Exhibit 10.3
Termination Agreement
to the
Fifth Amended Tax Sharing and Payment Agreement
and the
New York Addendum to the Tax Sharing and Payment Agreement
WHEREAS, effective April 1, 2004, X. L. America, Inc., a Delaware
corporation ("XLA"), entered into a Fifth Amended Tax Sharing and Payment
Agreement (the "Agreement") with the following subsidiaries: XL Reinsurance
America Inc., a New York domiciled insurer, XL Specialty Insurance Company, a
Delaware domiciled insurer, XL Insurance Company of New York, Inc., a New York
domiciled insurer, Indian Harbor Insurance Company, a North Dakota domiciled
insurer, Greenwich Insurance Company, a Delaware domiciled insurer, XL Insurance
America, Inc., a Delaware domiciled insurer, XL Select Insurance Company, an
Oklahoma domiciled insurer, XL Capital Assurance Inc., a New York domiciled
insurer, NAC Re Corporation, a Delaware corporation, Global Credit Analytics,
Inc., a Delaware corporation, ECS, Inc., a Pennsylvania corporation, ECS Child
Care Center, Inc., a Pennsylvania corporation, XL Global Services, Inc., a
Delaware corporation, Intercargo Corporation, a Delaware corporation, NAC Re
Financial Services, Inc., a Delaware corporation, XL Global, Inc., a Delaware
corporation, XL Insurance, Inc., a Delaware corporation, XL Weather & Energy
Inc., a Delaware corporation, Warranty Support Services LLC, a Delaware limited
liability company, XL Life and Annuity Holding Company, a Delaware corporation,
XL Life Insurance and Annuity Company, an Illinois domiciled insurer, XL
Financial Administrative Services, Inc., a Delaware corporation, XL Capital
Investment Partners, Inc., a Delaware corporation, XLCDS LLC, a New York
corporation, XLCA ADMIN LLC, a New York corporation, XL Lloyds Insurance
Company, a Texas domiciled insurer, XL Management Services, LLC, a Texas
corporation, XL Financial Solutions, LLC, a Delaware limited liability company,
and XL Investment Management (USA) LLC, a Delaware limited liability company
(collectively, the "Affiliated Group"); and
WHEREAS, XL Capital Assurance Inc., XL Financial Administrative
Services, Inc., XLCDS LLC and XLCA Admin LLC (the "Terminated Parties") desire
to terminate their memberships in the Agreement effective upon the date of the
sale of these companies out of the Affiliated group in which XLA is the parent
corporation in preparation of the initial public offering of the shares of
Security Capital Assurance Ltd. ("SCA"), the ultimate parent company of the
Terminated Parties; and
WHEREAS, effective upon the date of the sale of these companies out of
the Affiliated Group in which XLA is the parent corporation in preparation of
the initial public offering of the shares of SCA, the Terminated Parties will no
longer be subsidiaries of X.L. America, Inc., and the membership of the
Terminated Parties in the Affiliated Group shall cease, in accordance with
Article VIII and Article XI of the Agreement.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. Each of the parties acknowledge and confirm that the
membership of the Terminated Parties in the Agreement will
terminate effective upon the date of the sale of these
companies out of the Affiliated Group in which XLA is the
parent corporation in preparation of the initial public
offering of the shares of SCA.
2. Each of the parties further acknowledge and confirm that in
accordance with Article VIII of the Agreement, the membership
of the Terminated Parties in the Affiliated Group shall cease
effective upon the date of the sale of these companies out of
the Affiliated Group in which XLA is the parent corporation in
preparation of the initial public offering of the shares of
SCA, in accordance with Article VIII of the Agreement.
3. Each of the parties further acknowledge and confirm that the
obligations of the Terminated Parties under the terms of the
Agreement are released and discharged and the Terminated
Parties shall not have any further obligations thereunder,
subject to the Terminated Parties being obligated to furnish
to XLA. all necessary and appropriate payments and/or
documentation consistent with the terms and conditions of the
Agreement.
4. This Agreement may be executed in two or more counterparts
each of which shall constitute an original, but all of which
when taken together shall constitute one agreement. Any Party
may deliver a signed counterpart signature page of this
Agreement by fax and such faxed signature pages shall be
deemed to be an original for all purposes.
5. The terms and conditions of this Agreement and the rights of
the parties hereunder shall be governed by and construed in
all respects in accordance with the laws of the State of New
York, without regard to conflicts of law that would require
the application of the laws of any other jurisdiction.
2
IN WITNESS WHEREOF, this Agreement is hereby executed by duly
authorized officers of the parties hereto as of the date first above written.
X. L. AMERICA, INC.
By: ___________________________
Title:___________________________
XL REINSURANCE AMERICA INC.
By:________________________________
Title:________________________________
XL SPECIALTY INSURANCE COMPANY
By:________________________________
Title:________________________________
XL INSURANCE COMPANY OF NEW YORK, INC.
By:________________________________
Title:________________________________
INDIAN HARBOR INSURANCE
COMPANY
By:________________________________
Title:________________________________
GREENWICH INSURANCE COMPANY
By:________________________________
Title:________________________________
3
XL CAPITAL ASSURANCE INC.
By:________________________________
Title:________________________________
NAC RE CORPORATION
By:_________________________________
Title: ________________________________
GLOBAL CREDIT ANALYTICS, INC.
By:________________________________
Title:________________________________
ECS, INC.
By:________________________________
Title:________________________________
ECS CHILD CARE CENTER, INC.
By:________________________________
Title:________________________________
X.L. GLOBAL SERVICES, INC.
By:________________________________
Title:________________________________
INTERCARGO CORPORATION
By:________________________________
Title:________________________________
NAC RE FINANCIAL SERVICES, INC.
By:________________________________
Title:________________________________
4
XL INSURANCE, INC.
By:________________________________
Title:________________________________
XL GLOBAL, INC.
By:________________________________
Title:________________________________
XL WEATHER AND ENERGY INC.
By:________________________________
Title:________________________________
WARRANTY SUPPORT SERVICES LLC
By:________________________________
Title:________________________________
XL INSURANCE AMERICA, INC.
By:________________________________
Title:________________________________
XL SELECT INSURANCE COMPANY
By:________________________________
Title:________________________________
XL LIFE AND ANNUITY HOLDING
COMPANY
By:________________________________
Title:________________________________
XL LIFE INSURANCE AND ANNUITY
COMPANY
By:________________________________
Title:________________________________
5
XL FINANCIAL ADMINISTRATIVE
SERVICES, INC.
By:________________________________
Title:________________________________
XL CAPITAL INVESTMENT PARTNERS,
INC.
By:________________________________
Title:________________________________
XLCDS LLC
By:________________________________
Title:______________________________
XLCA ADMIN LLC
By:________________________________
Title:________________________________
XL LLOYDS INSURANCE COMPANY
By:________________________________
Title:________________________________
XL MANAGEMENT SERVICES, LLC
By:________________________________
Title:________________________________
XL FINANCIAL SOLUTIONS, LLC
By:________________________________
Title:________________________________
6
XL INVESTMENT MANAGEMENT (USA)
LLC
By:________________________________
Title:________________________________
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