EX-10.1






Exhibit 10.1




SUPPLEMENTAL LETTER




	 	 	 
	To:
	 	Alterra Capital UK Limited

(formerly named Max UK Holdings Ltd.)

70 Gracechurch Street

London EC3V 0XL

(the “Account Party” and the “Applicant”)

	 	 	Alterra Capital Holdings Limited

(formerly named Max Capital Group Ltd.)

Alterra House, 2 Front Street

Hamilton, Bermuda

(the “Guarantor”)







Alterra Corporate Capital 2 Limited




(formerly named Max Corporate Capital 2 Limited., Danish Re Capital Limited and Imagine
Corporate Capital 2 Limited)



70 Gracechurch Street



London EC3V 0XL



(“Alterra Corporate 2”)



Alterra Corporate Capital 3 Limited



(formerly named Max Corporate Capital 3 Limited)



70 Gracechurch Street



London EC3V 0XL



(together with Alterra Corporate 2, the “Corporate Members”)



19 December 2011




Dear Sirs



£60,000,000 Letter of Credit Facility Agreement dated 13 October 2008 (as amended and restated on
30 March 2010, as amended by a supplemental letter dated 26 November 2010 and as further amended
and restated on 16 December 2010)



This letter is addressed to you in connection with the £60,000,000 credit facility agreement (the
"Credit Facility Agreement”) dated 13 October 2008 (as amended and restated on 30 March 2010, as
amended by a supplemental letter dated 26 November 2010 and as further amended and restated on 16
December 2010) entered into between (1) the Guarantor, (2) the Account Party and the Applicant and
(3) ourselves in our separate capacities as Bank, Agent, Issuing Bank and Security Trustee.




	 	 	Terms defined in the Credit Facility Agreement shall have the same meanings in this letter.





WHEREAS:




	(A)	 	The Account Party has requested that (i) the expiry date of the Commitment Period and (ii)
the date by which the Issuing Bank may give notice of termination of a Letter of Credit in
accordance with the terms of the Letter of Credit both be extended.






	(B)	 	The parties wish to amend the Credit Facility Agreement on the terms set out in this letter.






	 	 	NOW IT IS AGREED:






	1.	 	In consideration of the Account Party and the Applicant, the Guarantor and each Corporate
Member continuing to perform their obligations under the Credit Facility Agreement and the
other Finance Documents and subject to receiving (i) an original of this letter signed by
each of the Account Party, the Applicant, the Guarantor and each Corporate Member
acknowledging and consenting to its terms and (ii) such documents or evidence as the Agent may
require evidencing approval and authorising the execution of this letter, we consent to the
extension of (i) the expiry date of the Commitment Period and (ii) the date by which the
Issuing Bank may give notice of termination of a Letter of Credit in accordance with the terms
of the Letter of Credit. .






	2.	 	Subject to Clause 1, the Credit Facility Agreement shall, with effect on and from the date of
this letter, be (and it is hereby) amended and varied as follows:






	 	(a)	 	The definition of “Commitment Period” shall be deleted in its entirety and
replaced with the following:






"Commitment Period” means the period commencing on the date of this Agreement and
ending on the earlier of (a) 30 June 2012 and (b) the date on which the Commitments
of the Banks are cancelled in accordance with any applicable provision of this
Agreement;”; and




	 	(b)	 	Clause 3.11 shall be deleted in its entirety and replaced with the following:






“The Issuing Bank may, in its absolute discretion, at any time up to and including 30
June 2012, serve notice on Lloyd’s giving 4 years notice of termination of a Letter
of Credit, in accordance with the terms of the Letter of Credit.”




	3.	 	The rights and obligations of the parties under the Credit Facility Agreement and the other
Finance Documents shall continue in full force and effect, uninterrupted by the amendments
under this letter save insofar as they are amended hereby and the Security Interests created
by the relevant Finance Documents shall continue fully to secure the obligations of the
Account Party under the Credit Facility Agreement as so amended.






	4.	 	Any transfer or assignment made in accordance with the terms of the Credit Facility Agreement
shall have the same effect in relation to the rights and obligations of the parties under this
letter as it has in relation to their rights and obligations under the Credit Facility
Agreement.






	5.	 	The provisions of clauses 1.4 (Rights of third parties), 16.3 (Indemnity against costs), 26
(Assignments and Transfers), 28 (Miscellaneous), 30 (Notices) and 31 (Applicable Law and
Jurisdiction) of the Credit Facility Agreement shall be incorporated into this letter as if
set out herein and as if references therein to “this Agreement” were references to this letter
and as though this letter were included in the definition of “Finance Documents”.





Please acknowledge your consent to and agreement of the foregoing by signing and returning to us a
copy of this letter.



Yours faithfully



...................................................


ING BANK N.V., LONDON BRANCH



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Agreed and accepted this 19th day of December 2011



...................................................


For and on behalf of


ALTERRA CAPITAL UK LIMITED



...................................................


For and on behalf of


ALTERRA CAPITAL HOLDINGS LIMITED



...................................................


For and on behalf of


ALTERRA CORPORATE CAPITAL 2 LIMITED



...................................................


For and on behalf of


ALTERRA CORPORATE CAPITAL 3 LIMITED




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