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EXHIBIT 4.7
TRENWICK GROUP INC.
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EXCHANGE CAPITAL SECURITIES GUARANTEE AGREEMENT
DATED AS OF , 1997
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TABLE OF CONTENTS
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ARTICLE I DEFINITIONS AND INTERPRETATION................................................ 1
SECTION 1.1 Definitions and Interpretation........................................ 1
ARTICLE II TRUST INDENTURE ACT.......................................................... 4
SECTION 2.1 Trust Indenture Act; Application...................................... 4
SECTION 2.2 List of Holders of Securities......................................... 4
SECTION 2.3 Reports by Exchange Capital Securities Guarantee Trustee.............. 4
SECTION 2.4 Periodic Reports to Exchange Capital Securities Guarantee Trustee..... 4
SECTION 2.5 Evidence of Compliance with Conditions Precedent...................... 5
SECTION 2.6 Events of Default; Waiver............................................. 5
SECTION 2.7 Event of Default; Notice.............................................. 5
SECTION 2.8 Conflicting Interests................................................. 5
ARTICLE III POWERS, DUTIES AND RIGHTS OF THE EXCHANGE CAPITAL SECURITIES GUARANTEE
TRUSTEE............................................................................... 5
SECTION 3.1 Powers and Duties of the Exchange Capital Securities Guarantee
Trustee............................................................... 5
SECTION 3.2 Certain Rights of Exchange Capital Securities Guarantee Trustee....... 7
SECTION 3.3 Not Responsible for Recitals or Issuance of Exchange Capital
Securities Guarantee.................................................. 8
ARTICLE IV EXCHANGE CAPITAL SECURITIES GUARANTEE TRUSTEE................................ 8
SECTION 4.1 Exchange Capital Securities Guarantee Trustee; Eligibility............ 8
SECTION 4.2 Appointment, Removal and Resignation of Exchange Capital Securities
Guarantee Trustee..................................................... 9
ARTICLE V GUARANTEE..................................................................... 9
SECTION 5.1 Guarantee............................................................. 9
SECTION 5.2 Waiver of Notice and Demand........................................... 10
SECTION 5.3 Obligations Not Affected.............................................. 10
SECTION 5.4 Rights of Holders..................................................... 10
SECTION 5.5 Guarantee of Payment.................................................. 11
SECTION 5.6 Subrogation........................................................... 11
SECTION 5.7 Independent Obligations............................................... 11
ARTICLE VI LIMITATION OF TRANSACTION; SUBORDINATION..................................... 11
SECTION 6.1 Limitation of Transactions............................................ 11
SECTION 6.2 Ranking............................................................... 12
ARTICLE VII TERMINATION................................................................. 12
SECTION 7.1 Termination........................................................... 12
ARTICLE VIII INDEMNIFICATION............................................................ 12
SECTION 8.1 Exculpation........................................................... 12
SECTION 8.2 Indemnification....................................................... 13
ARTICLE IX MISCELLANEOUS................................................................ 13
SECTION 9.1 Successors and Assigns................................................ 13
SECTION 9.2 Amendments............................................................ 13
SECTION 9.3 Notices............................................................... 14
SECTION 9.4 Benefit............................................................... 15
SECTION 9.5 Governing Law......................................................... 15
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EXCHANGE CAPITAL SECURITIES GUARANTEE AGREEMENT
This EXCHANGE CAPITAL SECURITIES GUARANTEE AGREEMENT (the "Exchange Capital
Securities Guarantee"), dated as of , 1997, is executed and delivered
by Trenwick Group Inc., a corporation existing under the laws of the State of
Delaware (the "Guarantor"), and The Chase Manhattan Bank, a New York banking
corporation, as trustee (the "Exchange Capital Securities Guarantee Trustee"),
for the benefit of the Holders (as defined herein) from time to time of the
Exchange Capital Securities (as defined herein) of Trenwick Capital Trust I, a
statutory business trust formed under the laws of the State of Delaware (the
"Issuer").
WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of January 31, 1997, executed by and among the Trustees
(as defined therein) and the Guarantor, as Sponsor, the Issuer issued on January
31, 1997, one hundred ten thousand (110,000) 8.82% Subordinated Capital Income
Securities (having an aggregate liquidation amount of one hundred ten million
U.S. dollars ($110,000,000)) (collectively, the "Old Capital Securities") and in
connection with an Exchange Offer (as defined in the Declaration) is executing
and delivering this Exchange Capital Securities Guarantee for the benefit of the
holders of the 8.82% Exchange Subordinated Capital Income Securities
(collectively, the "Exchange Capital Securities"); and
WHEREAS, as incentive for the Holders (as defined herein) to exchange their
Old Capital Securities for an equal aggregate liquidation amount of Exchange
Capital Securities, the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth in this Exchange Capital Securities Guarantee, to
pay to the Holders of the Exchange Capital Securities the Guarantee Payments (as
defined below). The Guarantor agrees to make certain other payments on the terms
and conditions set forth herein; and
WHEREAS, the Guarantor executed and delivered on January 31, 1997 a
guarantee agreement (the "Old Capital Securities Guarantee") with substantially
identical terms to this Exchange Capital Securities Guarantee, for the benefit
of the holders of the Old Capital Securities and a guarantee agreement ("Common
Securities Guarantee"), with substantially identical terms to this Exchange
Capital Securities Guarantee, for the benefit of the holders of the Common
Securities (as defined herein), except that if an Event of Default (as defined
in the Declaration) has occurred and is continuing, the rights of holders of the
Common Securities to receive Guarantee Payments under the Common Securities
Guarantee are subordinated, to the extent and in the manner set forth in the
Common Securities Guarantee, to the rights of Holders of Exchange Capital
Securities and the Old Capital Securities to receive Guaranty Payments under
this Exchange Capital Securities Guarantee and the Old Capital Securities
Guarantee, as the case may be.
NOW, THEREFORE, in consideration of the exchange by each Holder of its Old
Capital Securities for Exchange Capital Securities, which exchange the Guarantor
hereby acknowledges shall benefit the Guarantor, the Guarantor executes and
delivers this Exchange Capital Securities Guarantee for the benefit of the
Holders.
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1 Definitions and Interpretation
In this Exchange Capital Securities Guarantee, unless the context otherwise
requires:
(a) Capitalized terms used in this Exchange Capital Securities
Guarantee but not defined in the preamble above have the respective
meanings assigned to them in this Section 1.1;
(b) Terms defined in the Declaration as at the date of execution of
this Exchange Capital Securities Guarantee have the same meaning when used
in this Exchange Capital Securities Guarantee unless otherwise defined in
this Exchange Capital Securities Guarantee;
(c) a term defined anywhere in this Exchange Capital Securities
Guarantee has the same meaning throughout;
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(d) all references to "the Exchange Capital Securities Guarantee" or
"this Exchange Capital Securities Guarantee" are to this Exchange Capital
Securities Guarantee as modified, supplemented or amended from time to
time;
(e) all references in this Exchange Capital Securities Guarantee to
Articles and Sections are to Articles and Sections of this Exchange Capital
Securities Guarantee, unless otherwise specified;
(f) a term defined in the Trust Indenture Act of 1939, as amended
("Trust Indenture Act") has the same meaning when used in this Exchange
Capital Securities Guarantee, unless otherwise defined in this Exchange
Capital Securities Guarantee or unless the context otherwise requires; and
(g) a reference to the singular includes the plural and vice versa.
"Affiliate" has the meaning given to that term in Rule 405 under the
Securities Act of 1933, as amended, or any successor rule thereunder.
"Business Day" means any day other than a Saturday or a Sunday, or a day on
which banking institutions in The City of New York are authorized or required by
law or executive order to close.
"Exchange Capital Securities Guarantee Trustee" means The Chase Manhattan
Bank, a New York banking corporation, until a Successor Exchange Capital
Securities GuaranteeTrustee has been appointed and has accepted such appointment
pursuant to the terms of this Exchange Capital Securities Guarantee and
thereafter means each such Successor Exchange Capital Securities Guarantee
Trustee.
"Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.
"Corporate Trust Office" means the office of the Exchange Capital
Securities Guarantee Trustee at which the corporate trust business of the
Exchange Capital Securities Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this
Agreement is located at The Chase Manhattan Bank, 55 Water Street, Room 234,
North Building, New York, New York 10041.
"Covered Person" means any Holder or beneficial owner of Exchange Capital
Securities.
"Debentures" means the series of subordinated debt securities of the
Guarantor designated the 8.82% Junior Subordinated Deferrable Interest
Debentures due February 1, 2037 held by the Property Trustee (as defined in the
Declaration) of the Issuer.
"Exchange Debentures" means the series of subordinated debt securities of
the Guarantor designated the 8.82% Exchange Junior Subordinated Deferrable
Interest Debentures due February 1, 2037 held by the Property Trustee (as
defined in the Declaration) of the Issuer.
"Event of Default" means a default by the Guarantor on any of its payments
or other obligations under this Exchange Capital Securities Guarantee.
"Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Exchange Capital Securities, to the extent not
paid by or on behalf of the Issuer: (i) any accumulated and unpaid Distributions
(as defined in the Declaration) that are required to be paid on Exchange Capital
Securities to the extent the Issuer has funds on hand legally available therefor
at such time, (ii) the applicable Redemption Price (as defined in Annex I to the
Declaration) with respect to Exchange Capital Securities called for redemption,
to the extent the Issuer has funds on hand legally available therefor at such
time and (iii) upon a voluntary or involuntary termination and liquidation of
the Issuer (other than in connection with the distribution of Debentures to the
Holders in exchange for Exchange Capital Securities as provided in the
Declaration), the lesser of (a) the Liquidation Distribution (as defined in the
Declaration) and (b) the amount of assets of the Issuer remaining available for
distribution to Holders to the extent the Trust has funds on hand legally
available therefore at such time. If an Event of Default (as defined in the
Indenture) has occurred and is continuing, no guarantee payments under the
Common Securities Guarantee with respect to the Common Securities shall be made
until the Holders of Exchange Capital Securities and the Old Capital
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Securities shall be paid in full the Guarantee Payments to which they are
entitled under this Exchange Capital Securities Guarantee and the Old Capital
Securities Guarantee, as the case may be.
"Holder" means any holder, as registered on the books and records of the
Issuer, of any Exchange Capital Securities; provided, however, that, in
determining whether the holders of the requisite percentage of all Exchange
Capital Securities have given any request, notice, consent or waiver hereunder,
"Holder" shall not include the Guarantor or any Affiliate of the Guarantor.
"Indemnified Person" means the Exchange Capital Securities Guarantee
Trustee, any Affiliate of the Exchange Capital Securities Guarantee Trustee, or
any officers, directors, shareholders, members, partners, employees,
representatives, nominees, custodians or agents of the Exchange Capital
Securities Guarantee Trustee.
"Indenture" means the Indenture, dated as of January 31, 1997, between the
Guarantor (the "Debenture Issuer") and The Chase Manhattan Bank, as trustee,
pursuant to which the Debentures are to be issued to the Property Trustee.
"Majority in Liquidation Amount of the Capital Securities" means, except as
provided by the Trust Indenture Act, a vote by Holder(s) of all Exchange Capital
Securities, voting separately as a class, of more than 50% of the aggregate
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid Distributions
to the date upon which the voting percentages are determined) of all Exchange
Capital Securities.
"Officers' Certificate" means, with respect to any person, a certificate
signed by the Chairman, a Vice Chairman, the Chief Executive Officer, the
President, a Vice President (however designated), the Secretary or an Assistant
Secretary of the Guarantor. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Exchange Capital
Securities Guarantee shall include:
(a) a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definitions relating thereto;
(b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Certificate;
(c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant
or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.
"Other Debentures" means only those junior subordinated debentures issued
by the Guarantor from time to time and sold to trusts to be established by the
Guarantor (if any), which are in each case similar to the Issuer.
"Other Guarantees" means any guarantee now or hereafter to be entered into
by the Guarantor in respect to any capital securities or common securities of
any trust similar to the Issuer, or of any trustee of such trust, or of a
partnership or other entity affiliated with the Guarantor that is a financing
vehicle of the Guarantor.
"Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.
"Responsible Officer" when used with respect to the Exchange Capital
Securities Guarantee Trustee, means any officer of the Exchange Capital
Securities Guarantee Trustee with direct responsibility for the administration
of this Exchange Capital Securities Guarantee and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.
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"Successor Exchange Capital Securities Guarantee Trustee" means a successor
Exchange Capital Securities Guarantee Trustee possessing the qualifications to
act as Exchange Capital Securities Guarantee Trustee under Section 4.1.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.
ARTICLE II
TRUST INDENTURE ACT
SECTION 2.1 Trust Indenture Act; Application
This Exchange Capital Securities Guarantee is subject to the provisions of
the Trust Indenture Act that are required to be part of this Exchange Capital
Securities Guarantee and shall, to the extent applicable, be governed by such
provisions; and if and to the extent that any provision of this Exchange Capital
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.
SECTION 2.2 List of Holders of Securities
(a) The Guarantor shall provide the Exchange Capital Securities Guarantee
Trustee (unless the Exchange Capital Securities Guarantee Trustee is otherwise
the registrar of the Exchange Capital Securities) with a list, in such form as
the Exchange Capital Securities Guarantee Trustee may reasonably require, of the
names and addresses of the Holders of the Exchange Capital Securities ("List of
Holders") as of such date, (i) within one Business Day after each record date,
and (ii) at any other time within 30 days of receipt by the Guarantor of a
written request for a List of Holders as of a date no more than 14 days before
such List of Holders is given to the Exchange Capital Securities Guarantee
Trustee; provided, that the Guarantor shall not be obligated to provide such
List of Holders at any time when the List of Holders does not differ from the
most recent List of Holders given to the Exchange Capital Securities Guarantee
Trustee by the Guarantor. The Exchange Capital Securities Guarantee Trustee may
destroy any List of Holders previously given to it on receipt of a new List of
Holders.
(b) The Exchange Capital Securities Guarantee Trustee shall comply with its
obligations under Sections 311(a), 311(b) and Section 312(b) of the Trust
Indenture Act.
SECTION 2.3 Reports by Exchange Capital Securities Guarantee Trustee
Within 60 days after May 15 of each year, commencing May 15, 1997, the
Exchange Capital Securities Guarantee Trustee shall provide to the Holders of
the Exchange Capital Securities such reports as are required by Section 313 of
the Trust Indenture Act, if any, in the form and in the manner provided by
Section 313 of the Trust Indenture Act. The Exchange Capital Securities
Guarantee Trustee shall also comply with the requirements of Section 313(d) of
the Trust Indenture Act.
SECTION 2.4 Periodic Reports to Exchange Capital Securities Guarantee Trustee
The Guarantor shall provide to the Exchange Capital Securities Guarantee
Trustee such documents, reports and information as required by Section 314 (if
any) and the compliance certificate required by Section 314 of the Trust
Indenture Act in the form, in the manner and at the times required by Section
314 of the Trust Indenture Act. Delivery of such reports, information and
documents to the Exchange Capital Securities Guarantee Trustee is for
informational purposes only and the Exchange Capital Securities Guarantee
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Guarantor's compliance with any of its covenants
hereunder (as to which the Exchange Capital Securities Guarantee Trustee is
entitled to rely exclusively on Officers' Certificates).
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SECTION 2.5 Evidence of Compliance with Conditions Precedent
The Guarantor shall provide to the Exchange Capital Securities Guarantee
Trustee such evidence of compliance with any conditions precedent, if any,
provided for in this Exchange Capital Securities Guarantee that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.
SECTION 2.6 Events of Default; Waiver
The Holders of a Majority in Liquidation Amount of Exchange Capital
Securities may, by vote, on behalf of the holders of all of the Exchange Capital
Securities, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Exchange Capital Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.
SECTION 2.7 Event of Default; Notice
(a) The Exchange Capital Securities Guarantee Trustee shall, within 90 days
after the occurrence of a default with respect to this Exchange Capital
Securities Guarantee known to a Responsible Officer of the Exchange Capital
Securities Guarantee Trustee, mail by first class postage prepaid, to all
Holders of the Exchange Capital Securities, notices of all defaults actually
known to a Responsible Officer of the Exchange Capital Securities Guarantee
Trustee, unless such defaults have been cured before the giving of such notice,
provided, that, except in the case of default in the payment of any Guarantee
Payment, the Exchange Capital Securities Guarantee Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors and/or Responsible Officers of the
Exchange Capital Securities Guarantee Trustee in good faith determines that the
withholding of such notice is in the interests of the holders of the Exchange
Capital Securities.
(b) The Exchange Capital Securities Guarantee Trustee shall not be deemed
to have knowledge of any Event of Default unless the Exchange Capital Securities
Guarantee Trustee shall have received written notice, or a Responsible Officer
of the Exchange Capital Securities Guarantee Trustee charged with the
administration of the Declaration shall have obtained actual knowledge, of such
Event of Default.
SECTION 2.8 Conflicting Interests
The Declaration shall be deemed to be specifically described in this
Exchange Capital Securities Guarantee for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.
ARTICLE III
POWERS, DUTIES AND RIGHTS OF THE
EXCHANGE CAPITAL SECURITIES GUARANTEE TRUSTEE
SECTION 3.1 Powers and Duties of the Exchange Capital Securities Guarantee
Trustee
(a) This Exchange Capital Securities Guarantee shall be held by the
Exchange Capital Securities Guarantee Trustee for the benefit of the Holders,
and the Exchange Capital Securities Guarantee Trustee shall not transfer this
Exchange Capital Securities Guarantee to any Person except a Holder exercising
his or her rights pursuant to Section 5.4(b) or to a Successor Exchange Capital
Securities Guarantee Trustee upon acceptance by such Successor Exchange Capital
Securities Guarantee Trustee of its appointment to act as Successor Exchange
Capital Securities Guarantee Trustee. The right, title and interest of the
Exchange Capital Securities Guarantee Trustee shall automatically vest in any
Successor Exchange Capital Securities Guarantee Trustee, and such vesting and
succession of title shall be effective whether or not documents have
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been executed and delivered pursuant to the appointment of such Successor
Exchange Capital Securities Guarantee Trustees.
(b) If an Event of Default actually known to a Responsible Officer of the
Exchange Capital Securities Guarantee Trustee has occurred and is continuing,
the Exchange Capital Securities Guarantee Trustee shall enforce this Exchange
Capital Securities Guarantee for the benefit of the Holders.
(c) The Exchange Capital Securities Guarantee Trustee, before the
occurrence of any Event of Default and after the curing of all Events of Default
that may have occurred, shall undertake to perform only such duties as are
specifically set forth in this Exchange Capital Securities Guarantee, and no
implied covenants shall be read into this Exchange Capital Securities Guarantee
against the Exchange Capital Securities Guarantee Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section 2.6)
and is actually known to a Responsible Officer of the Exchange Capital
Securities Guarantee Trustee, the Exchange Capital Securities Guarantee Trustee
shall exercise such of the rights and powers vested in it by this Exchange
Capital Securities Guarantee, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
(d) No provision of this Exchange Capital Securities Guarantee shall be
construed to relieve the Exchange Capital Securities Guarantee Trustee from
liability for its own negligent action, its own negligent failure to act, to its
own willful misconduct, except that:
(i) prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Exchange Capital Securities
Guarantee Trustee shall be determined solely by the express provisions
of this Exchange Capital Securities Guarantee, and the Exchange Capital
Securities Guarantee Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth
in this Exchange Capital Securities Guarantee, and no implied covenants
or obligations shall be read into this Exchange Capital Securities
Guarantee against the Exchange Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Exchange Capital
Securities Guarantee Trustee, the Exchange Capital Securities Guarantee
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Exchange Capital Securities Guarantee Trustee
and conforming to the requirements of this Exchange Capital Securities
Guarantee; but in the case of any such certificates or opinions that by
any provision hereof are specifically required to be furnished to the
Exchange Capital Securities Guarantee Trustee, the Exchange Capital
Securities Guarantee Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this
Exchange Capital Securities Guarantee;
(ii) the Exchange Capital Securities Guarantee Trustee shall not be
liable for any error of judgment made in good faith by a Responsible
Officer of the Exchange Capital Securities Guarantee Trustee, unless it
shall be proved that the Exchange Capital Securities Guarantee Trustee was
negligent in ascertaining the pertinent facts upon which such judgment was
made;
(iii) the Exchange Capital Securities Guarantee Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders, of the Majority
in Liquidation Amount of the Exchange Capital Securities relating to the
time, method and place of conducting any proceeding for any remedy
available to the Exchange Capital Securities Guarantee Trustee, or
exercising any trust or power conferred upon the Exchange Capital
Securities Guarantee Trustee under this Exchange Capital Securities
Guarantee; and
(iv) no provision of this Exchange Capital Securities Guarantee shall
require the Exchange Capital Securities Guarantee Trustee to expend or risk
its own funds or otherwise incur personal financial liability
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in the performance of any of its duties or in the exercise of any of its
rights or powers, if the Exchange Capital Securities Guarantee Trustee
shall have reasonable grounds for believing that the repayment of such
funds or liability is not reasonably assured to it under the terms of this
Exchange Capital Securities Guarantee or indemnity, reasonably satisfactory
to the Exchange Capital Securities Guarantee Trustee, against such risk or
liability is not reasonably assured to it.
SECTION 3.2 Certain Rights of Exchange Capital Securities Guarantee Trustee
(a) Subject to the provisions of Section 3.1:
(i) The Exchange Capital Securities Guarantee Trustee may conclusively
rely, and shall be fully protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or documents reasonably believed by
it to be genuine and to have been signed, sent or presented by the proper
party or parties.
(ii) Any direction or act of the Guarantor contemplated by this
Exchange Capital Securities Guarantee may be sufficiently evidenced by an
Officers' Certificate.
(iii) Whenever, in the administration of this Exchange Capital
Securities Guarantee, the Exchange Capital Securities Guarantee Trustee
shall deem it desirable that a matter be proved or established before
taking, suffering or omitting any action hereunder, the Exchange Capital
Securities Guarantee Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request evidence
as to such matter from the Guarantor, which evidence shall be promptly
delivered by the Guarantor.
(iv) The Exchange Capital Securities Guarantee Trustee shall have no
duty to see to any recording, filing or registration of any instrument (or
any rerecording, refiling or registration thereof).
(v) The Exchange Capital Securities Guarantee Trustee may consult with
counsel of its selection, and the advise or opinion of such counsel with
respect to legal matters shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with such advice or opinion. Such
counsel may be counsel to the Guarantor or any of its Affiliates and may
include any of its employees. The Exchange Capital Securities Guarantee
Trustee shall have the right at any time to seek instructions concerning
the administration of this Exchange Capital Securities Guarantee from any
court of competent jurisdiction.
(vi) The Exchange Capital Securities Guarantee Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this
Exchange Capital Securities Guarantee at the request or direction of any
Holder, unless such Holder shall have provided to the Exchange Capital
Securities Guarantee Trustee such security and indemnity, reasonably
satisfactory to the Exchange Capital Securities Guarantee Trustee, against
the costs, expenses (including attorneys' fees and expenses and the
expenses of the Exchange Capital Securities Guarantee Trustee's agents,
nominees or custodians) and liabilities that might be incurred by it in
complying with such request or direction, including such reasonable
advances as may be requested by the Exchange Capital Securities Guarantee
Trustee; provided that, nothing contained in this Section 3.2(a)(vi) shall
be taken to relieve the Exchange Capital Securities Guarantee Trustee, upon
the occurrence of an Event of Default, of its obligation to exercise the
rights and powers vested in it by this Exchange Capital Securities
Guarantee in the case of an Event of Default.
(vii) The Exchange Capital Securities Guarantee Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document, but the Exchange Capital
Securities Guarantee Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit.
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(viii) The Exchange Capital Securities Guarantee Trustee may execute
any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, nominees, custodians or attorneys,
and the Exchange Capital Securities Guarantee Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.
(ix) Any action taken by the Exchange Capital Securities Guarantee
Trustee or its agents hereunder shall bind the Holders, and the signature
of the Exchange Capital Securities Guarantee Trustee or its agents alone
shall be sufficient and effective to perform any such action. No third
party shall be required to inquire as to the authority of the Exchange
Capital Securities Guarantee Trustee so to act or as to its compliance with
any of the terms and provisions of this Exchange Capital Securities
Guarantee, both of which shall be conclusively evidence by the Exchange
Capital Securities Guarantee Trustee's or its agent's taking such action.
(x) Whenever in the administration of this Exchange Capital Securities
Guarantee the Exchange Capital Securities Guarantee Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or
right or taking any other action hereunder, the Exchange Capital Securities
Guarantee Trustee (i) may request instructions from the Holders of the
Majority in Liquidation Amount of the Exchange Capital Securities, (ii) may
refrain from enforcing such remedy or right or taking such other action
until such instructions are received, and (iii) shall be protected in
conclusively relying on or acting in accordance with such instructions.
(xi) The Exchange Capital Securities Guarantee Trustee shall not be
liable for any action taken, suffered, or omitted to be taken by it in good
faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Exchange Capital
Securities Guarantee.
(b) No provision of this Exchange Capital Securities Guarantee shall be
deemed to impose any duty or obligation on the Exchange Capital Securities
Guarantee Trustee to perform any act or acts or exercise any right, power, duty
or obligation conferred or imposed on it in any jurisdiction in which it shall
be illegal, or in which the Exchange Capital Securities Guarantee Trustee shall
be unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Exchange Capital Securities
Guarantee Trustee shall be construed to be a duty.
SECTION 3.3 Not Responsible for Recitals or Issuance of Exchange Capital
Securities Guarantee
The recitals contained in this Exchange Capital Securities Guarantee shall
be taken as the statements of the Guarantor, and the Exchange Capital Securities
Guarantee Trustee does not assume any responsibility for their correctness. The
Exchange Capital Securities Guarantee Trustee makes no representation as to the
validity or sufficiency of this Exchange Capital Securities Guarantee.
ARTICLE IV
EXCHANGE CAPITAL SECURITIES GUARANTEE TRUSTEE
SECTION 4.1 Exchange Capital Securities Guarantee Trustee; Eligibility
(a) There shall at all times be an Exchange Capital Securities Guarantee
Trustee which shall:
(i) not be an Affiliate of the Guarantor; and
(ii) be a corporation organized and doing business under the laws of
the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or Person permitted by the
Securities and Exchange Commission to act as an institutional trustee under
the Trust Indenture Act, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least 50 million
U.S. dollars ($50,000,000), and subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority. If such
corporation publishes reports of condition at
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least annually, pursuant to law or to the requirements of the supervising
or examining authority referred to above, then, for the purposes of this
Section 4.1(a)(ii), the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published.
(b) If at any time the Exchange Capital Securities Guarantee Trustee shall
cease to be eligible so to act under Section 4.1(a), the Exchange Capital
Securities Guarantee Trustee shall immediately resign in the manner and with the
effect set out in Section 4.2(c).
(c) If the Exchange Capital Securities Guarantee Trustee has or shall
acquire any "conflicting interest" within the meaning of Section 310(b) of the
Trust Indenture Act, the Exchange Capital Securities Guarantee Trustee and the
Guarantor shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.
SECTION 4.2 Appointment, Removal and Resignation of Exchange Capital Securities
Guarantee Trustee
(a) Subject to Section 4.2(b), the Exchange Capital Securities Guarantee
Trustee may be appointed or removed without cause at any time by the Guarantor
except during an Event of Default.
(b) The Exchange Capital Securities Guarantee Trustee shall not be removed
in accordance with Section 4.2(a) until a Successor Exchange Capital Securities
Guarantee Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Exchange Capital Guarantee Trustee
and delivered to the Guarantor.
(c) The Exchange Capital Securities Guarantee Trustee shall hold office
until a Successor Exchange Capital Securities Guarantee Trustee shall have been
appointed or until its removal or resignation. The Exchange Capital Securities
Guarantee Trustee may resign from office (without the need for prior or
subsequent accounting) by an instrument in writing executed by the Exchange
Capital Securities Guarantee Trustee and delivered to the Guarantor, which
resignation shall not take effect until a Successor Exchange Capital Securities
Guarantee Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Exchange Capital Securities
Guarantee Trustee and delivered to the Guarantor and the resigning Exchange
Capital Securities Guarantee Trustee.
(d) If no Successor Exchange Capital Securities Guarantee Trustee shall
have been appointed and accepted appointment as provided in this Section 4.2
within 60 days after delivery of an instrument of removal or resignation, the
Exchange Capital Securities Guarantee Trustee resigning or being removed may
petition any court of competent jurisdiction for appointment of a Successor
Exchange Capital Securities Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Exchange Capital Securities Guarantee Trustee.
(e) No Exchange Capital Securities Guarantee Trustee shall be liable for
the acts or omissions to act of any Successor Exchange Capital Securities
Guarantee Trustee.
(f) Upon termination of this Exchange Capital Securities Guarantee or
removal or resignation of the Exchange Capital Securities Guarantee Trustee
pursuant to this Section 4.2, the Guarantor shall pay to the Exchange Capital
Securities Guarantee Trustee all amounts due to the Exchange Capital Securities
Guarantee Trustee accrued to the date of such termination, removal or
resignation.
ARTICLE V
GUARANTEE
SECTION 5.1 Guarantee
The Guarantor fully, irrevocably and unconditionally agrees to pay in full
to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim that the Issuer may have or assert other than
the defense of payment.
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The Guarantor's obligation to make a Guarantee Payment may be satisfied by
direct payment of the required amounts by the Guarantor to the Holders or by
causing the Issuer to pay such amounts to the Holders.
SECTION 5.2 Waiver of Notice and Demand
The Guarantor hereby waives notice of acceptance of this Exchange Capital
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.
SECTION 5.3 Obligations Not Affected
The obligations, covenants, agreements and duties of the Guarantor under
this Exchange Capital Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied
agreement, covenant, term or condition relating to the Exchange Capital
Securities to be performed or observed by the Issuer;
(b) the extension of time for the payment by the Issuer of all or
portion of the Distributions, Redemption Price, Liquidation Distribution or
any other sums payable under the terms of the Exchange Capital Securities
or the extension of time for the performance of any other obligation under,
arising out of, or in connection with, the Exchange Capital Securities
(other than an extension of time for payment of Distributions, Redemption
Price, Liquidation Distribution of other sum payable that results from the
extension of any interest payment period on the debentures permitted by the
Indenture);
(c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Exchange
Capital Securities, or any action on the part of the Issuer granting
indulgence or extension of any kind;
(d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or
readjustment of debt of or other similar proceedings affecting, the Issuer
or any of the assets of the Issuer;
(e) any invalidity of, or defect or deficiency in, the Exchange
Capital Securities;
(f) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or
(g) any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor, it being the
intent of this Section 5.3 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.
There shall be no obligation of the Holders to give notice to, or to obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.
SECTION 5.4 Rights of Holders
(a) The Holders of the Majority in Liquidation Amount of the Capital
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Exchange Capital Securities Guarantee
Trustee in respect of this Exchange Capital Securities Guarantee or exercising
any trust or power conferred upon the Exchange Capital Securities Guarantee
Trustee under this Exchange Capital Securities Guarantee.
(b) If the Exchange Capital Securities Guarantee Trustee fails to enforce
this Exchange Capital Securities Guarantee, any Holder of Exchange Capital
Securities may institute a legal proceeding directly against the Guarantor to
enforce the Exchange Capital Securities Guarantee Trustee's rights under this
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Exchange Capital Securities Guarantee, without first instituting a legal
proceeding against the Issuer, the Exchange Capital Securities Guarantee Trustee
or any person or entity. The Guarantor waives any right or remedy to require
that any action be brought first against the Issuer or any other person or
entity before proceeding directly against the Guarantor.
SECTION 5.5 Guarantee of Payment
This Exchange Capital Securities Guarantee creates a guarantee of payment
and not of collection.
SECTION 5.6 Subrogation
The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to such Holders by the
Guarantor under this Exchange Capital Securities Guarantee; provided, however,
that the Guarantor shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any right that it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Exchange Capital
Securities Guarantee, if, at the time of any such payment, any amounts are due
and unpaid under this Exchange Capital Securities Guarantee. If any amount shall
be paid to the Guarantor in violation of the preceding sentence, the Guarantor
agrees to hold such amount in trust for the Holders and to pay over such amount
to the Holders.
SECTION 5.7 Independent Obligations
The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Exchange Capital
Securities, and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Exchange
Capital Securities Guarantee notwithstanding the occurrence of any event
referred to in subsections (a) through (g), inclusive, of Section 5.3 thereof.
ARTICLE VI
LIMITATION OF TRANSACTION; SUBORDINATION
SECTION 6.1 Limitation of Transactions
So long as any Exchange Capital Securities remain outstanding, if at any
time (i) there shall have occurred any event of which the Guarantor has actual
knowledge that (x) is, or with the giving of notice or the lapse of time, or
both, would constitute an Event of Default and (y) in respect of which the
Guarantor shall not have taken reasonable steps to cure, (ii) the Guarantor
shall be in default with respect to its payment of any obligations under this
Exchange Capital Securities Guarantee and the Debentures held by the Property
Trustee, or (iii) the Guarantor shall have given notice of its election of the
exercise of its right to defer payment of interest pursuant to Section 16.01 of
the Indenture and any such extension shall be continuing, then the Guarantor
shall not;
(1) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to any of the
Guarantor's capital stock (which includes common and preferred stock);
(2) make any payment of principal, premium, if any, or interest on or
repay or repurchase or redeem any debt securities of the Guarantor
(including any Other Debentures) that rank pari passu with or junior in
right of payment to the Debentures; or
(3) make any guarantee payments with respect to any guarantee by the
Guarantor of the debt securities of any subsidiary of the Guarantor
(including Other Guarantees) if such guarantee ranks pari passu or junior
in right of payment to the Debentures other than (a) dividends or
distributions in shares of, or options, warrants, rights to subscribe for
or purchase shares of common stock of the Guarantor, (b) any declaration of
a dividend in connection with the implementation of a stockholder's rights
plan, or
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the issuance of stock under any such plan in the future, or the redemption
or repurchase of any such rights pursuant thereto, (c) payments under the
Exchange Capital Securities Guarantee, (d) as a direct result of, and only
to the extent necessary to avoid the issuance of fractional shares of the
Guarantor's capital stock following, a reclassification of the Guarantor's
capital stock or the exchange or the conversion of one class or series of
the Guarantor's capital stock for another class or series of the
Guarantor's capital stock, (e) the purchase of fractional interests in
shares of the Guarantor's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted
or exchanged, and (f) purchases of common stock related to the issuance of
common stock or rights under any of the Guarantor's benefit plans for its
directors, officers or employees or any of the Guarantor's dividend
reinvestment plans.
SECTION 6.2 Ranking
This Exchange Capital Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right of
payment to all other liabilities of the Guarantor (other than obligations in
respect to Other Guarantees), (ii) pari passu with (A) the most senior preferred
or preference stock now or hereafter issued by the Guarantor, and (B) with any
Other Guarantee, the Old Capital Securities Guarantee and the Common Securities
Guarantee, and (iii) senior to the Guarantor's common stock.
ARTICLE VII
TERMINATION
SECTION 7.1 Termination
This Exchange Capital Securities Guarantee shall terminate (i) upon full
payment of the Redemption Price (as defined in the Declaration) of all Exchange
Capital Securities, or (ii) upon liquidation of the Issuer, the full payment of
the amounts payable in accordance with the Declaration or the distribution of
the Debentures to the Holders of all of the Exchange Capital Securities.
Notwithstanding the foregoing, this Exchange Capital Securities Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder of Exchange Capital Securities must restore payment of any sums
paid under the Exchange Capital Securities or under this Exchange Capital
Securities Guarantee.
ARTICLE VIII
INDEMNIFICATION
SECTION 8.1 Exculpation
(a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith in accordance with this Exchange Capital
Securities Guarantee and in a manner that such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified
Person by this Exchange Capital Securities Guarantee or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's negligence or willful misconduct with
respect to such acts or omissions.
(b) An Indemnified Person shall be fully protected in relying in good faith
upon the records of the Guarantor and upon such information, opinion, reports or
statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Exchange Capital Securities might properly be
paid.
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SECTION 8.2 Indemnification
(a) The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against, any and all loss, liability,
damage, claim or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its power or duties hereunder. The obligation to indemnify
as set forth in this Section 8.2 shall survive the termination of this Exchange
Capital Securities Guarantee.
(b) Each Indemnified Person shall give prompt notice to the Guarantor of
any action threatened commenced against it in respect of which any indemnity is
sought hereunder, enclosing a copy of all papers served on, and notices and
demands delivered to, such Indemnified Person, if any, but failure so to notify
the Guarantor shall not relieve the Guarantor from any liability which it may
have under this Section 8.2, except to the extent that it is materially
prejudiced by such failure. The Guarantor shall be entitled to assume the
defense of any such action or proceeding with counsel reasonably satisfactory to
the Indemnified Person who shall not, except with the consent of the Indemnified
Person, be counsel to the Guarantor. Upon assumption by the Guarantor of the
defense of any such action or proceeding, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own counsel,
but the Guarantor shall not be liable for any legal fees or expenses
subsequently incurred by such Indemnified Person in connection with the defense
thereof unless (i) the Guarantor has agreed to pay such fees and expenses, (ii)
the Guarantor shall have failed to employ counsel reasonably satisfactory to the
Indemnified Person in a timely manner, or (iii) the Indemnified Person shall
have been advised by counsel (who shall not be employed by such Indemnified
Person and who shall be reasonably satisfactory to the Guarantor) that such
representation would constitute an actual or potential conflict of interests for
counsel selected by the Guarantor. The Guarantor shall not consent to the terms
of any compromise or settlement of any action defended by the Guarantor in
accordance with the foregoing without the prior consent of the Indemnified
Person, and the Indemnified Person shall not consent to the terms of any
compromise or settlement of any action being defended by the Guarantor in
accordance with the foregoing without the prior consent of the Guarantor.
Notwithstanding the immediately preceding sentence, if at any time an
Indemnified Person shall have requested the Guarantor to reimburse the
Indemnified Person for fees and expenses of counsel as contemplated above, the
Guarantor agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more
than 30 business days after receipt by the Guarantor of the aforesaid request
and (ii) the Guarantor shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 Successors and Assigns
All guarantees and agreements contained in this Exchange Capital Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Exchange Capital Securities then outstanding.
SECTION 9.2 Amendments
Except with respect to any changes that do not adversely affect the rights
of Holders (in which case no consent of Holders will be required), this Exchange
Capital Securities Guarantee may only be amended with the prior approval of the
Holders of at least a Majority in Liquidation Amount of the Exchange Capital
Securities. The provisions of Section 12.2 of the Declaration with respect to
meetings of Holders of the Exchange Capital Securities apply to the giving of
such approval.
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SECTION 9.3 Notices
All notices provided for in this Exchange Capital Securities Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:
(a) If given to the Issuer, in care of the Administrative Trustees at
the Issuer's mailing address set forth below (or such other address as to
which the Issuer may give notice to the Holders of the Exchange Capital
Securities):
Trenwick Capital Trust I
Metro Center
One Station Place
Stamford, Connecticut
Attention: Chief Financial Officer
Telecopy: (203) 353-5544
with a copy to:
Baker & McKenzie
805 Third Avenue
New York, New York 10022
Attention: James R. Cameron, Esq.
Telecopy: (212) 759-9133
(b) If given to the Exchange Capital Securities Guarantee Trustee, at
the Exchange Capital Securities Guarantee Trustee's mailing address set
forth below (or such other address as to which the Exchange Capital
Securities Guarantee Trustee may give notice to the Holders of the Exchange
Capital Securities);
The Chase Manhattan Bank
55 Water Street, Room 234
North Building
New York, New York 10041
Attention: Corporate Trust Administration
Telecopy: (212) 638-7380
(c) If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as to which the Guarantor may give
notice to the Holders of the Exchange Capital Securities):
Trenwick Group Inc.
Metro Center
One Station Place
Stamford, Connecticut 06902
Attention: Jane T. Wiznitzer
Vice President - Legal Affairs
and Secretary
Telecopy: (203) 353-5544
(d) If given to any Holder of Exchange Capital Securities, at the
address set forth on the books and records of the Issuer.
All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery,
such notice or other document shall be deemed to have been delivered on the date
of such refusal.
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SECTION 9.4 Benefit
This Exchange Capital Securities Guarantee is solely for the benefit of the
Holders of the Exchange Capital Securities and, subject to Section 3.1(a), is
not separately transferable from the Exchange Capital Securities.
SECTION 9.5 Governing Law
THIS EXCHANGE CAPITAL SECURITIES GUARANTEE 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 EXCHANGE CAPITAL SECURITIES GUARANTEE is executed as of the day and
year first above written.
TRENWICK GROUP INC.,
as Guarantor
By:
------------------------------------
James F. Billett, Jr.
Chairman, President and Chief
Executive Officer
THE CHASE MANHATTAN BANK, as
Exchange Capital Securities Guarantee
Trustee
By:
------------------------------------
Name:
Title:
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