Exhibit 10.3
December 1, 2005
Penn
Treaty Network America Insurance Company
American
Network Insurance Company
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Imagine
International Reinsurance Limited
43 St. Stephen’s ▇▇▇▇▇
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Re: Outstanding
Agreements
Ladies
and Gentlemen:
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Reference
is hereby made to (i) the Master Agreement, dated as of December 1, 2005 (the “Master
Agreement”), among Penn Treaty Network America Insurance Company (“PT”),
American Network Insurance Company (“AN”, and together with PT, the “Cedents”)
and Imagine International Reinsurance Limited (the “Reinsurer”) and (ii) the
Coinsurance Agreement, dated as of December 1, 2005 (the “2005 Coinsurance Agreement”),
among the Cedents and the Reinsurer. Capitalized terms used herein and not defined herein
are used as defined in the Master Agreement.
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In
connection with entering into Master Agreement and the 2005 Coinsurance Agreement, the
Cedents and the Reinsurer have not executed and delivered the agreements listed in
Sections 1(b)(ii), (iii) and (iv) of the Master Agreement (collectively, the
“Outstanding Agreements”) relating to the 2005 Coinsurance Agreement that
are required to be executed and delivered by the Cedents and the Reinsurer pursuant to the
terms and conditions of the Master Agreement on or before the Adjusted Closing Date.
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The
Cedents and the Reinsurer hereby agree to use their commercially reasonable best efforts
(i) to execute and deliver the Outstanding Agreements within ten Business Days after the
date hereof and (ii) to retain a trustee meeting the qualifications provided for in the
Operative Agreements and to have such trustee authorize, execute and deliver within ten
Business Days after the date hereof the Outstanding Agreements to which such trustee is to
be party. Failure by the parties hereto and such trustee to execute and deliver the
Outstanding Agreements to which they are to be party within ten Business Days will result
in the 2005 Coinsurance Agreement being deemed null and void.
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IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their
duly authorized representatives.
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PENN TREATY NETWORK AMERICA INSURANCE COMPANY
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By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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TitleEVP
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Date December 1, 2005
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AMERICAN NETWORK INSURANCE COMPANY
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By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title EVP
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Date December 1, 2005
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IMAGINE INTERNATIONAL REINSURANCE LIMITED
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By /s/ ▇▇▇▇▇ ▇▇▇▇
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Title Financial Controller
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Date December 2, 2005
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By /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title Finance
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DateDecember 2, 2005
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