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EXHIBIT 10.19
TERMINATION AND RELEASE AGREEMENT
TERMINATION AND RELEASE AGREEMENT, dated as of December 3,
1997 (this "Agreement"), among SUPERIOR NATIONAL INSURANCE GROUP, INC., a
Delaware corporation ("SNIG"), SUPERIOR PACIFIC INSURANCE GROUP, INC., a
Delaware corporation ("the Borrower"), the Subsidiaries of SNIG (the
"Subsidiaries") appearing on the signature pages hereto, the financial
institutions party to the Credit Agreement (as defined below) (the "Banks") and
THE CHASE MANHATTAN BANK, as Administrative Agent (the "Administrative Agent")
for the Banks under the Credit Agreement and as agent for the Banks entitled to
the benefits of the Pledge Agreement (as defined below) (in such capacity, the
"Collateral Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit
Agreement referred to below.
W I T N E S S E T H:
WHEREAS, SNIG, the Borrower, the Banks and the Administrative
Agent are parties to the Credit Agreement, dated as of April 11, 1997 (as
amended, modified and supplemented, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, SNIG, the
Borrower and the Subsidiaries entered into a Pledge Agreement, dated as of
April 11, 1997 (as amended, modified and supplemented to the date hereof, the
"Pledge Agreement") in favor of and for the benefit of, inter alia, the
Collateral Agent;
WHEREAS, the Borrower desires to repay, and the Administrative
Agent, on behalf of the Banks, is willing to accept repayment of, all Loans and
other amounts outstanding under the Credit Agreement, the Notes (such Notes
being referred to herein as the "Notes") and the Pledge Agreement; and
WHEREAS, in connection with the aforesaid, SNIG, the Borrower
and the Subsidiaries have requested the Administrative Agent and the Banks to
enter into this Agreement, and the Administrative Agent and the Banks have
agreed to enter into this Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Repayment, etc. (x) Effective upon (i) the receipt
by White & Case of fees owing to it in connection with the transaction in an
amount equal to $6,897.00 in immediately available funds on December 3, 1997
and (ii) the receipt by the Administrative Agent of $40,773,675 in immediately
available funds on December 3, 1997 (assuming that payment in full is received
by the Administrative Agent by 1:00 p.m. New York time on such
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date) (such amounts described in (i) and (ii) collectively, the "Payoff
Amount"), the Administrative Agent and the Banks hereby (a) acknowledge receipt
of full payment of all Loans, together with interest thereon and all other
amounts due and owing to the Administrative Agent and the Banks under the
Credit Agreement, the Notes issued pursuant thereto and all related documents
and instruments (the "Credit Agreement Documents") and (b) waive any
requirement under the Credit Agreement for written notice from the Borrower
relating to the repayment of Loans under the Credit Agreement and (y) the
parties hereto hereby (a) acknowledge the termination of the Credit Agreement
and (b) acknowledge that none of them is a party to any Interest Rate
Protection Agreement with SNIG, the Borrower or any Subsidiary.
Notwithstanding anything to the contrary contained in this Agreement, (i) all
provisions, including indemnity and expense obligation provisions, contained in
the Credit Agreement and the other Credit Agreement documents that by their
express terms survive the termination of the Credit Agreement or such other
Credit Agreement documents shall survive the termination thereof and (ii) all
reinstatement provisions contained in any guarantees shall survive the
termination thereof.
2. Release of Liens; etc. (a) Effective upon the
receipt by the Administrative Agent of the Payoff Amount, the Pledge Agreement
is hereby terminated and the Collateral Agent hereby releases assigns,
transfers and delivers to SNIG, the Borrower and the Subsidiaries, without
recourse and without representation or warranty of any kind or nature, all of
their respective Collateral (as defined in the Pledge Agreement). Effective
upon the receipt by the Administrative Agent of the Payoff Amount, the
Collateral Agent hereby acknowledges that the security interests and liens
granted under the Pledge Agreement and all related agreements have been
terminated and have been released, and the Collateral Agent agrees (and the
Banks hereby expressly authorize the Collateral Agent) to execute and deliver
to the Borrower at the expense of the Borrower, such documents as it shall
reasonably request to evidence the termination or assignment of the security
interests and the release or assignment of the assets of the Borrower pursuant
to this Section 2.
(b) The Collateral Agent, SNIG, the Borrower and
the Subsidiaries each hereby acknowledges that set forth on Schedule I attached
hereto is a true, correct and complete list of all Pledged Securities (as such
term is defined in the Pledge Agreement) which are in the Collateral Agent's
possession as of the date hereof.
(c) The Administrative Agent, SNIG, the Borrower
and the Subsidiaries each hereby acknowledges that set forth on Schedule II
attached hereto is a true, correct and complete list of all UCC-I Financial
Statements filed in connection with the Pledge Agreement.
3. Further Assurances. From time to time, upon the
reasonable request by SNIG, the Borrower or any Subsidiary, the Administrative
Agent and the Collateral Agent shall, and the Banks hereby expressly authorize
the Administrative Agent and the Collateral Agent to, without further
consideration other than reimbursement or, as the Administrative
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Agent or the Collateral Agent shall reasonably require, advance payment for any
reasonable and necessary costs and expenses, execute, deliver and acknowledge
all such further documents, agreements, certificates and instruments and do
such further acts (together with all such acts regarding such further
documents, "Further Acts") as SNIG, the Borrower or any Subsidiary may
reasonably require to evidence or effectuate the transactions contemplated by
this Agreement, including, but not limited to, termination of the Credit
Agreement, the release and termination of the Pledge Agreement and the release
and discharge of all security interests and all other rights and interests that
the Administrative Agent, the Collateral Agent or the Banks has or may have had
in the Collateral, unless such requested Further Act (i) would expose the
Collateral Agent, the Administrative Agent or a Bank or an officer of the
Collateral Agent, the Administrative Agent or a Bank to personal liability or
(ii) would be or might reasonably be contrary to applicable law.
4. Miscellaneous. This Agreement may not be amended,
modified or waived except in a writing signed by the party against whom
enforcement of such amendment, modification or waiver is sought. THIS
AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. This Agreement may be executed in one of more counterparts,
each of which shall be deemed an original, but all of which, when taken
together, shall constitute one and the same instrument.
5. Effectiveness. This Agreement shall become effective
when all parties hereto shall have executed and delivered a counterpart hereof
(including by way of facsimile transmission).
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IN WITNESS WHEREOF, the undersigned have entered into this
Agreement as of the day and year first above written.
SUPERIOR NATIONAL INSURANCE
GROUP, INC.
By /s/ [SIGNATURE]
------------------------------------
Title:
SUPERIOR PACIFIC INSURANCE GROUP, INC.
By /s/ [SIGNATURE]
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Title:
PACIFIC INSURANCE BROKERAGE, INC.
By /s/ [SIGNATURE]
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Title:
INFONET MANAGEMENT SYSTEMS, INC.
By /s/ [SIGNATURE]
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Title:
SN INSURANCE SERVICES, INC.
By /s/ [SIGNATURE]
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Title:
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THE CHASE MANHATTAN BANK,
Individually, as Administrative Agent and
as Collateral Agent
By /s/ [SIGNATURE]
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Title:
DRESDNER BANK AG, New York
Branch and Grand Cayman Branch
By /s/ [SIGNATURE]
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Title:
By /s/ [SIGNATURE]
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Title:
UNION BANK OF CALIFORNIA, N.A.
By /s/ [SIGNATURE]
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Title:
BANKBOSTON, N.A.
By /s/ [SIGNATURE]
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Title:
SANWA BANK CALIFORNIA
By /s/ [SIGNATURE]
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Title:
IMPERIAL BANK
By /s/ [SIGNATURE]
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Title:
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SCHEDULE I
1. PLEDGED SECURITIES
SUBSIDIARY OF SNIG
SUBSIDIARIES CLASS OF STOCK SHAREHOLDER % OWNERSHIP SHARES PLEDGED
------------ -------------- ----------- ----------- --------------
Borrower Common Stock SNIG 100 100%
SUBSIDIARIES OF THE BORROWER
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SUBSIDIARIES CLASS OF STOCK SHAREHOLDER % OWNERSHIP SHARES PLEDGED
------------ -------------- ----------- ----------- --------------
SPCC Common Stock Borrower 100 100%
Pacific Insurance Common Stock Borrower 100 100%
InfoNet Common Stock Borrower 100 100%
SN Insurance Common Stock Borrower 100 100%
Superior (Bermuda) Common Stock Borrower 000 00%
XXXX Xxxxxx Stock Borrower 100 100%
II. PLEDGED NOTES - NONE
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SCHEDULE II
UCC-1 FINANCING STATEMENTS
DEBTOR SECURED PARTY FILE# FILING DATE JURISDICTION
---------------------------------- ---------------------------- ---------- ----------- ----------------------
Superior National Insurance Group, The Chase Manhattan Bank, as 9711260104 4.18.97 Secretary of State, CA
Inc. Collateral Agent
00000 Xxxxxx Xxxx Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
SN Insurance Services, Inc. The Chase Manhattan Bank, as 9711260083 4.18.97 Xxxxxxxxx xx Xxxxx, XX
00000 Agoura Road Collateral Agent
Xxxxxxxxx, XX 00000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
InfoNet Management Systems, Inc. The Chase Manhattan Bank, as 9711260069 4.18.97 Secretary of State,CA
26601 Agoura Road Collateral Agent
Xxxxxxxxx, XX 00000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Pacific Insurance Brokerage, Inc. The Chase Manhattan Bank, as 9711160973 4.18.97 Xxxxxxxxx xx Xxxxx, XX
00000 Agoura Road Collateral Agent
Xxxxxxxxx, XX 00000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Superior Pacific Holding The Chase Manhattan Bank, as 9711160946 4.18.97 Secretary of State, CA
Corporation Collateral Agent
00000 Xxxxxx Xxxx Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
