EXHIBIT 10.10
LOSS PORTFOLIO TRANSFER AGREEMENT
This Loss Portfolio Transfer Agreement (the "Agreement") is made as of 12/31/99
between Greyhound Lines, Inc. ("Greyhound") and Xxxxxxx Transportation, Inc.
("Parent").
WHEREAS, Greyhound desires to end uncertainty about its ultimate liability for
all pre 3/16/99 insurance deductible liabilities associated with all insurance
policies ("Policies") and insurance programs ("Program Agreements") of
Greyhound, including, without limitation, Automobile, Comprehensive Liability,
General and Property Liability and Workers' Compensation coverages ("Insurance
Liabilities"); and
WHEREAS, Greyhound desires to eliminate the future administration associated
with the Policies and the Program Agreements for all such Insurance Liabilities
pre 3/16/99 liabilities; and
ACCORDINGLY, for the purposes and consideration stated in this Agreement,
Greyhound and Parent have agreed and do hereby as follows:
1. Greyhound agrees to pay Parent the sum of $23,994,229, which sum includes a
Paid Loss Deposit Fund totaling $1,861,266 previously deposited with
insurance companies, as the agreed upon final amount payable for all
Insurance Liabilities under the Policies and the Program Agreements, and as
consideration for Parent's assumption of additional liability under the
pre-acquisition insurance liabilities. This consideration is equal to the
book value of the reserves and deposits.
2. In respect of the operations of Greyhound from 3/15/87 to 3/16/99,
Greyhound entered into a number of insurance contracts, whereby they had
retained responsibility for deductibles or self insured retentions and, as
such, retained the liabilities for these "pre-aquisition" liabilities.
These liabilities include paid loss retro plans, incurred loss retro plans,
deductibles, retentions and possible future or additional assessments. This
Agreement hereby transfers the entire liability for these insurance
Liabilities amounts to Parent. It is recognized that all the original
agreements and policies are between Greyhound and the various insurers and
these remain in effect. As such, Greyhound is primarily responsible for
these liabilities and Parent hereby agrees to pay such liabilities on
Greyhound's behalf, or reimburse Greyhound as is necessary.
3. Parent agrees to pay all amounts due for claims covered by the Policies, in
accordance with their terms and conditions. Greyhound agrees, at Parent's
request, to provide any necessary authorization for Parent to purchase
insurance or reinsurance coverage for the additional risk they assume under
this Agreement, if they so desire.
4. Greyhound agrees that Parent will assume sole control of management and
administration of all claims subject to this Agreement in accordance with
the terms and conditions of the Policies. Greyhound further agrees to honor
and abide by all the terms and conditions of the Policies and help and
assist Parent in the settlement of the claims, as is necessary.
5. Parent further agrees to release and forever discharge Greyhound, its
directors, officers, employees, agents, attorneys, representatives,
successors and assigns, from any and all claims, demands, actions, or
causes of action, known or unknown, which Parent has, might have had, or
might have in the future, arising out of or connected with, in whole or in
part, any event act, omission, or transaction, relating in any way to the
Policies or the Program Agreements, or the payment of premiums or other
amounts otherwise payable by Greyhound under the terms of the Policies or
the Program Agreements, for the pre-acquisition insurance liabilities
associated with the period prior to 3/16/99.
6. This Agreement constitutes the full and entire agreement between Greyhound
and Parent. Both parties hereby expressly represent and warrant that no
other statements or representations, oral or written, have induced them in
any way to execute this Agreement, but that the entire consideration for
same and all representations or statements bearing on or relating to this
Agreement are expressly set forth herein.
7. Greyhound and Parent both understand and represent that they have not
assigned any of their rights under the Policies or the Program Agreements,
and the signatories to this Agreement represent that they are fully
authorized to execute the agreements and releases set forth herein on
behalf of Greyhound and Parent, respectively.
8. This Agreement shall be governed by and construed in accordance with the
laws of Delaware. Greyhound and Parent agree that this Agreement can be
filed in any court adjudicating issues or claims relating to the Policies
and/or the Program Agreements.
GREYHOUND LINES, INC. XXXXXXX TRANSPORTATION, INC.
By: /s/ XXXXX X. XXXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: President and CEO Title: Senior Vice President & CFO
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