EXHIBIT 4.5
THIRD AMENDMENT TO THE
SHARE PURCHASE WARRANT
WHEREAS, Montpelier Re Holdings Ltd., a company organized under the laws of
Bermuda (the "Company") and White Mountains Insurance Group, Ltd. ("White
Mountains") are parties to that Warrant Issuance Agreement dated as of December
6, 2001, pursuant to which the Company issued to White Mountains a warrant dated
as of January 3, 2002, as amended by Amendment, dated as of February 11, 2002,
and Amendment to the Share Purchase Warrant, dated as of July 1, 2002 (the
"White Mountains Warrant"), attached hereto as Exhibit A;
WHEREAS, the Company and ▇▇▇▇▇▇▇▇ Group plc, which has subsequently changes
its name to ▇▇▇▇▇▇▇▇ Holdings Limited ("▇▇▇▇▇▇▇▇") are parties to that Warrant
Issuance Agreement dated as of December 6, 2001, pursuant to which the Company
issued to ▇▇▇▇▇▇▇▇ a warrant dated as of January 3, 2002, as amended by
Amendment, dated as of February 11, 2002, and Amendment to the Share Purchase
Warrant, dated as of July 1, 2002 (the "▇▇▇▇▇▇▇▇ Warrant"), attached hereto as
Exhibit B;
WHEREAS, the Company and Banc of America Securities LLC ("BAS") are parties
to that Warrant Issuance Agreement dated as of December 6, 2001, pursuant to
which the Company issued to BAS a warrant dated as of January 3, 2002, as
amended by Amendment, dated as of February 11, 2002, and Amendment to the Share
Purchase Warrant, dated as of July 1, 2002 (the "BAS Warrant"), attached hereto
as Exhibit C;
WHEREAS, each of White Mountains, ▇▇▇▇▇▇▇▇ and BAS (each a "Warrant
Holder"), on the one hand, and the Company, on the other hand, desire to amend
Section 3 of the respective White Mountains Warrant, ▇▇▇▇▇▇▇▇ Warrant and BAS
Warrant (each referred to individually as a "Warrant") to add a provision
requiring a cash payment in lieu of fractional Common Shares upon exercise of
the Warrants;
WHEREAS, pursuant to Section 6 of each Warrant, each Warrant may be amended
if the Company has obtained the written consent of the Warrant Holder;
NOW, THEREFORE, the Company and each Warrant Holder hereby agree as
follows:
1. Definitions. Unless otherwise defined in this Amendment, each
term used herein that is defined in each Warrant shall have the meaning
assigned to it in such Warrant.
2. Section 3(g) Added. Each Warrant is hereby amended, effective
immediately, by inserting the following provision as Section 3(g):
"(g) Notwithstanding any other provision hereof, no fractional
amounts of Common Shares will be issued in connection with any exercise
hereunder, but in lieu of such fractional amounts, the Company shall
make a cash payment therefor equal to the product of the applicable
fraction multiplied by the average of the per share Market Price of the
Common Shares for the five (5) trading days immediately prior to (but
not including) the date of exercise (but not less than the then par
value of the Common Shares)."
3. Governing Law. This Amendment shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York
except to the extent where the laws of any other jurisdiction are referred
to herein. Each party hereby irrevocably submits to the nonexclusive
jurisdiction of the courts of New York for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that (i) it is not
personally subject to the jurisdiction of any such court, and/or (ii) that
such suit, action or proceeding is not brought in the proper forum. Each
party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a
copy thereof to such party at the address for such notices to it under each
Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner
permitted by law.
4. Effect of Agreement. Except as amended and supplemented by this
Amendment, all of the terms, conditions, provisions and covenants of each
Warrant shall remain and continue in full force and effect and are hereby
ratified, repeated and confirmed in all respects.
5. Entire Agreement. Each Warrant, as amended and supplemented by
this Amendment, constitutes the entire agreement and understanding among
the Company, on the one hand, and the respective Warrant Holder, on the
other hand and supersedes any and all prior agreements and understandings
relating to the subject matter hereof.
6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of March 31st 2003.
MONTPELIER RE HOLDINGS LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Chief
Executive Officer
WHITE MOUNTAINS INSURANCE GROUP, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President and Chief
Executive Officer
▇▇▇▇▇▇▇▇ HOLDINGS LIMITED
By: /s/ ▇▇▇▇ WHITER
------------------------------------
Name: ▇▇▇▇ Whiter
Title: Director
BANC OF AMERICA SECURITIES LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
Title: Managing Director
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