ALTERRA CAPITAL HOLDINGS LIMITED AND THE BANK OF NEW YORK MELLON, TRUSTEE SUBORDINATED INDENTURE Dated as of [ ]Indenture • May 24th, 2010 • Alterra Finance LLC • Fire, marine & casualty insurance • New York
INDENTURE, dated as of [ ], by and between ALTERRA CAPITAL HOLDINGS LIMITED, a Bermuda exempt company (the “Issuer”), and THE BANK OF NEW YORK MELLON, a corporation organized under the laws of the state of New York, authorized to conduct a banking business, as trustee (the “Trustee”).
ALTERRA FINANCE LLC, as Issuer, ALTERRA CAPITAL HOLDINGS LIMITED, as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee SENIOR INDENTURE Dated as ofSenior Indenture • May 24th, 2010 • Alterra Finance LLC • Fire, marine & casualty insurance • New York
THIS INDENTURE, dated as of , among ALTERRA FINANCE LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”), ALTERRA CAPITAL HOLDINGS LIMITED, a company duly organized and existing under the laws of Bermuda (the “Guarantor”), and THE BANK OF NEW YORK MELLON, a corporation organized under the laws of the State of New York authorized to conduct a banking business, as Trustee (the “Trustee”).
ALTERRA FINANCE LLC, as Issuer, ALTERRA CAPITAL HOLDINGS LIMITED, as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee SUBORDINATED INDENTURE Dated as of [ ]Alterra Finance LLC • May 24th, 2010 • Fire, marine & casualty insurance • New York
THIS INDENTURE, dated as of [ ], among ALTERRA FINANCE LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”), ALTERRA CAPITAL HOLDINGS LIMITED, a company duly organized and existing under the laws of Bermuda (the “Guarantor”) and The Bank of New York Mellon, a corporation organized under the laws of the State of New York, authorized to conduct a banking business, as Trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF ALTERRA FINANCE LLCLimited Liability Company Agreement • May 24th, 2010 • Alterra Finance LLC • Fire, marine & casualty insurance • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Alterra Finance LLC (the “Company”), is entered into by Harbor Point U.S. Holdings, Inc., a Delaware corporation, as the sole member of the Company (the “Member”), this 19th day of May, 2010.
AMENDED AND RESTATED DECLARATION OF TRUSTDeclaration of Trust • May 24th, 2010 • Alterra Finance LLC • Fire, marine & casualty insurance
This AMENDED AND RESTATED DECLARATION OF TRUST, dated as of May 19, 2010 (this “Declaration”), among Alterra Capital Holding Limited, a Bermuda Holding company (formerly known as Max Capital Group Ltd.), as depositor (the “Depositor”), The Corporation Trust Company, a Delaware corporation, as trustee (the “Delaware Trustee”), and Peter A. Minton and Joseph W. Roberts, as trustees (the “Regular Trustees” and together with the Delaware Trustee, the “Trustees”), amends and restates any and all agreements constituting the governing instrument of Max Capital Trust I (the “Initial Governing Instrument”).
FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT ALTERRA CAPITAL GROUP LTD. Dated as of [ ]Preferred Securities Guarantee Agreement • May 24th, 2010 • Alterra Finance LLC • Fire, marine & casualty insurance • New York
This PREFERRED SECURITIES GUARANTEE AGREEMENT (the “Preferred Securities Guarantee”), dated as of [ ], is executed and delivered by Alterra Capital Holdings Limited, 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 Alterra Capital Trust I, a Delaware statutory trust (the “Issuer”).
