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AMENDMENT NO. 1
TO THE
STOCK PURCHASE AND SALE AGREEMENT
DATED NOVEMBER 29, 1996
BY AND BETWEEN
XXXX XXXXX LIFE INSURANCE COMPANY
AND
SUNAMERICA LIFE INSURANCE COMPANY
This Amendment is made and entered into as of this 31st day of
March, 1997, and is hereby made a part of and incorporated into the Stock
Purchase and Sale Agreement dated November 29, 1996 (the "Agreement") by and
between Xxxx Xxxxx Life Insurance Company, a Minnesota stock insurance company
("Seller"), and SunAmerica Life Insurance Company, an Arizona stock insurance
company ("Purchaser"). Capitalized terms used herein and not otherwise defined
shall have the respective meaning ascribed thereto in the Agreement.
WHEREAS, JALIC and SunAmerica have entered into the Agreement; and
WHEREAS, JALIC and SunAmerica desire to amend the Agreement in the
manner hereinafter set forth.
NOW THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that:
1. Purchase Price Adjustment. The second sentence of Section 1.2
shall be deleted in its entirety and replaced with the following sentence:
"In consideration for the sale, assignment and delivery of the JANY
Stock, at the Closing Purchaser shall pay to Seller a purchase price of One
Hundred Thirty One Million Dollars ($131,000,000) (the "Purchase Price").
2. Schedules. The Schedules to the Agreement set forth below shall
be amended to include, restate or delete, as the case may be, as set forth
below. The representations, warranties and indemnification contained in the
Agreement shall in no way be affected by any such amendment, restatement or
deletion of any Schedule.
a. Schedule 2.8(a) Schedule 2.8(a) shall be amended to include: (i)
under the heading "Contract Forms for JANY - Health" reference to Student Health
Policy, HSR-
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50; (ii) under the heading "Contract Forms for JANY - ARMS" reference to
Preferred Excess Loss Insurance Policy, N-1133 and Standard Excess Loss
Insurance Policy, N-1071; (iii) under the heading "Contract Forms for JANY -
Annuities" reference to (a) SPIA (Lottery), N-1500, (b) SPIA, N-1030-P, (c)
Flex, N-2347-P(3/94), (d) Flex, N-2347-P(3/94)(Q) and (e) SPDA, N-2370-P(4/94).
In addition, Schedule 2.8(a) shall be amended to include under the
heading "JANY ENDORSEMENTS - Life" the following endorsements:
American Crown/JANY Endorsement M195
Amendment to Application N-0126-A-4
Aviation Exclusion Rider N-2048-E
Declaration of Continued Insurability N-5112A-1
Schedule 2.8(a) shall be amended to include under the heading "JANY
ENDORSEMENTS - Long Term Care" the following endorsements:
Policy Change Endorsement E1295
Notice to Buyer N-D-107-NY
Sticker - Non-Qualified Policy NY-1350-O 8/96
Schedule 2.8(a) shall be amended to include a new heading "JANY
ENDORSEMENTS - ARMS - Excess Loss" the following endorsements:
Endorsement - Excess Loss N-1133-E
Endorsement - Active at Work X-0000-X.XX
Endorsement - Monthly Cumulative N-1133-E.MCA
Endorsement - Pre-Existing
Conditions X-0000-X.XX
Endorsement - Terminal Liability X-0000-X.XX
Further, Schedule 2.8(a) shall be amended to include under the
heading "Annuities" the following contracts:
SPIA Lottery Endorsement N-1500-E1
Restricted Ownership Endorsement N-1004-E
TSA Contract Loan Request
& Agreement NY-1064-5 3/88
Amendment to Application NY-1216-0 12/89
XXX Endorsement XXX 1
Annuity Tables Endorsement N-2350-P
SPDA XXX Endorsement N-2363-E
TSA Endorsement N-0816-E(11/96)
Endorsement M195
Deposit & Annuity Operations 8700
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b. Schedule 2.8(f) Schedule 2.8(f) shall be amended to add the
following sentence to the description of the Reinsurance Agreement between Xxxx
Xxxxx Life Insurance Company of New York and Heritage Reinsurance Company, Ltd.
(now Lincoln Reinsurance Company, Ltd.) effective January 1, 1995:
"This Reinsurance Agreement was assigned by Lincoln Reinsurance
Company, Ltd. to Lincoln National Reinsurance Company (Barbados) Limited on
December 31, 1996.
c. Schedule 2.11. Schedule 2.11 (1) shall be amended to add the
following sentence to the description of the Modified Coinsurance Agreement
between Xxxx Xxxxx Life Insurance Company of New York and Heritage Reinsurance
Company, Ltd. (now Lincoln Reinsurance Company, Ltd.) effective January 1, 1995:
"This Reinsurance Agreement was assigned by Lincoln Reinsurance
Company, Ltd. to Lincoln National Reinsurance Company (Barbados) Limited on
December 31, 1996.
The HMO Reinsurance Agreements between Xxxx Xxxxx Life Insurance
Company and the third parties listed in Schedule 2.11 (2) have been non-renewed.
The First Catastrophe Excess of Loss Reinsurance Agreement and
Second Catastrophe Excess of Loss Reinsurance Agreement described in Schedule
2.11 (3) and (4), respectively, shall be terminated effective June 30, 1997.
The business ceded by Xxxx Xxxxx Life Insurance Company of New York
under the Administrative Services Agreement described in Schedule 2.11 (11) and
each of the agreements listed in Schedule 2.11 (12), (13) and (14) has been
non-renewed.
d. Schedule 2.13. Schedule 2.13 shall be amended to include under
the heading "JALIC-JANY owned software can be licensed" reference to "ULP -
Universal Life Policy Pages System (JANY Owned)." The reference to "BA Brokers
Ally System (JANY Owned)" which appears under the heading "License from Third
Parties - will need to negotiate with vendors" shall be deleted as there is no
need to negotiate with vendor.
e. Schedule 2.22. Schedule 2.22 shall be amended such that under the
heading "General and Annuity Accounts - Annuity Via ACH Authorization" reference
to Xxxxxx Xxxxxxxx - Cash Management Team Leader shall be deleted and replace by
Xxxxxx Xxxxxx - Cash Management Accountant II.
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In addition, Schedule 2.22 shall be amended to delete under the
heading "JANY Bank Accounts Transaction Authorization List - Investment"
reference to the following accounts (as they are closed).
89922400 JANY General D
89922101 JANY General Trade 1 D
89922403 JANY Spread D
89922404 JANY Spread Trade 1 D
The same heading shall include reference to the following account:
00000000 JANY Individual Life D
f. Schedule 2.23. Schedule A-1 hereto shall be added to Schedule
2.23.
g. Schedule 2.30. Schedule A-2 hereto shall be added to Schedule
2.30.
h. Schedule 2.32(l). The first page of Schedule 2.32(l) shall be
deleted in its entirety and replace with Schedule A-3 hereto. In addition,
Schedule A-4 hereto shall be added to Schedule 2.32(l).
3. Headings. The headings in this Amendment have been inserted for
convenience of reference only, and shall not be considered a part of this
Amendment and shall not limit, modify or affect in any way the meaning or
interpretation of this Amendment.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall constitute an
original instrument, but all such counterparts shall together constitute one and
the same instrument. This Agreement shall become effective and be deemed to have
been executed and delivered by all of the Parties at such time as counterparts
shall have been executed and delivered by both parties, regardless of whether
each of the parties has executed the same counterpart. It shall not be necessary
when making proof of this Agreement to account for any counterparts other than a
sufficient number of counterparts which, when taken together, contain signatures
of both parties.
5. Miscellaneous. All other terms and conditions of the Agreement
shall remain unchanged and the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first written above.
XXXX XXXXX LIFE INSURANCE COMPANY
By /s/Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
SUNAMERICA LIFE INSURANCE COMPANY
By /s/Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
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SCHEDULE A-1
Schedule 2.23(c)
(Reserving Practices)
The parties to the Stock Purchase and Sale Agreement acknowledge and
agree that JANY's past and current use of curtate CARVM factors to determine
reserves does not breach or in any way violate the representations and
warranties made by Seller in Section 2.23. Notwithstanding the foregoing, Seller
represents and warrants to Purchaser (and Section 2.23 is amended to include
such representation and warranty) that if JANY had used continuous CARVM factors
to determine reserves at December 31, 1996, such reserves would not have been
more than $6.7 million more than JANY's actual reserves at December 31, 1996
(which were determined in accordance with curtate CARVM factors).
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