SECOND SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"),
dated as of October 27, 1999, among Chartwell Re Corporation, a Delaware
corporation (the "Company"), Trenwick Group Inc., a Delaware corporation
("Trenwick") and State Street Bank and Trust Company as trustee under the
Indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, pursuant to the Indenture (the "Original Indenture"),
dated as of December 1, 1995, between Piedmont Management Company Inc.
("Piedmont") and the Trustee, Piedmont issued its Contingent Interest Notes Due
June 30, 2006 (collectively, the "Securities");
WHEREAS, on December 13, 1995, Piedmont merged with and into
the Company (the "Prior Merger"), and upon consummation of the Prior Merger, all
of the debts, liabilities, duties and obligations of Piedmont became the debts,
liabilities, duties and obligations of the Company, including, without
limitation, the debts, liabilities, duties and obligations of Piedmont under the
Original Indenture;
WHEREAS, on consummation of the Prior Merger, the assumption
of the debts, liabilities, duties and obligations of Piedmont under the Original
Indenture was evidenced by the execution and delivery by Piedmont, the Company
and the Trustee of a First Supplemental Indenture dated as of December 13, 1995
(the Original Indenture, as so supplemented, the "Indenture");
WHEREAS, the Company and Trenwick have entered into an
Agreement and Plan of Merger dated as of June 21, 1999 (the "Merger Agreement")
pursuant to which, at the Effective Time (as defined in the Merger Agreement),
the Company will be merged with and into Trenwick, with Trenwick being the
surviving corporation (the "Present Merger");
WHEREAS, upon consummation of the Present Merger, all of the
debts, liabilities, duties and obligations of the Company will become the debts,
liabilities, duties and obligations of Trenwick, including without limitation
the debts, liabilities, duties and obligations of the Company under the
Indenture;
WHEREAS, Section 5.1 of the Indenture provides in pertinent
part that the Company may consummate the Present Merger, and that, in the event
thereof, Trenwick shall expressly assume, by supplemental indenture, executed
and delivered to the Trustee, all of the obligations of the Company under the
Indenture;
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WHEREAS, Section 5.1 of the Indenture provides in pertinent
part that in connection with the Present Merger, the Company is required to
deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each
stating that the Present Merger and supplemental indenture in respect thereto
comply with the provisions described in the Indenture and that all conditions
precedent provided for in the Indenture relating to such transaction have been
complied with;
WHEREAS, Section 5.2 of the Indenture provides in pertinent
part that upon the Present Merger, the successor Person into which the Company
is merged shall succeed to, and be substituted for, and may exercise every right
and power of the Company under the Indenture with the same effect as if such
successor Person had been named as the Company therein;
WHEREAS, Section 9.1 of the Indenture provides in pertinent
part that the Company and the Trustee may supplement the Indenture without the
consent of any Holder of a Security to provide for the assumption of the
Company's obligations under the Indenture to the Holders in the case of a merger
pursuant to Article 5 of the Indenture upon request of the Company accompanied
by a resolution of the Board of Directors of the Company authorizing the
execution of such supplemental indenture; and
WHEREAS, all things necessary to make this Supplemental
Indenture a valid and binding agreement of the Company and Trenwick in
accordance with its terms have been done;
NOW, THEREFORE, for and in consideration of the premises, it
is mutually covenanted and agreed for the equal and proportionate benefit of all
Holders of the Securities as follows:
SECTION 1. Trenwick hereby expressly assumes all of the
obligations of the Company under the Indenture, including the obligation to make
due and punctual payment of the Payment Amount and the performance of every
covenant, agreement and obligation on the part of the Company under the
Indenture.
SECTION 2. Pursuant to Section 5.2 of the Indenture,
Trenwick hereby succeeds to, and is substituted for, and may exercise every
right and power of the Company under the Indenture with the same effect as
if Trenwick had been named as the Company therein.
SECTION 3. After the execution and delivery of this
Supplemental Indenture, any Securities authenticated and delivered in
substitution for, or in lieu of, Securities then outstanding and all
Securities presented or delivered to the Trustee on and after such date for
such purpose shall be stamped, typed or otherwise affixed with a notation
as follows:
TRENWICK GROUP INC., A DELAWARE CORPORATION, HAS EXPRESSLY
ASSUMED ALL OF THE OBLIGATIONS OF PIEDMONT MANAGEMENT
COMPANY INC. AND CHARTWELL RE CORPORATION UNDER THE
INDENTURE, INCLUDING THE OBLIGATION TO MAKE DUE AND
PUNCTUAL PAYMENT OF THE PAYMENT AMOUNT (AS DEFINED IN THE
INDENTURE) AND THE PERFORMANCE OF EVERY COVENANT,
AGREEMENT AND OBLIGATION ON THE PART OF THE COMPANY
UNDER THE INDENTURE. REFERENCE IS HEREBY MADE TO THE
SECOND SUPPLEMENTAL INDENTURE, DATED AS OF OCTOBER 27, 1999,
COPIES OF WHICH ARE ON FILE WITH THE TRUSTEE.
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SECTION 4. The Trustee accepts this Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby supplemented upon
the terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities in the
performance of the trust created by the Indenture as hereby supplemented.
SECTION 5. The Indenture, supplemented as hereinabove set
forth, is in all respects ratified and confirmed, and the terms and conditions
thereof, supplemented as hereinabove set forth, shall be and remain in full
force and effect.
SECTION 6. The recitals contained in this Supplemental
Indenture shall be taken as statements of Trenwick and the Company, and the
Trustee shall have no responsibility for their correctness.
SECTION 7. This Supplemental Indenture shall become effective
upon, and simultaneously with, the Effective Time of the Merger.
SECTION 8. The internal laws of the State of New York shall
govern this Supplemental Indenture.
SECTION 9. This Supplemental Indenture may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
SECTION 10. Capitalized terms not otherwise defined herein are
defined as set forth in the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr.
----------------------------
Name: James F. Billett, Jr.
Title: Chairman, President &
Chief Executive Officer
Attest:
By: /s/ Jane T. Wiznitzer
------------------------
Name: Jane T. Wiznitzer
Title: Secretary
CHARTWELL RE CORPORATION
By: /s/ Steven J. Bensinger
----------------------------
Name: Steven J. Bensinger
Title: President
Attest:
By: /s/ John V. Del Col
------------------------
Name: John V. Del Col
Title: Vice President,
General Counsel & Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ Kathy A. Larimore
----------------------------
Name: Kathy A. Larimore
Title: Assistant Vice President
Attest:
By: /s/ Debra A. Colon
------------------------
Name: Debra A. Colon
Title: Assistant Secretary
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