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Platinum Underwriters Holdings Ltd – ‘10-K’ for 12/31/02 – EX-10.20

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-10.20   —   Capital Support Agreement

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EXHIBIT 10.20 EXECUTION COPY CAPITAL SUPPORT AGREEMENT THIS CAPITAL SUPPORT AGREEMENT (this "Agreement"), dated as of November 26, 2002, between Platinum Underwriters Holdings, Ltd., a holding company organized under the laws of Bermuda ("Platinum Holdings"), and Platinum Underwriters Reinsurance, Inc., an insurance company organized under the laws of Maryland ("Platinum U.S."), a wholly owned indirect subsidiary of Platinum Holdings. ARTICLE I PLATINUM HOLDINGS OBLIGATIONS SECTION 1.01 Obligation to Provide Capital. Platinum Holdings will from time to time make capital contributions to Platinum U.S. in such amounts as shall be necessary to assure that Platinum U.S.'s surplus as regards policyholders, as reported on its annual statement blank to be submitted to the Maryland Insurance Department, will not be less than the company action level rbc, as such term is defined in the Maryland Insurance Code. SECTION 1.02 Unconditional Obligations. The obligations of Platinum Holdings to make capital contributions as provided herein shall be absolute and unconditional under any and all circumstances and shall not be to any extent or in any way discharged, impaired or otherwise affected except by performance thereof in full accordance with the terms hereof. Without limiting the generality of the foregoing, such obligations shall not be affected by any insolvency, bankruptcy, liquidation, reorganization, adjustment, composition, dissolution or winding up or other proceeding involving Platinum U.S. or Platinum Holdings. ARTICLE II NO RIGHTS OF REINSUREDS; NO THIRD PARTY BENEFICIARIES This Agreement grants no rights to any person who obtains or is otherwise covered by a reinsurance contract issued by Platinum U.S. ("Reinsureds") or any other creditor of Platinum U.S. and does not create any third party beneficiaries. In the event of Platinum Holdings' failure to meet its obligations under Article 1 hereof, only Platinum U.S. may enforce its rights under Article I of this Agreement, and, if Platinum U.S. fails or refuses to take timely action to enforce its rights under Article 1 of this Agreement, no other party may proceed on its behalf directly against Platinum Holdings to enforce Platinum U.S.'s rights under this Agreement. ARTICLE III NO WAIVER; CUMULATIVE RIGHTS No failure on the part of Platinum U.S. to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Platinum U.S. of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy and power hereby
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granted to Platinum U.S. or allowed by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Platinum U.S. from time to time. ARTICLE IV AMENDMENTS; TERMINATION (a) Except as provided in Section 4(b) hereof, this Agreement may be terminated, amended or waived only in writing signed by the parties. Platinum Holdings' obligations hereunder shall not survive any termination of this Agreement under this Section 4(a). (b) The obligations of Platinum Holdings under this Agreement shall terminate and be of no further force or effect and shall not thereafter be enforceable by Platinum U.S. or any other person or entity with respect to Platinum U.S. after the sale by Platinum Holdings of a majority of the outstanding voting capital stock of Platinum U.S. to any person or entity. ARTICLE V SPECIFIC ENFORCEMENT Platinum Holdings acknowledges and agrees that Platinum U.S. may suffer irreparable damage in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Platinum Holdings accordingly agrees that Platinum U.S. shall be entitled to specific performance and injunction to prevent or cure breaches of the provisions of this Agreement, this being in addition to any other remedy to which it may be entitled by law or equity. ARTICLE VI MISCELLANEOUS SECTION 6.01 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. SECTION 6.02 Severability. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 6.03 Jurisdiction. Platinum Holdings hereby irrevocably agrees that any action arising out of or relating to this Agreement may be instituted in any state or federal court in the state of Maryland, submits to the non-exclusive jurisdiction of any such court with respect to any such action, and waives any objection which it may now or hereafter have to the laying of the venue of any such action in any such court and any claim that any such action brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, nothing herein shall in any way affect the right of Platinum U.S. to bring any action arising out of or relating to this Agreement in any competent court elsewhere having jurisdiction over Platinum Holdings or its property. Platinum Holdings hereby agrees that service of any process, summons, notice or document by registered mail addressed to Platinum Holdings at Clarendon -2-
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House, 2 Church Street, Hamilton HM 11, Bermuda, shall be effective service of process for any action, suit or proceeding brought against it in any court. SECTION 6.04 New York Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6.05 Counterparts; Headings. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument The headings are inserted for convenience only and are not to be construed as part of this Agreement. SECTION 6.06 Duration. Except as provided in Article IV, this Agreement shall continue until the third anniversary of the date hereof after which it shall have no force or effect. SECTION 6.07 Representations and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and that this Agreement constitutes a valid and legally binding obligation of such party enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and after laws of general applicability relating to or affecting creditor's rights and to general equity principles. -3-
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IN WITNESS WHEREOF, Platinum Holdings and Platinum U.S. have caused this Agreement to be duly executed as of the date first above written. PLATINUM UNDERWRITERS HOLDINGS, LTD. By:/s/ JEROME T. FADDEN ---------------------------------- Name: JEROME T. FADDEN Title: CHIEF EXECUTIVE OFFICER PLATINUM UNDERWRITERS REINSURANCE INC. By:/s/ MICHAEL D. PRICE ---------------------------------- Name: MICHAEL D. PRICE Title: PRESIDENT -4-

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘10-K’ Filing    Date First  Last      Other Filings
Filed on:3/31/0310-Q
For Period End:12/31/02
11/26/021
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