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EXHIBIT 10.51
AMENDMENT NO. 6 TO
STOCK PURCHASE AND EXCHANGE AGREEMENT
THIS AMENDMENT NO. 6 (this "Amendment"), dated as of the 1st day of
April, 2000, by and among GE Financial Assurance Holdings, Inc., a Delaware
corporation, Phoenix Group Holdings, Inc., a Connecticut corporation, PM
Holdings, Inc., a Connecticut corporation, and GE Life and Annuity Assurance
Company, a Virginia corporation.
WITNESSETH:
WHEREAS, the parties hereto entered into a Stock Purchase and Exchange
Agreement, dated as of December 9, 1999 (together with all amendments thereto
prior to the date hereof, the "SPEA"), and
WHEREAS, the parties wish to further amend the SPEA in the manner set
forth herein;
NOW THEREFORE, in exchange for the undertakings contained in the
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS - All capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the SPEA.
2. AMENDMENTS
2.1 Section 2.3 of the SPEA is hereby amended and restated as follows:
The closing of the sale and purchase of the Purchased PGH Subsidiary
Shares and the PGH Business Assets (the "SECOND CLOSING") will take
place at the offices of PGH on the last calendar day of March 2000,
effective as of 12:01 a.m. on April 1, 2000. The date upon which the
Second Closing occurs is herein referred to as the "SECOND CLOSING
DATE." At the Second Closing, the parties will execute all documents
required to be executed by them in order to complete such closing, but
the following actions shall occur on April 3, 2000.
(a) PGH will deliver to GEFA stock certificates representing the
Purchased PGH Subsidiary Shares, endorsed or accompanied by stock
powers in favor of GEFA;
(b) GEFA will, by 1 p.m., pay to PGH by wire transfer of immediately
available funds to such accounts as are designated by PGH an amount
equal to the Purchase Price less the GELAAC Share Price; and
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(c) PMH will deliver to GEFA such bills of sale, assignments,
certificates of title, documents or other instruments of transfer
and conveyance as may be reasonably requested by GEFA, each in form
and substance satisfactory to GEFA, to transfer title to GEFA to
the PGH Business Assets, free and clear of all Liens except
Permitted Liens.
2.2 Section 2.6(f) of the SPEA is hereby amended by substituting for the
references in clauses B (II) and B (III) to "Second Closing" the date
of April 3, 2000.
2.3 Section 2.6(g), clause (i) of the SPEA is hereby amended and restated
as follows:
97% times the sum of the "capital and surplus" and "asset valuation
reserve" in the PAL Statutory Year-End Balance Sheet, less the Realized
Loss Adjustment for net realized losses related to any assets listed in
Schedule 9.7(i) that are disposed of after December 31, 1999, and less
97% of $540,598, all calculated in accordance with Connecticut SAP.
2.4 The first sentence of Section 2.6(g) of the SPEA is hereby further
amended by changing the period at the end to a semi-colon and adding
the following:
and (v) $800,000 (which is the total amount of capital contributions
made in March, 2000 to PDS and Group Services related to the
reinvestment of funds dividended to PGH from Group Services in December
1999).
3. MISCELLANEOUS
3.1 No Other Amendments.
Other than as expressly set forth herein, the SPEA remains unaltered
and in full force and effect.
3.2 Counterparts.
This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together
shall constitute one and the same amendment.
3.3 Governing Law.
This Amendment shall be construed, performed and enforced in accordance
with the laws of the State of Connecticut without regard to the
conflicts of law principles of such state.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed by their undersigned duly authorized officers.
PM HOLDINGS, INC. GE FINANCIAL ASSURANCE
HOLDINGS, INC.
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxx
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Name: Xxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: Senior Vice President,
Secretary, and
General Counsel
PHOENIX GROUP HOLDINGS, INC. GE LIFE AND ANNUITY ASSURANCE
COMPANY
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: Senior Vice President
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