GUARANTEE AGREEMENT by and between AMERICAN SAFETY HOLDINGS CORP. and Wilmington Trust Company Dated as of November 17, 2005 GUARANTEE AGREEMENTGuarantee Agreement • November 22nd, 2005 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of November 17, 2005, is executed and delivered by American Safety Holdings Corp., a Georgia corporation (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 III, a Delaware statutory trust (the “Issuer”).
PLACEMENT AGREEMENTSubscription Agreement • November 22nd, 2005 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
American Safety Holdings Corp., incorporated and existing under the laws of Georgia (the “Company”), and its financing subsidiary, American Safety Capital Trust III, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agents (the “Placement Agents”), as follows:
PARENT GUARANTEE AGREEMENTParent Guarantee Agreement • November 22nd, 2005 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
This PARENT GUARANTEE AGREEMENT (this "Guarantee"), dated as of November 17, 2005, is executed and delivered by American Safety Insurance Holdings, Ltd., a Bermuda corporation (the "Guarantor"), and Wilmington Trust Company, a banking corporation, organized under the laws of the State of Delaware, (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Debentures (as defined herein) of American Safety Holdings Corp., a Georgia corporation and a wholly owned subsidiary of the Guarantor (the "Company"), and the Capital Securities (as defined herein) of American Safety Capital Trust III, a Delaware statutory trust (the "Issuer").
SUBSCRIPTION AGREEMENT November 17, 2005Subscription Agreement • November 22nd, 2005 • American Safety Insurance Holdings LTD • Insurance agents, brokers & service • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) made among American Safety Capital Trust III (the “Trust”), a statutory trust created under the Delaware Statutory Trust Act (Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq.), American Safety Holdings Corp., a Georgia corporation, with its principal offices located at 1845 The Exchange, Suite 200, Atlanta, Georgia 30339 (the “Company,” and collectively with the Trust, the “Offerors”), and Keefe, Bruyette & Woods, Inc. (the “Purchaser”).
