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Platinum Underwriters Holdings Ltd – ‘10-K’ for 12/31/02 – EX-10.36

On:  Monday, 3/31/03, at 12:46pm ET   ·   For:  12/31/02   ·   Accession #:  950123-3-3615   ·   File #:  1-31341

Previous ‘10-K’:  None   ·   Next:  ‘10-K’ on 3/15/04 for 12/31/03   ·   Latest:  ‘10-K’ on 2/11/15 for 12/31/14

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/31/03  Platinum Underwriters Holdin… Ltd 10-K       12/31/02   70:6.9M                                   RR Donnelley/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Platinum Underwriters Holdings, Ltd.                 138    768K 
 2: EX-2.1      Formation and Separation Agreement                   301   1.41M 
 3: EX-3.2      Restated Bye-Laws                                     54    170K 
 4: EX-4.1      Form of Certificate of Common Shares                   2     20K 
 5: EX-4.2      Indenture                                             75    361K 
 6: EX-4.3      Indenture Supplement                                  20     83K 
 7: EX-4.4      Purchase Contract Agreement                          125    487K 
 8: EX-4.5      Pledge Agreement                                      43    179K 
 9: EX-4.6      Form of Senior Note                                   13     58K 
10: EX-4.7      Form of Guarantee                                      3     25K 
11: EX-4.8      Form of Normal Unit                                   17     74K 
12: EX-4.9      Form of Stripped Unit                                 16     65K 
13: EX-10.1     Share Unit Plan for Non-Employee Directors             6     34K 
16: EX-10.15    Letter Agreement                                       3     26K 
17: EX-10.16    364-Day Credit Agreement                              53    237K 
18: EX-10.17    Letter Amendment #1 to 364-Day Credit Agreement        3     25K 
19: EX-10.18    Letter Amendment #2 to 364-Day Credit Agreement        5     28K 
20: EX-10.19    Capital Support Agreement                             10     45K 
14: EX-10.2     2002 Share Incentive Plan                             13     67K 
21: EX-10.20    Capital Support Agreement                              4     25K 
22: EX-10.21    Registration Rights Agreement                         17     89K 
23: EX-10.22    Option Agreement                                      14     70K 
24: EX-10.23    Option Agreement                                      15     72K 
25: EX-10.24    Option Agreement                                      14     71K 
26: EX-10.25    Employee Benefits & Compensation Matters Agreement    29     79K 
27: EX-10.26    Master Services Agreement                             13     57K 
28: EX-10.27    U.K. Master Services Agreement                        18     64K 
29: EX-10.28    Runoff Services Agreement                             23    125K 
30: EX-10.29    U.K. Runoff Services Agreement                        18     65K 
15: EX-10.3     Capital Accumulation Plan                             11     57K 
31: EX-10.30    Underwriting Management Agreement                      9     31K 
32: EX-10.31    U.K. Underwriting Agency & Management Agreement       21     62K 
33: EX-10.32    U.K. Business Transfer Agreement                      59    163K 
34: EX-10.33    Intra-Group Asset Transfer Agreement                   6     24K 
35: EX-10.34    Transitional Trademark License Agreement              10     42K 
36: EX-10.35    Investment Agreement                                 325   1.50M 
37: EX-10.36    1st Amendment to Investment Agreement                  4     27K 
38: EX-10.37    Transfer Restrictions Reg. Righst & Standstill Agr    23    109K 
39: EX-10.38    Option Agreement                                      14     69K 
40: EX-10.39    Services & Capacity Reservation Agreement              8     40K 
41: EX-10.40    100% Quota Share Retrocession Agreement              110    618K 
42: EX-10.41    100% Quota Share Retrocession Agreement               41    149K 
43: EX-10.42    100% Quota Share Retrocession Agreement               44    157K 
44: EX-10.43    100% Quota Share Retrocession Agreement               42    151K 
45: EX-10.44    100% Quota Share Retrocession Agreement               42    154K 
46: EX-10.45    100% Quota Share Retrocession Agreement               42    153K 
47: EX-10.46    100% Quota Share Retrocession Agreement               36    131K 
48: EX-10.47    100% Quota Share Retrocession Agreement               41    152K 
49: EX-10.48    100% Quota Share Retrocession Agreement               43    171K 
50: EX-10.49    100% Quota Share Retrocession Agreement               41    153K 
51: EX-10.50    100% Quota Share Retrocession Agreement               41    153K 
52: EX-10.51    100% Quota Share Retrocession Agreement               43    157K 
53: EX-10.52    Uk 100% Quota Share Retrocession Agreement            85    397K 
54: EX-10.53    Uk 100% Quota Share Retrocession Agreement            42    156K 
55: EX-10.54    Uk 100% Quota Share Retrocession Agreement            42    159K 
56: EX-10.55    100% Quota Share Retrocession Agreement              114    387K 
57: EX-10.56    Security Agreement                                    20     79K 
58: EX-10.57    Control Agreement                                     31    111K 
59: EX-10.58    Discretionary Investment Advisory Agreement           14     57K 
60: EX-10.59    Revised & Amended Trust Agreement                     28     79K 
61: EX-10.60    Discretionary Investment Advisory Agreement           18     76K 
62: EX-10.61    Revised and Amended Trust Agreement                   26     73K 
63: EX-10.62    Discretionary Investment Advisory Agreement           18     77K 
64: EX-10.63    Letter Amend. to Revised & Amended Trust Agreement     2     22K 
65: EX-10.64    Quota Share Retrocession Agreement                   100    331K 
66: EX-10.65    Security Agreement                                    22     86K 
67: EX-10.66    Control Agreement                                     34    125K 
68: EX-10.67    Discretionary Investment Advisory Agreement           15     61K 
69: EX-99.1     Certification of CEO                                   1     17K 
70: EX-99.2     Certification of CFO                                   1     18K 


EX-10.36   —   1st Amendment to Investment Agreement

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EXHIBIT 10.36 FIRST AMENDMENT, dated as of November 1, 2002 (the "Amendment"), to the Investment Agreement, dated as of September 20, 2002 (the "Investment Agreement"), by and among Platinum Holdings Ltd., a Bermuda company (the "Company"), The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"), and RenaissanceRe Holdings Ltd., a Bermuda company (the "Purchaser"). Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Investment Agreement. WHEREAS, the Company, St. Paul and the Purchaser desire to modify the Investment Agreement in accordance with the provisions of Section 10.4 thereof. NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Amendments to the Investment Agreement. (a) The last sentence of Section 5.1 of the Investment Agreement is hereby amended and restated as follows: The Chief Executive Officer or the Treasurer of the Company and the Chief Executive Officer, Chief Financial Officer or any Executive Vice President of St. Paul each shall have delivered at the Closing a certificate stating that each of the respective conditions specified in the preceding sentence has been fulfilled, which certificates shall also be delivered at any Second Closing. (b) Section 1.1 of the Transfer Restrictions, Registration Rights and Standstill Agreement attached as Exhibit A to the Investment Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order: "Purchase Contract" means the contract to purchase Common Shares issued as part of the Units." "Purchase Contract Agreement" means the purchase contract agreement between the Company and JPMorgan Chase Bank, as purchase contract agent." "Units" means Company's equity security units having a stated amount of $25 per Unit." (c) The last sentence of Section 5(b) of the Transfer Restrictions, Registration Rights and Standstill Agreement attached as Exhibit A to the Investment Agreement is hereby amended and restated as follows: Purchaser shall have ten days from the date of receipt of any such notice to agree to purchase up to Purchaser's pro rata share of New Securities specified above for the same price paid to the Company in connection with such Dilutive Transaction (i.e., less underwriting discounts and commissions) by giving written notice to the Company and stating therein the quantity of New Securities to be purchased provided, however, that in the connection with an Early Settlement (as
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such term is defined in the Purchase Contract Agreement) of the Purchase Contracts pursuant to Section 5.10 of the Purchase Contract Agreement, this Section 5(b) shall not apply, but the Company shall give the Purchaser prompt written notice of such Early Settlement. (d) The first paragraph of the RenaissanceRe Option Agreement attached as Exhibit B to the Investment Agreement is hereby amended by (i) inserting "AND EXCEPT TO THE EXTENT PERMITTED HEREIN" immediately following the word "APPROVALS" in the second sentence thereof, and (ii) deleting the reference to "SECTION 6(C)" in the final sentence thereof and inserting "SECTION 6" in replacement therefor. (e) The last sentence of Section 3(e) of the RenaissanceRe Option Agreement attached as Exhibit B to the Investment Agreement is hereby amended and restated as follows: The "Initial Dividend" means the distributions described in items (i) and (ii) above per Common Share paid by the Company to all or substantially all holders of its Common Shares during the 2003 calendar year as determined by the Company's Board of Directors, up to a maximum of $0.44 per Common Share. (f) Section 6(a) of the RenaissanceRe Option Agreement attached as Exhibit B to the Investment Agreement is hereby amended by inserting the following sentence immediately following the first sentence thereof: Notwithstanding anything to the contrary in this Agreement, RenRe may, at any time, assign or otherwise transfer, dispose or encumber the RenRe Option or the RenRe Option Shares in whole or in part to any direct or indirect wholly owned subsidiary of RenRe, provided that such transferee shall enter into an option agreement with the Company that is substantially identical to this Agreement. Section 2. Miscellaneous. (a) This Amendment 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. This Amendment may be executed in one or more counterparts, which together will constitute a single agreement. (b) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. (c) This Amendment may not be amended nor may any provision be waived except by a writing signed, in the case of an amendment, by each party hereto and, in the case of a waiver, by the party against whom the waiver is to be effective. Except as otherwise permitted pursuant to the Investment Agreement, this Amendment is not assignable by any of the parties without the prior written consent of the other parties. This Amendment shall be binding upon and inure to the benefit of the parties hereto, any subsidiary to whom the Shares are delivered pursuant hereto, and their respective successors and permitted assignees. 2
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(d) The Investment Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Except as expressly modified and amended hereby, all of the terms, provisions and conditions of the Investment Agreement shall remain unchanged and in full force and effect. On and after the effective date of the amendments to the Investment Agreement set forth above, each reference in the Investment Agreement (including the exhibits and schedules thereto) shall mean and be a reference to the Investment Agreement as amended hereby. 3
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. RENAISSANCERE HOLDINGS LTD. By: /s/ John M. Lummis ------------------------------ Name: John M. Lummis Title: Executive Vice President and Chief Financial Officer PLATINUM UNDERWRITERS HOLDINGS, LTD. By: /s/ Jerome T. Fadden ------------------------------ Name: Jerome T. Fadden Title: President and Chief Executive Officer THE ST. PAUL COMPANIES, INC. By: /s/ Thomas A. Bradley ------------------------------ Name: Thomas A. Bradley Title: Executive Vice President and Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:3/31/0310-Q
For Period End:12/31/02
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