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Exhibit 10.25
AGREEMENT
(hereinafter "Agreement")
by and between
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
(hereinafter called the "Company")
and
MANUFACTURER'S INDEMNITY AND INSURANCE COMPANY OF AMERICA
(hereinafter called "MIICA")
and
ZURICH REINSURANCE (NORTH AMERICA), INC.
MUNICH AMERICAN REINSURANCE COMPANY
SWISS REINSURANCE AMERICA CORPORATION
(formerly North American Reinsurance Corporation)
SCOR REINSURANCE COMPANY
AMERICAN RE-INSURANCE COMPANY
(hereinafter called the "Reinsurers")
WHEREAS, the Company and MIICA have entered into a Reinsurance Agreement
pursuant to which MIICA is ceding liabilities reinsured under certain policies
of Reinsurance (listed in Schedule A, the "Reinsurance") issued by the
Reinsurers to MIICA;
WHEREAS, it is the intent of the parties hereto that effective as of 12:01
a.m., March 31, 1998 (the "Effective Date"), the Company shall assume all
rights, duties, and obligations of MIICA with respect to the Reinsurance issued
by the Reinsurers to MICCA.
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained and upon the terms and conditions hereinafter set forth, the parties
hereto agree as follows:
ARTICLE I
ASSUMPTION OF RIGHTS, DUTIES AND LIABILITIES
MIICA hereby transfers and assigns to the Company and the Company hereby
accepts and assumes, all of MIICA's rights, duties and obligations with
respect to the Reinsurance. The parties agree that as of the Effective Date
the Company shall have the right to receive 100% of the reinsurance
coverage under the Reinsurance in all respects as if the Company rather
than MIICA were the original party to the Reinsurance.
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ARTICLE II
ERRORS AND OMISSIONS
Any inadvertent error, omission or delay in complying with the terms and
conditions of this Agreement shall not be held to relieve either party
hereto from any liability which would attach to it hereunder if such delay,
omission or error had not been made, provided such delay, omission or error
is rectified as soon as practicable upon discovery.
ARTICLE III
ARBITRATION CLAUSE
All disputes or differences arising out of the interpretation of this
Agreement shall be submitted to the binding decision of two (2)
Arbitrators, one to be chosen by each party, and in the event the
Arbitrators fail to agree, to the decision of an Umpire to be chosen by the
Arbitrators. The Arbitrators and Umpire shall be disinterested active or
retired executive officials of Fire or Casualty Insurance or Reinsurance
Companies. If either of the parties fails to appoint an Arbitrator within
one (1) month after being required by the other party in writing to do so,
or if the Arbitrators fail to appoint an Umpire, within one (1) month of
receipt of a request in writing by either of them to do so, such Arbitrator
or Umpire, as the case may be, shall at the request of either of them to do
so, such Arbitrator or Umpire, as the case may be, shall at the request of
either party be appointed by a Judge of the State Court of New York.
The Arbitration proceedings shall take place New York, New York. The
applicant shall submit its case within one (1) month after the appointment
of the Court of Arbitration, and the respondent shall submit his reply
within one (1) month after receipt of a claim. The Arbitrators and Umpire
are relieved from all judicial formality and may abstain from following the
strict rules of law.
The Arbitrators and the Umpire shall not award punitive damages. They shall
settle any dispute under this Agreement according to an equitable rather
than a strictly legal interpretation of its terms and their decision shall
be provided to the parties in writing and shall be final and not subject to
appeal. Judgement may be entered upon the award of the Arbitrators in any
court having jurisdiction thereof.
Each party shall bear the expenses of its Arbitrator and shall jointly and
equally share with the other the expense of the Umpire and of the
Arbitration.
This Article shall survive the termination of this Agreement.
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ARTICLE IV
NOTICE
Any notice or other communication required to be given hereunder shall be
effective only if in writing and shall be deemed sufficiently given only if
sent to the respective address shown below unless a change in address is
received by the notifying party.
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
attn: Risk Finance
Operations Division
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ZURICH REINSURANCE (NORTH AMERICA), INC.
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MUNICH AMERICAN REINSURANCE COMPANY
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SWISS REINSURANCE AMERICA CORPORATION
(formerly North American Reinsurance Corporation)
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SCOR REINSURANCE COMPANY
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MANUFACTURER'S INDEMNITY AND INSURANCE COMPANY OF
AMERICA
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AMERICAN RE-INSURANCE COMPANY
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ARTICLE V
MISCELLANEOUS
A. This Agreement shall not be deemed to give any right or remedy to any
third party whatsoever unless said right or remedy is specifically
granted to such third party by the terms hereof.
B. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto.
C. Nothing contained in this Agreement shall be construed so as to require
the commission of any act contrary to law, and wherever there is any
conflict between any provisions(s) of this Agreement and any statute,
law, ordinance or regulation contrary to which the parties hereto have
no legal right to contract, the latter shall prevail; provided,
however, that in such event the provision(s) of this Agreement so
affected shall be curtailed and limited only to extent necessary to
permit compliance with the minimum legal requirement, and no other
provisions of this Agreement shall be affected thereby, and all such
other provisions of this Agreement shall continue in full force and
effect.
D. This Agreement contains the full and complete understanding and
Agreement between the parties hereto with respect to the subject matter
hereof, and the parties acknowledge that neither is entering into this
Agreement in reliance upon any term, condition, representation or
warranty not stated herein and that this Agreement replaces any and all
prior agreements whether oral or written, pertaining to the subject
matter hereof.
E. Whenever the text hereof requires the use of a singular term it shall
include the appropriate plural term as the text of the instrument
requires.
F. All changes to this Agreement must be in writing and agreed to by the
Parties.
G. To the extent that any issues or disputes fall outside Article III of
this Agreement, this Agreement shall be governed by the laws of the
State of New York and the parties hereto do irrevocably submit to the
non-exclusive jurisdiction of the Courts in the State of New York and
to the extent permitted by law the parties expressly waive all rights
to challenge or otherwise limit such jurisdiction.
I. No failure or delay by a party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege
hereunder.
J. It is understood and agreed that this Agreement is a manuscript
agreement that has been negotiated at arm's length and on equal footing
as between the parties
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hereto, and that any dispute concerning the meaning of this Master
Policy, or any term or condition hereof, shall be resolved without
reference to the doctrine of contra proferentem or any related or
similar doctrine.
K. Each of the parties hereto represents that it has not assigned any of
its rights under the Policies, and the signatories to this Agreements
represent that they are fully authorized to execute the agreements and
releases set forth herein on behalf of the respective parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives in New York, New York this
_________ day of , 19_.
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
By: /s/
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Title:
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Address: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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ZURICH REINSURANCE (NORTH AMERICA), INC. (formerly known as
Zurich Reinsurance Centre, Inc.)
By: /s/
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Title:
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Address:
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MUNICH AMERICAN REINSURANCE COMPANY
By: /s/
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Title:
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Address:
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SWISS REINSURANCE AMERICA CORPORATION
By: /s/
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Title:
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Address:
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SCOR REINSURANCE COMPANY
By: /s/
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Title:
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Address:
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AMERICAN RE-INSURANCE COMPANY
By: /s/
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Title:
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Address:
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MANUFACTURER'S INDEMNITY AND INSURANCE COMPANY OF AMERICA
By: /s/
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Title:
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Address:
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SCHEDULE A
Reinsurance Coverage
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YEARS REINSURANCE COMPANY REINSURER'S
COVERAGE PARTICIPATION
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1991 to 1992 $20MM N. American 50% of $20MM
Munich Re 50% of $20MM
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1992 to 1993 $25MM N. American 50% of $20MM
Munich Re 50% of $20MM
SCOR
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1993 to 1994 $25MM Munich Re 50% of first $20MM
N. American 50% of first $20MM
SCOR Re 5 x $20MM
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1994 to 1995 $30MM Munich Re 50% of first $20MM
N. American 50% of first $20MM
SCOR 5 x $20MM
Zurich 5 x $25MM
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1995 to 1996 $30MM Munich Re 50% of first $20MM
N. American 50% of first $20MM
SCOR 5 x $20MM
Zurich 5 x $25MM
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1996 to 1997 $30MM Munich Re 50% of first $20MM
Swiss Re 50% of first $20MM
SCOR 5 X $20MM
Zurich 5 x $25MM
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1997 to 1998 $30MM Swiss Re 50% of first $20MM
American Re 50% of first $20MM
SCOR 5 x $20MM
American Re 5 x $25MM
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Legend
o All reinsurance is excess of one million dollar retention
o Munich Re = Munich American Reinsurance Company
o N. American = North American Reinsurance Corporation
o Swiss Re = Swiss Reinsurance America Corporation
o SCOR = SCOR Reinsurance Company
o Zurich = Zurich American Reinsurance Company