THIRD 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 State Street Bank and Trust Company, 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 "Original Indenture"), dated as
of December 1, 1995, between Piedmont Management Company Inc. ("Piedmont") and
the Trustee, Piedmont issued its Contingent Interest Notes Due June 30, 2006
(collectively, the "Securities");
WHEREAS, on December 13, 1995, Piedmont merged with and into Chartwell
Re Corporation ("Chartwell"), and upon consummation of such merger (the
"Piedmont Merger"), all of the debts, liabilities, duties and obligations of
Piedmont became the debts, liabilities, duties and obligations of Chartwell,
including, without limitation, the debts, liabilities, duties and obligations of
Piedmont under the Original Indenture;
WHEREAS, on consummation of the Piedmont Merger, the assumption of the
debts, liabilities, duties and obligations of Piedmont under the Original
Indenture was evidenced by the execution and delivery by Piedmont, Chartwell and
the Trustee of a First Supplemental Indenture dated as of December 13, 1995 (the
"First Supplement");
WHEREAS, on October 27, 1999, Chartwell merged with and into Trenwick
(the "Chartwell Merger"), and upon consummation of the Chartwell Merger, all of
the debts, liabilities, duties and obligations of Chartwell became the debts,
liabilities, duties and obligations of Trenwick, including, without limitation,
the debts, liabilities, duties and obligations of Chartwell under the Original
Indenture, as amended by the First Supplement;
WHEREAS, on consummation of the Chartwell Merger, the assumption of the
debts, liabilities, duties and obligations of Chartwell under the Original
Indenture, as amended by the First Supplement, was evidenced by the execution
and delivery by Chartwell, Trenwick and the Trustee of a Second Supplemental
Indenture dated as of October 27, 1999 (the "Second Supplement" and the Original
Indenture, as so supplemented by the First Supplement and the Second Supplement,
the "Indenture");
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 substantially all of its assets and liabilities to Chartwell Re
Holdings Corporation ("Chartwell Re") and Chartwell Re will merge with and into
Trenwick America (the "Asset Transfer");
1
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 5.1 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 5.1 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, each stating that
the Asset Transfer and supplemental indenture in respect thereto comply with the
provisions described in the Indenture and that all conditions precedent provided
for in the Indenture relating to such transaction have been complied with;
WHEREAS, Section 5.2 of the Indenture provides in pertinent part that
upon the Asset Transfer, the successor Person to which Trenwick transferred
substantially all of its assets and liabilities 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 9.1 of the Indenture provides in pertinent part that
Trenwick and the Trustee may supplement the Indenture without the consent of any
Holder of a Security to provide for the assumption of Trenwick's obligations
under the Indenture to the Holders in the case of a transfer by Trenwick of
substantially all of its assets pursuant to Article 5 of the Indenture upon
request of Trenwick accompanied by a resolution of the Board of Directors of
Trenwick authorizing the execution of such supplemental indenture; and
WHEREAS, all things necessary to make this Supplemental Indenture and
the statements in the Officers' Certificate and opinion of Counsel delivered in
connection therewith 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
Holders of the Securities 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 Payment Amount and the performance of every
covenant, agreement and obligation on the part of Trenwick under the Indenture.
2
SECTION 2. Pursuant to Section 5.2 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 PIEDMONT
MANAGEMENT COMPANY INC., CHARTWELL RE CORPORATION AND TRENWICK
GROUP INC. UNDER THE INDENTURE, INCLUDING THE OBLIGATION TO
MAKE DUE AND PUNCTUAL PAYMENT OF THE PAYMENT AMOUNT (AS
DEFINED IN THE INDENTURE) AND THE PERFORMANCE OF EVERY
COVENANT, AGREEMENT AND OBLIGATION ON THE PART OF THE COMPANY
UNDER THE INDENTURE. REFERENCE IS HEREBY MADE TO THE THIRD
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.
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 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.
SECTION 7. This Supplemental Indenture shall become effective upon, and
simultaneously with, the effective time of the Asset Transfer.
3
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
Attest:
By: /s/ John V. Del Col
-----------------------
Name: John V. Del Col
Title: Senior Vice President
General Counsel and
Secretary
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr.
----------------------------------
Name: James F. Billett, Jr.
Title: Chairman, President and Chief
Executive Officer
Attest:
By: /s/ John V. Del Col
-----------------------
Name: John V. Del Col
Title: Senior Vice President,
General Counsel and
Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ Kathy A. Larimore
----------------------------------
Name: Kathy A. Larimore
Title: Assistant Vice President
Attest:
By: /s/ Susan T. Keller
-----------------------
Name: Susan T. Keller
Title: Vice President
4