Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • May 27th, 2005 • Platinum Underwriters Holdings LTD • Fire, marine & casualty insurance • New York
Platinum Underwriters Finance, Inc., a Delaware company (the “Company”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its Series A 7.50% Notes due June 1, 2017 which are unconditionally guaranteed by Platinum Underwriters Holdings, Ltd., a Bermuda company (the “Guarantor”). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, each of the Company and the Guarantor agrees with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
PLATINUM UNDERWRITERS FINANCE, INC. Company and PLATINUM UNDERWRITERS HOLDINGS, LTD. Guarantor to JPMORGAN CHASE BANK, N.A. TrusteePlatinum Underwriters Holdings LTD • May 27th, 2005 • Fire, marine & casualty insurance • New York
*Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, and Indenture, dated as of May 26, 2005.
FIRST SUPPLEMENTAL INDENTURE BY AND AMONG PLATINUM UNDERWRITERS FINANCE, INC. AS ISSUER, PLATINUM UNDERWRITERS HOLDINGS, LTD., AS GUARANTOR AND JPMORGAN CHASE BANK, N.A., AS TRUSTEE DATED AS OF MAY 26, 2005 PLATINUM UNDERWRITERS FINANCE, INC. SERIES A...First Supplemental Indenture • May 27th, 2005 • Platinum Underwriters Holdings LTD • Fire, marine & casualty insurance • New York
This First Supplemental Indenture, dated as of May 26, 2005 (the “Supplemental Indenture”), to the Indenture, dated as of May 26, 2005 (the “Indenture”) by and among Platinum Underwriters Finance, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 2 World Financial Center, 225 Liberty Street, 23rd Floor, New York, New York 10281 (the “Company”), and Platinum Underwriters Holdings, Ltd., a corporation duly organized and existing under the laws of Bermuda, having its principal office at The Belvedere Building, 69 Pitts Bay Road, Pembroke, HM 08, Bermuda (the “Guarantor”), and JPMorgan Chase Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America, having its principal corporate trust office at 4 New York Plaza, New York, New York 10004, as Trustee (the “Trustee”) is effective upon the execution hereof by the parties hereto.
