Exhibit 99.1
NOTICE OF TERMINATION
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Xxxxx Holding Corp.
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
June 22, 2005
SCOR Life U.S. Re Insurance Company
Colonnade Building III, Suite 000
00000 Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxx, Chief Executive Officer
Dear Xx. Xxxxxx:
We refer you to the Purchase Option Agreement dated as of July 1, 2002, between
SCOR Life U.S. Re Insurance Company ("SCOR") and Xxxxx Holding Corp. (the
"Option Agreement"). We understand that the A.M. Best Rating of Investors
Insurance Corporation has fallen below an "A- (Excellent)" and is currently at
"B++ (Very Good)." Therefore, pursuant to Section 10(a) of the Option Agreement,
we hereby terminate the Option Agreement and demand a refund of the Annual
Option Fees, as well as all other Option Fees (as those terms are defined in the
Option Agreement) paid to SCOR pursuant to Section 4 of the Option Agreement,
with interest at a rate of seven percent (7%) per annum on each such payment,
calculated from the date each payment was made. We compute that amount to be
$3,316,590.28 as of June 20, 2005. Interest is continuing to accrue to the date
the matter is settled and we expect immediate payment of such amount in full. In
addition, we reserve all other rights that we may have under the Option
Agreement.
Sincerely,
/s/ X. Xxxxxxx Xxxxx
X. Xxxxxxx Xxxxx
President
