EX-10.1






Exhibit 10.1




AMENDMENT AGREEMENT




Dated as of March 16, 2009




among




Canadian Imperial Bank of Commerce (“Party A”),




Max Bermuda Ltd. (f/k/a Max Re Ltd.) (“Party B”)




and




Max Diversified Strategies Ltd. (f/k/a Max Re Diversified Strategies Ltd.) (“MDS”)




INTRODUCTION



WHEREAS, Party A and Party B are parties to an ISDA Master Agreement, including the Schedule
thereto, dated as of February 18, 2003 (as amended on March 31, 2004, November 9, 2004 and
February 28, 2007) and a Credit Support Annex dated as of February 18, 2003 (as amended on
February 28, 2007) (collectively, the “Agreement”);



WHEREAS, Party A and Party B are parties to the Confirmation dated November 9, 2004, Reference # NY
OT00146 (as amended by that certain Amendment to Confirmation dated February 28, 2005 and that
certain Amendment to Confirmation dated February 28, 2007, the “Confirmation”);



WHEREAS, Party A, Party B and MDS are parties to the Liquidity Agreement, dated as of February 18,
2003 (as amended by Amendment No. 1 to Liquidity Agreement dated as of February 28, 2005 and
Amendment No. 2 to Liquidity Agreement dated as of February 28, 2007, the “Liquidity Agreement”);



WHEREAS, Party A, Party B and MDS are parties to the Stock Purchase Agreement, dated as of February
18, 2003 (as amended by Amendment No. 1 to Stock Purchase Agreement dated as of February 28, 2005
and Amendment No. 2 to Stock Purchase Agreement dated as of February 28, 2007, the “Stock Purchase
Agreement”);



WHEREAS, pursuant to that certain letter dated May 4, 2006 from Party A to Party B, Party A agreed
and acknowledged that the change in ownership of Alstra Capital Management LLC (“Alstra”) did not
constitute an Additional Termination Event (under and as defined in the Agreement);



WHEREAS, Party A and Party B wish to amend the Agreement and the Confirmation; and



WHEREAS, Party A, Party B and MDS wish to amend the Liquidity Agreement and the Stock Purchase
Agreement.



ACCORDINGLY, in consideration of the foregoing and of the mutual agreements herein contained:



IT IS HEREBY AGREED as follows:-



Subject to the satisfaction of the terms and conditions set forth herein, the
amendments to the Agreement, the Confirmation, the Liquidity Agreement and the Stock
Purchase Agreement set forth in this Amendment Agreement shall become effective as of
the date hereof.




	1.	 	Omnibus Amendments.	 






	 	A.	 	Each reference in the Agreement, the Confirmation, the Liquidity
Agreement and the Stock Purchase Agreement to “Max Re Ltd.” and “Max Re” is
hereby deleted and replaced with “Max Bermuda Ltd.” and “Max Bermuda”,
respectively.	 






	 	B.	 	Each reference in the Agreement, the Confirmation, the Liquidity
Agreement and the Stock Purchase Agreement to “Max Re Diversified Strategies
Ltd.” is hereby deleted and replaced with “Max Diversified Strategies Ltd.”	 






	2.	 	Amendments to the Agreement.	 






	 	A.	 	Part 1(h)(ii) of the Agreement shall be deleted in its entirety and
replaced with the following:	 





“The Adjusted Net Asset Value of the Credit Support Provider in respect of any 12
month period or any part thereof declines by more than 30%. For purposes of this
Agreement, “Adjusted Net Asset Value” shall mean, as of any date of determination,
the Net Asset Value as of such date, adjusted to exclude the amount of aggregate
withdrawals, redemptions and distributions made to the stockholders of the Credit
Support Provider in compliance with Section 8.3 of the Stock Purchase Agreement to
the extent such withdrawals, redemptions and distributions are included in the
calculation of “Net Asset Value” as of such date.”




	 	B.	 	Part 1(h)(vi) of the Agreement shall be deleted in its entirety and
replaced with the following:	 





“(vi) The trading manager of the Credit Support Provider shall cease for any
reason to be a Qualified Manager without the prior written consent of Party A,
which consent shall not be unreasonably withheld, conditioned or delayed. For
purposes of this Agreement, “Qualified Manager” means the trading manager of the
Credit Support Provider which is an Affiliate of Party B or the Credit Support
Provider.”




	 	C.	 	Part 1(h)(ix) of the Agreement shall be deleted in its entirety and
replaced with the following:	 





“The trading manager of the Credit Support Provider fails to comply with the
Investment Policy (as such Investment Policy may be amended from time to time with
Party A’s written consent).”




	3.	 	Amendments to the Confirmation.	 






	 	A.	 	Section 2 of the Confirmation is amended by deleting and replacing the
definition of “Number of Shares” under the heading ‘EQUITY AMOUNTS PAYABLE BY
CIBC’ with the following:	 






	 	 	 	“Number of Shares: 143,952 Shares, subject to adjustment as provided under the
headings ‘ADJUSTMENTS’, ‘MANDATORY REDEMPTIONS’ and ‘PARTIALLY REDEEMABLE
SHARES AND PARTIALLY ACCELERATED SHARES’.”	 






	 	B.	 	Section 2 of the Confirmation is amended by deleting and replacing the
definition of “Maximum Notional Amount” under the heading ‘EQUITY AMOUNTS PAYABLE
BY CIBC’ with the following:	 






	 	 	 	“Maximum Notional Amount: (i) On or prior to the “Initial Partial Acceleration
Purchase Date” (as defined in the Liquidity Agreement), USD 300,000,000, and
(ii) at any time after the Initial Partial Acceleration Purchase Date, USD
160,000,000.”	 






	 	C.	 	Section 2 of the Confirmation is amended by deleting and replacing the
definition of “Equity Notional Amount” under the heading ‘EQUITY AMOUNTS PAYABLE
BY CIBC’ with the following:	 






	 	 	 	“Equity Notional Amount: Initially, the product of (a) the Number of Shares and
(b) the Unit NAV as of the last Quarterly Valuation Date prior to the
Amendment Effective Date, subject to adjustment on each Quarterly Valuation
Date, Mandatory Redemption Date, Partial Redemption Purchase Date (as defined
in the Liquidity Agreement) and Partial Acceleration Purchase Date (as
defined in the Liquidity Agreement) so that the Equity Notional Amount equals
the Capped Equity Value on such Quarterly Valuation Date, Mandatory
Redemption Date, Partial Redemption Purchase Date and Partial Acceleration
Purchase Date, subject to adjustments as provided below under the
heading ‘ADJUSTMENTS’.”	 






	 	D.	 	Section 2 of the Confirmation is amended by adding the following under
the heading ‘ADJUSTMENTS’:	 





	 	 	 
	“PARTIALLY REDEEMABLE

SHARES AND PARTIALLY

	 	In the event of (A) a purchase by

Counterparty of any Partially Redeemable







	 	 	 	ACCELERATED SHARES: Shares (as defined in the Liquidity Agreement) pursuant to
Sections 2.2(a), 2.2(b) and 2.3(b) of the Liquidity Agreement, (B) a purchase
by Counterparty of any Partially Accelerated Shares (as defined in the
Liquidity Agreement) pursuant to Sections 2.2(c), 2.2(d) and 2.3(c) of the
Liquidity Agreement, or (C) the redemption of any Partially Redeemable Shares
by the Fund pursuant to Section 8.1 of the Liquidity Agreement, then the
Equity Notional Amount and the Number of Shares shall be reduced accordingly
on the relevant Equity Payment Date. Such Equity Payment Date is considered
to be a Termination Date that is applicable only to the Partially Redeemable
Shares or Partially Accelerated Shares that are so purchased by Counterparty
or redeemed by the Fund, as the case may be.”	 






	 	E.	 	Section 8 of the Confirmation is amended by deleting each reference to
“Purchase Date” and inserting “Final Purchase Date” in lieu thereof.	 






	 	F.	 	Section 8 of the Confirmation is further amended by deleting the
reference to “Section 2.3” and inserting “Sections 2.4(a) or (b)” in lieu
thereof.	 






	4.	 	Amendments to the Liquidity Agreement.	 






	 	A.	 	Article II of the Liquidity Agreement is hereby amended and restated in
its entirety as follows:	 





“ARTICLE II.




PURCHASE OF THE SHARES




SECTION 2.1 Purchase and Sale of the Shares on the Final Purchase
Date.




Upon the terms and subject to the conditions set forth in this Agreement, on the Final
Purchase Date specified in Section 2.3(a), or earlier if accelerated under Section 2.4(a)
or (b), CIBC shall deliver and sell the Shares (except, in each case, the Partially
Redeemable Shares and Partially Accelerated Shares that have been sold by CIBC and
purchased by Max Bermuda pursuant to Section 2.2 or redeemed pursuant to Section 8.1)




(a) to Max Bermuda, free and clear of all Liens, and Max Bermuda agrees to purchase
from CIBC the Shares, for a purchase price equal to the net asset value of the Company’s
investments and cash as determined by the Custodian Valuation as of the Final Purchase Date
unless such Final Purchase Date is not the last day of a calendar month, in which case the
net asset value shall be determined by the Custodian Valuation as of the last day of the
calendar month immediately prior to the Final Purchase Date or




(b) pursuant to terms of an offer to purchase solicited by CIBC from third parties;
provided, however, that at least 30 days prior to the Final Purchase Date, CIBC
shall deliver a written notice of such offer (an “Offer Notice”) to Max Bermuda. The Offer
Notice shall disclose in reasonable detail the proposed terms and conditions of the
proposed offer under this section 2.1(b); provided that the purchase price
specified in the Offer Notice shall be payable in cash on the Final Purchase Date. Prior
to any sale under this Section 2.1(b), Max Bermuda shall be entitled to purchase the Shares
at the price and on the terms specified in the Offer Notice by delivering written notice of
such election (the “Election Notice”) to CIBC as soon as practicable but in no event later
than 10 days prior to the Final Purchase Date. If Max Bermuda elects to purchase the
Shares under this Section 2.1(b), CIBC shall deliver and sell to Max Bermuda, on the Final
Purchase Date, the Shares, free and clear of all Liens for a purchase price equal to the
price specified in the Offer Notice. Unless the Shares are to be acquired by Max Bermuda,
CIBC may sell the shares on the Final Purchase Date to a third party at a price no less
than the price per share specified in the Offer Notice and on other terms no more favorable
to the transferee than offered to Max Bermuda in the Offer Notice.




In the event that Max Bermuda purchases the Shares (other than any Partially
Redeemable Shares and Partially Accelerated Shares that have been sold by CIBC and
purchased by Max Bermuda pursuant to Section 2.2 or redeemed pursuant to Section 8.1) from
CIBC pursuant to this Section 2.1, at the final purchase closing (the “Final Purchase
Closing”), CIBC agrees to deliver to Max Bermuda certificates representing such Shares,
duly endorsed (or accompanied by duly executed stock transfer powers). At the Final
Purchase Closing, Max Bermuda agrees to pay to CIBC the Final Purchase Price as specified
in Section 2.3(a).




SECTION 2.2 Purchase and Sale of the Partially Redeemable Shares and  the
Partially Accelerated Shares.




(a) In the event the Company voluntarily redeems, or is required by law or regulatory
authority having jurisdiction over the Company to redeem, any Common Shares held by Max Bermuda
(“Max Bermuda Redeemed Shares”), CIBC shall have the right, upon the terms and subject to the
conditions set forth in this Agreement, to require Max Bermuda to purchase from CIBC pursuant
to this Section 2.2(a) and Section 2.3(b) herein the number of Shares equal to the product of
(i) the Max Bermuda Redeemed Shares multiplied by (ii) the Pro Rata Ratio (any such Shares,
“Partially Redeemable Shares”). For purposes of this Agreement, “Pro Rata Ratio” means 0.50 or
such greater number as may be mutually agreed by CIBC and Max Bermuda.




(b) Upon the terms and subject to the conditions set forth in this Agreement, on each
Partial Redemption Purchase Date specified in Section 2.3(b) CIBC shall deliver and sell to Max
Bermuda the Partially Redeemable Shares, free and clear of all Liens, and Max Bermuda agrees to
purchase from CIBC such Partially Redeemable Shares, for a purchase price equal to the net
asset value of the Company’s investments and cash as determined by the Custodian Valuation as
of such Partial Redemption Purchase Date unless such Partial Redemption Purchase Date is not
the last day of a calendar month, in which case the net asset value shall be determined by the
Custodian Valuation as of the last day of the calendar month immediately prior to such Partial
Redemption Purchase Date. In the event that Max Bermuda purchases the Partially Redeemable
Shares from CIBC pursuant to Section 2.2(a) and this Section 2.2(b), at the purchase closing
therefor (each such purchase closing, a “Partial Redemption Purchase Closing”), CIBC agrees to
deliver to Max Bermuda certificates representing such Partially Redeemable Shares, duly
endorsed (or accompanied by duly executed stock transfer powers). At each Partial Redemption
Purchase Closing, Max Bermuda agrees to pay to CIBC the applicable Partial Redemption Purchase
Price as specified in Section 2.3(b).




(c) On or after the applicable effective date of any Partial Acceleration Notice given by
Max Bermuda to CIBC pursuant to Section 2.4(c), Max Bermuda shall have the right, upon the
terms and subject to the conditions set forth in this Agreement, to purchase from CIBC pursuant
to this Section 2.2(c) and Section 2.3(c) herein the number of Shares specified in any such
Partial Acceleration Notice (any such Shares, “Partially Accelerated Shares”).




(d) Upon the terms and subject to the conditions set forth in this Agreement, on each
Partial Acceleration Purchase Date specified in Section 2.3(c) CIBC shall deliver and sell to
Max Bermuda the Partially Accelerated Shares, free and clear of all Liens, and Max Bermuda
agrees to purchase from CIBC such Partially Accelerated Shares, for a purchase price equal to
the net asset value of the Company’s investments and cash as determined by the Custodian
Valuation as of such Partial Acceleration Purchase Date unless such Partial Acceleration
Purchase Date is not the last day of a calendar month, in which case the net asset value shall
be determined by the Custodian Valuation as of the last day of the calendar month immediately
prior to such Partial Acceleration Purchase Date. In the event that Max Bermuda purchases the
Partially Accelerated Shares from CIBC pursuant to Section 2.2(c) and this Section 2.2(d), at
the purchase closing therefor (each such purchase closing, a “Partial Acceleration Purchase
Closing”), CIBC agrees to deliver to Max Bermuda certificates representing such Partially
Accelerated Shares, duly endorsed (or accompanied by duly executed stock transfer powers). At
each Partial Acceleration Purchase Closing, Max Bermuda agrees to pay to CIBC the applicable
Partial Acceleration Purchase Price as specified in Section 2.3(c).




SECTION 2.3 Purchase Price; Purchase Closing.




(a) The sale and purchase of the Shares pursuant to Section 2.1 (other than any Partially
Redeemable Shares and Partially Accelerated Shares that have been sold by CIBC and purchased by
Max Bermuda pursuant to Section 2.2 or redeemed pursuant to Section 8.1) shall take place at
the Final Purchase Closing on the Termination Date (as defined in the Swap Agreements), or
earlier if accelerated under Section 2.3 herein. The date of the Final Purchase Closing is
herein called the “Final Purchase Date”. The purchase price for the Shares shall be equal to
the amount determined under Section 2.1(a) or (b) herein (the “Final Purchase Price”). In the
event that Max Bermuda purchases such Shares from CIBC pursuant to Section 2.1 herein, payment
of the Purchase Price shall be made by Max Bermuda by wire transfer of immediately available
funds to such account(s) as shall have been designated by CIBC. CIBC shall deliver to Max
Bermuda the certificates representing such Shares against confirmation of payment of the Final
Purchase Price therefor.




(b) Each sale and purchase of the Partially Redeemable Shares pursuant to Sections 2.2(a)
and 2.2(b) shall take place at the applicable Partial Redemption Purchase Closing. The date of
each such Partial Redemption Purchase Closing is herein called the “Partial Redemption Purchase
Date”. The purchase price for such Partially Redeemable Shares shall be equal to the amount
determined under Sections 2.2(a) and 2.2(b) (the “Partial Redemption Purchase Price”). In the
event that Max Bermuda purchases such Partially Redeemable Shares from CIBC pursuant to
Sections 2.2(a) and 2.2(b) herein, payment of the Partial Redemption Purchase Price therefor
shall be made by Max Bermuda by wire transfer of immediately available funds to such account(s)
as shall have been designated by CIBC. CIBC shall deliver to Max Bermuda the certificates
representing such Partially Redeemable Shares against confirmation of payment of the Partial
Redemption Purchase Price therefor.




(c) Each sale and purchase of the Partially Accelerated Shares pursuant to Sections 2.2(c)
and 2.2(d) shall take place at the applicable Partial Acceleration Purchase Closing. The date
of each such Partial Acceleration Purchase Closing is herein called the “Partial Acceleration
Purchase Date”. The purchase price for such Partially Accelerated Shares shall be equal to the
amount determined under Sections 2.2(c) and 2.2(d) (the “Partial Acceleration Purchase Price”).
In the event that Max Bermuda purchases such Partially Accelerated Shares from CIBC pursuant
to Sections 2.2(c) and (d) herein, payment of the Partial Acceleration Purchase Price therefor
shall be made by Max Bermuda by wire transfer of immediately available funds to such account(s)
as shall have been designated by CIBC. CIBC shall deliver to Max Bermuda the certificates
representing such Partially Accelerated Shares against confirmation of payment of the Partial
Acceleration Purchase Price therefor.




(d) Each of CIBC and Max Bermuda hereby agrees and acknowledges that on March 16, 2009
(the “Initial Partial Acceleration Purchase Date”) (i) Max Bermuda shall purchase from CIBC and
CIBC shall sell to Max Bermuda 50,613 Shares, which Shares will be deemed Partially Accelerated
Shares for purposes of this Agreement (the “Initial Partially Accelerated Shares”), in
consideration for the payment by Max Bermuda to CIBC by wire transfer of immediately available
funds of USD 81,337,621.65, which amount represents the Partial Acceleration Purchase Price in
respect of such Initial Partially Accelerated Shares, (ii) CIBC shall deliver to Max Bermuda
the certificates representing such Initial Partially Accelerated Shares, duly endorsed (or
accompanied by duly executed stock transfer powers), against confirmation of payment of the
Partial Acceleration Purchase Price therefor, and (iii) the purchase and sale of such Initial
Partially Accelerated Shares shall otherwise be conducted in accordance with the provisions of
Sections 2.2(c), 2.2(d) and 2.3(c) herein, provided, however, that each of CIBC
and Max Bermuda hereby waives the requirement under Sections 2.2(c) and 2.4(c) to deliver a
Partial Acceleration Notice in respect of such Initial Partially Accelerated Shares.



SECTION 2.4 Accelerated Purchase Closing; Partial Acceleration
Notice.



(a) CIBC shall have the right to accelerate the Final Purchase Date upon the occurrence of an
Event of Default if Max Bermuda is the Defaulting Party or a Termination Event or Additional
Termination Event if Max Bermuda is the Affected Party under the Swap Agreements.



(b) Max Bermuda shall have the right to accelerate the Final Purchase Date upon the occurrence
of one or more of the following:




(i) An Event of Default if CIBC is the Defaulting Party or a Termination Event
or Additional Termination Event if CIBC is the Affected Party under the Swap
Agreements;




(ii) Any attempt by CIBC, directly or indirectly, to sell, assign, pledge,
dispose, convey, gift, hypothecate, encumber or otherwise transfer (each, a
“Transfer”) to any Person (a “Transferee”) any of the Shares except as provided in
Sections 2.1 and 2.2 herein; or




(iii) Upon 30 days’ prior written notice to CIBC or such shorter period as may
be agreed to by CIBC.”



(c) From time to time, upon 30 days’ prior written notice to CIBC or such shorter period as
may be agreed to by CIBC (each such notice, a “Partial Acceleration Notice”), Max Bermuda shall
have the right to purchase from CIBC pursuant to Sections 2.2(c) and 2.3(c) herein the number of
Shares specified in any such Partial Acceleration Notice.




	 	B.	 	Section 7.1 of the Liquidity Agreement is hereby amended and restated in
its entirety as follows:	 





“SECTION 7.1 Prohibition on Transfers.



CIBC agrees that, unless at any time Max Bermuda shall otherwise expressly
consent in writing, it shall not directly or indirectly Transfer to any Transferee any
of the Shares, except in accordance with the terms of Sections 2.1 and 2.2 herein.
Any purported Transfer in violation of this Section 7.1 shall be void and ineffectual
and shall not operate to transfer any interest or title to the purported Transferee.”




	 	C.	 	Section 8.1 of the Liquidity Agreement is hereby amended and restated in
its entirety as follows:	 





“SECTION 8.1 Share Redemption.



The Company agrees that, unless at any time CIBC shall otherwise expressly
consent in writing, it shall, upon the default of Max Bermuda to purchase (i) the
Shares under Section 2.1(a) herein, (ii) any Partially Redeemable Shares under
Sections 2.2(a) and 2.2(b) herein, or (iii) any Partially Accelerated Shares under
Sections 2.2(c) and 2.2(d) herein, and, in each case, at the written request of CIBC,
redeem such Shares, Partially Redeemable Shares or Partially Accelerated Shares, as
the case may be, held by CIBC for cash in an amount equal to the net asset value of
the Company’s cash and investments as determined by the Custodian Valuation as of the
date of redemption unless the date of redemption is not the last day of a calendar
month, in which case the net asset value shall be determined by the Custodian
Valuation as of the last day of the calendar month immediately prior to the date of
redemption. If necessary to satisfy its obligation under this Section 8.1, the
Company shall liquidate, only to the extent necessary to meet its obligation,
investments as rapidly as is contractually permitted to generate the cash necessary to
meet the obligation hereunder.”




	 	D.	 	Section 9.1 of the Liquidity Agreement is hereby amended and restated in
its entirety as follows:	 





“SECTION 9.1 Adjustments.



In connection with any payment to be made under Sections 2.1(a) or 2.2 herein
with respect to a purchase of the Shares, any Partially Redeemable Shares or any
Partially Accelerated Shares, as the case may be, by Max Bermuda or under Section 8.1
herein with respect to a redemption of the Shares, any Partially Redeemable Shares or
any Partially Accelerated Shares, as applicable, payment shall be made based on the
Custodian Valuation reported in the most recently available monthly report from the
Custodian. If such Custodian Valuation is not the Custodian Valuation specified in
Sections 2.1(a), 2.2(b), 2.2(d) or 8.1, as applicable, on the date one business day
following the date Max Bermuda provides to CIBC the monthly report from the Custodian
containing the specified Custodian Valuation, Max Bermuda or the Company, as
applicable, or CIBC shall pay to the other such amount as is necessary to result in
payment of the amount due using the specified Custodian Valuation in Sections 2.1(a),
2.2(b), 2.2(d) and 8.1, as applicable.”




	 	E.	 	Section 10.2 of the Liquidity Agreement is hereby amended and restated
in its entirety as follows:	 





“SECTION 10.2 Expenses; Brokers.



CIBC shall pay any sales or transfer taxes in connection with the sales made
pursuant to Sections 2.1 and 2.2 of this Agreement. The parties shall otherwise pay
their own respective expenses incurred in connection with this Agreement.”




	5.	 	Amendments to the Stock Purchase Agreement.	 





Article VIII of the Stock Purchase Agreement is hereby amended by adding the following
as new Section 8.3:



“SECTION 8.3 Restrictions on Capital Distributions and Loans.



Not, directly or indirectly, (i) declare or make any dividend payment, or make
any other distribution of cash, property or assets, in respect of any of the Common
Shares during the Term, provided, however, that the Company may
purchase, redeem, retire, defease or otherwise acquire for value any Common Shares
from its stockholders, or set aside funds for any of the foregoing, or (ii) make any
loans or advances to Max Bermuda or any of its Affiliates.”




	6.	 	Consent to Termination of Alstra as Trading Manager of MDS.	 





Party A hereby consents to the termination of Alstra as the trading manager of MDS and
hereby agrees and acknowledges that no Additional Termination Event (as defined in the
Agreement) shall result from such termination.




	7.	 	Miscellaneous.	 






	 	A.	 	Each of Party A and Party B hereby confirms and acknowledges that,
subject to the amendments set forth herein, each of the Agreement and the
Confirmation shall remain in full force and effect. Each of Party A, Party B and
MDS hereby confirms and acknowledges that, subject to the amendments set forth
herein, the Liquidity Agreement and the Stock Purchase Agreement shall remain in
full force and effect.	 






	 	B.	 	Each of Party A, Party B and MDS hereby represents that it is duly
authorized and empowered to execute, deliver and perform this Amendment Agreement
and that such action does not conflict with or violate any provision of law, rule
or regulation, contract, deed of trust, or other instrument to which it is a
party or to which any of its property is subject, and that this Amendment
Agreement is a valid and binding obligation of such party, enforceable against it
in accordance with its terms.	 






	 	C.	 	Each of Party A and Party B makes, as of the effective date of this
Amendment Agreement, the representations set forth in Section 3 of the Agreement;
provided that the phrase “this Agreement,” as used in said Section 3 shall mean
(for the purposes of this paragraph 3 only) both this Amendment Agreement and the
Agreement as amended hereby.	 






	 	D.	 	This Amendment Agreement may be executed in counterparts and by
facsimile, each of which will be deemed an original.	 






	 	E.	 	This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to the
choice of law doctrine.	 





[Signature page follows.]




IN WITNESS whereof the parties hereto have caused this Amendment Agreement to be duly
executed the day and year first above written.



Canadian Imperial Bank of Commerce



................................................


Name:


Title:



Max Bermuda Ltd.



................................................


Name:


Title:



Max Diversified Strategies Ltd.



................................................


Name:


Title: