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Exhibit 99.1
TERMINATION AGREEMENT RE: NON-VOTING TRUST INDENTURE
This Termination Agreement, entered as of the 6th day of January 1997,
between NORTH EAST INSURANCE COMPANY, a Maine corporation, chartered as an
insurer under the laws of the State of Maine, (hereinafter called "NEIC"), and
XXXXXXX X. XXXXXXXX, of Delray Beach, Florida, (hereinafter "Xxxxxxxx"), as
follows:
WHEREAS, NEIC, Xxxxxxxx and Xxxxxxx X. Xxxxxx, Esq., as Trustee, entered
into a Non-Voting Trust Indenture (hereinafter the "Indenture") concerning
810,000 shares of capital stock of NEIC (the "Trust Shares") on February 3,
1987; and
WHEREAS, Xxxxxxxx has entered into a Purchase and Sale Agreement with
Ballantrae Partners, LLC (hereinafter "Ballantrae") for acquisition by
Ballantrae of the Trust Shares; and
WHEREAS, the Maine Bureau of Insurance has issued a Decision and Order
authorizing acquisition of the Trust Shares by Ballantrae subject to certain
terms and conditions referenced therein, including the termination of the
Indenture; and
WHEREAS, Xxxxxxxx and Ballantrae acknowledge that all conditions to closing
of said Agreement have been satisfied or waived; and
WHEREAS, NEIC and Xxxxxxxx have agreed to terminate the Indenture in
connection with the consummation of the transaction contemplated by the Purchase
and Sale Agreement and the Decision and Order; and
WHEREAS, the Trustee has consented to act under this Termination Agreement
for the purposes herein provided;
NOW THEREFORE, IT IS AGREED THAT, pursuant to Paragraph 12(c) of the
Indenture, NEIC and Xxxxxxxx agree this day to the termination of the Indenture,
subject to the following conditions:
1) Delivery and exchange of the Trust Certificates for the Trust Shares as
contemplated by Section 5 of the Indenture and transfer of the Trust Shares to
Ballantrae as contemplated by the Purchase and Sale Agreement; and
2) Payment of accrued but unpaid compensation to the Trustee through the
date the Trust Shares are transferred to Ballantrae in an amount not to exceed
$15,000, such payment to be made by NEIC and Xxxxxxxx in equal shares.
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IN WITNESS WHEREOF, the parties have executed this Termination Agreement as
of the date first written above.
North East Insurance Company
/s/ Xxxxxx X. Xxxxxx
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By Xxxxxx X. Xxxxxx
Its President, CEO
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
SEEN AND AGREED TO:
/s/Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Trustee
Ballantrae Partners, LLC
/s/ Xxxxx X. Xxxxx
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By Xxxxx X. Xxxxx
Its Managing Director
* * * * * * * * * * * * * *
Pursuant to Paragraph 12(c) of the Non-voting Trust Indenture, this
Termination Agreement has received prior approval by me on this 23rd day of
December, 1996.
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx,
Superintendent
