CREDIT AGREEMENTCredit Agreement • November 17th, 2000 • Trenwick Group LTD • Fire, marine & casualty insurance • New York
LaSalle Re Holdings Limited Trenwick Group Ltd. 25 Church Street Hamilton HM 12 BermudaOption Agreement • November 17th, 2000 • Trenwick Group LTD • Fire, marine & casualty insurance
Subject to the second and third sentences of this paragraph, European Reinsurance Company of Zurich ("ERZ"), as holder of a Majority Option Interest as defined in the Agreement, approves the Change in Control (as defined in the Agreement) resulting from the consummation of the transactions contemplated by the Amended and Restated Agreement, Schemes of Arrangement and Plan of Reorganization, dated as of March 20, 2000 and amended 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 Gowin Holdings International Limited, a company organized under the laws of Bermuda which has changed its name to Trenwick Group Ltd. ("New Holdings"), whereby (i) holders of common shares of LaSalle Holdings ("LaSalle Common Shares"), hold
AMENDED AND RESTATED AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made as of the 26th day of September, 2000 (the "Agreement"), by and between Trenwick Group Inc., a Delaware corporation with a principal place of business in Stamford, Connecticut...And Restated Agreement • November 17th, 2000 • Trenwick Group LTD • Fire, marine & casualty insurance • Connecticut
September 27, 2000 (Executive Name) (Executive Address) Dear (Name): Effective as of the date of this letter and in accordance with the operation of Section 271 of the Delaware General Corporation Law, Trenwick Group Ltd. hereby assumes the benefits...Trenwick Group LTD • November 17th, 2000 • Fire, marine & casualty insurance
Effective as of the date of this letter and in accordance with the operation of Section 271 of the Delaware General Corporation Law, Trenwick Group Ltd. hereby assumes the benefits and obligations of Trenwick Group Inc. under the Amended and Restated Agreement, dated as of September 26, 2000, by and between Trenwick Group Inc. and you, a copy of which is attached hereto (the "Agreement").
Mr. Guy D. Hengesbaugh, David R. Whiting LaSalle Re Holdings Limited, Member of Senior Management 25 Church Street, European Reinsurance Company of Zurich Hamilton HM 12 Bermuda Branch Bermuda 8 Par La Villa Road Hamilton HM08 Fax No. 441 292-1383...Trenwick Group LTD • November 17th, 2000 • Fire, marine & casualty insurance
Notwithstanding the provisions of Section 6.8 of the Catastrophe Equity Securities Issuance Option Agreement (the "Agreement") entered into as of July 1, 1999. European Reinsurance Company of Zurich (as holder of a Majority Option Interest as defined in the Agreement) agrees that the Securities Issuance Option shall not be automatically terminated in the event of a Change of Control (as defined in the Agreement) resulting from a public announcement of a pending Change of Control transaction involving LaSalle Re Holdings Limited occurring on or before December 20, 1999.
