AMENDMENT TO THE SHAREHOLDERS AND WARRANTHOLDERS AGREEMENT OF U.S.I.HOLDINGS CORPORATION
EX-4.12 8 dex412.htm FORM OF AMENDMENT TO SHAREHOLDERS AND WARRANTHOLDE Prepared by R.R. Donnelley Financial -- FORM OF AMENDMENT TO SHAREHOLDERS AND WARRANTHOLDE
Exhibit 4.12
AMENDMENT
TO THE
SHAREHOLDERS AND WARRANTHOLDERS’ AGREEMENT
OF
U.S.I. HOLDINGS CORPORATION
The Shareholders’ and Warrantholders’ Agreement (the “Agreement”) of U.S.I. Holdings Corporation (the “Company”) shall be amended by:
(a) | Amending Article I, Definitions, of the Agreement by replacing the definition of the term “Public Offering” in its entirety with the following: |
“Public Offering” means the consummation by the Company of an initial sale of its Common Stock in an underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended.
(b) | Replacing Section 2.1(e), Expiration, in its entirety with the following: |
(e) Expiration. The provisions contained in this Section 2.1 shall expire at the closing of a Public Offering.
[Signature page follows]
-2-
Dated: [ ], 2002
| U.S.I. HOLDINGS CORPORATION | ||
| By: | ||
| | ||
| Name: | ||
| Title: | ||
| Bellwether Investment Pte. Ltd. Ceridian Corporation Capital Z Financial Services Fund II, LP Capital Z Financial Services Private Fund II, LP Conning Insurance Capital Limited Partnership III Conning Insurance Capital International Partners III, L.P. CB Capital Investors, LP CBD Holdings, Ltd. Norwest Equity Capital, LLC The Chubb Corporation Continental Casualty Company The Equitable Companies Incorporated Norwest Equity Capital, LLC Hambrecht & Quist Group The Northwestern Mutual Life Insurance Company Saratoga Partners III, L.P. Saratoga Partners III, C.V. Orion Capital Corporation Royal Indemnity Company Maryland Casualty Company Kemper Corporation Universal Underwriters Insurance Federal Kemper Life Assurance Company Fidelity Life Association Kemper Investors Life Insurance Company Fidelity & Deposit Company of Maryland WLD Equity Partners 1999, LP WLD Trust The Paul Revere Life Insurance Company | ||
-3-
| Provident Life and Accident Insurance Company Provident Asset Trust I Travelers Insurance Company Travelers Indemnity Company Sovereign Bancorp, Inc. | ||
| By: | ||
| | ||
| Name: Ernest J. Newborn, II | ||
| Title: Attorney-in-Fact | ||
