GUARANTEE AGREEMENT AMERICAN SAFETY INSURANCE GROUP, LTD. Dated as of May 22, 2003Guarantee Agreement • June 5th, 2003 • American Safety Insurance Group LTD • Insurance agents, brokers & service • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 22, 2003, is executed and delivered by American Safety Insurance Group, Ltd., an insurance holding company incorporated under the laws of Bermuda (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of American Safety Capital Trust, a Delaware statutory trust (the “Issuer”).
AMERICAN SAFETY HOLDINGS CORP., as Issuer AMERICAN SAFETY INSURANCE GROUP, LTD., as Guarantor INDENTURE Dated as of May 22, 2003 WILMINGTON TRUST COMPANY, as Trustee FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2033Indenture • June 5th, 2003 • American Safety Insurance Group LTD • Insurance agents, brokers & service
THIS INDENTURE, dated as of May 22, 2003, between American Safety Holdings Corp., an insurance holding company incorporated in the State of Georgia (hereinafter sometimes called the “Company”), American Safety Insurance Group, Ltd., a corporation organized under the laws of Bermuda (hereinafter sometimes called the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the “Trustee”).
CAPITAL SECURITIES SUBSCRIPTION AGREEMENT May 13, 2003Capital Securities Subscription Agreement • June 5th, 2003 • American Safety Insurance Group LTD • Insurance agents, brokers & service • New York
THIS CAPITAL SECURITIES SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is made as of May 13, 2003 among American Safety Capital Trust, a statutory trust created under the laws of the State of Delaware (the “Trust”), American Safety Holdings Corp. (the “Company” and, collectively with the Trust, the “Offerors”) and InCapS Funding I, Ltd., a newly formed exempted company with limited liability established under the laws of the Cayman Islands (the “Purchaser”).
InCapSSM AMERICAN SAFETY CAPITAL TRUST PLACEMENT AGREEMENTPlacement Agreement • June 5th, 2003 • American Safety Insurance Group LTD • Insurance agents, brokers & service • New York
Pursuant to Section 5(d) of the Placement Agreement, special Bermuda tax counsel for the Guarantor shall deliver an opinion in substantially the following form:
