1
EXHIBIT 10.22(b)
AGREEMENT REGARDING PURCHASE, SALE,
AND ASSIGNMENT OF MEMBERSHIP INTEREST
This Agreement Regarding Purchase, Sale, and Assignment of Membership
Interest ("AGREEMENT") is made as of December 30, 1996 by Great Southern Life
Insurance Company, a Texas corporation ("GSL"), Southwestern Financial Services
Corporation, a Delaware corporation ("BUYER"), and Southwestern Life Insurance
Company, a Texas corporation ("SWL"). In consideration of the acknowledgments
and agreements set out herein the parties agree as follows.
1. Acknowledgments. GSL is a Member of BGFRTS, L.C., a Texas limited
liability company ("BGFRTS") formed, organized, and existing pursuant to
Articles of Organization filed with the Secretary of State of Texas on May 1,
1992, as amended, and Regulations adopted by BGFRTS' Members on May 1, 1992, as
amended (the "REGULATIONS"). All terms used in this Agreement that are not
defined herein shall have the meanings given to them in the Regulations.
2. GSL is the sole owner of 500 Share Interests in BGFRTS (the
"TRANSFERRED INTERESTS"). GSL desires to sell to Buyer, and Buyer desires to
buy from GSL, all of GSL's right, title, and interest in the Transferred
Interests.
3. Sale of Transferred Interests.(a)GSL hereby sells, assigns, transfers,
conveys, and delivers to Buyer the Transferred Interests. This Agreement
itself constitutes a document of assignment. Accordingly, no further
documentation or action is needed or shall be required in order to make
effective GSL's sale, assignment, transfer, conveyance, and delivery to Buyer
of the Transferred Interests. However, GSL shall execute, acknowledge, and
deliver all further documents which Buyer may reasonably deem necessary or
appropriate to effect such sale, assignment, transfer, conveyance, and
delivery.
(b) SWL consents to the sale, assignment, transfer, conveyance, and
delivery effected pursuant to paragraph 2(a). Buyer shall and hereby does
assume GSL's position and agree to discharge GSL's responsibilities as a Member
of BGFRTS with respect to the Transferred Interests.
Consideration for Transferred Interests. Buyer contemporaneously herewith
has paid $480,000 in cash to GSL as consideration for the Transferred
Interests. GSL hereby acknowledges receipt of this payment.
Additional Provisions Regarding Transferred Interests. GSL represents
and warrants to Buyer that GSL has full legal right, power, and authority to
execute this Agreement and to sell, assign, transfer, convey, and deliver the
Transferred Interests to Buyer as described in paragraph 2(a) and that the
Transferred Interests are free and clear of any and all claims, liens, security
interests, and encumbrances whatsoever. GSL shall warrant and defend Buyer's
title to the Transferred Interests against the lawful claims and demands of all
persons whomsoever.
2
GSL expressly disclaims any warranties regarding the Transferred Interests
or BGFRTS, except as expressly set forth in paragraph 4(a) above.
Effect of Sale and Purchase. The parties intend that BGFRTS shall
continue and not be dissolved or terminated because of the sale and purchase of
the Transferred Interests that is effected by this Agreement (but the members
of BGFRTS may cause the dissolution or termination of BGFRTS at any time after
the sale and purchase of the Transferred Interests is effective). GSL shall
cooperate with Buyer in filing on a timely basis with any appropriate
governmental authorities any amendments to the BGFRTS' Articles of Organization
or other documents relating to the transfer of the Transferred Interests that
may be required by, or appropriate under, any applicable law.
GSL's distributive share of BGFRTS' income, gain, loss, deduction, and
other items for the fiscal year of BGFRTS ending December 31, 1996 shall be
determined on the basis of an interim closing of the books of BGFRTS as of the
close of business on the date hereof and shall not be based upon a proration of
such items for the entire fiscal year.
Miscellaneous. GSL shall pay its own legal fees and other expenses, and
the reasonable legal fees of the other parties hereto, incurred in connection
with the execution and delivery of this Agreement and the consummation of the
transactions described herein.
This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective successors and assigns.
This Agreement shall be governed by the laws of Missouri. In the event any one
or more of the provisions contained in this Agreement or any application
thereof shall be invalid, illegal, or unenforceable in any respect, the
validity, legality, and enforceability of the remaining provisions of this
Agreement or any other application thereof shall not in any way be affected or
impaired thereby. The application of any provisions of this Agreement may be
waived by the party or parties entitled to the benefit thereof; provided, no
delay or failure on the part of any party hereto in exercising any rights
hereunder, and no partial or single exercise thereof, shall constitute a waiver
of any other rights hereunder. This Agreement represents the entire agreement
of all of the persons bound hereby and supersedes all prior understandings or
agreements, oral or written, among all or any of such persons with respect to
the matters described herein.
The parties hereto have executed this Agreement effective as of the date
set forth above to evidence their intent that it be a binding contract.
3
GREAT SOUTHERN LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Chairman of the Board
SOUTHWESTERN FINANCIAL SERVICES
CORPORATION
By: /s/ Xxxxx X. Xxxxxxx, Xx.
Xxxxx X. Xxxxxxx, Xx.
President
SOUTHWESTERN LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx, Xx.
Xxxxx X. Xxxxxxx, Xx.
President
