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TERMINATION AND LIMITED RELEASE AGREEMENT

Termination Agreement

TERMINATION AND LIMITED RELEASE AGREEMENT | Document Parties: LTC Global, Inc | Penn Treaty American Corporation You are currently viewing:
This Termination Agreement involves

LTC Global, Inc | Penn Treaty American Corporation

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Title: TERMINATION AND LIMITED RELEASE AGREEMENT
Date: 5/4/2009
Industry: Insurance (Life)     Law Firm: Nixon Peabody     Sector: Financial

TERMINATION AND LIMITED RELEASE AGREEMENT, Parties: ltc global  inc , penn treaty american corporation
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Execution Copy

 

 

TERMINATION AND LIMITED RELEASE AGREEMENT

 

This TERMINATION AND LIMITED RELEASE AGREEMENT (this “ Agreement ”), dated as of April 24, 2009, is by and between LTC Global, Inc., a Nevada corporation (“ LTC ”), and Penn Treaty American Corporation, a Pennsylvania corporation (“ Penn Treaty ”).

 

WHEREAS, LTC, Penn Treaty and United Insurance Group Agency, Inc., a Michigan corporation (“ UIG ”), are parties to that certain Stock Purchase Agreement, dated as of November 5, 2008 (the “ Purchase Agreement ”), pursuant to which LTC acquired all of the issued and outstanding shares of capital stock of UIG;

 

WHEREAS, a portion of the Purchase Price payable pursuant to the Purchase Agreement was paid by the issuance on November 5, 2008 by LTC of a promissory note to Penn Treaty in the original principal amount of $10,250,000 (the “ Seller Note ”);

 

WHEREAS, pursuant to the Purchase Agreement, LTC and Penn Treaty entered into the Pledge Agreement to secure all obligations of LTC to Penn Treaty under the Seller Note;

 

WHEREAS , the outstanding principal amount of the Seller Note as of April 15, 2009, after giving effect to all payments made hereunder, is $8,262,188 all of which is due and owing to Penn Treaty as of the date hereof;

 

WHEREAS , the parties have agreed to refinance the Seller Note;

 

WHEREAS , in order to effectuate the refinancing of the Seller Note, on the Closing Date (as defined below), LTC shall issue to Penn Treaty a limited recourse promissory note, dated as of April 15, 2009, in the original principal amount of $5,000,000 substantially in the form and on the terms of Exhibit A hereto (the “ New Note ”), LTC shall pay to Penn Treaty cash in an amount equal to $3,262,188 and Penn Treaty shall cancel the Seller Note;

 

WHEREAS , contemporaneously with the issuance by LTC of the New Note to Penn Treaty and the cancellation of the Seller Note by Penn Treaty, the parties intend to terminate the Pledge Agreement; and

 

WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.   Cancellation and Termination .  Subject to the terms and conditions set forth herein, LTC and Penn Treaty agree that upon the Closing (as defined below), the Seller Note shall be cancelled in all respects, shall be void and of no further force or effect and fully discharged as a matter of record.  Upon the Closing, LTC and Penn Treaty hereby acknowledge

 

 

 

 


 

 

and agree that the Seller Note and the Pledge Agreement shall be terminated and of no further force or effect and that Penn Treaty’s and LTC’s rights and obligations thereunder, express or implied, are fully extinguished.  In furtherance of the foregoing, Penn Treaty agrees that, from and after the Closing, Penn Treaty will take all actions necessary to effectuate the release of any and all Encumbrances that it has with respect to the Collateral (as defined in the Pledge Agreement).

 

2.   Closing .  The closing of the transactions contemplated hereby shall be effective as of the delivery of the closing deliveries described below (the “ Closing ”) at the offices of Nixon Peabody LLP, 437 Madison Avenue, New York, New York 10022 at 10:00 a.m. on April 24, 2009, or at such time and place as the parties mutually agree (the “ Closing Date ”).

 

3.   Closing Deliveries .

 

(a)   At the Closing, Penn Treaty shall deliver to LTC the following original documents:

 

(i)   Seller Note marked “CANCELED” across its face; and

 

(ii)   UIG Stock Certificate No. 007 issued to LTC for 2,000 shares of capital stock of UIG.

 

(b)   At the Closing, LTC shall:

 

(i)   deliver to Penn Treaty the New Note, duly executed by LTC;

 

(ii)   pay to Penn Treaty the amount of Three Million Two Hundred Sixt


 
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