EXHIBIT 10
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT is made and entered into as of January 30, 1998 among LIFE
USA HOLDING, INC., a Minnesota corporation (the "Company"), and ALLIANZ LIFE
INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation ("Allianz").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into the Stock Purchase Agreement
dated January 13, 1998 (the "Agreement" and all terms defined in the Agreement
are used herein as defined in the Agreement); and
WHEREAS, as a result of the finalization of the Company's audited financial
statements for the year ended December 31, 1997, the Company has determined that
the number of shares of its Common Stock subject to the Preemptive Rights was
241,846 shares as of December 31, 1997 rather than 239,165 shares as stated in
the Agreement and the parties desire to amend the Agreement to reflect this
change;
NOW, THEREFORE, in consideration of these premises and of the covenants,
conditions and promises hereinafter set forth and for One Dollar ($1.00) and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Shares Subject to Preemptive Rights. The number "241,846" is hereby
inserted in lieu of the number "239,165" in Section 1.2 of the Agreement.
2. Full Force and Effect. Except as expressly set forth herein, the
Agreement as amended hereby shall continue in full force and effect in
accordance with its terms.
3. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Minnesota, without regard to the
principles thereof regarding conflict of laws.
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IN WITNESS WHEREOF, the parties have executed this Agreement, each as of
the date first above written.
LIFE USA HOLDING, INC.
/s/ Xxxx X. Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx, Executive
Vice President and Chief
Financial Officer
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
/s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxxxxx
Vice President, Secretary, and
Corporate Legal Officer
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AMENDMENT NO. 2
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT is made and entered into as of July 15, 1998 between LIFE
USA HOLDING, INC., a Minnesota corporation (the "Company"), and ALLIANZ LIFE
INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation ("Allianz").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into the Stock Purchase Agreement
dated January 13, 1998, as amended by Amendment No. 1 to Stock Purchase
Agreement dated as of January 30, 1998 (the "Agreement" and all terms defined in
the Agreement are used herein as defined in the Agreement); and
WHEREAS, the parties wish to amend Section 2.2 of the Agreement to include
certain shares of Common Stock in the divisor for purposes of determining Book
Value Per Share; and
WHEREAS, the Company has authorized the repurchase of up to 4,000,000
shares of its Common Stock pursuant to a stock repurchase plan adopted by the
Board of Directors of the Company on July 15, 0000 (xxx "Xxxxx Xxxxxxxxxx
Plan"); and
WHEREAS, Section 2.5 of the Agreement limits the percentage ownership by
Allianz of the Company's Common Stock, and the parties wish to amend Section 2.5
to the Agreement to avoid reduction in the maximum ownership by Allianz as a
result of the Stock Repurchase Plan; and
WHEREAS, the parties wish to amend Section 7.17(b) of the Agreement to
permit the Company to carry out the Stock Repurchase Plan,
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amendment to Section 2.2 of the Agreement. Section 2.2 of the Agreement is
amended by adding an additional sentence to the end of Section 2.2 reading
as follows:
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"For purposes of determining Book Value Per Share pursuant to this
Section 2.2, the actual number of issued and outstanding shares of
Common Stock as of the Determination Date shall be deemed to include
shares to be issued in the July or January immediately following the
Determination Date for the benefit of participants in the Company's
Employee Savings Plan (401(k) Plan) upon payment of funds reserved for
the purchase of Common Stock during the calendar quarter ended as of
the Determination Date."
2. Amendment of Section 2.5 of the Agreement. Section 2.5 of the Agreement is
amended by adding an additional sentence to the end of Section 2.5 reading
as follows:
"For purposes of this Section 2.5, the actual number of issued and
outstanding shares of Common Stock of the Company with respect to
which Allianz's percentage ownership shall be determined shall be
deemed to include all Common Stock repurchased by the Company pursuant
to the stock repurchase plan approved by the Board of Directors of the
Company on July 15, 1998."
3. Amendment to Section 7.17 of the Agreement. Clause (b) of Section 7.17 of
the Agreement is hereby amended to read as follows:
"(b) repurchase any shares of its Common Stock from any of its
shareholders in any calendar year in excess of five percent (5%) of
the number of shares of Common Stock outstanding at the beginning of
such year, provided that this restriction on repurchase shall not
apply to the Company's repurchase of its Common Stock pursuant to the
stock repurchase plan approved by the Board of Directors of the
Company on July 15, 1998."
4. Full Force and Effect. Except as expressly set forth herein, the Agreement
as amended hereby shall continue in full force and effect in accordance
with its terms.
5. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which,
when so executed and delivered, shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Minnesota, without regard to the
principles thereof regarding conflict of laws.
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IN WITNESS WHEREOF, the parties have executed this Agreement, each as of
the date first above written.
LIFE USA HOLDING, INC.
/s/ Xxxx X. Xxxxxxxx
------------------------------------------
Xxxx X. Xxxxxxxx, Executive
Vice President and Chief Financial Officer
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA
/s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxxxxx, Vice President
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