-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R201fbWsb8/H/wta1+DsYGyqqUkqs+mOrBP+xrprJHVImXgHiFL91yhu35cJhTVq EiH7gwrBcsV3BcWkUL1kPA== 0000891554-02-000111.txt : 20020413 0000891554-02-000111.hdr.sgml : 20020413 ACCESSION NUMBER: 0000891554-02-000111 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20020111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRENWICK AMERICA CORP CENTRAL INDEX KEY: 0001127783 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 061087672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31967 FILM NUMBER: 2507214 BUSINESS ADDRESS: STREET 1: ONE CANTERBURY GREEN CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033535500 10-Q/A 1 d27465_10q-a.txt AMENDMENT TO QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------- FORM 10-Q\A -------- (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2001. (_) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________. Commission file number 0-31967 TRENWICK AMERICA CORPORATION (Exact name of registrant as specified in its charter) ------------- Delaware 06-1087672 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Canterbury Green Stamford, Connecticut 06901 (Address of principal executive offices) (zip code) -------- Registrant's telephone number, including area code: 203-353-5500 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Shares Outstanding Description of Class as of November 13, 2001 - -------------------- ----------------------- Common Stock - $1.00 par value 100 The registrant meets the conditions set forth in General Instruction H (1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q in the reduced disclosure format. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10.1 First Amendment and Waiver to the Credit Agreement, dated as of June 13, 2001, among Trenwick America Corporation, Trenwick Holdings Limited, the lending institutions from time to time party thereto, First Union National Bank, as Syndication Agent, Fleet National Bank, as Documentation Agent, and The Chase Manhattan Bank, as Administrative Agent. 10.2 First Amendment to the Holdings Guaranty, dated as of June 13, 2001, among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. 10.3 Second Amendment and Waiver to the Credit Agreement, dated as of November 13, 2001, among Trenwick America Corporation, Trenwick Holdings Limited, the lending institutions from time to time party thereto, First Union National Bank, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JP Morgan Chase Bank, as Administrative Agent. 10.4 Second Amendment to the Holdings Guaranty, dated as of November 13, 2001, among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. (b) Reports on Form 8-K The following report on Form 8-K was filed during the quarter ended September 30, 2001: Date of Report Item Reported -------------- ------------- July 24, 2001 Press release, dated July 24, 2001, announcing second quarter earnings changes. Trenwick America Corporation SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 10, 2002 /s/ Stephen H. Binet --------------------- Name: Stephen H. Binet Title: President and Chief Executive Officer Date: January 10, 2002 /s/ Alan L. Hunte ----------------- Name: Alan L. Hunte Title: Executive Vice President and Chief Financial Officer EX-10.1 3 d27465_10-1.txt 1ST AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT Exhibit 10.1 FIRST AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT FIRST AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT (the "Amendment"), dated as of June 13, 2001, among TRENWICK AMERICA CORPORATION, a Delaware corporation (the "Borrower"), Trenwick Holdings LIMITED., a company organized under the laws of the United Kingdom (the "Account Party"), the lending institutions from time to time party thereto (each a "Bank" and, collectively, the "Banks"), First Union National Bank, as Syndication Agent (the "Syndication Agent"), Fleet National Bank, as Documentation Agent (the "Documentation Agent"), and The Chase Manhattan Bank, as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as so defined W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Borrower, the Account Party, the Banks, the Syndication Agent, the Documentation Agent and the Administrative Agent are party to a Credit Agreement, dated as of November 24, 1999 and amended and restated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); WHEREAS, the Trenwick Group Ltd., a company organized under the laws of Bermuda ("Holdings") and the Administrative Agent entered into a Holdings Guaranty, dated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Holdings Guaranty") in order to induce the Banks to make Loans to the Borrower and issue Letters of Credit for the account of the Account Party and Guaranteed Creditors (and Lending Affiliates thereof) to enter into Interest Rate Protection Agreements and Other Hedging Agreements with the Borrower and/or the Account Party; and WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to amend the Credit Agreement as provided herein; NOW, THEREFORE, it is agreed; A. Waiver 1. The Banks hereby waive any Event of Default that may arise under the Credit Agreement solely as a result of the Trust Preferred Securities Purchase. B. Amendments 1. Section 2.05(c) of the Credit Agreement is hereby amended by deleting the number "90" appearing therein and inserting the number "45" in lieu thereof. 2. The definition of the term "Consolidated Indebtedness" contained in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Consolidated Indebtedness" shall mean, at any time, the aggregate outstanding principal amount of all Indebtedness of Holdings and its Subsidiaries at such time determined on a consolidated basis in accordance with GAAP, but excluding therefrom (i) the Contingent Interest Notes and (ii) the Letters of Credit and all letters of credit issued under Section 4.04(d) of the Holdings Guaranty (so long as no drawing has occurred thereunder)." 3. The definition of the term "Consolidated Total Capital" contained in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Consolidated Total Capital" shall mean, at any time, the sum of (i) Consolidated Indebtedness (determined without giving effect to (x) the enumerated exclusions set forth in clause (i) therein and (y) the enumerated exclusion set forth in clause (ii) of the proviso of the definition of Indebtedness (i.e., the enumerated exclusion for the then issued and outstanding principal amount of Preferred Securities (including Mandatorily Convertible Preferred Securities) to the extent the aggregate principal amount of such Preferred Securities is less than 15% of Consolidated Total Capital)) at such time and (ii) Consolidated Net Worth of Holdings at such time, provided that there shall be excluded from Consolidated Total Capital (to the extent otherwise included therein) the face value of all Trust Preferred Securities purchased pursuant to the Trust Preferred Securities Purchase." 4. The definition of the term "Consolidated Interest Expense" contained in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Consolidated Interest Expense" shall mean, for any period and as to any Person, the sum, without duplication, of (i) total cash interest expense (including interest paid in connection with the then issued and outstanding Preferred Securities and the interest component in respect of Capital Lease Obligations in accordance with GAAP) of such Person and its Subsidiaries during such period determined on a consolidated basis in accordance with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and net costs under Interest Rate Agreements, but excluding however, any amortization of deferred financing costs plus (ii) all dividends on preferred stock paid by such Person during such period." 5. The definition of the term "Indebtedness" contained in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Indebtedness" of any Person shall mean (without duplication) (i) all indebtedness of such Person for borrowed money, (ii) the deferred purchase price of assets or services which in accordance with GAAP would be shown on the liability side of the balance sheet of such Person, (iii) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such Indebtedness has been assumed, (v) the principal portion of all Capitalized Lease Obligations of such Person, (vi) all obligations of such Person to pay a specified purchase price for goods 2 or services whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (vii) the net termination obligations of such Person under Interest Rate Agreements and Other Hedging Agreements, calculated as of any date as if such agreement were terminated as of such date, (viii) all obligations of such Person under Financial Reinsurance Agreements and (ix) all Contingent Obligations of such Person; provided that Indebtedness shall not include (i) trade payables (including obligations under insurance contracts and reinsurance payables) and accrued expenses, in each case arising in the ordinary course of business and (ii) the then issued and outstanding principal amount of Preferred Securities (including Mandatorily Convertible Preferred Securities) to the extent the aggregate principal amount of such Preferred Securities is less than 15% of Consolidated Total Capital." 6. The definition of the term "Interest Coverage Ratio" is contained in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Interest Coverage Ratio" shall mean, for any Test Period, the ratio of (a) Holdings Cash Flow for such Test Period to (b) Consolidated Interest Expense of Holdings for such Test Period; provided that (i) for the Test Period ending on or about December 31, 2000, Consolidated Interest Expense and the portion of Holdings Cash Flow determined by reference to EBITDA shall be the actual such amounts calculated for such Test Period multiplied by 4.00 (other than the portion of Consolidated Interest Expense for such Test Period incurred in connection with then issued and outstanding Preferred Securities which shall be multiplied by 2.00), (ii) for the Test Period ending on or about March 31, 2001, Consolidated Interest Expense and the portion of Holdings Cash Flow determined by reference to EBITDA shall be the actual such amounts calculated for such Test Period multiplied by 2.00 and (iii) for the Test Period ending on or about June 30, 2001, Consolidated Interest Expense and the portion of Holdings Cash Flow determined by reference to EBITDA shall be the actual such amounts calculated for such Test Period multiplied by 1.33 (other than the portion of Consolidated Interest Expense for such Test Period incurred in connection with then issued and outstanding Preferred Securities which shall be the actual such amounts for such Test Period)." 7. Schedule I of the Credit Agreement is hereby further amended by inserting therein the following new defined terms in the appropriate alphabetical order: "Debentures" shall mean subordinated debt securities issued by Holdings to a Special Purpose Trust in exchange for proceeds of Preferred Securities and common securities of such Special Purpose Trust. "Mandatorily Convertible Preferred Securities" shall mean units comprised of (i) Preferred Securities or preferred shares of Holdings and (ii) a contract for the sale of ordinary shares of Holdings (including any hybrid capital securities). "Preferred Securities" shall mean (i) preferred securities issued by a Special Purpose Trust (including, without limitation, the Trust Preferred Securities) which shall provide, among other things, that dividends shall be payable only out of proceeds or interest payments on the Debentures, or (ii) other instruments that may be treated in whole or in part as equity of Holdings or one or more of its Subsidiaries by one or more of the rating agencies while being treated as debt for United States federal income tax purposes. 3 "Qualified Preferred Stock" shall mean any preferred stock of Holdings so long as (i) no part of such preferred stock is mandatorily redeemable (whether on a scheduled basis or as a result of the occurrence of any event or circumstance) and (ii) any dividends associated with such preferred stock are solely payable in kind; provided that Holdings may issue Qualified Preferred Stock that allows for cash dividends so long as the aggregate principal amount of such Qualified Preferred Stock issued by Holdings when added to the aggregate principal amount of Indebtedness incurred by Holdings and its Subsidiaries pursuant to Section 4.04(h), shall not exceed $200,000,000 at any time. "Special Purpose Trust" shall mean a special purpose business trust established by Holdings of which Holdings will hold all the common securities, which will be the issuer of Preferred Securities, and which will loan to Holdings (such loan being evidenced by the Debentures) the net proceeds of the issuance and sale of the Preferred Securities and common securities of such Special Purpose Trust. "Trust Preferred Securities Purchase" shall mean the purchase by one or more Subsidiaries of Holdings of (i) approximately $23,700,000 of face value Trust Preferred Securities for approximately $18,000,000 in cash during the fiscal quarter ending December 31, 2000, and the fiscal quarter ending March 31, 2001 and (ii) approximately $26,300,000 of face value Trust Preferred Securities." B. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Amendment, each of the Borrower and the Account Party hereby represent and warrant on behalf of themselves and their respective Subsidiaries that (i) the representations and warranties of contained in Section 2 of the Holdings Guaranty are true and correct in all material respects on and as of the Amendment Effective Date (as defined below) (except with respect to any representations and warranties limited by their terms to a specific date, which shall be true and correct in all material respects as of such date), and (ii) there exists no Default or Event of Default under the Credit Agreement on the Amendment Effective Date, in each case after giving effect to this Amendment. 2. This Amendment is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This Amendment shall become effective on the date (the "Amendment Effective Date") when the Borrower, the Account Party and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to the Administrative Agent. 5. From and after the Amendment Effective Date, all references in the Credit Agreement and in the other Credit Documents shall be deemed to be referenced to the Credit Agreement as modified hereby. 4 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written. TRENWICK AMERICA CORPORATION By: /s/ David M. Finkelstein ------------------------------------ Title: Vice President & Treasurer TRENWICK HOLDINGS LIMITED By: /s/ Ginette Handfield ------------------------------------ Title: Finance Director [Bank Signature Pages Omitted] EX-10.2 4 d27465_10-2.txt FIRST AMENDMENT TO THE HOLDINGS GUARANTY Exhibit 10.2 FIRST AMENDMENT TO THE HOLDINGS GUARANTY FIRST AMENDMENT TO THE HOLDINGS GUARANTY (the "Amendment"), dated as of June 13, 2001, among TRENWICK GROUP LTD., a company organized under the laws of Bermuda ("Holdings") and the Banks party to the Credit Agreement referred to below. Unless otherwise defined herein, capitalized terms used herein and defined in the Holdings Guaranty referred to below are used herein as so defined. W I T N E S S E T H : - - - - - - - - - - WHEREAS, Trenwick America Corporation, a Delaware corporation (the "Borrower"), Trenwick Holdings Ltd., a company organized under the laws of the United Kingdom (the "Account Party"), the lending institutions from time to time party thereto (each a "Bank" and, collectively, the "Banks"), First Union National Bank, as Syndication Agent (the "Syndication Agent"), Fleet National Bank, as Documentation Agent (the "Documentation Agent"), and The Chase Manhattan Bank, as Administrative Agent (the "Administrative Agent"), are party to a Credit Agreement, dated as of November 24, 1999 and amended and restated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); WHEREAS, Holdings and the Administrative Agent entered into a Holdings Guaranty, dated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Holdings Guaranty") in order to induce the Banks to make Loans to the Borrower and issue Letters of Credit for the account of the Account Party and Guaranteed Creditors (and Lending Affiliates thereof) to enter into Interest Rate Protection Agreements and Other Hedging Agreements with the Borrower and/or the Account Party; and WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to amend the Holdings Guaranty as provided herein; NOW, THEREFORE, it is agreed; A. Amendments and Consents 1. Section 4.04(h) of the Holdings Guaranty is hereby amended to read in its entirety as follows: "(h) Indebtedness of the Borrower in an aggregate outstanding principal amount not to exceed $200,000,000, so long as the maturity date of any such Indebtedness is no earlier than December 31, 2005;" 2. Section 4.04 of the Holdings Guaranty is hereby further amended by (i) deleting the period appearing at the end of clause (i) thereof and inserting a semi-colon in lieu thereof, and (ii) inserting therein immediately following clause (i) the following new clauses (j), (k), (l) and (m): "(j) Indebtedness of Holdings constituting a guaranty of the Trenwick Senior Notes, so long as the terms and conditions of such guaranty are satisfactory to the Administrative Agent; (k) Indebtedness of Holdings constituting a guaranty of any Preferred Securities, so long as (i) the obligations under any such guaranty are subordinated to the payment in full of all the Obligations and (ii) the terms and conditions of any such guaranty (including, without limitation, the subordination terms contained therein) are satisfactory to the Administrative Agent; (l) Indebtedness of Holdings consisting of a guaranty of the Indebtedness permitted by clause (h) above, so long as (i) the obligations under any such guaranty shall be subordinated to the payment in full of all the Obligations to the same extent (if any) that such Indebtedness is subordinated to the Obligations and (ii) the terms and conditions of any such guaranty (including, without limitation, the subordination terms, if any, contained therein) are satisfactory to the Administrative Agent; and (m) Indebtedness of Holdings consisting of a guaranty of the Indebtedness permitted by clause (i) above, so long as (i) the obligations under any such guaranty shall be subordinated to the payment in full of all the Obligations to the same extent (if any) that such Indebtedness is subordinated to the Obligations, (ii) the terms and conditions of any such guaranty (including, without limitation, the subordination terms, if any, contained therein) are satisfactory to the Administrative Agent and (iii) the maturity date of any such Indebtedness guaranteed is no earlier than December 31, 2005." 3. Section 4.06(a) of the Holdings Guaranty is hereby amended by (i) deleting the text "and" appearing at the end of clause (iv) thereof, (ii) deleting the period at the end of clause (v) and inserting the text"; and" in lieu thereof and (iii) inserting the following new clause (vi) immediately following the end of clause (v): "(vi) Holdings may pay regularly accruing dividends on its Qualified Preferred Stock in accordance with the terms thereof so long as no Default or Event of Default exists at such time or would exist immediately after giving effect to the payment of such dividend." 4. Section 4.08(a) of the Holdings Guaranty is hereby amended by deleting the phrase "preferred stock, so long as (x) no part of such preferred stock is mandatorily redeemable (whether on a scheduled basis or as a result of the occurrence of any event or circumstance) and (y) any dividends associated with such preferred stock are solely payable in kind" appearing therein and (ii) inserting the following new clause in lieu thereof: "Qualified Preferred Stock." 5. Section 4.11 of the Holdings Guaranty is hereby amended by (i) deleting the term "Trust Preferred Notes" appearing in clause (a) therein and inserting the term "Preferred Securities" in lieu thereof and (ii) deleting the phrase "or the Trust Preferred Notes" appearing in clause (b) therein. 6. Notwithstanding anything to the contrary contained in Section 4.11 of the Holdings Guaranty, the Trust Preferred Securities Purchase shall be permitted. 7. The definition of the term "Consolidated Indebtedness" contained in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "'Consolidated Indebtedness' shall mean, at any time, the aggregate outstanding principal amount of all Indebtedness of Holdings and its Subsidiaries at such time determined on a consolidated basis in accordance with GAAP, but excluding therefrom (i) the Contingent Interest Notes and (ii) the Letters of Credit and all letters of credit issued under Section 4.04(d) of the Holdings Guaranty (so long as no drawing has occurred thereunder)." 2 8. The definition of the term "Consolidated Total Capital" contained in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "'Consolidated Total Capital' shall mean, at any time, the sum of (i) Consolidated Indebtedness (determined without giving effect to (x) the enumerated exclusions set forth in clause (i) therein and (y) the enumerated exclusion set forth in clause (ii) of the proviso of the definition of Indebtedness (i.e., the enumerated exclusion for the then issued and outstanding principal amount of Preferred Securities (including Mandatorily Convertible Preferred Securities) to the extent the aggregate principal amount of such Preferred Securities is less than 15% of Consolidated Total Capital)) at such time and (ii) Consolidated Net Worth of Holdings at such time, provided that there shall be excluded from Consolidated Total Capital (to the extent otherwise included therein) the face value of all Trust Preferred Securities purchased pursuant to the Trust Preferred Securities Purchase." 9. The definition of the term "Consolidated Interest Expense" contained in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "'Consolidated Interest Expense' shall mean, for any period and as to any Person, the sum, without duplication, of (i) total cash interest expense (including interest paid in connection with the then issued and outstanding Preferred Securities and the interest component in respect of Capital Lease Obligations in accordance with GAAP) of such Person and its Subsidiaries during such period determined on a consolidated basis in accordance with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and net costs under Interest Rate Agreements, but excluding however, any amortization of deferred financing costs plus (ii) all dividends on preferred stock paid by such Person during such period." 10. The definition of the term "Indebtedness" contained in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "'Indebtedness' of any Person shall mean (without duplication) (i) all indebtedness of such Person for borrowed money, (ii) the deferred purchase price of assets or services which in accordance with GAAP would be shown on the liability side of the balance sheet of such Person, (iii) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such Indebtedness has been assumed, (v) the principal portion of all Capitalized Lease Obligations of such Person, (vi) all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (vii) the net termination obligations of such Person under Interest Rate Agreements and Other Hedging Agreements, calculated as of any date as if such agreement were terminated as of such date, (viii) all obligations of such Person under Financial Reinsurance Agreements and (ix) all Contingent Obligations of such Person; provided that Indebtedness shall not include (i) trade payables (including obligations under insurance contracts and reinsurance payables) and accrued expenses, in each case arising in the ordinary course of business and (ii) the then issued and outstanding principal amount of Preferred Securities (including Mandatorily Convertible Preferred Securities) to the extent the aggregate 3 principal amount of such Preferred Securities is less than 15% of Consolidated Total Capital." 11. The definition of the term "Interest Coverage Ratio" is contained in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "'Interest Coverage Ratio' shall mean, for any Test Period, the ratio of (a) Holdings Cash Flow for such Test Period to (b) Consolidated Interest Expense of Holdings for such Test Period; provided that (i) for the Test Period ending on or about December 31, 2000, Consolidated Interest Expense and the portion of Holdings Cash Flow determined by reference to EBITDA shall be the actual such amounts calculated for such Test Period multiplied by 4.00 (other than the portion of Consolidated Interest Expense for such Test Period incurred in connection with then issued and outstanding Preferred Securities which shall be multiplied by 2.00), (ii) for the Test Period ending on or about March 31, 2001, Consolidated Interest Expense and the portion of Holdings Cash Flow determined by reference to EBITDA shall be the actual such amounts calculated for such Test Period multiplied by 2.00 and (iii) for the Test Period ending on or about June 30, 2001, Consolidated Interest Expense and the portion of Holdings Cash Flow determined by reference to EBITDA shall be the actual such amounts calculated for such Test Period multiplied by 1.33 (other than the portion of Consolidated Interest Expense for such Test Period incurred in connection with then issued and outstanding Preferred Securities which shall be the actual such amounts for such Test Period)." 12. Schedule I of the Holdings Guaranty is hereby further amended by inserting therein the following new defined terms in the appropriate alphabetical order: "'Debentures' shall mean subordinated debt securities issued by Holdings to a Special Purpose Trust in exchange for proceeds of Preferred Securities and common securities of such Special Purpose Trust. 'Mandatorily Convertible Preferred Securities' shall mean units comprised of (i) Preferred Securities or preferred shares of Holdings and (ii) a contract for the sale of ordinary shares of Holdings (including any hybrid capital securities). 'Preferred Securities' shall mean (i) preferred securities issued by a Special Purpose Trust (including, without limitation, the Trust Preferred Securities) which shall provide, among other things, that dividends shall be payable only out of proceeds or interest payments on the Debentures, or (ii) other instruments that may be treated in whole or in part as equity of Holdings or one or more of its Subsidiaries by one or more of the rating agencies while being treated as debt for United States federal income tax purposes. 'Qualified Preferred Stock' shall mean any preferred stock issued by Holdings, so long as (i) no part of such preferred stock is mandatorily redeemable (whether on a scheduled basis or as a result of the occurrence of any event or circumstance) and (ii) any dividends associated with such preferred stock are solely payable in kind; provided that Holdings may issue Qualified Preferred Stock that allows for cash dividends so long as the aggregate principal amount of such Qualified Preferred Stock issued by Holdings, when added to the aggregate principal amount of Indebtedness incurred by Holdings and its Subsidiaries pursuant to Section 4.04(h), shall not exceed $200,000,000 at any time. 4 'Special Purpose Trust' shall mean a special purpose business trust established by Holdings of which Holdings will hold all the common securities, which will be the issuer of Preferred Securities, and which will loan to Holdings (such loan being evidenced by the Debentures) the net proceeds of the issuance and sale of the Preferred Securities and common securities of such Special Purpose Trust. 'Trust Preferred Securities Purchase' shall mean the purchase by one or more Subsidiaries of Holdings of (i) approximately $23,700,000 of face value Trust Preferred Securities for approximately $18,000,000 in cash during the fiscal quarter ending December 31, 2000, and the fiscal quarter ending March 31, 2001 and (ii) approximately $26,300,000 of face value Trust Preferred Securities." B. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Amendment, Holdings hereby represents and warrants that (i) the representations and warranties of Holdings contained in the Holdings Guaranty are true and correct in all material respects on and as of the Amendment Effective Date (as defined below) (except with respect to any representations and warranties limited by their terms to a specific date, which shall be true and correct in all material respects as of such date), and (ii) there exists no Default or Event of Default under the Credit Agreement on the Amendment Effective Date, in each case after giving effect to this Amendment. 2. This Amendment is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any other provision of the Holdings Guaranty or any other Credit Document. 3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This Amendment shall become effective on the date (the "Amendment Effective Date") when Holdings and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to the Administrative Agent. 5. From and after the Amendment Effective Date, all references in the Holdings Guaranty and in the other Credit Documents shall be deemed to be referenced to the Holdings Guaranty as modified hereby. 5 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written. TRENWICK GROUP LTD. By: /s/ Coleman D. Ross ---------------------------- Title: Chief Financial Officer [Bank Signature Pages Omitted] 6 EX-10.3 5 d27465_ex10-3.txt 2ND AMENDMENT TO THE HOLDINGS GUARANTY Exhibit 10.3 SECOND AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT SECOND AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT (the "Amendment"), dated as of November 5, 2001, among TRENWICK AMERICA CORPORATION, a Delaware corporation (the "Borrower"), TRENWICK HOLDINGS LIMITED., a company organized under the laws of the United Kingdom (the "Account Party"), the lending institutions from time to time party thereto (each a "Bank" and, collectively, the "Banks"), FIRST UNION NATIONAL BANK, as Syndication Agent (the "Syndication Agent"), FLEET NATIONAL BANK, as Documentation Agent (the "Documentation Agent"), and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as so defined W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Borrower, the Account Party, the Banks, the Syndication Agent, the Documentation Agent and the Administrative Agent are party to a Credit Agreement, dated as of November 24, 1999 and amended and restated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); WHEREAS, the Trenwick Group Ltd., a company organized under the laws of Bermuda ("Holdings") and the Administrative Agent entered into a Holdings Guaranty, dated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Holdings Guaranty") in order to induce the Banks to make Loans to the Borrower and issue Letters of Credit for the account of the Account Party and Guaranteed Creditors (and Lending Affiliates thereof) to enter into Interest Rate Protection Agreements and Other Hedging Agreements with the Borrower and/or the Account Party; and WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to amend the Credit Agreement as provided herein; NOW, THEREFORE, it is agreed; A. Waivers 1. The Banks hereby waive any Event of Default that may have arisen under the Credit Agreement solely as a result of Holdings' failure to comply with Sections 4.13, 4.14(b) (solely with respect to Chartwell Insurance Company) and 4.16 of the Holdings Guaranty for the period from September 30, 2001 through the Amendment Effective Date (as defined below). B. Amendments 1. Section 4.02(i)(b) of the Credit Agreement is hereby amended by (i) inserting the reference "(x)" immediately preceding the percentage "100%" appearing in said Section and (ii) inserting the text "or (y) 50% of the cash proceeds (net of underwriting discounts and commissions and other reasonable fees and costs associated therewith) of such sale or issuance or cash capital contributions with the written consent of the Required Banks prior to any such sale or issuance or cash capital contributions" immediately following the second parenthetical clause appearing therein. 2. The definition of the term "Applicable Commitment Fee Percentage" contained in Schedule I to the Credit Agreement is hereby amended by (i) inserting the phrase "Category F Period" immediately below the phrase "Category E Period" in the column "Applicable Period" appearing therein and (ii) inserting the percentage "0.500%" immediately below the percentage "0.500%" in the column "Applicable Commitment Fee Percentage" appearing therein. 3. The definition of the term "Applicable Credit Rating" contained in Schedule I to the Credit Agreement is hereby amended by deleting the text "BBB-/Baa3" appearing therein and inserting the text "BB+/Ba1" in lieu thereof. 4. The definition of the term "Applicable Margin" contained in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Applicable Margin" shall mean, for any day, the rate per annum set forth below opposite the Applicable Period then in effect: Applicable Margin Applicable Period Eurodollar Loans Base Rate Loans Category A Period 1.10% 0.00% Category B Period 1.30% 0.05% Category C Period 1.50% 0.25% Category D Period 2.00% 0.75% Category E Period 2.50% 1.25% Category F Period 3.25% 2.00% ; provided that, solely for the purpose of the Term Loans, each Applicable Margin shall be increased by the rate per annum set forth below during the period set forth opposite such rate per annum: Period Percentage July 1, 2002 through September 30, 2002 0.50% October 1, 2002 through December 31, 2002 1.00% January 1, 2003 through March 31, 2003 1.50% April 1, 2003 and thereafter 2.00%." -2- 5. The definition of the term "Applicable Period" contained in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Applicable Period" shall mean, at any time, the period set forth below then in effect: Applicable Period Criteria ----------------- -------- Category A Period The Applicable Credit Rating is A-/A3 or above. Category B Period The Applicable Credit Rating is BBB+/Baa1. Category C Period The Applicable Credit Rating is BBB/Baa2. Category D Period The Applicable Credit Rating is BBB-/Baa3. Category E Period The Applicable Credit Rating is BB+/Ba1 Category F Period None of a Category A Period, a Category B Period, a Category C Period, a Category D Period nor a Category E Period is in effect at such time. Notwithstanding anything to the contrary set forth above, if neither Rating Agency rates the unsecured senior debt of the Borrower, then the Applicable Period shall be a Category F Period." 6. The definition of the term "Holdings Cash Flow" contained in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Holdings Cash Flow" shall mean, for any period, the sum of (i) for each Specified Regulated Insurance Company, the aggregate amount of ordinary dividends which such Specified Regulated Insurance Company could pay to its parent corporation under Legal Requirements as of the last day of such period (determined as if (x) such Specified Regulated Insurance Company had not paid any ordinary dividends during such period and (y) each Subsidiary of such Specified Regulated Insurance Company which is a Regulated Insurance Company had paid dividends to its parent corporation during such period in an amount equal to the maximum amount of dividends payable by such Subsidiary during such period under applicable Legal Requirements) plus the aggregate amount of any extraordinary dividends actually paid by such Specified Regulated Insurance Company to its parent corporation during such period, (ii) for each Specified Foreign or Non-Regulated Company, (x) the greater of (A) zero and (B) the EBITDA of such Specified Foreign or Non-Regulated Company for such period, minus (y) the amount of capital contributions and intercompany loans made by Holdings, the Borrower or any Specified Regulated Insurance Company to such Specified Foreign or Non-Regulated Company on or after October 1, 2001, (iii) tax sharing payments made by Regulated Insurance Companies which are Domestic Subsidiaries directly to Holdings or -3- any Specified Non-Regulated Company during such period (less cash taxes paid by Holdings during such period), and (iv) payments during such period of principal and interest on surplus notes issued by Regulated Insurance Companies which are Domestic Subsidiaries to Holdings or any Specified Non-Regulated Company." 7. The definition of the term "Trust Preferred Securities Purchase" contained in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Trust Preferred Securities Purchase" shall mean the purchase by one or more Subsidiaries of Holdings of approximately $23,700,000 of face value Trust Preferred Securities for approximately $18,000,000 in cash during the fiscal quarter ending December 31, 2000, and the fiscal quarter ending March 31, 2001. 8. Schedule I to the Credit Agreement is hereby amended by inserting the following definition in the appropriate alphabetical order: "Quarterly Compliance Date" shall mean the earlier of (i) May 15, 2002 and (ii) the date on which Holdings delivers to each Bank the compliance certificate for the fiscal quarter ending March 31, 2002, in accordance with Section 3.01(d) of the Holdings Guaranty." C. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Amendment, each of the Borrower and the Account Party hereby represent and warrant on behalf of themselves and their respective Subsidiaries that (i) the representations and warranties of contained in Section 2 of the Holdings Guaranty are true and correct in all material respects on and as of the Amendment Effective Date (as defined below) (except with respect to any representations and warranties limited by their terms to a specific date, which shall be true and correct in all material respects as of such date), and (ii) there exists no Default or Event of Default under the Credit Agreement on the Amendment Effective Date, in each case after giving effect to this Amendment. 2. This Amendment is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This Amendment shall become effective on the date (the "Amendment Effective Date") when (i) the Borrower, the Account Party and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to the Administrative Agent and (ii) Holdings and the Required Banks have consented to the Second Amendment to the Holdings Guaranty dated November 5, 2001 (the "Holdings Guaranty Amendment"). -4- 5. The Borrower hereby agrees to pay each Bank which delivers an executed copy of this Amendment and the Holdings Guaranty Amendment (by hard copy or facsimile) to the Administrative Agent by no later than 12:00 (Noon) (New York time) on November 12, 2001, a fee (the "Amendment Fee") in an amount equal to 0.25% of the outstanding principal amount of Term Loans and L/C Commitment of such Bank, which Amendment Fee shall be due and payable on the first Business Day following the date on which the Required Banks shall have executed and delivered this Amendment and the Holdings Guaranty Amendment. 6. From and after the Amendment Effective Date, all references in the Credit Agreement and in the other Credit Documents shall be deemed to be referenced to the Credit Agreement as modified hereby. * * * -5- IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written. TRENWICK AMERICA CORPORATION By: DAvid M. Finkelstein ---------------------------------------- Name: David M. Finkelstein Title: Vice President & Treasurer TRENWICK HOLDINGS LIMITED By: /s/ Ginette Handfield ---------------------------------------- Name: Ginette Handfield Title: Finance Director [Bank Signature Pages Omitted] EX-10.4 6 d27465_ex10-4.txt SECOND AMENDMENT TO THE HOLDINGS GUARANTY Exhibit 10.4 SECOND AMENDMENT TO THE HOLDINGS GUARANTY SECOND AMENDMENT TO THE HOLDINGS GUARANTY (the "Amendment"), dated as of November 5, 2001, among TRENWICK GROUP LTD., a company organized under the laws of Bermuda ("Holdings") and the Banks party to the Credit Agreement referred to below. Unless otherwise defined herein, capitalized terms used herein and defined in the Holdings Guaranty referred to below are used herein as so defined. W I T N E S S E T H : - - - - - - - - - - WHEREAS, Trenwick America Corporation, a Delaware corporation (the "Borrower"), Trenwick Holdings Ltd., a company organized under the laws of the United Kingdom (the "Account Party"), the lending institutions from time to time party thereto (each a "Bank" and, collectively, the "Banks"), First Union National Bank, as Syndication Agent (the "Syndication Agent"), Fleet National Bank, as Documentation Agent (the "Documentation Agent"), and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent (the "Administrative Agent"), are party to a Credit Agreement, dated as of November 24, 1999 and amended and restated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); WHEREAS, Holdings and the Administrative Agent entered into a Holdings Guaranty, dated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Holdings Guaranty") in order to induce the Banks to make Loans to the Borrower and issue Letters of Credit for the account of the Account Party and Guaranteed Creditors (and Lending Affiliates thereof) to enter into Interest Rate Protection Agreements and Other Hedging Agreements with the Borrower and/or the Account Party; and WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to amend the Holdings Guaranty as provided herein; NOW, THEREFORE, it is agreed; A. Amendments and Consents 1. Section 4.04(i) of the Holdings Guaranty is hereby amended by deleting the amount "$50,000,000" appearing in said Section and inserting the amount "$25,000,000" in lieu thereof. 2. Section 4.13 of the Holdings Guaranty is hereby amended to read in its entirety as follows: "4.13 Interest Coverage Ratio. Holdings will not permit the Interest Coverage Ratio for any Test Period ending during a period set forth below to be less than the ratio set forth opposite such period below: Period Ratio ------ ----- Fiscal Year ending 12/31/00 2.50:1.00 Fiscal Quarter ending 9/30/01 2.75:1.00 Fiscal Quarter ending 12/31/01 1.50:1.00 Fiscal Quarter ending 3/31/02 2.00:1.00 Thereafter 2.50:1.00" 3. Section 4.14 of the Holdings Guaranty is hereby amended to read in its entirety as follows: "4.14. Minimum Risk Based Capital. (a) Holdings will not permit the Risk Based Capital Ratio for Trenwick America Reinsurance Corporation to be less than 325%. (b) Holdings will not permit the Risk Based Capital Ratio for any Regulated Insurance Company which is a Domestic Subsidiary (other than Trenwick America Reinsurance Corporation) to be less than 300%; provided that, during the period from the Amendment Effective Date through December 31, 2002 the Risk Based Capital Ratio for Chartwell Insurance Company shall not be less than 225%." 4. Section 4.16 of the Holdings Guaranty is hereby amended by inserting the following text immediately preceding the period at the end of said Section "; provided that during the period from the Amendment Effective Date to the Quarterly Compliance Date, Holdings will not permit its Consolidated Tangible Net Worth at any time to be less than the sum of (i) $425,000,000, plus (ii) 50% of Consolidated Net Income (if positive) from and after October 1, 2001 to the last day of the most recently ended fiscal quarter. 5. The definition of the term "Applicable Commitment Fee Percentage" contained in Schedule I to the Holdings Guaranty is hereby amended by (i) inserting the phrase "Category F Period" immediately below the phrase "Category E Period" in the column "Applicable Period" appearing therein and (ii) inserting the percentage "0.500%" immediately below the percentage "0.500%" in the column "Applicable Commitment Fee Percentage" appearing therein. 6. The definition of the term "Applicable Credit Rating" contained in Schedule I to the Holdings Guaranty is hereby amended by deleting the text "BBB-/Baa3" appearing therein and inserting the text "BB+/Ba1" in lieu thereof. -2- 7. The definition of the term "Applicable Margin" contained in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "Applicable Margin" shall mean, for any day, the rate per annum set forth below opposite the Applicable Period then in effect: Applicable Margin ----------------- Applicable Period Eurodollar Loans Base Rate Loans ----------------- ---------------- --------------- Category A Period 1.10% 0.00% Category B Period 1.30% 0.05% Category C Period 1.50% 0.25% Category D Period 2.00% 0.75% Category E Period 2.50% 1.25% Category F Period 3.25% 2.00% ; provided that, solely for the purpose of the Term Loans, the Applicable Margin shall be increased by the rate per annum set forth below during the period set forth opposite such rate per annum: Period Percentage July 1, 2002 through September 30, 2002 0.50% October 1, 2002 through December 31, 2002 1.00% January 1, 2003 through March 31, 2003 1.50% April 1, 2003 and thereafter 2.00%." 8. The definition of the term "Applicable Period" contained in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "Applicable Period" shall mean, at any time, the period set forth below then in effect: Applicable Period Criteria ----------------- -------- Category A Period The Applicable Credit Rating is A-/A3 or above. Category B Period The Applicable Credit Rating is BBB+/Baa1. Category C Period The Applicable Credit Rating is BBB/Baa2. Category D Period The Applicable Credit Rating is BBB-/Baa3. Category E Period The Applicable Credit Rating is BB+/Ba1 -3- Applicable Period Criteria ----------------- -------- Category F Period None of a Category A Period, a Category B Period, a Category C Period, a Category D Period nor a Category E Period is in effect at such time. Notwithstanding anything to the contrary set forth above, if neither Rating Agency rates the unsecured senior debt of the Borrower, then the Applicable Period shall be a Category F Period." 9. The definition of the term "Holdings Cash Flow" contained in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "Holdings Cash Flow" shall mean, for any period, the sum of (i) for each Specified Regulated Insurance Company, the aggregate amount of ordinary dividends which such Specified Regulated Insurance Company could pay to its parent corporation under Legal Requirements as of the last day of such period (determined as if (x) such Specified Regulated Insurance Company had not paid any ordinary dividends during such period and (y) each Subsidiary of such Specified Regulated Insurance Company which is a Regulated Insurance Company had paid dividends to its parent corporation during such period in an amount equal to the maximum amount of dividends payable by such Subsidiary during such period under applicable Legal Requirements) plus the aggregate amount of any extraordinary dividends actually paid by such Specified Regulated Insurance Company to its parent corporation during such period, (ii) for each Specified Foreign or Non-Regulated Company, (x) the greater of (A) zero and (B) the EBITDA of such Specified Foreign or Non-Regulated Company for such period, minus (y) the amount of capital contributions and intercompany loans made by Holdings, the Borrower or any Specified Regulated Insurance Company to such Specified Foreign or Non-Regulated Company on or after October 1, 2001, (iii) tax sharing payments made by Regulated Insurance Companies which are Domestic Subsidiaries directly to Holdings or any Specified Non-Regulated Company during such period (less cash taxes paid by Holdings during such period), and (iv) payments during such period of principal and interest on surplus notes issued by Regulated Insurance Companies which are Domestic Subsidiaries to Holdings or any Specified Non-Regulated Company." 10. The definition of the term "Trust Preferred Securities Purchase" contained in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "Trust Preferred Securities Purchase" shall mean the purchase by one or more Subsidiaries of Holdings of approximately $23,700,000 of face value Trust Preferred Securities for approximately $18,000,000 in cash during the fiscal quarter ending December 31, 2000, and the fiscal quarter ending March 31, 2001. 11. Schedule I to the Holdings Guaranty is hereby amended by inserting the following definition in the appropriate alphabetical order: -4- "Quarterly Compliance Date" shall mean the earlier of (i) May 15, 2002 and (ii) the date on which Holdings delivers to each Bank the compliance certificate for the fiscal quarter ending March 31, 2002, in accordance with Section 3.01(d) of the Holdings Guaranty." B. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Amendment, Holdings hereby represents and warrants that (i) the representations and warranties of Holdings contained in the Holdings Guaranty are true and correct in all material respects on and as of the Amendment Effective Date (as defined below) (except with respect to any representations and warranties limited by their terms to a specific date, which shall be true and correct in all material respects as of such date), and (ii) there exists no Default or Event of Default under the Credit Agreement on the Amendment Effective Date, in each case after giving effect to this Amendment. 2. This Amendment is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any other provision of the Holdings Guaranty or any other Credit Document. 3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This Amendment shall become effective on the date (the "Amendment Effective Date") when (i) Holdings and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to the Administrative Agent and (ii) the Borrower, the Account Party and the Required Banks have consented to the Second Amendment and Waiver to the Credit Agreement, dated November 5, 2001. 5. From and after the Amendment Effective Date, all references in the Holdings Guaranty and in the other Credit Documents shall be deemed to be referenced to the Holdings Guaranty as modified hereby. * * * -5- IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written. TRENWICK GROUP LTD. By: /s/ Coleman D. Ross ------------------------------------- Name: Coleman D. Ross Title: Chief Financial Officer [Bank Signature Pages Omitted] -----END PRIVACY-ENHANCED MESSAGE-----