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EXHIBIT 1
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "Termination Agreement") is entered
into and effective as of February 16, 1997 (the "Effective Date") by and among
Superior National Insurance Group, Inc., a California corporation ("Superior"),
and the holders listed on the signature pages hereof (collectively, the
"Security Holders") of (1) shares of common stock, par value $.01 per share, and
(2) Series A Convertible Debentures of Pac Rim Holding Corporation, a Delaware
corporation.
WHEREAS, Superior and the Security Holders entered into that certain
Voting Agreement dated as of September 17, 1996 (the "Agreement").
WHEREAS, In accordance with the terms and conditions of this
Termination Agreement, Superior and the Security Holders desire to Terminate the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Termination Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Termination of Agreement. Superior and the Security Holders
each acknowledge and agree that the Agreement is rescinded, terminated and of no
further force and effect as of 11:59 p.m. February 16, 1997.
2. Governing Law. This Termination Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware.
3. Counterparts. This Termination Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
4. Entire Agreement. This Termination Agreement supersedes any
prior oral or written understanding or agreement with respect to the termination
of the Agreement. Each party acknowledges that except as expressly provided
herein, the parties hereto make no other representations or warranties with
respect to this Termination Agreement and the transaction contemplated
hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Termination
Agreement to be duly executed as of the day and year first above written.
SUPERIOR NATIONAL INSURANCE GROUP, INC.
By: /S/ J. Xxxxx Xxxxxx
---------------------------------------
Name: J. Xxxxx Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
Address for Notice: Superior National
Insurance Group, Inc.
00000 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
ALLSTATE INSURANCE COMPANY
By: /S/ J. Xxxxx Xxxx
---------------------------------------
Name: J. Xxxxx Xxxx
Title: Authorized Signatory
By: /S/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
Address for Notice: Allstate Insurance Company
0000 Xxxxxxx Xxxx, Xxxxx X0
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxx, Strategic
Development Manager
with a copy to
Allstate Insurance Company
Investment law Department
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxxxx X. Xxxxxx, Esq.
DITO-DEVCAR CORPORATION, DITO CAREE LIMITED PARTNERSHIP,
a Nevada corporation a Nevada limited partnership
By: GAMEBUSTERS, INC.
a Nevada corporation
Its:General Partner
By:/S/ Xxxxx X. Xxxx By: /S/ Xxxxx X. Xxxx
---------------------------- ----------------------------
Name: XXXXX X. XXXX Name: XXXXX X. XXXX
Title: President Title: President
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PRAC LIMITED PARTNERSHIP,
a Nevada limited partnership
By: Somme, Inc.
a Nevada corporation
Its: General Partner
By:/S/ Xxxxx X. Xxxx
----------------------------
Name: XXXXX X. XXXX
Title: President
/S/ Xxxxxxx X. Pickup
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XXXXXXX X. PICKUP, in his capacity as
Trustee of: Pickup Family Trust,
TMP Charitable Unitrust, and
DRP Charitable Unitrust
Address for Notices for: Dito-Devcar Corporation,
Dito Caree Limited Partnership
Prac Limited Partnership
0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Address for Notices for: Pickup Family Trust
TMP Charitable Unitrust
DRP Charitable Unitrust
c/o Wedbush Xxxxxx Securities
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Pickup
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