Purchase AgreementRetrocession Agreement • May 24th, 2005 • Platinum Underwriters Holdings LTD • Fire, marine & casualty insurance • Maryland
Platinum Underwriters Finance, Inc., a Delaware corporation (“Platinum Finance”) proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (the “Purchaser”) an aggregate of $250,000,000 principal amount of its Series A 7.50% Notes due June 1, 2017 (the “Securities”), unconditionally guaranteed (the “Guarantees”) by Platinum Underwriters Holdings, Ltd., a Bermuda company (the “Company”), on a senior, unsecured basis. The Securities and the Guarantees will be issued pursuant to an Indenture, to be dated May 26, 2005 (the “Base Indenture”), among the Company, Platinum Finance and JPMorgan Chase Bank, N.A. as Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, to be dated May 26, 2005 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, Platinum Finance and the Trustee as the same will be amended by a Series B Supplemental Indenture (the “Series B Supplemental In
Jurisdiction AgreementJurisdiction Agreement • May 24th, 2005 • Platinum Underwriters Holdings LTD • Fire, marine & casualty insurance • New York
Reference is hereby made to that certain Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), among Platinum Underwriters Holdings, Ltd., a Bermuda company (the “Company”), Platinum Underwriters Finance, Inc., a Delaware corporation (“Platinum Finance”), and Goldman, Sachs & Co., (the “Purchaser”) and the Exchange and Registration Rights Agreement to be dated as of May 26, 2005 (the “2005 Registration Rights Agreement”), among the Company, Platinum Finance and the Purchaser. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
