EXHIBIT 10.33
DATED 1st November 2002
ST. PAUL MANAGEMENT LIMITED
AND
ST. PAUL REINSURANCE COMPANY LIMITED
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INTRA-GROUP ASSET TRANSFER AGREEMENT
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Slaughter and May
One Bunhill Row
London EC1Y8YY
(GWJ/ESYL/ANA)
CAO21690094
CONTENTS
PAGE
1. Interpretation 1
2. Transfer 2
3. Consideration 2
4. Completion 2
5. Transferor's Warranties 2
6. Further Assurance 3
7. Entire Agreement 3
8. Counterparts 3
9. Governing law 3
THIS AGREEMENT is made the 1st day of November, 2002
BETWEEN:-
1. ST. PAUL MANAGEMENT LIMITED (registered in England No. 00972175) whose
registered office is at The St. Paul House, 27 Camperdown Street, London
E1 8DS (the "TRANSFEROR")
AND
2. ST. PAUL REINSURANCE COMPANY LIMITED (registered in England No. 01460363)
whose registered office is at The St. Paul House, 27 Camperdown Street,
London El 8DS (the "TRANSFEREE")
WHEREAS:-
(A) The St. Paul Companies, Inc. ("ST. PAUL") and Platinum Underwriters
Holdings, Ltd. (PLATINUM HOLDINGS") entered into a Formation and
Separation Agreement dated 28 October, 2002 (and such agreement as may be
amended from time to time) (the "FORMATION AND SEPARATION AGREEMENT")
setting forth certain terms governing St. Paul's sponsorship of the
organisation of Platinum Holdings and its subsidiaries, actions to be
taken in respect of Platinum Holdings' initial public offering (the
"Public Offering") of its common shares and the ongoing relationships
between St. Paul and its subsidiaries and Platinum Holdings and its
subsidiaries after the effective date of the Public Offering.
(B) Pursuant to the Formation and Separation Agreement, the parties thereto
have agreed to procure that the Transferee will transfer (or procure the
transfer of) certain business assets (the "BUSINESS ASSETS") to Platinum
Re (UK) Limited on the terms set out in a Business Transfer Agreement to
be entered into between the Transferee, the Transferor and Platinum Re
(UK) Limited (the "BUSINESS TRANSFER AGREEMENT") with the intention that
Platinum Re (UK) Limited shall be entitled to carry on the Business (as
defined in the Business Transfer Agreement) in succession to the
Transferee as a going concern.
(C) The Transferor is the beneficial owner or is otherwise able to procure the
transfer of the Assets, which form part of the Business Assets.
(D) The parties hereto agree that the Transferor will transfer (or procure the
transfer of) the Assets to the Transferee on the terms set out in this
agreement with the intention that the Transferee shall be entitled to
transfer, inter alia, the Assets to Platinum Re (UK) Limited pursuant to
the Business Transfer Agreement.
WHEREBY IT IS AGREED as follows:-
1. INTERPRETATION
1.1 In this agreement:
"ASSETS" means all the tangible assets listed or referred to in
Schedule 6 to the Business Transfer Agreement which are
to be transferred to Platinum Re (UK) Limited by the
Transferee pursuant to the Business Transfer Agreement;
"COMPLETION" means completion of the transfer of the Assets under
this agreement.
1.2 In this agreement, unless otherwise specified:-
(A) references to clauses and schedules are to clauses and schedules to,
this agreement; and
(B) headings to clauses and schedules are for convenience only and do
not affect the interpretation of this agreement.
2. TRANSFER
The Transferor shall transfer or procure the transfer and the Transferee
shall accept the transfer of the Assets.
3. CONSIDERATION
The consideration for the transfer of the Assets shall be US$ 300,003.
4. COMPLETION
4.1 Completion shall take place immediately after signature of this agreement
at such place as may be agreed between the parties.
4.2 At Completion (or such later time as the parties may agree) the Transferor
shall deliver to the Transferee:-
(A) all the Assets which are capable of transfer by delivery with the
intent that legal and beneficial title to these Assets shall pass by
and upon delivery; and
(B) (if any) all such documentation duly executed outside the United
Kingdom in respect of the Assets as is appropriate to transfer the
legal and beneficial title of the Assets to the Transferee.
5. TRANSFEROR'S WARRANTIES
The Transferor warrants to the Transferee in the following terms:
(A) Ownership of the Assets
The Transferor is the sole beneficial and legal owner of the Assets.
(B) Options, mortgages and other encumbrances
There is no option, right to acquire, mortgage, charge, pledge, lien
or other form of security or encumbrance or equity on, over or
affecting the Assets or any of them and there is no agreement or
commitment to give or create any and no claim has been made by any
person to be entitled to any.
6. FURTHER ASSURANCE
Each of the parties shall from time to time, on being reasonably requested
to do so by the other party, execute such deeds and do all such things as
are reasonably required for giving full effect to this agreement.
7. ENTIRE AGREEMENT
This agreement and any other documents referred to in it constitute the
whole and only agreement between the parties relating to the transfer of
the Assets.
8. COUNTERPARTS
This agreement may be executed in counterparts, each of which shall be
deemed an original and all of which taken together shall constitute but
one and the same instrument.
9. GOVERNING LAW
This agreement shall be governed by and construed in accordance with
English law.
IN WITNESS whereof the parties have executed this agreement the day and year
first before written
SIGNED by /s/ Charles Collis
as attorney for and on behalf of
ST. PAUL MANAGEMENT LIMITED
SIGNED by /s/ Charles Collis
as attorney for and on behalf of
ST. PAUL REINSURANCE COMPANY LIMITED