Exhibit 10.23
AGREEMENT TO TERMINATE
AMENDED AND RESTATED SURPLUS MAINTENANCE AGREEMENT
BETWEEN
XL REINSURANCE AMERICA INC.
AND
XL CAPITAL ASSURANCE INC.
This Agreement (the "Termination Agreement"), effective ____________, 2006 (the
"Effective Date") is entered into by and between XL Reinsurance America Inc.
(formerly known as NAC Reinsurance Corporation)("XLRA"), a New York domiciled
insurance company, and XL Capital Assurance Inc. ("XLCA") a New York domiciled
stock insurance corporation.
WITNESSETH:
WHEREAS, XLRA and XLCA are parties to an Amended and Restated Surplus
Maintenance Agreement (the "SMA") originally incepting on February 20, 2001, and
renewed by the parties effective February 20, 2004, pursuant to which XLRA
agreed to enable XLCA to maintain a surplus as regards policyholders of at least
$75,000,000; and
WHEREAS, XLRA and XLCA have deemed it desirable to terminate the SMA
effective _________; and
WHEREAS, the SMA provides that it may be amended at any time by a
written amendment or agreement signed by both XLRA and XLCA, subject to
regulatory approval; and
WHEREAS, the New York Insurance Department has advised by letter dated
___________, 2006 that it has no objection to this Termination Agreement;
NOW THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. TERMINATION: the SMA shall terminate effective ____________, 2006.
2. SUCCESSORS: the covenants, representations, warranties and
agreements herein set forth shall be mutually binding upon and
inure to the mutual benefit of XLRA and its successors and XLCA
and its successors.
3. ENFORCEABILITY. This Termination Agreement shall have no force and
effect except upon the written approval of the Superintendent of
Insurance of the State of New York.
4. GOVERNING LAW. This Termination Agreement shall be governed by the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to
be duly entered into as of the date first above written.
XL REINSURANCE AMERICA INC.
By:___________________________
Name:
Title:
XL CAPITAL ASSURANCE INC.
By:___________________________
Name:
Title:
