Item 1.01 Entry into a Material Definitive Agreement. OnJune 24, 2021 ,Open Lending Corporation , aDelaware corporation, issued a press release announcing that its wholly-owned subsidiary,Lenders Protection, LLC ("Lenders Protection"), entered into a producer agreement (the "Agreement") withAmerican National Lloyds Insurance Company and ANPAC Louisiana Insurance Company (collectively, "American National"), through which Lenders Protection or its affiliate earns claims administration service fees and profit share revenue. Under the Agreement, American National facilitates the issuance of credit default insurance policies to financial institutions that enter into a program agreement with Lenders Protection for use of its proprietary software platform. The Agreement contains non-competition provisions in favor of Lenders Protection. The Agreement terminates onJune 24, 2026 , and will automatically renew for successive one-year terms unless either party provides the other with written notice of termination at least 180 days prior to expiration of the applicable term. Under the Agreement, early termination is permitted by either party at any time upon mutual written consent; by either party upon a delivery of notice of termination in connection with certain specified bankruptcy events with respect to the other party; by American National upon written notice in the event the surplus line broker agreement is terminated; by either party upon 30 days' written notice and cure period in the event of a material breach by the other party; by Lenders Protection upon 180 days' notice to American National due to any change of control of American National where, without Lenders Protection's prior written approval, the acquiring party is engaged in a business that is directly competitive with Lenders Protection or maintains creditworthiness less than that maintained by American National onJune 24, 2021 ; by American National upon 180 days' notice to Lenders Protection due to any change of control of Lenders Protection where the acquiring party is an insurance company engaged in a business that is directly competitive with American National without American National's prior written approval; by either party upon the expiration of a 30-day cure period if a governmental authority finds the policies issued to financial institutions in connection with the program to be unenforceable; by Lenders Protection upon the expiration of a 30-day cure-period in the event that American National fails to maintain an "A-" or better "A.M. Best" rating; by Lenders Protection upon the expiration of a 30-day cure period if American National breaches the non-competition commitment; by either party immediately upon written notice in the event the other party fails to maintain the insurance required by the Agreement; by Lenders Protection upon written notice if American National provides notice to Lenders Protection of its intent to compete; by either party immediately upon written notice in the event that the Claims Services Agreement is terminated; and by either party immediately upon written notice for fraud or willful misconduct. Neither party may assign the Agreement or any of its rights or delegate any of its duties or obligations thereunder in any transaction that does not constitute a change of control, without the prior written consent of the other party. A copy of the press release announcing the Agreement is attached as Exhibit 99.1 hereto.
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