Exhibit 10.29


 


AGREEMENT
REGARDING

CONTINUED REINSURANCE OF INSURANCE PRODUCTS


 


THIS AGREEMENT REGARDING CONTINUED
REINSURANCE OF INSURANCE PRODUCTS (this “Agreement”) is dated as of this
   day of          ,
200  , by and between General Electric Capital Company, a Delaware
corporation (“GECC”), and Viking Insurance Company Ltd., a Bermuda
insurance company (“Viking”).


 


RECITALS


 


WHEREAS, certain credit card customers of
GECC’s GE Consumer Finance-Americas Unit (“GECFA”) in the United States
and Canada are provided and/or offered credit insurance underwritten by
American Bankers Insurance Company of Florida, American Bankers Life Assurance
Company of Florida, First Fortis Life Insurance Company and Financial Insurance
Exchange (collectively “ABIG”), covering the GECFA credit card accounts
of such customers (“Credit Insurance”);


 


WHEREAS, such Credit Insurance is reinsured
by Viking;


 


WHEREAS, GECC’s Vendor Financial Services
Unit (“VFS”) purchases from ABIG, on behalf of lessees, property and
casualty insurance covering certain equipment leased by VFS to lessees (“Collateral
Protection Insurance”);


 


WHEREAS, such Collateral Protection Insurance
is reinsured by Viking; and


 


WHEREAS,
GECC and Viking desire to make certain agreements with respect to the continued
use of Viking as the reinsurer for Credit Insurance and Collateral Protection
Insurance.


 


NOW, THEREFORE, in
consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:


 


AGREEMENTS


 


1.               Agreements Relating to Card Services.


 


(a)           GECC agrees that it shall cause GECFA to take all
commercially reasonable efforts to maintain the following contractual
relationships: (i) ABIG as the insurer for any Credit Insurance provided or
offered by GECFA and (ii) Viking as the reinsurer of such Credit Insurance.


 


(b)           GECC shall provide
incentives, as appropriate, to GECFA to maintain the arrangements described in
clause (a) above, including


 

















 


“management reporting” of credit
for profits Viking earns on reinsurance contracts relating to Credit Insurance.


 


(c)           Viking acknowledges and agrees that GECC and GECFA
maintain the right to agree to any changes in underwriting standards proposed
by ABIG that GECFA deems appropriate, consistent with past practice, to
maximize the profitability of the reinsurance.


 


(d)           Notwithstanding clause (a) above, GECC and GECFA may, at
any time, in whole or in part, terminate Credit Insurance, replace Credit
Insurance with another product and/or terminate new Credit Insurance
enrollments; provided, however, that in the event of the termination or
replacement of existing Credit Insurance by GECC or GECFA, GECC shall pay
Viking, in accordance with the terms set forth in Schedule A hereto, an amount
equal to the net underwriting income Viking was projected to receive as the
reinsurer of the terminated or replaced Credit Insurance during the period
beginning on the date of termination or replacement through December 31, 2008;
provided, however, that terminations (i) initiated by someone other than GECC
or GECFA, (ii) required by the terms of the Credit Insurance or (iii) pursuant
to a sale or transfer of the underlying credit card accounts shall not trigger
any such payments from GECC to Viking.


 


2.     Agreements Relating to VFS.   Except to the extent inconsistent with that
certain Final Approval Order and Judgment dated December 11, 2003 entered by the
Circuit Court of Mobile County, Alabama (Docket Number CV- 02-1133):


 


(a)           GECC agrees that
until March 1, 2004, to the extent that Collateral Protection Insurance is
placed with respect to certain equipment leased by VFS to third parties, GECC
shall cause VFS to continue to use ABIG as insurer and Viking as reinsurer.


 


(b)           GECC shall provide
incentives, as appropriate, to VFS to maintain the arrangements described in
clause (a) above, including “management reporting” of credit for profits Viking
earns on reinsurance contracts relating to Collateral Protection Insurance.


 


3.     Agreements Relating to Viking.  Viking
shall report to GECC, no less frequently than monthly, the net underwriting
profits earned by Viking on reinsurance contracts relating to Credit Insurance
and Collateral Protection Insurance.


 


4.     Records and Audits.  Viking shall maintain such books
and records related to this Agreement as are reasonably necessary for an
accurate audit and verification of Viking’s duties and obligations under this
Agreement for at least two (2) years following termination of this Agreement
and shall provide GECC or its designees who are authorized to view such records
with access to such records upon request.


 


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5.     Compliance with Law.  Each party shall comply with all
laws applicable to such party’s performance under this Agreement.


 


6.     Assignment.  This Agreement may not be assigned, in whole or in part, whether by
operation of law or otherwise.


 


7.     Confidentiality.   This
Agreement, any of the terms thereof and all non-public information exchanged by
the parties pursuant to this Agreement are confidential (“Confidential
Information”) and no party shall disclose any Confidential Information of
the other party, except as otherwise required by law, or pursuant to a subpoena
or order issued by a court of competent jurisdiction, or to enforce their
rights under this Agreement.  In the
event that a party receives a request to disclose any Confidential Information
of the other party under such subpoena or order, such party shall
(i) notify such other party within ten (10) days after receipt of such
request; (ii) consult with that party on the advisability of taking steps
to resist or narrow such request; and (iii) if disclosure is required or
deemed advisable, cooperate with that party in any attempt that such party may
make to obtain an order or other reliable assurance that confidential treatment
will be accorded to designated portions of the Confidential Information.  Information will not be deemed Confidential
Information if (a) the information is already in the possession of or was
independently developed by the party with respect to which the Confidential
Information is not concerned and is not otherwise subject to an agreement as to
confidentiality; (b) the information becomes generally available in the
public domain other than as a result of a disclosure by such party in breach of
this Agreement; or (c) the information is not acquired from any party
known to be in breach of an obligation of secrecy.


 


8.     Severability.  The
provisions of this Agreement are severable and if any clause or provision of
this Agreement shall be held to be invalid, illegal or unenforceable in whole
or in part under any rule of law or public policy, all other provisions of this
Agreement shall nevertheless remain in full force and effect.


 


9.     Captions.  The captions
in this Agreement are used for means of reference only and shall not affect in
any way the interpretation or construction of this Agreement.


 


10.   Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of laws.


 


11.   Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be
deemed an original, but such counterparts together shall constitute one and the
same instrument.


 


12.   Exclusions.  For
purposes of clarity, the term “Credit Insurance” does not mean mortgage
insurance, debt cancellation contracts or debt suspension contracts.


 


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13.   Termination.   Except
as otherwise provided in Section 4 above and in this Section 13, the parties’
obligations under this Agreement shall terminate on the earlier of (i) December
31, 2008 or (ii) after termination of all Viking reinsurance contracts relating
to Credit Insurance and/or Collateral Protection Insurance, the date of final
payment of any amounts due to GECC or Viking under this Agreement.  Notwithstanding the foregoing, if Viking
continues to reinsure Credit Insurance and/or Collateral Protection Insurance
after December 31, 2008: (a) Viking shall pay to GECC, in accordance with the
terms set forth in Schedule A hereto, an amount equal to 90% of any net
underwriting income on such reinsured business; and (b) GECC shall pay to
Viking, in accordance with the terms set forth in Schedule A hereto, an
amount equal to 110% of any net underwriting loss on such reinsured business.


 


14.   Dispute Resolution.  The parties agree to the dispute resolution procedures
set forth in Schedule A attached hereto.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.


 


 


	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VIKING
  INSURANCE COMPANY LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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Schedule A to

Agreement Regarding

Continued Reinsurance of Insurance Products


 


PAYMENTS


 


Section 1.01           Payments by GECC to Viking.


 


With respect to payments to be made by GECC to
Viking pursuant to Sections 1(d) or 13 of the Agreement, GECC shall deliver to
Viking on each April 30, July 31, October 31 and January 31, commencing April
30, 2004, a quarterly statement in arrears with respect to the immediately
preceding calendar quarter detailing payments due to Viking.  GECC shall pay to Viking the amount set
forth in each quarterly statement within thirty (30) days of the date of such
statement.  In the event that all or any
portion of any payment due Viking pursuant to the Agreement becomes overdue,
the portion of the amount overdue shall bear interest at an annual rate equal
to the then current thirty (30) day U.S. Treasury Bill discount rate on the
date that the payment becomes overdue plus 200 basis points, for the period
that the amount is overdue.  As soon as
practicable after receipt by GECC of any reasonable written request by Viking,
GECC shall provide Viking with reasonably detailed data and documentation sufficient
to support the calculation of any amount due to Viking under Sections 1(d) or
13 of the Agreement for the purpose of verifying the accuracy of such
calculation.  If, after reviewing such
data and documentation, Viking disputes GECC’s calculation of any amount due to
Viking, then the dispute shall be resolved pursuant to the dispute resolution
procedure set forth in Sections 2.01 through 2.05 below.


 


Section 1.02           Payments by Viking to GECC.


 


With respect to payments to be made by Viking to
GECC pursuant to Section 13 of the Agreement, Viking shall deliver to GECC on
each each April 30, July 31, October 31 and January 31, commencing April 30,
2004, a quarterly statement in arrears with respect to the immediately
preceding calendar quarter detailing payments due to GECC.  Viking shall pay to GECC the amount set
forth in each quarterly statement within thirty (30) days of the date of such
statement.  In the event that all or any
portion of any payment due GECC pursuant to the Agreement becomes overdue, the
portion of the amount overdue shall bear interest at an annual rate equal to
the then current thirty (30) day U.S. Treasury Bill discount rate on the date
that the payment becomes overdue plus 200 basis points, for the period that the
amount is overdue.  As soon as
practicable after receipt by Viking of any reasonable written request by GECC,
Viking shall provide GECC with reasonably detailed data and documentation
sufficient to support the calculation of any amount due to GECC under Section
13 of the Agreement for the purpose of verifying the accuracy of such
calculation.  If, after reviewing such
data and documentation, GECC disputes Viking’s calculation of


 


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any amount due to GECC, then the dispute shall be resolved pursuant to
the dispute resolution procedure set forth in Sections 2.01 through 2.05 below.


 


DISPUTE
RESOLUTION


 


Section 2.01           General Provisions.


 


(a) Any dispute, controversy or claim arising out
of or relating to the Agreement or the validity, interpretation, breach or
termination thereof (a “Dispute”), shall be resolved in accordance with
the procedures set forth in this Schedule A, which shall be the sole and
exclusive procedures for the resolution of any such Dispute unless otherwise specified
below.


 


(b) Commencing with the request contemplated by
Section 2.02, all communications between the parties or their representatives
in connection with the attempted resolution of any Dispute, including any
mediator’s evaluation referred to in Section 2.03, shall be deemed to have been
delivered in furtherance of a Dispute settlement and shall be exempt from
discovery and production, and shall not be admissible in evidence for any
reason (whether as an admission or otherwise), in any arbitral or other
proceeding for the resolution of the Dispute.


 


(c) In connection with any Dispute, the parties
expressly waive and forego any right to (i) punitive, exemplary,
statutorily-enhanced or similar damages in excess of compensatory damages, and
(ii) trial by jury.


 


(d) The specific procedures set forth below,
including but not limited to the time limits referenced therein, may be
modified by agreement of the parties in writing.


 


(e) All applicable statutes of limitations and
defenses based upon the passage of time shall be tolled while the procedures
specified in this Schedule A are pending. 
The parties will take such action, if any, required to effectuate such
tolling.


 


Section 2.02           Consideration
by Senior Executives.


 


If a Dispute is not resolved in the normal course
of business at the operational level, the parties shall attempt in good faith
to resolve any Dispute by negotiation between executives who are officers of
the respective business entities involved in the Dispute.  Either party may initiate the executive
negotiation process by written notice to the other.  Fifteen (15) days after delivery of the notice, the receiving
party shall submit to the other a written response. The notice and response
shall include (i) a statement of the Dispute and of each party’s position, and
(ii) the name and title of the executive who will represent that party and of
any other person who will accompany the executive. Such executives will meet in
person or by telephone within thirty (30) days of the initial notice to seek a
resolution of the Dispute.


 


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Section 2.03           Mediation.


 


If a Dispute is not resolved by negotiation as
provided in Section 2.02 within forty-five (45) days from the delivery of the
initial notice, then either party may submit the Dispute for resolution by
mediation pursuant to the CPR Institute for Dispute Resolution (“CPR”)
Model Mediation Procedure as then in effect. The parties will select a mediator
from the CPR Panels of Distinguished Neutrals,
but such mediator must have prior U.S. reinsurance experience either as a
lawyer or as a present or former officer or management employee of a
reinsurance company, but not of Viking or GECC, or any of their respective
affiliates.  Either party at
commencement of the mediation may ask the mediator to provide an evaluation of
the Dispute and the parties’ relative positions.


 


Section 2.04           Arbitration.


 


(a)  If a
Dispute is not resolved by mediation as provided in Section 2.03 within thirty
(30) days of the selection of a mediator (unless the mediator chooses to
withdraw sooner), either party may submit the Dispute to be finally resolved by
arbitration pursuant to the CPR Rules for Non-Administered Arbitration as then
in effect.  The parties consent to a
single, consolidated arbitration for all known Disputes existing at the time of
the arbitration and for which arbitration is permitted.


 


(b)  The
neutral organization for purposes of the CPR Arbitration Rules will be the CPR.
The arbitral tribunal shall be composed of three arbitrators who are each
experienced in the U.S. reinsurance business, of whom each party shall appoint
one in accordance with the “screened” appointment procedure provided in Rule
5.4 of the CPR Rules.  The non-party
appointed arbitrator must have prior U.S. reinsurance experience as a present
or former officer or management employee of a reinsurance company, but not of
Viking or the GECC, or any of their respective affiliates.  The arbitration shall be conducted in New
York City.  Each party shall be
permitted to present its case, witnesses and evidence, if any, in the presence
of the other party. A written transcript of the proceedings shall be made and
furnished to the parties. The arbitrators shall determine the Dispute in
accordance with the law of the State of New York, without giving effect to any
conflict of law rules or other rules that might render such law inapplicable or
unavailable, and shall apply this Agreement according to its terms, provided
that the provisions relating to arbitration shall be governed by the Federal
Arbitration Act, 9 U.S.C. §§ 1 et seq.


 


(c)  The
parties agree to be bound by any award or order resulting from any arbitration
conducted hereunder and further agree that judgment on any award or order
resulting from an arbitration conducted under this Section 2.04 may be entered
and enforced in any court having jurisdiction thereof.


 


(d)  Except
as expressly permitted by this Agreement, no party will commence or voluntarily
participate in any court action or proceeding concerning a Dispute, except (i)
for enforcement as contemplated by Section 2.04(c) above, (ii) to restrict or
vacate an arbitral decision based on the grounds specified under


 


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applicable law, or (iii) for interim relief as provided in paragraph (e)
below.  For purposes of the foregoing
the parties hereto submit to the non-exclusive jurisdiction of the courts of
the State of New York.


 


(e)  In
addition to the authority otherwise conferred on the arbitral tribunal, the
tribunal shall have the authority to make such orders for interim relief,
including injunctive relief, as it may deem just and equitable.  Notwithstanding paragraph (d) above, each
party acknowledges that in the event of any actual or threatened breach of
certain of the provisions of this Agreement, the remedy at law would not be
adequate, and therefore injunctive or other interim relief may be sought
immediately to restrain such breach.  If
the tribunal shall not have been appointed, either party may seek interim
relief from a court having jurisdiction if the award to which the applicant may
be entitled may be rendered ineffectual without such interim relief. Upon
appointment of the tribunal following any grant of interim relief by a court,
the tribunal may affirm or disaffirm such relief, and the parties will seek
modification or rescission of the court action as necessary to accord with the
tribunal’s decision.


 


(f) Each party will bear its own attorneys fees and
costs incurred in connection with the resolution of any Dispute in accordance
with this Schedule A.


 


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