Exhibit 2
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
THIS AMENDMENT No. 1 (the "Amendment"), dated as of December 19, 1999,
is between Trenwick Group Inc., a Delaware corporation (the "Company") and First
Chicago Trust Company of New York, a New York corporation (the "Rights Agent").
Recitals
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of September 24, 1997 (the "Rights Agreement");
WHEREAS, LaSalle Re Holdings Limited, a Bermuda corporation ("LaSalle
Holdings"), LaSalle Re Limited, a Bermuda corporation ("LaSalle Re"), Gowin
Holdings International Limited, a Bermuda corporation ("New Holdings"), Trenwick
Group (Delaware) Inc. ("Trenwick Delaware") and the Company, propose to enter
into an Agreement, Scheme of Arrangement, Plan of Merger and Plan of
Reorganization (the "Business Combination Agreement") pursuant to which, among
other things, (i) the Company will merge with and into a single member Delaware
limited liability company wholly-owned by Trenwick Delaware, with holders of the
common stock, par value $.10 per share, of the Company receiving an equal number
of Trenwick Delaware shares, (ii) Trenwick Delaware will exchange all of its
assets and liabilities for a number of common shares of New Holdings equal to
the number of shares of Trenwick Delaware then currently outstanding, which will
be effected concurrently with the exchange of common shares of New Holdings with
the shareholders of LaSalle Holdings and LaSalle Re on a one-for-one basis and
(iii) Trenwick Delaware will distribute all of the shares of New Holdings
received by Trenwick Delaware to the holders of the shares of Trenwick Delaware
in a complete liquidation of Trenwick Delaware;
WHEREAS, in connection with the execution and delivery of the Business
Combination Agreement, the Company and LaSalle Holdings will enter into Stock
Option Agreements, pursuant to which the Company will grant LaSalle Holdings the
option to purchase shares of common stock, par value $.10 per share, of the
Company and LaSalle Holdings will grant to the Company the option to purchase
common shares, par value $1.00 per share, of LaSalle Holdings, each upon the
terms and subject to the conditions set forth therein;
WHEREAS, in connection with the execution and delivery of the Business
Combination Agreement, the Company and certain shareholders of LaSalle Holdings
and LaSalle Re will enter into a Shareholders Agreement, pursuant to which such
shareholders will agree to vote in favor of the transactions contemplated by the
Business Combination Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable to reflect the
foregoing and certain other matters, and the Company and the Rights Agent desire
to evidence such amendment in writing.
Accordingly, the parties agree as follows:
1. Amendment of Section 1(a). Section 1 (a) of the Rights Agreement is
amended by inserting the following at the end of the definition of "Acquiring
Person" in Section 1(a):
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"In addition, notwithstanding anything in this Agreement to
the contrary, neither LaSalle Re Holdings Limited, a Bermuda
corporation ("LaSalle Holdings"), LaSalle Re Limited, a Bermuda
corporation ("LaSalle Re"), Gowin Holdings International Limited, a
Bermuda corporation ("New Holdings"), Trenwick Group (Delaware) Inc.
("Trenwick Delaware") nor any Affiliate or Associate of LaSalle
Holdings, LaSalle Re, New Holdings or Trenwick Delaware shall be deemed
to be an Acquiring Person solely by virtue of the execution, delivery
and performance of (w) the Agreement, Scheme of Arrangement, Plan of
Merger and Plan of Reorganization, to be dated as of December 19, 1999,
among LaSalle Holdings, LaSalle Re, New Holdings, Trenwick Delaware and
the Company, as it may be amended or supplemented from time to time in
accordance with its terms (the "Business Combination Agreement"), (x)
the LaSalle Stock Option Agreement and the Trenwick Stock Option
Agreement, each to be dated as of December 19, 1999, between the
Company and LaSalle Holdings, as each may be amended or supplemented
from time to time in accordance with its terms (together, the "Stock
Option Agreements"), (y) the Shareholders Agreement, to be dated as of
December 19, 1999, by and among the Company and certain shareholders of
LaSalle Holdings and LaSalle Re, as it may be amended or supplemented
from time to time in accordance with its terms (the "Shareholders
Agreement") or (z) any of the transactions contemplated by the Business
Combination Agreement, the Stock Option Agreements or the Shareholders
Agreement."
2. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
amended by adding the following sentence at the end thereof:
"Notwithstanding the foregoing or anything in this Rights Agreement to
the contrary, a Distribution Date shall not be deemed to have occurred
solely by virtue of the execution, delivery or performance of the
Business Combination Agreement, the Stock Option Agreements or the
Shareholders Agreement or solely by virtue of any of the transactions
contemplated by the Business Combination Agreement, the Stock Option
Agreements or the Shareholders Agreement."
3. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
amended by deleting such Section in its entirety and inserting in its place the
following:
"Subject to Section 7(e) hereof, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the
restrictions on exercisability set forth in Section 9(c), Section 11(a)
(iii) and Section 23(a) hereof) in whole or in part at any time after
the Distribution Date upon surrender of the Rights Certificate, with
the form of election to purchase and the certificate on the reverse
side thereof duly executed, to the Rights Agents at the principal
office or offices, of the Rights Agent designated for such purpose,
together with payment of the aggregate Purchase Price with respect to
the total number of one two-hundredths of a share (or other securities,
cash or other assets, as the case may be) as to which such surrendered
Rights are then exercisable, at or prior to the earliest of (i) the
close of business on September 23, 2007 (the "Final Expiration Date"),
(ii) the time at which the Rights are redeemed as provided in Sections
23 and 24 hereof or (iii) immediately prior to the effective time of
the transactions (the "Restructuring") contemplated by and in
accordance with the terms of the Business Combination Agreement, the
Stock Option Agreements and the Shareholders Agreement (the earliest of
(i), (ii) and (iii) being herein referred to as the "Expiration
Date")."
4. Amendment of Section 11. Section 11 of the Rights Agreement is hereby
amended by inserting the following sentence at the end of such Section:
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"Notwithstanding the foregoing, this Section 11 shall not apply to the
restructuring or as a result of the execution and delivery of the
Business Combination Agreement, the Stock Option Agreements, the
Shareholders Agreement or the transactions contemplated thereby."
5. Amendment of Section 13. Section 13 of the Rights Agreement is
hereby amended by inserting the following sentence at the end of such Section:
"Notwithstanding the foregoing, this Section 13 shall not apply to the
Restructuring or as a result of the execution and delivery of the
Business Combination Agreement, the Stock Option Agreements or the
Shareholders Agreement or the transactions contemplated thereby."
6. Effectiveness. This Amendment shall be deemed effective as of the
date hereof as if executed on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and affect and shall be otherwise
unaffected hereby.
7. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the date and year first above written.
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr.
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Name: James F. Billett, Jr.
Title: Chairman, President &
Chief Executive Officer
Attest:
/s/ John V. Del Col
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Name: John V. Del Col
Title: Senior Vice President,
General Counsel & Secretary
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
as Rights Agent
By: /s/ Michael S. Duncan
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Name: Michael S. Duncan
Title: Director, Corporate
Actions
Attest:
/s/ Mark Gherzo
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Name: Mark Gherzo
Title: Assistant Vice President