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EXHIBIT G
AMENDMENT NO. 7
TO
SUBSCRIBERS' REGISTRATION RIGHTS AGREEMENT
DATED AS OF APRIL 16, 1997
WHEREAS, Enhance Financial Services Group Inc., a New York corporation
(the "Company"), and the other parties executing this Amendment on the signature
page hereof (the "Amending Shareholders") are parties to a Subscribers'
Registration Rights Agreement dated as of October 31, 1986, as amended (as so
amended, collectively the "Agreement"); and
WHEREAS, the Company and the Amending Shareholders deem it in the best
interest of the Company and its shareholders for Swiss Reinsurance Company, a
Swiss corporation ("SwissRe"), to purchase, pursuant to a Letter Agreement dated
April 17, 1997 (the "Letter Agreement") among the Company, Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx, Inc. ("Xxxxxxx Xxxxx") and SwissRe, an aggregate of
700,000 shares (the "Additional Shares") of the Company's common stock, par
value $.10 per share, from Xxxxxxx Xxxxx connection with the sale by U S West
Financial Services, Inc., a Colorado corporation ("USWFS"), to Xxxxxxx Xxxxx of
call options to acquire from USWFS the USWFS Residual Shares (as defined in the
Agreement). To induce SwissRe to purchase such Additional Shares, the Company
and the Amending Shareholders, who own in the aggregate 100% of the Shares (as
defined in the Agreement), desire to amend the Agreement in certain respects.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise expressly provided herein, capitalized terms
used herein which are defined in the Agreement shall have the meanings specified
for such terms in the Agreement (as amended by this Amendment No. 7).
2. Reference herein to a specific sentence included in a Section of the
Agreement shall be after giving effect to this Amendment No. 7.
3. SwissRe and USWFS have been advised by the Company that neither The
Manufacturers Life Insurance Company nor any entity it controls holds any
Shares. Accordingly,
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the Agreement is hereby amended to delete (i) references to the terms
"ManuLife", "ManuLife DECS", "ManuLife Registrable Shares", "ManuLife Residual
Shares", "Original ManuLife Shares" and "ManuLife Demand" wherever such terms
appear in the Agreement and (ii) any provisions of the Agreement granting rights
specifically to the holders of any such ManuLife Registrable Shares, Original
ManuLife Shares or ManuLife Residual Shares (but without affecting the rights of
any holder of SwissRe Shares or SwissRe Registrable Shares).
4. Section 1 of the Agreement is hereby amended by:
(a) changing the definition therein of the terms "SwissRe Shares"
and "USWFS Residual Shares" to read in their entirety, respectively, as follows:
"'SwissRe Shares': The shares of Common Stock originally acquired
by Swiss Reinsurance Company from (i) the Company and ManuLife
(International) Limited (the "Seller") pursuant to the Stock Purchase
Agreement dated as of February 9, 1996 among the Company, the Seller,
The Manufacturers Life Insurance Company and Swiss Reinsurance Company
(and any capital stock or other securities into which such Common Stock
shall have been changed) and (ii) Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx, Inc. ("Xxxxxxx Xxxxx") pursuant to the Letter Agreement dated
April 17, 1997 among the Company, Xxxxxxx Xxxxx and Swiss Reinsurance
Company (and any capital stock or other securities in to which such
Common Stock shall have been changed)."
"'USWFS Residual Shares': 828,197 shares of Common Stock that are
Restricted Shares and owned by U S WEST Financial Services, Inc., a
Colorado corporation ("USWFS") in connection with the issuance by U S
WEST, Inc. of debt exchangeable for Common Stock owned by USWFS which
continue to be held by USWFS (or any entity controlled by U S WEST,
Inc.) after full payment of such USWFS DECS or after provision for full
payment of such USWFS DECS has been made; or which are transferred to
the holder of a Call Option pursuant to such Call Option (as such
number may be adjusted as a result of any stock dividend, stock split,
recapitalization, combination or exchange of shares, or consolidation
or otherwise)."
(b) adding the following capitalized terms in appropriate
alphabetical sequence:
"Call Option": A call option sold by USWFS or its affiliate
providing for an option to acquire all or a portion of the USWFS
Residual Shares.
"Qualified Residual Offering": A registered offering of the USWFS
Residual Shares which (i) is not an underwritten offering, (ii) is
being made solely in order to enable a holder of a Call Option to
transfer the USWFS Residual Shares received upon exercise of such Call
Option to third parties from whom such holder of the Call Option has
borrowed shares of the Company's Common Stock in order to satisfy such
holder's obligations to return such borrowed shares to such third
parties, provided that (x) such
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third parties are not and have not been affiliates of the Company and
(y) such borrowed shares were not "Restricted Securities" within the
meaning of Rule 144 under the Securities Act and were otherwise freely
tradeable without registration under the Securities Act by such third
parties and (iii) which is intended to be consummated prior to December
31, 1998.
5. Section 3 of the Agreement is hereby amended by:
(a) deleting the first six sentences of Section 3(a) in their
entirety and inserting the following language in lieu thereof:
"The holders of SwissRe Registrable Shares will be entitled
to request two separate Demand Registrations with respect to
SwissRe Registrable Shares (each, a or the "SwissRe Demand") (with
respect to which the Company shall pay all Registration Expenses,
provided that the Company shall be required to pay the
Registration Expenses of not more than one Demand Registration for
an offering that is an underwritten offering). In addition to the
foregoing, USWFS (and any entities controlled by U S WEST, Inc.
that hold USWFS Residual Shares) will be entitled to request one
Demand Registration with respect only to the USWFS Residual Shares
(the "Residual Demand"); provided, that notwithstanding anything
to the contrary herein, the Company shall have no obligation to
pay any Registration Expenses in connection with the Residual
Demand; provided further, that, unless the Residual Demand is for
a Qualified Residual Offering, if a SwissRe Demand has been
previously requested pursuant to Section 3(b), the Residual Demand
may not be made until the earlier of (i) six months after the
effective date of the registration statement filed pursuant to
such SwissRe Demand, or such longer period (not to exceed 8
months) as may be reasonably requested by the managing underwriter
or underwriters of such offering so as not to adversely affect
such offering or (ii) eighteen months from the date of such
SwissRe Demand; and provided further, that, unless the Residual
Demand is for a Qualified Residual Offering, the Residual Demand
may not be made if one or both SwissRe Demands remain unexercised
unless each holder of USWFS Residual Shares who intends to make
such Residual Demand (collectively, a "Residual Holder") has
complied with the procedures set forth in the following two
sentences. Any Residual Holder who intends to make the Residual
Demand for a registered offering which is not a Qualified Residual
Offering at the time that one or both SwissRe Demands remain
unexercised shall give the holders of SwissRe Registrable Shares
at least 30 days prior written notice thereof, during which period
such holders of SwissRe Registrable Shares shall have the option,
in their discretion (exercisable by the holders of at least a
majority of the SwissRe Registrable Shares), to either (i) consent
in writing to the making of such Residual Demand or (ii) make a
SwissRe Demand. In the event the holders of at least a majority of
the SwissRe Registrable Shares so make a SwissRe Demand, the right
of such Residual Holder to make the Residual Demand shall be
suspended for
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a period equal to the shorter of (x) six months after the
effective date of the registration statement filed pursuant to
such SwissRe Demand, or such longer period (not to exceed 8
months) as may be reasonably requested by the managing underwriter
or underwriters of such offering so as not to adversely affect
such offering or (y) eighteen months from the date of the SwissRe
Demand."
(b) deleting the last sentence of Section 3(d) and inserting the
following language in lieu thereof:
"The Company represents and covenants that it has not granted,
except to the holders of Registrable Shares pursuant to this Agreement,
and except as to such registration right granted to Xxxxxx Property
Development Ltd., as to which Swiss Reinsurance Company and USWFS have,
in their capacity as the holders of Registrable Shares, waived their
piggyback registration rights, and shall not grant, (i) demand
registration rights to any Person unless such Person shall agree (1)
that its right to exercise such demand registration rights is subject
to the same conditions as set forth in the second and third provisos to
the second sentence of Section 3(a) hereof with respect to the Residual
Demand and (2) that holders of Registrable Shares hereunder will have
piggyback registration rights in respect of any registration effected
pursuant to such Person's demand to the same extent as though such
demand were a Demand Registration hereunder, (ii) piggyback
registration rights to any Person that are inconsistent with Section
3(d) hereof or (iii) any registration rights to any Person which would
diminish or restrict the rights of holders of Shares under, or
otherwise conflict or be inconsistent with, the provisions of this
Agreement."; and
6. This Amendment No. 7 shall become effective upon execution and
delivery of the Letter Agreement by the parties thereto, and the performance of
the transactions contemplated thereby.
7. The Agreement shall, except as amended hereby, continue in full
force and effect.
8. This Amendment No. 7 may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, and all signatures need not appear on
any one counterpart.
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IN WITNESS WHEREOF, each party hereto has executed this Amendment No. 7
by its duly authorized officer as of the date first written above.
ENHANCE FINANCIAL SERVICES GROUP INC.
By /s/ Xxxxxx Xxxxxxx
________________________________________________
Name: Xxxxxx Xxxxxxx
Title: Executive Vice President
Amending Shareholders
---------------------
SWISS REINSURANCE COMPANY
By /s/ Xxxxx X. Xxxxx
________________________________________________
Name: Xxxxx X. Xxxxx
Title: Member of Executive Board and CIO
By /s/ Xxxxxx Xxxxxx
________________________________________________
Name: Xxxxxx Xxxxxx
Title: Member of Senior Management
US WEST FINANCIAL SERVICES, INC.
By /s/ Xxxxxxx X. Post
________________________________________________
Name: Xxxxxxx X. Post
Title: President