Termination Agreement and Release Between Coast National Insurance Company ("Coast National") And Security National Insurance Company ("Security National") And Bristol West Insurance Company ("Bristol West") And Bristol West Casualty Insurance Company...
Exhibit
10.12
Between
Coast
National Insurance Company ("Coast National")
And
Security
National Insurance Company ("Security National")
And
Bristol
West Insurance Company ("Bristol West")
And
Bristol
West Casualty Insurance Company ("Bristol West Casualty")
And
Chubb Re
(Bermuda) Ltd. (formerly Chubb Atlantic Reinsurance Specialists Ltd.) on behalf
of Federal Insurance Company ("Subscribing Reinsurer")
WHEREAS,
Coast National, Security National, Bristol West and Bristol West Casualty
(together the "Company") and the Subscribing Reinsurer entered into an Interests
and Liabilities Agreement with an effective date of January 1, 2002 (the
"I&L") whereby the Subscribing Reinsurer took a 10% share in the interests
and liabilities of the "Reinsurer" as set forth in a Quota Share Reinsurance
Agreement issued to Company with an effective date of January 1, 2002 and any
amendments thereto (the "Contract");
WHEREAS,
the Company commuted the Contract on a cut-off basis effective January 1,
2005.
WHEREAS,
the Company and the Subscribing Reinsurer wish to fully and finally settle all
obligations and liabilities under the I&L Agreement and the Contract (the
I&L Agreement and the Contract attached hereto as Exhibit A);
NOW,
THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO
THAT:
|
1 |
The
Subscribing Reinsurer shall pay to Coast National, on behalf of the
Company, the sum of Nineteen Million Six Hundred Seventy Five Thousand
Five Hundred Seventy Eight Dollars ($19,675,578) such amount being equal
to the profit commission in accordance with Article IX of the Contract.
Such payment shall be made by the Subscribing Reinsurer to Coast National
no later than January 21, 2005, in accordance with the letter agreement
dated July 23, 2004 and attached hereto as Exhibit
B. |
|
2 |
The
Company shall accept the sum set forth in Paragraph 1 above as the total
amount due in full and final settlement of any and all amounts due from
the Subscribing Reinsurer to the Company under the I&L Agreement and
the Contract. |
|
3 |
Effective
upon the receipt of payment set forth in Paragraph 1 above, the Company
does hereby, on behalf of itself, its successor and assigns, parents,
affiliates, subsidiaries release and discharge the Subscribing Reinsurer,
its past, present and future directors, officers, employees, consultants,
attorneys, agents, administrators, successors, assigns, parents,
affiliates, subsidiaries and receivers from any and all past, present and
future claims, causes, causes of action, liabilities and obligations
arising under or related directly or indirectly to the I&L Agreement
and the Contract, whether known or unknown, reported or unreported, and
whether currently existing or arising in the future, including but not
limited to: any and all past, present and future payment obligations,
adjustments, setoffs, actions, omissions, causes of action, suits, debts,
sums of money, accounts demands, covenants, controversies, bonds, bills,
promises, damages, judgments, claims, costs, expenses, losses,
representations and warranties whatsoever related directly or indirectly
to the I&L Agreement and the Contract; it being the intention of the
parties that this Agreement shall operate as a full and final settlement
of the Subscribing Reinsurer's past, current and future liabilities to the
Company related to the I&L Agreement and the Contract. The Company
acknowledges the aforementioned payment as a complete accord,
satisfaction, settlement and commutation of all the Subscribing
Reinsurer's liabilities and obligations under the I&L Agreement and
the Contract and agrees to indemnify and hold the Subscribing Reinsurer
harmless from and against any and all liabilities, costs, damages and
expenses, including without limitation, attorney's fees, incurred in
connection with any and all claims or actions against the Company or the
Subscribing Reinsurer, or either of their successors or assigns, arising
out of or related to the I&L Agreement and the
Contract. |
|
4 |
Effective
on the same date on which the Company shall release and discharge the
Subscribing Reinsurer as provided in Paragraph 3 of this Agreement, the
Subscribing Reinsurer shall release and discharge the Company, its past,
present and future directors, officers, employees, consultants, attorneys,
agents, administrators, successors, assigns and receivers from any and all
past, present and future claims, causes, causes of action, liabilities and
obligations arising under or related directly or indirectly to the I&L
Agreement and the Contract, whether known or unknown, reported or
unreported, and whether currently existing or arising in the future,
including but not limited to: any and all past, present and future payment
obligations, adjustments, setoffs, actions, omissions, causes of action,
suits, debts, sums of money, accounts, demands, covenants, controversies,
bonds, bills, promises, damages, judgments, claims, costs, expenses,
losses representations and warranties whatsoever related directly or
indirectly to the I&L Agreement and the Contract; it being the
intention of the parties that this Agreement shall operate as a full and
final settlement of the Company's past, current and future liabilities to
the Subscribing Reinsurer under the I&L Agreement and the
Contract. |
|
5 |
The
rights, duties and obligations set forth herein shall inure to the benefit
of and be binding upon any and all predecessors, successors, affiliates,
officers, directors, employees, parents, subsidiaries, stockholders,
receivers and assigns of the parties
hereto. |
|
6 |
The
parties hereto expressly warrant and represent that the execution of this
Agreement is fully authorized by each of them; that the person or persons
executing this document have the necessary and appropriate authority to do
so; that there are no pending agreements, transactions, or negotiations to
which any of them are a party that would render this Agreement or any part
hereof, void, voidable, or unenforceable. Each of the Company and the
Subscribing Reinsurer agrees to execute and deliver all such documents and
agreements and to take such other action as may be reasonably necessary or
desirable to effectuate the purpose and intent of this
Agreement. |
|
7 |
This
Agreement contains the entire agreement between the parties as respects
its subject matter. This Agreement shall neither be modified nor amended,
nor any of its provisions waived, except by a written agreement signed by
the parties hereto. |
|
8 |
This
Agreement shall be interpreted and governed by the laws of New
York. |
|
9 |
Any
party to this Agreement signing on behalf of any affiliates or
subsidiaries represents and warrants that it has the authority to do so
and by such signing binds such other affiliates or subsidiaries to this
agreement. |
|
For
and on behalf of |
For
and on behalf of |
|
|
Chubb
Re (Bermuda) Ltd. |
Coast
National Insurance Company |
|
|
on
behalf of |
||
|
Federal
Insurance Company |
||
|
/s/
Xxxxxx Xxxxxx |
/s/
Xxxxxxx Xxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
Name:
Xxxxxxx Xxxx Xxxxxx |
|
|
Title:
Vice President |
Title:
President |
|
|
Date:
January 12, 2005 |
Date:
January 10, 2005 |
|
|
For
and on behalf of |
For
and on behalf of |
|
|
Security
National Insurance Company |
Bristol
West Insurance Company |
|
|
/s/
Simon Xxxx Xxxxxx |
/s/
Xxxxxxx Xxxx Xxxxxx |
|
|
Name:
Simon Xxxx Xxxxxx |
Name:
Xxxxxxx Xxxx Xxxxxx |
|
|
Title:
President |
Title:
Vice President |
|
|
Date:
January 10, 2005 |
Date:
January 10, 2005 |
|
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For
and on behalf of |
||
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Bristol
West Casualty Insurance Company |
||
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/s/
Xxxxxxx Xxxx Xxxxxx |
||
|
Name:
Xxxxxxx Xxxx Xxxxxx |
||
|
Title:
Vice President |
||
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Date:
January 10, 2005 |
Exhibit A
(incorporated by reference to Exhibit 10.2 of Registrant's Registration
Statement (File No. 333-111259) on Form S-1
|
Exhibit
B | |
|
July
23, 2004 |
Xxxxxx
Xxxxx
Bristol
West Insurance Group
0000 Xxx
Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxxx,
XX 00000
Dear
Alexis:
Reference
is made to the Quota Share Reinsurance Agreement effective as of January 1,
2002, by and among Coast National Insurance Company, Security National Insurance
Company, Bristol West Insurance Company, Bristol West Casualty Insurance Company
and Chubb Re (Bermuda) Ltd., as amended to the date hereof (the "Quota Share
Agreement"). Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Quota Share Agreement.
Notwithstanding
any provision in Article IX of the Quota Share Agreement to the contrary, Chubb
Re (Bermuda) Ltd. hereby agrees to pay to the Company the Profit Commission
described in such Article IX not later than January 21, 2005, provided that the
parties to the Quota Share Agreement have executed a commutation agreement in
form and substance acceptable to such parties, and all conditions to
effectiveness set forth therein have been satisfied, on or before January 7,
2005; provided, further, that any such commutation agreement shall be deemed
effective as of January 1, 2005.
The
execution, delivery and performance of this letter agreement shall not, except
as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of Chubb Re (Bermuda) Ltd.
under the Quota Share Agreement.
Chubb
Re (Bermuda) Ltd. (formerly Chubb Atlantic Reinsurance Specialists
Ltd.)
On
behalf of Federal Insurance Company
Xxxxxx
Xxxxxx
Vice-President
S/O/F
COAST
NATIONAL INSURANCE COMPANY
Xxxxxx X.
Xxxxx
Corporate
Counsel
August
13, 2004
S/O/F
SECURITY
NATIONAL INSURANCE COMPANY
Xxxxxx X.
Xxxxx
Corporate
Counsel
August
13, 2004
S/O/F
BRISTOL
WEST INSURANCE COMPANY
Xxxxxx X.
Xxxxx
Corporate
Counsel
August
13, 2004
S/O/F
BRISTOL
WEST CASUALTY INSURANCE COMPANY
Xxxxxx X.
Xxxxx
Corporate
Counsel
August
13, 2004
S/O/F
