Exhibit 10.4
TERMINATION OF CATASTROPHE EQUITY SECURITIES ISSUANCE OPTION AGREEMENT
This termination ("Termination") is entered into with respect to that
certain Catastrophe Equity Securities Issuance Option Agreement (the
"Agreement") entered into as of July 1, 1997 between LaSalle Re Holdings
Limited, a Bermuda company ("Company"), on the one hand, and European
Reinsurance Company of Zurich, a corporation organized under the laws of
Switzerland; Allianz Risk Transfer, a corporation organized under the laws of
Switzerland; Continental Casualty Company, a stock insurance company organized
under the laws of Illinois, U.S.; and CIC-Hilldale, Inc., a corporation
organized under the laws of Illinois, U.S. (each an "Option Writer" and
collectively, "Option Writers"), on the other hand. Terms used but not defined
in this Termination shall have the respective meanings ascribed to them in the
Agreement.
RECITALS
WHEREAS, Company and Option Writers have previously entered into, and now
wish to terminate, the Agreement in accordance with the terms and conditions set
forth below;
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, Company and Option Writers agree as follows:
AGREEMENT
1. Termination. In accordance with Section 7.1 of the Agreement, the
Company and Option Writers hereby terminate the Agreement as of 12:00
a.m. midnight Bermuda time on July 1, 1999.
2. Effect of Termination. By virtue of this Termination, each of Company
and the Option Writers are released from any and all liabilities,
duties and obligations under the Agreement as of the date and time
specified in Section 1 above.
3. Option Fee Refund. The Option Writers shall refund to the Company, no
later than December 15, 1999, any Option Fee payments previously
received with respect to time periods on or after July 1, 1999.
Notwithstanding the foregoing, to the extent that the Company has, as
of the date of this Termination, entered into any agreement similar to
the Agreement with any Option Writer with respect to periods on or
after July 1, 1999 the Company hereby consents to the application by
such Option Writer of any Option Fee previously paid under the
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Agreement for periods on or after July 1, 1999, to any option fees due
and payable under such similar agreement.
4. Counterparts. This Termination may be executed in separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.
5. Governing Law. This Termination shall be governed by and construed in
accordance with the laws of Bermuda (without regard to any choice of
law or conflict of law rules that would cause the application of any
laws or rules of any jurisdiction other than Bermuda.
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IN WITNESS WHEREOF, the parties to this Termination have caused it to be duly
executed as of the date first written above.
LaSalle Re Holdings Limited
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxx
--------------------------------- ---------------------------------
Title: Senior Vice President Title: Senior Vice President
and Chief Underwriting Officer Treasurer and Interim CFO
-------------------------------- ------------------------------
European Reinsurance Company of Zurich
By: /s/ Xxxxx Xxxxxxx By: /s/ X. Xxxxxxx
--------------------------------- ---------------------------------
Title: Member of Senior Management Title: Member of Senior Management
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Allianz Risk Transfer
By: /s/ X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------- ---------------------------------
Title: Executive Vice President Title: Executive Vice President
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Continental Casualty Company
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. By: /s/ X. X. Xxxxxxxx
--------------------------------- ---------------------------------
Title: Vice President Title: Assistant Vice President
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CIC-Hilldale, Inc.
By: /s/ Xxxxxxx X. Xxxxxx By:
--------------------------------- ---------------------------------
Title: President Title:
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