EXHIBIT 10.7
AMENDMENT TO THE TRUST AGREEMENT
This Amendment (the "Amendment") to the Trust Agreement dated as of
July 1, 2003 (the "Trust Agreement") is entered into as of September 2, 2003
(the "Amendment Effective Date") by and among Royal Indemnity Company, a
Delaware property and casualty insurance company ("RIC"), Royal Surplus Lines
Insurance Company, a Delaware property and casualty insurance company ("RSLIC"),
Landmark American Insurance Company, an Oklahoma property and casualty insurance
company ("Landmark"), RSUI Indemnity Company, f/k/a Underwriters Reinsurance
Company, a New Hampshire property and casualty insurance company (together with
its successors and assigns, the "Grantor"), and LaSalle Bank National
Association, a national banking association (hereinafter referred to as
"Trustee"). Capitalized terms used herein but not otherwise defined shall have
the meanings set forth in the Trust Agreement.
WITNESSETH
WHEREAS, the Grantor, RIC, RSLIC, Landmark and the Trustee desire that,
as of the Amendment Effective Date, Landmark shall no longer be a Beneficiary to
the Trust Agreement.
NOW THEREFORE, the Grantor, RIC, RSLIC, Landmark and the Trustee, in
consideration of the mutual covenants contained herein and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
upon the terms and conditions hereinafter set forth, agree as follows:
SECTION 1. AMENDMENT TO THE TRUST AGREEMENT
Subject to the terms and conditions set forth herein, the parties
hereto agree as follows:
(i) As of the Amendment Effective Date, Landmark shall no longer
be a Beneficiary to the Trust Agreement.
(ii) Section 3.4 of the Trust Agreement is hereby amended and
restated to read in its entirety as follows:
"Section 3.4 Conversion to Regulation 114 Trust. In the event
that RIC or RSLIC is unable to take financial statement credit for the
reinsurance provided under the Quota Share Reinsurance Agreement to which it is
a party, the parties hereto shall agree to either (i) convert this Trust
Agreement to a trust agreement in form and substance satisfactory to the
parties, in compliance with New York Insurance Regulation 114 or (ii) remove RIC
or RSLIC, as the case may be, as a party to this Trust Agreement (with a
corresponding adjustment to the Required Balance hereunder), with the Grantor
providing RIC or RSLIC, as the case may be, a trust, in form and substance
satisfactory to such party and the Grantor, in compliance with New York
Insurance Regulation 114 in order to permit such party to take full financial
statement credit for the reinsurance
provided under the Quota Share Reinsurance Agreement to which it is a party and
the transfer to such trust of Assets in an amount equal to the portion of the
Required Balance related to the obligations to such party."
(iii) Section 7.2 of the Trust Agreement is hereby amended and
restated to read in its entirety as follows:
"Section 7.2 Appointment as Agent. Solely for the purpose of
effectuating the grant set forth in Section 7.1, RSLIC hereby appoints RIC as
agent, and RIC hereby accepts the appointment."
(iv) Section 8.6 of the Trust Agreement is hereby amended by
deleting "William W. Rosenblatt, Esq." as a person to whom notices to Grantor
shall be copied.
SECTION 2. MISCELLANEOUS
(i) Full Force and Effect. Except as expressly set forth herein,
this Amendment does not constitute a waiver or modifications of any provision of
the Trust Agreement. Except as expressly amended hereby, the Trust Agreement
shall continue in full force and effect in accordance with the provisions
thereof on the date hereof. As used in the Trust Agreement, the terms "Trust
Agreement," "herein," "hereof," "hereinafter," "hereto" and words of similar
import shall, unless the context otherwise requires, mean the Trust Agreement as
amended by the Amendment.
(ii) Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall constitute an
original and all together shall constitute one agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
ROYAL INDEMNITY COMPANY
/s/ Roderick P. Hoover, Jr.
--------------------------------
By: Roderick P. Hoover, Jr.
Title: Vice President
DATE: September 2, 2003
Attest: /s/ Judy S. Spitzer
---------------------------
By: Judy S. Spitzer
Title: Assistant Secretary
DATE: September 2, 2003
ROYAL SURPLUS LINES INSURANCE COMPANY
/s/ Roderick P. Hoover, Jr.
--------------------------------
By: Roderick P. Hoover, Jr.
Title: Vice President
DATE: September 2, 2003
Attest: /s/ Judy S. Spitzer
---------------------------
By: Judy S. Spitzer
Title: Assistant Secretary
DATE: September 2, 2003
LANDMARK AMERICAN INSURANCE COMPANY
/s/ David E. Leonard
--------------------------------
By: David E. Leonard
Title: Executive Vice President
DATE:
------------------------
Attest: /s/ Peter R. Sismondo
----------------------------
By: Peter R. Sismondo
Title: Secretary
DATE:
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RSUI INDEMNITY COMPANY f/k/a
UNDERWRITERS REINSURANCE COMPANY
/s/ David E. Leonard
--------------------------------
By: David E. Leonard
Title: Executive Vice President
DATE:
------------------------
Attest: /s/ Peter R. Sismondo
---------------------------
By: Peter R. Sismondo
Title: Secretary
DATE:
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LASALLE BANK NATIONAL ASSOCIATION
/s/ James M. Feldman
--------------------------------
By: James M. Feldman
Title: GSVP
DATE:
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Attest: /s/ John Deutsch
---------------------------
By: John Deutsch
Title: Senior VP
DATE:
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LASALLE BANK NATIONAL ASSOCIATION
(AS SECURITIES INTERMEDIARY UNDER
ARTICLE VII OF THE TRUST AGREEMENT)
/s/ James M. Feldman
--------------------------------
By: James M. Feldman
Title: GSVP
DATE:
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Attest: /s/ John Deutsch
---------------------------
By: John Deutsch
Title: Senior VP
DATE:
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