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Exhibit 10.28(c)
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF AMALGAMATION
This Amendment No. 1, dated as of September 24, 1998 (the "Amendment"),
to the Agreement and Plan of Amalgamation, dated as of July 30, 1998 (the
"Agreement"), is made by and among UNDERWRITERS REINSURANCE COMPANY, a New
Hampshire insurance company ("Parent"), UNDERWRITERS ACQUISITION COMPANY LTD., a
Bermuda company and a Subsidiary of Parent ("Acquisition") and VENTON HOLDINGS
LTD., a Bermuda company (the "Company").
WHEREAS, the parties hereto desire to amend the Agreement.
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants, representations, warranties and agreements herein contained, the
parties hereto agree as follows:
1. Section 2.05(a) of the Agreement is hereby amended to read in its
entirety as follows:
Section 2.05. Consideration. (a) Except as otherwise provided in
Section 106 of the Companies Act, at the Effective Time, each Share
that is issued and outstanding immediately prior to the Effective Time
shall be canceled, and the holder thereof shall be entitled to receive,
pursuant to the procedures set forth in Section 2.06, $3,081.69 (except
as provided in clause (v)) per Share, without interest thereon, with
such consideration to consist of: (i) for each Class A Share $1,678.94
in cash and the cancellation of $1,402.75 in capital contribution
obligations; (ii) for each Class B Share held by Exel $1,679.11 in cash
and the cancellation of $1,402.58 in capital contribution obligations;
(iii) for each Class B Share held by RCRe $1,673.42 in cash and the
cancellation of $1,408.27 in capital contribution obligations; (iv) for
each Class C Share (other than the 996 Class C Shares held by Xxxx
Xxxxx on which no amount has been paid (the "Unpaid Class C Shares"))
$3,081.69 in cash; and (v) for each Unpaid Class C Share $1,832.06 in
cash; provided, however, that those Shares held by those persons set
forth on Schedule 2.05 hereto shall be canceled and the holders thereof
shall be entitled to receive, instead of cash, that number of shares of
common stock, par value $1.00 per share, of Alleghany Corporation
("Alleghany Common Stock") determined by (i) multiplying the number of
Shares listed by the per Share consideration of $3,081.69, and
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(ii) dividing that result by the Alleghany Share Value. For purposes of
this Agreement, the "Alleghany Share Value" shall be the average of the
high and low sales prices of the Alleghany Common Stock on each of the
ten trading days ending on September 30, 1998 divided by ten.
2. Section 2.09 of the Agreement is hereby amended to read in its
entirety as follows:
Section 2.09. Cash-Out or Exchange of Warrants. At the Effective Time,
by virtue of the Amalgamation and without any action on the part of any
holder thereof, the Company shall pay (with the proceeds of the capital
contribution required by the last sentence of this Section 2.09) for
each Warrant listed on Schedule 2.09 hereto, to the holder thereof, an
amount in cash equal to the difference between (a) the consideration
per Class A Share, Class B Share or Class C Share specified in Section
2.05(a) multiplied by the number of Class A Shares, Class B Shares or
Class C Shares subject to such Warrant and (b) the exercise price of
such Warrant. Upon such payment therefor, such Warrant will no longer
be outstanding, and neither the Company nor any other Person shall have
any obligation with respect thereto. Immediately after the Effective
Time, each other Warrant that is outstanding immediately prior to the
Effective Time will be exchanged for an option to acquire shares of
Alleghany Common Stock (an "Alleghany Option") in accordance with
Section 2.11. At the Effective Time, Parent shall make a capital
contribution to the Company in an amount equal to $11,450,375, which
the parties hereto agree is sufficient to make all cash payments
pursuant to the first sentence of this Section 2.09.
3. Section 2.10 of the Agreement is hereby amended to read in its
entirety as follows:
Section 2.10. Cash-Out or Exchange of Options. At the Effective Time,
by virtue of the Amalgamation and without any action on the part of any
holder thereof, the Company shall pay (with the proceeds of the capital
contribution required by the last sentence of this Section 2.10), for
each Option listed on Schedule 2.10 hereto, to the holder thereof, an
amount in cash equal to the difference between (a) the consideration
per Class C Share specified in Section 2.05(a) multiplied by the number
of Class C Shares subject to such Option (or by the number of Class C
Shares subject to the Class C Warrant subject to such Option) and (b)
the
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exercise price of such Option. Upon such payment therefor, such Option
will no longer be outstanding, and neither the Company nor any other
Person shall have any obligation with respect thereto. Immediately
after the Effective Time, each other Option that is outstanding
immediately prior to the Effective Time will be exchanged for an
Alleghany Option in accordance with Section 2.11. At the Effective
Time, Parent shall make a capital contribution to the Company in an
amount equal to $1,985,953, which the parties hereto agree is
sufficient to make all cash payments pursuant to the first sentence of
this Section 2.10.
4. A new Section 2.11 is hereby added to the Agreement, which reads in
its entirety as follows:
Section 2.11. Alleghany Options. The number of shares of Alleghany
Common Stock issuable upon exercise of an Alleghany Option received by
a holder of Warrants or Options in accordance with Sections 2.09 or
2.10 will be determined by (i) multiplying the number of Shares
issuable upon exercise of such Warrant or Option by the per Share
consideration of $3,081.69, and (ii) dividing that result by the
Alleghany Share Value. Any fractional share of Alleghany Common Stock
to which a recipient would be entitled upon exercise of the Alleghany
Option will be paid in cash. The per share exercise price of the
Alleghany Option will be determined by (i) multiplying the number of
Shares issuable upon exercise of a Warrant or Option by the per Share
exercise price of such Warrant or Option, and (ii) dividing that result
by the number of shares of Alleghany Common Stock issuable upon
exercise of the Alleghany Option as determined in the first sentence of
this Section 2.11.
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed on its behalf, all as of the day and year first above written.
UNDERWRITERS REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President
By: /s/ Xxxxxx X. xx Xxxxx
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Name: Xxxxxx X. xx Xxxxx
Title: Secretary
UNDERWRITERS ACQUISITION COMPANY LTD.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
By: /s/ Xxxxxx X. xx Xxxxx
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Name: Xxxxxx X. xx Xxxxx
Title: Assistant Secretary
VENTON HOLDINGS LTD.
By: /s/ X.X. Xxxxxx
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Name: X.X. Xxxxxx
Title: Director
By: /s/ X.X. Xxxxx
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Name: X.X. Xxxxx
Title: Director
