FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
Exhibit
2
FIRST
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
This
FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT dated June 3, 2009 (this
“Agreement”)
is made by and among each of the sellers listed on the signature pages hereto
(each, a “Seller”
and collectively, the “Sellers”),
and Starr International Company, Inc., a Panamanian corporation (the “Purchaser”). Capitalized
terms used in this Agreement but not defined herein shall have the meanings
ascribed to them in the Existing Securities Purchase Agreement (as defined
below).
WHEREAS,
the Sellers and the Purchaser entered into that certain Securities Purchase
Agreement, dated as of May 1, 2009 (the “Existing
Securities Purchase Agreement”); and
WHEREAS,
the Sellers and the Purchaser intend and desire that certain provisions of the
Existing Securities Purchase Agreement be amended as set forth
herein.
NOW
THEREFORE, in consideration of the mutual agreements, representations,
warranties and covenants herein contained, the partiers hereto agree as
follows:
ARTICLE
I
AMENDMENTS
The
following provisions set forth in the Existing Securities Purchase Agreement are
hereby amended as follows:
Section
1.01. Amendment to
Definitions. The following defined term set forth in the
Existing Securities Purchase Agreement shall be amended and restated in its
entirety as follows:
“Share
Price” means a price per Share equal to the average Market Value of such
Share during the period from and including May 5, 2009 until and including June
4, 2009.”
Section
1.02. Amendment to Exhibit
A. Exhibit A to the Existing Securities Purchase Agreement is
hereby amended and restated in its entirety as set forth in Annex A
hereto.
ARTICLE
II
MISCELLANEOUS
Section
2.01. Severability; Governing Law;
Dispute Resolution. The parties hereto agree and confirm that
Section 6 (Miscellaneous
Provisions) of the Existing Securities Purchaser Agreement shall apply
mutatis mutandis to
this Agreement and are incorporated into this Agreement as if set out
specifically herein.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
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SELLER:
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X.X.
XXXXX & CO., INC.
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By:
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/s/Xxxxxx X. Lundqvist
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Name: Xxxxxx X.
Lundqvist
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Title:
Director, Executive Vice President & General
Counsel
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X.X.
XXXXX & CO., INC. TRUST
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By:
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/s/Xxxxxx X. Lundqvist
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Name:
Xxxxxx X. Lundqvist
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Title:
Attorney-In-Fact
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THE
XXXXXXX X. AND XXXXXXX X. XXXXXXXXX FOUNDATION
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By:
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/s/Xxxxxxx X.
Xxxxxxxxx
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Name: Xxxxxxx X.
Xxxxxxxxx
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Title:
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XXXXXXX
X. AND XXXXXXX X. XXXXXXXXX JOINT TENANCY COMPANY, LLC
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By:
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/s/Xxxxxxx X.
Xxxxxxxxx
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Name: Xxxxxxx X.
Xxxxxxxxx
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Title:
Member
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XXXXXXX
X. XXXXXXXXX
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By:
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/s/Xxxxxxx X.
Xxxxxxxxx
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Name: Xxxxxxx X.
Xxxxxxxxx
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UNIVERSAL
FOUNDATION, INC.
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By:
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/s/Xxxxxx
Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title:
Director
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PURCHASER:
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STARR
INTERNATIONAL COMPANY, INC.
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By:
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/s/Xxxxxx
X. Xxxxxxxx
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Name: Xxxxxx X.
Xxxxxxxx
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Title:
Director
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Annex A
to the First Amendment to the Securities Agreement
EXHIBIT
A
SHARES
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Seller
/ Address
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Shares
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X.X.
Xxxxx & Co., Inc.
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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10,716,957
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X.X.
Xxxxx & Co., Inc. Trust
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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8,360,605
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The
Xxxxxxx X. and Xxxxxxx X. Xxxxxxxxx Foundation
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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989,308
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Xxxxxxx
X. and Xxxxxxx X. Xxxxxxxxx Joint Tenancy Company, LLC
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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25,269,689
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Xxxxxxx
X. Xxxxxxxxx
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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13,025,939
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Universal
Foundation, Inc.
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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2,053,377
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