Attached files
EXHIBIT 10.5
ASSIGNMENT
THIS
ASSIGNMENT (this "Assignment") is made and entered into effective the 31st day
of December, 2009, by and between CAPITAL RESERVE LIFE INSURANCE COMPANY, a
Missouri domiciled insurance company ("Capital Reserve"), and SECURITY NATIONAL
LIFE INSURANCE COMPANY, a Utah domiciled insurance company ("Security National")
(collectively, the "Parties").
WITNESSETH:
WHEREAS,
on December 4, 2009, Capital Reserve and Security National entered into an
Agreement and Plan of Complete Liquidation of Capital Reserve Life Insurance
Company into Security National Life Insurance Company (the "Agreement and Plan
of Complete Liquidation"), pursuant to which Capital Reserve would be liquidated
into Security National in essentially the same manner as the liquidation
described in the Internal Revenue Service Private Letter Ruling 9847027 in order
to achieve the same tax treatment and consequences under Section 332 of the
Internal Revenue Code of 1986, as amended, and other applicable provisions
described in said Letter Ruling; and
WHEREAS,
on December 31, 2009, in order to complete the liquidation of Capital Reserve
and the transfer of its business to Security National under the terms of the
Agreement and Plan of Complete Liquidation, Security National exercised its
right of recapture pursuant to Article II, Section 3 of the Reinsurance
Agreement dated November 30, 2008, to recapture all the policies and risks under
that Reinsurance Agreement and, as a result, Security National became primarily
liable for the liabilities of Capital Reserve on the insurance contracts and
annuities originally issued by Capital Reserve to its policyholders; of which
the assets transferred to Security National pursuant to such right of recapture
have a fair market value of $4,955,000, which amount is equal to the amount of
assumed liabilities; and
WHEREAS,
Capital Reserve and Security National desire to enter into an assignment to
transfer and distribute to Security National all of Capital Reserve's remaining
assets, except that the assets to be transferred hereunder will not include
certain retained assets (the "Retained Assets") described in Exhibit "A"
attached hereto and incorporated herein, such Retained Assists to consist of
Capital Reserve's corporate charter, insurance licenses, and capital and
surplus, including cash and bonds, necessary to preserve Capital Reserve's
corporate existence;
NOW,
THEREFORE, in consideration of the mutual promises, agreements and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:
1. Except
for the Retained Assets only, Capital Reserve hereby assigns, transfers and
conveys to Security National all of Capital Reserve's rights, title and
interests in and to all of the following assets: (i) furniture and
equipment, including computer hardware and software; (ii) leases and contract
rights, including the license relating to the Rudd and Wisdom QL Admin policy
administration system; (iii) the Mizell Funeral Home Note in the principal
amount of $46,175; and (iv) accounting and other
records.
2. This
Assignment may be modified or amended only in writing duly executed by each of
the Parties.
3. This
Assignment shall be governed and construed and enforced in accordance with the
laws of the State of Utah (without regard to the principles of conflicts of law)
applicable to a contract executed and performable in such state.
4. This
Assignment is binding upon and will inure to the benefit of the Parties and
their respective successors and permitted assigns.
5. Neither
this Assignment nor any right or obligation herein or part hereof may be
assigned by any party hereto with the prior written consent of the other party
hereto (and any attempt to do so will be void).
6. This
Assignment may be executed simultaneously in counterparts, each of which will be
deemed an original, but all of which, when taken together, will constitute one
and the same instrument.
IN
WITNESS WHEREOF, each of the Parties hereto, intending to be legally bound
hereby, has duly executed this Assignment as of the date first above
written.
|
CAPITAL
RESERVE LIFE INSURANCE COMPANY
|
|||
|
By:
|
/s/
Scott M. Quist
|
||
|
Its:
|
President
|
||
|
SECURITY
NATIONAL LIFE INSURANCE COMPANY
|
|||
|
By:
|
/s/
Scott M. Quist
|
||
|
Its:
|
President
|
||
2
| Corporate Charter: | ||||
|
State
of Missouri
|
||||
|
Insurance
Licenses:
|
||||
|
States
of Iowa, Kansas and Missouri
|
||||
|
Capital
and Surplus:
|
||||
|
Cash:
|
||||
|
Key
Bank
|
$ | 1,038,000 | ||
|
Total
|
||||
|
Bonds:
|
||||
|
U.S.
Treasury */
|
$ | 650,000 | ||
|
Total
Assets
|
$ | 1,688,000 | ||
|
Total
Capital and Surplus
|
$ | 1,688,000 | ||
|
*/ On
deposit with the Missouri Department of Insurance
|
||||