Exhibit 99.8
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of April 1, 2003, among Trenwick America Corporation, a Delaware corporation
(as successor to Trenwick Group Inc., the "Company") and Bank One Trust Company,
NA, a national banking association (as successor in interest to The First
National Bank of Chicago, the "Trustee").
W I T N E S S E T H :
WHEREAS, the Company and the Trustee are party 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 the
Company and the Trustee, the "Indenture"), pursuant to which the Company issued
and sold those certain $75 million aggregate principal amount (the "Principal
Amount") of 6.70% Senior Notes due April 1, 2003 (the "Senior Notes");
WHEREAS, the Company desires, and, pursuant to Section 9.02(b) of the
Indenture, the beneficial and/or record holders of 100% of the outstanding
Principal Amount of Senior Notes have consented, to extend the Stated Maturity
from April 1, 2003 to August 1, 2003 and to take the other actions provided for
herein;
WHEREAS, the Company has requested that the Trustee to join with it in the
execution and delivery of this Second Supplemental Indenture for the purpose
described hereinabove; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a
valid agreement of the Company and the Trustee and a valid supplement to the
Indenture have been done;
NOW, THEREFORE, for and in consideration of the premises, it is
hereby agreed as follows:
1. Capitalized terms used herein and not otherwise defined herein
shall have the meaning assigned to such terms in the Indenture.
2. Amendments:
(a) Section 1.01 of the Indenture is hereby amended by deleting the
definition of "Stated Maturity" in its entirety and replacing it with the
following:
"Stated Maturity" shall mean August 1, 2003.
(b) Section 2.06(a) of the Indenture is hereby deleted in its entirety and
the following inserted in lieu thereof:
(a) Each Note will bear interest at the rate of 6.70% per annum (the
"Coupon Rate") from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance,
until the principal thereof becomes due and payable, and on any
overdue principal and (to the extent that payment of such interest
is enforceable under applicable law) on any overdue installment of
interest at the Coupon Rate, compounded semi-annually, payable
semi-annually in arrears on April 1 and October 1 of each year
(each, an "Interest Payment Date") commencing on October 1, 1998, to
the Person in whose name such Note is registered on the books of the
Company at the close of business on the Regular Record Date for such
interest installment. In addition, the Company shall pay, and there
shall be due, on the Stated Maturity all interest on the Notes
accrued and unpaid as of the Stated Maturity.
(c) The form of Note attached to the Indenture as Exhibit A is amended by
(I) substituting "August 1, 2003: for "April 1, 2003" in the title of such
Note and (II) deleting the first sentence of the first paragraph thereof
(other than any legends) and substituting the following in lieu thereof:
Trenwick Group, Inc., a Delaware corporation (the "Company", which
term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of
______________________ U.S. dollars ($_______) on August 1, 2003
(the "Stated Maturity") and to pay interest (I) on the outstanding
principal amount hereof from March 27, 1998, or from the most recent
interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, (x)
semi-annually in arrears on April 1 and October 1 of each year,
commencing October 1, 1998 and (y) at the Stated Maturity, (II)
semi-annually in arrears on each Interest Payment Date on any
overdue principal, and (III) (without duplication and to the extent
that payment of such interest is enforceable under applicable law)
semi-annually in arrears on each Interest Payment Date on any
overdue installment of interest, at the rate of 6.70% per annum
until the principal hereof shall have become due and payable.
(d) Section 5.01(d) of the Indenture is amended by deleting therefrom the
phrase
"and (C) without such Indebtedness having been discharged or
such acceleration having been rescinded or annulled within a period
of 30 days after notice to the Company by the Trustee as specified
below"
3. The Notes outstanding on the date hereof are hereby, without any
further action required on the part of any other Person, deemed to be
automatically
amended to conform to and have the terms provided in Exhibit A to the Indenture,
as amended by this Supplemental Indenture (except that the principal amount and
the payee of each outstanding Note shall remain unchanged). Any Note issued on
or after the date hereof shall be in the form of Exhibit A to the Indenture as
so amended.
4. Any Event of Default that may arise under the Indenture as a
result of the failure by the Company to make payment of principal when due and
payable on April 1, 2003 is hereby waived.
5. This Supplemental Indenture is limited to its express terms and
shall not constitute or be construed as an amendment, modification, acceptance
or waiver of any other provision of the Indenture.
6. The recitals contained herein shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Second Supplemental Indenture.
7. This Supplemental Indenture 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 Supplemental Indenture by facsimile
shall be effective as delivery of a manually executed counterpart.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the undersigned have caused this Second
Supplemental Indenture to be duly executed and delivered as of the date first
above written.
TRENWICK AMERICA CORPORATION
By: /s/ David M. Finkelstein
-----------------------------
Name: David M. Finkelstein
Title: Vice President & Treasurer
BANK ONE TRUST COMPANY, NA,
as Trustee
By: /s/ Mary R. Fonti
-----------------------------
Name: Mary R. Fonti
Title: Vice President
THE FOREGOING SECOND SUPPLEMENTAL INDENTURE IS HEREBY CONSENTED TO, EFFECTIVE
APRIL 1, 2003, BY:
J.C. WATERFALL, BENEFICIAL AND/OR
in his individual capacity RECORD HOLDER OF
$3,000,000 OF SENIOR
NOTES
/s/ J C Waterfall
- --------------------------------
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
OF SENIOR NOTES
By: /s/ Richard Weill
-------------------------------
Name: Richard Weill
Title: Vice Chairman