SCHEDULE OF POLICIES AND PAYMENTS Paid-Loss Payments Plan Effective from June 30, 2001 to June 30, 2002 Annexed to the PAYMENT AGREEMENT Effective on June 30, 2001 by and between us, National Union Fire Insurance Company of Pittsburgh, Pa. on behalf...
EXHIBIT 4.5
[Conformed Copy]
SCHEDULE OF POLICIES AND PAYMENTS
Paid-Loss Payments Plan
Effective from June 30, 2001 to June 30, 2002
Annexed to the PAYMENT AGREEMENT
Effective on June 30, 2001
by and between us,
National Union Fire Insurance Company of Pittsburgh, Pa.
on behalf of itself and all its affiliates including but not limited to
American Home Assurance Company
The Insurance Company of the State of Pennsylvania
National Union Fire Insurance Company of Pittsburgh, Pa.
Commerce and Industry Insurance Company
Birmingham Fire Insurance Company
Illinois National Insurance Company
American International South Insurance Company
AIU Insurance Company
and you, our Client
ONESOURCE HOLDINGS, INC.
on behalf of yourself and all your subsidiaries or affiliates except those listed below:
(None)
For our use only: Contract Number 168509
| Your Address: |
OneSource Holdings, Inc. |
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| Street |
0000 Xxxxxxxx Xxxxxx, Xxxxx 000 |
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| City Atlanta |
State: GA Zip: 30339 |
Telephone (000) 000-0000 | ||
| Your Representative |
Xxxxxxx Xxxxxxx |
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| Firm |
Xxxxx USA, Inc. |
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| Street |
0000 Xxxxxxxx Xxxx, Xxxxx 0000 |
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| City Atlanta |
State: GA Zip 30305 |
Telephone (000) 000-0000 | ||
| Our Account Executive |
Xxxx Xxxxxxxx |
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| American International Group |
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| Street |
0000 Xxxxxxxxx Xxxx XX, Building 600, 8th Floor |
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| City Atlanta |
State: GA Zip: 30328 |
Telephone (000) 000-0000 | ||
| Our Law Representative |
Xxxxxxxx Xxxx |
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| American International Group |
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| Street |
000 Xxxxx Xxxxxx, 18th Floor |
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| City: New York |
State: NY Zip: 10038 |
Telephone (000) 000-0000 | ||
| Remit Payments to: |
American International Group |
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| Street |
PO Box 10472 |
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| City: Newark |
State: NJ Zip: 07193-0472 |
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| Remit Collateral to: |
Art Xxxxxxxxx |
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| American International Group |
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| Street |
PO Box 000, Xxxx Xxxxxx Station |
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| City New York |
State: NY Zip 10268 |
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| A. | POLICIES and OTHER AGREEMENTS |
| Workers’ Compensation and Employers Liability Insurance | ||||||
| RMWC 000-00-00 |
RMWC 527-70–47 | RMWC 527-70–49 | ||||
| RMWC 000-00-00 |
RMWC 527-70–48 | |||||
| Commercial General Liability Insurance | ||||||
| RMGL 000-00-00 |
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| Automobile Liability Insurance | ||||||
| RMCA 000-00-00 |
RMCA 534-86–36 | RMCA 534-86–37 | RMCA 534-86–38 | |||
| Other Insurance |
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| CGL 05-061926 |
Auto 148-080178 | |||||
| Puerto Rico |
Puerto Rico | |||||
| Other Agreements (describe) | ||||||
| $500,000 Loss Limit applies to Puerto Rico coverages | ||||||
| B. | PAYMENT PLAN: |
| 1. | CASH DEPOSIT, INSTALLMENTS AND ESTIMATED DEFERRED AMOUNTS |
| Payment No. |
Due Date |
Provision for Expenses and Excess Losses1 |
Special Taxes and Surcharges |
Annual Credit Fee |
Provision for Limited Losses2 |
Your Estimated Payment Obligation | |||||||||||
| Deposit |
06/30/2001 |
$ | 4,470,936 | $ | 507,278 | $ | 25,000 | $ | 0.00 | $ | 5,003,214 | ||||||
| Subtotals |
$ | ,, | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 5,003.214 | |||||||
| DLP* |
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 29,656,579 | $ | 29,656,579 | |||||||
| DEP* |
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||
| Totals |
$ | 4,470,936 | $ | 507,278 | $ | 25,000 | $ | 29,656,579 | $ | 34,659.793 | |||||||
DLP means “Deferred Loss Provision”. This is the estimated amount you must pay us as “Regular Loss Payments” and “Sizeable Loss Payments” described below.
DEP means “Deferred Expense Provision”. This is an estimated amount that you must pay us as follows:
Notes:
| 1. | “Provision for Expenses and Excess Losses” is part of the Premium |
| 2. | “Provision for Limited Losses” includes provision for Loss within your Retention (both Deductible and Loss Limit) and your share of ALAE. Any “Deposit” in this column is the Claims Payment Deposit. Refer to definitions in the Payment Agreement. |
| 2. | Adjustments |
The sums shown above are only estimated amounts. If Your Payment Obligation changes under the terms of the Policies, we will promptly notify you as such changes become known to us. All additional or return amounts relating thereto shall be payable in accordance with the terms of the Payment Agreement.
| 3. | Additional Payments |
On a Monthly basis, we will report to you the amounts of Loss and ALAE that we have paid under the Policies. You must subsequently pay us as described below.
Regular Loss Payments: Regular Loss Payments apply in addition to the amounts shown with Due Dates in Section B above.
We will bill you or withdraw funds from the Automatic Withdrawal Account (whichever Billing Method applies as shown below) at the periodic intervals stated above for the amounts of Loss within your Retention and your share of ALAE that we have paid under the Policies, less all amounts you will have paid us to date as such Regular Loss Payments and the Sizeable Loss Payments described below.
Sizeable Loss Payments: If we must may payment for any Loss within your Retention and your share of ALAE arising out of a single accident, occurrence, offense, claim or suit that in combination exceeds the Sizeable Loss Payment Amount of $250,000, you must pay us the amount of that payment of Loss within 10 days after you receive our bill.
Billing Method:
| • | Billing to |
| • | You at your address shown in the Schedule, or |
| • | Your Representative at its address shown in the Schedule; or |
| • | Automatic Withdrawal from the account described below. |
If Automatic Withdrawal Account applies: Minimum Amount: $0
Name of Depository Institution:
Address:
Account Number:
| 4. | Conversion |
The Conversion Date for each policy described in Section A above shall be the date 66 months after the inception of such policy.
On or shortly after the Conversion Date upon the presentation of our invoice, you must pay in cash the entire unpaid amount of Your Payment Obligation for such policies.
| C. | SECURITY PLAN |
| 1. | Collateral |
| Collateral on Hand (by Type) |
Amount of Collateral | ||
| Letter of Credit |
$ | 33,286,000 | |
| Surety Bond |
$ | 36,500,000 | |
| Escrow Fund |
$ | 50,000 | |
| Total Collateral on Hand |
$ | 69,836,000 | |
| Additional Collateral Required (by Type) |
Amount of Collateral |
Due Date | |||
| Step-up LOC 1st Installment |
$ | 4,200,000 | 06/30/2001 | ||
| Step-up LOC 2nd Installment |
$ | 4,200,000 | 09/30/2001 | ||
| Step-up LOC 3rd Installment |
$ | 4,200,000 | 12/30/2001 | ||
| Step-up LOC 4th Installment |
$ | 4,200,000 | 03/30/2002 | ||
| Total Additional Collateral Required |
$ | 16,800,000 | |||
| Total Collateral Required |
$ | 86,636,000 | |||
| 2. | Financial Covenants, Tests, or Minimum Credit Ratings |
We may require additional collateral from you in the event of the following:
| a. | Credit Trigger: |
| i. | If the credit rating of the entity named below and for the type of debt described below, promulgated by Standard & Poor’s Corporation (“S&P”) or by Xxxxx’x Investors Services, Inc. (“Moody’s”), drops below the grade shown respectively under S&P or Moody’s, or |
| ii. | If S&P or Moody’s withdraws any such rating. |
We may require and you must deliver such additional collateral according to the Payment Agreement up to an amount such that our unsecured exposure will not exceed the amount shown as the Maximum Unsecured Exposure next to such rating in the grid below.
“Unsecured exposure” is the difference between the total unpaid amount of Your Payment Obligation (including any similar obligation incurred before the inception of the Payment Agreement and including any portion of Your Payment Obligation that has been deferred and is not yet due) and the total amount of your collateral that we hold.
| Name of Entity: |
Type of Debt Rated: |
Ratings at Effective Date
| S&P |
Moody’s |
Unsecured Exposure at Effective Date | ||
| N/A |
N/A |
$22,264,562 |
Potential Future Ratings
| S&P |
Moody’s |
Maximum Unsecured Exposure | ||
| AA- |
Aa3 |
N/A | ||
| A- |
A3 | N/A | ||
| BBB |
Baa2 | N/A | ||
| BB |
Ba2 |
N/A |
| b. | Other Financial Tests or Covenants below: |
| 1. | Agreement and Parental Guarantee from Carlisle Holdings Limited dated June 30, 2001 in the amount of $22,600,000.00 |
| 2. | Ownership clause requires Carlisle Holdings Limited to maintain at least 80% ownership in OneSource. |
| 3. | Adjustment of Credit Fee |
If the amount of unsecured exposure is changed because of your delivery of additional collateral to us due to the requirements of Item 2 above, the Credit Fee shall be adjusted on a pro-rata basis from the date of such delivery.
SIGNATURES
IN WITNESS WHEREOF, you and we have caused this “Schedule” to be executed by the duly authorized representatives of each.
| For us: National Union Fire Insurance Company of Pittsburgh, Pa, on behalf of itself and all its affiliates | For you: OneSource Holdings, Inc. | |
| this 20th day of August 2001 |
this 1st day of November 2001 | |
| Signed by: /s/ XXXXXXX X. XXXXXXX |
Signed by: /s/ XXXXX XXXXXX | |
| Typed Name: Xxxxxxx X. Xxxxxxx |
Typed Name: Xxxxx Xxxxxx | |
| Title: Attorney In Fact |
Title: V.P. and Secretary |
