EXHIBIT 10.13
DATED - , 2002
FORM OF ST. ▇▇▇▇ REINSURANCE COMPANY LIMITED
AND
PLATINUM RE (UK) LIMITED
----------------------------------------
UK UNDERWRITING AGENCY AND
UNDERWRITING MANAGEMENT AGREEMENT
----------------------------------------
▇▇▇▇▇▇▇▇▇ AND MAY
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
(GWJ/JCD)
2
CONTENTS
PAGE
1. Interpretation 5
2. Condition 7
3. Appointment 7
4. Platinum Re UK's Underwriting Authority 7
5. Reports and Records 8
6. Agency Fee 8
7. Termination of Agency Arrangements 9
8. Condition 9
9. Scope of Authority 9
10. Underwriting Agency 9
11. Reports and Records 10
12. Costs And Expenses 10
13. Term of the Underwriting Management Arrangements 10
14. Underwriting Services 10
15. Audit Rights 11
16. Data Protection and Business Information 11
17. Undertakings 12
18. Arbitration 12
19. Miscellaneous 13
20. Notices 14
21. Governing Law 15
22. Counterparts 15
3
Schedule A 16
FINITE REINSURANCE CONTRACTS 16
Non-Deficit Balance Contracts 16
Schedule B 17
FINITE REINSURANCE CONTRACTS 17
Deficit Balance Contracts 17
Schedule C 18
UNDERWRITING MANAGEMENT BUSINESS 18
4
THIS AGREEMENT is made on -, 2002
BETWEEN:
(1) ST. ▇▇▇▇ REINSURANCE COMPANY LIMITED (registered number 01460363) of The
St. ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ("ST. ▇▇▇▇ RE UK"); and
(2) PLATINUM RE (UK) LIMITED (registered number 4413755) of The St. ▇▇▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ("PLATINUM RE UK"),
(each a "PARTY" and together the "PARTIES").
WHEREAS:
A. The St. ▇▇▇▇ Companies, Inc. ("THE ST. ▇▇▇▇") and Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS") entered into a Formation and
Separation Agreement dated - June, 2002 (as such agreement may be amended
from time to time) (the "FORMATION AGREEMENT") setting forth certain terms
governing The St. Paul's sponsorship of the organisation of Platinum
Holdings and its subsidiaries, actions to be taken in respect of Platinum
Holdings' initial public offering (the "PUBLIC OFFERING") of its common
shares and the ongoing relationships between The St. ▇▇▇▇ and its
subsidiaries and Platinum Holdings and its subsidiaries after the effective
date of the Public Offering (the "CLOSING DATE").
B. Pursuant to the Formation Agreement, The St. ▇▇▇▇ and Platinum Holdings
agreed to procure that St. ▇▇▇▇ Re UK and Platinum Re UK would enter into
an agreement (the "Business Transfer Agreement") under which St. ▇▇▇▇ Re UK
would transfer certain assets associated with its reinsurance activities to
Platinum Re UK with the intention that Platinum Re UK shall carry on that
business or part thereof transferred in succession to St. ▇▇▇▇ Re UK as a
going concern.
C. Pursuant to the Formation Agreement, The St. ▇▇▇▇ and Platinum Holdings
agreed to procure (inter alia) that St. ▇▇▇▇ Re UK and Platinum Re UK would
enter into certain underwriting agency and underwriting management
arrangements under which Platinum Re UK would act as underwriting agent of
and/or perform certain underwriting functions on behalf of St. ▇▇▇▇ Re UK.
D. As part of the foregoing, the Parties have agreed to certain interim
arrangements which, following completion of the Public Offering, will apply
pending the receipt by Platinum Re UK of authorisation to carry on
reinsurance business in the United Kingdom. Pursuant to three quota share
retrocession agreements of even date between St. ▇▇▇▇ Re UK and Platinum
Underwriters Reinsurance Inc., a company licensed to carry on insurance and
reinsurance business in the United States of America, St. ▇▇▇▇ Re UK has
reinsured certain reinsurance business written or renewed by it on or after
1st January, 2002 and prior to such authorisation to Platinum Underwriters
Reinsurance
5
Inc., as more particularly set out in those quota share retrocession
agreements. The Parties have also agreed that pending the receipt by
Platinum Re UK of such authorisation or, if earlier, 31st December, 2002,
Platinum Re UK shall act as the agent of St. ▇▇▇▇ Re UK in relation to the
writing and renewal of reinsurance business on behalf of St. ▇▇▇▇ Re UK (on
the terms and conditions set out below).
E. The Parties wish to provide, subject to and upon Platinum Re UK becoming
authorised to write insurance business in the United Kingdom, for certain
specific reinsurance business as specified in Schedule C which is currently
written by St. ▇▇▇▇ Re UK to continue to be so written by St. ▇▇▇▇ Re UK
under the management of Platinum Re UK and on the basis that the same is
the subject of a 100% quota share reinsurance in favour of Platinum Re UK
or Platinum Underwriters Reinsurance Inc..
F. The Parties have agreed that the performance of their respective
obligations hereunder shall be conducted in a manner that is consistent
with the regulatory requirements to which the Parties are respectively
subject from time to time.
WHEREBY IT IS AGREED as follows:
PART A - GENERAL
1. INTERPRETATION
1.1 In this agreement (including the recitals and the Schedules):
"ACTION" means any action, suit, arbitration,
inquiry, proceeding or investigation by
or before any court, any governmental or
other regulatory or administrative
agency or commission or any arbitration
tribunal;
"AUTHORISATION" means the authorisation of Platinum Re
UK under Part IV of the Financial
Services and Markets ▇▇▇ ▇▇▇▇ to carry
on reinsurance business in the United
Kingdom;
"CLOSING DATE" has the meaning attributed to it in
Recital A;
"FORMATION AGREEMENT" has the meaning attributed to it in
Recital A;
"IPT" means insurance premium tax charged in
accordance with Part III of the Finance
▇▇▇ ▇▇▇▇ on gross written premium;
"PLATINUM HOLDINGS" has the meaning attributed to it in
Recital A;
"POLICY" means a contract of reinsurance which is
in one of the forms determined from time
to time by St. ▇▇▇▇ Re UK;
6
"PUBLIC OFFERING" has the meaning attributed to it in
Recital A;
"REINSURANCE" includes retrocession;
"REINSURED CONTRACTS" has the meaning attributed to it in
clause 10;
"THE ST. ▇▇▇▇" has the meaning attributed to it in
Recital A; and
"UNDERWRITING GUIDES" means the underwriting guides in the
form provided in writing by St. ▇▇▇▇ Re
UK to Platinum Re UK on or before the
date hereof, with such changes as are
notified in writing by St. ▇▇▇▇ Re UK to
Platinum Re UK from time to time.
1.2 In this agreement, unless otherwise specified:
(A) references to clauses, sub-clauses, Parts and the Schedules are to
clauses, sub-clauses and Parts of, and the Schedules to, this
agreement;
(B) headings to clauses, Parts and the Schedules are for convenience only
and do not affect the interpretation of this agreement;
(C) the Schedules form part of this agreement and shall have the same
force and effect as if expressly set out in the body of this agreement
and any reference to this agreement shall include the Schedules;
(D) references to an "AFFILIATE" of any person shall be construed so as to
mean a person which, directly or indirectly, controls, is under common
control with, or is controlled by, such person;
(E) references to a "COMPANY" shall be construed so as to include any
company, corporation or other body corporate, wherever and however
incorporated or established;
(F) references to a "PERSON" shall be construed so as to include any
individual, firm, company, trust, governmental, state or agency of a
state or any joint venture, association, partnership or other entity,
whether acting in an individual, fiduciary or other capacity (whether
or not having separate legal personality);
(G) the expressions "BODY CORPORATE" and "SUBSIDIARY" shall have the
meanings given in the Companies ▇▇▇ ▇▇▇▇, the Companies Consolidation
(Consequential Provisions) ▇▇▇ ▇▇▇▇, the Companies ▇▇▇ ▇▇▇▇ and Part V
of the Criminal Justice ▇▇▇ ▇▇▇▇;
(H) a reference to a statute or statutory provision shall include a
reference:
7
(i) to that statute or provision as from time to time consolidated,
modified, re-enacted or replaced by any statute or statutory
provision; and
(ii) to any subordinate legislation made under the relevant statute;
(I) references to any English legal term for any action, remedy, method of
judicial proceeding, legal document, legal status, court, official or
any legal concept or thing shall in respect of any jurisdiction other
than England be deemed to include terms which most nearly approximate
in that jurisdiction to the English legal term;
(J) references to writing shall include any modes of reproducing words in
a legible and non-transitory form;
(K) references to the "REGULATOR" in relation to either Party means the
Financial Services Authority or any successor thereto; and
(L) references to the singular shall, where the context so admits, include
a reference to the plural and vice versa.
PART B - AGENCY
2. CONDITION
The provisions of this Part B of this agreement shall take effect upon
completion of the Public Offering only if Platinum Re UK has not received
the Authorisation at that time.
3. APPOINTMENT
3.1 St. ▇▇▇▇ Re UK hereby appoints Platinum Re UK as its disclosed agent to
perform certain reinsurance underwriting, production management and
associated functions on its behalf (and in accordance with its instructions
from time to time, such instructions to be in writing wherever reasonably
practicable) and Platinum Re UK hereby accepts such appointment, in each
case on and subject to the conditions of this Part of this agreement.
3.2 St. ▇▇▇▇ Re UK hereby confers on Platinum Re UK all powers and authorities
necessary to enable Platinum Re UK properly to carry out its obligations
under this Part of this agreement.
4. PLATINUM RE UK'S UNDERWRITING AUTHORITY
4.1 Until the arrangements under this Part of this agreement are terminated or
expire, Platinum Re UK shall have authority to accept on behalf of St. ▇▇▇▇
Re UK any application for traditional reinsurance on the basis of
information contained in a duly completed application for cover and which
fulfils the relevant criteria within the Underwriting Guides. It shall be a
condition of Platinum Re UK's authority that any
8
traditional reinsurance business so accepted on behalf of St. ▇▇▇▇ Re UK is
covered under the relevant one hundred per cent. (100%) Quota Share
Retrocession Agreement between St. ▇▇▇▇ Re UK and Platinum Underwriters
Reinsurance Inc. dated as of the date hereof.
4.2 Until the arrangements under this Part of this agreement are terminated or
expire, Platinum Re UK shall have authority to accept on behalf of St. ▇▇▇▇
Re UK any application for finite reinsurance on the basis of information
contained in a duly completed application for cover and which fulfils the
relevant criteria within the Underwriting Guides. It shall be a condition
of Platinum Re UK's authority that any business so accepted on behalf of
St. ▇▇▇▇ Re UK is covered under the relevant one hundred per cent. (100%)
Quota Share Retrocession Agreement between St. ▇▇▇▇ Re UK and Platinum
Underwriters Reinsurance Inc. dated as of the date hereof.
4.3 Platinum Re UK shall also have authority to offer renewals of cover and to
make alterations and endorsements to the terms of cover provided that the
renewal, alteration or endorsement is within the relevant criteria set out
in the Underwriting Guides.
4.4 Save to the extent that Part C applies, Platinum Re UK shall have no
underwriting authority on behalf of St. ▇▇▇▇ Re UK save as expressly set
out in this clause.
5. REPORTS AND RECORDS
5.1 Platinum Re UK shall provide to St. ▇▇▇▇ Re UK no later than thirty days
after the end of each month, reports in such form as St. ▇▇▇▇ Re UK may
reasonably require, in hard copy and electronic form.
5.2 Platinum Re UK shall keep and maintain proper books and records wherein
shall be recorded all business transacted by it on behalf of St. ▇▇▇▇ Re UK
and shall retain such books and records as may be required by applicable
law or in accordance with the record retention policies of St. ▇▇▇▇ Re UK,
whichever is longer. All records of Platinum Re UK relating to the business
of St. ▇▇▇▇ Re UK shall be open to inspection by St. ▇▇▇▇ Re UK or its
representatives during regular business hours and Platinum Re UK shall
provide copies of all such books and records as may be requested by St.
▇▇▇▇ Re UK at the expense of Platinum Re UK.
6. AGENCY FEE
As compensation for its services under this Part of this agreement,
Platinum Re UK shall receive an agency fee equal to [5]% of the gross net
written premiums produced by Platinum Re UK for St. ▇▇▇▇ Re UK. "Gross net
written premiums" shall mean gross premiums less return premiums arising
from reduction in rate, cancellation or otherwise less premiums paid for
reinsurance which inures to the benefit of St. ▇▇▇▇ Re UK.
[INSTRUCTIONS OF ST. ▇▇▇▇ COMMERCIAL PEOPLE AWAITED. ENSURE REINSURANCE
COVERS THIS IN 'CEDING COMMISSION']
9
7. TERMINATION OF AGENCY ARRANGEMENTS
7.1 The provisions of this Part B of this agreement shall cease to have effect
upon the receipt by Platinum Re UK of the Authorisation.
7.2 In the event that the Authorisation shall not have occurred by 31st
December, 2002, this agreement (and not, for the avoidance of doubt, merely
the provisions of this Part of this agreement) shall terminate in its
entirety (save for the provisions in Clause 14), neither Party shall have
any liability to the other save to the extent that the same may have arisen
prior to such termination and Platinum Re UK shall cease to have any
authority to act on behalf of St. ▇▇▇▇ Re UK, provided, however, that
subject to the prior approval of the Financial Services Authority, the
Parties may (but shall be under no obligation to) agree to extend the
provisions of this Part B of this agreement until the earlier of receipt by
Platinum Re UK of the Authorisation and the first anniversary of the
Closing Date.
PART C - UNDERWRITING MANAGEMENT
8. CONDITION
The provisions of this Part C of this agreement shall take effect upon the
receipt by Platinum Re UK of the Authorisation.
9. SCOPE OF AUTHORITY
Subject to the direction and control of St. ▇▇▇▇ Re UK, Platinum Re UK is
hereby authorised to take and shall undertake all customary and reasonable
actions required on behalf of and in the name of St. ▇▇▇▇ Re UK, including
but not limited to negotiating, underwriting and executing on behalf of St.
▇▇▇▇ Re UK renewal reinsurance contracts ("REINSURED CONTRACTS") in respect
of the contracts specified in Schedule C attached hereto, subject to Clause
10.
10. UNDERWRITING AGENCY
Platinum Re UK shall on behalf of and at the direction of St. ▇▇▇▇ Re UK
underwrite renewals of the finite reinsurance contracts referred to in
Schedule C attached hereto on such terms as may be specifically agreed to
by St. ▇▇▇▇ Re UK. With respect to the finite contracts of the classes
specified on Schedule A or newly written under sub-clause 4.2 of this
Agreement, such contracts will be reinsured under the 100% Quota Share
Retrocession Agreement (Non-traditional-A) between St. ▇▇▇▇ Re UK and
Platinum Underwriters Reinsurance Inc. dated [ ] (or on such other terms
(including, where applicable, with Platinum Re UK as the reinsurer) as the
Parties may from time to time agree). With respect to finite reinsurance
contracts specified on Schedule B attached hereto, Platinum Re UK or, as
applicable, Platinum Underwriters Reinsurance Inc. shall propose the terms
for such reinsurance (including a fair market premium) to St. ▇▇▇▇ Re UK
for the one hundred per cent. (100%) quota share reinsurance to Platinum Re
UK or, as applicable, Platinum Underwriters Reinsurance Inc. of such
renewals and St. ▇▇▇▇ Re UK may elect, at its sole discretion, whether or
not to accept such reinsurance.
10
11. REPORTS AND RECORDS
11.1 Platinum Re UK shall provide to St. ▇▇▇▇ Re UK no later than thirty days
after the end of each month, reports in a form agreed between the Parties,
in hard copy and electronic form.
11.2 Platinum Re UK shall keep and maintain proper books and records wherein
shall be recorded all business transacted by it on behalf of St. ▇▇▇▇ Re UK
and shall retain such books and records as may be required by applicable
law or in accordance with the record retention policies of St. ▇▇▇▇ Re UK,
whichever is longer. All records of Platinum Re UK relating to the
Reinsured Contracts of St. ▇▇▇▇ Re UK shall be open to inspection by St.
▇▇▇▇ Re UK or its representatives during regular business hours and
Platinum Re UK shall provide copies of all such books and records as may be
requested by St. ▇▇▇▇ Re UK at the expense of Platinum Re UK.
12. COSTS AND EXPENSES
Platinum Re UK shall bear all charges and expenses incurred by it in
underwriting and administering the business with respect to the Reinsured
Contracts reinsured by Platinum Re UK, Platinum Underwriters Reinsurance
Inc. or any of their affiliates pursuant to this Part C of this agreement.
With respect to the scheduled services (in this clause, "Underwriting
Services") provided hereunder for contracts not reinsured by Platinum Re
UK, Platinum Underwriters Reinsurance Inc. or any of their affiliates, St.
▇▇▇▇ Re UK shall pay to Platinum Re UK the "actual cost" to Platinum Re UK
of performing such Underwriting Services (which shall consist of Platinum
Re UK's direct and reasonable indirect costs), as the case may be, as
certified in good faith by Platinum Re UK. For greater certainty, the
Parties agree that "actual cost" will include any incremental and
out-of-pocket costs incurred by Platinum Re UK in connection with the
Underwriting Services, including the conversion, acquisition and
disposition cost of software and equipment acquired for the purposes of
providing the Underwriting Services and the cost of establishing requisite
systems and data feeds and hiring necessary personnel.
13. TERM OF THE UNDERWRITING MANAGEMENT ARRANGEMENTS
Subject to clause 8 above, the provisions of this Part C of this agreement
shall continue until the third anniversary of the date hereof. St. ▇▇▇▇ Re
UK will have the option to renew the provisions of this Part C of this
agreement for another two years upon written notice to Platinum Re UK no
later than two months prior to the third anniversary of the date hereof.
PART D - FURTHER PROVISIONS
14. UNDERWRITING SERVICES
If St. ▇▇▇▇ Re UK at any time so requests, Platinum Re UK shall renew on
behalf of St. ▇▇▇▇ Re UK any finite Reinsurance Contract to which St. ▇▇▇▇
Re UK was a party prior
11
to the date hereof provided that Platinum Re UK shall have no obligation to
accept any retrocession of any such Reinsurance Contract and shall be
entitled to receive reimbursement of costs and expenses on the same basis
as in Clause 12.
15. AUDIT RIGHTS
15.1 Upon reasonable prior notice, each Party shall have full access to any
books and records maintained by the other Party and its affiliates insofar
as reasonably necessary for the purposes of confirming amounts properly
payable hereunder or satisfying any duty imposed hereby or resulting
herefrom.
15.2 Each Party shall permit and co-operate with any inspection by the regulator
or appointee of the regulator of the other Party in relation to the
provision of any of the services hereunder.
15.3 As soon as reasonably practicable following any request (or, in the case of
access required by the regulator of either Party, whether with or without
notice being given by such regulator), access shall be provided to
auditors, other nominated inspectors of that Party or the regulator or the
appointee of the regulator to relevant facilities where records are
maintained and provision shall be made for such auditors, other inspectors
or the regulator or the appointee of the regulator to receive such
assistance as they shall reasonably request in relation thereto.
15.4 In particular, each Party shall make available to the other Party all
information, data and materials:
(A) reasonably requested by that other Party so as to enable it to
evaluate the appropriateness of any charges and expenses payable
hereunder; or
(B) requested by the regulator of that other Party or the appointee of
such regulator in connection with any regulatory inspection.
15.5 Each Party acknowledges that an audit may be required for regulatory
purposes and shall maintain all relevant records in such manner and to such
standard as may reasonably be requested by the other Party for the purposes
of compliance with any regulatory requirements.
16. DATA PROTECTION AND BUSINESS INFORMATION
16.1 During the term of this agreement, the Parties shall ensure that they
comply at all times with the provisions of the Data Protection ▇▇▇ ▇▇▇▇ and
all related legislation, regulations and guidelines.
16.2 (A) Each Party shall ensure that to the extent that it holds information
which relates to the other Party's business it shall provide the other
Party with such access to that information as is reasonably required
for the other Party to carry on its business.
12
(B) For the avoidance of doubt, neither Party shall be required under
sub-clause (A) above to disclose any information which does not relate
to the other Party's business.
17. UNDERTAKINGS
17.1 Each of the Parties undertakes to the other Party to:
(A) act in a prompt, business-like and diligent manner, in good faith and
in such a way as does not bring the other Party's name into disrepute
or damage the goodwill of the other Party's business;
(B) comply with all applicable laws, bye-laws and the requirements of any
governmental or regulatory authority relating to the performance of
the Parties' respective obligations under this Part of this agreement;
(C) comply with the terms and conditions of the Policies;
(D) without prejudice to the generality of paragraphs (A) and (B) above,
comply in all respects with the authorisations and registrations of
the other Party under the Data Protection ▇▇▇ ▇▇▇▇; and
(E) deal with requests or enquiries from the other Party promptly and
efficiently (including, without limitation, with regard to the
provision of information by Platinum Re UK to enable St. ▇▇▇▇ Re UK to
comply with its regulatory obligations).
17.2 Without prejudice to the generality of sub-clauses 17.1(A) and (B) above
Platinum Re UK undertakes to St. ▇▇▇▇ Re UK to comply in all respects with
St. ▇▇▇▇ Re UK's authorisation to carry on an insurance business in the
United Kingdom for the purposes of the Financial Services and Markets ▇▇▇
▇▇▇▇ and without limitation to permit the Financial Services Authority to
have access to its premises and to deal with the Financial Services
Authority in an open and co-operative way.
17.3 Platinum Re UK shall comply with all instructions and requests from St.
▇▇▇▇ Re UK given or made for the purposes of the agency established
hereunder or for the purposes of enabling St. ▇▇▇▇ Re UK to supervise the
discharge of such agency.
18. ARBITRATION
18.1 All disputes and differences arising under or in connection with this
contract shall be referred to arbitration under the Arbitration Rules of
the ▇.▇.▇.▇. Reinsurance and Insurance Arbitration Society of the UK
("▇▇▇▇▇ (UK)").
18.2 The Arbitration Tribunal shall consist of three arbitrators, one to be
appointed by the Claimant, one to be appointed by the Respondent and the
third to be appointed by the two appointed arbitrators.
13
18.3 The third member of the Tribunal shall be appointed as soon as practicable
(and no later than 28 days) after the appointment of the two
party-appointed arbitrators. The Tribunal shall be constituted upon the
appointment of the third arbitrator.
18.4 The Arbitrators shall be persons (including those who have retired) with
not less than ten years' experience of insurance or reinsurance within the
industry or as lawyers or other professional advisers serving the industry.
18.5 Where a Party fails to appoint an arbitrator within 14 days of being called
upon to do so or where the two party-appointed arbitrators fail to appoint
a third within 28 days of their appointment, then upon application ▇▇▇▇▇
(UK) will appoint an arbitrator to fill the vacancy. At any time prior to
appointment by ▇▇▇▇▇ (UK) the Party or arbitrators in default may make such
appointment.
18.6 The Tribunal may in its sole discretion make such orders and directions as
it considers to be necessary for the final determination of the matters in
dispute. The Tribunal shall have the widest discretion permitted under the
law governing the arbitral procedure when making such order or directions.
18.7 The seat of arbitration shall be London.
19. MISCELLANEOUS
19.1 Neither Party may assign its rights under this agreement without the prior
written consent of the other. Subject to the foregoing, this agreement
shall be binding upon, inure to the benefit of and be enforceable by the
Parties and their respective successors and assigns.
19.2 This agreement may only be varied in writing signed by each of the Parties.
19.3 (A) No failure or delay on the part of either Party in exercising a right,
power or remedy provided by this agreement or by law shall operate as
a waiver of that right, power or remedy or a waiver of any other
rights, powers or remedies.
(B) No single or partial exercise of a right, power or remedy provided by
this agreement or by law shall prevent further exercise of that right,
power or remedy or the exercise of another right, power or remedy.
(C) Except as otherwise provided herein, the rights, powers and remedies
provided in this agreement shall be cumulative and not exclusive of
any rights, powers or remedies provided by law.
19.4 If any provision of this agreement or any part of any such provision is
held to be invalid, unlawful or unenforceable, such provision or part (as
the case may be) shall be ineffective only to the extent of such
invalidity, unlawfulness or unenforceability, without rendering invalid,
unlawful or unenforceable or otherwise prejudicing or affecting the
remainder of such provision or any other provision of this agreement.
14
19.5 The Parties hereto acknowledge that if any of the provisions of this
agreement were not to be performed in accordance with their specific terms
or were otherwise to be breached, irreparable damage would occur and
damages would not be an adequate remedy. In the event of any such breach,
the aggrieved Party shall be entitled, in addition to any other remedy at
law or in equity, to specific performance of the terms hereof and immediate
injunctive or other equitable relief, without the necessity of proving the
inadequacy of money damages as a remedy or of posting any bond or other
security.
19.6 The Parties do not intend that any term of this agreement shall be
enforceable, by virtue of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇,
by any person who is not a party to this agreement.
19.7 Nothing in this agreement and no action taken by the Parties under this
agreement shall constitute a partnership, association, joint venture or
other co-operative entity between the Parties.
19.8 Nothing in this agreement shall oblige either Party to act in breach of the
requirements of any law, rule or regulation applicable to it, including
securities and insurance laws, written policy statements of securities
commissions, insurance and other regulatory authorities, and the by-laws,
rules, regulations and written policy statements of relevant securities and
self-regulatory organisations.
20. NOTICES
20.1 Any notice required or permitted to be given under this agreement shall be
given in writing to the other Party at its address set out below:
if to St. ▇▇▇▇ Re UK, to:
St. ▇▇▇▇ Reinsurance Company Limited
[ADDRESS]
Fax number: -
marked for the attention of the [Company Secretary]
if to Platinum Re UK, to:
Platinum Re (UK) Limited
[ADDRESS]
Fax number: -
marked for the attention of the [Company Secretary]
Copy to:
[ANYONE?]
Fax number: -
marked for the attention of -
15
or to such other address or fax number, and marked for the attention of
such other person, as may from time to time be notified by the relevant
Party to the other Party.
20.2 Any such notice shall be sent by first class post or facsimile transmission
(copied by post) or delivered by hand and shall be deemed to be served:
(A) in the case of post, on the second business day after posting;
(B) in the case of facsimile transmission, upon successful transmission
(or, if the day of sending is not a business day in the place of
receipt, at the opening of business on the first business day in the
place of receipt thereafter); and
(C) in the case of delivery by hand, upon delivery (or, if the day of
delivery is not a business day in the place of receipt, at the opening
of business on the first business day in the place of receipt
thereafter).
21. GOVERNING LAW
This agreement shall be governed by and construed in accordance with
English law.
22. COUNTERPARTS
22.1 This agreement may be executed in any number of counterparts, and by the
Parties on separate counterparts, but shall not be effective until each
Party has executed at least one counterpart.
22.2 Each counterpart shall constitute an original of this agreement, but the
counterparts shall together constitute but one and the same instrument.
16
SCHEDULE A
FINITE REINSURANCE CONTRACTS
NON-DEFICIT BALANCE CONTRACTS
1. Transatlantic Re Replicat Policy No. [ ]
2. Bahamas First Triplicat Policy No. [ ]
17
SCHEDULE B
FINITE REINSURANCE CONTRACTS
DEFICIT BALANCE CONTRACTS
1. Transatlantic Re Risk XS Layers 1 and 2: Policy No. [ ]
18
SCHEDULE C
UNDERWRITING MANAGEMENT BUSINESS
Transatlantic Re Replicat : Policy No [ ]
Bahamas First Triplicat : Policy No [ ]
Transatlantic Re Risk XS Layers 1 and 2 : Policy No [ ]
Any new finite business written under
Clause 4.2 of this agreement.
IN WITNESS of which each of the Parties has executed this agreement on the day
and year first above written.
SIGNED by )
for and on behalf of ST. ▇▇▇▇ )
REINSURANCE COMPANY )
LIMITED )
SIGNED by )
for and on behalf of PLATINUM )
RE (UK) LIMITED )