Exhibit 99.1
AMENDMENT TO FORBEARANCE AGREEMENT
AMENDMENT TO FORBEARANCE AGREEMENT, dated as of November 21, 2002
(this "Amendment"), among TRENWICK AMERICA CORPORATION ("Trenwick America"),
TRENWICK HOLDINGS LIMITED (the "Account Party"), TRENWICK GROUP LTD.
("Holdings"), LASALLE RE HOLDINGS LIMITED ("LaSalle Holdings"), the lending
institutions party to the Credit Agreement referred to below ( each a "Bank,"
and collectively, the "Banks"), and JPMORGAN CHASE BANK, as Administrative Agent
(in such capacity, the "Administrative Agent"). All capitalized terms used
herein and not otherwise defined herein shall have the meaning provided such
terms in the Forbearance Agreement and the Credit Agreement referred to below.
W I T N E S S E T H :
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WHEREAS, Trenwick America, the Account Party, Holdings, LaSalle
Holdings, the Banks and the Administrative Agent are parties to a Forbearance
Agreement dated as of November 11, 2002 (as amended, modified and/or
supplemented to, but not including the date hereof, the "Forbearance
Agreement");
WHEREAS, Trenwick America, the Account Party, the Banks and the
Administrative Agent are parties to the Credit Agreement, dated as of November
24, 1999 and Amended and Restated as of September 27, 2000 (as amended, modified
and/or supplemented to, but not including, the date hereof, the "Credit
Agreement");
WHEREAS, Holdings and the Administrative Agent are parties to the
Holdings Guaranty, dated as of September 27, 2000 (as amended, modified and/or
supplemented to, but not including, the date hereof, the "Holdings Guaranty");
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto wish to amend the Forbearance Agreement as provided herein;
NOW, THEREFORE, it is agreed;
A. Amendment
1. Section 2.1 of the Forbearance Agreement is hereby amended by deleting
the date "November 22, 2002" appearing therein and inserting the date "December
6, 2002" in lieu thereof.
B. Miscellaneous Provisions
1. In order to induce the Banks to enter into this Amendment, each Credit
Party hereby represents and warrants that (i) the representations and warranties
of contained in Article IV of the Forbearance Agreement are true and correct in
all material respects on and as of the
Forbearance Amendment Effective Date (as defined below) (except with respect to
any representations and warranties limited by their terms to a specific date,
which shall be true and correct in all material respects as of such date), (ii)
there exists no Forbearance Event of Default under the Forbearance Agreement on
the Forbearance Amendment Effective Date and (iii) there exists no Default or
Event of Default under the Credit Agreement (other than the Events) on the
Forbearance Amendment Effective Date, in each case after giving effect to this
Amendment.
2. This Amendment is limited as specified and shall not constitute an
amendment, modification, acceptance or waiver of any other provision of the
Forbearance Agreement.
3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
4. This Amendment shall become effective on the date (the "Forbearance
Amendment Effective Date") when the Borrower, the Account Party, Holdings,
LaSalle Holdings and the Required Banks shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including
by way of telecopier) the same to the Administrative Agent.
5. From and after the Forbearance Amendment Effective Date, all references
in the Forbearance Agreement shall be deemed to be referenced to the Forbearance
Agreement as modified hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this Forbearance
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first written above.
TRENWICK GROUP LTD.,
in its capacity as a Guarantor and Pledgor
By /s/ X. Xxxxxxx Xxxxxx
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Name: X. Xxxxxxx Xxxxxx
Title: Acting Chairman &
Acting Chief Executive Officer
TRENWICK AMERICA CORPORATION,
in its capacity as the Borrower and Guarantor
By /s/ Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
Title: Vice President & Treasurer
TRENWICK HOLDINGS LIMITED,
in its capacity as the Account Party
By /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Director
LASALLE RE HOLDINGS LIMITED,
in its capacity as a Guarantor and Pledgor
By /s/ Xxxx X. Del Col
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Name: Xxxx X. Del Col
Title: Director
NAME OF BANKS INTENTIONALLY OMITTED
