EXHIBIT 10.3a
GUARANTEE OF PXRE GROUP LTD.
THIS DEED POLL GUARANTEE is made and effective as of September 1, 2002
by PXRE GROUP LTD., a Bermuda corporation (the "Guarantor") in respect of PXRE
REINSURANCE LTD., a Bermuda reinsurance company (the "Reinsurer").
WHEREAS, the Guarantor owns, beneficially and of record, all of the
issued and outstanding capital stock of the Reinsurer;
WHEREAS, the Guarantor wishes to guarantee the Reinsurer's performance
of obligations assumed during the course of the Reinsurer's reinsurance
business;
NOW THEREFORE, the Guarantor hereby agrees as follows:
1. Guarantee. To induce cedents (the "Cedents") under any and all
reinsurance agreements, binder and slips entered into after the date hereof
between such Cedents and the Reinsurer to enter into such reinsurance
agreements, the Guarantor as primary obligor hereby absolutely, unconditionally
and irrevocably guarantees severally to each of the Cedents the prompt payment
and performance, when due, of any and all obligations, amounts or other
liabilities (the "Obligations") of Reinsurer now or hereafter existing under any
reinsurance agreement, binder or slip entered into by Reinsurer after the date
hereof and specifically designated therein as a "Reinsurance Agreement" having
the benefit of this Guarantee, which shall be accomplished by inclusion of the
following clause therein:
"This Agreement constitutes a "Reinsurance Agreement" as
defined in, and for purposes of, the Guarantee dated as of
September 1, 2002 by PXRE Group Ltd. in favor of PXRE
Reinsurance Ltd."
2. Duration. This Deed shall in relation to any Reinsurance Agreement
(i) take effect on and be deemed to be delivered as a deed on the date on which
the Reinsurance Agreement is executed and (ii) shall continue and remain in
force and effect until and shall expire on the date on which the Reinsurer shall
have performed all its obligations and discharged its liabilities under the
Reinsurance Agreement.
3. Notice to Guarantor. The Guarantor waives notice of (i) acceptance
of the Guarantee by any Cedent, and (ii) the entering into by the Reinsurer of
any contract with any Cedent.
4. Consideration and Several Guarantee. The Guarantor assumes the
obligations and liabilities under this Deed in consideration of such Cedent
entering into the Reinsurance Agreement, whether such entry is effected on the
date of this Deed or subsequently. This Guarantee is made for the benefit of the
Cedents severally.
5. Nature of Guarantee. The Guarantor's obligations hereunder shall not
be affected by the existence, validity, enforceability, or by any other
circumstance relating to the Obligations that might otherwise constitute a legal
or equitable discharge of or defense to the Guarantor not available to the
Reinsurer. The Guarantor agrees that the Cedents may resort to the Guarantor for
payment of any of the Obligations whether or not the Cedents shall have
proceeded against the Reinsurer or any other obligor principally or secondarily
obligated with respect to the Obligations. The Cedents shall not be obligated to
file any claim relating to the Obligations in the event that the Reinsurer
becomes subject to an insolvency, reorganization or similar proceeding, and the
failure of the Cedents to so file shall not affect the Guarantor's obligations
hereunder. In the event that any payment to the Cedents in respect of the
Obligations is rescinded or must otherwise be returned for any reason
whatsoever, the Guarantor shall remain liable hereunder with respect to such
Obligations as if such payment had not been made. The Guarantor reserves the
right to (a) set-off against any payment owing hereunder any amounts owing by
the Cedents to the Reinsurer and (b) assert defenses which the Reinsurer may
have to payment of the Obligations other than defenses arising from bankruptcy
or insolvency of the Reinsurer and other defenses expressly waived hereby.
6. Changes in Obligations, and Agreements Relating thereto; Waiver of
Certain Notices. The Guarantor agrees that the Cedents may at any time and from
time to time, either before or after the maturity thereof, without notice to or
further consent of the Guarantor, extend the time of payment of, or renew all or
any part of the Obligations, and may also make any agreement with the Reinsurer
for the extension, renewal, payment, compromise, discharge or release thereof,
in whole or in part, or for any modification of the terms thereof or of any
agreement between the Cedents and the Reinsurer, without in any way impairing or
affecting this Guarantee. The Guarantor waives notice of the acceptance of this
Guarantee and of the Obligations, presentment, demand for payment, notice of
dishonor and protest.
7. Expenses. The Guarantor agrees to pay on demand all fees and out of
pocket expenses (including the reasonable fees and expenses of one firm of
counsel representing the Cedents) in any way relating to the enforcement or
protection of the rights of the Cedents hereunder; provided, that the Guarantor
shall not be liable for any expenses of the Cedents if no payment under this
Guarantee is due
8. Subrogation. Upon payment of any of the Obligations, the Guarantor
shall be subrogated to the rights of the Cedents against the Reinsurer with
respect to such Obligations, and the Cedents agree by their acceptance of the
Reinsurance Agreements to take at the Guarantor's expense such steps as the
Guarantor may reasonably request to implement such subrogation.
9. No Waiver; Cumulative Rights. No failure on the part of the Cedents
to exercise, and no delay in exercising, any right, remedy or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise by
the Cedents of any right, remedy or power hereunder preclude any other or future
exercise of any right, remedy or power. Each and every right, remedy and power
hereby granted to the Cedents or allowed it by law or other agreement shall be
cumulative and not exclusive of any other, and may be exercised by the Cedents
at any time or from time to time.
10. Assignment. No Cedent may assign its rights, interests or
obligations hereunder to any other person (except by operation of law) without
the prior written consent of the Guarantor.
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11. Notices. All notices or demands on the Guarantor shall be deemed
effective when received, shall be in writing and shall be delivered by hand or
by registered mail, or by facsimile transmission promptly confirmed by
registered mail, addressed to the Guarantor at:
PXRE GROUP LTD.
00 Xxxxx Xxxxxx
Xxxxxxxx XX 00
Xxxxxxx
Xxxx: President
Fax: (000) 000-0000
or to such other address or fax number as the Guarantor shall have notified the
Cedents in a written notice delivered to the Cedents at the addresses or
facsimile numbers specified in the Reinsurer's records.
12. Continuing Guarantee. This Guarantee shall remain in full force and
effect and shall be binding on the Guarantor, its successors and assigns until
all of the Obligations have been satisfied in full. Notwithstanding the
foregoing, this Guarantee may be amended or terminated at any time by written
amendment signed by the Guarantor, provided, that no such amendment or
termination may adversely affect the rights, whether absolute or contingent, of
any Cedent which shall have accrued or that may accrue hereunder, other than any
rights with respect to any Reinsurance Agreement entered into after the Cedent
shall have received notice of such amendment or termination; and provided
further, that no such termination or amendment shall be effective with respect
to any Reinsurance Agreement entered into prior to the subject Cedent's receipt
of notice of termination or amendment until the Obligations incurred under such
Reinsurance Agreements shall either be no longer outstanding or satisfied in
full.
13. Governing Law. This Guarantee shall be governed by and construed in
accordance with the laws of Bermuda without regard to principles of conflicts of
laws.
IN WITNESS WHEREOF, this Deed Poll Guarantee has been duly executed as
a deed and shall be delivered by the Guarantor in accordance with clause 2
hereof.
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SEAL: PXRE GROUP LTD.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President & Chief Operating Officer
By: /s/ Xxx X. Xxxxxxxxxxx
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Xxx X. Xxxxxxxxxxx
Executive Vice President
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