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
”).
(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