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EXHIBIT 4.3
AMENDMENT TO STOCKHOLDERS AGREEMENT
This Amendment to Stockholders Agreement ("Amendment") is entered
into as of December 28, 1995 among the parties whose signatures appear below for
the purpose of amending that certain Stockholders Agreement dated as of
September 7, 1993 among such parties (the "Original Agreement").
The parties hereto hereby agree as follows:
1. Amendment. The lead-in to Section 8 of the Original Agreement
is amended in entirety to read as follows:
"8. Termination of this Agreement. Other than with respect to the
registration rights set forth in Section 6 of this Agreement which shall
terminate solely in accordance with subparagraph (n) of such Section 6, this
Agreement shall terminate upon the earliest to occur of:"
2. Entire Agreement. Except to the extent expressly provided in
this Amendment, the terms and conditions of the Original Agreement shall remain
in full force and effect. This Amendment constitutes and contains the entire
agreement of the parties hereto and supersedes any and all prior agreements,
negotiations, correspondence, understandings and communications between the
parties, whether written or oral, respecting the subject matter hereof.
3. Counterparts. This Amendment may be executed in counterparts,
each of which when so executed shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
FINANCIAL PACIFIC INSURANCE GROUP,
INC.
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, President
FINPAC PARTNERS,
a California limited partnership
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, General Partner
ST. XXXX FIRE AND MARINE INSURANCE
COMPANY
By: /s/ X. X. XXXXXXXX
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X. X. Xxxxxxxx
Vice President &
Corporate Secretary
THE FIREMARK GLOBAL INSURANCE
FUND, L.P.,
a Delaware limited partnership
By: Firemark Advisors, Inc.,
General Partner
By: /s/ [SIG]
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XXXXX FARGO BANK, N.A., TRUSTEE FOR
XXXXXX & XXXXXXX FOR THE BENEFIT
OF XXXXX X. XXXXXX
By:. [SIG]
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/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
NORTH AMERICAN TRUST, AS TRUSTEE FOR
XXXXXX & XXXXXXX FOR THE BENEFIT
OF XXXXX X. XXXXXX
By: /s/ XXXX X. XXXXXXX
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CERTIFICATE OF SECRETARY
I DO HEREBY CERTIFY that I am the duly elected and acting Secretary for North
American Trust Company, San Diego, California, a California Corporation, and
that the following is a true and correct copy of a resolution adopted by the
Board of Directors held on the 8th day of October, 1993:
"WHEREAS", Section 5.5 of the By-Laws of the Corporation provide that the
Board of Directors may authorize any Officer or Officers to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation;
NOW, THEREFORE, BE IT HEREBY RESOLVED, that any Vice President, or any two
other Officers, of this Corporation are authorized and empowered to make
delivery of and to execute all assignments, transfers, powers of attorney,
and other instruments necessary or proper to consummate the sale or
exchange of any stocks, bonds and/or securities of every kind standing in
the name of this Corporation, as trustee, custodian, or in any fiduciary
character whatsoever; and to deposit under any deposit or protective
agreement or reorganization plan any and all securities standing in the
name of this Corporation, as trustee, custodian, or in any fiduciary
character whatsoever and to execute all papers or instruments or writing
necessary or proper to accompany such deposits and/or withdrawal of any or
all securities so deposited and/or the acceptance of any cash and/or
securities in payment, exchange or substitution of any securities owned or
held by the Corporation in any fiduciary character whatsoever; and I
further certify that the foregoing resolution is presently in full force
and effect and has not been revoked or rescinded as of the date hereof."
IN WITNESS WHEREOF, I hereby affix my signature.
Dated: December 31, 1995
/s/ [SIG]
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Secretary
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CERTIFICATE OF INCUMBENCY
I, Xxx Xxxxxxx, Secretary of North American Trust Company, a California
Corporation, hereby certify that by Resolution, duly adopted by the Board of
Directors of this Corporation, the Officers named upon this certificate have
been duly elected or appointed by the President as approved in the By-laws, are
now acting and are qualified to sign on behalf of this Corporation, that the
specimen signature appearing opposite the name and title of each such officer is
the genuine signature of such Officer and that said Resolution or appointment is
in full force and effect.
Vault Entry/Fiduciary Deposit Transactions/Safety Deposit/Securities
Name Title Signature
---- ----- ---------
XXXXX X. XXXXXX Chief Financial Officer /s/ XXXXX X. XXXXXX
XXX X. XXXXXXX Vice President /s/ XXX X. XXXXXXX
XXXXXX X. XXXXXXX Vice President /s/ XXXXXX X. XXXXXXX
XXXXXX XXXXXXX Asst. Vice President /s/ XXXXXX XXXXXXX
XXXXXXX XXXXXXX Asst. Vice President /s/ XXXXXXX XXXXXXX
XXXX X. XXXXXXX Asst. Vice President /s/ XXXX X. XXXXXXX
XXXXXXX X. XXXX Asst. Vice President /s/ XXXXXXX X. XXXX
XXXXX X. XXXXX Trust Officer /s/ XXXXX X. XXXXX
XXXXXX XXXXXXX Trust Officer /s/ XXXXXX XXXXXXX
XXXXX X. XXXXXXXX Trust Officer /s/ XXXXX X. XXXXXXXX
XXXXXXX XXXXXXXXX Trust Officer /s/ XXXXXXX XXXXXXXXX
XXXXXX XXXXXXXX Trust Officer /s/ XXXXXX XXXXXXXX
XXXXX XXXXXX Internal Control Supervisor /s/ XXXXX XXXXXX
ADALEAH XXXXXXXX Operations Supervisor /s/ ADALEAH XXXXXXXX
IN WITNESS WHEREOF, I have subscribed my name this 31st day of December, 1995.
/s/ XXX XXXXXXX
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Secretary
