), 2.16 or 8.02 or , and in all proceeds of the
foregoing, all as security for the obligations to which such Cash Collateral may be applied
pursuant to Section 2.16(c). If at any time the Administrative Agent determines that Cash
Collateral is subject to any right or claim of any Person other than the Administrative Agent or
the Fronting Bank as herein provided or Liens of the type described in Section 7.06(b) or
Liens permitted under any control agreement with respect to such Cash Collateral, or that the total
amount of such Cash Collateral is less than the Minimum Collateral Amount, the applicable Person
providing such Cash Collateral will, promptly upon demand by the Administrative Agent, pay or
provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate
such deficiency. All Cash Collateral (other than credit support not constituting funds subject to
deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.
The Person providing such Cash Collateral shall pay on demand therefor from time to time all
customary account opening, activity and other administrative fees and charges in connection with
the maintenance and disbursement of such Cash Collateral.



(c) Application. Notwithstanding anything to the contrary contained in this
Agreement, Cash Collateral provided under any of Sections 2.03, 2.17 or
8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the
specific L/C Obligations, obligations to fund participations therein (including, as to Cash
Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other application of such
property as may otherwise be provided for herein.



(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce
Fronting Exposure or to secure other obligations shall be released promptly following (i) the
elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including
by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its
assignee following compliance with Section 11.06(b)(vi)) or (ii) the determination by the
Administrative Agent and the Fronting Bank that there exists excess Cash Collateral;
provided, that the Person providing Cash Collateral and the Fronting Bank may agree that
Cash Collateral shall not be released but instead held to support future anticipated Fronting
Exposure or other obligations.



2.17 Defaulting Lenders.



(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting
Lender, to the extent permitted by applicable Law:




(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be
restricted as set forth in the definition of “Required Lenders” and Section 11.01.




(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of such Defaulting
Lender, whether voluntary or mandatory, at maturity, pursuant to Article VIII or
otherwise or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 11.08 shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts owing by such
Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro
rata basis of any amounts owing by such Defaulting Lender to the Fronting Bank hereunder;
third, to Cash Collateralize the Fronting Bank’s Fronting Exposure with respect to such
Defaulting Lender in accordance with Section 2.16; fourth, as Alterra Capital may
request (so long as no Default or Event of Default exists), to the funding of any Loan in
respect of which such Defaulting Lender has failed to fund its portion thereof as required
by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the
Administrative Agent and Alterra Capital, to be held in a deposit account and released pro
rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations
with respect to Loans under this Agreement and (y) Cash Collateralize the Fronting Bank’s
future Fronting Exposure and such Defaulting Lender’s future L/C Obligations with respect to
Several Letters of Credit with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in accordance with Section 2.16;
sixth, to the payment of any amounts owing to the Lenders or the Fronting Bank as a result
of any judgment of a court of competent jurisdiction obtained by any Lender or the Fronting
Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; seventh, so long as no Default or Event of Default exists,
to the payment of any amounts owing to the applicable Borrower as a result of any judgment
of a court of competent jurisdiction obtained by the applicable Borrower against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided that if (x) such payment is a payment of the
principal amount of any Loans or L/C Advances in respect of which such Defaulting Lender has
not fully funded its appropriate share, and (y) such Loans were made or the related Letters
of Credit were issued at a time when the conditions set forth in Section 4.02 were
satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C
Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied
to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until
such time as all Loans and funded and unfunded participations in L/C Obligations are held by
the Lenders pro rata in accordance with the Commitments hereunder without giving effect to
Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a
Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or
to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to
and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.




(iii) Certain Fees.




(A) No Defaulting Lender shall be entitled to receive any fee payable under
Section 2.08(a) for any period during which that Lender is a Defaulting
Lender (and Alterra Capital and Alterra Bermuda shall not be required to pay any
such fee that otherwise would have been required to have been paid to that
Defaulting Lender) except to the extent that it has provided Cash Collateral for its
unfunded Commitment.




(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees
for any period during which that Lender is a Defaulting Lender only to the extent
allocable to its Applicable Percentage of the stated amount of Letters of Credit for
which it has provided Cash Collateral.




(C) With respect to any Letter of Credit Fee not required to be paid to any
Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay
to each Non-Defaulting Lender that portion of any such Letter of Credit fee
otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s
participation in L/C Obligations that has been reallocated to such Non-Defaulting
Lender pursuant to clause (iv) below, (y) pay to the Fronting Bank the
amount of any such fee otherwise payable to such Defaulting Lender to the extent
allocable to the Fronting Bank’s Fronting Exposure to such Defaulting Lender, and
(z) not be required to pay the remaining amount of any such fee.




(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All
or any part of such Defaulting Lender’s participation in L/C Obligations shall be
reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable
Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to
the extent that (x) the conditions set forth in Section 4.02(a) and (b) are
satisfied at the time of such reallocation (and, unless Alterra Capital shall have otherwise
notified the Administrative Agent at such time, the Borrowers shall be deemed to have
represented and warranted that such conditions are satisfied at such time), and (y) such
reallocation does not cause the aggregate Total Outstanding Amount of any Non-Defaulting
Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall
constitute a waiver or release of any claim of any party hereunder against a Defaulting
Lender arising from that Lender having become a Defaulting Lender, including any claim of a
Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure
following such reallocation.




(v) Cash Collateral. If the reallocation described in clause (a)(iv)
above cannot, or can only partially, be effected, the applicable L/C Applicant shall,
without prejudice to any right or remedy available to it hereunder or under applicable Law,
Cash Collateralize the Fronting Bank’s Fronting Exposure in accordance with the procedures
set forth in Section 2.16 to the extent such Fronting Exposure has not been Cash
Collateralized by the Defaulting Lender.



(b) Defaulting Lender Cure. If Alterra Capital, the Administrative Agent and the Fronting
Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will
so notify the parties hereto, whereupon as of the effective date specified in such notice and
subject to any conditions set forth therein (which may include arrangements with respect to any
Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of
outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may
determine to be necessary to cause the Loans and funded and unfunded participations in Letters of
Credit to be held on a pro rata basis by the Lenders in accordance with their Applicable
Percentages (without giving effect to Section 2.17(a)(iv)), whereupon such Lender will
cease to be a Defaulting Lender; provided, that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of a Borrower while that Lender was a
Defaulting Lender; and provided, further, that except to the extent otherwise
expressly agreed by the Borrowers, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s
having been a Defaulting Lender.



ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




3.01 Taxes.



(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.




(i) Any and all payments by or on account of any obligation of the respective Borrower
hereunder or under any other Loan Document shall be made without reduction or withholding
for any Indemnified Taxes or Other Taxes except as required by applicable Laws. If any
applicable Laws (as determined in the good faith discretion of the Administrative Agent)
require the deduction or withholding of any Tax from any such payment by the Administrative
Agent or a Borrower, then the Administrative Agent or such Borrower shall be entitled to
make such deduction or withholding upon the basis of the information and documentation to be
delivered pursuant to subsection (e) below.




(ii) If any Borrower or the Administrative Agent shall be required by the Code to
withhold or deduct any Taxes, including both United States federal backup withholding and
withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or
make such deductions as are determined by the Administrative Agent to be required based upon
the information and documentation it has received pursuant to subsection (e) below,
(B) the Administrative Agent shall timely pay the full amount withheld or deducted to the
relevant Governmental Authority in accordance with the Code, and (C) to the extent that the
withholding or deduction is made on account of Indemnified Taxes the sum payable by the
applicable Borrower shall be increased as necessary so that after any required withholding
or the making of all required deductions (including deductions applicable to additional sums
payable under this Section 3.01) the applicable Recipient receives an amount equal
to the sum it would have received had no such withholding or deduction been made.



(b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of
subsection (a) above, the respective Borrower shall timely pay any Other Taxes attributable
to such Borrower’s Obligations to the relevant Governmental Authority in accordance with applicable
Law.



(c) Indemnification. (i) Each Borrower shall, and does hereby, severally, indemnify each
Recipient, and shall make payment in respect thereof within 15 Business Days after receipt of
written demand therefor made on such Borrower, for the full amount of any Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to
such Recipient with respect to such Borrower’s Obligations and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto (provided that such penalties,
interests and expenses are not attributable to the gross negligence, fraud or willful misconduct of
the Person making such demand), whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability setting forth in reasonable detail the basis of such amount delivered to the
applicable Borrower by a Lender or the Fronting Bank (with a copy to the Administrative Agent), or
by the Administrative Agent on its own behalf or on behalf of a Lender, the Fronting Bank or the
L/C Administrator, shall be conclusive absent manifest error. Each of the Borrowers shall also,
and does hereby, severally (and not jointly) indemnify the Administrative Agent, and shall make
payment in respect thereof within 10 days after demand therefor, for any amount with respect to
such Borrower or its Obligations, other than amounts attributable to Excluded Taxes, which a Lender
or the Fronting Bank for any reason fails to pay indefeasibly to the Administrative Agent as
required pursuant to Section 3.01(c)(ii) below.




(ii) Each Lender and the Fronting Bank shall, and does hereby, severally indemnify the
Administrative Agent, and shall make payment in respect thereof within 10 days after demand
therefor, against (x) any Indemnified Taxes attributable to such Lender or the Fronting Bank
(but only to the extent that the applicable Borrower has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the
Borrowers to do so), (y) any Taxes attributable to such Lender’s failure to comply with the
provisions of Section 11.06(c) relating to the maintenance of a Participant Register
and (z) any Excluded Taxes attributable to such Lender or the Fronting Bank, in each case,
that are payable or paid by the Administrative Agent or a Borrower in connection with any
Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability
delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender and the Fronting Bank hereby authorizes the Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender or the Fronting Bank, as
the case may be, under this Agreement or any other Loan Document against any amount due to
the Administrative Agent under this clause (ii).



(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by a Borrower to a Governmental Authority with respect to such Borrower’s Obligations,
such Borrower shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.



(e) Status of Lenders; Tax Documentation. Any Lender that is entitled to an exemption from or
reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to
Alterra Capital and the Administrative Agent, at the time or times reasonably requested by Alterra
Capital or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the applicable Borrower or the Administrative Agent as will permit such payments to be
made without withholding or at a reduced rate of withholding. In addition, any Lender, if
reasonably requested by Alterra Capital or the Administrative Agent, shall deliver such other
documentation prescribed by applicable Law or reasonably requested by Alterra Capital or the
Administrative Agent as will enable Alterra Capital or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution
and submission of such documentation (other than such documentation set forth in Section
3.01(e)(i)(A) and (i)(B) below) shall not be required if in the Lender’s reasonable
judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such
Lender.




(i) Without limiting the generality of the foregoing,




(A) any Lender that is a U.S. Person shall deliver to Alterra Capital and the
Administrative Agent on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request
of Alterra Capital or the Administrative Agent), executed originals of IRS Form W-9
certifying that such Lender is exempt from U.S. federal backup withholding tax;





(B) any Foreign Lender shall, to the extent it is entitled to do so under
applicable Law, deliver to Alterra Capital and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on
which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the reasonable request of Alterra Capital or the Administrative
Agent), whichever of the following is applicable:




(i) in the case of a Foreign Lender claiming the benefits of an income
tax treaty to which the United States is a party (x) with respect to
payments of interest under any Loan Document, executed originals of IRS Form
W-8BEN establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “interest” article of such tax treaty and
(y) with respect to any other applicable payments under any Loan Document,
IRS Form W-8BEN establishing an exemption from, or reduction of, U.S.
federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty;




(ii) executed originals of IRS Form W-8ECI;




(iii) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit F-1 to the effect
that such Foreign Lender is not a “bank” within the meaning of Section
881(c)(3)(A) of the Code, a “10 percent shareholder” of Alterra Capital
within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code (a
“U.S. Tax Compliance Certificate”) and (y) executed originals of IRS
Form W-8BEN; or




(iv) to the extent a Foreign Lender is not the beneficial owner,
executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of
Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other
certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or
indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
substantially in the form of Exhibit F-4 on behalf of each such
direct and indirect partner;




(C) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to Alterra Capital and the Administrative Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of Alterra Capital or the Administrative Agent), executed
originals of any other form prescribed by applicable Law as a basis for claiming
exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable
Law to permit Alterra Capital or the Administrative Agent to determine the
withholding or deduction required to be made;




(D) if a payment made to a Lender under any Loan Document would be subject to
U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply
with the applicable reporting requirements of FATCA (including those contained in
Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to
Alterra Capital and the Administrative Agent at the time or times prescribed by law
and at such time or times reasonably requested by Alterra Capital or the
Administrative Agent such documentation prescribed by applicable Law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by Alterra Capital or the Administrative Agent as
may be necessary for Alterra Capital and the Administrative Agent to comply with
their obligations under FATCA and to determine that such Lender has complied with
such Lender’s obligations under FATCA or to determine the amount to deduct and
withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement; and




(E) if a Lender claims an exemption from withholding tax in a jurisdiction
other than the United States, such Lender agrees with and in favor of the
Administrative Agent, to deliver to the Administrative Agent any such form or forms,
as may be required under the laws of such jurisdiction as a condition to exemption
from, or reduction of, foreign withholding or backup withholding tax before
receiving its first payment under this Agreement, but only if such Lender is legally
able to deliver such forms, provided, that nothing in this Section
3.01(e)(i)(E) shall require a Lender to disclose any information that it deems
to be confidential (including without limitation, its tax returns).




(ii) Each Lender agrees that if any form or certification it previously delivered
pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any
respect, it shall update such form or certification or promptly notify Alterra Capital and
the Administrative Agent in writing of its legal inability to do so.



(f) Treatment of Certain Refunds. If the Administrative Agent, any Lender or the Fronting
Bank determines, in its sole discretion exercised in good faith, that it has received a refund of
any Taxes as to which it has been indemnified by a Borrower or with respect to which such Borrower
has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal
to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by
such Borrower under this Section 3.01 with respect to the Taxes giving rise to such
refund), net of all out-of-pocket expenses (excluding Taxes) of the Administrative Agent, such
Lender or the Fronting Bank, as the case may be, and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund which shall not be subject to
the limitations set forth in the immediately preceding parenthetical), provided that such
Borrower, upon the request of the Administrative Agent, such Lender or the Fronting Bank, agrees to
repay the amount paid over to such Borrower (plus any penalties (other than any penalties
attributable to gross negligence of or fraud or willful misconduct by such Administrative Agent,
such Lender or the Fronting Bank as determined by a court of competent jurisdiction by a final and
nonappealable judgment), interest or other charges imposed by the relevant Governmental Authority)
to the Administrative Agent, such Lender or the Fronting Bank in the event the Administrative
Agent, such Lender or the Fronting Bank is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this subsection, in no event will the
applicable Recipient be required to pay any amount to any Borrower pursuant to this subsection the
payment of which would place the Recipient in a less favorable net after-Tax position than such
Recipient would have been in if the indemnification payments or additional amounts giving rise to
such refund had never been paid. This subsection shall not be construed to require the
Administrative Agent, any Lender or the Fronting Bank to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to such Borrower or any other
Person.



(g) Survival. Each party’s obligations under this Section 3.01 shall survive the
resignation or replacement of the Administrative Agent or any assignment of rights by, or the
replacement of, a Lender or the Fronting Bank, the termination of the Commitments and the
repayment, satisfaction or discharge of all other Obligations.



3.02 Illegality. If any Lender determines that any Change in Law has made it unlawful, or
that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending
Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar
Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or
to take deposits of, Dollars in the London interbank market, then, on written notice thereof by
such Lender to the Borrowers through the Administrative Agent, (i) any obligation of such Lender to
make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall
be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining
Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate
component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if
necessary to avoid such illegality, be determined by the Administrative Agent without reference to
the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the
Administrative Agent and Alterra Capital that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar
Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such
Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent
without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the
Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate
Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or
charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the
period of such suspension compute the Base Rate applicable to such Lender without reference to the
Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such
Lender that it is no longer illegal for such Lender to determine or charge interest rates based
upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrowers shall also pay
accrued interest on the amount so prepaid or converted.



3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in
connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof
that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market
for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period
with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base
Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding
such Loan, the Administrative Agent will promptly so notify Alterra Capital and each Lender in
writing. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans
shall be suspended, and (y) in the event of a determination described in the preceding sentence
with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar
Rate component in determining the Base Rate shall be suspended, in each case until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon
receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion
to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Borrowing of Base Rate Loans in the amount specified therein.



3.04 Increased Costs; Reserves on Eurodollar Rate Loans.



(a) Increased Costs Generally. If any Change in Law shall:




(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e)) or the Fronting Bank;




(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Excluded
Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital
attributable thereto; or




(iii) impose on any Lender or the Fronting Bank or the London interbank market any
other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by
such Lender or any Letter of Credit or participation therein;



and the result of any of the foregoing shall be to increase the cost to such Lender of making
converting to, continuing or maintaining any Eurodollar Rate Loan (or of maintaining its obligation
to make any such Loan), or to increase the cost to such Lender or the Fronting Bank of
participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or
receivable by such Lender or the Fronting Bank hereunder (whether of principal, interest or any
other amount) then, upon request of such Lender or the Fronting Bank, the applicable Borrower will
pay to such Lender or the Fronting Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or the Fronting Bank, as the case may be, for such additional costs
incurred or reduction suffered with respect to such Borrower’s Obligations.



(b) Capital Requirements. If any Lender or the Fronting Bank determines that any Change in
Law affecting such Lender or the Fronting Bank or any Lending Office of such Lender or such
Lender’s or the Fronting Bank’s holding company, if any, regarding capital or liquidity
requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Fronting Bank’s capital or on the capital of such Lender’s or the Fronting Bank’s holding company,
if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the
Fronting Bank or such Lender, to a level below that which such Lender or the Fronting Bank or such
Lender’s or the Fronting Bank’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s or the Fronting Bank’s policies and the policies of such
Lender’s or the Fronting Bank’s holding company with respect to capital adequacy), then from time
to time the applicable Borrower will pay to such Lender or the Fronting Bank, as the case may be,
such additional amount or amounts as will compensate such Lender or the Fronting Bank or such
Lender’s or the Fronting Bank’s holding company for any such reduction suffered with respect to
such Borrower’s Obligations.



(c) Certificates for Reimbursement. A certificate of a Lender or the Fronting Bank setting
forth in reasonable detail the amount or amounts (and the basis for such amount or amounts)
necessary to compensate such Lender or the Fronting Bank or its holding company, as the case may
be, as specified in Subsection (a) or (b) of this Section and delivered to Alterra
Capital shall be conclusive absent manifest error so long as the determination of such amount or
amounts is made by such Lender or the Fronting Bank in good faith and is applied to the Borrowers
in a non-discriminatory manner as compared to similarly situated borrowers or similar credit
facilities. Each Borrower shall pay such Lender or the Fronting Bank, as the case may be, the
amount shown as due from such Borrower on any such certificate within 10 days after receipt
thereof.



(d) Delay in Requests. Failure or delay on the part of any Lender or the Fronting Bank to
demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not
constitute a waiver of such Lender’s or the Fronting Bank’s right to demand such compensation,
provided that the Borrowers shall not be required to compensate a Lender or the Fronting
Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than six months prior to the date that such Lender or the Fronting Bank,
as the case may be, notifies Alterra Capital of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or the Fronting Bank’s intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the six-month period referred to above shall be extended to include the period of
retroactive effect thereof).



(e) Reserves on Eurodollar Rate Loans. Each Borrower with respect to its Loans shall pay to
each Lender, as long as such Lender shall be required to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as
“Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar
Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as
determined by such Lender in good faith, which determination shall be conclusive), which shall be
due and payable on each date on which interest is payable on such Loan, provided such
Borrower shall have received at least 10 days’ prior written notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender fails to give
written notice 10 days prior to the relevant Interest Payment Date, such additional interest shall
be due and payable 10 days from receipt of such notice.



3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative
Agent) from time to time, each Borrower with respect to its Loans shall promptly compensate such
Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result
of:



(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate
Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);



(b) any failure by such Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in
the amount notified by such Borrower; or



(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest
Period therefor as a result of a request by Alterra Capital pursuant to Section 11.13
provided that this clause (c) shall not apply to any Defaulting Lender;



including any loss or expense arising from the liquidation or reemployment of funds obtained by it
to maintain such Loan or from fees payable to terminate the deposits from which such funds were
obtained. Each Borrower shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing.



For purposes of calculating amounts payable by a Borrower to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the
Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.



3.06 Mitigation Obligations; Replacement of Lenders or Fronting Bank.



(a) Designation of a Different Lending Office. If any Lender requests compensation under
Section 3.04, or a Borrower is required to pay any indemnity or additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section
3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of
Alterra Capital such Lender shall use reasonable efforts to designate a different Lending Office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice
pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. Alterra Capital hereby agrees to pay all reasonable out-of-pocket costs and expenses
incurred by any Lender in connection with any such designation or assignment.



(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04,
or if a Borrower is required to pay any indemnity or additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01 and,
in each case, such Lender has declined or is unable to designate a different lending office in
accordance with Section 3.06(a), Alterra Capital may replace such Lender in accordance with
Section 11.13.



(c) Replacement of Fronting Bank. If the Fronting Bank requests compensation under
Section 3.04 or is entitled not to issue any Letter of Credit pursuant to Section
2.03(b)(ii) or if a Borrower is required to pay any indemnity or additional amount to the
Fronting Bank or any Governmental Authority for the account of the Fronting Bank pursuant to
Section 3.01, or the Fronting Bank ceases to be an NAIC Approved Bank, Alterra Capital may
request that the Fronting Bank resign as the Fronting Bank hereunder and Alterra Capital may
designate a new Lender as the Fronting Bank in accordance with Section 11.06(g).



3.07 Survival. All of the Borrowers’ obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations hereunder.



ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS




4.01 Conditions of Effectiveness. This Agreement shall not become effective, and no Fronting
Bank or Lender shall have an obligation to make its initial Credit Extension hereunder, until
satisfaction or waiver of the following conditions precedent:



(a) The Administrative Agent’s receipt of the following, each of which shall be originals or
facsimiles or sent by electronic mail (followed promptly by originals) unless otherwise specified,
each dated the Effective Date (or, in the case of certificates of governmental officials, a recent
date before the Effective Date) and each in form and substance reasonably satisfactory to the
Administrative Agent and each of the Lenders:




(i) executed counterparts of this Agreement, sufficient in number for distribution to
the Administrative Agent, each Lender and each Borrower as of the Effective Date;




(ii) a Security Agreement and Control Agreement for each Borrower executed by the
parties thereto with such number of counterparts as may be requested by the Administrative
Agent;




(iii) a Note executed by each Borrower in favor of each Lender requesting a Note;




(iv) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of the Secretary or Assistant Secretary of each Borrower as the
Administrative Agent may reasonably require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer in connection
with this Agreement and the other Loan Documents to which such Borrower is a party;




(v) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Borrower is duly organized or formed, validly existing, in
good standing (to the extent such concept is applicable) and qualified to engage in business
in the jurisdiction in which it is organized;




(vi) a favorable opinion from each of (A) Skadden, Arps, Slate, Meager & Flom LLP, New
York counsel to the Borrowers, and (B) Conyers Dill & Pearman, Bermuda counsel to the
Borrowers, in each case addressed to the Administrative Agent, the Fronting Bank and each
Lender and in form and substance reasonably acceptable to the Administrative Agent;




(vii) a certificate of a Responsible Officer of each Borrower either (A) attaching
copies of all consents, licenses and approvals required in connection with the execution,
delivery and performance by each Borrower and the validity against such Borrower of the Loan
Documents to which it is a party, and confirming that such consents, licenses and approvals
shall be in full force and effect, or (B) stating that no such consents, licenses or
approvals are so required;




(viii) (A) a certificate signed by a Responsible Officer of each Borrower certifying
that the conditions specified in Sections 4.02(a) and (b) have been
satisfied and (B) a certificate signed by a Responsible Officer of Alterra Capital
certifying that (1) since December 31, 2010 there has not occurred a material adverse change
in the business assets, properties, results of operations or condition (financial or
otherwise) of Alterra Capital and its Subsidiaries, taken as a whole; and (2) the current
Financial Strength Rating of Alterra Bermuda;




(ix) the Financial Strength Rating of Alterra Bermuda shall be A- or better;




(x) a Borrowing Base Certificate for each Borrower executed by a Responsible Officer of
such Borrower calculated as of the most recent Business Day in accordance with the
requirements hereof and demonstrating compliance with Section 6.10 with respect to
such Borrower;




(xi) the Existing Credit Agreements shall have been terminated and all loans, interest,
fees and other costs and expenses due and owing through the Effective Date shall have been
paid in full;




(xii) a Master Participation Agreement executed by all of the Lenders, the lenders
under the Existing Credit Agreements and the Administrative Agent in form and substance
satisfactory to the Administrative Agent;




(xiii) satisfactory evidence that there are no Liens on the Collateral Accounts and no
financing statements or other similar filings with respect thereto other than those under
the Existing Credit Agreement and Liens permitted under Sections 7.06(b) and (n);




(xiv) a letter from the Process Agent agreeing to the terms of Section
11.14(d); and




(xv) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the L/C Administrator, the Lender or the Required Lenders may
reasonably require.



(b) Any fees required to be paid on or before the Effective Date shall have been paid to the
extent invoiced at least one (1) Business Day prior thereto.



(c) Unless waived by the Administrative Agent, Alterra Capital and Alterra Bermuda shall have
paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative
Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at
least one day prior to or on the Effective Date, plus such additional amounts of such fees, charges
and disbursements as shall constitute its reasonable estimate of such fees, charges and
disbursements incurred or to be incurred by it through the closing proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts between Alterra Capital,
Alterra Bermuda and the Administrative Agent).



Without limiting the generality of the provisions of Section 9.04, for purposes of
determining compliance with the conditions specified in this Section 4.01, each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Effective Date specifying its objection thereto.



4.02 Conditions to All Credit Extensions. The obligation of each Lender to honor any Request
for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other
Type, or a continuation of Eurodollar Rate Loans) is subject to the condition that the Effective
Date shall have occurred and the following additional conditions precedent:



(a) The representations and warranties of the Borrowers contained in Article V or any other
Loan Document shall be true and correct in all material respects on and as of the date of such
Credit Extension, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct in all material respects as of
such earlier date, and except that for purposes of this Section 4.02, the representations
and warranties contained in Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to Section 6.01(a).



(b) No Default shall have occurred and be continuing or will result from the making of the
Credit Extensions.



(c) The Administrative Agent and, if applicable, the Applicable Issuing Party shall have
received a Request for Credit Extension in accordance with the requirements hereof and the
Administrative Agent shall have received a Borrowing Base Certificate calculated as of the most
recent Business Day in accordance with the requirements hereof and demonstrating compliance with
Section 6.10 with respect to such Borrower.



(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there
shall not have occurred any change in national or international financial, political or economic
conditions or currency exchange rates or exchange controls which in the reasonable opinion of the
Administrative Agent, the Required Lenders or the Applicable Issuing Party would make it
impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.



(e) In addition to satisfaction of the conditions in clauses (a) through (d),
the obligation of each Lender to make its initial Credit Extension to a Designated Borrower is
subject to the satisfaction of the conditions that the Administrative Agent shall have received the
following:




(i) a Designated Borrower Assumption Agreement executed by such Designated Borrower and
Alterra Capital and a Security Agreement and Control Agreement executed by such Designated
Borrower;




(ii) all documents as shall reasonably demonstrate the existence of such Designated
Borrower, the corporate power and authority of such Designated Borrower to enter into, and
the validity with respect to such Designated Borrower of, this Agreement and the other Loan
Documents to which it is a party and the incumbency of officers executing the Loan Documents
(including an opinion of counsel to such Designated Borrower and, if such counsel is not
licensed to practice in New York, an opinion of New York counsel), in form and substance
reasonably satisfactory to the Administrative Agent;




(iii) a certificate of a Responsible Officer of Alterra Capital or such Designated
Borrower either (A) attaching copies of all consents, licenses and approvals from a
Governmental Authority required in connection with the execution, delivery and performance
by such Designated Borrower and the validity against such Designated Borrower of the Loan
Documents to which it is a party and confirming that such consents, licenses and approvals
shall be in full force and effect, or (B) stating that no such consents, licenses or
approvals are so required;




(iv) such corporate documents and other information as any Lender shall reasonably
request for purposes of the Patriot Act and/or such Lender’s “Know Your Client”
requirements;




(v) if such Designated Borrower is a Foreign Obligor, no Lender shall be subject to any
legal or regulatory requirement to be licensed to do business in the jurisdiction in which
such Designated Borrower is organized in order to make Credit Extensions to such Designated
Borrower or shall be otherwise prohibited from lending to such Designated Borrower;




(vi) if required by Section 2.14 (c), the Designated Borrower shall have
deposited the necessary Eligible Collateral in its Collateral Account and provided a
Borrowing Base Certificate reflecting such deposit;




(vii) if the Designated Borrower is Alterra Reinsurance USA, Alterra Reinsurance USA
shall have a Financial Strength Rating of at least A-; and




(viii) a Note for each Lender requesting the same.



Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans
to the other Type or a continuation of Eurodollar Rate Loans) submitted by a Borrower shall be
deemed to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b), have been satisfied on and as of the date of the applicable Credit
Extension.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




Each Borrower represents and warrants solely with respect to itself and its respective
Subsidiaries (provided, that only Alterra Bermuda makes the representation regarding its financial
statements in Section 5.05 and only Alterra Capital makes the representation regarding its
financial statements in Section 5.05 and the representations in Section 5.10) to
the Administrative Agent and the Lenders that:



5.01 Existence, Qualification and Power; Compliance with Laws. Each Borrower and each
Subsidiary thereof (a) is duly organized or formed, validly existing and in good standing (or
similar concept under the applicable Law of the relevant jurisdiction) under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power and authority and
all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets
and carry on its business and (ii) execute, deliver and perform its obligations under the Loan
Documents to which it is a party and (c) is duly qualified and is licensed and in good standing
under the Laws of each jurisdiction where its ownership of its assets or the conduct of its
business requires such qualification or license; except in each case referred to in clause
(b)(i) or (c), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.



5.02 Authorization; No Contravention. The execution, delivery and performance by each
Borrower of each Loan Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a) contravene the
terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien (other than any Lien arising under any Loan Document)
under, or require any payment to be made under (i) any material Contractual Obligation that is
binding on such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of
any Governmental Authority or any arbitral award to which such Person or its property is subject;
or (c) violate any Law to which such Person is subject.



5.03 Governmental Authorization; Other Consents. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person that has not been obtained or made is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, any Borrower of this Agreement or
any other Loan Document.



5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Borrower that is party thereto.
This Agreement constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such Borrower, enforceable against each Borrower that is
party thereto in accordance with its terms, subject to general principles of equity (regardless of
whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency
and similar laws affecting the enforcement of creditors’ rights generally.



5.05 Financial Statements.



(a) The audited consolidated balance sheet and related consolidated statements of income or
operations, shareholders’ equity and cash flows for the fiscal year ended December 31, 2010 of (i)
Alterra Capital and its Subsidiaries and (ii) Alterra Bermuda and its Subsidiaries (x) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein and (y) fairly present in all material respects the financial
condition of Alterra Capital and its Subsidiaries or Alterra Bermuda and its Subsidiaries, as the
case may be, as of the date thereof and their results of operations for the period covered thereby
in accordance with GAAP consistently applied throughout the period covered thereby.



(b) The unaudited consolidated balance sheet and the related consolidated statements of income
or operations, shareholders’ equity and cash flow for the fiscal quarter ended September 30, 2011
of (i) Alterra Capital and its Subsidiaries and (ii) Alterra Bermuda and its Subsidiaries (x) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein and (y) fairly present in all material respects the financial
condition of Alterra Capital and its Subsidiaries or Alterra Bermuda and its Subsidiaries, as the
case may be, as of the date thereof and their results of operations for the period covered thereby
in accordance with GAAP consistently applied throughout the period covered thereby subject to the
absence of footnotes and normal year-end audit adjustments.



5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to
the knowledge of any Borrower, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against the Borrowers or any of their respective
Subsidiaries or against any of their properties or revenues that (i) purport to affect or pertain
to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or
(ii) either individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. Notwithstanding the foregoing, with respect to the Regulatory Matters, the
information provided with respect thereto is based solely on the limited information previously
provided by Chubb Re and none of the Borrowers nor any of their respective Affiliates have made or
will make any representation or warranty with respect to such information or its accuracy or
completeness.



5.07 No Default. None of the Borrowers nor any of their respective Subsidiaries thereof is in
default under or with respect to any Contractual Obligation that could, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.



5.08 Ownership of Property. Each Borrower and its Subsidiaries has good legal title in fee
simple to, or valid leasehold interests in, all material real property necessary or used in the
ordinary conduct of its business, except for such defects in title as could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.



5.09 Taxes. Alterra Capital and its Subsidiaries have filed all federal, material state and
other material Tax returns and reports required to be filed, and have paid all federal, material
state and other material Taxes, assessments, fees and other governmental charges levied or imposed
upon them or their properties, income or assets otherwise due and payable, except those which are
being contested in good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance with GAAP. To the knowledge of Alterra Capital,
there is no proposed Tax assessment against Alterra Capital or any of its Subsidiaries that would,
if made, have a Material Adverse Effect.



5.10 ERISA Compliance.



(a) Except as could not reasonably be expected to have a Material Adverse Effect: (i) each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code
and other Federal or state laws and (ii) each Plan that is intended to qualify under Section 401(a)
of the Code has received a favorable determination letter from the IRS or an application for such a
letter is currently being processed by the IRS with respect thereto and, to the best knowledge of
Alterra Capital, nothing has occurred which would prevent, or cause the loss of, such
qualification. Alterra Capital and each ERISA Affiliate have made all required contributions to
each Plan subject to Section 412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has been made with respect
to any Plan.



(b) There are no pending or, to the best knowledge of Alterra Capital, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could
reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.



(c) No ERISA Event has occurred that could reasonably be expected to result in a Material
Adverse Effect, and neither Alterra Capital nor any ERISA Affiliate is aware of any fact, event or
circumstance that could reasonably be expected to constitute or result in an ERISA Event with
respect to any Pension Plan that could reasonably be expected to result in a Material Adverse
Effect; (ii) Alterra Capital and each ERISA Affiliate has met all applicable requirements under the
Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding
standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most
recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in
Section 430(d)(2) of the Code) is 60% or higher and neither Alterra Capital nor any ERISA Affiliate
knows of any facts or circumstances that could reasonably be expected to cause the funding target
attainment percentage for any such plan to drop below 60% as of the most recent valuation date;
(iv) neither Alterra Capital nor any ERISA Affiliate has incurred any liability to the PBGC other
than for the payment of premiums, all of which have been paid; (v) neither Alterra Capital nor any
ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section
4212(c) of ERISA which could reasonably be expected to result in a Material Adverse Effect; and
(vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC that
could reasonably be expected to result in a Material Adverse Effect, and no event or circumstance
has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings
under Title IV of ERISA to terminate any Pension Plan which termination could reasonably be
expected to result in a Material Adverse Effect.



(d) With respect to any Foreign Benefit Plan, (i) except as could not reasonably be expected
to have a Material Adverse Effect, each Foreign Benefit Plan is in compliance in all material
respects with applicable Law, (ii) the aggregate of the accumulated benefit obligations under all
Foreign Benefit Plans does not exceed the current fair market value of the assets held in the trust
or similar funding vehicles for such Foreign Benefit Plans in an amount in excess of the Threshold
Amount, and (iii) reasonable reserves have been established in accordance with prudent business
practice or where required by ordinary accounting practices in the jurisdiction in which such
Foreign Benefit Plan is maintained. There are no material actions, suits or claims (other than
routine claims for benefits) pending, or to the knowledge of Alterra Capital threatened against it
or any of its Subsidiaries with respect to any Foreign Benefit Plan which could reasonably be
expected to result in a Material Adverse Effect.



5.11 Subsidiaries; Equity Interests. As of the Effective Date, Alterra Capital has no
Subsidiaries other than those disclosed on Schedule 5.11 and such Schedule correctly
indicates which Subsidiaries are Insurance Subsidiaries, Material Insurance Subsidiaries and
Material Parties.



5.12 Margin Regulations; Investment Company Act; Investment Business Act.



(a) None of the Borrowers is engaged or will engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock.



(b) None of the Borrowers, any Person Controlling the Borrowers, or any Subsidiary of Alterra
Capital is or is required to be registered as an “investment company” under the Investment Company
Act of 1940. Neither Alterra Capital nor Alterra Bermuda nor any other Borrower organized under
the laws of Bermuda is engaged in the “Investment Business” as defined in the Investment Business
Act of 2003 of Bermuda.



(c) Alterra Bermuda has not received any direction or other notification pursuant to Section
32 of Insurance Act, 1978 of Bermuda.



5.13 Disclosure. No written report, financial statement, certificate or other written
information furnished by or on behalf of any Borrower to the Administrative Agent or any Lender in
connection with the transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case taken as a whole as modified or
supplemented by other information so furnished) contains any material misstatement of fact or omits
to state any material fact necessary to make the statements therein, (taken as a whole with other
such statements theretofore or contemporaneously furnished) in light of the circumstances under
which they were made, not materially misleading; provided that, with respect to projected
financial information, the Borrowers represent only that such information was prepared in good
faith based upon assumptions that the Borrowers believed were reasonable at the time of preparation
thereof, it being understood by the Lenders that such projections as to future events are not to be
viewed as facts and that actual results during the period or periods covered by such projections
may differ from the projected results. Notwithstanding the foregoing, the Lenders acknowledge that
the information provided with respect to the Regulatory Matters is based solely on the limited
information previously provided by Chubb Re prior to March 24, 2006 (and not any of the Borrowers
or their Affiliates or their respective officers or representatives), that such information has not
been and will not be updated and that no representation or warranty is made by the Borrowers or any
of their respective Affiliates with respect to such information nor its accuracy or completeness.



5.14 Compliance with Laws. Each Borrower and its respective Subsidiaries is in compliance in
all material respects with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its properties, except in such instances in which (a) such Law or
order, writ, injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.



5.15 Representations as to Foreign Jurisdiction Matters. Each Foreign Obligor represents and
warrants (solely as to itself) to the Administrative Agent and the Lenders that:



(a) Such Foreign Obligor is subject to civil and commercial Laws with respect to its
obligations under this Agreement and the other Loan Documents to which it is a party (collectively
as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the execution,
delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents
constitute and will constitute private and commercial acts and not public or governmental acts.
Such Foreign Obligor does not have any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor
is organized and existing in respect of its obligations under the Applicable Foreign Obligor
Documents.



(b) Except as set forth in such Designated Borrower’s Designated Borrower Request, and such
exception is acceptable to the Administrative Agent, the Applicable Foreign Obligor Documents are
in proper legal form under the Laws of the jurisdiction in which such Foreign Obligor is organized
and existing for the enforcement thereof against such Foreign Obligor under the Laws of such
jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of
the Applicable Borrower Documents. It is not necessary to ensure the legality, validity,
enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents
that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or
notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is
organized and existing or that any registration charge or stamp or similar tax be paid on or in
respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such
filing, registration, recording, execution or notarization that has been made and is in full force
and effect, or is not required to be made until such Applicable Foreign Obligor Documents are
sought to be enforced, (ii) any charge or tax that has been timely paid by or on behalf of such
Foreign Obligor and (iii) any such charge or tax which can not be paid, or any filing, registration
or recording or necessary to perfect any Lien granted by such Foreign Obligor pursuant to the
Applicable Foreign Obligor Documents which can not be made, in each case, prior to execution of
such Applicable Foreign Obligor Document.



(c) As of the Effective Date (or in the case of a Designated Borrower which is a Foreign
Obligor, the date such Designated Borrower becomes a party hereto), there is no tax, levy, impost,
duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any
Governmental Authority in or of the jurisdiction in which such Foreign Obligor is organized and
existing (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor
Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to the Applicable
Foreign Obligor Documents other than, in the case of a Designated Borrower, those set forth in
such Designated Borrower’s Designated Borrower Request.



(d) The execution, delivery and performance of the Applicable Foreign Obligor Documents
executed by such Foreign Obligor are, under applicable foreign exchange control regulations of the
jurisdiction in which such Foreign Obligor is incorporated or organized and existing, not subject
to any notification or authorization except (i) such as have been made or obtained or (ii) such as
cannot be made or obtained until a later date (provided that any notification or
authorization described in clause (ii) shall be made or obtained as soon as is reasonably
practicable).



5.16 First Priority Interest. The Administrative Agent, for the benefit of itself, the
Fronting Bank, the L/C Administrator and the Lenders, has a first priority (subject only to Liens
of the type described in Sections 7.06(b) and (n) to the extent set forth in the
applicable Control Agreement) perfected security interest in the Collateral pledged by each
Borrower pursuant to its respective Security Agreement.



ARTICLE VI.

AFFIRMATIVE COVENANTS




So long as any Lender shall have any Commitment hereunder, any L/C Obligation, Loan or other
Obligation hereunder (other than any contingent indemnification liability that is not then payable)
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Alterra
Capital and each other Borrower shall, and shall to the extent required pursuant to the applicable
provisions of this Article VI, cause each of their respective Subsidiaries to (provided
that each Borrower covenants solely with respect to itself and its respective Subsidiaries):



6.01 Reports, Certificates and Other Information. Furnish or cause to be furnished to the
Administrative Agent for distribution to the Lenders:



(a) GAAP Financial Statements:




(i) Within 45 days after the close of each of the first three fiscal quarters of each
fiscal year beginning with the fiscal quarter ending after the Effective Date (A) of Alterra
Bermuda, a copy of the unaudited consolidated balance sheets of Alterra Bermuda and its
Subsidiaries, as of the close of such quarter and the related statements of income and cash
flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all
prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of
footnotes) and accompanied by the certification of a Responsible Officer of Alterra Bermuda
that all such financial statements are complete and correct and present fairly, in all
material respects, in accordance with GAAP (subject to normal year-end adjustments and the
absence of footnotes) the financial position and consolidated results of operations and cash
flows of Alterra Bermuda as at the end of such fiscal quarter and for the period then ended
and (B) of Alterra Capital, a copy of the unaudited consolidated balance sheets of Alterra
Capital, as of the close of such quarter and the related consolidated statements of income
and cash flows for that portion of the fiscal year ending as of the close of such fiscal
quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and
the absence of footnotes) and accompanied by the certification of a Responsible Officer of
Alterra Capital that all such financial statements are complete and correct and present
fairly, in all material respects, in accordance with GAAP (subject to normal year-end
adjustments and the absence of footnotes) the financial position and consolidated results of
operations and cash flows of Alterra Capital as at the end of such fiscal quarter and for
the period then ended.




(ii) Within 90 days after the close of each fiscal year beginning with the fiscal year
ended 2011, (A) of Alterra Bermuda, a copy of the annual audited consolidated financial
statements of Alterra Bermuda and its Subsidiaries consisting of balance sheets and
statements of income and retained earnings and cash flows, setting forth in comparative form
in each case the figures for the previous fiscal year, which financial statements shall be
prepared in accordance with GAAP, certified without material qualification by KPMG or any
other firm of independent certified public accountants of recognized national standing
selected by Alterra Capital that all such financial statements are complete and correct and
present fairly, in all material respects, in accordance with GAAP the financial position and
the consolidated results of operations and cash flows of Alterra Bermuda as at the end of
such year and for the period then ended and (B) of Alterra Capital, a copy of the annual
audited financial statements of Alterra Capital consisting of consolidated and consolidating
balance sheets and consolidated and consolidating statements of income and retained earnings
and cash flows, setting forth in comparative form in each case the figures for the previous
fiscal year, which financial statements shall be prepared in accordance with GAAP, certified
without material qualification by KPMG or any other firm of independent certified public
accountants of recognized national standing selected by Alterra Capital that all such
financial statements are complete and correct and present fairly, in all material respects,
in accordance with GAAP the financial position and the consolidated results of operations
and cash flows of Alterra Capital as at the end of such year and for the period then ended.



(b) SAP Financial Statements. Within 30 days after the transmittal thereof to any
Governmental Authority, any Annual Statement or quarterly statutory statements required to be
delivered to such Governmental Authority by a Borrower or any Material Insurance Subsidiary
prepared in conformity with the requirements thereof.



(c) Monthly Report and Borrowing Base Certificate. As soon as available, but in any event
within 25 days after the end of each calendar month of each fiscal year, (i) a report listing each
Borrower’s Eligible Collateral and (ii) a Borrowing Base Certificate executed by a Responsible
Officer. For purposes of such report and of completing the Borrowing Base Certificate required
under this Section 6.01(c), Eligible Collateral shall be valued based on its Fair Market
Value as at the last Business Day of the calendar month for which such report or Borrowing Base
Certificate is being delivered.



(d) SEC Filings, etc. Promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the stockholders of Alterra
Capital or any other Borrower (except any stockholder reports prepared internally for Subsidiaries
(and not for the use of or distribution to third parties)), and copies of all annual, regular,
periodic and special reports and registration statements which Alterra Capital or any other
Material Party may file or be required to file with the SEC under Section 13 or 15 of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative
Agent pursuant hereto.



(e) Additional Borrowing Base Certificates. Promptly, at the request of the Administrative
Agent, a Borrowing Base Certificate for any given Business Day executed by a Responsible Officer of
each Borrower.



(f) Notice of Default, etc. Promptly (and in any event within two Business Days) after any
Responsible Officer of any Borrower knows or has reason to know of the existence of any Default,
any ERISA Event or any event, development or other information which would have a Material Adverse
Effect, telephonic or telegraphic notice specifying the nature of such Default, ERISA Event or
event, development or information, including the anticipated effect thereof, which notice shall be
promptly confirmed in writing within two Business Days;



(g) Other Information. The following certificates and other information which shall be
delivered promptly after (and in any event within five Business Days after) receipt of:




(i) Copies of any financial examination reports by a Governmental Authority with
respect to any Material Insurance Subsidiary relating to the insurance or reinsurance
business of such Material Insurance Subsidiary (when, and if, prepared); provided,
interim reports shall only be required to be delivered hereunder at such time as such
Borrower has knowledge that a final report will not be issued and delivered to the
Administrative Agent within 90 days of any such interim report.




(ii) Copies of all filings (other than nonmaterial filings) with Governmental
Authorities by any Material Insurance Subsidiary which seek approval of Governmental
Authorities with respect to transactions between any Borrower or any Material Insurance
Subsidiary and its Affiliates.




(iii) Notice of proposed or actual suspension, termination or revocation of any
material license of any Material Insurance Subsidiary by any Governmental Authority or of
receipt of notice from any Governmental Authority notifying a Borrower or any Material
Insurance Subsidiary of a hearing relating to such a suspension, termination or revocation,
including any request by a Governmental Authority which commits any Borrower or any Material
Insurance Subsidiary to take, or refrain from taking, any material action or which otherwise
materially and adversely affects the authority of any Borrower or any Material Insurance
Subsidiary to conduct its business.




(iv) Notice of any pending or threatened (in writing) investigation or regulatory
proceeding (other than routine periodic investigations or reviews) by any Governmental
Authority concerning the business, practices or operations of any Borrower or any Material
Insurance Subsidiary.




(v) Notice of any material change in accounting policies or financial reporting
practices by Alterra Capital or any other Borrower except as required or permitted by GAAP
or SAP, as applicable.




(vi) Promptly upon the announcement thereof, any change in the Financial Strength
Rating of Alterra Bermuda or any Designated Borrower which is an Insurance Subsidiary.



(h) Compliance Certificates. Concurrently with the delivery to the Administrative Agent of
the GAAP financial statements under Sections 6.01(a), a duly completed Compliance
Certificate, signed by the Responsible Officer of Alterra Capital.



(i) Notice of Litigation, License, etc. Promptly upon learning of the occurrence of any of
the following, written notice thereof, describing the same and the steps being taken by Alterra
Capital or any other Borrower with respect thereto: (i) the institution of, or any adverse
determination in, any litigation, arbitration proceeding or governmental proceeding which could, if
adversely determined, be reasonably expected to have a Material Adverse Effect and which is not
Ordinary Course Litigation or (ii) the commencement of any dispute which could reasonably be
expected to lead to the modification, transfer, revocation, suspension or termination of this
Agreement or any Loan Document.



(j) Other Information. From time to time such other information concerning Alterra Capital
and its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may
reasonably request.



Documents required to be delivered pursuant to Section 6.01(a) or Section
6.01(d) (to the extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Borrowers post such documents, or provide a link thereto on Alterra
Capital’s or Alterra Bermuda’s respective website on the Internet at the respective website address
listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrowers’
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative
Agent have access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrowers shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests the Borrowers to deliver such
paper copies until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrowers shall notify the Administrative Agent
and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide
to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. The Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of such documents.



The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will
make available to the Lenders, the L/C Administrator and the Fronting Bank materials and/or
information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak or another
similar electronic system (the “Platform”) and (b) certain of the Lenders may be
“public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information
with respect to either Borrower or its securities) (each, a “Public Lender”). The
Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public
Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the
word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers,
the L/C Administrator, the Fronting Bank and the Lenders to treat such Borrower Materials as not
containing any material non-public information with respect to such Borrower or its securities for
purposes of United States Federal and state securities laws (provided, that to the extent
such Borrower Materials constitute Information, they shall be treated as set forth in Section
11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the
Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Investor.”



6.02 Corporate Existence, Foreign Qualification; Permits. (a) Preserve, renew and maintain in
full force and effect the legal existence and good standing of each Borrower and each Material
Party under the laws of the jurisdiction of its organization except in a transaction permitted by
Section 7.04 and except to the extent that the failure to do so could not reasonably be
expected to have a Material Adverse Effect; and (b) take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary in the normal conduct of the
respective businesses of each Borrower and each Material Party, except to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect.



6.03 Books, Records and Inspections. (a) Maintain proper books of record and account, in
which materially complete, true and correct entries in conformity with GAAP consistently applied
shall be made of all financial transactions and matters involving the assets and business of
Alterra Capital or such Material Party, as the case may be; (b) maintain such books of record and
account in material conformity with all applicable requirements of any Governmental Authority
having regulatory jurisdiction over Alterra Capital or such Material Party, as the case may be; and
(c) permit designated representatives of the Administrative Agent to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss its affairs, finances and accounts with its directors,
officers, and independent public accountants (provided that the Borrowers shall be given
the opportunity to participate in any discussion or meeting with such independent accountants so
long as no Event of Default then exists), all at the expense of the Administrative Agent and at
such reasonable times during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Borrowers; provided, that during the continuance of an
Event of Default, the Administrative Agent (or any of its designated representatives) may do any of
the foregoing at the expense of the Borrowers at any time during normal business hours and without
advance notice.



6.04 Payment of Obligations. Pay, and cause each Material Party to pay, and discharge as the
same shall become due and payable (a) all its obligations and liabilities, unless the failure to do
so would not reasonably be expected to have a Material Adverse Effect and (b) all federal income
taxes and all other material tax liabilities, assessments and governmental charges or levies
imposed upon it unless the same are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance with GAAP are being maintained by such
Borrower or such Subsidiary.



6.05 Compliance with Laws. Comply in all material respects with all applicable Laws, except
in such instances in which (a) such Law is being contested in good faith by appropriate proceedings
diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to
have a Material Adverse Effect.



6.06 Maintenance of Properties. Keep and maintain all property material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted, except where the
failure to keep or maintain the same would not reasonably be expected to have a Material Adverse
Effect.



6.07 Conduct of Business. Engage primarily in the insurance and reinsurance business and such
other businesses described in quarterly report on form 10-Q for the fiscal quarter ended September
30, 2011.



6.08 Use of Credit Extensions. Use the proceeds of all Credit Extensions for general
corporate purposes not in contravention of any Law or of any Loan Document and not use the proceeds
of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to
extend credit to others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose.



6.09 Further Assurances. Promptly upon the request of the Administrative Agent, Alterra
Capital shall cause each Borrower to execute, acknowledge, deliver and record and do any and all
such further acts and deeds as the Administrative Agent may reasonably request from time to time in
order to ensure that the Obligations of such Borrower are secured by a first priority (subject only
to Liens described in Sections 7.06(b) and (n)) perfected interest in the assets of
such Borrower stated to be pledged pursuant to its Security Agreement and to perfect and maintain
the validity, effectiveness and priority of its Security Agreement and the Liens intended to be
created thereby. Notwithstanding any provision of a Control Agreement to the contrary, without the
prior written consent of the Administrative Agent, no Borrower shall give directions or entitlement
orders, as applicable, to the Financial Institution party to any applicable Control Agreement to
make a delivery to such Borrower or any other Person of assets or properties (other than dividends
and interest on the Eligible Collateral) from such Borrower’s Collateral Account except in
connection with the sale, investment or reinvestment of Eligible Collateral the proceeds of which
will be deposited into such Borrower’s Collateral Account. The Administrative Agent, on behalf of
the Fronting Bank, the L/C Administrator and the Lenders, agrees that provided (i) no Event of
Default exists and is continuing and (ii) after giving effect to the proposed delivery, the
Borrowing Base of such Borrower is equal to or in excess of such Borrower’s Outstanding Amount, the
Administrative Agent shall consent to any such delivery within one Business Day after such request.



6.10 Collateral Requirements. (a) Alterra Capital shall cause each Borrower’s Borrowing Base
at all times to be equal to or greater than such Borrower’s Outstanding Amount. If at any time a
Borrower’s Borrowing Base is less than its Borrower’s Outstanding Amount, Alterra Capital will
cause such Borrower to immediately (and in any event within two Business Days) deposit into its
Collateral Account Eligible Collateral or reduce its Borrower’s Outstanding Amount, or a
combination of the foregoing, in an amount sufficient to eliminate such excess. At any time an
Event of Default has occurred and is continuing, at the request of the Administrative Agent,
Alterra Capital shall cause such Borrower to take such actions as may be necessary to ensure that
its Collateral consists solely of Cash and Cash Equivalents; provided, that the
concentration limits with regard to Cash Equivalents shall not apply.



(b) The minimum weighted average credit quality rating of the Eligible Collateral in each
Collateral Account shall be at least AA/Aa2 or the equivalent; provided, that a Borrower
shall not be in violation of this Section 6.10(b) if such violation occurs as a result of a
change in the Fair Market Value or ratings of such Eligible Collateral (as opposed to a change in
the makeup of such Eligible Collateral) unless such deficiency exists for 30 days.



6.11 OFAC; PATRIOT Act Compliance. In each case only if and to the extent that it is subject
to OFAC (a) refrain from doing business in a Sanctioned Country or with a Sanctioned Person in
violation of the economic sanctions of the United States administered by OFAC, and (b) provide, to
the extent commercially reasonable, such information and take such actions as are reasonably
requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and
the Lenders in maintaining compliance with the PATRIOT Act.



ARTICLE VII.

NEGATIVE COVENANTS




So long as any Lender shall have any Commitment hereunder, any L/C Obligation, Loan or other
Obligation hereunder (other than any contingent indemnification liability that is not then payable)
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Alterra
Capital and each Borrower shall not, and, to the extent expressly required pursuant to the
applicable provisions of this Article VII, shall not permit any of its respective
Subsidiaries to (provided that each Borrower covenants solely with respect to itself and its
respective Subsidiaries):



7.01 Alterra Capital Debt to Total Capitalization Ratio. Permit the Alterra Capital Debt to
Total Capitalization Ratio to be greater than 35%.



7.02 Financial Strength Rating. Permit the Financial Strength Rating of Alterra Bermuda or
any Designated Borrower which is an Insurance Subsidiary to fall below the rating of “B++”.



7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness of Alterra
Capital’s Subsidiaries except:



(a) Indebtedness under the Loan Documents;



(b) obligations (contingent or otherwise) existing or arising under any Swap Contract entered
into by such Person in the ordinary course of business for the purpose of hedging currency,
commodity or interest rate risk and not for purposes of speculation or taking a “market view”;



(c) Indebtedness for standby letters of credit issued to secure liabilities under Primary
Policies or Reinsurance Agreements entered into in the ordinary course of business;



(d) Indebtedness owed by any Subsidiary to Alterra Capital or any of its Subsidiaries;
provided that if such Indebtedness is owed by a Borrower, such Borrower’s Indebtedness, if
any, is subordinate to Indebtedness under this Agreement (including any Guarantees of such
Indebtedness) on terms satisfactory to the Administrative Agent;



(e) Indebtedness of any Subsidiary in connection with securities lending arrangements with
financial institutions in the ordinary course of business;



(f) unsecured Indebtedness of Alterra USA Holdings and Alterra Finance LLC not exceeding
$450,000,000 at any time;



(g) Indebtedness of Alterra UK for standby letters of credit which have been, or may from time
to time in the future be, issued to provide funds at Lloyd’s to support Lloyd’s syndicate
commitments of Alterra UK and its Subsidiaries;



(h) Indebtedness not included in clauses (a) through (g), provided that the
aggregate amount of all such Indebtedness at any one time outstanding does not exceed $500,000,000;
and



(i) Indebtedness arising under Guarantees made by any Subsidiary of Indebtedness owed by any
other Subsidiaries of the type described in clauses (a) through (h) above.



7.04 Mergers, Consolidations and Dispositions. Merge, dissolve, liquidate, amalgamate,
consolidate with or into another Person, or Dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or hereafter acquired)
to or in favor of any Person, except that, so long as no Default or Event of Default exists or
would result therefrom:



(a) any Subsidiary (other than Alterra Bermuda) may merge, amalgamate or consolidate with
Alterra Capital or another Subsidiary so long as (i) if either such Subsidiary is a Wholly Owned
Subsidiary, the surviving Person shall (or, in the case of an amalgamation, the amalgamated entity
shall), after giving effect to such merger, amalgamation or consolidation, be Alterra Capital or a
Wholly Owned Subsidiary, as the case may be; and (ii) if a Borrower is a party thereto, (A) a
Borrower is the surviving entity (or, if an amalgamation, the amalgamated entity shall be liable
for such Borrower’s obligations), and (B) the Administrative Agent shall have received such
documents, certificates and opinions in connection with such merger, amalgamation or consolidation
affirming the effectiveness of this Agreement and the other Loan Documents and the liability of
such Borrower (including, in the case of an amalgamation, the amalgamated entity) for the
Obligations as it shall have reasonably requested;



(b) any Subsidiary (other than Alterra Bermuda) may Dispose of all or substantially all of its
assets (upon voluntary liquidation or otherwise) to Alterra Capital or to any other Subsidiary; and
any Subsidiary (other than a Material Party) may dissolve or Dispose of its assets;



(c) any Subsidiary (other than Alterra Bermuda) may merge, consolidate or amalgamate with any
Person who is not a Subsidiary provided (i) in the case of a merger, consolidation or amalgamation,
a Subsidiary shall be the continuing or surviving Person and, if any Wholly Owned Subsidiary is
merging, consolidating or amalgamating with another Person, such Subsidiary (or, in the case of an
amalgamation, the amalgamated entity), shall continue to be Wholly Owned after such merger,
consolidation or amalgamation, and (ii) if a Borrower is involved, the Administrative Agent shall
have received such documents, certificates and opinions in connection with such merger,
amalgamation or consolidation affirming the effectiveness of this Agreement and the other Loan
Documents.



7.05 Transactions with Affiliates. Enter into, or cause, suffer or permit to exist, any
arrangement, transaction or contract with any of its Affiliates unless such arrangement,
transaction or contract is on an arm’s length basis; provided that the foregoing
restriction shall not apply to (i) Permitted Transactions, (ii) transactions between or among
Alterra Capital and any of its Wholly Owned Subsidiaries or between and among any Wholly Owned
Subsidiaries, (iii) Restricted Payments permitted pursuant to Section 7.09, (iv) reasonable
and customary fees paid to members of the board of directors (or similar governing body) of Alterra
Capital and its Subsidiaries and reimbursement of reasonable expenses of directors of Alterra
Capital and its Subsidiaries, (v) compensation arrangements for officers and other employees of
Alterra Capital and its Subsidiaries entered in the ordinary course of business, and (vi) the
provision of director’s, officer’s and employee’s indemnification and insurance in the ordinary
course of business.



7.06 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than the following:



(a) Liens pursuant to any Loan Document;



(b) Liens for Taxes not yet due or which are being contested in good faith and by appropriate
proceedings, if adequate reserves with respect thereto are maintained on the books of the
applicable Person in accordance with GAAP;



(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than 60 days
or which are being contested in good faith and by appropriate proceedings, if adequate reserves
with respect thereto are maintained on the books of the applicable Person;



(d) Liens of landlords or of mortgagees of landlords arising by operation of law or pursuant
to the terms of real property leases, provided that the rental payments secured thereby are not yet
due and payable;



(e) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other forms of governmental insurance or benefits and
Liens pursuant to Letters of Credit or other security arrangements in connection with such
insurance or benefits, other than any Lien imposed by ERISA;



(f) deposits to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;



(g) easements, rights-of-way, restrictions, minor defects or irregularities in title and other
similar encumbrances affecting real property which, in the aggregate, do not materially interfere
with the ordinary conduct of the business of Alterra Capital and its Subsidiaries as a whole;



(h) Liens securing judgments for the payment of money not constituting an Event of Default
under Section 8.01(l);



(i) Liens on assets held in trust in respect of, or deposited or segregated to secure,
liabilities under any Primary Policies or Reinsurance Agreements or securing Indebtedness permitted
under Section 7.03(c);



(j) Liens securing Indebtedness permitted under Section 7.03(g);



(k) Liens securing Indebtedness permitted under Section 7.03(h) provided that the
amount of the Indebtedness secured thereby does not exceed $250,000,000 at any time;



(l) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness
secured by any Lien permitted by any clause of this Section 7.06, provided that such
Indebtedness is not increased and is not secured by additional assets;



(m) Liens on any asset subject to any trust or other account arising out of regulatory
requirements to the extent that such Liens are required by an applicable Insurance Regulatory
Authority for such Person to maintain such obligations;



(n) bankers’ Liens, rights of setoff and similar Liens arising in the ordinary course of
business on operating accounts (including any related securities accounts) maintained by Alterra
Capital or any of its Subsidiaries in the ordinary course of business; and



(o) Liens arising in connection with securities lending arrangements with financial
institutions in the ordinary course of business;



provided, that no Lien (other than Liens pursuant to Sections 7.06(a) or
(b) or with respect to the Collateral, Liens of the type permitted in Section
7.06(n) with respect to the applicable Control Agreement) shall be permitted to exist on the
Equity Interest in any Insurance Subsidiaries or on the Collateral.



7.07 Restricted Payments, Etc. (a) Declare or pay any dividends on any of the Equity
Interests in Alterra Capital, (b) purchase any Equity Interests in Alterra Capital or (c) set aside
funds for any of the foregoing, except that Alterra Capital may declare or pay dividends on, or
make distributions in respect of, any of its Equity Interests and Alterra Capital may purchase any
of its Equity Interests provided, that no Default or Event of Default has occurred and is
continuing before or after giving effect to the declaration or payment of such dividends,
distributions or purchases.



ARTICLE VIII.

EVENTS OF DEFAULT AND THEIR EFFECT




8.01 Events of Default. Each of the following shall constitute an Event of Default under this
Agreement:



(a) Non-Payment of Credit Extension. Default in the payment when due of any L/C Advance or
any amount of principal on any Loan.



(b) Non-Payment of Interest, Fees, etc. Any Borrower fails to pay within three Business Days
after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due
hereunder, or any other amount payable hereunder or under any other Loan Document.



(c) Non-Payment of Other Indebtedness. (i) any Material Party (A) fails to make any payment
when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise)
in respect of any other Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount of more than the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition relating to any such
Indebtedness or Guarantee having an aggregate principal amount of more than the Threshold Amount or
contained in any instrument or agreement evidencing, securing or relating thereto, and, in each
case, such default continues for more than the period of grace, if any, therein specified, the
effect of which default is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under
such Swap Contract as to which a Material Party is the sole Defaulting Party (as defined in such
Swap Contract) or (B) any Additional Termination Event (as so defined) under such Swap Contract as
to which a Material Party is the sole Borrower (as so defined) and, in either event, the Swap
Termination Value owed by a Material Party as a result thereof is greater than the Threshold
Amount.



(d) Bankruptcy, Insolvency, etc. Any Material Party institutes or consents to the institution
of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors;
or applies for or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief
Law relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or
an order for relief is entered in any such proceeding; or any Material Party becomes unable or
admits in writing its inability or fails generally to pay its debts as they become due, or any writ
or warrant of attachment or execution or similar process is issued or levied against all or any
material part of the property of any such Person and is not released, vacated or fully bonded
within 60 days after its issue or levy.



(e) Financial Statements. Failure by any Borrower required to comply with the covenants set
forth in Section 6.01 and continuance of such failure for five Business Days after notice
thereof from the Administrative Agent.



(f) Specific Defaults. Failure by a Borrower to comply with the covenants set forth in
Sections 6.02, 6.08, 6.10, 7.01, 7.02, 7.03, 7.04,
7.06, or 7.07.



(g) Non-compliance With Other Provisions. Failure by a Borrower to comply with or to perform
any provision of this Agreement or any other Loan Document (and not constituting an Event of
Default under any of the other provisions of this Article VIII) and such failure continues
for 30 days from the earliest of (i) the date a Responsible Officer has knowledge of such failure
or (ii) the date the Administrative Agent or the Required Lenders give notice of such failure.



(h) Warranties and Representations. Any representation, warranty, certification or statement
of fact made or deemed made by or on behalf of any Borrower herein, in any other Loan Document, or
in any document delivered by or on behalf of such Borrower in connection herewith or therewith
shall be incorrect or misleading in any material respect when made or deemed made.



(i) Employee Benefit Plans. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result in liability of a
Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of the Threshold Amount, or (ii) Alterra Capital or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in
an aggregate amount in excess of the Threshold Amount; or (iii) institution of any steps by Alterra
Capital or any other Person to terminate a Foreign Benefit Plan if as a result of such termination,
Alterra Capital or any of its respective Subsidiaries could be required to make a contribution to
such Foreign Benefit Plan, or could incur a liability or obligation to such Foreign Benefit Plan,
in excess of the Threshold Amount, or (iv) a contribution failure with respect to any Foreign
Benefit Plan sufficient to give rise to a Lien under applicable Law in excess of the Threshold
Amount occurs.



(j) Loan Documents. Any Loan Document, at any time after its execution and delivery and for
any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all
the Obligations, ceases to be in full force and effect; or any Borrower contests in any manner the
validity or enforceability of any Loan Document or denies that it has any liability or obligation
under any Loan Document, or purports to revoke, terminate or rescind any Loan Document other than
in accordance with the terms of any such Loan Document or the Administrative Agent shall fail to
have a first priority perfected Lien on any Collateral (subject only to Liens described in
Sections 7.06(b) and (n)).



(k) Change in Control. A Change in Control occurs.



(l) Judgments. There is entered against any Borrower (i) a final judgment or order for the
payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not paid,
fully bonded or covered by independent third-party insurance as to which the surety or insurer does
not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in
either case, such judgment shall not have been discharged or vacated or had execution thereof
stayed pending appeal within 60 days after entry of such judgment.



8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:



(a) declare the commitment of each Lender to make Loans and L/C Extensions and any obligation
of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;



(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrowers;



(c) subject to Section 6.10, require that each Borrower’s Collateral consist of Cash
and Cash Equivalents; and



(d) exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies
available to it, the Lenders and the L/C Issuers under the Loan Documents;



provided, that upon the occurrence of an actual or deemed entry of an order for relief with
respect to a Borrower under any Debtor Relief Law, the obligation of each Lender to make Loans and
any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, and
the unpaid principal amount of all outstanding Loans and all interest and other amounts as
aforesaid shall automatically become due and payable, in each case without further act of the
Administrative Agent or any Lender.



8.03 Remedies Upon Event of Default Application of Funds. After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become immediately due
and payable as set forth in the proviso to Section 8.02), any amounts received on account
of the Obligations shall, subject to the provisions of Sections 2.16 and 2.17, be
applied in the following order (provided, that notwithstanding anything contained herein to
the contrary, funds received from a Borrower or any of such Borrower’s Collateral shall be applied
only to the Obligations of such Borrower):



First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;



Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders
and the Fronting Bank (including fees, charges and disbursements of counsel to the respective
Lenders and the Fronting Bank and amounts payable under Article III), ratably among them in
proportion to the respective amounts described in this clause Second payable to them;



Third, to payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Advances and other Obligations, ratably among
the Lenders and the Fronting Bank in proportion to the respective amounts described in this clause
Third payable to them;



Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Loans and L/C Advances, ratably among the Lenders and the Fronting Bank in proportion to the
respective amounts described in this clause Fourth held by them;



Fifth, to the Administrative Agent for the account of (x) the Fronting Bank, in the
case of Fronted Letters of Credit and (y) the Lenders, in the case of Several Letters of Credit, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit; and



Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the applicable Borrower or as otherwise required by Law.



Amounts held to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant
to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as
they occur. If any Cash Collateral remains after all Letters of Credit of such Borrower shall have
either been fully drawn or expired, such remaining amount shall be applied to the other Obligations
of such Borrower, if any, in the order set forth above.



ARTICLE IX.

ADMINISTRATIVE AGENT




9.01 Appointment and Authority. Each of the Lenders, each L/C Issuer, the L/C Administrator
and the Fronting Bank hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder (including the guaranty set forth in Article X) and under
the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto except for
Alterra Capital’s approval right set forth in Section 9.06 and Bank of America hereby
accepts such appointment. The provisions of this Article are solely for the benefit of the
Administrative Agent, the Lenders, the L/C Issuers, the L/C Administrator and the Fronting Bank,
and no Borrower shall have rights as a third party beneficiary of any of such provisions. It is
understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or
any other similar term) with reference to the Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
Law. Instead such term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties.



9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of business with Alterra
Capital or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.



9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents, and its duties
hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the
Administrative Agent:



(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;



(b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents), provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law,
including for the avoidance of doubt any action that may be in violation of the automatic stay
under any Debtor Relief Law or that may effect a forfeiture, modification or termination of
property of a Defaulting Lender in violation of any Debtor Relief Law; and



(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
Alterra Capital or any of its Affiliates that is communicated to or obtained by the Person serving
as the Administrative Agent or any of its Affiliates in any capacity.



The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii)
in the absence of its own gross negligence or willful misconduct as determined by a court of
competent jurisdiction by final and nonappealable judgment.



The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by a Borrower, a Lender or the
Fronting Bank.



The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.



9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance, extension,
renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the Applicable Issuing Party, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the Applicable Issuing Party unless the Administrative
Agent shall have received notice to the contrary from such Lender or the Applicable Issuing Party
prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative
Agent may consult with legal counsel (who may be counsel for the Borrowers), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or experts.



9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent. The Administrative
Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the
extent that a court of competent jurisdiction determines in a final and non appealable judgment
that the Administrative Agent acted with gross negligence or willful misconduct in the selection of
such sub-agents.



9.06 Resignation of Administrative Agent. (a) The Administrative Agent may at any time give
notice of its resignation to the Lenders, the Fronting Bank and Alterra Capital. Upon receipt of
any such notice of resignation, the Required Lenders shall have the right, with the prior written
consent of Alterra Capital (except during the existence of an Event of Default), to appoint a
successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the
Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative
Agent may (but shall not be obligated to) on behalf of the Lenders, the L/C Issuers, the L/C
Administrator and the Fronting Bank, appoint a successor Administrative Agent meeting the
qualifications set forth above. Whether or not a successor has been appointed, such resignation
shall become effective in accordance with such notice on the Resignation Effective Date.



(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to
clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by
applicable Law, by notice in writing to Alterra Capital and such Person remove such Person as
Administrative Agent and, with the prior written consent of Alterra Capital (except during the
existence of an Event of Default), appoint a successor. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such
earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”),
then such removal shall nonetheless become effective in accordance with such notice on the Removal
Effective Date.



(c) With effect from the Resignation Effective Date or the Removal Effective Date (as
applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders, the L/C Issuers, the
L/C Administrator or the Fronting Bank under any of the Loan Documents, the retiring or removed
Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then
owed to the retiring or removed Administrative Agent, all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made
by or to each Lender, the L/C Administrator and the Fronting Bank directly, until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
(or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than
any rights to indemnity payments or other amounts owed to the retiring or removed Administrative
Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the
retiring or removed Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom as provided for
above in this Section). The fees payable by Alterra Capital and Alterra Bermuda to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between Alterra Capital, Alterra Bermuda and such successor. After the retiring or removed
Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the
provisions of this Article and Section 11.04 shall continue in effect for the benefit of
such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while the retiring or removed
Administrative Agent was acting as Administrative Agent.



(d) Any resignation by Bank of America as Administrative Agent pursuant to this Section shall
also constitute its resignation as L/C Administrator and as the Fronting Bank provided,
that prior to a termination of the Commitments that Bank of America may not resign as L/C
Administrator and Fronting Bank unless either (x) there is another Fronting Bank under this
Agreement and the Fronting Bank agrees to act as L/C Administrator hereunder or (y) the successor
Administrative Agent or another Person who is an NAIC Approved Bank has agreed to assume the
obligations of Bank of America as Fronting Bank and L/C Administrator hereunder. If Bank of America
resigns as the Fronting Bank and L/C Administrator, it shall retain all the rights, powers,
privileges and duties of the Fronting Bank and L/C Administrator hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as Fronting Bank and L/C
Administrator and all L/C Obligations with respect thereto, including the right to require the
Lenders to make L/C Advances with respect to Fronted Letters of Credit pursuant to Section
2.03(c). Upon the appointment of a successor Fronting Bank or L/C Administrator hereunder, (a)
such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring Fronting Bank or L/C Administrator, as applicable, (b) the retiring Fronting
Bank or L/C Administrator shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents, and (c) the successor Fronting Bank or L/C Administrator shall
issue letters of credit in substitution for (or amendments to) the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements satisfactory to the retiring
Fronting Bank or L/C Administrator, as the case may be, to effectively assume the obligations of
the retiring Fronting Bank or L/C Administrator, as the case may be with respect to such Letters of
Credit.



9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender, the L/C
Administrator and the Fronting Bank acknowledges that it has, independently and without reliance
upon the Administrative Agent, the L/C Administrator, the Fronting Bank or any other Lender, or any
of their Related Parties and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender, the L/C
Administrator and the Fronting Bank also acknowledges that it will, independently and without
reliance upon the Administrative Agent, the L/C Administrator, the Fronting Bank or any other
Lender or any of their Related Parties and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related agreement or any
document furnished hereunder or thereunder.



9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
Bookrunners, Arrangers, Syndication Agents, and Documentation Agents listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or any of the other
Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender, the
Fronting Bank or the L/C Administrator hereunder.



9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Borrower, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise



(a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders, the L/C Issuers, the L/C Administrator, the Fronting Bank and the Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements and advances of the
Lenders, the L/C Issuers, the L/C Administrator, the Fronting Bank and the Administrative Agent and
their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers, the L/C
Administrator, the Fronting Bank and the Administrative Agent under Sections 2.03(i) and
(j), 2.09 and 11.04) allowed in such judicial proceeding; and



(b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender, each L/C Issuer, the L/C
Administrator and the Fronting Bank to make such payments to the Administrative Agent and, in the
event that the Administrative Agent shall consent to the making of such payments directly to the
Lenders, the L/C Issuers, the L/C Administrator and the Fronting Bank, to pay to the Administrative
Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent
under Sections 2.09 and 11.04.



Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender, any L/C Issuer, the L/C Administrator or the
Fronting Bank any plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender, any L/C Issuer, the L/C Administrator or the Fronting Bank
or to authorize the Administrative Agent to vote in respect of the claim of any Lender any L/C
Issuer, the L/C Administrator or the Fronting Bank in any such proceeding.



9.10 Collateral Matters. The Lenders and the Fronting Bank irrevocably authorize the
Administrative Agent, at its option and in its discretion, to release any Lien on any property
granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the
Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or
otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any
sale or other disposition permitted hereunder or under any other Loan Document, or (iii) upon
approval of the requisite Lenders pursuant to Section 11.01(e); and (iv) as permitted under
Sections 2.16, 2.17 and 6.10. Upon request by the Administrative Agent at any time,
the Required Lenders will confirm in writing the Administrative Agent’s authority to release its
interest in particular types or items of property, pursuant to this Section 9.10.



The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire
into any representation or warranty regarding the existence, value or collectability of the
Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or
any certificate prepared by any Borrower in connection therewith, nor shall the Administrative
Agent be responsible or liable to the Lenders, the L/C Issuers, the L/C Administrator or the
Fronting Bank for any failure to monitor or maintain any portion of the Collateral.



ARTICLE X.

ALTERRA CAPITAL GUARANTEE




10.01 Unconditional Guarantee. For valuable consideration, receipt whereof is hereby
acknowledged, and to induce the Fronting Bank and each Lender to make Loans to and Issue Letters of
Credit (or purchase participations therein) for the account of each Guaranteed Borrower and to
induce the Administrative Agent to act hereunder, Alterra Capital hereby unconditionally and
irrevocably guarantees to each Lender, the Fronting Bank and the Administrative Agent the punctual
payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of
the Guaranteed Borrowers, whether for principal, interest, fees, expenses, indemnification or
otherwise, whether direct or indirect, absolute or contingent or now existing or hereafter arising
(such Obligations being the “Guaranteed Obligations”). Without limiting the generality of
the foregoing, Alterra Capital’s liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by each Guaranteed Borrower to the Administrative Agent,
the Fronting Bank or any other Lender under this Agreement but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving any Guaranteed Borrower or its Affiliates. This is a guarantee of payment and
not of collection merely.



10.02 Guarantee Absolute. Alterra Capital guarantees that the Guaranteed Obligations will be
paid strictly in accordance with the terms of this Agreement, regardless of any law or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender,
the Fronting Bank or the Administrative Agent with respect thereto. The Obligations of Alterra
Capital under this Article X are independent of the Guaranteed Obligations, and a separate
action or actions may be brought and prosecuted against Alterra Capital to enforce this Article
X, irrespective of whether any action is brought against any Guaranteed Borrower or whether any
Guaranteed Borrower is joined in any such action or actions. The liability of Alterra Capital
under this guarantee shall be irrevocable, absolute and unconditional irrespective of, and Alterra
Capital hereby irrevocably waives any defense it may now or hereafter have in any way relating to,
any or all of the following:



(a) any lack of validity or enforceability of this Agreement, any other Loan Document or any
other agreement or instrument relating thereto;



(b) any change in the time, manner or place of payment of, or in any other term of, all or any
of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from
this Agreement (other than this Article X);



(c) any taking, exchange, release or non-perfection of any collateral or any taking, release
or amendment or waiver of or consent to departure from any other guaranty, for all or any of the
Guaranteed Obligations;



(d) any change, restructuring or termination of the corporate structure or existence of any
Guaranteed Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding
affecting any Guaranteed Borrower or any of its assets or any resulting release or discharge of any
obligation of any Guaranteed Borrower under this Agreement; or



(e) any other circumstance (including, without limitation, any statute of limitations to the
fullest extent permitted by applicable Law) which might otherwise constitute a defense available
to, or a legal or equitable discharge of, Alterra Capital or any Guaranteed Borrower (other than a
discharge arising from the payment in full of the Guaranteed Obligations).



This guaranty shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by
any Lender, the Fronting Bank or the Administrative Agent upon the insolvency, bankruptcy or
reorganization of Alterra Capital or otherwise, all as though such payment had not been made.



10.03 Waivers. Alterra Capital hereby expressly waives promptness, diligence, notice of
acceptance, presentment, demand for payment, protest, any requirement that any right or power be
exhausted or any action be taken against any of the Guaranteed Borrowers or against any other
guarantor of all or any portion of the Guaranteed Obligations, and all other notices and demands
whatsoever.



(a) Alterra Capital hereby waives any right to revoke this guaranty, and acknowledges that
this guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing
now or in the future and regardless of whether Guaranteed Obligations are reduced to zero at any
time or from time to time (other than a reduction to zero due to the payment in full in cash of the
Guaranteed Obligations concurrently with or after the termination of all Commitments).



(b) Alterra Capital acknowledges that it will receive substantial direct and indirect benefits
from the financing arrangements contemplated herein and that the waivers set forth in this
Article X are knowingly made in contemplation of such benefits.



10.04 Subrogation. Alterra Capital will not exercise any rights that it may now or hereafter
acquire against any of the Guaranteed Borrowers or any other insider guarantor that arise from the
existence, payment, performance or enforcement of the Guaranteed Obligations under this Agreement,
including, without limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of the Administrative Agent,
the Fronting Bank or any other Lender against any of the Guaranteed Borrowers or any other insider
guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to take or receive from
any of the Guaranteed Borrowers or any other insider guarantor, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security on account of such claim,
remedy or right, unless and until all of the Guaranteed Obligations shall have been paid in full in
cash and the Commitments shall have terminated. If any amount shall be paid to Alterra Capital in
violation of the preceding sentence at any time prior to the later of the payment in full in cash
of the Guaranteed Obligations and the termination of the Commitments, such amount shall be held in
trust for the benefit of the Administrative Agent, the Fronting Bank and the other Lenders and
shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms of this Agreement, or to be
held as collateral for any Guaranteed Obligations thereafter arising.



10.05 Survival. This guaranty is a continuing guarantee and shall (a) remain in full force
and effect until payment in full in cash of the Guaranteed Obligations and the termination of the
Commitments and the expiration or cancellation of all Letters of Credit, (b) be binding upon
Alterra Capital and its successors and assigns, (c) inure to the benefit of and be enforceable by
each Lender (including each assignee Lender pursuant to Section 11.06), the Fronting Bank
and the Administrative Agent and their respective successors, transferees and assigns and (d) shall
be reinstated if at any time any payment to a Lender, the Fronting Bank or the Administrative Agent
hereunder is required to be restored by such Lender, the Fronting Bank or the Administrative Agent.
Without limiting the generality of the foregoing clause (c), any transferee of any
interest in any Loan or Commitment of a Lender pursuant to Section 11.06 shall become
vested with all the rights in respect thereof granted to such Lender herein or otherwise.



10.06 Severability. Notwithstanding any other provision of this Article X to the
contrary, in the event that any action is brought seeking to invalidate Alterra Capital’s
obligations under this Article X under any fraudulent conveyance or fraudulent transfer
theory, Alterra Capital shall be liable under this Article X only for an amount equal to
the maximum amount of liability that could have been incurred under applicable Law by Alterra
Capital under any guarantee of the Obligations of the Guaranteed Borrowers (or any portion thereof)
at the time of the execution and delivery of this Agreement (or, if such date is determined not to
be the appropriate date for determining the enforceability of Alterra Capital’s obligations under
this Article X for fraudulent conveyance or transfer purposes, on the date determined to be
so appropriate) without rendering such a hypothetical guarantee voidable under applicable Law
relating to fraudulent conveyance or fraudulent transfer (the “Maximum Guaranteed
Obligations”) and not for any greater amount, as if the stated amount of the Guaranteed
Obligations had instead been the Maximum Guaranteed Obligations.



ARTICLE XI.

MISCELLANEOUS




11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless
in writing signed by the Required Lenders and the applicable Borrower and acknowledged by the
Administrative Agent, and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, that no such amendment,
waiver or consent shall:



(a) waive any condition set forth in Section 4.01(a) without the written consent of
each Lender directly affected thereby;



(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02) without the written consent of such Lender (it being understood
and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any
Default shall not be deemed to be an extension or increase in the Commitment of any Lender);



(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document without the written consent of each Lender entitled to receive such
payment;



(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C
Advance, or (subject to clause (iii) of the second proviso to this Section 11.01) any fees
or other amounts payable hereunder or under any other Loan Document without the written consent of
each Lender entitled to receive such payment of principal, interest, fees or other amounts;
provided, that only the consent of the Required Lenders shall be necessary to amend the
definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter
of Credit Fees at the Default Rate;



(e) except as expressly provided in this Agreement or any other Loan Document, release all or
substantially all of the Collateral without the consent of each Lender; provided, that only
the consent of the Required Lenders shall be necessary to amend the definition of “Eligible
Collateral” except that the consent of 100% of the Lenders shall be required to increase the
applicable percentages set forth on Schedule 1.02;



(f) change Section 2.12 or Section 8.03 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each Lender directly
affected thereby;



(g) change any provision of this Section or the definition of “Required Lenders” or
“Applicable Percentage” or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder without the written consent of each Lender; or



(h) release Alterra Capital from its obligations under Article X without the written
consent of each Lender;



and, provided, that (i) no amendment, waiver or consent shall, unless in writing and signed
by the L/C Administrator and/or the Fronting Bank in addition to the Lenders required above, affect
the rights or duties of the L/C Administrator and/or the Fronting Bank under this Agreement or any
Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to
the Lenders required above, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document; and (iii) the Fee Letters may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms
requires the consent of all Lenders or each affected Lender may be effected with the consent of the
applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting
Lender may not be increased or extended nor may the principal amount of any Loan or L/C Advance
owed to such Defaulting Lender be decreased or the payment date postponed without the consent of
such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or
each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely
relative to other affected Lenders shall require the consent of such Defaulting Lender.



11.02 Notices; Effectiveness; Electronic Communication.



(a) Notices Generally. Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:




(i) if to the Borrowers, the Administrative Agent, the L/C Administrator or the
Fronting Bank, to the address, facsimile number, electronic mail address or telephone number
specified for such Person on Schedule 11.02; and




(ii) if to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire.



Notices and other communications sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices and other
communications sent by facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient). Notices and other communications
delivered through electronic communications to the extent provided in subsection (b) below,
shall be effective as provided in such subsection (b).



(b) Electronic Communications. Notices and other communications to the Lenders, the Fronting
Bank and the L/C Administrator hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the foregoing shall not apply to notices to any Lender,
the Fronting Bank or the L/C Administrator pursuant to Article II if such Lender, the
Fronting Bank or the L/C Administrator, as applicable, has notified the Administrative Agent that
it is incapable of receiving notices under such Article by electronic communication. The
Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or
communications.



Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement) and (ii) notices or communications posted to an
Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address therefor; provided that,
for both clauses (i) and (ii), if such notice, email or other communication is not
sent during the normal business hours of the recipient, such notice, email or communication shall
be deemed to have been sent at the opening of business on the next business day for the recipient.



(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE
ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any
Lender, the Fronting Bank, the L/C Administrator or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any
Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet,
except to the extent that such losses, claims, damages, liabilities or expenses are determined by a
court of competent jurisdiction by a final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Agent Party; provided, that in no event
shall any Agent Party have any liability to any Borrower, any Lender, the Fronting Bank, the L/C
Administrator or any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).



(d) Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C
Administrator and the Fronting Bank may change its address, facsimile or telephone number for
notices and other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, facsimile or telephone number for notices and other communications
hereunder by notice to the Borrowers, the Administrative Agent, the L/C Administrator and the
Fronting Bank. In addition, each Lender agrees to notify the Administrative Agent from time to
time to ensure that the Administrative Agent has on record (i) an effective address, contact name,
telephone number, facsimile number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender.



(e) Reliance by Administrative Agent, the Fronting Bank, L/C Administrator and Lenders. The
Administrative Agent, the Fronting Bank, the L/C Administrator and the Lenders shall be entitled to
rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf
of Alterra Capital even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein, or (ii)
the terms thereof, as understood by the recipient, varied from any confirmation thereof. Each
Borrower shall indemnify the Administrative Agent, the Fronting Bank, the L/C Administrator, each
Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by or on behalf of such
Borrower. All telephonic notices to and other telephonic communications with the Administrative
Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents
to such recording.



11.03 No Waiver; Cumulative Remedies. No failure by any Lender, the Fronting Bank, the L/C
Administrator or the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided,
and provided under each other Loan Document, are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.



Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the
Borrowers or any of them shall be vested exclusively in, and all actions and proceedings at law in
connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders,
the L/C Administrator and the Fronting Bank; provided, that the foregoing shall not
prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies
that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the
other Loan Documents, (b) any Applicable Issuing Party from exercising the rights and remedies that
inure to its benefit (solely in its capacity as an Applicable Issuing Party) hereunder and under
the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with
Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing
proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a
proceeding relative to any Borrower under any Debtor Relief Law; and provided,
further, that if at any time there is no Person acting as Administrative Agent hereunder
and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise
ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the
matters set forth in clauses (b), (c) and (d) of the preceding proviso and
subject to Section 2.13 any Lender may, with the consent of the Required Lenders, enforce
any rights and remedies available to it and as authorized by the Required Lenders.



11.04 Expenses; Indemnity; Damage Waiver.



(a) Costs and Expenses. Alterra Capital and Alterra Bermuda shall pay (i) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of a single counsel for the
Administrative Agent and single local counsel and single specialist counsel (for each relevant
jurisdiction and relevant specialization), as reasonably required, in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated). Each Borrower shall pay (i) all reasonable
and documented out-of-pocket expenses incurred by an Applicable Issuing Party in connection with
the issuance, amendment, renewal or extension of any Letter of Credit issued for such Borrower’s
account or any demand for payment thereunder and (ii) all reasonable out-of-pocket expenses
incurred by the Administrative Agent, any Lender, the Fronting Bank or the L/C Administrator
(including the reasonable fees, charges and disbursements of any counsel for the Administrative
Agent, any Lender, the Fronting Bank or the L/C Administrator) in connection with the enforcement
or protection of its rights against such Borrower (A) in connection with this Agreement and the
other Loan Documents, including its rights under this Section, or (B) in connection with the Loans
made or Letters of Credit issued hereunder to or for the account of such Borrower, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.



(b) Indemnification. Alterra Capital and Alterra Bermuda shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender, the Fronting Bank and the L/C Administrator, and
each Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the reasonable and documented fees, charges
and disbursements of any counsel for any Indemnitee but excluding Taxes, which shall be covered by
Section 3.01) incurred by any Indemnitee or asserted against any Indemnitee by any Person
(including any Borrower) other than such Indemnitee and its Related Parties arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder, the consummation of the
transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any
sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other
Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the Applicable Issuing Party to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by Alterra Capital or any of its
Subsidiaries, or any Environmental Liability related in any way to Alterra Capital or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by any Borrower, and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Alterra
Capital or any other Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations hereunder or under any other Loan Document, if Alterra Capital or such other Borrower
has obtained a final and nonappealable judgment in its favor on such claim as determined by a court
of competent jurisdiction.



(c) Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to
be paid by it to the Administrative Agent (or any sub-agent thereof), the Fronting Bank, the L/C
Administrator or any Related Party of any of the foregoing (and without limiting the Borrowers
obligations to do so), each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the Fronting Bank, the L/C Administrator or such Related Party, as the case may be,
such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time)
of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such
Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought), provided, that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or an Applicable Issuing Party in its capacity as
such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or
any such sub-agent) or an Applicable Issuing Party in connection with such capacity. The
obligations of the Lenders under this subsection (c) are subject to the provisions of
Section 2.11(d).



(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law,
no Borrower shall assert, and hereby waives, and acknowledges that no other Person shall have, any
claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of
the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable
for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined
by a final and nonappealable judgment of a court of competent jurisdiction. The Borrowers shall
not have any liability (whether direct or indirect, in contract or tort or otherwise) arising out
of, related to or in connection with any aspect of the transactions contemplated hereby or by any
other Loan Document for special, indirect, consequential or punitive damages, other than such
damages which are awarded to third parties in a manner for which the Indemnitees are indemnified



(e) Payments. All amounts due under this Section shall be payable not later than fifteen
Business Days after demand therefor.



(f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent, the Fronting Bank and the L/C Administrator, the replacement of any Lender,
the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all
the other Obligations.



11.05 Payments Set Aside. To the extent that any payment by or on behalf of a Borrower is
made to the Administrative Agent, the Fronting Bank, the L/C Administrator or any Lender, or the
Administrative Agent, the Fronting Bank, the L/C Administrator or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant
to any settlement entered into by the Administrative Agent, the Fronting Bank, the L/C
Administrator or such Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the
extent of such recovery, the obligation or part thereof originally intended to be satisfied shall
be revived and continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender, the Fronting Bank and the L/C Administrator severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of
any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the
date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect. The obligations of the Lenders, the Fronting Bank and the L/C
Administrator under clause (b) of the preceding sentence shall survive the payment in full
of the Obligations and the termination of this Agreement.



11.06 Successors and Assigns.



(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative Agent, the Fronting
Bank and each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of subsection (f) of this Section (and any
other attempted assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the L/C Administrator, the
Fronting Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.



(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this subsection (b),
direct obligations under and L/C Advances or participations in L/C Obligations) at the time owing
to it); provided that any such assignment shall be subject to the following conditions:




(i) Minimum Amounts.




(A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and/or the Loans at the time owing to it or in the
case of an assignment to a Lender, an Affiliate of a Lender, no minimum amount need
be assigned; and




(B) in any case not described in subsection (b)(i)(A) of this Section,
the aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall not be less
than $5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, Alterra Capital otherwise consents (each
such consent not to be unreasonably withheld or delayed).



(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of
a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned;



(iii) Required Consents. No consent shall be required for any assignment except to
the extent required by subsection (b)(i)(B) of this Section and, in addition:




(A) the consent of Alterra Capital (such consent not to be unreasonably
withheld or delayed) shall be required unless (1) an Event of Default has occurred
and is continuing at the time of such assignment or (2) such assignment is to a
Lender or an Affiliate of a Lender;




(B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to a
Person that is not a Lender or an Affiliate of such Lender; and




(C) the consent of the Fronting Bank shall be required for any assignment and,
if such Assignee could not be an L/C Issuer of a Several Letter of Credit under
applicable regulatory requirements, the Fronting Bank must have agreed (in its sole
discretion) to front for such Assignee under Several Letters of Credit.



(iv) Assignment and Assumption. The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee in the amount of $3,500; provided, that the Administrative Agent may, in
its sole discretion, elect to waive such processing and recordation fee in the case of any
assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire, and unless otherwise agreed between the assigning Lender and such
Assignee, if any Several Letters of Credit are outstanding, all such outstanding Letters of Credit
are either amended or replaced to give effect to such assignment on the Trade Date.



(v) No Assignment to Certain Persons. No such assignment shall be made (A) to Alterra
Capital or any of Alterra Capital’s Subsidiaries or Affiliates, (B) to any Defaulting Lender or any
of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of
the foregoing Persons described in this clause (B), or (C) to a natural Person.



(vi) Certain Additional Payments. In connection with any assignment of rights and
obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and
until, in addition to the other conditions thereto set forth herein, the parties to the assignment
shall make such additional payments to the Administrative Agent in an aggregate amount sufficient,
upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee
of participations or subparticipations, or other compensating actions, including funding, with the
consent of Alterra Capital and the Administrative Agent, the applicable pro rata share of Loans
previously requested but not funded by the Defaulting Lender, to each of which the applicable
assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment
liabilities then owed by such Defaulting Lender to the Administrative Agent, the Fronting Bank or
any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its
full pro rata share of all Loans, obligations under Several Letters of Credit and participations in
Fronted Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the
foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable Law without compliance with the provisions of
this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for
all purposes of this Agreement until such compliance occurs.



Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in each Assignment and
Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and
11.04 with respect to facts and circumstances occurring prior to the effective date of such
assignment; provided, that except to the extent otherwise expressly agreed by Alterra Capitals, no
assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party
hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, each Borrower
(at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d) of this
Section.



(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the
Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption and participation delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of
the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall be conclusive absent manifest error,
and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement. The Register shall be available for inspection by each of the Borrowers, the
Lenders, the L/C Administrator and the Fronting Bank at any reasonable time and from time to time
upon reasonable prior notice.



(d) Participations. Any Lender may at any time, without the consent of, or notice to, the
Borrowers or the Administrative Agent, sell participations to any Person (other than a natural
person or Alterra Capital or any of Alterra Capital’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations and/or L/C Advances) owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and
(iii) the Borrowers, the Administrative Agent, the Lenders and the Fronting Bank shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the
indemnity under Section 11.04(d) with respect to any payments made by such Lender to its
Participant(s).



Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in Sections
11.01(b), (d), (e) and (h) that directly affects such Participant.
Each Borrower agrees that each Participant shall be entitled to the benefits of Sections
3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b) of this Section, (it being understood
that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells
the participation) to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section; provided, that such Participant (A)
agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an
assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater
payment under Sections 3.01 or 3.04, with respect to any participation, than the
Lender from whom it acquired the applicable participation would have been entitled to receive,
except to the extent such entitlement to receive a greater payment results from a Change in Law
that occurs after the Participant acquired the applicable participation. Each Lender that sells a
participation agrees, at Alterra Capital’s request and expense, to use reasonable efforts to
cooperate with Alterra Capital to effectuate the provisions of Section 3.06 with respect to
any Participant. To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 11.08 as though it were a Lender; provided that such
Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender
that sells a participation shall, acting solely for this purpose as an agent of Alterra Capital,
maintain a register on which it enters the name and address of each Participant and the principal
amounts (and stated interest) of each Participant’s interest in the Loans or other obligations
under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of
any Participant or any information relating to a Participant’s interest in any commitments, loans,
letters of credit or its other obligations under any Loan Document) to any Person except to the
extent that such disclosure is necessary to establish that such commitment, loan, letter of credit
or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the
owner of such participation for all purposes of this Agreement notwithstanding any notice to the
contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register.



(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any
greater payment under Section 3.01 or 3.04 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with Alterra Capital’s prior written consent.
A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 3.01 unless Alterra Capital is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with
Sections 3.01(e) and Section 3.06 as though it were a Lender.



(f) Certain Pledges. Any Lender may at any time pledge, assign or grant a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to
secure obligations of such Lender, including any pledge, assignment or grant of a security interest
to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such
Lender; provided that no such pledge, assignment or grant of a security interest shall
release such Lender from any of its obligations hereunder or substitute any such pledgee or
assignee or grantee for such Lender as a party hereto.



(g) Resignation as L/C Administrator or Fronting Bank After Assignment or Request.
Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns
all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon
30 days’ notice to Alterra Capital and the Lenders, resign as L/C Administrator and/or Fronting
Bank. In the event of any such resignation as L/C Administrator and/or Fronting Bank, Alterra
Capital shall be entitled to appoint from among the Lenders a successor L/C Administrator and/or
Fronting Bank hereunder; provided, that prior to a termination of the Commitments that Bank
of America may not resign as L/C Administrator and Fronting Bank unless either (x) there is another
Fronting Bank under this Agreement and the Fronting Bank agrees to act as L/C Administrator
hereunder or (y) the successor Administrative Agent or another Person who is an NAIC Approved Bank
has agreed to assume the obligations of Bank of America as Fronting Bank and L/C Administrator
hereunder. If Bank of America resigns as Fronting Bank and L/C Administrator, it shall retain all
the rights, powers, privileges and duties of the Fronting Bank and L/C Administrator hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as
Fronting Bank and L/C Administrator and all L/C Obligations with respect thereto (including the
right to require the Lenders to make L/C Advances pursuant to Section 2.03(c)). Upon the
appointment of a successor Fronting Bank and L/C Administrator, (a) such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the retiring Fronting
Bank and L/C Administrator, and (b) the successor Fronting Bank and L/C Administrator shall issue
letters of credit in substitution for (or amendments of) the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to Bank of America to
effectively assume the obligations of Bank of America with respect to such Letters of Credit.



11.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent,
the Lenders, the Fronting Bank and the L/C Administrator agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to its Affiliates
and to its Related Parties (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent required or requested by any regulatory authority
purporting to have jurisdiction over such Person or its Related Parties (including any
self-regulatory authority, such as the NAIC), (c) to the extent required by applicable Laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights and obligations under this Agreement or any
Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or (ii) any actual or
prospective party (or its Related Parties) to any swap, derivative or other transaction under which
payments are to be made by reference to a Borrower and its obligations, this Agreement or payments
hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating Alterra
Capital or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service
Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with
respect to the credit facilities provided hereunder, (h) with the consent of Alterra Capital or (i)
to the extent such Information (x) becomes publicly available other than as a result of a breach of
this Section or (y) becomes available to the Administrative Agent, any Lender, the Fronting Bank or
any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower
(unless the receiving Person knows that such source is breaching a confidentiality agreement or any
confidentiality obligation with any Borrower).



For purposes of this Section, “Information” means all information received from Alterra
Capital or any Subsidiary relating to Alterra Capital or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any
Lender or the Fronting Bank on a nonconfidential basis prior to disclosure by Alterra Capital or
any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Each Lender shall be responsible for a
any breach of this confidentiality undertaking by any of its Related Parties.



Each of the Administrative Agent, the Lenders, the L/C Administrator and the Fronting Bank
acknowledges that (a) the Information may include material non-public information concerning
Alterra Capital or a Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle such material
non-public information in accordance with applicable Law, including United States Federal and state
securities Laws.



11.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender, the Fronting Bank, the L/C Administrator and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever currency) at any time
owing by such Lender, the Fronting Bank, the L/C Administrator or any such Affiliate to or for the
credit or the account of any Borrower against any and all of the Obligations of such Borrower now
or hereafter existing under this Agreement or any other Loan Document to such Lender, the Fronting
Bank or the L/C Administrator, irrespective of whether or not such Lender, the Fronting Bank or the
L/C Administrator shall have made any demand under this Agreement or any other Loan Document and
although such obligations of such Borrower may be contingent or unmatured or are owed to a branch
or office of such Lender, the Fronting Bank or the L/C Administrator different from the branch or
office holding such deposit or obligated on such indebtedness; provided, that in the event that any
Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid
over immediately to the Administrative Agent for further application in accordance with the
provisions of Section 2.17 and, pending such payment, shall be segregated by such
Defaulting Lender from its other funds and deemed held in trust for the benefit of the
Administrative Agent, the Fronting Bank and the Lenders, and (y) the Defaulting Lender shall
provide promptly to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The
rights of each Lender, the L/C Administrator, the Fronting Bank and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the L/C Administrator, the Fronting Bank or their respective Affiliates may have.
Each Lender, the L/C Administrator and the Fronting Bank agrees to notify the applicable Borrower
and the Administrative Agent promptly after any such setoff and application, provided that
the failure to give such notice shall not affect the validity of such setoff and application.



11.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the applicable Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that
is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest throughout the contemplated term of the Obligations
hereunder.



11.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging
means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of
this Agreement.



11.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof it
being understood that such representation and warranties shall only be made when made or deemed
made hereunder. Such representations and warranties have been or will be relied upon by the
Administrative Agent, the Fronting Bank and each Lender, regardless of any investigation made by
the Administrative Agent, the Fronting Bank or any Lender or on their behalf and notwithstanding
that the Administrative Agent, the Fronting Bank or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full force and effect as
long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter
of Credit shall remain outstanding.



11.12 Severability. If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. Without limiting the foregoing provisions of this
Section 11.12, if and to the extent that the enforceability of any provisions in this
Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in
good faith by the Administrative Agent or the Fronting Bank, as applicable, then such provisions
shall be deemed to be in effect only to the extent not so limited.



11.13 Replacement of Lenders. If Alterra Capital is entitled to replace a Lender pursuant to
the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting
Lender or if any Lender ceases to be a NAIC Approved Bank and does not have a Participating Bank
Issuer, then Alterra Capital may, at its sole expense and effort (but subject to all rights that
Alterra Capital may have against a Defaulting Lender), upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section
11.06), all of its interests, rights and obligations under this Agreement and the related Loan
Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that:



(a) Alterra Capital shall have paid to the Administrative Agent the assignment fee specified
in Section 11.06(b);



(b) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder and under the other Loan Documents (including any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or
Alterra Capital (in the case of all other amounts) and any outstanding Several Letters of Credit
have been amended or returned and reissued to reflect such assignment;



(c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments thereafter;



(d) such assignment does not conflict with applicable Laws; and



(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the
applicable assignee shall have consented to the applicable amendment, waiver or consent.



A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling Alterra Capital to
require such assignment and delegation cease to apply.



11.14 Governing Law; Jurisdiction; Etc.



(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY,
DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS
EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.



(b) SUBMISSION TO JURISDICTION. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT
WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW
OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY
LENDER, THE FRONTING BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM
OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF AND
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH
COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY
OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE
FRONTING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.



(c) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



(d) SERVICE OF PROCESS. ON OR PRIOR TO THE EFFECTIVE DATE, EACH BORROWER SHALL APPOINT CT
CORPORATION SYSTEM (THE “PROCESS AGENT”), WITH AN OFFICE ON THE DATE HEREOF AT 111
8TH AVENUE, NEW YORK, NEW YORK 10011, UNITED STATES, AS ITS AGENT TO RECEIVE ON ITS
BEHALF AND ITS PROPERTY SERVICE OF THE SUMMONS AND COMPLAINTS AND ANY OTHER PROCESS WHICH MAY BE
SERVED IN ANY SUCH ACTION OR PROCEEDING, PROVIDED, THAT A COPY OF SUCH PROCESS IS ALSO
MAILED IN THE MANNER PROVIDED IN SECTION 11.02. SUCH SERVICE MAY BE MADE BY MAILING OR
DELIVERING A COPY OF SUCH PROCESS TO THE BORROWERS IN CARE OF THE PROCESS AGENT AT THE PROCESS
AGENT’S ABOVE ADDRESS, AND EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS
AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. EACH PARTY HERETO ALSO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT
WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.



11.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



11.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby, each Borrower acknowledges and agrees that: (a)(k) the arranging
and other services regarding this Agreement provided by the Administrative Agent and each Arranger
are arm’s-length commercial transactions between the Borrowers and their respective Affiliates, on
the one hand, and the Administrative Agent and the Arrangers, on the other hand, (ii) each Borrower
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (iii) each Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan
Documents; (b)(i) the Administrative Agent and each Arranger each is and has been acting solely as
a principal and, except as expressly agreed in writing by the relevant parties, has not been, is
not, and will not be acting as an advisor, agent or fiduciary for the Borrowers or any of their
respective Affiliates, or any other Person and (ii) neither the Administrative Agent nor any of the
Arrangers has any obligation to any Borrower or any of their respective Affiliates with respect to
the transactions contemplated hereby except those obligations expressly set forth herein and in the
other Loan Documents; and (c) the Administrative Agent and the Arrangers and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Borrowers and their respective Affiliates, and neither the Administrative Agent nor
any of the Arrangers has any obligation to disclose any of such interests to the Borrowers or any
of their respective Affiliates. To the fullest extent permitted by law, each Borrower hereby
waives and releases any claims that it may have against the Administrative Agent or any of the
Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection
with any aspect of any transaction contemplated hereby.



11.17 Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption or in any amendment or other modification
hereof (including waivers and consents) shall be deemed to include electronic signatures or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable Law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.



11.18 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined)
and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each
Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record
information that identifies such Borrower, which information includes the name and address of such
Borrower and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Borrower in accordance with the Act. Each Borrower shall, promptly
following a request by the Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to comply with its
ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, including the Act.



11.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or any other Loan Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such other currency on
the Business Day preceding that on which final judgment is given. The obligation of each Borrower
in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or
under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent
that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so
due in the Judgment Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the
Agreement Currency so purchased is less than the sum originally due to the Administrative Agent
from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such
obligation was owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent in such currency, the
Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other
Person who may be entitled thereto under applicable Law).IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.




ALTERRA CAPITAL HOLDINGS LIMITED




By:

Name:

Title:





ALTERRA BERMUDA LIMITED




By:

Name:

Title:




1




BANK OF AMERICA, N.A., as






Administrative Agent, Fronting Bank, L/C
Administrator and Lender




By:

Name: Tiffany Burgess

Title: Vice President




2




WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender and




Co-Syndication Agent




By:

Name: Grainne M. Pergolini

Title: Director




3




CITIBANK, N.A., as Lender and Co-Syndication Agent




By:

Name:

Title:




4




ING BANK N.V., LONDON BRANCH




By:

Name:

Title:





By:

Name:

Title:




5




THE BANK OF NEW YORK MELLON




By:

Name:

Title:




6




LLOYDS TSB BANK PLC




By:

Name:

Title:





By:

Name:

Title:




7




COMMERZBANK AKTIENGESELLSCHAFT, FILIALE LUXEMBURG




By:

Name:

Title:




8




U.S. BANK NATIONAL ASSOCIATION




By:

Name:

Title:




9




BARCLAYS BANK PLC




By:

Name:

Title:




10




DEUTSCHE BANK AG NEW YORK BRANCH




By:

Name:

Title:





By:

Name:

Title:




11




NORDEA BANK FINLAND PLC, NEW YORK BRANCH




By:

Name:

Title:




12




COMERICA BANK




By:

Name:

Title:





13