Exhibit 10.12
Termination Agreement to the Amended and Restated General Services Agreement
WHEREAS, effective January 1, 2003, X.L. Global Services, Inc., a
Delaware corporation, entered into an Amended and Restated General Services
Agreement (the "Agreement") with X.L. America, Inc., a Delaware corporation, on
behalf of the following subsidiaries: XL Reinsurance America Inc. a New York
corporation, NAC Re Corporation, a Delaware corporation, Greenwich Insurance
Company, a Delaware corporation, Indian Harbor Insurance Company, a North Dakota
corporation, XL Insurance Company of New York, Inc., a New York corporation, XL
Specialty Insurance Company, a Delaware corporation, XL Capital Assurance Inc.,
a New York corporation, ECS, Inc., a Pennsylvania corporation, XL Weather &
Energy Inc., XL Global, Inc., a Delaware corporation, XL Insurance, Inc.
(formerly known as XL Global Insurance, Inc.), a Delaware corporation, XL
Insurance America, Inc., a Delaware corporation, XL Select Insurance Company, an
Oklahoma corporation, XL Life and Annuity Holding Company, a Delaware
corporation, XL Life Insurance and Annuity Company, an Illinois corporation, XL
Financial Administrative Services, Inc, a Delaware corporation, XL Capital
Investment Partners, Inc, a Delaware corporation, XLCDS LLC, a New York
corporation, and XLCA Admin LLC, a New York corporation; and
WHEREAS, pursuant to Section Eighth of the Agreement, any party to the
Agreement has a right to terminate its membership in the Agreement by providing
ninety (90) days prior written notice to the other parties; and
WHEREAS, XL Capital Assurance Inc., XL Financial Administrative
Services, Inc., XLCDS LLC and XLCA Admin LLC (the "Terminated Parties") desire
to terminate their memberships in the Agreement effective upon the date of the
initial public offering of the shares of Security Capital Assurance Ltd.
("SCA"), the ultimate parent company of the Terminated Parties.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. Due to the uncertainty of the date of the initial public
offering of the shares of SCA, each of the parties agree that
the notice requirements under Section Eighth of the Agreement
are hereby waived.
2. Each of the parties acknowledge and confirm that the
membership of the Terminated Parties in the Agreement will
terminate effective upon the date of the initial public
offering of the shares of SCA.
3. Each of the parties further acknowledge and confirm that the
obligations of the Terminated Parties under the terms of the
Agreement are released and discharged and the Terminated
Parties shall not have any further obligations thereunder,
subject to the Terminated Parties being obligated
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to pay X.L. Global Services, Inc. Inc. for any costs and/or
expenses due and owing under the Agreement up to the date of
the closing of the initial public offering of the shares of
SCA, consistent with normal and customary billing practices.
4. This Agreement may be executed in two or more counterparts
each of which shall constitute an original, but all of which
when taken together shall constitute one agreement. Any Party
may deliver a signed counterpart signature page of this
Agreement by fax and such faxed signature pages shall be
deemed to be an original for all purposes.
5. The terms and conditions of this Agreement and the rights of
the parties hereunder shall be governed by and construed in
all respects in accordance with the laws of the State of New
York, without regard to conflicts of law that would require
the application of the laws of any other jurisdiction.
IN WITNESS WHEREOF, this Agreement is hereby executed by duly
authorized officers of the parties hereto as of the date first above written.
X. L. AMERICA, INC.
By: ___________________________
Title:___________________________
XL REINSURANCE AMERICA INC.
By:___________________________
Title:___________________________
NAC RE CORPORATION
By:___________________________
Title:___________________________
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GREENWICH INSURANCE COMPANY
By:___________________________
Title:___________________________
INDIAN HARBOR INSURANCE COMPANY
By:___________________________
Title:___________________________
XL INSURANCE COMPANY OF NEW YORK, INC.
By:___________________________
Title:___________________________
XL SPECIALTY INSURANCE COMPANY
By:___________________________
Title:___________________________
XL CAPITAL ASSURANCE INC.
By:___________________________
Title:___________________________
ECS, INC.
By:__________________________
Title:___________________________
3
XL WEATHER & ENERGY INC.
By:__________________________
Title:___________________________
XL GLOBAL, INC.
By:__________________________
Title:___________________________
XL GLOBAL INSURANCE, INC.
By:__________________________
Title:___________________________
XL INSURANCE AMERICA, INC.
By:__________________________
Title:___________________________
XL SELECT INSURANCE COMPANY
By:__________________________
Title:___________________________
XL LIFE AND ANNUITY HOLDING
COMPANY
By:__________________________
Title:___________________________
XL LIFE INSURANCE AND ANNUITY
COMPANY
By:__________________________
Title:___________________________
4
XL FINANCIAL ADMINISTRATIVE
SERVICES, INC.
By:__________________________
Title:___________________________
XL CAPITAL INVESTMENT
PARTNERS, INC.
By:__________________________
Title:___________________________
XLCDS LLC
By:__________________________
Title:___________________________
XLCA ADMIN LLC
By:__________________________
Title:___________________________
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