First Supplemental Agreement to Purchase Contracts between American Mutual Holding Company and Holders (September 20, 2000)

Summary

This agreement is between American Mutual Holding Company (AMHC) and the holders of certain unit certificates. It confirms that AMHC, as the successor to Amerus Life Holdings, Inc., will assume all obligations under existing purchase contracts that require holders to buy common stock on a specified date. The agreement becomes effective upon the completion of a merger in which AMHC becomes the surviving company. The agreement is governed by New York law and does not require the holders' consent to take effect.

EX-4.21 11 c58584ex4-21.txt FIRST SUPPLEMENT TO PURCHASE CONTRACT 1 EXHIBIT 4.21 FIRST SUPPLEMENT to PURCHASE CONTRACTS between AMERICAN MUTUAL HOLDING COMPANY and HOLDERS, as specified Dated September 20, 2000 2 FIRST SUPPLEMENTAL AGREEMENT This First Supplemental Agreement (this "First Supplemental Agreement"), dated as of September 20, 2000, is among AMERICAN MUTUAL HOLDING COMPANY, an Iowa mutual insurance holding company ("AMHC"), as successor to AMERUS LIFE HOLDINGS, INC., an Iowa insurance holding company (the "Company") and HOLDERS, as specified on the Unit Certificates (the "Holders"). WHEREAS, the Company and the Unit Agent entered into a Master Unit Agreement, dated as of July 27, 1998 (the "Master Unit Agreement"), in which the obligations of the Company under the Units are provided; WHEREAS, the Company has entered into a Purchase Contract with each Holder, as evidenced by each Unit Certificate (the "Purchase Contracts"), which obligates the Holder to purchase, and the Company to sell, Common Stock on the Stock Purchase Date; WHEREAS, AMHC has executed a Plan of Conversion, dated as of December 17, 1999, pursuant to which AMHC will convert from a mutual insurance holding company into a stock holding company; WHEREAS, the Company and AMHC have entered into an Agreement and Plan of Merger, dated December 17, 1999, pursuant to which the Company will merge with and into AMHC, with AMHC continuing as the surviving company (the "Merger") and AMHC will thereafter change its name to AmerUs Group Co.; and WHEREAS, AMHC wishes to assume the obligations of the Company under the Purchase Contracts, pursuant to the requirements of Article Nine of the Master Unit Agreement, as authorized by Article Eight of the Master Unit Agreement and without the consent of the Holders. NOW THEREFORE, in consideration of the foregoing, the parties agree as follows: Section 1. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Unit Agreement and the Purchase Contracts. Section 2. AMHC hereby agrees to assume the obligations of the Company, as its successor, under the Purchase Contracts and to be bound by the provisions of such \ agreements. Section 3. This First Supplemental Agreement shall become effective as of the Effective Time (as defined in the Agreement and Plan of Merger referred to above) of the Merger. 2 3 Section 4. This First Supplemental Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same agreement. Section 5. This Supplemental Agreement will be governed by and interpreted in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Supplemental Agreement as of the date set forth above. AMERICAN MUTUAL HOLDING COMPANY By: /s/ Roger K. Brooks -------------------------------------- Name: Roger K. Brooks Title: Chairman, President and Chief Executive Officer HOLDERS By: First Union National Bank, as Attorney-in-Fact of such Holders By: /s/ Shawn K. Bednasek ------------------------------------------- Name: Shawn K. Bednasek Title: Vice President 3