FIRST AMENDMENT TO MASTER AGREEMENT
Exhibit
10.1
FIRST
AMENDMENT
TO
THIS
FIRST AMENDMENT (this
"Amendment"), dated and effective as of September 17, 2007, to the Master
Agreement (the "Agreement") dated as of July 3, 2007, by and between AmTrust
Financial Services, Inc., a Delaware corporation ("AmTrust") and Maiden
Holdings, Ltd., a Bermuda corporation ("Maiden Holdings"), is made by and
between AmTrust and Maiden Holdings.
RECITALS
WHEREAS,
pursuant to Section 7.3 of the Agreement, the parties hereto wish to amend
certain provisions of the Agreement in the manner set forth in this
Amendment.
NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:
ARTICLE
I
DEFINITIONS
AND USAGE
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1.1
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Definitions.
Capitalized terms used but not defined herein shall have the meaning
set
forth in the Agreement.
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1.2
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Headings.
The headings contained in this Amendment are for reference purposes
only
and shall not affect the meaning or interpretation of this
Amendment.
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ARTICLE
II
AMENDMENTS
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2.1
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The
fourth, fifth, sixth and seventh Recitals of the Agreement are hereby
deleted in their entirety and replaced with the
following:
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WHEREAS,
after the Effective Time and the licensing and capitalization of Maiden
Insurance, subject to the receipt of regulatory approval, Maiden Holdings plans
to cause Maiden Insurance to reinsure, pursuant to a Quota Share Reinsurance
Agreement between AmTrust International Insurance, Ltd. ("AII") and Maiden
Insurance, in the form attached hereto as Exhibit
A
(the
"Reinsurance Agreement"), 40% of all ultimate net loss each such AmTrust Ceding
Insurer incurs as a result of losses under all of its respective workers’
compensation, general liability, commercial automobile liability, specialty
risk
and extended warranty policies (the “Covered Business”) to the extent reinsured
by AII pursuant to existing reinsurance agreements between the AmTrust Ceding
Insurers and AII (the "Underlying Reinsurance Agreements"), and such other
types
of policies that Maiden Insurance desires to reinsure pursuant to the provisions
of the Reinsurance Agreement as more particularly set forth in the Reinsurance
Agreement, and
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2.2
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Section
1.3 of the Agreement is hereby amended and restated in its entirety
as
follows:
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1.3
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Agreements
Contemplated.
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(a) This
Agreement contemplates that, in order to effectuate the business goals set
forth
herein, Maiden Insurance and AII shall (i) no later than September 17, 2007
,
execute and deliver the Reinsurance Agreement and (ii) promptly following the
execution hereof negotiate in good faith and execute and deliver a loan
agreement on mutually acceptable terms and conditions between Maiden Insurance
and AII, provided that such loan agreement shall include the terms and provision
set forth in Exhibit
B
(the
"Loan Agreement").
(b) If
either
party to this Agreement determines in good faith that (i) the mix of business
represented by the Covered Business as of the end of any semi-annual period
during the term of the Reinsurance Agreement differs materially from (ii) the
mix of business represented by the Covered Business reinsured by Maiden
Insurance under the Reinsurance Agreement as of the Effective Time, then, upon
written notice by such party to the other party hereto, the parties hereto
shall
cause Maiden Insurance and AII, respectively, to promptly negotiate in good
faith appropriate adjustments to the rate of commissions payable under the
Reinsurance Agreement.
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2.3
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Section
1.4 of the Agreement is hereby amended and restated in its entirety
as
follows:
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1.4 Representations,
Warranties and Covenants.
AmTrust
hereby represents, warrants and covenants to Maiden that:
(a) AmTrust
shall cause AII to enforce its rights and exercise its remedies under the
Underlying Reinsurance Agreements on a timely basis and in an arms-length
manner;
(b) AmTrust
shall cause AII to cede to Maiden Insurance pursuant to the Reinsurance
Agreement an amount of premium equal to forty percent (40%) of Affiliate Subject
Premium (as defined in the Reinsurance Agreement) with respect to each AmTrust
Ceding Insurer as more particularly set forth in the Reinsurance Agreement,
unless AII shall no longer be an Affiliate (as defined in the Reinsurance
Agreement) of AmTrust or AII shall have become insolvent, or shall have been
placed into liquidation or receivership (whether voluntary or involuntary),
or
there shall have been instituted against it proceedings for the appointment
of a
receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy
or
other agent known by whatever name, to take possession of its assets or control
of its operations (an “AII Insolvency”);
(c) Subject
to applicable law, AmTrust shall cause each AmTrust Ceding Insurer, to the
extent such AmTrust Ceding Insurer writes Covered Business, to cede to AII
not
less than forty percent (40%) of Affiliate Subject Premium in accordance with
the terms of an Underlying Reinsurance Agreement, unless AII shall no longer
be
an Affiliate of AmTrust or an AII Insolvency shall have occurred, in which
event
AmTrust shall either cause each such AmTrust Ceding Insurer, as a cedent, to
cede the Subject Premium to (i) Maiden Insurance, as reinsurer, on terms
substantially similar to the Reinsurance Agreement mutatis mutandis
or
(ii) another Affiliate of AmTrust, as a reinsurer, reasonably acceptable to
Maiden Insurance, which shall in turn retrocede such Subject Premium to Maiden
Insurance on terms substantially similar to the Reinsurance Agreement
mutatis mutandis
and
Maiden Holdings shall cause Maiden Insurance to accept such cession or
retrocession.
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(d) if
an
Affiliate writes direct business that is not of a type constituting Covered
Business (including direct business that would be Covered Business, except
that
the retention of such Affiliate as to any one risk under any Policy (as defined
in the Reinsurance Agreement) shall be greater than $5,000,000) or AmTrust
directly or indirectly acquires an Affiliate after the date of this Agreement
that writes direct business of any type, AmTrust shall cause AII to offer Maiden
Insurance the opportunity to reinsure forty percent (40%) of such Affiliate's
gross written premium, less the cost of inuring reinsurance and other deductions
from premium ceded to AII, attributable to such additional business and, if
Maiden Insurance accepts such offer within thirty (30) days of such offer,
shall
cause such Affiliate to reinsure such business to AII pursuant to an Underlying
Reinsurance Agreement, which shall in turn cede such business to Maiden
Insurance pursuant to and in accordance with the terms of the Reinsurance
Agreement, unless AII shall no longer be an Affiliate of AmTrust or an AII
Insolvency shall have occurred, in which event AmTrust shall either cause such
Affiliate that is a direct writer, as a cedent, or another Affiliate of AmTrust,
as retrocedent, reasonably acceptable to Maiden Insurance, to make such offer
to
Maiden Insurance;
(e) AmTrust
shall cause AII and the AmTrust Ceding Insurers to (i) not assign any Underlying
Reinsurance Agreement (including without limitation Underlying Reinsurance
Agreements entered into after the date hereof) without the prior written consent
of Maiden Insurance, such consent to not be unreasonably withheld, (ii) not
amend or waive any provision of any Underlying Reinsurance Agreement (or, in
the
case of Underlying Reinsurance Agreements entered into after the date hereof,
agree to any such provision) that could reasonably be expected to affect the
definition of Subject Premium or Ultimate Net Loss (both as defined in the
Underlying Reinsurance Agreement) or the method of calculation of Subject
Premium or Net Ultimate Loss under the Reinsurance Agreement or terms or
provisions relating to the timing or manner of payments to Maiden Insurance
under the Reinsurance Agreement, or otherwise could reasonably be expected
to
have a material adverse affect on the financial condition of AII, without the
prior written consent of Maiden Insurance, such consent to not be unreasonably
withheld;
(f) AmTrust
shall cause AII and the AmTrust Ceding Insurers to deliver to Maiden Insurance
concurrent copies of all notices delivered under the Underlying Reinsurance
Agreements and under each reinsurance trust agreement among AII, an AmTrust
Ceding Insurer and a trustee;
-3-
(g) AmTrust
shall cause the AmTrust Ceding Insurers to permit Maiden Insurance to examine,
and make and retain (at Maiden Insurance's expense) copies of, their books
and
records and to make their executives reasonably available to Maiden
Insurance
(h) AmTrust
shall cause the AmTrust Ceding Insurers to timely provide to AII all information
required for AII to deliver to Maiden Insurance the information required by
Article VII of the Reinsurance Agreement;
(i) if
an
AmTrust Ceding Insurer withdraws Reinsurer Trust Assets (as defined in the
Reinsurance Agreement) from a Trust Account (as defined in the Reinsurance
Agreement) or draws on a Letter of Credit (as defined in the Reinsurance
Agreement) provided by the Reinsurer pursuant to the Reinsurance Agreement,
AmTrust shall cause such AmTrust Ceding Insurer to take such steps as are
necessary to not commingle Reinsurer Trust Assets or drawings under such Letter
of Credit with its own assets or AII's assets, including but not limited to,
by
maintaining Maiden Insurance's assets in a separately identifiable account,
except for purpose of paying claims or other amounts due under the applicable
Underlying Reinsurance Agreement; and
(j) AmTrust
hereby represents and warrants that AII and the AmTrust Ceding Insurers
maintain, as of the date hereof, excess reinsurance coverage with respect to
Extra Contractual Obligations and Loss in Excess of Policy Limits (both as
defined in the Reinsurance Agreement) pursuant to the reinsurance agreements
set
forth on Exhibit C hereto, which coverage indemnifies AII and the AmTrust Ceding
Insurers, collectively, for: 100% of $9 million excess of $1 million and 90%
of
$110 million excess of $20 million, respectively. AmTrust shall use commercially
reasonable efforts to maintain excess reinsurance providing substantially the
same protection as to Extra Contractual Obligations and Loss in Excess of Policy
Limits during the term of the Reinsurance Agreement. AmTrust shall notify Maiden
Insurance in writing not less than 60 days prior to the date on which any such
excess reinsurance is terminated or amended.
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2.4
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Section
2.1of the Agreement is hereby amended and restated in its entirety
as
follows:
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2.1 Duties
of the Parties after the Effective Time.
If
AmTrust acquires a majority equity interest in any other insurance company
that
writes direct business (an “Additional AmTrust Ceding Insurer”) and such company
writes direct business of a type constituting Covered Business, AmTrust (i)
will
cause such Additional AmTrust Additional Ceding Insurer to enter into an
Underlying Reinsurance Agreement with AII and (ii) will cause AII to reinsure
Covered Business written by such Additional AmTrust Ceding Insurer with Maiden
Insurance pursuant to the Reinsurance Agreement, unless AII shall no longer
be
an Affiliate of AmTrust or an AII Insolvency shall have occurred, in which
event
AmTrust shall either cause each such Additional AmTrust Ceding Insurer, as
cedent, to cede the Subject Premium to (x) Maiden Insurance, as reinsurer,
on
terms substantially similar to the Reinsurance Agreement mutatis mutandis
or
(y) another Affiliate of AmTrust, as reinsurer, reasonably acceptable to
Maiden Insurance, which shall in turn retrocede such Subject Premium to Maiden
Insurance on terms substantially similar to the Reinsurance Agreement
mutatis mutandis
and
Maiden Holdings shall cause Maiden Insurance to accept such cession or
retrocession.
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2.5 Sections
1.5, 3.1 and 4.1 of the Agreement are hereby amended by replacing references
to
"Reinsurance Agreements" with "Reinsurance Agreement" and by replacing
references to "Reinsurance Trust Agreements" to "Loan Agreement."
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2.6
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Section
7.1 of the Agreement is hereby amended by deleting the word “and” at the
end of subsection (b) thereof, adding to the end of subsection (c)
the
word “and” and inserting as new subsection (d) following subsection (c)
the following:
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(d) automatically
upon the termination of the Reinsurance Agreement, other than as a result of
a
Company Change of Control (as defined in the Reinsurance
Agreement);
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2.7
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Section
7.2 of the Agreement is hereby amended and restated in its entirety
as
follows:
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7.2 Effect
of Termination.
In
the
event that this Agreement is terminated as provided in Section 7.1 above, this
Agreement shall forthwith become void (other than this Section 7.2, and Sections
8.1, 9.1 through 9.3, 9.5 through 9.11, and Article X hereof which shall remain
in full force and effect) and there shall be no further liability on the part
of
AmTrust or Maiden Holdings. Nothing contained in this Section 7.2 shall relieve
any party hereto from liability for its breach of this Agreement.
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2.8
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The
Agreement is hereby amended by adding thereto a new Article X to
read as
follows:
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10.1 AmTrust
Guarantee.
To
induce
Maiden Insurance to enter into the Reinsurance Agreement and the Loan Agreement,
AmTrust hereby unconditionally, irrevocably and absolutely guarantees to Maiden
Insurance the punctual performance and discharge of all the obligations of
AII
when due and arising under Article XXIII of the Reinsurance Agreement and under
the Loan Agreement (the "AII Agreements") at any time and of any kind or nature
whatsoever (the “Obligations”);
provided,
however,
that,
except as otherwise provided in Section 10.2, it is a condition to AmTrust's
liability under this Article X that (i) Maiden Insurance shall have provided
AII
with written notice that specifies AII’s failure to pay and/or perform the
Obligations within any applicable cure period, with a copy to AmTrust, and
(ii)
AII shall have failed to fully cure such deficient performance and/or payment
to
Maiden Insurance’s reasonable satisfaction within ten (10) business days after
AmTrust’s receipt of such notice.
The
guarantee set forth in this Article X (“Guarantee”) is a guarantee of timely
payment and performance of the Obligations by AmTrust. Maiden Insurance may
proceed directly against AmTrust, and AmTrust shall pay and/or perform the
Obligations directly to Maiden Insurance, if AII fails to so cure such
deficient performance and/or payment within
such ten (10) business day period.
-5-
10.2 Scope
of Guarantee.
AmTrust
hereby
agrees that this Guarantee is a continuing guarantee and that AmTrust’s
obligation to pay and/or perform or cause performance of the Obligations in
full
shall be unconditional, irrespective of and unaffected by (i) the absence of
any
action to enforce the same; (ii) the
rendering of any judgment against AII or any action to enforce the same; (iii)
any waiver, consent, grant of time, forbearance or other indulgence by Maiden
Insurance to or for the benefit of AII with respect to Obligations that are
not
subject to a claim by Maiden Insurance under the Guarantee; (iv) (x) AII
becoming insolvent or suspending its business; (y) AII filing a voluntary
petition or consenting to an involuntary petition purporting to be pursuant
to
any reorganization or insolvency law of any jurisdiction or making a general
assignment for the benefit of creditors or applying for or consenting to the
appointment of a receiver or trustee for a substantial part of its property
(collectively, a “Bankruptcy Event”); (v) the genuineness, validity,
regularity or enforceability of the Obligations, except to the extent that
any
lack of genuineness, validity, regularity or enforceability of the Obligations
is due to the acts or omissions of Maiden Insurance; (vi) any transaction or
series of transactions that results in a change of control of AII; and (vii)
subject to the requirement that the Obligations are then due under the AII
Agreements, any circumstances that might otherwise constitute a legal or
equitable discharge or defense of a guarantor or surety or any other matter
that
would release a guarantor. In the event of a Company Change of Control, if
Maiden Insurance shall not terminate the Reinsurance Agreement in accordance
with the terms and provisions of the Reinsurance Agreement, this Guarantee
shall
automatically terminate and be of no further force and effect.
Notwithstanding
anything to the contrary contained in this Article X, in the event of a
Bankruptcy Event affecting AII, Maiden Insurance may proceed directly against
AmTrust for the payment in full of all Obligations of AII then due and payable.
Maiden Insurance shall not be required to file any claim in the event of a
Bankruptcy Event, it being understood and agreed that Maiden Insurance’s failure
so to file and any action taken by a governmental Entity in connection with
a
Bankruptcy Event shall not diminish or in any way affect AmTrust’s obligation to
Maiden Insurance under Article X or the timing, amount or recoverability of
the
Obligations under the Guarantee; provided that if Maiden Insurance shall not
so
file such a claim, it hereby grants to AmTrust a power of attorney to file
on
behalf of Maiden Insurance any such claim as shall be reasonably necessary
to
preserve any subrogation claim that AmTrust may have as a result of the
performance of its obligations hereunder. Maiden Insurance agrees to execute
any
instrument that AmTrust may reasonably request to evidence such power of
attorney. AmTrust hereby waives diligence, presentment, demand of payment or
any
defense, right of set-off or counterclaim that AII may have or assert under
the
AII Agreements as to the Obligations.
Except
for the notice requirements under Section 10.1, which shall not be waived under
this Section 10.2, AmTrust further waives any right to require a proceeding
first against AII or any other person before proceeding against AmTrust, protest
or notice with respect to the Obligations and all demands whatsoever, and
covenants that this Guarantee shall not be discharged except by complete payment
of the Obligations. This Guarantee shall continue to be effective
or be
reinstated (to the extent that any payment made is rescinded or must otherwise
be restored or returned by Maiden Insurance), as the case may be, if at any
time
any payment made by AII to
Maiden
Insurance is rescinded or must otherwise be restored or returned by Maiden
Insurance in the event of a Bankruptcy Event, all as though such payment had
not
been made.
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10.3 Payments.
Payment
of amounts to Maiden Insurance under the Guarantee shall be made promptly by
AmTrust on demand in writing by wire transfer in immediately available funds
to
an account or accounts designated by Maiden Insurance. AmTrust
shall reimburse Maiden Insurance on demand for all reasonable costs, expenses
and charges (including without limitation reasonable fees and charges of legal
counsel for Maiden Insurance) incurred by Maiden Insurance in connection with
the enforcement of this Guarantee.
ARTICLE
III
MISCELLANEOUS
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3.1
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Confirmation
of the Agreement.
Except as amended by this Amendment, the Agreement remains in full
force
and effect, without further modification or amendment.
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3.2
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Governing
Law.
This Amendment shall be governed by the laws of the State of New
York,
without regard to principles of conflict of
laws.
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3.3
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Counterparts.
This Amendment may be executed in one or more counterparts, and such
counterparts together shall constitute one and the same
agreement.
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[Remainder
of page intentionally left blank]
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
| AMTRUST FINANCIAL SERVICES, INC. | ||
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| By: | /s/ Xxxxxxx Xxxxx | |
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Name:
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Xxxxxxx
Xxxxx
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| Title: | Secretary | |
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| MAIDEN HOLDINGS, LTD. | ||
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| By: | /s/ Xxxxxxxx Xxxxx | |
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Name:
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Xxxxxxxx Xxxxx
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| Title: | Chief Operating Officer | |
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Exhibit
B
Terms
of
Loan
1. Commitment:
During
the term of the Reinsurance Agreement, any renewals thereof, and any periods
thereafter in which Maiden Insurance remains liable to AII for Covered Business,
Maiden Insurance shall make advances under the Loan to AII with respect to
each
AmTrust Ceding Insurer which AII is obligated to secure in an amount equal
to
its proportionate share of collateral for AII’s Obligations (as defined in the
Reinsurance Agreement) to the AmTrust Ceding Insurer, unless in accordance
with
the Reinsurance Agreement, Maiden Insurance elects to fund or provide for
collateral other than through advances under the Loan; provided however that
Maiden Insurance shall not be required to make an advance under the Loan if
and
to the extent that AII shall have failed to perform its obligations to Maiden
Insurance (including its payment obligations) under Article XXIII of the
Reinsurance Agreement after expiration of any applicable cure period.
2. Use
of
Proceeds:
AII
agrees to deposit Loan proceeds in Trust Accounts (as defined in the Reinsurance
Agreement) established or to be established for each such AmTrust Ceding Insurer
on the same terms as apply to the Trust Account with respect to Reinsurer Trust
Assets (as defined in the Reinsurance Agreement).
3. Interest:
An
amount equal to the actual amount of dividends, interest and other income earned
on the portion of the Loan proceeds with respect to an AmTrust Ceding Insurer
deposited in the Trust Accounts and, to the extent so transferred, Loan proceeds
held by an AmTrust Ceding Insurer in a segregated account as described in
Sections C(5)(d) or D(4) of Article XXIII of the Reinsurance Agreement. To
the
extent that the sum of principal amount of such proceeds (including the
undistributed earnings and interest thereon) and the Aggregate Collateral Value
(as defined in the Reinsurance Agreement) with respect to such AmTrust Ceding
Insurer exceeds the Reinsurer’s proportionate share of the Obligations to such
AmTrust Ceding Insurer, such earnings and interest will be paid quarterly,
less
any amounts due and payable (i) by Maiden Insurance under the Reinsurance
Agreement or the Asset Management Agreement (as defined in the Reinsurance
Agreement) or (ii) to any Trustee (as defined in the Reinsurance Agreement
with
respect to loan proceeds deposited into a Trust Account. AII agrees that all
Loan proceeds, including those deposited into a Trust Account or held in a
segregated account, as described above, will be managed for AII by AII Insurance
Management, Ltd. (“AIM”) in accordance the terms of and pursuant to the Asset
Management Agreement dated July 3, 2007 entered into by Maiden Insurance and
AIM
(the “Asset Management Agreement”) and invested in accordance with the
investment guidelines established pursuant to the Asset Management Agreement.
AII and Maiden Insurance agree that, pursuant to the Loan, AIM will acknowledge
and agree to such management of the Loan proceeds.
4. Maturity:
Each
Loan advance shall mature on the earliest to occur of (i) ten (10) years
following the date such advance was made with respect to an AmTrust Ceding
Insurer, (ii) there are no further Obligations due to such AmTrust Ceding
Insurer or (iii) AII is no longer required to secure such Obligations.
5. Prepayments:
If, as
of the end of a calendar quarter, the sum of the Aggregate Collateral Value
and
the outstanding advances under the Loan, in each case with respect to an AmTrust
Ceding Insurer, shall exceed Maiden Insurance’s proportionate share of the
Obligations to such AmTrust Ceding Insurer, the advances under the Loan with
respect to such AmTrust Ceding Insurer shall be prepaid in an amount equal
to
the lesser of the amount of such advances or such excess within 60 days
following the end of such quarter, less, in either case, any amounts due and
payable by Maiden Insurance under the Reinsurance Agreement.
6. Frequency
of Advances.
AII
shall be entitled to request advances under the Loan quarterly. An advances
shall be made within 10 days of each such request.
7. Automatic
Reduction in Principal:
If an
AmTrust Ceding Insurer withdraws Loan proceeds from a Trust Account with respect
to an AmTrust Ceding Insurer into which Loan advances with respect to such
AmTrust Ceding Insurer have been deposited, or from the segregated account
described in Section C(5)(d) or D(4) of Article XXIII of the Reinsurance
Agreement, funded by withdrawals from such a Trust Account, for the purpose
of
reimbursing such AmTrust Ceding Insurer for Ultimate Net Loss not received
from
AII or for unearned premiums due to such AmTrust Ceding Insurer but not
otherwise paid by AII, the outstanding principal amount of the Loan and the
advances with respect to such AmTrust Ceding Insurer automatically shall be
reduced by the amount of such withdrawal and, as of the date the AmTrust Ceding
Insurer applies such amount for such purposes, interest shall no longer be
due
on the amount of the reduction in principal.
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EXHIBIT
C
Schedule
of Excess Reinsurance
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1.
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AmTrust
Group Workers’ Compensation Excess of Loss Reinsurance
Agreement
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Reinsurer:
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Midwest
Employers Casualty Company
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Term:
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January
1, 2006 - January 1, 2008
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Retention
and Limit:
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9
million xs 1 million
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ECO/EPL:
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100%
(Subject to Retention and Limit)
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Intermediary:
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Aon
Re Inc.
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2.
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First
Workers’ Compensation Catastrophe Excess of Loss Reinsurance
Contract
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Reinsurer:
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Various
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Term:
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May
1, 2007 to May 1, 2008
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Retention
and Limit:
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30
million xs 20 million
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ECO/EPL:
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90%
(Subject to Retention and Limit)
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Intermediary:
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Xxxxxx
Re Inc.
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3.
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Second
Workers’ Compensation Catastrophe Excess of Loss Reinsurance
Contract
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Reinsurer:
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Various
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Term:
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May
1, 2007 to May 1, 2008
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Retention
and Limit:
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30
million xs 50 million
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ECO/EPL:
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90%
(Subject to Retention and Limit)
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Intermediary:
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Xxxxxx
Re Inc.
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Third
Workers’ Compensation Catastrophe Excess of Loss Reinsurance
Contract
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Reinsurer:
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Various
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Term:
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May
1, 2007 to May 1, 2008
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Retention
and Limit:
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50
million xs 80 million
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90%
(Subject to Retention and Limit)
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Intermediary:
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Xxxxxx
Re Inc.
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