Exhibit
10.30


 


AMENDED AND
RESTATED GUARANTY


 


THIS AMENDED AND RESTATED GUARANTY (this
“Guaranty”), effective as of February 15, 2000, is executed and delivered by
ACE Capital Re Bermuda Ltd. (formerly, KRE Reinsurance Ltd.), an insurance
company registered and licensed under the laws of the Islands of Bermuda (the
“Parent”), for the benefit of Capital Title Reinsurance Company, a New York
domiciled insurance company (the “Subsidiary”). This Guaranty amends and
restates in its entirety the guaranty (as previously amended) issued by Parent
to Subsidiary with an effective date of April 1, 1999.


 


W I T N E S S E T H


 


WHEREAS, the Parent is the parent of the Subsidiary;


 


WHEREAS, to further support the claims paying resources of Subsidiary,
Parent has agreed to guaranty the payment obligations of Subsidiary; and


 


WHEREAS, the corporate interests of Parent will be benefited by
entering into this guaranty.


 


NOW, THEREFORE, in consideration of the foregoing and for other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


Section 1. 
Guaranty.  Parent
unconditionally and irrevocably guarantees to Subsidiary that during the term
of this Guaranty it will, on demand by Subsidiary, make funds available to Subsidiary
for the full and complete payment when due of all payment obligations of
Subsidiary (the “Guaranteed Obligations”) to the extent Subsidiary is unable to
satisfy those obligations.


 


This Guaranty is issued by Parent for the
benefit of the holders of the Guaranteed Obligations (the “Holders”) and the
Holders are hereby made third-party beneficiaries and may directly claim upon
and enforce the obligations of Parent hereunder as provided herein.


 


Section 2. 
Obligation Unconditional. 
The obligations of Parent under this Guaranty are irrevocable and
unconditional to the fullest extent permitted by applicable law, irrespective
of any other circumstance whatsoever which might otherwise constitute a legal
or equitable discharge of a surety or guarantor, including fraud in the
inducement or fact; the intent of this Guaranty being that the obligations of
Parent hereunder shall be absolute and unconditional under all circumstances
and shall not be discharged except by payment as provided for herein. Parent hereby
expressly waives diligence, presentment, notice of acceptance and any
requirement that Subsidiary exhaust any right, remedy or proceed against any
obligor.


 


Section 3. 
Preferential Payments. 
The guaranty provided under Section 1 shall include the full and
complete payment of the amount of any claim on any Guaranteed Obligation


 

















 


paid by Subsidiary which is subsequently voided in whole or in part as
a preferential payment under applicable law, including proceedings in
bankruptcy, insolvency, reorganization or other similar laws affecting
creditor’s rights generally.


 


Section 4. 
Subrogation.  Parent
hereby unconditionally agrees that until the payment and satisfaction in full
of all payments guaranteed hereby, it shall not exercise any right or remedy
arising by reason of any performance by it of this Guaranty, whether by
subrogation or otherwise, against Subsidiary.


 


Section 5. 
No Waiver.  No failure on
the part of Subsidiary to exercise, no delay in exercising, and no course of
dealing with respect to, any right or remedy hereunder will operate as a waiver
thereof, nor will any single or partial exercise of any right or remedy
hereunder preclude any other further exercise thereof or the exercise of any
other right or remedy.


 


Section 6. 
Continuing Effect; Assignment. 
This Guaranty is a continuing guarantee that: (i) shall be binding upon
Parent, its successors and assigns, and (ii) shall inure to the benefit of, and
be enforceable by, the Holders, their successors and assigns, to the extent of
claims on Guaranteed Obligations which are not satisfied by Subsidiary.


 


Section 7.  Amendment,
Modification or Termination.  This
Guaranty may not be amended, modified or terminated except upon six (6) months
prior notice, in writing, given by Parent to Subsidiary, with a copy of such
notice simultaneously delivered to Standard & Poor’s Corporation and Duff
& Phelps Credit Rating Co., and provided further that such proposed
amendment, modification or termination shall only become effective if both the
financial strength rating assigned to Subsidiary by Standard & Poor’s
Corporation and the claims paying ability rating assigned to Subsidiary by Duff
& Phelps Credit Rating Co. after such termination, amendment or
modification is not lower than such rating assigned immediately prior to the
proposed amendment, modification or termination.


 


Section 8. 
Governing Law.  This
Guaranty shall be governed by and construed in accordance with the laws of the
State of New York.


 


IN WITNESS WHEREOF, Parent has duly executed
and delivered this Guaranty as of the day and year first above written.


 


ACE CAPITAL RE BERMUDA LTD.


 


 


	
  By: 

  	
  Rebecca L Carne

  	
   

  	
   

  
	
  Title:

  	
  Asst. Sec.