Exhibit 2.3
AMENDMENT NO. 1 TO
AMENDED AND RESTATED
AGREEMENT, SCHEMES OF ARRANGEMENT
AND PLAN OF REORGANIZATIONNGEMENT
This Amendment No. 1 (this "Amendment") is made as of June 28, 2000,
by and among LaSalle Re Holdings Limited, a company organized under the
laws of Bermuda ("LaSalle Holdings"), LaSalle Re Limited, a company
organized under the laws of Bermuda and a majority owned Subsidiary of
LaSalle Holdings ("LaSalle Re"), Trenwick Group Inc., a Delaware
corporation ("Trenwick") and Trenwick Group Ltd. (formerly known as Gowin
Holdings International Limited), a company organized under the laws of Bermuda
("New Holdings"), and amends the Amended and Restated Agreement, Schemes of
Arrangement and Plan of Reorganization (the "Agreement"), dated as of
March 20, 2000, by and among LaSalle Holdings, LaSalle Re, Trenwick and
New Holdings. Capitalized terms used and not defined in this Amendment shall
have the meanings set forth in the Agreement.
WHEREAS, LaSalle Holdings, LaSalle Re, Trenwick and New Holdings are
parties to the Agreement.
WHEREAS, LaSalle Holdings, LaSalle Re, Trenwick and New Holdings
desire to amend the Agreement to provide for an extension of the date on
which the Agreement may be terminated by either LaSalle Holdings or
Trenwick absent prior occurrence of the Effective Time.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, the
parties hereto agree as follows:
1. Amendment of Section 7(b)(i). Section 7(b)(i) of the Agreement is
amended by deleting such Section in its entirety and inserting in its place
the following
"if the Effective Time shall not have occurred on or before
the first business day following September 30, 2000; provided,
however, that the right to terminate this Agreement under this
Section 7.1(b)(i) shall not be available to any party whose failure
to fulfill any obligation under this Agreement has been the cause of,
or resulted in, the failure of the Effective Time to occur on or
before such date;"
2. Effectiveness. This Amendment shall be effective as of the
date first written above. Except as amended hereby, the Agreement shall
remain in full force and affect and shall be otherwise unaffected
hereby. Any reference to the Agreement set forth in the Agreement shall
refer to the Agreement as amended by this Amendment after the date
hereof.
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3. Miscellaneous. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws
of such state applicable to contracts to be made and performed entirely
within such State. This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together
constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed, all as of the date and year first above
written.
LASALLE RE HOLDINGS LIMITED
By: /s/ Guy D. Hengesbaugh
--------------------------
Name: Guy D. Hengesbaugh
Title: President & Chief Executive Officer
LASALLE RE LIMITED
By: /s/ Guy D. Hengesbaugh
--------------------------
Name: Guy D. Hengesbaugh
Title: President & Chief Executive Officer
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr.
--------------------------
Name: James F. Billett, Jr.
Title: Chairman, President and CEO
TRENWICK GROUP LTD.
By: /s/ John V. Del Col
--------------------------
Name: John V. Del Col
Title: Director
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