EXHIBIT 10.8(b)
Amendment to Split Dollar Life Insurance Agreement
This is an Amendment to a Split Dollar Life Insurance Agreement entered
into as of June 21, 1990 (the "1990 Agreement") by and between Harcourt
General, Inc. (the "Corporation") and Xxx X. Xxxxx, as Trustee of the Xxxxxxx
and Xxxxx Xxxxx 1990 Issue Trust under a Declaration of Trust dated as of
April 3, 1990 (the "Policy Owner").
BACKGROUND
The current Trustees of the Policy Owner are Xxx Xxxxx Berylson, Xxxxxx
X. Xxxxx, Xxxxx Xxxxx Xxxx and Xxxx X. Xxxx, Esq.
Article 2 of the 1990 Agreement provides, in part, that the Corporation
was obligated to make certain premium payments under the Policy through June
1998, which the Corporation has done.
It is projected that up to four additional premium payments will
be required for the Policy to become self-sustaining.
Accordingly, in consideration of the promises and mutual covenants
expressed herein and in the 1990 Agreement by both of the parties, each party
agrees as follows:
1. Article 2(B) is amended by deleting it in its entirety and
replacing it with the following:
"B. Notwithstanding the provisions of section A of this ARTICLE
2, the Corporation's obligation to make premium payments under the Policy
shall terminate upon the payment by the Corporation of the thirteenth annual
premium due under the Policy or at any such earlier time as the Policy Owner
and the Corporation shall agree upon."
2. Any capitalized terms which are not defined herein shall have the
same meaning as set forth in the 1990 Agreement.
3. Except as set forth in paragraph #1, above, the 1990 Agreement
shall remain in full force and effect.
4. This Amendment may be executed in multiple counterpart copies, and
shall take effect as an instrument executed under seal, to be governed by and
construed under the laws of the Commonwealth of Massachusetts without regard
to conflicts of laws principles.
HARCOURT GENERAL, INC.
(formerly known as
Witness: General Cinema Corporation)
BY
Xxxx X. Xxxxxx
Its Senior Vice President,
General Counsel and Secretary
Witness:
BY
Xxx Xxxxx Berylson*
Witness:
BY
Xxxxxx X. Xxxxx*
Witness:
BY
Xxxxx Xxxxx Xxxx*
Witness:
BY
Xxxx X. Xxxx*
* As Trustees of THE XXXXXXX AND XXXXX XXXXX 1990 ISSUE TRUST,
under Declaration of Trust dated as of April 3, 1990
