INDEX TO EXHIBITS
INDEX
TO EXHIBITS
Exhibit Number
and Description
Exhibit
99.1
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 (“Bristol West Casualty”)
and
National
Union Fire Insurance Company of Pittsburgh, PA (“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, 2005 (the
“I&L Agreement”) whereby the Subscribing Reinsurer took 100% 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,
2005 and any amendments thereto (the “Contract”);
WHEREAS,
the Company and the Subscribing Reinsurer have agreed to commute the Contract
on
a cut-off basis effective January 1, 2006.
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 Eleven Million Four Thousand and Three Hundred
Sixty
Dollars ($11,004,360), 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
31,
2006, in accordance with the letter agreement dated October 31,
2005 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 successors and assigns, 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.
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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 does hereby, on behalf of itself, its successors
and
assigns release and discharge the Company, 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 Company’s past, current and future
liabilities to the Subscribing Reinsurer under the I&L Agreement and
the Contract.
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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 other 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. |
In
the event that the Company shall become legally obligated under
any law or
legal process to repay the Subscribing Reinsurer or any successor
in
interest to the Subscribing Reinsurer all or any portion of the
payment
hereunder, then such debt shall be reinstated under the I&L Agreement
and 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.
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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 affiliates or subsidiaries
to this
Agreement.
|
For
and
on behalf
of
For
and
on behalf of
National
Union Fire
Insurance
Coast
National Insurance Company
Company
of Pittsburgh, PA
/s/
Xxxxxx X. Xxxxxx /s/
Xxxxxxx X. Xxxxxx
Name: Xxxxxx
X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title: Attorney-In-Fact
Title: President
Date: January
9, 2006
Date: January
9, 2006
For
and
on behalf of For
and
on behalf of
Security
National Insurance Company
Bristol
West Insurance Company
/s/
Xxxxxxx X. Xxxxxx
/s/
Xxxxxxx X. Xxxxxx
Name: Xxxxxxx
X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title: President
Title:
President
Date: January
9,
2006
Date: January
9, 2006
For
and
on behalf of
Bristol
West Casualty Insurance Company
/s/Xxxxxxx
X. Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: President
Date: January
9, 2006
APPENDIX
A
Quota
Share Reinsurance Agreement, effective January 1, 2005, among Coast
National Insurance Company, Security National Insurance Company, Bristol
West
Insurance Company, Bristol West Casualty Insurance Company and National Union
Fire Insurance Company of Pittsburgh, PA. (including Interests and Liabilities
Agreement)(incorporated by reference to Exhibit 10.17 of Registrant’s Form
10-Q for the fiscal quarter ended June 30, 2004)
APPENDIX
B
Agreement
to terminate and commute the Quota Share Reinsurance Contract by and among
National Union Fire Insurance Company of Pittsburgh, PA and Coast National
Insurance Company, Security National Insurance Company, Bristol West Insurance
Company and Bristol West Casualty Insurance Company, dated October 31, 2005
(incorporated by reference to Exhibit 10.1 of Registrant’s Form 10-Q for
the quarter ended September 30, 2005)