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
10.9
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 Interest
and Liabilities Agreement with an effective date of January 1, 2002 (the
"I&L") whereby the Subscribing Reinsurer took a 50% 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, 2002 and any
amendments thereto (the "Contract");
WHEREAS,
the Company commuted the Contract on a cut-off basis effective January 1,
2005.
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. |
TheSubscribing
Reinsurer shall pay to Coast National, on behalf of the Company, the sum
of Ninety Eight Million, Three Hundred Seventy Seven Thousand, Eight
Hundred Ninety Two Dollars ($98,377,892), 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 21, 2005, in accordance with the letter agreement dated
July 23, 2004 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. |
| 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, affiliated, subsidiaries and
receivers from any and all past, present and future claims, causes, causes
of action, liabilities and obligations arising under or related directly
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. |
| 5. |
The
rights, duties and obligations set forth herein shall inure to the benefit
of and be binding upon any and all predecessors, 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. Each of the Company and the
Subscribing Reinsurance 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. |
| 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 Xxxx Xxxxxx |
|
Name:Xxxxxx
X. Xxxxxx |
Name:
Xxxxxxx Xxxx Xxxxxx |
|
Title:
Attorney-in-Fact |
Title:
President |
|
Date:
January 12, 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
Exhibit
B
|
AIG
Reinsurance Advisors, Inc | |
|
00
Xxxx Xxxxxx | |
|
Xxx
Xxxx, XX 00000 | |
|
Telephone:
(000) 000-0000 | |
|
Facsimile:
212) 785-0599 | |
|
July
23, 0000 |
Xxxxxx
Xxxxx
Xxxxxxx
Xxxx Insurance Group
0000 Xxx
Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxxx,
XX 00000
Dear
Alexis:
Reference
is made to the Quota Reinsurance Agreement effective as of January 1, 2002, by
and 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., as amended to the date
hereof (the "Quota Share Agreement"). Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Quota Share
Agreement.
Notwithstanding
any provision in Article IX of the Quota Share Agreement to the contrary,
National Union Fire Insurance Company of Pittsburgh, Pa. hereby agrees to pay to
the Company the Profit Commission described in such Article IX not later than
January 21, 2005, provided that the parties to the Quota Share Agreement have
executed a commutation agreement in form and substance acceptable to such
parties, and all conditions to effectiveness set forth therein have been
satisfied, on or before January 7, 2005; provided, further, that any such
commutation agreement shall be deemed effective as of January 1,
2005.
The
execution, delivery and performance of this letter agreement shall not, except
as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of National Union Fire
Insurance Company of Pittsburgh, Pa. under the Quota Share
Agreement.
NATIONAL
UNION FIRE INSURANCE
COMPANY
OF PITTSBURGH, PA.
Xxxxxx X.
Xxxxxx
Attorney-In-Fact
S/O/F
COAST
NATIONAL INSURANCE COMPANY
Xxxxxx X.
Xxxxx
Corporate
Counsel
S/O/F
SECURITY
NATIONAL INSURANCE COMPANY
Xxxxxx X.
Xxxxx
Corporate
Counsel
S/O/F
BRISTOL
WEST INSURANCE COMPANY
Xxxxxx X.
Xxxxx
Corporate
Counsel
S/O/F
BRISTOL
WEST CASUALTY INSURANCE COMPANY
Xxxxxx X.
Xxxxx
Corporate
Counsel
S/O/F
