-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IkfTnSMmSgu0wSHOXj1ADaORAdMlRAiDikx9R66GE2Rtm4dcFMYE4Sv7SHiiECOf VrLSIc1PAagAYcoYC2e4Ew== 0001169232-03-004626.txt : 20030718 0001169232-03-004626.hdr.sgml : 20030718 20030718121619 ACCESSION NUMBER: 0001169232-03-004626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030717 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRENWICK GROUP LTD CENTRAL INDEX KEY: 0001122211 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980232340 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16089 FILM NUMBER: 03792607 BUSINESS ADDRESS: STREET 1: LOM BLDG STREET 2: 27 REID STREET CITY: HAMILTON, BERMUDA STATE: D0 ZIP: HM 11 MAIL ADDRESS: STREET 1: 27 REID STREET LOM BLDG STREET 2: HAMILTON HM 11 BERMUNDA 8-K 1 d56293_8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) - July 17, 2003 ---------- TRENWICK GROUP LTD. (Exact name of registrant as specified in its charter) Bermuda 1-16089 98-0232340 (State or other jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) LOM Building, 27 Reid Street Not Applicable Hamilton, HM 11, Bermuda (Zip Code) (Address of principal executive offices) (441) 292-4985 (Registrant's telephone number, including area code) None (Former name or address, if changed since last report) Item 5. Other Events. Trenwick America Corporation, Trenwick Holdings Limited and Trenwick UK Holdings Limited, each a subsidiary of Trenwick Group Ltd. ("Trenwick"), entered into a Sixth Waiver to the Credit Agreement, dated as of July 16, 2003 (the "Sixth Waiver"), with certain lending institutions (the "Banks") party to the Credit Agreement dated as of November 24, 1999 and amended and restated on September 27, 2000 (the "Credit Agreement"), Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan Chase Bank ("JPMorgan"), as Administrative Agent. In connection with the Sixth Waiver, Trenwick and the Banks entered into a Third Consent to the Holdings Guaranty, dated as of July 16, 2003 (the "Third Consent"), pursuant to which the Banks granted certain consents under the Holdings Guaranty, dated as of September 27, 2000 (the "Holdings Guaranty"), between Trenwick and JPMorgan, as Administrative Agent. Pursuant to the Sixth Waiver, the Banks waived any default under the Credit Agreement that may have arisen as a result of: (i) the failure to pay certain fees required under the Credit Agreement for the period from June 30, 2003 to the earlier of (a) September 29, 2003 and (b) the date, if any, that Trenwick or its subsidiaries violate the Sixth Waiver or any event of default occurs under the Credit Agreement; (ii) the cancellation of the underwriting and reinsurance arrangement between Chubb Re, Inc. and Trenwick America Reinsurance Corporation; (iii) the failure of Trenwick to deliver monthly financial statements for the months ending June 30, 2003 and September 30, 2003, so long as such financial statements are delivered on or prior to August 15, 2003 and November 15, 2003, respectively; (iv) the creation of Trenwick Underwriting France S.A. (the "French Subsidiary"), a wholly-owned subsidiary of Trenwick UK Holdings Limited; and (v) the failure to replace, refinance or restructure on or before July 15, 2003 the 6.70% senior notes of Trenwick America Corporation due August 1, 2003, with such waiver to continue through July 31, 2003. In addition, pursuant to the Third Consent, the Banks granted their consent under the Holdings Guaranty to (i) the liquidation of Drayton Company Limited, Trenwick Services Ltd. and Trenwick Guaranty Insurance Company Ltd., each a direct or indirect subsidiary of Trenwick, and (ii) the creation of the French Subsidiary in connection with the potential sale of Trenwick International Limited. The description herein of the Sixth Waiver and the Third Consent is qualified in its entirety by reference to the full text of Sixth Waiver and the Third Consent, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. 2 Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Sixth Waiver to the Credit Agreement, dated as of July 16, 2003, by and among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan Chase Bank, as Administrative Agent. 99.2 Third Consent to the Holdings Guaranty, dated as of July 16, 2003, by and among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. TRENWICK GROUP LTD. By: /s/ Alan L. Hunte ------------------------------------ Title: Executive Vice President & Chief Financial Officer Dated: July 17, 2003 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Sixth Waiver to the Credit Agreement, dated as of July 16, 2003, by and among Trenwick America Corporation, Trenwick Holdings Limited, Trenwick UK Holdings Limited, the lending institutions from time to time party to the Credit Agreement, Wachovia Bank, National Association, as Syndication Agent, Fleet National Bank, as Documentation Agent, and JPMorgan Chase Bank, as Administrative Agent. 99.2 Third Consent to the Holdings Guaranty, dated as of July 16, 2003, by and among Trenwick Group Ltd. and the lending institutions from time to time party to the Credit Agreement. 5 EX-99.1 3 d56293_ex99-1.txt SIXTH WAIVER TO THE CREDIT AGREEMENT Exhibit 99.1 SIXTH WAIVER TO THE CREDIT AGREEMENT SIXTH WAIVER TO THE CREDIT AGREEMENT (the "Waiver"), dated as of July 16, 2003 among TRENWICK AMERICA CORPORATION, a Delaware corporation (the "Borrower"), TRENWICK HOLDINGS LIMITED., a company organized under the laws of the United Kingdom and TRENWICK UK HOLDINGS LIMITED, a company organized under the laws of the United Kingdom (collectively, the "Account Party"), the lending institutions from time to time party to the Credit Agreement referred to below (each a "Bank" and, collectively, the "Banks"), WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a First Union National Bank), as Syndication Agent (the "Syndication Agent"), FLEET NATIONAL BANK, as Documentation Agent (the "Documentation Agent"), and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as so defined. W I T N E S S E T H : WHEREAS, the Borrower, the Account Party, the Banks, the Syndication Agent, the Documentation Agent and the Administrative Agent are party to a Credit Agreement, dated as of November 24, 1999 and amended and restated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); WHEREAS, Trenwick Group Ltd., a company organized under the laws of Bermuda ("Holdings") and the Administrative Agent entered into a Holdings Guaranty, dated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Holdings Guaranty") in order to induce the Banks to make Loans to the Borrower and issue Letters of Credit for the account of the Account Party and Guaranteed Creditors (and Lending Affiliates thereof) to enter into Interest Rate Protection Agreements and Other Hedging Agreements with the Borrower and/or the Account Party; and WHEREAS, subject to the terms and conditions set forth below, the Banks hereto wish to grant certain waivers to the Credit Agreement as provided herein; NOW, THEREFORE, it is agreed; A. Waivers 1. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement solely as the result of the failure by the Account Party to pay the fees required by Sections 3.01(c) and (g) of the Credit Agreement for the period from, and including, June -1- 30, 2003, to and including earlier of (x) July 31, 2003 and (y) the date, if any, that Holdings or its Subsidiaries violate any of the agreements in this Waiver or any Default or Event Default occurs under the Credit Agreement (other than any Default or Event of Default that has not been expressly waived by in writing by the Banks through and including the Waiver Effective Date) (the "Waiver Termination Date"); it being understood and agreed that the Waiver provided for in this Section A.1. is not a waiver of the Account Party's obligation to pay the fees required by Sections 3.01(c) and (g) of the Credit Agreement. 2. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement, including but not limited to Section 9.11(ii) of the Credit Agreement, solely as the result of the cancellation of the Chubb Agreement. 3. The Banks hereby waive any Default or Event of Default that may arise under the Credit Agreement solely as the result of the failure of Holdings to deliver the monthly financial statements for the fiscal months ending June 30, 2003 and September 30, 2003 required by Section 3.01(m) of the Holdings Guaranty, so long as such monthly financial statements are delivered as promptly as practicable, but in no event later than August 15, 2003 and November 15, 2003, respectively. 4. The Banks hereby waive any Default or Event of Default that may have arisen under the Credit Agreement solely as a result of the formation of Trenwick Underwriting France S.A., a wholly-owned Subsidiary of Trenwick UK Holdings Limited. 5. The Banks hereby waive any Default or Event of Default that may have arisen under the Credit Agreement solely as the result of the failure of Holdings and/or the Borrower to comply with Section 3.22 of the Holdings Guaranty for the period from, and including, July 15, 2003, to and including the Waiver Termination Date. B. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Waiver, each of the Borrower and each Account Party hereby represents and warrants on behalf of itself and its respective Subsidiaries that (i) the representations and warranties of Holdings contained in Section 2 of the Holdings Guaranty are true and correct in all material respects on and as of the Waiver 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), and (ii) there exists no Default or Event of Default under the Credit Agreement on the Waiver Effective Date, after giving effect to this Waiver. 2. This Waiver is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 3. THIS WAIVER 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. -2- 4. This Waiver shall become effective on the date (the "Waiver Effective Date") when (i) the Borrower, each Account Party 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 and (ii) Holdings and the Required Banks shall have consented to the Consent to the Holdings Guaranty dated as of July 16, 2003. 5. From and after the Waiver Effective Date, all references in the Credit Agreement and in the other Credit Documents shall be deemed to be references to the Credit Agreement as modified hereby. This Waiver shall have no force or effect after the Waiver Termination Date. 6. Holdings, the Borrower and each Account Party acknowledge and agree that the execution and delivery by the Administrative Agent and the Banks of this Waiver or the Consent shall not be deemed (i) to create a course of dealing or otherwise obligate the Administrative Agent or the Banks to forebear or execute similar waivers, amendments or agreements under the same or similar circumstances in the future, or (ii) to modify, relinquish or impair any right of the Administrative Agent or the Banks to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Waiver. 7. EACH CREDIT PARTY, ON BEHALF OF ITSELF, AND ALL PERSONS AND ENTITIES CLAIMING BY, THROUGH, OR UNDER ANY ONE OR MORE OF THEM, HEREBY JOINTLY AND SEVERALLY RELEASES, WAIVES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, EACH BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AFFILIATES, REPRESENTATIVES AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASEES"), OF, FROM, AND WITH RESPECT TO ANY AND ALL MANNER OF ACTION AND ACTIONS, CAUSE AND CAUSES OF ACTIONS, SUITS, DISPUTES, CLAIMS AND DEFENSES, COUNTERCLAIMS AND/OR LIABILITIES, CROSS CLAIMS, AND DEFENSES, THAT ARE KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST OR PRESENT, ASSERTED OR UNASSERTED, CONTINGENT OR LIQUIDATED, WHETHER OR NOT WELL FOUNDED IN FACT OR LAW, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, AT LAW OR IN EQUITY, BASED UPON, RELATING TO OR ARISING OUT OF ANY AND ALL TRANSACTIONS, RELATIONSHIPS OR DEALINGS WITH, OR LOANS MADE OR LETTERS OF CREDIT ISSUED TO THE BORROWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS PURSUANT TO THE CREDIT DOCUMENTS PRIOR TO THE DATE HEREOF WHICH THE BORROWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS HAD, NOW HAVE OR MAY CLAIM TO HAVE AGAINST THE ADMINISTRATIVE AGENT, THE BANK OR ANY OTHER RELEASEE. -3- 8. The respective rights, powers and remedies of the Administrative Agent and the Banks in the Credit Agreement and in the other Credit Documents are cumulative and not exclusive of any right, power or remedy provided in the Credit Documents, by law or equity and no failure or delay on the part of the Administrative Agent or the Banks in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. Other than as set forth in this Waiver, nothing contained in this Waiver or in any prior communications between or among the Credit Parties, the Administrative Agent and the Banks shall constitute a waiver or modification of any rights or remedies that the Administrative Agents or the Banks may have under the Credit Documents and applicable law. The Administrative Agent and the Banks expressly reserve and preserve all of their rights and remedies available to them under the Credit Documents, applicable law or otherwise. * * * -4- IN WITNESS WHEREOF, the undersigned have caused this Waiver to be duly executed and delivered as of the date first above written. TRENWICK AMERICA CORPORATION By: /s/ David M. Finkelstein ------------------------------------ Name: David M. Finkelstein Title: Vice President TRENWICK HOLDINGS LIMITED By: /s/ Alan L. Hunte ------------------------------------ Name: Alan L. Hunte Title: Director TRENWICK UK HOLDINGS LIMITED By: /s/ Alan L. Hunte ------------------------------------ Name: Alan L. Hunte Title: Director TRENWICK GROUP LTD. By: /s/ Alan L. Hunte ------------------------------------ Name: Alan L. Hunte Title: Chief Financial Officer LASALLE RE HOLDINGS LTD. By: /s/ Alan L. Hunte ------------------------------------ Name: Alan L. Hunte Title: Director [Bank Signature Pages Intentionally Omitted] [Signature Page to the Sixth Waiver to the Credit Agreement] EX-99.2 4 d56293_ex99-2.txt THIRD CONSENT TO THE HOLDINGS GUARANTY Exhibit 99.2 THIRD CONSENT TO THE HOLDINGS GUARANTY THIRD CONSENT TO THE HOLDINGS GUARANTY (the "Consent"), dated as of July 16, 2003, among TRENWICK GROUP LTD., a company organized under the laws of Bermuda ("Holdings") and the Banks party to the Credit Agreement referred to below. Unless otherwise defined herein, capitalized terms used herein and defined in the Holdings Guaranty referred to below are used herein as so defined. W I T N E S S E T H : WHEREAS, Trenwick America Corporation, a Delaware corporation (the "Borrower"), Trenwick Holdings Ltd., a company organized under the laws of the United Kingdom (the "Trenwick Holdings"), the lending institutions from time to time party thereto (each a "Bank" and, collectively, the "Banks"), Wachovia Bank, National Association (f/k/a First Union National Bank), as Syndication Agent (the "Syndication Agent"), Fleet National Bank, as Documentation Agent (the "Documentation Agent"), and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Administrative Agent (the "Administrative Agent"), are party to a Credit Agreement, dated as of November 24, 1999 and amended and restated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); WHEREAS, Holdings and the Administrative Agent entered into a Holdings Guaranty, dated as of September 27, 2000 (as the same has been amended, modified or supplemented to, but not including, the date hereof, the "Holdings Guaranty") in order to induce the Banks to make Loans to the Borrower and issue Letters of Credit for the account of the Account Party and Guaranteed Creditors (and Lending Affiliates thereof) to enter into Interest Rate Protection Agreements and Other Hedging Agreements with the Borrower and/or the Account Party; and WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to provide certain consents to the Holdings Guaranty as provided herein; NOW, THEREFORE, it is agreed; A. Consent 1. Notwithstanding anything to the contrary contained in the Credit Agreement or the Holdings Guaranty, TARCO shall be permitted to liquidate or cause to be liquidated Drayton Company Limited, its wholly-owned Subsidiary, and to provide an indemnity to the liquidator of such subsidiary for damages incurred by the liquidator in connection with such liquidation. 2. Notwithstanding anything to the contrary contained in the Credit Agreement or the Holdings Guaranty, Holdings shall be permitted to liquidate or cause to be liquidated its Subsidiaries, Trenwick Services Ltd. and Trenwick Guaranty Insurance Company Ltd., and to provide an indemnity to each liquidator of such subsidiaries for damages incurred by each such liquidator in connection with such liquidations. 3. Notwithstanding anything to the contrary contained in the Credit Agreement or the Holdings Guaranty, Holdings may form or cause to be formed Trenwick Underwriting France S.A., a wholly owned French Subsidiary of Trenwick UK Holdings Limited; provided that such new Subsidiary may only engage in business activities or operations, own any assets or incur or suffer to exist any liabilities to the extent required to do so in connection with the potential sale of Trenwick International Limited. B. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Consent, Holdings hereby represents and warrants that (i) the representations and warranties of Holdings contained in the Holdings Guaranty are true and correct in all material respects on and as of the Consent 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), and (ii) there exists no Default or Event of Default under the Credit Agreement on the Consent Effective Date, in each case after giving effect to this Amendment. 2. This Consent is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any other provision of the Holdings Guaranty or any other Credit Document. 3. THIS CONSENT 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 Consent shall become effective on the date (the "Consent Effective Date") when (i) 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 and (ii) the Borrower, the Account Party and the Required Banks have consented to the Waiver to the Credit Agreement, dated as of July 16, 2003. 5. From and after the Consent Effective Date, all references in the Holdings Guaranty and in the other Credit Documents shall be deemed to be referenced to the Holdings Guaranty as modified hereby. * * * -2- IN WITNESS WHEREOF, the undersigned have caused this Consent to be duly executed and delivered as of the date first above written. TRENWICK GROUP LTD. By: /s/ Alan L. Hunte ------------------------------------ Name: Alan L. Hunte Title: Chief Financial Officer [Bank Signature Pages Intentionally Omitted] [Signature Page to the Third Consent to the Holdings Guarantee] -----END PRIVACY-ENHANCED MESSAGE-----