EXHIBIT 10.19



 




Exhibit 10.19




Letters of Credit Master Agreement between Citibank N.A. and
IPCRe Limited




Insurance Letters of Credit — Master Agreement




	 	 	 	 	 	 	 	 	 
	
    
    To:

    	 	Citibank, N.A,	 	 	Form 3	 
	 	 	336 Strand	 	 	 	 
	 	 	London, WC2R 1HB	 	 	 	 





Dear Sirs,




Insurance Letters of Credit — Master Agreement




Insurance/ Reinsurance Companies or Brokers



     
The purpose of this letter is to record our agreement (the
“Agreement”) to the following method of establishing
letters of credit or similar or equivalent instruments
acceptable to you (each a “Credit” and collectively
“the Credits”) on our behalf in favour of
beneficiaries located in the United States of America or
elsewhere. In connection with this Agreement, we have also
separately agreed with you the contractual or security
arrangements that will apply in respect of our obligations under
or pursuant to this Agreement.



     
1. It is agreed between us in relation to each Credit that:-






		
	 	     
    (a) you will, upon receipt of an application form for the
    establishment of a letter of credit in such form as you may be
    willing to accept for this purpose and which may, without
    limitation, be received by you via any electronic system(s) or
    transmission arrangement(s) acceptable to you (referred to in
    this Agreement in relation to any Credit as an “application
    form” ) completed by us or on our behalf in accordance with
    the terms of our banking mandate(s) or other authorities lodged
    with you or arrangement(s) made with you from time to time and
    indicating therein the name of the beneficiary and the amount
    and term of the Credit required, establish on our behalf an
    irrevocable clean sight Credit (or such other form of Credit as
    may be required by the application form relating thereto)
    available, in whole or in part, by the beneficiary’s sight
    draft on Citibank N.A. or otherwise as may be required by the
    terms of the Credit; provided, however, that the opening of any
    Credit hereunder shall, in every instance, be at your option and
    nothing herein shall be construed as obliging you to open any
    Credit;
	 
	 	     
    (b) we undertake to reimburse you, on demand, the amount of
    any and all drawings under the Credit;
	 
	 	     
    (c) we undertake to indemnify you, on demand, for and
    against all actions, proceedings, losses, damages, charges,
    costs, expenses, claims and demands which you may incur, pay or
    sustain by reason of or arising in any way whatsoever (apart
    from your own gross negligence or wilful misconduct) in
    connection with each Credit and/or this Agreement;
	 
	 	     
    (d) we undertake to pay to you, on demand, such fees and/or
    commissions of such amount(s) and/or at such rate(s) as shall
    have been or as may be advised by you to us as payable in
    connection with each Credit;
	 
	 	     
    (e) we hereby irrevocably authorise you to make any
    payments and comply with any demands which may be claimed from
    or made upon you in connection with each Credit without any
    reference to or further authority from us and we hereby agree
    that it shall not be incumbent upon you to enquire or to take
    notice whether or not any such payments or demands claimed from
    or made upon you in connection with each Credit are properly
    made or to enquire or to take notice whether or not any dispute
    exists between ourselves and the beneficiary thereof and we
    further agree that any payment which you shall make in
    accordance with the terms and conditions of each Credit shall be
    binding upon us and shall be accepted by us as conclusive
    evidence that you were liable to make such payment or comply
    with such demand; and











 






		
	 	     
    (f) we represent and warrant to you and undertake that:-






		
	 	     
    (i) we have and will at all times have the necessary power
    to enable us to enter into and perform the obligations expressed
    to be assumed by us under this Agreement;
	 
	 	     
    (ii) this Agreement constitutes our legal, valid, binding
    and enforceable obligation effective in accordance with its
    terms; and
	 
	 	     
    (iii) all necessary authorisations to enable or entitle us
    to enter into this Agreement have been obtained and are in full
    force and effect and will remain in such force and effect at all
    times during the subsistence of this Agreement.



     
2. Where an application form has been completed by or on
behalf of any other applicant(s) with whom you have entered into
an agreement similar or equivalent in effect to this Agreement,
and a separate application form has been completed by us or on
our behalf which corresponds, in your opinion, with such other
application form (or any other combination of circumstances
exist which, in your opinion, are reasonably equivalent to the
foregoing) then you shall be at liberty to open a single Credit
on behalf of ourselves and such other applicant(s) jointly and
in that event the following provisions shall apply:-






		
	 	     
    (a) our obligations pursuant to paragraph 1(b) above
    shall be in respect of our due proportion of each drawing under
    any such Credit;
	 
	 	     
    (b) in establishing our due proportion of each drawing
    under any such Credit you are hereby irrevocably authorised to
    make apportionment’s between ourselves and such other
    applicant(s) (i) on a pro rata basis by reference to the
    amounts set forth in the application forms originally completed
    by us and them in respect of such Credit (and after taking into
    account any subsequent increases or decreases in such Credit
    effected by you for our or their respective accounts) or, if you
    should so choose (ii) in reliance on the instructions and
    advice of and information provided by the relevant Insurance
    Broker; and
	 
	 	     
    (c) for the purposes of paragraph 1(c) above, you may
    make any required apportionments in such manner as you, in your
    sole discretion, consider to be fair and reasonable.



     
3. You may refer any query or problem arising in connection
with this Agreement or any transaction hereby contemplated to
the relevant Insurance Broker or respond to any question
relating to the status of any Credit made by the relevant
Insurance Broker (and, in such response, if you consider that it
is material to make reference to the subject matter of any other
agreement(s) now or hereafter entered into between us in
connection with this Agreement, you may disclose such
information relating thereto as you in your sole discretion
consider to be appropriate). For the purpose of this Agreement,
references to the relevant Insurance Broker shall be construed
so as to mean the insurance broker or other intermediary
(a) through whom you originally received the application
form relating to the Credit in question (or the person(s) who
purport to have succeeded to the business thereof) or
(b) which, in your opinion, acts in connection with such
Credit.



     
4. (a) Any Credit established hereunder may, if
requested by us on the application form relating thereto and
subject to your consent, bear a clause to the effect that it
will automatically be extended for successive periods of one
year (or such other period as may be stated in the relevant
application form) unless the beneficiary has received from the
bank or institution issuing the Credit (“the Issuing
Bank”) by registered mail (or other appropriate receipted
delivery) notification of intention not to renew such Credit at
least 30 days (or such other period as may be stated in the
relevant application form) (“the notice period”) prior
to the end of the original term or, as the case may be, of a
period of extension. The Issuing Bank shall be under no
obligation to us to send the beneficiary such notification (and
without such notification to the beneficiary the Credit will be
automatically extended as provided above) unless you shall have
received at your branch at 336 Strand, London, WC2R 1HB (or such
other branch in England as may be advised to us by you for such
purpose) by registered mail or other means acceptable to you
notification from us (or from any one or more of the other
parties (if any) for whose account(s) such Credit may also have
been established as contemplated by paragraph 2 above) of
our or its election not to renew such Credit at least
30 days prior to the commencement of the notice period
relating to the original term or, as the case may be, a period
of extension; provided however that you will, as soon as is
reasonably possible, give us advice of the receipt by you of any



2







 




such notice from any other such parties. We understand that
receipt by you of any such notice may result in the whole of
such Credit being cancelled (and not just the portion
attributable to us in the case of a joint credit as referred to
in paragraph 2 above) and, save as is provided above, you
reserve the right, at your sole option and discretion, to give
or procure the giving at any time to the beneficiary of
notification of intention not to renew any Credit and that if
you exercise such said right you will give us notice in writing
thereof as soon as is reasonably possible.



     
(b) If, in either of the circumstances referred to in
sub-paragraph (a) above, the Issuing Bank has given
notification not to renew such Credit, then you may (but shall
not be obliged to) without further authority from us (or from
any of the other persons as aforesaid) arrange for the
beneficiary to accept (1) a substitute Credit (“the
Substitute Credit”) from the Issuing Bank on terms
identical to such Credit except that (i) the amount of the
Substitute Credit will be equal to the then undrawn face value
of such Credit less the portion thereof (determined by you ) to
be attributable to the person (s) (“the excluded
Person(s)”) who gave a notice of non-renewal to you or, as
the case may be, for whom you do not wish to arrange the
issuance of the Substitute Credit and (ii) the original
term of the Substitute Credit will, subject to renewal as
mentioned in sub-paragraph (a) above, be up to one
year in duration (or such longer duration as may be required by
any regulatory or other authority having jurisdiction as to the
acceptability of the Substitute Credit) OR (2) such other
arrangement, compromise, release or waiver as, in your sole
opinion, will result in the same effect being achieved as in
(1) above. You will, as soon as reasonably possible, advise
us (unless we are the or one of the Excluded Person(s)) of the
matter(s) effected by you pursuant to the foregoing provisions.



     
5. You may, at your sole option, arrange for the issuance
of any Credit as being subject to the Uniform Customs and
Practice for Documentary Credits (1983 Revision) ICC Publication
No. 400 or any earlier or more recent revision thereof from
time to time; provided however that you may agree such
modifications thereof as may be required by any regulatory or
other authority having jurisdiction as to the acceptability of
the Credit in question.



     
6. Unless otherwise agreed between us in writing, the
previous agreement(s) entered into between us governing Credits
(other than those at any time governed by a “Master
Agreement — London Market Letter of Credit
Scheme”) established by Citibank, N.A. on our behalf in
favour of United States or other beneficiaries shall, excepting
details of the beneficiary, amount and tenor, on acceptance by
you of this letter duly executed by us, cease to apply to all
such Credits established by Citibank, N.A. prior to the date of
our signature of this Agreement and all such Credits shall, from
the date of such acceptance be governed by this Agreement.



     
7. We understand that Citibank, N.A. may carry out any of
its obligations under this Agreement through any offices or
branches of Citibank, N.A. wheresoever situated and may wish to
exercise any of its rights under this Agreement through offices
or branches of Citibank, N.A. wheresoever situated.



     
8. We further understand that Citibank, N.A. also reserves
the right to issue any Credit through any third party
correspondent of its choice and, in such circumstances,
Citibank, N.A. will be required to guarantee reimbursement to
such correspondent of any payments which such correspondent may
make under the Credit in question and such guarantee (howsoever
described) shall also be treated mutatis mutandis as a Credit
for the purpose of this Agreement.



     
9. The provisions of the foregoing paragraphs shall be
equally applicable to any increase, extension, renewal, partial
renewal, modification or amendment of or substitute instrument
for any Credit to which they apply. If for any reason any amount
paid under any Credit is repaid, in whole or in part, by the
beneficiary thereof, you may, in your sole discretion, treat (or
procure the treatment of) such repayment as a reinstatement of
an amount (equal to such repayment) under such Credit. The value
date applied by you to any such reinstatement shall not be
earlier than the date of such repayment and you shall not be
liable for any loss of any nature which we may suffer or incur
and which may arise from any inadvertent or erroneous drawing.



     
10. Any notice or demand required to be served on us by you
hereunder may be served (a) on any of our officers
personally and left at our registered office or at any one of
our principal places of business or (b) by



3







 




posting the same by letter addressed in any such manner as
aforesaid to such registered office or any such principal place
of business or (c) by telex or facsimile addressed in any
such manner as aforesaid to any then published telex or
facsimile number of ourselves. Any notice or demand:-






		
	 	     
    (i) sent by post in accordance with this paragraph to any
    address in the United Kingdom shall be deemed to have been
    served on us at 10am. (London time) on the business day next
    following the date of posting or, in the case of an address
    outside the United Kingdom, shall be deemed to have been served
    on us at 10am. (London time) on the third business day next
    following and exclusive of the date of posting; or
	 
	 	     
    (ii) sent by telex or facsimile in accordance with this
    paragraph shall be deemed to have been served on us when
    despatched.



     
In proving such service by post it shall be sufficient to show
that the letter containing the notice or demand was properly
addressed and posted and such proof of service shall be
effective notwithstanding that the letter was in fact not
delivered or was returned undelivered.



     
11. You shall have a full and unfettered right to
(a) assign the whole or any part of the benefit of or
(b) (subject to Clause 13 below) novate your rights
and obligations under this Agreement. The words “you”
and “your” wherever used herein shall be deemed to
include your assignees and novatees and other successors,
whether immediate or derivative, who shall be entitled to
enforce and proceed upon this Agreement in the same manner as if
named herein. You shall be entitled to impart any information
concerning us to any such assignee, novatee or other successor
or any participant or proposed assignee, novatee, successor or
participant.



     
12 This Agreement shall be governed by English law and for your
benefit we hereby irrevocably submit to the jurisdiction of the
English Courts. The terms of this Agreement may not be waived,
modified or amended unless such waiver, modification or
amendment is in writing and signed by you nor may we assign any
of our rights here under without your prior written consent.




Yours faithfully




For and on behalf of




* International Property Catastrophe Reinsurance Company
Ltd.




(* Full name of Company/ Firm)




/s/ Donna Mae Clarke /s/ John P. Dowling




(Signature(s))




Dated
14th April
1994






		
	 	
    Accepted for and on behalf
	 	
    of Citibank, N.A.






			
	 	By: 	
     



		
	 	
     







		
	Dated: 	
     




4