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EXHIBIT 10.2
AMENDMENT NO. 1 TO
SECURITYHOLDERS' AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of April, 15,
1997, to the Securityholders' Agreement (the "Agreement") dated as of the 12th
day of June 1995, entered into by and among Home Holdings Inc., a Delaware
corporation (the "Company"), ZCI Investments Limited, a corporation organized
and existing under the laws of Bermuda (now known as Zurich Home Investments
Limited and referred to herein as the "Purchaser"), Centre Reinsurance (Bermuda)
Limited, a corporation organized and existing under the law of Bermuda ("Centre
Re"), Insurance Partners Advisors, L.P., a limited partnership organized and
existing under the laws of Delaware ("IP"), Trygg-Hansa AB, a corporation
organized and existing under the Laws of Sweden ("Trygg-Hansa"), and Trygg-Hansa
Holding B.V., a corporation organized and existing under the Laws of Sweden
("Trygg-Hansa Holding" and, together with Trygg-Hansa, "TH"). The Company, the
Purchaser, Centre Re, IP and TH are sometimes individually referred to as
"Party" and collectively as the "Parties".
WHEREAS, the Parties desire to amend certain provisions of the
Agreement relating to the composition of the Board of Directors as more fully
described herein; and
WHEREAS, this Amendment is made pursuant to Section 9.5 of the
Agreement.
NOW, THEREFORE, for good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
Section 1. Definitions. All capitalized terms used herein and
not otherwise defined shall have the meanings assigned to them in the
Agreement.
Section 2. Amendment of Agreement.
(a) The Agreement is hereby amended in its entirety to remove
IP as a Party to the Agreement.
(b) Section 3.1 of the Agreement is hereby amended and
replaced in its entirety to read as follows:
3.1 Number and Membership. (a) The Board of Directors
of the Company shall be fixed at four directors, subject to
the terms of paragraph (b) below.
(b) The Parties and the Company shall take all action
within their respective power, including, but not limited to,
the voting of Capital Stock of the Company, required to cause
the Board of Directors of the Company to consist of at least
four members (subject to the provision of this paragraph (b))
and to at all times include (i) two designees of TH and its
Permitted Transferees (the "TH
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Nominees") and (ii) two designees of the Purchaser and its
Permitted Transferees (the "Purchaser Nominees"). In addition,
if the number of directors is increased above four, the
Purchaser shall have the right to designate the additional
directors, and such additional directors shall also be deemed
to be "Purchaser Nominees". TH and the Purchaser shall also be
entitled to appropriate representation on any committees of
the Board of Directors of the Company and on the boards of
directors of the Company's direct and indirect Subsidiaries.
Notwithstanding the foregoing provisions of this Section 3.1,
if the Warrants are not exercised on or prior to their
expiration date, TH shall have the right, after such
expiration date, to appoint a majority of the members of the
Board of Directors (and any committees thereof) of the Company
and its direct and indirect Subsidiaries.
Section 3. Status of Agreement. The Agreement and the terms
and conditions thereof shall remain in full force and effect except as amended
pursunt to this Amendment. This Amendment is limited solely for the purposes and
to the extent expressly set forth herein and nothing herein contained or implied
shall constitute an amendment or waiver of any other term, provision or
condition of the Agreement.
Section 4. References to Agreement. References in this
Amendment and the Agreement to the Agreement and words therein of similar
import, shall be deemed to be references to the Agreement as amended hereby and
as further amended from time to time.
Section 5. Counterparts. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one
Amendment, and any of the parties thereto may execute this Amendment by signing
such a counterpart.
Section 6. Governing Law. This Amendment shall be construed
and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of New York, without reference to its conflicts of
laws principles.
Section 7. Effectiveness. This Amendment shall become
effective upon the execution and delivery by each party hereto of a counterpart
hereof.
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IN WITNESS WHEREOF, the Parties hereto have duly executed this
Amendment as of the date and year first above written.
HOME HOLDINGS INC.
By: /s/ Richard H. Hershman
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Name: Richard H. Hershman
Title: Treasurer
ZURICH HOME INVESTMENTS LIMITED
(formerly known as ZCI Investments Limited)
By: /s/ Andrea Hodson
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Name: Andrea Hodson
Title: Assistant Secretary
CENTRE REINSURANCE (BERMUDA)
LIMITED
By: /s/ Andrea Hodson
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Name: Andrea Hodson
Title: Vice President & Assistant Secretary
INSURANCE PARTNERS ADVISORS, L.P.
By: Service GenPar, L.P., its
General Partner
By: Service Partners, Inc., its
General Partner
By: /s/ Robert Spass
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Name: Robert Spass
Title: President
TRYGG-HANSA AB
By: /s/ Zaid O.B. Pedersen
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Name: Zaid O.B. Pedersen
Title: Chief Financial Officer
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TRYGG-HANSA HOLDING B.V.
By: /s/ Jan Bruneheim
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Name: Jan Bruneheim
Title: Director
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