Exhibit 10.11
AMENDMENT TO MASTER AGREEMENT FOR PURCHASE OF INSURANCE POLICIES
THIS AMENDMENT TO AGREEMENT FOR PURCHASE OF INSURANCE POLICIES (the "Amendment")
is dated as of November 12, 1996, by and between Dignity Partners, Inc., a
Delaware corporation (the "Seller"), with an office at 917 Tahoe Boulevard,
Suite 204A, P.O. Box 8819, Incline Village, NV 89452, Mutual Benefits Corp., a
Florida corporation (the "Purchaser"), with an office at 2881 E. Oakland Park
Boulevard, Suite 200, Fort Lauderdale, FL 33306 and Brinkley, McNerney, Morgan,
Solomon & Tatum LLP ("Escrow Agent").
WHEREAS, Purchaser and Seller desire to extend the time period set forth in
Section 1(c) of the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereby agree as follows:
1. Section 1(b) of the Agreement is hereby amended in its entirety to
read as follows:
(b) On or before September 23, 1996, the Seller shall provide to the
Purchaser copies of all policies or handbooks, if available, medical
records and blank assignment and beneficiary forms to be used in naming
Purchaser or its designee as assignee or owner and beneficiary, or both if
applicable, and shall use reasonable efforts to cause Medical Escrow
Society to provide to Purchaser updated verifications of coverage. At or
before the Closing Date (as hereinafter defined) Seller shall provide
Purchaser all "Closing Documents." "Closing Documents" shall mean all
documents in Seller's possession relating to Seller's acquisition and
ownership of any Policy and include, but are not limited to, (i) originals
of all documentation and agreements executed or received in connection with
Seller's initial acquisition of each Policy, including original medical
records, medical releases, consent forms, insurance releases, the purchase
or letter agreement, letter of mental competency of the insured under and
of the original seller of such Policy, insurance questionnaire completed by
the applicable insurance company or group administrator or employer,
viator's statement, disclosure statement required under applicable law, and
correspondence since original acquisition, (ii) resolution of legal
authority of the corporate officer signing on behalf of Seller and (iii)
original of policy or copy of handbook, if available.
2. Section 1(c) of the Agreement is hereby amended in its entirety to
read as follows:
(c) On or before the date Seller prints the Proxy Statement (which is
anticipated to be November 15, 1996), the Purchaser shall complete the
assignment of ownership and change of beneficiary documents and return them
to the Seller to be signed, held and delivered by Seller pursuant to
paragraph 1(e) in respect of Policies with an aggregate face value of not
less than 50% of the face value of Policies set forth in Exhibit A. On or
before December 6, 1996, the Purchaser shall complete the assignment of
ownership and change of beneficiary documents and return them to the Seller
to be signed, held and delivered by Seller pursuant to
1
paragraph 1(e) in respect of the remaining Policies set forth in Exhibit A.
The Purchaser shall have the right at any time prior to the receipt of the
Corporate Approval Documents (as herein defined) to substitute with the
Seller revised change of beneficiary documents provided that the Escrow
Agent simultaneously verifies that it is holding an amount not less than
the agreed Purchase Price (as hereinafter defined) for all of the Policies.
3. The first sentence of Section 1(e) is hereby amended to read as
follows:
Within two business days of receipt of corporate approval pursuant to
paragraph 4(b) of this Agreement, the Seller shall deliver to the
applicable insurance company or other party properly executed assignments
of ownership and changes of beneficiaries necessary to cause such insurance
companies or other applicable parties to designate Purchaser or its
designee, except as set forth in Section 3 of this Agreement, (A) if an
individual policy, (i) the owner or absolute assignee and (ii) the sole
beneficiary under the Policy and (B) if a group policy, (i) the absolute
assignee or (ii) the irrevocable beneficiary under the Policy.
4. Section 1(h) of the Agreement is hereby added to read as follows:
(h) Notwithstanding any failure on the part of Purchaser to perform
pursuant to the second sentence of paragraph 1(c), the Escrow Agent shall
hold all moneys on deposit and disburse such moneys pursuant to this
Agreement.
5. The last sentence of Section 12 is hereby amended to read as
follows:
Seller understands that the Law Firm of Brinkley, McNerney,
Morgan, Solomon
& Tatum, LLP, Escrow Agent, is not rendering any legal advice to Seller and
has no responsibility with regard to the transaction contemplated in this
Agreement other than to comply with the terms of the provisions of
paragraphs 1(d), 1(f), 1(g), 1(h), 11 and 12 of this Agreement.
6. The preamble preceding the signature of the Escrow Agent is
hereby amended to read as follows:
This Agreement is executed by Brinkley, McNerney, Morgan,
Solomon & Tatum
LLP solely as Escrow Agent and Escrow Agent has no responsibility with
regard to the transaction contemplated in this Agreement other than to
comply with the terms of the provisions of paragraphs 1(d), 1(f), 1(g),
1(h), 11 and 12 of this Agreement.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first written above.
ATTEST PURCHASER
MUTUAL BENEFITS CORP.
By: /s/Les Steinger
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Typed or Printed Name Les Steinger, President
ATTEST SELLER
MUTUAL BENEFITS CORP.
By: By:/s/Alan B. Perper
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Typed or Printed Name Alan B. Perper, President
ATTEST ESCROW AGENT
BRINKLEY, MCNERNEY, MORGAN,
SOLOMON & TATUM LLP
By: By:/s/Michael J. McNerney
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Typed or Printed Name Michael J. McNerney