EXHIBIT 10.9
AMENDMENT TO THE ASSIGNMENT OF REINSURANCE RECOVERABLES
This Amendment (the "Amendment") to the Assignment of Reinsurance
Recoverables dated as of July 1, 2003 (the "Assignment Agreement") is entered
into as of September 2, 2003 (the "Amendment Effective Date") by and among Royal
Indemnity Company, a Delaware property and casualty insurance company ("RIC"),
Royal Surplus Lines Insurance Company, a Delaware property and casualty
insurance company ("RSLIC"), Landmark American Insurance Company, an Oklahoma
property and casualty insurance company ("Landmark"), RSUI Indemnity Company,
f/k/a Underwriters Reinsurance Company, a property and casualty insurance
company organized under the laws of New Hampshire ("RSUI Indemnity"), and
LaSalle Bank National Association, a national banking association (hereinafter
referred to as "Trustee"). Capitalized terms used herein but not otherwise
defined shall have the meanings set forth in the Assignment Agreement.
WITNESSETH
WHEREAS, RIC, RSLIC, Landmark, RSUI Indemnity and the Trustee desire
that, as of the Amendment Effective Date, Landmark shall no longer be a party to
the Assignment Agreement.
NOW THEREFORE, RIC, RSLIC, Landmark, RSUI Indemnity and the Trustee, in
consideration of the mutual covenants contained herein and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
upon the terms and conditions hereinafter set forth, agree as follows:
SECTION 1. AMENDMENT TO THE ASSIGNMENT AGREEMENT
Subject to the terms and conditions set forth herein, the parties
hereto agree as follows:
(i) As of the Amendment Effective Date, Landmark shall no longer
be a party to the Assignment Agreement.
(ii) The first recital of the Preamble to the Assignment Agreement
is hereby amended and restated to read in its entirety as follows:
"WHEREAS, each of the Ceding Companies has entered into quota
share reinsurance agreements with Reinsurer, dated as of July 1, 2003
(collectively, the "Quota Share Reinsurance Agreements"), pursuant to which RIC
and RSLIC respectively have agreed to cede, and Reinsurer has agreed to assume,
on a 100% quota share basis, the liabilities and obligations arising out of the
Reinsured Contracts (as such term is defined in the respective Quota Share
Reinsurance Agreements);".
SECTION 2. MISCELLANEOUS
(i) Full Force and Effect. Except as expressly set forth herein,
this Amendment does not constitute a waiver or modifications of any provision of
the
Assignment Agreement. Except as expressly amended hereby, the Assignment
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. As used in the Assignment Agreement, the
terms "Assignment Agreement," "herein," "hereof," "hereinafter," "hereto" and
words of similar import shall, unless the context otherwise requires, mean the
Assignment Agreement as amended by the Amendment.
(ii) Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall constitute an
original and all together shall constitute one agreement.
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IN WITNESS WHEREOF, this Assignment Agreement has been duly
executed and delivered by the duly authorized officers of ROYAL INDEMNITY
COMPANY, ROYAL SURPLUS LINES INSURANCE COMPANY, LANDMARK AMERICAN INSURANCE
COMPANY, RSUI INDEMNITY COMPANY, f/k/a UNDERWRITERS REINSURANCE COMPANY, and
LASALLE BANK NATIONAL ASSOCIATION as of the date first above written.
ROYAL INDEMNITY COMPANY
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
---------------------------
Name: Xxxxxxxx X. Xxxxxx, Xx.
Title: Vice President
ROYAL SURPLUS LINES INSURANCE COMPANY
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
---------------------------
Name: Xxxxxxxx X. Xxxxxx, Xx.
Title: Vice President
LANDMARK AMERICAN
INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
RSUI INDEMNITY COMPANY, F/K/A
UNDERWRITERS REINSURANCE
COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: GSVP
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