Exhibit 10.48
LETTER AMENDMENT
Dated as of October 4, 2002
To the banks, financial institutions
and other institutional lenders
(collectively, the "LENDERS") parties
to the Credit Agreement referred to
below and to Citibank, N.A., as agent
(the "AGENT") for the Lenders
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of June 21, 2002 (the "CREDIT
AGREEMENT") among the undersigned and you. Capitalized terms not otherwise
defined in this Letter Amendment have the same meanings as specified in the
Credit Agreement.
It is hereby agreed by you and us that the Credit Agreement is,
effective as of the date of this Letter Amendment, hereby amended as follows:
(a) Section 3.01(i) is amended in full to read as follows:
"(i) The Borrower shall have received not less than
$825,000,000 of proceeds (net of underwriting commissions) from the
sum of (i) cash raised from the issuance of common shares in the
Borrower's initial public offering; (ii) cash raised from the private
placement of common shares to one or more strategic investor(s); and
(iii) cash contributed by The St. Xxxx Companies, Inc."
(b) Section 6.01(i) is amended in full to read as follows:
"(i) (x) Any Insurance Subsidiary, after having obtained a
financial strength rating from A.M. Best Company (a "RATING"), shall
fail to maintain a Rating of A- or better, (y) any of Platinum
Underwriters Reinsurance, Inc. and Platinum Underwriters Bermuda,
Ltd. shall not have obtained a Rating within 30 days after the
Effective Date or (z) Platinum Re (UK) Limited shall not have
obtained a Rating within 30 days after obtaining a License from the
Financial Services Authority in the United Kingdom".
This Letter Amendment shall become effective as of the date first above
written when, and only when, on or before October 4, 2002, the Agent shall have
received counterparts of this Letter Amendment executed by the undersigned and
all of the Lenders or, as to any of the Lenders, advice satisfactory to the
Agent that such Lender has executed this Letter Amendment. This Letter Amendment
is subject to the provisions of Section 8.01 of the Credit Agreement.
On and after the effectiveness of this Letter Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the Notes
to "the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Letter Amendment.
The Credit Agreement and the Notes, as specifically amended by this
Letter Amendment, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. The execution, delivery and
effectiveness of this Letter Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or the
Agent under the Credit Agreement, nor constitute a waiver of any provision of
the Credit Agreement.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least two counterparts of this Letter
Amendment to Xxxxx X. Xxxxxx, Shearman & sterling, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
This Letter Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.
This Letter Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
Very truly yours,
PLATINUM UNDERWRITERS HOLDINGS, LTD.
By
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Title:
Agreed as of the date first above written:
CITIBANK, N.A.,
as Agent and as Lender
By
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Title:
JPMORGAN CHASE BANK
By
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Title:
BANK OF AMERICA, N.A.
By
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Title:
FLEET NATIONAL BANK
By
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Title:
STATE STREET BANK AND TRUST COMPANY
By
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Title:
