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TWGP > SEC Filings for TWGP > Form 8-K on 15-Oct-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Change in Directors o

Item 1.01. Entry Into A Material Definitive Agreement

On October 11, 2013, Tower Group International, Ltd. (the "Company") and Tower Group, Inc. ("TGI"), entered into a Fifth Amendment Agreement (the "Fifth Amendment") to the Amended and Restated Credit Facility Agreement, dated as of February 15, 2012, as amended by the First Amendment to Credit Agreement, dated as of June 22, 2012, as amended by the Second Amendment to Credit Agreement and Consent, dated November 26, 2012, as amended by the Letter Agreement, dated as of January 23, 2013, as amended by the Limited Waiver and Amendment, dated as of March 3, 2013, and as amended by the Fourth Amendment Agreement and Waiver, dated as of April 3, 2013 (as so amended, the "Credit Agreement"), with the various financial institution parties named therein as lenders (the "Lenders") and Bank of America, N.A., as Administrative Agent, Fronting Bank and L/C Administrator.

Pursuant to the Fifth Amendment, the required percentage of the Lenders has agreed to waive the Company's non-compliance with certain covenants in the Credit Agreement regarding the Company's delivery of certain financial statements and related compliance certificates to the Lenders. Pursuant to the Fifth Amendment, the parties thereto also agreed to amend certain indebtedness covenants.

The foregoing summary of the Fifth Amendment is not complete and is qualified in its entirety by a copy of the Fifth Amendment filed as Exhibit 10.1 to this Form 8-K, which exhibit is incorporated by reference to this Item 1.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On October 9, 2013, Charles A. Bryan, a member of the Board of Directors (the "Board") of the Company, notified the Board of his resignation effective as of such date. Mr. Bryan advised that he was resigning for personal reasons.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1    Fifth Amendment Agreement to the Amended and Restated Credit Facility
        Agreement, by and among the Company, TGI, Bank of America, N.A. as
        Administrative Agent, Fronting Bank and L/C Administrator, and the Lender
        parties thereto

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