Exhibit (c)(2)
November 8, 1995
SCOR U.S. Corporation
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
By this letter agreement, each of the undersigned hereby confirms that,
notwithstanding the introductory language contained in Annex A to the Agreement
and Plan of Merger, dated as of November 2, 1995 (the "Merger Agreement"), by
and among SCOR U.S. Corporation, SCOR S.A. and SCOR Merger Sub Corporation, the
Minimum Tender Condition shall be satisfied if there shall have been validly
tendered and not withdrawn prior to the expiration date of the Offer a number
of Shares that, together with any Shares currently beneficially owned directly
or indirectly by Purchaser, constitutes at least 90% of the total Shares
outstanding as of the date the Shares are accepted for payment pursuant to the
Offer.
Terms used but not defined in this letter agreement shall have the meanings
given such terms in the Merger Agreement.
Except as expressly set forth in this letter agreement, the Merger
Agreement, as originally executed, shall remain in full force and effect.
This letter agreement may be executed in any number of counterparts, each
such counterpart being deemed to be an original instrument, and all such
counterparts shall together constitute the same agreement.
Please confirm your agreement to the provisions of this letter agreement
by signing in the space provided below.
Very truly yours,
SCOR S.A.
By:/s/ Xxxxxxx Xxxxxxxx
--------------------------
Name : Xxxxxxx Xxxxxxxx
Title: Chairman and Chief
Executive Officer
SCOR Merger Sub Corporation
By:/s/ Xxxxxxx Xxxxxxxx
---------------------
Name : Xxxxxxx Xxxxxxxx
Title: President
Agreed and confirmed:
SCOR U.S. Corporation
By: /s/ Xxxxxx Xxxxxx
--------------------------
Name : Xxxxxx Xxxxxx
Title: President and Chief
Executive Officer
