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Preview Full Doc	2002	Quota Share Retrocession Agreement Quota Share Retrocession Agreement (55K) Doc #396748: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}d50766_ex99-2.txt {DESCRIPTION}EX99.2 QUOTA SHARE RETROCESSION AGRMT {TEXT} Exhibit 99.2 QUOTA SHARE RETROCESSION AGREEMENT BY AND BETWEEN LASALLE RE LIMITED (as Retrocedent) and ENDURANCE SPECIALTY INSURANCE LTD. (as Retrocessionaire) dated May 16, 2002 {PAGE} QUOTA SHARE RETROCESSION AGREEMENT TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS Section 1.1 Defined Terms....................................................2 Section 1.2 Interpretation...................................................6 ARTICLE II BASIS OF REINSURANCE Section 2.1 Cession..........................................................7 Section 2.2 Basis of Cession.................................................7 Section 2.3 Effect of Reinsured Contracts....................................7 Section 2.4 Renewal and Novation of Reinsured Contracts......................8 Section 2.5 Novation of Third Party Retrocession Contracts...................8 ARTICLE III PREMIUMS AND ALLOWANCES Section 3.1 Transfer.........................................................9 Section 3.2 Retrocedent's Payment Obligations...............................10 ARTICLE IV COMMISSIONS Section 4.1 Ceding Commission...............................................11 Section 4.2 Renewal Commission..............................................12 Section 4.3 Profit-Sharing Commission.......................................14 Section 4.4 Credits and Adjustments of Commissions..........................14 ARTICLE V ACCOUNTING AND REINSURANCE SETTLEMENT Section 5.1 Delivery of Accounting and Settlement Reports...................15 Section 5.2 Report of Allowances............................................15 Section 5.3 Payment of Amounts Indicated in Accounting and Settlement Reports.........................................................16 Section 5.4 Offset..........................................................16 ARTICLE VI RENEWAL RIGHTS Section 6.1 Renewal Rights..................................................17 ARTICLE VII REINSURED CONTRACT ADMINISTRATION Section 7.1 Administrative Services.........................................18 ARTICLE VIII OVERSIGHTS, ERRORS AND OMISSIONS Section 8.1 Continuing Liability............................................18 i {PAGE} ARTICLE IX INSOLVENCY Section 9.1 Insolvency......................................................18 Section 9.2 Notice of Pendency of Claim.....................................19 Section 9.3 Notice of Insolvency............................................19 ARTICLE X DURATION AND TERMINATION Section 10.1 Effective Date..................................................19 Section 10.2 Termination.....................................................20 ARTICLE XI DUTY OF COOPERATION Section 11.1 Full Cooperation................................................20 Section 11.2 Furnishing of Relevant Information..............................20 ARTICLE XII INDEMNIFICATION Section 12.1 Indemnification by Retrocessionaire.............................21 Section 12.2 Indemnification by Retrocedent..................................21 ARTICLE XIII REINSURANCE CREDIT AND SECURITY FOR REINSURED LIABILITIES Section 13.1 Reinsurance Credit..............................................21 Section 13.2 Security for Reinsured Liabilities..............................22 ARTICLE XIV ARBITRATION Section 14.1 Arbitration.....................................................22 ARTICLE XV MISCELLANEOUS PROVISIONS Section 15.1 Amendment, Modification and Waiver..............................23 Section 15.2 Entire Agreement................................................24 Section 15.3 Governing Law...................................................24 Section 15.4 Severability....................................................24 Section 15.5 Counterparts....................................................25 Section 15.6 Third Party Beneficiaries.......................................25 Section 15.7 Binding; Assignment.............................................25 Section 15.8 Descriptive Headings............................................26 Section 15.9 Reasonableness..................................................26 Section 15.10 Expenses........................................................26 Section 15.11 Survival........................................................26 Section 15.12 Notices.........................................................26 Section 15.13 Construction....................................................28 LIST OF EXHIBITS ii {PAGE} Exhibit A Administrative Services Agreement Exhibit B Assignment of Reinsurance Recoverables and Other Receivables iii {PAGE} LIST OF SCHEDULES Schedule 1.1(a) Third Party Retrocession Contracts iv {PAGE} THIS QUOTA SHARE RETROCESSION AGREEMENT (together with all Exhibits and Schedules hereto, the "Retrocession Agreement") is made as of May 16, 2002, by and between LaSalle Re Limited, a Bermuda insurance company ("Retrocedent"), and Endurance Specialty Insurance Ltd., a Bermuda insurance company ("Retrocessionaire"). WHEREAS, Trenwick Group Ltd., a Bermuda company and the parent company of Retrocedent, Retrocedent and Retrocessionaire have entered into a Transfer and Purchase Agreement, dated as of May 16, 2002 (the "Transfer and Purchase Agreement") pursuant to which Retrocessionaire will acquire certain of Retrocedent's right, title and interest in the property catastrophe reinsurance business on the terms and conditions set forth herein; WHEREAS, as part of such Transfer and Purchase Agreement, Retrocedent and Retrocessionaire have agreed to enter into this Retrocession Agreement pursuant to which Retrocedent will cede, and Retrocessionaire will assume, on a 100% quota share basis, certain of the liabilities and obligations arising out of Reinsured Contracts (as defined herein) issued by the Retrocedent; WHEREAS, the Retrocessionaire will administer certain aspects of the Reinsured Contracts and the Reinsured Liabilities (as defined herein) under the Administrative Services Agreement. NOW, THEREFORE, for and in consideration of the premises and the promises and the mutual agreements hereinafter set forth and set forth in the Administrative Services Agreement, the parties hereto, intending to be legally bound, covenant and agree as follows: {PAGE} ARTICLE I DEFINITIONS Section 1.1 Defined Terms. Capitalized and uncapitalized terms used but not defined herein and which are defined in the Transfer and Purchase 396748	Trenwick Group Trenwick Group Ltd. ( Property & Casualty Insurance ) As referenced in this Quota Share Retrocession Agreement: Trenwick Group Ltd – Agreement") is made as of May 16, 2002, by and between LaSalle Re Limited, a Bermuda insurance company ("Retrocedent"), and Endurance Specialty Insurance Ltd., a Bermuda insurance company ("Retrocessionaire"). WHEREAS, Trenwick Group Ltd ., a Bermuda company and the parent company of Retrocedent, Retrocedent and Retrocessionaire have entered into a Transfer and Purchase Agreement, dated as of May 16, 2002 (the "Transfer and _____________ dt 1020223 ; LaSalle Lasalle Re Holdings Ltd. ( Financial ) ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Quota Share Retrocession Agreement: Skadden, Arps – James Kroner Telephone: (441) 278-0430 Telecopy: (441) 278-0401 26 {PAGE} With a copy to (which shall not constitute notice to Retrocessionaire for purposes of this Section 15.12): Skadden, Arps , Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Attention: Robert J. Sullivan, Esq. Telephone: (212) 735-3000 Telecopy: (212) 735-2000 or to such other _____________ dt 1023775
Preview Full Doc	2001	Stop-Loss Reinsurance Agreement [Amendment No. 1] Stop-Loss Reinsurance Agreement [Amendment No. 1] (123K) Doc #416933: Click preview link for longer preview. AMENDMENT NUMBER ONE TO STOP-LOSS REINSURANCE AGREEMENT WHEREAS, Odyssey Reinsurance Corporation (formerly known as Skandia America Reinsurance Corporation) and Skandia Insurance Company Ltd (publ) ("Skandia") entered into a Stop-Loss Reinsurance Agreement, effective December 31, 1995 (the "Agreement"); and WHEREAS, Skandia assigned its rights and obligations under the Agreement to ORC Re Limited (the "Retrocessionaire") pursuant to a Final . . . 416933	CIGNA CIGNA Corp. ( Accident & Health Insurance ) As referenced in this Stop-Loss Reinsurance Agreement [Amendment No. 1]: CIGNA CORP – CALVERT INS CO xx24-0024-1994 8203 CALVERT INS CO KM75-0001-1995 8292 CASCADE NATIONAL INS CO [illegible]-0060-1995 8291 CHUBB INS CORP NJ [illegible]-0108-1994 8194 CIGNA CORP (GROUP) xx32-0022-1994 8182 CLARENDON NATL I C xx32-0022-1995 8182 CLARENDON NATL I C xx32-0023-1995 8160 CLARENDON NATL 1 C xx32-0027-1995 8245 _____________ dt 1664068 ; Citibank Citibank, NA As referenced in this Stop-Loss Reinsurance Agreement [Amendment No. 1]: Citibank, N.A. – existing under the laws of Sweden ("Grantor") (the "Stop-Loss Agreement"), and the Section 6.1 Trust Agreement, dated as of May 31, 1996, by and among Grantor, SARC, and Citibank, N.A. , a national banking association organized and existing under the laws of the United States (the "Trust Agreement"), and New York State Insurance Department Regulation No. 114, of the New _____________ dt 1616040 ;	Odyssey Re Odyssey Re Holdings Corp. ( Property & Casualty Insurance ) ; Cadwalader Cadwalader, Wickersham & Taft ( Legal ) As referenced in this Stop-Loss Reinsurance Agreement [Amendment No. 1]: Cadwalader, – hereto, and no party shall have any Claim against any other party except in relation to such clause. 6. COMPLETION 6.1 Completion shall take place at the offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, N.Y. 10038, five (5) New York business days following the date when the Conditions shall have been fulfilled or waived and _____________ Cadwalader, – as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit. 17.3 The Retrocessionaire appoints Cadwalader, Wickersham & Taft as its authorized agent to accept and acknowledge on its behalf valid and duly delivered service of any and all process which may be served in any _____________ Cadwalader, – 788 1000 Fax: 011 46 8 10 8693 or to such other address or person as such party shall have specified by notice to the other party. Parent hereby appoints Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, New York 10038 as its authorized agent to accept and acknowledge on its behalf valid and duly delivered service of any and _____________ dt 1664319
Full Doc	2003	Company Split-Dollar Insurance Agreement Company Split-Dollar Insurance Agreement (6K) Doc #474565: This document is immediately available for purchase, but does not have a preview available for viewing. 474565	Media General Media General, Inc. ( Printing & Publishing )
Preview Full Doc	2006	Coinsurance Agreement Coinsurance Agreement (50K) Doc #945097: Click preview link for longer preview. exv10w1 Exhibit 10.1 COINSURANCE AGREEMENT Between ANNUITY AND LIFE REASSURANCE AMERICA, INC., (referred to as the Company) and WILTON REASSURANCE COMPANY (referred to as the Retrocessionaire) Dated January 17, 2006 Effective June 30, 2005 . . . 945097	Drinker Biddle Drinker Biddle & Reath LLP ( Legal ) As referenced in this Coinsurance Agreement: Drinker, Biddle – each of: Annuity and Life Re (Holdings), Ltd. Cumberland House 1 Victoria Street Hamilton, Bermuda HM 11 Attention: Chief Executive Officer -14- Fax: (441) 296-7665 Robert C. Juelke, Esq. Drinker, Biddle & Reath LLP One Logan Square 18th and Cherry Streets Philadelphia, PA 19103-6996 Fax: (215) 988-2757 (ii) If to Retrocessionaire to: Wilton Reassurance Company 187 Danbury Road _____________ dt 1508351 ;	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Coinsurance Agreement: Sutherland Asbill – 203) 762-4445 With a concurrent copy to each of: Wilton Services, Inc. 187 Danbury Road Riverview Building, 3rd Floor Wilton, Connecticut 06897 Attention: General Counsel Fax: (203) 762-4445 Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., N.W. Washington, D.C., 20004 Attn: David A. Massey Fax: (202) 637-3593 Either party may change the names or addresses where _____________ dt 1529066
Preview Full Doc	2006	Coinsurance Agreement Coinsurance Agreement (46K) Doc #945099: Click preview link for longer preview. exv10w2 Exhibit 10.2 COINSURANCE AGREEMENT Between ANNUITY AND LIFE REASSURANCE, LTD., (referred to as the Company) and WILTON REINSURANCE BERMUDA LIMITED (referred to as the Retrocessionaire) Dated January 17, 2006 Effective June 30, 2005 . . . 945099	Drinker Biddle Drinker Biddle & Reath LLP ( Legal ) As referenced in this Coinsurance Agreement: Drinker, Biddle – to each of: Annuity and Life Re (Holdings), Ltd. Cumberland House 1 Victoria Street Hamilton, Bermuda HM 11 Attention: Chief Executive Officer Fax: (441) 296-7665 Robert C. Juelke, Esq. Drinker, Biddle & Reath LLP One Logan Square 18th and Cherry Streets Philadelphia, PA 19103-6996 Fax: (215) 988-2757 (ii) If to Retrocessionaire to: Wilton Reinsurance Bermuda Limited Par La _____________ dt 1508352 ;	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Coinsurance Agreement: Sutherland Asbill – 295-6821 With a concurrent copy to each of: Wilton Services, Inc. 187 Danbury Road Riverview Building, 3rd Floor -13- Wilton, Connecticut 06897 Attention: General Counsel Fax: (203) 762-4445 Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., N.W. Washington, D.C., 20004 Attn: David A. Massey Fax: (202) 637-3593 Either party may change the names or addresses where _____________ dt 1529067
Preview Full Doc	2003	Quota Share Retrocession Agreement Quota Share Retrocession Agreement (71K) Doc #981015: Click preview link for longer preview. QUOTA SHARE RETROCESSION AGREEMENT by and between HARTFORD FIRE INSURANCE COMPANY (the "Retrocedent") and ENDURANCE REINSURANCE CORPORATION OF AMERICA (the "Retrocessionaire") Dated as of May 15, 2003 <PAGE> INDEX OF EXHIBITS Exhibit A - Form of Cash Settlement Statement Exhibit B - Trust Agreement . . . 981015	Hartford Hartford Financial Services Group Inc. ( Property & Casualty Insurance ) As referenced in this Quota Share Retrocession Agreement: Hartford Financial Services Group, Inc – to: Hartford Fire Insurance Company Hartford Plaza Hartford Plaza Hartford Connecticut 06115-1900 Attention: General Counsel Telephone: (860) 547-5000 Facsimile: (860) 547-5714 with copies to: 21 The Hartford Financial Services Group, Inc . Hartford Plaza Hartford, Connecticut 06115-1900 Attention: General Counsel Telephone: (860) 547-5000 Facsimile: (860) 547-5714 and LeBoeuf, Lamb, Greene & MacRae, L.L.P. 125 West 55th Street _____________ dt 1412461 ; LeBoeuf Lamb LeBoeuf, Lamb, Greene & MacRae LLP ( Legal ) As referenced in this Quota Share Retrocession Agreement: LeBoeuf, Lamb, Greene & MacRae, L – 5714 with copies to: 21 The Hartford Financial Services Group, Inc. Hartford Plaza Hartford, Connecticut 06115-1900 Attention: General Counsel Telephone: (860) 547-5000 Facsimile: (860) 547-5714 and LeBoeuf, Lamb, Greene & MacRae, L .L.P. 125 West 55th Street New York, New York 10019-5389 Attention: Robert S. Rachofsky Telephone: (212) 424-8088 Facsimile: (212) 424-8500 (b) If to the Retrocessionaire, _____________ dt 1379626 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Quota Share Retrocession Agreement: Skadden, Arps – Endurance Reinsurance Corporation of America 333 Westchester Avenue White Plains, New York Attention: Emily Canelo, Esq. General Counsel Telephone: (914) 466-8000 Facsimile: (814) 997-0331 with a copy to: Skadden, Arps , Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Attention: Robert J. Sullivan Telephone: (212) 735-2930 Facsimile: (917) 777-2930 or to such other address _____________ dt 1431321
Preview Full Doc	2005	Insurance Agreement Insurance Agreement (116K) Doc #984719: Click preview link for longer preview. INSURANCE AGREEMENT Insurance Agreement Exhibit 10.4 MBIA INSURANCE CORPORATION, as Insurer AMERICREDIT MTN CORP. IV, as Seller AMERICREDIT FINANCIAL SERVICES, INC., Individually and as Servicer, Custodian and Seller AMERICREDIT MTN RECEIVABLES TRUST IV, as Debtor JPMORGAN CHASE BANK, as Collateral Agent and Securities Intermediary INSURANCE AGREEMENT $650,000,000 AmeriCredit MTN Receivables Trust IV Note Dated as of October 1, 2004 TABLE OF CONTENTS . . . 984719	Citibank Citibank, NA As referenced in this Insurance Agreement: Citibank, N.A. – otherwise requires, the rules and regulations thereunder, as amended. “Late Payment Rate” means, for any date of determination, the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change _____________ Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 2%. The Late Payment Rate shall be computed on the basis of a year of 365 days, calculating the actual number of days elapsed. In no event shall _____________ dt 1479009 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Insurance Agreement: McGraw-Hill Companies, Inc – termination or resignation of the Servicer, together with any amendment or supplement thereto. “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, “S&P” shall be _____________ dt 1516973 ; AmeriCredit AmeriCredit Corp. ( Consumer Financial Services ) As referenced in this Insurance Agreement: AmeriCredit Corp. – result, in an Event of Default. “Event of Default” means any event of default specified in Section 5.01 hereof. “Financial Statements” means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer. “Fiscal Agent” _____________ AmeriCredit Corp. – the Transaction Documents constitute the legal, valid and binding obligations of the Servicer, AmeriCredit, the Custodian, the Sellers or the Debtor, as applicable. (g) Financial Statements. The Financial Statements of AmeriCredit Corp. , copies of which have been furnished to the Insurer by AmeriCredit, (i) are, as of the dates and for the periods referred to therein, complete and correct in all _____________ AmeriCredit Corp. – are, as of the dates and for the periods referred to therein, complete and correct in all material respects, (ii) present fairly the financial condition and results of operations of AmeriCredit Corp. as of the dates and for the periods indicated and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied, except as noted therein (subject as _____________ AmeriCredit Corp. – therein (subject as to interim statements to normal year-end adjustments). Since the date of the most recent Financial Statements, there has been no Material Adverse Change in respect of AmeriCredit Corp. , the Custodian, AmeriCredit, the Sellers and the Servicer. Except as disclosed in the Financial Statements, AmeriCredit Corp., the Custodian, AmeriCredit, the Sellers and the Servicer are not subject to _____________ AmeriCredit Corp. – recent Financial Statements, there has been no Material Adverse Change in respect of AmeriCredit Corp., the Custodian, AmeriCredit, the Sellers and the Servicer. Except as disclosed in the Financial Statements, AmeriCredit Corp. , the Custodian, AmeriCredit, the Sellers and the Servicer are not subject to any contingent liabilities or commitments that, individually or in the aggregate, have a material possibility of causing _____________ dt 1548672 ;	Bank One Bank One, NA ( Financial ) As referenced in this Insurance Agreement: Bank One, NA – Hedging Arrangement. 4 “Tri-Party Remittance Processing Agreement” means the Tri-Party Remittance Processing Agreement dated as of October 1, 2004 among the Servicer, the Collateral Agent and Bank One, NA as Processor, as the same may be amended or supplemented from time to time in accordance with the terms thereof. “Trust Agreement” means the Amended and Restated _____________ dt 1374352 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Insurance Agreement: JPMORGAN CHASE BANK, – 4 MBIA INSURANCE CORPORATION, as Insurer AMERICREDIT MTN CORP. IV, as Seller AMERICREDIT FINANCIAL SERVICES, INC., Individually and as Servicer, Custodian and Seller AMERICREDIT MTN RECEIVABLES TRUST IV, as Debtor JPMORGAN CHASE BANK, as Collateral Agent and Securities Intermediary INSURANCE AGREEMENT $650,000,000 AmeriCredit MTN Receivables Trust IV Note Dated as of October 1, 2004 TABLE OF CONTENTS ARTICLE I DEFINITIONS _____________ JPMORGAN CHASE BANK, – the “Servicer”) and as Custodian (the “Custodian”), AMERICREDIT MTN RECEIVABLES TRUST IV, as Debtor (the “Debtor”), MBIA INSURANCE CORPORATION (the “Insurer”) and JPMORGAN CHASE BANK, as Collateral Agent (the “Collateral Agent”) and as Securities Intermediary (the “Securities Intermediary”). WHEREAS, pursuant to the Security Agreement dated as of October 1, 2004 _____________ JPMorgan Chase Bank, – 148; means the Internal Revenue Code of 1986, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time. “Collateral Agent” means JPMorgan Chase Bank, a New York banking corporation, as collateral agent under the Security Agreement, and any successor to the Collateral Agent under the Security Agreement. “Commission” means the Securities _____________ JPMorgan Chase Bank – Inc. 801 Cherry Street Suite 4000 Fort Worth, Texas 76102 Attention: Chief Financial Officer Telephone: (817) 302-7022 Telecopy: (817) 302-7942 (d) To the Collateral Agent and Securities Intermediary: JPMorgan Chase Bank 4 New York Plaza, 6th Floor New York, NY 10004 Attention: AmeriCredit MTN Receivables Trust IV Facsimile: (212) 623-5991 Confirmation: (212) 623-5416 (e) To the Debtor: AmeriCredit _____________ JPMORGAN CHASE BANK, – as Servicer, Custodian and Seller By: Title: AMERICREDIT MTN RECEIVABLES TRUST IV, as Debtor By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: Title: JPMORGAN CHASE BANK, as Collateral Agent and Securities Intermediary By: Title: _____________ dt 1405925 ; Dewey Ballantine Dewey Ballantine LLP ( Legal ) As referenced in this Insurance Agreement: Dewey Ballantine – any guarantor of such obligor and their respective successors. “Opinion Facts and Assumptions” means the facts and assumptions contained in the insolvency opinion dated October 1, 2004 by Dewey Ballantine LLP and the officer’s certificates attached as exhibits thereto insofar as they relate to AMTN, AmeriCredit and the Debtor. “Owner” shall have the meaning set _____________ Dewey Ballantine – form and substance acceptable to the Insurer and its counsel, regarding the corporate existence and authority of AmeriCredit, the Servicer, each Seller and the Custodian. (ii) The law firm of Dewey Ballantine LLP shall have issued its favorable opinion, in form and substance acceptable to the Insurer and its counsel, regarding the enforceability and validity of the Transaction Documents against AmeriCredit, _____________ Dewey Ballantine – its counsel, regarding the statutory trust existence and authority of the Debtor and the validity and the enforceability of the Trust Agreement against the Debtor. (iv) The law firm of Dewey Ballantine LLP shall have furnished its opinions, in form and substance acceptable to the Insurer and its counsel, regarding the sale of the Receivables, certain matters with respect to perfection _____________ dt 1329379
Preview Full Doc	2004	Coinsurance Agreement Coinsurance Agreement (267K) Doc #1001999: Click preview link for longer preview. between CITIZENS INSURANCE COMPANY OF AMERICA Denver, Colorado and TEXAS INTERNATIONAL LIFE INSURANCE COMPANY Austin, Texas COINSURANCE AGREEMENT <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page . . . 1001999	Citizens Citizens, Inc. ( Life Insurance ) As referenced in this Coinsurance Agreement: "CITIZENS, INC – in writing, the Reinsurer has not acquired by means of this Agreement, the Reinsurance Agreements or the Services Agreement or by any other means, the right to use the name, "CITIZENS, INC . GROUP", "CITIZENS INSURANCE COMPANY OF AMERICA", "CITIZENS USA LIFE INSURANCE COMPANY", "CITIZENS NATIONAL LIFE INSURANCE COMPANY OF ILLINOIS", "COMBINED UNDERWRITERS LIFE INSURANCE COMPANY", "EXCALIBUR INSURANCE CORPORATION", "FIRST ALLIANCE INSURANCE _____________ dt 1537338 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Coinsurance Agreement: Bank of New York – the United States, for the purposes and according to the provisions herein. Trustee is authorized and instructed to utilize the book-entry system for securities maintained at The Federal Reserve Bank of New York (the "Book-Entry System"), depositories such as the Depository Trust Company and Participants Trust Company ("Depositories") and the receipt and delivery of physical certificates or any combination thereof in _____________ dt 1585671 ;	Wells Fargo Bank Wells Fargo Bank, NA ( Financial ) As referenced in this Coinsurance Agreement: Wells Fargo Bank N – Company with additional security for the performance by the Reinsurer of its obligations under this Agreement, the Reinsurer shall establish and maintain a custodial or trust account ("Trust Account") at Wells Fargo Bank N .A., Austin, Texas, (the "Trustee"),at the sole cost and expense of the Reinsurer, and shall, on the Closing Date, enter into a certain trust agreement with the Company _____________ WELLS FARGO BANK, N – on, the Coinsured Policies. 12 REINSURANCE TRUST AGREEMENT by and among TEXAS INTERNATIONAL LIFE INSURANCE COMPANY of Austin, Texas and CITIZENS INSURANCE COMPANY OF AMERICA of Denver, Colorado and WELLS FARGO BANK, N .A. of Austin, Texas REINSURANCE TRUST AGREEMENT THIS REINSURANCE TRUST AGREEMENT, dated as of the date set forth below (the "Agreement"), by and among TEXAS INTERNATIONAL LIFE INSURANCE _____________ WELLS FARGO BANK, N – the laws of the State of Texas (the "Grantor"), CITIZENS INSURANCE COMPANY OF AMERICA , a corporation organized and existing under the laws of the State of Colorado (the "Beneficiary"), and WELLS FARGO BANK, N .A., a national banking association operating in the State of Texas (the "Trustee"), which is a member of the Federal Reserve System. W I T N E S S _____________ WELLS FARGO BANK, N – 6300 Bridgepoint Parkway, Suite 340 ------------------------------ Austin, Texas 78730 Larry J. Doze, President BENEFICIARY Address for Notice CITIZENS INSURANCE COMPANY By: /s/ Mark Oliver ------------------------------ Mark Oliver, President TRUSTEE Address for Notice WELLS FARGO BANK, N .A. By: /s/ Wells Fargo Bank ------------------------------ Title: --------------------------- 8 _____________ dt 1433172 ; Winstead Winstead Sechrest & Minick ( Legal ) As referenced in this Coinsurance Agreement: Winstead Sechrest – Bridgepoint Parkway, Suite 340 Austin, TX 78730 Attention: Larry J. Doze, President FAX No.: (512) 342-1892 With a copy to (which shall not constitute notice): David D. Knoll, Esq. Winstead Sechrest & Minick, P.C. 910 Travis St., Suite 2400 Houston, TX 77002-5895 FAX No.: (713) 650-2400 Either party may change the names or addresses where notice is to _____________ dt 1382196
Preview Full Doc	2004	Coinsurance Agreement Coinsurance Agreement (262K) Doc #1002000: Click preview link for longer preview. between COMBINED UNDERWRITERS LIFE INSURANCE COMPANY Austin, Texas and TEXAS INTERNATIONAL LIFE INSURANCE COMPANY Austin, Texas COINSURANCE AGREEMENT <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page . . . 1002000	Citizens Citizens, Inc. ( Life Insurance ) As referenced in this Coinsurance Agreement: "CITIZENS, INC – in writing, the Reinsurer has not acquired by means of this Agreement, the Reinsurance Agreements or the Services Agreement or by any other means, the right to use the name, "CITIZENS, INC . GROUP", "CITIZENS INSURANCE COMPANY OF AMERICA", "CITIZENS USA LIFE INSURANCE COMPANY", "CITIZENS NATIONAL LIFE INSURANCE COMPANY OF ILLINOIS", "COMBINED UNDERWRITERS LIFE INSURANCE COMPANY", "EXCALIBUR INSURANCE CORPORATION", "FIRST ALLIANCE INSURANCE _____________ dt 1537339 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Coinsurance Agreement: Bank of New York – the United States, for the purposes and according to the provisions herein. Trustee is authorized and instructed to utilize the book-entry system for securities maintained at The Federal Reserve Bank of New York (the "Book-Entry System"), depositories such as the Depository Trust Company and Participants Trust Company ("Depositories") and the receipt and delivery of physical certificates or any combination thereof in _____________ dt 1585672 ;	Wells Fargo Bank Wells Fargo Bank, NA ( Financial ) As referenced in this Coinsurance Agreement: Wells Fargo Bank N – Company with additional security for the performance by the Reinsurer of its obligations under this Agreement, the Reinsurer shall establish and maintain a custodial or trust account ("Trust Account") at Wells Fargo Bank N .A., Austin, Texas, (the "Trustee"),at the sole cost and expense of the Reinsurer, and shall, on the Closing Date, enter into a certain trust agreement with the Company _____________ WELLS FARGO BANK, N – on, the Coinsured Policies. 12 REINSURANCE TRUST AGREEMENT by and among TEXAS INTERNATIONAL LIFE INSURANCE COMPANY of Austin, Texas and COMBINED UNDERWRITERS LIFE INSURANCE COMPANY of Austin, Texas and WELLS FARGO BANK, N .A. of Austin, Texas REINSURANCE TRUST AGREEMENT THIS REINSURANCE TRUST AGREEMENT, dated as of the date set forth below (the "Agreement"), by and among TEXAS INTERNATIONAL LIFE INSURANCE _____________ WELLS FARGO BANK, N – the laws of the State of Texas (the "Grantor"), COMBINED UNDERWRITERS LIFE INSURANCE COMPANY , a corporation organized and existing under the laws of the State of Texas (the "Beneficiary"), and WELLS FARGO BANK, N .A., a national banking association operating in the State of Texas (the "Trustee"), which is a member of the Federal Reserve System. W I T N E S S _____________ WELLS FARGO BANK, N – Parkway, Suite 340 --------------------------------- Austin, Texas 78730 Larry J. Doze, President BENEFICIARY Address for Notice COMBINED UNDERWRITERS LIFE INSURANCE COMPANY By: /s/ Mark Oliver --------------------------------- Mark Oliver, President TRUSTEE Address for Notice WELLS FARGO BANK, N .A. By: /s/ Wells Fargo --------------------------------- Title: ------------------------------ 8 _____________ dt 1433173 ; Winstead Winstead Sechrest & Minick ( Legal ) As referenced in this Coinsurance Agreement: Winstead Sechrest – Bridgepoint Parkway, Suite 340 Austin, TX 78730 Attention: Larry J. Doze, President FAX No.: (512) 342-1892 With a copy to (which shall not constitute notice): David D. Knoll, Esq. Winstead Sechrest & Minick, P.C. 910 Travis St., Suite 2400 Houston, TX 77002-5895 FAX No.: (713) 650-2400 Either party may change the names or addresses where notice is to _____________ dt 1382197
Preview Full Doc	2005	Coinsurance Agreement Coinsurance Agreement (69K) Doc #1045706: Click preview link for longer preview. <DESCRIPTION>COINSURANCE AGREEMENT <TEXT> ================================================================================ COINSURANCE AGREEMENT between SECURITY LIFE OF DENVER INSURANCE COMPANY (referred to as the Company) and SCOTTISH RE (U.S.), INC. ( . . . 1045706	SRG Scottish Re Group Ltd. ( Life Insurance ) As referenced in this Coinsurance Agreement: Scottish Re Group Limited – a Delaware-domiciled life insurance company (the "Reinsurer"). WHEREAS, the Company, Security Life of Denver International Limited, a Bermuda insurance company ("SLDI" and, together with the Company, the "Sellers"), and Scottish Re Group Limited ("Purchaser"), the indirect parent corporation of Reinsurer, Newco and the Reinsurer, have entered into an Asset Purchase Agreement, dated as of October 17, 2004 (the "Asset Purchase Agreement"), pursuant _____________ Scottish Re Group Limited, – State of Colorado. "Scottish Annuity & Life" means Scottish Annuity & Life Insurance Company (Cayman) Ltd., a company organized under the laws of the Cayman Islands. "Scottish Re Group" means Scottish Re Group Limited, a holding company organized under the laws of the Cayman Islands. "Triggering Event" means any of the following occurrences: (i) the existence of an insolvency, rehabilitation, conservation or comparable _____________ dt 1380492 ;	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Coinsurance Agreement: Sutherland Asbill – concurrent copy to: B. Scott Burton Corporate General Counsel ING North America Insurance Corporation 5780 Powers Ferry Road NW Atlanta, GA 30327 and <PAGE> David A. Massey, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., NW Washington, DC 20004-2415 To Reinsurer: Scottish Re (U.S), Inc. 13840 Ballantyne Corporate Place, Suite 500 Charlotte, NC 28277 Attention: General _____________ dt 1529073
Preview Full Doc	2005	Retrocession Agreement Retrocession Agreement (49K) Doc #1045710: Click preview link for longer preview. <DESCRIPTION>RETROCESSION AGREEMENT <TEXT> RETROCESSION AGREEMENT (the "Agreement") between SCOTTISH RE (U.S.), INC. Charlotte, North Carolina (the "Reinsurer") and SECURITY LIFE OF DENVER INSURANCE COMPANY . . . 1045710	SRG Scottish Re Group Ltd. ( Life Insurance ) As referenced in this Retrocession Agreement: Scottish Re Group Limited – a Delaware-domiciled life insurance company (the "Reinsurer"). WHEREAS, the Retrocessionaire, Security Life of Denver International Limited, a Bermuda insurance company ("SLDI" and, together with the Retrocessionaire, the "Sellers"), and Scottish Re Group Limited (the "Purchaser"), the indirect parent corporation of the Reinsurer, Newco and the Reinsurer, have entered into an Asset Purchase Agreement, dated as of October 17, 2004 (the "Asset Purchase _____________ Scottish Re Group Limited – Related Agreements (as such term is defined in the Asset Purchase Agreement and that certain confidentiality agreement dated May 4, 2004 by and between ING America Insurance Holdings, Inc. and Scottish Re Group Limited and other documents delivered pursuant hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements understanding negotiations, discussions, whether _____________ Scottish Re Group Limited – NW Washington, DC 20004-2415 if to the Reinsurer: Scottish Re (U.S.), Inc. 13840 Ballantyne Corporate Place, Suite 500 Charlotte, NC 28277 Attention: General Counsel with a copy to: Scottish Re Group Limited Crown House, Third Floor 4 Par-la-Ville Road Hamilton, HM 12 BERMUDA Attention: General Counsel and a copy to: LeBoeuf, Lamb, Greene & MacRae, L.L.P. 125 _____________ dt 1380493 ;	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Retrocession Agreement: Sutherland Asbill – GA 30327 with a copy to: B. Scott Burton Corporate General Counsel ING North America Insurance Corporation 5780 Powers Ferry Road NW Atlanta, GA 30327 and David A. Massey, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., NW Washington, DC 20004-2415 if to the Reinsurer: Scottish Re (U.S.), Inc. 13840 Ballantyne Corporate Place, Suite 500 Charlotte, NC 28277 _____________ dt 1529074
Preview Full Doc	2005	Retrocession Agreement Retrocession Agreement (48K) Doc #1045712: Click preview link for longer preview. <DESCRIPTION>RETROCESSION AGREEMENT <TEXT> RETROCESSION AGREEMENT (the "Agreement") between SCOTTISH RE LIFE (BERMUDA) LIMITED Bermuda (the "Reinsurer") and SECURITY LIFE OF DENVER INSURANCE COMPANY . . . 1045712	SRG Scottish Re Group Ltd. ( Life Insurance ) As referenced in this Retrocession Agreement: Scottish Re Group Limited – a Bermuda-domiciled life insurance company (the "Reinsurer"). WHEREAS, the Retrocessionaire, Security Life of Denver International Limited, a Bermuda insurance company ("SLDI" and, together with the Retrocessionaire, the "Sellers"), and Scottish Re Group Limited (the "Purchaser"), the indirect parent corporation of the Reinsurer, Scottish Re (U.S.), Inc. and the Reinsurer, have entered into an Asset Purchase Agreement, dated as of October 17, _____________ Scottish Re Group Limited – Related Agreements (as such term is defined in the Asset Purchase Agreement and that certain confidentiality agreement dated May 4, 2004 by and between ING America Insurance Holdings, Inc. and Scottish Re Group Limited and other documents delivered pursuant hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements understanding negotiations, discussions, whether _____________ dt 1380494 ;	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Retrocession Agreement: Sutherland Asbill – GA 30327 with a copy to: B. Scott Burton Corporate General Counsel ING North America Insurance Corporation 5780 Powers Ferry Road NW Atlanta, GA 30327 and David A. Massey, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., NW Washington, DC 20004-2415 if to the Reinsurer: Scottish Re Life (Bermuda) Limited Crown House, Third Floor 4 Par-la-Ville Road _____________ dt 1529075
Preview Full Doc	2005	Coinsurance Agreement Coinsurance Agreement (70K) Doc #1045718: Click preview link for longer preview. <DESCRIPTION>COINSURANCE AGREEMENT <TEXT> ================================================================================ COINSURANCE AGREEMENT between SECURITY LIFE OF DENVER INTERNATIONAL LIMITED (referred to as the Company) and SCOTTISH RE LIFE (BERMUDA) LIMITED . . . 1045718	SRG Scottish Re Group Ltd. ( Life Insurance ) As referenced in this Coinsurance Agreement: Scottish Re Group Limited – Bermuda-domiciled life insurance company (the "Reinsurer"). WHEREAS, the Company, Security Life of Denver Insurance Company, a Colorado-domiciled insurance company ("SLD" and, together with the Company, the "Sellers"), and Scottish Re Group Limited ("Purchaser"), the indirect parent corporation of Reinsurer, the Reinsurer, and Scottish Re (U.S.), Inc., have entered into an Asset Purchase Agreement, dated as of October 17, 2004 (the " _____________ Scottish Re Group Limited, – financial statement credit. "Scottish Annuity & Life" means Scottish Annuity & Life Insurance Company (Cayman) Ltd., a company organized under the laws of the Cayman Islands. "Scottish Re Group" means Scottish Re Group Limited, a holding company organized under the laws of the Cayman Islands. "Shortfall Amount" has the meaning set forth in Section 9.4 of this Agreement. "Triggering Event" means any _____________ dt 1380496 ;	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Coinsurance Agreement: Sutherland Asbill – copy to: B. Scott Burton Corporate General Counsel 15 <PAGE> ING North America Insurance Corporation 5780 Powers Ferry Road NW Atlanta, GA 30327 and David A. Massey, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., NW Washington, DC 20004-2415 To the Reinsurer: Scottish Re Life (Bermuda) Limited Crown House, Third Floor 4 Par-la-ville Road Hamilton _____________ dt 1529077
Preview Full Doc	2002	Insurance Agreement Insurance Agreement (153K) Doc #1075843: Click preview link for longer preview. 5 dex106.htm INSURANCE AGREEMENT Prepared by R.R. Donnelley Financial -- Insurance Agreement Table of Contents INSURANCE AGREEMENT among AMBAC ASSURANCE CORPORATION as Insurer, MONY HOLDINGS, LLC as Issuer, THE MONY GROUP INC. for the limited purposes set forth herein, MONY LIFE INSURANCE COMPANY for the limited purposes set forth herein and BANK ONE TRUST COMPANY, N.A. as Indenture Trustee MONY Holdings, LLC $300,000,000 Series A Floating Rate Insured Notes due January 21, 2017 Additional Floating Rate . . . 1075843	Citibank Citibank, NA As referenced in this Insurance Agreement: Citibank, N.A. – Surplus and Related Assets attached to the Indenture as Exhibit D thereto. “Late Payment Rate” means the prime lending rate of interest announced from time to time by Citibank, N.A. , plus 2% per annum. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In no _____________ dt 1479222 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Insurance Agreement: McGraw-Hill Companies, Inc – of the date hereof among the Issuer, the Initial Purchasers and MONY Life. “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such division shall for any reason no longer perform the functions of a securities rating agency, “S&P” shall be _____________ dt 1517156 ;	MONY Group MONY Group Inc. ( Life Insurance ) As referenced in this Insurance Agreement: MONY GROUP INC – Prepared by R.R. Donnelley Financial -- Insurance Agreement Table of Contents INSURANCE AGREEMENT among AMBAC ASSURANCE CORPORATION as Insurer, MONY HOLDINGS, LLC as Issuer, THE MONY GROUP INC . for the limited purposes set forth herein, MONY LIFE INSURANCE COMPANY for the limited purposes set forth herein and BANK ONE TRUST COMPANY, N.A. as Indenture Trustee MONY _____________ MONY GROUP INC – and among AMBAC ASSURANCE CORPORATION, as the insurer (together with its successors and permitted assigns, the “Insurer”), MONY HOLDINGS, LLC, as the issuer (the “Issuer”), THE MONY GROUP INC ., solely for the limited purposes set forth herein (“MONY Group”), MONY LIFE INSURANCE COMPANY, solely for the limited purposes set forth herein (“MONY Life”), and _____________ MONY Group Inc – or security afforded under the Transaction Documents or Subsequent Transaction Documents other than a change caused by an act or omission of the Insurer. “MONY Group” means The MONY Group Inc ., a Delaware corporation, its successors and permitted assigns. “MONY Life” means MONY Life Insurance Company, a New York stock life insurance company, its successors and permitted assigns. &# _____________ MONY Group Inc – 708-2080 with copy to: Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 Attention: Jeff S. Liebmann Telecopier No.: (212) 259-6333 To MONY Group: MONY Group Inc . 1740 Broadway New York, New York 10019 Attention: General Counsel Telecopier No.: (212) 708-2080 with copy to: Dewey Ballantine LLP 1301 Avenue of the Americas New York, New _____________ MONY GROUP INC – above written. AMBAC ASSURANCE CORPORATION By: /s/ MICHAEL SCHOZER Name: Michael Schozer Title: M.D. MONY HOLDINGS, LLC By: /s/ RICHARD DADDARIO Name: Richard Daddario Title: Chief Financial Officer THE MONY GROUP INC ., solely for the limited purposes set forth herein By: /s/ BART SCHWARTZ Name: Bart Schwartz Title: Senior Vice President and General Counsel MONY LIFE INSURANCE COMPANY, solely for the _____________ dt 1532935 ; Dewey Ballantine Dewey Ballantine LLP ( Legal ) As referenced in this Insurance Agreement: Dewey Ballantine – a party on the Initial Closing, in each case in form and substance reasonably acceptable to the Insurer and its counsel, including but not limited to the legal opinion of Dewey Ballantine LLP, as counsel to the Issuer, to the effect that a bankruptcy court of competent jurisdiction would not order the substantive consolidation of MONY Group and the Issuer. (i) _____________ Dewey Ballantine – 212) 797-5725 To the Issuer: MONY Holdings, LLC 1740 Broadway New York, New York 10019 Attention: General Counsel of MONY Life Telecopier No.: (212) 708-2080 with copy to: Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 Attention: Jeff S. Liebmann Telecopier No.: (212) 259-6333 To MONY Group: MONY Group Inc. 1740 Broadway New _____________ Dewey Ballantine – Liebmann Telecopier No.: (212) 259-6333 To MONY Group: MONY Group Inc. 1740 Broadway New York, New York 10019 Attention: General Counsel Telecopier No.: (212) 708-2080 with copy to: Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 Attention: Jeff S. Liebmann Telecopier No.: (212) 259-6333 47 Table of Contents To MONY Life: MONY Life _____________ Dewey Ballantine – 6333 47 Table of Contents To MONY Life: MONY Life Insurance Company 1740 Broadway New York, New York 10019 Attention: General Counsel Telecopier No.: (212) 708-2080 with copy to: Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 Attention: Jeff S. Liebmann Telecopier No.: (212) 259-6333 To the Indenture Trustee: Bank One Trust Company, N. _____________ dt 1329432
Preview Full Doc	2002	Quota Share Retrocession Agreement Quota Share Retrocession Agreement (56K) Doc #1084007: Click preview link for longer preview. BY AND BETWEEN LASALLE RE LIMITED (as Retrocedent) and ENDURANCE SPECIALTY INSURANCE LTD. (as Retrocessionaire) dated May 16, 2002 <PAGE> QUOTA SHARE RETROCESSION AGREEMENT TABLE OF CONTENTS Page . . . 1084007	Trenwick Group Trenwick Group Ltd. ( Property & Casualty Insurance ) As referenced in this Quota Share Retrocession Agreement: Trenwick Group Ltd – Agreement") is made as of May 16, 2002, by and between LaSalle Re Limited, a Bermuda insurance company ("Retrocedent"), and Endurance Specialty Insurance Ltd., a Bermuda insurance company ("Retrocessionaire"). WHEREAS, Trenwick Group Ltd ., a Bermuda company and the parent company of Retrocedent, Retrocedent and Retrocessionaire have entered into a Transfer and Purchase Agreement, dated as of May 16, 2002 (the "Transfer and _____________ dt 1317581 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Quota Share Retrocession Agreement: Skadden, Arps – James Kroner Telephone: (441) 278-0430 Telecopy: (441) 278-0401 26 With a copy to (which shall not constitute notice to Retrocessionaire for purposes of this Section 15.12): Skadden, Arps , Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Attention: Robert J. Sullivan, Esq. Telephone: (212) 735-3000 Telecopy: (212) 735-2000 or to such other _____________ dt 1431491
Preview Full Doc	2004	Split-Dollar Insurance Agreement Split-Dollar Insurance Agreement (16K) Doc #1430587: Click preview link for longer preview. SPLIT-DOLLAR INSURANCE AGREEMENT This Split-Dollar Insurance Agreement (this "Agreement") is made and entered into as of the 17th day of January, 1997, by and between BUCA, INC., a Minnesota corporation (hereinafter referred to as the "Corporation"), and JOSEPH P. MICATROTTO ("Employee"). WITNESSETH: WHEREAS, Employee is employed by the Corporation; and WHEREAS, the Employee has purchased and is the owner of a life insurance policy on the life of the Employee (hereinafter . . . 1430587	Buca Buca Inc /Mn ; BUCA, Inc. BUCA, Inc. ( Restaurants ) As referenced in this Split-Dollar Insurance Agreement: BUCA, INC – Exhibit 10.6 SPLIT-DOLLAR INSURANCE AGREEMENT This Split-Dollar Insurance Agreement (this "Agreement") is made and entered into as of the 17th day of January, 1997, by and between BUCA, INC ., a Minnesota corporation (hereinafter referred to as the "Corporation"), and JOSEPH P. MICATROTTO ("Employee"). WITNESSETH: WHEREAS, Employee is employed by the Corporation; and WHEREAS, the Employee has purchased and _____________ BUCA, INC – Minnesota. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate, as of the date and year first above written, which shall be the effective date hereof. "Corporation" BUCA, INC ., a Minnesota corporation By /s/ Peter J. Mihajlov ------------------------------------ Its Treasurer -------------------------- "Employee" By /s/ Joseph P. Micatrotto ------------------------------------ Upon the expiration of this Agreement in December 2001, the parties orally agreed _____________ dt 1467360 ;	BUCA, Inc. BUCA, Inc. ( Apparel ) As referenced in this Split-Dollar Insurance Agreement: BUCA, INC – Exhibit 10.6 SPLIT-DOLLAR INSURANCE AGREEMENT This Split-Dollar Insurance Agreement (this "Agreement") is made and entered into as of the 17th day of January, 1997, by and between BUCA, INC ., a Minnesota corporation (hereinafter referred to as the "Corporation"), and JOSEPH P. MICATROTTO ("Employee"). WITNESSETH: WHEREAS, Employee is employed by the Corporation; and WHEREAS, the Employee has purchased and _____________ BUCA, INC – Minnesota. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate, as of the date and year first above written, which shall be the effective date hereof. "Corporation" BUCA, INC ., a Minnesota corporation By /s/ Peter J. Mihajlov ------------------------------------ Its Treasurer -------------------------- "Employee" By /s/ Joseph P. Micatrotto ------------------------------------ Upon the expiration of this Agreement in December 2001, the parties orally agreed _____________ dt 1473465
Preview Full Doc	2005	Insurance Agreement Insurance Agreement (144K) Doc #1480709: Click preview link for longer preview. MBIA INSURANCE CORPORATION, as Insurer AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-B-M, as Issuer AMERICREDIT FINANCIAL SERVICES, INC., Individually, as Custodian and as Servicer AFS SENSUB CORP., as Seller WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee, as Trust Collateral Agent, as Collateral Agent and Backup Servicer INSURANCE AGREEMENT $1,350,000,000 AmeriCredit Automobile Receivables Trust 2005-B-M Automobile Receivables Backed Notes $239,000,000 Class A-1 Notes $375,000,000 Class A-2 Notes $430,000,000 Class A-3 Notes $306,000,000 Class A-4 Notes . . . 1480709	Americredit Automobile Receivables Trust 2005-B-M Americredit Automobile Receivables Trust 2005-B-M ; Citibank Citibank, NA As referenced in this Insurance Agreement: Citibank, N.A. – the context otherwise requires, the rules and regulations thereunder, as amended. Late Payment Rate means, for any date of determination, the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change _____________ Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 2%. The Late Payment Rate shall be computed on the basis of a year of 365 days, calculating the actual number of days elapsed. In no event shall _____________ dt 1479969 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Insurance Agreement: McGraw-Hill Companies, Inc – including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time. S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to _____________ dt 1517839 ;	AmeriCredit AmeriCredit Corp. ( Consumer Financial Services ) As referenced in this Insurance Agreement: AmeriCredit Corp. – to the Collateral Agent under the Spread Account Agreement. Commission means the Securities and Exchange Commission. Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any _____________ AmeriCredit Corp. – Commission. Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any third party; provided, however, that Corporate Liquidity Pool shall not include any restricted cash balances. _____________ AmeriCredit Corp. – which results, or which with the giving of notice or the lapse of time or both would result, in an Insurance Agreement Event of Default. EBITDA means, with respect to AmeriCredit Corp. , GAAP earnings before interest, taxes, depreciation, and amortization. Financial Statements means, with respect to AmeriCredit Corp., the consolidated balance sheets and the statements of income, retained earnings and cash _____________ AmeriCredit Corp. – would result, in an Insurance Agreement Event of Default. EBITDA means, with respect to AmeriCredit Corp., GAAP earnings before interest, taxes, depreciation, and amortization. Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer. Fiscal Agent means the _____________ AmeriCredit Corp. – time in accordance with the terms thereof. 2 Insurance Agreement Event of Default means any event of default specified in Section 5.01 hereof. Interest Expense means with respect to AmeriCredit Corp. and for any period, AmeriCredit Corp.s interest expense during such period for money borrowed (exclusive of any such interest expense on any off-balance sheet securitizations or warehouse _____________ dt 1548702 ; Bank One Bank One, NA ( Financial ) As referenced in this Insurance Agreement: Bank One, NA – of November 5, 2003, among AmeriCredit Master Trust, a Delaware statutory trust, AmeriCredit Funding Corp. VII, a Delaware corporation, AmeriCredit and JP Morgan Chase Bank (as successor in interests to Bank One, NA ) as amended or supplemented, and any replacement warehouse facility. Moodys means Moodys Investors Service, Inc., a Delaware corporation, and any successor thereto, and, if such corporation shall for any _____________ dt 1374736 ; More...
Preview Full Doc	2005	Insurance Agreement Insurance Agreement (158K) Doc #1480798: Click preview link for longer preview. XL CAPITAL ASSURANCE INC., as Insurer AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-A-X, as Issuer AMERICREDIT FINANCIAL SERVICES, INC. Individually, as Custodian and as Servicer AFS SENSUB CORP., as Seller WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee, as Trust Collateral Agent, as Collateral Agent and as Backup Servicer, INSURANCE AGREEMENT $900,000,000 AmeriCredit Automobile Receivables Trust 2005-A-X Automobile Receivables Backed Notes $164,000,000 Class A-1 Notes $258,000,000 Class A-2 Notes . . . 1480798	Americredit Automobile Receivables Trust 2005-A-X Americredit Automobile Receivables Trust 2005-A-X ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Insurance Agreement: McGraw-Hill Companies, Inc – evidence or perfect the security interest of the Trust Collateral Agent for the benefit of the Issuer Secured Parties. S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to _____________ dt 1517843 ; AmeriCredit AmeriCredit Corp. ( Consumer Financial Services ) As referenced in this Insurance Agreement: AmeriCredit Corp. – to the collateral agent under the Spread Account Agreement. Commission means the Securities and Exchange Commission. Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest; provided, that _____________ AmeriCredit Corp. – Commission. Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest; provided, that Corporate Liquidity Pool shall not include any restricted cash balances. Date of Issuance means the _____________ AmeriCredit Corp. – which results, or which with the giving of notice or the lapse of time or both would result, in an Insurance Agreement Event of Default. EBITDA means, with respect to AmeriCredit Corp. , GAAP earnings before interest, taxes, depreciation, and amortization. Financial Statements means, with respect to AmeriCredit Corp., the consolidated balance sheets and the statements of income, retained earnings and cash _____________ AmeriCredit Corp. – would result, in an Insurance Agreement Event of Default. EBITDA means, with respect to AmeriCredit Corp., GAAP earnings before interest, taxes, depreciation, and amortization. Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer. Indemnification Agreement means the _____________ AmeriCredit Corp. – any event of default specified in Section 5.01 hereof. Insurer Default has the meaning set forth in the Sale and Servicing Agreement. 2 Interest Expense means with respect to AmeriCredit Corp. and for any period, AmeriCredit Corp.s interest expense during such period for money borrowed (exclusive of any such interest expense on any off-balance sheet securitizations or warehouse _____________ dt 1548704 ;	CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Insurance Agreement: Credit Suisse First Boston LLC – of 1939, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time. Underwriters means Wachovia Capital Markets, LLC, JP Morgan Securities Inc., and Credit Suisse First Boston LLC , Deutsche Bank Securities Inc., and Lehman Brothers Inc. Underwriting Agreement means the Underwriting Agreement between the Underwriters and the Seller with respect to the offer and sale of the _____________ dt 1351580 ; Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Insurance Agreement: Deutsche Bank Securities Inc – context otherwise requires, the rules and regulations thereunder, as amended from time to time. Underwriters means Wachovia Capital Markets, LLC, JP Morgan Securities Inc., and Credit Suisse First Boston LLC, Deutsche Bank Securities Inc ., and Lehman Brothers Inc. Underwriting Agreement means the Underwriting Agreement between the Underwriters and the Seller with respect to the offer and sale of the Obligations, as the same _____________ dt 1377301 ; More...
Preview Full Doc	2006	Insurance Agreement Insurance Agreement (94K) Doc #1646129: Click preview link for longer preview. INSURANCE AGREEMENT Among MBIA INSURANCE CORPORATION, as Insurer, HERTZ VEHICLE FINANCING LLC, as Issuer, and BNY MIDWEST TRUST COMPANY, as Trustee $500,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-1 $275,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-2 $100,000,000 Series 2005-1 5.010% Rental Car Asset Backed Notes, Class A-3 $1,150,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-4 $125,000,000 Series 2005-1 5.080% Rental Car Asset Backed Notes, . . . 1646129	Citibank Citibank, NA As referenced in this Insurance Agreement: Citibank, N.A. – thereunder, as amended. Issuer Organizational Document means the HVF LLC Agreement. Late Payment Rate means, for any date of determination, the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change _____________ Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 2%. The Late Payment Rate shall be computed on the basis of a year of 365 days calculating the actual number of days elapsed. In no event shall _____________ dt 1480194 ; Hertz Hertz Corp ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Insurance Agreement: McGraw-Hill Companies, Inc – dated as of December 21, 2005 among The Hertz Corporation, Hertz General Interest LLC and Hertz Vehicle Financing LLC. S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such division shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to _____________ dt 1518204 ;	GS Credit Goldman Sachs Credit Partners LP ( Financial ) As referenced in this Insurance Agreement: Goldman Sachs Credit Partners L. – time in accordance with its terms. Indenturemeans the Base Indenture together with the Supplement. Initial Purchasers means Lehman Brothers Inc., Deutsche Bank AG, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Credit Partners L. P. and J.P. Morgan Securities Inc. Insurance Agreement means this agreement. Insurer means MBIA. Issuer means Hertz Vehicle Financing LLC. Interest Rate Hedge Agreement shall have the meaning ascribed _____________ dt 1553169 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Insurance Agreement: J.P. Morgan Securities Inc – the Base Indenture together with the Supplement. Initial Purchasers means Lehman Brothers Inc., Deutsche Bank AG, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Credit Partners L.P. and J.P. Morgan Securities Inc . Insurance Agreement means this agreement. Insurer means MBIA. Issuer means Hertz Vehicle Financing LLC. Interest Rate Hedge Agreement shall have the meaning ascribed to Series 2005-1 Interest Rate _____________ dt 1494933 ; More...
Preview Full Doc	2006	Insurance Agreement Insurance Agreement (94K) Doc #1646132: Click preview link for longer preview. INSURANCE AGREEMENT Among AMBAC ASSURANCE CORPORATION, as Insurer, HERTZ VEHICLE FINANCING LLC, as Issuer, and BNY MIDWEST TRUST COMPANY, as Trustee $225,000,000 Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-1, $200,000,000 Series 2005-2 4.930% Rental Car Asset Backed Notes, Class A-2, $275,000,000 Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-3 $100,000,000 Series 2005-2 5.010% Rental Car Asset Backed Notes, Class A-4 $1,125,000,000 Series 2005-2 Floating Rate Rental Car Asset . . . 1646132	Citibank Citibank, NA As referenced in this Insurance Agreement: Citibank, N.A. – thereunder, as amended. Issuer Organizational Document means the HVF LLC Agreement. Late Payment Rate means, for any date of determination, the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change _____________ Citibank, N.A. – office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is 3 announced by Citibank, N.A. ) plus 2%. The Late Payment Rate shall be computed on the basis of a year of 365 days calculating the actual number of days elapsed. In no event shall _____________ dt 1480195 ; Hertz Hertz Corp ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Insurance Agreement: McGraw-Hill Companies, Inc – dated as of December 21, 2005 among The Hertz Corporation, Hertz General Interest LLC and Hertz Vehicle Financing LLC. S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such division shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to _____________ dt 1518205 ;	GS Credit Goldman Sachs Credit Partners LP ( Financial ) As referenced in this Insurance Agreement: Goldman Sachs Credit Partners L. – in accordance with its terms. Indenture means the Base Indenture together with the Supplement. Initial Purchasers means Lehman Brothers Inc., Deutsche Bank AG, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Credit Partners L. P. and J.P. Morgan Securities Inc. Insurance Agreement means this agreement. Insurer means Ambac. Issuer means Hertz Vehicle Financing LLC. Interest Rate Hedge Agreement shall have the meaning ascribed _____________ dt 1553170 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Insurance Agreement: J.P. Morgan Securities Inc – the Base Indenture together with the Supplement. Initial Purchasers means Lehman Brothers Inc., Deutsche Bank AG, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Credit Partners L.P. and J.P. Morgan Securities Inc . Insurance Agreement means this agreement. Insurer means Ambac. Issuer means Hertz Vehicle Financing LLC. Interest Rate Hedge Agreement shall have the meaning ascribed to Series 2005-2 Interest Rate _____________ dt 1494934 ; More...

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