Exhibit No. 10.1
Form 10-SB
Kakkimon Acquisitions Corp.
Agreement dated this 7th day of March, 2002:
BETWEEN:
ARROW LOGISTICS LIMITED, an Ontario corporation, with offices
at 000 Xxxx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0XX
(hereinafter referred to as "Arrow")
OF THE FIRST PART
-and-
REINSURANCE MANAGEMENT ASSOCIATES, INC., an Ontario
corporation, with offices at 000 Xxxxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxx, X0X 0X0
(hereinafter referred to as "RMA")
OF THE SECOND PART
Recitals:
WHEREAS Great-West Life Assurance Company of Canada ("GWL") has issued a
master policy (the "Master Policy") of creditor's group insurance to RMA, and to
additional insureds added from time to time by endorsement, pursuant to which
GWL provides creditor insurance on the lives and/or health of the purchasers of
mortgages.
AND WHEREAS AIG Life Insurance Company of Canada ("AIG") has issued a
master policy (the "Master Policy") of creditor's group insurance to RMA, and to
additional insureds added from time to time by endorsement, pursuant to which
AIG provides insurance to sellers, lessors and financers (collectively,
"vendors") of trucks and other heavy duty automobile equipment (collectively,
"equipment") on the lives and/or health of the purchasers or lessees
(collectively, "purchasers") of such equipment;
AND WHEREAS such insurance is intended to provide stipulated death and
disability benefits to purchasers of either mortgages or trucks and heavy
equipment and is arranged at the option of such purchasers;
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AND WHEREAS Arrow wishes from time to time to provide administrative,
accounting, and financing services, and collect and advance monthly premiums
payable by the purchasers of such group creditor insurance;
AND WHEREAS Arrow will contract with various lenders and banking sources in
order to finance premiums;
AND WHEREAS RMA wishes to protect Arrow with respect (a) to Arrow being
beneficiary under such insurance with respect to premiums financed by it, and
(b) to allowances for administration and advancements of premiums and (c)
certain other rights with respect to the same;
AND WHEREAS RMA is a third party administrator for and has authority to
bind AIG and GWL and will benefit from Arrow providing the administrative
services involved in the collection and handling of premiums of purchasers;
NOW THEREFORE IN CONSIDERATION of the mutual covenants herein set out the
parties agree as follows:
1. Arrow will in its sole discretion, commencing March 7, 2002, (the
"Effective Date"), provide administrative, accounting, and financing
services to such purchasers and on such terms and conditions as it sees
fit, with respect to their creditor's insurance premiums.
2. RMA will on behalf of AIG and GWL:
a) Adopt and utilize an insurance application that complies with industry
standards with respect to pre-authorized payment authorization hereof
or as may be otherwise satisfactory to Arrow;
b) Adopt and utilize an insurance certificate that complies with industry
standards satisfactory to Arrow for insurance after the date hereof;
and
c) Refund to Arrow the outstanding principal balance as defined by
Schedule "A": (Factoring of Accounts Receivable Calculation of
Outstanding Principal Balance) within ten (10) days after Arrow
requests such repayments.
3. Arrow represents and warrants that it has the corporate power and all
necessary licenses to perform acts referred to in Section 1 hereto to
purchasers in accordance with the agreement described herein, and to enter
into this agreement.
4. RMA represents and warrants that:
a) It has provided Arrow with an up-to-date copy of the Master Policies
of AIG and GWL;
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b) It has provided Arrow with an up-to-date copy of the agreements
constituting RMA the third-party administrator for and agent of AIG
and GWL;
c) It has the ability to and does hereby bind AIG and GWL to all the
terms of this agreement;
d) AIG and GWL has the corporate power and all necessary licenses and
authority to issue the Master Policy, the endorsement and the
certificate and to enter into and perform its obligations under this
agreement;
e) The certificate and endorsement when issued will be valid, binding and
enforceable obligations of AIG and GWL;
f) None of the vendor, the dealer, the agent, RMA, AIG, GWL or any other
party is conducting itself in a manner or receiving any benefit or
paying any amount, by way of premium, commission or otherwise that
might result in any loss, claim or damages to Arrow by virtue of the
insurance transaction being adversely affected, the premium with
respect thereto being reduced in any way, or any other reason; and
g) The first paragraph of the recitals to this agreement is true and
correct.
5. This agreement shall be for a term of one year from the date hereof, which
term shall renew automatically each year subject to termination on each
anniversary date of this agreement on at least 90 days prior written
notice.
6. Any demand, notice or other communication to be given in connection with
this agreement shall be given in writing and shall be given by personal
delivery to the address noted in the addresses of the parties, to the
attention of their respective chief executive officers, or by electronic
means of communication addressed to the recipient as follows: RMA, Fax
number (000) 000-0000, email address xxxxxxxxxxxx@xxxxxx.xxx; Arrow: Fax
number (000) 000-0000, email address xxxxxxxx@xxxxxx.xxx. Any notice to RMA
shall also constitute notice to AIG and GWL. Any notice so given shall be
deemed to be received on the date of delivery unless delivered after the
recipient's normal business hours in which case the notice shall be deemed
to have been received on the next following normal business day of the
recipient. Either party may change its address for notice by notice to the
other party in accordance with the terms hereof.
7. Time shall be of the essence.
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Xxxxxxxx xx Xxxxxxx Xxxxxxx on March 7 2002
ARROW LOGISTICS LIMITED
/s/ Xxxxxx Xxxxxx
REINSURANCE MANAGEMENT ASSOCIATES
INC. (for itself and AIG or GWL)
/s/ Xxxx Xxxxxxxxxxx
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SCHEDULE "A": FACTORING OF ACCOUNTS RECEIVABLE
CALCULATION OF OUTSTANDING PRINCIPAL
BALANCE OF PRE-PAID PREMIUMS
1. It is agreed that the events that result in refunding advanced premiums
include but are not limited to termination or cancellation of the policy
upon death or disability or when RMA, AIG, and GWL assume payment
obligations as a consequence of disability of the insured.
2. The following sample worksheet and illustration is provided to clarify the
calculating of the outstanding principal balance. The principal is the net
premium of the certificate.
Principal $1,000.00
Term 60
APR% 12%
Payment $22.24
Month Payment Outstanding Interest Month Payment Outstanding Interest
Received Balance Received Balance
1 $22.24 $987.76 $10.00 31 $689.58 $557.57 $247.15
2 $44.49 $975.39 $19.88 32 $711.82 $540.91 $252.73
3 $66.73 $962.90 $29.63 33 $734.07 $524.07 $258.14
4 $88.98 $950.28 $39.26 34 $756.31 $507.07 $263.38
5 $111.22 $937.54 $48.76 35 $778.56 $489.89 $268.45
6 $133.47 $924.67 $58.14 36 $800.80 $472.55 $273.35
7 $155.71 $911.67 $67.39 37 $823.04 $455.03 $278.07
8 $177.96 $898.55 $76.50 38 $845.29 $437.33 $282.62
9 $200.20 $885.29 $85.49 39 $867.53 $419.46 $287.00
10 $222.44 $871.90 $94.34 40 $889.78 $401.41 $291.19
11 $244.69 $858.37 $103.06 41 $912.02 $383.18 $295.21
12 $266.93 $844.71 $111.64 42 $934.27 $364.77 $299.04
13 $289.18 $830.91 $120.09 43 $956.51 $346.17 $302.68
14 $311.42 $816.98 $128.40 44 $978.76 $327.39 $306.15
15 $333.67 $802.90 $136.57 45 $1,001.00 $308.42 $309.42
16 $355.91 $788.69 $144.60 46 $1,023.24 $289.26 $312.50
17 $378.16 $774.33 $152.49 47 $1,045.49 $269.91 $315.40
18 $400.40 $759.83 $160.23 48 $1,067.73 $250.36 $318.10
19 $422.64 $745.18 $167.83 49 $1,089.98 $230.62 $320.60
20 $444.89 $730.39 $175.28 50 $1,112.22 $210.68 $322.91
21 $467.13 $715.45 $182.58 51 $1,134.47 $190.55 $325.01
22 $489.38 $700.36 $189.74 52 $1,156.71 $170.21 $326.92
23 $511.62 $685.12 $196.74 53 $1,178.96 $149.66 $328.62
24 $533.87 $669.72 $203.59 54 $1,201.20 $128.92 $330.12
25 $556.11 $654.18 $210.29 55 $1,223.44 $107.96 $331.41
26 $578.36 $638.47 $216.83 56 $1,245.69 $86.80 $332.49
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27 $600.60 $622.62 $223.22 57 $1,267.93 $65.42 $333.35
28 $622.84 $606.60 $229.44 58 $1,290.18 $43.83 $334.01
29 $645.09 $590.42 $235.51 59 $1,312.42 $22.02 $334.45
30 $667.33 $574.08 $241.41 60 $1,334.67 $0.00 $334.67
3. Principal for one certificate is the Total Net Premium advanced to RMA plus
applicable taxes. The Total Net Premium is calculated by multiplying
monthly net premium (from the following factor sheet or any updated sheet
as provided by RMA) by term (in months).
Plan BASE - Monthly
Age Life Life Plus Critical Total Disability
60 Day Elimination
-------------------------------------------------------------------------
Single
-------------------------------------------------------------------------
18-29 0.120 0.216 0.820
30-34 0.140 0.252 1.070
35-39 0.210 0.378 1.310
40-44 0.270 0.486 1.560
45-49 0.400 0.720 2.040
50-54 0.680 1.224 2.980
55-59 1.050 1.890 3.890
60-64 1.600 4.000 5.360
-------------------------------------------------------------------------
Joint
-------------------------------------------------------------------------
18-29 0.168 0.302 1.148
30-34 0.196 0.353 1.498
35-39 0.294 0.529 1.834
40-44 0.378 0.680 2.184
45-49 0.560 1.008 2.856
50-54 0.952 1.714 4.172
55-59 1.470 2.646 5.446
60-64 2.240 5.600 7.504
-------------------------------------------------------------------------
Life Example - 32 year old borrowing $100,000.
mortgage * factor = premium
$100,000.00/1000 * .14 = $14.00/mo
Life Plus Critical Illness
Example - 32 year old borrowing $100,000.
mortgage balance * factor = premium
$100,000.00 * .252 = $25.20/mo
-------------------
1000
Total Disability
Example - 32 year old with monthly payment of
monthly pet * factor = premium
------------------
100
$1,000.00/100 * 1.07 = $10.70/mo
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