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