Exhibit 10.1
TERMINATION
AGREEMENT
February 27, 2009
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To:
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Montpelier Re Holdings Ltd.
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Montpelier House
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94 Pitts Bay Road
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Pembroke HM 08
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Bermuda
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Attention:
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William Pollett, Treasurer and Senior Vice
President
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From:
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Credit Suisse International
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One Cabot Square
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London E14 4QJ England
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This letter agreement (the “
Termination Agreement ”) relates to the Transactions
(the “ Transactions ”) entered into between
Credit Suisse International (“ CS ”) and
Montpelier Re Holdings Ltd. (“ Counterparty ”),
pursuant to (i) a letter agreement dated May 31, 2006, as
amended on December 6, 2007, between CS and Counterparty (the
“ Confirmation ”), relating to an aggregate
Number of Shares equal to 7,920,000 and (ii) a Share Issuance
Agreement dated May 31, 2006 among CS, Counterparty and Credit
Suisse Securities (USA) LLC, as collateral agent (the “
SIA ”). Capitalized terms used herein without
definition shall have the meanings assigned to them in the
Confirmation or the SIA, as applicable.
1. Termination of Transactions
. The parties agree that:
(a)
upon the effectiveness of this
Termination Agreement, all the Transactions shall be terminated in
their entirety; and
(b)
effective upon payment by CS to
Counterparty of $32,000,000 and delivery by Counterparty to CS of
2,000,000 Shares (the “ Settlement Shares ”),
each on March 4, 2009 (the “ Early Settlement
Date ”), both CS and Counterparty shall have satisfied in
full their obligations under the Confirmation; and
(c)
effective upon delivery by CS to
Counterparty of 7,920,000 Shares on the Early Settlement Date, CS
shall have satisfied in full its obligations under the
SIA.
2. Representations and
Warranties.
(a) Each party represents to
the other party that:
(i)
It is duly organized and validly
existing under the laws of the jurisdiction of its organization or
incorporation and, if relevant under such laws, in good
standing.
(ii)
It has the power to execute and
deliver this Termination Agreement and to perform its obligations
under this Termination Agreement and has taken all necessary action
to authorize such execution, delivery and performance.
(iii)
Such execution, delivery and
performance do
