FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of September 27, 2000, among Trenwick Group Inc., a Delaware corporation
("Trenwick"), Trenwick America Corporation, a Delaware Corporation ("Trenwick
America") and Bank One Trust Company, N.A., as successor to First National Bank
of Chicago, 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 "Indenture"), dated as of March
27, 1998, between Trenwick and the Trustee, Trenwick issued its 6.70% Notes due
April 1, 2003 (collectively, the "Securities");
WHEREAS, Trenwick, LaSalle Re Holdings Limited, LaSalle Re Limited and
Trenwick Group Ltd. (formerly Gowin Holdings International Limited) have entered
into an Amended and Restated Agreement, Schemes of Arrangement and Plan of
Reorganization, dated as of March 20, 2000, in connection with which Trenwick
will transfer its property substantially as an entirety to Chartwell Re Holdings
Corporation, a Delaware corporation ("Chartwell Re") and Chartwell Re will merge
with and into Trenwick America (the "Asset Transfer");
WHEREAS, upon consummation of the Asset Transfer, all of the debts,
liabilities, duties and obligations of Trenwick will become the debts,
liabilities, duties and obligations of Trenwick America, including without
limitation the debts, liabilities, duties and obligations of Trenwick under the
Indenture;
WHEREAS, Section 10.01 of the Indenture provides in pertinent part that
Trenwick may consummate the Asset Transfer and that, in the event thereof,
Trenwick America shall expressly assume, by supplemental indenture, executed and
delivered to the Trustee, all of the obligations of Trenwick under the
Indenture;
WHEREAS, Sections 9.05 and 10.03 of the Indenture provide in pertinent
part that in connection with the Asset Transfer, Trenwick is required to deliver
to the Trustee an Officers' Certificate and Opinion of Counsel stating that the
Asset Transfer and supplemental indenture in respect thereto comply with the
provisions described in Articles IX and X of the Indenture;
WHEREAS, Section 10.02 of the Indenture provides in pertinent part that
upon the Asset Transfer, the successor Person to which Trenwick transferred its
property substantially as an entirety shall succeed to, and be substituted for,
and may exercise every right and power of Trenwick under the Indenture with the
same effect as if such successor Person had been named as Trenwick therein;
WHEREAS, Section 9.01 of the Indenture provides in pertinent part that
the Company and the Trustee may supplement the Indenture without the consent of
any Noteholder to provide for the assumption of Trenwick's obligations under the
Indenture to the Noteholders pursuant to Article X of the Indenture;
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WHEREAS, all things necessary to make this Supplemental Indenture a
valid and binding agreement of Trenwick and Trenwick America 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
Noteholders as follows:
SECTION 1. Trenwick America hereby expressly assumes all of the
obligations of Trenwick under the Indenture, including the obligation to make
due and punctual payment of the principal of and interest on all of the Notes
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Company.
SECTION 2. Pursuant to Section 10.02 of the Indenture, Trenwick America
hereby succeeds to, and is substituted for, and may exercise every right and
power of Trenwick under the Indenture with the same effect as if Trenwick
America had been named as Trenwick therein.
SECTION 3. After the execution and delivery of this Supplemental
Indenture, any Notes authenticated and delivered in substitution for, or in lieu
of, Notes then outstanding and all Notes 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 AMERICA CORPORATION, A DELAWARE CORPORATION, HAS
EXPRESSLY ASSUMED ALL OF THE OBLIGATIONS OF TRENWICK GROUP
INC. UNDER THE INDENTURE, INCLUDING THE OBLIGATION TO MAKE DUE
AND PUNCTUAL PAYMENT OF THE PRINCIPAL OF AND INTEREST ON ALL
OF THE NOTES AND THE DUE AND PUNCTUAL PERFORMANCE AND
OBSERVANCE OF ALL OF THE COVENANTS AND CONDITIONS OF THIS
INDENTURE TO BE PERFORMED OR OBSERVED BY THE COMPANY.
REFERENCE IS HEREBY MADE TO THE FIRST SUPPLEMENTAL INDENTURE,
DATED AS OF SEPTEMBER 27, 2000, COPIES OF WHICH ARE ON FILE
WITH THE TRUSTEE.
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.
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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 and
the statements in the Officers' Certificate and Opinion of Counsel delivered in
connection herewith shall be taken as statements of Trenwick America and
Trenwick, 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 Asset Transfer.
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 AMERICA CORPORATION
By: /s/ James F. Billett, Jr.
----------------------------------
Name: James F. Billett, Jr.
Title: Chairman, President and Chief
Executive Officer
Attest:
By: /s/ John V. Del Col
-------------------------
Name: John V. Del Col
Title: Senior Vice President,
General Counsel and Secretary
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr.
---------------------------------
Name: James F. Billett, Jr.
Title: Chairman, President and Chief
Executive Officer
Attest:
By: /s/ John V. Del Col
-------------------------
Name: John V. Del Col
Title: Senior Vice President,
General Counsel and Secretary
BANK ONE TRUST COMPANY, N.A.
By: /s/ Mary R. Fonti
---------------------------------
Name: Mary R. Fonti
Title: Vice President
Attest:
By: /s/ Michael D. Pinzon
-------------------------
Name: Michael D. Pinzon
Title: Authorized Officer
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