EXHIBIT 10.45
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
December 30, 2004
Global Preferred Holdings, Inc.
0000 Xxxx Xxxxx Xxxxx Xxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Attention: Xx XxXxxxxx
Re: Extension and Tolling Agreement between Western Reserve Life
Assurance Co. of Ohio ("WRL") and Global Preferred Holdings,
Inc. ("GPHI") dated December 15, 2003 (the "Tolling
Agreement") and Agreement and Plan of Reorganization by and
among AEGON, N.V., GPRe Acquisition Corp. and GPHI dated of
even date herewith (the "Reorganization Agreement")
Dear Sirs:
This letter will evidence the agreement of the undersigned that notice
of termination of the above-referenced Tolling Agreement may not be given before
the earlier of (a) the "Effective Time" (as defined in the Reorganization
Agreement) or (b) the date of termination of the Reorganization Agreement. Any
notice by either party purporting to terminate the Tolling Agreement which is
given before such date shall be void and of no effect. The parties acknowledge
that, by the terms of the Tolling Agreement, the "deadlines" (as such term is
defined therein) are extended and tolled until ninety (90) days following
receipt of such notice by the other party.
Sincerely,
WESTERN RESERVE LIFE ASSURANCE CO.
OF OHIO
By: /s/ Xxxxxx X. Xxxxxxxxx
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Print Name: Xxxxxx X. Xxxxxxxxx
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Title: Vice President
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Agreed and accepted:
GLOBAL PREFERRED HOLDINGS, INC.
By: /s/ Xxxxxx X. XxXxxxxx
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Print Name: Xxxxxx X. XxXxxxxx
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Title: CEO
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