Exhibit 10.4 (c)
AMENDMENT TO
COST SHARING AGREEMENT
This Amendment to Cost Sharing Agreement (the AAmendment@) is made
as of October 1, 1997, by and among Xxxxxxx Life, Inc., a Missouri
corporation (AAmerico@), Great Southern Life Insurance Company, Premium a
Texas corporation (AGreat Southern@), Premium Financing Specialists, Inc.,
a Missouri corporation (APFS@), Landmark Mortgage Company, a Missouri
corporation, United Fidelity Life Insurance Company, a Texas corporation,
The College Life Insurance Company of America, a Texas corporation, PFS
Holding Company, a Missouri corporation (APFS Holding@), and National
Farmers Union Life Insurance Company, a Texas corporation (collectively,
the foregoing are referred to herein as the Existing Parties@), Xxxxxxx
Services, Inc., a Missouri corporation (AASI@), and The Ohio State Life
Insurance Company, an Ohio corporation (AOSL@).
WHEREAS, the Existing Parties entered into that certain Cost
Sharing Agreement dated as of July 30, 1993, which agreement was amended as
of August 29, 1997 (as amended, the AAgreement@); and
WHEREAS, because Great Southern purchased all the outstanding
capital stock of OSL effective as of April 15, 1997, and ASI is a wholly
owned subsidiary of Xxxxxxx, the Existing Parties wish to amend the
Agreement so that OSL and ASI will each become a party to the Agreement,
and each of OSL and ASI desires to become a party to the Agreement;
WHEREAS, because PFS and PFS Holding are no longer subsidiaries of
Xxxxxxx, the Existing Parties wish to amend the Agreement to remove PFS and
PFS Holding from the Agreement in the manner provided herein;
NOW, THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, effective as of October 1, 1997:
(a) the Existing Parties agree that the Agreement is
hereby amended to apply to OSL and ASI, and that OSL and ASI shall
henceforth enjoy all rights of a ASubsidiary@ under the Agreement;
and
(b) by their respective execution and delivery of this
Amendment, each of OSL and ASI agree to be bound by the terms of
the Agreement as a ASubsidiary@; and
(c) the Agreement shall cease to apply to PFS and PFS
Holding, and PFS and PFS Holding shall thereafter have no rights
or obligations under the Agreement.
Except has herein amended, the Agreement shall remain in full
force and effect without change.
IN WITNESS WHEREOF, the Existing Parties and OSL and ASI have
executed this Amendment as of the date first above written.
XXXXXXX LIFE, INC. GREAT SOUTHERN LIFE INSURANCE
COMPANY
By By
Name Name
Title Title
XXXXXXX SERVICES, INC. LANDMARK MORTGAGE COMPANY
By By
Name Name
Title Title
UNITED FIDELITY LIFE THE COLLEGE LIFE INSURANCE
INSURANCE COMPANY COMPANY OF AMERICA
By By
Name Name
Title Title
NATIONAL FARMERS UNION THE OHIO STATE LIFE INSURANCE
LIFE INSURANCE COMPANY COMPANY
By By
Name Name
Title Title
PREMIUM FINANCING PFS HOLDING, INC.
SPECIALISTS, INC.
By By
Name Name
Title Title