Exhibit
10.11
TERMINATION OF TRUST
AGREEMENT
AND RELEASE AND INDEMNIFICATION
OF TRUSTEE
This Agreement
dated January 10, 2005 is among ALEA LONDON LIMITED, a United
Kingdom domiciled company (the "Grantor"); COAST NATIONAL INSURANCE
COMPANY, a California domiciled insurance company, SECURITY
NATIONAL INSURANCE COMPANY, a Florida domiciled insurance company,
BRISTOL WEST INSURANCE COMPANY (formerly Reliant Insurance
Company), a Pennsylvania domiciled insurance company and BRISTOL
WEST CASUALTY INSURANCE COMPANY (formerly Reliant Casualty
Insurance Company), an Ohio domiciled insurance company
(collectively referred to herein as the "Beneficiary"); and BROWN
BROTHERS HARRIMAN TRUST COMPANY, LLC, a New York limited purpose
trust company formed under the New York banking regulations (the
"Trustee"), (collectively known as the "Parties").
WHEREAS:
1. The Grantor and the
Beneficiary have entered into certain Reinsurance Agreements
pursuant to which the Beneficiary has reinsured certain losses and
expenses with the Grantor (the "Reinsurance
Agreements");
2. The Grantor entered into
a trust agreement dated as of January 1, 2002 with the Trustee for
the sole and exclusive benefit of the Beneficiary for the purpose
of providing security for the Grantor's obligations under the
Reinsurance Agreements (the "Trust Agreement");
3. On or about the date of
execution of the Trust Agreement, the Grantor delivered assets to
the Trustee to be held in the account established by the Trustee
identified on the books and records of the Trustee as Account
Number 7865702 (the "Trust Account");
4. The Grantor and the
Beneficiary desire to terminate the Trust Agreement upon delivery
of all the assets as instructed in the Attached Schedule B,
including assets substituted or purchased with the redemption
proceeds of any of the scheduled assets or the cash proceeds
thereof, in the Trust Account, as shown in the attached Schedule A;
and
5. The Grantor and
Beneficiary have requested the Trustee to forego its right to a
judicial accounting of its proceedings as trustee and desire to (i)
approve the proceedings of the Trustee from inception of the trust
to the date of this termination agreement and (ii) release and
indemnify the Trustee from and against any liability in connection
with its administration of the trust, including but not limited to
the delivery of all of the trust assets in the Trust Account as
directed herein by the Grantor and the Beneficiary.
NOW, THEREFORE,
for and in consideration of the premises and/or other good and
valuable consideration, the receipt of which is hereby
acknowledged, the Parties hereby agree as follows:
(A) As required under Section 11 of the Trust
Agreement, the Grantor and the Beneficiary hereby give notice to
the Trustee that the Trust Agreement and the trusts created thereby
shall terminate AND the Parties consent to the termination of the
Trust Agreement and the trusts created thereby, effective January,
21 2005 (the “Termination Date”).
(B) The Trustee hereby acknowledges that it has
waived thirty (30) days’ prior written notice of such
termination as permitted under Section 11 of the Trust Agreement.
The Trustee hereby further acknowledges that the Grantor has paid
all sums due the Trustee for the Trustee’s fees and expenses
as required under Section 8 of the Trust Agreement.
(C) The Grantor and the Beneficiary do hereby
jointly and severally:
1) REPRESENT that they are familiar with the
provisions of the Trust Agreement, have requested the Trustee to
settle its account by this agreement in order to minimize the
expense of accounting and have had full access to the trust records
and account statements a
