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Exhibit
10.18
EXECUTION
COPY
ASSIGNMENT and ASSUMPTION
AGREEMENT
THIS AGREEMENT (this “
Agreement ”) is entered into as of this 31
st day of March, 2004 by and between M
OORE C APITAL M
ANAGEMENT , LLC (“ MCM ”) a New
York limited liability company, and A LSTRA C
APITAL M ANAGEMENT , LLC (“
ALSTRA ”), a Delaware limited liability company and a
subsidiary of MCM. Max Re Diversified Strategies Ltd. is executing
this Agreement to consent to the assignment and assumption provided
for herein.
RECITALS
WHEREAS, MCM entered into a
certain Customer Agreement and Trading Authorization Agreement with
Moore Diversified Strategies, Ltd., dated December 1, 1999 (the
“Original Agreement”);
WHEREAS, the Original
Agreement provided that MCM shall act as the trading manager for
Moore Diversified Strategies, Ltd;
WHEREAS, effective May 4,
2001, Moore Diversified Strategies, Ltd. reorganized into Max Re
Diversified Strategies Ltd. (“MDS”) and in connection
therewith, MDS and MCM entered into an Amended and Restated
Customer Agreement and Trading Authorization Agreement, dated as of
June 14, 2001, which amends and restates the Original Agreement
(the “Amended Agreement”);
WHEREAS, as of January 1,
2003, MDS and MCM entered in Amendment No. 1 to the Amended
Agreement;
WHEREAS, pursuant to
paragraph 12 of the Amended Agreement, MCM desires to assign its
rights and obligations thereunder to ALSTRA;
WHEREAS, ALSTRA desires to
accept such assignment and to assume all of MCM’s obligations
thereunder; and
WHEREAS, by its signature
hereto, MDS consents to the assignment of the Amended Agreement
effected hereby.
NOW, THEREFORE, in
consideration of the mutual promises herein contained, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
1. Assignment.
Effective as of April 1, 2004, MCM hereby ASSIGNS, TRANSFERS AND
DELEGATES to ALSTRA all of its rights and obligations under the
Amended Agreement whether now or existing hereafter
arising;
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