EX-10.1



 



Exhibit 10.1


Execution Copy






 







CREDIT AGREEMENT




among




PLATINUM UNDERWRITERS HOLDINGS, LTD.,




The SUBSIDIARY CREDIT PARTIES Party Hereto,




The LENDERS Party Hereto,




and




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent




$200,000,000 Senior Credit Facilities




WACHOVIA CAPITAL MARKETS, LLC

Sole Lead Arranger and Sole Book Runner




Dated as of October 21, 2005




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	 

	 	ARTICLE I	 	 	 	 
	 
	 

	 	DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.1

	 	Defined Terms
	 	 	1	 
	Section 1.2

	 	Accounting Terms; GAAP and SAP
	 	 	26	 
	Section 1.3

	 	Other Terms; Construction
	 	 	27	 
	Section 1.4

	 	Exchange Rates; Currency Equivalents
	 	 	27	 
	Section 1.5

	 	Redenomination of Certain Foreign Currencies and
Computation of Dollar Amounts
	 	 	28	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	AMOUNT AND TERMS OF THE CREDIT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1

	 	Commitments
	 	 	28	 
	Section 2.2

	 	Borrowings
	 	 	29	 
	Section 2.3

	 	Disbursements; Funding Reliance; Domicile of Loans
	 	 	30	 
	Section 2.4

	 	Evidence of Debt; Notes
	 	 	31	 
	Section 2.5

	 	Termination and Reduction of Commitments
	 	 	32	 
	Section 2.6

	 	Mandatory Payments and Prepayments
	 	 	33	 
	Section 2.7

	 	Voluntary Prepayments
	 	 	33	 
	Section 2.8

	 	Interest
	 	 	34	 
	Section 2.9

	 	Fees
	 	 	36	 
	Section 2.10

	 	Conversions and Continuations
	 	 	37	 
	Section 2.11

	 	Method of Payments; Computations; Apportionment of Payments
	 	 	38	 
	Section 2.12

	 	Recovery of Payments
	 	 	40	 
	Section 2.13

	 	Use of Proceeds
	 	 	40	 
	Section 2.14

	 	Pro Rata Treatment
	 	 	41	 
	Section 2.15

	 	Increased Costs; Change in Circumstances; Illegality
	 	 	42	 
	Section 2.16

	 	Taxes
	 	 	44	 
	Section 2.17

	 	Compensation
	 	 	47	 
	Section 2.18

	 	Replacement Lenders
	 	 	47	 
	Section 2.19

	 	Increase in Commitments
	 	 	49	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	LETTERS OF CREDIT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.1

	 	Syndicated Letters of Credit
	 	 	51	 
	Section 3.2

	 	Participated Letters of Credit
	 	 	54	 
	Section 3.3

	 	Existing Letters of Credit
	 	 	58	 
	Section 3.4

	 	Conditions Precedent to the Issuance of Letters of Credit
	 	 	58	 
	Section 3.5

	 	Obligations Absolute
	 	 	60	 






i








 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 3.6

	 	Interest
	 	 	61	 
	Section 3.7

	 	Interest Rate Determination
	 	 	61	 
	Section 3.8

	 	Collateralization of Letters of Credit
	 	 	61	 
	Section 3.9

	 	Use of Letters of Credit
	 	 	63	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	CONDITIONS PRECEDENT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.1

	 	Conditions Precedent to the Effective Date
	 	 	63	 
	Section 4.2

	 	Conditions Precedent to All Credit Extensions
	 	 	66	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.1

	 	Organization and Power
	 	 	67	 
	Section 5.2

	 	Authorization; Enforceability
	 	 	67	 
	Section 5.3

	 	No Violation
	 	 	67	 
	Section 5.4

	 	Governmental and Third-Party Authorization; Permits
	 	 	68	 
	Section 5.5

	 	Litigation
	 	 	68	 
	Section 5.6

	 	Taxes
	 	 	69	 
	Section 5.7

	 	Subsidiaries
	 	 	69	 
	Section 5.8

	 	Full Disclosure
	 	 	69	 
	Section 5.9

	 	Margin Regulations
	 	 	70	 
	Section 5.10

	 	No Material Adverse Effect
	 	 	70	 
	Section 5.11

	 	Financial Matters
	 	 	70	 
	Section 5.12

	 	ERISA
	 	 	71	 
	Section 5.13

	 	Environmental Matters
	 	 	72	 
	Section 5.14

	 	Compliance With Laws
	 	 	72	 
	Section 5.15

	 	Regulated Industries
	 	 	72	 
	Section 5.16

	 	Insurance
	 	 	72	 
	Section 5.17

	 	OFAC; PATRIOT Act
	 	 	72	 
	Section 5.18

	 	Security Documents
	 	 	73	 
	Section 5.19

	 	Stamp Taxes
	 	 	73	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	AFFIRMATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.1

	 	GAAP Financial Statements
	 	 	73	 
	Section 6.2

	 	Statutory Financial Statements
	 	 	74	 
	Section 6.3

	 	Other Business and Financial Information
	 	 	75	 
	Section 6.4

	 	Corporate Existence; Franchises; Maintenance of Properties
	 	 	77	 
	Section 6.5

	 	Compliance with Laws
	 	 	77	 
	Section 6.6

	 	Payment of Obligations
	 	 	78	 
	Section 6.7

	 	Insurance
	 	 	78	 
	Section 6.8

	 	Maintenance of Books and Records; Inspection
	 	 	78	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 6.9

	 	Dividends
	 	 	78	 
	Section 6.10

	 	OFAC; PATRIOT Act Compliance
	 	 	79	 
	Section 6.11

	 	Collateral
	 	 	79	 
	Section 6.12

	 	Further Assurances
	 	 	79	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	FINANCIAL COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.1

	 	Maximum Consolidated Indebtedness to Total Capitalization
	 	 	80	 
	Section 7.2

	 	Minimum Consolidated Tangible Net Worth
	 	 	80	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	NEGATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.1

	 	Fundamental Changes
	 	 	80	 
	Section 8.2

	 	Indebtedness
	 	 	81	 
	Section 8.3

	 	Liens
	 	 	81	 
	Section 8.4

	 	Disposition of Assets
	 	 	82	 
	Section 8.5

	 	Investments
	 	 	83	 
	Section 8.6

	 	Transactions with Affiliates
	 	 	84	 
	Section 8.7

	 	Restricted Payments
	 	 	84	 
	Section 8.8

	 	Lines of Business
	 	 	84	 
	Section 8.9

	 	Fiscal Year
	 	 	84	 
	Section 8.10

	 	Ratings
	 	 	85	 
	Section 8.11

	 	Accounting Changes
	 	 	85	 
	Section 8.12

	 	Limitation on Certain Restrictions
	 	 	85	 
	Section 8.13

	 	Private Act
	 	 	85	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	EVENTS OF DEFAULT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.1

	 	Events of Default
	 	 	85	 
	Section 9.2

	 	Remedies; Termination of Commitments, Acceleration, Etc
	 	 	88	 
	Section 9.3

	 	Remedies; Set Off
	 	 	88	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE X	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	THE ADMINISTRATIVE AGENT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.1

	 	Appointment and Authority
	 	 	89	 
	Section 10.2

	 	Rights as a Lender
	 	 	89	 
	Section 10.3

	 	Exculpatory Provisions
	 	 	89	 
	Section 10.4

	 	Reliance by Administrative Agent
	 	 	90	 
	Section 10.5

	 	Delegation of Duties
	 	 	91	 
	Section 10.6

	 	Resignation of Administrative Agent
	 	 	91	 






iii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 10.7

	 	Non-Reliance on Administrative Agent and Other Lenders
	 	 	92	 
	Section 10.8

	 	No Other Duties, Etc
	 	 	92	 
	Section 10.9

	 	Collateral and Guaranty Matters
	 	 	92	 
	Section 10.10

	 	Fronting Bank
	 	 	92	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 11.1

	 	Expenses; Indemnity; Damage Waiver
	 	 	92	 
	Section 11.2

	 	Governing Law; Submission to Jurisdiction; Waiver of
Venue; Service of Process
	 	 	94	 
	Section 11.3

	 	Waiver of Jury Trial
	 	 	95	 
	Section 11.4

	 	Notices; Effectiveness; Electronic Communication
	 	 	96	 
	Section 11.5

	 	Amendments, Waivers, etc
	 	 	96	 
	Section 11.6

	 	Successors and Assigns
	 	 	98	 
	Section 11.7

	 	No Waiver
	 	 	101	 
	Section 11.8

	 	Survival
	 	 	102	 
	Section 11.9

	 	Severability
	 	 	102	 
	Section 11.10

	 	Construction
	 	 	102	 
	Section 11.11

	 	Confidentiality
	 	 	102	 
	Section 11.12

	 	Judgment Currency
	 	 	103	 
	Section 11.13

	 	Counterparts; Integration; Effectiveness
	 	 	103	 
	Section 11.14

	 	Disclosure of Information
	 	 	104	 
	Section 11.15

	 	USA PATRIOT Act Notice
	 	 	104	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	THE GUARANTY	 	 	 	 
	 
	 	 	 	 	 	 
	Section 12.1

	 	The Guaranty
	 	 	104	 
	Section 12.2

	 	Guaranty Unconditional
	 	 	104	 
	Section 12.3

	 	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances
	 	 	105	 
	Section 12.4

	 	Waiver by the Guarantors
	 	 	105	 
	Section 12.5

	 	Subrogation
	 	 	105	 
	Section 12.6

	 	Stay of Acceleration
	 	 	106	 
	Section 12.7

	 	Continuing Guaranty; Assignments
	 	 	106	 






iv









 






EXHIBITS




	 	 	 
	Exhibit A

	 	Form of Note
	Exhibit B-1

	 	Form of Notice of Borrowing
	Exhibit B-2

	 	Form of Notice of Conversion/Continuation
	Exhibit C-1

	 	Form of Syndicated Letter of Credit
	Exhibit C-2

	 	Form of Participated Letter of Credit
	Exhibit D

	 	Form of Compliance Certificate
	Exhibit E

	 	Form of Assignment and Assumption
	Exhibit F

	 	Form of Security Agreement
	Exhibit G-1

	 	Form of Opinion of Dewey Ballantine LLP
	Exhibit G-2

	 	Form of Opinion of Conyers, Dill & Pearman
	Exhibit G-3

	 	Form of Opinion of Slaughter and May
	Exhibit G-4

	 	Form of Opinion of Funk & Bolton
	Exhibit H

	 	Form of Borrowing Base Report






SCHEDULES




	 	 	 
	Schedule 1.1(a)

	 	Commitments and Notice Addresses
	Schedule 1.1(b)

	 	Borrowing Base
	Schedule 3.3

	 	Existing Letters of Credit
	Schedule 5.4

	 	Licenses
	Schedule 5.6

	 	Unresolved Tax Claims
	Schedule 5.7

	 	Subsidiaries
	Schedule 5.10

	 	Material Adverse Effect
	Schedule 8.2

	 	Indebtedness
	Schedule 8.3

	 	Liens







v









 








CREDIT AGREEMENT




     THIS CREDIT AGREEMENT, dated as of October 21, 2005, is made among PLATINUM UNDERWRITERS
HOLDINGS, LTD., an exempted company incorporated in Bermuda (“Platinum Holdings”), the
Subsidiary Credit Parties (as hereinafter defined), the Lenders (as hereinafter defined) and
WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent for the Lenders.



RECITALS




     The Lenders are willing to make available to the Credit Parties (as hereinafter defined) the
credit facilities provided for herein subject to and on the terms and conditions set forth in this
Agreement.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual provisions, covenants and agreements herein
contained, the parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Defined Terms. For purposes of this Agreement, in addition to the terms
defined elsewhere herein, the following terms shall have the meanings set forth below (such
meanings to be equally applicable to the singular and plural forms thereof):



     “Account Control Agreements” means, collectively, each control agreement among a
Custodian, the Administrative Agent and (respectively) each of the Account Parties, each in form
and substance reasonably satisfactory to the Administrative Agent, as amended.



     “Account Designation Letter” means a letter from any Borrower to the Administrative
Agent, duly completed and signed by an Authorized Officer of such Borrower and in form and
substance reasonably satisfactory to the Administrative Agent, listing any one or more accounts to
which such Borrower may from time to time request the Administrative Agent to forward the proceeds
of any Loans made hereunder.



     “Account Party” means any of Platinum Bermuda, Platinum US, and Platinum UK, as the
context may require, and “Account Parties” means all of the foregoing.



     “Acquisition” means any transaction or series of related transactions, consummated on
or after the date hereof, by which Platinum Holdings directly, or indirectly through one or more
Subsidiaries, (i) acquires any going business, division thereof or line of business, or all or
substantially all of the assets, of any Person, whether through purchase of assets, merger or
otherwise, or (ii) acquires securities or other ownership interests of any Person having at least a
majority of combined voting power of the then outstanding securities or other ownership
interests of such Person.



 









 





     “Acquisition Amount” means, with respect to any Acquisition, the sum (without
duplication) of (i) the amount of cash paid as purchase price by Platinum Holdings and its
Subsidiaries in connection with such Acquisition, (ii) the value of all Capital Stock of Platinum
Holdings issued or given as purchase price in connection with such Acquisition (as determined by
the parties thereto under the definitive acquisition agreement), (iii) the amount (determined by
using the face amount or the amount payable at maturity, whichever is greater) of all Indebtedness
incurred, assumed or acquired by Platinum Holdings and its Subsidiaries in connection with such
Acquisition, (iv) the maximum amount of any earnout obligations or similar deferred or contingent
purchase price obligations of Platinum Holdings or any of its Subsidiaries payable in connection
with such Acquisition, as determined in good faith by Platinum Holdings, (v) all amounts paid in
respect of noncompetition agreements, consulting agreements and similar arrangements entered into
in connection with such Acquisition, and (vi) the aggregate fair market value of all other real,
mixed or personal property paid as purchase price by Platinum Holdings and its Subsidiaries in
connection with such Acquisition.



     “Additional Lender” has the meaning given to such term in Section 2.19(a).



     “Adjusted Base Rate” means, at any time with respect to any Base Rate Loan, a rate per
annum equal to the Base Rate as in effect at such time plus the Applicable Percentage for Base Rate
Loans as in effect at such time.



     “Adjusted LIBOR Rate” means, at any time with respect to any LIBOR Loan, a rate per
annum equal to the LIBOR Rate as in effect at such time plus the Applicable Percentage for LIBOR
Loans as in effect at such time.



     “Administrative Agent” means Wachovia, in its capacity as Administrative Agent
appointed under Section 10.1, and its successors and permitted assigns in such capacity.



     “Administrative Questionnaire” means, with respect to each Lender, the administrative
questionnaire in the form submitted to such Lender by the Administrative Agent and returned to the
Administrative Agent duly completed by such Lender.



     “Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified. Notwithstanding the foregoing, neither the Administrative
Agent, the Fronting Bank nor any Lender shall be deemed an “Affiliate” of any Credit Party.



     “Agreement” means this Credit Agreement, as amended, restated, modified or
supplemented from time to time.



     “Annual Statement” means, with respect to any Insurance Subsidiary for any fiscal
year, the annual financial statements of such Insurance Subsidiary as required to be filed with the
Insurance Regulatory Authority of its jurisdiction of domicile and in accordance with the laws of
such jurisdiction, together with all exhibits, schedules, certificates and actuarial opinions
required to be filed or delivered therewith.



2









 





     “Applicable Currency” shall mean (i) in the case of Loans, Dollars and (ii) in the
case of Letters of Credit, the Currency in which the Stated Amount of such Letter of Credit is
denominated.



     “Applicable Percentage” means, for any day, with respect to the (i) Tranche 1
Commitment Fee, (ii) applicable margin to be added to the LIBOR Rate for purposes of determining
the Adjusted LIBOR Rate, (iii) Tranche 1 Letter of Credit Fee, (iv) applicable margin to be added
to the Base Rate for purposes of determining the Adjusted Base Rate and (v) Tranche 1 Utilization
Fee, the applicable rate per annum set forth below under the caption “Tranche 1 Commitment Fee”,
“Applicable Margin for LIBOR Loans”, “Tranche 1 Letter of Credit Fee”, “Applicable Margin for Base
Rate Loans” and “Tranche 1 Utilization Fee”, respectively, in each case based upon Platinum
Holdings’ non-credit-enhanced, senior unsecured long-term debt rating (the “Debt Rating”)
by Moody’s or Standard & Poor’s (in each case based upon the higher of the two ratings):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Applicable Margin	 	Applicable	 	 
	 	 	Standard &	 	Tranche 1	 	for LIBOR Loans;	 	Margin for	 	Tranche 1
	 	 	Poor’s /	 	Commitment	 	Tranche 1 Letter of	 	Base Rate	 	Utilization
	Level	 	Moody’s Rating 	 	Fee	 	Credit Fee	 	Loans	 	Fee
	I	 	BBB+/ Baa1 or above
	 	 	0.08	%	 	 	0.40	%	 	 	0.0	%	 	 	0.10	%
	II	 	BBB/ Baa2
	 	 	0.10	%	 	 	0.50	%	 	 	0.0	%	 	 	0.125	%
	III	 	BBB-/ Baa3 or below
	 	 	0.125	%	 	 	0.625	%	 	 	0.0	%	 	 	0.125	%






     For purposes of the foregoing, (i) if at any time the difference between the Debt Rating by
Moody’s and Standard & Poor’s is more than one rating grade, the rating one level below the higher
rating will apply, (ii) if either Moody’s or Standard & Poor’s shall not have in effect a Debt
Rating, then the Applicable Percentage shall be based upon the remaining rating, and (iii) each
change in the Applicable Percentage shall be effective as of the date the applicable rating agency
first publicly announces any change in its Debt Rating; provided, however, that,
notwithstanding the foregoing or anything else herein to the contrary, if at any time an Event of
Default shall have occurred and be continuing or the Debt Rating is not available from Moody’s and
Standard & Poor’s, at all times from and including the date on which such Event of Default occurred
or such Debt Rating is not available to the date on which such Event of Default shall have been
cured or waived or either Moody’s or Standard & Poor’s shall make publicly available such Debt
Rating, each Applicable Percentage shall be determined in accordance with Level III of the above
matrix (notwithstanding the actual level).



     “Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii)
an Affiliate of a Lender, or (iii) a Person (or an Affiliate of a Person) that administers or
manages a Lender.



     “Arranger” means Wachovia Capital Markets, LLC.



3









 





     “Assignment and Assumption” means an Assignment and Assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section
11.6(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any
other form approved by the Administrative Agent.



     “Authorized Officer” means, with respect to any action specified herein to be taken by
or on behalf of any Credit Party, any officer of such Credit Party duly authorized by resolution of
the board of directors or other governing body of such Credit Party to take such action on its
behalf, and whose signature and incumbency shall have been certified to the Administrative Agent by
the secretary or an assistant secretary of such Credit Party.



     “Availability Period” means the period from and including the Effective Date to and
including, in the case of Tranche 1 Letters of Credit, the Tranche 1 Termination Date, and in the
case of Tranche 2 Letters of Credit, the Tranche 2 Termination Date.



     “Bankruptcy Code” means 11 U.S.C. §§101 et seq., as amended from time to time, and any
successor statute.



     “Bankruptcy Event” means the occurrence of an Event of Default pursuant to Section
9.1(f) or Section 9.1(g).



     “Base Rate” means the higher of (i) the per annum interest rate publicly announced
from time to time by Wachovia in Charlotte, North Carolina, to be its prime rate (which may not
necessarily be its lowest or best lending rate), as adjusted to conform to changes as of the
opening of business on the date of any such change in such prime rate, and (ii) the Federal Funds
Rate plus 0.5% per annum, as adjusted to conform to changes as of the opening of business on the
date of any such change in the Federal Funds Rate.



     “Base Rate Loan” means, at any time, any Loan that bears interest at such time at the
applicable Adjusted Base Rate.



     “Borrower” means any of Platinum Holdings, Platinum Finance, Platinum Bermuda,
Platinum US, and Platinum UK, as the context may require, and “Borrowers” means all of the
foregoing.



     “Borrowing” means the incurrence by a Borrower (including as a result of conversions
and continuations of outstanding Loans pursuant to Section 2.10) on a single date of a group of
Loans pursuant to Section 2.2 of a single Type and, in the case of LIBOR Loans, as to which a
single Interest Period is in effect.



     “Borrowing Base” means with respect to each Account Party for any Business Day as of
which it is being calculated, the aggregate amount equal to the fair market value (or, as to cash
or Cash Equivalents, the amount thereof) of Eligible Collateral held in a Custodial Account of such
Account Party multiplied by the Eligible Percentage for such Eligible Collateral as set forth on
Schedule 1.1(b), in each case as of the close of business on the immediately preceding Business Day
or, if such amount is not determinable as of the close of business on such immediately preceding
Business Day, as of the close of business on the most recent Business Day on which such amount is
determinable, which Business Day shall be not more than two (2) Business Days



4









 




prior to the Business Day as of which any Borrowing Base is being calculated; provided
that the calculation of each Borrowing Base shall be further subject to the terms and conditions
set forth on Schedule 1.1(b); and provided further that (i) no Eligible Collateral
(including, without limitation, cash) shall be included in the calculation of any Borrowing Base
unless the Administrative Agent has a first priority perfected Lien on and security interest in
such Eligible Collateral pursuant to the Security Documents and (ii) no Eligible Collateral which
is subject to a securities lending arrangement shall be included in a Borrowing Base.




     “Borrowing Base Report” has the meaning specified in Section 6.11(c).



     “Borrowing Date” means, with respect to any Borrowing, the date upon which such
Borrowing is made.



     “Business Day” means (i) any day other than a Saturday or Sunday, a legal holiday or a
day on which commercial banks in Charlotte, North Carolina, New York, New York or Bermuda are
authorized or required by law to be closed, (ii) in respect of any determination relevant to a
LIBOR Loan, any such day that is also a day on which trading in Dollar deposits is conducted by
banks in the London interbank Eurodollar market, (iii) if such day relates to the issuance or
payment under any Letter of Credit denominated in Pounds Sterling (or any notice with respect
thereto), that is also a day on which commercial banks and the foreign exchange market settle
payments in London, England and/or (iv) if such day relates to the issuance or payment under any
Letter of Credit denominated in Euro (or any notice with respect thereto), that is also a TARGET
Day.



     “Capital Stock” means (i) with respect to any Person that is a corporation, any and
all shares, interests or equivalents in capital stock (whether voting or nonvoting, and whether
common or preferred) of such corporation and (ii) with respect to any Person that is not a
corporation, any and all partnership, membership, limited liability company or other equity
interests of such Person.



     “Cash Collateral Account” has the meaning given to such term in Section 3.8.



     “Cash Equivalents” means (i) securities issued or unconditionally guaranteed or
insured by the United States of America or any agency or instrumentality thereof, backed by the
full faith and credit of the United States of America and maturing within one year from the date of
acquisition, (ii) commercial paper issued by any Person organized under the laws of the United
States of America, maturing within 270 days from the date of acquisition and, at the time of
acquisition, having a rating of at least A-1 or the equivalent thereof by Standard & Poor’s or at
least P-1 or the equivalent thereof by Moody’s, (iii) time deposits and certificates of deposit
maturing within 270 days from the date of issuance and issued by a bank or trust company organized
under the laws of the United States of America or any state thereof (y) that has combined capital
and surplus of at least $500,000,000 or (z) that has (or is a subsidiary of a bank holding company
that has) a long-term unsecured debt rating of at least A or the equivalent thereof by Standard &
Poor’s or at least A2 or the equivalent thereof by Moody’s, (iv) repurchase obligations with a term
not exceeding thirty (30) days with respect to underlying securities of the types described in
clause (i) above entered into with any bank or trust company



5









 




meeting the qualifications specified in clause (iii) above, and (v) money market funds at least 95% of the
assets of which are continuously invested in securities of the foregoing types.




     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any
change in any law, rule, regulation or treaty or in the administration, interpretation or
application thereof by any Governmental Authority or (iii) the making or issuance of any request,
guideline or directive (whether or not having the force of law) by any Governmental Authority.



     “Claims” has the meaning given to such term in the definition of “Environmental
Claims”.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
successor statute, and all rules and regulations from time to time promulgated thereunder.



     “Collateral” has the meaning given to such term in the Security Agreement.



     “Commitment” means, with respect to any Lender, such Lender’s Tranche 1 Commitment
and/or Tranche 2 Commitment, as applicable.



     “Commitment Increase” has the meaning given to such term in Section 2.19(a).



     “Commitment Increase Date” has the meaning given to such term in Section 2.19(c).



     “Commitment Termination Date” means the Tranche 1 Termination Date and/or the Tranche
2 Termination Date, as the case may be.



     “Compliance Certificate” means a fully completed and duly executed certificate in the
form of Exhibit D, together with a Covenant Compliance Worksheet.



     “Consolidated Indebtedness” means, at any time, the aggregate (without duplication) of
all Indebtedness (whether or not reflected on Platinum Holdings’s or any Subsidiary’s balance
sheet) of Platinum Holdings and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP, and for the avoidance of doubt shall include any senior notes issued in connection with
any Equity Security Units.



     “Consolidated Net Income” means, for any period, net income (or loss) for Platinum
Holdings and its Subsidiaries for such period and as reflected on the consolidated financial
statements of Platinum Holdings and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP.



     “Consolidated Net Worth” means, at any time, the consolidated shareholders’ equity of
Platinum Holdings and its Subsidiaries determined in accordance with GAAP and as reflected on the
consolidated financial statements of Platinum Holdings and its Subsidiaries (without giving effect
to adjustments pursuant to Statement No. 115 of the Financial Accounting Standards Board of the
United States of America), but excluding any Disqualified Capital Stock.



6









 





     “Consolidated Tangible Net Worth” means, as of the date of any determination,
Consolidated Net Worth of Platinum Holdings and its Subsidiaries on such date less the amount of
all intangible items included therein, including, without limitation, goodwill, franchises,
licenses, patents, trademarks, trade names, copyrights, service marks, brand names and write-ups of
assets, but not including deferred acquisition costs.



     “Control” means, with respect to any Person, the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise; and the terms
“Controlled” and “Controlling” have correlative meanings.



     “Covenant Compliance Worksheet” means a fully completed worksheet in the form of
Attachment A to Exhibit D.



     “Credit Documents” means this Agreement, the Notes, the Letter of Credit Documents,
the Fee Letter, the Security Agreement, all of the other Security Documents, and all other
agreements, instruments, documents and certificates now or hereafter executed and delivered to the
Administrative Agent or any Lender by or on behalf of any Credit Party with respect to this
Agreement, in each case as amended, modified, supplemented or restated from time to time.



     “Credit Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal Dollar Amount of such Lender’s Tranche 1 Credit Exposure and Tranche 2 Letter
of Credit Exposure.



     “Credit Extension” means each of the following: (a) a Borrowing and (b) the Issuance
of any Letter of Credit.



     “Credit Party” means an Account Party or a Borrower, and “Credit Parties”
means all of the foregoing.



     “Currency” means the lawful currency of any country.



     “Custodial Account” means each custodial, brokerage or similar account of any Account
Party maintained by a custodian, broker or other securities intermediary as a “securities account”
within the meaning of Section 8-501(a) of the Uniform Commercial Code for such Account Party as the
“entitlement holder” within the meaning of Section 8-102(7) of the Uniform Commercial Code pursuant
to a Custodial Agreement, on which (and on the contents of which) a Lien has been granted as
security for the Tranche 2 Obligations of such Account Party.



     “Custodial Agreement” means each custodial or similar agreement between the Account
Parties (or any of them) and a Custodian, pursuant to which one or more Custodial Accounts are
maintained, in each case as amended.



     “Custodian” means each bank or financial institution that maintains a Custodial
Account (in its capacity as custodian thereof), in each case including any sub-custodian.



     “Default” means any event or condition that, with the passage of time or giving of
notice, or both, would constitute an Event of Default.



7









 





     “Defaulting Lender” means any Lender that (i) has refused to fund, or otherwise
defaulted in the funding of, its ratable share of any Borrowing requested and permitted to be made
hereunder, including the funding of a participation interest in Letters of Credit in accordance
with the terms hereof, (ii) has failed to pay to the Administrative Agent, Fronting Bank or any
Lender when due an amount owed by such Lender pursuant to the terms of this Credit Agreement,
unless such amount is subject to a good faith dispute, or (iii) has been deemed insolvent or has
become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar
official, and such refusal has not been withdrawn or such default has not been cured within three
(3) Business Days.



     “Disqualified Capital Stock” means, with respect to any Person, any Capital Stock of
such Person that, by its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event or otherwise, (i) matures or is
mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking
fund obligation or otherwise, (ii) is redeemable or subject to any mandatory repurchase requirement
at the sole option of the holder thereof, or (iii) is convertible into or exchangeable for (whether
at the option of the issuer or the holder thereof) (a) debt securities or (b) any Capital Stock
referred to in (i) or (ii) above, in each case under (i), (ii) or (iii) above at any time on or
prior to the first anniversary of the Final Maturity Date; provided, however, that
only the portion of Capital Stock that so matures or is mandatorily redeemable, is so redeemable at
the option of the holder thereof, or is so convertible or exchangeable on or prior to such date
shall be deemed to be Disqualified Capital Stock.



     “Dollar Amount” shall mean (i) with respect to Dollars or an amount denominated in
Dollars, such amount, and (ii) with respect to an amount of Foreign Currency or an amount
denominated in a Foreign Currency, the equivalent of such amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Spot Rate (determined with respect to the
most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency.



     “Dollars” or “$” means dollars of the United States of America.



     “Effective Date” has the meaning given to such term in Section 4.1.



     “Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an
Approved Fund, and (iv) any other Person (other than a natural person) approved by (y) the
Administrative Agent and (z) unless a Default or Event of Default has occurred and is continuing,
Platinum Holdings (each such approval not to be unreasonably withheld or delayed); provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include Platinum Holdings or any
of its Affiliates or Subsidiaries.



     “Eligible Collateral” means cash, Cash Equivalents and the other obligations and
investments specified on Schedule 1.1(b).



     “Eligible Percentage” means, for any category of Eligible Collateral, the percentage
set forth opposite such category of Eligible Collateral specified on Schedule 1.1(b) and, in each
case, subject to the original term to maturity criteria set forth therein.



8









 





     “Environmental Claims” means any and all administrative, regulatory or judicial
actions, suits, written notices of noncompliance or violation, investigations or proceedings
(collectively, “Claims”) relating in any way to any actual or alleged violation of or
liability under any Environmental Law by Platinum Holdings or any of its Subsidiaries in respect of
the conduct of their business or the ownership and/or operation of their respective properties,
including, without limitation, (i) any and all Claims by Governmental Authorities for enforcement,
cleanup, removal, response, remedial or other actions or damages pursuant to any applicable
Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from any alleged injury
or threat of injury to human health or the environment arising from exposure to, or the release or
threatened release of, any Hazardous Substances.



     “Environmental Laws” means any and all federal, state and local laws, statutes,
ordinances, rules, regulations, permits, licenses, approvals, rules of common law and orders of
Governmental Authorities, relating to the protection of human health, occupational safety with
respect to exposure to Hazardous Substances, or the environment, now or hereafter in effect, and in
each case as amended from time to time, including, without limitation, requirements pertaining to
the manufacture, processing, distribution, use, treatment, storage, disposal, transportation,
handling, reporting, licensing, permitting, investigation or remediation of Hazardous Substances.



     “Equity Security Units” means the units issued by Platinum Holdings granting the
holder thereof a contract right to purchase common shares of Platinum Holdings in 2005 and an
ownership interest in a 6.371% Senior Guaranteed Note due 2007 issued by Platinum Finance and
guaranteed by Platinum Holdings and any other equity security units issued by Platinum Holdings or
any of its Subsidiaries granting holders thereof similar economic rights.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any successor statute, and all rules and regulations from time to time
promulgated thereunder.



     “ERISA Affiliate” means any Person (including any trade or business, whether or not
incorporated) deemed to be under “common control” with, or a member of the same “controlled
group” as, Platinum Holdings or any of its Subsidiaries, within the meaning of Sections 414(b),
(c), (m) or (o) of the Code or Section 4001 of ERISA.



     “ERISA Event” means any of the following with respect to a Plan or Multiemployer Plan,
as applicable: (i) a Reportable Event, (ii) a complete or partial withdrawal by Platinum Holdings
or any ERISA Affiliate from a Multiemployer Plan that results in liability under Section 4201 or
4204 of ERISA, or the receipt by Platinum Holdings or any ERISA Affiliate of notice from a
Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of
ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA, (iii) the
distribution by Platinum Holdings or any ERISA Affiliate under Section 4041 or 4041A of ERISA of a
notice of intent to terminate any Plan or the taking of any action to terminate any Plan, (iv) the
commencement of proceedings by the PBGC under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or the receipt by Platinum Holdings or any ERISA
Affiliate of a notice from any Multiemployer Plan




9









 





that such action has been taken by the PBGC with respect to such Multiemployer Plan, (v) the
institution of a proceeding by any fiduciary of any Multiemployer Plan against Platinum Holdings or
any ERISA Affiliate to enforce Section 515 of ERISA, which is not dismissed within thirty (30)
days, (vi) the imposition upon Platinum Holdings or any ERISA Affiliate of any liability under
Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
or the imposition or threatened imposition of any Lien upon any assets of Platinum Holdings or any
ERISA Affiliate as a result of any alleged failure to comply with the Code or ERISA in respect of
any Plan, (vii) the engaging in or otherwise becoming liable for a nonexempt Prohibited Transaction
by Platinum Holdings or any ERISA Affiliate, (viii) a violation of the applicable requirements of
Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the Internal
Revenue Code by any fiduciary of any Plan for which Platinum Holdings or any of its ERISA
Affiliates may be directly or indirectly liable or (ix) the adoption of an amendment to any Plan
that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss
of tax-exempt status of the trust of which such Plan is a part if Platinum Holdings or an ERISA
Affiliate fails to timely provide security to such Plan in accordance with the provisions of such
sections.




     “Euro” means the single currency of Participating Member States of the European Union.



     “Event of Default” has the meaning given to such term in Section 9.1.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, and any successor statute, and all rules and regulations from time to time promulgated
thereunder.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Fronting Bank or any other recipient of any payment to be made by or on account of any obligation
of any Credit Party hereunder, (i) any taxes imposed on or measured by its overall net income
(however denominated), and any franchise taxes and other similar taxes imposed on it (in lieu of
net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of
which such recipient is organized or in which its principal office is located or in which it
otherwise is a tax resident (as such term is defined in the applicable tax treaty or convention)
or, in the case of any Lender, in which its applicable Lending Office is located, (ii) any branch
profits taxes imposed by the United States or any similar taxes imposed by any other jurisdiction
in which any Credit Party is located, (iii) in the case of a Foreign Lender (other than an assignee
pursuant to a request by Platinum Holdings under Section 2.18(a)), any withholding tax or deduction
of tax that under any law, regulation or double taxation agreement or treaty in force at the time
such Foreign Lender become a party hereto (or designates a new Lending Office) is imposed on
amounts payable to such Foreign Lender and (iv) in the case of any Lender, any withholding tax or
deduction of tax that is attributable to such Lender’s failure or inability (other than as a result
of a Change in Law) to comply with Section 2.16(e), except to the extent, in the case of clause
(iii), that such Foreign Lender designates a new Lending Office or assigns its interest to a
Foreign Lender assignee hereunder and was entitled, at the time of designation of a new Lending
Office (or assignment), to receive additional amounts from the Credit Parties with respect to such
withholding tax or deduction of tax pursuant to Section 2.16(a); in each case under clauses (i),
(ii), (iii) and (iv) above, Excluded Taxes shall include any interest, additions to tax or
penalties applicable thereto.



10









 





     “Existing Letters of Credit” means those letters of credit set forth on Schedule 3.3
and continued under this Agreement as Tranche 1 Letters of Credit issued as Participated Letters of
Credit pursuant to Section 3.3.



     “Federal Funds Rate” means, for any period, a fluctuating per annum interest rate
(rounded upwards, if necessary, to the nearest 1/100 of one percentage point) equal for each day
during such period to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day,
the average of the quotations for such day on such transactions received by the Administrative
Agent from three federal funds brokers of recognized standing selected by the Administrative Agent.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System or
any successor thereto.



     “Fee Letter” means the engagement letter from the Arranger to Platinum Holdings, dated
June 13, 2005, relating to certain fees payable by Platinum Holdings in respect of the transactions
contemplated by this Agreement, as amended, modified, restated or supplemented from time to time.



     “Final Expiry Date” means the date when the Tranche 1 Maturity Date and Tranche 2
Maturity Date have occurred, all Letters of Credit have expired or terminated and all Obligations
owing hereunder and in the other Credit Documents have been paid in full.



     “Final Maturity Date” means (i) in the case of Tranche 1 Letters of Credit, the first
anniversary of the Tranche 1 Termination Date and (ii) in the case of Tranche 2 Letters of Credit,
the first anniversary of the Tranche 2 Termination Date.



     “Financial Officer” means, with respect to Platinum Holdings, the chief financial
officer, vice president — finance, principal accounting officer or treasurer of Platinum Holdings.



     “Foreign Currency” means, at any time, (i) Pounds Sterling or (ii) Euro.



     “Foreign Currency Equivalent” shall mean, with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Foreign Currency as determined by the
Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of such Foreign Currency with Dollars.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
outside the United States.



     “Foreign Pension Plan” means any plan, fund (including, without limitation, any
superannuation fund) or other similar program established or maintained outside the United States
of America by Platinum Holdings or any one or more of its Subsidiaries primarily for the benefit of
employees of Platinum Holdings or such Subsidiaries residing outside the United States of America,
which plan, fund or other similar program provides, or results in, retirement



11









 







income, a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.



     “Fronting Bank” means Wachovia in its capacity as issuer of Participated Letters of
Credit, and its successors in such capacity.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.



     “GAAP” means generally accepted accounting principles in the United States of America,
as set forth in the statements, opinions and pronouncements of the Accounting Principles Board, the
American Institute of Certified Public Accountants and the Financial Accounting Standards Board,
consistently applied and maintained, as in effect from time to time (subject to the provisions of
Section 1.2).



     “Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the
European Central Bank).



     “Guarantors” means Platinum Holdings and Platinum Finance.



     “Guaranty” means the undertakings by Platinum Holdings and Platinum Finance under
Article XII.



     “Guaranty Obligation” means, with respect to any Person, at the time of determination,
any direct or indirect liability of such Person with respect to any Indebtedness, liability or
other obligation (the “primary obligation”) of another Person (the “primary
obligor”), whether or not contingent, (i) to purchase, repurchase or otherwise acquire such
primary obligation or any property constituting direct or indirect security therefor, (ii) to
advance or provide funds (x) for the payment or discharge of any such primary obligation or (y) to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net
worth or solvency or any balance sheet item, level of income or financial condition of the primary
obligor (including, without limitation, keep well agreements, maintenance agreements, comfort
letters or similar agreements or arrangements), (iii) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor in respect thereof to make payment of such primary obligation or (iv) otherwise
to assure or hold harmless the owner of any such primary obligation against loss or failure or
inability to perform in respect thereof; provided, however, that, with respect to
Platinum Holdings and its Subsidiaries, the term Guaranty Obligation shall not include endorsements
for collection or deposit in the ordinary course of business or trust arrangements, withheld
balances or any other collateral or security arrangements (other than letters of credit) entered
into in the ordinary course of business. The amount of any Guaranty Obligation of any guaranteeing
Person hereunder shall be deemed to be the lower of (a) an amount equal to the stated or
determinable



12









 







amount of the primary obligation in respect of which such Guaranty Obligation is made and (b)
the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the
instrument embodying such Guaranty Obligation, unless such primary obligation and the maximum
amount for which such guaranteeing Person may be liable are not stated or determinable, in which
case the amount of such Guaranty Obligation shall be such guaranteeing Person’s maximum reasonably
anticipated liability in respect thereof as determined by such guaranteeing Person in good faith.



     “Hazardous Substance” means any substance or material meeting any one or more of the
following criteria: (i) it is designated as a hazardous waste, hazardous substance, hazardous
material, pollutant, contaminant or toxic substance under any Environmental Law, (ii) it is toxic,
explosive, corrosive, ignitable, infectious, radioactive, mutagenic or otherwise hazardous to human
health or the environment and is or becomes regulated under any Environmental Law, or (iii) it is
or contains, without limiting the foregoing, asbestos, polychlorinated biphenyls, urea formaldehyde
foam insulation, petroleum hydrocarbons, petroleum derived substances or wastes, crude oil, nuclear
fuel, natural gas or synthetic gas.



     “Hedge Agreement” means any interest or foreign currency rate swap, cap, collar,
option, hedge, forward rate or other similar agreement or arrangement designed to protect against
fluctuations in interest rates or currency exchange rates, including any swap agreement.



     “Historical Statutory Statements” has the meaning given to such term in Section
5.11(b).



     “Increasing Lender” has the meaning given to such term in Section 2.19(a).



     “Indebtedness” means, with respect to any Person, at the time of determination
(without duplication), (i) all obligations of such Person for borrowed money, (ii) all obligations
of such Person evidenced by notes, bonds, debentures or similar instruments, or upon which interest
payments are customarily made (excluding the purchase contracts granting the right to the holders
of Equity Security Units to purchase common shares of Platinum Holdings), (iii) the maximum stated
or face amount of all surety bonds, letters of credit and bankers’ acceptances issued or created
for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed), (iv) all obligations of such Person to pay the deferred purchase price of property
or services (excluding trade payables incurred in the ordinary course of business and not past due
based on customary practices in the trade), (v) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property acquired by such
Person, (vi) all Capital Lease Obligations of such Person, (vii) all Disqualified Capital Stock
issued by such Person, with the amount of Indebtedness represented by such Disqualified Capital
Stock being equal to the greater of its voluntary or involuntary liquidation preference and its
maximum fixed repurchase price, (viii) the principal balance outstanding and owing by such Person
under any synthetic lease, tax retention operating lease or similar off-balance sheet financing
product, (ix) all Guaranty Obligations of such Person with respect to Indebtedness of another
Person, (x) the net termination obligations of such Person under any Hedge Agreements, calculated
as of any date as if such agreement or arrangement were terminated as of such date, and (xi) all
indebtedness of the types referred to in clauses (i) through (x) above (A) of any partnership or
unincorporated joint venture in which such Person is a general partner or joint venturer to the
extent such Person is liable therefor or (B) secured by



13









 







any Lien on any property or asset owned or held by such Person regardless of whether or not
the indebtedness secured thereby shall have been incurred or assumed by such Person or is
nonrecourse to the credit of such Person, the amount thereof being equal to the value of the
property or assets subject to such Lien; provided that Indebtedness shall not include obligations
with respect to Primary Policies and Reinsurance Agreements which are entered into in the ordinary
course of business.



     “Indemnified Taxes” means Taxes (including, for the avoidance of doubt, Other Taxes)
other than Excluded Taxes.



     “Indemnitee” has the meaning given to such term in Section 11.1(b).



     “Initial Loans” has the meaning given to such term in Section 2.19(d).



     “Insurance Regulatory Authority” means, with respect to any Insurance Subsidiary, the
insurance department or similar Governmental Authority charged with regulating insurance companies
or insurance holding companies, in its jurisdiction of domicile and, to the extent that it has
regulatory authority over such Insurance Subsidiary, in each other jurisdiction in which such
Insurance Subsidiary conducts business or is licensed to conduct business.



     “Insurance Subsidiary” means Platinum Bermuda, Platinum UK, Platinum US and any other
Subsidiary of Platinum Holdings the ability of which to pay dividends is regulated by an Insurance
Regulatory Authority or that is otherwise required to be regulated thereby in accordance with the
applicable Requirements of Law of its jurisdiction of domicile.



     “Interest Period” means, as to each LIBOR Loan, the period commencing on the date of
the Borrowing of such LIBOR Loan (or the date of any continuation of, or conversion into, such
LIBOR Loan), and ending one, two, three or six months (or, if acceptable to all of the Tranche 1
Lenders, nine or twelve months) thereafter, as selected by the applicable Borrower in its Notice of
Borrowing or Notice of Conversion/Continuation; provided, that:




     (i) all LIBOR Loans comprising a single Borrowing shall at all times have the same
Interest Period;




     (ii) each successive Interest Period applicable to such LIBOR Loan shall commence on
the day on which the next preceding Interest Period applicable thereto expires;




     (iii) LIBOR Loans may not be outstanding under more than five (5) separate Interest
Periods at any one time (for which purpose Interest Periods shall be deemed to be separate
even if they are coterminous);




     (iv) if any Interest Period otherwise would expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day unless such next
succeeding Business Day falls in another calendar month, in which case such Interest Period
shall expire on the next preceding Business Day;




     (v) no Interest Period shall extend beyond the Tranche 1 Maturity Date;



14









 






     (vi) if any Interest Period begins on a day for which there is no numerically
corresponding day in the calendar month during which such Interest Period would otherwise
expire, such Interest Period shall expire on the last Business Day of such calendar month;
and




     (vii) no Borrower may select any Interest Period (and consequently, no LIBOR Loans
shall be made or continued) if a Default or Event of Default shall have occurred and be
continuing at the time of such Notice of Borrowing or Notice of Conversion/Continuation with
respect to any Borrowing.



     “Invested Assets” means cash, Cash Equivalents, short term investments, investments
held for sale and any other assets which are treated as investments under GAAP.



     “Investment” means, as to any Person, any direct or indirect Acquisition or investment
by such Person, whether by means of (i) the purchase or other acquisition of Capital Stock or other
securities of another Person or (ii) a loan, advance or capital contribution to, guarantee or
assumption of debt of, or purchase or other Acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor guarantees Indebtedness of such other
Person. For purposes of covenant compliance, the amount of any Investment shall be the amount
actually invested, without adjustment for subsequent increases or decreases in the value of such
Investment, net of any returns of principal.



     “Investment Policy” means the investment policy of Platinum Holdings as in effect on
the Effective Date for the management of its investment portfolio with such revisions thereto as
are approved by the Board of Directors of Platinum Holdings from time to time.



     “Issue” means, with respect to any Letter of Credit, to issue, to amend or to extend
the expiry of, or to renew or increase the Stated Amount of, such Letter of Credit; and the terms
“Issued”, “Issuing” and “Issuance” have corresponding meanings.



     “Issuing Bank” means, (i) with respect to any Participated Letter of Credit, the
Fronting Bank, (ii) with respect to a Syndicated Letter of Credit, the Lenders who have issued such
Syndicated Letter of Credit, and (iii) any Eligible Assignee to which a portion of the Commitment
hereunder has been assigned pursuant to Section 11.6(b) so long as such Eligible Assignee expressly
agrees to perform in accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as an Issuing Bank and notifies the Administrative
Agent of its Lending Office (which information shall be recorded by the Administrative Agent in the
Register), for so long as such Issuing Bank or Eligible Assignee, as the case may be, is not a
Non-NAIC Lender.



     “L/C Advance” has the meaning given to such term in Section 3.2(f).



     “L/C Disbursement” means (i) with respect to any Participated Letter of Credit, a
payment made by the Fronting Bank pursuant thereto and (ii) with respect to any Syndicated Letter
of Credit, a payment made by a Lender pursuant thereto.



15









 





     “L/C Disbursement Date” means, with respect to each L/C Disbursement made under any
Letter of Credit, if the applicable Account Party receives notice from the Administrative Agent of
any L/C Disbursement prior to 4:00 p.m., Charlotte time, on any Business Day, such Business Day and
if such notice is received after 4:00 p.m., Charlotte time, on any Business Day, the following
Business Day.



     “Lender” means each Person signatory hereto as a “Lender” and each other Person that
becomes a “Lender” hereunder pursuant to Section 2.18, Section 2.19, or Section 11.6(b).



     “Lending Office” means, with respect to any Lender, the office of such Lender
designated as such in such Lender’s Administrative Questionnaire or in connection with an
Assignment and Assumption, or such other office as may be otherwise designated in writing from time
to time by such Lender to Platinum Holdings and the Administrative Agent. A Lender may designate
separate Lending Offices as provided in the foregoing sentence for the purposes of making or
maintaining different Types of Loans, and, with respect to LIBOR Loans, such office may be a
domestic or foreign branch or Affiliate of such Lender.



     “Letter of Credit” means any standby letter of credit Issued hereunder as a Tranche 1
Letter of Credit or a Tranche 2 Letter of Credit, whether Issued as a Syndicated Letter of Credit
or Participated Letter of Credit, and “Letters of Credit” means all of the foregoing.



     “Letter of Credit Documents” means, with respect to any Letter of Credit,
collectively, such Letter of Credit and any application therefor and any other agreements,
instruments, guarantees or other documents (whether general in application or applicable only to
such Letter of Credit) governing or providing for the rights and obligations of the parties
concerned or at risk with respect to such Letter of Credit.



     “Letter of Credit Exposure” means, collectively, the Tranche 1 Letter of Credit
Exposure and the Tranche 2 Letter of Credit Exposure applicable to any Lender or the Fronting Bank.



     “Letter of Credit Notice” means a Syndicated Letter of Credit Notice or a Participated
Letter of Credit Notice, as the context may require.



     “LIBOR Loan” means, at any time, any Loan that bears interest at such time at the
applicable Adjusted LIBOR Rate.



     “LIBOR Rate” means, with respect to each LIBOR Loan comprising part of the same
Borrowing for any Interest Period, an interest rate per annum obtained by dividing (i) (y) the rate
of interest (rounded upward, if necessary, to the nearest 1/16 of one percentage point) appearing
on Telerate Page 3750 (or any successor page) or (z) if no such rate is available, the rate of
interest determined by the Administrative Agent to be the rate or the arithmetic mean of rates
(rounded upward, if necessary, to the nearest 1/16 of one percentage point) at which Dollar
deposits in immediately available funds are offered to first-tier banks in the London interbank
Eurodollar market, in each case under (y) and (z) above at approximately 11:00 a.m., London time,
two (2) Business Days prior to the first day of such Interest Period for a period substantially
equal to such Interest Period and in an amount substantially equal to the amount of Wachovia’s
LIBOR Loan comprising part of such Borrowing, by (ii) the amount equal to 1.00 minus the Reserve
Requirement (expressed as a decimal) for such Interest Period.



16









 





     “Licenses” has the meaning given to such term in Section 5.4(c).



     “Lien” means any mortgage, pledge, hypothecation, assignment, security interest, lien
(statutory or otherwise), charge or other encumbrance of any nature, whether voluntary or
involuntary, including, without limitation, the interest of any vendor or lessor under any
conditional sale agreement, title retention agreement, Capital Lease or any other lease or
arrangement having substantially the same effect as any of the foregoing.



     “Loans” has the meaning given to such term in Section 2.1.



     “Losses” has the meaning given to such term in Section 11.1(b).



     “Margin Stock” has the meaning given to such term in Regulation U.



     “Material Adverse Effect” means a material adverse effect upon (i) the business,
assets, properties, operations or condition (financial or otherwise) of Platinum Holdings and its
Subsidiaries, taken as a whole, (ii) the ability of the Credit Parties taken as a whole to perform
their payment or other material obligations under this Agreement or any of the other Credit
Documents or (iii) the legality, validity or enforceability of this Agreement or any of the other
Credit Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder
and thereunder.



     “Material Insurance Subsidiary” means each Insurance Subsidiary that is a Material
Subsidiary.



     “Material Subsidiary” means each of (i) each Subsidiary Credit Party, (ii) at the
relevant time of determination, any other Subsidiary having (after the elimination of intercompany
accounts) (y) in the case of a non-Insurance Subsidiary, (A) assets constituting at least 10% of
the total assets of Platinum Holdings and its Subsidiaries on a consolidated basis, (B) revenues
for the four quarters most recently ended constituting at least 10% of the total revenues of
Platinum Holdings and its Subsidiaries on a consolidated basis, or (C) Net Income for the four
quarters most recently ended constituting at least 10% of the Consolidated Net Income of Platinum
Holdings and its Subsidiaries, in each case determined in accordance with GAAP as of the date of
the GAAP financial statements most recently delivered under Section 6.1 prior to such time (or,
with regard to determinations at any time prior to the initial delivery of financial statements
under Section 6.1, as of the date of the most recent financial statements referred to in Section
5.11(a)), or (z) in the case of an Insurance Subsidiary, (A) assets constituting at least 10% of
the aggregate assets of all of Platinum Holdings’s Insurance Subsidiaries, or (B) gross written
premiums for the four quarters most recently ended (or, if not readily available, the fiscal year
most recently ended) constituting at least 10% of the aggregate gross written premiums (without
duplication) of all of Platinum Holdings’s Insurance Subsidiaries, in each case determined in
accordance with SAP as of the date of the statutory financial statements most recently delivered
under Section 6.2 prior to such time (or, with regard to determinations at any time prior to the
initial delivery of financial statements under Section 6.2, as of the date of the most recent
financial statements referred to in Section 5.11(b)) and (iii) any Subsidiary that has any of the
foregoing as a Subsidiary.



     “Moody’s” means Moody’s Investors Service, Inc., and its successors and assigns.



17









 





     “Multiemployer Plan” means any “multiemployer plan” within the meaning of Section
4001(a)(3) of ERISA to which Platinum Holdings or any ERISA Affiliate makes, is making or is
obligated to make contributions or has made or been obligated to make contributions.



     “NAIC” means the National Association of Insurance Commissioners and any successor
thereto.



     “Net Income” means, with respect to any Person for any period, the net income (or
loss), after extraordinary items, taxes and all other items of expense and income of such Person
for such period, determined in accordance with GAAP.



     “Non-NAIC Lender” has the meaning given to such term in Section 3.1(i).



     “Notes” means, with respect to any Tranche 1 Lender requesting the same, the
promissory note of each Borrower in favor of such Tranche 1 Lender evidencing the Loans made by
such Tranche 1 Lender to such Borrower pursuant to Section 2.1, in substantially the form of
Exhibit A, together with any amendments, modifications and supplements thereto, substitutions
therefor and restatements thereof.



     “Notice of Borrowing” has the meaning given to such term in Section 2.2(b).



     “Notice of Conversion/Continuation” has the meaning given to such term in Section
2.10(b).



     “Obligations” means all principal of and interest (including interest accruing after
the filing of a petition or commencement of a case by or with respect to any Credit Party seeking
relief under any applicable federal and state laws pertaining to bankruptcy, reorganization,
arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief,
specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and
fraudulent conveyance laws, whether or not the claim for such interest is allowed in such
proceeding) on the Loans and Reimbursement Obligations and all fees, expenses, indemnities and
other obligations owing, due or payable at any time by any Credit Party to the Administrative
Agent, any Lender, the Fronting Bank or any other Person entitled thereto, under this Agreement or
any of the other Credit Documents, in each case whether direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, and
whether existing by contract, operation of law or otherwise.



     “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control,
and any successor thereto.



     “Other Taxes” means all present or future stamp or documentary taxes or duties or any
excise or property taxes, charges or similar levies or duties arising from any payment made
hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Credit Document.



     “Participant” has the meaning given to such term in Section 11.6(d).



18









 





     “Participated Letter of Credit Notice” has the meaning given to such term in Section
3.2(b).



     “Participated Letters of Credit” means (a) Letters of Credit issued by the Fronting
Bank under Section 3.2(a) and (b) the Existing Letters of Credit.



     “Participated Reimbursement Obligation” has the meaning given to such term in Section
3.2(e).



     “Participating Member State” means any member state of the European Community that
adopts or has adopted the Euro as its lawful currency in accordance with the legislation of the
European Community relating to the Economic and Monetary Union.



     “PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act of 2001), as amended from time
to time, and any successor statute, and all rules and regulations from time to time promulgated
thereunder.



     “Payment Office” means the office of the Administrative Agent designated on Schedule
1.1(a) under the heading “Instructions for wire transfers to the Administrative Agent,” or such
other office as the Administrative Agent may designate to the Lenders and the Credit Parties for
such purpose from time to time.



     “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA, and any successor thereto.



     “Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under Section
6.6; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and
repairmen’s Liens and other similar Liens arising in the ordinary course of business securing
obligations that are not overdue for a period of more than 60 days or which are being contested in
good faith and by appropriate proceedings and with respect to which adequate reserves have been
established, and are being maintained, in accordance with GAAP; (iii) pledges or deposits to secure
obligations under workers’ compensation, unemployment, old-age pensions, retirement benefits laws
or similar legislation or to secure public or statutory obligations; (iv) zoning restrictions,
easements, rights of way and other encumbrances on title to real property that do not render title
to the property encumbered thereby unmarketable or materially adversely affect the use of such
property for its present purposes, (v) Liens arising by virtue of trust arrangements, withheld
balances, or any other collateral or security arrangements (other than letters of credit) incurred
in connection with reinsurance obligations in the ordinary course of business or capital support
agreements or any other agreements by Platinum Holdings in support of the capital of any Insurance
Subsidiary, or guarantees or any other agreements by Platinum Holdings guaranteeing the obligations
of any Insurance Subsidiary under reinsurance agreements entered into in the ordinary course of
business; (vi) lease deposits; and (vii) Liens arising by virtue of any statutory or common law
provision relating to bankers’ liens, rights of set-off or other



19









 







similar rights or remedies existing solely with respect to cash and Cash Equivalents on
deposit pursuant to standard banking arrangements.



     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” means any “employee pension benefit plan” within the meaning of Section 3(2) of
ERISA that is subject to the provisions of Title IV of ERISA (other than a Multiemployer Plan) and
to which Platinum Holdings or any ERISA Affiliate may have any liability.



     “Platinum Bermuda” means Platinum Underwriters Bermuda, Ltd., an exempted company
incorporated in Bermuda.



     “Platinum Finance” means Platinum Underwriters Finance, Inc., a company incorporated
in the state of Delaware.



     “Platinum Holdings” has the meaning given to such term in the introductory paragraph
of this Agreement.



     “Platinum UK” means Platinum Re (UK) Limited, a company incorporated in England and
Wales.



     “Platinum US” means Platinum Underwriters Reinsurance, Inc., a company incorporated in
the State of Maryland.



     “Primary Policies” means any insurance policies issued by an Insurance Subsidiary.



     “Pounds Sterling” means the lawful currency of the United Kingdom of Great Britain and
Northern Ireland.



     “Private Act” means separate legislation enacted in Bermuda with the intention that
such legislation apply specifically to any Credit Party, in whole or in part.



     “Prohibited Transaction” means any transaction described in (i) Section 406 of ERISA
that is not exempt by reason of Section 408 of ERISA or by reason of a Department of Labor
prohibited transaction individual or class exemption or (ii) Section 4975(c) of the Code that is
not exempt by reason of Section 4975 (c)(2) or 4975(d) of the Code.



     “Ratable Share” means, with respect to any Lender, such Lender’s Tranche 1 Ratable
Share or the Tranche 2 Ratable Share, as the context may require.



     “Register” has the meaning given to such term in Section 11.6(c).



     “Regulations D, T, U and X” means Regulations D, T, U and X, respectively, of the
Federal Reserve Board, and any successor regulations.



20









 





     “Reimbursement Obligations” means the obligation of the applicable Account Party to
reimburse the applicable Issuing Banks for any payment made by such Issuing Banks under any Letter
of Credit, together with interest thereon payable as provided herein.



     “Reinsurance Agreement” means any agreement, contract, treaty, policy, certificate or
other arrangement whereby any Insurance Subsidiary agrees to assume from or reinsure an insurer or
reinsurer all or part of the liability of such insurer or reinsurer under a policy or policies of
insurance issued by such insurer or reinsurer.



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



     “Reportable Event” means, with respect to any Plan, (i) any “reportable event” within
the meaning of Section 4043(c) of ERISA for which the 30-day notice under Section 4043(a) of ERISA
has not been waived by the PBGC (including, without limitation, any failure to meet the minimum
funding standard of, or timely make any required installment under, Section 412 of the Code or
Section 302 of ERISA, regardless of the issuance of any waivers in accordance with Section 412(d)
of the Code), (ii) any such “reportable event” subject to advance notice to the PBGC under Section
4043(b)(3) of ERISA, (iii) any application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Code, and (iv) a cessation of operations described in Section
4062(e) of ERISA.



     “Required Lenders” means, at any time, the Lenders whose Commitments (or, after the
termination of the Commitments, outstanding Loans, Tranche 1 Letter of Credit Exposure and/or
Tranche 2 Letter of Credit Exposure) represent at least a majority of the aggregate, at such time,
of the Total Commitments (or, after the termination of the Total Commitments, the sum of (i) the
aggregate Tranche 1 Credit Exposure and (ii) the aggregate Tranche 2 Letter of Credit Exposure);
provided that the Commitment of, and the portion of the outstanding Loans, Tranche 1 Letter
of Credit Exposure and Tranche 2 Letter of Credit Exposure held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required Lenders.



     “Required Tranche 1 Lenders” means, at any time, the Tranche 1 Lenders whose Tranche 1
Commitments (or, after the Tranche 1 Termination Date, Tranche 1 Credit Exposure) represent at
least a majority of the aggregate, at such time, of the Tranche 1 Commitments (or, after the
Tranche 1 Termination Date, the aggregate Tranche 1 Credit Exposure); provided that the
Tranche 1 Commitment of, and the Tranche 1 Credit Exposure held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required Tranche 1 Lenders.



     “Required Tranche 2 Lenders” means, at any time, the Tranche 2 Lenders whose Tranche 2
Commitments (or, after the Tranche 2 Termination Date, Tranche 2 Letter of Credit Exposure)
represent at least a majority of the aggregate, at such time, of the Tranche 2 Commitments (or,
after the Tranche 2 Termination Date, the aggregate Tranche 2 Letter of Credit Exposure);
provided that the Tranche 2 Commitment of, and the Tranche 2 Letter of



21









 







Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes
of making a determination of Required Tranche 2 Lenders.



     “Requirement of Law” means, with respect to any Person, the charter, articles or
certificate of organization or incorporation and bylaws or other organizational or governing
documents of such Person, and any statute, law, treaty, rule, regulation, order, decree, writ,
injunction or determination of any arbitrator or court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject or otherwise pertaining to any or all of the transactions
contemplated by this Agreement and the other Credit Documents.



     “Reserve Requirement” means, with respect to any Interest Period, the reserve
percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) in effect from time to time during such Interest Period, as provided by
the Federal Reserve Board, applied for determining the maximum reserve requirements (including,
without limitation, basic, supplemental, marginal and emergency reserves) applicable to Wachovia
under Regulation D with respect to “Eurocurrency liabilities” within the meaning of Regulation D,
or under any similar or successor regulation with respect to Eurocurrency liabilities or
Eurocurrency funding.



     “Responsible Officer” means, with respect to any Credit Party, the president, the
chief executive officer, the chief financial officer, vice president-finance, principal accounting
officer or treasurer of such Credit Party, and any other officer or similar official thereof
responsible for the administration of the obligations of such Credit Party in respect of this
Agreement or any other Credit Document.



     “Revaluation Date” shall mean each of the following: (i) each date on which a Foreign
Currency Letter of Credit is Issued, (ii) each date on which an L/C Disbursement is made in a
Foreign Currency, (iii) the last Business Day of each calendar month, (iv) the Tranche 1
Termination Date, (v) the Tranche 2 Termination Date and (vi) such additional dates as the
Administrative Agent shall specify.



     “Sanctioned Country” means a country subject to a sanctions program identified on the
list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/sanctions, or as otherwise published from time to time.



     “Sanctioned Person” means (i) a Person named on the list of Specially Designated
Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn, or as otherwise published from time to time, or (ii) (A) an agency of
the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or
(C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program
administered by OFAC.



     “SAP” means, with respect to any Insurance Subsidiary, the statutory accounting
practices prescribed or permitted by the relevant Insurance Regulatory Authority of its
jurisdiction of domicile, consistently applied and maintained, as in effect from time to time,
subject to the provisions of Section 1.2.



22









 





     “Security Agreement” means each Security Agreement made by an Account Party in favor
of the Administrative Agent, in substantially the form of Exhibit F, as amended, modified, restated
or supplemented from time to time.



     “Security Documents” means (i) each Security Agreement, (ii) each Account Control
Agreement, (iii) each other security agreement executed and delivered pursuant to Section 6.12 and
(iv) each other document, agreement, certificate and/or financing statement, executed, delivered,
made or filed pursuant to the terms of the documents specified in foregoing clauses (i), (ii) and
(iii).



     “Spot Rate” shall mean, with respect to any Foreign Currency, the rate quoted by
Wachovia as the spot rate for the purchase by Wachovia of such Foreign Currency with Dollars
through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two
(2) Business Days prior to the date as of which the foreign exchange computation is made.



     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw
Hill Companies, Inc. and its successors and assigns.



     “Stated Amount” means, with respect to any Letter of Credit at any time, the aggregate
Dollar Amount available to be drawn thereunder at such time (regardless of whether any conditions
for drawing could then be met).



     “Subsequent Borrowing” has the meaning given to such term in Section 2.19(d).



     “Subsidiary” means, with respect to any Person, any corporation or other Person of
which more than 50% of the outstanding Capital Stock having ordinary voting power to elect a
majority of the board of directors, board of managers or other governing body of such Person, is at
the time, directly or indirectly, owned or controlled by such Person and one or more of its other
Subsidiaries or a combination thereof (irrespective of whether, at the time, securities of any
other class or classes of any such corporation or other Person shall or might have voting power by
reason of the happening of any contingency). When used without reference to a parent entity, the
term “Subsidiary” shall be deemed to refer to a Subsidiary of Platinum Holdings.



     “Subsidiary Credit Party” means any of Platinum Finance, Platinum Bermuda, Platinum US
or Platinum UK, as the context may require, and “Subsidiary Credit Parties” means all of
the foregoing.



     “Syndicated Letter of Credit Notice” has the meaning given to such term in Section
3.1(b).



     “Syndicated Letters of Credit” means Tranche 1 Letters of Credit and/or Tranche 2
Letters of Credit, as the case may be, issued under Section 3.1(a).



     “Syndicated Reimbursement Obligation” has the meaning given to such term in Section
3.1(f).



23









 





     “TARGET Day” means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer payment system (or any successor settlement system as determined by the
Administrative Agent) is open for the settlement of payments in Euro.



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



     “Total Capitalization” means, as of any date of determination, the sum of (i)
Consolidated Net Worth as of such date and (ii) Consolidated Indebtedness as of such date.



     “Total Commitments” means the Tranche 1 Commitments and Tranche 2 Commitments of all
Lenders.



     “Total Voting Power” means, with respect to any Person, the total number of votes
which may be cast in the election of directors of such Person at any meeting of stockholders of
such Person if all securities entitled to vote in the election of directors of such Person (on a
fully diluted basis, assuming the exercise, conversion or exchange of all rights, warrants, options
and securities exercisable for, exchangeable for or convertible into, such voting securities) were
present and voted at such meeting (other than votes that may be cast only upon the happening of a
contingency).



     “Tranche 1 Commitment” means, with respect to any Tranche 1 Lender at any time, the
commitment of such Tranche 1 Lender to make Loans, to issue and/or participate in Tranche 1 Letters
of Credit in an aggregate principal Dollar Amount at any time outstanding up to the amount set
forth opposite such Lender’s name on Schedule 1.1(a) under the caption “Tranche 1
Commitment”, or, if such Tranche 1 Lender has entered into one or more Assignment and
Assumptions, the amount set forth for such Tranche 1 Lender at such time in the Register maintained
by the Administrative Agent pursuant to Section 11.6(c) as such Tranche 1 Lender’s “Tranche 1
Commitment,” as such amount may be reduced, increased or terminated at or prior to such time
pursuant to the terms hereof.



     “Tranche 1 Commitment Fee” has the meaning given to such term in Section 2.9(b).



     “Tranche 1 Credit Exposure” means, with respect to any Tranche 1 Lender at any time,
the sum of (i) the aggregate principal Dollar Amount of all Loans made by such Tranche 1 Lender
that are outstanding at such time and (ii) such Tranche 1 Lender’s Tranche 1 Letter of Credit
Exposure at such time.



     “Tranche 1 Credit Extension” means each of the following: (i) a Borrowing of Loans
and (ii) the Issuance of any Tranche 1 Letter of Credit.



     “Tranche 1 Lender” means any Lender having a Tranche 1 Commitment (or, after the
Tranche 1 Commitments have terminated, any Lender holding outstanding Loans or Tranche 1 Letter of
Credit Exposure).



     “Tranche 1 Letters of Credit” means each of the following: (i) any Syndicated Letter
of Credit Issued by the Tranche 1 Lenders, (ii) any Participated Letter of Credit Issued by the



24









 







Fronting Bank in which the Tranche 1 Lenders have a participation interest and (iii) the
Existing Letters of Credit.



     “Tranche 1 Letter of Credit Exposure” means, at any time for each Tranche 1 Lender,
such Tranche 1 Lender’s Tranche 1 Ratable Share of the sum of (i) the aggregate Stated
Amount of all outstanding Tranche 1 Letters of Credit and (ii) the aggregate Dollar Amount of all
outstanding Tranche 1 Reimbursement Obligations at such time.



     “Tranche 1 Maturity Date” means the third anniversary of the Effective Date.



     “Tranche 1 Obligations” means all Obligations owing to any Tranche 1 Lender or the
Fronting Bank in respect of Loans and Tranche 1 Letters of Credit.



     “Tranche 1 Ratable Share” of any amount means, at any time for each Tranche 1 Lender,
a percentage obtained by dividing such Tranche 1 Lender’s Tranche 1 Commitment at such time by the
aggregate Tranche 1 Commitment then in effect, provided that, if the Tranche 1 Termination
Date has occurred, the Tranche 1 Ratable Share of each Tranche 1 Lender shall be determined by
dividing such Tranche 1 Lender’s Tranche 1 Commitment as in effect immediately prior thereto by the
aggregate Tranche 1 Commitment in effect immediately prior to the Tranche 1 Termination Date (but
also giving effect to any subsequent assignments).



     “Tranche 1 Reimbursement Obligations” means, collectively, Syndicated Reimbursement
Obligations and Participated Reimbursement Obligations relating to Tranche 1 Letters of Credit.



     “Tranche 1 Termination Date” means the Tranche 1 Maturity Date or such earlier date of
termination of the Tranche 1 Commitments pursuant to Section 2.5 or Section 9.2.



     “Tranche 1 Utilization Fee” has the meaning given to such term in Section 2.9(c).



     “Tranche 2 Commitment” means, with respect to any Tranche 2 Lender at any time, the
commitment of such Tranche 2 Lender to Issue and/or participate in Tranche 2 Letters of Credit in
an aggregate principal Dollar Amount at any time outstanding up to the amount set forth opposite
such Lender’s name on Schedule 1.1(a) under the caption “Tranche 2 Commitment”, or, if such Tranche
2 Lender has entered into one or more Assignment and Assumption, the amount set forth for such
Tranche 2 Lender at such time in the Register maintained by the Administrative Agent pursuant to
Section 11.6(c) as such Tranche 2 Lender’s “Tranche 2 Commitment,” as such amount may be reduced,
increased or terminated at or prior to such time pursuant to the terms hereof.



     “Tranche 2 Lender” means any Lender having a Tranche 2 Commitment (or, after the
Tranche 2 Commitments have terminated, any Lender holding outstanding Tranche 2 Letter of Credit
Exposure).



     “Tranche 2 Letters of Credit” means each of the following: (i) any Syndicated Letter
of Credit Issued by the Tranche 2 Lenders and (ii) any Participated Letter of Credit Issued by the
Fronting Bank in which the Tranche 2 Lenders have a participation interest.



25









 





     “Tranche 2 Letter of Credit Exposure” means, at any time for each Tranche 2 Lender,
such Tranche 2 Lender’s Tranche 2 Ratable Share of the sum of (i) the aggregate Stated
Amount of all outstanding Tranche 2 Letters of Credit and (ii) the aggregate Dollar Amount of all
outstanding Tranche 2 Reimbursement Obligations.



     “Tranche 2 Maturity Date” means the third anniversary of the Effective Date.



     “Tranche 2 Obligations” means all Obligations owing to any Tranche 2 Lender or the
Fronting Bank in respect of Tranche 2 Letters of Credit.



     “Tranche 2 Ratable Share” of any amount means, at any time for each Tranche 2 Lender,
a percentage obtained by dividing such Tranche 2 Lender’s Tranche 2 Commitment at such time by the
aggregate Tranche 2 Commitment then in effect, provided that, if the Tranche 2 Termination
Date has occurred, the Tranche 2 Ratable Share of each Tranche 2 Lender shall be determined by
dividing such Tranche 2 Lender’s Tranche 2 Commitment as in effect immediately prior thereto by the
aggregate Tranche 2 Commitment in effect immediately prior to the Tranche 2 Termination Date (but
also giving effect to any subsequent assignments).



     “Tranche 2 Reimbursement Obligations” means, collectively, Syndicated Reimbursement
Obligations and Participated Reimbursement Obligations relating to Tranche 2 Letters of Credit.



     “Tranche 2 Termination Date” means the Tranche 2 Maturity Date or such earlier date of
termination of the Tranche 2 Commitments pursuant to Section 2.5 or Section 9.2.



     “Type” has the meaning given to such term in Section 2.2(a).



     “Unfunded Pension Liability” means, with respect to any Plan, the excess of its
benefit liabilities under Section 4001(a)(16) of ERISA over the current value of its assets,
determined in accordance with the applicable assumptions used for funding under Section 412 of the
Code for the applicable plan year.



     “Unutilized Tranche 1 Commitment” means, at any time for each Tranche 1 Lender, such
Lender’s Tranche 1 Commitment less the sum of (i) the outstanding principal amount of Loans
made by such Tranche 1 Lender and (ii) such Tranche 1 Lender’s Tranche 1 Letter of Credit Exposure.



     “Unutilized Tranche 2 Commitment” means, at any time for each Tranche 2 Lender, such
Lender’s Tranche 2 Commitment less such Tranche 2 Lender’s Tranche 2 Letter of Credit
Exposure.



     “Wachovia” means Wachovia Bank, National Association, and its successors and assigns.



     “Wholly Owned” means, with respect to any Subsidiary of any Person, that 100% of the
outstanding Capital Stock of such Subsidiary is owned, directly or indirectly, by such Person.



      Section
1.2 Accounting Terms; GAAP and SAP. Except as otherwise expressly provided herein, all terms of an accounting
or financial nature shall be construed in accordance



26









 







with GAAP or SAP, as the context requires, each as in
effect from time to time; provided that, if Platinum Holdings notifies the Administrative Agent
that the Credit Parties request an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or SAP, as the case may be, or in the application
thereof on the operation of such provision (or if the Administrative Agent notifies the Credit
Parties that the Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in GAAP or SAP, as the
case may be, or in the application thereof, then such provision shall be interpreted on the basis
of GAAP or SAP, as the case may be, as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith.



     Section 1.3 Other Terms; Construction.



     (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented, restated or otherwise modified (subject to any
restrictions on such amendments, supplements, restatements or modifications set forth herein or in
any other Credit Document), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and assigns permitted hereunder, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used in any Credit
Document, shall be construed to refer to such Credit Document in its entirety and not to any
particular provision thereof, (iv) all references in a Credit Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, the Credit Document in which such references appear, (v) any reference to any law or
regulation herein shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights.



     (b) All references herein to the Lenders, the Tranche 1 Lenders or the Tranche 2 Lenders or
any of them shall be deemed to include the Fronting Bank unless specifically provided otherwise or
unless the context otherwise requires and all references in Article III to the Lenders shall mean
either the Tranche 1 Lenders or the Tranche 2 Lenders, as the case may be, (and in each case shall
also include the Fronting Bank if the context includes Participated Letters of Credit) unless
specifically provided otherwise or unless the context otherwise requires.



     Section 1.4 Exchange Rates; Currency Equivalents.



     (a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be
used for calculating the Dollar Amounts of Letters of Credit denominated in a Foreign



27









 







Currency and other amounts outstanding under this Agreement denominated in a Foreign Currency.
Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates
employed in converting any amounts between the applicable currencies until the next Revaluation
Date to occur. Except as otherwise provided herein, the applicable amount of any Currency for
purposes of this Agreement and the other Credit Documents shall be such Dollar Amount as so
determined by the Administrative Agent.



     (b) Wherever in this Agreement, in connection with any Letter of Credit denominated in a
Foreign Currency, an amount, such as a required minimum Stated Amount, is expressed in Dollars,
such amount shall be the relevant Foreign Currency Equivalent of such Dollar Amount (rounded as
nearly as practicable to the nearest number of whole units of such Foreign Currency), as determined
by the Administrative Agent.



     (c) Determinations by the Administrative Agent pursuant to this Section shall be conclusive
absent manifest error.



     Section 1.5 Redenomination of Certain Foreign Currencies and Computation of Dollar
Amounts.



     (a) Each obligation of Platinum UK or Platinum Bermuda under this Agreement or any other
Credit Document to which it is a party to make a payment denominated in Pounds Sterling shall be
redenominated into Euros at the time Great Britain adopts the Euro as its lawful currency after the
date hereof. If the basis of accrual of interest expressed in this Agreement in respect of Pounds
Sterling shall be inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by
such convention or practice with effect from the date on which Great Britain adopts the Euro as its
lawful currency.



     (b) This Agreement will, to the extent the Administrative Agent (acting reasonably after
consultation with Platinum UK or Platinum Bermuda) determines to be necessary, be amended to comply
with any other generally accepted conventions and market practices in the London interbank market
and otherwise to reflect the adoption of the Euro by Great Britain.



     (c) References herein to minimum Dollar Amounts and integral multiples stated in Dollars,
where they shall also be applicable to Foreign Currency, shall be deemed to refer to approximate
Foreign Currency Equivalents. Wherever in this Agreement an amount, such as a minimum or maximum
limitation on Indebtedness permitted to be incurred or Investments permitted to be made hereunder,
is expressed in Dollars, it shall be deemed to refer to the Dollar Amount thereof.



ARTICLE II




AMOUNT AND TERMS OF THE CREDIT




     Section 2.1 Commitments.



     (a) Upon and subject to the terms and conditions hereof, (i) each Tranche 1 Lender hereby
agrees from time to time on any Business Day during the Availability Period to Issue
Tranche 1 Letters of Credit as Syndicated Letters of Credit for the account of any Account
Party,



28









 







subject to the terms and conditions of Article III, (ii) the Fronting Bank hereby agrees
from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of
Credit as Participated Letters of Credit for the account of any Account Party and each Tranche 1
Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under
Tranche 1 Letters of Credit issued as Participated Letters of Credit, subject to the terms and
conditions of Article III and (iii) each Tranche 1 Lender hereby agrees to make loans (each, a
“Loan,” and collectively, the “Loans”) to one or more of the Borrowers from time to
time on any Business Day during the period from and including the Effective Date to but not
including the Tranche 1 Termination Date; provided that no Tranche 1 Lender shall be
obligated to make or participate in any Tranche 1 Credit Extension if, immediately after giving
effect thereto, (x) the Tranche 1 Credit Exposure of any Tranche 1 Lender would exceed its Tranche
1 Commitment at such time, (y) the aggregate Tranche 1 Credit Exposure would exceed the aggregate
Tranche 1 Commitment at such time or (z) with respect to any Tranche 1 Credit Extension
constituting the Issuance of Tranche 1 Letters of Credit, the applicable conditions in Section 3.4
are not met. Within the foregoing limits, and subject to and on the terms and conditions hereof,
the Borrowers may borrow, repay and reborrow Loans, and the Account Parties may obtain Tranche 1
Letters of Credit on a revolving basis to replace Tranche 1 Letters of Credit that have expired or
that have been drawn upon and reimbursed.



     (b) Upon and subject to the terms and conditions hereof, (i) each Tranche 2 Lender hereby
agrees from time to time on any Business Day during the Availability Period to Issue Tranche 2
Letters of Credit as Syndicated Letters of Credit for the account of any Account Party, subject to
the terms and conditions of Article III and (ii) the Fronting Bank hereby agrees from time to time
on any Business Day during the Availability Period to Issue Tranche 2 Letters of Credit as
Participated Letters of Credit for the account of any Account Party and each Tranche 2 Lender
hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 2
Letters of Credit issued as Participated Letters of Credit, subject to the terms and conditions of
Article III; provided that no Tranche 2 Lender shall be obligated to Issue or participate
in any Tranche 2 Letter of Credit if, immediately after giving effect thereto, (w) the Tranche 2
Letter of Credit Exposure of any Tranche 2 Lender would exceed its Tranche 2 Commitment at such
time, (x) the aggregate Tranche 2 Letter of Credit Exposure would exceed the aggregate Tranche 2
Commitment at such time, (y) the sum of the aggregate Tranche 2 Letter of Credit Exposure
attributable to such Account Party on whose account the Tranche 2 Letter of Credit is being issued
exceeds the Borrowing Base of such Account Party at such time or (z) the applicable conditions in
Section 3.4 are not met. Within the foregoing limits, and subject to and on the terms and
conditions hereof, the Account Parties may obtain Tranche 2 Letters of Credit on a revolving basis
to replace Tranche 2 Letters of Credit that have expired or that have been drawn upon and
reimbursed.



     Section 2.2 Borrowings.




     (a) The Loans shall, at the option of the applicable Borrower and subject to the terms
and conditions of this Agreement, be either Base Rate Loans or LIBOR
Loans (each, a “Type” of
Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise
specifically provided herein, be of the same Type.




29










 






     (b) In order to make a Borrowing (other than Borrowings involving continuations or conversions
of outstanding Loans, which shall be made pursuant to Section 2.10), the applicable Borrower will
give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3)
Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time,
on the same Business Day prior to each Borrowing of Base Rate Loans. Each such notice (each, a
“Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and
shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant
to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be
applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its
receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1
Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:




     (i) each Borrowing of Base Rate Loans shall be in a principal amount not less than
$3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each
Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if
greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than
the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);




     (ii) if the applicable Borrower shall have failed to designate the Type of Loans in a
Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and




     (iii) if the applicable Borrower shall have failed to specify an Interest Period to be
applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have
selected an Interest Period of one month.



     (c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1
Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars
and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested
Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable
conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension,
Section 4.1), the Administrative Agent shall make all funds so received available to the applicable
Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a).



     Section 2.3 Disbursements; Funding Reliance; Domicile of Loans.



     (a) Each Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each
Borrowing it makes in accordance with the terms of any written instructions from any Authorized
Officer of such Borrower; provided that the Administrative Agent shall not be obligated
under any circumstances to forward amounts to any account not listed in an Account Designation
Letter. Any Borrower may at any time deliver to the Administrative Agent an Account Designation
Letter listing any additional accounts or deleting any accounts listed in a previous Account
Designation Letter.



30









 





     (b) Unless the Administrative Agent shall have received notice from a Tranche 1 Lender prior
to the proposed date of any Borrowing that such Tranche 1 Lender will not make available to the
Administrative Agent such Tranche 1 Lender’s Tranche 1 Ratable Share of such Borrowing, the
Administrative Agent may assume that such Tranche 1 Lender has made such share available on such
date in accordance with Section 2.2 and may (but shall not be so required to), in reliance thereon,
make available to the applicable Borrower a corresponding amount. In such event, if a Tranche 1
Lender has not in fact made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Tranche 1 Lender and the applicable Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to such Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be
made by such Tranche 1 Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation and (ii)
in the case of a payment to be made by such Borrower, the Adjusted Base Rate. If such Borrower and
such Tranche 1 Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of
such interest paid by such Borrower for such period. If such Tranche 1 Lender pays its Tranche 1
Ratable Share of the applicable Borrowing to the Administrative Agent, then the amount so paid
shall constitute such Tranche 1 Lender’s Loan included in such Borrowing. Any payment by any
Borrower shall be without prejudice to any claim such Borrower may have against a Tranche 1 Lender
that shall have failed to make such payment to the Administrative Agent.



     (c) Each Tranche 1 Lender may, at its option, make and maintain any Loan at, to or for the
account of any of its Lending Offices, provided that any exercise of such option shall not
affect the obligation of the applicable Borrower to repay such Loan to or for the account of such
Tranche 1 Lender in accordance with the terms of this Agreement.



     (d) The obligations of the Lenders hereunder to make Loans, to make L/C Disbursements in
respect of Syndicated Letters of Credit, to fund participations in Participated Letters of Credit
and to make payments pursuant to Section 11.1 are several and not joint. The failure of any Lender
to make any such Loan, to make any such L/C Disbursement, to fund any such participation or to make
any such payment on any date shall not relieve any other Lender of its corresponding obligation, if
any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any
other Lender to so make its Loan, to make its L/C Disbursement, purchase its participation or to
make any such payment required hereunder.



     Section 2.4 Evidence of Debt; Notes.



     (a) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to the applicable Lending Office of such Lender
resulting from the Credit Extensions made by such Lending Office of such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lending Office of such
Tranche 1 Lender from time to time under this Agreement.



31









 





     (b) The Administrative Agent shall maintain the Register pursuant to Section 11.6(c), and a
subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded
(i) the amount of each such Loan, the Type of each such Loan and the Interest Period applicable
thereto, (ii) the date and amount of each applicable L/C Disbursement made under a Letter of
Credit, (iii) the amount of any principal or interest due and payable or to become due and payable
from the applicable Borrower to each Tranche 1 Lender hereunder in respect of each such Loan, (iv)
the amount of any Reimbursement Obligation or interest due and payable or to become due and payable
from any Account Party to each Lender and (v) the amount of any sum received by the Administrative
Agent hereunder from the applicable Credit Party and each Lender’s Ratable Share thereof.



     (c) The entries made in the Register and subaccounts maintained pursuant to Section 2.4(b)
(and, if consistent with the entries of the Administrative Agent, the accounts maintained pursuant
to Section 2.4(a)) shall, to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of the applicable Credit Party therein recorded;
provided, however, that the failure of any Tranche 1 Lender or the Administrative
Agent to maintain such account, such Register or such subaccount, as applicable, or any error
therein, shall not in any manner affect the obligation of each Borrower or Account Party to repay
(with applicable interest) the Obligations of such Borrower or Account Party under this Agreement.



     (d) The Loans made by each Tranche 1 Lender shall, if requested by the applicable Tranche 1
Lender (which request shall be made to the Administrative Agent), be evidenced by a Note
appropriately completed in substantially the form of Exhibit A, executed by each Borrower and
payable to the order of such Tranche 1 Lender. Each Note shall be entitled to all of the benefits
of this Agreement and the other Credit Documents and shall be subject to the provisions hereof and
thereof.



     Section 2.5 Termination and Reduction of Commitments.



     (a) The Tranche 1 Commitments shall be automatically and permanently terminated on the Tranche
1 Termination Date, and the Tranche 2 Commitments shall be automatically and permanently terminated
on the Tranche 2 Termination Date.



     (b) At any time and from time to time after the date hereof, upon not less than three (3)
Business Days’ prior written notice to the Administrative Agent, Platinum Holdings may terminate in
whole or reduce in part the aggregate Unutilized Tranche 1 Commitments; provided that any
such partial reduction shall be in an aggregate amount of not less than $10,000,000 or, if greater,
an integral multiple of $5,000,000 in excess thereof, and applied ratably among the Tranche 1
Lenders according to their respective Tranche 1 Commitments. The amount of any termination or
reduction made under this Section 2.5(b) may not thereafter be reinstated.



     (c) At any time and from time to time after the date hereof, upon not less than three (3)
Business Days’ prior written notice to the Administrative Agent, Platinum Holdings may terminate in
whole or reduce in part the aggregate Unutilized Tranche 2 Commitments; provided that any
such partial reduction shall be in an aggregate amount of not less than $10,000,000 or, if greater,
an integral multiple of $5,000,000 in excess thereof, and applied ratably among the



32









 




Tranche 2 Lenders according to their respective Tranche 2 Commitments. The amount of any
termination or reduction made under this Section 2.5(c) may not thereafter be reinstated.




     (d) All fees accrued in respect of the Unutilized Tranche 1 Commitments or the Unutilized
Tranche 2 Commitments until the effective date of any termination thereof shall be paid on the
effective date of such termination.



     Section 2.6 Mandatory Payments and Prepayments.



     (a) Except to the extent due or paid sooner pursuant to the provisions hereof, each Borrower
shall repay to the Lenders on the Tranche 1 Maturity Date the aggregate outstanding principal
amount of Loans made to such Borrower.



     (b) Subject to the provisions of Section 3.8(a), in the event that, at any time, the aggregate
Tranche 1 Credit Exposure shall exceed the aggregate Tranche 1 Commitments at such time (after
giving effect to any concurrent termination or reduction thereof), each Borrower will immediately
prepay the outstanding principal amount of Loans made to it in its pro rata portion of the amount
of such excess; provided that, to the extent such excess amount is greater than the
aggregate principal amount of Loans outstanding immediately prior to the application of such
prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in such
Borrower’s Cash Collateral Account as cover for the aggregate Tranche 1 Letter of Credit Exposure
of such Borrower, as more particularly described in Section 3.8, and thereupon such cash shall be
deemed to reduce the aggregate Tranche 1 Letter of Credit Exposure by an equivalent Dollar Amount.



     (c) Subject to the provisions of Section 3.8(b), in the event that, at any time, the aggregate
Tranche 2 Letter of Credit Exposure shall exceed the aggregate Tranche 2 Commitments at such time
(after giving effect to any concurrent termination or reduction thereof), each Account Party shall
within one Business Day pay or deliver to the Administrative Agent an amount of cash or Cash
Equivalents in an aggregate amount equal to its pro rata portion of the amount of such excess, with
any such cash or Cash Equivalents retained by the Administrative Agent and held in such Account
Party’s Cash Collateral Account as cover for the aggregate Tranche 2 Letter of Credit Exposure of
such Account Party, as more particularly described in Section 3.8, and thereupon such cash or Cash
Equivalents shall be deemed to reduce the aggregate Tranche 2 Letter of Credit Exposure by an
equivalent amount.



     (d) Subject to the provisions of Section 2.6(c) and Section 3.8(b), in the event that, at any
time, the aggregate Tranche 2 Letter of Credit Exposure attributable to any Account Party exceeds
the Borrowing Base of such Account Party at such time, such Account Party shall immediately deposit
into a Custodial Account Eligible Collateral or reduce its Tranche 2 Obligations, or a combination
of the foregoing, in an amount sufficient to eliminate such excess.



     Section 2.7 Voluntary Prepayments.



     (a) At any time and from time to time, each Borrower may prepay its Loans, in whole or in
part, together with accrued interest to the date of prepayment, without premium or penalty (except
as provided in clause (iii) below), upon written notice given to the Administrative Agent not later
than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended



33









 




prepayment of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base
Rate Loans; provided that (i) each partial prepayment shall be in a principal amount of
$1,000,000 or an integral multiple of $500,000 in excess thereof, (ii) no partial prepayment of
LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal
amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater
amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together
with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a
prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable
thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate
principal amount and Type of the Loans to be prepaid (and, in the case of LIBOR Loans, the Interest
Period of the Borrowing pursuant to which made), and shall be irrevocable and shall bind such
Borrower to make such prepayment on the terms specified therein. Loans prepaid pursuant to this
Section 2.7(a) may be reborrowed, subject to the terms and conditions of this Agreement. In the
event the Administrative Agent receives a notice of prepayment under this Section, the
Administrative Agent will give prompt notice thereof to the Tranche 1 Lenders; provided
that if such notice has also been furnished to the Tranche 1 Lenders, the Administrative Agent
shall have no obligation to notify the Tranche 1 Lenders with respect thereto.




     (b) Each prepayment of the Loans made pursuant to this Section 2.7 shall be applied among the
Tranche 1 Lenders in accordance with their respective Tranche 1 Ratable Share.



     Section 2.8 Interest.



     (a) Subject to the provisions of Section 2.8(b), each Loan shall bear interest on the
outstanding principal amount thereof, from the date of Borrowing thereof until such principal
amount shall be paid in full, (i) at the Adjusted Base Rate, as in effect from time to time during
such periods as such Loan is a Base Rate Loan, and (ii) at the Adjusted LIBOR Rate, as in effect
from time to time during such periods as such Loan is a LIBOR Loan.



     (b) Upon the occurrence and during the continuance of Default and/or Event of Default under
Section 9.1(a), and (at the election of the Required Lenders) upon the occurrence and during the
continuance of any other Event of Default, all outstanding principal amounts of the Loans, all
Reimbursement Obligations (to the extent not already bearing an additional 2% per annum pursuant to
Section 3.6) and, to the greatest extent permitted by law, all interest accrued on the Loans and
all other accrued and outstanding fees and other amounts hereunder, shall bear interest at a rate
per annum equal to the interest rate applicable from time to time thereafter to such Loans (whether
the Adjusted Base Rate or the Adjusted LIBOR Rate) plus 2% (or, in the case of interest, fees and
other amounts for which no rate is provided hereunder, at the Adjusted Base Rate plus 2%), and, in
each case, such default interest shall be payable on demand. To the greatest extent permitted by
law, interest shall continue to accrue after the filing by or against any Borrower of any petition
seeking any relief in bankruptcy or under any law pertaining to insolvency or debtor relief.



     (c) Accrued (and theretofore unpaid) interest shall be payable as follows (other than with
respect to any L/C Disbursement under Section 3.6):



34









 






     (i) in respect of each Base Rate Loan (including any Base Rate Loan or portion thereof
paid or prepaid pursuant to the provisions of Section 2.6 or Section 2.7, except as provided
hereinbelow), in arrears on the last Business Day of each calendar quarter, beginning with
the first such day to occur after the Effective Date; provided, that in the event
the Loans are repaid or prepaid in full and the Tranche 1 Commitments have been terminated,
then accrued interest in respect of all Base Rate Loans shall be payable together with such
repayment or prepayment on the date thereof;




     (ii) in respect of each LIBOR Loan (including any LIBOR Loan or portion thereof paid or
prepaid pursuant to the provisions of Section 2.6 or Section 2.7, except as provided
hereinbelow), in arrears (y) on the last Business Day of the Interest Period applicable
thereto (subject to the provisions of clause (iv) in the definition of “Interest Period”)
and (z) in addition, in the case of an Interest Period of six months or longer, on the date
occurring three months after the first day of such Interest Period; provided, that
in the event all LIBOR Loans made pursuant to a single Borrowing are repaid or prepaid in
full, then accrued interest in respect of such LIBOR Loans shall be payable together with
such repayment or prepayment on the date thereof; and




     (iii) in respect of any Loan, at maturity (whether pursuant to acceleration or
otherwise) and, after maturity, on demand.



     (d) Nothing contained in this Agreement or in any other Credit Document shall be deemed to
establish or require the payment of interest to any Lender at a rate in excess of the maximum rate
permitted by applicable law. If the amount of interest payable for the account of any Lender on
any interest payment date would exceed the maximum amount permitted by applicable law to be charged
by such Lender, the amount of interest payable for its account on such interest payment date shall
be automatically reduced to such maximum permissible amount. In the event of any such reduction
affecting any Lender, if from time to time thereafter the amount of interest payable for the
account of such Lender on any interest payment date would be less than the maximum amount permitted
by applicable law to be charged by such Lender, then the amount of interest payable for its account
on such subsequent interest payment date shall be automatically increased to such maximum
permissible amount; provided that at no time shall the aggregate amount by which interest
paid for the account of any Lender has been increased pursuant to this sentence exceed the
aggregate amount by which interest paid for its account has theretofore been reduced pursuant to
the previous sentence.



     (e) The Administrative Agent shall promptly notify the applicable Borrower and the Tranche 1
Lenders upon determining the interest rate for each Borrowing of LIBOR Loans after its receipt of
the relevant Notice of Borrowing or Notice of Conversion/Continuation, and upon each change in the
Base Rate; provided, however, that the failure of the Administrative Agent to
provide the applicable Borrower or the Tranche 1 Lenders with any such notice shall neither affect
any obligations of such Borrower or the Tranche 1 Lenders hereunder nor result in any liability on
the part of the Administrative Agent to any Borrower or any Tranche 1 Lender. Each such
determination (including each determination of the Reserve Requirement) shall, absent manifest
error, be conclusive and binding on all parties hereto.



35









 





     Section 2.9 Fees. Platinum Holdings agrees to pay, on behalf of itself and the other Credit Parties,



     (a) To the Arranger, the Fronting Bank and Wachovia, for their own respective accounts, fees
in the amounts and at the times specified in the Fee Letter;



     (b) To the Administrative Agent, for the account of each Tranche 1 Lender, a commitment fee
(the “Tranche 1 Commitment Fee”) for each calendar quarter (or portion thereof) at a per
annum rate equal to the Applicable Percentage in effect for such fee from time to time during such
quarter on such Tranche 1 Lender’s Tranche 1 Ratable Share of the average daily aggregate
Unutilized Tranche 1 Commitments, payable in arrears (i) on the last Business Day of each calendar
quarter, beginning with the first such day to occur after the Effective Date through the Tranche 1
Termination Date, and (ii) on the Tranche 1 Termination Date. If there is any change in the
Applicable Percentage during any quarter, the actual daily amount shall be computed and multiplied
by the Applicable Percentage separately for each period during such quarter that such Applicable
Percentage was in effect;



     (c) To the Administrative Agent, for the account of each Tranche 1 Lender, a utilization fee
(the “Tranche 1 Utilization Fee”) payable for each day the aggregate outstanding principal
amount of Loans made by Tranche 1 Lenders is greater than 50% of the aggregate Tranche 1
Commitments then in effect (or, if terminated, in effect immediately prior to such termination),
including at any time during which one or more of the conditions in Section 4.2 is not met. The
utilization fee shall be computed at a per annum rate equal to the Applicable Percentage in effect
for such fee from time to time on such Tranche 1 Lender’s Tranche 1 Ratable Share of the average
daily aggregate outstanding principal amount of the Loans made by the Tranche 1 Lenders. The
utilization fee shall be due and payable quarterly in arrears (i) on the last Business Day of each
calendar quarter, commencing with the first such date to occur after the Effective Date through the
Final Expiry Date and (ii) on the Final Expiry Date. If there is any change in the Applicable
Percentage during any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Percentage separately for each period during such quarter that such Applicable
Percentage was in effect;



     (d) To the Administrative Agent, for the account of each Tranche 1 Lender, a letter of credit
fee (the “Tranche 1 Letter of Credit Fee”) for each calendar quarter (or portion thereof)
in respect of all Tranche 1 Letters of Credit outstanding during such quarter, at a per annum rate
equal to the Applicable Percentage in effect for such fee from time to time during such quarter, on
such Tranche 1 Lender’s Tranche 1 Ratable Share of the average daily aggregate Stated Amount of
such Tranche 1 Letters of Credit. The letter of credit fee shall be due and payable quarterly in
arrears (i) on the last Business Day of each calendar quarter, commencing with the first such date
to occur after the Effective Date through the Final Maturity Date and (ii) on the Final Maturity
Date. If there is any change in the Applicable Percentage during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Percentage separately for each period
during such quarter that such Applicable Percentage was in effect;



     (e) To the Administrative Agent, for the account of each Tranche 2 Lender, a commitment fee
(the “Tranche 2 Commitment Fee”) for each calendar quarter (or portion thereof) at a per
annum rate of 0.08% on such Lender’s Tranche 2 Ratable Share of the average



36









 




daily aggregate
Unutilized Tranche 2 Commitments, payable in arrears (i) on the last Business
Day of each calendar quarter, beginning with the first such day to occur after the Effective
Date through the Tranche 2 Termination Date, and (ii) on the Tranche 2 Termination Date;




     (f) To the Administrative Agent, for the account of each Tranche 2 Lender, a letter of credit
fee (the “Tranche 2 Letter of Credit Fee”) for each calendar quarter (or portion thereof)
in respect of all Tranche 2 Letters of Credit outstanding during such quarter, at a per annum rate
equal to 0.275% on such Tranche 2 Lender’s Tranche 2 Ratable Share of the average daily aggregate
Stated Amount of such Tranche 2 Letters of Credit. The letter of credit fee shall be due and
payable quarterly in arrears (i) on the last Business Day of each calendar quarter, commencing with
the first such date to occur after the Effective Date through the Final Maturity Date and (ii) on
the Final Maturity Date; and



     (g) To the Administrative Agent and the Fronting Bank, each for its own account, with respect
to the Issuance of each Letter of Credit hereunder, such reasonable fees and expenses as the
Administrative Agent or Fronting Bank, as the case may be, customarily requires in connection with
the issuance, amendment, transfer, negotiation, processing and/or administration of letters of
credit.



     Section 2.10 Conversions and Continuations.



     (a) Each Borrower may elect (i) to convert all or a portion of the outstanding principal
amount of any of its Base Rate Loans into LIBOR Loans, or to convert any of its LIBOR Loans the
Interest Periods for which end on the same day into Base Rate Loans, or (ii) upon the expiration of
any Interest Period, to continue all or a portion of the outstanding principal amount of any of its
LIBOR Loans the Interest Periods for which end on the same day for an additional Interest Period,
provided that (x) any such conversion of LIBOR Loans into Base Rate Loans shall be in a
principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in
excess thereof; any such conversion of Base Rate Loans of the same Borrowing into, or continuation
of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral
multiple of $1,000,000 in excess thereof; and no partial conversion of LIBOR Loans of the same
Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $5,000,000
or to any greater amount not an integral multiple of $1,000,000 in excess thereof, (y) except as
otherwise provided in Section 2.15(f), LIBOR Loans may be converted into Base Rate Loans only on
the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is
converted into a Base Rate Loan on any day other than the last day of the Interest Period
applicable thereto, the respective Borrower will pay, upon such conversion, all amounts required
under Section 2.17 to be paid as a consequence thereof) and (z) no conversion of Base Rate Loans
into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a
Default or Event of Default.



     (b) Each Borrower must give the Administrative Agent written notice not later than 11:00 a.m.,
Charlotte time, three (3) Business Days prior to the intended effective date of any conversion of
Base Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior to the
intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice
(each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be



37









 




given in the
form of Exhibit B-2 and shall specify (x) the date of such conversion or
continuation (which shall be a Business Day), (y) in the case of a conversion into, or a
continuation of, LIBOR Loans, the Interest Period to be applicable thereto, and (z) the aggregate
amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of
Conversion/Continuation, the Administrative Agent will promptly notify each Tranche 1 Lender of the
proposed conversion or continuation. In the event that any Borrower shall fail to deliver a Notice
of Conversion/Continuation as provided herein with respect to any of its outstanding LIBOR Loans,
such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the
Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event that
any Borrower shall have failed to specify an Interest Period to be applicable to any conversion
into, or continuation of, its LIBOR Loans, then such Borrower shall be deemed to have selected an
Interest Period of one month.




     Section 2.11 Method of Payments; Computations; Apportionment of Payments.



     (a) All payments by the Credit Parties hereunder (whether of principal, interest, fees or
reimbursement of L/C Disbursements, or under Sections 2.15, 2.16 or 2.17, or otherwise) shall be
made without setoff, counterclaim or other defense, in Dollars and in immediately available funds
to the Administrative Agent, for the account of the Lenders entitled to such payment (except as
otherwise expressly provided herein as to payments required to be made directly to the Fronting
Bank, the Administrative Agent or the Lenders) at the Payment Office, prior to 12:00 noon,
Charlotte time, on the date payment is due. Any payment made as required hereinabove, but after
12:00 noon, Charlotte time, shall be deemed to have been made on the next succeeding Business Day.
If any payment falls due on a day that is not a Business Day, then such due date shall be extended
to the next succeeding Business Day (except that in the case of LIBOR Loans to which the provisions
of clause (iv) in the definition of “Interest Period” are applicable, such due date shall be the
next preceding Business Day), and such extension of time shall then be included in the computation
of payment of interest, fees or other applicable amounts.



     (b) The Administrative Agent will distribute to the Lenders like amounts relating to payments
made to the Administrative Agent for the account of the Lenders as follows: (i) if the payment is
received by 12:00 noon, Charlotte time, in immediately available funds, the Administrative Agent
will make available to each relevant Lender on the same date, by wire transfer of immediately
available funds, such Lender’s ratable share of such payment (based on the percentage that the
amount of the relevant payment owing to such Lender bears to the total amount of such payment owing
to all of the relevant Lenders), and (ii) if such payment is received after 12:00 noon, Charlotte
time, or in other than immediately available funds, the Administrative Agent will make available to
each such Lender its ratable share of such payment by wire transfer of immediately available funds
on the next succeeding Business Day (or in the case of uncollected funds, as soon as practicable
after collected). If the Administrative Agent shall not have made a required distribution to the
relevant Lenders as required hereinabove after receiving a payment for the account of such Lenders,
the Administrative Agent will pay to each such Lender, on demand, its ratable share of such payment
with interest thereon at the Federal Funds Rate for each day from the date such amount was required
to be disbursed by the Administrative Agent until the date repaid to such Lender. The
Administrative Agent will distribute to the Fronting Bank like amounts relating to payments made to
the Administrative



38









 




Agent for the account of the Fronting Bank in the same manner, and subject to the same terms
and conditions, as set forth hereinabove with respect to distributions of amounts to the Lenders.




     (c) Unless the Administrative Agent shall have received notice from the applicable Credit
Party prior to the date on which any payment is due to the Administrative Agent for the account of
the relevant Lenders or the Fronting Bank hereunder that such Borrower will not make such payment,
the Administrative Agent may assume that such Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders
or the Fronting Bank, as the case may be, the amount due. In such event, if such Borrower has not
in fact made such payment, then each of the relevant Lenders or the Fronting Bank, as the case may
be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the Fronting Bank, with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.



     (d) All computations of interest and fees hereunder (including computations of the Reserve
Requirement) shall be made on the basis of a year consisting of (i) in the case of interest on Base
Rate Loans, 365/366 days, as the case may be, or (ii) in all other instances, 360 days; and in each
case under (i) and (ii) above, with regard to the actual number of days (including the first day,
but excluding the last day) elapsed.



     (e) Notwithstanding any other provision of this Agreement or any other Credit Document to the
contrary (other than the Security Documents), all amounts collected or received by the
Administrative Agent or any Lender after acceleration of the Loans pursuant to Section 9.2 (other
than any sale of, collection from or other realization upon all or any part of the Collateral which
shall be governed by the Security Agreement) pursuant to the exercise by the Administrative Agent
of its remedies shall be applied by the Administrative Agent as follows:




     (i) first, to the payment of all reasonable out-of-pocket costs and expenses
(including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of
whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of the
Administrative Agent in connection with enforcing the rights of the Lenders under the Credit
Documents;




     (ii) second, to the payment of any fees owed to the Administrative Agent
hereunder or under any other Credit Document;




     (iii) third, to the payment of all reasonable and documented out-of-pocket
costs and expenses (including, without limitation, reasonable attorneys’ and consultants’
fees irrespective of whether such fees are allowed as a claim after the occurrence of a
Bankruptcy Event) of each of the Lenders in connection with enforcing its rights under the
Credit Documents or otherwise with respect to the Obligations owing to such Lender;




     (iv) fourth, to the payment of all of the Obligations consisting of accrued
fees and interest (including, without limitation, fees incurred and interest accruing at the
then



39









 






applicable rate after the occurrence of a Bankruptcy Event irrespective of whether a
claim for such fees incurred and interest accruing is allowed in such proceeding);




     (v) fifth, to the payment of the outstanding principal amount of the
Obligations (including the payment of any outstanding Reimbursement Obligations and the
obligation to cash collateralize Letter of Credit Exposure);




     (vi) sixth, to the payment of all other Obligations and other obligations that
shall have become due and payable under the Credit Documents or otherwise and not repaid;
and




     (vii) seventh, to the payment of the surplus (if any) to whomever may be
lawfully entitled to receive such surplus.


In carrying out the foregoing, (x) amounts received shall be applied in the numerical order
provided until exhausted prior to application to the next succeeding category, (y) all amounts
shall be apportioned ratably among the Lenders in proportion to the amounts of such principal,
interest, fees or other Obligations owed to them respectively pursuant to clauses (iii) through
(vii) above, and (z) to the extent that any amounts available for distribution pursuant to clause
(v) above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such
amounts shall be held by the Administrative Agent to cash collateralize Letter of Credit Exposure
pursuant to Section 3.8.




     Section 2.12 Recovery of Payments.



     (a) The Credit Parties agree that to the extent any Credit Party makes a payment or payments
to or for the account of the Administrative Agent, any Lender or the Fronting Bank, which payment
or payments or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any other party under
any bankruptcy, insolvency or similar state, federal or foreign law, common law or equitable cause
(whether as a result of any demand, settlement, litigation or otherwise), then, to the extent of
such payment or repayment, the Obligation intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been received.



     (b) If any amounts distributed by the Administrative Agent to any Lender or the Fronting Bank
are subsequently returned or repaid by the Administrative Agent to the applicable Credit Party, its
representative or successor in interest, or any other Person, whether by court order, by settlement
approved by such Lender or the Fronting Bank, or pursuant to applicable Requirements of Law, such
Lender or the Fronting Bank will, promptly upon receipt of notice thereof from the Administrative
Agent, pay the Administrative Agent such amount. If any such amounts are recovered by the
Administrative Agent from such Credit Party, its representative or successor in interest or such
other Person, the Administrative Agent will redistribute such amounts to the Lenders or the
Fronting Bank on the same basis as such amounts were originally distributed.



     Section 2.13 Use of Proceeds. The proceeds of the Loans shall be used by the Borrower thereof (i) to pay or reimburse its
reasonable transaction fees and expenses in connection with the closing of the transactions
contemplated hereby, and (ii) to provide for its



40









 




working capital, liquidity needs and general
corporate requirements (including permitted Acquisitions) and those of its Subsidiaries.




     Section 2.14 Pro Rata Treatment.



     (a) All fundings, continuations and conversions of Loans shall be made by the Tranche 1
Lenders pro rata on the basis of their respective Tranche 1 Ratable Share or on the basis of their
respective outstanding Loans (in the case of continuations and conversions of Loans pursuant to
Section 2.10), as the case may be from time to time.



     (b) All payments from or on behalf of each Credit Party on account of any Obligations of such
Credit Party shall be apportioned ratably among the Lenders based upon their respective share, if
any, of the Obligations with respect to which such payment was received.



     (c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or other Obligations
hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of
its Loans and accrued interest thereon or other such Obligations greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the
Loans and such other Obligations of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective Loans
and other Obligations owing them, provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this Section shall not be construed to apply to (x)
any payment made by any Credit Party pursuant to and in accordance with the express terms of this
Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Loans or participations in Reimbursement Obligations to any assignee
or participant, other than to any Credit Party or any Subsidiary thereof (as to which the
provisions of this Section 2.14(c) shall apply). Each Credit Party consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such Credit Party rights
of setoff and counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of such Credit Party in the amount of such participation. If under any applicable
bankruptcy, insolvency or similar law, any Lender receives a secured claim in lieu of a setoff to
which this Section 2.14(c) applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights of the Lenders
entitled under this Section 2.14(c) to share in the benefits of any recovery on such secured claim.



41









 





     Section 2.15 Increased Costs; Change in Circumstances; Illegality.



     (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except the Reserve Requirement
reflected in the LIBOR Rate) or the Fronting Bank;




     (ii) subject any Lender or the Fronting Bank to any Taxes of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender or the
Fronting Bank in respect thereof (except for Indemnified Taxes covered by Section 2.16 and
the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or
the Fronting Bank); or




     (iii) impose on any Lender or the Fronting Bank or the London interbank market any
other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender
or any Letter of Credit or participation therein (except for Indemnified Taxes covered by
Section 2.16 and the imposition of, or any change in the rate of, any Excluded Tax payable
by such Lender or the Fronting Bank);



     and the result of any of the foregoing shall be to increase the cost to such Lender of making
or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to
increase the cost to such Lender or the Fronting Bank of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such Lender or the Fronting
Bank hereunder (whether of principal, interest or any other amount), then, upon request of such
Lender or the Fronting Bank, the applicable Credit Party will pay to such Lender or the Fronting
Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the
Fronting Bank, as the case may be, for such additional costs incurred or reduction suffered.



     (b) If any Lender or the Fronting Bank reasonably determines that any Change in Law affecting
such Lender or the Fronting Bank or any Lending Office of such Lender or such Lender’s or the
Fronting Bank’s holding company, if any, regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender’s or Fronting Bank’s capital or on the capital
of such Lender’s or the Fronting Bank’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Lenders or the Fronting Bank,
to a level below that which such Lender or such Fronting Bank or such Lender’s or the Fronting
Bank’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s or the Fronting Bank’s policies and the policies of such Lender’s or the Fronting
Bank’s holding company with respect to capital adequacy), then from time to time the applicable
Credit Party will pay to such Lender or the Fronting Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the



42









 




Fronting Bank or such Lender’s or the Fronting Bank’s holding company for any such reduction
suffered.




     (c) A certificate of a Lender or the Fronting Bank setting forth the amount or amounts
necessary to compensate such Lender or the Fronting Bank or its holding company, as the case may
be, as specified in Section 2.15(a) or Section 2.15(b), and the calculation of such amount or
amounts in reasonable detail (along with supporting documentation), and delivered to the applicable
Credit Party shall be conclusive absent manifest error. The applicable Credit Party shall pay such
Lender or the Fronting Bank, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.



     (d) Failure or delay on the part of any Lender or the Fronting Bank to demand compensation
pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s
or the Fronting Bank’s right to demand such compensation, provided that no Credit Party
shall be required to compensate a Lender or the Fronting Bank pursuant to the foregoing provisions
of this Section for any increased costs incurred or reductions suffered more than six months prior
to the date that such Lender or the Fronting Bank, as the case may be, notifies any such Credit
Party of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
or the Fronting Bank’s intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect thereof).



     (e) If, on or prior to the first day of any Interest Period, (y) the Administrative Agent
shall have determined that adequate and reasonable means do not exist for ascertaining the
applicable LIBOR Rate for such Interest Period or (z) the Administrative Agent shall have received
written notice from the Required Lenders of their determination that the rate of interest referred
to in the definition of “LIBOR Rate” upon the basis of which the Adjusted LIBOR Rate for LIBOR
Loans for such Interest Period is to be determined will not adequately and fairly reflect the cost
to such Lenders of making or maintaining LIBOR Loans during such Interest Period, the
Administrative Agent will forthwith so notify Platinum Holdings and the Lenders. Upon such notice,
(i) all then outstanding LIBOR Loans shall automatically, on the expiration date of the respective
Interest Periods applicable thereto (unless then repaid in full), be converted into Base Rate
Loans, (ii) the obligation of the Lenders to make, to convert Base Rate Loans into, or to continue,
LIBOR Loans shall be suspended (including pursuant to the Borrowing to which such Interest Period
applies), and (iii) any Notice of Borrowing or Notice of Conversion/Continuation given at any time
thereafter with respect to LIBOR Loans shall be deemed to be a request for Base Rate Loans, in each
case until the Administrative Agent or the Required Lenders, as the case may be, shall have
determined that the circumstances giving rise to such suspension no longer exist (and the Required
Lenders, if making such determination, shall have so notified the Administrative Agent), and the
Administrative Agent shall have so notified Platinum Holdings and the Lenders.



     (f) Notwithstanding any other provision in this Agreement, if, at any time after the date
hereof and from time to time, any Lender shall have determined in good faith that the introduction
of or any Change in Law, has or would have the effect of making it unlawful for such Lender to make
or to continue to make or maintain LIBOR Loans, such Lender will



43









 




forthwith so notify the Administrative Agent and Platinum Holdings. Upon such notice, (i)
each of such Lender’s then outstanding LIBOR Loans shall automatically, on the expiration date of
the respective Interest Period applicable thereto (or, to the extent any such LIBOR Loan may not
lawfully be maintained as a LIBOR Loan until such expiration date, upon such notice) and to the
extent not sooner prepaid, be converted into a Base Rate Loan, (ii) the obligation of such Lender
to make, to convert Base Rate Loans into, or to continue, LIBOR Loans shall be suspended (including
pursuant to any Borrowing for which the Administrative Agent has received a Notice of Borrowing but
for which the Borrowing Date has not arrived), and (iii) any Notice of Borrowing or Notice of
Conversion/Continuation given at any time thereafter with respect to LIBOR Loans shall, as to such
Lender, be deemed to be a request for a Base Rate Loan, in each case until such Lender shall have
determined that the circumstances giving rise to such suspension no longer exist and shall have so
notified the Administrative Agent, and the Administrative Agent shall have so notified Platinum
Holdings.




     (g) Notwithstanding any other provision in this Agreement, if, at any time after the date
hereof and from time to time, the Fronting Bank or any Lender determines that the introduction of
any Requirement of Law, or any Change in Law has made it unlawful, or that any central bank or
other Governmental Authority has asserted that it is unlawful, for the Fronting Bank or any Lender
or its applicable Lending Office to issue or participate in any Credit Extensions, then, on notice
thereof by the Fronting Bank or such Lender to Platinum Holdings through the Administrative Agent,
the obligation of all Lenders to make or participate in Credit Extensions shall be suspended until
the Fronting Bank or such Lender shall have determined that the circumstances giving rise to such
suspension no longer exist and shall have so notified the Administrative Agent, and the
Administrative Agent shall have so notified Platinum Holdings.



     Section 2.16 Taxes.



     (a) Subject to Section 2.16(e), any and all payments by or on account of any obligation of
each Credit Party hereunder or under any other Credit Document shall be made free and clear of and
without reduction or withholding for any Indemnified Taxes, provided that if any Credit
Party shall be required by applicable law to deduct or withhold any Indemnified Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after making all
required deductions and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section) the Administrative Agent, Lender or Fronting Bank, as
the case may be, receives an amount equal to the sum it would have received had no such deductions
or withholdings been made, (ii) the applicable Credit Party shall make such deductions or
withholdings and (iii) the applicable Credit Party shall timely pay the full amount deducted or
withheld to the relevant Governmental Authority in accordance with applicable law.



     (b) Without limiting the provisions of Section 2.16(a), each Credit Party shall timely pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable law.



     (c) Subject to Section 2.16(e), each Credit Party shall indemnify the Administrative Agent,
each Lender and the Fronting Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes with respect to payments by such Credit Party under this Agreement
or any other Credit Document (including Indemnified Taxes imposed or asserted on



44









 




or attributable to amounts payable under this Section) paid by the Administrative Agent, such
Lender or the Fronting Bank, as the case may be, and any reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability and the calculation thereof delivered to the applicable Credit Party by a Lender or the
Fronting Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender or the Fronting Bank, shall be conclusive absent manifest error.




     (d) As soon as practicable after any payment of Indemnified Taxes by any Credit Party to a
Governmental Authority, such Credit Party shall deliver to the Administrative Agent the original or
a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment reasonably satisfactory to
the Administrative Agent.



     (e) Any Lender or the Fronting Bank that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which any Credit Party is resident for tax
purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder
or under any other Credit Document shall comply with all necessary procedural formalities and
deliver, or cause to be delivered, to the applicable Credit Party (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by
such Credit Party or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without withholding or at a
reduced rate of withholding (including, in the case of Platinum UK, the making of application to
obtain necessary clearances from H.M. Revenue & Customs and receipt by Platinum UK of such
clearances). Further, any Lender that is not entitled to an exemption from withholding tax as
described in the preceding sentence shall so inform the applicable Credit Party in writing (with a
copy to the Administrative Agent) prior to becoming a Lender hereunder or under any other Credit
Document. In addition, any Lender or the Fronting Bank, if requested by any Credit Party or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by such Credit Party or the Administrative Agent as will enable such Credit
Party or the Administrative Agent to determine whether or not such Lender or the Fronting Bank is
subject to backup withholding or information reporting requirements.



     Without limiting the generality of the foregoing, in the event that any Credit Party is
resident for tax purposes in the United States, any Foreign Lender shall deliver to such Credit
Party and the Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of any Credit Party or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of
the following is applicable:




     (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a party,



45









 






     (ii) duly completed copies of Internal Revenue Service Form W-8ECI,




     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that
such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of any Credit Party within the meaning of Section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form
W-8BEN, or




     (iv) any other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable law to permit any Credit
Party to determine the withholding or deduction required to be made.



     (f) If the Administrative Agent, any Lender or the Fronting Bank determines, in its good faith
judgment, that it has received a refund of any Taxes or Other Taxes or otherwise recovered any
amount in connection with any amount as to which it has been indemnified by any Credit Party or
with respect to which any Credit Party has paid additional amounts, in either case pursuant to this
Section 2.16, it shall pay to such Credit Party an amount equal to such refund or amount recovered
(but only to the extent of indemnity payments made, or additional amounts paid, by such Credit
Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund or
recovery), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the
Fronting Bank, as the case may be, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund or recovery), provided that
such Credit Party, upon the request of the Administrative Agent, such Lender or the Fronting Bank,
agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or
the Fronting Bank in the event the Administrative Agent, such Lender or the Fronting Bank is
required to repay such refund or amount recovered to such Governmental Authority. This Section
2.16(f) shall not be construed to require the Administrative Agent, any Lender or the Fronting Bank
to make available its tax returns (or any other information relating to its Taxes that it deems
confidential) to any Credit Party or any other Person.



     (g) Each of the Administrative Agent, the Fronting Bank or any Lender agrees to cooperate with
any reasonable request made by any Credit Party in respect of a claim of a refund or direct credit
in respect of Indemnified Taxes as to which it has been indemnified by such Credit Party or with
respect to which such Credit Party has paid additional amounts pursuant to this Section 2.16 if (i)
such Credit Party has agreed in writing to pay all of the Administrative Agent’s or the Fronting
Bank’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii)
the Administrative Agent or the Fronting Bank or such Lender determines, in its good faith
judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such
claim and (iii) such Credit Party furnishes, upon request of the Administrative Agent, or the
Fronting Bank or such Lender, an opinion of tax counsel (such opinion and such counsel to be
reasonably acceptable to such Lender, or the Fronting Bank or



46









 




the Administrative Agent) to the effect that such Indemnified Taxes were wrongly or illegally
imposed.




     Section 2.17 Compensation. Each Borrower will compensate each Tranche 1 Lender upon
demand for all losses, expenses and liabilities (including, without limitation, any loss, expense
or liability incurred by reason of the liquidation or reemployment of deposits or other funds
required by any Tranche 1 Lender to fund or maintain such Borrower’s LIBOR Loans but excluding the
Applicable Margin relating thereto) that such Tranche 1 Lender may incur or sustain (i) if for any
reason (other than a default by such Tranche 1 Lender) a Borrowing or continuation of, or
conversion into, a LIBOR Loan of such Borrower does not occur on a date specified therefor in a
Notice of Borrowing or Notice of Conversion/Continuation, (ii) if any repayment, prepayment or
conversion of any LIBOR Loan of such Borrower occurs on a date other than the last day of an
Interest Period applicable thereto (including as a consequence of any assignment made pursuant to
Section 2.18(a) or Section 2.19 or any acceleration of the maturity of the Loans pursuant to
Section 9.2), (iii) if any prepayment of any LIBOR Loan of such Borrower is not made on any date
specified in a notice of prepayment given by such Borrower or (iv) as a consequence of any other
failure by such Borrower to make any payments with respect to any LIBOR Loan of such Borrower when
due hereunder. Calculation of all amounts payable to a Tranche 1 Lender under this Section 2.17
shall be made as though such Tranche 1 Lender had actually funded its relevant LIBOR Loan through
the purchase of a Eurodollar deposit bearing interest at the LIBOR Rate in an amount equal to the
amount of such LIBOR Loan, having a maturity comparable to the relevant Interest Period;
provided, however, that each Tranche 1 Lender may fund its LIBOR Loans in any
manner it sees fit and the foregoing assumption shall be utilized only for the calculation of
amounts payable under this Section 2.17. The applicable Borrower shall also pay any customary
administrative fees charged by such Tranche 1 Lender in connection with the foregoing. A
certificate (which shall be in reasonable detail) showing the bases for the determinations set
forth in this Section 2.17 by any Tranche 1 Lender as to any additional amounts payable pursuant to
this Section 2.17 shall be submitted by such Tranche 1 Lender to the applicable Borrower either
directly or through the Administrative Agent. Determinations set forth in any such certificate
made in good faith for purposes of this Section 2.17 of any such losses, expenses or liabilities
shall be conclusive absent manifest error.



     Section 2.18 Replacement Lenders.



     (a) Platinum Holdings may, at any time at its sole expense and effort, require any Lender (i)
that has requested compensation from any Credit Party under Section 2.15(a) or Section 2.15(b) or
payments from any Credit Party under Section 2.16, (ii) the obligation of which to make or maintain
LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender or (iv)
which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such
approval or otherwise shall lose such approval, in any case upon notice to such Lender and the
Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in, and consents required by, Section 11.6), all of its interests,
rights and obligations under this Agreement and the related Credit Documents to an Eligible
Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a
Lender accepts such assignment); provided that:



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     (i) the Administrative Agent shall have received the assignment fee specified in
Section 11.6(b)(iv);




     (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Credit
Documents (including any amounts under Section 2.17) from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or any Credit Party (in the case
of all other amounts);




     (iii) no assignment pursuant to this Section 2.18 shall be effective until all of the
then outstanding Syndicated Letters of Credit are returned by each respective beneficiary to
the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated
Letters of Credit which give effect to such assignment (it being understood that to the
extent the respective beneficiaries do not consent to such assignment, such assignment
cannot occur);




     (iv) in the case of any such assignment resulting from a request for compensation under
Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16,
such assignment will result in a reduction in such compensation or payments thereafter; and




     (v) such assignment does not conflict with applicable Requirements of Law.



     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling Platinum Holdings to
require such assignment and delegation cease to apply.



     (b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any
Credit Party is required to pay any additional amount to any Lender or any Governmental Authority
for the account of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to
Section 2.15(f), then such Lender shall use reasonable efforts to avoid any such costs, reductions
or Indemnified Taxes in respect of which amounts are claimed, including the filing of any
certificate or document reasonably requested by a Credit Party or the designation of a different
Lending Office for funding or booking its Loans or L/C Disbursements hereunder or the assignment of
its rights and obligations hereunder to another of its offices, branches or affiliates, if such
filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need
for the notice pursuant to Section 2.15(f), as applicable, and (ii) in each case, in the good faith
judgment of such Lender, (A) would not subject such Lender to any unreimbursed cost or expense, (B)
would not be inconsistent with any legal or regulatory restriction or preexisting internal policy
applicable to such Lender and (C) would not otherwise be disadvantageous to such Lender. Platinum
Holdings, on behalf of the applicable Credit Party, hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment.



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     Section 2.19 Increase in Commitments.



     (a) Platinum Holdings shall have the right, at any time and from time to time after the
Effective Date by written notice to and in consultation with the Administrative Agent, to request
an increase in the Total Commitments (each such requested increase, a “Commitment
Increase”), by having one or more existing Lenders increase their respective Commitments then
in effect (each, and “Increasing Lender”), by adding as a Lender with a new Commitment
hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”),
or a combination thereof; provided that (i) any such request for a Commitment Increase
shall be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess
thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the Total Commitments
shall not exceed $250,000,000 and (z) the aggregate of all Commitment Increases effected after the
Effective Date shall not exceed $50,000,000, (iii) such increase shall either be an increase of the
Tranche 1 Commitments and/or the Tranche 2 Commitments and (iv) no existing Lender shall be
obligated to increase its Commitment as a result of any request for a Commitment Increase by
Platinum Holdings unless it agrees in its sole discretion to do so.



     (b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the
Administrative Agent shall not be unreasonably withheld or delayed) and Platinum Holdings and each
Additional Lender shall execute a joinder agreement together with all such other documentation as
the Administrative Agent and Platinum Holdings may reasonably require, all in form and substance
reasonably satisfactory to the Administrative Agent and Platinum Holdings, to evidence the
Commitment of such Additional Lender and its status as a Lender hereunder.



     (c) If the Total Commitments are increased in accordance with this Section, the Administrative
Agent and Platinum Holdings shall determine the effective date (the “Commitment Increase
Date,” which shall be a Business Day not less than thirty (30) days prior to the Commitment
Termination Date) and the final allocation of such increase. The Administrative Agent shall
promptly notify Platinum Holdings and the Lenders of the final allocation of such increase and the
Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders,
to enter into any amendments to this Agreement and the other Credit Documents as the Administrative
Agent shall reasonably deem appropriate to effect such Commitment Increase.



     (d) Notwithstanding anything set forth in this Section 2.19 to the contrary, no increase in
the Total Commitments pursuant to this Section 2.19 shall be effective unless:




     (i) The Administrative Agent shall have received the following, each dated the
Commitment Increase Date and in form and substance reasonably satisfactory to the
Administrative Agent:




     (A) as to each Increasing Lender, evidence of its agreement to provide a
portion of the Commitment Increase, and as to each Additional Lender, a duly
executed joinder agreement together with all other documentation required by the
Administrative Agent pursuant to Section 2.19(b);



49









 






     (B) an instrument, duly executed by each Credit Party, acknowledging and
reaffirming its obligations under this Agreement, the Security Documents and the
other Credit Documents to which it is a party and the validity and continued effect
of the Liens granted in favor of the Administrative Agent thereunder;




     (C) a certificate of the secretary or an assistant secretary of each Credit
Party, certifying to and attaching the resolutions adopted by the board of directors
(or similar governing body) of such Credit Party approving or consenting to such
Commitment Increase;




     (D) a certificate of a Financial Officer of Platinum Holdings, certifying that
(y) as of the Commitment Increase Date, all representations and warranties of the
Credit Parties contained in this Agreement and the other Credit Documents qualified
as to materiality are true and correct and those not so qualified are true and
correct in all material respects, both immediately before and after giving effect to
the Commitment Increase and any Borrowings or Letters of Credit issued in connection
therewith (except to the extent any such representation or warranty is expressly
stated to have been made as of a specific date, in which case such representation or
warranty is true and correct (if qualified as to materiality) or true and correct in
all material respects (if not so qualified), in each case as of such date), and (z)
no Default or Event of Default has occurred and is continuing, both immediately
before and after giving effect to such Commitment Increase (including any Borrowings
or Letters of Credit issued in connection therewith and the application of the
proceeds thereof); and




     (ii) Each outstanding Syndicated Letter of Credit shall have been returned by each
respective beneficiary to the Administrative Agent and shall have been cancelled and/or
exchanged for a new or amended Syndicated Letter of Credit giving effect to the Commitment
Increase; and




     (iii) In the case of any Credit Extension in connection with such Commitment Increase,
the conditions precedent set forth in Section 4.2 shall have been satisfied.


To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable
increase in the aggregate Tranche 1 Commitments, on the Commitment Increase Date, (i) all then
outstanding LIBOR Loans (the “Initial Loans”) shall automatically be converted into Base
Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, the applicable
Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the
“Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal
amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of
Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10,
(iii) each Tranche 1 Lender shall pay to the Administrative Agent in immediately available funds an
amount equal to the difference, if positive, between (y) such Tranche 1 Lender’s Tranche 1 Ratable
Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and
(z) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the
Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds
specified in clause (iii) above, the Administrative Agent shall pay to each




50









 








Tranche 1 Lender the portion of such funds equal to the difference, if positive, between (y) such
Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the Commitment
Increase) of the Initial Loans and (z) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated
after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the
Tranche 1 Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with
their respective Tranche 1 Commitment (calculated after giving effect to the Commitment Increase),
(vi) each applicable Borrower shall pay all accrued but unpaid interest on the Initial Loans to the
Tranche 1 Lenders entitled thereto, and (vii) Schedule 1.1(a) shall automatically be amended to
reflect the Tranche 1 Commitments of all Tranche 1 Lenders after giving effect to the Commitment
Increase. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to
indemnification by the applicable Borrowers pursuant to the provisions of Section 2.17 if the
Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.




ARTICLE III




LETTERS OF CREDIT




     Section 3.1 Syndicated Letters of Credit.



     (a) General. Subject to the terms and conditions set forth herein, at the request of
any Account Party at any time and from time to time during the Availability Period, each Tranche 1
Lender agrees to Issue Tranche 1 Letters of Credit as Syndicated Letters of Credit and each Tranche
2 Lender agrees to Issue Tranche 2 Letters of Credit as Syndicated Letters of Credit, in each case
for the account of such Account Party. Each Syndicated Letter of Credit shall be substantially in
the form of Exhibit C-1. If at the time that an Account Party requests the Issuance of a
Syndicated Letter of Credit any Lender is a Non-NAIC Lender, at the request of such Account Party,
the Fronting Bank shall Issue ratably with such Syndicated Letter of Credit a Participated Letter
of Credit in the Stated Amount of such Non-NAIC Lender’s Ratable Share of such Syndicated Letter of
Credit. Absent the prior written consent of each Tranche 1 Lender or Tranche 2 Lender, as the case
may be, no Syndicated Letter of Credit may be Issued that would vary the several and not joint
nature of the obligations of the Lenders thereunder as provided in the next succeeding sentence.
Each Syndicated Letter of Credit shall be Issued by all of the Tranche 1 Lenders or Tranche 2
Lenders, as the case may be, acting through the Administrative Agent, at the time of Issuance as a
single multi-bank letter of credit, but the obligation of each Lender thereunder shall be several
and not joint, in the amount of its Ratable Share of the Stated Amount of such Syndicated Letter of
Credit.



     (b) Notice of Issuance. To request the Issuance of a Syndicated Letter of Credit, the
applicable Account Party shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the Administrative Agent) to the Administrative
Agent (which will promptly notify the applicable Lenders and provide to such Lenders as soon as
practicable a copy of the Syndicated Letter of Credit as well as the letter of credit application
referred to below, if delivered to the Administrative Agent by such Account Party) at least five
(5) Business Days in advance of the requested date of Issuance (or such shorter period as is
acceptable to the Administrative Agent, including with respect to any request for the issuance of a
Syndicated Letter of Credit on the Effective Date, subject to approval by the



51









 




Administrative Agent which shall not be unreasonably withheld or delayed) a notice in a form
reasonably acceptable to the Administrative Agent (a “Syndicated Letter of Credit Notice”)
requesting the Issuance of a Syndicated Letter of Credit, or identifying the Syndicated Letter of
Credit to be amended, renewed, extended or increased, as the case may be, and specifying the date
of Issuance (which shall be a Business Day), the date on which such Syndicated Letter of Credit is
to expire (which shall comply with Section 3.1(c)), the amount of such Syndicated Letter of Credit,
whether such Syndicated Letter of Credit is a Tranche 1 Letter of Credit or a Tranche 2 Letter of
Credit, in the case of Platinum UK or Platinum Bermuda, the Applicable Currency of such Syndicated
Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of
(and such other information as shall be necessary to prepare, amend, renew, extend or increase, as
the case may be) such Syndicated Letter of Credit, it being understood and agreed that Syndicated
Letters of Credit may be extended and renewed in accordance with Section 3.1(c). In addition to
the delivery of any Syndicated Letter of Credit Notice with respect to the Issuance of any Tranche
2 Letter of Credit as a Syndicated Letter of Credit, the applicable Account Party shall deliver to
the Administrative Agent a Borrowing Base Report not later than 11:00 a.m. Charlotte time on the
Business Day immediately preceding the date on which such Syndicated Letter of Credit is to be
Issued confirming that the sum of the aggregate Tranche 2 Letter of Credit Exposure attributable to
such Account Party on whose account the Syndicated Letter of Credit is being Issued and after
giving effect thereto does not exceed the Borrowing Base of such Account Party at such time. If
requested by the Administrative Agent, each Account Party shall submit a letter of credit
application on the Administrative Agent’s standard form (with such changes as the Administrative
Agent shall reasonably deem appropriate) in connection with any request for a Syndicated Letter of
Credit. In the event of any inconsistency between the terms and conditions of this Agreement and
the terms and conditions of any form of letter of credit application or other agreement submitted
by any Account Party to, or entered into by any Account Party with, the Administrative Agent
relating to any Syndicated Letter of Credit, the terms and conditions of this Agreement shall
control.




     (c) Expiry Date. Each Syndicated Letter of Credit shall expire at or prior to the
earlier of (i) the close of business on the date one year after the date of the issuance of such
Syndicated Letter of Credit (or, in the case of any renewal or extension thereof, one year after
such renewal or extension), or (ii) the seventh (7th) day prior to the Final Maturity Date;
provided, however, that a Syndicated Letter of Credit shall provide by its terms,
and on terms acceptable to the Administrative Agent, for renewal for successive periods of one year
or less (but not beyond the seventh day prior to the Final Maturity Date) unless and until the
Administrative Agent shall have delivered prior written notice of nonrenewal to the beneficiary of
such Syndicated Letter of Credit no later than the time specified in such Syndicated Letter of
Credit (which the Administrative Agent shall do only if one or more of the applicable conditions
under Section 4.2 (other than the delivery of a Letter of Credit Notice) is not then satisfied).
The Administrative Agent shall promptly provide a copy of any such notice to the applicable Account
Party.



     (d) Obligation of Lenders. The obligation of any Lender under any Syndicated Letter
of Credit shall be several and not joint and shall be in an amount equal to such Lender’s Ratable
Share of the aggregate Stated Amount of such Syndicated Letter of Credit at the time such
Syndicated Letter of Credit is Issued, and each Syndicated Letter of Credit shall expressly so



52









 




provide. No increase of Commitments under Section 2.19 or assignment of Commitments under
Section 2.18 or Section 11.6(b) shall change or affect the liability of any Lender under any
outstanding Syndicated Letter of Credit.




     (e) Issuance Administration. Each Syndicated Letter of Credit shall be executed and
delivered by the Administrative Agent in the name and on behalf of, and as attorney-in-fact for,
each Tranche 1 Lender or Tranche 2 Lender, as the case may be, party to such Syndicated Letter of
Credit, and the Administrative Agent shall act under each Syndicated Letter of Credit, and each
Syndicated Letter of Credit shall expressly provide that the Administrative Agent shall act, as the
agent of each such Lender to (i) execute and deliver such Syndicated Letter of Credit, (ii) receive
drafts, other demands for payment and other documents presented by the beneficiary under such
Syndicated Letter of Credit, (iii) determine whether such drafts, demands and documents are in
compliance with the terms and conditions of such Syndicated Letter of Credit, (iv) notify such
Lender and the applicable Account Party that a valid drawing has been made and the date that the
related L/C Disbursement is to be made and (v) exercise all rights held by the issuer of a letter
of credit under the documents for which such Syndicated Letter of Credit shall provide credit
enhancement (or designate any Person as its representative for all such purposes under such
documents); provided that the Administrative Agent shall have no obligation or liability
for any L/C Disbursement under such Syndicated Letter of Credit, and each Syndicated Letter of
Credit shall expressly so provide. Each Lender hereby irrevocably appoints and designates the
Administrative Agent as its attorney-in-fact, acting through any duly authorized officer, to
execute and deliver in the name and on behalf of such Lender each Syndicated Letter of Credit to be
issued by such Lender hereunder and to take such other actions contemplated by this Section 3.1(e).
Promptly upon the request of the Administrative Agent, each Lender will furnish to the
Administrative Agent such powers of attorney or other evidence as any beneficiary of any Syndicated
Letter of Credit may reasonably request in order to demonstrate that the Administrative Agent has
the power to act as attorney-in-fact for such Lender to execute and deliver such Syndicated Letter
of Credit.



     (f) Reimbursement. Each Account Party agrees that it shall reimburse the Lenders in
respect of L/C Disbursements made under such Account Party’s Syndicated Letter of Credit by paying
to the Administrative Agent an amount in Dollars equal to the aggregate of the Dollar Amount of
each such L/C Disbursement no later than 2:00 p.m., Charlotte time, on the first Business Day after
the L/C Disbursement Date (each such amount until paid together with interest thereon payable as
provided hereinbelow, a “Syndicated Reimbursement Obligation”). Without limiting any other
obligations of any of the Account Parties hereunder, the applicable Account Party hereby agrees
(severally and not jointly) to indemnify each Lender in respect of such Account Party’s Syndicated
Letter of Credit denominated in a Foreign Currency for any and all costs, expenses and losses
incurred by it as a result of receiving payment or reimbursement for any L/C Disbursement
thereunder from any Person in a Currency other than Dollars. Any such amount payable to any Lender
shall be payable within 10 Business Days after demand by the Administrative Agent.



     (g) Disbursement Procedures. The Administrative Agent shall, within a reasonable time
following its receipt thereof (and, in any event, within any specific time in the text of the
relevant Syndicated Letter of Credit), examine all documents purporting to represent a demand for
payment under any Syndicated Letter of Credit. The Administrative Agent shall promptly



53









 




after such examination and before such L/C Disbursement notify each applicable Lender and the
applicable Account Party by telephone (confirmed by telecopy or email) of such demand for payment.
With respect to any demand for payment made under a Syndicated Letter of Credit which the
Administrative Agent has informed the applicable Lenders is valid, each such Lender will make an
L/C Disbursement in respect of such Syndicated Letter of Credit promptly in accordance with the
Dollar Amount of its liability under such Syndicated Letter of Credit and this Agreement, such L/C
Disbursement to be made to the account of the Administrative Agent most recently designated by it
for such purpose by notice to the Lenders. The Administrative Agent will make such L/C
Disbursement available to the beneficiary of such Syndicated Letter of Credit by promptly crediting
the amounts so received, in the funds so received, to the account identified by such beneficiary in
connection with such demand for such L/C Disbursement. Promptly following any L/C Disbursement by
any Lender in respect of any Syndicated Letter of Credit, the Administrative Agent will notify the
applicable Account Party of such L/C Disbursement; provided that any failure to give or
delay in giving such notice shall not relieve such Account Party of its obligation to reimburse the
Lenders with respect to any such L/C Disbursements.




     (h) Letter of Credit Reports. The Administrative Agent shall furnish (i) each Lender
(other than a Non-NAIC Lender) and Platinum Holdings, by the fifth Business Day of each month, with
a written report summarizing issuance and expiration dates of each Syndicated Letter of Credit
issued by such Lenders during the preceding month and drawings during such month under each
outstanding Syndicated Letter of Credit and (ii) each Lender (other than a Non-NAIC Lender) and
Platinum Holdings, by the fifteenth Business Day of each calendar quarter, with a written report
setting forth the average daily aggregate Stated Amount during the preceding calendar quarter of
all Syndicated Letters of Credit issued by it.



     (i) Loss of NAIC Approval. If a Lender which had NAIC approval on the date it became
a party to this Agreement shall cease to maintain such approval or otherwise shall lose such
approval (a “Non-NAIC Lender”), the Credit Parties, the Administrative Agent, such Non-NAIC
Lender and the other Lenders hereby agree that (i) such Non-NAIC Lender shall cease to Issue
Syndicated Letters of Credit so long as it is a Non-NAIC Lender and (ii) to the extent Syndicated
Letters of Credit are outstanding, the Account Parties will each use all commercially reasonable
efforts to cause the beneficiaries thereof to execute and deliver an amendment to (A) any
Syndicated Letter of Credit of such Account Party such that the Non-NAIC Lender is removed from
such Syndicated Letter of Credit and (B) any Participated Letter of Credit of such Account Party
issued, extended or renewed at the same time as such Syndicated Letter of Credit, such that the
Stated Amount under such Participated Letter of Credit is increased by an amount equal to the
Non-NAIC Lender’s Letter of Credit Exposure with respect to such Syndicated Letter of Credit.



     Section 3.2 Participated Letters of Credit.



     (a) General. Subject to the terms and conditions set forth herein, any Account Party
may request the Fronting Bank to Issue, at any time and from time to time during the Availability
Period, Participated Letters of Credit for the account of such Account Party (including
Participated Letters of Credit Issued ratably with Syndicated Letters of Credit pursuant to



54









 





Section 3.1(a)), subject to the terms and conditions of this Section 3.2. Each Participated
Letter of Credit shall be substantially in the form of Exhibit C-2.




     (b) Notice of Issuance. To request the Issuance of a Participated Letter of Credit,
the applicable Account Party shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Fronting Bank) to the
Fronting Bank and the Administrative Agent (which shall promptly notify the applicable Lenders and
provide to such Lenders as soon as practicable a copy of the Participated Letter of Credit as well
as the letter of credit application referred to below if delivered to the Fronting Bank) at least
five (5) Business Days in advance of the requested date of Issuance (or such shorter period as is
acceptable to the Administrative Agent and the Fronting Bank, including any request for the
Issuance of a Participated Letter of Credit on the Effective Date, subject to approval by the
Administrative Agent and the Fronting Bank which shall not be unreasonably withheld or delayed) a
notice in a form reasonably acceptable to the Administrative Agent (a “Participated Letter of
Credit Notice”) requesting the Issuance of a Participated Letter of Credit, or identifying the
Participated Letter of Credit to be amended, renewed, extended or increased as the case may be, and
specifying the date of Issuance (which shall be a Business Day), the date on which such
Participated Letter of Credit is to expire (which shall comply with Section 3.2(c)), the amount of
such Participated Letter of Credit, in the case of Platinum UK or Platinum Bermuda, the Applicable
Currency of such Participated Letter of Credit, the name and address of the beneficiary thereof and
such other information as shall be necessary to prepare, amend, renew, extend or increase, as the
case may be) such Participated Letter of Credit, it being understood and agreed that Participated
Letters of Credit may be extended and renewed in accordance with Section 3.2(c). In addition to
the delivery of any Participated Letter of Credit Notice with respect to the Issuance of any
Tranche 2 Letter of Credit as a Participated Letter of Credit, the applicable Account Party shall
deliver to the Administrative Agent a Borrowing Base Report not later than 11:00 a.m. Charlotte
time on the Business Day immediately preceding the date on which such Participated Letter of Credit
is to be Issued confirming that the sum of the aggregate Tranche 2 Letter of Credit Exposure
attributable to such Account Party on whose account the Participated Letter of Credit is being
Issued and after giving effect thereto does not exceed the Borrowing Base of such Account Party at
such time. If requested by the Fronting Bank, the Account Party shall submit a letter of credit
application on the Fronting Bank’s standard form (with such changes as the Fronting Bank shall
reasonably deem appropriate) in connection with any request for a Participated Letter of Credit.
In the event of any inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement submitted by such
Account Party to, or entered into by any Account Party with, the Fronting Bank relating to any
Participated Letter of Credit, the terms and conditions of this Agreement shall control.



     (c) Expiry Date. Each Participated Letter of Credit shall expire at or prior to the
earlier of (i) the close of business on the date one year after the date of the issuance of such
Participated Letter of Credit (or, in the case of any renewal or extension thereof, one year after
such renewal or extension), or (ii) the seventh (7th) day prior to the Final Maturity Date;
provided, however, that a Participated Letter of Credit shall provide by its terms,
and on terms acceptable to the Fronting Bank, for renewal for successive periods of one year or
less (but not beyond the seventh day prior to the Expiry Date) unless and until the Fronting Bank
shall have delivered prior written notice of nonrenewal to the beneficiary of such Participated
Letter of



55









 




Credit no later than the time specified in such Participated Letter of Credit (which the
Fronting Bank shall do only if one or more of the applicable conditions under Section 4.2 (other
than the delivery of a Letter of Credit Notice) is not then satisfied). The Administrative Agent
shall promptly provide a copy of any such notice to the applicable Account Party.




     (d) Participations. By the Issuance of a Participated Letter of Credit by the
Fronting Bank and without any further action on the part of the Fronting Bank or the applicable
Lenders, the Fronting Bank hereby grants to each applicable Lender in respect of such Participated
Letter of Credit, and each such Lender hereby acquires from the Fronting Bank, participation in
such Participated Letter of Credit in an amount in Dollars equal to the Dollar Amount of such
Lender’s Ratable Share of the Stated Amount of such Participated Letter of Credit and the
applicable Account Party’s reimbursement obligations with respect thereto. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Participated Letters of Credit is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including any amendment, renewal or extension of any Participated
Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or
termination of the Total Commitments. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account
of the Fronting Bank, the Dollar Amount of such Lender’s Ratable Share of each L/C Disbursement
made by the Fronting Bank in respect of any Participated Letter of Credit promptly upon the request
of the Fronting Bank at any time from the time such L/C Disbursement is made until such L/C
Disbursement is reimbursed by the applicable Account Party or at any time after any reimbursement
payment is required to be disgorged or refunded to any Account Party for any reason. Such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly
following receipt by the Administrative Agent of any payment from any Account Party pursuant to
Section 3.2(e), the Administrative Agent shall distribute such payment to the Fronting Bank or, to
the extent that any Lenders have made payments pursuant to this paragraph to reimburse the Fronting
Bank, then to such Lenders and the Fronting Bank as their interests may appear. Any payment made
by a Lender pursuant to this paragraph to reimburse the Fronting Bank for any L/C Disbursement
shall not relieve the applicable Account Party of its obligation to reimburse such L/C
Disbursement. Notwithstanding anything herein to the contrary, effective upon the increase of the
Commitments pursuant to Section 2.19, each Lender’s participation in any Participated Letter of
Credit outstanding on such date shall be adjusted to reflect its Ratable Share after giving effect
to such increase.



     (e) Reimbursement. Each Account Party agrees that it shall reimburse the Fronting
Bank in respect of L/C Disbursements made under such Account Party’s Participated Letter of Credit
by paying to the Administrative Agent an amount in Dollars equal to the Dollar Amount of such L/C
Disbursement no later than 2:00 p.m., Charlotte time, on the first Business Day after the L/C
Disbursement Date (each such amount until paid, a “Participated Reimbursement Obligation”).
Without limiting any other obligations of any of the Account Parties hereunder, the applicable
Account Party hereby agrees (severally and not jointly) to indemnify the Fronting Bank in respect
of any of such Account Party’s Participated Letters of Credit denominated in a Foreign Currency for
any and all costs, expenses and losses incurred by it as a result of receiving payment or
reimbursement for any L/C Disbursement thereunder from any Person in a Currency



56









 




other than Dollars. Any such amount payable to the Fronting Bank shall be payable within 10
Business Days after demand by the Fronting Bank.




     (f) Disbursement Procedures; Funding of Participations.




     (i) The Fronting Bank shall, within a reasonable time following its receipt thereof
(and, in any event, within any time specified in the text of the relevant Participated
Letters of Credit), examine all documents purporting to represent a demand for payment under
a Participated Letter of Credit. The Fronting Bank shall promptly after such examination
notify the Administrative Agent and the applicable Account Party by telephone (confirmed by
telecopy or email) of such demand for payment and whether the Fronting Bank has made or will
make a L/C Disbursement thereunder; provided that any failure to give or delay in
giving such notice shall not relieve such Account Party of its obligation to reimburse the
Fronting Bank and the applicable Lenders with respect to any such L/C Disbursement. If such
Account Party shall fail to reimburse the Fronting Bank for such L/C Disbursement on the
date and time specified in Section 3.2(e), the Administrative Agent shall notify each
applicable Lender of the applicable L/C Disbursement, the payment then due from such Account
Party in respect thereof and the Dollar Amount of such Lender’s Ratable Share thereof. Each
applicable Lender (including the Lender acting as Fronting Bank) shall upon such notice make
funds available in Dollars to the Administrative Agent for the account of the Fronting Bank
at the Payment Office in an amount equal to the Dollar Amount of its Ratable Share of the
unpaid L/C Disbursement (such amount, its “L/C Advance”) not later than 2:00 p.m. on
the Business Day specified in such notice by the Administrative Agent. No such making of an
L/C Advance shall relieve or otherwise impair the obligation of the applicable Account Party
to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under
such Participated Letter of Credit, together with interest as provided herein.




     (ii) If any Lender fails to make available to the Administrative Agent for the account
of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 3.2(f) by the time specified in Section 3.2(f)(i), the Fronting
Bank shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available to the
Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in
effect. A certificate of the Fronting Bank submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (ii) shall be
conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this
Section 3.2(f) to reimburse the Fronting Bank for any L/C Disbursement, interest in respect
of such Lender’s L/C Advance shall be solely for the account of the Fronting Bank.



     (g) Repayment of Participations.




     (i) At any time after the Fronting Bank has made a payment under any Participated
Letter of Credit and has received from any Lender such Lender’s L/C



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Advance in respect of such payment in accordance with Section 3.2(f), if the
Administrative Agent receives for the account of the Fronting Bank any payment in respect of
the related unpaid L/C Disbursement or interest thereon (whether directly from the
applicable Account Party or otherwise, including proceeds of cash collateral applied thereto
by the Administrative Agent), the Administrative Agent will distribute to such Lender its
Ratable Share thereof (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender’s L/C Advance was outstanding) in the same funds
as those received by the Administrative Agent.




     (ii) If any payment received by the Administrative Agent for the account of the
Fronting Bank pursuant to Section 3.2(f)(i) is required to be returned under any of the
circumstances described in Section 2.12 (including pursuant to any settlement entered into
by the Fronting Bank in its discretion), each Lender shall pay to the Administrative Agent
for the account of the Fronting Bank its Ratable Share thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the date such
amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from
time to time in effect.



     (h) Letter of Credit Reports. The Fronting Bank shall furnish (i) to the
Administrative Agent, with a copy to Platinum Holdings, by or about the fifth Business Day of each
month a written report summarizing issuance and expiration dates of Participated Letters of Credit
issued by it during the preceding month and drawings during such month under each outstanding
Participated Letter of Credit and (ii) to the Administrative Agent and each Lender, with a copy to
Platinum Holdings, by the fifteenth Business Day of each calendar quarter a written report setting
forth the average daily aggregate Stated Amount during the preceding calendar quarter of all
Participated Letters of Credit issued by it.



     (i) Failure to Make L/C Advances. The failure of any Lender to make the L/C Advance
to be made by it on the date specified in 

Section 3.2(f) shall not relieve any other Lender of its
obligation hereunder to make its L/C Advance on such date, but no Lender shall be responsible for
the failure of any other Lender to make the L/C Advance to be made by such other Lender on such
date.



     Section 3.3 Existing Letters of Credit. The Account Parties and the Lenders agree
that, as of the Effective Date, each Existing Letter of Credit issued for the account of any such
Account Party and set forth on Schedule 3.3 on the Effective Date will be deemed continued for the
account of such Account Party under this Agreement as a Tranche 1 Letter of Credit issued as a
Participated Letter of Credit.



     Section 3.4 Conditions Precedent to the Issuance of Letters of Credit. No Issuing
Bank shall be under any obligation to Issue any Letter of Credit and no Lender shall have any
obligation to make L/C Advances to reimburse the Fronting Bank for amounts drawn under any
Participated Letter of Credit if:




     (i) any order, judgment or decree of any Governmental Authority or arbitrator shall
purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any
Requirement of Law applicable to such Issuing Bank or any Lender or any request or



58









 






directive (whether or not having the force of law) from any Governmental Authority with
jurisdiction over it shall prohibit, or request that it refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall impose upon it
with respect to such Letter of Credit any restriction or reserve or capital requirement (for
which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the
Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in
effect or known to it as of the Effective Date;




     (ii) with respect to the issuance of a Tranche 1 Letter of Credit, the limitation on
amounts set forth under Section 2.1(a) will be exceeded, immediately after giving effect
thereto;




     (iii) with respect to the issuance of a Tranche 2 Letter of Credit, the limitation on
amounts set forth under Section 2.1(b) will be exceeded, immediately after giving effect
thereto;




     (iv) such issuance would be prohibited under Section 2.15(g);




     (v) the Administrative Agent shall have delivered the written notice of nonrenewal
described in Section 3.1(c) and Section 3.2(c);




     (vi) the Administrative Agent has received written notice from the Fronting Bank or the
Required Lenders, as the case may be, or Platinum Holdings, on or prior to the Business Day
prior to the requested date of the issuance of such Letter of Credit, that one or more of
the applicable conditions under Section 4.2 is not then satisfied;




     (vii) the expiry date of such Letter of Credit would occur more than twelve months
after the date of issuance or last extension unless the Required Lenders have approved such
expiry date;




     (viii) the expiry date of such Letter of Credit is less than seven Business Days prior
to the applicable Final Maturity Date, unless all of the Lenders have approved such expiry
date in writing;




     (ix) such Letter of Credit is not substantially in the form of Exhibit C-1 or Exhibit
C-2 hereto, as the case may be, or is not otherwise in form and substance reasonably
acceptable to the Administrative Agent and/or the Fronting Bank; provided that the
Administrative Agent and the Fronting Bank can and will agree to reasonable changes to such
form, not adverse to the interests of the Lenders, requested by applicable insurance
regulators;




     (x) such Letter of Credit is denominated in a currency other than Dollars, other than
Letters of Credit denominated in a Foreign Currency to be issued for the account of Platinum
UK or Platinum Bermuda;




     (xi) with respect to the issuance of a Participated Letter of Credit, a default of any
Lender’s obligations to fund under Section 3.2(f) exists or any Lender is at such time
a Defaulting Lender hereunder, unless the Fronting Bank has entered into satisfactory




59










 







arrangements with the Account Parties or such Lender to eliminate the Fronting Bank’s risk
with respect to such Lender; or




          (xii) a Default or Event of Default has occurred and is continuing.



     Section 3.5 Obligations Absolute. The obligations of each Account Party to reimburse
with respect to a L/C Disbursement under any Letter of Credit of such Account Party and of any
Lender to reimburse the Fronting Bank with respect to any L/C Disbursement under any Participated
Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance
with the terms of this Agreement and any Letter of Credit Document under all circumstances,
including, without limitation, the following circumstances:




     (i) any lack of validity or enforceability of this Agreement, any other Credit
Document, any Letter of Credit Document or any other agreement or instrument relating
thereto;




     (ii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the obligations of any Account Party in respect of any Letter of Credit
Document or any other amendment or waiver of or any consent to departure from all or any of
the Letter of Credit Documents;




     (iii) the existence of any claim, set-off, defense or other right that any Account
Party may have at any time against any beneficiary or any transferee of a Letter of Credit
(or any Persons for which any such beneficiary or any such transferee may be acting), any
Issuing Bank, the Administrative Agent, any Lender or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such Letter of
Credit or any other Letter of Credit Document or any unrelated transaction;




     (iv) any statement or any other document presented under a Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




     (v) payment by any Issuing Bank under a Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter of Credit;




     (vi) any exchange, release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any guarantee, for all or any of the
Obligations of any Account Party; or




     (vii) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including, without limitation, any other circumstance that might otherwise
constitute a defense available to, or a discharge of, any Account Party, any Guarantor or a
guarantor, other than as may be expressly set forth in this Agreement.



     Neither the Administrative Agent, the Fronting Bank nor any Lender nor any of their Related
Parties shall have any liability or responsibility to any Credit Party by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment or failure to



60









 




make any payment thereunder, or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond their control; provided that
the foregoing shall not be construed to excuse the Administrative Agent, the Fronting Bank or a
Lender from liability to an Account Party to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by each Account Party to the
extent permitted by applicable law) suffered by such Account Party that are caused by the gross
negligence or willful misconduct of the Administrative Agent, the Fronting Bank or a Lender when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof.




     Section 3.6 Interest. Unless each Account Party reimburses each L/C Disbursement made
in respect of Letters of Credit issued for its account in full on the date such L/C Disbursement is
made, the unpaid amount of the Reimbursement Obligation thereof shall bear interest from the date
of each L/C Disbursement until such amount shall be paid in full at the rate per annum then
applicable to Base Rate Loans (plus an additional 2% per annum, payable on demand, if not
reimbursed by the third Business Day after the date of such L/C Disbursement).



     Section 3.7 Interest Rate Determination. The Administrative Agent shall give prompt
notice to the applicable Account Party and the applicable Lenders of the applicable interest rate
determined by the Administrative Agent for purposes of Section 3.6.



     Section 3.8 Collateralization of Letters of Credit.



     (a) At any time and from time to time (i) after the occurrence and during the continuance of
an Event of Default and (ii) on the Final Maturity Date, each Account Party shall deliver to the
Administrative Agent as cash collateral an amount in cash equal to the aggregate Stated Amount of
all Tranche 1 Letters of Credit of such Account Party outstanding at such time (whether or not any
beneficiary under any Tranche 1 Letter of Credit shall have drawn or be entitled at such time to
draw thereunder). The Administrative Agent shall deposit such cash in a special collateral account
of such Account Party pursuant to arrangements satisfactory to the Administrative Agent (such
account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the
Fronting Bank and the Lenders.



     (b) At any time and from time to time (i) after the occurrence and during the continuance of
an Event of Default and (ii) on the Final Maturity Date, each Account Party shall deliver to the
Administrative Agent as cash collateral an amount in cash equal to (x) the aggregate Stated Amount
of all Tranche 2 Letters of Credit of such Account Party outstanding at such time (whether or not
any beneficiary under any Tranche 2 Letter of Credit shall have drawn or be entitled at such time to draw thereunder) minus (y) the aggregate portion of the
Borrowing Base in such Account Party’s Custodial Account consisting of cash at such time, and such
cash shall be deposited in such Account Party’s Cash Collateral Account for the benefit of the
Administrative Agent, the Fronting Bank and the Lenders.



     (c) At any time and from time to time pursuant to Section 2.6(b), or (c), each Credit Party
shall deliver to the Administrative Agent such additional amount of cash and Cash



61









 




Equivalents to the extent required by such Sections as cover for the aggregate Tranche 1 Letter of Credit Exposure
or Tranche 2 Letter of Credit Exposure of such Credit Party, as the case may be, and such cash
shall be deposited in such Credit Party’s Cash Collateral Account for the benefit of the
Administrative Agent, the Fronting Bank and the Lenders.




     (d) In the event that, at any time, there has been a material adverse effect upon the ability
of any Credit Party to perform its payment or other material obligations under this Agreement or
any of the other Credit Documents or there exists any event, condition or state of facts that would
reasonably be expected to result in such material adverse effect, such Credit Party shall
immediately deposit Eligible Collateral into a Custodial Account and/or cash collateral into its
Cash Collateral Account in an amount equal to the aggregate Tranche 1 Letter of Credit Exposure
attributable to such Account Party outstanding at such time (whether or not any beneficiary under
any Tranche 1 Letter of Credit shall have drawn or be entitled at such time to draw thereunder).



     (e) Each Account Party hereby grants to the Administrative Agent, for the benefit of the
Fronting Bank and the Lenders, a Lien upon and security interest in its Cash Collateral Account and
all amounts held therein from time to time as security for the Tranche 1 Letter of Credit Exposure
and the Tranche 2 Letter of Credit Exposure of such Account Party, and for application to its
aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of withdrawal, over such
account for the benefit of the Fronting Bank and the Lenders and such Account Party shall have no
interest therein except as set forth in Section 3.8(f). Other than any interest on the investment
of such amounts in Cash Equivalents, which investments shall be made at the direction of such
Account Party (unless a Default or Event of Default shall have occurred and be continuing, in which
case the determination as to investments shall be made at the option and in the discretion of the
Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest
and profits, if any, on such investments shall accumulate in such account.



     (f) In the event of a drawing, and subsequent payment by any Issuing Bank, under any Letter of
Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the
Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement
Obligation created as a result of such payment (or, if the amounts so held are less than such
Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any
amounts remaining in any Cash Collateral Account (including interest and profits) after the
expiration of the Letters of Credit of the applicable Account Party and reimbursement in full of
the Issuing Banks for all of their respective obligations thereunder shall be held by the
Administrative Agent, for the benefit of such Account Party, to be applied against the Obligations
of such Account Party in such order and manner as the Administrative Agent may direct. If any Account Party is required to provide cash collateral pursuant to Section
2.6(b) or (c), such amount (including interest and profits), to the extent not applied as
aforesaid, shall be returned to such Account Party, provided that after giving effect to
such return (i) the aggregate Tranche 1 Credit Exposure would not exceed the aggregate Tranche 1
Commitments at such time and the aggregate Tranche 2 Letter of Credit Exposure would not exceed the
aggregate Tranche 2 Commitments at such time and (ii) no Default or Event of Default shall have
occurred and be continuing at such time. If an Account Party is required to provide cash
collateral as a result of



62









 




an Event of Default, such amount (to the extent not applied as aforesaid)
shall be returned to such Account Party within three (3) Business Days after all Events of Default
have been cured or waived.




     Section 3.9 Use of Letters of Credit. The Letters of Credit shall be available and
each Account Party agrees that it shall use its Letters of Credit solely to support its own
obligations primarily under the Reinsurance Agreements to which it is a party.



ARTICLE IV




CONDITIONS PRECEDENT




     Section 4.1 Conditions Precedent to the Effective Date. The obligations of the
Tranche 1 Lenders to make Loans and of the Issuing Banks to issue Letters of Credit shall not
become effective until the date (the “Effective Date”) on which each of the following
conditions is satisfied (or waived in accordance with Section 11.5):



     (a) On the Effective Date, (i) Platinum Holdings, each Subsidiary Credit Party, the
Administrative Agent and each Lender shall have signed a counterpart of this Agreement and shall
have delivered (or transmitted by telecopy) the same to the Administrative Agent at its Payment
Office; and (ii) there shall have been delivered to the Administrative Agent for the account of
each Lender that has requested the same the appropriate Note or Notes, executed by each Borrower,
in each case, in the amount, maturity and as otherwise provided herein;



     (b) On the Effective Date, the Administrative Agent shall have received (i) an opinion, in
form and substance reasonably satisfactory to the Administrative Agent, addressed to the
Administrative Agent and each of the Lenders and dated the Effective Date, from Dewey Ballantine
LLP, special New York counsel to the Credit Parties, which opinion shall cover the matters
contained in Exhibit G-1, (ii) an opinion, in form and substance reasonably satisfactory to the
Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the
Effective Date, from Conyers Dill & Pearman, special Bermuda counsel to the Credit Parties, which
opinion shall cover the matters contained in Exhibit G-2 and (iii) an opinion, in form and
substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative
Agent and each of the Lenders and dated the Effective Date, from Slaughter and May, special England
and Wales counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit
G-3 and (iv) an opinion, in form and substance reasonably satisfactory to the Administrative Agent,
addressed to the Administrative Agent and each of the Lenders and dated the Effective Date, from Funk & Bolton, special Maryland counsel to Platinum
US, which opinion shall cover the matters contained in Exhibit G-4;



     (c) On the Effective Date, the Administrative Agent shall have received a certificate, signed
by a Responsible Officer of each Credit Party, in form and substance satisfactory to the
Administrative Agent, certifying that (i) all representations and warranties of such Credit Party
contained in this Agreement and the other Credit Documents are true and correct in all material
respects as of the Effective Date (except representations and warranties which relate solely to a
specific earlier date, which shall have been true and correct in all material respects as of such
earlier date), (ii) there are no material insurance regulatory proceedings pending or threatened in



63









 




writing against Platinum Holdings or any Insurance Subsidiary in any jurisdiction; (iii) with
respect to Platinum Holdings only, no Default or Event of Default exists as of the Effective Date;
and (iv) with respect to Platinum Holdings only, there has not occurred since December 31, 2004 any
event or circumstance that has resulted or in the judgment of such officer would reasonably be
expected to result in a Material Adverse Effect except as set forth on Schedule 5.10;




     (d) On the Effective Date, the Administrative Agent shall have received a certificate of the
secretary or an assistant secretary of each Credit Party, in form and substance reasonably
satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and
complete copy of the articles or certificate of incorporation, certificate of formation or other
organizational document and all amendments thereto of such Credit Party, certified as of a recent
date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of
organization, and that the same has not been amended since the date of such certification, (ii)
that attached thereto is a true and complete copy of the bylaws or similar governing document of
such Credit Party, as then in effect and as in effect at all times from the date on which the
resolutions referred to in clause (iii) below were adopted to and including the date of such
certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by
the board of directors (or similar governing body) of such Credit Party authorizing the execution,
delivery and performance of this Agreement and the other Credit Documents to which it is a party,
and as to the incumbency and genuineness of the signature of each officer of such Credit Party
executing this Agreement or any of the other Credit Documents, and attaching all such copies of the
documents described above;



     (e) On or prior to the Effective Date, the Administrative Agent shall have received
counterparts of the Security Agreement executed by each Account Party, together with:




     (i) all documents and instruments, including Uniform Commercial Code financing
statements where applicable, required by law in each jurisdiction reasonably requested by
the Administrative Agent to be filed, registered or recorded to create or perfect the Liens
intended to be created under the Security Agreement;




     (ii) results of a recent search of the Uniform Commercial Code (or equivalent) filings
made with respect to each Account Party in the jurisdictions contemplated in clause (i)
above (including, without limitation, Washington D.C. and Bermuda) and in such other
jurisdictions in which Collateral is located on the Effective Date which may be reasonably
requested by the Administrative Agent, and copies of the financing statements (or similar
documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or
similar documents) are permitted by the Credit Documents or have been released; and




     (iii) for each Custodial Account, an Account Control Agreement with the applicable
Custodian in the form specified in the Security Agreement (appropriately completed), with
such changes thereto as may be reasonably acceptable to the Administrative Agent and each
such Account Control Agreement shall be in full force and effect;



64









 





     (f) All approvals, permits and consents of any Governmental Authorities (including, without
limitation, all relevant Insurance Regulatory Authorities) or other Persons required in connection
with the execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby shall have been obtained (without the imposition of conditions that are not
reasonably acceptable to the Administrative Agent), and all related filings, if any, shall have
been made, and all such approvals, permits, consents and filings shall be in full force and effect
and the Administrative Agent shall have received such copies thereof as it shall have requested and
such documents and papers where appropriate to be certified by proper corporate or governmental
authorities; all applicable waiting periods shall have expired without any adverse action being
taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed before, and no order,
injunction or decree shall have been entered by, any court or other Governmental Authority, in each
case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is
otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the
consummation of the transactions contemplated hereby or thereby, or that would reasonably be
expected to have a Material Adverse Effect;



     (g) Since December 31, 2004, both immediately before and after giving effect to the making of
the initial Credit Extensions (if any), there shall not have occurred any event having a Material
Adverse Effect, or any event, condition or state of facts that would reasonably be expected to
result in a Material Adverse Effect, except in each case as set forth on Schedule 5.10;



     (h) On the Effective Date, there shall exist no Default or Event of Default, and all
representations and warranties made by each Credit Party contained herein or in any other Credit
Document shall be true and correct in all material respects (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified date shall be required
to be true and correct in all material respects only as of such specified date);



     (i) Platinum Holdings shall have paid (i) to the Arranger and Wachovia, the fees specified in
the Fee Letter to be paid to them on the Effective Date, (ii) to the Administrative Agent, the
initial payment of the annual administrative fee described in the Fee Letter, and (iii) all other
fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required
hereunder or under any other Credit Document to be paid on or prior to the Effective Date
(including, without limitation, legal fees and expenses) in connection with this Agreement and the
transactions contemplated hereby;



     (j) Platinum Holdings shall have delivered a Compliance Certificate calculated on a pro forma
basis as of June 30, 2005 after giving effect to the making of the initial Credit Extensions (if
any);



     (k) The Administrative Agent shall have received satisfactory confirmation from A.M. Best
Company that the current financial strength rating of each Insurance Subsidiary that has such a
rating is “A-” or better;



     (l) The Administrative Agent shall have received an Account Designation Letter from an
Authorized Officer of each Borrower;



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     (m) Wachovia shall have received all amounts owing to Wachovia from the Credit Parties in
respect of the Existing Letters of Credit as of the Effective Date; and



     (n) The Administrative Agent shall have received such other documents, certificates, opinions
and instruments in connection with the transactions contemplated hereby as it shall have reasonably
requested.



     Without limiting the generality of the provisions of Section 10.4, for purposes of determining
compliance with the conditions specified in this Section 4.1, each Lender that has signed this
Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required hereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Effective Date specifying its objection thereto.



     Section 4.2 Conditions Precedent to All Credit Extensions. The obligation of each Lender
and the Fronting Bank to make any Credit Extension shall be subject to the prior or concurrent
satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of
the conditions precedent set forth below:



     (a) The applicable Credit Party shall have delivered a Notice of Borrowing in accordance with
Section 2.2(b) or a Letter of Credit Notice in accordance with Section 3.1(b) or Section 3.2(b), as
applicable. In the event such Credit Extension is pursuant to the Tranche 2 Commitments, the
applicable Credit Party shall have delivered a Borrowing Base Report on the Business Day
immediately preceding the proposed date of Issuance of a Tranche 2 Letter of Credit;



     (b) Each of the representations and warranties set forth in this Agreement and in the other
Credit Documents shall be true and correct in all material respects on and as of the date of any
Credit Extension, with the same effect as if made on and as of such date, both immediately before
and after giving effect to Credit Extension (except to the extent any such representation or
warranty is expressly stated to have been made as of a specific date, in which case such
representation or warranty shall be true and correct in all material respects as of such date);



     (c) With respect to the making of any Credit Extension, the limitation on amounts set forth
under Section 2.1 will not be exceeded immediately after giving effect thereto;



     (d) With respect to the Issuance of any Letter of Credit, the applicable conditions in Section
3.4 have been satisfied;



     (e) With respect to the applicable Credit Party, there has been no material adverse effect
upon the ability of such Credit Party to perform its payment or other material obligations under
this Agreement or any of the other Credit Documents and there exists no event, condition or state
of facts that would reasonably be expected to result in such material adverse effect; and



     (f) No Default or Event of Default shall have occurred and be continuing on such date, both
immediately before and after giving effect to such Credit Extension.



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     Each giving of a Notice of Borrowing or a Letter of Credit Notice, and the consummation of
each Credit Extension, shall be deemed to constitute a representation and warranty by the
applicable Credit Party that the statements contained in Section 4.2(b) through Section 4.2(f)
above are true, both as of the date of such notice or request and as of the date such Credit
Extension is made.



ARTICLE V




REPRESENTATIONS AND WARRANTIES




     To induce the Administrative Agent, the Fronting Bank and the Lenders to enter into this
Agreement and to induce the Lenders to extend the credit contemplated hereby and the Issuing Banks
to issue Letters of Credit, each of the Credit Parties (solely as to itself and its Subsidiaries)
represents and warrants to the Administrative Agent, the Fronting Bank and the Lenders as follows:



     Section 5.1 Organization and Power. Each of Platinum Holdings and its Subsidiaries
(i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization, (ii) has the full corporate power and authority to own and hold its property and
to engage in its business as presently conducted, and (iii) is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where the nature of its business
or the ownership of its properties requires it to be so qualified, except where the failure to be
so qualified would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.



     Section 5.2 Authorization; Enforceability. Each of the Credit Parties has the full
corporate power and authority to execute, deliver and perform its obligations under the Credit
Documents to which it is or will be a party and has taken all necessary corporate action to
execute, deliver and perform its obligations under each of the Credit Documents to which it is or
will be a party, and has, or on the Effective Date (or any later date of execution and delivery)
will have, validly executed and delivered each of the Credit Documents to which it is or will be a
party. This Agreement constitutes, and each of the other Credit Documents upon execution and
delivery by each Credit Party that is a party thereto will constitute, the legal, valid and binding
obligation of each Credit Party that is a party hereto or thereto, enforceable against it in
accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer,
moratorium or other similar laws affecting creditors’ rights generally or by general equitable
principles regardless of whether enforceability is considered in a proceeding in equity or at law.



     Section 5.3 No Violation. The execution, delivery and performance by each Credit
Party of this Agreement and each of the other Credit Documents to which it is or will be a party,
and compliance by it with the terms hereof and thereof, do not and will not (i) violate any
provision of its certificate of incorporation or bylaws, (ii) contravene any other Requirement of
Law applicable to it, (iii) conflict with, result in a breach of or constitute (with notice, lapse
of time or both) a default under any material indenture, agreement or other instrument to which it
is a party, by which it or any of its properties is bound or to which it is subject, or (iv) except
for the Liens granted in favor of the Administrative Agent pursuant hereto or to the Security



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Documents, result in or require the creation or imposition of any Lien upon any of its properties
or assets, other than, in the case of clauses (ii), (iii) and (iv), such contraventions, conflicts,
breaches, defaults and creation or imposition of Liens that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.




     Section 5.4 Governmental and Third-Party Authorization; Permits.



     (a) No consent, approval, authorization or other action by, notice to, or registration or
filing with, any Governmental Authority or other Person is or will be required as a condition to or
otherwise in connection with the due execution, delivery and performance by each Credit Party of
this Agreement or any of the other Credit Documents to which it is or will be a party or the
legality, validity or enforceability hereof or thereof, other than filings of Uniform Commercial
Code financing statements, the filing of a charge with the Registrar of Companies in Bermuda and
with the Registrar of Companies in England and Wales and other instruments and actions necessary to
perfect the Liens created by the Security Documents, other than such consents, approvals,
authorizations and other actions that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



     (b) Each of the Credit Parties and their respective Subsidiaries has, and is in good standing
with respect to, all governmental approvals, licenses, permits and authorizations necessary to
conduct its business as presently conducted and to own or lease and operate its properties, except
for those the failure to obtain which would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.



     (c) Schedule 5.4 lists with respect to each Insurance Subsidiary, as of the Effective Date,
all of the jurisdictions in which such Insurance Subsidiary holds licenses (including, without
limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities),
permits or authorizations to transact insurance and reinsurance business (collectively, the
“Licenses”), and indicates the type or types of insurance in which each such Insurance
Subsidiary is permitted to be engaged with respect to each License therein listed. (i) No such
License is the subject of a proceeding for suspension, revocation or limitation or any similar
proceedings, and (ii) no such suspension, revocation or limitation is threatened in writing by any
relevant Insurance Regulatory Authority, that, in each instance under (i) and (ii) above, would individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. As of the Effective Date, no Insurance Subsidiary transacts any insurance business,
directly or indirectly, in any jurisdiction other than those listed on Schedule 5.4, where such
business requires any license, permit or other authorization of an Insurance Regulatory Authority
of such jurisdiction except to the extent that the failure to have any such license, permit or
other authorization would not reasonably be expected to have a Material Adverse Effect..



     Section 5.5 Litigation. Except as disclosed in Platinum Holdings’s 2004 Form 10-K and
as supplemented in written disclosure to the Administrative Agent delivered prior to execution of
this Agreement, there are no actions, investigations, suits or proceedings pending or, to the
knowledge of the Credit Parties, threatened, at law or in equity before any Governmental Authority
or in arbitration, against or affecting any Credit Party, any of their respective Subsidiaries or
any of their respective properties (i) that would reasonably be



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expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) with respect to this Agreement or any of
the other Credit Documents.




     Section 5.6 Taxes. Each of the Credit Parties and their respective Subsidiaries has
timely filed all federal, state, local and foreign tax returns and reports required to be filed by
it and has paid all Taxes, assessments, fees and other charges levied upon it or upon its
properties that are shown thereon as due and payable, other than (i) those Taxes, assessments, fees
and other charges that are being contested in good faith and by proper proceedings and for which
adequate reserves have been established in accordance with GAAP, or (ii) where the failure to file
such returns and reports or the failure to pay such Taxes, assessments, fees and other charges
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. Such returns are true, correct and complete in all material respects. There is no ongoing
audit or examination or other investigation by any Governmental Authority of the tax liability of
any Credit Party or any of their respective Subsidiaries the outcome of which would reasonably be
expected to have a Material Adverse Effect. Except as set forth on Schedule 5.6, there is no
unresolved claim by any Governmental Authority concerning the tax liability of any Credit Party or
any of their respective Subsidiaries for any period for which tax returns have been or were
required to have been filed, other than claims for which adequate reserves have been established in
accordance with GAAP or that would not reasonably be expected to have a Material Adverse Effect.



     Section 5.7 Subsidiaries.



     (a) Set forth on Schedule 5.7 is a complete and accurate list of all of the Subsidiaries of
Platinum Holdings as of the Effective Date, together with, for each such Subsidiary, and, as to
each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person
holding direct ownership interests in such Subsidiary and (iii) the percentage of ownership of such
Subsidiary represented by such ownership interests. Except as disclosed in Schedule 5.7, each of
Platinum Holdings and its Subsidiaries owns, free and clear of Liens, and has the unencumbered
right to vote, all outstanding ownership interests in each Person shown to be held by it in
Schedule 5.7.



     (b) No Subsidiary is a party to any agreement or instrument or otherwise subject to any
restriction or encumbrance that restricts or limits its ability to make dividend payments or other
distributions in respect of its Capital Stock, to repay Indebtedness owed to any Credit Party or
any other Subsidiary, to make loans or advances to any Credit Party or any other Subsidiary, or to
transfer any of its assets or properties to any Credit Party or any other Subsidiary, in each case
other than such restrictions or encumbrances existing under or by reason of the Credit Documents or
applicable Requirements of Law.



     Section 5.8 Full Disclosure. No written statement, certificate, exhibit or report (other
than financial projections and forecasts) furnished to the Administrative Agent or any Lender by or
on behalf of the Credit Parties for purposes of or in connection with this Agreement, the other
Credit Documents and the transactions contemplated hereby contains any untrue statement of a
material fact or omits to state any material fact necessary to make the statements therein not
misleading in light of the circumstances under which they were made. Written statements,
certificates, exhibits and reports furnished to the Administrative Agent or any Lender by or on



69









 




behalf of the Credit Parties consisting of financial projections and forecasts were prepared based
on good faith estimates and reasonable assumptions of the management of Platinum Holdings, it being
recognized by the Lenders that such projections as to future events are not to be viewed as facts
and that actual results during the period or periods covered by any such projections may differ
from the projected results.




     Section 5.9 Margin Regulations. No Credit Party or any of their respective
Subsidiaries is engaged principally or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying Margin Stock. No proceeds of the Loans
will be used, directly or indirectly, to purchase or carry any Margin Stock, to extend credit for
such purpose or for any other purpose that would violate or be inconsistent with Regulations T, U
or X or Section 7 of the Exchange Act.



     Section 5.10 No Material Adverse Effect. Except as set forth on Schedule 5.10, there
has been no Material Adverse Effect since December 31, 2004, and there exists no event, condition
or state of facts that would reasonably be expected to result in a Material Adverse Effect.



     Section 5.11 Financial Matters.



     (a) Platinum Holdings has heretofore furnished to the Administrative Agent copies of (i) the
audited consolidated balance sheets of Platinum Holdings and its Subsidiaries as of December 31,
2004, 2003 and 2002 and the related statements of income, stockholders’ equity and cash flows for
the fiscal years or period then ended, together with the opinion of KPMG thereon, and (ii) the
unaudited consolidated balance sheet of Platinum Holdings and its Subsidiaries as of June 30, 2005,
and the related statements of income, stockholders’ equity and cash flows for the six-month period
then ended. Such consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (subject, with respect to
the unaudited financial statements, to the absence of notes required by such accounting principles and to normal year end adjustments) and present fairly,
in all material respects, the financial position of Platinum Holdings and its Subsidiaries, and the
results of their operations and their cash flows, as of the dates and for the periods indicated.
Except for liabilities and obligations disclosed or provided for in the most recent financial
statements referred to above and the notes thereto or the most recent financial statements and the
notes thereto delivered pursuant to Section 6.1, as of the date of such financial statements, none
of the Credit Parties had any material liability or obligation that, in accordance with GAAP, would
have been required to have been disclosed or provided for in such financial statements or the notes
thereto.



     (b) Platinum Holdings has heretofore furnished to the Administrative Agent copies of (i) the
Annual Statements of each Material Insurance Subsidiary as of December 31, 2004 and 2003 and for
the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and
(ii) the Quarterly Statement of Platinum US as of June 30, 2005, and for the six-month period then
ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the
“Historical Statutory Statements”). The Historical Statutory Statements (including,
without limitation, the provisions made therein for investments and the valuation thereof,
reserves, policy and contract claims and statutory liabilities) have been prepared, in all



70









 




material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with
respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year end
adjustments), were in all material respects, in compliance with applicable Requirements of Law when
filed and present fairly in all material respects the financial condition of the respective
Material Insurance Subsidiaries covered thereby as of the respective dates thereof and the results
of operations, changes in capital and surplus and cash flows of the respective Material Insurance
Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and
obligations disclosed or provided for in the Historical Statutory Statements (including, without
limitation, reserves, policy and contract claims and statutory liabilities), no Material Insurance
Subsidiary had, as of the date of its respective Historical Statutory Statements, any material
liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and
whether or not due) that, in accordance with SAP, would have been required to have been disclosed
or provided for in such Historical Statutory Statements.




     Section 5.12 ERISA.



     (a) Each of the Credit Parties and their ERISA Affiliates is in compliance in all respects
with the applicable provisions of ERISA, and each Plan is and has been administered in compliance
in all respects with all applicable Requirements of Law, including, without limitation, the
applicable provisions of ERISA and the Code, except for any noncompliance that would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect. No ERISA Event
(i) has occurred within the five-year period prior to the Effective Date and is continuing, or (ii)
to the knowledge of any Credit Party, is reasonably expected to occur with respect to any Plan, in
either case that would reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. No Plan has any Unfunded Pension Liability as of the date of the most recent
actuarial report applicable thereto, and no Credit Party or any of their respective ERISA
Affiliates has engaged in a transaction that would be subject to Section 4069 or 4212(c) of ERISA, in either instance where the same would reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.



     (b) No Credit Party nor any of their respective ERISA Affiliates has had a complete or partial
withdrawal from any Multiemployer Plan for which there exists unsatisfied withdrawal liability that
would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,
and no Credit Party nor any of their respective ERISA Affiliates would become subject to any
withdrawal liability under ERISA that would reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect if such Credit Party or any such ERISA Affiliate were
to withdraw completely from all Multiemployer Plans as of the most recent valuation date for the
Multiemployer Plans. To the knowledge of each of the Credit Parties, no Multiemployer Plan is in
“reorganization” or is “insolvent” within the meaning of such terms under ERISA.



     (c) Each Foreign Pension Plan has been maintained in compliance with its terms and with the
requirements of any and all applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing with applicable regulatory authorities, except where
the failure to do any of the foregoing has not had, or would not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect. All



71









 




contributions required to be made with respect to a Foreign Pension Plan have been timely made, except where the failure to
do any of the foregoing has not had, or would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect. Neither Platinum Holdings nor any of
its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal
from, any Foreign Pension Plan, except for any obligations which have not had, or would not
reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
The present value of the accrued benefit liabilities (whether or not vested) under each Foreign
Pension Plan, determined as of the end of Platinum Holdings’s most recently ended fiscal year on
the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value
of the assets of such Foreign Pension Plan allocable to such benefit liabilities (any such excess a
“value shortfall”), except for any such value shortfalls which have not had, or would not
reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.




     Section 5.13 Environmental Matters. Except with respect to any matters that,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect, neither Platinum Holdings nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required for its business under any Environmental Law, or (ii) is involved in any suit, action or
proceeding, or has received any written notice, complaint or other request for information from any
Governmental Authority or other Person, with respect to any actual or alleged Environmental Claims.



     Section 5.14 Compliance With Laws. Each of the Credit Parties and their respective
Subsidiaries has timely filed all material reports, documents and other materials required to be
filed by it under all applicable Requirements of Law with any Governmental Authority, has retained all material records and
documents required to be retained by it under all applicable Requirements of Law, and is otherwise
in compliance with all applicable Requirements of Law in respect of the conduct of its business and
the ownership and operation of its properties, except for any failure to timely file, any failure
to retain and any noncompliance that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



     Section 5.15 Regulated Industries. No Credit Party is (i) an “investment company,” or
a company “controlled” by an “investment company” within the meaning of the Investment Company Act
of 1940, as amended, or (ii) a “holding company,” a “subsidiary company” of a “holding company,” or
an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within
the meaning of the Public Utility Holding Company Act of 1935, as amended.



     Section 5.16 Insurance. The assets, properties and business of each of the Credit
Parties and their respective Subsidiaries are insured against such hazards and liabilities, under
such coverages and in such amounts, as are customarily maintained by prudent companies similarly
situated and under policies issued by insurers of recognized responsibility.



     Section 5.17 OFAC; PATRIOT Act.



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     (a) No Credit Party or their respective Subsidiaries, in each case that is subject to OFAC, is
a Sanctioned Person or does business in a Sanctioned Country or with a Sanctioned Person in
violation of the economic sanctions of the United States administered by OFAC that are applicable
to it.



     (b) Each of the Credit Parties and their respective Subsidiaries, in each case that is subject
to the PATRIOT Act, is in compliance in all material respects with the provisions of the PATRIOT
Act that are applicable to it. No part of the proceeds of the Loans hereunder will be used,
directly or indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977, as amended.



     Section 5.18 Security Documents. The Security Documents create a valid and
enforceable security interest in and Lien upon all right, title and interest of each Account Party
that is a party thereto in and to the Collateral purported to be pledged by it thereunder and
described therein, superior to and prior to the rights of all third persons and subject to no other
Liens except as specifically permitted therein. Other than the filing of a charge with the Bermuda
Registrar of Companies and delivery of the prescribed particulars of charge in the prescribed form
to the Registrar of Companies for England and Wales, no filings or recordings are required in order
to ensure the enforceability, perfection or priority of the security interests created under the
Security Documents, except for filings or recordings which shall have been previously made.



     Section 5.19 Stamp Taxes. Other than the filing of a charge with the Bermuda
Registrar of Companies and delivery of the prescribed particulars of charge in the prescribed form
to the Registrar of Companies for England and Wales, no filings or recordings are required in order
to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement or
any Notes evidencing Loans made (or to be made), and no stamp or similar tax is required to be paid
on the entering into of this Agreement or such Notes or upon the filing or recording of any Credit
Document required to be filed or recorded in any such jurisdiction, other than (i) such filings and
recordations that have already been made and such stamp or similar taxes that have been paid and
(ii) any stamp tax or duty in the United Kingdom due in connection with any assignment under this
Agreement.



ARTICLE VI




AFFIRMATIVE COVENANTS




     Until the termination of the Commitments, the termination or expiration of all Letters of
Credit and the payment in full in cash of all principal and interest with respect to the Loans and
all Reimbursement Obligations together with all fees, expenses and other amounts then due and owing
hereunder, each of the Credit Parties (solely as to itself and its Subsidiaries) covenants and
agrees that,:



     Section 6.1 GAAP Financial Statements. Platinum Holdings will deliver to each Lender:



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     (a) As soon as available and in any event within forty-five (45) days (or, if earlier and if
applicable to Platinum Holdings, the fifth Business Day following the quarterly report deadline
under the Exchange Act rules and regulations) after the end of each of the first three fiscal
quarters of each fiscal year, beginning with the third fiscal quarter of fiscal year 2005,
unaudited consolidated and consolidating balance sheets of Platinum Holdings and its Subsidiaries
as of the end of such fiscal quarter and unaudited consolidated and consolidating statements of
income and unaudited consolidated statements of comprehensive income, cash flows and changes in
shareholders’ equity for Platinum Holdings and its Subsidiaries for the fiscal quarter then ended
and for that portion of the fiscal year then ended, in each case setting forth comparative
consolidated figures as of the end of and for the corresponding period in the preceding fiscal
year, all in reasonable detail and prepared in accordance with GAAP (subject to the absence of
notes required by GAAP and subject to normal year-end adjustments) applied on a basis consistent
with that of the preceding quarter or containing disclosure of the effect on the financial
condition or results of operations of any change in the application of accounting principles and
practices during such quarter; and



     (b) As soon as available and in any event within ninety (90) days (or, if earlier and if
applicable to Platinum Holdings, the fifth Business Day following the annual report deadline under
the Exchange Act rules and regulations) after the end of each fiscal year, beginning with fiscal
year ending December 31, 2005, an audited consolidated and unaudited consolidating balance sheet of
Platinum Holdings and its Subsidiaries as of the end of such fiscal year and the related audited
consolidated and unaudited consolidating statements of income and unaudited consolidated statements of comprehensive income, cash flows and shareholders’ equity for
Platinum Holdings and its Subsidiaries for the fiscal year then ended, including the notes thereto,
in each case setting forth comparative consolidated figures as of the end of and for the preceding
fiscal year, all in reasonable detail and (with respect to the audited statements) certified by the
independent certified public accounting firm regularly retained by Platinum Holdings or another
independent certified public accounting firm of recognized national standing reasonably acceptable
to the Administrative Agent, together with (y) a report thereon by such accountants that is not
qualified as to going concern or scope of audit and to the effect that such consolidated financial
statements present fairly, in all material respects, the financial position of Platinum Holdings
and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and
for the periods indicated, in accordance with accounting principles generally accepted in the
United States of America, and (z) a letter from such accountants to the effect that, based on and
in connection with their examination of the financial statements of Platinum Holdings and its
Subsidiaries, they obtained no knowledge of the occurrence or existence of any Default or Event of
Default relating to accounting or financial reporting matters (which certificate may be limited to
the extent required by accounting rules or guidelines), or a statement specifying the nature and
period of existence of any such Default or Event of Default disclosed by their audit.



     Section 6.2 Statutory Financial Statements. Platinum Holdings will deliver to each
Lender as soon as available and in any event within five Business Days after the required filing
date, an Annual Statement of each of its Material Insurance Subsidiaries as of the end of each
fiscal year beginning with the fiscal year ending December 31, 2005, and a Quarterly Statement of
Platinum US as of the end of each fiscal quarter beginning with the fiscal quarter ending June 30,
2005, in each case in the form filed with the Insurance Regulatory Authority in its jurisdiction of
domicile, prepared in accordance with SAP, or, at Platinum Holdings’s option



74









 




with respect to Platinum Bermuda, prepared in accordance with GAAP, in each case applied on a basis consistent with
that of the preceding reporting period or containing disclosure of the effect on the financial
condition or results of operations of any change in the application of accounting principles and
practices during such year.




     Documents required to be delivered pursuant to Section 6.1, Section 6.2 or Section 6.3(c) may
be delivered electronically and, if so delivered, shall be deemed to have been delivered on the
date (i) on which Platinum Holdings posts such documents, or provides a link thereto, on a website
on the internet at a website address previously specified to the Administrative Agent and the
Lenders; or (ii) on which such documents are posted on Platinum Holdings’s behalf on SyndTrak or
another relevant website, if any, to which each of the Administrative Agent and each Lender has
access; provided that (x) upon the request of the Administrative Agent or any Lender lacking access
to the internet or SyndTrak, Platinum Holdings shall deliver paper copies of such documents to the
Administrative Agent or such Lender (until a written request to cease delivering paper copies is
given by the Agent or such Lender) and (y) Platinum Holdings shall notify (which may be by a
facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any
documents. The Administrative Agent shall have no obligation to request the delivery of, or to
maintain copies of, the documents referred to in the proviso to the immediately preceding sentence
or to monitor compliance by Platinum Holdings with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such documents.



     Section 6.3 Other Business and Financial Information. Platinum Holdings will deliver
to each Lender:



     (a) Concurrently with each delivery of the financial statements described in Section 6.1, a
Compliance Certificate in the form of Exhibit D with respect to the period covered by the financial
statements then being delivered, executed by a Financial Officer of Platinum Holdings, together
with a Covenant Compliance Worksheet reflecting the computation of the respective financial
covenants set forth in Article VII of this Agreement as of the last day of the period covered by
such financial statements;



     (b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event
within 150 days after the end of each fiscal year, beginning with the fiscal year ending December
31, 2005, a copy of each Material Insurance Subsidiary’s “Statement of Actuarial Opinion”
as to the adequacy of such Material Insurance Subsidiary’s loss reserves as of such fiscal
year-end, together with a copy of its management discussion and analysis in connection therewith
(but only if and to the extent required by the applicable Insurance Regulatory Authority with
regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable
insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile;



     (c) Promptly after and in any event no later than the fifth Business Day after the sending,
filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy
statements that Platinum Holdings or any of its Material Subsidiaries shall send or make available
generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q,
Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other
than on Form S-8 or its successor form) that Platinum Holdings or any of its



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Material Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A (or any
successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory
Authority, (iv) all material reports on examination or similar material reports, financial
examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory
Authority or other Governmental Authority with respect to any Material Insurance Subsidiary’s
insurance business, and (v) all material filings made under applicable state insurance holding
company acts by Platinum Holdings or any of its Material Subsidiaries, including, without
limitation, filings seeking approval of transactions with Affiliates;




     (d) Promptly after (and in any event within five Business Days after (or within three Business
Days after in the case of clause (i) below)) any Responsible Officer of any Borrower obtaining
knowledge thereof, written notice of any of the following:




     (i) the occurrence of any Default or Event of Default, together with a written
statement of a Responsible Officer of such Borrower specifying the nature of such Default or
Event of Default, the period of existence thereof and the action that such Borrower has
taken and proposes to take with respect thereto;




     (ii) the institution or threatened institution of any action or suit against or
affecting Platinum Holdings or any of its Subsidiaries, or any investigation or proceeding
by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries
and routine periodic investigations or reviews), that would reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect, and any material
development in any litigation or other proceeding previously reported pursuant to Section
5.5 or this subsection (d);




     (iii) the receipt by Platinum Holdings or any of its Subsidiaries from any Insurance
Regulatory Authority or other Governmental Authority of (i) any written notice asserting any
failure by Platinum Holdings or any of its Subsidiaries to be in compliance with applicable
Requirements of Law or that threatens the taking of any action against Platinum Holdings or
such Subsidiary or sets forth circumstances that, if taken or adversely determined, would
reasonably be expected to have a Material Adverse Effect, or (ii) any written notice of any
actual or threatened suspension, limitation or revocation of, failure to renew, or
imposition of any restraining order, escrow or impoundment of funds in connection with, any
license, permit, accreditation or authorization of Platinum Holdings or any of its
Subsidiaries, where such action would reasonably be expected to have a Material Adverse
Effect;




     (iv) the occurrence of any ERISA Event, together with (x) a written statement of a
Responsible Officer of Platinum Holdings specifying the details of such ERISA Event and the
action that Platinum Holdings has taken and proposes to take with respect thereto, (y) a
copy of any notice with respect to such ERISA Event that may be required to be filed with
the PBGC and (z) a copy of any notice delivered by the PBGC to Platinum Holdings or such
ERISA Affiliate with respect to such ERISA Event;



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     (v) that any material contribution required to be made with respect to a Foreign
Pension Plan has not been timely made, or that Platinum Holdings or any Subsidiary of
Platinum Holdings may incur any material liability pursuant to any Foreign Pension Plan.




     (vi) the occurrence of any decrease in (y) the rating given by either Standard & Poor’s
or Moody’s with respect to any Insurance Subsidiary’s claims paying ability or financial
strength rating or (z) the rating given to any Insurance Subsidiary by A.M. Best Company;




     (vii) the occurrence of any actual changes in any insurance statute or regulation
governing the investment or dividend practices of any Insurance Subsidiary that would
reasonably be expected to have a Material Adverse Effect; and




     (viii) any other matter or event that has, or would reasonably be expected to have, a
Material Adverse Effect, together with a written statement of a Responsible Officer of
Platinum Holdings setting forth the nature and period of existence thereof and the action
that Platinum Holdings has taken and proposes to take with respect thereto;



     (e) Promptly, notice of the receipt by Platinum Holdings or any of its Subsidiaries of any
written notice of any denial of coverage or claim, litigation or arbitration with respect to any
Reinsurance Agreement to which it is a ceding party, involving unreserved claims in excess of 10%
of Consolidated Tangible Net Worth; and



     (f) As promptly as reasonably possible, such other information about the business, condition
(financial or otherwise), operations or properties of Platinum Holdings or any of its Material
Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed
under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.



     Section 6.4 Corporate Existence; Franchises; Maintenance of Properties. The Credit
Parties will, and will cause each of their Material Subsidiaries to, (i) except as expressly
permitted otherwise by Section 8.1, maintain and preserve in full force and effect its legal
existence, (ii) obtain, maintain and preserve in full force and effect all other rights,
franchises, licenses, permits, certifications, approvals and authorizations required by
Governmental Authorities and necessary to the ownership, occupation or use of its properties or the
conduct of its business, except to the extent the failure to do so would not reasonably be expected
to have a Material Adverse Effect, (iii) continue to conduct and operate its businesses
substantially as conducted and operated during the present and preceding fiscal years and (iv) keep
all material properties in good working order and condition (normal wear and tear excepted) and
from time to time make all necessary repairs to and renewals and replacements of such properties,
except to the extent that any of such properties are obsolete or are being replaced.



     Section 6.5 Compliance with Laws. The Credit Parties will, and will cause each of
their respective Subsidiaries to, comply in all respects with all Requirements of Law applicable in
respect of the conduct of its business and the ownership and operation of its properties, except



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to the extent the failure so to comply would not have, or reasonably be expected to have, a Material
Adverse Effect.




     Section 6.6 Payment of Obligations. The Credit Parties will, and will cause each of
their respective Subsidiaries to, (i) pay all liabilities and obligations as and when due (subject
to any applicable subordination provisions), except to the extent failure to do so would not
reasonably be expected to have a Material Adverse Effect, and (ii) pay and discharge all Taxes,
assessments and governmental charges or levies imposed upon it, upon its income or profits or upon
any of its properties, prior to the date on which penalties would attach thereto, and all lawful
claims that, if unpaid, might become a Lien upon any of the properties of any Credit Party or any
of their respective Subsidiaries; provided, however, that no Credit Party or any of
their respective Subsidiaries shall be required to pay any such Tax, assessment, charge, levy or
claim that is being contested in good faith and by proper proceedings and as to which such Credit
Party or such Subsidiary is maintaining adequate reserves with respect thereto in accordance with
GAAP.



     Section 6.7 Insurance. The Credit Parties will, and will cause each of their respective Subsidiaries to, maintain
with financially sound and reputable insurance companies insurance with respect to its assets,
properties and business, against such hazards and liabilities, of such types and in such amounts,
as is customarily maintained by companies in the same or similar businesses similarly situated.



     Section 6.8 Maintenance of Books and Records; Inspection. The Credit Parties will,
and will cause each of their respective Subsidiaries to, (i) maintain adequate books, accounts and
records, in which full, true and correct entries shall be made of all financial transactions in
relation to its business and properties, and prepare all financial statements required under this
Agreement, in each case in accordance with GAAP or SAP, as applicable, and in compliance with the
requirements of any Governmental Authority having jurisdiction over it, and (ii) permit employees
or agents of the Administrative Agent to visit and inspect its properties and examine or audit its
books, records, working papers and accounts and make copies and memoranda of them, and to discuss
its affairs, finances and accounts with its officers and employees and, upon notice to and in the
presence of (except during the continuance of an Event of Default) Platinum Holdings, the
independent public accountants of Platinum Holdings and its Subsidiaries (and by this provision the
Credit Parties authorize such accountants to discuss the finances and affairs of Platinum Holdings
and its Subsidiaries), provided that such independent public accountants agree to participate in
such discussions, all at such times and from time to time, upon reasonable notice and during
business hours, as may be reasonably requested. Following the occurrence and during the
continuance of an Event of Default, any of the Lenders and any of the Administrative Agent’s or any
of the Lenders’ employees, agents, consultants or attorneys, may accompany the Administrative Agent
on such visits, inspections or discussions.



     Section 6.9 Dividends. Each Borrower will take all action necessary to cause its
Subsidiaries to make such dividends, distributions or other payments to it as shall be necessary
for such Borrower to make payments of the principal of and interest on its Loans in accordance with
the terms of this Agreement. In the event the approval of any Governmental Authority or other
Person is required in order for any such Subsidiary to make any such dividends, distributions or
other payments to such Borrower, or for such Borrower to make any such



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principal or interest payments, such Borrower will forthwith exercise its best efforts and take all actions permitted by
law and necessary to obtain such approval.




     Section 6.10 OFAC; PATRIOT Act Compliance. Each Credit Party that is subject to OFAC
will, and will cause each of its Subsidiaries that it is so subject to, (i) refrain from doing
business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions
of the United States administered by OFAC, and (ii) provide, to the extent commercially reasonable,
such information and take such actions as are reasonably requested by the Administrative Agent or
any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance
with the PATRIOT Act.



     Section 6.11 Collateral.



     (a) Pursuant to the Security Documents and as collateral security for the payment and
performance of its Tranche 2 Obligations, each Account Party shall grant and convey, or cause to be
granted and conveyed, to the Administrative Agent for its benefit and the benefit of the Tranche 2
Lenders, a Lien and security interest in, to and upon the Collateral, prior and superior to all
other Liens except for Permitted Liens in favor of Custodians. Each Account Party shall cause the
Collateral to be charged or pledged and be made subject to the Security Documents (in form and
substance reasonably acceptable to the Administrative Agent) necessary for the perfection of the
Lien and security interest in, to and upon the Collateral and for the exercise by the
Administrative Agent and the Tranche 2 Lenders of their rights and remedies hereunder and
thereunder.



     (b) Subject to Section 2.6(d), each Account Party shall at all times cause its respective
Borrowing Base to equal or exceed the sum of the aggregate principal Dollar Amount of Tranche 2
Letter of Credit Exposure attributable to such Account Party at such time.



     (c) Each Account Party shall deliver or cause to be delivered to the Administrative Agent a
certificate executed by an Authorized Officer of such Account Party, in the form of Exhibit H or
otherwise in a form reasonably satisfactory to the Administrative Agent (which form may vary
depending on the frequency of the delivery of such certificate and subject to the review and
verification by the Administrative Agent), setting forth the aggregate Tranche 2 Letter of Credit
Exposure attributable to such Account Party, the fair market value of the Eligible Collateral by
category and in the aggregate, the calculation of the Borrowing Base and such other information as
the Administrative Agent may reasonably request (such certificate, a “Borrowing Base
Report”), (A) on the Business Day immediately preceding the proposed date of Issuance of a
Tranche 2 Letter of Credit, (B) within 10 Business Days after the end of each calendar month, (C)
at and as of such other times as the Administrative Agent may reasonably request and (D) at such
other times as the Account Parties may desire.



     Section 6.12 Further Assurances. Each of the Credit Parties will, and will cause each
of their respective Material Subsidiaries to, make, execute, endorse, acknowledge and deliver any
amendments, modifications or supplements hereto and restatements hereof and any other agreements,
instruments or documents, and take any and all such other actions, as may from time to time be
reasonably requested by the Administrative Agent or the Required Lenders to perfect and maintain
the validity and priority of the Liens granted pursuant to the Security Documents



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and to effect, confirm or further assure or protect and preserve the interests, rights and remedies of the
Administrative Agent and the Lenders under this Agreement and the other Credit Documents.




ARTICLE VII




FINANCIAL COVENANTS




     Until the termination of the Commitments, the termination or expiration of all Letters of
Credit and the payment in full in cash of all principal and interest with respect to the Loans and
all Reimbursement Obligations together with all fees, expenses and other amounts then due and owing hereunder, each of the Credit Parties (solely as to itself and its Subsidiaries)
covenants and agrees that:



     Section 7.1 Maximum Consolidated Indebtedness to Total Capitalization. The ratio of
Consolidated Indebtedness to Total Capitalization as of the last day of any fiscal quarter
beginning with the fiscal quarter ending September 30, 2005 shall not be greater than 0.35 to 1.0.



     Section 7.2 Minimum Consolidated Tangible Net Worth. Consolidated Tangible Net Worth
shall be at all times an amount not less than the sum of (w) 70% of Consolidated Tangible Net Worth
as of December 31, 2004, plus (x) 50% of Consolidated Net Income for each fiscal year (beginning
with the fiscal year ending December 31, 2005) for which Consolidated Net Income (measured at the
end of each such fiscal year) is a positive amount plus (y) 50% of the aggregate increases in
shareholders’ equity of Platinum Holdings after December 31, 2004 by reason of the issuance or sale
of Capital Stock of Platinum Holdings or the issuance and sale of Capital Stock of any Subsidiary
or other capital contribution to Platinum Holdings plus (z) 100% of the net proceeds received in
November 2005 from the purchase of common shares of Platinum Holdings by holders of Equity Security
Units.



ARTICLE VIII




NEGATIVE COVENANTS




     Until the termination of the Commitments, the termination or expiration of all Letters of
Credit and the payment in full in cash of all principal and interest with respect to the Loans and
all Reimbursement Obligations together with all fees, expenses and other amounts then due and owing
hereunder, each of the Credit Parties (solely as to itself and its Subsidiaries) covenants and
agrees that:



     Section 8.1 Fundamental Changes. Except as permitted under Section 8.4, the Credit
Parties will not, and will not permit or cause any of their respective Subsidiaries to, liquidate,
wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do
any of the foregoing; provided, however, that any Credit Party or any Subsidiary
may merge into or consolidate with any other Person so long as (y) the surviving corporation is a
Credit Party or a Wholly Owned Subsidiary of a Credit Party (and in any event, if a Credit Party is
a party to such merger or consolidation, the surviving corporation shall be a Credit Party, it
being understood and agreed that in the case of a merger or consolidation between a Subsidiary
Credit Party with Platinum Holdings, the survivor corporation of such merger or consolidation shall
be




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Platinum Holdings), and (z) immediately after giving effect thereto, no Default or Event
of Default would occur or exist.




     Section 8.2 Indebtedness.



     (a) The Guarantors will not, create, incur, assume or permit to exist any Indebtedness, or
agree, become or remain liable (contingent or otherwise) to do any of the foregoing, except for (i)
the Obligations and (ii) other Indebtedness which is either incurred in connection with any Lien
permitted under Section 8.3 or pari passu in right of payment with, or subordinated in right of
payment to, the Obligations, so long as upon the incurrence thereof no Default or Event of Default
would occur or exist.



     (b) No Subsidiary Credit Party will (other than Platinum Finance), and such Subsidiary Credit
Parties will not permit any of their Subsidiaries to, create, incur, assume or permit to exist any
Indebtedness, or agree, become or remain liable (contingent or otherwise) to do any of the
foregoing, except for:




     (i) the Obligations;




     (ii) Indebtedness existing on the date hereof and described in Schedule 8.2 and
extensions, renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof;




     (iii) Indebtedness of Subsidiaries of Platinum Holdings owing to Platinum Holdings or to
other Subsidiaries of Platinum Holdings;




     (iv) Indebtedness consisting of current liabilities not for borrowed money incurred in
the ordinary course of business;




     (v) Indebtedness which is incurred in connection with any Lien permitted under Section
8.3; and




     (vi) Unsecured Indebtedness other than any of the foregoing in an aggregate Dollar
Amount outstanding at any time not to exceed $25,000,000; provided that (x) such
Indebtedness does not contain any measures of financial performance (however expressed and
whether stated as a covenant, as a ratio, as a fixed threshold, as an event of default, as a
mandatory prepayment provision, or otherwise) which, taken as a whole, are materially more
restrictive on the Subsidiary Credit Parties than those measures of financial performance
contained in this Agreement and (y) upon the incurrence thereof no Default or Event of
Default would occur or exist.



     Section 8.3 Liens. The Credit Parties will not, and will not permit or cause any of
their respective Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to
exist, any Lien upon or with respect to any part of its property or assets, whether now owned or
hereafter acquired, or agree to do any of the foregoing, other than the following:



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          (i) Liens in favor of the Administrative Agent and the Tranche 2 Lenders created by or
otherwise existing under or in connection with this Agreement and the Security Documents;




          (ii) Permitted Liens;




          (iii) Liens in existence on the Effective Date and set forth on Schedule 8.3 and
extensions, renewals and replacements thereof so long as the outstanding principal amount of
the Indebtedness secured by any such Lien is not increased;




          (iv) Liens on Invested Assets of any Insurance Subsidiary securing obligations of such
Insurance Subsidiary in respect of trust arrangements, withheld balances or any other
collateral or security arrangements (other than letters of credit) entered into in the
ordinary course of business;




          (v) Purchase money Liens upon real or personal property used by Platinum Holdings or any
of its Subsidiaries in the ordinary course of its business, securing Indebtedness not to
exceed $100,000,000 in principal Dollar Amount and incurred solely to pay all or a portion of
the purchase price thereof (including in connection with capital leases, and including
mortgages or deeds of trust upon real property and improvements thereon); provided
that any such Lien (A) shall attach to such property concurrently with or within ninety (90)
days after the acquisition thereof by Platinum Holdings or such Subsidiary, (B) shall not
exceed the lesser of (y) the fair market value of such property or (z) the cost thereof to
Platinum Holdings or such Subsidiary and (C) shall not encumber any other property of
Platinum Holdings or any of its Subsidiaries;




          (vi) Liens securing any Indebtedness permitted under Section 8.2(b)(iii); and




          (vii) Liens not otherwise permitted by this Section 8.3 on obligations incurred by
Platinum Holdings securing Indebtedness in an aggregate principal Dollar Amount not at any
time exceeding 10% of Consolidated Tangible Net Worth.




     Section 8.4 Disposition of Assets. The Credit Parties will not, and will not permit
or cause any of their respective Material Subsidiaries to, sell, assign, lease, convey, transfer or
otherwise dispose of (whether in one or a series of transactions) all or any portion of its assets,
business or properties (including, without limitation, any Capital Stock of any Subsidiary), or
enter into any arrangement with any Person providing for the lease by any Credit Party or any
Subsidiary as lessee of any asset that has been sold or transferred by such Credit Party or such
Subsidiary to such Person, or agree to do any of the foregoing, except for:




     (i) sales of assets in the ordinary course of business for fair market value;




     (ii) the sale, lease or other disposition of assets by a Subsidiary of a Credit Party to
such Credit Party or to another Wholly Owned Subsidiary, to the extent permitted by
applicable Requirements of Law and each relevant Insurance Regulatory Authority;
provided that (x) immediately after giving effect thereto, no Default or Event of
Default would occur or exist, (y) unless permitted by Section 8.4(iii), in no event shall
Platinum Holdings contribute, sell or otherwise transfer, or permit any Insurance



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Subsidiary
to issue or sell, any of the Capital Stock of such Insurance Subsidiary to any Person other
than a Credit Party, and (z) such sale or disposition would not adversely affect the ability
of any Insurance Subsidiary party thereto to pay dividends or otherwise make distributions
in respect of its Capital Stock; and




     (iii) the sale or disposition of assets outside the ordinary course of business,
provided that such sales or dispositions shall not individually, or in the aggregate,
exceed 20% of Consolidated Tangible Net Worth in any fiscal year; provided further
that immediately after giving effect thereto, no Default or Event of Default would occur or
exist.



     Section 8.5 Investments. The Credit Parties will not, and will not permit or cause
any of their respective Subsidiaries to, make any Investments, except:




     (i) Investments held by such Credit Party or such Subsidiary in accordance with the
Investment Policy;




     (ii) advances to officers, directors and employees of Platinum Holdings and its
Subsidiaries, for travel, entertainment, relocation and analogous ordinary business purposes;




     (iii) Investments in Platinum Holdings or any Wholly-Owned Subsidiary of Platinum
Holdings;




     (iv) Investments consisting of securities received in settlement of claims, the
extension of trade credit, the creation of prepaid expenses, and the purchase of inventory,
supplies, equipment and other assets, in each case by the Credit Parties and their respective
Subsidiaries in the ordinary course of business;




     (v) Investments in reverse repurchase agreements and securities lending transactions;




     (vi) Investments in connection with Reinsurance Agreements or other insurance products
in the ordinary course of business;




     (vii) Investments other than the foregoing, provided that the sum of the
aggregate amount of such Investments and the Acquisition Amount of the Investments permitted
under clause (viii) does not exceed 10% of Consolidated Tangible Net Worth; and




     (viii) Investments consisting of Acquisitions made by Platinum Holdings (directly, or
indirectly through one or more Subsidiaries); provided that (a) immediately prior and
after giving effect to each such Acquisition, no Default or Event of Default shall have
occurred and be continuing and Platinum Holdings shall have delivered to the Administrative
Agent a certificate of a Financial Officer to such effect; (b) at the time of each such
Acquisition and after giving effect thereto, Platinum Holdings may not enter into such
Acquisition if the aggregate Acquisition Amount to be paid by Platinum Holdings and its
Subsidiaries in connection therewith, when added to the aggregate



83









 






Acquisition Amount paid by
Platinum Holdings and its Subsidiaries in connection with each other Acquisition permitted by
this clause (viii) and the Investments permitted by clause (vii) consummated prior thereto
but after the Effective Date, shall exceed 10% of Consolidated Tangible Net Worth, (c) in the
case of an Acquisition of a Person, such Acquisition has been approved by the board of
directors of such Person prior to the commencement of any tender offer, proxy contest or the like in
respect thereof and (d) any Person or assets acquired pursuant hereto shall be in the
insurance or reinsurance business.



     Section 8.6 Transactions with Affiliates. The Credit Parties will not, and will not
permit or cause any of their respective Subsidiaries to, enter into any transaction (including,
without limitation, any purchase, sale, lease or exchange of property or the rendering of any
service) with any officer, director, stockholder or other Affiliate of such Credit Party or such
Subsidiary other than:




     (i) transactions between or among any of the Credit Parties and their Wholly-Owned
Subsidiaries, between or among any of such Wholly-Owned Subsidiaries, or between or among any
of the Credit Parties; and




     (ii) transactions with Affiliates in good faith in the ordinary course of any Credit
Party’s business consistent with past practice and on terms no less favorable to such Credit
Party or any Subsidiary than those that could have been obtained in a comparable transaction
on an arm’s length basis from a Person that is not an Affiliate.



     Section 8.7 Restricted Payments. The Credit Parties will not, and will not permit or
cause any of their respective Subsidiaries to, directly or indirectly, declare or make any dividend
payment, or make any other distribution of cash, property or assets, in respect of any of its
Capital Stock or any warrants, rights or options to acquire its Capital Stock, or purchase, redeem,
retire or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or
options to acquire its Capital Stock (other than the grant of stock options to any director,
officer or employee of any Credit Party pursuant to a written plan or agreement), or set aside
funds for any of the foregoing, except (i) that any Subsidiary may declare and pay dividends on or
make distributions to a Credit Party or to a Wholly Owned Subsidiary or set aside funds for the
foregoing and (ii) Platinum Holdings may declare and pay dividends on, make distributions in
respect of or repurchase, redeem, retire or otherwise acquire its Capital Stock or set aside funds
for the foregoing so long as no Default or Event of Default has occurred and is continuing before
or after giving effect to the declaration or payment of such dividends, distributions, repurchases
or other acquisitions.



     Section 8.8 Lines of Business. The Credit Parties will not, and will not permit or
cause any of their respective Subsidiaries to, engage to any material extent in any business other
than the reinsurance or insurance business and other businesses engaged in by the Credit Parties
and their respective Subsidiaries on the date hereof or a business reasonably related thereto.



     Section 8.9 Fiscal Year. The Credit Parties will not, and will not permit or cause
any of their respective Subsidiaries to, change the ending date of its fiscal year to a date other
than December 31 unless (i) Platinum Holdings shall have given the Administrative Agent written



84









 







notice of its intention to change such ending date at least sixty (60) days prior to the effective
date thereof and (ii) prior to such effective date this Agreement shall have been amended to make
any changes in the financial covenants and other terms and conditions to the extent necessary, in
the reasonable determination of the Administrative Agent, to reflect the new fiscal year ending
date.



     Section 8.10 Ratings. The Credit Parties will not permit or cause the financial
strength rating of any Insurance Subsidiary by A.M. Best Company to be lower than “B++” at any
time.



     Section 8.11 Accounting Changes. The Credit Parties will not, and will not permit or
cause any of their respective Subsidiaries to, make or permit any material change in its accounting
policies or reporting practices, except as may be required or permitted by GAAP or SAP, as
applicable.



     Section 8.12 Limitation on Certain Restrictions. The Credit Parties will not, and
will not permit or cause any of their respective Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any restriction or encumbrance on (i) the
ability of such Credit Party to perform and comply with its obligations under the Credit Documents
or (ii) the ability of any Subsidiary of such Credit Party to make any dividend payments or other
distributions in respect of its Capital Stock, to repay Indebtedness owed to such Credit Party or
any other Subsidiary, to make loans or advances to such Credit Party or any other Subsidiary, or to
transfer any of its assets or properties to such Credit Party or any other Subsidiary, in each case
other than such restrictions or encumbrances existing under or by reason of (a) the Credit
Documents, and (b) applicable Requirements of Law.



     Section 8.13 Private Act. No Credit Party will become subject to a Private Act which,
in the reasonable determination of the Administrative Agent, would be adverse in any material
respect to the rights or interests of the Lenders.



ARTICLE IX




EVENTS OF DEFAULT




     Section 9.1 Events of Default. The occurrence of any one or more of the following
events shall constitute an “Event of Default”:



     (a) Any Credit Party shall fail to pay (i) any principal of any Loan of such Credit Party or
any Reimbursement Obligation of such Credit Party when due or (ii) any interest on any Loan of such
Credit Party, any fee or any other Obligation of such Credit Party under this Agreement or under
the other Credit Documents within three (3) Business Days after such interest, fee or other amount
becomes due in accordance with the terms hereof or thereof; or



     (b) Any Credit Party shall fail to, or fail to cause its Subsidiaries that are subject thereto
to, observe, perform or comply with any condition, covenant or agreement applicable to it contained
in any of Section 2.13, Section 6.3(d)(i) or Section 6.4(i), Section 6.11, Article VII and Article
VIII; or



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     (c) Any Credit Party shall fail to observe, perform or comply with any condition, covenant or
agreement contained in this Agreement or any of the other Credit Documents other than those
enumerated in Section 9.1(a) and (b), and such failure shall continue unremedied for a period of thirty (30)
days after the earlier of (y) the date on which a Responsible Officer of such Credit Party acquires
knowledge thereof and (z) the date on which written notice thereof is delivered by the
Administrative Agent or any Lender to such Credit Party; or



     (d) Any representation or warranty made or deemed made by or on behalf of any Credit Party in
this Agreement, any of the other Credit Documents or in any certificate, instrument, report or
other document furnished at any time in connection herewith or therewith shall prove to have been
incorrect, false or misleading in any material respect as of the time made or deemed made; or



     (e) Platinum Holdings or any of its Subsidiaries shall (i) fail to pay when due (whether by
scheduled maturity, acceleration or otherwise and after giving effect to any applicable grace
period or notice provision) (y) any principal of or interest on any Indebtedness (other than the
Indebtedness incurred pursuant to this Agreement or a Hedge Agreement) having an aggregate
principal Dollar Amount of at least $25,000,000 or (z) any termination or other payment under any
Hedge Agreement having a net termination obligation of at least $25,000,000 or (ii) fail to
observe, perform or comply with any condition, covenant or agreement contained in any agreement or
instrument evidencing or relating to any such Indebtedness or Hedge Agreement, or any other event
shall occur or condition exist in respect thereof, and the effect of such failure, event or
condition is to cause, or permit the holder or holders of such Indebtedness or Hedge Agreement (or
a trustee or agent on its or their behalf) to cause (with or without the giving of notice, lapse of
time, or both), without regard to any subordination terms with respect thereto, such Indebtedness
or Hedge Agreement to become due, or to be prepaid, redeemed, purchased or defeased, prior to its
stated maturity; or



     (f) Platinum Holdings or any of its Material Subsidiaries, shall (i) file a voluntary petition
or commence a voluntary case seeking liquidation, winding-up, reorganization, dissolution,
arrangement, readjustment of debts or any other relief under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to controvert in a timely and appropriate manner, any petition or case of
the type described in Section 9.1(g) below, (iii) apply for or consent to the appointment of or
taking possession by a custodian, trustee, receiver or similar official for or of itself or all or
a substantial part of its properties or assets, (iv) fail generally, or admit in writing its
inability, to pay its debts generally as they become due, (v) make a general assignment for the
benefit of creditors or (vi) take any corporate action to authorize or approve any of the
foregoing; or



     (g) Any involuntary petition or case shall be filed or commenced against Platinum Holdings or
any of its Material Subsidiaries, seeking liquidation, winding up, reorganization, dissolution,
arrangement, readjustment of debts, the appointment of a custodian, trustee, receiver or similar
official for it or all or a substantial part of its properties or any other relief under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, and such petition or case shall continue undismissed and unstayed for a period



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of sixty (60) days; or an order, judgment or decree approving or ordering any of the foregoing
shall be entered in any such proceeding; or



     (h) Any one or more money judgments, writs or warrants of attachment, executions or similar
processes involving an aggregate amount (to the extent not paid or fully bonded or covered by
insurance as to which the surety or insurer, as the case may be, has the financial ability to
perform and has acknowledged liability in writing) in excess of $25,000,000 shall be entered or
filed against any Credit Party or any of their respective properties and the same shall not be
paid, dismissed, bonded, vacated, stayed or discharged within a period of thirty (30) days or in any event later than five (5) days prior to the date of any
proposed sale of such property thereunder; or



     (i) Any ERISA Event shall occur or exist with respect to any Plan or Multiemployer Plan and,
as a result thereof, together with all other ERISA Events then existing, there shall exist a
reasonable likelihood that Platinum Holdings or any ERISA Affiliate would incur liability to any
one or more Plans or Multiemployer Plans or to the PBGC (or to any combination thereof) in excess
of $25,000,000; or



     (j) Any Insurance Regulatory Authority or other Governmental Authority having jurisdiction
shall issue any order of conservation, supervision, rehabilitation or liquidation or any other
order of similar effect in respect of any Insurance Subsidiary; or



     (k) At any time, any Subsidiary Credit Party shall cease to be a Wholly Owned Subsidiary of
Platinum Holdings other than as otherwise permitted in this Agreement; or



     (l) Any Security Document to which any Account Party is now or hereafter a party shall for any
reason cease to be in full force and effect or cease to be effective to give the Administrative
Agent a valid and perfected security interest in and Lien upon the Collateral purported to be
covered thereby, subject to no Liens other than Liens in favor of the Custodian, in each case
unless any such cessation occurs in accordance with the terms thereof or is due to any act or
failure to act on the part of the Administrative Agent or any Lender, or any Credit Party shall
assert any of the foregoing; or the obligations of any Guarantor under Article XII shall for any
reason terminate or cease, in whole or in material part, to be a legally valid and binding
obligation of each Guarantor or any Guarantor or any Person acting for or on behalf of any of such
parties shall contest such validity or binding nature of such guarantee, or any other Person shall
assert any of the foregoing, or



     (m) Any of the following shall occur: (i) any Person or group of Persons acting in concert as
a partnership or other group, shall, as a result of a tender or exchange offer, open market
purchases, privately negotiated purchases or otherwise, have become, after the date hereof, the
“beneficial owner” (within the meaning of such term under Rule 13d-3 under the Exchange Act) of
securities of Platinum Holdings representing 30% or more of the Total Voting Power of the then
outstanding securities of Platinum Holdings ordinarily (and apart from rights accruing under
special circumstances) having the right to vote in the election of directors; or (ii) the Board of
Directors of Platinum Holdings shall cease to consist of a majority of the individuals who
constituted the Board of Directors as of the date hereof or who shall have become a member thereof
subsequent to the date hereof after having been nominated, or



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otherwise approved in writing, by at
least a majority of individuals who constituted the Board of Directors of Platinum Holdings as of
the date hereof (or their replacements approved as herein required).



     Section 9.2 Remedies; Termination of Commitments, Acceleration, Etc. Upon and at any
time after the occurrence and during the continuance of any Event of Default, the Administrative
Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of
the following actions at the same or different times:



     (a) Declare the Commitments and the Issuing Banks’ obligation to issue Letters of Credit to be
terminated, whereupon the same shall terminate; provided that, upon the occurrence of a
Bankruptcy Event, the Commitments and the Issuing Banks’ obligation to issue Letters of Credit
shall automatically be terminated;



     (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately
due and payable, whereupon the principal amount so declared to be immediately due and payable,
together with all interest accrued thereon and all other amounts payable under this Agreement, the
Notes and the other Credit Documents, shall become immediately due and payable without presentment,
demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all
of which are hereby knowingly and expressly waived by the Borrowers (provided that, upon
the occurrence of a Bankruptcy Event or an Event of Default pursuant to Section 9.1(j), all of the
outstanding principal amount of the Loans and all other amounts described in this subsection (b)
shall automatically become immediately due and payable without presentment, demand, protest, notice
of intent to accelerate or other notice or legal process of any kind, all of which are hereby
knowingly and expressly waived by the Borrowers);



     (c) Direct each Account Party to deposit (and each such Account Party hereby agrees, forthwith
upon receipt of notice of such direction from the Administrative Agent, to deposit) with the
Administrative Agent from time to time such additional amount of cash as is equal to 100% of the
aggregate Stated Amount of all of such Account Party’s Letters of Credit then outstanding (whether
or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time
to draw thereunder) less the aggregate portion of such Account Party’s Borrowing Base consisting of
cash and Cash Equivalents at such time, such amount to be held by the Administrative Agent in such
Account Party’s Cash Collateral Account as security for the Letter of Credit Exposure as described
in Section 3.8;



     (d) Enforce any or all of the Liens and security interests created pursuant to the Security
Documents and/or exercise any of the rights and remedies provided therein;



     (e) Terminate any Letter of Credit or give a notice of nonrenewal in respect thereof if
permitted in accordance with its terms; and



     (f) Exercise all rights and remedies available to it under this Agreement, the other Credit
Documents and applicable law.



     Section 9.3 Remedies; Set Off. In addition to all other rights and remedies available
under the Credit Documents or applicable law or otherwise, upon and at any time after the



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occurrence and during the continuance of any Event of Default, each Lender, the Fronting Bank and
each of their respective Affiliates may, and each is hereby authorized at any such time and from
time to time, to the fullest extent permitted by applicable law, without presentment, demand,
protest or other notice of any kind, all of which are hereby knowingly and expressly waived by the
Credit Parties, to set off and to apply any and all deposits (general or special, time or demand,
provisional or final) and any other property at any time held (including at any branches or
agencies, wherever located), and any other indebtedness at any time owing, by such Lender, the
Fronting Bank or any such Affiliate to or for the credit or the account of any Credit Party against
any or all of the Obligations of such Credit Party now or hereafter existing under this Agreement
or any other Credit Documents to such Lender or the Fronting Bank, whether or not such Obligations
may be contingent or unmatured. Each Lender and the Fronting Bank agrees promptly to notify the
applicable Credit Party and the Administrative Agent after any such set-off and application;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.



ARTICLE
III

THE ADMINISTRATIVE AGENT




     Section 10.1 Appointment and Authority. Each of the Lenders (for purposes of this
Article, references to the Lenders shall also mean the Fronting Bank) hereby irrevocably appoints
Wachovia to act on its behalf as the Administrative Agent hereunder and under the other Credit
Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this
Article are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party
shall have any right as a third party beneficiary of any of such provisions.



     Section 10.2 Rights as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or
in any other advisory capacity for and generally engage in any kind of business with any Credit
Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.



     Section 10.3 Exculpatory Provisions. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Credit Documents.
Without limiting the generality of the foregoing, the Administrative Agent:



     (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default or Event of Default has occurred and is continuing;



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     (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit
Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Credit Documents), provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Credit Document or applicable law;
and



     (c) shall not, except as expressly set forth herein and in the other Credit Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to any Credit Party or any Affiliate thereof that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity.


The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Section 9.2 and Section 11.5) or (ii) in the
absence of its own gross negligence or willful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Default or Event of Default unless and until notice describing
such Default or Event of Default is given to the Administrative Agent by Platinum Holdings or a
Lender.



The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this Agreement or any
other Credit Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Credit Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.




     Section 10.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic
message, internet or intranet website posting or other distribution) believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, or the issuance of a
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the
Fronting Bank, the Administrative Agent may presume that such condition is satisfactory to such
Lender or the Fronting Bank unless the Administrative Agent shall have received notice to the
contrary from such Lender or the Fronting Bank prior to the making of such Loan or the issuance of
such Letter of Credit. The Administrative Agent may consult with



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legal counsel (who may be counsel
for the Credit Parties), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts.



     Section 10.5 Delegation of Duties. The Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Credit Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent
and any such sub-agent may perform any and all of its duties and exercise its rights and powers by
or through their respective Related Parties. The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative Agent.



     Section 10.6 Resignation of Administrative Agent. The Administrative Agent may at any
time give notice of its resignation to the Lenders and Platinum Holdings. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in consultation with Platinum
Holdings, to appoint a successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the Administrative Agent shall notify Platinum Holdings and
the Lenders that no qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Credit
Documents (except that in the case of any collateral security held by the Administrative Agent on
behalf of the Lenders under any of the Credit Documents, the retiring Administrative Agent shall
continue to hold such collateral security until such time as a successor Administrative Agent is
appointed) and (2) all payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender directly, until such
time as the Required Lenders appoint a successor Administrative Agent as provided for above in this
Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Credit Documents (if
not already discharged therefrom as provided above in this Section). The fees payable by Platinum
Holdings to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between Platinum Holdings and such successor. After the retiring
Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions
of this Article and Section 11.1 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.



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     Section 10.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender
acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Credit Document or any
related agreement or any document furnished hereunder or thereunder.



     Section 10.8 No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Bookrunners, Arrangers, or other agents listed on the cover page hereof shall have any
powers, duties or responsibilities under this Agreement or any of the other Credit Documents,
except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.



     Section 10.9 Collateral and Guaranty Matters.



     (a) The Administrative Agent is hereby authorized on behalf of the Lenders, without the
necessity of any notice to or further consent from the Lenders, from time to time (but without any
obligation) to take any action with respect to the Collateral and the Security Documents that may
be deemed by the Administrative Agent in its discretion to be necessary or advisable to perfect and
maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents.



     (b) The Lenders hereby authorize the Administrative Agent, at its option and in its
discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral
(A) upon termination of the Commitments, termination, expiration or cash collateralization of all
outstanding Letters of Credit and payment in full of all of the Obligations then due and payable,
(B) constituting property sold or to be sold or disposed of as part of or in connection with any
disposition expressly permitted hereunder or under any other Credit Document or to which the
Required Lenders have consented in writing or (C) otherwise pursuant to and in accordance with the
provisions of any applicable Credit Document. Upon request by the Administrative Agent at any
time, the Lenders will confirm in writing the Administrative Agent’s authority to release its
interest in particular types or items of property pursuant to this Section 10.9(b).



     Section 10.10 Fronting Bank. The provisions of this Article X (other than Section
10.2) shall apply to the Fronting Bank mutatis mutandis to the same extent as such
provisions apply to the Administrative Agent.



ARTICLE
XI

MISCELLANEOUS




     Section 11.1 Expenses; Indemnity; Damage Waiver.



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     (a) Platinum Holdings shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Credit Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent or the Fronting Bank in connection with the Issuance of any Letter of Credit
or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by
the Administrative Agent, any Lender or the Issuing Bank (including the reasonable fees, charges
and disbursements of any counsel for the Administrative Agent, any Lender or the Fronting Bank), in
connection with the enforcement or protection of its rights (A) in connection with this Agreement
and the other Credit Documents, including its rights under this Section, or (B) in connection with
the Loans made or Letters of Credit Issued hereunder, including all such reasonable out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.



     (b) Platinum Holdings shall indemnify the Administrative Agent (and any sub-agent thereof),
the Fronting Bank, each Lender, and each Related Party of any of the foregoing persons (each such
person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses (including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee)(collectively, “Losses”),
incurred by any Indemnitee or asserted against any Indemnitee arising out of, in connection with,
or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any
agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of
their respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the Administrative Agent or the Fronting Bank, as the
case may be, to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or
alleged presence or release of Hazardous Substances on or from any property owned or operated by
any Credit Party, or any Environmental Claim related in any way to any Credit Party to the extent
such Losses arise out of or result from a Credit Extension by an Indemnitee under this Agreement,
or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y)
result from a claim brought by any Credit Party against an Indemnitee for breach in bad faith of
such Indemnitee’s obligations hereunder or under any other Credit Document, if such Credit Party
has obtained a final and nonappealable judgment in its favor on such claim as determined by a court
of competent jurisdiction.



     (c) To the extent that Platinum Holdings for any reason fails to indefeasibly pay any amount
required under Section 11.1(a) or 

Section 11.1(b) to be paid by it to the Administrative Agent (or
any sub-agent thereof), the Fronting Bank or any Related Party of any of the



93









 







foregoing, each Lender
severally agrees to pay to the Administrative Agent (or any such sub-agent), the Fronting Bank or
such Related Party, as the case may be, such Lender’s proportion (based on the percentages as used
in determining the Required Lenders as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent (or any such sub-agent) or the Fronting Bank in its
capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or the Fronting Bank in connection with such capacity.
The obligations of the Lenders under this Section 11.1(c) are subject to the provisions of Section
2.3(d).



     (d) To the fullest extent permitted by applicable law, each Credit Party shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Credit Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter
of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages
arising from the use by unintended recipients of any information or other materials distributed by
it through SyndTrak or other information transmission systems in connection with this Agreement or
the other Credit Documents or the transactions contemplated hereby or thereby.



     (e) All amounts due under this Section shall be payable by the applicable Credit Party upon
demand therefor.



     Section 11.2 Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of
Process.



     (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL (EXCEPT AS MAY BE EXPRESSLY OTHERWISE
PROVIDED IN ANY CREDIT DOCUMENT) BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES); PROVIDED THAT EACH
LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES
DESIGNATED IN SUCH LETTER OF CREDIT OR APPLICATION THEREFOR OR, IF NO SUCH LAWS OR RULES ARE
DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES OF THE INTERNATIONAL CHAMBER OF COMMERCE, AS IN EFFECT FROM TIME TO TIME
(THE “ISP”), AND, AS TO MATTERS NOT GOVERNED BY THE ISP, THE LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL
OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).



     (b) EACH CREDIT PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY




94










 





AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY
OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE
FRONTING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT AGAINST ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE PROPERTIES IN THE
COURTS OF ANY JURISDICTION.




     (c) EACH CREDIT PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN
ANY COURT REFERRED TO IN Section 11.2(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN Section 11.4. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



     Section 11.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER CREDIT



95









 







DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.



     Section 11.4 Notices; Effectiveness; Electronic Communication.



     (a) Except in the cases of notices and other communications expressly permitted to be given by
telephone (and except as provided in Section 11.4(b)), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopier as follows:




     (i) if to any Credit Party, the Administrative Agent, or the Fronting Bank, to it at
the address (or telecopier number) specified for such person on Schedule 1.1(a); and




     (ii) if to any Lender, to it at its address (or telecopier number) set forth in its
Administrative Questionnaire.



     Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next business day
for the recipient). Notices delivered through electronic communications to the extent provided in
Section 11.4(b) shall be effective as provided in Section 11.4(b).



     (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communication (including e-mail and internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender pursuant to Article II if such Lender has notified the
Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or each Credit Party may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communication pursuant to
procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i)
notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement),
provided that if such notice or other communication is not sent during the normal business
hours of the recipient, such notice or communication shall be deemed to have been sent at the
opening of business on the next business day for the recipient, and (ii) notices or other
communications posted to an internet or intranet website shall be deemed received upon the deemed
receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address
therefor.



     (c) Any party hereto may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto (except that each Lender need not
give notice of any such change to the other Lenders in their capacities as such).



     Section 11.5 Amendments, Waivers, etc. No amendment, modification, waiver or discharge
or termination of, or consent to any
departure by any Credit Party from, any provision



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of this Agreement or any other Credit Document
shall be effective unless in a writing signed by the Required Lenders (or by the Administrative
Agent at the direction or with the consent of the Required Lenders), and then the same shall be
effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, modification, waiver, discharge,
termination or consent shall:



     (a) increase the Commitment of any Lender without the written consent of such Lender;



     (b) reduce the principal amount of any Loan or the amount of any Reimbursement Obligation of
any Account Party in respect of any L/C Disbursement or reduce the rate of interest thereon, or
reduce any fees or other amounts payable hereunder, without the written consent of each Lender
directly affected thereby;



     (c) postpone the scheduled date of payment of the principal amount of any Loan or for
reimbursement of any L/C Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment or any Letter of Credit (other than an extension thereof pursuant to
an “evergreen provision”), without the written consent of each Lender directly affected thereby;



     (d) change or waive any provision of Section 2.14, any other provision of this Agreement or
any other Credit Document requiring pro rata treatment of any Lenders, or this Section 11.5 without
the consent of each Lender;



     (e) release any of the Guarantors from any of their guarantee obligations under Article XII
without the written consent of each Lender;



     (f) change the percentage in the definition of the term “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder, without the written
consent of each Lender; and provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent hereunder without the prior
written consent of the Administrative Agent;



     (g) release all or substantially all of the Collateral (except as expressly provided in the
Credit Documents) from the Liens under all of the Security Documents without the consent of each
Tranche 2 Lender;



     (h) modify the definitions in Section 1.1 of “Required Tranche 1 Lenders” or amend, modify or
waive any condition precedent to any Borrowing of Loans set forth in Section 4.2 (including in
connection with any waiver of an existing Default or Event of Default) without the consent of the
Required Tranche 1 Lenders;



     (i) modify the definitions in Section 1.1 of “Borrowing Base”, “Eligible Collateral”,
“Eligible Percentage”, “Required Tranche 2 Lenders” or Schedule 1.1(b) without the consent of the
Required Tranche 2 Lenders;



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     (j) change, waive, discharge or terminate any Security Document unless each such change,
waiver, discharge or termination is in writing signed by each applicable Account Party and the
Required Tranche 2 Lenders; and



     (k) unless agreed to by the Fronting Bank or the Administrative Agent in addition to the
Lenders required as provided hereinabove to take such action, affect the respective rights or
obligations of the Fronting Bank or the Administrative Agent, as applicable, hereunder or under any
of the other Credit Documents.



     Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of
such Lender may not be increased or extended without the consent of such Lender.



     Section 11.6 Successors and Assigns.



     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that no Credit
Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in
accordance with the provisions of Section 11.6(b), (ii) by way of participation in accordance with
the provisions of Section 11.6(d) or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of Section 11.6(f) (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants to the extent provided in Section 11.6(d) and, to the
extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.



     (b) Any Lender may, and, if demanded by Platinum Holdings pursuant to Section 2.18, shall at
any time assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitments and Credit Extensions
(including for purposes of this Section 11.6(b), participations in Participated Letters of Credit)
at the time owing to it); provided that:




     (i) except in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Credit Extensions at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a
Lender, the aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the applicable Commitment is not then in effect, the
principal outstanding balance of the Credit Extensions of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not
be less than $5,000,000, unless each of the Administrative Agent and, so long as



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no Default
or Event of Default has occurred and is continuing, Platinum Holdings otherwise consents
(each such consent not to be unreasonably withheld or delayed);




     (ii) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with respect to the
Credit Extensions and/or its Tranche 1 Commitment and Tranche 2 Commitment so assigned;




     (iii) any such assignment must be approved by the Administrative Agent and the Fronting
Bank and (so long as no Default or Event of Default has occurred and is continuing) Platinum
Holdings, each such consent not to be unreasonably withheld or delayed, unless the Person
that is the proposed assignee is itself a Lender (whether or not the proposed assignee would
otherwise qualify as an Eligible Assignee); and




     (iv) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500
for each assignment and the Eligible Assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section
11.6(c), from and after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Section 2.15(a), Section 2.15(b), Section 2.16, Section 2.17 and
Section 11.1 (and subject to the obligations thereof) with respect to facts and circumstances
occurring prior to the effective date of such assignment; PROVIDED, HOWEVER, THAT
NO LENDER MAY ASSIGN ANY OBLIGATION UNDER A SYNDICATED LETTER OF CREDIT UNLESS AN AMENDMENT,
MODIFICATION OR SUPPLEMENT TO SUCH SYNDICATED LETTER OF CREDIT APPROVED BY THE BENEFICIARY AND THE
ADMINISTRATIVE AGENT IS CONCURRENTLY DELIVERED TO THE ADMINISTRATIVE AGENT REMOVING OR ADJUSTING,
AS THE CASE MAY BE, THE ASSIGNING LENDER’S RATABLE SHARE AND SYNDICATED REIMBURSEMENT OBLIGATION
AND REPLACING OR ADJUSTING THE SAME WITH A RATABLE SHARE AND SYNDICATED REIMBURSEMENT OBLIGATION OF
THE ELIGIBLE ASSIGNEE. If requested by or on behalf of the Eligible Assignee, each Borrower, at
its own expense, will execute and deliver to the Administrative Agent a new Note or Notes to the
order of the Eligible Assignee (and, if the assigning Lender has retained any portion of its rights
and obligations hereunder, to the order of the assigning Lender), as necessary to reflect, after
giving effect to the assignment, the Commitments and/or outstanding Loans, as the case may be,
of the Eligible Assignee and (to the extent of any retained interests) the assigning Lender. Any
Lender who has requested a Note will return cancelled Notes to the applicable Borrower. At the
time of each assignment pursuant to this Section 11.6 to a Lender not already a Lender hereunder,
such Lender shall provide to the applicable Borrowers and the Administrative Agent




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such documentation required pursuant to Section 2.16(e) hereof. Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this Section 11.6(b) shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with Section 11.6(d).




     (c) The Administrative Agent, acting solely for this purpose as an agent of the Credit
Parties, shall maintain at its address for notices referred to in Schedule 1.1(a) a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by each of the Credit Parties and the
Fronting Bank, at any reasonable time and from time to time upon reasonable prior notice.



     (d) Any Lender may at any time, without the consent of, or notice to, Platinum Holdings or the
Administrative Agent, sell participations to any Person (other than a natural person or a Credit
Party or any Affiliates or Subsidiaries of a Credit Party) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a
portion of its Commitments and/or the Credit Extensions (including such Lender’s participations in
Participated Letters of Credit) owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (iii) the Credit Parties, the
Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in Section 11.6(a), Section 11.6(b), or Section 11.6(c),
that affects such Participant. Subject to Section 11.6(e), the Credit Parties agree that each
Participant shall be entitled to the benefits of Section 2.15(a), Section 2.15(b), Section 2.16,
and Section 2.17 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 11.6(b).



     (e) A Participant shall not be entitled to receive any greater payment under Section 2.15(a),
Section 2.15(b) or Section 2.16 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the participation to such
Participant is made with Platinum Holdings’s prior written consent. A Participant shall not be
entitled to the benefits of Section 2.16 unless Platinum Holdings is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of
the Credit Parties, to comply with Section 2.16(e) as though it were a Lender, and Section
2.16(e) shall be read accordingly.



     (f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement (including under its Notes, if any) to secure obligations



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of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



     (g) The words “execution,” “signed,” “signature,” and words of like import in any Assignment
and Assumption shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act or any state laws based on the Uniform Electronic
Transactions Act.



     (h) Any Lender or Participant may, in connection with any assignment, participation, pledge or
proposed assignment, participation or pledge pursuant to this Section 11.6, disclose to the
Eligible Assignee, Participant or pledgee or proposed Eligible Assignee, Participant or pledgee any
information relating to Platinum Holdings and its Subsidiaries furnished to it by or on behalf of
any other party hereto, provided that such Eligible Assignee, Participant or pledgee or
proposed Eligible Assignee, Participant or pledgee agrees in writing to keep such information
confidential to the same extent required of the Lenders under Section 11.11.



     (i) Notwithstanding anything to the contrary contained herein, if Wachovia assigns all of its
Commitments and Credit Extensions in accordance with this Section 11.6, Wachovia may, and shall
upon written notice received from Platinum Holdings, resign as Fronting Bank upon written notice to
Platinum Holdings and the Lenders or the receipt of such written notice from Platinum Holdings.
Upon any such written request or notice of resignation, Platinum Holdings shall have the right to
appoint from among the Lenders a successor Fronting Bank; provided that no failure by
Platinum Holdings to make such appointment shall affect the resignation of Wachovia as Fronting
Bank. Wachovia shall retain all of the rights and obligations of the Fronting Bank hereunder with
respect to all Letters of Credit issued by it and outstanding as of the effective date of its
resignation and all obligations of the Account Parties and the Lenders with respect thereto
(including the right to require the Lenders to fund participation interests pursuant to Article
III).



     Section 11.7 No Waiver. The rights and remedies of the Administrative Agent and the
Lenders expressly set forth in this Agreement and the other Credit Documents are cumulative and in
addition to, and not exclusive of, all other rights and remedies available at law, in equity or
otherwise. No failure or delay on the part of the Administrative Agent or any Lender in exercising
any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or privilege preclude other or further exercise thereof or the
exercise of any other
right, power or privilege or be construed to be a waiver of any Default or Event of Default.
No course of dealing between any Credit Party, the Administrative Agent or the Lenders or their
agents or employees shall be effective to amend, modify or discharge any provision of this
Agreement or any other Credit Document or to constitute a waiver of any Default or Event of
Default. No notice to or demand upon any Credit Party in any case shall entitle any Credit Party
to any other or further notice or demand in similar or other circumstances or constitute a waiver
of the right of the Administrative Agent or any Lender to exercise any



101









 







right or remedy or take any
other or further action in any circumstances without notice or demand.



     Section 11.8 Survival. All representations, warranties and agreements made by or on
behalf of any Credit Party in this Agreement and in the other Credit Documents shall survive the
execution and delivery hereof or thereof, the making and repayment of the Loans and the Issuance
and repayment of the Letters of Credit. In addition, notwithstanding anything herein to the
contrary, the provisions of this Agreement and the other Credit Documents relating to
indemnification or payment of costs and expenses, including, without limitation, the provisions of
Section 2.15(a), Section 2.15(b), Section 2.16, Section 2.17, and Section 11.1, shall survive the
payment in full of all Credit Extensions, the termination of the Commitments and all Letters of
Credit, and any termination of this Agreement or any of the other Credit Documents.



     Section 11.9 Severability. To the extent any provision of this Agreement is
prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be
ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction,
without prohibiting or invalidating such provision in any other jurisdiction or the remaining
provisions of this Agreement in any jurisdiction.



     Section 11.10 Construction. The headings of the various articles, sections and
subsections of this Agreement and the table of contents have been inserted for convenience only and
shall not in any way affect the meaning or construction of any of the provisions hereof. Except as
otherwise expressly provided herein and in the other Credit Documents, in the event of any
inconsistency or conflict between any provision of this Agreement and any provision of any of the
other Credit Documents, the provision of this Agreement shall control.



     Section 11.11 Confidentiality. Each of the Administrative Agent, the Lenders and the
Fronting Bank agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
partners, directors, officers, employees, agents, advisors and other representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent
required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to
any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any
other Credit Document or any action or proceeding relating to this Agreement or any other Credit
Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap
or derivative transaction relating to any Credit Party and its obligations (g) with the consent of
Platinum Holdings or (h) to the extent such Information (x) becomes publicly available other than
as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any
Lender, the Fronting Bank or any of their respective Affiliates on a nonconfidential basis from a
source other than Platinum Holdings or any of its Subsidiaries or Affiliates or any other party
hereto.



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For purposes of this Section, “Information” means all information received from the Credit
Parties relating to any Credit Party or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Lender or the Fronting Bank on a
nonconfidential basis prior to disclosure by any Credit Party, provided that, in the case
of information received from any Credit Party after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information.




     Section 11.12 Judgment Currency. If, for the purposes of obtaining judgment in any
court or in respect of any tender made by any Credit Party, it is necessary to convert a sum due
hereunder or under any other Credit Document in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given or such tender is made. The obligation of any
Credit Party in respect of any such sum due from it to the Administrative Agent or any Lender
hereunder or under the other Credit Documents shall, notwithstanding any tender or judgment in a
currency (the “Judgment Currency”) other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the Administrative
Agent or such Lender of any sum received or adjudged to be so due in the Judgment Currency, the
Administrative Agent or such Lender may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent or such Lender in the
Agreement Currency, the applicable Credit Party agrees, as a separate obligation and
notwithstanding any such judgment or tender, to indemnify the Administrative Agent or such Lender
or the Person to whom such obligation was owing against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent or such
Lender in such currency, the Administrative Agent or such Lender agrees to return the amount of any
excess to the applicable Credit Party (or to any other Person who may be entitled thereto
under applicable law).



     Section 11.13 Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and the other Credit Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof (except for the Fee Letter).
Except as provided in Section 4.1, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of the other parties
hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this Agreement.



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     Section 11.14 Disclosure of Information. Platinum Holdings agrees and consents to the
Administrative Agent’s and the Arranger’s disclosure of information relating to this transaction to
Gold Sheets and other similar bank trade publications. Such information will consist of
deal terms and other information customarily found in such publications.



     Section 11.15 USA PATRIOT Act Notice. Each Lender that is subject to the PATRIOT Act and
the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Credit
Parties that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and
record information that identifies each Credit Party, which information includes the names and
addresses of the Credit Parties and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Credit Parties in accordance with the PATRIOT
Act.



ARTICLE XII




THE GUARANTY




     Section 12.1 The Guaranty.



     (a) In order to induce the Lenders to enter into this Agreement and to extend credit hereunder
and in recognition of the direct benefits to be received by the Guarantors from the proceeds of the
Loans and the issuance of the Letters of Credit, the Guarantors hereby unconditionally, absolutely
and irrevocably guarantee, as primary obligors and not merely as surety, the full and punctual
payment (whether at stated maturity, upon acceleration or otherwise) of all Obligations of each of
the other Credit Parties under the Credit Documents including, without limitation, the principal of
and interest on the Loans and Reimbursement Obligations owing by such other Credit Parties pursuant
to this Agreement. This Guaranty is a guaranty of payment and not of collection. Upon failure by
any Credit Party to pay punctually
any such amount, the Guarantors agree to pay forthwith on demand the amount not so paid at the
place and in the manner specified in this Agreement.



     Section 12.2 Guaranty Unconditional. The obligations of the Guarantors under this
Article XII shall be unconditional, absolute and irrevocable and, without limiting the generality
of the foregoing, shall not be released, discharged or otherwise affected by:




     (i) any extension, renewal, settlement, compromise, waiver or release (including with
respect to any Collateral) in respect of any obligation of any other obligor under any of
the Credit Documents, by operation of law or otherwise;




     (ii) any modification or amendment of or supplement to any of the Credit Documents;




     (iii) any release, non-perfection or invalidity of any direct or indirect security for
any obligation of any other obligor under any of the Credit Documents;




     (iv) any change in the corporate existence, structure or ownership of any obligor, or
any insolvency, bankruptcy, reorganization or other similar proceeding



104









 






affecting any other obligor or its assets or any resulting release or discharge
of any other obligor contained in any of the Credit Documents;




     (v) the existence of any claim, set-off or other rights which any obligor may have at
any time against any other obligor, the Administrative Agent, the Fronting Bank, any Lender
or any other corporation or person, whether in connection with any of the Credit Documents
or any unrelated transactions, provided that nothing herein shall prevent the
assertion of any such claim by separate suit or compulsory counterclaim;




     (vi) any invalidity or unenforceability relating to or against any other obligor for
any reason of any of the Credit Documents, or any provision of applicable law or regulation
purporting to prohibit the payment by any other obligor of principal, interest or any other
amount payable under any of the Credit Documents;




     (vii) any law, regulation or order of any jurisdiction, or any other event, affecting
any term of any obligation of the Lenders’ rights with respect thereto; or




     (viii) any other act or omission to act or delay of any kind by any obligor, the
Administrative Agent, the Fronting Bank, any Lender or any other corporation or person or
any other circumstance whatsoever (other than the defense of payment) which might, but for
the provisions of this paragraph, constitute a legal or equitable discharge of or defense to
the Guarantors’ obligations under this Article XII.



     Section 12.3 Discharge Only upon Payment in Full; Reinstatement in Certain
Circumstances. The Guarantors’ obligations under this Article XII shall remain in full force and effect
until the commitments of the Lenders hereunder shall have terminated, no Letters of Credit shall be
outstanding and all Obligations payable by the other Credit Parties under the Credit Documents
shall have been paid in full. If at any time any payment of the principal of or interest on any
Loan or any Reimbursement Obligation or any Obligation payable by a Credit Party under the Credit
Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of such Credit Party or otherwise, the Guarantors’ obligations under this Article
XII with respect to such payment shall be reinstated as though such payment had been due but not
made at such time.



     Section 12.4 Waiver by the Guarantors. The Guarantors irrevocably waive acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any corporation or person against any other
obligor or any other corporation or person. The Guarantors warrant and agree that each waiver set
forth in this Section 12.4 is made with full knowledge of its significance and consequences, and
such waivers shall be effective to the maximum extent permitted by law.



     Section 12.5 Subrogation. The Guarantors hereby unconditionally and irrevocably agree
not to exercise any rights that they may now have or hereafter acquire against any other Credit
Party, or any other insider guarantor that arise from the existence, payment, performance or
enforcement of such Guarantor’s obligations under or in respect of this Guaranty or any other
Credit Document, including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in any claim or remedy



105









 







of
any Lender against any other Credit Party or any other insider guarantor or any Collateral, whether
or not such claim, remedy or right arises in equity or under contract, statute or common law,
including, without limitation, the right to take or receive from any other Credit Party or any
other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any
other manner, payment or security on account of such claim, remedy or right, unless and until all
Obligations payable under this Agreement shall have been paid in full in cash, no Letters of Credit
shall be outstanding and the commitments of the Lenders hereunder shall have expired or been
terminated. If any amount shall be paid to the Guarantors in violation of the immediately
preceding sentence at any time prior to the latest of (a) the payment in full in cash of all
amounts payable under this Guaranty, and (b) the Final Expiry Date, such amount shall be received
and held in trust for the benefit of the Lenders, shall be segregated from other property and funds
of the Guarantors and shall forthwith be paid or delivered to the Administrative Agent in the same
form as so received (with any necessary endorsement or assignment) to be credited and applied to
all amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms
of the Credit Documents, or to be held as collateral for any amounts payable under this Guaranty
thereafter arising. If (i) the Guarantors shall make payment to any Lender of all or any amounts
payable under this Guaranty, (ii) all amounts payable under this Guaranty shall have been paid in
full in cash, and (iii) the Final Expiry Date shall have occurred, the Lenders will, at the
Guarantors’ request and expense, execute and deliver to the Guarantors appropriate documents,
without recourse and without representation or warranty, necessary to evidence the transfer by
subrogation to the Guarantors of an interest in the obligations resulting from such payment
made by the Guarantors pursuant to this Guaranty.



     Section 12.6 Stay of Acceleration. If acceleration of the time for payment of any
amount payable by any Credit Party under any of the Credit Documents is stayed upon the insolvency,
bankruptcy or reorganization of such Credit Party, all such amounts otherwise subject to
acceleration under the terms of this Agreement shall nonetheless be payable by the Guarantors under
this Article XII forthwith on demand by the Administrative Agent made at the request of the
Required Lenders.



     Section 12.7 Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty
and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash
of all Obligations payable under this Agreement and (ii) the Final Expiry Date, (b) be binding upon
the Guarantors, their successors and assigns and (c) inure to the benefit of and be enforceable by
the Lenders and their successors, transferees and assigns. Without limiting the generality of
clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all
or any portion of its rights and obligations under this Agreement to any other Person, and such
other Person shall thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise, in each case as and to the extent provided in Section 11.6(b).



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106









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the date first above written.



	 	 	 	 	 	 	 
	 	 	PLATINUM UNDERWRITERS HOLDINGS, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph F. Fisher	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PLATINUM UNDERWRITERS BERMUDA, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Allen Decleir	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PLATINUM UNDERWRITERS REINSURANCE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ H. Elizabeth Mitchell	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	PLATINUM RE (UK) LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Russell Worsley	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 Finance Director	 	 
	 
	 	 	 	 	 	 
	 	 	PLATINUM UNDERWRITERS FINANCE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph F. Fisher	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 Executive Vice President & Chief Financial Officer	 	 






SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS. LTD.

CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as
	 	 	Administrative Agent, Issuing Bank and as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karen Hanke	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 Director	 	 






SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS. LTD.

CREDIT AGREEMENT






 









 








	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael A. Taylor	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 Managing Director	 	 






SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS. LTD.

CREDIT AGREEMENT





 









 








	 	 	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Daniel Serrao	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS. LTD.

CREDIT AGREEMENT





 









 








	 	 	 	 	 	 	 
	 	 	BAYERISCHE HYPO-UND VEREINSBANK AG, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Debra L. Laskowski	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	HVB Group
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William Orsini	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 






SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS. LTD.

CREDIT AGREEMENT