Exhibit 10.1
TERMINATION AGREEMENT
WHEREAS, Canadian Imperial Bank of Commerce
(“CIBC”) and Max Bermuda Ltd. (“Max
Bermuda”) are parties to an ISDA Master Agreement, including
the Schedule thereto, dated as of February 18, 2003 (as
amended on March 31, 2004, November 9, 2004,
February 28, 2007 and March 16, 2009) and a Credit
Support Annex dated as of February 18, 2003 (as amended on
February 28, 2007 and March 16, 2009) (collectively, the
“ Agreement ”);
WHEREAS, CIBC and Max Bermuda are
parties to the Confirmation dated November 9, 2004, Reference
# NY OT00146 (as amended by that certain Amendment to Confirmation
dated February 28, 2005, that certain Amendment to
Confirmation dated February 28, 2007 and that certain
Amendment Agreement dated March 16, 2009, the “
Confirmation ”);
WHEREAS, CIBC, Max Bermuda and
Max Diversified Strategies Ltd. (“MDS”) are parties to
the Liquidity Agreement, dated as of February 18, 2003 (as
amended by Amendment No. 1 to Liquidity Agreement dated as of
February 28, 2005, Amendment No. 2 to Liquidity Agreement
dated as of February 28, 2007, and the Amendment Agreement
dated as of March 16, 2009, the “ Liquidity
Agreement ”);
WHEREAS, CIBC, Max Bermuda and
MDS are parties to the Stock Purchase Agreement, dated as of
February 18, 2003 (as amended by Amendment No. 1 to Stock
Purchase Agreement dated as of February 28, 2005, Amendment
No. 2 to Stock Purchase Agreement dated as of
February 28, 2007 and the Amendment Agreement dated as of
March 16, 2009, the “ Stock Purchase
Agreement ”);
WHEREAS, Max Bermuda wishes to
purchase from CIBC all of the Shares (as defined in the
Confirmation) in the aggregate acquired by CIBC from Max Bermuda
(other than any Shares that have been purchased by Max Bermuda from
CIBC prior to the date hereof) in connection with the transactions
contemplated under the Stock Purchase Agreement, the Agreement and
the Confirmation (such Shares, the “Repurchased
Shares” );
WHEREAS CIBC wishes to sell to
Max Bermuda the Repurchased Shares;
WHEREAS, CIB
