AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Exhibit
10.6
AMENDMENT
NO. 1
THIS
AMENDMENT (the “Amendment”) to the
Stockholders Agreement is made and entered into on August 4, 2010 by
and between American Capital Acquisition Corporation, a Delaware corporation
(the “Company”), and The
Xxxxxxx Xxxxxxxxx 2005 Grantor Retained Annuity Trust, Xxxxxxx Xxxxxxxxx and
Amtrust Financial Services, Inc. (together, collectively known as the “Investors”) and
amends that certain Stockholders Agreement effective as of October 16, 2009 (the
“Agreement”).
WHEREAS,
the Company and the Investors desire to amend the Agreement to increase the
number of directors on the Board.
NOW
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement, intending to be legally bound,
hereby agree as follows:
1. Capitalized
terms used but not otherwise defined in this Amendment shall have the meanings
given to such terms in the Agreement.
2. Section
4(a)(i) is hereby deleted in its entirety and replaced with the
following:
“the
authorized number of directors (each, a “Director”) on the
Board shall be established at six (6);”
3. Section
4(a)(ii) is hereby deleted in its entirety and replaced with the
following:
“the Board shall be comprised as
follows:
|
|
(A)
|
four
(4) individuals designated by The Xxxxxxx Xxxxxxxxx 2005 Grantor Retained
Annuity Trust (“MKG
Directors”); and
|
|
|
(B)
|
two
(2) individuals designated by AmTrust Financial Services, Inc. (each an
“AFSI
Director”).”
|
4. Section
4(b) is hereby deleted in its entirety and replaced with the
following:
“The
quorum for meetings of the Board shall be four (4) directors, provided, however,
that at least one (1) AFSI Director must be in attendance at all such
meetings. No meeting of the Board shall continue with the transaction
of business in the absence of a quorum.”
5. The
term “Unanimous Board
Approval” in the last line of Section 5(a) shall be replaced with the
term “AFSI
Approval.”
6. Section
10 shall be amended to include the following new defined term:
“AFSI Approval” means
the vote or written consent of a majority of the members of the Board, including
the vote or written consent of the two (2) AFSI Directors.”
7. The
term “Unanimous Board
Approval” set forth in Section 10 is hereby deleted in its entirety and
replaced with the following:
“Unanimous Board
Approval” means the vote or written consent of all members of the
Board.
8. Except
as amended hereby, the terms and provisions of the Agreement remain in full
force and effect.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of the
day and year first written above.
|
COMPANY:
|
||
|
AMERICAN
CAPITAL ACQUISITION CORPORATION
|
||
|
By:
|
/s/ Xxxxx Xxxxxxxxx
|
|
|
Name: Xxxxx
Xxxxxxxxx
|
||
|
Title: President
|
||
|
INVESTORS:
|
||
|
THE
XXXXXXX XXXXXXXXX 2005 GRANTOR RETAINED
ANNUITY
TRUST
|
||
|
By:
|
/s/ Xxxxxxx Xxxxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxxxx
|
||
|
Title: Trustee
|
||
|
/s/ Xxxxxxx Xxxxxxxxx
|
||
|
Xxxxxxx
Xxxxxxxxx
|
||
|
By:
|
/s/ Xxxxx Xxxx
|
|
|
Name: Xxxxx
Xxxx
|
||
|
Title: Chief
Legal
Officer
|
||
