include any successor to such section;
(xii) any reference to "days" means calendar days unless Business Days are
expressly specified; and (xiii) references to any contract (including this
Agreement) or organizational document are to the contract or organizational
document as amended, modified, supplemented or replaced from time to time,
unless otherwise stated.
26
[Signature page follows]
27
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
by their duly authorized officers effective as of the date first set forth
above.
QBE INSURANCE CORPORATION INTEGON NATIONAL INSURANCE COMPANY By:
By:
Name:
Name:
Title:
Title:
PRAETORIAN INSURANCE COMPANY By:
Name:
Title:
QBE SPECIALTY INSURANCE COMPANY By:
Name:
Title:
EQUATOR REINSURANCES LIMITED By:
Name:
Title:
[Signature Page to Reinsurance Administrative Services Agreement]
EXHIBIT B-1
FORM OF EXTERNAL LPT REINSURANCE AGREEMENT
See attached.
B-1
EXHIBIT B-1
FORM OF EXTERNAL LPT REINSURANCE AGREEMENT
LOSS PORTFOLIO TRANSFER
REINSURANCE AGREEMENT
BY AND AMONG
EQUATOR REINSURANCES LIMITED
AND
INTEGON NATIONAL INSURANCE COMPANY
DATED AS OF [], 2015
TABLE OF CONTENTS
Article I DEFINITIONS
2
Article II COVERED BUSINESS AND EFFECTIVE TIME
6
Article III TERRITORY
6
Article IV REINSURING CLAUSE
6
Article V CONSIDERATION
7
Article VI ADMINISTRATION OF THE REINSURED LIABILITIES
10
Article VII EXCLUSIONS
11
Article VIII SEVERABILITY
11
Article IX ERRORS AND OMISSIONS; COOPERATION
11
Article X EXISTING REINSURANCE CONTRACTS AND POLICIES
12
Article XI INSOLVENCY
13
Article XII TRUST ACCOUNT
14
Article XIII LOSS SETTLEMENTS
16
Article XIV RESERVES
16
Article XV CURRENCY
16
Article XVI OFFSET
17
Article XVII SALVAGE AND SUBROGATION
17
Article XVIII TERMINATION
17
Article XIX INDEMNIFICATION
18
Article XX NO OTHER REPRESENTATIONS OR WARRANTIES
18
Article XXI MISCELLANEOUS
19
i
Schedule A - Reinsurance Arrangements
Schedule B - Quarterly Financial Report
Schedule C - Annual Reports
ii
LOSS PORTFOLIO TRANSFER REINSURANCE AGREEMENT
THIS LOSS PORTFOLIO TRANSFER REINSURANCE AGREEMENT (this "Agreement"), is made
and entered into as of [], 2015 (the "Closing Date") by and between EQUATOR
REINSURANCES LIMITED, a Bermuda-domiciled insurance company (the "Ceding
Company"), and INTEGON NATIONAL INSURANCE COMPANY, a North Carolina-domiciled
property and casualty insurance company (the "Reinsurer"). The Ceding Company
and the Reinsurer are each a "Party" and are collectively, the "Parties."
WHEREAS, QBE Financial Institution Risk Services, Inc. (the "Seller"), an
Affiliate (as defined in the Master Transaction Agreement (as defined herein))
of the Ceding Company, along with its Affiliate QBE Investments (North America),
Inc., and National General Holdings Corp. (the "Acquiror"), an Affiliate of the
Reinsurer, have entered into that certain Master Transaction Agreement, dated as
of July 15, 2015 (the "Master Transaction Agreement"), pursuant to which the
Seller has agreed to sell, and the Acquiror has agreed to purchase, the Business
(as defined herein);
WHEREAS, as a condition to the Closing (as defined in the Master Transaction
Agreement), certain insurance company Affiliates of the Ceding Company shall
have ceded to the Ceding Company, and the Ceding Company shall have reinsured
all Reinsured Liabilities (as defined herein) in accordance with the terms and