|
FIRST AMENDMENT TO ASSET
PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment")
dated
as of November 26, 2006, is by and among SECURITY LIFE OF DENVER
INSURANCE
COMPANY ("SLD"), SECURITY LIFE OF DENVER INTERNATIONAL LIMITED
("SLDI"),
SCOTTISH RE GROUP LIMITED ("SRGL"), SCOTTISH RE (U.S.), INC.
("SRUS") AND
SCOTTISH RE LIFE (BERMUDA) LIMITED ("SRLB"). Terms defined in the
Asset Purchase
Agreement (as defined below) are, unless otherwise defined herein
or the context
otherwise requires, used herein as defined therein.
RECITALS:
A. SLD, SLDI, SRGL, SRUS and SRLB are parties to that certain
Asset
Purchase Agreement, dated as of October 17, 2004 (the "Asset
Purchase
Agreement").
B. The parties hereto have agreed to amend the Asset Purchase
Agreement as
set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants
hereinafter contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS. The Asset Purchase Agreement shall be
amended as
follows:
1.1 Section 5.24(c) of the Asset Purchase Agreement is hereby
amended,
effective immediately, by deleting Section 5.24(c) in its entirety
and
substituting the following in its place:
(c) Reserved.
1.2 Section 5.24(d) of the Asset Purchase Agreement is hereby
amended,
effective immediately, by deleting Section 5.24(d) in its entirety
and
substituting the following in its place:
As long as the ING Facility covers any of the Retroceded
Business
after the Closing Date, Purchaser shall pay to Sellers, quarterly
in
arrears on the last Business Day of each calendar quarter, a
facility fee
(the "Facility Fee") based on the amount of the Excess Reserves
Amount that
was covered by the ING Facility as of the end of the preceding
calendar
quarter (the "Covered Amount") equal to 1.0% for fiscal year 2006,
0.85%
for fiscal years 2007 and 2008, 1.05% for fiscal year 2009 and
1.25% for
all fiscal years thereafter (calculated on a per annum
basis)
|
