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Exhibit 10.18
Letter Agreement
[Annuity and Life Re (Holdings), Ltd. letterhead]
March 19, 1998
Insurance Partners, L.P.
000 Xxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Insurance Partners Offshore (Bermuda), L.P.
00 Xxxxx Xxxxxx
X.X. Xxx XX 0000
Xxxxxxxx, Xxxxxxx XX XX
Re: Securities Purchase Agreement
-----------------------------
Gentlemen:
Reference is made to the Securities Purchase Agreements dated as of
March 19, 1998 (the "Agreements"), between Insurance Partners, L.P. and Annuity
and Life Re (Holdings), Ltd. (the "Company") and between Insurance Partners
Offshore (Bermuda), L.P. and the Company. All capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Agreements.
In connection with the Agreements, Insurance Partners, L.P., Insurance
Partners Offshore (Bermuda), L.P. and the Company hereby agree and acknowledge
that, for so long as Insurance Partners, L.P. and Insurance Partners Offshore
(Bermuda), L.P. collectively beneficially own at least 500,000 Common Shares of
the Company (including for this purpose shares issuable pursuant to the Class B
Warrants held by Insurance Partners, L.P. and Insurance Partners Offshore
(Bermuda), L.P.), Insurance Partners, L.P. and Insurance Partners Offshore
(Bermuda), L.P. shall jointly have the right to designate one individual for
election to the board of directors of the Company. Upon timely receipt by the
Company of the written exercise of such right by Insurance Partners, L.P. and
Insurance Partners Offshore (Bermuda), L.P., the Company shall cause such
individual to be nominated for election as a director of the Company at the next
annual general meeting of the Company (provided no person previously selected by
Insurance Partners, L.P. and Insurance Partners Offshore (Bermuda), L.P. is a
member of a class of directors of the Company not standing for election at such
meeting). In consideration of such right, and for so long as any person selected
by Insurance Partners, L.P. and Insurance Partners Offshore (Bermuda), L.P. is a
director (and during any period after such person's designation by Insurance
Partners, L.P. and Insurance Partners Offshore (Bermuda), L.P. but before his or
her election), Insurance Partners, L.P. and Insurance Partners Offshore
(Bermuda), L.P. shall not vote or permit any of the shares of the Company
beneficially owned by them to be voted for any other nominee for election as a
director of the Company.
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Insurance Partners, L.P. and Insurance Partners Offshore (Bermuda), L.P.
may assign their rights hereunder to any transferee of the required minimum
number of shares referred to above or agree to exercise such right at the
direction of any other person, provided that they have received the prior
written consent of the Company, such written consent not to be unreasonably
withheld. Insurance Partners, L.P. and Insurance Partners Offshore (Bermuda),
L.P. further agree that it shall be reasonable for the Company to withhold such
prior written consent in situations including, but not limited to, those in
which Insurance Partners, L.P. and Insurance Partners Offshore (Bermuda), L.P.
agree to assign their right to or to act at the direction of Lincoln National
Corporation, Transamerica Occidental Life Insurance Company, Reinsurance Group
of America Inc., General Re Corp., Life Re Corp., Employers Reassurance
Corporation, Swiss Reinsurance or Munich Reinsurance, or situations in which
Insurance Partners, L.P. and Insurance Partners Offshore (Bermuda), L.P. agree
to assign their right to or to act at the direction of an entity where such
assignment or act would result in any person owning, directly or indirectly, or
being considered to own, 10% or more of the total combined voting power of all
classes of stock of the Company under the "controlled foreign corporation"
rules of the United States Internal Revenue Code. As a condition of any such
assignment or agreement to act at the direction of any other person, such
assignee or other person shall execute an agreement indicating its intention to
be bound by the terms of this letter.
Very truly yours,
ANNUITY AND LIFE RE (HOLDINGS), LTD.
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Xxxxxxxx X. Xxxxx
President and
Chief Executive Officer
Acknowledged by:
INSURANCE PARTNERS, L.P.
By: Insurance GenPar, L.P.,
its general partner
By: Insurance GenPar MGP, L.P.,
its general partner
By: Insurance GenPar MGP, Inc.,
its general partner
By: ---------------------------------
Name:
Title:
INSURANCE PARTNERS OFFSHORE
(BERMUDA), L.P.
By: Insurance GenPar (Bermuda), L.P.,
its general partner
By: Insurance GenPar (Bermuda) MGP, L.P.,
its general partner
By: Insurance GenPar (Bermuda) MGP, Ltd.,
its general partner
By: ---------------------------------
Name:
Title:
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