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
10.10
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
ALEA
London Ltd. ("Reinsurer")
WHEREAS,
Coast National, Security National, Bristol West and Bristol West Casualty
(together the "Company") and the Reinsurer entered into a Quota Share
Reinsurance Agreement with an effective date of January 1, 2002 and any
amendments thereto (the "Contract") whereby the Reinsurer took a 40%
participation of the Company's Policies as defined under the
Contract;
WHEREAS,
the Company commuted the Contract on a cut-off basis effective January 1,
2005.
WHEREAS,
the Company and the Reinsurer wish to fully and finally settle all obligations
and liabilities under the Contract (attached hereto as Exhibit A);
NOW,
THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO
THAT:
|
1 |
The
Reinsurer shall pay to Coast National, on behalf of the Company, the sum
of Seventy Eight Million, Seven Hundred Two Thousand, Three Hundred
Fourteen Dollars, ($78,702,314), such amount being equal to the profit
commission in accordance with Article 14 and Article 15 of the Contract.
Such payment shall be made by the Reinsurer to Coast National no later
than February 15, 2005. Notwithstanding any provision of Section 3 and
Section 11 of the Trust Agreement dated as of January 1, 2002 to the
contrary, (such Trust Agreement attached hereto as Exhibit B, the Company
and the Reinsurer agree to cause the Trust Agreement to terminate on such
date as shall be mutually agreeable (but no later than February 15, 2005),
following the execution of this Agreement by both parties. The Company and
the Reinsurer agree to cause the Trustee to simultaneously release to the
Company an amount equal to the Profit Commission and to the Reinsurer any
amount in excess of the Profit Commission from the related Trust Account.
Interest income funds held in the Trust Account will accrue to the
Reinsurer during any period that the funds are held in the Trust Account
after the effective date of this Agreement. |
|
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 Reinsurer to the Company under the
Contract. |
|
3 |
Upon
receipt of payment set forth in Paragraph 1 above, the Company shall
release and discharge the Reinsurer, 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
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 Contract; it being the intention of the parties that this Agreement
shall operate as a full and final settlement of the Reinsurer's past,
current and future liabilities to the Company related to the Contract. The
Company acknowledges the aforementioned payment as a complete accord,
satisfaction, settlement and commutation of all the Reinsurer's
liabilities and obligations under the Contract and agrees to indemnify and
hold the 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 Reinsurer, or either of their successors or assigns,
arising out of or related to the
Contract. |
|
4 |
Effective
on the same date on which the Company shall release and discharge the
Reinsurer as provided in Paragraph 3 of this Agreement, the 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
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, adjustment,
setoffs, actions, omissions, causes of action, suits, debts, sums of
money, accounts, demands, covenants, controversies, bonds, bills, promise,
damages, judgments, claims, costs, expenses, losses representations and
warranties whatsoever; 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 Reinsurer under 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, affiliated,
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. |
|
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 |
In
the event that the Company shall become legally obligated under any law or
legal process to repay the Reinsurer or any successor in interest to the
Reinsurer all or any portion of the payment hereunder, then such debt
shall be reinstated under the Contract, and this Agreement shall be null
and void from the inception, and the parties shall be free to pursue any
and all remedies available to them. |
|
10 |
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 affiliated or subsidiaries to this
Agreement. |
|
For
and on behalf of |
For
and on behalf of | |
|
ALEA
London, Ltd. |
Coast
National Insurance Company | |
|
/s/
S.P. Cane |
/s/
Xxxxxxx Xxxx Xxxxxx | |
|
Name:
S.P. Cane |
Name:
Xxxxxxx Xxxx Xxxxxx | |
|
Title:
CEO |
Title:
President | |
|
Date:
January 1, 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 |
For and
on behalf of
Bristol
West Casualty Insurance Company
/s/
Xxxxxxx Xxxx Xxxxxx
Name:
Xxxxxxx Xxxx Xxxxxx
Title:
Vice President
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
