Common Shares (par value $.01 per share) Underwriting Agreement
Exhitbit 1.1
EXECUTION COPY
Platinum Underwriters Holdings, Ltd.
Common Shares
(par value $.01 per share)
(par value $.01 per share)
Underwriting Agreement
September 21, 2005
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
4 World Financial Center, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
4 World Financial Center, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
Platinum Underwriters Holdings, Ltd., a Bermuda company (the “Company”), proposes, subject to
the terms and conditions stated herein, to issue and sell to Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx” or the “Underwriter”) a number of shares of
Common Shares, par value $.01 per share, of the Company equal to $163,500,000 divided by the Public
Offer Price (as defined below) (the “Shares”).
The Company conducts its business through its wholly-owned direct or indirect operating
subsidiaries, Platinum Underwriters Reinsurance, Inc., a Maryland corporation (“Platinum US”),
Platinum Re (UK) Limited, a U.K. company (“Platinum UK”), and Platinum Underwriters Bermuda, Ltd.,
a Bermuda company (“Platinum Bermuda”). The Company owns Platinum US and Platinum UK through its
wholly-owned intermediate subsidiary, Platinum Regency Holdings, an Irish company (“Platinum
Ireland” and, together with Platinum UK and Platinum Bermuda, the “Non-U.S. Subsidiaries”).
Platinum US is owned directly by Platinum Underwriters Finance, Inc., a Delaware corporation
(“Platinum Finance”), which is a wholly-owned subsidiary of Platinum Ireland.
1. The Company represents and warrants to, and agrees with, the Underwriter that:
(a) A registration statement on Form S-3 as amended by any pre-effective amendments
thereto on or before the date hereof (File No. 333-113823) (the “Initial Registration
Statement”) in respect of the Shares has been filed with the Securities and Exchange
Commission (the “Commission”); the Initial Registration Statement and any post-effective
amendment thereto, each in the form heretofore delivered to you, have been declared
effective by the Commission in such form, and other than a registration statement, if any,
increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became
effective upon filing, no other document with respect to the Initial Registration Statement
or
document incorporated by reference therein has heretofore been filed with the
Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and
regulations of the Commission under the Act, each in the form heretofore delivered to you);
and no stop order suspending the effectiveness of the Initial Registration Statement, any
post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been
issued and no proceeding for that purpose has been initiated or, to the knowledge of the
Company, threatened by the Commission (the preliminary prospectus supplement, if any,
heretofore filed with the Commission, together with any preliminary prospectus included in
the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of
the rules and regulations of the Commission under the Act is hereinafter called a
“Preliminary Prospectus”; the various parts of the Initial Registration Statement, any
post-effective amendment thereto and the Rule 462(b) Registration Statement, if any,
including all exhibits thereto and (i) including the information contained in the form of
final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in
accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be
part of the Initial Registration Statement at the time it was declared effective and (ii)
the documents incorporated by reference in the prospectus contained in the Initial
Registration Statement at the time such part of the Initial Registration Statement became
effective, each as amended at the time such part of the Initial Registration Statement
became effective or such part of the Rule 462(b) Registration Statement, if any, became or
hereafter becomes effective, are hereinafter collectively called the “Registration
Statement”; promptly after the execution and delivery of this Agreement, the Company will
prepare and file a final prospectus supplement in accordance with Rule 424(b) under the Act
and such final prospectus supplement in the form heretofore delivered to you, together with
the final prospectus included in the Registration Statement, in the form first filed
pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”); any
reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act as of the date of such Preliminary Prospectus or Prospectus, as the case may
be, including the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2004, as amended on Form 10-K/A (including information specifically incorporated by
reference into such Form 10-K from the Company’s definitive Proxy Statement for its 2005
annual meeting of shareholders) (the “Form 10-K”), Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005 (the “March Form 10-Q”), the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2005, as amended on Form 10-Q/A (the “June Form 10-Q”), and all
subsequent documents filed with (but not furnished to) the Commission pursuant to Section
13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) on or prior to the date of the Preliminary Prospectus or Prospectus, as the case may
be; any reference to any amendment or supplement to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include any documents filed after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under the Exchange Act, and
incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be,
including the Form 10-K, the March Form 10-Q, the June Form 10-Q, and all subsequent
documents filed with (but not furnished to) the Commission pursuant to Section 13(a), 13(c)
or 15(d) of the Exchange Act after the date of the Preliminary Prospectus or Prospectus, as
the case may be, provided, however, such subsequently filed documents shall not include any
Current Reports on Form 8-K, or portions of such reports, that are deemed furnished to,
rather than filed with, the Commission; and any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any annual report of the
Company filed pursuant to Section
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13(a), 13(c) or 15(d) of the Exchange Act after the effective date of the Initial
Registration Statement that is incorporated by reference in the Registration Statement;
(b) No order preventing or suspending the use of any Preliminary Prospectus has been
issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof,
conformed in all material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder, and did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by the Underwriter expressly for use therein;
(c) The documents incorporated by reference in the Prospectus, when they became
effective or were filed with the Commission, as the case may be, conformed in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and the rules
and regulations of the Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any further amendment
or supplement thereto, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by the Underwriter expressly for use therein;
(d) The Registration Statement conforms, and the Prospectus and any further amendments
or supplements to the Registration Statement or the Prospectus will conform, in all material
respects to the requirements of the Act and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of the applicable filing date as to
the Prospectus and any amendment or supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by the Underwriter expressly
for use therein;
(e) Neither the Company nor any of its subsidiaries has sustained since the date of the
latest audited financial statements included, or incorporated by reference, in the
Prospectus any material loss or interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor dispute or court
or governmental action, order or decree, otherwise than as set forth or contemplated in the
Prospectus; and, since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been any change in the capital
stock or the capital or surplus or
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long-term debt of the Company (other than upon exercise of director or employee options
in the ordinary course of business pursuant to an employee benefit plan of the Company
currently in existence, or upon the exercise, conversion or exchange of convertible or
exchangeable securities or options in the ordinary course of business outstanding as of the
date of this Agreement or upon the exercise of the purchase contracts forming a part of the
Company’s equity security units in the ordinary course of business as of the date of this
Agreement) or any of its subsidiaries or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the general affairs,
management, financial position, shareholders’ equity or results of operations of the Company
and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the
Prospectus;
(f) The Company and its subsidiaries have good and marketable title to all personal
property owned by them, in each case free and clear of all liens, encumbrances and defects
except such as are described in the Prospectus or such as do not materially affect the value
of such property and do not materially interfere with the use made and proposed to be made
of such property by the Company and its subsidiaries; and any real property and buildings
held under lease by the Company and its subsidiaries are held by them under valid,
subsisting and enforceable (by and against the Company) sub-leases and assignments of leases
with such exceptions as are not material and do not materially interfere with the use made
and proposed to be made of such property and buildings by the Company and its subsidiaries;
the Company does not own any real property;
(g) The Company has been duly incorporated and is validly existing as a company in good
standing under the laws of Bermuda, with corporate power and authority to own its properties
and conduct its business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification, or is subject to no material liability or disability by
reason of the failure to be so qualified in any such jurisdiction; each subsidiary of the
Company has been duly incorporated and is validly existing as a corporation or a company in
good standing under the laws of its jurisdiction of organization, with corporate power and
authority to own its properties and conduct its business as described in the Prospectus, and
has been duly qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, or is subject to no material
liability or disability by reason of the failure to be so qualified in any such
jurisdiction;
(h) The Company has an authorized capitalization as set forth in the Prospectus, and
all of the issued shares of capital stock of the Company have been duly authorized and
validly issued, are fully paid and non-assessable and conform in all material respects to
the description of the capital stock contained in the Prospectus; all of the issued shares
of capital stock of each subsidiary of the Company have been duly authorized and are validly
issued, fully paid and non-assessable and are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims; except as described in the
Form 10-K under the captions “Related Party Transactions—Transactions with St. Xxxx and Its
Subsidiaries,” “Related Party Transactions—Transactions with RenaissanceRe and Its
Subsidiaries” and in the Prospectus under the caption “Description of Our Share Capital,”
the
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holders of outstanding shares of capital stock of the Company are not entitled to
preemptive or other rights to acquire the Shares and no party has the right to require the
Company to register securities; there are no outstanding securities convertible into or
exchangeable for, or warrants, rights or options to purchase from the Company, or
obligations of the Company to issue, Common Shares or any other class of capital stock of
the Company (except upon the exercise of the purchase contracts forming a part of the
Company’s equity security units and as set forth in the Form 10-K under the captions
“Related Party Transactions—Transactions with St. Xxxx and Its Subsidiaries,” “Related Party
Transactions—Transactions with RenaissanceRe and Its Subsidiaries,” and in the Prospectus
under the caption “Description of Our Share Capital”); there are no restrictions on
subsequent transfers of the Shares under the laws of Bermuda or the United States (other
than, pursuant to the securities laws of the United States or any state securities or Blue
Sky laws, by affiliates of the Company and other than as described in the Prospectus under
the caption “Description of Our Share Capital”);
(i) The Shares to be issued and sold by the Company to the Underwriter hereunder have
been duly and validly authorized and, when issued and delivered against payment therefore as
provided herein, will be duly and validly issued and fully-paid and non-assessable and will
conform to the description of the Common Shares in the Prospectus;
(j) The issue and sale of the Shares to be sold by the Company and the compliance by
the Company with all of the provisions of this Agreement and the Jurisdiction Agreement,
dated as of the date hereof (the “Jurisdiction Agreement”), between the Company and the
Underwriter, and the consummation of the transactions herein and therein contemplated will
not conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or give rise to a right of termination under (i) the
memorandum of association or bye-laws or other organizational document of the Company or any
of its subsidiaries, (ii) any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of the properties or
assets of the Company or any of its subsidiaries is subject, or (iii) any statute or any
order, rule or regulation of any court or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries or any of their properties, other than, in the
case of clause (ii) or (iii), such conflicts, breaches, violations, defaults and termination
rights which (A) would not, individually or in the aggregate, have a material adverse effect
on the consolidated financial position, shareholders’ equity or results of operations of the
Company and its subsidiaries, taken as a whole, (B) would not affect the due authorization
and valid issuance of the Shares, or (C) would not adversely affect the consummation of the
transactions contemplated hereunder;
(k) Neither the Company nor any of its subsidiaries is in violation of its memorandum
of association or bye-laws or other organizational documents or in default in the
performance or observance of any material obligation, agreement, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of its properties may
be bound;
(l) The Company has all requisite corporate power and authority to enter into this
Agreement and the Jurisdiction Agreement; and each of this Agreement and the Jurisdiction
Agreement has been duly authorized, executed and delivered by the Company;
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(m) The statements set forth in the Form 10-K under the caption “Business—Our
Business—Regulation” and “Related Party Transactions” and in the Prospectus under the
captions “Related Party Transactions,” “Description of Our Share Capital,” “Certain Tax
Considerations,” and “Underwriting,” insofar as they purport to describe the provisions of
the laws and documents referred to therein, are true and complete in all material respects;
(n) Other than as set forth in the Prospectus, there are no legal or governmental
proceedings pending to which the Company, or any of its subsidiaries is a party or of which
any property of the Company, or any of its subsidiaries is the subject which, if determined
adversely to the Company, or any of its subsidiaries, would individually or in the aggregate
have a material adverse effect on the consolidated financial position, shareholders’ equity
or results of operations of the Company and its subsidiaries, taken as a whole; and, to the
best of the Company’s knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(o) There is no contract, document or other agreement required to be described in the
Registration Statement or Prospectus or to be filed as an exhibit to the Registration
Statement which is not described or filed as required by the Act; each description of a
contract, document or other agreement in the Registration Statement and the Prospectus
accurately reflects in all material respects the terms of the underlying contract, document
or other agreement; each contract, document or other agreement set forth on Schedule I
hereto (such listed contracts, documents and other agreements, collectively, the “Filed
Agreements”) to which the Company or a subsidiary of the Company is a party is in full force
and effect and is valid and enforceable by and against the Company or such subsidiary, as
the case may be, in accordance with its terms, except that (i) such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium, or other laws now or
hereafter in effect affecting creditors’ rights generally, (ii) the enforceability thereof
is subject to the general principles of equity (whether such enforceability is considered in
a proceeding in equity or at law) and (iii) no representation or warranty is made with
respect to the enforceability of indemnification and contribution provisions relating to
violations under the Act contained in the Formation and Separation Agreement (as defined in
Schedule I hereto), the Registration Rights Agreement (as defined in Schedule I hereto), the
2005 Registration Rights Agreement (as defined in Schedule I hereto) and the Transfer
Restrictions and Registration Rights Agreement (as defined in Schedule I hereto); neither
the Company nor any of its subsidiaries, if a subsidiary is a party, nor to the Company’s
knowledge, any other party is in default in the observance or performance of any term or
obligation to be performed by it under any Filed Agreement, and no event has occurred which
with notice or lapse of time or both would constitute such a default;
(p) Except as described in the Prospectus, no consent, approval, authorization,
registration or qualification of or with any governmental agency or body or any court is
required to be obtained or made by the Company or any of its subsidiaries for the issue and
sale of the Shares in the manner contemplated by this Agreement and the consummation of the
transactions contemplated by this Agreement and the Jurisdiction Agreement, except (i) the
registration under the Act of the Shares, (ii) such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities, Blue Sky or
insurance securities laws in connection with the purchase and distribution of the Shares by
the Underwriter, (iii) the filing of the Prospectus under the Bermuda Companies Act 1981 in
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connection with the sale of the Shares, (iv) such consents, approvals, authorizations,
registrations or qualifications as may be required and have been obtained from the Bermuda
Monetary Authority, and (v) such consents, approvals, authorizations, registrations or
qualifications the failure of which to obtain or make would not, individually or in the
aggregate have a material adverse effect on the consolidated financial position,
shareholders’ equity or results of operations of the Company and its subsidiaries, taken as
a whole, or affect the due authorization and valid issuance of the Shares;
(q) The Company is not and, after giving effect to the offering and sale of the Shares,
will not be an “investment company,” as such term is defined in the Investment Company Act
of 1940, as amended (the “Investment Company Act”);
(r) The Company is subject to Section 13 of the Exchange Act;
(s) Except as described in the Prospectus, each of the Company and its subsidiaries is
duly licensed as an insurance holding company or as an insurer or reinsurer, as the case may
be, under the insurance laws (including laws that relate to companies that control insurance
companies) and the rules, regulations and interpretations of the insurance regulatory
authorities thereunder (collectively, “Insurance Laws”), of each jurisdiction in which the
conduct of its business as described in the Prospectus requires such licensing, except for
such jurisdictions in which the failure of the Company and its subsidiaries to be so
licensed would not, individually or in the aggregate, have a material adverse effect on the
consolidated financial position, shareholder’s equity or results of operations of the
Company and its subsidiaries, taken as a whole; each of the Company and its subsidiaries has
made all required filings under applicable holding company statutes or other Insurance Laws
in each jurisdiction where such filings are required, except for such jurisdictions in which
the failure to make such filings would not, individually or in the aggregate, have a
material adverse effect on the consolidated financial position, shareholder’s equity or
results of operations of the Company and its subsidiaries, taken as a whole; except as
described in the Prospectus, each of the Company and its subsidiaries has all other
necessary authorizations, approvals, orders, consents, certificates, permits, registrations
and qualifications of and from all insurance regulatory authorities necessary to conduct
their respective businesses as described in the Prospectus and all of the foregoing are in
full force and effect, except where the failure to have such authorizations, approvals,
orders, consents, certificates, permits, registrations or qualifications or their failure to
be in full force and effect would not, individually or in the aggregate, have a material
adverse effect on the consolidated financial position, shareholder’s equity or results of
operations of the Company and its subsidiaries, taken as a whole; none of the Company or any
of its subsidiaries has received any notification from any insurance regulatory authority or
other governmental authority in the United States, Bermuda, Ireland, the United Kingdom or
elsewhere to the effect that any additional authorization, approval, order, consent,
certificate, permit, registration or qualification is needed to be obtained by either the
Company or any of its subsidiaries; and no insurance regulatory authority has issued any
order or decree impairing, restricting or prohibiting the payment of dividends by the
Company or any of its subsidiaries;
(t) The Company and its subsidiaries own or possess or are licensed to use, or will be
able to acquire on reasonable terms, all material patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable
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proprietary or confidential information, systems or procedures), trademarks, services
marks and trade names that are necessary for the Company and its subsidiaries to conduct the
business of reinsurance in the manner and to the extent described in the Prospectus, and
none of the Company or any of its subsidiaries has received any notice of infringement of or
conflict with asserted rights of others with respect to any of the foregoing, except for
those which, if determined adversely to the Company or any of its subsidiaries, would not
have a material adverse effect on the consolidated financial position, shareholder’s equity
or results of operations of the Company and its subsidiaries, taken as a whole;
(u) Each of the Company and its subsidiaries has filed all statutory financial returns,
reports, documents and other information required to be filed pursuant to the applicable
Insurance Laws of the United States and the various states thereof, Bermuda, Ireland, the
United Kingdom and each other jurisdiction applicable thereto, and has duly paid all taxes
(including franchise taxes and similar fees) it is required to have paid under the
applicable Insurance Laws of the United States and the various states thereof, Bermuda,
Ireland, the United Kingdom and each other jurisdiction applicable thereto, except where the
failure, individually or in the aggregate, to file such return, report, document or
information or to pay such taxes would not have a material adverse effect on the
consolidated financial position, shareholders’ equity or results of operations of the
Company and its subsidiaries, taken as a whole; and each of the Company and its subsidiaries
maintains its books and records in accordance with, and is otherwise in compliance with, the
applicable Insurance Laws of the United States and the various states thereof, Bermuda,
Ireland, the United Kingdom and each other jurisdiction applicable thereto, except where the
failure to so maintain its books and records or be in compliance would not individually or
in the aggregate have a material adverse effect on the consolidated financial position,
shareholders’ equity or results of operations of the Company and its subsidiaries, taken as
a whole;
(v) Any tax returns required to be filed by the Company or any of its subsidiaries in
any jurisdiction have been filed, except where the failure to file such returns would not
individually or in the aggregate have a material adverse effect on the consolidated
financial position, shareholders’ equity or results of operations of the Company and its
subsidiaries, taken as a whole, and any material taxes, including any withholding taxes,
excise taxes, penalties and interest, assessments and fees and other charges due or claimed
to be due from such entities have been paid, other than any of those being contested in good
faith and for which adequate reserves have been provided or any of those currently payable
without penalty or interest;
(w) The Company and its subsidiaries have not taken, and have no plan or intention to
take, directly or indirectly, any action that would or would be reasonably expected to cause
or result in (i) the Company and/or any Non-U.S. Subsidiary being treated as engaged in a
trade or business within the United States for purposes of the Internal Revenue Code of
1986, as amended (the “Code”), (ii) the Company and/or any Non-U.S. Subsidiary being treated
as a passive foreign investment company within the meaning of section 1297 of the Code,
(iii) the Company and/or any Non-U.S. Subsidiary being treated as a controlled foreign
corporation within the meaning of section 957 of the Code or (iv) any shareholder of the
Company having “related party insurance income” inclusions for U.S. federal income tax
purposes as a result of being a shareholder of the Company;
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(x) No stamp or other issuance or transfer taxes or duties and no capital gains,
income, withholding or other taxes are payable by or on behalf of the Underwriter to Bermuda
or any political subdivision or taxing authority thereof or therein in connection with the
sale and delivery by the Company of the Shares in the manner contemplated by this Agreement
to the Underwriter or the sale and delivery outside Bermuda by the Underwriter of the Shares
to the initial purchasers thereof; and no registration, documentary, recording, transfer or
other similar tax, fee or charge by any Bermuda government authority is payable in
connection with the execution, delivery, filing, registration or performance of this
Agreement;
(y) There are no currency exchange control laws, in each case of Bermuda, the United
Kingdom or Ireland (or any political subdivision or taxing authority thereof), that would be
applicable to the payment of dividends (i) on the Shares by the Company (other than as may
apply to residents of Bermuda for Bermuda exchange control purposes) or (ii) by any of the
Company’s subsidiaries to the Company. The Bermuda Monetary Authority has designated the
Company and Platinum Bermuda as nonresident for exchange control purposes and has granted
permission for transfer of the Shares (including permission for the issue or transfer of up
to 20% of the Company’s shares in issue from time to time to persons resident in Bermuda for
exchange control purposes). Such permission has not been revoked and is in full force and
effect, and the Company has no knowledge of any proceedings planned or threatened for the
revocation of such permission. The Company and Platinum Bermuda are “exempted companies”
under Bermuda law and have not (i) acquired and do not hold any land in Bermuda, other than
that held by way of lease or tenancy for terms of not more than 21 years, without the
express authorization of the Bermuda legislature, (ii) taken mortgages on land in Bermuda to
secure an amount in excess of $50,000, without the consent of the Bermuda Minister of
Finance, (iii) acquired any bonds or debentures secured by any land in Bermuda (other than
certain types of Bermuda government securities), or (iv) conducted their business in a
manner that is prohibited for “exempted companies” under Bermuda law. Neither the Company
nor Platinum Bermuda has received notification from the Bermuda Monetary Authority or any
other Bermuda governmental authority of proceedings relating to the modification or
revocation of its designation as nonresident for exchange control purposes, its permission
to issue and transfer the Shares, or its status as an “exempted company”;
(z) Assuming that the Jurisdiction Agreement is binding on the other party or parties
thereto and assuming that the Jurisdiction Agreement is not terminated, amended or modified
in any way, under the laws of the State of New York relating to submission to jurisdiction
pursuant to the Jurisdiction Agreement, the Company has validly and irrevocably submitted to
the non-exclusive jurisdiction of any United States Federal or State court in the Borough of
Manhattan, the City of New York, or the State of New York (a “New York Court”) with respect
to suits, actions or proceedings brought by the Underwriter or by any person who controls
the Underwriter within the meaning of either Section 15 of the Act or Section 20 of the
Exchange Act against the Company arising out of or in connection with violations of United
States federal securities laws relating to offers and sales of the Shares, and has validly
and irrevocably waived, to the fullest extent permitted by law, any objections that it may
now or hereafter have to the laying of venue of any such suit, action or proceeding brought
in any New York Court based on or arising under this Agreement or any claims that any such
suit, action or proceeding brought in any New York Court has been brought in an inconvenient
forum; and, under the Jurisdiction Agreement, the Company has duly and irrevocably appointed
CT Corporation System as its agent to receive service of process with respect to
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actions arising out of or in connection with any such suit, action or proceeding, and
service of process on CT Corporation System effected in the manner set forth in the
Jurisdiction Agreement will be effective under the laws of Bermuda to confer personal
jurisdiction over the Company;
(aa) The Company has not taken, directly or indirectly, any action that has constituted
or that was designed to or which has constituted or which might reasonably be expected to
cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Shares;
(bb) The financial statements included or incorporated by reference in the Registration
Statement and the Prospectus, together with the related schedules and notes, present fairly
in all material respects the financial position of the Company and its subsidiaries on a
consolidated basis as of the dates indicated and the results of operations, stockholders’
equity and cash flows of the Company and its subsidiaries on a combined basis for the
periods indicated; such financial statements have been prepared in conformity with generally
accepted accounting principles in the United States (“GAAP”) applied on a consistent basis
throughout the periods involved; the financial statement schedules, if any, included or
incorporated by reference in the Registration Statement present fairly in all material
respects the information required to be stated therein; the selected financial data included
or incorporated by reference in the Prospectus present fairly in all material respects the
information shown therein and have been compiled on a basis consistent in all material
respects with that of the audited financial statements included or incorporated by reference
in the Registration Statement, as the case may be;
(cc) The combined statements of underwriting results and identifiable underwriting cash
flows of the Reinsurance Underwriting Segment of the St. Xxxx Travelers Companies, Inc.
(“Predecessor”) incorporated by reference in the Prospectus and the Registration Statement
(i) present fairly in all material respects the underwriting results and identifiable
underwriting cash flows of Predecessor for the period from January 1, 2002 through November
1, 2002; (ii) comply as to form in all material respects with the applicable accounting
requirements of the Act; and (iii) have been prepared in conformity with GAAP applied on a
consistent basis throughout the periods involved (except as otherwise noted therein);
(dd) The selected financial information with respect to the results of operations of
Predecessor for the period ended November 1, 2002 and for each of the years ended December
31, 2001 and 2000 included in the Prospectus (i) present fairly in all material respects the
financial position and results of operations of Predecessor for the period ended November 1,
2002 and for each of the years ended December 31, 2001 and 2000; and (ii) have been prepared
in conformity with GAAP applied on a consistent basis throughout the periods involved
(except as otherwise noted therein);
(ee) KPMG, LLP, who have certified certain financial statements of Predecessor and the
Company and its subsidiaries, and have audited the Company’s internal control over financial
reporting and management’s assessment thereof, are independent public accountants as
required by the Act and the rules and regulations of the Commission thereunder;
10
(ff) No relationship, direct or indirect, exists between or among any of the Company
or, to the knowledge of the Company, any of its affiliates (as such term is defined in Rule
405 under the Act) of the Company on the one hand, and any former or current director,
officer, stockholder, broker, customer or supplier of any of them, on the other hand, which
is required by the Act or the Exchange Act or the rules and regulations thereunder to be
described in the Registration Statement or the Prospectus which is not so described or is
not described as required;
(gg) The Company and its consolidated subsidiaries maintain a system of internal
control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange
Act) that complies with the requirements of the Exchange Act and that is sufficient to
provide reasonable assurances that (i) transactions are executed in accordance with
management’s authorization; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted accounting
principles and to maintain accountability for assets; (iii) access to assets is permitted
only in accordance with management’s authorization; (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences; (v) material information relating to the Company
and its consolidated subsidiaries is promptly made known to the officers responsible for
establishing and maintaining the system of internal accounting controls; and (vi) any
significant deficiencies or weaknesses in the design or operation of internal accounting
controls which could adversely affect the Company’s ability to record, process, summarize
and report financial data, and any fraud whether or not material that involves management or
other employees who have a significant role in internal controls, are adequately and
promptly disclosed to the Company’s independent auditors and the audit committee of the
Company’s board of directors; the Company’s internal control over financial reporting is
effective in all material respects and the Company is not aware of any material weaknesses
in its internal control over financial reporting;
(hh) The Company and its consolidated subsidiaries employ disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply in
all material respects with the requirements of the Exchange Act; such disclosure controls
and procedures are designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms, and is accumulated and communicated to the Company’s management, including
its principal executive officer or officers and principal financial officer or officers, as
appropriate to allow timely decisions regarding disclosure; such disclosure controls and
procedures are effective to provide reasonable assurance that information required to be
disclosed by the Company in reports filed or submitted by the Company under the Exchange Act
is recorded, processed, summarized and timely reported as specified in the Commission’s
rules and forms;
(ii) There are no transactions, arrangements and other relationships between and/or
among the Company, and/or, to the knowledge of the Company, any of its affiliates and any
unconsolidated entity, including, but not limited to, any structural finance, special
purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”) that could
reasonably be expected to affect materially the Company’s liquidity or the availability of
or requirements for its capital resources, including those Off Balance Sheet Transactions
described in the Commission’s Statement about Management’s Discussion and Analysis of
Financial
11
Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required
to be described in the Prospectus which have not been described as required;
(jj) Since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting; and
(kk) Except as described in the Prospectus, the Company has no knowledge of any
threatened or pending downgrading of the rating accorded the Company or any of its
subsidiaries’ financial strength or claims-paying ability by A.M. Best Company, Inc.,
Standard & Poor’s Ratings Service, a Division of The XxXxxx-Xxxx Companies, Inc., and
Xxxxx’x Investors Services, Inc., the only “nationally recognized statistical rating
organizations,” as that term is defined by the Commission for purposes of Rule 463(g)(2)
under the Act which currently rate the claims-paying ability or one or more of the Company
or its subsidiaries.
2. Subject to the terms and conditions herein set forth, the Company agrees to sell to the
Underwriter, and the Underwriter agrees to purchase from the Company such number of shares at a
price per share to be determined as follows:
The Underwriter shall notify the Company of the price per share at which shares will be
offered to the public (the “Public Offer Price”) prior to 9:30 a.m., New York City time, on
September 22, 2005. The Public Offer Price shall be no less than $28.00 and no more than $28.30
per share. The number of shares to be sold by the Company and to be purchased by the Underwriter
shall be $163,500,000 divided by the Public Offer Price (to be adjusted by the Underwriter to
eliminate fractional shares). The price per share to be paid by the Underwriter to the Company
shall be $27.72 plus 50% of any amount by which the Public Offer Price exceeds $28.00, but in no
event shall the price per share to be paid by the Underwriter to the Company be greater than
$27.87.
3. Upon the authorization by you of the release of the Shares, the Underwriter proposes to
offer the Shares for sale upon the terms and conditions set forth in the Prospectus.
4. (a) The Shares to be purchased by the Underwriter hereunder, in definitive form, and in
such authorized denominations and registered in such names as the Underwriter may request upon at
least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the
Company to the Underwriter, through the facilities of The Depository Trust Company (“DTC”), for the
account of such Underwriter, against payment by or on behalf of the Underwriter of the purchase
price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company
to the Underwriter at least forty-eight hours in advance. The time and date of such delivery and
payment shall be 9:30 a.m., New York City time, on September 27, 2005 or such other time and date
as the Underwriter and the Company may agree upon in writing. Such time and date for delivery of
the Shares is herein called the “Time of Delivery.”
(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties
hereto pursuant to Section 7 hereof, including the cross receipt for the Shares and any additional
documents requested by the Underwriter pursuant to Section 7(n) hereof, will be delivered at the
offices of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the “Closing Location”), at the Time of Delivery. A meeting will be held at the Closing
12
Location at 2:00 p.m., New York City time, on the New York Business Day next preceding such
Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to
the preceding sentence will be available for review by the parties hereto. For the purposes of
this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York are generally authorized or
obligated by law or executive order to close.
5. The Company agrees with the Underwriter:
(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant
to Rule 424(b) under the Act not later than the Commission’s close of business on the second
business day following the execution and delivery of this Agreement, or, if applicable, such
earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or
any supplement to the Registration Statement or Prospectus prior to the last Time of Delivery which
shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after
it receives notice thereof, of the time when any amendment to the Registration Statement has been
filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been
filed and to furnish you with copies thereof; to file promptly all reports and any definitive proxy
or information statements required to be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and
for so long as the delivery of a prospectus is required in connection with the offering or sale of
the Shares; to advise you, promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or Prospectus, of the suspension of the qualification of the Shares for offering or sale
in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of
any request by the Commission for the amending or supplementing of the Registration Statement or
Prospectus or for additional information; and, in the event of the issuance of any stop order or of
any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or
suspending any such qualification, promptly to use its reasonable best efforts to obtain the
withdrawal of such order;
(b) Promptly from time to time to take such action as you may reasonably request to qualify
the Shares for offering and sale under the securities laws of such jurisdictions as you may request
and to comply in all material respects with such laws so as to permit the continuance of sales and
dealings therein in such jurisdictions for as long as may be necessary to complete the distribution
of the Shares, provided that in connection therewith the Company shall not be required to qualify
as a foreign corporation or to file a general consent to service of process in any jurisdiction or
become subject to taxation in any jurisdiction;
(c) Prior to 10:00 A.M., New York City time, on the New York Business Day next succeeding the
date of this Agreement and from time to time, to furnish the Underwriter with written and
electronic copies of the Prospectus in New York City in such quantities as you may reasonably
request, and, if the delivery of a prospectus is required at any time prior to the expiration of
nine months after the time of issue of the Prospectus in connection with the offering or sale of
the Shares and if at such time any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the
circumstances
13
under which they were made when such Prospectus is delivered, not misleading, or, if for any
other reason it shall be necessary during such period to amend or supplement the Prospectus or to
file under the Exchange Act any document incorporated by reference in the Prospectus in order to
comply with the Act or the Exchange Act, to notify you and upon your request to file such document
and to prepare and furnish without charge to the Underwriter and to any dealer in securities as
many written and electronic copies as you may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement or omission or
effect such compliance, and in case the Underwriter is required to deliver a prospectus in
connection with sales of any of the Shares at any time nine months or more after the time of issue
of the Prospectus, upon your request but at the expense of the Underwriter, to prepare and deliver
to the Underwriter as many written and electronic copies as you may reasonably request of an
amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(d) To make generally available to its securityholders as soon as practicable, but in any
event not later than eighteen months after the effective date of the Registration Statement (as
defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and the rules and regulations
thereunder (including, at the option of the Company, Rule 158);
(e) During the period beginning from the date hereof and continuing to and including the date
90 days after the date of the Prospectus, not to offer, sell, contract to sell or otherwise dispose
of, except as provided hereunder, any Shares or any securities of the Company that are
substantially similar to the Shares, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right to receive, Common Shares or any
such substantially similar securities (other than securities issued pursuant to any director or
employee stock option or benefit plans existing on, or upon the exercise, conversion or exchange of
convertible or exchangeable securities or options outstanding as of the date of this Agreement or
upon the exercise of the purchase contracts forming a part of the Company’s equity security units
outstanding as of the date of this Agreement), or to file any registration statement with the
Commission under the Act relating to any such securities, without the prior written consent of the
Underwriter;
(f) To make available to its shareholders all information as required by the Exchange Act;
(g) If not otherwise available on the Commission’s Electronic Data Gathering, Analysis and
Retrieval System or similar system, during a period of five years from the effective date of the
Registration Statement, to furnish to its shareholders as soon as practicable after the end of each
fiscal year an annual report (including a balance sheet and statements of income, shareholders’
equity and cash flows of the Company and its consolidated subsidiaries certified by independent
public accountants) and, as soon as practicable after the end of each of the first three quarters
of each fiscal year (beginning with the fiscal quarter ending after the effective date of the
Registration Statement), consolidated summary financial information of the Company and its
subsidiaries for such quarter in reasonable detail, provided, however, that if the Company is
subject to the reporting requirements of the Exchange Act, the Company shall not be required to
provide such information prior to the time such information is filed with the Commission;
14
(h) If not otherwise available on the Commission’s Electronic Data Gathering, Analysis and
Retrieval System or similar system, during a period of five years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other communications (financial
or other) furnished to shareholders of the Company, and to deliver to you (i) as soon as they are
available, copies of any reports and financial statements furnished to or filed with the Commission
or any securities exchange on which the Shares or any class of securities of the Company is listed;
and (ii) such additional non-confidential information that is available without undue expense
concerning the business and financial condition of the Company as you may from time to time
reasonably request in writing (such financial statements to be prepared on a consolidated basis to
the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished
to its shareholders generally or to the Commission); provided, however, that if the Company is
subject to the reporting requirements of the Exchange Act, the Company shall not be required to
provide such information prior to the time such information is provided to the Commission;
(i) To use its best efforts to maintain the listing of the Shares on the New York Stock
Exchange (the “Exchange”); and
(j) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b)
Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M.,
Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing
either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act.
6. The Company covenants and agrees with the Underwriter that the Company will pay or cause to
be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and
accountants in connection with the registration of the Shares under the Act and all other expenses
in connection with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing
and delivering of copies thereof to the Underwriter and dealers; (ii) the cost of printing or
producing this Agreement, the Jurisdiction Agreement, the Blue Sky Memorandum, closing documents
(including any compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification
of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof,
including the reasonable fees and disbursements of counsel for the Underwriter in connection with
such qualification and in connection with the Blue Sky survey; (iv) the filing fees incident to,
and the reasonable fees and disbursements of counsel for the Underwriter in connection with,
securing any required review by the National Association of Securities Dealers, Inc. of the terms
of the sale of the Shares; (v) the cost and charges of any transfer agent or registrar; and (vi)
all other costs and expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 10 hereof, the Underwriter will pay all of its own
costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of
the Shares by it, and any advertising expenses connected with any offers it may make.
7. The obligations of the Underwriter hereunder, as to the Shares to be delivered at the Time
of Delivery, shall be subject, in its discretion, to the condition that all representations and
warranties and other statements of the Company herein are, at and as of the Time of Delivery, true
15
and correct, the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within
the applicable time period prescribed for such filing by the rules and regulations under the Act
and in accordance with Section 5(a) hereof; if the Company has elected to rely upon Rule 462(b),
the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C.
time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to your reasonable satisfaction;
(b) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriter, shall have
furnished to you such written opinion or opinions, dated the Time of Delivery in a form or forms
acceptable to you, and such counsel shall have received such papers and information as they may
reasonably request to enable them to render such opinion or opinions;
(c) Xxxxx Xxxxxxxxxx LLP, counsel for the Company, shall have furnished to you their written
opinion or opinions (a draft of such opinion or opinions are attached as Annex II(a) hereto), dated
the Time of Delivery, in form and substance satisfactory to you, to the effect that:
(i) Assuming each of this Agreement and the Jurisdiction Agreement has been duly
authorized, executed and delivered by the Company under Bermuda law, each of this Agreement
and the Jurisdiction Agreement has been duly delivered by the Company under New York law.
(ii) Based solely on such counsel’s review of the Certificate of Good Standing of
Platinum US certified by the Secretary of the State of Maryland, dated such date as stated
in such counsel’s opinion (with a telephonic confirmation dated the date of such counsel’s
opinion), Platinum US has been duly incorporated and is an existing corporation in good
standing under the laws of the State of Maryland, with corporate power and authority to
conduct its business as described in the Prospectus.
(iii) Platinum Finance has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware, with corporate power and authority to
conduct its business as described in the Prospectus; all of the outstanding shares of
Platinum Finance’s common stock have been duly authorized and validly issued and are fully
paid and non-assessable and are registered in the name of Platinum Ireland.
(iv) To such counsel’s knowledge, the only agreements in which the Company has agreed
to register any securities are the 2005 Registration Rights Agreement (as defined in
Schedule I hereto), the Registration Rights Agreement (as defined in Schedule I hereto) and
the Transfer Restrictions, Registration Rights and Standstill Agreement (as defined in
Schedule I hereto).
(v) Assuming that each of the Filed Agreements that is governed by New York law and to
which the Company is a party has been duly authorized, executed and delivered by the Company
under Bermuda law and is binding on the other party or parties thereto, each of
16
such agreements has been duly delivered by the Company under New York law and
constitutes a valid and legally binding obligation of the Company enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors’ rights and to general equity principles (other than the indemnities
provided for in the Registration Rights Agreement, the 2005 Registration Rights Agreement,
and the Transfer Restrictions, Registration Rights and Standstill Agreement, as to which no
opinion is expressed).
(vi) Assuming that each of the Filed Agreements that is governed by New York law and to
which Platinum US is a party has been duly authorized, executed and delivered by Platinum US
under Maryland law and is binding on the other party or parties thereto, each of such Filed
Agreements constitutes a valid and legally binding obligation of Platinum US enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles, except that such counsel need
not express any opinion as to the enforceability of any leases, sub-leases or assignments of
leases or other agreements relating to real property constituting a Filed Agreement.
(vii) Assuming that each of the Filed Agreements that is governed by New York law to
which Platinum Finance is a party is binding on the other party or parties thereto, each of
such Filed Agreements has been duly authorized, executed and delivered by Platinum Finance
and constitutes a valid and legally binding obligation of Platinum Finance enforceable
against Platinum Finance in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles (other than the
indemnities provided for in the Registration Rights Agreement, the 2005 Registration Rights
Agreement, and the Transfer Restrictions, Registration Rights and Standstill Agreement, as
to which no opinion is expressed) except that such counsel need not express any opinion as
to the enforceability of any leases, sub-leases or assignments of leases or other agreements
relating to real property constituting a Filed Agreement.
(viii) No consent, approval, authorization or order of, or qualification with, any
United States Federal or New York State governmental body or agency is required for the
issuance and sale of the Shares, except such as may be required by the Act and the
securities or Blue Sky laws of the State of New York.
(ix) The issuance and sale by the Company of the Shares pursuant to and in the manner
contemplated by this Agreement and the performance by the Company of its obligations under
this Agreement will not (i) result in a default under or a breach of any of the Filed
Agreements that is governed by New York law and to which the Company or any subsidiary is a
party, except any such default or breaches as (A) would not, individually or in the
aggregate, have a material adverse effect on the consolidated financial position,
shareholders’ equity or results of operations of the Company and its subsidiaries, taken as
a whole, (B) would not affect the due authorization and valid issuance of the Shares; or (C)
17
would not adversely affect the consummation of the transactions contemplated by this
Agreement, or (ii) violate any Federal law of the United States or law of the State of New
York applicable to the Company; provided, however, that for purposes of this paragraph (ix),
such counsel need not express any opinion with respect to Federal or state securities laws,
other antifraud laws or fraudulent transfer laws; and provided, further, that insofar as
performance by the Company of its obligations under such agreements is concerned, such
counsel need not express any opinion as to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’
rights or general equity principles.
(x) Assuming that the Jurisdiction Agreement has been duly authorized, executed and
delivered by the Company under Bermuda law and is binding on the other party or parties
thereto and assuming that the Jurisdiction Agreement is not terminated, amended or modified
in any way, under the laws of the State of New York relating to submission to jurisdiction,
pursuant to the Jurisdiction Agreement, (A) the Company has validly and irrevocably
submitted to the non-exclusive jurisdiction of any New York Court with respect to any legal
suit, action or proceeding against the Company brought by the Underwriter or by any Control
Person (as defined in the Jurisdiction Agreement) arising out of or based on this Agreement
or the transactions contemplated hereby, and has validly and irrevocably waived, to the
fullest extent that it may effectively do so, any objection to the venue of such suit,
action or proceeding in any such court, and (B) the Company has validly appointed CT
Corporation System as its authorized agent for the purpose and to the extent described in
the Jurisdiction Agreement, and service of process effected on such agent in the manner set
forth therein will be effective to confer valid personal jurisdiction over the Company with
respect to such suit, action or proceeding, assuming, in each of clauses (A) and (B), (1)
the validity of such actions under Bermuda law and (2) the due authorization, execution and
delivery of the Jurisdiction Agreement by the Underwriter.
(xi) The Company is not required to register as an “investment company” under the
Investment Company Act and the rules and regulations promulgated thereunder.
(xii) The statements set forth in the Form 10-K under the caption “Related Party
Transactions” and in the Prospectus under the captions “Certain Tax
Considerations¾Taxation of the Company, Platinum US, Platinum UK, Platinum Bermuda and
Platinum Ireland¾United States Federal Income Taxation,” “Certain Tax
Considerations¾Taxation of Shareholders¾United States Taxation of U.S. and
Non-U.S. Shareholders” and “Underwriting” insofar as they purport to describe the provisions
of the Federal laws and documents referred to therein, are true and complete in all material
respects.
Such counsel shall also furnish to you its written opinion that the Registration
Statement, as of its effective date, the Prospectus, as of the date of the Prospectus, and
each of the documents incorporated therein by reference which were filed under the Exchange
Act, as of their respective dates (in each case, other than the financial statements and
related notes and schedules and other financial information therein, as to which such
counsel need express no opinion), appeared on their face to be appropriately responsive in
all material respects to the
18
requirements of the Act or the Exchange Act, as applicable and the applicable rules and
regulations of the Commission thereunder. Further, nothing came to such counsel’s attention
in the course of its review that has caused such counsel to believe that the Registration
Statement, as of its effective date (other than the financial statements and related notes
and schedules and other financial information therein, as to which such counsel need express
no opinion) contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading, or that any of the Prospectus, as of the date of the Prospectus, and the
documents incorporated therein by reference which were filed under the Exchange Act, as of
their respective dates (in each case, other than the financial statements and related notes
and schedules and other financial information therein, as to which such counsel need express
no opinion) contained any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Also, nothing has come to such
counsel’s attention that has caused such counsel to believe that the Prospectus, as of the
date and time of delivery of such counsel’s written opinion (other than the financial
statements and related notes and schedules and other financial information therein, as to
which such counsel need express no opinion), contained any untrue statement of a material
fact or omitted to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
Furthermore, such counsel does not know of any amendment to the Registration Statement
required to be filed or of any contracts or other documents of a character required to be
filed as an exhibit to the Registration Statement or required to be incorporated by
reference into the Prospectus or required to be described in the Registration Statement or
the Prospectus, which are not filed or incorporated by reference or described as required.
Such counsel shall state that they do not assume any responsibility for the accuracy or
completeness of the statements contained in the Registration Statement, the Prospectus or in
any of the documents incorporated therein by reference which were filed under the Exchange
Act, except for those made under the caption “Related Party Transactions” in the Form 10-K
and under the captions “Certain Tax Considerations¾Taxation of the Company, Platinum
US, Platinum UK, Platinum Bermuda and Platinum Ireland¾United States Federal Income
Taxation,” “Certain Tax Considerations¾Taxation of Shareholders¾United States
Taxation of U.S. and Non-U.S. Shareholders” and “Underwriting” in the Prospectus insofar as
they relate to provisions of documents or of United States Federal tax law therein
described.
Such counsel may state that its opinions are solely for the benefit of the Underwriter
and may not be relied upon by any other person.
(d) Xxxxxxx, Xxxx & Xxxxxxx, outside Bermuda counsel for the Company, shall have furnished to
you their written opinion (a draft of such opinion is attached as Annex II(b) hereto), dated the
Time of Delivery, in form and substance satisfactory to you, to the effect that:
(i) Each of the Company and Platinum Bermuda is a limited liability company duly
incorporated and existing under the laws of Bermuda in good standing (“good standing”
meaning solely that it has not failed to make any filing with any Bermuda governmental
19
authority or to pay any Bermuda government fee or tax which would make it liable to be
struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
(ii) Each of the Company and Platinum Bermuda has the power and and authority to own,
lease and operate its properties as described in the Prospectus.
(iii) Platinum Bermuda has the necessary corporate power and authority to carry on its
business as described in the Prospectus, including its insurance and reinsurance business as
described in the Prospectus, and is registered as a Class 4 insurer under the Insurance Xxx
0000 effective June 6, 2002 and is licensed to carry on long-term business subject to the
provisions of the Insurance Xxx 0000 and the regulations promulgated thereunder, and the
conditions set out in Schedule I to the Certificate of Registration, issued by the Bermuda
Monetary Authority to Platinum Bermuda, dated June 6, 2002. No further approvals of the
insurance regulatory, governmental or administrative body or authority of Bermuda are
required for the conduct of such business by Platinum Bermuda.
(iv) The Company has the necessary corporate power and authority to enter into and
perform its obligations under this Agreement and the Jurisdiction Agreement. The execution
and delivery of this Agreement and the Jurisdiction Agreement by the Company and the
performance by the Company of its obligations thereunder will not violate the memorandum of
association or bye-laws of the Company nor any applicable law, regulation, order or decree
in Bermuda.
(v) The Company has taken all corporate action required to authorize its execution,
delivery and performance of this Agreement and the Jurisdiction Agreement. This Agreement
and the Jurisdiction Agreement have been duly executed and delivered by or on behalf of the
Company and constitute the valid, binding and enforceable obligation of the Company in
accordance with the terms thereof.
(vi) The Company has taken all corporate action required to duly authorize its
execution and delivery to the Commission of the Registration Statement.
(vii) No order, consent, approval, license, authorization or validation of,
registration with or exemption by any government or public body or authority of Bermuda or
any sub-division thereof is required to authorize or is required in connection with the
issue and sale of the Shares being delivered to be sold by the Company and the execution,
delivery, performance and enforcement of this Agreement or the Jurisdiction Agreement,
except such as have been duly obtained in accordance with Bermuda law.
(viii) No order, consent, approval, license, authorization or validation of,
registration with or exemption by any government or public body or authority of Bermuda or
any sub-division thereof is required to authorize or is required in connection with the sale
of the Shares by the Company, except such as have been duly obtained in accordance with
Bermuda law.
(ix) It is not necessary or desirable to ensure the enforceability in Bermuda of this
Agreement or the Jurisdiction Agreement that they be registered in any register kept by, or
filed with, any governmental authority or regulatory body in Bermuda.
20
(x) Based solely on a review of a certified copy of the Company’s Memorandum of
Association, the Company has an authorized share capitalization as described in the
Prospectus. Based solely on a review of a certified copy of the Register of Members of the
Company prepared by the branch registrar of the Company (the “Register of Members”), dated
such date as stated in such counsel’s opinion, the issued share capital of the Company at
the date of the Register of Members consists of such number, as specified in such counsel’s
opinion and are duly authorized and validly issued, fully paid and nonassessable (which term
means, when used in this Section 7(d), that no further sums are required to be paid by the
holders thereof in connection with the issue thereof).
(xi) Subject to the requirement that any shares of the Company are listed on the
Exchange or on another appointed stock exchange (as defined in section 2(1) of the Companies
Act 1981), the Company has received permission under the Exchange Control Xxx 0000 (and
Regulations made thereunder) from the Bermuda Monetary Authority for: (i) the issue and
subsequent free transferability of the Company’s shares, up to the amount of its authorized
capital from time to time, to and among persons non-resident of Bermuda for exchange control
purposes; (ii) the issue and subsequent free transferability of up to 20% of the Company’s
shares in issue from time to time to persons resident in Bermuda for exchange control
purposes; and (iii) the issuance of options, warrants, depository receipts, rights, loan
notes and other securities of the Company and the subsequent free transferability thereof.
(xii) The Shares conform, as to legal matters, to the description of the Company’s
Common Shares found in the Prospectus under the caption “Description of Our Share Capital”
in all material respects.
(xiii) The issuance and sale of the Shares by the Company pursuant to this Agreement
will not constitute unlawful financial assistance by the Company under Bermuda law.
(xiv) Based solely on such counsel’s review of a certified copy of the Register of
Members of Platinum Bermuda dated as of the date set forth in such opinion, all of the
issued shares of Platinum Bermuda have been duly authorized and validly issued, fully paid
and non-assessable (as such term is defined above) and are registered in the name of the
Company.
(xv) Neither this Agreement nor the Jurisdiction Agreement will be subject to ad
valorem stamp duty in Bermuda and no registration, documentary, recording, transfer or other
similar tax, fee or charge is payable in Bermuda in connection with the execution, delivery,
filing, registration or performance of this Agreement or the Jurisdiction Agreement or the
delivery of the Shares by the Company to the Underwriter pursuant to this Agreement.
(xvi) Under current Bermuda law there is no Bermuda income tax, withholding tax,
capital gains tax, capital transfer tax, estate or inheritance tax, payable by investors who
are not resident in Bermuda (or are deemed not to be resident in Bermuda for Bermuda
exchange purposes).
(xvii) The Company and Platinum Bermuda have received from the Bermuda Minister of
Finance an assurance under The Exempted Undertakings Tax Protection Xxx 0000
21
of Bermuda to the effect that in the event Bermuda enacts any legislation imposing tax
computed on profits or income, or computed on any capital asset, gain or appreciation, or
any tax in the nature of estate duty or inheritance tax, then such tax will not apply to the
Company and Platinum Bermuda or to any of their operations or their shares, debentures or
other obligations, until March 28, 2016. This assurance does not preclude the application of
any tax or duty to persons that are “ordinarily resident” in Bermuda (the Company and
Platinum Bermuda are not “ordinary residents” in Bermuda) or the application of any tax
payable by the Company or Platinum Bermuda in respect of real property owned or leased by
the Company or Platinum Bermuda in Bermuda.
(xviii) The statements in the Prospectus under the captions “Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity
and Capital Resources—Liquidity Requirements” and “Business—Our Business—Regulation—Bermuda
Regulation,” “Description of Our Share Capital,” “Certain Tax Considerations—Taxation of the
Company, Platinum US, Platinum UK, Platinum Bermuda and Platinum Ireland—Bermuda” and
“Certain Tax Considerations—Taxation of Shareholders—Bermuda Taxation,” to the extent that
they constitute statements of Bermuda law, are accurate in all material respects.
(xix) The Company can xxx and be sued in its own name under the laws of Bermuda.
(xx) The choice of New York law as the governing law of this Agreement and the
Jurisdiction Agreement is a valid choice of law and would be recognized and given effect to
in any action brought before a court of competent jurisdiction in Bermuda, except for those
laws (i) which such court considers to be procedural in nature, (ii) which are revenue or
penal laws or (iii) the application of which would be inconsistent with public policy, as
such term is interpreted under the laws of Bermuda. The submission in the Jurisdiction
Agreement to the non-exclusive jurisdiction of the New York Courts (as defined in the
Jurisdiction Agreement) is valid and binding upon the Company.
(xxi) The courts of Bermuda would recognize as a valid judgment, a final and conclusive
judgment in personam, obtained in the New York Courts against the Company based upon this
Agreement and the Jurisdiction Agreement under which a sum of money is payable (other than a
sum of money payable in respect of multiple damages, taxes or other charges of a like nature
or in respect of a fine or other penalty) and would give a judgment based thereon provided
that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b)
such courts did not contravene the rules of natural justice of Bermuda, (c) such judgment
was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the
public policy of Bermuda, (e) no new admissible evidence relevant to the action is submitted
prior to the rendering of the judgment by the courts of Bermuda and (f) there is due
compliance in seeking validation of such judgment with the correct procedures under the laws
of Bermuda.
(xxii) Under Section 16 of the Companies Xxx 0000, the bye-laws of the Company shall
bind the Company and the members of the Company to the same extent as if such bye-
22
laws had been signed and sealed by each such member, and contain covenants on the part
of each such member to observe all the provisions of the bye-laws of the Company, except, as
provided in Section 17 of the Companies Xxx 0000, no member of the Company shall be bound by
an alteration made in the bye-laws after the date on which he became a member, if and so far
as the alteration requires him to take or subscribe for more shares than the number held by
him at the date on which the alteration is made, or in any way increases his liability as at
that date to contribute to the share capital of, or otherwise to pay money to, the Company
(unless the member agrees in writing, either before or after the alteration is made, to be
bound thereby).
(xxiii) Based solely on a search of the Register of Charges, maintained by the
Registrar of Companies pursuant to Section 55 of the Companies Xxx 0000, conducted on the
date identified in such opinion, there are no registered charges registered against the
Company or Platinum Bermuda.
(xxiv) Based solely upon a search of the Cause Book of the Supreme Court of Bermuda
conducted on the date identified in such opinion, there are no judgments, nor legal or
governmental proceedings pending in Bermuda to which either of the Company or Platinum
Bermuda is a party.
(xxv) The Underwriter will not be deemed to be resident, domiciled or carrying on
business in Bermuda by reason only of the execution, performance and enforcement of this
Agreement or the Jurisdiction Agreement.
(xxvi) The Underwriter has standing to bring an action or proceedings before the
appropriate courts in Bermuda for the enforcement of this Agreement or the Jurisdiction
Agreement. It is not necessary or advisable in order for the Underwriter to enforce its
rights under this Agreement or the Jurisdiction Agreement, including the exercise of
remedies thereunder, that it be licensed, qualified or otherwise entitled to carry on
business in Bermuda.
(xxvii) The Company and Platinum Bermuda have been designated as non-resident for the
purposes of the Exchange Control Act, 1972 and as such are free to acquire, hold and sell
foreign currency (including the payment of dividends and other distributions) and securities
without restriction. No currency exchange control laws or withholding taxes of Bermuda
apply to the payment of dividends (a) on the Common Shares by the Company or (b) by Platinum
Bermuda to the Company, except in each case as described in or contemplated by the
Prospectus; and Platinum Bermuda is not currently prohibited by any Bermuda law or
governmental authority, directly or indirectly, from paying any dividends to the Company,
from making any other distributions on its capital stock, from repaying to the Company any
loans or advances to it from the Company or from transferring any of its property or assets
to the Company, except as contemplated by the Prospectus.
(xxviii) Neither the Company nor Platinum Bermuda is entitled to any immunity under the
laws of Bermuda, whether characterized as sovereign immunity or otherwise, from any legal
proceedings to enforce this Agreement or the Jurisdiction Agreement in respect of itself or
its property.
23
(xxix) The procedure for the service of process on the Company through C.T. Corporation
System in New York, New York, United States of America, acting as agent for the Company, as
set out in Section 1(z) of this Agreement and in the Jurisdiction Agreement, would be
effective, in so far as Bermuda law is concerned, to constitute valid service of the
proceedings on the Company.
(e) Xxxxxxx X. Xxxxxxxxxxx, Executive Vice President, General Counsel and Secretary of the
Company, shall have furnished to you his written opinion (a draft of such opinion is attached as
Annex II(c) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the
effect that:
(i) The Company has been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each jurisdiction in which it owns or
leases properties or conducts any business so as to require such qualification, or is
subject to no material liability or disability by reason of failure to be so qualified in
any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this
clause upon opinions of local counsel and in respect of matters of fact upon certificates of
officers of the Company and of public officials, provided that such counsel shall state that
he believes that both you and he are justified in relying upon such opinions and
certificates);
(ii) To the best of such counsel’s knowledge and other than as set forth in the
Prospectus, there are no legal or governmental proceedings pending to which the Company or
any of its subsidiaries is a party or of which any property of the Company or any of its
subsidiaries is the subject which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a material adverse effect on the
consolidated financial position, shareholders’ equity or results of operations of the
Company and its subsidiaries, taken as a whole; and, to the best of such counsel’s
knowledge, no such proceedings are threatened or contemplated by governmental authorities or
threatened by others.
(iii) The issuance and sale by the Company of the Shares pursuant to and in the manner
contemplated by this Agreement and the compliance by the Company with all of the provisions
of this Agreement and the Jurisdiction Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, or give rise to a right of
termination under, any of the Filed Agreements or under any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument known to such counsel to which the
Company or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, other than such conflicts, breaches, violations, defaults and
termination rights which (A) would not individually or in the aggregate have a material
adverse effect on the consolidated financial position, shareholders’ equity or results of
operations of the Company and its subsidiaries, taken as a whole, (B) would not affect the
due authorization and valid issuance of the Shares; or (C) would not adversely affect the
consummation of the transactions contemplated hereby;
24
(iv) To the best of such counsel’s knowledge, neither the Company nor any of its
subsidiaries is (A) in violation of its bye-laws, its memorandum of association, its
certificate of incorporation or any of its other organizational documents or (B) in default
in the performance or observance of any material obligation, agreement, covenant or
condition contained in any of the Filed Agreements or in any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which it is a party or by which it
is bound or to which any of the property or assets of the Company or any of its subsidiaries
is subject, other than such defaults which (x) would not individually or in the aggregate
have a material adverse effect on the consolidated financial position, shareholders’ equity
or results of operations of the Company and its subsidiaries, taken as a whole (y) would not
affect the due authorization and valid issuance of the Shares; or (z) would not adversely
affect the consummation of the transactions contemplated hereby;
(v) Platinum US is duly licensed as an insurer or reinsurer, as the case may be, under
the Insurance Laws of each jurisdiction in which the conduct of its business requires such
licensing, except for such jurisdictions in which the failure of Platinum US to be so
licensed would not, individually or in the aggregate, have a material adverse effect on the
consolidated financial position, shareholders’ equity or results of operations of the
Company and its subsidiaries, taken as a whole. Platinum US has made all required filings
under applicable Insurance Laws in each jurisdiction where such filings are required, except
for such jurisdictions in which the failure to make such filings would not, individually or
in the aggregate, have a material adverse effect on the consolidated financial position,
shareholders’ equity or results of operations of the Company and its subsidiaries, taken as
a whole. Platinum US has all other necessary authorizations, approvals, orders, consents,
certificates, permits, registrations and qualifications of and from all insurance regulatory
authorities necessary to conduct its business as described in the Prospectus and all of the
foregoing are in full force and effect, except where the failure to have such
authorizations, approvals, orders, consents, certificates, permits, registrations or
qualifications or their failure to be in full force and effect would not, individually or in
the aggregate, have a material adverse effect on the consolidated financial position,
shareholder’s equity or results of operations of the Company and its subsidiaries, taken as
a whole. To such counsel’s knowledge, Platinum US has not received any notification from
any insurance regulatory authority or other governmental authority in the United States,
Ireland, the United Kingdom, Bermuda or elsewhere to the effect that any additional
authorization, approval, order, consent, certificate, permit, registration or qualification
is needed to be obtained by Platinum US; and, to such counsel’s knowledge, no insurance
regulatory authority has issued any order or decree impairing, restricting or prohibiting
the payment of dividends by Platinum US to its parent; and
(vi) Nothing came to such counsel’s attention in the course of his review that has
caused him to believe that the Registration Statement, as of its effective date (other than
the financial statements and related notes and schedules and other financial information
therein, as to which he need express no opinion) contained any untrue statement of a
material fact or omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, or that any of the Prospectus, as
of the date of the
25
Prospectus, and the documents incorporated therein by reference which were filed under
the Exchange Act, as of their respective dates (in each case, other than the financial
statements and related notes and schedules and other financial information therein, as to
which he need express no opinion) contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. Also, nothing has
come to such counsel’s attention that has caused him to believe that the Prospectus, as of
the date and time of delivery of his written opinion (other than the financial statements
and related notes and schedules and other financial information therein, as to which such
counsel need express no opinion), contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. Furthermore, such
counsel does not know of any amendment to the Registration Statement required to be filed or
of any contracts or other documents of a character required to be filed as an exhibit to the
Registration Statement or required to be incorporated by reference into the Prospectus or
required to be described in the Registration Statement or the Prospectus, which are not
filed or incorporated by reference or described as required.
In giving such opinion, such counsel may state that with respect to all matters of
United States federal and New York law he has relied upon the opinions of United States
counsel for the Company delivered pursuant to paragraph (c) of this Section 7.
(f) Funk & Xxxxxx, P.A., outside Maryland insurance regulatory counsel for the Company, shall
have furnished to you such written opinion or opinions (a draft of such opinion or opinions are
attached as Annex II(g) hereto) dated the Time of Delivery, in form and substance satisfactory to
you, to the effect that:
(i) The summaries of the provisions of the insurance laws of the State of Maryland made
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004
under the caption “Business—Regulation—U.S. Regulation” are true and complete in all
material respects. Such counsel may state that they do not assume any responsibility for
the accuracy or completeness of the statements made in the Registration Statement, the
Company’s Report on Form 10-K for the fiscal year ended December 31, 2004, the Prospectus or
any of the documents incorporated therein by reference which were filed under the Exchange
Act, except for the summaries of the provisions of the insurance laws of the State of
Maryland made under the caption “Business—Regulation—U.S. Regulation” in the Company’s
Annual Report on From 10-K for the fiscal year ended December 31, 2004.
(g) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30
a.m., New York City time, on the effective date of any post-effective amendment to the Registration
Statement filed subsequent to the date of this Agreement and also at the Time of Delivery, KPMG,
LLP shall have furnished to you a letter or letters, dated the respective dates of delivery
thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the
executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex
I(a) hereto and a draft of the form of the letter to be delivered on the effective date of any
post-
26
effective amendment to the Registration Statement and as of the Time of Delivery is attached
as Annex I(b) hereto);
(h) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of
the latest audited financial statements included or incorporated by reference in the Prospectus,
any loss or interference with its business from fire, explosion, flood or other calamity, whether
or not covered by insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Prospectus, and (ii) since the
respective dates as of which information is given in the Prospectus, there shall not have been any
change in the capital stock, capital or surplus or long-term debt of the Company (other than upon
exercise of director or employee options in the ordinary course of business pursuant to an employee
plan of the Company, or upon the exercise, conversion or exchange of convertible or exchangeable
securities or options in the ordinary course of business outstanding as of the date of this
Agreement or upon the exercise of the purchase contracts forming a part of the Company’s equity
security units in the ordinary course of business outstanding as of the date of this Agreement) or
any of its subsidiaries or any change, or any development involving a prospective change, in or
affecting the general affairs, management, financial position, shareholders’ equity or results of
operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or
(ii), is in the judgment of the Underwriter so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the Shares being delivered at
the Time of Delivery on the terms and in the manner contemplated in the Prospectus;
(i) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded
the Company’s debt securities or the Company’s financial strength or claims paying ability by any
“nationally recognized statistical rating organization,” as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative implications, its rating
of any of the Company’s debt securities or the Company’s financial strength or claims paying
ability;
(j) On or after the date hereof there shall not have occurred any of the following: (i) a
suspension or material limitation in trading in securities generally on the New York Stock
Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the
New York Stock Exchange; (iii) a general moratorium on commercial banking activities in New York or
London declared by the relevant authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States or the United Kingdom; (iv) a
change or development involving a prospective change in Bermuda taxation affecting the Company or
the Shares or the transfer thereof; (v) the outbreak or escalation of hostilities involving the
United States, the United Kingdom or Bermuda or the declaration by the United States, the United
Kingdom or Bermuda of a national emergency or war or (vi) the occurrence of any other calamity or
crisis or any change in financial, political or economic conditions in the United States, the
United Kingdom, Bermuda or elsewhere, if the effect of any such event specified in clause (v) or
(vi) in the judgment of the Underwriter makes it impracticable or inadvisable to proceed with the
offering contemplated
27
hereby or the delivery of the Shares being delivered at the Time of Delivery on the terms and
in the manner contemplated in the Prospectus;
(k) The Shares to be sold at the Time of Delivery shall have been duly listed on the Exchange;
(l) (i) The Company has obtained and delivered to the Underwriter executed copies of an
agreement from each of the Company’s executive officers and directors substantially to the effect
set forth in Section 5(e) hereof in form and substance satisfactory to you; and (ii) at the request
of the Underwriter, the Company has obtained and delivered to the Underwriter an executed copy of
an agreement from RenaissanceRe Holdings, Ltd., a Bermuda company, substantially to the effect set
forth in Section 5(e) hereof in form and substance satisfactory to you, provided, however, that
such agreements shall be effective during the period beginning from the date hereof and continuing
to and including the date 90 days after the date of the Prospectus.
(m) The Company shall have complied with the provisions of Section 5(c) hereof with respect to
the furnishing of prospectuses on the New York Business Day next succeeding the date of this
Agreement; and
(n) The Company shall have furnished or caused to be furnished to you at the Time of Delivery
certificates of officers of the Company reasonably satisfactory to you as to the accuracy of the
representations and warranties of the Company herein at and as of the Time of Delivery, as to the
performance by the Company of all of its obligations hereunder to be performed at or prior to the
Time of Delivery, as to the matters set forth in subsections (a) and (h) of this Section 7 and as
to such other matters as you may reasonably request.
8. (a) The Company will indemnify and hold harmless the Underwriter against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse the Underwriter for any legal or
other expenses reasonably incurred by the Underwriter in connection with investigating or defending
any such action or claim as such expenses are incurred; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written information furnished
to the Company by the Underwriter expressly for use therein.
(b) The Underwriter will indemnify and hold harmless the Company against any losses, claims,
damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state
28
therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the Company by the
Underwriter expressly for use therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or defending any such
action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice
of the commencement of any action, such indemnified party shall, if a claim in respect thereof is
to be made against the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; provided, however, that the omission to notify the
indemnifying party shall not relieve it from any liability which it may have to any indemnified
party, except to the extent it has been materially prejudiced thereby, and in any event it shall
not relieve it from any liability otherwise than under subsection (a) or (b) of this Section 8. In
case any such action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the indemnified party, be counsel
to the indemnifying party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or claim in respect of
which indemnification or contribution may be sought hereunder (whether or not the indemnified party
is an actual or potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act, by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to
hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriter on the other from the offering of the Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriter on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or liabilities (or actions
in respect thereof), as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the
29
Underwriter on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Shares purchased under this Agreement (before deducting expenses)
received by the Company, bear to the total underwriting discounts and commissions received by the
Underwriter, in each case as set forth in the Prospectus. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied
by the Company on the one hand or the Underwriter on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriter agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection
(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), the Underwriter shall not be required to contribute any amount
in excess of the amount by which the total price at which the Shares underwritten by it and
distributed to the public were offered to the public exceeds the amount of any damages which the
Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission.
(e) The obligations of the Company under this Section 8 shall be in addition to any liability
which the Company may otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls the Underwriter within the meaning of the Act; and the obligations of
the Underwriter under this Section 8 shall be in addition to any liability which the Underwriter
may otherwise have and shall extend, upon the same terms and conditions, to each officer and
director of the Company (including any person who, with his or her consent, is named in the
Registration Statement as about to become a director of the Company) and to each person, if any,
who controls the Company within the meaning of the Act.
9. The respective indemnities, agreements, representations, warranties and other statements of
the Company and the Underwriter, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf of the Underwriter,
or any officer or director or controlling person of the Underwriter or the Company, or any officer
or director or controlling person of the Company, and shall survive delivery of and payment for the
Shares.
10. If this Agreement shall be terminated pursuant to any of the provisions hereof the Company
shall not then be under any liability to the Underwriter except as provided in Sections 6 and 8
hereof; but, if for any other reason any Shares are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriter for all out-of-pocket expenses approved
in writing by you, including fees and disbursements of counsel, reasonably incurred by the
Underwriter in making preparations for the purchase, sale and delivery of the Shares not so
delivered, but the Company, shall then be under no further liability to the Underwriter except as
provided in Sections 6 and 8 hereof.
30
11. In respect of any judgment or order given or made for any amount due hereunder that is
expressed and paid in currency (the “judgment currency”) other than United States dollars, the
party against whom such judgment or order has been given or made will indemnify each party in whose
favor such judgment or order has been given or made (the “Indemnitee”) against any loss incurred by
the Indemnitee as a result of any variation as between (i) the rate of exchange at which the United
States dollar amount is converted into the judgment currency for the purpose of such judgment or
order and (ii) the rate of exchange at which the Indemnitee is able to purchase United States
dollars with the amount of the judgment currency actually received by such Indemnitee. The
foregoing indemnity shall constitute a separate and independent obligation of the Company and the
Underwriter and shall continue in full force and effect notwithstanding any such judgment or order
as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable
in connection with the purchase of or conversion into United States dollars.
12. All statements, requests, notices and agreements hereunder shall be in writing, and if to
the Underwriter shall be delivered or sent by mail or facsimile transmission to you at Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxx Xxxxx, Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Equity Capital Markets; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the Prospectus,
Attention: Secretary or to the Company by fax at (000) 000-0000. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriter,
the Company and, to the extent provided in Sections 8 and 9 hereof, the officers and directors of
the Company and each person who controls the Company or the Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no other person shall acquire or have
any right under or by virtue of this Agreement. No purchaser of any of the Shares from the
Underwriter shall be deemed a successor or assign by reason merely of such purchase.
14. Time shall be of the essence of this Agreement. As used herein, the term “business day”
shall mean any day when the Commission’s office in Washington, D.C. is open for business.
15. 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 laws rules of such state.
16. This Agreement may be executed by any one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
17. Notwithstanding anything herein to the contrary, The Company is authorized, subject to
applicable law, to disclose any and all aspects of this potential transaction that are necessary to
support any U.S. federal income tax benefits expected to be claimed with respect to such
transaction and all materials of any kind (including tax opinions and other tax analyses) related
to those benefits, without the Underwriter imposing any limitation of any kind.
18. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant
to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand,
and the Underwriter, on the other, (ii) in connection therewith and with the process leading to
such transaction the Underwriter is acting solely as a principal and not the agent or fiduciary of
the
31
Company, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in
favor of the Company with respect to the offering contemplated hereby or the process leading
thereto (irrespective of whether the Underwriter has advised or is currently advising the Company
on other matters) or any other obligation to the Company except the obligations expressly set forth
in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the
extent it deemed appropriate; the Company agrees that it will not claim that the Underwriter has
rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the
Company, in connection with such transaction or the process leading thereto.
19. This Agreement supersedes all prior agreements and understandings (whether written or
oral) between the Company and the Underwriter with respect to the subject matter hereof.
20. The Company and the Underwriter hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby.
32
If the foregoing is in accordance with your understanding, please sign and return to us
counterparts hereof, and upon the acceptance hereof by you, on behalf of the Underwriter, this
letter and such acceptance hereof shall constitute a binding agreement between the Underwriter and
the Company.
Very truly yours, | ||||
Platinum Underwriters Holdings, Ltd. | ||||
By: | /s/ Xxxxxxx X. Xxxxxxxxxxx | |||
Name: Xxxxxxx X. Xxxxxxxxxxx | ||||
Title: Executive Vice President, General Counsel and Secretary |
[Underwriting Agreement]
Accepted as of the date hereof:
XXXXXXX XXXXX & CO. | ||||
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX | ||||
INCORPORATED | ||||
BY:
|
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX | |||
INCORPORATED | ||||
By: |
/s/ Xxxxxx X. (Xxxx) Xxxxxxxxx | |||
Name: Xxxxxx X. (Xxxx) Xxxxxxxxx | ||||
Title: Managing Director |
[Underwriting Agreement]
ANNEX I
FORM OF COMFORT LETTER
Pursuant to Section 7(i) of the Underwriting Agreement, the accountants shall furnish letters
to the Underwriter to the effect that:
(i) They are an independent registered public accounting firm with respect to the
Company, Predecessor and their respective subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder and the Public Company Accounting
Oversight Board (United States) (the “PCAOB”);
(ii) In their opinion, the financial statements and any supplementary financial
information and schedules examined by them and included or incorporated by reference in the
Prospectus or the Registration Statement comply as to form in all material respects with the
applicable accounting requirements of the Act or the Exchange Act, as applicable, and the
related published rules and regulations thereunder; and they have made a review in
accordance with standards established by the PCAOB of the consolidated interim financial
statements and selected financial data derived from audited financial statements of the
Company and Predecessor for the periods specified in such letter;
(iii) They have made a review in accordance with standards established by the PCAOB of
the unaudited condensed consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the Prospectus and/or included in the
Company’s quarterly report on Form 10-Q included in or incorporated by reference into the
Prospectus; and on the basis of specified procedures including inquiries of officials of the
Company who have responsibility for financial and accounting matters regarding whether the
unaudited condensed consolidated financial statements referred to in paragraph (v)(A)(i)
below comply as to form in all material respects with the applicable accounting requirements
of the Act and the Exchange Act and the related published rules and regulations, nothing
came to their attention that caused them to believe that the unaudited condensed
consolidated financial statements do not comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act and the related published
rules and regulations;
(iv) The unaudited selected financial information with respect to the consolidated
results of operations and financial position of the Company for the years ended December 31,
2004 and 2003, and the period ended December 31, 2002, and with respect to the results of
operations of Predecessor for the period January 1, 2002, through November 1, 2002 and for
the years ended December 31, 2001 and 2000 included in the Prospectus and included or
incorporated by reference in Item 6 of the Company’s Annual Report on Form 10-K for the most
recent fiscal year agrees with the corresponding amounts (after restatement where
applicable) in the audited consolidated financial statements for such fiscal years and
periods of the Company and the Predecessor, as applicable, which were included or
incorporated by reference in the Annual Reports on Form 10-K for the Company or the
Predecessor, as applicable, for such fiscal years;
(v) On the basis of limited procedures, not constituting an examination in accordance
with generally accepted auditing standards, consisting of a reading of the unaudited
financial statements and other information referred to below, a reading of the latest
available interim financial statements of the Company and its subsidiaries, inspection of
the minute books of the Company its subsidiaries since the date of the latest audited
financial statements included or incorporated by reference in the Prospectus, inquiries of
officials of the Company and its subsidiaries responsible for financial and accounting
matters and such other inquiries and procedures as may be specified in such letter, nothing
came to their attention that caused them to believe that:
(A) (i) the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows (x) included
in the Prospectus and/or (y) included or incorporated by reference from the
Company’s Quarterly Reports on Form 10-Q do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act as it
applies to Form 10-Q and the related published rules and regulations, or (ii) any
material modifications should be made to the unaudited condensed consolidated
statements of income, consolidated balance sheets and consolidated statements of
cash flows included in the Prospectus or included in the Company’s Quarterly
Reports on Form 10-Q incorporated by reference in the Prospectus for them to be in
conformity with generally accepted accounting principles;
(B) any other unaudited income statement data and balance sheet items included
in the Prospectus do not agree with the corresponding items in the unaudited
consolidated financial statements from which such data and items were derived, and
any such unaudited data and items were not determined on a basis substantially
consistent with the basis for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference from the Company’s
Annual Report on Form 10-K for the most recent fiscal year;
(C) the unaudited financial statements which were not included in the
Prospectus but from which were derived any unaudited condensed financial statements
referred to in clause (A) and any unaudited income statement data and balance sheet
items included in the Prospectus and referred to in clause (B) were not determined
on a basis substantially consistent with the basis for the audited consolidated
financial statements included or incorporated by reference from the Company’s
Annual Report on Form 10-K for the most recent fiscal year;
(D) as of a specified date not more than five days prior to the date of such
letter, there have been any changes in the common shares or capital (other than
issuances of shares upon exercise of director or employee options, upon the
exercise, conversion or exchange of convertible or exchangeable securities or
options or upon the exercise of the purchase contracts forming a part of the
Company’s equity security units, in each case which were outstanding on the date of
the latest balance sheet included or incorporated by reference in the Prospectus)
or any increase in the debt obligations of the Company and its subsidiaries, in
each case as compared with amounts shown in the latest balance sheet included or
incorporated by reference in the Prospectus, except in each case for changes,
2
increases or decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and
(vi) In addition to the examination referred to in their report(s) included or
incorporated by reference in the Prospectus and the limited procedures, inspection of minute
books, inquiries and other procedures referred to in paragraphs (iii) and (v) above, they
have carried out certain specified procedures, not constituting an examination in accordance
with generally accepted auditing standards, with respect to certain amounts, percentages and
financial information specified by the Underwriter, which are derived from the general
accounting records of the Company, Predecessor and their respective subsidiaries, which
appear in the Prospectus (excluding documents incorporated by reference), or in Part II of,
or in exhibits and schedules to, the Registration Statement specified by the Underwriter, or
in documents incorporated by reference in the Prospectus specified by the Underwriter, and
have compared certain of such amounts, percentages and financial information with the
accounting records of the Company, Predecessor and their respective subsidiaries and have
found them to be in agreement.
3
Schedule I
Filed Agreements to which Platinum Underwriters Holdings, Ltd., a Bermuda | Governing | |||
company (the “Company”), is a party | Law | |||
•
|
Formation and Separation Agreement, dated as of October 28, 2002 (the “Formation and Separation Agreement”),between the Company and St. Xxxx (as defined herein). | New York | ||
•
|
Master Services Agreement, dated November 1, 2002 (the “Master Services Agreement”), as amended by that certain Letter Agreement dated June 30, between the Company and St. Xxxx. | New York | ||
•
|
Registration Rights Agreement, dated November 1, 2002 (the “Registration Rights Agreement”), between the Company and St. Xxxx. | New York | ||
•
|
Option Agreement, dated November 1, 2002 (the “St. Xxxx Option Agreement”), between the Company and St. Xxxx. | New York | ||
•
|
Option Agreement, dated November 1, 2002 (the “Fire and Marine Option Agreement”), between the Company, St. Xxxx and Fire and Marine (as defined herein). | New York | ||
•
|
Option Agreement, dated November 1, 2002 (the “St. Xxxx Re UK Option Agreement”), between the Company, St. Xxxx and St. Xxxx Reinsurance Company Limited, a limited liability company incorporated under the laws of England (“St. Xxxx Re UK”). | New York | ||
•
|
Purchase Contract Agreement, dated as of November 1, 2002, between the Company and JPMorgan Chase Bank, as Purchase Contract Agent. | New York | ||
•
|
Indenture, dated October 10, 2002 (the “Base Indenture”), among the Company, Platinum Finance (as defined herein) and JPMorgan Chase Bank, as Trustee. | New York | ||
•
|
First Supplemental Indenture, dated November 1, 2002 (the “Supplemental Indenture”), among the Company, Platinum Finance and JPMorgan Chase Bank as Trustee. | New York | ||
•
|
Pledge Agreement, dated as of November 1, 2002 (the “Pledge Agreement”), among the Company, State Street Bank and Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary, and JPMorgan Chase Bank, as Purchase Contract Agent. | New York | ||
•
|
Investment Agreement, dated September 20, 2002, as amended (the “RenRe Investment Agreement”), among the Company, St. Xxxx and RenRe (as defined herein). | New York | ||
•
|
Transfer Restrictions, Registration Rights and Standstill Agreement, dated November 1, 2002 (the “Transfer Restrictions, Registration Rights and Standstill Agreement”), between the Company and RenRe. | New York | ||
•
|
Option Agreement, dated November 1, 2002 (the “RenRe Option Agreement”), between the Company and RenRe. | New York |
Filed Agreements to which Platinum Underwriters Holdings, Ltd., a Bermuda | Governing | |||
company (the “Company”), is a party | Law | |||
•
|
Services and Capacity Reservation Agreement, dated as of November 1, 2002 (the “Services and Capacity Reservation Agreement”), between the Company and RenRe. | New York | ||
•
|
Guaranty dated as of December 31, 2003 (the “US Guaranty”) between the Company, as Guarantor, and Platinum US (as defined herein). | New York | ||
•
|
Guarantee dated as of December 31, 2003 (the “UK Guarantee”) between the Company, as Guarantor, and Platinum UK (as defined herein). | England and Wales | ||
•
|
Separation Agreement dated June 24, 2004 between Xxxxxxx X. Xxxxxx and the Company. | New York | ||
•
|
Employment Agreement dated June 24, 2004 between Xxxxxx X. Xxxxxx and the Company. | New York | ||
•
|
Amendment dated January 10, 2005 to the St. Xxxx Re UK Option Agreement. | New York | ||
•
|
Amendment dated January 10, 2005 to the St. Xxxx Option Agreement. | New York | ||
•
|
Amended and Restated Option Agreement dated November 18, 2004 between the Company and RenRe (as defined herein). | New York | ||
•
|
Investment Manager Agreement dated May 12, 2005 (the “BlackRock Investment Manager Agreement I”) between the Company, Platinum Bermuda (as defined herein), Platinum Ireland (as defined herein) and BlackRock Financial Management, Inc. (“BlackRock”). | New York | ||
•
|
Purchase Agreement, dated May 20, 2005 (the “GS Purchase Agreement”), by and among the Company, Platinum Finance and Xxxxxxx, Xxxxx & Co. | New York | ||
•
|
Jurisdiction Agreement, dated May 20, 2005 (the “GS Jurisdiction Agreement”), by and among the Company, Platinum Finance and Xxxxxxx, Sachs & Co. | New York | ||
•
|
Indenture dated as of May 26, 2005 (the “2005 Indenture”), between the Company, Platinum Finance and JPMorgan Chase Bank, N.A. | New York | ||
•
|
First Supplemental Indenture dated as of May 26, 2005 (the “2005 First Supplemental Indenture”) between the Company, Platinum Finance and JPMorgan Chase Bank, N.A. | New York | ||
•
|
Exchange and Registration Rights Agreement dated May 26, 2005 (the “2005 Registration Rights Agreement”) between the Company, Platinum Finance and Xxxxxxx, Xxxxx & Co. | New York | ||
•
|
First Amendment to the US Guaranty dated July 14,2005 (the “US Guaranty First Amendment”) between the Company, as Guarantor, and Platinum US. | New York | ||
•
|
Remarketing Agreement dated August 8, 2005 (the “Remarketing Agreement”) between the Company, Platinum Finance, Xxxxxxx, Sachs & Co. and Xxxxxxx Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. | New York | ||
•
|
Jurisdiction Agreement dated August 8, 2005 (the “Remarketing Jurisdiction Agreement”) between the Company, Platinum Finance, Xxxxxxx, Sachs & Co. and Xxxxxxx Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx | New York |
F-2
Filed Agreements to which Platinum Underwriters Holdings, Ltd., a Bermuda | Governing | |||
company (the “Company”), is a party | Law | |||
Incorporated. | ||||
•
|
Exchange and Registration Rights Agreement dated August 16, 2005 (the “Remarketing Registration Rights Agreement”) between the Company, Platinum Finance, Xxxxxxx, Sachs & Co. and Xxxxxxx Xxxxx & Co.and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. | New York | ||
•
|
Second Supplemental Indenture dated as of August 16, 2005 (the “Second Supplemental Indenture”) between the Company, Platinum Finance, Inc. and JPMorgan Chase Bank, N.A. New York |
Filed Agreements to which Platinum Underwriters Finance, Inc., a Delaware | Governing | |||
corporation (“Platinum Finance”), is a party | Law | |||
•
|
Base Indenture | New York | ||
•
|
Supplemental Indenture | New York | ||
•
|
Investment Manager Agreement dated May 12, 2005 (the “BlackRock Investment Manager Agreement II”) between Platinum US, Platinum Finance and BlackRock. | New York | ||
•
|
GS Purchase Agreement | New York | ||
•
|
GS Jurisdiction Agreement | New York | ||
•
|
2005 Indenture | New York | ||
•
|
2005 First Supplemental Indenture | New York | ||
•
|
2005 Registration Rights Agreement | New York | ||
•
|
Remarketing Agreement | New York | ||
•
|
Remarketing Jurisdiction Agreement | New York | ||
•
|
Remarketing Registration Rights Agreement | New York | ||
•
|
Second Supplemental Indenture | New York |
Filed Agreements to which Platinum Underwriters Reinsurance Inc., a Maryland | Governing | |||
domiciled insurance company (“Platinum US”), is a party | Law | |||
•
|
Employee Benefits and Compensation Matters Agreement, dated November 1, 2002 (the “Employee Matters Agreement”), between St. Xxxx and Platinum US. | New York | ||
•
|
Run-off Services Agreement, dated November 1, 2002 (the “US Run-Off Services Agreement”), between Platinum US, Mountain Ridge (as defined herein) and Fire & Marine. | New York | ||
•
|
Underwriting Management Agreement, dated November 1, 2002 (the “US Underwriting Agreement”), between Platinum US and Fire & Marine. | New York | ||
•
|
100% Quota Share Retrocession Agreement (Traditional), dated November 1, 2002 (the “US Quota Share Traditional”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – D-1), dated as of the First Time of Delivery (the “US Quota Share Non-Traditional D-1”), | Vermont |
F-3
Filed Agreements to which Platinum Underwriters Reinsurance Inc., a Maryland | Governing | |||
domiciled insurance company (“Platinum US”), is a party | Law | |||
between Platinum US and Mountain Ridge. | ||||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – A), dated November 1, 2002 (the “US Quota Share Non-Traditional A”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – B-1), dated November 1, 2002 (the “US Quota Share Non-Traditional B-1”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – B-2), dated November 1, 2002 (the “US Quota Share Non-Traditional B-2”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – C), dated November 1, 2002 (the “US Quota Share Non-Traditional C”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – D Stop Loss), dated as of the First Time of Delivery (the “US Quota Share Non-Traditional D Stop Loss”), between Platinum US and Mountain Ridge. | Vermont | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – D Spread Loss), dated November 1, 2002 (the “US Quota Share Non-Traditional D Spread Loss”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – D-3), dated November 1, 2002 (the “US Quota Share Non-Traditional D-3”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – D-4), dated November 1, 2002 (the “US Quota Share Non-Traditional D-4”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – E), dated November 1, 2002 (the “US Quota Share Non-Traditional E”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Traditional), dated November 1, 2002 (the “UK Quota Share Traditional”), between Platinum US and St. Xxxx Re UK. | England | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – A), dated November 1, 2002 (the “UK Quota Share Non-Traditional A”), between Platinum US and St. Xxxx Re UK. | England | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – B-1), dated November 1, 2002 (the “UK Quota Share Non-Traditional B-1”), between Platinum US and St. Xxxx Re UK. | England | ||
•
|
Revised and Amended Trust Agreement, dated November 1, 2002, as amended December 12, 2002 (the “Fire and Marine Trust Agreement”), among Platinum US, Fire and Marine and the Trustee Bank named therein. | Massachusetts | ||
•
|
Revised and Amended Trust Agreement, dated as of November 1, 2002 and | Massachusetts |
F-4
Filed Agreements to which Platinum Underwriters Reinsurance Inc., a Maryland | Governing | |||
domiciled insurance company (“Platinum US”), is a party | Law | |||
amended as of December 12, 2002 (the “Mountain Ridge Trust Agreement”), among Platinum US, Mountain Ridge and the Trustee Bank named therein. | ||||
•
|
Trust Agreement effective as of January 1, 2003 (the “Bermuda Trust Agreement”) among Platinum Bermuda (as defined herein), Platinum US and State Street Bank and Trust Company. | Massachusetts | ||
•
|
Quota Share Retrocession Agreement (the “US/Bermuda Quota Share Agreement”) by and between Platinum Bermuda and Platinum US dated as of May 13, 2003, as amended by that certain Addendum dated as of December 31, 2003. | New York | ||
•
|
Aggregate Excess of Loss Retrocession Agreement, dated June 11, 2003 (the “Excess of Loss Agreement”), between Platinum US and Mountain Ridge. | Vermont | ||
•
|
Commutation and Release Agreement, dated June 11, 2003 (“Commutation and Release”) between Platinum US and Mountain Ridge. | New York | ||
•
|
Referral Agreement between Platinum US and Renaissance Underwriting Managers Ltd. | New York | ||
•
|
Novation and Transfer Agreement for the Multi-Line Excess of Loss Reinsurance Agreement, dated September 16, 2003 (the “Wisconsin Mutual Multi-Line Novation Agreement”), among Platinum US, Fire & Marine and Wisconsin Mutual Insurance Company, effective as of January 1, 2003. | New York | ||
•
|
Novation and Transfer Agreement for the Casualty Excess of Loss Reinsurance Agreement, dated September 16, 2003 (the “Casualty Novation Agreement”), among Platinum US, Fire & Marine and Wisconsin Mutual Insurance Company, effective as of January 1, 2003. | New York | ||
•
|
Novation and Transfer Agreement for the First Property Catastrophe Excess of Loss Reinsurance Agreement, dated September 16, 2003 (the “First Property Catastrophe Novation Agreement”), among Platinum US, Fire & Marine and Wisconsin Mutual Insurance Company, effective as of January 1, 2003. | New York | ||
•
|
Novation and Transfer Agreement for the Second Property Catastrophe Excess of Loss Reinsurance Agreement, dated September 16, 2003 (the “Second Property Catastrophe Novation Agreement”), among Platinum US, Fire & Marine and Wisconsin Mutual Insurance Company, effective as of January 1, 2003. | New York | ||
•
|
Novation and Transfer Agreement for the Third Property Catastrophe Excess of Loss Reinsurance Agreement, dated September 16, 2003 (the “Third Property Catastrophe Novation Agreement”), among Platinum US, Fire & Marine and Wisconsin Mutual Insurance Company, effective as of January 1, 2003. | New York | ||
•
|
Novation and Transfer Agreement for the Casualty Clash Excess of Loss reinsurance contract among Platinum US, Fire & Marine and Crusader Insurance Company, effective as of January 1, 2003 (the “Casualty Clash Novation Agreement”). | New York | ||
•
|
Novation and Transfer Agreement for the Property Clash Excess of Loss reinsurance contract among Platinum US, Fire & Marine and Crusader | New York |
F-5
Filed Agreements to which Platinum Underwriters Reinsurance Inc., a Maryland | Governing | |||
domiciled insurance company (“Platinum US”), is a party | Law | |||
Insurance Company, effective as of January 1, 2003 (the “Property Clash Novation Agreement”). | ||||
•
|
Novation and Transfer Agreement for the Multi Line Excess of Loss reinsurance contract among Platinum US, St. Xxxx Fire & Marine Insurance Company and Crusader Insurance Company, effective as of January 1, 2003 (the “Crusader Multi-Line Novation Agreement”). | New York | ||
•
|
Indexed Warranty Excess of Loss Reinsurance Contract, effective June 11, 2003, between Renaissance Reinsurance Ltd. And Platinum US. | Bermuda | ||
•
|
Combined Catastrophe Excess of Loss Reinsurance Contract effective January 1, 2003 for the Alfa Insurance Group. | |||
•
|
Addendum No. 6 to the Interests and Liabilities Agreement with respect to the Combined Catastrophe Excess of Loss Reinsurance Contract between members of the Alfa Insurance Group, Fire & Marine and Platinum US (the “Alfa Addendum”). | |||
•
|
US Guaranty | New York | ||
•
|
Excess of Loss Retrocession Agreement dated as of April 15, 2004 between Platinum UK and Platinum US (the “Excess of Loss Retrocession Agreement”). | England | ||
•
|
Novation and Transfer Agreement for the Property Catastrophe Excess of Loss Reinsurance Agreement, dated February 19, 2004, among Platinum US, Fire & Marine and Germantown Mutual Insurance Company, effective as of January 1, 2003 (the “Property Catastrophe Novation Agreement”). | New York | ||
•
|
Novation and Transfer Agreement for the Workers’ Compensation and Employer’s Liability Excess of Loss Reinsurance Agreement, dated February 19, 2004, among Platinum US, Fire & Marine and Germantown Mutual Insurance Company, effective as of January 1, 2003 (the “Workers’Compensation Excess of Loss Novation Agreement”). | New York | ||
•
|
Novation and Transfer Agreement for the Property Per Risk Excess of Loss Reinsurance Agreement, dated February 19, 2004, among Platinum US, Fire & Marine and Germantown Mutual Insurance Company, effective as of January 1, 2003 (the “Property Per Risk Novation Agreement”). | New York | ||
•
|
Novation and Transfer Agreement for the Casualty Excess of Loss Reinsurance Agreement, dated February 19, 2004, among Platinum US, Fire & Marine and Germantown Mutual Insurance Company, effective as of January 1, 2003 (the “Germantown Casualty Novation Agreement”). | New York | ||
•
|
Property Catastrophe Excess of Loss Reinsurance Contract dated September 10, 2003 between the Glencoe Group of Companies and Platinum US (15% participation) | New York | ||
•
|
Property Catastrophe Excess of Loss Reinsurance Contract dated September 10, 2003 between the Glencoe Group of Companies and Platinum US (5% participation). | New York | ||
•
|
Employment Agreement dated August 4, 2004 between Xxxxxxx X. Xxxxx and Platinum US. | New York |
F-6
Filed Agreements to which Platinum Underwriters Reinsurance Inc., a Maryland | Governing | |||
domiciled insurance company (“Platinum US”), is a party | Law | |||
•
|
Letter Agreement dated June 24, 2004 between H. Xxxxxxxxx Xxxxxxxx and Platinum US. | New York | ||
•
|
Investment Management Agreement dated May 12, 2005 between Platinum US and Hyperion Capital Management, Inc. (“Hyperion”). | New York | ||
•
|
BlackRock Investment Manager Agreement II. | New York | ||
•
|
Excess of Loss Retrocession Agreement (the “2005 Excess of Loss Agreement”), between Platinum UK and Platinum US, effective as of April 1, 2005. | England | ||
•
|
Addendum No. 2 to the Quota Share Retrocession Agreement dated as of January 1, 2004 between Platinum Bermuda and Platinum US, effective as of April 1, 2005 (“US/Bermuda Quota Share Agreement Addendum No. 2”). | |||
•
|
US Guaranty First Amendment. | New York |
Filed Agreements to which Platinum Re (UK) Limited, a limited liability company | Governing | |||
incorporated under the laws of England (“Platinum UK”), is a party | Law | |||
•
|
U.K. Master Services Agreement, dated November 1, 2002 (the “UK Master Services Agreement”), as amended by that certain Addendum dated December 10, 2003, between St. Xxxx Re UK and Platinum UK. | England | ||
•
|
U.K. Run-off Services Agreement, dated November 1, 2002 (the “UK Run-Off Services Agreement”), between St. Xxxx Re UK and Platinum UK. | England | ||
•
|
U.K. Underwriting Agency and Underwriting Management Agreement, dated November 1, 2002 (the “UK Underwriting Agreement”), between Platinum UK and St. Xxxx Re UK. | England | ||
•
|
U.K. Business Transfer Agreement, dated November 1, 2002 (the “UK Business Transfer Agreement”), between Platinum UK, St. Xxxx Re UK and St. Xxxx Management Limited. | England | ||
•
|
Quota Share Retrocession Agreement dated November 26, 2002 (the “UK/Bermuda Quota Share Agreement”), between Platinum Bermuda and Platinum UK. | Massachusetts | ||
•
|
Security Agreement dated as of November 26, 2002 (the “Security Agreement”), between Platinum Bermuda and Platinum UK. | Massachusetts | ||
•
|
Control Agreement dated as of November 26, 2002 (the “Control Agreement”), by and among Platinum Bermuda, Platinum UK and State Street Bank and Trust Company. | New York | ||
•
|
Alliance Capital Management L.P. Discretionary Investment Advisory Agreement dated as of November 26, 2002 (the “Investment Advisory Agreement”), with Platinum Bermuda and Platinum UK. | New York | ||
•
|
UK Guarantee | England and Wales | ||
•
|
Excess of Loss Retrocession Agreement | England | ||
•
|
Addendum No. 1 effective January 1, 2004, to the Security Agreement dated as of November 26, 2002, between Platinum Bermuda and Platinum UK (the | Massachusetts |
F-7
Filed Agreements to which Platinum Re (UK) Limited, a limited liability company | Governing | |||
incorporated under the laws of England (“Platinum UK”), is a party | Law | |||
“Security Agreement Addendum”). | ||||
•
|
Quota Share Retrocession Agreement dated as of March 27,2003 between Platinum UK and Platinum Bermuda (the “UK/Bermuda Quota Share Agreement II”). | England | ||
•
|
Addendum No. 1 effective April 1, 2003, to the Quota Share Retrocession Agreement dated as of March 27, 2003, between Platinum UK and Platinum Bermuda (the “Quota Share Agreement Addendum No. 1”) | England | ||
•
|
Addendum No. 2 effective March 27, 2003, to the Quota Share Retrocession Agreement dated as of March 27, 2003, between Platinum UK and Platinum Bermuda (the “Quota Share Agreement Addendum No. 2”) | England | ||
•
|
Investment Manager Agreement dated May 12, 2005 between Platinum UK and BlackRock. | New York | ||
•
|
2005 Excess of Loss Agreement | England |
Filed Agreements to which Platinum Underwriters Bermuda, Ltd., a Bermuda company | Governing | |||
(“Platinum Bermuda”), is a party | Law | |||
•
|
Bermuda Trust Agreement | Massachusetts | ||
•
|
US/Bermuda Quota Share Agreement | New York | ||
•
|
UK/Bermuda Quota Share Agreement | Massachusetts | ||
•
|
Security Agreement | Massachusetts | ||
•
|
Control Agreement | Massachusetts | ||
•
|
Investment Advisory Agreement | New York | ||
•
|
Referral Agreement between Platinum Bermuda and Renaissance Underwriting Managers Ltd. | Bermuda | ||
•
|
Security Agreement Addendum | Massachusetts | ||
•
|
UK/Bermuda Quota Share Agreement II | England | ||
•
|
Quota Share Agreement Addendum No. 1 | England | ||
•
|
Quota Share Agreement Addendum No. 2 | England | ||
•
|
Investment Management Agreement dated May 12, 2005 between Platinum Bermuda and Hyperion. | New York | ||
•
|
BlackRock Investment Manager Agreement I. | New York | ||
•
|
US/Bermuda Quota Share Agreement Xxxxxxxx Xx. 0 | Xxx Xxxx |
Filed Agreements to which Platinum Regency Holdings, an Irish company (“Platinum | Governing | |||
Ireland”), is a party | Law | |||
•
|
BlackRock Investment Manager Agreement I. | New York |
Filed Agreements to which RenaissanceRe Holdings, Ltd., a Bermuda company | Governing | |||
(“RenRe”), is a party | Law | |||
•
|
RenRe Investment Agreement | New York | ||
•
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Transfer Restrictions and Registration Rights Agreement | New York | ||
•
|
RenRe Option Agreement | New York | ||
•
|
Services and Capacity Reservation Agreement | New York |
F-8
Filed Agreements to which Platinum Underwriters Holdings, Ltd., a Bermuda | Governing | |||
company (the “Company”), is a party | Law | |||
•
|
Formation and Separation Agreement, dated as of October 28, 2002 (the “Formation and Separation Agreement”), between the Company and St. Xxxx (as defined herein). | New York | ||
•
|
Master Services Agreement, dated November 1, 2002 (the “Master Services Agreement”), as amended by that certain Letter Agreement dated June 30, between the Company and St. Xxxx. | New York | ||
•
|
Registration Rights Agreement, dated November 1, 2002 (the “Registration Rights Agreement”), between the Company and St. Xxxx. | New York | ||
•
|
Option Agreement, dated November 1, 2002 (the “St. Xxxx Option Agreement”), between the Company and St. Xxxx. | New York | ||
•
|
Option Agreement, dated November 1, 2002 (the “Fire and Marine Option Agreement”), between the Company, St. Xxxx and Fire and Marine (as defined herein). | New York | ||
•
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Option Agreement, dated November 1, 2002 (the “St. Xxxx Re UK Option Agreement”), between the Company, St. Xxxx and St. Xxxx Reinsurance Company Limited, a limited liability company incorporated under the laws of England (“St. Xxxx Re UK”). | New York | ||
•
|
Purchase Contract Agreement, dated as of November 1, 2002, between the Company and JPMorgan Chase Bank, as Purchase Contract Agent. | New York | ||
•
|
Indenture, dated October 10, 2002 (the “Base Indenture”), among the Company, Platinum Finance (as defined herein) and JPMorgan Chase Bank, as Trustee. | New York | ||
•
|
First Supplemental Indenture, dated November 1, 2002 (the “Supplemental Indenture”), among the Company, Platinum Finance and JPMorgan Chase Bank as Trustee. | New York | ||
•
|
Pledge Agreement, dated as of November 1, 2002 (the “Pledge Agreement”), among the Company, State Street Bank and Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary, and JPMorgan Chase Bank, as Purchase Contract Agent. | New York | ||
•
|
Investment Agreement, dated September 20, 2002, as amended (the “RenRe Investment Agreement”), among the Company, St. Xxxx and RenRe (as defined herein). | New York | ||
•
|
Transfer Restrictions, Registration Rights and Standstill Agreement, dated November 1, 2002 (the “Transfer Restrictions, Registration Rights and Standstill Agreement”), between the Company and RenRe. | New York | ||
•
|
Option Agreement, dated November 1, 2002 (the “RenRe Option Agreement”), between the Company and RenRe. | New York | ||
•
|
Services and Capacity Reservation Agreement, dated as of November 1, 2002 (the “Services and Capacity Reservation Agreement”), between the Company and RenRe. | New York |
F-9
Filed Agreements to which Platinum Underwriters Holdings, Ltd., a Bermuda | Governing | |||
company (the “Company”), is a party | Law | |||
•
|
Guaranty dated as of December 31, 2003 (the “US Guaranty”) between the Company, as Guarantor, and Platinum US (as defined herein). | New York | ||
•
|
Guarantee dated as of December 31, 2003 (the “UK Guarantee”) between the Company, as Guarantor, and Platinum UK (as defined herein). | England and Wales | ||
•
|
Separation Agreement dated June 24, 2004 between Xxxxxxx X. Xxxxxx and the Company. | New York | ||
•
|
Employment Agreement dated June 24, 2004 between Xxxxxx X. Xxxxxx and the Company. | New York | ||
•
|
Amendment dated January 10, 2005 to the St. Xxxx Re UK Option Agreement. | New York | ||
•
|
Amendment dated January 10, 2005 to the St. Xxxx Option Agreement. | New York | ||
•
|
Amended and Restated Option Agreement dated November 18, 2004 between the Company and RenRe (as defined herein). | New York | ||
•
|
Investment Manager Agreement dated May 12, 2005 (the “BlackRock Investment Manager Agreement I”) between the Company, Platinum Bermuda (as defined herein), Platinum Ireland (as defined herein) and BlackRock Financial Management, Inc. (“BlackRock”). | New York | ||
•
|
Purchase Agreement, dated May 20, 2005 (the “GS Purchase Agreement”), by and among the Company, Platinum Finance and Xxxxxxx, Xxxxx & Co. | New York | ||
•
|
Jurisdiction Agreement, dated May 20, 2005 (the “GS Jurisdiction Agreement”), by and among the Company, Platinum Finance and Xxxxxxx, Sachs & Co. | New York | ||
•
|
Indenture dated as of May 26, 2005 (the “2005 Indenture”), between the Company, Platinum Finance and JPMorgan Chase Bank, N.A. | New York | ||
•
|
First Supplemental Indenture dated as of May 26, 2005 (the “2005 First Supplemental Indenture”) between the Company, Platinum Finance and JPMorgan Chase Bank, N.A. | New York | ||
•
|
Exchange and Registration Rights Agreement dated May 26, 2005 (the “2005 Registration Rights Agreement”) between the Company, Platinum Finance and Xxxxxxx, Xxxxx & Co. | New York |
Filed Agreements to which Platinum Underwriters Finance, Inc., a Delaware | ||||
corporation (“Platinum Finance”), is a party | Governing Law | |||
•
|
Base Indenture | New York | ||
•
|
Supplemental Indenture | New York | ||
•
|
Investment Manager Agreement dated May 12, 2005 (the “BlackRock Investment Manager Agreement II”) between Platinum US, Platinum Finance and BlackRock. | New York | ||
•
|
GS Purchase Agreement | New York | ||
•
|
GS Jurisdiction Agreement | New York | ||
•
|
2005 Indenture | New York | ||
•
|
2005 First Supplemental Indenture | New York |
F-10
Filed Agreements to which Platinum Underwriters Finance, Inc., a Delaware | ||||
corporation (“Platinum Finance”), is a party | Governing Law | |||
•
|
2005 Registration Rights Agreement | New York |
Filed Agreements to which Platinum Underwriters Reinsurance Inc., a Maryland | ||||
domiciled insurance company (“Platinum US”), is a party | Governing Law | |||
•
|
Employee Benefits and Compensation Matters Agreement, dated November 1, 2002 (the “Employee Matters Agreement”), between St. Xxxx and Platinum US. | New York | ||
•
|
Run-off Services Agreement, dated November 1, 2002 (the “US Run-Off Services Agreement”), between Platinum US, Mountain Ridge (as defined herein) and Fire & Marine. | New York | ||
•
|
Underwriting Management Agreement, dated November 1, 2002 (the “US Underwriting Agreement”), between Platinum US and Fire & Marine. | New York | ||
•
|
100% Quota Share Retrocession Agreement (Traditional), dated November 1, 2002 (the “US Quota Share Traditional”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – D-1), dated as of the First Time of Delivery (the “US Quota Share Non-Traditional D-1”), between Platinum US and Mountain Ridge. | Vermont | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – A), dated November 1, 2002 (the “US Quota Share Non-Traditional A”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – B-1), dated November 1, 2002 (the “US Quota Share Non-Traditional B-1”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – B-2), dated November 1, 2002 (the “US Quota Share Non-Traditional B-2”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – C), dated November 1, 2002 (the “US Quota Share Non-Traditional C”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – D Stop Loss), dated as of the First Time of Delivery (the “US Quota Share Non-Traditional D Stop Loss”), between Platinum US and Mountain Ridge. | Vermont | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – D Spread Loss), dated November 1, 2002 (the “US Quota Share Non-Traditional D Spread Loss”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – D-3), dated November 1, 2002 (the “US Quota Share Non-Traditional D-3”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – D-4), dated November 1, 2002 (the “US Quota Share Non-Traditional D-4”), between Platinum US and Fire & Marine. | Minnesota | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – E), dated | Minnesota |
F-11
Filed Agreements to which Platinum Underwriters Reinsurance Inc., a Maryland | ||||
domiciled insurance company (“Platinum US”), is a party | Governing Law | |||
November 1, 2002 (the “US Quota Share Non-Traditional E”), between Platinum US and Fire & Marine. | ||||
•
|
100% Quota Share Retrocession Agreement (Traditional), dated November 1, 2002 (the “UK Quota Share Traditional”), between Platinum US and St. Xxxx Re UK. | England | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – A), dated November 1, 2002 (the “UK Quota Share Non-Traditional A”), between Platinum US and St. Xxxx Re UK. | England | ||
•
|
100% Quota Share Retrocession Agreement (Non-Traditional – B-1), dated November 1, 2002 (the “UK Quota Share Non-Traditional B-1”), between Platinum US and St. Xxxx Re UK. | England | ||
•
|
Revised and Amended Trust Agreement, dated November 1, 2002, as amended December 12, 2002 (the “Fire and Marine Trust Agreement”), among Platinum US, Fire and Marine and the Trustee Bank named therein. | Massachusetts | ||
•
|
Revised and Amended Trust Agreement, dated as of November 1, 2002 and amended as of December 12, 2002 (the “Mountain Ridge Trust Agreement”), among Platinum US, Mountain Ridge and the Trustee Bank named therein. | Massachusetts | ||
•
|
Trust Agreement effective as of January 1, 2003 (the “Bermuda Trust Agreement”) among Platinum Bermuda (as defined herein), Platinum US and State Street Bank and Trust Company. | Massachusetts | ||
•
|
Quota Share Retrocession Agreement (the “US/Bermuda Quota Share Agreement”) by and between Platinum Bermuda and Platinum US dated as of May 13, 2003, as amended by that certain Addendum dated as of December 31, 2003. | New York | ||
•
|
Aggregate Excess of Loss Retrocession Agreement, dated June 11, 2003 (the “Excess of Loss Agreement”), between Platinum US and Mountain Ridge. | Vermont | ||
•
|
Commutation and Release Agreement, dated June 11, 2003 (“Commutation and Release”) between Platinum US and Mountain Ridge. | New York | ||
•
|
Referral Agreement between Platinum US and Renaissance Underwriting Managers Ltd. | New York | ||
•
|
Novation and Transfer Agreement for the Multi-Line Excess of Loss Reinsurance Agreement, dated September 16, 2003 (the “Wisconsin Mutual Multi-Line Novation Agreement”), among Platinum US, Fire & Marine and Wisconsin Mutual Insurance Company, effective as of January 1, 2003. | New York |
F-12
Filed Agreements to which Platinum Underwriters Reinsurance Inc., a Maryland | ||||
domiciled insurance company (“Platinum US”), is a party | Governing Law | |||
•
|
Novation and Transfer Agreement for the Casualty Excess of Loss Reinsurance Agreement, dated September 16, 2003 (the “Casualty Novation Agreement”), among Platinum US, Fire & Marine and Wisconsin Mutual Insurance Company, effective as of January 1, 2003. | New York | ||
•
|
Novation and Transfer Agreement for the First Property Catastrophe Excess of Loss Reinsurance Agreement, dated September 16, 2003 (the “First Property Catastrophe Novation Agreement”), among Platinum US, Fire & Marine and Wisconsin Mutual Insurance Company, effective as of January 1, 2003. | New York | ||
•
|
Novation and Transfer Agreement for the Second Property Catastrophe Excess of Loss Reinsurance Agreement, dated September 16, 2003 (the “Second Property Catastrophe Novation Agreement”), among Platinum US, Fire & Marine and Wisconsin Mutual Insurance Company, effective as of January 1, 2003. | New York | ||
•
|
Novation and Transfer Agreement for the Third Property Catastrophe Excess of Loss Reinsurance Agreement, dated September 16, 2003 (the “Third Property Catastrophe Novation Agreement”), among Platinum US, Fire & Marine and Wisconsin Mutual Insurance Company, effective as of January 1, 2003. | New York | ||
•
|
Novation and Transfer Agreement for the Casualty Clash Excess of Loss reinsurance contract among Platinum US, Fire & Marine and Crusader Insurance Company, effective as of January 1, 2003 (the “Casualty Clash Novation Agreement”). | New York | ||
•
|
Novation and Transfer Agreement for the Property Clash Excess of Loss reinsurance contract among Platinum US, Fire & Marine and Crusader Insurance Company, effective as of January 1, 2003 (the “Property Clash Novation Agreement”). | New York | ||
•
|
Novation and Transfer Agreement for the Multi Line Excess of Loss reinsurance contract among Platinum US, St. Xxxx Fire & Marine Insurance Company and Crusader Insurance Company, effective as of January 1, 2003 (the “Crusader Multi-Line Novation Agreement”). | New York | ||
•
|
Indexed Warranty Excess of Loss Reinsurance Contract, effective June 11, 2003, between Renaissance Reinsurance Ltd. And Platinum US. | Bermuda | ||
•
|
Combined Catastrophe Excess of Loss Reinsurance Contract effective January 1, 2003 for the Alfa Insurance Group. | |||
•
|
Addendum No. 6 to the Interests and Liabilities Agreement with respect to the Combined Catastrophe Excess of Loss Reinsurance Contract between members of the Alfa Insurance Group, Fire & Marine and Platinum US (the “Alfa Addendum”). | |||
•
|
US Guaranty | New York | ||
•
|
Excess of Loss Retrocession Agreement dated as of April 15, 2004 between Platinum UK and Platinum US (the “Excess of Loss Retrocession Agreement”). | England | ||
•
|
Novation and Transfer Agreement for the Property Catastrophe Excess of Loss Reinsurance Agreement, dated February 19, 2004, among Platinum US, Fire & Marine and Germantown Mutual Insurance Company, effective as of January 1, 2003 (the “Property Catastrophe Novation Agreement”). | New York | ||
•
|
Novation and Transfer Agreement for the Workers’ Compensation and Employer’s Liability Excess of Loss Reinsurance Agreement, dated February 19, 2004, among Platinum US, Fire & Marine and Germantown Mutual Insurance Company, effective as of January 1, 2003 (the “Workers’Compensation Excess of Loss Novation Agreement”). | New York | ||
•
|
Novation and Transfer Agreement for the Property Per Risk Excess of Loss | New York |
F-13
Filed Agreements to which Platinum Underwriters Reinsurance Inc., a Maryland | ||||
domiciled insurance company (“Platinum US”), is a party | Governing Law | |||
Reinsurance Agreement, dated February 19, 2004, among Platinum US, Fire & Marine and Germantown Mutual Insurance Company, effective as of January 1, 2003 (the “Property Per Risk Novation Agreement”). | ||||
•
|
Novation and Transfer Agreement for the Casualty Excess of Loss Reinsurance Agreement, dated February 19, 2004, among Platinum US, Fire & Marine and Germantown Mutual Insurance Company, effective as of January 1, 2003 (the “Germantown Casualty Novation Agreement”). | New York | ||
•
|
Property Catastrophe Excess of Loss Reinsurance Contract dated September 10, 2003 between the Glencoe Group of Companies and Platinum US (15% participation) | New York | ||
•
|
Property Catastrophe Excess of Loss Reinsurance Contract dated September 10, 2003 between the Glencoe Group of Companies and Platinum US (5% participation). | New York | ||
•
|
Employment Agreement dated August 4, 2004 between Xxxxxxx X. Xxxxx and Platinum US. | New York | ||
•
|
Letter Agreement dated June 24, 2004 between H. Xxxxxxxxx Xxxxxxxx and Platinum US. | New York | ||
•
|
Investment Management Agreement dated May 12, 2005 between Platinum US and Hyperion Capital Management, Inc. (“Hyperion”). | New York | ||
•
|
BlackRock Investment Manager Agreement II. | New York | ||
•
|
Excess of Loss Retrocession Agreement (the “2005 Excess of Loss Agreement”), between Platinum UK and Platinum US, effective as of April 1, 2005. | England | ||
•
|
Addendum No. 2 to the Quota Share Retrocession Agreement dated as of January 1, 2004 between Platinum Bermuda and Platinum US, effective as of April 1, 2005 (“US/Bermuda Quota Share Agreement Addendum No. 2”). |
Filed Agreements to which Platinum Re (UK) Limited, a limited liability company | ||||
incorporated under the laws of England (“Platinum UK”), is a party | Governing Law | |||
•
|
U.K. Master Services Agreement, dated November 1, 2002 (the “UK Master Services Agreement”), as amended by that certain Addendum dated December 10, 2003, between St. Xxxx Re UK and Platinum UK. | England | ||
•
|
U.K. Run-off Services Agreement, dated November 1, 2002 (the “UK Run-Off Services Agreement”), between St. Xxxx Re UK and Platinum UK. | England | ||
•
|
U.K. Underwriting Agency and Underwriting Management Agreement, dated November 1, 2002 (the “UK Underwriting Agreement”), between Platinum UK and St. Xxxx Re UK. | England | ||
•
|
U.K. Business Transfer Agreement, dated November 1, 2002 (the “UK Business Transfer Agreement”), between Platinum UK, St. Xxxx Re UK and St. Xxxx Management Limited. | England | ||
•
|
Quota Share Retrocession Agreement dated November 26, 2002 (the “UK/Bermuda Quota Share Agreement”), between Platinum Bermuda and | Massachusetts |
F-14
Filed Agreements to which Platinum Re (UK) Limited, a limited liability company | ||||
incorporated under the laws of England (“Platinum UK”), is a party | Governing Law | |||
Platinum UK. | ||||
•
|
Security Agreement dated as of November 26, 2002 (the “Security Agreement”), between Platinum Bermuda and Platinum UK. | Massachusetts | ||
•
|
Control Agreement dated as of November 26, 2002 (the “Control Agreement”), by and among Platinum Bermuda, Platinum UK and State Street Bank and Trust Company. | New York | ||
•
|
Alliance Capital Management L.P. Discretionary Investment Advisory Agreement dated as of November 26, 2002 (the “Investment Advisory Agreement”), with Platinum Bermuda and Platinum UK. | New York | ||
•
|
UK Guarantee | England and Wales | ||
•
|
Excess of Loss Retrocession Agreement | England | ||
•
|
Addendum No. 1 effective January 1, 2004, to the Security Agreement dated as of November 26, 2002, between Platinum Bermuda and Platinum UK (the “Security Agreement Addendum”). | Massachusetts | ||
•
|
Quota Share Retrocession Agreement dated as of March 27,2003 between Platinum UK and Platinum Bermuda (the “UK/Bermuda Quota Share Agreement II”). | England | ||
•
|
Addendum No. 1 effective April 1, 2003, to the Quota Share Retrocession Agreement dated as of March 27, 2003, between Platinum UK and Platinum Bermuda (the “Quota Share Agreement Addendum No. 1”) | England | ||
•
|
Addendum No. 2 effective March 27, 2003, to the Quota Share Retrocession Agreement dated as of March 27, 2003, between Platinum UK and Platinum Bermuda (the “Quota Share Agreement Addendum No. 2”) | England | ||
•
|
Investment Manager Agreement dated May 12, 2005 between Platinum UK and BlackRock. | New York | ||
•
|
2005 Excess of Loss Agreement | England |
Filed Agreements to which Platinum Underwriters Bermuda, Ltd., a Bermuda company | ||||
(“Platinum Bermuda”), is a party | Governing Law | |||
•
|
Bermuda Trust Agreement | Massachusetts | ||
•
|
US/Bermuda Quota Share Agreement | New York | ||
•
|
UK/Bermuda Quota Share Agreement | Massachusetts | ||
•
|
Security Agreement | Massachusetts | ||
•
|
Control Agreement | Massachusetts | ||
•
|
Investment Advisory Agreement | New York | ||
•
|
Referral Agreement between Platinum Bermuda and Renaissance Underwriting Managers Ltd. | Bermuda | ||
•
|
Security Agreement Addendum | Massachusetts | ||
•
|
UK/Bermuda Quota Share Agreement II | England | ||
•
|
Quota Share Agreement Addendum No. 1 | England | ||
•
|
Quota Share Agreement Addendum No. 2 | England |
F-15
Filed Agreements to which Platinum Underwriters Bermuda, Ltd., a Bermuda company | ||||
(“Platinum Bermuda”), is a party | Governing Law | |||
•
|
Investment Management Agreement dated May 12, 2005 between Platinum Bermuda and Hyperion. | New York | ||
•
|
BlackRock Investment Manager Agreement I. | New York | ||
•
|
US/Bermuda Quota Share Agreement Addendum No. 2 |
Filed Agreements to which Platinum Regency Holdings, an Irish company (“Platinum | ||||
Ireland”), is a party | Governing Law | |||
•
|
BlackRock Investment Manager Agreement I. | New York |
Filed Agreements to which RenaissanceRe Holdings, Ltd., a Bermuda company | ||||
(“RenRe”), is a party | Governing Law | |||
•
|
RenRe Investment Agreement | New York | ||
•
|
Transfer Restrictions and Registration Rights Agreement | New York | ||
•
|
RenRe Option Agreement | New York | ||
•
|
Services and Capacity Reservation Agreement | New York |
F-16