EXHIBIT 4.2
AMENDMENT NO. 1 TO CGA GROUP, LTD. SHAREHOLDERS AGREEMENT
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT, dated as of December 15, 1997
(the "Amendment"), by and among CGA Group, Ltd., a company with limited
liability incorporated under the laws of Bermuda (the "Company"), and the Common
Holders party hereto.
WITNESSETH
WHEREAS, the Company and the Common Holders are parties to that certain
Shareholders Agreement, dated as of June 12, 1997 (the "Original Shareholders
Agreement "); and
WHEREAS, the parties hereto desire to effect certain amendments to the
Original Shareholders Agreement, all as more fully set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS
SECTION 1.1. Amendment to Section 4(c).
Section 4(c) of the Original Shareholders Agreement is amended by deleting
such Section in its entirety and by inserting in lieu thereof the following new
Section 4(c):
Business Report. The Company shall prepare and deliver to each Common
Holder within 45 days after the end of each calendar quarter a report as to
the implementation of the Company's business plan during such quarter,
which report shall be accompanied by a certificate signed by the Chief
Executive Officer and the Chief Financial Officer of the Company as to the
Company's compliance with its operating guidelines during such quarter;
provided, however, that in lieu of providing such certified report to those
Common Holders whose names are set forth on Schedule I hereto (each a
"Sponsoring Investor" and, collectively, the "Sponsoring Investors") on a
quarterly basis, the Company need only furnish to the Sponsoring Investors
such report, accompanied by the certificate referred to above, within 45
days after the end of each calendar year, as to the Company's compliance
with its operating guidelines during such year.
ARTICLE II
MISCELLANEOUS
SECTION 2.1. All capitalized terms used in this Amendment which are not
defined in this Amendment shall have the respective meanings assigned thereto in
the Original Shareholders Agreement.
SECTION 2.2. All references to the "Agreement" in the Original Shareholders
Agreement shall, from and after the date of this Amendment, be deemed to refer
to the Original Shareholders Agreement, as amended by this Amendment.
SECTION 2.3. Except as and to the extent amended hereby, the Original
Shareholders Agreement shall be and remain in full force and effect in
accordance with its terms.
SECTION 2.4. This Amendment may be executed in any number of counterparts,
each of which when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
SECTION 2.5. This Amendment shall take effect as of the first date on which
counterparts hereof, when taken together, shall have been executed by Common
Holders that own at least ninety percent (90%) of the Common Stock, as provided
by Section 6(b) of the Original Shareholders Agreement.
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SECTION 2.6. This Amendment shall be governed by, and shall be construed
and interpreted in accordance with, the laws of the State of New York without
giving effect to the principles of conflicts of laws thereof, all as more fully
set forth in Section 6(j) of the Original Shareholders Agreement.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.
CGA GROUP, LTD.
By: /s/ XXXXXXX X. PRICE
-------------------------------
Name: Xxxxxxx X. Price
Title: President and CEO
COMMON HOLDERS
CAPITAL REINSURANCE COMPANY
By:
-------------------------------
Name:
Title:
THIRD AVENUE TRUST, ON BEHALF OF THE
THIRD AVENUE VALUE FUND SERIES
By:
-------------------------------
Name:
Title:
OLYMPUS GROWTH FUND II, L.P.
By:
-------------------------------
Name:
Title:
OLYMPUS EXECUTIVE FUND, L.P.
By:
-------------------------------
Name:
Title:
ACE LIMITED
By:
-------------------------------
Name:
Title:
2
LENNAR CGA HOLDINGS, INC.
By:
-------------------------------
Name:
Title:
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By:
-------------------------------
Name:
Title:
FIREMARK VENTURE FUND I, LLC
By:
-------------------------------
Name:
Title:
PACIFIC MUTUAL LIFE INSURANCE COMPANY
By:
-------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK AS TRUSTEE OF THE MULTI-MARKET
SPECIAL INVESTMENT TRUST FUND OF
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:
-------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK AS TRUSTEE OF THE COMMINGLED
PENSION TRUST FUND (MULTI-MARKET SPECIAL
INVESTMENT FUND II) OF XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK
By:
-------------------------------
Name:
Title:
STARWOOD CGA, LTD.
By:
-------------------------------
Name:
Title:
3
MUTUAL DISCOVERY FUND
By:
-------------------------------
Name:
Title:
PRUDENTIAL SECURITIES GROUP, INC.
By:
-------------------------------
Name:
Title:
MUTUAL QUALIFIED FUND
By:
-------------------------------
Name:
Title:
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SCHEDULE I
SPONSORING INVESTORS
CGA FUNDING, X.X.
XXXXXXX/CGA CORPORATION
XXXXXXX EQUITIES, X.X.
XXXXXXX EQUITIES CORP.
Xxxxxx X. Xxxxxx
Xxxxxxx X. Price
Xxxx X. Xxxxxxx
XXXXXXXX PARTNERS
LBCW LIMITED PARTNERSHIP
Xxxxxx X. Xxxxxx, Xx.
XXXXXXX X. XXXXXX REVOCABLE TRUST UAD 2/5/90
XXXXXXXXX FAMILY PARTNERSHIP, L.P.
Xxxxxx Xxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxxx
Xxxxx X. Xxxx
Xxxxxxx X. Xxxxxxxxx
XXXXXXXX FAMILY TRUST
Xxxxxxxx X. Xxxx
XXXXXXX X. TOMASZ REVOCABLE TRUST UAD 2/5/90
Xxxxxxx X. Xxxxxxx
RADNOR CAPITAL CORPORATION PENSION TRUST
Johannson Xxx
Xxxxxxxx X. Xxxxxx
Xxxx X. Xxxxx
Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxx XxXxxxxx
Xxxxxxx Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
Xxxxxxxx Xxxxxxxx
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