Exhibit 99.1
SECOND AMENDMENT TO THE FORBEARANCE AGREEMENT
SECOND AMENDMENT TO THE FORBEARANCE AGREEMENT, dated as of December
6, 2002 (this "Second Amendment"), among TRENWICK AMERICA CORPORATION ("Trenwick
America"), TRENWICK HOLDINGS LIMITED (the "Account Party"), TRENWICK GROUP LTD.
("Holdings"), LASALLE RE HOLDINGS LIMITED ("LaSalle Holdings"), the lending
institutions party to the Credit Agreement referred to below ( each a "Bank,"
and collectively, the "Banks"), and JPMORGAN CHASE BANK, as Administrative Agent
(in such capacity, the "Administrative Agent"). All capitalized terms used
herein and not otherwise defined herein shall have the meaning provided such
terms in the Forbearance Agreement and the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, Trenwick America, the Account Party, Holdings, LaSalle
Holdings, the Banks and the Administrative Agent are parties to a Forbearance
Agreement dated as of November 11, 2002 (as amended, modified and/or
supplemented to, but not including the date hereof, the "Forbearance
Agreement");
WHEREAS, Trenwick America, the Account Party, the Banks and the
Administrative Agent are parties to the Credit Agreement, dated as of November
24, 1999 and Amended and Restated as of September 27, 2000 (as amended, modified
and/or supplemented to, but not including, the date hereof, the "Credit
Agreement");
WHEREAS, Holdings and the Administrative Agent are parties to the
Holdings Guaranty, dated as of September 27, 2000 (as amended, modified and/or
supplemented to, but not including, the date hereof, the "Holdings Guaranty");
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto wish to amend the Forbearance Agreement as provided herein;
NOW, THEREFORE, it is agreed;
A. Amendment
1. Section 2.1 of the Forbearance Agreement is hereby amended by deleting
the date "December 6, 2002" appearing therein and inserting the date "December
13, 2002" in lieu thereof.
B. Miscellaneous Provisions
1. In order to induce the Banks to enter into this Second Amendment, each
Credit Party hereby represents and warrants that (i) the representations and
warranties of contained in Article IV of the Forbearance Agreement are true and
correct in all material respects on and as of
the Forbearance 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), (ii)
there exists no Forbearance Event of Default under the Forbearance Agreement on
the Forbearance Amendment Effective Date and (iii) there exists no Default or
Event of Default under the Credit Agreement (other than the Events) on the
Forbearance Amendment Effective Date, in each case after giving effect to this
Second Amendment.
2. This Second Amendment is limited as specified and shall not constitute
an amendment, modification, acceptance or waiver of any other provision of the
Forbearance Agreement.
3. THIS SECOND 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 Second Amendment shall become effective on the date (the
"Forbearance Amendment Effective Date") when the Borrower, the Account Party,
Holdings, LaSalle 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 Forbearance Amendment Effective Date, all references
in the Forbearance Agreement shall be deemed to be referenced to the Forbearance
Agreement as modified hereby.
* * *
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Forbearance
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first written above.
TRENWICK GROUP LTD.,
in its capacity as a Guarantor and
Pledgor
By /s/ Alan L. Hunte
--------------------------------------
Name: Alan L. Hunte
Title: Executive Vice President and
Chief Financial Officer
TRENWICK AMERICA CORPORATION,
in its capacity as the Borrower and
Guarantor
By /s/ Alan L. Hunte
--------------------------------------
Name: Alan L. Hunte
Title: Executive Vice President and
Chief Financial Officer
TRENWICK HOLDINGS LIMITED,
in its capacity as the Account Party
By /s/ Alan L. Hunte
--------------------------------------
Name: Alan L. Hunte
Title: Director
LASALLE RE HOLDINGS LIMITED,
in its capacity as a Guarantor and
Pledgor
By /s/ John V. Del Col
--------------------------------------
Name: John V. Del Col
Title: Director
[Bank Signatures Intentionally Omitted]