EXHIBIT 10.2
ADMINISTRATIVE SERVICE AGREEMENT
Odyssey America Reinsurance Corporation, a reinsurance company organized under
the laws of the State of Connecticut in the United States of America and having
established a branch in Singapore ("Odyssey America"), and Compagnie
Transcontinentale de Reassurance, a reinsurance company organized under the laws
of France and also having established a branch in Singapore ("CTR"), enter into
this administrative service agreement (this "Agreement") effective July 1, 2000
("Effective Date").
PREAMBLE:
Odyssey America is a property/casualty reinsurer whose branch in Singapore (the
"Singapore Branch") has been established to facilitate the transaction of
reinsurance business in Singapore and elsewhere outside the United States.
CTR is a property/casualty reinsurer whose branch office in Singapore (the "CTR
Singapore") has engaged in the transaction of reinsurance business in Singapore
and elsewhere outside of France and which branch office has put its reinsurance
business into run-off.
CTR desires to engage Odyssey America, as an affiliated company, through the
Singapore branch of each, to provide certain administrative and support services
(the "services") to CTR Singapore and desires further to enable CTR Singapore to
make use in its day-to-day operations of certain property, equipment and
facilities (collectively, the "facilities") of Odyssey America that may be
required to perform the services in order to facilitate the operation of CTR
Singapore including, without limitation, the orderly run-off of the business of
CTR transacted through CTR Singapore.
IN CONSIDERATION OF THE FOREGOING, IT IS AGREED AND DECIDED AS FOLLOWS:
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ARTICLE 1 - SUBJECT OF THE AGREEMENT
Odyssey America herewith agrees to provide to CTR Singapore any administrative
and support services that CTR requests including, but not limited to,
accounting, tax and auditing, data processing and technical support, purchasing,
billing, personnel and general corporate and administrative support and such
other services as may be appropriate to assure for CTR the orderly run-off of
the business it transacted through CTR Singapore. This Agreement is not an
agreement, contract or treaty of reinsurance between Odyssey America and CTR and
is solely an administrative service agreement.
ARTICLE 2 - OWNERSHIP OF RECORDS
All business records, reports, studies, documents, financial statements and
other information generated pursuant to or relating to the operation of CTR
through CTR Singapore are the property of CTR.
ARTICLE 3 - REMUNERATION
3.1 The parties agree that remuneration due to the Odyssey America for
services and facilities provided hereunder will be as follows:
(a) Odyssey America shall submit invoices to CTR on a quarterly basis,
setting forth the costs and expenses it has incurred during the
previous quarter in providing services to CTR Singapore pursuant
to this Agreement, plus a service fee equal to ten per cent (10%)
of the allocable cost of such services.
(b) CTR shall pay any invoices issued by Odyssey America promptly.
(c) All applicable tax will be added to invoices issued to CTR by
Odyssey America.
(d) Upon termination of this Agreement, Odyssey America shall issue
CTR a final invoice no later than sixty (60) days after the date
of termination. CTR shall pay such final invoice promptly.
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ARTICLE 4 - DURATION
4.1 The term of this Agreement shall be twelve (12) months from the
Effective Date; provided, however, that CTR may terminate this
Agreement at any time upon fifteen (15) days prior written notice to
Odyssey America. Unless otherwise terminated as provided herein, this
Agreement shall automatically renew upon the anniversary of the
Effective Date.
4.2 Odyssey America may terminate this Agreement at any time during any
automatic extension period upon three (3) months' prior written notice
to CTR.
ARTICLE 5 - AMENDMENTS
This Agreement may be amended only by written agreement signed by the parties.
ARTICLE 6 - ENTIRE AGREEMENT
This Agreement, together with such amendments as may from time to time be
executed in writing by the parties, constitutes the entire agreement and
understanding between the parties in respect of the transactions contemplated
hereby.
ARTICLE 7 - GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with French law.
The parties hereby agree that the Courts of Paris alone shall have jurisdiction
over any suit between the parties arising under this Agreement, notwithstanding
the provisions contained in article 48 of
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the New Civil Procedure Code.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate by their respective officers, duly authorized to do so.
Odyssey America Reinsurance Corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Signed at:
On:
In ______ originals in English and ______ originals in French.
Compagnie Transcontinentale de Reassurance
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Signed at: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
On: August 24, 2000
In 2 originals in English and ______ originals in French.
