AMENDED AND RESTATED TRUST AGREEMENT among AMERICAN SAFETY HOLDINGS CORP., as Depositor JPMORGAN CHASE BANK, as Property Trustee CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as...Trust Agreement • October 15th, 2003 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 30, 2003, among (i) American Safety Holdings Corp., a Georgia corporation (including any successors or permitted assigns, the “Depositor”), (ii) JPMorgan Chase Bank, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Chase Manhattan Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Steven B. Mathis, an individual, Stephen R. Crim, an individual and Fred J. Pinckney, an individual, each of whose address is c/o American Safety Holdings Corp., 1845 The Exchange, Atlanta, GA, 30339, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
JUNIOR SUBORDINATED INDENTURE between AMERICAN SAFETY HOLDINGS CORP. and JPMORGAN CHASE BANK, as TrusteeJunior Subordinated Indenture • October 15th, 2003 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
JUNIOR SUBORDINATED INDENTURE, dated as of September 30, 2003, between American Safety Holdings Corp., a Georgia corporation (the “Company”), and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).
PURCHASE AGREEMENT among AMERICAN SAFETY HOLDINGS CORP., AMERICAN SAFETY INSURANCE HOLDINGS, LTD., AMERICAN SAFETY CAPITAL TRUST II and DEKANIA CDO I, LTD.Purchase Agreement • October 15th, 2003 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
COMMON SECURITIES SUBSCRIPTION AGREEMENTCommon Securities Subscription Agreement • October 15th, 2003 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of September 30, 2003 (this “Agreement”), between American Safety Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Trust”), and American Safety Holdings Corp., a Georgia corporation (the “Buyer”), relating to the Trust’s common securities (liquidation amount of $1,000 per security) representing undivided beneficial interests in the assets of the Trust (the “Common Securities”). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below).
GUARANTEE AGREEMENT among AMERICAN SAFETY HOLDINGS CORP., as Guarantor, AMERICAN SAFETY INSURANCE HOLDINGS, LTD., as Parent Guarantor and JPMORGAN CHASE BANK, as Guarantee Trustee Dated as of September 30, 2003 AMERICAN SAFETY CAPITAL TRUST IIGuarantee Agreement • October 15th, 2003 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
GUARANTEE AGREEMENT, dated as of September 30, 2003, executed and delivered by AMERICAN SAFETY HOLDINGS CORP., a Georgia corporation (the “Company Guarantor”), having its principal office at 1845 The Exchange, Suite 200, Atlanta, Georgia, 30339, AMERICAN SAFETY INSURANCE HOLDINGS, LTD., a Bermuda corporation and the ultimate parent of the Company Guarantor (the “Parent Guarantor” and together with the Company Guarantor, the “Guarantors”), having its principal office at 44 Church Street, P.O. Box HM2064, Hamilton HM HX, Bermuda, and JPMORGAN CHASE BANK, a New York banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of AMERICAN SAFETY CAPITAL TRUST II, a Delaware statutory trust (the “Issuer”).
