EXHIBIT 10.21
RECAPTURE AGREEMENT
This RECAPTURE AGREEMENT (this "Agreement"), dated as of September 30, 2012
(the "Effective Date"), is entered into by and between ALLSTATE LIFE INSURANCE
COMPANY, an insurance company organized under the laws of the State of Illinois
(the "Reinsurer"), and LINCOLN BENEFIT LIFE COMPANY, an insurance company
organized under the laws of the State of Nebraska (the "Company").
WHEREAS, the Reinsurer provides reinsurance coverage to the Company in
accordance with the terms of a coinsurance agreement between the parties
effective as of December 31, 2001 (the "Reinsurance Agreement");
WHEREAS, the Company and the Reinsurer desire that the Company recapture
from the Reinsurer the Recaptured Business (as defined below);
WHEREAS, the Company and the Reinsurer desire a full and final settlement,
discharge and release of any and all of each of their respective liabilities,
duties and obligations with respect to the Recaptured Business except as
expressly set forth below; and
NOW, THEREFORE, the Company and the Reinsurer (each a "Party", and
together, the "Parties") agree as follows:
ARTICLE I
RECAPTURE
Effective as of the Effective Date, the Company hereby recaptures from the
Reinsurer one hundred percent (100%) of the Net Benefits (as such term is
defined in the Reinsurance Agreement) arising under the policies set forth on
Exhibit A hereto, whether arising before, on or after the Effective Date (the
"Recaptured Business").
ARTICLE II
RECAPTURE CONSIDERATION
Section 2.1 Recapture Consideration. Within forty-five (45) days following
the Effective Date, the Company shall provide to the Reinsurer (i) the
accounting reports contemplated in Article V, Paragraph 3 of the Reinsurance
Agreement with respect to the Recaptured Business for the period beginning on
the first day of the calendar quarter in which the Effective Date falls and
ending on the Effective Date and (ii) an actuarial analysis of the net statutory
reserves attributable to the Recaptured Business as of the quarter-end
immediately prior to the Effective Date. Within fifteen (15) days following
receipt of the accounting reports and actuarial analysis specified above, the
Reinsurer shall pay to the Company an amount equal to (i) the statutory reserves
attributable to the Recaptured Business, as set forth in such actuarial report,
plus/minus (ii) the final settlement amount as set forth on such reports, as
applicable.
Any disputes between the Parties regarding the calculation of amounts due
hereunder shall be settled in accordance with Article XIII (Arbitration) of the
Reinsurance Agreement.
Section 2.2 Company Release of the Reinsurer with respect to the Recaptured
Business. In consideration of the receipt of the payment described in Section
2.1 and the release provided in Section 2.3, as of the Effective Date, the
Company hereby forever releases and discharges the Reinsurer, and its
predecessors, successors, affiliates, agents, officers, directors, employees and
shareholders, from any and all past, present, and future obligations,
adjustments, liability for payment of interest, offsets, actions, causes of
action, suits, debts, sums of money, accounts, premium payments, reckonings,
bonds, bills, covenants, contracts, controversies, agreements, promises,
damages, judgments, liens, rights, costs and expenses (including attorneys' fees
and costs actually incurred), claims and demands, liabilities and losses of any
nature whatsoever, all whether known or unknown, vested or contingent, that the
Company now has, owns, or holds or claims to have, own, or hold, or at any time
had, owned, or held, or claimed to have had, owned, or held, or may after the
execution of this Agreement have, own, or hold or claim to have, own, or hold,
against the Reinsurer, arising from, based upon, or in any way related to the
Recaptured Business, it being the intention of the Parties that this release
operate as a full and final settlement of the Reinsurer's current and future
liabilities to the Company under and in connection with the Recaptured Business,
provided, however, that this release does not discharge obligations of the
Reinsurer that have been undertaken or imposed by the terms of this Agreement.
Section 2.3 Reinsurer Release of the Company with respect to the Recaptured
Business. In consideration of the release provided in Section 2.2, as of the
Effective Date, the Reinsurer hereby forever releases and discharges the
Company, and its predecessors, successors, affiliates, agents, officers,
directors, employees and shareholders, from any and all past, present, and
future obligations, adjustments, liability for payment of interest, offsets,
actions, causes of action, suits, debts, sums of money, accounts, premium
payments, reckonings, bonds, bills, covenants, contracts, controversies,
agreements, promises, damages, judgments, liens, rights, costs and expenses
(including attorneys' fees and costs actually incurred), claims and demands,
liabilities and losses of any nature whatsoever, all whether known or unknown,
vested or contingent, that the Reinsurer now has, owns, or holds or claims to
have, own, or hold, or at any time had, owned, or held, or claimed to have had,
owned, or held, or may after the execution of this Agreement have, own, or hold
or claim to have, own, or hold, against the Company, arising from, based upon,
or in any way related to the Recaptured Business, it being the intention of the
Parties that this release operate as a full and final settlement of the
Company's current and future liabilities to the Reinsurer under and in
connection with the Recaptured Business, provided, however, that this release
does not discharge obligations of the Company that have been undertaken or
imposed by the terms of this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that:
(a) the execution of this Agreement is fully authorized by it;
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(b) the person or persons executing this Agreement on its behalf have
the necessary and appropriate authority to do so;
(c) it has no notice of any pending action, agreements, transactions,
or negotiations to which it is a party or is likely to be made a party that
would render this Agreement or any part thereof void, voidable, or
unenforceable; and
(d) any authorization, consent, or approval of any governmental
entity, required to make this Agreement valid and binding has been
obtained.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Headings. Headings used herein are not a part of this Agreement
and shall not affect the terms hereof.
Section 4.2 Successors and Assigns. This Agreement shall be binding upon
and shall inure solely to the benefit of the Parties hereto and their respective
successors, assigns, receivers, liquidators, rehabilitators, conservators and
supervisors. Nothing in this Agreement, express or implied, shall be construed
to create any third party beneficiaries to this Agreement.
Section 4.3 Execution in Counterparts. This Agreement may be executed by
the Parties hereto in any number of counterparts, and by each of the Parties
hereto in separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.
Section 4.4 Amendments. This Agreement may not be changed, altered or
modified unless the same shall be in writing executed by the Reinsurer and the
Company.
Section 4.5 Governing Law. This Agreement will be construed, performed and
enforced in accordance with the laws of the State of Illinois without giving
effect to its principles or rules of conflict of laws thereof to the extent such
principles or rules would require or permit the application of the laws of
another jurisdiction.
Section 4.6 Entire Agreement. This Agreement and the Reinsurance Agreement
constitute the entire agreement between the Parties relating to the matters
contained in this Agreement, and shall supersede all other prior agreements,
understandings, statements, representations and warranties, oral or written,
express or implied, between the Parties in respect of the matters contained in
this Agreement.
Section 4.7 Severability. If any provision of this Agreement is held to be
void or unenforceable, in whole or in part, (i) such holding shall not affect
the validity and enforceability of the remainder of this Agreement, including
any other provision, paragraph or subparagraph, and (ii) the Parties agree to
attempt in good faith to reform such void or unenforceable provision to the
extent necessary to render such provision enforceable and to carry out its
original intent.
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Section 4.8 No Waiver; Preservation of Remedies. No consent or waiver,
express or implied, by any Party to or of any breach or default by any other
Party in the performance by such other Party of its obligations hereunder shall
be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance of obligations hereunder by such other Party
hereunder. Failure on the part of any Party to complain of any act or failure to
act of any other Party or to declare any other Party in default, irrespective of
how long such failure continues, shall not constitute a waiver by such first
Party of any of its rights hereunder. The rights and remedies provided are
cumulative and are not exclusive of any rights or remedies that any Party may
otherwise have at law or equity.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.
ALLSTATE LIFE INSURANCE COMPANY
By /s/ Samuel H. Pilch
--------------------------------------
Name: Samuel H. Pilch
Title: Senior Group Vice President
and Controller
LINCOLN BENEFIT LIFE COMPANY
By /s/ Samuel H. Pilch
--------------------------------------
Name: Samuel H. Pilch
Title: Senior Group Vice President
and Controller
EXHIBIT A
Recaptured Business
All business in force as of the Effective Date issued by the Company and ceded
to the Reinsurer for the following flexible premium universal life plans:
PLAN CODE PLAN DESCRIPTION SEARCH KEY BASE POLICY FORM
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1U24 Golden Achiever Fixed UL 831U24 UL 9420