Exhibit 10.18


 


ASSIGNMENT AND TERMINATION AGREEMENT


 


This Assignment and Termination Agreement, dated as of April 28,
2004 (this “Agreement”), is made by and among Assured Guaranty Re
International Ltd., formerly known as ACE Capital Re International Ltd. (“AGRI”),
ACE Bermuda Insurance Ltd. (“ACE Bermuda”) and ACE Capital Title
Reinsurance Company (“ACTRC”).


 


RECITALS


 


WHEREAS, AGRI and ACTRC have entered into that certain Per Policy
Excess of Loss Retrocession Agreement, dated as of January 1, 2000 (the “Excess
of Loss Retrocession Agreement”), a copy of which is attached hereto as
Annex A;


 


WHEREAS, AGRI and ACTRC have terminated the Excess of Loss Retrocession
Agreement on a run-off basis pursuant to that certain Run-Off Termination
Agreement, dated as of April 28, 2004 (the “Termination Agreement”), by
and between AGRI and ACTRC, a copy of which is attached hereto as Annex B;


 


WHEREAS, AGRI and ACE Bermuda have entered into that certain Quota
Share Retrocession Agreement, dated as April 28, 2004 (the “Quota Share
Retrocession Agreement”), a copy of which is attached hereto as Annex C and
pursuant to which (i) AGRI and ACE Bermuda have amended and restated that
certain Per Policy Excess of Loss Second Retrocession Agreement, effective as
of January 1, 2000, between AGRI and ACE Bermuda, (ii) ACE Bermuda has
agreed to indemnify AGRI for 100% of the liability of AGRI under the Excess of
Loss Retrocession Agreement and (iii) AGRI has paid ACE Bermuda an amount equal
to $1,290,588;


 


WHEREAS, AGRI desires to assign, transfer and novate all of its past,
present and future right, title, interest and obligations in, to and under the
Excess of Loss Retrocession Agreement to ACE Bermuda as set forth in this
Agreement;


 


WHEREAS, ACE Bermuda desires to accept all of AGRI’s past, present and
future right, title, interest and obligations in, to and under the Excess of
Loss Retrocession Agreement as set forth in this Agreement;


 


WHEREAS, AGRI and ACE Bermuda desire to terminate the Quota Share
Retrocession Agreement; and


 


WHEREAS, ACTRC desires to consent to the assignment, transfer and
novation referred to above and to release AGRI from liability under the Excess
of Loss Retrocession Agreement.


 

















 


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


 


1.               Effective
as of the date of approval or non-disapproval of this Agreement by the New York
Insurance Department:


 


(i)                                     AGRI hereby
assigns, transfers and novates all of its past, present and future right, title
and interest in the Excess of Loss Retrocession Agreement to ACE Bermuda;


 


(ii)                                  AGRI hereby assigns,
transfers and novates all of its past, present and future obligations which
arise out of, relate to, or are in any way connected with, the Excess of Loss
Retrocession Agreement to ACE Bermuda;


 


(iii)                               ACE Bermuda hereby
accepts each assignment, transfer and novation referred to in the immediately
preceding clauses (i) and (ii) and assumes all of the liabilities and
obligations (whether past, present or future) with respect to the foregoing;


 


(iv)                              ACTRC hereby acknowledges
and consents to each assignment, transfer and novation referred to in the preceding
clauses (i) and (ii); and


 


(v)                                 AGRI and ACE Bermuda
hereby acknowledge and agree that the Quota Share Retrocession Agreement is
hereby terminated in all respects and all of the respective rights and
obligations of AGRI and ACE Bermuda thereunder are irrevocably and
unconditionally cancelled and terminated, and each of AGRI and ACE Bermuda
fully and finally releases and discharges the other party from any obligations,
claims or liabilities (of any nature whatsoever, whether now existing,
hereafter arising or contingent and whether known or unknown) of the other
party arising out of and to be performed in connection with such Quota Share
Retrocession Agreement.


 


2.                                       In
furtherance of the foregoing, ACTRC hereby releases AGRI from any and all past,
present or future liabilities or obligations with respect to the Excess of Loss
Retrocession Agreement (as modified by the Termination Agreement), and ACE
Bermuda hereby agrees to indemnify and hold AGRI harmless against any and all
such liabilities and obligations.


 


3.                                       Each
party hereto shall, at any time and from time to time after the first date
written above, upon request of any other party hereto, do, execute, acknowledge
and deliver, or cause to be done, executed, acknowledged and delivered, all
such further acts, instruments, assignments and assurances as may be reasonably
required in order to carry


 


2

















 


out the intent of this Agreement (including without limitation any of
the foregoing as are reasonably necessary to obtain the approval or
non-disapproval of this Agreement by the New York Insurance Department).


 


4.                                       This
Agreement, together with the Quota Share Retrocession Agreement, the Excess of
Loss Retrocession Agreement and the Termination Agreement, contains the entire
agreement and understanding of the parties hereto with respect to the matters
herein and supersedes any other agreement, whether written or oral, with
respect to the subject matter of this Agreement.  In the event of any conflict between the provisions of this
Agreement and the provisions of the Quota Share Retrocession Agreement, the
Excess of Loss Retrocession Agreement or the Termination Agreement, the
provisions of this Agreement shall control.


 


5.                                       The
consideration for the transactions contemplated by this Agreement is included
in the consideration paid under the Quota Share Retrocession Agreement.


 


6.                                       This
Agreement may be executed in any number of counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.


 


7.                                       This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the conflicts of law rules thereof.


 


8.                                       Except
as expressly set forth herein and amended hereby, the Excess of Loss
Retrocession Agreement shall remain in full force and effect.


 


9.                                       This
Agreement may not be modified or amended except by mutual written consent of
the parties.  The parties will not
unreasonably refuse to make any amendments hereto that are required to be made
in order to obtain the approval or non-disapproval of this Agreement by the New
York Insurance Department.


 


[The next
page is the signature page.]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.


 


 


	
  ASSURED GUARANTY RE INTERNATIONAL LTD.

  
	
   

  
	
  By:

  	
  /s/ Pierre Samson

  	
   

  
	
  Name:

  	
  Pierre Samson

  
	
  Title:

  	
  President

  
	
   

  
	
  ACE BERMUDA INSURANCE LTD. 

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  
	
  ACE CAPITAL TITLE REINSURANCE COMPANY  

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.


 


 


	
  ASSURED GUARANTY RE INTERNATIONAL LTD.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  
	
  ACE BERMUDA INSURANCE LTD. 

  
	
   

  
	
  By:

  	
  /s/ Andrew M. Gibbs

  	
   

  
	
  Name:

  	
  Andrew M. Gibbs

  
	
  Title:

  	
  CFO

  
	
   

  
	
  ACE CAPITAL TITLE REINSURANCE COMPANY  

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.


 


 


	
  ASSURED GUARANTY RE INTERNATIONAL LTD.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  
	
  ACE BERMUDA INSURANCE LTD. 

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  
	
  ACE CAPITAL TITLE REINSURANCE COMPANY  

  
	
   

  
	
  By:

  	
  /s/ David A. Buzen

  	
   

  
	
  Name:

  	
  David A. Buzen

  
	
  Title:

  	
  President

  



 

















 


ANNEX A


 


PER POLICY EXCESS OF LOSS


RETROCESSION AGREEMENT


 


This Per Policy Excess of Loss Retrocession Agreement dated as of
January 1, 2000 is made and entered into by and between ACE Capital Re
International Ltd. (the “Reinsurer”), an insurance company organized under the
laws of the Islands of Bermuda, and ACE Capital Title Reinsurance Company (the
“Company”), an insurance company organized under the laws of the State of New
York.


 


In consideration of the mutual covenants herein contained and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Company and the Reinsurer agree as follows:


 


ARTICLE 1


 


DEFINITIONS


 


Section 1.1.  Definitions.  For all purposes of this Agreement, (i) the
following terms shall have the meanings assigned to them and shall include the
plural as well as the singular, and (ii) all accounting terms involving premium
and loss calculations and surplus and reserves shall have the meanings assigned
to them under accounting principles prescribed and permitted by the laws and
regulations of the Company’s state of domicile:


 


A.                                    “Agreement”
shall mean this Per Policy Excess of Loss Retrocession Agreement made by and
between the Company and the Reinsurer.


 


B.                                    “Allocated
Loss Adjustment Expenses” shall mean those expenses relating to the
adjustment of Losses, including court costs, interest upon judgments as it
accrues, and allocated investigation, adjustment, and legal expenses chargeable
to the investigation, negotiation, settlement or defense of a claim or Loss or
the protection and perfection of any subrogation or salvage rights under any
Policy.


 


C.                                    “Company’s
Retention” shall mean, with respect to a Policy, an amount of Loss  and Allocated Loss Adjustment Expenses
arising from such Policy equal to $5,000,000.


 


D.                                    “Effective
Date”  shall have the meaning set
forth in Article 2.


 


E.                                      “Loss”
and “Losses” shall mean the actual
loss paid by the Company during the Term arising from a Policy, including sums
paid in settlement of claims and in satisfaction of judgments, net of any
salvage and any inuring reinsurance in connection therewith.


 


1

















 


F.                                      “Notice”
shall mean communications conforming to the provisions of Section 12.10 of
this Agreement.


 


G.                                    “Policy
or Policies” shall mean an in force contract of title insurance written by
a title insurer and reinsured by the Company prior to or during the Term.  Notwithstanding anything herein to the
contrary, all contracts of title insurance that pertain to one risk shall be
deemed to be one “Policy” for the purposes of this Agreement.


 


H.                                    “Policy
Limit” shall mean the amount of liability ceded to the Company with respect
to a Policy.


 


I.                                         “Reinsurer’s
Limit of Liability” shall mean, with respect to a Policy, an amount of Loss
and Allocated Loss Adjustment Expenses arising from such Policy equal to the
lesser of the Policy Limit for such Policy and $195 million.


 


J.                                      “Term”
shall have the meaning set forth in Article 2.


 


In this Agreement, all terms not otherwise defined herein shall have
the same meanings such terms have in the New York Insurance Law.


 


ARTICLE 2


 


TERM


 


This Agreement shall be effective from and after 12:01 a.m., Eastern
Standard Time, on January 1, 2000 (the “Effective Date”) and shall
continue in effect until all of the Company’s exposure under Policies with
Policy Limits in excess of the Company’s Retention has expired (the “Term”).


 


ARTICLE 3


 


TYPE


 


Per policy excess of loss reinsurance.


 


2

















 


ARTICLE 4


 


COVER


 


The Reinsurer shall be liable to and will reimburse the Company for all
Loss and Allocated Loss Adjust Expenses arising from each Policy in excess of
the Company’s Retention for such Policy, subject to the Reinsurer’s Limit of
Liability for such Policy.  The
Company’s Retention shall be fully paid and satisfied by the Company before the
Reinsurer shall be liable for any payment of Losses and Allocated Loss
Adjustment Expenses under this Agreement. 
The Reinsurer shall not be liable under this Agreement for any portion
of the Company’s Retention under any circumstances including, but not limited
to, the Company’s bankruptcy, insolvency, inability or unwillingness to pay for
Losses or Allocated Loss Adjustment Expenses for any reasons whatsoever or the
uncollectability of any other insurance or reinsurance covering any of the
Policies.


 


ARTICLE 5


 


EXCLUSIONS


 


This Agreement does not cover (i) business reinsured by the Company not
described herein,  (ii) bad faith,
punitive damages or other extracontractual liability asserted against the
Company, its officers, directors, employees or agents, (iii) office expenses of
the Company and salaries of officials and employees of the Company, or (iv) all
liability of the Company, arising by contract, operation of law, or otherwise,
from its participation or membership, whether voluntary or involuntary, in any
Insolvency Fund.  “Insolvency Fund”
includes any guaranty fund, insolvency fund, plan, pool, association, fund or
other  arrangement, howsoever
denominated, established or governed, which provides for any assessment of or payment
or assumption by the Company of part or all of any claim, debt, charge, fee or
other obligation of an insurer, or its successors or assigns, which has been
declared by the competent authority to be insolvent, or which is otherwise
deemed unable to meet any claim, debt, charge, fee or other obligation in whole
or in part.


 


ARTICLE 6


 


PREMIUM


 


For Policies with an inception date on or after the Effective Date, the
Company shall pay to the Reinsurer premium for each Policy equal to (i) (A) the
Policy Limit for such Policy minus the Company’s Retention divided by (B) the
Policy Limit for such Policy, multiplied by (ii) the premium received by the
Company with respect to such Policy (the “Premium”).  The Premium due to the Reinsurer for each Policy shall be due
during the calendar quarter during which the Company receives its premium with
regard to such Policy and shall be payable to the Reinsurer as provided in
Article 7 hereof.


 


3

















 


No Premium shall be payable to the Reinsurer with respect to Policies
with an inception date prior to the Effective Date.


 


ARTICLE 7


 


ACCOUNTS AND REPORTS


 


The Company shall provide the Reinsurer with a bordereau within forty
five (45) days following the end of each calendar quarter showing for such
calendar quarter and each Policy ceded hereunder:  Policy Limit, premium received by the Company, Premium due to the
Reinsurer, Losses and Allocated Loss Adjustment Expenses (paid and outstanding)
and the Reinsurer’s share of salvage and other recoveries received by the
Company.  The net balance shall be
payable by the debtor party within ten (10) business days after the bordereau
is furnished to the Reinsurer.


 


The Company shall also furnish to the Reinsurer such other reports or
other information as may reasonably be required by the Reinsurer and reasonably
available to the Company.


 


ARTICLE 8


 


CLAIMS


 


Section 8.1.  Notice of Claim.  The Company agrees to provide Notice of any
claim under any Policy as soon as is reasonably possible.  Failure to provide such Notice shall not
relieve the Reinsurer of its obligations hereunder for any Loss or Allocated
Loss Adjustment Expenses resulting from such claim unless the Reinsurer has
suffered undue prejudice thereby.


 


Section 8.2.  Rights and Settlements.  The Reinsurer agrees to abide by the loss
settlements of the Company.  The Company
shall be the sole judge of:


 


A.                                   The interpretation
of all Policies;


 


B.                                     What shall
constitute a claim or Loss covered under a Policy or Allocated Loss Adjustment Expenses
in connection therewith;  and


 


C.                                     The Company’s
liability with respect to a Policy and the amount it shall be proper for the
Company to pay in respect thereto.


 


The Reinsurer shall be bound by the judgment of the Company concerning
the salvage and subrogation rights and remedies of the Company, and the Company
shall have


 


4

















 


complete and sole control of direction of all claims and salvage and
subrogation remedies.


 


Section 8.3.  Rights of Association and Cooperation.  The Reinsurer shall not be called upon to
assume charge of the settlement or defense of any claim made or suit brought or
proceeding instituted under a Policy, but the Reinsurer shall have the right
and shall be given the opportunity to associate at its own expense with any
party in the defense and control of any such claim, suit or proceeding if (i)
the claim, suit or proceeding involves, or appears reasonably likely to
involve, the Reinsurer, and (ii) the Company has the right under the Policy to
participate in the same.  In such event,
the Reinsurer and the Company shall cooperate in all aspects of the defense of
such claim, suit or proceeding.


 


ARTICLE 9


 


SALVAGE


 


All recoveries, salvages, reimbursements and reversals or reductions of
verdicts or judgments (net of the cost of obtaining such recovery, salvage,
reimbursement or reversal or reduction of a verdict or judgment), whether
recovered, received or obtained  prior
or subsequent to a loss settlement under this Agreement, shall be applied as if
recovered, received or obtained prior to such settlement, and all necessary
adjustments shall be made by the parties hereto.


 


ARTICLE 10


 


CASH LOSS


 


At the option and upon the demand of the Company, when the amount due
from the Reinsurer as a result of any one loss exceeds $5,000,000, the Company
shall be paid by wire transfer of same day federal funds by 12:00 p.m. Eastern
Standard Time on the later of either (a) three business days following the date
of receipt by the Reinsurer of a special loss accounting which shall be
prepared by the Company and shall contain relevant details in connection with
the loss and (b) one business day prior to the date such loss payment is made
by the Company.  If for any reason the
Company shall not make such loss payment on the scheduled date and no such loss
payment is anticipated to be made within seven days, the Company shall
immediately return to the Reinsurer the amount paid to the Company by the
Reinsurer.  If such loss payment is made
within seven days but in an amount less than the special remittance, the
Company shall immediately return to the Reinsurer the unused amount.


 


5

















 


ARTICLE 11


 


WARRANTY


 


The Company warrants that, as of the Effective Date, there are no known
or reported claims under any Policy retroceded under this Agreement that are in
excess of the Company’s Retention with respect to such Policy.


 


ARTICLE 12


 


GENERAL CONDITIONS


 


Section 12.1.  Insolvency.  In the event of the insolvency of the Company,
this reinsurance shall be payable directly to the Company, or its liquidator,
receiver, conservator or statutory successor, immediately upon demand on the
basis of the liability of the Company without diminution because of the
insolvency of the Company or because the liquidator, receiver, conservator or
statutory successor of the Company has failed to pay all or a portion of any
claim.  It is agreed, however, that
within a reasonable time the liquidator, receiver, conservator or statutory
successor of the Company shall give written notice to the Reinsurer of the
pendency of a claim against the Company indicating any Policy or Policies
reinsured within a reasonable time after such claim is filed in the insolvency
proceeding.  During the pendency of such
claim, the Reinsurer may investigate such claim and interpose, at its own
expense, in the proceeding where such claim is to be adjudicated, any defense
or defenses that they may deem available to the Company or its liquidator,
receiver, conservator or statutory successor. 
The expense thus incurred by the Company shall be chargeable, subject to
the approval of the court, against the Company as part of the expense of
conservation or liquidation to the extent of a pro rata share of the benefit
which may accrue to the Company solely as a result of the defense undertaken by
the Reinsurer.


 


Section 12.2.  Errors and Omissions.  Any inadvertent delay, omission or error
shall not be held to relieve either party hereto from any liability which would
attach to it hereunder if such delay, omission or error had not been made,
provided such delay, omission or error is rectified as soon as possible after
discovery.


 


Section 12.3.  Access to Records.  The Reinsurer or its duly authorized
representative shall have access to and the right to inspect the books and
records of the Company at all reasonable times for the purpose of obtaining and
copying information concerning this Agreement, the Policies or the subject
matter hereof.


 


Section 12.4.  Arbitration. If any irreconcilable dispute shall arise between
the Reinsurer and the Company with reference to the interpretation of this
Agreement (including, but not limited to, disputes concerning the formation or
validity of this Agreement), whether such dispute arises during or after the
Term, such dispute, upon the written request of


 


6

















 


either
party, shall be submitted to three arbitrators, one to be chosen by each party,
and the third by the two arbitrators so chosen. Where a party fails to appoint
an arbitrator within fourteen (14) days of being called upon to do so or where
the two party-appointed arbitrators fail to appoint a third within twenty eight
(28) days of their appointment, then upon application the President of the American
Arbitration Association  (or his
designee) will appoint an arbitrator to fill the vacancy.  At any time prior to the appointment by the
President of the American Arbitration Association (or his designee), the party
or arbitrators in default may make such appointment. All arbitrators shall be
active or retired disinterested officers of insurance or reinsurance companies
or underwriters at Lloyd’s of London not under the control of or otherwise
affiliated with either party.


 


Except
as may be otherwise provided herein, the arbitrators shall promulgate rules to
interpret this Agreement under the Commercial Rules of the American Arbitration
Association.


 


The
party requesting the arbitration shall submit its case to the arbitrators
within forty five (45) days of the appointment of the third arbitrator.  The party responding to the request for
arbitration shall submit its case to the arbitrators within forty five (45)
days of the receipt of the petitioner’s case. 
A hearing shall be held within thirty (30) days after receipt of the
parties’ cases in writing.  The arbiters
shall render their decision within thirty (30) days after completion of the
hearing.  The decision in writing of any
two arbiters, when filed with the parties, shall be final and binding on both
parties.  Judgment may be entered upon
the final decision of the arbitrators in any court having jurisdiction.  Each party shall bear the expense of its own
arbitrator and shall jointly and equally bear with the other party the expense
of the third arbitrator and the arbitration. 
Said arbitration shall take place in New York, New York, unless some
other place is mutually agreed upon by the parties.


 


The
procedures specified herein shall be the sole and exclusive procedures for the
resolution of irreconcilable disputes between the parties arising out of or
relating to this Agreement.


 


Section 12.5.  Currency.  The currency for the purposes of this Agreement shall be United
States dollars.


 


Section 12.6 Offset.  The parties hereto have the right to offset any
balance(s) due from one to the other under this Agreement.  The party asserting the right of offset may
exercise such right at any time whether the balance(s) due are on account of
premiums or losses or otherwise.  In the
event of the insolvency of a party hereto, offsets shall only be allowed in
accordance with the provisions of Section 7427 of the New York Insurance
Law and all other applicable law.


 


7

















 


Section 12.7.  Applicable Law.  This Agreement shall be interpreted in
accordance with the laws of the State of New York without giving effect to the
conflict of law rules thereof.


 


Section 12.8.  Taxes.  The Company shall pay any federal excise taxes on premium
reported to the Reinsurer hereunder. 
The Company may deduct any federal excise tax from the premium to be
paid to the Reinsurer.


 


Section 12.9.  Financial Statement Credit.  The Reinsurer, upon the request and at the
discretion of the Company, shall take all steps necessary to ensure that the
Company obtains full financial statement credit  according to statutory requirements in all applicable States of
the United States for the reinsurance provided by the Reinsurer hereunder and
shall provide evidence of the same. 
Notwithstanding the foregoing, the Reinsurer shall not be required to
provide credit for statutory premium reserves or for incurred but not reported
losses.


 


Section 12.10.  Notice.  As used in this Agreement, notice shall mean any and all notices,
requests, demands or other communications required or permitted to be given
hereunder, and all notices shall be sent by facsimile transmission or by an
overnight delivery service, addressed to the parties at the addresses set forth
below:


 


	
  If to Company, to:

  
	
   

  
	
   

  	
  ACE Capital Title Reinsurance Company

  
	
   

  	
  1325 Avenue of the Americas

  
	
   

  	
  New York, New York 10019

  
	
   

  	
  Fax:  212-581-3268

  
	
   

  	
  Attn:  Corporate Secretary

  
	
   

  	
   

  
	
  If to Reinsurer, to:

  
	
   

  
	
   

  	
  ACE Capital Re International Ltd.

  
	
   

  	
  Victoria Hall

  
	
   

  	
  11 Victoria Street

  
	
   

  	
  Hamilton HM 08

  
	
   

  	
  Bermuda

  
	
   

  	
  Fax:  441-296-3379

  
	
   

  	
  Attn:  Corporate Secretary

  



 


The Company and Reinsurer shall provide each other with wiring
instructions for monies to be transferred under this Agreement promptly after
execution of this Agreement and at the time of any change in such instructions.


 


8

















 


Section 12.11.  Amendments.  This Agreement may be amended only by a
writing executed by the Company and the Reinsurer upon not less than 30 days’
prior written notice by one party to the other.


 


Section 12.12.  Severability.  In the event any provision of this Agreement
is held invalid or unenforceable under applicable law, the Agreement shall be
deemed not to include such provision and all other provisions shall remain in
full force and effect.


 


Section 12.13.  Assignment.  This Agreement is not assignable by Reinsurer or the Company
without the consent of the other party hereto and such attempt at assignment
shall be void.


 


Section 12.14.  Headings.  All captions, headings or titles preceding any Section or
Article in this Agreement are solely for convenience of reference and are
not part of this Agreement and shall not affect its meaning, construction or
effect.


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and delivered as of the date first
written above.


 


 


	
  Reinsurer: ACE Capital Re International Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robbin W. Conner

  	
   

  	
   

  
	
  Title:

  	
  5/17/00

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Company: ACE Capital Title Reinsurance Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Laurence Donnelly

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
   

  



 


9






















ADDENDUM #1

TO THE

PER  POLICY EXCESS OF LOSS 

RETROCESSION AGREEMENT


 


This Addendum #1 is entered
into with respect to the Per Policy Excess of Loss Retrocession Agreement dated
the 1st day of January 2000 (the “Agreement”)
by and between ACE Capital Re International Ltd. (the “Reinsurer”), an insurance company
organized under the laws of the Islands of Bermuda, and ACE Capital Title
Reinsurance Company (the “Company”),
an insurance company organized under the laws of the State of New York.


 


For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and Reinsurer agree as follows:


 


The following Article is
hereby made a part of the Agreement:


 


ARTICLE 13


 


SERVICE of SUIT


 


1.   It is agreed that in the event of the failure of the Reinsurer to pay
any amount claimed to be due hereunder, the Reinsurer, at the request of the
Company, will submit to the jurisdiction of a court of competent jurisdiction
within the United States of America to compel Arbitration. Nothing in this
Article constitutes or should be understood to constitute a waiver of the
Reinsurer’s rights to commence an action in any court of competent jurisdiction
in the United States or to remove an action to a  United States District court. It is further agreed that
service of process in such suit may be made upon Lovells, Attention David
Alberts 900 Third Avenue 16th Floor, New York, New York, 10022.


 


2.   The above named are authorized and directed to  accept service of process on behalf of
the Reinsurer in any such suit and/or upon the request of the Company to give a
written undertaking to the Company that they will enter a general appearance on
behalf of the Reinsurer in the event such a suit shall be instituted.


 


3.   Further, pursuant to any statute of any state, territory or district of
the United States of America having jurisdiction over the Company which makes
provisions therefor, the Reinsurer hereby designates the Superintendent,
Commissioner or Director of Insurance, or other officer specified for that
purpose in the statute, or other officer specified for that purpose in the
statute, or his/her successor or successors in office, as its true and lawful
attorney upon whom may be served any lawful process in any action, suit or
proceeding to compel Arbitration instituted by or on behalf of the Company or
any beneficiary hereunder arising out of this Agreement, and hereby designates
the above named as the firm or person to whom the said officer is authorized to
mail such process or a true copy thereof.


 


This Addendum is effective as of the
Effective Date of the Agreement.


 


1

















 


Except as provided herein, all other terms
and conditions of the Agreement remain unchanged.


 


IN WITNESS WHEREOF, the parties have caused
this Addendum #1 to be executed by their duly authorized officers:


 


On Behalf
Of:


 


	
  Company: ACE CAPITAL TITLE
  REINSURANCE COMPANY.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Suresh Krishnan

  	
   

  	
  March 15, 2001

  	
   

  
	
  Name:

  	
  SURESH KRISHNAN

  	
   

  
	
  Title:

  	
  VICE PRESIDENT & ASSISTANT GENERAL COUNSEL

  	
   

  
	
   

  
	
   

  
	
  On
  Behalf Of:

  
	
   

  
	
  Reinsurer: ACE CAPITAL RE
  INTERNATIONAL LTD.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Robbin W. Conner

  	
   

  
	
  Name:

  	
  Robbin Conner

  	
   

  
	
  Title:

  	
  Chief Operating Officer

  	
   

  



 


2

















 


ADDENDUM #2

TO THE

PER POLICY EXCESS OF LOSS 

RETROCESSION AGREEMENT


 


This Addendum #2 (this
“Addendum”) to the Agreement (as defined below) is entered into as of April 15,
2002, by and between ACE Capital Re International Ltd. (the “Reinsurer”), an
insurance company organized under the laws of the Islands of Bermuda, and ACE
Capital Title Reinsurance Company (the “Company”), an insurance company
organized under the laws of the State of New York.


 


WHEREAS, the Company and the
Reinsurer have  entered into a Per
Policy Excess of Loss Retrocession Agreement dated as of January 1, 2000, which
agreement was amended pursuant to an Addendum #1 dated as of January 1, 2000
(as amended, the “Agreement”); and


 


WHEREAS,
the Company and the Reinsurer desire to further amend the Agreement in
accordance with the terms hereof;


 


NOW
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Reinsurer agree as follows:


 


1.             Article 2 is deleted in its entirety and the
following is  substituted in lieu
thereof:


 


ARTICLE 2


 


TERM


 


This Agreement shall be
effective from and after 12:01 a.m., Eastern Standard Time, on January 1, 2000
(the “Effective Date”) and shall continue in effect until all of the Company’s
exposure under Policies with Policy Limits in excess of the
Company’s Retention has expired (the “Term”); provided, however, that either
party may terminate this Agreement on a run-off basis at the end of any
calendar quarter upon not less than 90 days’ prior written notice to the other
party. No new Policies may be ceded to the Reinsurer after the effective date
of termination, but the Reinsurer shall remain liable for Policies ceded to the
Reinsurer prior to the effective date of termination in accordance with the
terms and conditions of this Agreement.


 


2.             The first sentence of Section 8.1 of Article
8 is deleted in its entirety and the following is substituted in lieu thereof:


 


Section 8.1. Notice of Claim. The
Company agrees to provide Notice of any claim under any Policy within 3
business days of receipt thereof.


 


1

















 


Except as provided herein, all other terms
and conditions of the Agreement remain unchanged.


 


IN WITNESS WHEREOF, the
parties have executed this Addendum by their respective duly authorized
officers as of the date first above written.


 


	
   

  	
  ACE CAPITAL TITLE
  REINSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norie R. Bregman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  NORIE
  R. BREGMAN

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  General Counsel & Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACE CAPITAL RE
  INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robbin W. Conner

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robbin Conner

  
	
   

  	
   

  	
  Title:

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  	
  ACE Capital Re
  International Ltd.

  
						



 


2

















 


ANNEX B


 


RUN-OFF TERMINATION AGREEMENT


 


This Run-Off Termination
Agreement, dated as of April 28, 2004 (this “Agreement”), is made by and
between Assured Guaranty Re International Ltd., formerly known as ACE Capital
Re International Ltd. (“AGRI”), and ACE Capital Title Reinsurance
Company (“ACTRC”). Capitalized terms used herein but not defined shall
have the meanings ascribed thereto in the Retrocession Agreement (as
hereinafter defined).


 


RECITALS


 


WHEREAS, AGRI and ACTRC have
entered into that certain Per Policy Excess of Loss Retrocession Agreement,
dated as of January 1, 2000 (the “Retrocession Agreement”);


 


WHEREAS, pursuant to the
terms hereof, AGRI and ACTRC desire to terminate the Retrocession Agreement on
a run-off basis;


 


NOW, THEREFORE, in
consideration of the mutual agreements set forth herein, the parties hereto
agree as follows:


 


Section 1.               Termination. Notwithstanding anything to the contrary in the Retrocession
Agreement, AGRI and ACTRC hereby acknowledge and agree that the Retrocession
Agreement is hereby terminated in respect of all Policies having effective
dates on or after January 1, 2005 and shall be of no further force and effect
with respect to such Policies.  For the
avoidance of doubt, AGRI and ACTRC hereby acknowledge and agree that the
Retrocession Agreement shall continue in full force and effect in respect of
all Policies having effective dates on or prior to December 31, 2004.


 


Section 2.               Further Assurances. Each party hereto shall, at any time and
from time to time after the first date written above, upon request of any other
party hereto, do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, all such further acts, instruments,
assignments and assurances as may be reasonably required in order to carry out
the intent of this Agreement.


 


Section 3.               Entire Agreement. This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the matters
herein and supersedes any other agreement, whether written or oral, with
respect to the subject matter of this Agreement.


 


Section 4.               Counterparts. This Agreement may be executed in any
number of counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.


 


Section 5.               Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York (without regard
to the conflicts of law rules thereof).


 


[The next page is the signature page.]


 

















 


IN WITNESS
WHEREOF, the parties
hereto have caused this Agreement to be executed and delivered by their duly
authorized officers as of the date hereof.


 


 


	
  ACE
  CAPITAL TITLE REINSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  ASSURED
  GUARANTY RE INTERNATIONAL LTD.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 






















ANNEX C


 


QUOTA SHARE RETROCESSION AGREEMENT


 


This Quota Share Retrocession Agreement (this “Agreement”),
dated as of April 28, 2004, is made and entered into by and between
ASSURED GUARANTY RE INTERNATIONAL LTD., formerly known as ACE CAPITAL RE
INTERNATIONAL LTD. (“AGRI”), and ACE BERMUDA INSURANCE LTD. (“ACE
Bermuda”).


 


WHEREAS, AGRI and ACE Bermuda have entered into that certain Per Policy
Excess of Loss Second Retrocession Agreement, effective as of January 1,
2000 (the “Second Excess of Loss Retrocession Agreement”), pursuant to
which AGRI has retroceded to ACE Bermuda, on an excess of loss basis,
reinsurance assumed by AGRI from ACE Capital Title Reinsurance Company (“ACTRC”)
pursuant to that certain Per Policy Excess of Loss Retrocession Agreement, dated
as of January 1, 2000, between ACTRC and AGRI (the “First Excess of
Loss Retrocession Agreement”); and


 


WHEREAS, AGRI and ACE Bermuda desire to amend and restate the Second
Excess of Loss Retrocession Agreement as set forth herein.


 


NOW THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt of which
is hereby acknowledged, AGRI and ACE Bermuda agree as follows:


 


Section 1.  Amendment and Restatement.  Effective as of April 1, 2004 (the “Effective
Date”), the Second Excess of Loss Retrocession Agreement is amended and
restated in its entirety, and replaced and superceded by this Agreement.


 


Section 2.  Cover.  Effective as of the Effective Date, AGRI retrocedes to ACE
Bermuda, and ACE Bermuda assumes from AGRI and agrees to indemnify AGRI for,
100% of the liability of AGRI under the First Excess of Loss Retrocession
Agreement.


 


Section 3.  Premium.  Within three days of the date of this Agreement, AGRI will pay to
ACE Bermuda an amount equal to $1,290,588. 
In addition, AGRI will pay to ACE Bermuda 100% of all premiums received
by AGRI under the First Excess of Loss Retrocession Agreement after the
Effective Date net of any federal excise taxes.


 


Section 4.  Rights of Claims Association.  When so requested, AGRI will afford ACE
Bermuda an opportunity to be associated in the defense or control of any claim,
suit or proceeding involving this Agreement, and AGRI and ACE Bermuda shall
cooperate in every respect in the defense of such suit, claim or proceeding.


 


Section 5.  Reports.  Within 45 days of the end of each quarter during the Term (as
defined in the First Excess of Loss Retrocession Agreement), AGRI shall provide
ACE Bermuda a bordereau showing for such calendar quarter:


 

















 


(i)                                     all Policies (as
defined in the First Excess of Loss Retrocession Agreement) ceded hereunder
during such calendar quarter and Policies ceded hereunder to date;


(ii)                                  losses and allocated
loss adjustment expenses with respect to the Policies ceded hereunder;


(iii)                               ACE Bermuda’s share of
losses and allocated loss adjustment expenses paid and losses and allocated
loss adjustment expenses outstanding;


(iv)                              ACE Bermuda’s share of
subrogation, salvage and other recoveries received by AGRI with respect to
losses and allocated loss adjustment expenses on Policies ceded hereunder; and


(v)                                 the net premium for
each Policy ceded hereunder during such calendar quarter and the reinsurance
premium payable to ACE Bermuda for such calendar quarter.


 


Section 6.  Follow the Fortunes.  This Agreement is based on the original
terms of the First Excess of Loss Retrocession Agreement so that ACE Bermuda’s
rights and obligations vis-à-vis AGRI with respect to the reinsurance provided
under this Agreement shall, subject to the terms of this Agreement, follow the
fortunes of AGRI in all respects under the Policy.


 


Section 7.  No Third Party Rights.  Nothing herein shall be construed to expand
the liability of ACE Bermuda beyond what is specifically assumed under this
Agreement by creating in any third party any rights hereunder.


 


Section 8.  Access to Records.  Upon reasonable notice, ACE Bermuda or its
duly authorized representative shall have access to and the right to inspect
the books and records of AGRI that pertain to this Agreement or the First
Excess of Loss Retrocession Agreement.


 


Section 9.  Offset.  ACE Bermuda or AGRI may offset any balance(s) due from one party
to the other under this Agreement or any other agreement exclusively between
the parties hereto.  The party asserting
the right of offset may exercise such right at any time whether the balance(s)
due are on account of premiums or losses or otherwise.  In the event of the insolvency of a party
hereto, offsets shall only be allowed in accordance with applicable law.


 


Section 10.  Errors and Omissions.  Any inadvertent delay, omission or error
shall not be held to relieve either party hereto from any liability which would
attach to it hereunder if such delay, omission or error had not been made,
provided such delay, omission or error is rectified as soon as possible after
discovery.


 


Section 11.  Governing Law.  This Agreement shall be governed by and is
to be construed in accordance with the laws of the State of New York without
giving effect to conflict of law rules thereof.


 


2

















 


Section 12.  Arbitration.  Any dispute, controversy, or claim arising
out of or relating to this Agreement, or the breach, termination or invalidity
thereof, shall be finally settled by arbitration in Bermuda under the
provisions of the Bermuda Arbitration Act of 1986, as amended.


 


Either
party to the dispute, once a claim or demand on its part has been denied or
remains unsatisfied for a period of twenty (20) calendar days by the other
party, may notify the other party of its desire to arbitrate the matter in
dispute and at the time of such notification the party desiring arbitration
shall notify the other party of the name of the Arbitrator nominated by
it.  The other party who has been so
notified shall within fourteen (14) calendar days thereafter nominate another
Arbitrator and notify the party desiring arbitration of the name of such second
Arbitrator.  The two Arbitrators
nominated by the parties shall within fourteen (14) calendar days after the
appointment of the second Arbitrator choose a third Arbitrator.


 


The Arbitrators shall fix, on giving a reasonable notice in writing to
the parties involved, a time and place for the hearing in Bermuda and may
prescribe procedural rules governing the course and conduct of the arbitration
proceeding, including without limitation discovery by the parties.


 


The Arbitrators shall, within ninety (90) calendar days following the
conclusion of the hearing, render their decision on the matter or matters in
dispute in writing and shall cause a copy thereof to be served on all parties
thereto.  In case the Arbitrators fail
to reach a unanimous decision, the decision of the majority of the Arbitrators
shall be deemed to be the decision of the Arbitrators.


 


Each party shall bear the expense of its own Arbitrator.  The remaining joint costs of the arbitration
shall be borne equally by the parties to such arbitration.


 


The
decision of the Arbitrators shall be final and binding upon the parties and the
parties hereby agree to exclude any right of appeal under Section 29 of
the Arbitration Act of 1986 against any award rendered by the Arbitrators and
further agree to exclude any application under Section 30 (1) of the
Arbitration Act of 1986 for a determination of any question of law by the
Supreme Court of Bermuda


 


All awards of the Board of Arbitration may be enforced in the same
manner as a judgment or order from the Supreme Court of Bermuda and judgment
may be entered pursuant to the terms of the award by leave from the Supreme
Court of Bermuda.


 


This
Section shall survive the termination of this Agreement.


 


Section 13.  Notice.  As used in this Agreement, notice shall mean any and all notices,
requests, demands or other communications required or permitted to be given hereunder.  All notices shall be in writing and shall be
(i) delivered personally, (ii) sent by an overnight delivery service, or (iii)
sent by confirmed facsimile transmission, addressed to the parties


 


3

















 


at the addresses set forth below. 
Any such notice shall be deemed given (i) in the case of personal
delivery, when so delivered personally, (ii) if sent by overnight delivery
service, one day after delivery of such notice to such service, and (iii) if
sent by confirmed facsimile transmission, at the time of transmission.


 


If to AGRI:


 


Assured Guaranty Re International Ltd.


30 Woodbourne Ave.


Fifth floor


Hamilton, Bermuda HM 08


Facsimile:  441-296-4004


Attention: Corporate Secretary


 


If to ACE Bermuda:


 


ACE Bermuda Insurance Ltd.


ACE Global Headquarters


17 Woodbourne Avenue


Hamilton, Bermuda HM 08


Facsimile:  441-295-5221


Attention:  General Counsel


 


AGRI and ACE Bermuda shall provide each other with wiring instructions
for monies to be transferred under this Agreement promptly after execution of
this Agreement and at the time of any change in such instructions.


 


Section 14.  Assignment.  This Agreement may not be assigned by either party without the
prior written consent of the other party.


 


Section 15.  Amendments.  This Agreement may not be modified or amended except by mutual
written consent of the parties.


 


Section 16.  Changes to First Excess of Loss
Retrocession Agreement.  AGRI shall
not amend, modify, supplement or assign the First Excess of Loss Retrocession
Agreement without the prior written consent of ACE Bermuda (such consent not to
be unreasonably withheld).


 


Section 17.  Waivers.  The terms of this Agreement may be waived only with the written
consent of the party waiving compliance. No failure or delay in exercising any
right, power or privilege hereunder will operate as a waiver thereof, nor will
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.


 


4

















 


Section 18.  Entire Agreement; Rights and Remedies.  This Agreement constitutes the entire
agreement between the parties relating to the subject matter hereof and
supersedes all prior written and oral statements with respect hereto.  The rights and remedies provided herein are
cumulative and are not exclusive or any rights or remedies that any party may
have at law or in equity.


 


Section 19.  Counterparts.  This Agreement may be executed in any number
or counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


Section 20.  Severability.  If
any term, provision, covenant or condition of this Agreement, or the
application thereof to any party or circumstances, shall be held to be invalid
or unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants and conditions shall continue in full force and effect as
if this Agreement had been executed with the invalid or unenforceable portion
eliminated, but only if (a) this Agreement as so modified continues to express,
without material change, the original intentions of the parties as to the
subject matter of this Agreement and (b) the deletion of such portion of this
Agreement does not substantially impair the respective benefits or expectations
for the parties to this Agreement.


 


Section 21.  Further
Assurances.  Each party hereto shall, at its own cost and
expense, execute and do all such deeds, documents, acts and things as the other
party may from time to time reasonably request as may be necessary to give full
effect to this Agreement.


 


[The next
page is the signature page.]


 


5

















 


IN WITNESS WHEREOF, this Agreement has been signed by a duly authorized
officer of each of the parties as of the date hereof.


 


	
  ASSURED GUARANTY RE INTERNATIONAL LTD.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  
	
   

  
	
  ACE BERMUDA INSURANCE LTD.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title: