Document/Exhibit Description Pages Size
1: 10-K Platinum Underwriters Holdings, Ltd. 138 768K
2: EX-2.1 Formation and Separation Agreement 301 1.41M
3: EX-3.2 Restated Bye-Laws 54 170K
4: EX-4.1 Form of Certificate of Common Shares 2 20K
5: EX-4.2 Indenture 75 361K
6: EX-4.3 Indenture Supplement 20 83K
7: EX-4.4 Purchase Contract Agreement 125 487K
8: EX-4.5 Pledge Agreement 43 179K
9: EX-4.6 Form of Senior Note 13 58K
10: EX-4.7 Form of Guarantee 3 25K
11: EX-4.8 Form of Normal Unit 17 74K
12: EX-4.9 Form of Stripped Unit 16 65K
13: EX-10.1 Share Unit Plan for Non-Employee Directors 6 34K
16: EX-10.15 Letter Agreement 3 26K
17: EX-10.16 364-Day Credit Agreement 53 237K
18: EX-10.17 Letter Amendment #1 to 364-Day Credit Agreement 3 25K
19: EX-10.18 Letter Amendment #2 to 364-Day Credit Agreement 5 28K
20: EX-10.19 Capital Support Agreement 10 45K
14: EX-10.2 2002 Share Incentive Plan 13 67K
21: EX-10.20 Capital Support Agreement 4 25K
22: EX-10.21 Registration Rights Agreement 17 89K
23: EX-10.22 Option Agreement 14 70K
24: EX-10.23 Option Agreement 15 72K
25: EX-10.24 Option Agreement 14 71K
26: EX-10.25 Employee Benefits & Compensation Matters Agreement 29 79K
27: EX-10.26 Master Services Agreement 13 57K
28: EX-10.27 U.K. Master Services Agreement 18 64K
29: EX-10.28 Runoff Services Agreement 23 125K
30: EX-10.29 U.K. Runoff Services Agreement 18 65K
15: EX-10.3 Capital Accumulation Plan 11 57K
31: EX-10.30 Underwriting Management Agreement 9 31K
32: EX-10.31 U.K. Underwriting Agency & Management Agreement 21 62K
33: EX-10.32 U.K. Business Transfer Agreement 59 163K
34: EX-10.33 Intra-Group Asset Transfer Agreement 6 24K
35: EX-10.34 Transitional Trademark License Agreement 10 42K
36: EX-10.35 Investment Agreement 325 1.50M
37: EX-10.36 1st Amendment to Investment Agreement 4 27K
38: EX-10.37 Transfer Restrictions Reg. Righst & Standstill Agr 23 109K
39: EX-10.38 Option Agreement 14 69K
40: EX-10.39 Services & Capacity Reservation Agreement 8 40K
41: EX-10.40 100% Quota Share Retrocession Agreement 110 618K
42: EX-10.41 100% Quota Share Retrocession Agreement 41 149K
43: EX-10.42 100% Quota Share Retrocession Agreement 44 157K
44: EX-10.43 100% Quota Share Retrocession Agreement 42 151K
45: EX-10.44 100% Quota Share Retrocession Agreement 42 154K
46: EX-10.45 100% Quota Share Retrocession Agreement 42 153K
47: EX-10.46 100% Quota Share Retrocession Agreement 36 131K
48: EX-10.47 100% Quota Share Retrocession Agreement 41 152K
49: EX-10.48 100% Quota Share Retrocession Agreement 43 171K
50: EX-10.49 100% Quota Share Retrocession Agreement 41 153K
51: EX-10.50 100% Quota Share Retrocession Agreement 41 153K
52: EX-10.51 100% Quota Share Retrocession Agreement 43 157K
53: EX-10.52 Uk 100% Quota Share Retrocession Agreement 85 397K
54: EX-10.53 Uk 100% Quota Share Retrocession Agreement 42 156K
55: EX-10.54 Uk 100% Quota Share Retrocession Agreement 42 159K
56: EX-10.55 100% Quota Share Retrocession Agreement 114 387K
57: EX-10.56 Security Agreement 20 79K
58: EX-10.57 Control Agreement 31 111K
59: EX-10.58 Discretionary Investment Advisory Agreement 14 57K
60: EX-10.59 Revised & Amended Trust Agreement 28 79K
61: EX-10.60 Discretionary Investment Advisory Agreement 18 76K
62: EX-10.61 Revised and Amended Trust Agreement 26 73K
63: EX-10.62 Discretionary Investment Advisory Agreement 18 77K
64: EX-10.63 Letter Amend. to Revised & Amended Trust Agreement 2 22K
65: EX-10.64 Quota Share Retrocession Agreement 100 331K
66: EX-10.65 Security Agreement 22 86K
67: EX-10.66 Control Agreement 34 125K
68: EX-10.67 Discretionary Investment Advisory Agreement 15 61K
69: EX-99.1 Certification of CEO 1 17K
70: EX-99.2 Certification of CFO 1 18K
EXHIBIT 10.27
EXECUTION COPY
DATED 1 NOVEMBER, 2002
ST. PAUL REINSURANCE COMPANY LIMITED
AND
PLATINUM RE (UK) LIMITED
------------------------------------
UK MASTER SERVICES AGREEMENT
------------------------------------
SLAUGHTER AND MAY
ONE BUNHILL ROW
LONDON
EC1Y 8YY
(GWJ/GHXC)
CA021330120
CONTENTS
[Download Table]
PAGE
1. Interpretation 1
2. Condition 4
3. Transitional Services 4
4. Audit Rights 6
5. Billing and Taxes 7
6. Indemnification and Limitation on Liability 7
7. Data Protection and Business Information 8
8. Force Majeure 8
9. Term and Termination 9
10. Arbitration 9
11. Miscellaneous 10
12. Additional Services 12
13. Undertakings 12
14. Notices 12
15. Governing Law 13
16. Counterparts 13
Schedule Transitional Services 14
THIS AGREEMENT is made on November 1, 2002
BETWEEN:
(1) ST. PAUL REINSURANCE COMPANY LIMITED (registered number 01460363) of
The St. Paul House, 27 Camperdown Street, London E1 8DS ("ST. PAUL RE
UK"); and
(2) PLATINUM RE (UK) LIMITED (registered number 4413755) of The St. Paul
House, 27 Camperdown Street, London E1 8DS ("PLATINUM RE UK"),
(each a "PARTY" and together the "PARTIES").
WHEREAS:
A. The St. Paul Companies, Inc. ("ST. PAUL") and Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS") entered into a Formation and
Separation Agreement dated 28th October, 2002 (as such agreement may be
amended from time to time) (the "FORMATION AGREEMENT") setting forth
certain terms governing 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 St. Paul 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, St. Paul and Platinum Holdings
agreed to procure (inter alia) that St. Paul Re UK, St. Paul Management
Limited and Platinum Re UK would enter into an agreement (the "BUSINESS
TRANSFER AGREEMENT") under which St. Paul Re UK would transfer certain
of the assets associated with its reinsurance activities to Platinum Re
UK.
C. Pursuant to the Formation Agreement, St. Paul and Platinum Holdings
further agreed to procure that St. Paul Re UK and Platinum Re UK would
enter into an agreement (the "UK MASTER SERVICES AGREEMENT") relating
to the provision by St. Paul Re UK to Platinum Re UK of certain
administrative, accounting, human resources, systems and other support
services for a specified transition period after the Closing Date.
D. The Parties have agreed that the provision of services hereunder shall
be conducted in a manner that is consistent with the regulatory
requirements to which the Parties are respectively subject.
WHEREBY IT IS AGREED as follows:
1. INTERPRETATION
1.1 In this agreement (including the recitals and the Schedules):
"ARIAS (UK)" has the meaning attributed to it in sub-clause
10.3;
2
"BUSINESS TRANSFER has the meaning attributed to it in
AGREEMENT" Recital B;
"CLOSING DATE" has the meaning attributed to it in Recital
A;
"EVENTS OF FORCE MAJEURE" has the meaning attributed to it in
sub-clause 8.2;
"FORMATION AGREEMENT" has the meaning attributed to it in
Recital A;
"LOSSES" means any and all losses, liabilities,
claims, damages, obligations, payments,
costs and expenses, matured or unmatured,
absolute or contingent, accrued or
unaccrued, liquidated or unliquidated, known
or unknown (including, without limitation,
the costs and expenses of any Proceedings,
threatened Proceedings, demand, assessment,
judgment, settlement and compromise relating
thereto and legal fees and any and all
expenses whatsoever reasonably incurred in
investigating, preparing or defending
against any such Proceedings or threatened
Proceedings);
"PLATINUM HOLDINGS" has the meaning attributed to it in
Recital A;
"PROCEEDINGS" means any proceeding, suit, action, claim,
arbitration, subpoena, discovery, request,
inquiry or investigation by or before any
court, any governmental or other regulatory
or administrative agency or commission or
any arbitral tribunal arising out of or in
connection with this agreement;
"PUBLIC OFFERING" has the meaning attributed to it in
Recital A;
"ST. PAUL" has the meaning attributed to it in
Recital A;
"TRANSITIONAL SERVICES" has the meaning attributed to it in
sub-clause 3.1; and
"TRANSITIONAL SERVICES has the meaning attributed to it in
END DATE" sub-clause 3.4.
1.2 In this agreement, unless otherwise specified:
(A) references to clauses, sub-clauses and the Schedules are to
clauses and sub-clauses of, and the Schedules to, this
agreement;
(B) headings to clauses and the Schedules are for convenience only
and do not affect the interpretation of this agreement;
3
(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" shall be construed so as to mean
a person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common
control with, the person specified, where "CONTROL" means the
possession, directly or indirectly, of the power to direct or
cause the direction of the management policies of a person,
whether through the ownership of voting securities, by
contract, as trustee or executor, or otherwise;
(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 Act 1985, the Companies
Consolidation (Consequential Provisions) Act 1985, the
Companies Act 1989 and Part V of the Criminal Justice Act
1993;
(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.
4
2. CONDITION
This agreement shall become effective on the Closing Date.
3. TRANSITIONAL SERVICES
3.1 From and after the Closing Date, St. Paul Re UK shall provide to
Platinum Re UK, or procure the provision to Platinum Re UK of, each of
the services set out in the Schedule (as such may be amended from time
to time with the prior agreement of the Parties) (collectively, the
"TRANSITIONAL SERVICES").
3.2 St. Paul Re UK shall provide, or procure the provision of, each of the
Transitional Services in such manner as Platinum Re UK may from time to
time reasonably request for the purposes of this agreement, provided
that in no case shall St. Paul Re UK be required to provide, or procure
the provision of, any or all of the Transitional Services to a standard
which is materially higher than that to which the equivalent service is
generally provided by St. Paul Re UK (or an affiliate of St. Paul Re
UK) in respect of other business of St. Paul Re UK.
3.3 St. Paul Re UK shall be responsible for obtaining and maintaining in
full force and effect any and all licences and authorisations necessary
for the lawful provision of any or all of the Transitional Services
hereunder.
3.4 St. Paul Re UK shall provide, or procure the provision of, each of the
Transitional Services up to and including 30th June, 2003 (the
"TRANSITIONAL SERVICES END DATE"), provided that for each Transitional
Service St. Paul Re UK shall consider in good faith any request by
Platinum Re UK for the provision of a particular Transitional Service
to be continued beyond the Transitional Services End Date in the light
of the circumstances subsisting at the time such request is made. St.
Paul Re UK and Platinum Re UK shall agree upon the terms which will
govern the provision of the particular Transitional Service to be so
provided at the time Platinum Re UK makes such request.
3.5 St. Paul Re UK shall ensure that it does not breach any obligation owed
by it to the regulator and that it does not cause Platinum Re UK to be
in breach of its obligations owed to the regulator through the
provision of the Transitional Services hereunder.
3.6 (A) In consideration for the provision to it of each Transitional
Service, Platinum Re UK shall reimburse St. Paul Re UK or the
affiliate of St. Paul Re UK that provides the relevant
Transitional Services, as the case may be, in respect of the
actual cost, as certified in good faith by St. Paul Re UK, of
providing each Transitional Service to Platinum Re UK.
(B) For the purposes of sub-clause 3.6(A) above, the actual cost
shall consist of the direct and reasonable indirect costs of
St. Paul Re UK or any affiliate of St. Paul Re UK providing
Transitional Services hereunder and shall include any
incremental and out-of-pocket costs incurred by St. Paul Re UK
or any affiliate
5
of St. Paul Re UK providing Transitional Services hereunder in
connection with the Transitional Services, including the
conversion, acquisition and disposition cost of software and
equipment acquired for the purposes of providing the
Transitional Services and the cost of establishing requisite
systems and data feeds and hiring necessary personnel.
3.7 (A) Subject to receiving assistance from St. Paul Re UK's
employees, contractors and managed vendors, Platinum Re UK
shall use commercially reasonable endeavours to eliminate its
need for the Transitional Services as soon as reasonably
practicable after the Closing Date.
(B) St. Paul Re UK shall assign its service co-ordinator (as
described in sub-clause 3.8 below) and shall provide such
other assistance as is reasonably necessary to allow Platinum
Re UK to exit St. Paul Re UK's systems in a timely and
efficient manner.
3.8 (A) Each Party shall appoint a service co-ordinator with skills
and experience reasonably acceptable to the other Party who
will:
(i) provide continuous oversight and co-ordination of the
Transitional Services;
(ii) communicate concerning disputes with respect to the
Transitional Services;
(iii) be available to the Parties during normal business
hours; and
(iv) be responsible for providing, or for delegating the
provision of, assistance regarding the Transitional
Services.
(B) The service co-ordinators shall co-operate on a regular basis
to plan the delivery of the Transitional Services, including
the timetable for performance of the Transitional Services and
the incurring of costs related thereto.
(C) Either Party may from time to time substitute the individual
serving as its service co-ordinator with another individual
qualified to serve in that position.
3.9 (A) Subject to any relevant confidentiality or other obligations
to or rights of third parties, St. Paul Re UK shall provide to
Platinum Re UK all service operating manuals and other written
materials relating to the Transitional Services, together with
any supplements or updates thereto, as reasonably requested by
Platinum Re UK.
(B) Platinum Re UK may, subject to complying with the terms of
this agreement and any rights of third parties, at its own
expense copy any material provided to it pursuant to
sub-clause 3.9(A) above.
6
3.10 Platinum Re UK shall promptly notify St. Paul Re UK in writing if it
becomes aware of any services different from or in addition to the
Transitional Services as set out in the Schedule which are necessary
and advisable for fulfilling any of the purposes set out in this
agreement, and the Parties hereby undertake to co-operate in good faith
promptly to agree revisions to this agreement as necessary and
advisable to reflect the intention of the Parties as to the provision
of those services and the payment therefor or to satisfy any regulatory
requirements applicable to either of them by virtue of the provision of
the Transitional Services to Platinum Re UK hereunder.
3.11 Upon the terms and subject to the conditions set out in this agreement,
each Party agrees to use commercially reasonable endeavours to take, or
procure to be taken, all actions and to do, or procure to be done, and
to assist and co-operate with the other Party in doing, all things
which the Parties, acting reasonably, agree to be necessary or
advisable to effect the transactions contemplated by this agreement.
3.12 Platinum Re UK shall fully comply with and shall procure that its
officers, directors, employees, contractors, agents and other
representatives fully comply with any security guidelines and other
rules and regulations notified to it by St. Paul Re UK from time to
time in respect of the enjoyment of the Transitional Services and shall
not otherwise use or permit the use of the Transitional Services and/or
access to the systems of St. Paul Re UK or any of its affiliates for
any purpose other than in the ordinary course of the Business (as
defined in the Business Transfer Agreement).
4. AUDIT RIGHTS
4.1 Upon reasonable prior notice, each Party hereto shall have full access
to any books and records maintained by the other 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.
4.2 Each Party shall permit and co-operate with any inspection by the
regulator or appointee of the regulator in relation to the provision of
any of the Transitional Services hereunder.
4.3 As soon as reasonably practicable following any request (or, in the
case of access required by the regulator, whether with or without
notice being given by the regulator), access shall be provided to
auditors, other nominated inspectors of the requesting 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.
4.4 In particular, each Party shall make available to the other all
information, data and materials:
(A) reasonably requested by the other Party so as to enable it to
evaluate the appropriateness of any charges and expenses
payable hereunder; or
7
(B) requested by the regulator or the appointee of the regulator
in connection with any regulatory inspection.
4.5 The Parties acknowledge 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 either Party for the
purposes of compliance with any regulatory requirements.
5. BILLING AND TAXES
5.1 No later than thirty days following the last day of each calendar
quarter, St. Paul Re UK shall provide to Platinum Re UK a report
containing an itemised list of the Transitional Services provided to
Platinum Re UK during such previous calendar quarter in such form as
the Parties shall agree.
5.2 Platinum Re UK shall promptly, and in any event no later than 30 days
after receipt of such report unless Platinum Re UK is contesting in
good faith the amount set forth in the report, pay to St. Paul Re UK or
the affiliate of St. Paul Re UK that provides the relevant Transitional
Services, as the case may be, by wire transfer of immediately available
funds all amounts payable in respect of the Transitional Services as
set forth in such report.
5.3 Each Party shall pay all taxes for which it is the primary obligor as a
result of the provision of Transitional Services under this agreement,
provided that Platinum Re UK shall be solely responsible for, and shall
reimburse St. Paul Re UK or the affiliate of St. Paul Re UK that
provides the relevant Transitional Services, as the case may be, in
respect of, any sales, gross receipts, value added or transfer tax
payable with respect to the provision of any Transitional Service under
this agreement (any such reimbursement obligation being, for the
avoidance of doubt, in addition to Platinum Re UK's obligation to pay
for such Transitional Service).
6. INDEMNIFICATION AND LIMITATION ON LIABILITY
6.1 Platinum Re UK shall indemnify and hold harmless, to the fullest extent
permitted by law, St. Paul Re UK or the relevant affiliate, its
officers, directors and employees ("ST. PAUL INDEMNITEES") from and
against any and all Losses incurred by any St. Paul Indemnitee arising
out of or based upon:
(A) any actions taken or omitted by any such St. Paul Indemnitee
at the direction of Platinum Re UK pursuant to this agreement;
or
(B) any breach by Platinum Re UK of any of the covenants it has
given under this agreement.
6.2 (A) Subject to sub-clause 6.2(B) below, St. Paul Re UK shall
indemnify and hold harmless, to the fullest extent permitted
by law, Platinum Re UK, its officers,
8
directors and employees ("PLATINUM INDEMNITEES") from and
against any and all Losses incurred by any Platinum Indemnitee
arising out of or based upon:
(i) the negligence or wilful misconduct of any person
providing Transitional Services; or
(ii) any breach by St. Paul Re UK of any of the covenants
it has given under this agreement.
(B) Notwithstanding anything to the contrary in this agreement,
the total aggregate liability of St. Paul Re UK in respect of
indemnifiable Losses pursuant to sub-clause 6.2(A) above shall
not in any event exceed the aggregate amount paid to St. Paul
Re UK by Platinum Re UK pursuant to sub-clause 3.6 above.
6.3 Except with respect to claims relating to actual fraud, the remedies
set forth in this clause 6 shall be the sole and exclusive remedies of
the Parties in relation to any and all claims for indemnification under
this agreement.
7. DATA PROTECTION AND BUSINESS INFORMATION
7.1 During the term of this agreement, the Parties shall ensure that they
comply at all times with the provisions of the Data Protection Act 1998
and all related legislation, regulations and guidelines.
7.2 Without prejudice to the generality of sub-clause 7.1 above, each Party
undertakes to the other to comply in all respects with the
authorisations and registrations of the other Party under the Data
Protection Act 1998.
7.3 (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 7.3(A) above to disclose any information
which does not relate to the other Party's business.
8. FORCE MAJEURE
8.1 Neither Party shall be liable to the other for any total or partial
failure to comply with any of the terms or provisions of this agreement
by reason of an Event of Force Majeure, provided that the affected
Party shall take all reasonable steps to mitigate any such failure.
8.2 For the purposes of this clause 8, "EVENTS OF FORCE MAJEURE" shall mean
fires, floods, earthquakes, elements of nature or acts of God, acts of
war, terrorism, riots, civil disorders, rebellions or revolutions,
strikes, lock-outs or labour difficulties, power
9
outages, equipment failures, computer viruses or malicious acts of
third parties and laws, orders, proclamations, regulations, ordinances,
demands or requirements of governmental authorities.
9. TERM AND TERMINATION
9.1 This agreement shall be construed as a separate and independent
agreement for each Transitional Service provided hereunder.
9.2 This agreement shall continue in full force and effect until all
obligations hereunder have been fulfilled, unless terminated sooner in
accordance with the provisions of sub-clause 9.3 below.
9.3 (A) Platinum Re UK may terminate any or all of the Transitional
Services upon thirty days' prior written notice at any time to
St. Paul Re UK.
(B) Termination of this agreement with respect to any Transitional
Service shall not operate to terminate this agreement with
respect to any other Transitional Service then being provided
hereunder.
(C) Notwithstanding anything in this agreement to the contrary,
any termination of this agreement with respect to any
Transitional Service shall be final.
10. ARBITRATION
10.1 All matters in difference between the Parties arising under, out of or
in connection with this agreement, including formation and validity,
and whether arising during or after the period of this agreement, may
be referred by either Party to an arbitration tribunal in the manner
hereinafter set out.
10.2 Unless the Parties appoint a sole arbitrator within 14 days of one
receiving a written request from the other for arbitration, the
claimant (the Party requesting arbitration) shall appoint its
arbitrator and give written notice thereof to the respondent. Within 14
days of receiving such notice the respondent shall appoint its
arbitrator and give written notice thereof to the claimant, failing
which the claimant may apply to the appointor hereafter named to
nominate an arbitrator on behalf of the respondent.
10.3 The appointor shall be the Chairman for the time being of the A.I.D.A.
Reinsurance and Insurance Arbitration Society of the UK ("ARIAS (UK)")
or, if he is unavailable or it is inappropriate for him to act for any
reason, such person as may be nominated by the Committee of ARIAS (UK).
10.4 Before they enter upon a reference the two arbitrators shall appoint a
third arbitrator. Should they fail to appoint such a third arbitrator
within 30 days of the appointment of the respondent's arbitrator then
any of them or either of the Parties concerned may apply to the
appointor for the appointment of the third arbitrator. The three
arbitrators
10
shall decide by majority. If no majority can be reached the verdict of
the third arbitrator shall prevail. He shall also act as chairman of
the tribunal.
10.5 Unless the Parties otherwise agree the arbitration tribunal shall
consist of persons (including those who have retired) with not less
than ten years' experience of insurance or reinsurance as persons
engaged in the industry itself or as lawyers or other professional
advisers.
10.6 The arbitration tribunal shall, so far as is permissible under the law
and practice of the place of arbitration, have power to fix all
procedural rules for the holding of the arbitration including
discretionary power to make orders as to any matters which it may
consider proper in the circumstances of the case with regard to
pleadings, discovery, inspection of the documents, examination of
witnesses and any other matter whatsoever relating to the conduct of
the arbitration and may receive and act upon such evidence whether oral
or written, strictly admissible or not as it shall in its discretion
think fit.
10.7 All costs of the arbitration shall be determined by the arbitration
tribunal who may, taking into account the law and practice of the place
of arbitration, direct to and by whom and in what manner they shall be
paid.
10.8 Unless the Parties otherwise agree, the place of arbitration shall be
London, England and, for the avoidance of doubt, the arbitration
tribunal shall apply English law.
10.9 The award of the arbitration tribunal shall be in writing and binding
upon the Parties who consent to carry out the same.
11. MISCELLANEOUS
11.1 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.
11.2 This agreement and the Formation Agreement constitute the whole and
only agreement between the Parties in relation to the subject matter of
this agreement and, save to the extent repeated in this agreement
and/or the Formation Agreement, supersede any previous agreement
between the Parties with respect thereto.
11.3 This agreement may only be varied in writing signed by each of the
Parties.
11.4 (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.
11
(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.
11.5 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.
11.6 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.
11.7 Nothing in this agreement shall require Platinum Re UK to purchase any
particular quantity or level of any Transitional Service provided under
this agreement.
11.8 Except in relation to sub-clauses 3.6, 5.2, 5.3 and 6.1, the Parties do
not intend that any term of this agreement shall be enforceable, by
virtue of the Contracts (Rights of Third Parties) Act 1999, by any
person who is not a party to this agreement.
11.9 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, nor are the terms of
this agreement intended to constitute the Parties a joint employer for
any purpose.
11.10 Each of the Parties agrees that the provisions of this agreement as a
whole are not intended to, and do not, constitute control of the other
Party or provide it with the ability to control such other Party, and
each Party expressly disclaims any right or power under this agreement
to exercise any power whatsoever over the management or policies of the
other.
11.11 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.
12
12. ADDITIONAL SERVICES
To the extent that, at the request of Platinum Re UK or as required
under the terms of this agreement, St. Paul Re UK provides services to,
or performs activities for the benefit of, Platinum Re UK in addition
to the Transitional Services, including without limitation pursuant to
sub-clause 3.10 above, Platinum Re UK shall promptly reimburse St. Paul
Re UK for the actual cost to St. Paul Re UK of providing such services
or performing such activities and sub-clause 5.3 shall apply to the
provision of such services.
13. UNDERTAKINGS
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; and
(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
agreement.
14. NOTICES
14.1 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. Paul Re UK, to:
St. Paul Reinsurance Company Limited
27, Camperdown Street,
London, E1 8DS
Fax number: 020 7488 6345
marked for the attention of the Company Secretary
if to Platinum Re UK, to:
Platinum Re (UK) Limited
52, Lime Street,
London, EC3M 7NL
Fax number: 020 7623 6610
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.
13
14.2 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).
15. GOVERNING LAW
This agreement shall be governed by and construed in accordance with
English law.
16. COUNTERPARTS
16.1 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.
16.2 Each counterpart shall constitute an original of this agreement, but
the counterparts shall together constitute but one and the same
instrument.
IN WITNESS of which each of the Parties has executed this agreement on the day
and year first above written.
14
SCHEDULE
TRANSITIONAL SERVICES
- IT support - in the form of read-only access to St. Paul Re
UK's underwriting and financial systems (in particular, to
trading records and contract performance statistics) (provided
that Platinum Re UK shall comply with the reasonable
requirements of St. Paul Re UK as to security).
- Computer network services, including cabling, hubs and
switches, to the extent that Platinum Re UK operates the
Business at 52 Lime Street, London, EC3M 7NL.
- Data communication: inter-office data communications (subject
to confirmation from BT that the transitional arrangements are
permitted by current contract), to the extent that Platinum Re
UK operates the Business at 52 Lime Street, London, EC3M 7NL.
- Internet connectivity, to the extent that Platinum Re UK
operates the Business at 52 Lime Street, London, EC3M 7NL.
- E-mail.
- Video conferencing, to the extent that Platinum Re UK operates
the Business at 52 Lime Street, London, EC3M 7NL.
- Environmentally controlled room to house Platinum Re UK's
information technology, to the extent that Platinum Re UK
operates the Business at 52 Lime Street, London, EC3M 7NL.
- Telephone network (including voicemail) - to be used by
Platinum Re UK until such time as it installs its own - to the
extent that Platinum Re UK operates the Business at 52 Lime
Street, London, EC3M 7NL.
- Compliance with insurance regulatory reporting and information
requirements - to allow Platinum Re UK appropriate analysis of
the business ceded to Platinum Re UK by St. Paul Re UK to
enable Platinum Re UK to complete its returns.
- Payroll and benefit administration services.
- Access to and co-operation of claims personnel in settlement
of claims concerning clients who are ongoing in Platinum Re UK
where St. Paul Re UK is administering the run-off.
- Facilities management services to the extent that Platinum Re
UK operates the Business at 52 Limes Street, London, EC3M 7NL.
- Premium billing and collection services.
15
- Quarterly historical experience reports on the run-off
business of St. Paul Re UK.
- Reporting and auditing trails with respect to the business
written via the UK Underwriting Agency and Underwriting
Management Agreement.
- General systems expertise from various individuals including
access to all information technology personnel.
16
SIGNED by )
for and on behalf of ST. PAUL )
REINSURANCE COMPANY )
LIMITED ) /s/ G.R. Butler
SIGNED by )
for and on behalf of PLATINUM )
RE (UK) LIMITED ) /s/ T.J. Mahoney
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/31/03 | | | | | | | 10-Q |
| For Period End: | | 12/31/02 |
| | 11/1/02 | | 3 | | | | | 3 |
| List all Filings |
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