EXHIBIT 10.48
EXTENSION AND TOLLING AGREEMENT
This Agreement is entered into this 15th day of December, 2003, between
Western Reserve Life Assurance Co. of Ohio ("WRL") and Global Preferred
Holdings, Inc. ("GPHI", formerly known as The WMA Corporation).
WHEREAS, WRL and GPHI, and its subsidiary Global Preferred Re Limited
("GPRe," formerly known as WMA Life insurance Company Limited), have previously
entered into several reinsurance agreements pursuant to the terms of which GPRe
has reinsured life insurance policies and annuity contracts issued by WRL; and
WHEREAS, on July 12, 2001, WRL and GPHI entered into a "FIRST RIGHT
AGREEMENT" ("FR Agreement"), whereby WRL granted to GPHI certain rights to
reinsure on a coinsurance and modified coinsurance basis certain percentages of
variable life insurance policies and variable annuity contracts of WRL written
by agents of World Marketing Alliance, Inc. or agents of World Financial Group
Insurance Agency; and
WHEREAS, the parties desire to extend certain deadlines relating to
reinsurance rights of GPHI and GPRe;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, WRL agrees that, should any deadline, expiration
date, time limit or term (a "deadline") otherwise applicable in the FR
Agreement, or otherwise, for GPRe to exercise any rights to reinsure WRL
variable life policies or variable annuity contracts occur or expire after the
date hereof, then each such deadline shall be deemed automatically extended and
tolled, without any further action of any party being required, to the date
ninety (90) days following receipt by either party of written notice from the
other party terminating this Agreement and specifying that all such extended and
tolled deadlines shall be ninety (90) days following the date of such receipt.
The rights and obligations of WRL, GPHI and GPRe under this Agreement
shall inure to the benefit of and be binding upon each of them and their
respective successors and assigns. This Agreement may not be assigned by either
party without the express, prior, written consent of the other party, which may
not be unreasonably withheld.
This Agreement shall be governed by and constituted in accordance with
the laws of the State of Ohio without giving effect to any choice of law or
conflicts of law provision.
Accepted By:
/s/ Xxxxxx X. XxXxxxxx /s/ Xxxxxx X. Xxxx
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Name Name
President & CEO President
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Global Preferred Holdings, Inc. Western Reserve Life
Assurance Co. of Ohio
April 29, 2004 April 27, 2004
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Date Date
