FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT ("Amendment") is made
and entered into as of November 18, 2003, by and between UICI, a Delaware
corporation (the "Seller"), and SLM Corporation, a Delaware corporation (the
"Purchaser"). Academic Management Services Corp., a Delaware corporation, (the
"Company"), shall also be a party hereto for the limited purposes set forth in
Paragraph 3(b) below. The Seller, the Purchaser and the Company are referred to
herein collectively as the "Parties" and each individually as a "Party."
WHEREAS, Seller and Purchaser are parties to that certain Stock
Purchase Agreement dated as of October 29, 2003 (the "Agreement"); and
WHEREAS, Seller and Purchaser wish to amend the Stock Purchase
Agreement in certain respects; and
WHEREAS, Seller, Purchaser and Company desire to make arrangements
regarding the payment of certain employee bonuses as of the Closing;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, agree as follows:
1. Recitals. The foregoing recitals are incorporated by this
reference.
2. Defined Terms. Capitalized terms used without definition in
this Amendment have the meanings assigned to them in the Agreement.
3. Employee Bonuses.
(a) By way of background, pursuant to the terms of
separate agreements (the "Incentive Agreements") entered into by Seller
with selected employees of the Company, Seller has agreed to pay
incentive bonuses upon the occurrence of a "Change in Control" (as such
term is defined in the Incentive Agreements), such incentive bonuses to
be paid in such amounts and to such employees (the "Employees") as
designated in Exhibit A attached hereto. Upon the Closing, a "Change in
Control" shall have been deemed to have occurred, triggering Seller's
obligation to make the incentive payments contemplated by the Incentive
Agreements. To facilitate the payment of the incentive bonuses to be
made pursuant to the Incentive Agreements, on the Closing Date, Seller
will make a payment to the Company by wire transfer of immediately
available funds in the amount of Two Hundred and Twenty Five Thousand
Dollars ($225,000), representing
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the aggregate amount of incentive bonuses payable pursuant to the terms
of the Incentive Agreements.
(b) The Company hereby agrees (i) on the Closing Date to
pay to each of the Employees, by check, the amount of the applicable
incentive bonus set forth in Exhibit A less any applicable federal and
state income and other tax withholding and (ii) to forward to the
applicable state and federal tax authorities the amount of all state
and federal withholding taxes applicable to such payment.
4. Calculation of Closing Date Net Worth. Seller and Purchaser
hereby agree that the payments made to the Company by the Seller and by the
Company to the Employees pursuant to Paragraph 3 above shall not be included in
the computation of Closing Date Net Worth made pursuant to Section 2.3(d) of the
Agreement.
5. Correction to Stock Purchase Agreement. In Section 3.2(a) of
the Agreement, the reference to "20,543 shares of Common Stock" is hereby
amended to read "20,453 shares of Common Stock."
6. Amendment of Definition of Waiver and Release Agreements. The
defined term "Waiver and Release Agreements" is hereby amended and restated in
its entirety as follows:
"Waiver and Release Agreements" means:
(i) that certain Release Agreement, dated as of July 24,
2003, by and among MBIA Insurance Corporation, Fleet National Bank,
Bank of America, N.A., Bank One, National Association, the Seller and
the Company;
(ii) that certain letter agreement, dated July 24, 2003,
by and among the Seller, MBIA Insurance Corporation, Fleet National
Bank, Bank of America, N.A. and Bank One, National Association;
(iii) that certain EFG-II Waiver, dated as of July 24,
2003, by and among MBIA Insurance Corporation, Bank One, National
Association, EFG-II, LP and the Company;
(iv) that certain EFG-III Waiver, dated as of July 24,
2003, by and among MBIA Insurance Corporation, Fleet National Bank,
Bank of America, N.A., Bank One, National Association, EFG-III, LP, the
Seller and the Company;
(v) that certain EFG-IV Waiver, dated as of July 24,
2003, by and among MBIA Insurance Corporation, Bank One, National
Association, EFG-IV, LP and the
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Company, as amended by Amendment No. 1 thereto, dated October 17, 2003;
(vi) that certain AMS-1 Waiver, dated as of July 24, 2003,
by and among MBIA Insurance Corporation, Bank One, National
Association, AMS-1 2002 LP and the Company, as amended by Amendment No.
1 thereto, dated October 17, 2003;
(vii) that certain EFG-III Waiver and Agreement No. 2,
dated November 17, 2003, by and among MBIA Insurance Corporation, Fleet
National Bank, Bank of America, N.A., JPMorgan Chase Bank
(successor-in-interest to Bank One, National Association, as successor
to The First National Bank of Chicago, not in its individual capacity
but solely as Indenture Trustee and Eligible Lender Trustee), EFG-III,
LP, the Company, EFG Funding LLC and the Seller, and acknowledged and
agreed to by the Purchaser; and
(viii) that certain Loan Sale Consent Agreement, dated as of
September 26, 2003, by and among MBIA Insurance Corporation, Bank One,
National Association, the Company and the other parties thereto, as
amended by Amendment No. 1 thereto, dated as of November 17, 2003.
7. Effect of Amendment. Except as amended by this Amendment, all
provisions of the Agreement shall continue in full force and effect.
8. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement.
9. Governing Law. Section 9.13 of the Agreement is hereby
incorporated by reference and shall apply to this Amendment.
* * * * *
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IN WITNESS WHEREOF, the undersigned have executed this First Amendment to Stock
Purchase Agreement as a sealed instrument as of the day and year first above
written.
SELLER: UICI
By:______________________________________
Name: Glenn W. Reed
Title: Executive Vice President and General Counsel
PURCHASER: SLM CORPORATION
By:______________________________________
Name: Marianne M. Keler
Title: Executive Vice President and General Counsel
And for the limited purposes set forth herein:
COMPANY: ACADEMIC MANAGEMENT SERVICES CORP.
By:______________________________________
Name:
Title:
S-1