EXHIBIT 10 (br)
December 30, 2002
Dorinco Reinsurance Company
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxxxx
RE: Loan Agreement dated March 10, 1997, and amended by Amendment No. 1
executed August 14, 1998, Amendment No. 2 effective March 5, 1999 and
Amendment No. 3 effective November 19, 1999 and Amendment No. 4
effective November 8, 2001 (as amended, the "Loan Agreement") between
Hallmark Financial Services, Inc. ("Borrower") and Dorinco Reinsurance
Company ("Lender")
Dear Xx. Xxxxxxxxxxx:
The purpose of this letter is to obtain written acknowledgement of Lender's
waiver of Section 6.1. of the Loan Agreement and its consent to changes in
Borrower's executive officers. Borrower's Board of Directors proposes to
elect Xxxx X. Xxxxxxx as Chief Executive Officer and Xxxxxxx X. Xxxxxx as
President and Chief Operating Officer of Borrower. As a result of these
changes, neither Xxxxx X. Xxxxxxxx nor Xxxxx X. Xxxxxxx would be primarily
responsible for the management of Borrower.
Please acknowledge Lender's waiver of Section 6.1. and its consent to the
election of these new officers by executing and returning to the undersigned
the enclosed duplicate original of this letter. Thank you for your courtesy
and cooperation in this matter.
Very truly yours,
HALLMARK FINANCIAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx,
Chairman of the Board of Directors
CONSENTED TO AND AGREED AS OF DECEMBER 30, 2002:
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx
Vice President
