Exhibit 10.13
DRAFT (GWJ/JCD): 15/10/02
DATED --, 2002
ST. ▇▇▇▇ REINSURANCE COMPANY LIMITED
AND
PLATINUM RE (UK) LIMITED
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UK UNDERWRITING AGENCY AND
UNDERWRITING MANAGEMENT AGREEMENT
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▇▇▇▇▇▇▇▇▇ AND MAY
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
(GWJ/JCD)
CONTENTS
PAGE
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1. Interpretation 2
2. Condition 4
3. Appointment 4
4. Platinum Re UK's Underwriting Authority 4
5. Reports and Records 5
6. Agency Fee 6
7. Termination of Agency Arrangements 6
8. Condition 6
9. Scope of Authority 6
10. Underwriting Agency 6
11. Reports and Records 7
12. Costs And Expenses 7
13. Term of the Underwriting Management Arrangements 8
14. Underwriting Services 8
15. Audit Rights 8
16. Data Protection and Business Information 9
17. Undertakings 9
18. Arbitration 10
19. Miscellaneous 10
20. Notices 12
21. Governing Law 12
22. Counterparts 12
Schedule A 14
FINITE REINSURANCE CONTRACTS 14
Non-Deficit Balance Contracts 14
Schedule B 15
FINITE REINSURANCE CONTRACTS 15
Deficit Balance Contracts 15
Schedule C 16
UNDERWRITING MANAGEMENT BUSINESS 16
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, St. ▇▇▇▇ Management Limited 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 until the first anniversary of the completion of the Public
Offering. 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 Inc., as more particularly set out in
2
those quota share retrocession agreements. The Parties have also agreed
that until the first anniversary of the completion of the Public
Offering, 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.].[WHY, IF PLATINUM UK IS AUTHORIZED WOULD WE REINSURE
TO PLATINUM US?]
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
3
forms determined from time
to time by St. ▇▇▇▇ Re UK;
"PUBLIC OFFERING" has the meaning
attributed to it in Recital
A;
"REINSURANCE" includes retrocession;
"REINSURED CONTRACTS" has the meaning
attributed to it in clause 9;
"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 ▇▇▇
▇▇▇▇;
4
(H) a reference to a statute or statutory provision shall include
a reference:
(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.
3. APPOINTMENT
3.1 ▇▇▇▇ 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 ▇▇▇▇ 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
5
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. Such arrangement
shall be only in the instances where, despite the use of reasonable
best efforts, Platinum Re UK has either not obtained the Authorization
or it has not yet been approved as a reinsured by the relevant cedant.
It shall be a condition of Platinum Re UK's authority that any
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, or,
following receipt of the Authorization, Platinum Re UK. Prior to the
effective date of any such contract, Platinum Re UK shall provide to
the individual designated from time to time by St. ▇▇▇▇ Re UK in
writing a description of the contract to be issued or renewed, and
evidence indicating that the above-stated condition has been met.
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, or, following receipt of the Authorization, Platinum Re
UK.
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.
7. TERMINATION OF AGENCY ARRANGEMENTS
7.1 The provisions of this Part B of this agreement shall cease to have
effect upon the later of receipt by Platinum Re UK of the Authorisation
and the first anniversary of the completion of the Public Offering.
7.2 In the event that the Authorisation shall not have occurred by the
first anniversary of the completion of the Public Offering, 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.
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
7
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.
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.
8 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 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 Uponreasonable 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 EachParty 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.
9
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.
(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
10
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.
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.
11
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.
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.
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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
▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇
Fax number: ▇▇▇ ▇▇▇▇ ▇▇▇▇
marked for the attention of the Company Secretary
if to Platinum Re UK, to:
Platinum Re (UK) Limited
▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Fax number: ▇▇▇ ▇▇▇▇ ▇▇▇▇
marked for the attention of the Company Secretary
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.
13
22.2 Each counterpart shall constitute an original of this agreement, but
the counterparts shall together constitute but one and the same
instrument.
14
SCHEDULE A
FINITE REINSURANCE CONTRACTS
NON-DEFICIT BALANCE CONTRACTS
Transatlantic Re Replicat Policy No. 003223021FXP
Bahamas First Triplicat Policy No. 003356021FXP
15
SCHEDULE B
FINITE REINSURANCE CONTRACTS
DEFICIT BALANCE CONTRACTS
Transatlantic Re Risk XS Layer 1: Policy No. 003102011FXP
Transatlantic Re Risk XS Layer 2: Policy No. 003103011FXP
16
SCHEDULE C
UNDERWRITING MANAGEMENT BUSINESS
Transatlantic Re Replicat : Policy No. 003223021FXP
Bahamas First Triplicat : Policy No. 003356021FXP
Transatlantic Re Risk XS Layer 1 : Policy No. 003102011FXP
Transatlantic Re Risk XS Layer 2 : Policy No. 003103011FXP
Any new finite business written under Clause 4.2
of this agreement.
17
IN WITNESS of which each of the Parties has executed this agreement on the day
and year first above written.
18
SIGNED by )
for and on behalf of ST. ▇▇▇▇ )
REINSURANCE COMPANY LIMITED )
)
SIGNED by )
for and on behalf of PLATINUM RE (UK) )
LIMITED )