TRENWICK AMERICA LLC
Holders of Senior and Junior Note Indentures 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 available to registered holders is set forth below:
1. Annual Audited financial statements of the Company pursuant to Section 4.17(a) of each Indenture
2. Quarterly Unaudited financial statements of the Company pursuant to Section 4.17(a) of each Indenture
3. Annual Reports summarizing the status of the run-off of the insurance business of the Company’s subsidiary, Trenwick America Reinsurance Corporation
4. Annual Reports summarizing the status of the run-off of the insurance business of the Company’s subsidiary, The Insurance Corporation of New York in Liquidation ("INSCORP") for the years ended December 31, 2005 through December 31, 2010. Pursuant to Article 74 of the New York Insurance law (“Insurance Law”), on June 30, 2009, the Supreme Court of the State of New York, County of New York (“Receivership Court”), issued an Order of Rehabilitation (“Rehabilitation Order”), placing INSCORP into Rehabilitation and appointing then Superintendent of Insurance of the State of New York (and his successors in office) (“Superintendent”) rehabilitator of The Insurance Corporation of New York in Rehabilitation. The Rehabilitation Order directed the Rehabilitator to, among other things, take possession of INSCORP’s property, conduct its business and take such steps toward the removal of the causes and conditions that made the Rehabilitation Order necessary. The New York Liquidation Bureau (“NYLB”) is the entity that carries out the responsibilities of the Rehabilitator. On March 4, 2010, the Receivership Court filed a Liquidation Order placing INSCORP into Liquidation.
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, at (203) 418-4049 or Joann.McNiff@Trenwick.com or Nicole S. Morris, Secretary, at (203)-418-4050 or Nicole.Morris@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.
