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Trenwick with all the U.S. businesses and entities, regardless of the specific business line

in which they operated and whether the entities were acquired in the Chartwell or LaSalle

acquisitions. In addition to gaining all the remaining U.S. businesses, by the end of the

restructuring and the LaSalle merger, Trenwick America also held additional debt — the

Assumed Notes — that was initially incurred by parent Trenwick. Trenwick America,

therefore, gained both new assets and liabilities by the end of September 2000.

As described, the LaSalle and Trenwick merger resulted in Trenwick Group

Limited. The Trenwick shareholders approved Trenwick Group Inc.’s dissolution, and

accordingly, Trenwick’s board of directors filed a certificate of dissolution with the

Delaware Secretary of State on September 26, 2000. Shortly after the LaSalle merger,

the credit facility originally set up for the Chartwell acquisition was amended and

increased to $490 million from the original $400 million.23

The implications of that

amended credit facility are discussed in the next section.

II. The Complaint And Procedural Background

Regrettably, I must now take the reader back through this chronology, tracking

through it in a manner that identifies the aspects of the preceding course of events that the

Litigation Trust challenges. Normally there would be no need for this sequential

exercise. In this case, it is unavoidable because the complaint fails to articulate a

coherent narrative.

23 Compl. ¶ 84. The credit facility retained the $230 million letter of credit, but the revolver increased to $260 million.


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