-----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, DWlGJie/aLXylyalbr9/7vLPXyymgwWMS9UrVprxutlWdkv8jSG4UGPyoTUg1+E/ kR0QW2EMI8s5tScceRTvgg== 0001169232-03-002811.txt : 20030411 0001169232-03-002811.hdr.sgml : 20030411 20030410191849 ACCESSION NUMBER: 0001169232-03-002811 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20030321 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030411 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31967 FILM NUMBER: 03646199 BUSINESS ADDRESS: STREET 1: ONE CANTERBURY GREEN CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033535500 8-K 1 d55196_8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) - March 21, 2003 --------------- TRENWICK AMERICA CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-31967 06-1087672 (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) One Canterbury Green Stamford, Connecticut 06901 (Address of principal executive offices) (Zip Code) (203) 353-5500 (Registrant's telephone number, including area code) None (Former name or address, if changed since last report) Item 5. Other Events. Senior Secured Credit Facility Trenwick America Corporation, Trenwick Holdings Limited and Trenwick UK Holdings Limited, each a subsidiary of Trenwick Group Ltd. ("Trenwick"), entered into an amendment to the Credit Agreement, dated as of November 24, 1999 and amended and restated on September 27, 2000 (the "Credit Agreement"), among Trenwick America Corporation, Trenwick Holdings Limited, certain lending institutions (the "Banks") party thereto, Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan Chase Bank ("JPMorgan"), as Administrative Agent on March 28, 2003. In connection therewith, on March 24 and March 28, 2003 Trenwick and the Banks entered into certain amendments to the Holdings Guaranty, dated as of September 27, 2000 (the "Holdings Guaranty"), between Trenwick and JPMorgan, as Administrative Agent. In addition, the Banks entered into a waiver agreement dated as of March 21, 2003 under the Credit Agreement (the "Waiver Agreement"). The Waiver Agreement and the amendments to the Credit Agreement and Holding Guaranty referred to above provide for, among other things, waivers of potential covenant defaults and extension of a number of deadlines imposed under the Credit Agreement and Holdings Guaranty, including the date by which the 6.70% Senior Notes of Trenwick America Corporation due April 1, 2003 (the "Senior Notes") are required to be replaced, refinanced or restructured. The description herein of the Waiver Agreement and the amendments to the Credit Agreement and Holding Guaranty referred to above is qualified in its entirety by reference to the full text thereof, copies of which are attached hereto as Exhibits 99.1 through 99.4, and are incorporated herein by reference. Trenwick America Corporation, Trenwick Holdings Limited and Trenwick UK Holdings Limited entered into a Ninth Amendment and Waiver to the Credit Agreement, dated as of April 8, 2003 (the "Ninth Amendment and Waiver"), with the Banks, Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan, as Administrative Agent. In connection with the Ninth Amendment and Waiver, Trenwick and the Banks entered into a Tenth Amendment and Consent to the Holdings Guaranty, dated as of April 8, 2003 (the "Tenth Guaranty Amendment and Consent"). Pursuant to the Ninth Amendment and Waiver, potential covenant defaults were waived, including as a result of the failure of Trenwick (i) to meet certain financial covenants, (ii) to deliver an unqualified opinion from its accountants as to the status of Trenwick and its subsidiaries as a going concern with respect to its annual financial statements for the fiscal year ending December 31, 2002, and (iii) to provide the Banks with certain regulatory financial documents of LaSalle Re Limited, an indirect subsidiary of Trenwick, and certain other monthly financial documents of Trenwick and its subsidiaries. Additionally, the Ninth Amendment and Waiver and the Tenth Guaranty 2 Amendment and Consent amended certain financial covenants, added additional financial reporting requirements, amended a negative covenant thereby allowing two indirect subsidiaries of Trenwick to merge, and extended a number of deadlines, including extending the date by which the Senior Notes are required to be replaced, refinanced or restructured to July 15, 2003. Pursuant to the Tenth Guaranty Amendment and Consent, the Banks consented to the agreement reached with the holders of the Senior Notes described below, including the payment to those holders of accrued and unpaid interest required to have been paid on April 1, 2003, and waived the default which arose under the Credit Agreement for the failure to pay the principal and interest on the Senior Notes on such date. In addition, the Ninth Amendment and Waiver and Tenth Guaranty Amendment and Consent made other technical and clarifying amendments to the Credit Agreement and Holdings Guaranty, respectively. The description herein of the Ninth Amendment and Waiver and the Tenth Guaranty Amendment and Consent is qualified in its entirety by reference to the full text of the Ninth Amendment and Waiver and the Tenth Guaranty Amendment and Consent, copies of which are attached hereto as Exhibits 99.5 and 99.6, respectively, and are incorporated herein by reference. Senior Notes Trenwick America Corporation and Bank One Trust Company, NA, as Trustee, entered into a Second Supplemental Indenture dated as of April 1, 2003 ("Second Supplemental Indenture") pursuant to which the maturity date of the Senior Notes was extended until August 1, 2003 and the default occasioned when Trenwick America Corporation failed to pay principal and interest on the Senior Notes on April 1, 2003 was waived. In addition, pursuant to a letter agreement dated as of April 1, 2003 (the "Letter Agreement"), Trenwick America Corporation paid to the holders of the Senior Notes all interest accrued through April 1, 2003, in the amount of $2,512,500. Under the terms of the Letter Agreement, a representative of MBIA Insurance Corporation, the holder of $55 million aggregate principal amount of the $75 million aggregate principal amount of the Senior Notes issued and outstanding, has been given observer rights on the Trenwick Board of Directors, and Trenwick has agreed to negotiate the terms of a consulting agreement with the appointed observer. On April 9, 2003, Trenwick issued a press release announcing the agreement it reached with the holders of the Senior Notes as described above. A copy of the press release is filed herewith as Exhibit 99.7 and is incorporated herein by reference. The description herein of the Second Supplemental Indenture and the Letter Agreement is qualified in its entirety by reference to the full text of the Second Supplemental Indenture and the Letter Agreement, copies of which are attached hereto as Exhibits 99.8 and 99.9, respectively, and are incorporated herein by reference. 3 Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Fifth Waiver to the Credit Agreement, dated as of March 21, 2003, by and among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan Chase Bank, as Administrative Agent. 99.2 Eighth Amendment to the Holdings Guaranty, dated as of March 24, 2003, by and among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. 99.3 Eighth Amendment to the Credit Agreement, dated as of March 28, 2003, by and among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan Chase Bank, as Administrative Agent. 99.4 Ninth Amendment to the Holdings Guaranty, dated as of March 28, 2003, by and among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. 99.5 Ninth Amendment and Waiver to the Credit Agreement, dated as of April 8, 2003, by and among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan Chase Bank, as Administrative Agent. 99.6 Tenth Amendment and Consent to the Holdings Guaranty, dated as of April 8, 2003, by and among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. 99.7 Press release of Trenwick Group Ltd. issued April 9, 2003. 99.8 Second Supplemental Indenture, dated as of April 1, 2003, by and among Trenwick America Corporation and Bank One Trust Company, NA and consented to by the senior noteholders named 4 therein. 99.9 Letter Agreement, dated as of April 1, 2003, by and among Trenwick America Corporation, Trenwick Group Limited and the senior noteholders named therein. 5 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. TRENWICK AMERICA CORPORATION By: /s/ Stephen H. Binet -------------------------------- Name: Stephen H. Binet Title: President and Chief Executive Officer Dated: April 10, 2003 6 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Fifth Waiver to the Credit Agreement, dated as of March 21, 2003, by and among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan Chase Bank, as Administrative Agent. 99.2 Eighth Amendment to the Holdings Guaranty, dated as of March 24, 2003, by and among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. 99.3 Eighth Amendment to the Credit Agreement, dated as of March 28, 2003, by and among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan Chase Bank, as Administrative Agent. 99.4 Ninth Amendment to the Holdings Guaranty, dated as of March 28, 2003, by and among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. 99.5 Ninth Amendment and Waiver to the Credit Agreement, dated as of April 8, 2003, by and among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan Chase Bank, as Administrative Agent. 99.6 Tenth Amendment and Consent to the Holdings Guaranty, dated as of April 8, 2003, by and among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. 7 99.7 Press release of Trenwick Group Ltd. issued April 9, 2003. 99.8 Second Supplemental Indenture, dated as of April 1, 2003, by and among Trenwick America Corporation and Bank One Trust Company, NA and consented to by the senior noteholders named therein. 99.9 Letter Agreement, dated as of April 1, 2003, by and among Trenwick America Corporation, Trenwick Group Limited and the seniornote holders named therein. 8 EX-99.1 3 d55194_ex99-1.txt FIFTH WAIVER TO THE CREDIT AGREEMENT Exhibit 99.1 FIFTH WAIVER TO THE CREDIT AGREEMENT FIFTH WAIVER TO THE CREDIT AGREEMENT (the "Waiver"), dated as of March 21, 2003, among TRENWICK AMERICA CORPORATION, a Delaware corporation (the "Borrower"), Trenwick Holdings LIMITED., a company organized under the laws of the United Kingdom and TRENWICK UK HOLDINGS LIMITED, a company organized under the laws of the United Kingdom (collectively, the "Account Party"), the lending institutions from time to time party to the Credit Agreement referred to below (each a "Bank" and, collectively, the "Banks"), WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a 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, 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 Banks hereto wish to grant certain waivers to the Credit Agreement as provided herein; NOW, THEREFORE, it is agreed; A. Waivers 1. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement solely as the result of the failure by Holdings to comply with Section 3.22 of the Holdings Guaranty for the period from, and including, March 21, 2003, to and including March 28, 2003 (the "Waiver Termination Date"). B. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Waiver, each of the Borrower and each Account Party hereby represents and warrants on behalf of itself and its respective Subsidiaries that (i) the representations and warranties of Holdings contained in Section 2 of the Holdings Guaranty are true and correct in all material respects on and as of the Waiver 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 Waiver Effective Date, after giving effect to this Waiver. 2. This Waiver 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 WAIVER 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 Waiver shall become effective on the date (the "Waiver Effective Date") when the Borrower, each 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 Waiver Effective Date, all references in the Credit Agreement and in the other Credit Documents shall be deemed to be references to the Credit Agreement as modified hereby. This Waiver shall have no force or effect after the Waiver Termination Date. 6. Holdings, the Borrower and each Account Party acknowledge and agree that the execution and delivery by the Administrative Agent and the Banks of this Waiver or the Consent shall not be deemed (i) to create a course of dealing or otherwise obligate the Administrative Agent or the Banks to forebear or execute similar waivers, amendments or agreements under the same or similar circumstances in the future, or (ii) to modify, relinquish or impair any right of the Administrative Agent or the Banks to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Waiver. 7. EACH CREDIT PARTY, ON BEHALF OF ITSELF, AND ALL PERSONS AND ENTITIES CLAIMING BY, THROUGH, OR UNDER ANY ONE OR MORE OF THEM, HEREBY JOINTLY AND SEVERALLY RELEASES, WAIVES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, EACH BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AFFILIATES, REPRESENTATIVES AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASEES"), OF, FROM, AND WITH RESPECT TO ANY AND ALL MANNER OF ACTION AND ACTIONS, CAUSE AND CAUSES OF ACTIONS, SUITS, DISPUTES, CLAIMS AND DEFENSES, COUNTERCLAIMS AND/OR LIABILITIES, CROSS CLAIMS, AND DEFENSES, THAT -2- ARE KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST OR PRESENT, ASSERTED OR UNASSERTED, CONTINGENT OR LIQUIDATED, WHETHER OR NOT WELL FOUNDED IN FACT OR LAW, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, AT LAW OR IN EQUITY, BASED UPON, RELATING TO OR ARISING OUT OF ANY AND ALL TRANSACTIONS, RELATIONSHIPS OR DEALINGS WITH, OR LOANS MADE OR LETTERS OF CREDIT ISSUED TO THE BORROWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS PURSUANT TO THE CREDIT DOCUMENTS PRIOR TO THE DATE HEREOF WHICH THE BORROWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS HAD, NOW HAVE OR MAY CLAIM TO HAVE AGAINST THE ADMINISTRATIVE AGENT, THE BANK OR ANY OTHER RELEASEE. 8. The respective rights, powers and remedies of the Administrative Agent and the Banks in the Credit Agreement and in the other Credit Documents are cumulative and not exclusive of any right, power or remedy provided in the Credit Documents, by law or equity and no failure or delay on the part of the Administrative Agent or the Banks in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. Other than as set forth in this Waiver, nothing contained in this Waiver or in any prior communications between or among the Credit Parties, the Administrative Agent and the Banks shall constitute a waiver or modification of any rights or remedies that the Administrative Agents or the Banks may have under the Credit Documents and applicable law. The Administrative Agent and the Banks expressly reserve and preserve all of their rights and remedies available to them under the Credit Documents, applicable law or otherwise. * * * -3- IN WITNESS WHEREOF, the undersigned have caused this Waiver to be duly executed and delivered as of the date first above written. TRENWICK AMERICA CORPORATION By: /s/ David M. Finkelstein ------------------------------------ Name: David M. Finkelstein Title: Vice President & Treasurer TRENWICK HOLDINGS LIMITED By: /s/ Alan L. Hunte ------------------------------------ Name: Alan L. Hunte Title: Director TRENWICK UK HOLDINGS LIMITED By: /s/ Alan L. Hunte ------------------------------------ Name: Alan L. Hunte Title: Director TRENWICK GROUP LTD. By: /s/ Alan L. Hunte ------------------------------------ Name: Alan L. Hunte Title: Chief Financial Officer LASALLE RE HOLDINGS LTD. By: /s/ Alan L. Hunte ------------------------------------ Name: Alan L. Hunte Title: Director [NAME OF LENDER] By: ------------------------------------ Name: Title: [Signature Page to the Fifth Waiver to the Credit Agreement] EX-99.2 4 d55194_ex99-2.txt EIGHTH AMENDMENT TO THE HOLDINGS GUARANTY Exhibit 99.2 EIGHTH AMENDMENT TO THE HOLDINGS GUARANTY EIGHTH AMENDMENT TO THE HOLDINGS GUARANTY (the "Eighth Amendment"), dated as of March 24, 2003, 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 "Trenwick Holdings"), the lending institutions from time to time party thereto (each a "Bank" and, collectively, the "Banks"), Wachovia Bank, National Association (f/k/a 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 1. Section 3.13(b) of the Holdings Guaranty is hereby amended by deleting the text "no later than 90 days following the Fourth Amendment Effective Date" appearing therein and inserting the text "no later than March 27, 2003" in lieu thereof. 2. Section 3.14 of the Holdings Guaranty is hereby amended by deleting the text "no later than 90 days following the Fourth Amendment Effective Date" appearing therein and inserting the text "no later than March 27, 2003" in lieu thereof. 3. Section 3.15 of the Holdings Guaranty is hereby amended by deleting the text "no later than 90 days following the Fourth Amendment Effective Date" appearing therein and inserting the text "no later than March 27, 2003" in lieu thereof. 4. Section 3.16 of the Holdings Guaranty is hereby amended by deleting the text "no later than 90 days following the Fourth Amendment Effective Date" appearing therein and inserting the text "no later than March 27, 2003" in lieu thereof. 5. Section 3.18 of the Holdings Guaranty is hereby amended by deleting the text "no later than 90 days following the Fourth Amendment Effective Date" appearing therein and inserting the text "no later than March 28, 2003" in lieu thereof. 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 Eighth 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 Eighth Amendment Effective Date (as defined below), in each case after giving effect to this Eighth Amendment. 2. This Eighth 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 EIGHTH 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 Eighth Amendment shall become effective on the date (the "Eighth 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 Eighth 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. * * * -2- IN WITNESS WHEREOF, the undersigned have caused this Eighth Amendment to be duly executed and delivered as of the date first above written. TRENWICK GROUP LTD. By: /s/ Alan L. Hunte ------------------------------ Name: Alan L. Hunte Title: Chief Financial Officer [NAME OF LENDER] By: ------------------------------ Name: Title: [Signature Page to the Eighth Amendment to the Holdings Guaranty] EX-99.3 5 d55194_ex99-3.txt EIGHTH AMENDMENT TO THE CREDIT AGREEMENT Exhibit 99.3 EIGHTH AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT EIGHTH AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT (the "Eighth Amendment"), dated as of March 28, 2003, among TRENWICK AMERICA CORPORATION, a Delaware corporation (the "Borrower"), Trenwick Holdings LIMITED., a company organized under the laws of the United Kingdom and TRENWICK UK HOLDINGS LIMITED, a company organized under the laws of the United Kingdom (collectively, the "Account Party"), the lending institutions from time to time party to the Credit Agreement referred to below (each a "Bank" and, collectively, the "Banks"), WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a 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, 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 Banks hereto wish to grant certain amendments to the Credit Agreement as provided herein; NOW, THEREFORE, it is agreed; A. Waivers 1. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement solely as the result of the failure by Holdings to comply with Section 3.22 of the Holdings Guaranty for the period from, and including, March 28, 2003, to and including March 31, 2003. B. Amendments 1. Schedule I to the Credit Agreement is hereby amended by (x) deleting the text "(i) a non-solicitation clause on terms reasonably satisfactory to the Administrative Agent and (ii)" and (y) inserting the text "(except for any terms and conditions that restrict any payment in such Agreement to the extent that there is a Default or Event of Default at the time of such payment or as a result thereof)" immediately following the text "Executive Compensation Provisions", in each case in the definitions of "Binet Employment Agreement", "Becker Agreement", "Finkelstein Agreement", "Giordano Employment Agreement", "Graham Agreement", "Hunte Employment Agreement", "Semeraro Employment Agreement" and "Watson Employment Agreement". C. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Eighth Amendment, each of the Borrower and each Account Party hereby represent and warrant on behalf of themselves and their respective Subsidiaries that (i) the representations and warranties of Holdings contained in Section 2 of the Holdings Guaranty are true and correct in all material respects on and as of the Eighth 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 Eighth Amendment Effective Date, in each case after giving effect to this Eighth Amendment. 2. This Eighth 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 EIGHTH 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 Eighth Amendment shall become effective on the date (the "Eighth Amendment Effective Date") when each of the following conditions have been satisfied: (i) the Borrower, each 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 Ninth Amendment to the Holdings Guaranty dated as of March 28, 2003. -2- 5. From and after the Eighth 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. 6. Holdings, the Borrower and each Account Party acknowledge and agree that the execution and delivery by the Administrative Agent and the Banks of this Eighth Amendment shall not be deemed (i) to create a course of dealing or otherwise obligate the Administrative Agent or the Banks to forebear or execute similar waivers, amendments or agreements under the same or similar circumstances in the future, or (ii) to modify, relinquish or impair any right of the Administrative Agent or the Banks to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Eighth Amendment. 7. EACH CREDIT PARTY, ON BEHALF OF ITSELF, AND ALL PERSONS AND ENTITIES CLAIMING BY, THROUGH, OR UNDER ANY ONE OR MORE OF THEM, HEREBY JOINTLY AND SEVERALLY RELEASES, WAIVES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, EACH BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AFFILIATES, REPRESENTATIVES AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASEES"), OF, FROM, AND WITH RESPECT TO ANY AND ALL MANNER OF ACTION AND ACTIONS, CAUSE AND CAUSES OF ACTIONS, SUITS, DISPUTES, CLAIMS AND DEFENSES, COUNTERCLAIMS AND/OR LIABILITIES, CROSS CLAIMS, AND DEFENSES, THAT ARE KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST OR PRESENT, ASSERTED OR UNASSERTED, CONTINGENT OR LIQUIDATED, WHETHER OR NOT WELL FOUNDED IN FACT OR LAW, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, AT LAW OR IN EQUITY, BASED UPON, RELATING TO OR ARISING OUT OF ANY AND ALL TRANSACTIONS, RELATIONSHIPS OR DEALINGS WITH, OR LOANS MADE OR LETTERS OF CREDIT ISSUED TO THE BORROWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS PURSUANT TO THE CREDIT DOCUMENTS PRIOR TO THE DATE HEREOF WHICH THE BORORWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS HAD, NOW HAVE OR MAY CLAIM TO HAVE AGAINST THE ADMINISTRATIVE AGENT, THE BANK OR ANY OTHER RELEASEE. 8. The respective rights, powers and remedies of the Administrative Agent and the Banks in the Credit Agreement and in the other Credit Documents are cumulative and not exclusive of any right, power or remedy provided in the Credit Documents, by law or equity and no failure or delay on the part of the Administrative Agent or the Banks in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. Other than as set forth in this Eighth Amendment, nothing contained in this Eighth Amendment or in any prior communications between or among the Credit Parties, the Administrative Agent and the Banks shall constitute a waiver or modification of any rights or remedies that the Administrative Agents or the Banks may have under the Credit Documents and applicable law. The Administrative Agent and the Banks expressly reserve and preserve all of their rights and remedies available to them under the Credit Documents, applicable law or otherwise. * * * -3- IN WITNESS WHEREOF, the undersigned have caused this Eighth Amendment to be duly executed and delivered as of the date first above written. TRENWICK AMERICA CORPORATION By: /s/ David M. Finkelstein --------------------------------- Name: David M. Finkelstein Title: Vice President & Treasurer TRENWICK HOLDINGS LIMITED By: /s/ Alan L. Hunte --------------------------------- Name: Alan L. Hunte Title: Director TRENWICK UK HOLDINGS LIMITED By: /s/ Alan L. Hunte --------------------------------- Name: Alan L. Hunte Title: Director TRENWICK GROUP LTD. By: /s/ Alan L. Hunte --------------------------------- Name: Alan L. Hunte Title: Chief Financial Officer [NAME OF LENDER] By: --------------------------------- Name: Title: [Signature Page to the Eighth Amendment and Waiver to the Credit Agreement] EX-99.4 6 d55194_ex99-4.txt NINTH AMENDMENT TO THE HOLDINGS GUARANTY Exhibit 99.4 NINTH AMENDMENT TO THE HOLDINGS GUARANTY NINTH AMENDMENT TO THE HOLDINGS GUARANTY (the "Ninth Amendment"), dated as of March 28, 2003, 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 "Trenwick Holdings"), the lending institutions from time to time party thereto (each a "Bank" and, collectively, the "Banks"), Wachovia Bank, National Association (f/k/a 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 1. Section 3.13(b) of the Holdings Guaranty is hereby amended by deleting the text "March 27, 2003" appearing therein and inserting the text "11:00 P.M. (New York time) on March 31, 2003" in lieu thereof. 2. Section 3.14 of the Holdings Guaranty is hereby amended by deleting the text "March 27, 2003" appearing therein and inserting the text "11:00 P.M. (New York time) on March 31, 2003" in lieu thereof. 3. Section 3.15 of the Holdings Guaranty is hereby amended by deleting the text "March 27, 2003" appearing therein and inserting the text "11:00 P.M. (New York time) on March 31, 2003" in lieu thereof. 4. Section 3.16 of the Holdings Guaranty is hereby amended by deleting the text "March 27, 2003" appearing therein and inserting the text "11:00 P.M. (New York time) on March 31, 2003" in lieu thereof. 5. Section 3.18 of the Holdings Guaranty is hereby amended by deleting the text "March 28, 2003" appearing therein and inserting the text "April 4, 2003" in lieu thereof. 6. Section 4.23 of the Holdings Guaranty is hereby amended by deleting the text ", provided that the payments of any bonus or compensation other than salary or monthly fees under the Specified Employment Agreements and the Unallocated Additional Fee Agreements may only be made if (I) no Default or Event of Default then exists at the time of such payment or would result therefrom and (II) if any Default or Event of Default has occurred (A) the Required Banks have consented to permit such payments after such Default or Event of Default has been cured or waived or (B) the Banks consent to such payments notwithstanding that an Event of Default has occurred and is continuing" appearing therein. 7. Schedule I to the Holdings Guaranty is hereby amended by (x) deleting the text "(i) a non-solicitation clause on terms reasonably satisfactory to the Administrative Agent and (ii)" and (y) inserting the text "(except for any terms and conditions that restrict any payment in such Agreement to the extent that there is a Default or Event of Default at the time of such payment or as a result thereof)" immediately following the text "Executive Compensation Provisions", in each case in the definitions of "Binet Employment Agreement", "Becker Agreement", "Finkelstein Agreement", "Giordano Employment Agreement", "Graham Agreement", "Hunte Employment Agreement", "Semeraro Employment Agreement" and "Watson Employment Agreement". B. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Ninth 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 Ninth 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 Ninth Amendment Effective Date (as defined below), in each case after giving effect to this Ninth Amendment. 2. This Ninth 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. -2- 3. THIS NINTH 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 Ninth Amendment shall become effective on the date (the "Ninth 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 Ninth 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. * * * -3- IN WITNESS WHEREOF, the undersigned have caused this Ninth Amendment to be duly executed and delivered as of the date first above written. TRENWICK GROUP LTD. By: /s/ Alan L. Hunte ------------------------------ Name: Alan L. Hunte Title: Chief Financial Officer [NAME OF LENDER] By: ------------------------------ Name: Title: [Signature Page to the Ninth Amendment to the Holdings Guaranty] EX-99.5 7 d55194_ex99-5.txt 9TH AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT Exhibit 99.5 NINTH AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT NINTH AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT (the "Ninth Amendment"), dated as of April 8, 2003, among TRENWICK AMERICA CORPORATION, a Delaware corporation (the "Borrower"), Trenwick Holdings LIMITED., a company organized under the laws of the United Kingdom and TRENWICK UK HOLDINGS LIMITED, a company organized under the laws of the United Kingdom (collectively, the "Account Party"), the lending institutions from time to time party to the Credit Agreement referred to below (each a "Bank" and, collectively, the "Banks"), WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a 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, 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 Banks hereto wish to grant certain amendments to the Credit Agreement as provided herein; NOW, THEREFORE, it is agreed; A. Waivers 1. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement solely as the result of the failure by Holdings to deliver an unqualified opinion from its accountants as to the status of Holdings and its Subsidiaries as a going concern with respect to the annual financial statements of Holdings and its Subsidiaries for the fiscal year ending December 31, 2002 as required pursuant to Section 3.01(a) of the Holdings Guaranty. 2. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement solely as a result of Holdings' failure to provide to the Banks the regulatory financial statements, opinions and other documents (collectively, the "Regulatory Financial Documents") of LaSalle Re required pursuant to Section 3.01(a)(ii) of the Credit Agreement within 90 days after the close of the fiscal year of Holdings ending December 31, 2002, so long as the Regulatory Financial Documents are delivered to the Banks no later than April 30, 2003. 3. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement solely as a result of the Borrower's failure to provide to the Banks the monthly financial statements and other documents (collectively, the "Monthly Financial Documents") required pursuant to Section 3.01(m) of the Credit Agreement within 30 days after the close of the fiscal month of Holdings ending February 28, 2003, for the period from, and including, March 30, 2003 to, and including, the Ninth Amendment Effective Date.. 4. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement solely as a result of the failure by Holdings to comply with Section 3.22 of the Holdings Guaranty for the period from, and including, April 1, 2003 to, and including, the Ninth Amendment Effective Date. 5. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement solely as a result of the failure by Holdings to comply with Section 4.16 of the Holdings Guaranty for the period from, and including April 2, 2003 to, and including, the Ninth Amendment Effective Date. 6. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement solely as a result of the failure of the Account Party to pay the Letter of Credit Fees due and payable on March 31, 2003 under Section 3.01(c) of the Credit Agreement for the period from, and including March 31, 2003 to, and including, the Ninth Amendment Effective Date. B. Amendments 1. Schedule I to the Credit Agreement is hereby amended by deleting the date "April 1, 2003" appearing in the definition of "Consolidated Tangible Net Worth" and inserting the date "August 1, 2003" in lieu thereof. -2- 2. The definition of "Credit Documents" appearing in Schedule I to the Credit Agreement is hereby amended by inserting the text "and each Additional Guaranty" at the end thereof. 3. The definition of "Credit Party" appearing in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Credit Party" shall mean each U.S. Credit Party and each Foreign Credit Party. 4. The definition of "Foreign Credit Party" appearing in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "Foreign Credit Party" shall mean Holdings, the Account Party and each Foreign Subsidiary of Holdings which is party to a Subsidiary Guaranty. 5. The definition of "Subsidiary Guaranty" appearing in Schedule I to the Credit Agreement is hereby amended by (i) deleting the word "and" immediately following the text "U.S. Subsidiary Guaranty" and inserting a comma in lieu thereof and (ii) and inserting the text "and each Additional Guaranty" immediately preceding the period at the end of said definition. 6. The definition of "U.S. Credit Party" appearing in Schedule I to the Credit Agreement is hereby amended to read in its entirety as follows: "U.S. Credit Party" shall mean the Borrower and each Subsidiary of Holdings which is organized under the laws of the United States or any State or territory thereof and is party to a Subsidiary Guaranty. 7. Section I of the Credit Agreement is hereby further amended by inserting the following new defined term in the appropriate alphabetical order: "Additional Guaranties" shall have the meaning provided in Section 3.17(c) of the Holdings Guaranty. C. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Ninth Amendment, each of the Borrower and each Account Party hereby represent and warrant on behalf of themselves and their respective Subsidiaries that (i) the representations and warranties of Holdings contained in Section 2 of the Holdings Guaranty are true and correct in all material respects on and as of the Ninth 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 Ninth Amendment Effective Date after giving effect to this Ninth Amendment. 2. This Ninth 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- 3. THIS NINTH 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 Ninth Amendment shall become effective on the date (the "Ninth Amendment Effective Date") when each of the following conditions have been satisfied: (i) the Borrower, each 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; (ii) the Account Party shall have paid to the Administrative Agent for distribution to each Lender the Letter of Credit Fees due and payable on March 31, 2003 pursuant to Section 3.01(c) of the Credit Agreement; and (iii) Holdings and the Required Banks have consented to the Tenth Amendment and Consent to the Holdings Guaranty, dated as of April 8, 2003; provided that to the extent that the Second Supplemental Indenture, dated April 1, 2003, among the Borrower and the parties thereto, which shall be on the same terms and conditions as the Draft Indenture (the "Second Supplemental Indenture"), is not in full force and effect within one business day after the effectiveness of this Ninth Amendment, this Ninth Amendment shall be rescinded and shall be null and void with none of the consents, waivers or amendments contained herein to have any effect whatsoever and with the Banks having the same rights and remedies in connection with the Credit Documents as if this Ninth Amendment was never effective. 5. From and after the Ninth 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. 6. Holdings, the Borrower and each Account Party acknowledge and agree that the execution and delivery by the Administrative Agent and the Banks of this Ninth Amendment shall not be deemed (i) to create a course of dealing or otherwise obligate the Administrative Agent or the Banks to forebear or execute similar waivers, amendments or agreements under the same or similar circumstances in the future, or (ii) to modify, relinquish or impair any right of the Administrative Agent or the Banks to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Ninth Amendment. 7. EACH CREDIT PARTY, ON BEHALF OF ITSELF, AND ALL PERSONS AND ENTITIES CLAIMING BY, THROUGH, OR UNDER ANY ONE OR MORE OF THEM, HEREBY JOINTLY AND SEVERALLY RELEASES, WAIVES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, EACH BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AFFILIATES, REPRESENTATIVES AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASEES"), OF, FROM, AND WITH RESPECT TO ANY AND ALL MANNER OF ACTION AND ACTIONS, CAUSE AND CAUSES OF ACTIONS, SUITS, DISPUTES, CLAIMS AND DEFENSES, COUNTERCLAIMS AND/OR LIABILITIES, CROSS CLAIMS, AND DEFENSES, THAT -4- ARE KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST OR PRESENT, ASSERTED OR UNASSERTED, CONTINGENT OR LIQUIDATED, WHETHER OR NOT WELL FOUNDED IN FACT OR LAW, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, AT LAW OR IN EQUITY, BASED UPON, RELATING TO OR ARISING OUT OF ANY AND ALL TRANSACTIONS, RELATIONSHIPS OR DEALINGS WITH, OR LOANS MADE OR LETTERS OF CREDIT ISSUED TO THE BORROWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS PURSUANT TO THE CREDIT DOCUMENTS PRIOR TO THE DATE HEREOF WHICH THE BORORWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS HAD, NOW HAVE OR MAY CLAIM TO HAVE AGAINST THE ADMINISTRATIVE AGENT, THE BANK OR ANY OTHER RELEASEE. 8. The respective rights, powers and remedies of the Administrative Agent and the Banks in the Credit Agreement and in the other Credit Documents are cumulative and not exclusive of any right, power or remedy provided in the Credit Documents, by law or equity and no failure or delay on the part of the Administrative Agent or the Banks in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. Other than as set forth in this Ninth Amendment, nothing contained in this Ninth Amendment or in any prior communications between or among the Credit Parties, the Administrative Agent and the Banks shall constitute a waiver or modification of any rights or remedies that the Administrative Agents or the Banks may have under the Credit Documents and applicable law. The Administrative Agent and the Banks expressly reserve and preserve all of their rights and remedies available to them under the Credit Documents, applicable law or otherwise. * * * -5- IN WITNESS WHEREOF, the undersigned have caused this Ninth Amendment to be duly executed and delivered as of the date first above written. TRENWICK AMERICA CORPORATION By: /s/ David M. Finkelstein --------------------------------- Name: David M. Finkelstein Title: Vice President & Treasurer TRENWICK HOLDINGS LIMITED By: /s/ Alan L. Hunte --------------------------------- Name: Alan L. Hunte Title: Director TRENWICK UK HOLDINGS LIMITED By: /s/ Alan L. Hunte --------------------------------- Name: Alan L. Hunte Title: Director TRENWICK GROUP LTD. By: /s/ Alan L. Hunte --------------------------------- Name: Alan L. Hunte Title: Chief Financial Officer [NAME OF LENDER] By: --------------------------------- Name: Title: [Signature Page to the Ninth Amendment and Waiver to the Credit Agreement] EX-99.6 8 d55194_ex99-6.txt 10TH AMENDMENT & CONSENT TO THE HOLDINGS GUARANTY Exhibit 99.6 TENTH AMENDMENT AND CONSENT TO THE HOLDINGS GUARANTY TENTH AMENDMENT AND CONSENT TO THE HOLDINGS GUARANTY (the "Tenth Amendment"), dated as of April 8, 2003, 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 "Trenwick Holdings"), the lending institutions from time to time party thereto (each a "Bank" and, collectively, the "Banks"), Wachovia Bank, National Association (f/k/a 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. Consent 1. Notwithstanding anything to the contrary contained in the Credit Agreement or the Holdings Guaranty, the Banks hereby consent to (i) the amendments and modifications to the Trenwick Senior Notes on the terms and conditions set forth in the draft Second Supplemental Indenture to the Trenwick Senior Notes (the "Draft Indenture"), dated as of April 1, 2003 and attached hereto as Annex A, and (ii) the payment by the Borrower of $2,512,500 of accrued and unpaid interest required to be paid pursuant to the Trenwick Senior Notes on April 1, 2003; provided, however, the parties hereto hereby agree that the interest payment consented to in this clause (ii) may not be made until the Second Supplemental Indenture (as defined below) has been delivered to the Administrative Agent and is in full force and effect. B. Amendments 1. Section 3.01 of the Holdings Guaranty is hereby amended by inserting the following new subclause (t) immediately following subclause (s) thereof: "(t) Run Off Reports. As soon as available, a copy of any written reports or other material information prepared by any representative of the holders of the Trenwick Senior Notes retained by Holdings and delivered either to a regulatory authority (unless such disclosure is prohibited by such regulatory authority) or the Senior Note Holders. 2. Section 3.13(b) of the Holdings Guaranty is hereby amended by redesignating clause (ii) appearing therein as clause (iii) and inserting the following new clause (ii) immediately after the end of clause (i) thereof: "(ii) any Credit Party that the Administrative Agent determines in its reasonable discretion would not be in the Renewing Banks' interest to have authorize, execute and deliver the U.S. Pledge Agreement" 3. Section 3.13(b) of the Holdings Guaranty is hereby further amended by inserting the text "or similar agreement or agreements" immediately after the text "Each pledge agreement" appearing therein. 4. Section 3.14 of the Holdings Guaranty is hereby amended by redesignating clause (iv) appearing therein as clause (v) and inserting the following new clause (iv) immediately after the end of clause (iii) thereof: ", (iv) any Subsidiary of Holdings that the Administrative Agent determines in its reasonable discretion would not be in the Renewing Banks' interest to have authorize, execute and deliver a Guaranty" 5. Section 3.15 of the Holdings Guaranty is hereby amended by (x) inserting the reference "(i)" immediately preceding the text "where Legal Requirements" and (y) inserting the following text at the end of the first parenthetical appearing in said Section: "and (ii) that the Administrative Agent determines in its reasonable discretion would not be in the Renewing Banks' interest to have authorize, execute and deliver the U.S. Security Agreement" 6. Section 3.16 of the Holdings Guaranty is hereby amended by (x) inserting the reference "(i)" immediately preceding the text "where Legal Requirements" and (y) inserting the following text at the end of the first parenthetical appearing in said Section: -2- "and (ii) that the Administrative Agent determines in its reasonable discretion would not be in the Renewing Banks' interest to have authorize, execute and deliver a Foreign Security Agreement" 7. Section 3.17(c) of the Holdings Guaranty is hereby amended by (i) deleting the first parenthetical in its entirety appearing therein and inserting the parenthetical "(and/or such additional or alternative guarantees as may be determined necessary or desirable by the Administrative Agent in accordance with the criteria described in Section 3.14 hereof, each such additional or alternative guaranty, an "Additional Guaranty", and collectively, the "Additional Guaranties")" in lieu thereof and (ii) deleting the text "modified Subsidiaries Guaranty" appearing in the further proviso thereof and inserting the text "Additional Guaranty" in lieu thereof. 8. Section 3.18 of the Holdings Guaranty is hereby amended by deleting the text "April 4, 2003" appearing therein and inserting the text "April 25, 2003" in lieu thereof. 9. Section 3.22 of the Holdings Guaranty is hereby amended by deleting the text "March 1, 2003" appearing therein and inserting the text "July 15, 2003" in lieu thereof. 10. Section 4.02(a) of the Holdings Guaranty is hereby amended by inserting the text, "(s) ReCor Insurance Company Inc. may merge with INSCORP if INSCORP is the surviving corporation of such merger" immediately preceding clause (t) appearing in the proviso thereof. 11. Schedule I to the Holdings Guaranty is hereby amended by deleting the date "April 1, 2003" appearing in the definition of "Consolidated Tangible Net Worth" and inserting the date "August 1, 2003" in lieu thereof. 12. The definition of "Credit Documents" appearing in Schedule I to the Holdings Guaranty is hereby amended by inserting the text "and each Additional Guaranty" at the end thereof. 13. The definition of "Credit Party" appearing in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "Credit Party" shall mean each U.S. Credit Party and each Foreign Credit Party. 14. The definition of "Foreign Credit Party" appearing in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "Foreign Credit Party" shall mean Holdings, the Account Party and each Foreign Subsidiary of Holdings which is party to a Subsidiary Guaranty. 15. The definition of "Subsidiary Guaranty" appearing in Schedule I to the Holdings Guaranty is hereby amended by (i) deleting the word "and" immediately following the text "U.S. Subsidiary Guaranty" and inserting a comma in lieu thereof and (ii) and inserting the text "and each Additional Guaranty" immediately preceding the period at the end of said definition. -3- 16. The definition of "U.S. Credit Party" appearing in Schedule I to the Holdings Guaranty is hereby amended to read in its entirety as follows: "U.S. Credit Party" shall mean the Borrower and each Subsidiary of Holdings which is organized under the laws of the United States or any State or territory thereof and is party to a Subsidiary Guaranty. 17. Section I of the Holdings Guaranty is hereby further amended by inserting the following new defined term in the appropriate alphabetical order: "Additional Guaranties" shall have the meaning provided in Section 3.17(c) of the Holdings Guaranty. C. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Tenth 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 Tenth 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 Tenth Amendment Effective Date (as defined below) after giving effect to this Tenth Amendment. 2. This Tenth 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 TENTH 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 Tenth Amendment shall become effective on the date (the "Tenth 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, (ii) the Borrower, each Account Party and the Required Banks shall have consented to the Ninth Amendment and Waiver to the Credit Agreement, dated as of April 8, 2003; provided that to the extent that the Second Supplemental Indenture, dated April 1, 2003, among the Borrower and the parties thereto, which shall be on the same terms and conditions as the Draft Indenture (the "Second Supplemental Indenture"), is not in full force and effect within one business day after the effectiveness of this Tenth Amendment, this Tenth Amendment shall be rescinded and shall be null and void with none of the consents, waivers or amendments contained herein to have any effect whatsoever and with the Banks having the same rights and remedies in connection with the Credit Documents as if this Tenth Amendment was never effective. -4- 5. From and after the Tenth 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 Tenth Amendment to be duly executed and delivered as of the date first above written. TRENWICK GROUP LTD. By: /s/ Alan L. Hunte --------------------------- Name: Alan L. Hunte Title: Chief Financial Officer [NAME OF LENDER] By: --------------------------- Name: Title: [Signature Page to the Tenth Amendment to the Holdings Guaranty] EX-99.7 9 d55194_ex99-7.txt PRESS RELEASE OF TRENWICK GROUP LTD. Exhibit 99.7 [LETTERHEAD OF TRENWICK GROUP LTD.] For Immediate Release Trenwick Group Ltd. Announces Definitive Agreement with Beneficial Holders of 6.70% Senior Notes and Letter of Credit Banks to Waive Default and to Extend Maturity Date Until August 1, 2003 Hamilton, Bermuda, April 9, 2003... Trenwick Group Ltd. ("Trenwick")(OTC: TWKGF) stated today that it has reached a definitive agreement with the beneficial holders (the "Senior Noteholders") of the 6.70% Senior Notes (the "Senior Notes") of its wholly owned subsidiary, Trenwick America Corporation ("Trenwick America"), to extend the maturity date of the Senior Notes until August 1, 2003 and to waive the default occasioned when Trenwick America failed to pay principal and interest on the Senior Notes on April 1, 2003. Under the terms of the agreement, Trenwick America has paid to the Senior Noteholders all interest accrued through April 1, 2003, in the amount of $2,512,500.00. Trenwick also stated that the terms of the agreement have been approved by the banks that have issued letters of credit on behalf of subsidiaries of Trenwick in support of its Lloyd's operations under a senior secured credit facility. In addition, Trenwick stated that the letter of credit banks have waived the default under the senior secured credit facility which arose as a result of Trenwick America's failure to pay principal and interest on the Senior Notes on April 1, 2003. Background Information Trenwick is a Bermuda-based specialty insurance and reinsurance underwriting organization with two principal businesses operating through its subsidiaries located in the United States, the United Kingdom and Bermuda. Trenwick's reinsurance business provides treaty reinsurance to insurers of property and casualty risks from offices in the United States. Trenwick's operations at Lloyd's of London underwrite specialty insurance as well as treaty and facultative reinsurance on a worldwide basis. In 2002, Trenwick voluntarily placed into runoff its U.S. specialty program business and its specialty London market insurance company, Trenwick International Limited, and sold the in-force business of LaSalle Re Limited, its Bermuda based subsidiary. Safe Harbor for Forward-Looking Statements Certain statements made in this press release that are not based on current or historical facts are forward-looking in nature including, without limitation, statements containing words "believes," "anticipates," "plans," "projects," "intends," "expects," "estimates," "predicts," and words of similar import. Such forward-looking statements, including in particular Trenwick's forecast of future results, involve known and unknown risks, assumptions, uncertainties, and other factors disclosed in Trenwick's filings with the Securities and Exchange Commission that may cause actual results, performance, or achievements of Trenwick to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. In particular, forecasting of reserves for future losses is based on historical experience and future assumptions. As a result they are inherently subjective and may fluctuate based on actual future experience and changes to current or future trends in the legal, social or economic environment. Trenwick undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. EX-99.8 10 d55194_ex99-8.txt SECOND SUPPLEMENTAL INDENTURE Exhibit 99.8 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of April 1, 2003, among Trenwick America Corporation, a Delaware corporation (as successor to Trenwick Group Inc., the "Company") and Bank One Trust Company, NA, a national banking association (as successor in interest to The First National Bank of Chicago, the "Trustee"). W I T N E S S E T H : WHEREAS, the Company and the Trustee are party to that certain Indenture, dated as of March 27, 1998 (as amended, supplemented or otherwise modified by the First Supplemental Indenture, dated as of September 27, 2000, among the Company and the Trustee, the "Indenture"), pursuant to which the Company issued and sold those certain $75 million aggregate principal amount (the "Principal Amount") of 6.70% Senior Notes due April 1, 2003 (the "Senior Notes"); WHEREAS, the Company desires, and, pursuant to Section 9.02(b) of the Indenture, the beneficial and/or record holders of 100% of the outstanding Principal Amount of Senior Notes have consented, to extend the Stated Maturity from April 1, 2003 to August 1, 2003 and to take the other actions provided for herein; WHEREAS, the Company has requested that the Trustee to join with it in the execution and delivery of this Second Supplemental Indenture for the purpose described hereinabove; and WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company and the Trustee and a valid supplement to the Indenture have been done; NOW, THEREFORE, for and in consideration of the premises, it is hereby agreed as follows: 1. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Indenture. 2. Amendments: (a) Section 1.01 of the Indenture is hereby amended by deleting the definition of "Stated Maturity" in its entirety and replacing it with the following: "Stated Maturity" shall mean August 1, 2003. (b) Section 2.06(a) of the Indenture is hereby deleted in its entirety and the following inserted in lieu thereof: (a) Each Note will bear interest at the rate of 6.70% per annum (the "Coupon Rate") from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance, until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the Coupon Rate, compounded semi-annually, payable semi-annually in arrears on April 1 and October 1 of each year (each, an "Interest Payment Date") commencing on October 1, 1998, to the Person in whose name such Note is registered on the books of the Company at the close of business on the Regular Record Date for such interest installment. In addition, the Company shall pay, and there shall be due, on the Stated Maturity all interest on the Notes accrued and unpaid as of the Stated Maturity. (c) The form of Note attached to the Indenture as Exhibit A is amended by (I) substituting "August 1, 2003: for "April 1, 2003" in the title of such Note and (II) deleting the first sentence of the first paragraph thereof (other than any legends) and substituting the following in lieu thereof: Trenwick Group, Inc., a Delaware corporation (the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________________ U.S. dollars ($_______) on August 1, 2003 (the "Stated Maturity") and to pay interest (I) on the outstanding principal amount hereof from March 27, 1998, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, (x) semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 1998 and (y) at the Stated Maturity, (II) semi-annually in arrears on each Interest Payment Date on any overdue principal, and (III) (without duplication and to the extent that payment of such interest is enforceable under applicable law) semi-annually in arrears on each Interest Payment Date on any overdue installment of interest, at the rate of 6.70% per annum until the principal hereof shall have become due and payable. (d) Section 5.01(d) of the Indenture is amended by deleting therefrom the phrase "and (C) without such Indebtedness having been discharged or such acceleration having been rescinded or annulled within a period of 30 days after notice to the Company by the Trustee as specified below" 3. The Notes outstanding on the date hereof are hereby, without any further action required on the part of any other Person, deemed to be automatically amended to conform to and have the terms provided in Exhibit A to the Indenture, as amended by this Supplemental Indenture (except that the principal amount and the payee of each outstanding Note shall remain unchanged). Any Note issued on or after the date hereof shall be in the form of Exhibit A to the Indenture as so amended. 4. Any Event of Default that may arise under the Indenture as a result of the failure by the Company to make payment of principal when due and payable on April 1, 2003 is hereby waived. 5. This Supplemental Indenture is limited to its express terms and shall not constitute or be construed as an amendment, modification, acceptance or waiver of any other provision of the Indenture. 6. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. 7. This Supplemental Indenture may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument. Delivery of an executed counterpart of a signature page of this Supplemental Indenture by facsimile shall be effective as delivery of a manually executed counterpart. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] IN WITNESS WHEREOF, the undersigned have caused this Second Supplemental Indenture to be duly executed and delivered as of the date first above written. TRENWICK AMERICA CORPORATION By: /s/ David M. Finkelstein ----------------------------- Name: David M. Finkelstein Title: Vice President & Treasurer BANK ONE TRUST COMPANY, NA, as Trustee By: /s/ Mary R. Fonti ----------------------------- Name: Mary R. Fonti Title: Vice President THE FOREGOING SECOND SUPPLEMENTAL INDENTURE IS HEREBY CONSENTED TO, EFFECTIVE APRIL 1, 2003, BY: J.C. WATERFALL, BENEFICIAL AND/OR in his individual capacity RECORD HOLDER OF $3,000,000 OF SENIOR NOTES /s/ J C Waterfall - -------------------------------- ARCH APLIN, BENEFICIAL AND/OR in his individual capacity RECORD HOLDER OF $1,000,000 OF SENIOR NOTES /s/ Arch Aplin - -------------------------------- THE RAPTOR GLOBAL PORTFOLIO LTD. BENEFICIAL AND/OR RECORD HOLDER OF $5,166,000 OF SENIOR By: /s/ William T. Flaherty NOTES ----------------------------- Name: William T. Flaherty Title: Managing Director THE TUDOR BVI GLOBAL PORTFOLIO LTD. BENEFICIAL AND/OR RECORD HOLDER OF $847,000 OF SENIOR By: /s/ William T. Flaherty NOTES -------------------------------- Name: William T. Flaherty Title: Managing Director THE ALTAR ROCK FUND L.P. BENEFICIAL AND/OR RECORD HOLDER OF $29,000 OF SENIOR By: /s/ William T. Flaherty NOTES -------------------------------- Name: William T. Flaherty Title: Managing Director TUDOR PROPRIETARY TRADING, L.L.C. BENEFICIAL AND/OR RECORD HOLDER OF $458,000 OF SENIOR By: /s/ William T. Flaherty NOTES -------------------------------- Name: William T. Flaherty Title: Managing Director TEJAS SECURITIES GROUP, INC. BENEFICIAL AND/OR RECORD HOLDER OF $6,500,000 OF SENIOR By: /s/ Morris D. Weiss NOTES ------------------------------- Name: Morris D. Weiss Title: Managing Director, Investment Strategies LOEB PARTNERS CORPORATION BENEFICIAL AND/OR (for itself and for accounts over which RECORD HOLDER OF it has management discretion) $3,000,000 OF SENIOR NOTES By: /s/ Gideon J. King ------------------------------- Name: Gideon J. King Title: Executive Vice President MBIA INSURANCE CORPORATION BENEFICIAL HOLDER OF $55,000,000 OF SENIOR NOTES By: /s/ Richard Weill ------------------------------- Name: Richard Weill Title: Vice Chairman EX-99.9 11 d55194_ex99-9.txt LETTER AGREEMENT, DATED AS OF APRIL 1, 2003 Exhibit 99.9 Trenwick Group Ltd. The LOM Building Tel 441.292.4985 27 Reid Street Fax 441.292.4878 Hamilton HM 11 Bermuda Trenwick America Corporation One Canterbury Green Tel 203.353.5500 Stamford, CT 06901 Fax 203.353.5550 TRENWICK April 1, 2003 - -------------------------------------------------------------------------------- Mr. J.C. Waterfall Tudor Proprietary Trading, L.L.C. c/o Morgen Waterfall Vintiadis c/o Tudor Investments Corp. Rockefeller Center 50 Rowes Wharf, 6th Floor 600 Fifth Avenue, 27th Floor Boston, MA 02110 New York, NY 10020 - -------------------------------------------------------------------------------- Mr. Arch Aplin MBIA Insurance Corporation c/o Buc'ees 113 King Street 327 Highway 2004 Armonk, New York 10504 Lake Jackson, TX 77566 Attn: Mr. James H. Maitland - -------------------------------------------------------------------------------- The Raptor Global Portfolio Ltd. Tejas Securities Group, Inc. c/o Tudor Investments Corp. 2700 Via Fortuna, Suite 400 50 Rowes Wharf, 6th Floor Austin, Texas 78746 Boston, MA 02110 Attn: Mr. Morris D. Weiss - -------------------------------------------------------------------------------- The Tudor BVI Global Portfolio Ltd. Loeb Partners Corporation c/o Tudor Investments Corp. 61 Broadway 50 Rowes Wharf, 6th Floor New York, New York 10006 Boston, MA 02110 Attn: Mr. Gideon King - -------------------------------------------------------------------------------- The Altar Rock Fund L.P. c/o Tudor Investments Corp. 50 Rowes Wharf, 6th Floor Boston, MA 02110 - ------------------------------------------------------- ------------------------ Re: $75,000,000 of 6.70% Senior Notes due April 1, 2003 Gentlemen: Reference is made to that certain Indenture dated as of March 27, 1998 (as amended, supplemented or otherwise modified by the First Supplemental Indenture, dated as of September 27, 2000, among Trenwick Group Inc. and Bank One Trust Company, NA (as successor in interest to The First National Bank of Chicago, the "Trustee"), the "Indenture"), among Trenwick America Corporation (as successor to Trenwick Group Inc., the "Company") and the Trustee, pursuant to which the Company issued and sold those certain $75 million aggregate principal amount of 6.70% Senior Notes due April 1, 2003 (the "Senior Notes"). This letter agreement (the "Letter Agreement") is entered into in connection with that certain Second Supplemental Indenture, dated as of April 1, 2003, among the Company and the Trustee (the "Second Supplemental Indenture"). Mr. J.C. Waterfall ("Waterfall"), Mr. Arch Aplin ("Aplin"), The Raptor Global Portfolio Ltd. ("Raptor"), The Tudor BVI Global Portfolio Ltd. ("Tudor Global"), The Altar Rock Fund L.P. ("Altar"), Tudor Proprietary Trading, L.L.C. ("Tudor"), Tejas Securities Group, Inc. ("Tejas") and Loeb Partners Corporation ("Loeb"), in the aggregate, are the beneficial and/or record holders of $20 million aggregate principal amount of the Senior Notes (collectively, in such capacity, the "Noteholders"). This Letter Agreement constitutes the consent of Waterfall, Aplin, Raptor, Tudor Global, Altar, Tudor, Tejas and Loeb, as Noteholders, to the amendments and waiver set forth in the Second Supplemental Indenture. A default has occurred with respect to the Senior Notes, as the outstanding principal amount thereof has not been paid when due. MBIA Insurance Corporation ("MBIA") has remitted payment to the Custodian (as defined in the Wrap Policies), in accordance with the terms of those certain MBIA Financial Guaranty Insured Bond Certificate Insurance Policies, numbers 263770, 273270 and 274090 (the "Wrap Policies"), relating to $55 million aggregate principal amount of the Senior Notes. Accordingly, MBIA has become the beneficial holder of the $55 million aggregate principal amount of the Senior Notes related to the Wrap Policies (in such capacity, a "Noteholder") and this Letter Agreement constitutes MBIA's consent to the amendments and waiver set forth in the Second Supplemental Indenture as a Noteholder. The consent by MBIA, and the Noteholders represents the consent of the beneficial and/or record holders of 100% of the aggregate principal amount of the Senior Notes (collectively, in such capacity, the "Senior Noteholders"). Simultaneously with the execution and delivery of the Second Supplemental Indenture by the Trustee and you and this Letter Agreement by you, the Company will deposit with the Trustee for payment to the Senior Noteholders interest due and payable on the Senior Notes in the amount of $2,512,500.00. From the date hereof until August 1, 2003, a representative of MBIA reasonably acceptable to the Company will be allowed to attend meetings of the Board of Directors of Trenwick Group Limited (the "Board") as an observer (the "Observer"). We understand that MBIA has proposed Mr. Michael A. Coutu as its initial designee to be the Observer and the Company and Trenwick Group Limited accept this designation. It is understood that from time to time, the Observer would be excused by the Board, at the sole discretion of the Board, from portions of Board meetings when members of the Board believe that a matter being discussed could involve a conflict of interest with the Observer or any of the Senior Noteholders. In addition, Trenwick Group Limited will negotiate in good faith a consulting agreement with Mr. Michael A. Coutu for the period from the date hereof through August 1, 2003. This Letter Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof. This Letter Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument. Delivery of an executed counterpart of a signature page of this Letter Agreement by facsimile shall be effective as delivery of a manually executed counterpart. This Letter Agreement is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any provision of the Indenture. Kindly confirm your consent to the foregoing by signing the enclosed counterpart of this Letter Agreement and returning it to us. TRENWICK AMERICA CORPORATION By: /s/ David M. Finkelstein ---------------------------------- Name: David M. Finkelstein Title: Vice President & Treasurer TRENWICK GROUP LIMITED By: /s/ Alan L. Hunte ---------------------------------- Name: Alan L. Hunte Title: Chief Financial Officer CONSENTED TO, ACCEPTED AND AGREED Effective as of the date hereof, by: J.C. WATERFALL, BENEFICIAL AND/OR in his individual capacity RECORD HOLDER OF $3,000,000 OF SENIOR /s/ J. C. Waterfall NOTES - ------------------------------------ ARCH APLIN, BENEFICIAL AND/OR in his individual capacity RECORD HOLDER OF $1,000,000 OF SENIOR NOTES /s/ Arch Aplin - ------------------------------------ THE RAPTOR GLOBAL PORTFOLIO LTD. BENEFICIAL AND/OR RECORD HOLDER OF $5,166,000 OF SENIOR By: /s/ William T. Flaherty NOTES --------------------------------- Name: William T. Flaherty Title: Managing Director THE TUDOR BVI GLOBAL PORTFOLIO LTD. BENEFICIAL AND/OR RECORD HOLDER OF $847,000 OF SENIOR By: /s/ William T. Flaherty NOTES --------------------------------- Name: William T. Flaherty Title: Managing Director THE ALTAR ROCK FUND L.P. BENEFICIAL AND/OR RECORD HOLDER OF $29,000 OF SENIOR By: /s/ William T. Flaherty NOTES --------------------------------- Name: William T. Flaherty Title: Managing Director TUDOR PROPRIETARY TRADING, L.L.C. BENEFICIAL AND/OR RECORD HOLDER OF $458,000 OF SENIOR By: /s/ William T. Flaherty NOTES --------------------------------- Name: William T. Flaherty Title: Managing Director TEJAS SECURITIES GROUP, INC. BENEFICIAL AND/OR RECORD HOLDER OF $6,500,000 OF SENIOR By: /s/ Morris D. Weiss NOTES --------------------------------- Name: Morris D. Weiss Title: Managing Director, Investment Strategies LOEB PARTNERS CORPORATION BENEFICIAL AND/OR (for itself and for accounts over which RECORD HOLDER OF it has management discretion) $3,000,000 OF SENIOR NOTES By: /s/ Gideon J. King --------------------------------- Name: Gideon J. King Title: Executive Vice President MBIA INSURANCE CORPORATION BENEFICIAL HOLDER OF $55,000,000 By: /s/ Richard Weill --------------------------------- Name: Richard Weill Title: Vice Chairman -----END PRIVACY-ENHANCED MESSAGE-----