EXHIBIT 10.8
AMENDMENT TO THE ASSIGNMENT OF NET PREMIUM RECEIVABLES
This Amendment (the "Amendment") to the Assignment of Net Premium
Receivables 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"), 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 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 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.
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.
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officers of ROYAL INDEMNITY COMPANY, ROYAL
SURPLUS LINES INSURANCE COMPANY, LANDMARK AMERICAN INSURANCE COMPANY, and
LASALLE BANK NATIONAL ASSOCIATION as of the date first above written.
ROYAL INDEMNITY COMPANY
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxxxx X. Xxxxxx, Xx.
Title: Vice President
ROYAL SURPLUS LINES INSURANCE COMPANY
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxxxx X. Xxxxxx, Xx.
Title: Vice President
LANDMARK AMERICAN
INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: GSVP
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