Exhibit 2.1
June 4, 2009
IPC Holdings, Ltd.,
29 Richmond Road,
Pembroke HM 08,
Bermuda.
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Re:
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Waiver of
Certain Terms in the Agreement and Plan of
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Ladies and Gentlemen:
Reference is made to the Agreement
and Plan of Amalgamation dated as of March 1, 2009 and as
amended March 5, 2009 (the “Agreement”), between
IPC Holdings, Ltd., a Bermuda exempted company (“IPC”),
IPC Limited, a Bermuda exempted company and a wholly-owned
subsidiary of IPC, and Max Capital Group Ltd., a Bermuda exempted
company (“Max”). Capitalized terms used, but not
defined, herein shall have the meanings ascribed thereto in the
Agreement.
Notwithstanding anything in the
Agreement to the contrary, Max, IPC and IPC Limited agree
that:
(i) IPC’s board of directors
shall, as of the date hereof, declare a special dividend of $1.50
in cash per IPC Common Share outstanding (the “Special
Dividend”) with a record date of June 15, 2009 and a
payment date to occur one business day after the date on which the
Effective Time occurs, the payment of which shall be conditional
upon the Effective Time having occurred and subject to applicable
laws, and the relevant board resolution declaring such dividend
shall be substantially in the form attached as Annex A;
(ii) IPC’s board of directors
shall, as of the date hereof, declare a special dividend of $1.00
in cash per IPC Common Share outstanding (the “Post-Closing
Dividend”), with a record date of the twenty-first day after
the date on which the Effective Time occurs (or the first business
day thereafter, if such twenty-first day is not a business day) and
a payment date one business day after the record date, the payment
of which shall be conditional upon the Effective Time having
occurred and subject to applicable laws, and the relevant board
resolution declaring such dividend shall be substantially in the
form attached as Annex A;
(iii) IPC shall not be required
under Section 5.14 of the Agreement to coordinate with Max
concerning the payment date for the Special Dividend or the
Post-Closing Dividend
