Platinum Underwriters Holdings, Ltd.
Exhibit 1.4
EXECUTION VERSION
EXECUTION VERSION
Platinum Underwriters Holdings, Ltd.
6.00% Series A Mandatory Convertible Preferred Shares
(par value $.01 per share)
November 30, 2005
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
As Representatives of the several Underwriters
named in the Underwriting Agreement,
4 World Financial Center, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
As Representatives of the several Underwriters
named in the Underwriting Agreement,
4 World Financial Center, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
Reference is hereby made to that certain Underwriting Agreement, dated as of the date hereof
(the “Underwriting Agreement”), between Platinum Underwriters Holdings, Ltd., a Bermuda company
(the “Company”), and the Underwriters named in Schedule I of the Underwriting Agreement (the
“Underwriters”). All capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Underwriting Agreement.
The Company irrevocably (i) agrees that any legal suit, action or proceeding against the
Company brought by the Underwriters or by any person who controls the Underwriters within the
meaning of either Section 15 of the Act or Section 20 of the Exchange Act (a “Control Person”)
arising out of or based on the Underwriting Agreement or the transactions contemplated thereby may
be instituted in any United States Federal or State court in the Borough of Manhattan, the City of
New York, the State of New York (a “New York Court”), (ii) waives, to the fullest extent it may
effectively do so, any objection which it may now or hereafter have to the laying of venue of any
such proceeding, (iii) waives, to the fullest extent it may effectively do so, any objection based
on the absence of a necessary or indispensable party in any such proceeding, and (iv) submits to
the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company
irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become
entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment
attachment and execution) in any legal suit, action or proceeding against it arising out of or
based on the Underwriting Agreement or the transactions contemplated thereby which is instituted in
any New York Court. To the fullest extent permitted by law, the Company hereby waives any
objection to the enforcement by any competent foreign court of any judgment validly obtained in any
such proceeding. The Company designates and appoints CT Corporation System in New York City as its
authorized agent (the
“Authorized Agent”) upon which process may be served in any such action
arising out of or based on the Underwriting Agreement or the transactions contemplated thereby
which may be instituted in any New York Court by the Underwriters or by any Control Person,
expressly consents to the jurisdiction of any such court in respect of any such action, and waives
any other requirements of or objections to personal jurisdiction with respect thereto. Such
appointment shall be irrevocable on the part of the Company. The Company does not make any
representation as to the revocability of such appointment by the Authorized Agent. The Company
represents and warrants that its Authorized Agent has agreed to act as such agent for service of
process and the Company agrees to take any and all action, including the filing of any and all
documents and instruments, that may be necessary to continue such appointment in full force and
effect as aforesaid. Service of process upon the Authorized Agent and written notice of such
service of process to the Company shall be deemed, in every respect, effective service of process
upon the Company.
This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters and
the Company, 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 Underwriters shall be deemed a successor or
assign by reason merely of such purchase.
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.
The provisions of this Agreement shall survive any termination of the Underwriting Agreement,
in whole or in part.
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 counterparts shall
together constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
If the foregoing is in accordance with your understanding, please sign and return to us
counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof
shall constitute a binding agreement between the Underwriters and the Company.
Very truly yours, | ||
Platinum Underwriters Holdings, Ltd. | ||
By: /s/ Xxxxxx X. Xxxxxxxx | ||
Name: Xxxxxx X. Xxxxxxxx | ||
Title: Senior Vice President and Corporate | ||
Treasurer |
[Preferred Shares Jurisdiction Agreement]
Accepted as of the date hereof:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
BY: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
INCORPORATED
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Director
Name: Xxxx Xxxxx
Title: Director
For themselves and the other several
Underwriters named in the Underwriting Agreement
Underwriters named in the Underwriting Agreement
[Preferred Shares Jurisdiction Agreement]