Exhibit 10.7
THIS AGREEMENT is made on *, 2002
BETWEEN:
(1) ST. XXXX REINSURANCE COMPANY LIMITED (registered number 01460363) of
The St. Xxxx Xxxxx, 00 Xxxxxxxxxx Xxxxxx, Xxxxxx X0 0XX ("ST. XXXX RE
UK"); and
(2) PLATINUM RE (UK) LIMITED (registered number 4413755) of The St. Xxxx
Xxxxx, 00 Xxxxxxxxxx Xxxxxx, Xxxxxx X0 0XX ("PLATINUM RE UK"),
(each a "PARTY" and together the "PARTIES").
WHEREAS:
A. The St. Xxxx Companies, Inc. ("ST. XXXX") and Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS") entered into a Formation and
Separation Agreement dated *, 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. Xxxx 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. Xxxx and Platinum Holdings
agreed to procure (inter alia) that St. Xxxx Re UK and Platinum Re UK
would enter into an agreement (the "BUSINESS TRANSFER AGREEMENT") under
which St. Xxxx Re UK would transfer certain of the assets associated with
its reinsurance activities to Platinum Re UK.
C. Pursuant to the Formation Agreement, St. Xxxx and Platinum Holdings
further agreed to procure that St. Xxxx Re UK and Platinum Re UK would
enter into an agreement (the "UK MASTER SERVICES AGREEMENT") relating to
the provision by St. Xxxx 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):
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"XXXXX (UK)" has the meaning attributed to it in
sub-clause 10.3;
"BUSINESS TRANSFER AGREEMENT" has the meaning attributed to it in
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. XXXX" 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 END DATE" has the meaning attributed to it in
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;
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(B) headings to clauses 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" 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 Xxx 0000, the Companies
Consolidation (Consequential Provisions) Xxx 0000, the Companies
Xxx 0000 and Part V of the Criminal Justice Xxx 0000;
(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
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(L) references to the singular shall, where the context so admits,
include a reference to the plural and vice versa.
2. CONDITION
This agreement shall become effective on the Closing Date.
3. TRANSITIONAL SERVICES
3.1 From and after the Closing Date, St. Xxxx 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. Xxxx 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. Xxxx 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. Xxxx Re UK (or an affiliate of St. Xxxx Re UK)
in respect of other business of St. Xxxx Re UK.
3.3 St. Xxxx 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. Xxxx 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. Xxxx 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. Xxxx
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. Xxxx 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. Xxxx Re UK or the
affiliate of St. Xxxx 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. Xxxx Re UK, of providing each
Transitional Service to Platinum Re UK.
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(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. Xxxx Re
UK or any affiliate of St. Xxxx Re UK providing Transitional
Services hereunder and shall include any incremental and
out-of-pocket costs incurred by St. Xxxx Re UK or any affiliate of
St. Xxxx 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. Xxxx 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. Xxxx 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. Xxxx 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. Xxxx 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.
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(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.
3.10 Platinum Re UK shall promptly notify St. Xxxx 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. Xxxx 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. Xxxx 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.
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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
(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. Xxxx 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. Xxxx Re UK or the
affiliate of St. Xxxx 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. Xxxx Re UK or the affiliate of St. Xxxx 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. Xxxx Re UK or the relevant affiliate, its officers,
directors and employees ("ST. XXXX INDEMNITEES") from and against any and
all Losses incurred by any St. Xxxx Indemnitee arising out of or based
upon:
(A) any actions taken or omitted by any such St. Xxxx Indemnitee at the
direction of Platinum Re UK pursuant to this agreement; or
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(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. Xxxx Re UK shall indemnify
and hold harmless, to the fullest extent permitted by law, Platinum
Re UK, its officers, 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. Xxxx 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. Xxxx 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. Xxxx 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 Xxx 0000
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 Xxx 0000.
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,
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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 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. Xxxx 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 X.X.X.X.
Reinsurance and Insurance Arbitration Society of the UK ("XXXXX (UK)")
or, if he is unavailable or it is
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inappropriate for him to act for any reason, such person as may be
nominated by the Committee of XXXXX (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 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.
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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.
(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) Xxx 0000, 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.
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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. ADDITIONAL SERVICES
To the extent that, at the request of Platinum Re UK or as required under
the terms of this agreement, St. Xxxx 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. Xxxx
Re UK for the actual cost to St. Xxxx 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. Xxxx Re UK, to:
St. Xxxx Reinsurance Company Limited
00, Xxxxxxxxxx Xxxxxx,
Xxxxxx, X0 0XX
Fax number: 000 0000 0000
marked for the attention of the Company Secretary
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if to Platinum Re UK, to:
Platinum Re (UK) Limited
00, Xxxx Xxxxxx,
Xxxxxx, XX0X 0XX
Fax number: 000 0000 0000
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.
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.
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SCHEDULE
TRANSITIONAL SERVICES
- IT support - in the form of read-only access to St. Xxxx 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. Xxxx Re UK as to
security). This will be needed for three years for actuarial reserving
evaluations and pricing.
- Computer network services, including cabling, hubs and switches, to
the extent that Platinum Re UK operates the Business at 00 Xxxx
Xxxxxx, Xxxxxx, XX0X 0XX.
- 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 00 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX.
- Internet connectivity, to the extent that Platinum Re UK operates the
Business at 00 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX.
- E-mail.
- Video conferencing, to the extent that Platinum Re UK operates the
Business at 00 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX.
- Environmentally controlled room to house Platinum Re UK's information
technology, to the extent that Platinum Re UK operates the Business at
00 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX.
- 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 00 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX.
- 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. Xxxx 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. Xxxx Re
UK is administering the run-off.
- Facilities management services to the extent that Platinum Re UK
operates the Business at 00 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX.
200080/10230 CA021330120 GHXC 211002:1738
15
- Premium billing and collection services.
- Quarterly historical experience reports on the run-off business of St.
Xxxx Re UK.
- Reporting and auditing trails with respect to the business written via
the UK Underwriting Agency and Underwriting Management Agreement.
- [PLATINUM TO ADVISE WHICH (IF ANY) OF THE SERVICES ON THE SCHEDULE OF
THE LATEST DRAFT OF THE US MASTER SERVICES AGREEMENT SHOULD BE ADDED
HERE]
200080/10230 CA021330120 GHXC 211002:1738
16
SIGNED by )
for and on behalf of ST. XXXX )
REINSURANCE COMPANY )
LIMITED )
SIGNED by )
for and on behalf of PLATINUM )
RE (UK) LIMITED )
200080/10230 CA021330120 GHXC 211002:1738
DATED * , 2002
ST. XXXX REINSURANCE COMPANY LIMITED
AND
PLATINUM RE (UK) LIMITED
----------------------------------------
UK MASTER SERVICES AGREEMENT
----------------------------------------
XXXXXXXXX AND MAY
XXX XXXXXXX XXX
XXXXXX
XX0X 0XX
(GWJ/GHXC)
CA021330120
CONTENTS
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
