Exhibit 99.3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
)
TRENWICK AMERICA CORPORATION, et al.,(1) ) Case No. 03-12635 (MFW)
)
) (Jointly Administered)
)
Debtors. ) Related to Docket No. 164
)
)
ORDER PURSUANT TO 11 U.S.C.ss.ss. 105(a), 363 AND 541 OF THE BANKRUPTCY
CODE AND FEDERAL RULES OF BANKRUPTCY PROCEDURE 2002, 6004 AND 6007
AUTHORIZING AND APPROVING THE SALE OF CERTAIN OF DEBTORS' ASSETS
FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES
Upon the motion, dated October 28, 2003 (the "Motion"),2 of the
above-captioned Debtors, debtors-in-possession in the above-captioned cases (the
"Chapter 11 Cases"), for entry of an order, pursuant to sections 105(a), 363 and
541 of title 11 of the United States Code, 11 U.S.C. ss.ss. 101 et seq. (the
"Bankruptcy Code") and Rules 2002, 6004 and 6007 of the Federal Rules of
Bankruptcy Procedure (the "Bankruptcy Rules"), authorizing and approving the
sale of TGL's shares of outstanding stock of Acorn Corporate Capital Limited
("Acorn"), a wholly owned non-Debtor subsidiary of TGL (the "Acorn Sale") to
Magicsunny and authorizing the Debtors to enter into agreements or to take such
other actions as are necessary to effectuate an overall sale of certain of the
Debtors' affiliated companies, of which the Acorn Sale constitutes a part, the
Magicsunny Sale; and the Court having considered the Motion; and the Court
having determined that the relief requested in the Motion is in the best
interests of the Debtors' estates, creditors and other parties-in-interest; and
upon the record herein; and it appearing that proper
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(1) The "Debtors" are the following entities: Trenwick America Corporation,
Trenwick Group Ltd., and LaSalle Re Holdings Limited.
(2) Unless otherwise defined herein, capitalized terms used herein shall have
the meanings ascribed to them in the Motion.
1
and adequate notice has been given and that no other or further notice is
necessary herein; and after due deliberations thereon; and good and sufficient
cause appearing therefore; it is hereby
ORDERED, that the Motion is granted in its entirety; and it is
further
ORDERED, that the Debtors are authorized to consummate the Acorn
Sale; and it is further
ORDERED, that the Debtors are authorized the to enter into
agreements or to take such other actions as are necessary to effectuate the
Acorn Sale and the Magicsunny Sale; and it is further
ORDERED, that Debtors are authorized to consummate the transactions
contemplated in the Motion on an accelerated basis pursuant to Bankruptcy Rule
6004(g); and it is further
ORDERED, that this Court shall retain jurisdiction to hear and
determine all matters arising from the implementation of this order.
ORDERED, that notwithstanding anything to the contrary contained in
the guaranties of the Debtors and the documents providing collateral to the
Banks by the Debtors in connection with the Credit Agreement (the "Guaranty and
Collateral Documents"), the Guaranty and Collateral Documents shall continue in
full force and effect with respect to any obligations to the Banks arising in
connection with the MagicSunny Sale, including obligations to the Banks in
connection with the amendment, replacement or any other modification of the
Credit Agreement; provided, however, a claim by the Banks arising under the
Guaranty and Collateral Documents, as same may be amended, if any, shall not be
entitled to administrative expense status under the applicable provisions of the
Bankruptcy Code, including but not limited to sections 503 and 507 of the
Bankruptcy Code, but the treatment of such Claim shall be as a
2
prepetition unsecured claim to be treated similarly to other unsecured claims
under any plan of reorganization or liquidation in these Chapter 11 cases.
Dated: Wilmington, Delaware
November 24, 2003
/s/ Mary F Walrath
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MARY F. WALRATH
CHIEF UNITED STATES BANKRUPTCY JUDGE