EXHIBIT 10.34
THIS ADDENDUM is made on the 10th of December 2003
BETWEEN:
(1) ST. PAUL REINSURANCE COMPANY LIMITED (registered number 01460363) of
The St. Paul House, 27 Camperdown Street, London E1 8DS ("ST. PAUL RE
UK"); and
(2) PLATINUM RE (UK) LIMITED (registered number 4413755) of The St. Paul
House, 27 Camperdown Street, London E1 8DS ("PLATINUM RE UK"),
(each a "PARTY" and together the "PARTIES").
WHEREAS:
A. The Parties entered into a UK Master Services Agreement (the
"AGREEMENT") on 1 November 2002.
B. Pursuant to Clause 3.4 of the Agreement, Platinum Re UK has requested
St. Paul Re UK to provide, or procure the provision of, certain
Transitional Services beyond 30 June 2003 (the "TRANSITIONAL SERVICES
END DATE").
C. The Parties wish to record in this ADDENDUM each Transitional Service
to be provided by St. Paul Re UK to Platinum Re UK beyond the
Transitional Services End Date and the terms upon which each particular
Transitional Service will be so provided.
D. The Parties agree that this Addendum is supplemental to the Agreement,
but where the terms of this Addendum and those of the Agreement
conflict, then the terms of this Addendum shall prevail. However,
nothing in this Addendum shall, nor is it intended to, amend in any way
the provisions of the Agreement save to the extent explicitly provided
for herein.
E. In this Addendum, terms defined in the Agreement are to bear the same
meaning as they do in the Agreement, save where they are otherwise
expressly defined in this Addendum.
WHEREBY IT IS AGREED as follows:
1. TRANSITIONAL SERVICES
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1.1 St. Paul Re UK shall provide, or procure the provision of, each of the
following Transitional Services for a period of 12 months from the
Transitional Services End Date, unless (and then only to the extent
that) the Parties agree to a later end date:
1.1.1 Read only access to St. Paul Re UK's underwriting and
financial systems (in particular, to trading records and
contract performance statistics) provided that Platinum Re UK
shall comply with the reasonable requirements of St. Paul Re
UK as to security;
1.1.2 Compliance with insurance regulatory reporting and information
requirements- to allow Platinum Re UK appropriate analysis of
the business ceded to Platinum Re UK by St. Paul Re UK to
enable Platinum Re UK to complete its returns;
1.1.3 Reporting and audit trails with respect to business written
via the UK Underwriting Agency and Underwriting Management
Agreement;
1.1.4 General systems expertise from various individuals including
access to all information technology personnel; and
1.1.5 Access to and co-operation of claims personnel in settlement
of claims concerning clients who are ongoing in Platinum Re UK
where St. Paul Re UK is administering the run-off.
1.2 St. Paul Re UK shall provide, or procure the provision of, each of the
following Transitional Services at 52 Lime Street, London, EC3M 7NL,
for so long as the Underleases between the Parties in connection with
52 Lime Street remain in force or, if sooner, until 21 June 2004,
unless the Parties agree otherwise:
1.2.1 Environmentally controlled room to house Platinum Re UK's
information technology; and,
1.2.2 Facilities management services.
1.3 For the avoidance of doubt, the Parties agree that the provision of the
remaining Transitional Services, as recorded in the Schedule of
Transitional Services to the Agreement, shall be terminated as at the
Transitional Services End Date pursuant to the provisions of Clause 9
of the Agreement. The termination of such Transitional Services shall
be final pursuant to Clause 9.3(C) of the Agreement.
1.4 The Parties hereby agree to amend Clause 6.2 (B) of the Agreement as
follows:
Notwithstanding anything to the contrary in this agreement, the total
aggregate liability of St. Paul Re UK in respect of indemnifiable
Losses pursuant to sub-
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clause 6.2A above shall not in any event exceed the aggregate amount
paid to St. Paul Re UK by Platinum Re UK pursuant to sub-clause 3.6
above. The extent of the total aggregate liability of St Paul Re UK in
respect of indemnifiable Losses for the provision of those Transitional
Services beyond the Transitional Services End Date shall not in any
event exceed the aggregate amount paid to St Paul Re UK by Platinum Re
UK for that period beyond the Transitional Services End Date.
1.5 Save as specifically provided for in the Addendum, the Parties hereby
agree that St. Paul Re UK shall provide, or procure the provision of,
each of the Transitional Services stipulated in Clauses 1.1 and 1.2
herein on exactly the same terms and conditions as those provided for
in the Agreement.
2. SEVERABILITY
If any part of this Addendum shall be held to be invalid, illegal or
unenforceable in whole or in part under any enactment or rule of law,
such provision or part shall to that extent be deemed not to form part
of this Addendum but the legality, validity and enforceability of the
remainder of this Addendum shall not be affected.
IN WITNESS of which each of the Parties has executed this agreement on
the day and year first above written.
SIGNED by ) /s/ A.D. Holman
for and on behalf of ST.PAUL ) IT Director
REINSURANCE COMPANY )
LIMITED in the presence of: ) /s/ T.R. Smith
Company Secretary
SIGNED by ) /s/ M.J. Coldman
For and on behalf of PLATINUM ) Company Secretary
RE (UK) LIMITED in the presence )
of: ) /s/ R. Worsley
Finance Director
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