AMENDMENT NO. 1 TO STOCK ACQUISITION AGREEMENT
This Amendment No. 1 to Stock Acquisition Agreement is made and
entered into as of December 27, 1995 by and among Anchor National Life Insurance
Company, a California corporation ("ANCHOR"), SunAmerica Life Insurance Company,
an Arizona corporation ("PURCHASER"), and Zenith National Insurance Corp., a
Delaware corporation ("SELLER"), with reference to that certain Stock
Acquisition Agreement (the "ACQUISITION AGREEMENT") dated as of September 19,
1995 by and between Anchor and Seller, and with reference to the following
facts:
Pursuant to the terms of the Acquisition Agreement, Anchor has
assigned its interest thereunder to Purchaser, as its Designated Affiliate (as
defined in the Acquisition Agreement). Section 13.7 of the Acquisition
Agreement provides that the Acquisition Agreement may be modified or amended
only by a writing duly executed by or on behalf of the parties thereto. Anchor,
Purchaser and Seller wish to amend the Acquisition Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. AMENDMENTS TO THE ACQUISITION AGREEMENT.
(a) Section 3.15(h) of the Acquisition Agreement is hereby amended to
delete the following words from the beginning of the first sentence thereof
"Prior to the execution of this Agreement, the Seller has delivered . . ." and
to replace such words with the words "Prior to the Closing Date, the Seller will
have delivered . . .".
(b) Section 5.24 of the Acquisition Agreement is hereby amended and
restated as follows: "Prior to the Closing, the Seller shall provide the
Purchaser will access to all agency contracts of the Company and, within 5
Business Days after the earlier of the end of the period during which the Seller
provides services under the Services Agreement and the date of a written request
by the Purchaser, the Seller shall deliver to the Purchaser all such agency
contracts."
(c) Exhibit E attached to the Acquisition Agreement is hereby amended
and restated as attached hereto.
2. REFERENCE TO AND EFFECT ON THE ACQUISITION AGREEMENT.
(a) On and after the date hereof, each reference in the Acquisition
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import, and each reference in the Acquisition Agreement to Exhibit E shall mean
and be reference to the Acquisition Agreement (including Exhibit E) as amended
by this Amendment No. 1.
(b) Except as specifically amended by this Amendment No. 1, the
Acquisition Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
(c) The execution, delivery and performance of this Amendment No. 1
shall not constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of any party under, the Acquisition Agreement.
3. MISCELLANEOUS.
(a) This Amendment No. 1 may be executed in any number of
counterparts, each of which will be deemed on original, but all of which will
constitute one and the same instrument.
(b) This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of California applicable to a contract
executed and performable in such state.
IN WITNESS WHEREOF, this Amendment No. 1 to Stock Acquisition
Agreement has been duly executed and delivered by the duly authorized officers
of Anchor, Purchaser and Seller, effective as of the date first written above.
SUNAMERICA LIFE INSURANCE COMPANY
By: ________________________________________
Name: Xxx X. Xxxxxxx
Title: Executive Vice President
ANCHOR NATIONAL INSURANCE COMPANY
By: ________________________________________
Name: Xxx X. Xxxxxxx
Title: Executive Vice President
ZENITH NATIONAL INSURANCE CORP.
By: ________________________________________
Name:
Title:
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EXHIBIT E
AGREEMENTS TO BE ASSIGNED
1. Lease Agreement, dated 2/15/87, between California Farm Bureau Federation
(as lessee) and CalFarm Insurance Company and the Company (as lessors) (re
building located at 1601 Exposition Boulevard), as amended 12/1/89 and
12/28/90.
2. License Agreement, dated 6/4/85, between CalFarm Insurance Company, CalFarm
Life Insurance Company, CalFarm Insurance Agency and Zenith National
Insurance Corp. and California Farm Bureau Federation for use of the Farm
Bureau name, logo and membership lists.
3. ClaimFacts TPA Perpetual License Agreement, dated 9/26/89, between ERISCO,
Inc. and the Company.
4. Agreement of Amendment, dated 8/29/90, between ERISCO, Inc. and the
Company.
5. Amendment to ClaimFacts TPA Perpetual License Agreement dated 9/29/94
between ERISCO and the Company for GroupFacts.
6. Retention Agreement, dated as of 7/1/93, between California Farm Bureau
Federation and the Company.
7. Amendment to Retention Agreement effective 11/1/94 between California Farm
Bureau and the Company.
8. Second Amendment to Retention Agreement between California Farm Bureau and
the Company effective 5/1/95.
9. License Agreement, dated 2/3/92, between Medical Data Research, a division
of Medicode, Inc. and the Company for data base lease (Anesthesia Payment
Guide).
10. Agreement between Medical Data Research, a division of Medicode, Inc. and
the Company for data base (Workers Compensation).
11. Agreement, dated 6/7/92, between Medical Data Research, a division of
Medicode, Inc. and the Company for data base (Medical or Dental UCR Payment
System).
12. Confidentiality Agreement, effective 1/13/88, between Community Care
Network and the Company.
13. Payor Agreement, dated 2/1/88, between Community Care Network and the
Company.
14. Participation and Indemnification Agreement, dated 3/19/93, executed by the
Company (re NHCAA).
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00. Agreement Regarding Adherence to Procedure Guidelines Governing
Participation of NHCAA Corporate Members in NHCAA Information Disclosure
Program, dated 2/24/93, executed by the Company.
16. Subscription Agreement for Life/Health Companies, dated 9/9/92, between
Index System and the Company.
17. Lazer Ventures Medical & Dental Training Software Maintenance Agreement,
dated 8/27/93, executed by the Company.
18. Agreement, dated 7/26/92, between CDB Infotek and the Company for
subscriber application and service.
19. Agreement dated 5/9/85 between D & B Computing Services and the Company.
MUST Software International (a Division of U3S Corporation of America) is
the successor in interest to D&B Computing Services, Inc.
20. Premium Administration Agreement effective May 1, 1995 between California
Farm Bureau and the Company.
21. Agreement dated September 1, 1985, as amended June 1, 1995 between PCS
Health Systems, Inc. and the Company.
22. Addendum dated January 1, 1995 to agreement between PCS Health Systems,
Inc. and the Company for managed mail.
23. PCS Recap System Underwriter Agreement, effective 9/1/91, between PCS
Health Systems Inc. and the Company (PCS RECAP SYSTEM).
24. Supplemental Recap System Agreement effective 11/13/89 between PCS, Inc.
and the Company (administration of Prescription Drug: RECAP SYSTEM).
25. SinglePoint Agreements:
a. Master Agreement effective May 1, 1995 among UNUM, Zenith Insurance
Company, and Company
b. Marketing and Administration Agreement effective May 1, 1995 among
UNUM, Zenith Insurance Company, SP Administrator and Company
c. Marketing and Administration Agreement effective May 1, 1995 among
UNUM, Zenith Insurance Company, Sharp and the Company
d. Service Xxxx License Agreement effective May 11, 1995, among
SinglePoint, LLC; SP Administrator, LLC; UNUM; Zenith Insurance
Company; and the Company
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e. Agreement dated 7/6/95 between Xxxxxx and Company and the Company for
Underwriting Services
f. Confidentiality Agreement dated 6/23/95 between Anchor Pacific
Underwriting, Inc., and the Company
g. Group Medical Reinsurance Agreement effective 5/1/95 between UNUM and
the Company
h. Letter of Intent dated 9/11/95 between OMNI Health Care; Zenith
Insurance Company; UNUM; SP Administrator, LLC; and the Company
i. Letter of Intent, dated September 20, 1995, among Zenith National
Insurance Corp., UNUM, Omni Health Care, Xxxxxx Ambulatory Care
Corporation and CalFarm Life Insurance Company.
26. Group Dental Reinsurance Agreement dated April 17, 1995 between Ameritas
Life and the Company
27. Medical Excess Loss Reinsurance Treaty effective May 1, 1995, between
American Accident Reinsurance Group (Xxxxxxxxx & Xxxx) and the Company
28. Excess Major Medical Reinsurance Agreement, effective 1/1/93 between
Employers Reinsurance Corporation and the Company, and all amendments
thereto (active for new business)
29. Federal Service Xxxx Application for the Xxxx SINGLEPOINT dated November 8,
1994 under serial number 74/595,791.
30. Federal Service Xxxx Application for the Xxxx SINGLEPOINT and design dated
February 6, 1995 under serial number 74/630,030.
31. Membership in ClaimFacts users group.
32. License Agreement with TLC for Freedom Software Packages.
33. Marketing and Administration Agreement, dated November 13, 1995, between
Ameritas Managed Dental Plan, Inc. and CalFarm Life Insurance Company.
34. Marketing and Administration Agreement, dated November 13, 1995, between
Ameritas Life Insurance Company and CalFarm Life Insurance Company.
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