COMMUTATION AND RELEASE AGREEMENT
Exhibit
10.13
This
Commutation and Release Agreement (hereinafter called "Commutation") is entered
into by and between COAST NATIONAL INSURANCE COMPANY, a California corporation,
SECURITY NATIONAL INSURANCE COMPANY, a Florida corporation, BRISTOL WEST
INSURANCE COMPANY of Philadelphia, Pennsylvania and BRISTOL WEST CASUALTY
INSURANCE COMPANY OF Independence, Ohio (hereinafter and thereinafter
collectively referred to as "Company") and INTER-OCEAN REINSURANCE (IRELAND)
LIMITED, of Dublin, Ireland (hereinafter and thereinafter referred to as
"Reinsurer").
WHEREAS,
the Reinsurer and the Company have entered into an Aggregate Excess of Loss
Reinsurance Agreement (hereinafter called the "Reinsurance Agreement") under
which the Company ceded business and the Reinsurer accepted such
business;
WHEREAS,
Reinsurer and Company desire to fully and finally settle and commute, effective
March 18, 2004 all rights, obligations and liabilities, known and unknown, of
each other with respect to the Reinsurer's Participation under the Reinsurance
Agreement;
NOW,
THEREFORE, in order to effect said commutation and mutual release, the parties
hereto agree to the following terms and conditions:
|
1. |
In
consideration of the payment by the Reinsurer to the Company of
$10,640,753.91 that which shall be paid by the Reinsurer on March 18, 2004
by wire transfer, and upon receipt by the Company of a signed copy of this
Commutation, a mutual release of each party to the other, as of March 18,
2004, shall be effected in accordance with paragraphs A and B
below: |
|
A. |
The
Company does hereby agree to release and discharge the Reinsurer, its
affiliates, officers directors an shareholders, and their heirs,
executors, administrators, successors and assigns from all adjustments,
obligations, offsets, liability for payment of interest, actions, causes
of action, suits, debts, sums of money, accounts, reckonings, bonds,
bills, covenants, contracts, controversies, agreements, promises, damages,
judgments, claims and demands whatsoever, all whether known or unknown,
which the Company and the Company's successors and assigns ever had, now
have or hereafter may have against the Reinsurer, or any of them, arising
out of the Reinsurance Agreement. |
|
B. |
The
Reinsurer, in consideration of Company's execution of this Agreement, does
hereby release and discharge the Company, it's officers, directors an
shareholders, and their heirs, executors, administrators, successors and
assigns from all adjustments, obligations, offsets, liability for payment
of interest, actions, causes of action, suits, debts, sums of money,
accounts, premium payments, reckonings, bonds, bills, covenants,
contracts, controversies, agreements, promises, damages, judgments, claims
and demands whatsoever, all whether known or unknown, which the Company
and the Company's successors and assigns ever had, now have or hereafter
may have against the Reinsurer, or any of them, arising out of the
Reinsurance Agreement. |
|
2. |
The
rights, duties and obligations set forth herein shall inure to the benefit
of and be binding upon any and all predecessors, successors, liquidators,
receivers or assigns of the parties hereto. |
|
3. |
The
parties hereto expressly warrant and represent that they are corporations
in good standing in their respective places of domicile, that the
execution of this Commutation is fully authorized by each of them and that
the person or persons executing this Commutation have the necessary and
appropriate authority to do so; that there are no pending agreements,
transactions, or negotiations to which any of them are a party that would
render this Commutation or any part thereof void, voidable, or
unenforceable, that no authorization, consent or approval of any
government entity is required to make this Commutation valid and binding
upon them; and that no claim or loss being paid or settled under this
Commutation has been previously assigned, sold or transferred to any other
person or entity. |
|
4. |
This
Commutation shall be interpreted under and governed by the laws of the
State of New York, U.S.A. |
|
5. |
Each
party hereto has had the opportunity to negotiate the terms hereof and
modify the draftsmanship of this Commutation. Therefore, the terms of this
Commutation shall be considered and interpreted without any presumption,
inference or rule requiring construction or interpretation of any
provision of this Commutation against the interest of the drafter of this
Commutation. |
|
6. |
This
Commutation contains the entire agreement between the parties as respects
the subject matter. All discussions and agreements previously entertained
between the parties concerning the subject matter of the Commutation are
merged into this Commutation. This commutation may not be modified or
amended, nor any of its provisions waived, except by an instrument in
writing, signed by duly authorized officers of the parties
hereto. |
IN
WITNESS WHEREOF the parties hereto have caused this Commutation to be executed
in quadruplicate by their duly authorized representatives.
ACCEPTED:
COAST
NATIONAL INSURANCE COMPANY
SECURITY
NATIONAL INSURANCE COMPANY
BRISTOL
WEST INSURANCE COMPANY
BRISTOL
WEST CASUALTY INSURANCE COMPANY
By:
/s/ Xxxxx Xxxxxx
Title:
Chief Financial Officer
Date:
March 16, 2004
Print
Name: Xxxxx Xxxxxx
Attested:
/s/ Xxxxxxxx Xxxxxxx
INTER-OCEAN
REINSURANCE (IRELAND) LIMITED
By:
/s/ Xxxxx Xxxxxx
Title:
authorised signatory
Date:
18th March
2004
Print
Name: Xxxxx Xxxxxx
Attested:
/s/ Xxxxxxxx Xxxxxxx
