EXHIBIT 10.5
AMENDMENT NO. 3
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT is made and entered into as of February __, 1998 between
LIFE USA HOLDING, INC., a Minnesota corporation (the "Company"), and ALLIANZ
LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation ("Allianz").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into the Stock Purchase
Agreement dated January 13, 1998, as amended by Amendment No. 1 dated as of
January 30, 1998 and Amendment No. 2 dated as of July 15, 1998, (the "Agreement"
and all terms defined in the Agreement are used herein as defined in the
Agreement); and
WHEREAS, the parties wish to amend Section 11.2(a)(iii) of the
Agreement,
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amendment to Section 11.2(a)(iii) of the Agreement. Section
11.2(a)(iii) of the Agreement is amended in its entirety to read as follows:
"(iii) open market purchases of up to 1,604,104 shares of Common Stock
within two (2) years after the date of the Initial Closing,"
2. Full Force and Effect. Except as expressly set forth herein, the
Agreement as amended hereby shall continue in full force and effect in
accordance with its terms.
3. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Minnesota, without regard to the
principles thereof regarding conflict of laws.
IN WITNESS WHEREOF, the parties have executed this Agreement, each as
of the date first above written.
LIFE USA HOLDING, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Executive Vice President and Chief
Financial Officer
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Vice President