ASSIGNMENT
EXHIBIT 10.3
THIS
ASSIGNMENT (this "Assignment") is made and entered into effective this 31st day
of December, 2009, by and between SECURITY NATIONAL LIFE INSURANCE
COMPANY OF LOUISIANA, a Louisiana domiciled insurance company ("Security
National Life of Louisiana"), and SECURITY NATIONAL LIFE INSURANCE COMPANY, a
Utah domiciled insurance company ("Security National Life")
(collectively, the "Parties").
WITNESSETH:
WHEREAS,
on September 18, 2009, Security National Life of Louisiana and Security National
Life entered into an Agreement and Plan of Complete Liquidation (the
"Agreement"), pursuant to which Security National Life of Louisiana is to be
liquidated into Security National Life in essentially the same manner as the
liquidation described in the Internal Revenue Service Private Letter Ruling
9847027 in order to achieve the same tax treatment and consequences under
Section 332 of the Internal Revenue Code of 1986, as amended, and other
applicable provisions described in said Letter Ruling; and
WHEREAS,
in order to complete the liquidation of Security National Life of Louisiana and
the transfer of its business to Security National Life under the terms of the
Agreement, Security National Life and Security National Life of Louisiana
entered into a Reinsurance Agreement (the "Reinsurance Agreement") dated
December 31, 2009, in which Security National Life became primarily liable for
the liabilities of Security National Life of Louisiana on insurance contracts
and annuities issued by Security National Life of Louisiana to its
policyholders, and Security National Life of Louisiana transferred assets to
Security National Life having a fair market value equal to or greater than the
assumed liabilities; and
WHEREAS,
Security National Life of Louisiana and Security National Life desire to enter
into an assignment in which Security National Life of Louisiana would assign and
transfer to Security National Life all of its assets and liabilities, except for
the assets and liabilities transferred pursuant to the Reinsurance
Agreement;
NOW,
THEREFORE, in consideration of the mutual promises, agreements and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:
1. Except
for the assets transferred by Security National Life of Louisiana to Security
National Life pursuant to the Reinsurance Agreement, Security National Life of
Louisiana hereby assigns, transfers and conveys to Security National Life, as of
the date of this Assignment, all of Security National Life of Louisiana's
rights, title and interest in and to all of its assets of every kind and nature
whatsoever, including without limitation, the following: (i) cash
reserved for the payment of certain liabilities and obligations of Security
National Life of Louisiana, including advanced premiums, suspense items on
insurance policies, and escheate obligations; (ii) furniture and equipment,
including computer hardware and software; (iii) prepaid deposits; (iv) accrued
investment income; (v) reinsurance and other receivables; (vi) agent balances;
(vii) business and other operational licenses; (viii) maintenance agreements;
(ix) rights to transact business in the name of Security National Life Insurance
Company of Louisiana; (x) accounting and other records; (xi) leases and contract
rights; (xii) insurance policies; and (xiii) any and all other real and personal
property.
2. Except
for the liabilities of Security National Life of Louisiana assumed by Security
National Life pursuant to the Reinsurance Agreement, Security National Life
hereby assumes any and all liabilities of Security National Life of Louisiana as
of the date of this Assignment;
3. Security
National Life of Louisiana also hereby assigns, transfers and conveys to
Security National Life all of its rights in and to the name of Security National
Life Insurance Company of Louisiana and permits Security National Life to
immediately assume and use the name of Security National Life Insurance Company
of Louisiana.
4. This
Assignment may be modified or amended only in writing duly executed by each of
the Parties.
5. This
Assignment shall be governed and construed and enforced in accordance with the
laws of the State of Utah (without regard to the principles of conflicts of law)
applicable to a contract executed and performable in such state.
6. This
Assignment is binding upon and will inure to the benefit of the Parties and
their respective successors and permitted assigns.
7. Neither
this Assignment nor any right or obligation herein or part hereof may be
assigned by any party hereto with the prior written consent of the other party
hereto and the Louisiana Department of Insurance (and any attempt to do so will
be void).
8. This
Assignment may be executed simultaneously in counterparts, each of which will be
deemed an original, but all of which, when taken together, will constitute one
and the same instrument.
IN
WITNESS WHEREOF, each of the Parties hereto, intending to be legally bound
hereby, has duly executed this Assignment as of the date first above
written.
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SECURITY
NATIONAL LIFE INSURANCE COMPANY
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OF
LOUISIANA
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By:
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/s/
Xxxxx X. Xxxxx
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Its:
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President
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SECURITY
NATIONAL LIFE INSURANCE COMPANY
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By:
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/s/
Xxxxx X. Xxxxx
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Its:
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President
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