Exhibit 99.1
FIFTH WAIVER TO THE CREDIT AGREEMENT
FIFTH WAIVER TO THE CREDIT AGREEMENT (the "Waiver"), dated as of March 21,
2003, among TRENWICK AMERICA CORPORATION, a Delaware corporation (the
"Borrower"), Trenwick Holdings LIMITED., a company organized under the laws of
the United Kingdom and TRENWICK UK HOLDINGS LIMITED, a company organized under
the laws of the United Kingdom (collectively, the "Account Party"), the lending
institutions from time to time party to the Credit Agreement referred to below
(each a "Bank" and, collectively, the "Banks"), WACHOVIA BANK, NATIONAL
ASSOCIATION (f/k/a First Union National Bank), as Syndication Agent (the
"Syndication Agent"), Fleet National Bank, as Documentation Agent (the
"Documentation Agent"), and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan
Bank), as Administrative Agent (the "Administrative Agent"). Unless otherwise
defined herein, capitalized terms used herein and defined in the Credit
Agreement referred to below are used herein as so defined.
W I T N E S S E T H :
WHEREAS, the Borrower, the Account Party, the Banks, the Syndication
Agent, the Documentation Agent and the Administrative Agent are party to a
Credit Agreement, dated as of November 24, 1999 and amended and restated as of
September 27, 2000 (as the same has been amended, modified or supplemented to,
but not including, the date hereof, the "Credit Agreement");
WHEREAS, Trenwick Group Ltd., a company organized under the laws of
Bermuda ("Holdings") and the Administrative Agent entered into a Holdings
Guaranty, dated as of September 27, 2000 (as the same has been amended, modified
or supplemented to, but not including, the date hereof, the "Holdings Guaranty")
in order to induce the Banks to make Loans to the Borrower and issue Letters of
Credit for the account of the Account Party and Guaranteed Creditors (and
Lending Affiliates thereof) to enter into Interest Rate Protection Agreements
and Other Hedging Agreements with the Borrower and/or the Account Party; and
WHEREAS, subject to the terms and conditions set forth below, the Banks
hereto wish to grant certain waivers to the Credit Agreement as provided herein;
NOW, THEREFORE, it is agreed;
A. Waivers
1. The Banks hereby waive any Default or Event of Default that may arise
under the Credit Agreement solely as the result of the failure by Holdings to
comply with Section 3.22 of
the Holdings Guaranty for the period from, and including, March 21, 2003, to and
including March 28, 2003 (the "Waiver Termination Date").
B. Miscellaneous Provisions
1. In order to induce the Banks to enter into this Waiver, each of the
Borrower and each Account Party hereby represents and warrants on behalf of
itself and its respective Subsidiaries that (i) the representations and
warranties of Holdings contained in Section 2 of the Holdings Guaranty are true
and correct in all material respects on and as of the Waiver 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), and (ii) there exists no Default or
Event of Default under the Credit Agreement on the Waiver Effective Date, after
giving effect to this Waiver.
2. This Waiver is limited as specified and shall not constitute an
amendment, modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
3. THIS WAIVER 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 Waiver shall become effective on the date (the "Waiver Effective
Date") when the Borrower, each Account Party 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 Waiver Effective Date, all references in the Credit
Agreement and in the other Credit Documents shall be deemed to be references to
the Credit Agreement as modified hereby. This Waiver shall have no force or
effect after the Waiver Termination Date.
6. Holdings, the Borrower and each Account Party acknowledge and agree
that the execution and delivery by the Administrative Agent and the Banks of
this Waiver or the Consent shall not be deemed (i) to create a course of dealing
or otherwise obligate the Administrative Agent or the Banks to forebear or
execute similar waivers, amendments or agreements under the same or similar
circumstances in the future, or (ii) to modify, relinquish or impair any right
of the Administrative Agent or the Banks to receive any indemnity or similar
payment from any Person or entity as a result of any matter arising from or
relating to this Waiver.
7. EACH CREDIT PARTY, ON BEHALF OF ITSELF, AND ALL PERSONS AND ENTITIES
CLAIMING BY, THROUGH, OR UNDER ANY ONE OR MORE OF THEM, HEREBY JOINTLY AND
SEVERALLY RELEASES, WAIVES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, EACH
BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AFFILIATES,
REPRESENTATIVES AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASEES"), OF,
FROM, AND WITH RESPECT TO ANY AND ALL MANNER OF ACTION AND ACTIONS, CAUSE AND
CAUSES OF ACTIONS, SUITS, DISPUTES, CLAIMS AND DEFENSES, COUNTERCLAIMS AND/OR
LIABILITIES, CROSS CLAIMS, AND DEFENSES, THAT
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ARE KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST OR PRESENT, ASSERTED OR
UNASSERTED, CONTINGENT OR LIQUIDATED, WHETHER OR NOT WELL FOUNDED IN FACT OR
LAW, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, AT LAW OR IN EQUITY, BASED UPON,
RELATING TO OR ARISING OUT OF ANY AND ALL TRANSACTIONS, RELATIONSHIPS OR
DEALINGS WITH, OR LOANS MADE OR LETTERS OF CREDIT ISSUED TO THE BORROWER, THE
ACCOUNT PARTY OR THE OTHER GUARANTORS PURSUANT TO THE CREDIT DOCUMENTS PRIOR TO
THE DATE HEREOF WHICH THE BORROWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS
HAD, NOW HAVE OR MAY CLAIM TO HAVE AGAINST THE ADMINISTRATIVE AGENT, THE BANK OR
ANY OTHER RELEASEE.
8. The respective rights, powers and remedies of the Administrative Agent
and the Banks in the Credit Agreement and in the other Credit Documents are
cumulative and not exclusive of any right, power or remedy provided in the
Credit Documents, by law or equity and no failure or delay on the part of the
Administrative Agent or the Banks in the exercise of any right, power or remedy
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or remedy preclude any other or further exercise thereof, or
the exercise of any other right, power or remedy. Other than as set forth in
this Waiver, nothing contained in this Waiver or in any prior communications
between or among the Credit Parties, the Administrative Agent and the Banks
shall constitute a waiver or modification of any rights or remedies that the
Administrative Agents or the Banks may have under the Credit Documents and
applicable law. The Administrative Agent and the Banks expressly reserve and
preserve all of their rights and remedies available to them under the Credit
Documents, applicable law or otherwise.
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IN WITNESS WHEREOF, the undersigned have caused this Waiver to be duly
executed and delivered as of the date first above written.
TRENWICK AMERICA CORPORATION
By: /s/ David M. Finkelstein
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Name: David M. Finkelstein
Title: Vice President & Treasurer
TRENWICK HOLDINGS LIMITED
By: /s/ Alan L. Hunte
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Name: Alan L. Hunte
Title: Director
TRENWICK UK HOLDINGS LIMITED
By: /s/ Alan L. Hunte
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Name: Alan L. Hunte
Title: Director
TRENWICK GROUP LTD.
By: /s/ Alan L. Hunte
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Name: Alan L. Hunte
Title: Chief Financial Officer
LASALLE RE HOLDINGS LTD.
By: /s/ Alan L. Hunte
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Name: Alan L. Hunte
Title: Director
[NAME OF LENDER]
By:
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Name:
Title:
[Signature Page to the Fifth Waiver to the Credit Agreement]