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EXHIBIT 5
AGREEMENT OF UNDERSTANDING
Dated July 3, 1998
Reference is hereby made to the Amended and Restated Stock Purchase
Agreement (the "Purchase Agreement") dated as of March 30, 1998, by and among
Strategic Acquisition Partners, LLC ("SAP"), Insurance Partners, L.P.,
Insurance Partners Offshore (Bermuda), L.P. (collectively, "Purchasers") and
Central Reserve Life Corporation (the "Company").
Whereas, in connection with the consummation of the transactions
contemplated by the Purchase Agreement, the Company and Purchasers have entered
into that certain Indemnification and Closing Agreement ("Indemnification
Agreement") dated as of July 1, 1998.
Whereas, the Company and the Purchasers wish to clarify their intent with
respect to the Indemnification Agreement.
Now, therefore, the parties hereto hereby acknowledge and agree as follows:
1. The Indemnification Agreement constitutes an amendment to the
Purchase Agreement.
2. The assignees of SAP referred to in the Indemnification Agreement are
not parties to the Purchase Agreement and are not intended to be parties to the
Indemnification Agreement.
3. The Indemnification Agreement shall be valid and binding among the
Company and the Purchasers.
4. The parties hereto shall take all such necessary and further action
as may be reasonably requested by any party hereto to implement the terms of
this Agreement of Understanding.
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INSURANCE PARTNERS, L.P.
By: Insurance GenPar L.P., its general partner
By: Insurance GenPar MGP, L.P.,
its General Partner
By: Insurance GenPar MGP, Inc.,
its General Partner
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: First Vice President
INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P.
By: Insurance GenPar (Bermuda) L.P., its
general partner
By: Insurance GenPar (Bermuda) MGP, L.P., its
general Partner
By: Insurance GenPar (Bermuda) MGP, Inc.,
its general Partner
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: First Vice President
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STRATEGIC ACQUISITION PARTNERS, LLC
By: /s/ XXX XXXXX
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Name: Xxx Xxxxx
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Title: PRESIDENT
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CENTRAL RESERVE LIFE CORPORATION
By: /s/ XXX XXXXX
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Name: Xxx Xxxxx
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Title: EXECUTIVE VICE PRESIDENT
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