TRENWICK AMERICA LLC
Trenwick America LLC
Holders under (A) that certain Credit Agreement dated as of May 3, 2006, between New TAC, Trenwick America Litigation Trust, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent, HSBC Bank USA, National Association, as Collateral Agent and the Lenders identified therein (the “Credit Agreement”), (B) that certain Senior Subordinated Note Indenture dated as of May 3, 2006, between New TAC and HSBC Bank USA, National Association, as Trustee, with respect to Senior Subordinated Notes due August 15, 2012 (the “Senior Indenture”) and (C) that certain Junior Subordinated Note Indenture dated as of May 3, 2006, between New TAC and HSBC Bank USA, National Association, as Trustee, with respect to Junior Subordinated Notes due February 15, 2013 (the “Junior Indenture”) are entitled to certain financial statements and reports pursuant to the terms of the Credit Agreement, the Senior Indenture and the Junior Indenture and as described in further detail below.
A list of the financial statements and reports which are currently available to registered holders is set forth below:
1. unaudited consolidated financial statements of the Company and its subsidiaries for the nine months ended September 30, 2008, pursuant to Section 4.17(a) of each Indenture; and
2. unaudited consolidated financial statements of the Company and its subsidiaries for the six months ended June 30, 2008, pursuant to Section 4.17(a) of each Indenture; and
3. unaudited consolidated financial statements of the Company and its subsidiaries for the three months ended March 31, 2008, pursuant to Section 4.17(a) of each Indenture; and
4. audited consolidated financial statements of the Company and its subsidiaries for the year ended December 31, 2007 and the period May 3, 2006 (the initial distribution date under each Indenture) to December 31, 2006, pursuant to Section 4.17(b) of each Indenture; and
5. reports summarizing the status of the run-off of the insurance business of the Company’s subsidiaries, The Insurance Corporation of New York and Trenwick America Reinsurance Corporation, as of December 31, 2007; and
6. unaudited consolidated financial statements of the Company and its subsidiaries for the three months ended September 30, 2007, pursuant to Section 4.17(a) of each Indenture; and
7. unaudited consolidated financial statements of the Company and its subsidiaries for the three months ended June 30, 2007, pursuant to Section 4.17(a) of each Indenture; and
8. unaudited consolidated financial statements of the Company and its subsidiaries for the three months ended March 31, 2007, pursuant to Section 4.17(a) of each Indenture; and
9. audited consolidated financial statements of the Company and its subsidiaries for the period commencing on May 3, 2006 (the initial distribution date under each Indenture) and ending December 31, 2006, pursuant to Section 4.17(b) of each Indenture; and
10. reports summarizing the status of the run-off of the insurance business of the Company’s subsidiaries, The Insurance Corporation of New York and Trenwick America Reinsurance Corporation, as of December 31, 2006; and
11. unaudited consolidated financial statements of the Company and its subsidiaries for the period commencing on May 3, 2006 (date of inception) and ending September 30, 2006, and for the three months ended September 30, 2006, pursuant to Section 4.17(a) of each indenture; and
12. unaudited consolidated financial statements of the Company and its subsidiaries for the period commencing on May 3, 2006 (the initial distribution date under each Indenture) and ending June 30, 2006, pursuant to Section 4.17(a) of each Indenture; and
13. unaudited pro forma consolidated financial statements of the Company and its subsidiaries for the three months ended March 31, 2006, pursuant to Section 4.17(a) of each Indenture; and
14. reports summarizing the status of the run-off of the insurance business of each the Company’s subsidiaries, The Insurance Company of New York and Trenwick America Reinsurance Corporation, as of December 31, 2005.
All such reports are solely for the use of the record and beneficial holders of notes issued under the Credit Agreement, the Senior Indenture and the Junior Indenture and in compliance with the terms of the Credit Agreement and such Indentures. Each recipient, by accepting delivery of any such report, agrees not to make a copy of the same or to divulge the contents thereof to any person other than a legal, business, investment or tax advisor in connection with obtaining the advice of any such persons with respect to the notes issued under the Credit Agreement, the Senior Indenture or the Junior Indenture, as the case may be.
To obtain a copy of these reports, please contact Joann McNiff, the President and Chairman of the Board of Directors of the Company, at (203) 418-4049 or Joann.McNiff@Trenwick.com.
A list of all financial statements and reports to be made available by the Company as well as the timetable for such financial statements and reports is set forth below:
(a) within forty-five (45) days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), commencing with the fiscal quarter ending March 31, 2006, copies of:
(i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) the consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,
setting forth (with respect to the items listed in clauses (i) and (ii) above) in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP (subject to normal non-material audit adjustments and the absence of full footnotes and subject to modification to account for its investment in any Subsidiary which is a Regulated Insurance Company under the equity basis of accounting valued in accordance with SAP) applicable to quarterly unaudited financial statements generally;
(b) within ninety (90) days after the end of each fiscal year of the Company, commencing with the fiscal year ending December 31, 2006 copies of:
(i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and
(ii) the consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for such year,
setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP (subject to modification to account for its investment in any Subsidiary which is a Regulated Insurance Company under the equity basis of accounting valued in accordance with SAP); and
(c) within 90 days after the end of each fiscal year, a report, in reasonable detail, summarizing the status of the run-off of the Company’s Subsidiaries’ insurance businesses.
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