Exhibit 10.6
AMENDMENT NUMBER ONE TO AGENCY AGREEMENT
THIS AMENDMENT NUMBER ONE TO AGENCY AGREEMENT ("Amendment") is entered
into and effective as of June 1, 1995 (the "Effective Date") by and between
CLARENDON NATIONAL INSURANCE COMPANY, a New Jersey insurance corporation, with
its administrative offices located at 1177 Avenue of the Americas, Xxxxx 0000,
Xxx Xxxx, Xxx Xxxx 00000 (the "Company") and STIRLING XXXXX INSURANCE SERVICES
INC., a Florida corporation with its offices located at 0000 Xxxxxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 (the "Agency").
WHEREAS, the Company and the Agency entered into an AGENCY AGREEMENT
(the "Agreement") on June 1, 1995; and
WHEREAS, the Company and the Agency desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and covenants
hereinafter contained, the parties hereby mutually agree that the Agreement
shall be amended as follows:
I. The language set forth in Article II, Paragraph H., is deleted and replaced
with the following:
H. The Agency shall arrange underwriting inspections on all Policies
written. The inspection shall be for the Agency's benefit, rather than the
insured's benefit, and shall be used by the Agency in underwriting risks
pursuant to the Underwriting Rules. Each inspection shall produce a written
report for the Agency's benefit. The Agency shall bear sole responsibility
for compensating the inspection company for such services and no costs or
expenses associated with or arising from such services shall be passed on
to the Company in any form.
II. The language set forth in Article V, Paragraph D., is deleted and replaced
with the following:
D. At the end of each month, the Company shall produce an accounting
detailing all premiums collected and deposited into the Premium Trust
Account. The Agency shall pay to the Company all Net Written Premium
collected and deposited in the Premium Trust Account less the Agency's and
Agent's commissions as set out in this Agreement, claim fees and expenses,
and deductions, expenses, and costs payable by the Company as per this
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Agreement, or as agreed by the Company and the Agency and listed on the
accounting. The Agency may pay such commission and listed deductions
directly from the Premium Trust Account without further authorization.
III. The language set forth in Article V, Paragraph G., is deleted and replaced
with the following:
G. The Agency shall maintain and submit a monthly Bordereaux report
for all business written under this Agreement for Policies, binders or
endorsements issued or cancelled by the Agency (the "Bordereaux"). The
Agency shall maintain and furnish to the Company such other reports as may
be reasonably requested by the Company.
The Bordereaux for each line of business shall include the following
information: policy number, name of insured, effective date of coverage,
policy period, annual premium, payment terms, minimum deposit premium,
premium collected, credits against the premium collected for sums due third
parties, and the balance due the Company. Sums deducted from premium
collected to pay third parties shall be utilized solely to pay expenses
approved in writing by the Company, which expenses may include
administration fees, safety and loss control services, and commissions due
the Agency or Agents. Third party fees shall be specifically identified on
the monthly Bordereaux and shall be paid on a collected premium basis.
The Agency shall remit all funds due the Company on or before fifteen
(15) days after the end of each month for business reported to the Company
for the prior month pursuant to the Bordereaux. The Company may direct the
Agency in writing to remit sums due the Company directly to the Company's
reinsurers. All sums due the Company shall be paid by wire transfer or as
otherwise directed in writing by the Company. The Agency shall reconcile
all funds collected to the monthly Bordereaux reports.
IV. The following subparagraph is added to Article VII, Paragraph A.:
4. All expenses related to or arising from premium audit
services or underwriting inspection services.
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V. The language set forth in Article VII, Paragraph B., is deleted and
replaced with the following:
B. COMPANY'S EXPENSES
The Company shall absorb and pay directly all charges and expenses
directly attributable to its operations and all expenses, costs and claims
provided in this Agreement and/or under the Policies. In addition to those
charges otherwise provided in this Agreement, the Company shall reimburse
the Agency for other costs required to fulfill the obligations of the
Company under this Agreement or as agreed from time-to-time by the Company.
VI. Except as otherwise expressly provided herein, this Amendment does not
alter, amend or modify the terms of the Agreement and all terms of the
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers as of the Effective Date.
For and on behalf of the Agency: STIRLING XXXXX INSURANCE SERVICES INC.
Attest: /s/ By: /s/
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Its Authorized Officer
For and on behalf of the Company: CLARENDON NATIONAL INSURANCE COMPANY
Attest: /s/ By: /s/
---------------------- -------------------------------------
Its Authorized Officer
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