Insurance Letters of Credit – Master Agreement
|
|
Form
3/CEP
|
AGREEMENT
DATED: 22 January 2009
BETWEEN:
|
(1)
|
FLAGSTONE
REASSURANCE SUISSE SA, company number CH-621.3.007.041-9,
whose offices and registered address are at Xxx xx
Xxxxxxx 0,
XX-0000,
Xxxxxxxx, Xxxxxxxxxxx (“the
Company”);
|
AND
|
(2)
|
CITIBANK
EUROPE PLC (“CEP”) whose offices and registered address are at
0
Xxxxx
Xxxx Xxxx, X.X.X.X., Xxxxxx 0,
Xxxxxxx.
|
PREAMBLE
Subject to the
Company’s satisfaction of the terms
and conditions contained in this Agreement, CEP agrees to establish letters of
credit or similar or equivalent acceptable instruments (each a “Credit” and collectively
the “Credits”) on behalf of the Company in favour of beneficiaries located in
the United States of America or elsewhere (the “Beneficiary” or “Beneficiaries” as
relevant). In furtherance of this Agreement, the parties have separately agreed
the contractual or security arrangements that will apply in respect of the
Company’s obligations under or pursuant to this Agreement.
1. AGREEMENT
It is agreed
between us in relation to each Credit that:-
|
|
1.1
|
In order to
establish a Credit, the Company is required to submit an application form
to CEP (“the
Application Form”). The
Application Form must (a) be in such form as CEP is willing to accept for
this purpose; Application Forms may, subject to CEP’s
agreement, be received via any electronic system(s) or transmission
arrangement(s); (b) be completed by or on behalf of the
Company in accordance with the terms of the Company’s banking mandate(s)
or other authorities lodged with CEP or in accordance with arrangement(s)
made with CEP from time to time; and (c) indicate therein the name
of the Beneficiary and the amount and term of the Credit
required. Upon receipt of an Application Form that satisfies
the above criteria, CEP shall establish on behalf of the Company an
irrevocable clean sight Credit (or such other form of Credit as may be
required by the Application Form relating thereto) available, in whole or
in part, by the Beneficiary’s sight draft (the Company hereby agreeing
that CEP may accept as a valid “sight draft” any written
or electronic demand or other request for payment under the Credit, even
if such demand or other request is not in the form of a negotiable
instrument) on CEP or otherwise as may be required by the terms of the
Credit; provided, however, that:
|
|
|
(i)
|
the opening
of any Credit hereunder shall, in every instance, be at CEP’s option and nothing herein shall be construed as obliging
CEP to open any Credit;
|
|
|
(ii)
|
prior to the
establishment of any Credit or in order to maintain a Credit the Company
undertakes as follows:
|
|
|
(a)
|
forthwith at
CEP’s request to deposit, at an Approved Bank, in an account or accounts
in the Company’s name, cash
or securities or a combination of cash and securities of such amount and
in such combination as CEP may require (a “Deposit”). “Approved Bank” for the purposes of
this Clause 1.1(ii)(a) shall mean one or more of the following:- (i)
Citibank, N.A. at their branch at Citigroup Centre, Canada Square, Xxxxxx
Xxxxx, Xxxxxx X00 0XX; (ii) a bank approved by CEP; or, (iii) such other
Citigroup branch or approved bank as CEP may designate and notify to the
Company; and
|
|
|
(b)
|
should a
Deposit have been requested, to execute CEP’s standard form charge
documentation in relation to the accounts opened pursuant to Clause 1.1
(ii) (a) above.
|
|
|
1.2
|
Without
prejudice to the generality of Clause 1.1 (i), the opening of any Credit
hereunder shall be dependent upon CEP being satisfied, in its
absolute discretion, that a Deposit has been carried out and that the
documentation required to be executed under Clause 1.1 (ii) (b) has been
validly
executed;
|
|
|
1.3
|
The Company
undertakes to reimburse CEP, on demand, the amount of any and all drawings
(including, for the avoidance of doubt, drawings presented electronically)
under each Credit;
|
|
|
1.4
|
The Company
undertakes to indemnify CEP, on demand, for and against all actions,
proceedings, losses, damages, charges, costs, expenses, claims and demands
which CEP may incur, pay or sustain in connection with each Credit and/or
this Agreement, howsoever arising (unless resulting from CEP’s own gross
negligence or willful misconduct);
|
|
|
1.5
|
The Company
undertakes to pay CEP, on demand, such fees and/or commissions of such
amount(s) and/or at such rate(s) as shall have been or may be advised by
CEP to the Company as payable in connection with each
Credit;
|
|
|
1.6
|
The Company
hereby irrevocably authorises CEP to make any payments and comply with any
demands which may be claimed from or made upon CEP in connection with any
Credit without any reference to, or further authority from, the
Company. The Company hereby agrees that it shall not be
incumbent upon CEP to enquire or take notice of whether or not any such
payments or demands claimed from or made upon CEP in connection with each
Credit are properly made or whether any dispute exists between the Company
and the Beneficiary thereof. The Company further agrees that
any payment CEP makes in accordance with the terms and conditions of each
Credit shall be binding upon the Company and shall be accepted by the
Company as conclusive evidence that CEP was liable to make such payment or
comply with such demand.
|
2. REPRESENTATIONS
AND WARRANTIES
|
|
2.1
|
The Company
represents and warrants to CEP and undertakes
that:-
|
|
|
(i)
|
it has and
will at all times have the necessary power to enable it to enter into and
perform the obligations expressed to be assumed by it under this
Agreement;
|
|
|
(ii)
|
the Agreement
constitutes its legal, valid, binding and enforceable obligation effective
in accordance with its terms; and
|
|
|
(iii)
|
all necessary
authorisations to enable or entitle it to enter into this Agreement have
been obtained and are in full force and effect and will remain in such
force and effect at all times during the subsistence of this
Agreement;
|
|
|
2.2
|
The
Company represents and warrants to CEP
that:-
|
|
|
(i)
|
it is not
unable to pay its debts as they fall
due;
|
|
|
(ii)
|
it has not
been deemed or declared to be unable to pay its debts under any applicable
law;
|
|
|
(iii)
|
it has not
suspended making payments on any of its
debts;
|
|
|
(iv)
|
it has not,
by reason of actual or anticipated financial difficulties, commenced
negotiations with any of its creditors with a view to rescheduling any of
its indebtedness;
|
|
|
(v)
|
the value of
its assets is not less than its liabilities (taking into account
contingent and prospective
liabilities);
|
|
|
(vi)
|
no moratorium
has been declared in respect of any of its indebtedness;
and
|
|
|
(vii)
|
no analogous
or similar event or concept to those set out in this Clause 2.2 has
occurred or is the case under the laws of any
jurisdiction.
|
|
3.
|
EXTENSION/TERMINATION
|
|
|
3.1
|
(a)
|
Any Credit
established hereunder may, if requested by the Company on the
relevant Application Form and subject to CEP’s consent,
bear a clause to the effect that it will automatically be extended for
successive periods of one year (or such other period as may be stated in
the relevant Application Form) UNLESS
the Beneficiary has received from the bank or institution issuing the
Credit (the “Issuing Bank”) by
registered mail (or other appropriate receipted delivery) notification of
intention not to renew such Credit at least 30 days (or such other period
as may be stated in the relevant Application Form) prior to the end of the
original term or, as the case may be, of a period of extension (the “Notice
Period”).
|
|
|
(b)
|
The Issuing
Bank shall be under no obligation to the Company to send the Beneficiary
such notification (and without such notification to the Beneficiary the
Credit will be automatically extended as provided above) UNLESS
the Company shall have sent notification to CEP by registered mail (or
other means acceptable to CEP) of its election not to renew such Credit at
least 30 days prior to the commencement of the Notice
Period.
|
|
|
(c)
|
CEP reserves
the right, at its sole option and discretion, to give or procure the
giving at any time to the Beneficiary of notification of intention not to
renew any Credit. If CEP exercises such said right, it will
give the Company notice in writing thereof as soon as is reasonably
possible.
|
4. UCC/ISP
CEP may, at its
sole option, arrange for the issuance of any Credit as being subject to either
(i) the Uniform Customs and Practice for Documentary Credits (1993 Revision) ICC
Publication No. 500 (“the UCP”) or (ii) the
International Chamber of Commerce Publication No. 590 - the International
Standby Practices 1998 (the “ISP”),
(or any subsequent version of either); provided however that CEP may agree such
modifications thereof as may be required by any regulatory or other authority
having jurisdiction as to the acceptability of the Credit in
question.
5. PREVIOUS
AGREEMENTS
|
|
5.1
|
Unless
otherwise agreed between the parties in writing, the previous agreement(s)
(if any) entered into between them (other than those at any time governed
by a “Master Agreement – London Market Letter of
Credit Scheme” or
substantially equivalent agreement) governing Credits established by CEP
on the Company’s behalf in favour of Beneficiaries shall, on due execution
by the parties of this Agreement, cease to apply to all such Credits,
which Credits shall henceforth be governed by this
Agreement.
|
|
|
5.2
|
For the
avoidance of doubt any letter or letters of credit or similar or
equivalent instrument or instruments (the “Existing
Credit(s)”) which has or have been established or
opened pursuant to the terms of any previous agreement(s) entered into
between the Company and Citibank, N.A. governing the Existing Credits
(including any security arrangements that apply in respect of any
obligation under or pursuant to such previous agreement(s)) (the “Existing
Agreement(s)”) shall
continue in force until cancelled. The Existing Agreement(s)
shall continue to apply to the Existing Credit(s) until all the Existing
Credit(s)
have been cancelled. The Company undertakes, on CEP’s request, to take all reasonable steps to procure that
any cancelled Existing Credit(s) are destroyed or returned to
CEP.
|
6. CREDIT
CHOICE OF LAW
If, at the
Company’s request, a Credit expressly chooses a state or
country law other than New York, U.S.A. or English law, or is silent with
respect to the UCP, the ISP or a governing law, CEP shall not be liable for any
payment, cost, expense or loss resulting from any action or inaction it takes
provided such action or inaction is justified under UCP, ISP, New York law,
English law or the law governing the Credit.
7. BRANCHES/
CORRESPONDENT BANKS
|
|
7.1
|
The Company
acknowledges that CEP may carry out any of its obligations or exercise any
of its rights under this Agreement through any of its offices or branches,
wheresoever situated.
|
|
|
7.2
|
The Company
further understands that CEP reserves the right to issue any Credit
through any third party correspondent of its choice and/or to have any
Credit confirmed by Citibank, N.A. In such circumstances, CEP
will be required to guarantee reimbursement to such correspondent and/or
Citibank, N.A. of any payments which such correspondent and/or Citibank,
N.A. may make under the Credit in question and such guarantee (howsoever
described) shall be treated mutatis mutandis as a Credit for the purpose
of this Agreement.
|
8. INCREASES
ETC/REINSTATEMENTS
The provisions of
the foregoing Clauses shall be equally applicable to any increase, extension,
renewal, partial renewal, modification or amendment of, or substitute instrument
for, any Credit to which they apply. If for any reason any amount
paid under any Credit is repaid, in whole or in part, by the Beneficiary
thereof, CEP may, in its sole discretion, treat (or procure the treatment of)
such repayment as a reinstatement of an amount (equal to such repayment) under
such Credit. The value date CEP applies to any such reinstatement
shall not be earlier than the date of such repayment and CEP shall not be liable
for losses of any nature which the Company may suffer or incur and/or which may
arise from any inadvertent or erroneous drawing.
9. NOTICES
|
|
9.1
|
Any notice or
demand to be served on the Company by CEP hereunder may be
served:
|
(a) on
any of the Company’s officers personally;
|
|
(b)
|
by letter
addressed to the Company or to any of its officers and left at the
Company’s registered office or at any one of its
principal places of business;
|
|
|
(c)
|
by posting
the same by letter addressed in any such manner as aforesaid to such
registered office or principal place of business;
or
|
|
|
(d)
|
by facsimile
addressed in any such manner as aforesaid to any then published facsimile
number of the Company.
|
|
|
9.2
|
Unless
otherwise stated, any notice or demand to be served on CEP by the Company
hereunder must be served either at CEP’s address as
stated above (or such other address as CEP may notify us of from time to
time) or by facsimile to such number as CEP may notify the Company of from
time to time.
|
|
|
9.3
|
Any notice or
demand:-
|
|
|
(a)
|
sent by post
to any address in the Republic of Ireland or the United Kingdom shall be
deemed to have been served on the Company at 10am. (London time) on the
first Business Day after the date of posting (in the case of an address in
the Republic of Ireland) and on the second Business Day after posting (in
the case of an address in the United Kingdom) or, in the case of an
address outside the Republic of Ireland or the United Kingdom (or a notice
or demand to CEP), shall be deemed to have been served on the relevant
party at 10am. (London time) on the third Business Day after and exclusive
of the date of posting; or
|
|
|
(b)
|
sent by
facsimile shall be deemed to have been served on the relevant party when
dispatched.
|
|
|
9.4
|
In proving
service by post it shall be sufficient to show that the letter containing
the notice or demand was properly addressed and posted and such proof of
service shall be effective notwithstanding that the letter was in fact not
delivered or was returned
undelivered.
|
|
|
9.5
|
In this
Clause 9, “Business Day” shall
be construed as a reference to a day (other than a Saturday or a Sunday)
on which banks are generally open in
London.
|
10. ASSIGNMENT/
NOVATION
|
|
10.1
|
CEP has a
full and unfettered right (a) to assign or otherwise dispose of the whole
or any part of its rights and/or benefits under this Agreement or (b)
(subject to Clauses 10.2 to 10.5) to novate its rights and obligations
under this Agreement. The words “CEP” and “CEP’s” wherever used in Clauses 10.2 to 10.5 shall be deemed to
include CEP’s assignees and novatees and other
successors, whether immediate or derivative, who shall be entitled to
enforce and proceed upon this Agreement in the same manner as if named
herein. CEP shall be entitled to impart any information concerning the
Company to any such assignee, novatee or other successor or any
participant or proposed assignee, novatee, successor or
participant.
|
|
|
10.2
|
The person
who is for the time being liable to perform CEP’s
obligations under this Agreement (a “Transferring
Bank”) shall be entitled to novate at any time, upon
service of a notice on the Company in the form attached as Schedule One to
this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the
benefit of, this Agreement to any Permitted Transferee. With
effect from the date on which a Novation Notice is executed by the
Transferring Bank and the Permitted Transferee and served on the Company
(the “Novation
Date”), the provisions of Clause 10.3 shall have
effect (but not otherwise).
|
|
|
10.3
|
With effect
from (and subject to the occurrence of) the Novation
Date:
|
|
|
10.3.1
|
the Permitted
Transferee shall be bound by the terms of this Agreement (as novated) in
every way as if the Permitted Transferee was and had been a party hereto
in place of the Transferring Bank and the Permitted Transferee shall
undertake and perform and discharge all of CEP’s
obligations and liabilities under this Agreement (as novated) whether the
same fell or fall to be performed or arose or arise on, before or after
the Novation Date;
|
|
|
10.3.2
|
the Company
shall release and discharge the Transferring Bank from further performance
of its obligations arising in favour of the Company on and after the
Novation Date under this Agreement and all claims and demands whatsoever
in respect thereof against the Transferring Bank, and the Company shall
accept the liability of the Permitted Transferee in respect of such
obligations in place of the liability of the Transferring
Bank;
|
|
|
10.3.3
|
the
Transferring Bank shall release and discharge the Company from further
performance of its obligations arising in favour of the Transferring Bank
on and after the Novation Date under this Agreement and all claims and
demands whatsoever in respect thereof by the Transferring Bank;
and
|
|
|
10.3.4
|
the Company
shall be bound by the terms of this Agreement (as novated) in every way,
and it shall undertake and perform and discharge in favour of the
Permitted Transferee each of its obligations whether the same fell or fall
to be performed or arose or arise on, before or after the Novation Date
and expressed to be owed to CEP.
|
|
|
10.4
|
Without
prejudice to the automatic novation of the Transferring Bank’s rights and
obligations pursuant to Clause 10.3, the Company undertakes to sign
and return promptly each acknowledgement of the Novation Notice from time
to time delivered to it promptly following receipt of the same from the
Transferring Bank.
|
|
|
10.5
|
For the
purposes of this Clause 10 a “Permitted
Transferee” shall mean any holding company,
subsidiary or affiliate of Citigroup
Inc.
|
11. SET-OFF
|
|
11.1
|
The Company
hereby irrevocably authorises CEP to debit and credit, on the Company’s
behalf, any account or accounts which are held in the Company’s name with
Citibank, N.A.
|
|
|
11.2
|
The Company
hereby agrees that Citibank N.A. shall be entitled to rely on and action
any credit or debit made by CEP in accordance with Clause
11.1.
|
12. GOVERNING
LAW/JURISDICTION
This Agreement
shall be governed by English law and, for CEP’s benefit, the Company hereby
irrevocably submits to the jurisdiction of the English Courts in respect of any
dispute which may arise from or in connection with this Agreement. The terms of
this Agreement may not be waived, modified or amended unless such waiver,
modification or amendment is in writing and signed by CEP nor may the Company
assign any of its rights hereunder without CEP’s prior written
consent.
13. MISCELLANEOUS
PROVISIONS
|
|
13.1
|
Subject to
this Clause and to Clause 11.2 a person who is not a party to this
Agreement has no rights under the Contracts (Rights of Third Parties) Xxx
0000 (the “Third
Parties Act”) to enforce any terms of this
Agreement.
|
|
|
13.2
|
Citibank,
N.A. may enforce the terms of Clause 11.2 subject to, and in accordance
with, this Clause 13.2 and Clause 12 and the provisions of the Third
Parties Act.
|
|
|
13.3
|
The parties
to this Agreement do not require the consent of Citibank, N.A. to rescind
or vary this Agreement at any time.
|
|
|
13.4
|
If Citibank,
N.A. brings proceedings to enforce the terms of Clause 11.2, the Company
shall only have available to it by way of defence, set-off or counterclaim
a matter that would have been available by way of defence, set-off or
counterclaim if Citibank, N.A. had been party to this
Agreement.
|
|
|
13.5
|
Citibank,
N.A. may not take proceedings to enforce Clause 11.2 unless and until it
gives notice in writing to the Company in any manner as is permitted by
Clause 9, agreeing irrevocably to the provisions of Clause
12.
|
EXECUTED
THIS DAY ABOVE WRITTEN BY:
FLAGSTONE
REASSURANCE SUISSE S.A.
|
/s/
Xxxxxxx Xxxxxxxx
|
|
Xxxxxxx
Xxxxxxxx
|
|
Dated
January 22, 2009
|
AND
CITIGROUP
EUROPE PLC
| /s/ Xxxx X'Xxxxx |
|
(Signature(s))
|
|
Dated__January 22,
2009
|
SCHEDULE
ONE
Form
of Novation Notice for Clause 10
|
To:
|
[ ]
|
|
|
Date:
|
Dear
Sirs
Insurance
Letters of Credit – Master Agreement (Form 3/CEP) dated
[ ] and made between Citibank
Europe plc and
[ ]
(the “Agreement”)
We
refer to Clause 10 of the Agreement. We hereby notify you that we
wish to exercise our option to novate under Clause 10 thereof so that with
effect from today’s date the rights,
liabilities and obligations of [name
of Transferring Bank] shall be novated to [name
of Permitted Transferee] in the manner set out in Clause 10
thereof.
The relevant
address for the purposes of Clauses 3.1 and 9 is as follows:
[insert
new address]
Yours
faithfully
for and on behalf
of
[TRANSFERRING
BANK]
for and on behalf
of
[PERMITTED
TRANSFEREE]
[NAME
OF COUNTERPARTY]:
|
(1)
|
acknowledges
receipt of the Novation Notice; and
|
|
(2)
|
agrees that
with effect from the date of the Novation Notice the rights, liabilities
and obligations
of [ ]
are novated to
[ ]
in the manner set out in Clause 02 of the
Agreement.
|
for and on behalf
of
[NAME
OF COUNTERPARTY]
Indicative
Summary of Terms
Letter
of Credit Facility
|
Account
Party:
|
Flagstone Réassurance
Suisse S.A.
|
|
Facility
Amount:
|
US
$450,000,000 comprising:
(I)
US$300,000,000 for Letters of Credit with a maximum tenor up to 15 months
inclusive of any notice period to the beneficiaries (“Standard
LCs”).
And
(II)
US$150,000,000 for Letters of Credit issued in respect of Funds at Lloyds
obligations with a maximum tenor up to 60 months inclusive of any notice
period to the beneficiaries (“Extended Tenor LCs).
|
|
Commitment:
|
Uncommitted
|
|
Facility:
|
Letter
of Credit facility will be available in US and Canadian dollars and
British Pounds Sterling. Other currencies available with appropriate
currency margins
|
|
Purpose
of facility:
|
To provide Letters of Credit in
support of the Account Party’s reinsurance obligations as a non admitted
carrier.
|
|
Maturity
Date of each Letter of Credit:
|
The
maximum tenor of each Letter of Credit will be up to 15 months and/or 60
months (as provided for above) inclusive of any notice period to the
beneficiaries.
Each
Letter of Credit if requested by the Account Party may include a clause to
the effect that the Letter of Credit will be automatically extended for
successive periods that may vary from time to time but are not greater
than 1 year.
|
|
Availability:
|
Subject
to execution of the facility Documentation listed below, formal credit
approval and acceptance by the Account Party of the terms set out herein.
Provision of sufficient collateral prior to the issuance of each letter of
credit.
|
|
Letters
of Credit:
|
Each
Letter of Credit will be in a form acceptable to the NAIC or other
appropriate regulatory body.
|
|
Facility
collateral monitoring:
|
Citibank
Europe Plc.
|
|
Letter
of Credit issuer:
|
Citibank
N.A.
|
|
Collateral
Custodian:
|
JPMorgan
Chase Bank N.A. or other custodian acceptable to Citibank.
|
|
Interest:
|
LIBOR
or other equivalent overnight borrowing rate plus 1% on the amount of the
Letters of Credit drawn by beneficiaries until reimbursement by the
Account Party, plus any reserve asset costs that may apply from time to
time.
|
|
Collateral:
|
The
Account Party will provide security over a portfolio of Acceptable
Financial Assets in an amount equal to the Required Account Value (as
defined in the Pledge Agreement). The Required Account Value
incorporates a margin on the Acceptable Financial Assets as
follows:
A)
Required Percentage shall be
0%
|
|
B)
Required Percentage shall be 10%.
C)
Required Percentage shall be 10%
D)
Required Percentage shall be 17.5%
A)
Cash Deposits
B)
Acceptable Financial Assets shall be defined as: Securities
issued by the US government or its agencies (whose debt obligations are
fully and explicitly guaranteed as to the timely payment of principal and
interest by the full faith and credit of the US government) or the central
government of an OECD (Organisation for Economic Co-operation and
Development) country, in each case rated AA or AA equivalent or
better.
C)
Acceptable Financial Assets shall be defined as: Securities
issued by US Government sponsored enterprises (FNMA, FHLMC)
D)
Acceptable Financial Assets shall be defined as: Securities
issued by US/OECD Domiciled Corporate Entities in each case rated AA or AA
equivalent or better and not more than 10% by value of the collateral
shall be represented by bonds issued by any one issuer and each Bond
within the Charged Portfolio shall mature not more than 10 years after the
date on which it comes within the Charged Portfolio. A maximum
of $100 million in issued Credits can be secured by Securities within this
Category D.
PROVIDED THAT Extended
Tenor LCs may only be secured by Acceptable Financial Assets within
categories (A) and/or (B) above.
Cash
deposits are to be held in an account(s) held with Citibank N.A., London
branch
|
|
|
Documentation:
|
The
following documentation will be required to be executed comprising the
following:-
Insurance
Letters of Credit – Master Agreement (Form 3/ CEP);
Pledge
Agreement;
Account
Control Agreement between Citibank Europe Plc, Flagstone Réassurance
Suisse, S.A. and JPMorgan Chase Bank, NA (as
Custodian);
Security
Agreement (Form 21) between Citibank Europe Plc, Flagstone Réassurance
Suisse and Citibank N.A. (as Custodian) that will provide for the
provision of cash collateral by Flagstone;
Bank
Mandate; and
General
Communications Indemnity.
|
|
Legal
Expenses:
|
All
Citibank’s legal costs will be for the Account
Party.
|
Anti-Tying
Disclosure
Citigroup's
Global Corporate and Investment Bank ("GCIB") maintains a policy of strict
compliance to the anti-tying provisions of the Bank Holding Company Act of 1956,
as amended, and the regulations issued by the Federal Reserve Board implementing
the anti-tying rules (collectively, the "Anti-tying
Rules"). Moreover, our credit policies provide that credit must be
underwritten in a safe and sound manner and be consistent with Section 23B of
the Federal Reserve Act and the requirements of federal
law. Consistent with these requirements, and the GCIB's Anti-tying
Policy:
|
·
|
You
will not be required to accept any particular product or service offered
by Citigroup or any Citigroup affiliate as a condition to the extension of
commercial loans or other products or services to you by Citigroup or any
of its subsidiaries, unless such a condition is permitted under an
exception to the Anti-tying Rules.
|
|
·
|
GCIB
will not vary the price or other terms of any Citigroup product or service
based on the condition that you purchase any particular product or service
from Citigroup or any Citigroup affiliate, unless we are authorized to do
so under an exception to the Anti-tying
Rules.
|
|
·
|
GCIB
will not require you to provide property or services to Citigroup or any
affiliate of Citigroup as a condition to the extension of a commercial
loan to you by Citigroup or any Citigroup subsidiary, unless such a
requirement is reasonably required to protect the safety and soundness of
the loan.
|
|
·
|
GCIB
will not require you to refrain from doing business with a competitor of
Citigroup or any of its affiliates as a condition to receiving a
commercial loan from Citigroup or any of its subsidiaries, unless the
requirement is reasonably designed to ensure the soundness of the
loan.
|
Confidentiality
Statement
The
information contained in this proposal is confidential and is intended solely
for the use of Flagstone Réassurance Suisse, S.A. and its
employees. This information may not be disclosed outside of Flagstone
Réassurance Suisse, S.A. except as required for any necessary regulatory filing,
including but not limited to the SEC, and otherwise shall not be duplicated,
used or disclosed in whole or in part for any purpose other than to evaluate
this proposal.
