MAX CAPITAL GROUP LTD. AND TRUSTEE SUBORDINATED INDENTURE Dated as of [ ]Indenture • August 20th, 2007 • Max USA Holdings Ltd. • Fire, marine & casualty insurance
WHEREAS, the Issuer has duly authorized the issue from time to time of its notes, debentures or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;
MAX USA HOLDINGS LTD., as Issuer, MAX CAPITAL GROUP LTD., as Guarantor AND [ ], as Trustee SUBORDINATED INDENTURE Dated as of [ ]Max USA Holdings Ltd. • August 20th, 2007 • Fire, marine & casualty insurance • New York
THIS INDENTURE, dated as of [___], among MAX USA HOLDINGS LTD., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), MAX CAPITAL GROUP LTD., a company duly organized and existing under the laws of Bermuda (the “Guarantor”) and [___], a [___], as Trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 20th, 2007 • Max USA Holdings Ltd. • Fire, marine & casualty insurance • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of the 10th day of August, 2007 among Max Capital Group Ltd., a Bermuda holding company located at Max House, 2 Front Street, Hamilton HM 11, Bermuda (the “Max Parent”), Max Capital Trust I, a Delaware trust located at 9020 Stony Point Parkway, Suite 325, Richmond, Virginia 23235 (the “Max Trust” and, together with the Parent, the “Max Parties”), and Peter A. Minton and Joseph W. Roberts (each a “Trustee” and, together, the “Trustees”).
DECLARATION OF TRUST OF MAX CAPITAL TRUST IMax USA Holdings Ltd. • August 20th, 2007 • Fire, marine & casualty insurance
THIS DECLARATION OF TRUST, dated as of August 10, 2007, among Max Capital Group Ltd., a Bermuda holding company, as Depositor (the “Depositor”), C T Corporation Staffing, Inc., a Delaware corporation, not in its individual capacity but solely as trustee (the “Delaware Trustee”,) and Peter A. Minton and Joseph W. Roberts, as trustees (the “Regular Trustees” and collectively with the Delaware Trustee, the “Trustees”). The Depositor and the Trustees hereby agree as follows:
FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT MAX CAPITAL GROUP LTD. Dated as of [ ]Preferred Securities Guarantee Agreement • August 20th, 2007 • Max USA Holdings Ltd. • Fire, marine & casualty insurance • New York
This PREFERRED SECURITIES GUARANTEE AGREEMENT (the “Preferred Securities Guarantee”), dated as of [ ], is executed and delivered by Max Capital Group Ltd., a company incorporated in Bermuda as a holding company (the “Guarantor”), and [ ], as trustee (the “Preferred Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Max Capital Trust I, a Delaware statutory trust (the “Issuer”).
AGREEMENTAgreement • August 20th, 2007 • Max USA Holdings Ltd. • Fire, marine & casualty insurance • Delaware
This Agreement (“Agreement”) is effective as of August 10, 2007 (the “Effective Date”), by and among Max Capital Group Ltd., a Bermuda holding company (the “Requesting Party”), located at Max House, 2 Front Street, Hamilton HM 11, Bermuda, Max Capital Trust I, a Delaware Trust (“Trust”), located at 9020 Stony Point Parkway, Suite 325, Richmond, Virginia 23235, and C T Corporation Staffing, Inc., a Delaware corporation (“CT”), located at 1209 Orange Street, Wilmington, Delaware 19801.
