FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of September 27, 2000, among Trenwick Group Inc., a Delaware corporation
("Trenwick"), Trenwick America Corporation, a Delaware corporation ("Trenwick
America") and The Chase Manhattan Bank, as trustee under the Indenture referred
to below (the "Trustee").
W I T N E S S E T H
WHEREAS, pursuant to the Indenture (the "Indenture"), dated as of
January 31, 1997, between Trenwick and the Trustee, Trenwick issued its 8.82%
Junior Subordinated Deferrable Interest Debentures (collectively, the
"Securities");
WHEREAS, Trenwick, LaSalle Re Holdings Limited, LaSalle Re Limited and
Trenwick Group Ltd. (formerly Gowin Holdings International Limited) have entered
into an Amended and Restated Agreement, Schemes of Arrangement and Plan of
Reorganization, dated as of March 20, 2000, in connection with which Trenwick
will transfer its property substantially as an entirety to Chartwell Re Holdings
Corporation, a Delaware corporation ("Chartwell Re") and Chartwell Re will merge
with and intoTrenwick America (the "Asset Transfer");
WHEREAS, upon consummation of the Asset Transfer, all of the debts,
liabilities, duties and obligations of Trenwick will become the debts,
liabilities, duties and obligations of Trenwick America, including without
limitation the debts, liabilities, duties and obligations of Trenwick under the
Indenture;
WHEREAS, Section 10.01 of the Indenture provides in pertinent part that
Trenwick may consummate the Asset Transfer and that, in the event thereof,
Trenwick America shall expressly assume, by supplemental indenture, executed and
delivered to the Trustee, all of the obligations of Trenwick under the
Indenture;
WHEREAS, Section 10.03 of the Indenture provides in pertinent part that
in connection with the Asset Transfer, Trenwick is required to deliver to the
Trustee an Officers' Certificate and an Opinion of Counsel stating that the
Asset Transfer and supplemental indenture in respect thereto comply with the
provisions described in Articles IX and X of the Indenture;
WHEREAS, Section 10.02 of the Indenture provides in pertinent part that
upon the Asset Transfer, the successor Person to which Trenwick transferred its
property substantially as an entirety, shall succeed to, and be substituted for,
and may exercise every right and power of Trenwick under the Indenture with the
same effect as if such successor Person had been named as Trenwick therein;
WHEREAS, Section 9.01 of the Indenture provides in pertinent part that
Trenwick and the Trustee may supplement the Indenture without the consent of any
Securityholder to provide for the assumption of Trenwick's obligations under the
Indenture to the Securityholders pursuant to Article X of the Indenture;
1
WHEREAS, all things necessary to make this Supplemental Indenture a
valid and binding agreement of Trenwick and Trenwick America in accordance with
its terms have been done;
NOW, THEREFORE, for and in consideration of the premises, it is
mutually covenanted and agreed for the equal and proportionate benefit of all
Securityholders as follows:
SECTION 1. Trenwick America hereby expressly assumes all of the
obligations of Trenwick under the Indenture, including the obligation to make
due and punctual payment of the principal of (and premium, if any) and interest
on the Securities according to their tenor and the due and punctual performance
and observance of all the covenants and conditions to be kept or performed by
the Company under the Indenture.
SECTION 2. Pursuant to Section 10.02 of the Indenture, Trenwick America
hereby succeeds to, and is substituted for, and may exercise every right and
power of Trenwick under the Indenture with the same effect as if Trenwick
America had been named as Trenwick therein.
SECTION 3. After the execution and delivery of this Supplemental
Indenture, any Securities authenticated and delivered in substitution for, or in
lieu of, Securities then outstanding and all Securities presented or delivered
to the Trustee on and after such date for such purpose shall be stamped, typed
or otherwise affixed with a notation as follows:
TRENWICK AMERICA CORPORATION, A DELAWARE CORPORATION, HAS
EXPRESSLY ASSUMED ALL OF THE OBLIGATIONS OF TRENWICK GROUP
INC. UNDER THE INDENTURE, INCLUDING THE OBLIGATION TO MAKE DUE
AND PUNCTUAL PAYMENT OF THE PRINCIPAL OF (AND PREMIUM, IF ANY)
AND INTEREST ON THE SECURITIES ACCORDING TO THEIR TENOR AND
THE DUE AND PUNCTUAL PERFORMANCE AND OBSERVANCE OF ALL THE
COVENANTS AND CONDITIONS TO BE KEPT OR PERFORMED BY THE
COMPANY UNDER THE INDENTURE. REFERENCE IS HEREBY MADE TO THE
FIRST SUPPLEMENTAL INDENTURE, DATED AS OF SEPTEMBER 27, 2000,
COPIES OF WHICH ARE ON FILE WITH THE TRUSTEE.
SECTION 4. The Trustee accepts this Supplemental Indenture and agrees
to execute the trust created by the Indenture as hereby supplemented upon the
terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities in the
performance of the trust created by the Indenture as hereby supplemented.
2
SECTION 5. The Indenture, supplemented as hereinabove set forth, is in
all respects ratified and confirmed, and the terms and conditions thereof,
supplemented as hereinabove set forth, shall be and remain in full force and
effect.
SECTION 6. The validity and sufficiency, as well as the recitals
contained in this Supplemental Indenture and the statements in the Officers'
Certificate and Opinion of Counsel delivered in connection herewith shall be
taken as statements of Trenwick America and Trenwick, and the Trustee shall have
no responsibility for their correctness, validity or sufficiency.
SECTION 7. This Supplemental Indenture shall become effective upon, and
simultaneously with, the effective time of the Asset Transfer.
SECTION 8. The internal laws of the State of New York shall govern this
Supplemental Indenture.
SECTION 9. This Supplemental Indenture may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 10. Capitalized terms not otherwise defined herein are defined
as set forth in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
TRENWICK AMERICA CORPORATION
By: /s/ James F. Billett, Jr.
----------------------------------
Name: James F. Billett, Jr.
Title: Chairman, President and Chief
Executive Officer
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr.
----------------------------------
Name: James F. Billett, Jr.
Title: Chairman, President and Chief
Executive Officer
THE CHASE MANHATTAN BANK, as Trustee
By: /s/ Richard Lorenzen
----------------------------------
Name: Richard Lorenzen
Title: Assistant Vice President
3