LETTER AGREEMENT February 18, 2011Letter Agreement • February 23rd, 2011 • National Interstate CORP • Fire, marine & casualty insurance
Reference is hereby made to that certain Purchase Agreement, dated as of April 26, 2010, as amended (the “Purchase Agreement”), by and among UniGroup, Inc., a Missouri corporation (“Seller”), National Interstate Insurance Company, an Ohio-domiciled insurance company (“Acquiror”), and National Interstate Corporation, an Ohio corporation (“National Interstate”). Capitalized terms used but not otherwise defined in this letter agreement (this “Letter Agreement”) shall have the respective meanings assigned to such terms under the Purchase Agreement, and the Rules of Construction set forth in Section 11.15 of the Purchase Agreement shall apply to this Letter Agreement. This Letter Agreement is being entered into for the purpose of documenting certain agreements among the parties to the Purchase Agreement with respect to the Final Balance Sheet, the Final Tangible Book Value, the Post-Closing Adjustment, the making of an election pursuant to Section 338(h)(10) of the Code as described below a
