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ASSIGNMENT OF RECEIVABLE
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This agreement is made and enter into effective as of the 31st day of
March, 1997, by and between TCO Insurance Services, Inc., an Illinois
corporation ("TCO"), and Exstar Financial Corporation, a Delaware corporation
("Exstar").
WHEREAS, that certain Insurance Underwriting Management Agreement
("IUMA"), effective April 1, 1987 was executed between TCO and United National
Insurance Company, et al; ("United"); and,
WHEREAS, TCO, from time to time, receives interest on funds held by
United under the terms of said IUMA;
WHEREAS, the current receivable of TCO from United regarding said
interest funds is the amount of $474,900.; and,
WHEREAS, TCO is obligated to Exstar under a certain promissory note
pursuant to that certain Reformed First Amended and Restated Loan Agreement
("Loan Agreement") effective December 30, 1993; and,
WHEREAS, TCO desires to assign to Exstar a certain amount of its
receivable from United under said IUMA, as and for payment of principal
amounts due Exstar under said Loan Agreement, and Exstar wishes to receive an
assignment of said receivable from TCO;
NOW THEREFORE, in consideration of the foregoing premises and the mutual
covenants hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. TCO hereby assigns and transfers to Exstar $80,000 of its receivable
from United under the IUMA herein before described, as and for payment of
$80,000 of principal due to Exstar under the Loan Agreement, and Exstar
hereby agrees to and does accept the described assignment of receivable as
in for payment of $80,000 of principal under said Loan Agreement.
2. This Assignment shall be binding upon and inure to the benefit of the
parties hereto, and their respective administrators, and successors in
interest.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 31st day of March, 1997.
TCO Insurance Services, Inc. Exstar Financial Corporation,
an Illinois corporation a Delaware corporation
By: /s/ By: /s/
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Its: Secretary / General Counsel Its: CFO
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