REINSURANCE BROKERAGE AGREEMENT
EXHIBIT
10.10
EXECUTION
COPY
This
REINSURANCE BROKERAGE AGREEMENT (this “Agreement”) is made and entered into as
of July 3, 2007 by and between Maiden Insurance Company, Ltd., a Bermuda company
(“Maiden”), and AII Reinsurance Broker Ltd., a Bermuda company
(“ARBL”).
WHEREAS,
Maiden is duly licensed in Bermuda to transact insurance business as a Class
3
insurer; and
WHEREAS,
ARBL is duly licensed in Bermuda to transact business as an insurance broker;
and
WHEREAS,
ARBL is a subsidiary of AmTrust Financial Services, Inc. (“AmTrust”);
and
WHEREAS,
Maiden wishes to appoint ARBL as its broker for procurement or placement of
reinsurance to be assumed by Maiden from insurance company subsidiaries of
AmTrust (the “AmTrust Ceding Insurers”), and ARBL wishes to accept such
appointment; and
WHEREAS,
(a) AmTrust International Underwriters, Ltd. and IGI Insurance Company (being
AmTrust Ceding Insurers), as ceding companies, and Maiden, as reinsurer, have
entered into that certain Quota Share Reinsurance Agreement, dated the date
hereof, and (b) Rochdale Insurance Company, Technology Insurance Company, Inc.
and Wesco Insurance Company (being AmTrust Ceding Insurers), as ceding
companies, and Maiden, as reinsurer, intend to enter into a Quota Share
Reinsurance Agreement following receipt of regulatory approvals therefor (the
agreements described in (a) and (b), together, the “Initial Reinsurance
Agreements”); and
WHEREAS,
ARBL has provided, and desires to continue to provide, certain of the Services
(as defined below) to Maiden in connection with the Initial Reinsurance
Agreements.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Maiden and ARBL agree as follows:
| 1. |
APPOINTMENT
AND AUTHORITY
|
| 1.1 |
Maiden
hereby engages and appoints ARBL, and ARBL hereby accepts appointment,
as
a reinsurance broker to provide, as requested from time to time by
Maiden,
the following services with respect to the assumption of reinsurance
by
Maiden from AmTrust Ceding Insurers (collectively, the
“Services”):
|
| a. |
At
the direction of Maiden, to submit proposals for reinsurance and
reinsurance markets approved by
Maiden;
|
| b. |
To
make recommendations to Maiden regarding such reinsurance
coverage;
|
| c. |
To
maintain records regarding reinsurance procured and administered
on behalf
of Maiden as required by applicable law and regulation;
and
|
| d. |
If
directed by Maiden, to administer reporting requirements in connection
with reinsurance placed on behalf of
Maiden.
|
| 1.2 |
ARBL
shall perform all Services in accordance with any standards and guidelines
developed by Maiden from time to time and communicated to ARBL. ARBL
shall
perform all Services in a professional and timely manner.
|
| 1.3 |
Nothing
contained herein shall create the relationship of employer and employee
between Maiden and ARBL. Except as set forth herein, Maiden shall
have no
right of control over personnel supplied by ARBL as to the time,
means, or
manner of performance of such personnel’s duties hereunder. ARBL shall
conduct itself and its business under the terms of this Agreement
solely
as an independent contractor.
|
| 2. |
TERM
OF AGREEMENT & TERMINATION
|
This
Agreement is effective as of July 3, 2007, and may be terminated by Maiden
at
any time upon not less than 15 days prior written notice to ARBL.
| 3. |
RECORDS
|
ARBL
shall comply with Maiden's request for any information relating to this
Agreement. Additionally, Maiden, or its authorised representatives, shall have
the right to inspect at any reasonable time at ARBL's offices, and shall be
permitted to make and retain copies of, all papers, books, accounts, documents,
claims files and other records of ARBL relating to this Agreement. Maiden's
right of inspection shall continue to exist after the termination of this
Agreement. The books, accounts, and records of each party shall be so maintained
as to clearly and accurately disclose the nature and details of the transactions
under this Agreement. In any event, each party shall own and have custody of
its
own general corporate accounts and records. Upon termination of this Agreement,
each party shall deliver to the other party all books and records that are,
or
are deemed by this Agreement to be, the property of such other
party.
| 4. |
COMPENSATION
|
Maiden
shall pay to ARBL during the term of this Agreement, as consideration for the
provision of the Services, 1.25% of all gross written premium ceded by AmTrust
Ceding Insurers to Maiden pursuant to reinsurance agreements entered between
Maiden and such AmTrust Ceding Insurers from time to time. For greater
certainty, ARBL shall be entitled to the foregoing rate of compensation with
respect to Maiden’s quota share of the Subject Premium (as defined in the
Initial Reinsurance Agreements) ceded to it from time to time under the Initial
Reinsurance Agreements.
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| 5. |
ARBITRATION
|
| 5.1 |
As
a condition precedent to any right of action hereunder, any dispute
arising out of the interpretation, performance or breach of this
Agreement, including the formation or validity thereof, shall be
submitted
for decision to a panel of three arbitrators. Notice requesting
arbitration will be in writing and sent certified or registered mail,
return receipt requested.
|
| 5.2 |
Each
party shall choose one arbitrator and the two arbitrators shall,
before
instituting the hearing, choose an impartial third arbitrator who
shall
preside at the hearing. If either party fails to appoint its arbitrator
within thirty (30) days after being requested to do so by the other
party,
the latter, after ten (10) days notice by certified or registered
mail of
its intention to do so, may appoint the second
arbitrator.
|
| 5.3 |
If
the first two arbitrators are unable to agree upon the third arbitrator
within thirty (30) days of their appointment, each arbitrator shall
name
three candidates within ten days thereafter, two of whom shall be
declined
by the other arbitrator within fifteen days after receiving their
names,
and within five days the choice shall be made between the two remaining
candidates by drawing lots. All arbitrators shall be disinterested
active
or former executive officers of insurance or reinsurance companies
or
Underwriters at Lloyd’s.
|
| 5.4 |
Within
thirty (30) days after notice of appointment of all arbitrators,
the panel
shall meet and determine timely periods for briefs, discovery procedures
and schedules for hearings. The panel shall be relieved of all judicial
formality and shall not be bound by the strict rules of procedure
and
evidence. Unless the panel agrees otherwise, arbitration shall take
place
in New York, New York, but the venue may be changed when deemed by
the
panel to be in the best interest of the arbitration proceeding. Insofar
as
the arbitration panel looks to substantive law, it shall consider
the law
of the New York. The decision of any two arbitrators when rendered
in
writing shall be final and binding. The panel is empowered to grant
interim relief as it may deem
appropriate.
|
| 5.5 |
The
panel shall make its decision considering the custom and practice
of the
applicable insurance and reinsurance business as promptly as possible
following the termination of hearings. Judgement upon the award may
be
entered in any court having jurisdiction thereof. Except
as provided above, arbitration shall be based, insofar as applicable,
upon
the arbitration procedures of ▇▇▇▇▇
US.
|
| 5.6 |
Each
party shall bear the expense of its own arbitrator and shall jointly
and
equally bear with the other party the cost of the third arbitrator.
In the
event that both arbitrators are chosen by one party, the fees of
all
arbitrators shall be equally divided between the parties. The panel
shall
allocate the remaining costs of the arbitration.
|
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6. MISCELLANEOUS
| 6.1 |
Governing
Law.
This Agreement shall
be governed as to all disputes arising under this Agreement by the
laws of
the State of New York without regard to the principles of conflicts
of
laws.
|
| 6.2 |
Entire
Agreement.
This Agreement contains the entire agreement between the parties
hereto
relating to the subject matter hereof and supersedes and replaces
all oral
statements and prior writings with respect
thereto.
|
| 6.3 |
Assignment
and Amendment.
Neither party hereto may assign any of its rights or obligations
hereunder
without the prior written consent of the other party hereto. No
amendment or modification of this Agreement will be effective unless
it is
in writing and signed by both parties
hereto.
|
| 6.4 |
Counterparts.
This Agreement may be executed in any number of counterparts, and
by the
parties on separate counterparts, but will not be effective until
each
party has executed at least one counterpart. Each counterpart will
constitute an original of this Agreement, but all the counterparts
will
together constitute but one and the same instrument. All signatures
of the
parties to this Agreement may be transmitted by facsimile, and such
facsimile will, for all purposes, be deemed to be the original signature
of such party whose signature it reproduces and will be binding upon
such
party.
|
| 6.5 |
Waiver.
Except as otherwise expressly set forth in this Agreement, there
shall be
no waiver of any breach of the terms of this Agreement, nor waiver
of any
right, remedy, power or privilege conferred by this Agreement, except
as
notified in writing by the party waiving to the other party, or as
otherwise expressly provided for in this Agreement. Notwithstanding
this,
and for the avoidance of doubt:
|
a. any
waiver of a breach of any term of this Agreement or of any default hereunder
shall not be deemed a waiver of any subsequent breach or default and shall
in no
way affect the other terms of this Agreement; and
b. no
failure to exercise and no delay on the part of any party in exercising any
right, remedy, power or privilege of that party under this Agreement and no
course of dealing between the parties shall be construed or operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power
or
privilege preclude any other or further exercise thereof or the exercise of
any
right, remedy, power or privilege. The rights and remedies provided by this
Agreement are cumulative and are not exclusive of any rights or remedies
provided by law.
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| 6.6 |
Headings.
The headings of this Agreement are inserted for convenience only,
and
shall not affect the meaning or construction of any provision of
this
Agreement.
|
| 6.7 |
Notices.
Any notice and other communication required or permitted hereunder
shall
be in writing and shall be delivered personally, sent by facsimile
transmission (and immediately after transmission confirmed by telephone),
or sent by certified, registered or express mail, postage prepaid;
provided, however, that the party delivering a communication by facsimile
transmission shall retain the electronically generated confirmation
of
delivery, showing the telephone number to which the transmission
was sent
and the date and time of the transmission. Any such notice shall
be deemed
given when so delivered personally or sent by facsimile transmission
(and
immediately after transmission confirmed by telephone), or, if mailed,
on
the date shown on the receipt therefor, as follows (or to such other
address or facsimile number as the party shall furnish the other
party in
accordance with this paragraph):
|
If
to
Maiden, to:
▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇ ▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax
No.:
▇▇▇-▇▇▇-▇▇▇▇
If
to
ARBL, to:
▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇ ▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇:
▇▇▇▇▇▇▇ ▇▇▇▇
Fax
No.:
▇▇▇-▇▇▇-▇▇▇▇
[Remainder
of page intentionally left blank]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement by their
respective duly authorized officers.
MAIDEN
INSURANCE COMPANY, LTD.
By:___/s/
▇▇▇▇▇▇▇▇ ▇. Turin___
Dated:
July 3, 2007__________________
AII
REINSURANCE BROKER LTD.
By:____/s/
Andre Dill________
Dated:
July 3, 2007__________________
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