AMENDMENT NO. 1 TO
AMENDED AND RESTATED
AGREEMENT, SCHEMES OF ARRANGEMENT
AND PLAN OF REORGANIZATION
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 and Chief Executive
Officer
LASALLE RE LIMITED
By: /s/ Guy D. Hengesbaugh
-------------------------------
Name: Guy D. Hengesbaugh
Title: President and Chief Executive
Officer
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr.
-------------------------------
Name: James F. Billett, Jr.
Title: Chairman, President and
Chief Executive Officer
TRENWICK GROUP LTD.
By: /s/ John V. Del Col
-------------------------------
Name: John V. Del Col
Title: Director
