Exhibit 99.4
THIS AGREEMENT is made the 11th day of November 2003
BETWEEN
LaSalle (UK) Ltd., a limited liability company incorporated under the laws of
Bermuda, whose principal place of business is at Canon's Court, Victoria Street,
Hamilton, Bermuda HM12 (number 34318) (the "Seller");
FOSPV Limited, a limited liability company incorporated under the laws of
England and Wales (number 3859383), whose registered office is at 54 Lombard
Street, London EC3P 3AH (the "Purchaser");
Barclays Bank PLC, a limited liability company under the laws of England and
Wales (number 1026167), whose registered office is at 54 Lombard Street, London,
EC3P 3AH ("Barclays");
The persons named as directors of each of the Companies (as defined below) in
Schedule 1 (the "Directors"); and
LaSalle Re Limited, a limited liability company incorporated under the laws of
Bermuda, whose principal place of business is at Clarendon House, 2 Church
Street, Hamilton, Bermuda, HM12 (number 18791) ("LaSalle").
WHEREAS:
(A) Each Company is a limited company incorporated under the laws of England
and Wales.
(B) The Seller has agreed to sell all of the Shares to the Purchaser for the
consideration and upon the terms set out in this Agreement.
(C) Prior to the execution of this Agreement, LaSalle transferred to the
Seller legal and beneficial ownership of the Shares.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement, including its Schedules, the headings shall not affect
its interpretation and, unless the context otherwise requires, the
following expressions shall have the following meanings:
"Agreed Form" means in relation to any document such document in the form
initialled for the purpose of identification only by or on behalf of the
parties hereto;
"Binding Authorities" means those contractual arrangements entered into by
each Company as listed in Schedule 2;
"Business Day" means a day (other than a Saturday or Sunday or public
holiday) on which banks are open for business in London;
"Companies" means Oak Dedicated Limited, Oak Dedicated Two Limited and Oak
Dedicated Three Limited whose basic information is set out in Schedule 1
(and, accordingly, each is a "Company");
"Company Rep Letters" means the letters of today's date signed by the
directors of each Company on behalf of each respective Company in the
Agreed Form and attached hereto as Annex H;
"Completion" means the completion of the sale and purchase of the Shares
pursuant to Clause 3;
"Completion Date" means 31 December 2003, or such earlier date as is
notified by the Purchaser to the Seller on at least three Business Days'
notice, such notice only to be given once the Purchaser is satisfied that
each of the Companies has ceased writing new business and has no
obligation to do so with the exception of any underwriting being carried
out under Binding Authorities;
"Conditions" means those matters listed in Schedule 3;
"Confirmation of Debt Letter" means the letter of today's date by each of
the Companies in the Agreed Form and attached hereto as Annex I;
"Corporate Services Agreement" means the corporate services agreement
between Trenwick UK Management Services Limited and the Companies in the
Agreed Form attached hereto as Annex E;
"Credit Agreement" means the new facilities agreement expected to be
entered into prior to Completion between the LOC Banks (as defined in the
Option Agreement), the Companies, LaSalle, JP Morgan Chase and others;
"Encumbrance" means any claim, charge, mortgage, security, lien, option,
equity, power of sale or hypothecation;
"Expenses Allocation Agreement" means any agreement which the Managing
Agent may propose to enter into with the Companies and Oak Four Dedicated
Limited (number 2979555) concerning the allocation of expenses between
capital providers for whom the Managing Agent acts from time time;
"FAL Substitution Documentation" means such documentation as Lloyd's may
require the Companies to enter into in order to effect the partial and pro
tanto substitution of the Companies' funds at Lloyd's consisting of
letters of credit with the Residual Escrow Funds as referred to and
defined in the Escrow Agreement (as defined in the Group Relief
Agreement);
"Group Relief Agreement" means the group relief agreement between the
Companies, the Purchaser, Barclays and the Seller in the Agreed Form
attached hereto as Annex A to be entered into as described in Clause 2.2;
"ICTA 1988" means the Income and Corporation Taxes Act 1988;
"Interavailability Documentation" means such documentation as Lloyd's may
require the Companies to enter into in order to make their funds at
Lloyd's interavailable to support both their underwriting as members of
Lloyd's for the 2003 and prior years of account and the underwriting of
Packchance Limited (number 04765920) for the 2004 and subsequent years of
account
"LaSalle Holdings Limited" means LaSalle Holdings Limited, a limited
liability company incorporated under the laws of Bermuda, whose principal
place of business is at Canon's Court, Victoria Street, Hamilton, Bermuda
HM12 (number 21157)).
"LIBOR" means the London Inter-Bank Offered Rate for the appropriate
periods as shown on Telerate page 3750 as of 11.00 a.m. London time on the
relevant date;
"Lloyd's" means The Society of Lloyd's, as constituted under the Lloyd's
Act 1982;
"Managing Agent" means Trenwick Managing Agents Limited;
"Managing Agent/Oaks Fee Variation Agreement" means the agreement to be
made substantially in the form set out in Annex J between the Managing
Agent, the Companies and Oak Dedicated Four Limited (number 2979555)
varying fee and profit commission arrangements;
"Mortgage Deed" means the deed of mortgage in the Agreed Form between the
Seller and the Purchaser of today's date and attached hereto as Annex K in
the Agreed Form;
"New Articles" means the new articles of association in the Agreed Form to
be adopted by each Company pursuant to the Novation and Allotment
Agreement and attached hereto as Annex D;
"Novation and Allotment Agreement" means the deed of novation and
allotment of today's date relating to the novation and capitalisation of
debt owed by the Companies and between the Companies, Oak Dedicated Four
Limited (number 2979555), Trenwick Group Limited, Trenwick America
Corporation and the Seller in the Agreed Form attached hereto as Annex
B;
"Office Hours" means the hours between 9.30am to 5.30pm in the time zone
of the recipient on a Business Day;
"Option Agreement" means the put option agreement of today's date between
the Seller and Barclays relating to the Preference Shares in the Agreed
Form and attached hereto as Annex G;
"Preference Shares" means the preference shares in the capital of each
Company having the rights set out in the New Articles;
"Proviso" bears the meaning given to it in Clause 5.1;
"Purchaser Group" means the Purchaser, any subsidiary or holding company
of the Purchaser or Barclays and all subsidiaries of any such holding
company from time to time;
"Seller Group" means the Seller, any subsidiary or holding company of the
Seller and all subsidiaries of any such holding company from time to time;
"Shares" means the ordinary shares of (pound)1 each in the capital of each
Company, comprising, after the reorganisation of the share capital of each
of the Companies as referred to in Clause 4.4, as at Completion the entire
issued ordinary share capital of each Company as further set out in
Schedule 1;
"Standstill Deeds" means the deeds of standstill of on or around today's
date (and to take effect upon the making of payments by Barclays pursuant
to Clause 2.2 of the Group Relief Agreement) given for the benefit of
Barclays and each of the Companies from Trenwick UK Management Services
Limited (in this case, the deed of forbearance), Trenwick Group Limited,
Trenwick America Corporation, Trenwick UK Holdings Limited, Trenwick
Holdings Limited, Archer Dedicated PLC, Adit Holdings Limited, Trenwick UK
PLC, LaSalle, the Seller, Magicsunny Limited, the Managing Agent, each of
the Companies and Oak Four Dedicated Limited, and also the deed of
standstill of today's date from the LOC Banks (as defined in the Option
Agreement);
"Taxation" and "Tax" mean all taxes and all levies, duties, imposts,
charges and withholdings in the nature of taxation whenever and wherever
imposed, including (without limitation) taxes on gross or net income,
profits or gains and taxes on receipts, sales, use, occupation, franchise,
value added and personal property, together with all penalties, charges
and interest relating to any of them;
"Tax Letter" means the letter of today's date signed by the Purchaser,
Barclays, the Seller, the Managing Agent and the Companies regarding the
conduct of each Company's Tax affairs in the Agreed Form and attached
hereto as Annex F;
"Transaction Documents" means this Agreement together with the Novation
and Allotment Agreement, the Group Relief Agreement, the Standstill Deeds,
the Option Agreement, the Tax Letter, the New Articles, the Mortgage Deed,
the Company Rep Letters, the Confirmation of Debt Letter and the Corporate
Services Agreement;
"Trenwick Group" means Trenwick Group Limited any subsidiary or holding
company of Trenwick Group Limited and all subsidiaries of any such holding
company from time to time; and
"Trenwick Group Limited" means Trenwick Group Limited, a limited liability
company incorporated under the laws of Bermuda, whose principal place of
business is at Canon's Court, Victoria Street, Hamilton, Bermuda HM12
(number 27492)).
1.2 References to this Agreement shall include all the Transaction Documents
and shall also include any recitals, schedules and annexes to this
Agreement and any reference to a Clause or Schedule or Annex is a
reference to a clause of or schedule to or annex to this Agreement, unless
otherwise provided.
1.3 Any reference to any statute or statutory instrument includes reference to
any statutory extensions, modification, amendment, consolidation or
re-enactment of, and any subordinate legislation made under, such statute,
but any such extension, modification,
amendments, consolidation or re-enactment shall not operate to increase
the liability of any party to this Agreement.
1.4 A person shall be deemed to be connected with another if that person is
connected with such other within the meaning of Section 839 of the ICTA
1988.
1.5 The terms "holding company", "subsidiary undertakings "and "subsidiary"
shall have the same meanings in this Agreement as their respective
definitions in the Companies Act 1985.
1.6 The Interpretation Act 1978 shall apply to this Agreement in the same way
as it applies to an enactment.
2. AGREEMENT TO SELL THE SHARES
Sale of the Shares
2.1 (A) The Seller shall sell with full title guarantee and the Purchaser
shall purchase the Shares free from all Encumbrances except as
granted to the Purchaser pursuant to the Mortgage Deed and together
with all rights and advantages now and hereafter attaching thereto
including, without limitation, the right to receive all dividends,
distributions or any return of capital declared, paid or made by
each Company in respect of the Shares after the date of this
Agreement.
(B) The Seller warrants that so far as it is aware after making
enquiries of the Companies and of no other person that the Shares
and the Preference Shares (to be allotted and issued pursuant to the
Novation and Allotment Agreement) comprise the whole of the share
capital of the Companies and that there is no agreement or
commitment outstanding other than the issue and allotment of the
Preference Shares which requires or may require the allotment or
issue of, or accords to any person the right to call for the
allotment or issue of, any shares, debentures or securities of any
Company.
2.2 In consideration of the Seller agreeing to sell the Shares to the
Purchaser in accordance with this Agreement, the Purchaser shall, at
Completion, pay the Seller the sum of (pound)3, representing (pound)1 for
the entire issued ordinary share capital of each of the Companies. In
addition, the Purchaser shall immediately after the signing of this
Agreement (excluding the New Articles) enter into the Group Relief
Agreement.
2.3 (A) No liability shall attach to the Seller for breach by it of Clause
2.1;
(B) Solely to the extent that the Seller would be, but for the
provisions of Clause 2.3(A), liable for a breach of the covenants of
title implied by law into the sale with full title guarantee by the
Seller of the Shares or of the warranty given in Clause 2.1, LaSalle
shall be liable in place of and to the exclusion of the Seller
PROVIDED THAT:
(i) the breach of such implied covenants and warranty arises out
of the fraud of the Seller; and
(ii) the Purchaser has first exhausted without success any remedy
that it has arising out of the facts or circumstances giving
rise to the breach under the Company Rep Letters (including
without limitation taking action against the Directors); and
(iii) the liability of LaSalle under this Clause 2.3(B) is limited
to a maximum of(pound)1,000 and shall be reduced pro tanto by
any amount recovered under Clause 2.3(B)(ii); and
(iv) a claim is made under this Clause 2.3(B) against LaSalle by no
later than the first anniversary date of Completion; and
(v) the Purchaser or any member of the Purchaser Group suffers
loss, cost or expense by reason of the fact that such breach
or the matter giving rise to such breach frustrates, prevents
or prejudices the transactions or acts contemplated by the
Group Relief Agreement, and only to that extent; and
(vi) a claim under Clause 2.3(B)(iv) above is notified in writing
by that date, containing reasonable details of the claim, and
of underlying information on which it is based (including copy
documentation). The claim shall be deemed to be withdrawn and
shall fail if proceedings in respect of it are not commenced
within six months of the date on which such notice is served.
(C) LaSalle shall have no liability under this Agreement other than as
provided in Clause 2.3(B).
2.4 If the Seller fails to prepare accounts in the manner described in Clause
8.1 the Purchaser may appoint a suitably qualified accountant to prepare
such accounts annually at the Seller's expense, such expense not to exceed
(pound)20,000 including any amount in respect of VAT payable thereon, and
the Seller shall co-operate and provide all reasonable assistance to such
accountant to the fullest extent permitted by applicable law. Save as
provided in this Clause 2.4 (including, for the avoidance of doubt, the
obligation by the Seller to provide all reasonable assistance referred to
above), the Seller shall have no other liability to the Purchaser arising
from Clause 8.1.
3. CONDITIONS
3.1 The obligations of the Purchaser and the Seller to buy and sell the Shares
pursuant to this Agreement are in all respects conditional upon
satisfaction of the Conditions provided that, to the extent not otherwise
satisfied, upon payment by Barclays of the amounts as set out in and
pursuant to clause 2.2 of the Group Relief Agreement, all the Conditions
shall be deemed to be satisfied from such time for all purposes.
3.2 The Seller undertakes to disclose in writing to the Purchaser anything
which will or may prevent Condition 1 from being satisfied promptly after
it comes to the notice of it.
3.3 If the Conditions are not satisfied or deemed satisfied by the Completion
Date then no party shall have any liability or obligation to any other
party under this Agreement other than any obligations remaining pursuant
to Clause 12.
4. COMPLETION
4.1 The sale and purchase of the Shares shall take place on the Completion
Date.
Delivery of Documents relating to the Shares
4.2 The Seller shall deliver or procure to be delivered to the Purchaser at
Completion the following documents (to the extent not already delivered):
(A) duly executed transfer of the Shares in favour of the Purchaser or
as it may direct accompanied by the relevant share certificates;
(B) such waivers or consents as the Purchaser may require signed by each
member of the Companies to enable the Purchaser or its nominees to
be registered as holders of the Shares;
(C) the statutory books of each Company which include for the avoidance
of doubt the Register of Members of that Company (which shall be
written up to but not including the date of Completion), the
certificate of incorporation and common seal (if any) of that
Company;
(D) a copy of the minutes of the meeting of the directors of the Seller,
in a form reasonably approved by the Purchaser, authorising the
execution, delivery and performance by the Seller of this Agreement
such copy to be certified as being correct and remaining in full
force and effect, without modification, by the secretary of the
Seller;
(E) all records, books and other documents relevant to the Tax affairs
of any of the Companies;
(F) legal opinions as to due authorisation and enforceability from
Appleby, Sperling & Kemp the Seller's and LaSalle's counsel, in the
Agreed Form and annexed hereto as Annex M; and
(G) a confirmatory receipt signed by the Seller in a form reasonably
acceptable to the Purchaser for the purchase price of the shares
paid by the Purchaser.
Resolutions of the Companies
4.3 The Directors of each Company shall pass resolutions approving the
registration of the transfer of the Shares (which relate to that Company)
referred to in Clause 4.2, subject only to their being duly stamped (if
applicable) and shall hand to the Purchaser duly certified copies of such
resolutions at Completion.
4.4 At Completion, if not already entered into, the Directors shall procure
that the Companies and Trenwick UK Management Services Limited (number
2733994) enter into the Corporate Services Agreement.
Date and Place
4.5 Completion shall take place on the Completion Date at the offices of
Slaughter and May at One Bunhill Row, London EC1Y 8YY or as otherwise
agreed between the parties.
5. PERIOD BETWEEN EXCHANGE AND COMPLETION
5.1 The Directors undertake to procure that, pending Completion:
(A) the business of the Companies is carried on in the ordinary course
and that the Companies do not do anything which would be outside the
ordinary course of acting as a Lloyd's corporate member PROVIDED
that such undertaking shall not extend to the Companies entering
into (and the Purchaser shall take no action to prevent or hinder
any of the Companies from entering into) as part of the arrangements
for or associated with completion of the purchase by Magicsunny
Limited or the shares of, inter alios, the Managing Agent: (i) the
Corporate Services Agreement; (ii) the Managing Agent/Oaks Fee
Variation Agreement; (iii) the Credit Agreement; (iv) the
Interavailability Documentation; (v) the FAL Substitution
Documentation; (vi) the Expenses Allocation Agreement; and (vii)
loans to and borrowing from any of the other Companies or a loan by
Oak Dedicated Limited to Oak Four Dedicated Limited (number 2979555)
as contemplated in Part B of Schedule 4 PROVIDED further that any
such above mentioned arrangement, agreement or documentation shall
not create (i) any obligation on behalf of the Companies which shall
or could (subject to the Standstill Deeds) result in any liability
to make any payment or (ii) any contractual obligation or
arrangement (except for any obligations in favour of Lloyd's which
may be contained in the Interavailability Documentation) which shall
or could oblige any of the Companies to make any payment (subject to
the Standstill Deeds), in each case prior to 2nd January 2005
without the prior written consent of Barclays and FOSPV (the
"Proviso"); and
(B) if it is necessary for any of the Companies, as part of the
arrangements for or associated with completion of the purchase by
Magicsunny Limited of the shares of, inter alios, the Managing
Agent, to enter into any arrangements, agreements, deeds or other
documents of a kind not mentioned in the Proviso where to do so
would be to act outside the ordinary course of acting as a Lloyd's
corporate member, they may enter into any such arrangement,
agreement, deed or other document with the prior written consent of
Barclays and FOSPV, which shall not unreasonably be withheld or
delayed. For the avoidance of doubt if such consent was requested
but withheld the withholding of the consent would not be deemed
unreasonable if such arrangement, agreement, deed or other document
would create (i) any obligation on behalf of the Companies which
could (subject to the Standstill Deeds) result in any liability to
make any payment or (ii) any contractual obligation or arrangement
which could oblige any of the Companies to make any payment (subject
to the Standstill Deeds), in each case prior to 2nd January 2005.
5.2 Without prejudice to the generality of the foregoing in Clause 5.1,
pending Completion:
(A) the Directors shall not, and shall procure that none of the
Companies shall, take any step or action (including, without
limitation, the presenting of any petition, the convening of any
meeting or the approval of any resolution) to instigate or commence
the winding-up of any of the Companies, the appointment of any
administrator or receiver (including any administrative receiver) to
any of the Companies or any other form of insolvency-related
procedure in relation to any of the Companies;
(B) the Directors shall procure that none of the Companies shall issue,
or enter into any agreement, option or arrangement to issue, any
share capital to any person save for the issue and allotment by each
Company of the Preference Shares pursuant to the Novation and
Allotment Agreement to the Seller; and
(C) the Directors shall procure that subject to the Proviso none of the
Companies shall incur, or enter into any agreement, option or
arrangement to incur, any indebtedness other than ordinary,
non-convertible, non-participating debt incurred on commercial terms
in the ordinary course of the relevant Company's business of acting
as a Lloyd's corporate member.
5.3 The Seller undertakes that it shall not itself do anything to cause the
Directors or any other persons who become directors of the Companies to
breach the provisions of Clauses 5.1 and 5.2 nor shall it permit the
passing of a shareholder resolution before Completion to do any act
falling within Clause 5.2(A).
6. FURTHER OBLIGATIONS
The Seller and the Purchaser each undertake that they will use all
reasonable endeavours to preserve all documents, records, correspondence,
accounts and other information relevant for the purposes of determining
any liability (including any liability to Tax) of the relevant Company,
and respectively give the Purchaser or, as the case may be, the Seller
reasonable access thereto, until the later of seven years from the date of
Completion and the determination of the Tax computations relating to the
relevant Company for the periods up to and including 31st December, 2004.
7. PURCHASER'S WARRANTIES AND UNDERTAKINGS
The Purchaser warrants and represents to the Seller as at the date of this
Agreement and as at the Completion Date that:
(A) the Purchaser has the requisite legal right and full power and
authority to enter into and perform this Agreement and any other
documents to be executed by the Purchaser pursuant to or in
connection with this Agreement which when executed will constitute
valid and binding obligations on the Purchaser, in accordance with
their respective terms;
(B) the execution and delivery of, and the performance by the Purchaser
of its obligations under, this Agreement and any other documents to
be executed by the Purchaser pursuant to or in connection with this
Agreement will not
(i) result in a breach of any provision of the memorandum or
articles of association of the Purchaser;
(ii) require the consent of the shareholders of the Purchaser,
Barclays or of any other person; or
(iii) result in a breach of, or constitute a default under, any
instrument by which the Purchaser is bound; and
(C) so far as the Purchaser is aware, there are no circumstances which
have arisen or are likely to arise which might lead to any
transaction required to be carried out under this Agreement being
null, void or voidable.
8. SELLER'S UNDERTAKINGS
8.1 The Seller undertakes that it will, in respect of the accounting reference
period for each of the Companies commencing on or before the Completion
Date and subsequently each accounting reference period thereafter for each
Company, prepare accounts in accordance with UK GAAP which fully
consolidate the Companies.
8.2 The Seller undertakes that, immediately prior to Completion, other than in
the ordinary course of business as a Lloyd's corporate member, the
Companies will not have any indebtedness save as set out in Schedule 4 or
otherwise within the scope of the Standstill Deeds.
8.3 The Seller (as the sole shareholder of the Companies) undertakes to pass
resolutions to adopt the New Articles by each of the Companies as the
articles of association of each Company pursuant to the Novation and
Allotment Agreement, and it shall not prior to Completion amend, vary,
suspend or replace such articles of association of any of the Companies
without the prior written consent of Barclays such consent not to be
unreasonably withheld.
9. SECONDARY LIABILITY FOR OTHER PERSONS' TAXES
9.1 The Purchaser shall pay to the Seller an amount equal to any liability to
Tax discharged by the Seller or any member of the Seller Group (other than
the Companies) under Sections 767A, 767AA, 767B or 767C ICTA 1988,
Sections 190 or 191 of the Taxation of Chargeable Gains Act 1992, Section
132 of the Finance Act 1988 or Section 98 or Schedule 28 of the Finance
Act 2000 or any similar provision (each a "secondary liability provision")
where:
(a) the person primarily liable for the Tax is the Purchaser or any
member of the Purchaser Group (other than the Companies); or
(b) the person primarily liable for the Tax is the relevant Company and
the income, profits or gains or event, action or transaction giving
rise to such liability to Tax accrued or occurred after Completion.
9.2 Clause 9.1 shall not apply to the extent that the Seller or any member of
the Seller Group has made recovery in respect of the relevant Tax
discharged under any statutory
right of indemnity provided for in Section 767B(2) ICTA 1988, Sections
190(11) or 191(5) of the Taxation of Chargeable Gains Act 1992 or any
similar provision.
9.3 Any amount payable under Clause 9.1 shall be due on the later of (a) the
date on which the relevant Tax is due to be discharged and (b) the date
falling 5 Business Days after the date on which the Seller serves a demand
for payment on the other by notice in writing.
10. DEDUCTIONS
10.1 All sums payable by any of the parties pursuant to this Agreement to
another party shall be paid free and clear of all deductions or
withholdings whatsoever, save only as may be required by law.
10.2 If any deductions or withholdings are required by law to be made from any
of the sums payable as mentioned in Clause 10.1, the payor shall be
obliged to pay to the payee such sum as will, after the deduction or
withholding has been made, leave the payee in the same after-Tax position
as that in which it would have been in the absence of any such requirement
to make a deduction or withholding.
10.3 If any party is subject to any liability to Tax in respect of any sum
payable to it pursuant to any warranty, undertaking or indemnity set out
in this Agreement (other than the consideration for the sale of the
Shares), the relevant payor shall pay to the payee such additional amount
as, after taking into account such liability to Tax, shall leave the payee
in the same after-Tax position as it would have been in had such sum not
given rise to such liability to Tax.
11. BARCLAYS GUARANTEE
11.1 In consideration of the Seller entering into and acting in accordance with
this Agreement, Barclays (as principal obligor and not merely as a surety)
unconditionally and irrevocably, guarantees as a continuing obligation the
proper and punctual performance by the Purchaser of all its obligations
(payment or otherwise) under or pursuant to this Agreement, including,
without limitation, any payments due to the Seller as a result of any
breach of warranty given by the Purchaser under Clause 7.
11.2 As between Barclays and the Seller, but without affecting the Purchaser's
obligations, Barclays will be liable under this Clause 11 as if it were
the sole principal obligor or debtor and not merely a surety. Accordingly,
Barclays' liability hereunder shall not be discharged, affected or
impaired by any act or omission or any other events or circumstances
whatsoever (whether or not known to the Purchaser, the Seller or Barclays)
which would or might (but for this Clause 11) operate to impair or
discharge Barclays' liability hereunder if it were not the sole principal
debtor including, but without limitation:
(A) any release of, or granting of time (or any other indulgence, waiver
or consent) to, the Purchaser or any other person; or
(B) the existence, release, validity, taking or renewal of any other
security, guarantee, right or remedy taken by the Seller in relation
to this Agreement or
any enforcement of, neglect to perfect, failure to enforce or
release or waiver of any such security, guarantee, right or remedy;
or
(C) any amendment to or variation of this Agreement or any security or
other guarantee or indemnity relating thereto or any assignment of
these guarantees or any such security; or
(D) any legal limitation, disability, incapacity or other circumstance
relating to the Seller, the Purchaser or any other person; or
(E) any change in the name or constitution of Barclays (or its
successors or assigns) or its absorption by or amalgamation with any
other undertaking; or
(F) the making or absence of any demand on the Purchaser or any other
person for payment; or
(G) the dissolution, amalgamation, reconstruction or reorganisation of
the Purchaser or any other person; or
(H) any irregularity, illegality, unenforceability or invalidity of any
obligation of the Seller, the Purchaser or any other person under or
pursuant to this Agreement or any irregularity, unenforceability,
invalidity, illegality or defect of any provision of this Agreement
so that the obligations of Barclays hereunder will remain in full
force and effect and these guarantees will be construed accordingly
as if there were no such irregularity, illegality, unenforceability
or invalidity or defect.
11.3 The guarantee given by Barclays is a continuing guarantee and will remain
in full force and effect until the obligations (payment or otherwise) and
liabilities of the Purchaser under or arising out of (or in connection
with) this Agreement have been fully performed or discharged. Furthermore,
the obligations of Barclays are additional to, and not instead of, any
security or other guarantee or indemnity at any time existing in favour of
any person, whether from Barclays or otherwise and may be enforced without
first having recourse to the Purchaser, any other person, any security or
any other guarantee or indemnity.
11.4 Unless otherwise agreed between Barclays and the Seller, any release,
compromise or discharge of the obligations of Barclays shall be deemed to
be made subject to the condition that it will be void if any payment or
security which may be or has been received by the Seller is set aside or
proves invalid for whatever reason.
11.5 Barclays shall on demand indemnify the Seller against any cost, loss,
expense or liability sustained or incurred by the Seller as a result of it
being required under any bankruptcy, insolvency, winding-up, dissolution,
or similar law of any jurisdiction to refund all or part of any amount
received or recovered by it in respect of any sum payable by the Purchaser
under this Agreement and shall in any event pay to it on demand the amount
as refunded by it.
11.6 Barclays hereby waives any right it may have of first requiring the Seller
to proceed against, or enforce any right against, the Purchaser or any
other person and, until all
obligations (payment or otherwise) and liabilities of the Purchaser under
this Agreement have been performed or discharged in full, Barclays shall
not:
(A) be entitled to, and shall not, claim in competition with the Seller
in any liquidation, administration, receivership (including
administrative receivership) or winding-up or as part of any
composition of creditors or scheme of arrangement in relation to the
Purchaser or any part of its assets; or
(B) without the consent of the Seller claim, receive or have the benefit
of any payment or distribution from, or on account of, the Purchaser
or exercise any counterclaim, right of set-off or lien against the
Purchaser or claim the benefit of any security held by the Purchaser
so that the Seller shall be entitled to apply any such security as
it considers fit;
(C) without the consent of the Seller exercise or enforce any right to
be indemnified by or take the benefit of or enforce any security or
other guarantee or indemnity against the Purchaser; or
(D) exercise any other right or remedy in respect of any amount paid by
Barclays pursuant to these guarantees.
11.7 Any amount received or recovered by Barclays as a result of the exercise
of any rights pursuant to Clauses 11.6(B) or 11.6(C) will be immediately
paid to the Seller.
11.8 If any monies become payable by Barclays under these guarantees, the
Purchaser will not (except in the event of the liquidation of the
Purchaser) so long as any such monies remain unpaid, pay any monies for
the time being due from the Purchaser to Barclays.
11.9 As separate, independent and alternative stipulations, Barclays
unconditionally and irrevocably agrees that any sum which, although
expressed to be payable by the Purchaser under this Agreement is for any
reason (whether or not now existing and whether or not now known or
becoming known to the Seller, Barclays or the Purchaser) not recoverable
from Barclays on the basis of a guarantee will nevertheless be recoverable
from Barclays as it were the sole principal debtor and will be paid by it
to the Seller on demand.
12. MISCELLANEOUS
Variation
12.1 No variation of this Agreement shall be effective unless in writing and
signed by or on behalf of each of the parties to this Agreement.
Time of the Essence
12.2 Any time, date or period referred to in any provision of this Agreement
may be extended by mutual agreement between the parties but as regards any
time, date or period originally fixed or any time, date or period so
extended, time shall be of the essence.
Costs
12.3 Save as is expressly provided otherwise in this Agreement, the parties
shall each bear all their own legal, accountancy and other costs and
expenses incurred respectively by them in connection with this Agreement
and the sale of the Shares.
Notices
12.4 Any notice or other communication requiring to be given or served under or
in connection with this Agreement (inlcuding any change to the details
below) shall be in writing and shall be sufficiently given or served if
delivered or sent:
(A) In the case of the Seller to:
Address: 1 Canterbury Green,
Stamford,
CT, 06901
USA,
Attention: Alan Hunte
Telephone: 00 1 203 353 5545
Facsimile: 00 1 203 353 5550
with a copy to LaSalle:
Address: Canon's Court,
22 Victoria Street,
Hamilton,
Bermuda,
HM12
Attention: The President
Telephone: + 441-292 3339
Facsimile: + 441-292 2656
(B) In the case of LaSalle to:
Address: Canon's Court,
22 Victoria Street,
Hamilton,
Bermuda,
HM12
Attention: The President
Telephone: + 441-292 3339
Facsimile: + 441-292 2656
(C) In the case of the Purchaser to:
Address: Barclays Capital
5 The North Colonnade
Canary Wharf
London
E14 4BB
Attention: Head of Structured Capital Markets
Telephone: 020 7623 2323
Facsimile: 020 7773 1868
(D) In the case of Barclays to:
Address: Barclays Capital
5 The North Colonnade
Canary Wharf
London
E14 4BB
Attention: Head of Structured Capital Markets
Telephone: 020 7623 2323
Facsimile: 020 7773 1868
(E) In the case of the Directors to:
Address: c/o Trenwick Managing Agents Limited
2 Minster Court
Mincing Lane
London
EC3R 7FL
Attention: Robert Law
Telephone: 0207 369 3000
Facsimile: 0207 369 3100
12.5 Any such notice or other communication shall be delivered by hand or sent
by courier, or prepaid first class post or by facsimile. If sent by
courier such notice or communication shall conclusively be deemed to have
been given or served at the time of despatch, in case of service in the
United Kingdom, or on the second following Business Day in the case of
international service. If sent by post such notice or communication shall
conclusively be deemed to have been received three Business Days from the
time of posting, in the case of inland mail in the United Kingdom or five
Business Days from the time of posting in the case of international mail.
If sent by facsimile, such notice or communication shall conclusively be
deemed to have been received at the time of sending if during Office Hours
otherwise on the next following
Business Day and provided that the sending of such facsimile is confirmed
by telephone by the sender and successful receipt of the facsimile is
acknowledged by the recipient.
Severance
12.6 If any term or provision in this Agreement is held to be illegal or
unenforceable, in whole or in part, under any enactment or rule of law,
such term or provision or part shall to that extent be deemed not to form
part of this Agreement but the enforceability of the remainder of this
Agreement shall not be affected.
Announcements
12.7 The parties to this Agreement shall and shall procure that their
affiliates shall keep strictly confidential details of the transaction
contemplated by this Agreement or any ancillary matter and no announcement
concerning the same shall be made either before or after Completion by
either party without the prior written approval of the other except as may
be required to implement this Agreement, any acts or transactions
contemplated by it or in documents and matters referred to in or by
statute or by any securities exchange or regulatory or governmental body
to which any party is subject or submits wherever situated, including
(without limitation) The Stock Exchange, the Inland Revenue, The Panel on
Take-overs and Mergers, the Bermuda Monetary Authority, the joint
provisional liquidators of Trenwick Group Limited and of LaSalle Holdings
Limited, any relevant bankruptcy court and the creditors of any member of
the Trenwick Group, whether or not the requirement has the force of law.
Remedies for Breach
12.8 Any remedy expressly conferred on the Purchaser for breach of this
Agreement or any other Transaction Document shall be additional and
without prejudice to the equitable remedies of specific performance and
injunctive relief (but excludes, for the avoidance of doubt, any equitable
remedy requiring payment of money) and the exercise of or failure to
exercise any remedy to which the Purchaser is expressly entitled shall not
constitute a waiver by the Purchaser of this or any of its other rights
and remedies expressly provided for in this Agreement or any other
Transaction Document.
Further Assurance
12.9 The Seller shall from time to time and at all times after Completion
execute all such deeds and documents as the Purchaser may reasonably
require for perfecting the transactions intended to be effected under or
pursuant to this Agreement and for vesting in the Purchaser the full
benefit of the Shares.
Entire Agreement
12.10 For the avoidance of doubt, except in relation to the Directors under
Clause 5.1 and 5.2, the joint provisional liquidators, officers,
directors, employees and agents of any member of the Trenwick Group shall
have no liability of any nature to Barclays, the Purchaser or any
affiliate, subsidiary or holding company of Barclays or the Purchaser and
all subsidiaries of any such holding company from time to time in
connection with this Agreement and the matters contemplated by it.
12.11 This Agreement in the form signed by each of the parties and the
Transaction Documents together constitute the entire agreement between the
parties relating to the sale and purchase of the Shares and no party has
relied upon any representation made by any other party or person except
for any representation expressly set out in this Agreement or the other
Transaction Documents.
Third Parties
12.12 The parties to this Agreement do not intend that any term of this
Agreement should be enforceable, by virtue of the Contracts (Rights of
Third Parties) Act 1999, by any person who is not a party to this
Agreement.
Counterparts
12.13 This Agreement may be executed in any number of counterparts each of which
shall be deemed an original, but all the counterparts shall together
constitute one and the same instrument.
Assignment
12.14 Neither the Purchaser nor the Seller shall at any time assign all or any
part of the benefit of, or its rights or benefits under, this Agreement.
Governing Law and Submission to Jurisdiction
12.15 This Agreement, the other Transaction Documents and any other documents to
be entered into pursuant to them, save as expressly referred to therein,
shall be governed by and construed in accordance with English law and the
parties irrevocably agree that the courts of England are to have exclusive
jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement, the other Transaction Documents and such
other documents.
Appointment of Process Agent
12.16 The Seller and LaSalle each hereby irrevocably appoints Fetter Secretaries
Limited, 43 Fetter Lane, London EC4A 1JU as its agent for the service of
process in England in relation to any matter arising out of this
Agreement, service upon whom shall be deemed completed whether or not
forwarded to or received by the Seller or LaSalle.
12.17 Nothing contained in this Agreement shall affect the right to serve
process in any other manner permitted by law or the right to bring
proceedings in any other jurisdiction for the purposes of the enforcement
or execution of, any judgment or other settlement in any other courts.
IN WITNESS whereof this Agreement has been duly executed.
SCHEDULE 1
Basic Information about Oak Dedicated Limited
1. Name: Oak Dedicated Limited
2. Registered Number: 3263556
3. Date of incorporation: 9th October 1996
4. Place of incorporation: Companies House, Cardiff
5. Address of registered office: 2 Minster Court, Mincing Lane, London
EC3R 7FL
6. Class of company: Private Limited Company
7. Authorised share capital: (pound)46,100,000 divided into 46,100,000
ordinary shares of (pound)1 each
8. Issued share capital: (pound)45,099,726 divided into 45,099,726
ordinary shares of (pound)1 each
9. Directors: Richard Hugh Cripps, Robert David Law and
Michael Clive Watson
10. Secretary: Kevin Keith Ryan
11. Accounting reference date: 31st December
Basic Information about Oak Dedicated Two Limited
1. Name: Oak Dedicated Two Limited
2. Registered Number: 2852607
3. Date of incorporation: 13th September 1993
4. Place of incorporation: Companies House, Cardiff
5. Address of registered office: 2 Minster Court, Mincing Lane, London
EC3R 7FL
6. Class of company: Private Limited Company
7. Authorised share capital: (pound)25,460,000 divided into 25,460,000
ordinary shares of (pound)1 each
8. Issued share capital: (pound)21,455,661 divided into 21,455,661
ordinary shares of (pound)1 each
9. Directors: Michael Clive Watson, Richard Hugh Cripps
and Robert David Law
10. Secretary: Kevin Keith Ryan
11. Accounting reference date: 31st December
Basic Information about Oak Dedicated Three Limited
1. Name: Oak Dedicated Three Limited
2. Registered Number: 2982085
3. Date of incorporation: 21st October 1994
4. Place of incorporation: Companies House, Cardiff
5. Address of registered office: 2 Minster Court, Mincing Lane, London
EC3R 7FL
6. Class of company: Private Limited Company
7. Authorised share capital: (pound)7,720,000 divided into 7,720,000
ordinary shares of (pound)1 each
8. Issued share capital: (pound)6,215,755 divided into 6,215,755
ordinary shares of (pound)1 each
9. Directors: Michael Clive Watson, Richard Hugh
Cripps, and Robert David Law
10. Secretary: Kevin Keith Ryan
11. Accounting reference date: 31st December
SCHEDULE 2
Binding Authorities
Synd Synd Risk Class Leader Stats Code and Cancellation Department MOP No EPI 2004
Limit Line Description Period Months
post 1/1
3,765,060 1.25% FINE ART AMLIN 906 - MAR-Fine 1 MARINE 101 - 0.5
UNDERWRITING Art Binding 212
LTD Authority No
Declarations
625,000 25.00% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 106 - 0.5
RISKS EXCL.WAR MANAGING General Lineslip No 755
ONLY RISKS AGENTS Declarations
753,012 12.50% CARGO ALL XL 900 - MAR- 60 MARINE 108 - Open 0.5
RISKS EXCL.WAR General Cover 314
ONLY RISKS
0 12.50% CARGO ALL XL 900 - MAR- 60 MARINE 108 - Open 0.5
RISKS EXCL.WAR General Cover 208
ONLY RISKS
154,000 3.08% CARGO ALL WTK 900 - MAR- 1 MARINE 106 - 0.5
RISKS EXCL.WAR General Lineslip No 233
ONLY RISKS Declarations
881,566 7.32% CARGO ALL XL 900 - MAR- 1 MARINE 106 - 1
RISKS EXCL.WAR General Lineslip No 1,304
ONLY RISKS Declarations
0 7.32% OVERSEAS XL 900 - MAR- 1 MARINE 106 - 1
TERRORISM - General Lineslip No --
TRANSPORT Declarations
2,280,120 15.14% CARGO ALL ACE GLOBAL 932 - MAR-Hulls 1 MARINE 108 - Open 1
RISKS EXCL.WAR MARKETS as Cargo Cover 413
ONLY RISKS
0 15.14% OVERSEAS ACE GLOBAL 932 - MAR-Hulls 1 MARINE 108 - Open 1
TERRORISM - MARKETS as Cargo Cover 417
TRANSPORT
4,016,060 33.33% CARGO ALL AMLIN 900 - MAR- 1 MARINE 101 - 1
RISKS EXCL.WAR UNDERWRITING General Binding 910
ONLY RISKS LTD Authority No
Declarations
750,000 50.00% ALL RISKS OF FRANKONA RE 630 - 30 SPECIALTY 101 - 1
PHYSICAL LOSS UK COMMERCIAL RISKS Binding 7,813
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
375,000 50.00% ALL RISKS OF FRANKONA RE 630 - 30 SPECIALTY 101 - 1
PHYSICAL LOSS UK COMMERCIAL RISKS Binding 18,750
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
1,000,000 25.00% ALL RISKS OF FRANKONA RE 632 - LIGHT 30 SPECIALTY 106 - 1
PHYSICAL LOSS UK INDUSTRIES RISKS Lineslip No 1,563
OR DAMAGE Declarations
OTHER THAN
DIRECT PPN RI
489,028 10.91% ALL RISKS OF MARKEL 338 - 30 PROPERTY 101 - 1
PHYSICAL LOSS Commercial Fire Binding 7,994
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
310,345 7.50% ALL RISKS OF MARKEL 338 - 30 PROPERTY 106 - 1
PHYSICAL LOSS Commercial Fire Lineslip No 6,466
OR DAMAGE Declarations
OTHER THAN
DIRECT PPN RI
272,531 2.91% CARGO ALL MLM 900 - MAR- 90 MARINE 106 - 1
RISKS EXCL.WAR General Lineslip No 2,318
ONLY RISKS Declarations
0 2.91% OVERSEAS MLM 900 - MAR- 90 MARINE 106 - 1
TERRORISM - General Lineslip No 417
TRANSPORT Declarations
999,990 33.33% CARGO ALL MLM 900 - MAR- 1 MARINE 106 - 1
RISKS EXCL.WAR General Lineslip No 4,861
ONLY RISKS Declarations
600,000 20.00% ALL RISKS OF SYNDICATE 218 338 - 30 PROPERTY 101 - 1
PHYSICAL LOSS Commercial Fire Binding 7,500
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
500,000 100.00% UK HOUSEHOLD SYNDICATE 839 322 - Combined 30 PROPERTY 101 - 1
Binding 8,333
Authority No
Declarations
250,000 100.00% HULLS OF TRENWICK 801 - SINGLE 30 GENERAL 106 - 1
AIRCRAFT MANAGING PISTON AVIATION Lineslip No 3,229
INCLUDING AGENTS Declarations
SPARES AND
LOSS OF USE
(EX WAR RISKS,
SPAC
1,225,211 13.56% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 106 - 1
RISKS EXCL.WAR MANAGING General Lineslip No 1,974
ONLY RISKS AGENTS Declarations
0 13.56% OVERSEAS TRENWICK 900 - MAR- 1 MARINE 106 - 1
TERRORISM - MANAGING General Lineslip No 417
TRANSPORT AGENTS Declarations
753,012 100.00% ALL RISKS OF TRENWICK 630 - 30 SPECIALTY 106 - 1
PHYSICAL LOSS MANAGING COMMERCIAL RISKS Lineslip No 2,730
OR DAMAGE AGENTS - Declarations
OTHER THAN SYNDICATE 839
DIRECT PPN RI
2,000,001 66.67% ERRORS & TRENWICK 579 - Financial 30 CASUALTY 101 - 1
OMMISSIONS/PR VARIOUS Consultants Binding 61,637
OFESSIONAL Authority No
INDEMNITY Declarations
1,882,530 12.50% CARGO ALL WELLINGTON 900 - MAR- 1 MARINE 106 - 1
RISKS EXCL.WAR General Lineslip No 4,393
ONLY RISKS Declarations
0 12.50% OVERSEAS WELLINGTON 900 - MAR- 1 MARINE 106 - 1
TERRORISM - General Lineslip No 417
TRANSPORT Declarations
1,384,940 4.60% CARGO ALL WELLINGTON 900 - MAR- 1 MARINE 106 - 1
RISKS EXCL.WAR General Lineslip No 4,039
ONLY RISKS Declarations
0 4.60% OVERSEAS WELLINGTON 900 - MAR- 1 MARINE 106 - 1
TERRORISM - General Lineslip No 417
TRANSPORT Declarations
178,500 7.14% ALL RISKS OF WELLINGTON 338 - 30 PROPERTY 101 - 1
PHYSICAL LOSS 2020 Commercial Fire Binding 2,231
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
1,174,880 5.91% CARGO ALL WTK 900 - MAR- 1 MARINE 108 - Open 1
RISKS EXCL.WAR General Cover 8,026
ONLY RISKS
0 5.91% OVERSEAS WTK 900 - MAR- 1 MARINE 108 - Open 1
TERRORISM - General Cover 417
TRANSPORT
978,012 6.49% CARGO ALL XL 924 - MAR- 1 MARINE 106 - 1
RISKS EXCL.WAR Chilled Lineslip No 456
ONLY RISKS Declarations
101,626 100.00% ALL RISKS OF TRENWICK 634 - SPECIAL 30 SPECIALTY 101 - 1
PHYSICAL LOSS VARIOUS RISKS RISKS Binding 18,198
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
3,256,500 0.50% VESSELS WAR PJG 276 - MAR-Hull 1 MARINE 108 - Open 1
AND/OR War - Covers Cover 1,315
CONFISCATION
3,018,072 0.50% VESSELS WAR PJG 276 - MAR-Hull 1 MARINE 108 - Open 1.5
AND/OR War - Covers Cover 132
CONFISCATION
1,525,836 9.21% LEGAL LIABILITY TRENWICK 914 - MAR- 1 MARINE 108 - Open 1.5
FOR CARGO & MANAGING Shipowner Cover 2,081
PROPERTY AGENTS Liability to Cargo
0 12.75% AIRCRAFT AGM2488 ACE 311 - 30 GENERAL 106 - 2
OPERATOR'S & GLOBAL Miscellaneous AVIATION Lineslip No 2,223
OWNERS LEGAL Declarations
LIABILITY
0 12.75% AIRCRAFT AGM2488 ACE 311 - 30 GENERAL 106 - 2
OPERATOR'S & GLOBAL Miscellaneous AVIATION Lineslip No 1,934
OWNERS LEGAL Declarations
LIABILITY
4,110,392 1.95% GENERAL AMLIN 270 - MAR- 1 MARINE 101 - 2
SPECIE INC UNDERWRITING Specie Binding 8,221
VAULT LTD Authority No
Declarations
376,506 6.25% CARGO ALL BRIT 900 - MAR- 1 MARINE 101 - 2
RISKS EXCL.WAR SYNDICATE General Binding 3,765
ONLY RISKS 2987 Authority No
Declarations
0 0.00% CARGO ALL PWH 900 - MAR- 90 MARINE 106 - 2
RISKS EXCL.WAR General Lineslip No 12,550
ONLY RISKS Declarations
1,000,000 50.00% UK HOUSEHOLD SYNDICATE 839 322 - Combined 30 PROPERTY 101 - 2
Binding 9,063
Authority No
Declarations
2,000,000 100.00% ERRORS & TRENWICK 625 - 30 CASUALTY 101 - 2
OMMISSIONS/ MANAGING CONSTRUCTION Binding 58,125
PROFESSIONAL AGENTS - Authority No
INDEMNITY SYNDICATE 839 CONSULTANTS Declarations
81,325 9.00% SPECIE IN SITU COF 972 - MAR- 1 MARINE 101 - 2
AND O'FARRELL Jewellery/ Binding 2,621
JEWELLER'S Jewellers Block Authority No
BLOCK AND Declarations
SIMILAR ...
500,000 50.00% ALL RISKS OF SYNDICATE 218 338 - 60 PROPERTY 101 - 2
PHYSICAL LOSS Commercial Fire Binding 10,000
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
3,000,000 100.00% ERRORS & TRENWICK 579 - Financial 30 CASUALTY 101 - 2
OMMISSIONS/PR VARIOUS Consultants Binding 904,167
OFESSIONAL Authority No
INDEMNITY Declarations
6,024 10.00% CARGO ALL TRENWICK 977 - MAR- 1 MARINE 106 - 2
RISKS EXCL.WAR MANAGING SHIPS CASH Lineslip No 113
ONLY RISKS AGENTS Declarations
1,204,819 40.00% OVERSEAS TRENWICK 473 - CASH/ 30 CASUALTY 106 - 2
TERRORISM - MANAGING GOODS IN Lineslip No 154
TRANSPORT AGENTS - TRANSIT Declarations
SYNDICATE 839 GENERAL
741,428 24.62% ARMOURED TRENWICK 473 - CASH/ 30 CASUALTY 106 - 2
CARRIERS AND VARIOUS GOODS IN Lineslip No 62,713
CASH IN TRANSIT Declarations
TRANSIT GENERAL
451,807 100.00% HULLS OF TRENWICK 810 - PISTON 30 GENERAL 106 - 3
AIRCRAFT MANAGING AVIATION Lineslip No 56,164
INCLUDING AGENTS Declarations
SPARES AND
LOSS OF USE
(EX WAR RISKS,
SPAC
1,626,016 40.00% ERRORS & TRENWICK 556 - 30 CASUALTY 101 - 3
OMMISSIONS/ MANAGING Miscellaneous Binding 997,521
PROFESSIONAL AGENTS - Authority No
INDEMNITY SYNDICATE 839 Declarations
3,863,600 1.44% GENERAL ACE GLOBAL 270 - MAR- 90 MARINE 110 - Treaty 3
SPECIE INC MARKETS Specie 16
VAULT
648,668 2.28% HULLS OF AGM 319 - Treaty 0 AVIATION 110 - Treaty 3
AIRCRAFT 42,311
INCLUDING
SPARES AND
LOSS OF USE
(EX WAR RISKS,
SPAC
326,558 12.47% BANKERS AGM2488 ACE 488 - FIN INST 30 CASUALTY 106 - 3
GLOBAL BBB PI Lineslip No 96,805
Declarations
924,380 12.82% CARGO ALL AMLIN 942 - MAR- 1 MARINE 108 - Open 3
RISKS EXCL.WAR UNDERWRITING Commodities Cover 1,947
ONLY RISKS LTD General
1,127,000 11.27% CARGO ALL BRIT 900 - MAR- 1 MARINE 101 - 3
RISKS EXCL.WAR SYNDICATE General Binding 9,192
ONLY RISKS 2987 Authority No
Declarations
858,434 5.70% CARGO ALL HAYWARD 910 - MAR-Oil 7 MARINE 110 - Treaty 3
RISKS EXCL.WAR 2,672
ONLY RISKS
600,000 12.00% ALL RISKS OF MARKEL 338 - 30 PROPERTY 101 - 3
PHYSICAL LOSS Commercial Fire Binding 101,250
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
896,792 2.22% GENERAL MARLBOROUGH 270 - MAR- 90 MARINE 110 - Treaty 3
SPECIE INC UNDERWRITING Specie 1,572
VAULT AGENCY LTD
4,035,480 3.57% GENERAL MKL 270 - MAR- 1 MARINE 110 - Treaty 3
SPECIE INC Specie 719
VAULT
4,035,480 3.57% FINE ART MKL 906 - MAR-Fine 1 MARINE 110 - Treaty 3
Art 1,468
2,421,301 3.56% CARGO ALL MKL 900 - MAR- 1 MARINE 110 - Treaty 3
RISKS EXCL.WAR General 1,431
ONLY RISKS
150,602 5.00% SPECIE IN SITU MLM 972 - MAR- 1 MARINE 101 - 3
AND Jewellery/ Binding 18,825
JEWELLER'S Jewellers Block Authority No
BLOCK AND Declarations
SIMILAR ...
41,024 9.08% SPECIE IN SITU MLM 972 - MAR- 1 MARINE 101 - 3
AND Jewellery/ Binding 50
JEWELLER'S Jewellers Block Authority No
BLOCK AND Declarations
SIMILAR ...
602,410 25.00% CARGO ALL PWH 900 - MAR- 90 MARINE 110 - Treaty 3
RISKS EXCL.WAR General 2,270
ONLY RISKS
1,273,500 25.47% ERRORS & RJW 683 625 - 30 CASUALTY 106 - 3
OMMISSIONS/ CONSTRUCTION Lineslip No 509,400
PROFESSIONAL CONSULTANTS Declarations
INDEMNITY
0 7.50% SPACE RISKS SPL 5000 315 - 0 AVIATION 106 - 3
LIABILITY Liabilities Lineslip No 6,036
Declarations
61,105 13.95% OVERSEAS SYNDICATE 335 - Adf & T 30 PROPERTY 101 - 3
MOTOR VEHICLE 2001 Commercial Binding 9,623
PHYSICAL Authority No
DAMAGE Declarations
200,000 10.00% UK HOUSEHOLD SYNDICATE 623 322 - Combined 60 PROPERTY 101 - 3
Binding 55,000
Authority No
Declarations
25,000 100.00% UK HOUSEHOLD SYNDICATE 839 323 - Contents 30 PROPERTY 101 - 3
Binding 32,500
Authority No
Declarations
25,000 100.00% UK HOUSEHOLD SYNDICATE 839 323 - Contents 30 PROPERTY 101 - 3
Binding 10,000
Authority No
Declarations
172,407 25.00% ALL RISKS OF SYNDICATE 839 345 - General 90 PROPERTY 101 - 3
PHYSICAL LOSS Miscellaneous Binding 13,382
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
1,500,000 100.00% UK HOUSEHOLD SYNDICATE 839 322 - Combined 90 PROPERTY 101 - 3
Binding 125,000
Authority No
Declarations
1,500,000 100.00% UK HOUSEHOLD SYNDICATE 839 322 - Combined 90 PROPERTY 101 - 3
Binding 225,000
Authority No
Declarations
132,759 35.00% EU & EEA SYNDICATE 839 335 - Adf & T 100 PROPERTY 101 - 3
MOTOR PD ONLY Commercial Binding 38,470
(EX UK) Authority No
Declarations
3,024,621 49.50% ALL RISKS OF SYNDICATE 839 327 - Caravan 30 PROPERTY 101 - 3
PHYSICAL LOSS Static Binding 5,441
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
278,514 26.92% ALL RISKS OF SYNDICATE 839 345 - General 90 PROPERTY 101 - 3
PHYSICAL LOSS Miscellaneous Binding 24,022
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
614,699 20.41% LEGAL LIABILITY TRENWICK 914 - MAR- 1 MARINE 106 - 3
FOR CARGO & MANAGING Shipowner Lineslip No 1,729
PROPERTY AGENTS Liability to Declarations
Cargo
451,807 25.00% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 106 - 3
RISKS EXCL.WAR MANAGING General Lineslip No 8,472
ONLY RISKS AGENTS Declarations
386,997 100.00% ERRORS & TRENWICK 624 - 30 CASUALTY 101 - 3
OMMISSIONS/ MANAGING PROPERTY Binding 3,389
PROFESSIONAL AGENTS - Authority No
INDEMNITY SYNDICATE 839 Declarations
46,204 4.62% ERRORS & TRENWICK 624 - 30 CASUALTY 101 - 3
OMMISSIONS/ VARIOUS PROPERTY Binding 1,155
PROFESSIONAL Authority No
INDEMNITY Declarations
6,897 1.00% ERRORS & TRENWICK 624 - 30 CASUALTY 101 - 3
OMMISSIONS/ VARIOUS PROPERTY Binding 17
PROFESSIONAL Authority No
INDEMNITY Declarations
1,500,000 100.00% ALL RISKS OF TRENWICK 632 - LIGHT 30 SPECIALTY 101 - 3
PHYSICAL LOSS VARIOUS INDUSTRIES RISKS Binding 37,500
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
672,585 2.50% CARGO ALL WELLINGTON 900 - MAR- 1 MARINE 110 - Treaty 3
RISKS EXCL.WAR General 11,578
ONLY RISKS
881,566 7.32% CARGO ALL XL 975 - MAR-Fish 1 MARINE 106 - 3
RISKS EXCL.WAR Lineslip No 12,397
ONLY RISKS Declarations
0 7.50% OVERSEAS XL 975 - MAR-Fish 1 MARINE 106 - 3
TERRORISM - Lineslip No 1,250
TRANSPORT Declarations
2,602,410 2.70% CARGO ALL ADVENT 935 - MAR- 1 MARINE 106 - 3
RISKS EXCL.WAR Military Lineslip No 610
ONLY RISKS Equipment Declarations
1,612,900 16.13% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 101 - 3
RISKS EXCL.WAR MANAGING General Binding 21,169
ONLY RISKS AGENTS Authority No
Declarations
0 16.13% OVERSEAS TRENWICK 900 - MAR- 1 MARINE 101 - 3
TERRORISM - MANAGING General Binding 625
TRANSPORT AGENTS Authority No
Declarations
1,000 100.00% ALL RISKS OF SYNDICATE 839 345 - 90 PROPERTY 101 - 4
PHYSICAL LOSS General Binding 5,000
OR DAMAGE Miscellaneous Authority No
OTHER THAN Declarations
DIRECT PPN RI
362,952 4.82% CARGO ALL ADVENT 900 - MAR- 90 MARINE 110 - Treaty 4
RISKS EXCL.WAR General 15,728
ONLY RISKS
1,204,819 100.00% ALL RISKS OF TRENWICK 630 - 30 SPECIALTY 106 - 4
PHYSICAL LOSS MANAGING COMMERCIAL RISKS Lineslip No 38,482
OR DAMAGE AGENTS - Declarations
OTHER THAN SYNDICATE 839
DIRECT PPN RI
800,000 20.00% ALL RISKS OF SYNDICATE 623 338 - 30 PROPERTY 101 - 4
PHYSICAL LOSS Commercial Fire Binding 100,000
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
163,200 4.08% ALL RISKS OF ACE 338 - 60 PROPERTY 101 - 4
PHYSICAL LOSS SYNDICATE Commercial Fire Binding 6,902
OR DAMAGE 2488 Authority No
OTHER THAN Declarations
DIRECT PPN RI
1,020,950 29.17% ALL RISKS OF AFB 630 - 30 SPECIALTY 106 - 4
PHYSICAL LOSS COMMERCIAL RISKS Lineslip No 91,156
OR DAMAGE Declarations
OTHER THAN
DIRECT PPN RI
0 13.58% AVIATION AMLIN 299 - AIRPORT 0 AVIATION 101 - 4
PREMISES ETC AUTHORITIES Binding 175,301
LEGAL LIAB Authority No
DIRECT Declarations
3,500,375 34.15% UK HOUSEHOLD JRC 322 - Combined 30 PROPERTY 101 - 4
UNDERWRITING Binding 56,917
AGENCIES Authority No
Declarations
28,976 9.62% GENERAL PJG 270 - MAR- 1 MARINE 102 - 4
SPECIE INC Specie Binding 18,207
VAULT Material
16,024 10.64% GENERAL PJG 270 - MAR- 1 MARINE 102 - 4
SPECIE INC Specie Binding 11,617
VAULT Material
<c>
50,000 100.00% UK HOUSEHOLD SYNDICATE 839 323 - Contents 30 PROPERTY 101 - 4
Binding 123,333
Authority No
Declarations
50,000 100.00% UK HOUSEHOLD SYNDICATE 839 323 - Contents 30 PROPERTY 101 - 4
Binding 9,333
Authority No
Declarations
1 100.00% UK HOUSEHOLD SYNDICATE 839 322 - Combined 30 PROPERTY 101 - 4
Binding 0
Authority No
Declarations
100,000 100.00% HULLS OF TRENWICK 308 - Non- 30 GENERAL 101 - 4
AIRCRAFT MANAGING Commercial AVIATION Binding 40,000
INCLUDING AGENTS Authority No
SPARES AND Declarations
LOSS OF USE
(EX WAR RISKS,
SPAC
882,353 50.00% CARGO ALL TRENWICK 100 - General 1 MARINE 101 - 4
RISKS EXCL.WAR MANAGING Cargo Binding 12,083
ONLY RISKS AGENTS Authority No
Declarations
553,000 6.56% CARGO ALL XL 981 - MAR- 1 MARINE 101 - 4
RISKS EXCL.WAR Commodities Binding 14,813
ONLY RISKS Cotton Authority No
Declarations
395,000 6.56% CARGO ALL XL 921 - MAR- 1 MARINE 101 - 4
RISKS EXCL.WAR Tobacco Binding 19,750
ONLY RISKS Authority No
Declarations
539,912 17.50% ALL RISKS OF JAT 632 - LIGHT 30 SPECIALTY 106 - 4
PHYSICAL LOSS INDUSTRIES RISKS Lineslip No 28,621
OR DAMAGE Declarations
OTHER THAN
DIRECT PPN RI
75,301 25.00% ALL RISKS OF KILN 510 633 - 30 SPECIALTY 106 - 4
PHYSICAL LOSS PERSONAL RISKS Lineslip No 9,527
OR DAMAGE LINES Declarations
OTHER THAN
DIRECT PPN RI
1,004,015 33.33% CARGO ALL WELLINGTON 900 - MAR- 1 MARINE 101 - 4
RISKS EXCL.WAR General Binding 35,141
ONLY RISKS Authority No
Declarations
434,800 21.74% CARGO ALL WELLINGTON 950 - MAR-Elec 1 MARINE 106 - 4
RISKS EXCL.WAR Goods Mobile Lineslip No 27,175
ONLY RISKS Phones Declarations
3,000,000 100.00% ERRORS & TRENWICK 579 - Financial 30 CASUALTY 101 - 5
OMMISSIONS/ MANAGING Consultants Binding 109,375
PROFESSIONAL AGENTS - Authority No
INDEMNITY SYNDICATE 839 Declarations
1,673,358 18.52% CARGO ALL TALBOT 932 - MAR-Hulls 1 MARINE 108 - Open 5
RISKS EXCL.WAR as Cargo Cover 3,370
ONLY RISKS
1,111,000 33.33% CARGO ALL MLM 975 - MAR-Fish 1 MARINE 106 - 5
RISKS EXCL.WAR Lineslip No 6,481
ONLY RISKS Declarations
223,675 7.43% GENERAL MLM 270 - MAR- 1 MARINE 106 - 5
SPECIE INC Specie Lineslip No 13,514
VAULT Declarations
963,855 16.00% LEGAL LIABILITY TRENWICK 914 - MAR- 1 MARINE 106 - 5
FOR CARGO & MANAGING Shipowner Lineslip No 482
PROPERTY AGENTS Liability to Declarations
Cargo
150,633 33.34% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 106 - 5
RISKS EXCL.WAR MANAGING General Lineslip No 36,968
ONLY RISKS AGENTS Declarations
0 33.34% OVERSEAS TRENWICK 978 - MAR- 1 MARINE 106 - 5
TERRORISM - MANAGING Terrorism Lineslip No 2,083
TRANSPORT AGENTS Declarations
1,500,000 50.00% ERRORS & TRENWICK 579 - Financial 30 CASUALTY 106 - 5
OMMISSIONS/ MANAGING Consultants Lineslip No 2,554,250
PROFESSIONAL AGENTS - Declarations
INDEMNITY SYNDICATE 839
1,195,783 7.94% CARGO ALL WELLINGTON 100 - General 1 MARINE 106 - 5
RISKS EXCL.WAR Cargo Lineslip No 26,158
ONLY RISKS Declarations
623,494 3.45% CARGO ALL WTK 900 - MAR- 1 MARINE 106 - 5
RISKS EXCL.WAR General Lineslip No 2,923
ONLY RISKS Declarations
5,868,976 12.99% CARGO ALL XL 100 - General 1 MARINE 106 - 5
RISKS EXCL.WAR Cargo Lineslip No 48,908
ONLY RISKS Declarations
2,068,966 100.00% ERRORS & TRENWICK 625 - 30 CASUALTY 101 - 5
OMMISSIONS/PR MANAGING CONSTRUCTION Binding 208,333
OFESSIONAL AGENTS - CONSULTANTS Authority No
INDEMNITY SYNDICATE 839 Declarations
301,205 100.00% ALL RISKS OF TRENWICK 633 - 30 SPECIALTY 106 - 5
PHYSICAL LOSS MANAGING PERSONAL RISKS Lineslip No 99,523
OR DAMAGE AGENTS - LINES Declarations
OTHER THAN SYNDICATE 839
DIRECT PPN RI
0 11.72% AIRCRAFT AMLIN 805 - TWIN 30 GENERAL 101 - 6
OPERATOR'S & INSURANCE AVIATION Binding 4,222
OWNERS LEGAL SERVICES Authority No
LIABILITY Declarations
0 5.00% AIRCRAFT AMLIN 316 - 0 AVIATION 108 - Open 6
OPERATOR'S & Contingency/Re Cover 3,954
OWNERS LEGAL possession
LIABILITY
0 0.00% CARGO ALL AMLIN 900 - MAR- 1 MARINE 101 - 6
RISKS EXCL.WAR UNDERWRITING General Binding 101,657
ONLY RISKS LTD Authority No
Declarations
1,000,000 25.00% UK HOUSEHOLD JRC 322 - Combined 30 PROPERTY 101 - 6
UNDERWRITING Binding 14,663
AGENCIES Authority No
Declarations
0 0.00% FINE ART PJG 906 - MAR-Fine 1 MARINE 106 - 6
Art Lineslip No 1,762
Declarations
2,500,000 5.00% FINE ART SVB 906 - MAR-Fine 1 MARINE 106 - 6
Art Lineslip No 9,063
Declarations
336,323 25.00% ALL RISKS OF SYNDICATE 780 322 - Combined 90 PROPERTY 101 - 6
PHYSICAL LOSS Binding 17,976
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
656,761 100.00% OVERSEAS SYNDICATE 839 335 - Adf & T 30 PROPERTY 101 - 6
MOTOR VEHICLE Commercial Binding 19,397
PHYSICAL Authority No
DAMAGE Declarations
20,834 20.83% ALL RISKS OF SYNDICATE 839 345 - General 90 PROPERTY 101 - 6
PHYSICAL LOSS Miscellaneous Binding 29,532
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
602,410 20.00% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 106 - 6
RISKS EXCL.WAR MANAGING General Lineslip No 2,309
ONLY RISKS AGENTS Declarations
602,410 20.00% OVERSEAS TRENWICK 900 - MAR- 1 MARINE 106 - 6
TERRORISM - MANAGING General Lineslip No 2,500
TRANSPORT AGENTS Declarations
344,828 50.00% ALL RISKS OF TRENWICK 631 - LEISURE 30 SPECIALTY 106 - 6
PHYSICAL LOSS MANAGING RISKS Lineslip No 46,543
OR DAMAGE AGENTS - Declarations
OTHER THAN SYNDICATE 839
DIRECT PPN RI
376,506 25.00% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 106 - 7
RISKS EXCL.WAR MANAGING General Lineslip No 2,965
ONLY RISKS AGENTS Declarations
197,545 13.64% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 101 - 7
RISKS EXCL.WAR MANAGING General Binding 20,578
ONLY RISKS AGENTS Authority No
Declarations
197,545 13.64% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 101 - 7
RISKS EXCL.WAR MANAGING General Binding 7,683
ONLY RISKS AGENTS Authority No
Declarations
1,004,015 33.33% CARGO ALL AMLIN 909 - MAR- 30 MARINE 108 - Open 7
RISKS EXCL.WAR UNDERWRITING Voyage Freight Cover 1,874
ONLY RISKS LTD
115,517 33.50% FIRE AND PERILS KILN 510 630 - 30 SPECIALTY 106 - 7
COMMERCIAL RISKS Lineslip No 31,632
Declarations
1,149,310 33.33% ALL RISKS OF KILN 510 630 - 30 SPECIALTY 106 - 7
PHYSICAL LOSS COMMERCIAL RISKS Lineslip No 249,926
OR DAMAGE Declarations
OTHER THAN
DIRECT PPN RI
200,000 100.00% ALL RISKS OF SYNDICATE 839 339 - Musical 30 PROPERTY 101 - 7
PHYSICAL LOSS Instruments Binding 75,833
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
727,789 4.03% CARGO ALL WTK 900 - MAR- 1 MARINE 106 - 7
RISKS EXCL.WAR General Lineslip No 1,087
ONLY RISKS Declarations
753,012 25.00% CARGO ALL AMLIN 909 - MAR- 60 MARINE 106 - 8
RISKS EXCL.WAR UNDERWRITING Voyage Freight Lineslip No 798
ONLY RISKS LTD Declarations
1,807,229 20.00% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 101 - 8
RISKS EXCL.WAR MANAGING General Binding 55,422
ONLY RISKS AGENTS Authority No
Declarations
482,759 7.00% ARMOURED WELLINGTON 270 - MAR- 1 MARINE 106 - 8
CARRIERS AND Specie Lineslip No 8,936
CASH IN Declarations
TRANSIT
232,775 25.00% ALL RISKS OF SYND 1200 338 - 60 PROPERTY 101 - 8
PHYSICAL LOSS Commercial Fire Binding 14,445
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
1,013,178 11.25% CARGO ALL WELLINGTON 900 - MAR- 1 MARINE 110 - Treaty 8
RISKS EXCL.WAR General 2,372
ONLY RISKS
25,000 50.00% CARGO ALL TRENWICK 904 - MAR- 1 MARINE 101 - 8
RISKS EXCL.WAR MANAGING Aviation Spares Binding 2,250
ONLY RISKS AGENTS Authority No
Declarations
333,333 18.75% CARGO ALL AMLIN 938 - MAR- 1 MARINE 102 - 9
RISKS EXCL.WAR Logging Binding 562,500
ONLY RISKS Material
3,614,458 6.00% GENERAL AMLIN 905 - MAR- 1 MARINE 106 - 9
SPECIE INC UNDERWRITING General Specie Lineslip No 18,299
VAULT LTD Declarations
1,075,602 3.57% FINE ART PJG 906 - MAR-Fine 1 MARINE 106 - 9
Art Lineslip No 9,656
Declarations
25,400 100.00% ALL RISKS OF SYNDICATE 839 345 - General 30 PROPERTY 101 - 9
PHYSICAL LOSS Miscellaneous Binding 3,544
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
20,000 100.00% UK HOUSEHOLD SYNDICATE 839 323 - Contents 30 PROPERTY 101 - 9
Binding 65,813
Authority No
Declarations
289,157 16.00% CARGO ALL TRENWICK 900 - MAR- 1 MARINE 101 - 9
RISKS EXCL.WAR MANAGING General Binding 6,470
ONLY RISKS AGENTS Authority No
Declarations
65,000 100.00% ALL RISKS OF SYNDICATE 839 339 - Musical 30 PROPERTY 101 - 10
PHYSICAL LOSS Instruments Binding 61,875
OR DAMAGE Authority No
OTHER THAN Declarations
DIRECT PPN RI
1,662,000 11.08% UK HOUSEHOLD SYNDICATE 322 - Combined 30 PROPERTY 101 - 11
1096 Binding 211,259
Authority No
Declarations
1,500,000 100.00% UK HOUSEHOLD SYNDICATE 839 322 - Combined 90 PROPERTY 101 - 11
Binding 126,500
Authority No
Declarations
993,976 8.25% CARGO ALL TRENWICK 932 - MAR-Hulls 1 MARINE 106 - 11
RISKS EXCL.WAR MANAGING as Cargo Lineslip No 3,189
ONLY RISKS AGENTS Declarations
1,101,958 7.32% CARGO ALL XL 975 - MAR-Fish 1 MARINE 106 - 11
RISKS EXCL.WAR Lineslip No 24,041
ONLY RISKS Declarations
Industrial TMA PROPERTY 101 - 10
Property Binding
Authority No 6,666,667
Declarations
Marine Cargo TMA MARINE 101 - 10
Binding 4,583,333
Authority No
Declarations
TOTAL PRO 20,770,485
RATA PREMIUM
POST 1/1/2004
TRENWICK 65
LEAD TOTAL
NUMBER
LEAD AS % OF 40%
TOTAL 163
PREMIUM FOR 17,715,736
TRENWICK
LEAD RISKS
LEAD PREMIUM 85%
AS % OF TOTAL
SCHEDULE 3
Conditions
Court and Regulatory Approval
1. (i) Trenwick Group Limited, Trenwick America Corporation and LaSalle
(collectively, the "Debtors") shall have submitted to the United States
District Court for the District of Delaware (the "Bankruptcy Court") a
motion in the form of Annex L (the "Motion");
(ii) the Bankruptcy Court shall have entered an order in the form of
exhibit "L" to the Motion, or in such other form as shall be reasonably
satisfactory to the Debtors, the Purchaser and Barclays (the "Order"); and
(iii) such Order shall not have been stayed, modified or amended.
Compliance with Clauses 5 and 8.2 of the Sale and Purchase Agreement
2. The Directors have complied fully with their obligations in Clause 5 of
this Agreement in the period from today's date until the date on which
Condition 1 is satisfied.
3. The Seller has complied fully with its obligations in Clause 8.2 of this
Agreement until the date on which Condition 1 is satisfied.
Company Rep Letters
4. The representations made by the Directors for and on behalf of each of the
Companies set out in the Company Rep Letters dated today's date and
addressed to FOSPV remain on the date on which Condition 1 is satisfied
true and accurate in all material respects.
Purchaser protection
5. There being no public announcement by H.M. Treasury, the Inland Revenue or
any other Tax authority, after today's date but before the satisfaction of
the other Conditions of any change, enactment or introduction of, or any
possible change, enactment or introduction of, any law or published
practice of the Inland Revenue or any other Tax authority which in
Barclays' reasonable opinion will or may adversely affect:
(a) the ability of Barclays or any Barclays Group Member (as defined in
the Group Relief Agreement) validly to claim Group Relief (as
defined in the Group Relief Agreement) in respect of any losses of
any of the Companies, or
(b) the quantum of the losses available for surrender by way of Group
Relief (as defined in the Group Relief Agreement) to Barclays or any
Barclays Group Member (as defined in the Group Relief Agreement)
pursuant to clause 2 of the Group Relief Agreement.
Standstill Deeds
6. No party to a Standstill Deed having done any act in the period from
today's date until the making of the payment by Barclays under sub-clause
2.2 of the Group Relief Agreement which would have breached such
Standstill Deed had the taking effect of such Standstill Deed not been
suspended until the making of such payment.
Novation and Allotment Agreement
7. The Novation and Allotment Agreement has been completed in accordance with
its terms.
SCHEDULE 4
Part A - Current Creditors of the Companies
(pound)'s Oak Dedicated Oak Dedicated Oak Dedicated Total
Limited Two Limited Three Limited
-----------------------------------------------------------------------
Trenwick Group Limited* 2,332,496.00 963,353.00 196,387.00 3,492,236.00
Trenwick America Corporation* 13,223,311.00 3,804,728.00 624,570.00 17,652,609.00
Trenwick UK Management Services 406,093.69 177,325.65 36,611.55 620,030.89
Limited**
Trenwick UK Holdings Limited** 0.00 0.00 309,958.00 309,958.00
Archer Dedicated PLC** 0.00 18.08 0.00 18.08
----------------------------------------------------------------------
Total 15,961,900.69 4,945,424.73 1,167,526.55 22,074,851.97
The table below represents exactly the same debts, translated in USD.
$'s Oak Dedicated Oak Dedicated Oak Dedicated Total
Limited Two Limited Three Limited
----------------------------------------------------------------------
Trenwick Group Limited* 3,899,233.56 1,610,437.21 328,300.15 5,837,970.92
Trenwick America Corporation* 22,105,409.00 6,360,363.80 1,044,093.67 29,509,866.47
Trenwick UKManagement Services 678,866.82 296,435.29 61,203.53 1,036,505.64
Limited
Trenwick UK Holdings Limited 0.00 0.00 518,156.79 518,156.79
Archer Dedicated PLC 0.00 30.22 0.00 30.22
----------------------------------------------------------------------
Total 26,683,509.38 8,267,266.52 1,951,754.13 36,902,530.04
Exchange Rate = 1.6717
* The debts owed to Trenwick Group Limited and Trenwick America Corporation
shall be novated and capitalised pursuant to the Novation and Allotment
Agreement following satisfaction of condition 1.
** The debts owed to Trenwick UK Management Services Limited, Trenwick UK
Holdings Limited and Archer Dedicated PLC are subject to Standstill Deeds.
Part B - Proposed Future Creditors of the Companies
- --------------------------------------------------------------------------------
TRENWICK LLOYD'S
OAKS 1-4
27TH OCTOBER 2003
- --------------------------------------------------------------------------------
Specific proposals on matters between Trenwick UK Management Services Limited
(TUKMS), Oak Dedicated Four Limited (Oak 4) and the Companies such proposals
being subject to the relevant Standstill Deeds.
Amounts owed by the Companies and Oak 4 to TUKMS (approximately (pound)750,000
at 30 September 2003)
TUKMS will not seek recovery of the amounts paid with respect to capital
restructuring (including, Ernst & Young and Lovell's fees). This is expected to
amount to (pound)400,000 to (pound)500,000 of the approximately (pound)750,000
owed to TUKMS by the Companies and Oaks 4.
TARCO contingent liability
TUKMS will indemnify TARCO against potential liability subject to the following
limit, concerning the group relief of Oak Dedicated Two Limited's tax losses.
The indemnity will be up to (pound)252,000, for which support will be provided
to show that this is the maximum estimated loss.
Oak 4 liability to Swiss Re
Oak Dedicated Limited will lend money to Oak 4 to the extent this it is able, to
enable Oak 4 to settle its (pound)729,000 liability to Swiss Re. To the extent
that Oak 4 is unable to repay the debt (after five years), then TUKMS will
indemnify Oak Dedicated Limited up to 50% of the original loan, but such
indemnity to be limited to any value realised by the Magic Sunny Limited from
group relief of Oak 4 tax losses.
Oak Dedicated Three Limited corporation tax liability
Oak Dedicated Limited will lend money to Oak Dedicated Three Limited to the
extent it is able, to enable Oak Three Limited to settle its estimated
corporation tax liability of up to (pound)350,000 owed to the Inland Revenue.
Payment of $500,000 LOC banks advisers' fees
The Companies and Oak 4 will pay the fees to the extent they are able, but the
costs will be spread pro-rata across the Companies' and Oak 4's participation in
syndicate 839 and loans recorded between the Companies and Oak 4 to the extent
they have over or under funded their share.
Legal costs incurred on debt collection by Oak 1
Oak Dedicated Limited will fund costs of its own debt collection to the extent
it is able (Europa - (pound)1.4m and Gerling - (pound)0.4m).
Support for Oaks liquidity requirements
To the extent that the Companies do not have sufficient liquidity to pay their
financial obligations (excluding underwriting obligations), then TUKMS will
offer to provide short term loans to the Companies to be repaid to TUKMS in
preference to the Preference Share holders (subject to available funds in
TUKMS). The obligation to repay any such loans will be deferred until the
earlier of the time when the relevant Company is able to repay and any
winding-up of the relevant Company.
N.B. Unless stated otherwise, all loans to the Companies described in this
Schedule 4 will be interest free, with full recourse and will not carry any
right to convert into or acquire any other loans, securities, shares or other
rights.
Annex A
Group Relief Agreement
Annex B
Novation and Allotment Agreement
Annex C
Current Memoranda and Articles
Annex D
New Articles
Annex E
Corporate Services Agreement
Annex F
Tax Letter
Annex G
Option Agreement
Annex H
Company Rep Letters
Annex I
Confirmation of Debt Letter
Annex J
Managing Agent/Oaks Fee Variation Agreement
Annex K
Mortgage Deed
Annex L
The Motion (including exhibit "L")
Annex M
Legal Opinions
SIGNED by )/s/ R H Cripps
on behalf of LaSalle (UK) Ltd. )
SIGNED by )/s/ Alan L. Hunte
on behalf of LaSalle Re Limited )President
SIGNED by )/s/ Mark Brown
on behalf of FOSPV Limited )
SIGNED by )/s/ Mark Brown
on behalf of Barclays Bank Plc )
SIGNED by )/s/ MC Watson
Michael Clive Watson )
SIGNED by )/s/ R D Law
Robert David Law )
SIGNED by )/s/ R H Cripps
Richard Hugh Cripps )
CONTENTS
1. INTERPRETATION.........................................................1
2. AGREEMENT TO SELL THE SHARES...........................................5
3. CONDITIONS.............................................................6
4. COMPLETION.............................................................7
5. PERIOD BETWEEN EXCHANGE AND COMPLETION.................................8
6. FURTHER OBLIGATIONS....................................................9
7. PURCHASER'S WARRANTIES AND UNDERTAKINGS................................9
8. SELLER'S UNDERTAKINGS.................................................10
9. SECONDARY LIABILITY FOR OTHER PERSONS' TAXES..........................10
10. DEDUCTIONS............................................................11
11. BARCLAYS GUARANTEE....................................................11
12. MISCELLANEOUS.........................................................13
Dated 11 November 2003
LASALLE (UK) LTD.
and
FOSPV LIMITED
and
BARCLAYS BANK PLC
and
THE PERSONS NAMED AS DIRECTORS
and
LASALLE RE LIMITED
---------------------------------------
SALE AND PURCHASE AGREEMENT
FOR THE ENTIRE ORDINARY SHARE CAPITAL OF
OAK DEDICATED LIMITED,
OAK DEDICATED TWO LIMITED
AND
OAK DEDICATED THREE LIMITED
---------------------------------------
Slaughter and May
One Bunhill Row
London EC1Y 8YY
(RCS/JZXM)
CE032680028