SECOND AMENDMENT TO THE AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Exhibit
10.6
This amendment (“Amendment”) is made and entered into as of June 10, 2009 by and between Risk
Transfer Holdings, Inc. (“RTH”) and Specialty Underwriters’ Alliance, Inc. and its wholly owned
property and casualty insurance subsidiary, SUA Insurance Company (collectively, the “Company”),
and amends the AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (“Agreement”) entered into by the
parties on JUNE 10, 2005. Any terms defined in the Agreement and used herein shall have the same
meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment
and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting
provision of this Amendment shall be and constitute an amendment of the Agreement and shall
control, but only to the extent that such provision is inconsistent or conflicting with the
Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
NOW, THEREFORE, and in consideration of the mutual agreements and covenants set forth, the
parties wish to amend the Agreement as follows:
Section 7 shall be deleted in its entirety and replaced with the following:
“Unless otherwise agreed to by the parties in writing, the Purchaser shall not sell,
assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or in
any way encumber, any shares of Class B Stock owned by the Purchaser, except for exchanges
and repurchases in compliance with Section 4.”
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their
behalf by their duly authorized officers as of the day, month and year above written.
SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | Senior Vice President, Chief Underwriting Officer | |||
RISK TRANSFER HOLDINGS, INC.
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx | |
| Title: | Chief Executive Officer | |
