EX-10.3






EXHIBIT 10.3




MAX USA HOLDINGS LTD.




OFFICERS’ CERTIFICATE




Effective as of April 16, 2007




Pursuant to Sections 2.3 and 2.4 of the Indenture (the “Indenture”), dated as of April 15,
2007, among Max USA Holdings Ltd. (the “Company”), Max Re Capital Ltd. (the “Guarantor”) and The
Bank of New York, as Trustee (the “Trustee”), the undersigned, W. Marston Becker, President of the
Company, and Sarene A. Bourdages, Secretary of the Company, hereby certify as follows:



1. The issuance of a series of Securities designated as 7.20% Senior Notes due 2017 in an
aggregate principal amount of $100,000,000, has been approved and authorized in accordance with the
provisions of the Indenture pursuant to resolutions duly adopted by the Board of Directors of the
Company on April 4, 2007.



2. The terms of the Securities shall be as follows:




(a) The title of the Securities is “7.20% Senior Notes due 2017.”



(b) The aggregate principal amount of Securities which may be authenticated and delivered
under the Indenture is initially limited to $100,000,000, except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Sections 2.8, 2.9, 2.11, 8.5 and 12.2 of the Indenture.



(c) The Securities will be issued in book-entry form, in denominations of $2,000 or any amount
in excess thereof which is an integral multiple of $1,000, and represented by a registered global
Security substantially in the form attached hereto as Exhibit A delivered to The Depository
Trust Company (the “Depositary”), or a custodian on the Depositary’s behalf, and recorded in the
book-entry system maintained by the Depositary.



(d) The principal amount of the Securities shall be due and payable on April 14, 2017.



(e) The principal of the Securities shall bear interest from April 16, 2007 or from the most
recent Interest Payment Date (as defined below) to which interest has been paid or duly provided
for, payable semi-annually on April 16 and October 16 of each year (each, an “Interest Payment
Date”), commencing October 16, 2007, to the Persons in whose names the Securities (or one or more
Predecessor Securities) are registered at the close of business on the April 1 or October 1, as
the case may be, preceding such Interest Payment Dates.



(f) Interest on the Securities will accrue at the rate of 7.20% per annum from April 16, 2007
until the principal thereof is paid or made available for payment.



(g) The principal of, interest on and any Additional Amounts with respect to the Securities
shall be payable and the Securities may be surrendered or presented for payment, the Securities may
be surrendered for registration of transfer or exchange, and notices and demands to or upon the
Company or the Guarantor in respect of the Securities and the Indenture may be served, at the
office or agency of the Company and the Guarantor maintained for such purposes in the City of New
York, State of New York from time to time, and the Company hereby appoints the Trustee, acting
through its office or agency in the City of New York designated from time to time for such purpose,
as its agent for the foregoing purposes; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Holders entitled thereto, as
such addresses shall appear in the Security Register; and provided, further, that (subject to
Section 3.2 of the Indenture) the Company may at any time remove the Trustee as its office or
agency in the City of New York designated for the foregoing purposes and may from time to time
designate one or more other offices or agencies for the foregoing purposes and may from time to
time rescind such designations.



(h) The Securities shall be redeemable at the option of the Company prior to Stated Maturity
as described in Exhibit A, and are not subject to a sinking fund or analogous provision.



(i) Payments of principal, interest on and any Additional Amounts with respect to the
Securities shall be made in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts.



(j) The Securities shall not be convertible into Securities of any other Series.



(k) The Trustee shall be the Security Registrar and the initial Paying Agent and initial
transfer agent for the Securities (subject to the Company’s right (subject to Section 3.2 of the
Indenture) to remove the Trustee as such Paying Agent and/or transfer agent and, from time to time,
to designate one or more co-registrars and one or more other Paying Agents and transfer agents and
to rescind from time to time any such designations), and the City of New York is designated as a
Place of Payment for the Securities.



(l) Additional Amounts shall be payable in respect of the Securities on the terms and subject
to the conditions set forth in Section 3.4 of the Indenture and in the Securities. Whenever in
this Officers’ Certificate or in the certificate evidencing the Securities there is mentioned, in
any context, the payment of principal, interest or any other amount payable under or with respect
to such Security, such mention shall be deemed to include mention of the payment of Additional
Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in
respect thereof.



(m) The Securities shall have such additional terms and provisions as are set forth in
Exhibit A hereto, all of which terms and provisions are incorporated by reference in and
made a part of this Officers’ Certificate as if set forth in full herein.



Each of undersigned states that he has read and is familiar with the provisions of Article II
of the Indenture relating to the issuance of Securities thereunder; that he is generally familiar
with the other provisions of the Indenture and with the affairs of the Company, the Guarantor and
their corporate acts and proceedings; and that, in his opinion, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not the
conditions referred to above have been complied with.



Capitalized terms used herein and not otherwise defined herein have the meanings specified in
the Indenture.



[The remainder of this page intentionally left blank.]




1



IN WITNESS WHEREOF, the undersigned have executed this certificate as of the date first
written above.




By:      




     Name: W. Marston Becker




     Title: President




By:      




     Name: Sarene A. Bourdages




     Title: Secretary



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EXHIBIT A




[Form of Note]




THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND UNLESS IN ACCORDANCE WITH THE INDENTURE
REFERRED TO HEREINAFTER, COPIES OF WHICH ARE AVAILABLE AT THE CORPORATE TRUST OFFICE OF THE
TRUSTEE. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER
(TOGETHER WITH ANY SUCCESSOR PROVISION, AND AS SUCH RULE MAY HEREAFTER BE AMENDED FROM TIME TO
TIME, “RULE 144A”). BY PURCHASING OR ACCEPTING THIS SECURITY, THE HOLDER OF THIS SECURITY AGREES
FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, IN A TRANSACTION IN ACCORDANCE WITH RULE 144A, (2) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES, AND (B) THAT THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESTRICTIONS REFERRED TO IN (A) ABOVE.



THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.8 OF THE INDENTURE, (II) THIS GLOBAL
SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.8(a) OF THE INDENTURE,
(III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



No. $



CUSIP No.



Max USA Holdings Ltd.




7.20% Senior Note due 2017




Max USA Holdings Ltd., a Delaware corporation (hereinafter called the “Company”, which term
includes any successor corporation under the Indenture referred to below), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
     Dollars ($ ) on April 14, 2017 and to pay interest thereon from
April 16, 2007 or from the most recent interest payment date to which interest has been paid or
duly provided for, payable semi-annually on April 16 and October 16 in each year (each, an
“Interest Payment Date”), commencing October 16, 2007, at the rate of 7.20% per annum, until the
principal hereof (and any Additional Amounts (as defined below)) is paid or duly made available for
payment. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day
months. If any Interest Payment Date or the maturity date falls on a day that is not a Business
Day, the required payment shall be made on the next Business Day as if it were made on the date
such payment was due and no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date or the maturity date, as the case may be, to such next Business
Day. The interest so payable and punctually paid or duly provided for on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the regular record date for such
interest, which shall be April 1 or October 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the registered Holder hereof on the relevant regular record date by virtue of having
been such Holder, and may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a subsequent special record date (which shall
be at least 10 days before the payment date) for the payment of such defaulted interest to be fixed
by the Company, notice whereof shall be given to the Holders of Notes of this series not less than
10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Notes may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in such
Indenture. Any interest paid on this Note shall be increased to the extent necessary to pay
Additional Amounts as set forth in this Note.



Payment of the principal of, interest on or any Additional Amounts in respect of this Note
will be made at the office or agency of the Company and the Guarantor (as defined below) maintained
for that purpose in the Borough of Manhattan, the City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company or the Guarantor, interest may
be paid by check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register; provided, further, that payment to DTC or any successor Depository may be
made by wire transfer to the account designated by DTC or such successor depository in writing.



This Note is one of a duly authorized issuance of securities of the Company (herein called the
“Notes”), fully and unconditionally guaranteed as to payment of principal, premium, if any, and
interest by Max Re Capital Ltd., a Bermuda company (the “Guarantor”), issued and to be issued in
one or more series under an Indenture, dated as of April 15, 2007 (herein called, together with all
indentures supplemental thereto, the “Indenture”), among the Company, the Guarantor and The Bank of
New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Guarantor, the Trustee and the Holders of the Notes, and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is one of the series
designated on the face hereof, initially limited (subject to exceptions provided in the Indenture)
to the aggregate principal amount specified in the Officers’ Certificate, dated April 16, 2007,
establishing the terms of the Notes pursuant to the Indenture.



The Notes are senior unsecured obligations of the Company. The Company’s obligation to pay
the principal of, interest on or any Additional Amounts in respect of the Notes is unconditionally
guaranteed on a senior unsecured basis by the Guarantor pursuant to Article 13 of the Indenture.



If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of the Notes may be declared due and payable in the manner and with the effect provided in the
Indenture.



The Indenture contains provisions permitting, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Company or the
Guarantor and the rights of the Holders of the Securities of each series issued under the Indenture
at any time by the Company, the Guarantor and the Trustee with the written consent of the Holders
of not less than a majority in aggregate principal amount of the Securities at the time Outstanding
of each series affected thereby. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of any series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the
Company or the Guarantor with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this Note and of any
Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.



This Note is not subject to any sinking fund.



No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of, interest on or any Additional Amounts in respect of this Note, at the times, place
and rate, and in the coin or currency, herein and in the Indenture prescribed.



As provided in the Indenture and subject to certain limitations set forth therein and in this
Note, the transfer of this Note may be registered on the Security Register upon surrender of this
Note for registration of transfer at the office or agency of the Company and the Guarantor
maintained for that purpose in any place where the principal of, interest on or any Additional
Amounts in respect of this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new
Notes of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.



The Notes are issuable only in registered form without coupons in the denominations specified
in the Officers’ Certificate, dated April 16, 2007, establishing the terms of the Notes, all as
more fully provided in the Indenture and such Officers’ Certificate. As provided in the Indenture
and in such Officers’ Certificate, and subject to certain limitations set forth in the Indenture,
such Officers’ Certificate and in this Note, the Notes are exchangeable for a like aggregate
principal amount of Notes of this series in different authorized denominations, as requested by the
Holders surrendering the same.



No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith, other than in certain cases provided in the Indenture.



Prior to due presentment of this Note for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall
be affected by notice to the contrary.



The Notes are redeemable as a whole or in part, at the Company’s option at any time, at a
Redemption Price equal to the greater of (i) 100 percent of the principal amount of the Notes to be
redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (excluding interest accrued to the Redemption Date) and discounted to Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
applicable Treasury Rate plus 37.5 basis points, plus, in each case, accrued and unpaid interest on
the principal amount being redeemed to the Redemption Date.



“Treasury Rate” means, with respect to any Redemption Date, (1) the yield, under the heading
which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Remaining Life, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will be determined
and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month) or (2) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain such yields, the rate
per year equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate will be calculated on the third Business Day preceding the Redemption Date.



“Business Day” means any calendar day that is not a Saturday, Sunday or legal holiday in New
York, New York, and on which commercial banks are open for business in New York, New York.



“Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the notes to
be redeemed.



“Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.



“Independent Investment Banker” means either Citigroup Global Markets Inc., and its
successors, or, if it is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the trustee after
consultation with the Company.



“Reference Treasury Dealer” means (1) each of Citigroup Global Markets Inc., or its
successors; provided, however, that if Citigroup Global Markets Inc. shall cease to be a primary
U.S. Government securities dealer in New York City, which we refer to as a “Primary Treasury
Dealer”, the Company will substitute another Primary Treasury Dealer and (2) any three other
Primary Treasury Dealers selected by the Independent Investment Banker after consultation with the
Company.



“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and Redemption Date, the average, as determined by the Independent Investment Banker, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.



All payments on this Note will be made without withholding of any present or future taxes or
governmental charges of Bermuda (a “Taxing Jurisdiction”), unless the Company is required to do so
by applicable law or regulation.



If the Company is required to withhold amounts, it will, subject to the limitations described
below, pay to the Holder of this Note additional amounts so that every net payment made to the
Holder of this Note, after the withholding, will be the same amount provided for in this Note and
the Indenture (“Additional Amounts”).



The Company will not be required to pay any Additional Amounts for (1) any tax or governmental
charge which would not have been imposed but for the fact that the Holder of this Note: (a) was a
resident of, or engaged in business or maintained a permanent establishment or was physically
present in, the relevant Taxing Jurisdiction or otherwise had some connection with the relevant
Taxing Jurisdiction other than the mere ownership of, or receipt of payment on, this Note, (b)
presented this Note for payment in the relevant Taxing Jurisdiction, unless this Note could not
have been presented for payment elsewhere, or (c) presented this Note for payment more than 30 days
after the date on which the payment became due unless the Holder of this Note would have been
entitled to these Additional Amounts if the Holder of this Note had presented this Note for payment
within the 30-day period; (2) any estate, inheritance, gift, sale, transfer, personal property or
similar tax or other governmental charge; (3) any tax or other governmental charge that is imposed
or withheld because of failure by the Holder of this Note to comply with any reasonable request by
the Company: (a) to provide information concerning the nationality, residence or identity of the
Holder of this Note or that of the beneficial owner of this Note; or (b) to make any claim or
satisfy any information or reporting requirement, which in either case is required by the relevant
Taxing Jurisdiction as a precondition to exemption from all or part of the tax or other
governmental charge; or (4) any combination of items (1), (2) or (3) above.



The Company will not pay Additional Amounts if the Holder of this Note is a fiduciary or
partnership or other than the sole beneficial owner of this Note if the beneficiary or partner or
settlor would not have been entitled to the Additional Amounts had it been the holder of this Note.



The Company will be entitled to redeem this Note, at its option, at any time as a whole but
not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount
thereof, plus accrued and unpaid interest (if any) to the Redemption Date (subject to the right of
holders of record on the relevant record date to receive interest due on the relevant Interest
Payment Date), in the event that the Company or the Guarantor has become or would become obligated
to pay, on the next date on which any amount would be payable with respect to this Note, any
Additional Amounts as a result of: (1) a change in or an amendment to the laws (including any
regulations promulgated thereunder) of a Taxing Jurisdiction, which change or amendment is
announced after April 11, 2007; or (2) any change in or amendment to any official position
regarding the application or interpretation of such laws or regulations, which change or amendment
is announced after April 11, 2007, and, in each case, the Company or the Guarantor, as applicable,
cannot avoid such obligation by taking reasonable measures available to it.



The Indenture contains provisions whereby (i) the Company and the Guarantor may be discharged
from their obligations with respect to the Notes (subject to certain exceptions) or (ii) the
Company and the Guarantor may be released from their obligations under specified covenants and
agreements in the Indenture, in each case if the Company or the Guarantor irrevocably deposits with
the Trustee money or Government Obligations, or a combination thereof, in an amount sufficient,
without consideration of any reinvestment, to pay and discharge the entire indebtedness on all
Notes of this series, and satisfies certain other conditions, all as more fully provided in the
Indenture.



This Note shall be governed by and construed in accordance with the laws of the State of New
York applicable to agreements and instruments made and to be performed wholly within such State.



All terms used in this Note without definition that are defined in the Indenture shall have
the meanings assigned to them in the Indenture.



Unless the Certificate of Authentication hereon has been executed by or on behalf of the
Trustee under the Indenture by the manual signature of one of its authorized officers, this Note
shall not be entitled to any benefits under the Indenture or be valid or obligatory for any
purpose.



[Remainder of page intentionally left blank.]




3




IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under
its corporate seal.



Dated: April 16, 2007 MAX USA HOLDINGS LTD.




By:      




     Name:




     Title:



CERTIFICATE OF AUTHENTICATION




This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



Dated: April 16, 2007




THE BANK OF NEW YORK,




as Trustee




	 	 	 	By:
     






Authorized Signatory



4



ABBREVIATIONS




The following abbreviations, when used in the inscription on the face of this instrument, shall be
construed as though they were written out in full according to applicable laws or regulations:



	 	 	 	 	 
	TEN COM—as tenants in common
TEN ENT—as tenants by the entireties
	 	 	 	 
	JT TEN—as joint tenants with right of survivorship and not as tenants in common

	UNIF GIFT MIN ACT —________________________

	 	(Minor)

	Custodian________________________

	 	(Cust)

	Under Uniform Gifts to Minors Act
	 	 	—	 
	 
	 	(State)







Additional abbreviations may also be used though not in the above list.



5



FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto



[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]



                                                                                           
                                                



                                                                                           
                                                 



                                                                                           
                                               



[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE]



the within Note and all rights thereunder, hereby irrevocably constituting and appointing to
transfer said Note on the books of the Company with full power of substitution in the premises.



Dated:      



	 	 	 	 	 
	Signature: _____________________

	Notice:
	 	The signature to this assignment must correspond

	 
	 	with the name as it appears upon the








face of the within Note in every particular, without alteration or enlargement or any




change whatsoever.




	 	 	Signature Guaranty:      





Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Trustee, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.




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