EXHIBIT 10.1
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 ("Odyssey
America") and Compagnie Transcontinentale de Reassurance, a reinsurance company
organized under the laws of France ("Service Provider") enter into this
administrative service agreement (this "Agreement") effective July 1, 2000
("Effective Date").
PREAMBLE:
Odyssey America is a property/casualty reinsurer that has established a branch
in Paris (the "Paris Branch") to facilitate the transaction of reinsurance
business in France and elsewhere outside the United States.
Service Provider has extensive experience in the operation, including all
aspects of administrative operation, of a reinsurance company in France.
Odyssey America desires Service Provider, as an affiliated company, to provide
certain administrative and support services (the "services") to the Paris Branch
and desires further to enable the Paris Branch to make use in its day-to-day
operations of certain property, equipment and facilities (collectively, the
"facilities") of Service Provider as Odyssey America may request with respect to
the services.
IN CONSIDERATION OF THE FOREGOING, IT IS AGREED AND DECIDED AS FOLLOWS:
ARTICLE 1 - SUBJECT OF THE AGREEMENT
Service Provider herewith agrees to provide to the Paris Branch any
administrative and support services that Odyssey America requests including, but
not limited to, accounting, tax and auditing, data processing and technical
support, purchasing, billing, personnel and general corporate and administrative
support.
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 Odyssey
America are the property of Odyssey America.
2
ARTICLE 3 - REMUNERATION
3.1 The parties agree that remuneration due to the Service Provider for
services and facilities provided hereunder will be as follows:
(a) Service Provider shall submit invoices to Odyssey America on a
quarterly basis, setting forth the costs and expenses it has
incurred during the previous quarter in providing services to
Odyssey America pursuant to this Agreement, plus a service fee
equal to ten per cent (10%) of the allocable cost of such
services.
(b) Odyssey America shall pay any invoices issued by Service Provider
promptly.
(c) V.A.T. and other applicable tax will be added to invoices issued
to Odyssey America by Service Provider.
(d) Upon termination of this Agreement, Service Provider shall issue
Odyssey America a final invoice no later than sixty (60) days
after the date of termination. Odyssey America shall pay such
final invoice promptly.
ARTICLE 4 - DURATION
4.1 The term of this Agreement shall be twelve (12) months from the
Effective Date; provided, however, that Odyssey America may terminate
this Agreement at any time upon fifteen (15) days prior written notice
to Service Provider. Unless otherwise terminated as provided herein,
this Agreement shall automatically renew upon the anniversary of the
Effective Date.
4.2 Service Provider may terminate this Agreement at any time during any
automatic extension period upon three (3) months' prior written notice
to Odyssey America.
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
3
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 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/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
Signed at: 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000
On: August 24, 2000
In 2 originals in English and 2 originals in French.
Compagnie Transcontinentale de Reassurance
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
Signed at: 0, xxx xx Xxxxxxx, 00000 Xxxxx, Xxxxxx
On: August 22, 2000
In 2 originals in English and 2 originals in French.
