EXHIBIT 10(d)
ASSIGNMENT AND ASSUMPTION AGREEMENT DATED AS OF MARCH 20, 1997
BETWEEN THE TRUST AND THE COMPANY
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement")
is made as of the 20th day of March, 1997, by and between Delta
Agricultural and Industrial Trust, a Mississippi workers'
compensation self insurance trust (the "Trust") and Stoneville
Insurance Company, a Mississippi corporation (the "Company").
WHEREAS, the Board of Trustees of the Trust has approved and
adopted that certain Plan of Reorganization and Conversion of the
Trust (the "Plan") which provides that the Trust will transfer
substantially all its assets to the Company in return for stock
of the Company and that the Trust will thereupon immediately
dissolve and distribute its assets (stock of the Company) to
Former Members of the Trust (as defined in the Plan) all as
described in the Plan; and
WHEREAS, the Trust is a party to certain agreements and the
holder of certain rights which it desires to transfer to the
Company, and which the Company desires to obtain;
1. Effective Date. This Agreement shall become effective
as of the Effective Date of the Plan as defined therein (the
"Effective Date").
2. Assumption of Specific Agreements. As of the Effective
Date, the Trust hereby assigns, transfers, conveys and delivers
to the Company all of its right, title and interest in and to the
agreements listed on Exhibit A attached hereto (the "Specific
Agreements") and the Company accepts the foregoing assignment and
assumes and agrees to perform all of the duties and obligations
of the Specific Agreements.
3. Other Agreements. As of the Effective Date, the Trust
hereby offers to transfer to the Company all of its right, title
and interest in and to all agreements other than the Specific
Agreements, and the Company, at its option, may assume such
agreements by providing written consent on an agreement-by-agreement basis.
4. Assignment of Causes of Action. As of the Effective
Date, the Trust hereby assigns to the Company, and the Company
hereby accepts, all rights of the Trust as a plaintiff in any
cause of action, claim, suit, proceeding, or arbitration,
including but not limited to those involving Bear, Stearns
Securities Corp., Axiom Capital Management, Inc., and/or persons
employed by or affiliated therewith.
5. No Assumption of Other Liability. Other than the
assumption of certain agreements and rights of the Trust as
specifically set forth herein, the Company assumes no liabilities
of the Trust, including but not limited to liabilities arising
out of workers' compensation insurance issued by the Trust, or
any claims, assessments, or proceedings arising thereunder.
6. Successors and Assigns. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and
permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by
any of the parties hereto without the prior written consent of
the other party.
7. Amendment. This Agreement may be amended only by an
instrument in writing duly executed by each of the parties
hereto.
8. Further Assurances. Consistent with the terms and
conditions hereof, each party hereto will execute and deliver
such instruments, certificates and other documents and take such
other action as any other party hereto may reasonably require in
order to carry out this Agreement and the transactions
contemplated hereby.
9. Governing Law. This Agreement shall be governed by the
laws of the State of Mississippi as to all matters, including,
but not limited to, matters of validity, construction, effect and
performance.
10. Waiver. Any waiver by any party hereto of any breach
of, or failure to comply with, any provision of this Agreement by
any other party hereto shall not be construed as, or constitute,
a continuing waiver of such provision, or a waiver of any other
breach of, or failure to comply with, any other provision of this
Agreement.
11. Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the
same agreement and each of which shall be deemed an original.
12. Entire Agreement. This Agreement constitutes the sole
and entire agreement between the parties hereto with respect to
the subject matter hereof and thereof, and supersedes all prior
arrangements or understandings with respect thereto; and there
are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings other than those expressly
set forth herein or therein.
IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed by its duly authorized officers as
of the day and year first above written.
TRUST: COMPANY:
DELTA AGRICULTURAL AND STONEVILLE INSURANCE COMPANY
INDUSTRIAL TRUST
By: By:
Name: Name:
Title: Title:
Exhibit A
List of Specific Agreements Assumed
1. Insurance Placement Agreement dated as of June 10, 1996
between Delta Agricultural and Industrial Trust, TIG Insurance
Company, and TIG Reinsurance Company
2. Service Agreement for Administration of a Workers'
Compensation Self Insurance Program dated as of August 1, 1991
between Delta Agricultural and Industrial Trust and Sedgwick
James of Mississippi, Inc. as amended by the Extension of Service
Agreement for an Additional Period dated May 31, 1995, as amended
by that Continuation of Service Agreement dated May 9, 1996
3. Representation Agreement dated as of July 1, 1996
between Delta Agricultural and Industrial Trust and Mississippi
Risk Management, Inc.
4. Agreement between Delta Agricultural and Industrial
Trust and Delta Administration, Inc. regarding administration
(oral)
5. Assumption Reinsurance Agreement between Delta
Agricultural and Industrial Trust, Continental Insurance Company,
and Stoneville Insurance Company