AMENDMENT TO THE SHAREHOLDERS AND WARRANTHOLDERS’ AGREEMENT OF
Exhibit
4.12
AMENDMENT
TO THE
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 ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ 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 ▇▇▇▇▇▇ Corporation Universal Underwriters Insurance Federal ▇▇▇▇▇▇ Life Assurance Company Fidelity Life Association ▇▇▇▇▇▇ Investors
Life Insurance Company Fidelity & Deposit Company of Maryland WLD Equity Partners 1999, LP WLD Trust The ▇▇▇▇ ▇▇▇▇▇▇ 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: ▇▇▇▇▇▇ ▇. Newborn, II | ||
| Title: Attorney-in-Fact | ||