EXHIBIT 10.4
BLANKET ASSUMPTION ENDORSEMENT AGREEMENT
Between
RANGER INSURANCE COMPANY
Houston, Texas
(hereinafter referred to as "Ranger")
and
ODYSSEY REINSURANCE CORPORATION
New York, New York
(hereinafter referred to as "Odyssey")
WHEREAS, Ranger is an insurance company with an A. M. Best Rating of B++; and,
WHEREAS, prospective policy holders and/or mortgagees of policy holders of
Ranger may from time to time request that, as additional security, assumption of
liability endorsements (hereinafter "Endorsements") from an A- (or better) rated
company, be attached to Ranger policies; and,
WHEREAS, Odyssey being an A rated company is willing to issue such Endorsements;
and,
WHEREAS, Odyssey and Ranger, being under the common control of Fairfax Financial
Holdings Limited ("Fairfax"), are aware of the mutual benefits of Ranger being
able to issue competitive policies.
NOW THEREFORE, the parties hereto agree as follows:
I. TERM AND CANCELLATION
This Agreement shall apply to all Endorsements issued during the currency of
this Agreement, which commences at 12:01 a.m. July 1, 1999 and shall remain in
force continuously until terminated.
This agreement shall terminate automatically upon the earliest of:
a) Ranger receiving a Best Rating of A- or better; or
b) Ranger ceasing to be under the control of Fairfax.
Either party to this Agreement may terminate this Agreement by giving to the
other party 30 days prior written notice by certified or registered mail.
No Endorsements shall be issued after the effective date of termination. Odyssey
shall however remain liable for losses occurring prior to the effective time and
date of termination, pursuant to the terms of the Endorsements.
II. ENDORSEMENT ISSUANCE AND REPORTS
Odyssey hereby grants Ranger the right to attach an Endorsement to its policies
when needed without prior notice to Odyssey provided such Endorsement has been
duly signed by a representative of Odyssey. Ranger shall not change any
provisions contained in the Endorsements without the prior written approval of
Odyssey.
Ranger shall submit to Odyssey on a quarterly basis a report of all Endorsements
issued by Ranger on behalf of Odyssey indicating therein the insured's name and
address, the policy holders name and address, the mortgagee's name and address,
the policy number, the term of the policy, the policy limits and any other
information Odyssey may from time to time require with respect to the issuance
of Endorsements the subject matter hereof.
III. REINSURANCE
It is understood between the parties hereto that the terms of this Agreement
take precedence over any other Reinsurance Agreement, contract or arrangement
between them to the extent that Odyssey shall not be subject to duplicate
liability because of any payment or payments under the terms hereof.
Ranger agrees to use its best efforts to procure in its Reinsurance Program
terms providing that any payments made by Odyssey under any Endorsement the
subject matter hereof shall be deemed payments by Ranger for purposes of
recovery under such Reinsurance Program. Any such recoveries shall insure to the
benefit of Odyssey.
IV. WARRANTY
Attached hereto are copies of the subject matter Endorsements that both parties
hereto agree are true
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copies. No changes shall be made to such Endorsements by Ranger without the
prior written consent of Odyssey, or by Odyssey without notice being given to
Ranger.
IN WITNESS WHEREOF, the parties hereto have executed, delivered and entered into
this Agreement as of the date first above written.
RANGER INSURANCE COMPANY
By: /s/
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CFO/SVP
ODYSSEY REINSURANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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