Exhibit 10.1
Certain confidential material contained in this document has been omitted
pursuant to a request for confidential treatment and has been filed separately
with the Securities and Exchange Commission. Each omission has been marked with
"[Redacted]."
AGGREGATE EXCESS OF LOSS REINSURANCE AGREEMENT
by and between
AIG ASSURANCE COMPANY
AIG PROPERTY CASUALTY COMPANY
AIG SPECIALTY INSURANCE COMPANY
AIU INSURANCE COMPANY
AMERICAN HOME ASSURANCE COMPANY
COMMERCE AND INDUSTRY INSURANCE COMPANY
GRANITE STATE INSURANCE COMPANY
ILLINOIS NATIONAL INSURANCE CO.
LEXINGTON INSURANCE COMPANY
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
NEW HAMPSHIRE INSURANCE COMPANY
THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA
(the "Reinsured")
and
NATIONAL INDEMNITY COMPANY
(the "Reinsurer")
Dated as of January 20, 2017
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
1.1
DEFINITIONS.
1
ARTICLE II
REINSURANCE CEDED
2.1
REINSURANCE COVERAGE.
13
2.2
COMMENCEMENT OF THE REINSURER'S LIABILITY; FOLLOW FORTUNES AND SETTLEMENTS.
14
2.3
ULTIMATE NET LOSS.
14
2.4
NET RETENTION.
15
2.5
EXCLUSIONS.
15
2.6
SANCTIONS EXCLUSION.
16
2.7
TRANSFER RIGHTS.
16
ARTICLE III
REINSURANCE CONSIDERATION & CLOSING CONDITIONS
3.1
CONSIDERATION; INTEREST.
17
3.2
FINAL PAYMENT DATE.
17
3.3
CLOSING.
17
3.4
ADDITIONAL DELIVERIES ON OR PRIOR TO CLOSING.
18
3.5
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE REINSURER TO CLOSE.
18
3.6
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE REINSURED TO CLOSE.
18
3.7
PRE-CLOSING TERMINATION.
19
3.8
EFFECT OF TERMINATION.
19
ARTICLE IV
REPORTING AND SETTLEMENT
4.1
QUARTERLY REPORTING.
19
4.2
QUARTERLY SETTLEMENT.
20
4.3
SETTLEMENT PAYMENTS.
20
4.4
OFFSET AND RECOUPMENT RIGHTS.
20
4.5
AIG CLAIM-IN-CONSULTATION.
20
ARTICLE V
CLAIM AUTHORITY
5.1
CLAIM AUTHORITY.
20
5.2
CLAIMS PRACTICES.
21
5.3
GENERAL RIGHT OF ASSOCIATION.
21
5.4
REINSURER CONSULTATION RIGHTS.
22
5.5
OTHER DISPUTES.
23
ARTICLE VI
RESERVING REQUIREMENTS
6.1
RESERVES.
23
6.2
RESERVE INFORMATION.
23
i
ARTICLE VII
DURATION AND TERMINATION
7.1
DURATION AND TERMINATION.
23
7.2
EFFECT OF TERMINATION.
24
7.3
SPECIAL TERMINATION OR SETTLEMENT.
24
ARTICLE VIII
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE REINSURED
8.1
WARRANTIES.
27
8.2
DISCLOSED INFORMATION.
28
8.3
NO OTHER REPRESENTATIONS OR WARRANTIES BY THE REINSUREDS.
28
8.4
EXCLUSIVE REMEDY FOR REINSURED MISREPRESENTATIONS AND BREACHES.
29
8.5
NET LOSSES ACTUALLY PAID.
29
ARTICLE IX
REPRESENTATIONS AND WARRANTIES OF THE REINSURER
9.1
WARRANTIES.
29
ARTICLE X
ACCOUNTING AND TAX TREATMENT
10.1
ACCOUNTING AND TAX TREATMENT.
30
ARTICLE XI
INSOLVENCY
11.1
INSOLVENCY OF THE REINSURED.
31
ARTICLE XII
COLLATERAL TRUST ACCOUNT
12.1
ESTABLISHMENT OF COLLATERAL TRUST ACCOUNT.
32
12.2
INITIAL FUNDING OF THE COLLATERAL TRUST ACCOUNT.
32
12.3
ONGOING FUNDING OF COLLATERAL TRUST ACCOUNT.
32
12.4
COLLATERAL TRUST ASSETS.
32
12.5
SETTLEMENTS.
33
12.6
MODIFICATION UPON OCCURRENCE OF COLLATERAL TRIGGERING EVENT.
33
12.7
MODIFICATION UPON OCCURRENCE OF A REINSURANCE CREDIT EVENT.
33
12.8
WITHDRAWAL OF COLLATERAL TRUST ASSETS BY THE REINSURED OTHER THAN DURING THE
PENDENCY OF A REINSURANCE CREDIT EVENT.
35
12.9
WITHDRAWAL OF COLLATERAL TRUST ASSETS BY REINSURED DURING THE PENDENCY OF A
REINSURANCE CREDIT EVENT.
36
12.10
REINSURANCE CREDIT.
37
ARTICLE XIII
DISPUTE RESOLUTION
13.1
NEGOTIATION.
37
13.2
ARBITRATION.
38
ARTICLE XIV
REGULATORY MATTERS
14.1
REGULATORY MATTERS.
39