EXHIBIT 10.25
FIRST AMENDMENT
TO
INVESTMENT MANAGEMENT AGREEMENTS
This FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS (this
"Amendment") is entered into by and among Xxxx Xxxxx Strategic Partners, L.P.
("GMSP"), GAINSCO, INC. ("Parent"), General Agents Insurance Company of America,
Inc. ("GAICA"), MGA Insurance Company, Inc. ("MGAIC"), GAINSCO County Mutual
Insurance Company ("GCM") and Midwest Casualty Insurance Company ("MCIC") (each
of the parties hereto, other than GMSP, is referred to herein severally as "GNA"
and collectively as the "Investing Companies").
WHEREAS, GMSP, on the one hand, and each of Parent, GAICA, MGAIC and
GCM, on the other hand, entered into respective Investment Management Agreements
dated October 4, 1999, and GMSP and MCIC entered into an Investment Management
Agreement dated January 6, 2000 (collectively, the "Investment Management
Agreements"); and
WHEREAS, GMSP and each of the Investing Companies desire to amend the
Investment Management Agreements as more particularly set forth below.
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, GNA and Buyer agree as follows:
1. GNA ENTITIES. The definition of "GNA Entities" contained in Section
1 of each of the Investment Management Agreements is hereby amended to read in
its entirety as follows:
""GNA Entities" means GAINSCO, INC., a Texas corporation; MGA Insurance
Company, Inc., a Texas corporation; GAINSCO County Mutual Insurance Company, a
Texas mutual insurance company; General Agents Insurance Company of America,
Inc., an Oklahoma corporation and Midwest Casualty Insurance Company, a North
Dakota insurance corporation."
2. COMPENSATION. Section 4(f) of each of the Investment Management
Agreements is hereby amended to reduce, effective as of October 1, 2002, the sum
of $75,000 as it appears in both places in Section 4(f) of each of the
Investment Management Agreements as follows: (i) with respect to each calendar
month from October 2002 through September 2003, the sum of $75,000 shall be
reduced to $63,195; (ii) with respect to each calendar month from October 2003
through September 2004, the sum of $75,000 shall be reduced to $53,750; and
(iii) with respect to each calendar month after September 2004, the sum of
$75,000 shall be reduced to $45,417.
3. DURATION AND TERMINATION. Sections 6(b) and (c) of each of the
Investment Management Agreements is hereby amended to read in their entireties
as follows:
"(b) by GMSP upon not less than 90 days written notice to GNA
at any time after September 30, 2005;
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(c) by GNA upon not less than 90 days written notice to GMSP
at any time after September 30, 2005;"
4. EFFECTIVENESS OF AMENDMENT. This Amendment shall not become
effective with respect to a given Investment Management Agreement unless and
until the GNA Applicable Insurance Department (as such term is used in the given
Investment Management Agreement) has approved this Amendment. Each of the
Investing Companies hereby covenants to use its reasonable efforts to submit
this Amendment to the appropriate GNA Applicable Insurance Department as soon as
reasonably practicable after this Amendment is fully executed.
5. RATIFICATION. Except as expressly amended hereby, each of the
Investment Management Agreements shall remain in full force and effect and is
hereby ratified, approved and confirmed.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
7. COUNTERPARTS. This Amendment may be executed by the parties hereto
in any number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same agreement. Each counterpart may
consist of a number of copies hereof each signed by less than all, but together
signed by all, the parties hereto.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives to be effective as of the
latest date on which this Amendment has been executed by all parties.
XXXX XXXXX STRATEGIC PARTNERS, L.P.
By: GMSP Operating Partners, L.P., its
general partner
By: GMSP, L.L.C., its general partner
Date: By: /s/ J. Xxxxxxx Xxxxxxx
--------------- -----------------------------------------
J. Xxxxxxx Xxxxxxx, Principal
GAINSCO, INC.
Date: August 9, 2002 By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
GENERAL AGENTS INSURANCE COMPANY OF AMERICA,
INC.
Date: August 9, 2002 By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
MGA INSURANCE COMPANY, INC.
Date: August 9, 2002 By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
GAINSCO COUNTY MUTUAL INSURANCE COMPANY
Date: August 9, 2002 By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
MIDWEST CASUALTY INSURANCE COMPANY
Date: August 9, 2002 By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
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