EXHIBIT 10.2



 






Exhibit 10.2




Platinum Underwriters Holdings, Ltd.

Platinum Underwriters Finance, Inc.



5.25% Senior Guaranteed Notes due November 16, 2007

 






Jurisdiction Agreement




August 8, 2005




Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004



and




Merrill Lynch & Co.

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

4 World Financial Center, 25th Floor

New York, New York 10281-1209



Ladies and Gentlemen:




     Reference is hereby made to that certain Remarketing Agreement, dated as of the date hereof
(the “Remarketing Agreement”), among Platinum Underwriters Holdings, Ltd., a Bermuda company (the
“Company”), Platinum Underwriters Finance, Inc., a Delaware corporation (“Platinum Finance”),
Goldman, Sachs & Co. (as the “Remarketing Agent” and the “Reset Agent”), and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated (as the “Remarketing Agent” and, collectively
with Goldman, Sachs & Co., the “Remarketing Agents”) and JPMorgan Chase Bank, N.A. (as successor to
JPMorgan Chase Bank), as purchase contract agent (the “Purchase Contract Agent”), and the Exchange
and Registration Rights Agreement to be dated as of August   , 2005 (the “Notes Registration Rights
Agreement”), among the Company, Platinum Finance and the Remarketing Agents. All capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in the Remarketing
Agreement.



     Each of the Company and Platinum Finance irrevocably (i) agrees that any legal suit, action or
proceeding against the Company or Platinum Finance brought by any Remarketing Agent, any Reset
Agent or Purchase Contract Agent or by any person who controls any of them within the meaning of
either Section 15 of the Act or Section 20 of the Exchange Act (a “Control Person”) arising out of
or based on the Remarketing Agreement, the Notes Registration Rights Agreement or the transactions
contemplated thereby may be instituted in any United States Federal or State court in the Borough
of Manhattan, the City of New York, the State of New York (a “New York Court”), (ii) waives, to the
fullest extent it may effectively do so, any objection which it may now or hereafter have to the
laying



 









 







of venue of any such proceeding, (iii) waives, to the fullest extent it may effectively do so,
any objection based on the absence of a necessary or indispensable party in any such proceeding,
and (iv) submits to the non-exclusive jurisdiction of such courts in any such suit, action or
proceeding. Each of the Company and Platinum Finance irrevocably waives any immunity to
jurisdiction to which it may otherwise be entitled or become entitled (including sovereign
immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal
suit, action or proceeding against it arising out of or based on the Remarketing Agreement, the
Notes Registration Rights Agreement or the transactions contemplated thereby which is instituted in
any New York Court. To the fullest extent permitted by law, each of the Company and Platinum
Finance hereby waives any objection to the enforcement by any competent foreign court of any
judgment validly obtained in any such proceeding. Each of the Company and Platinum Finance
designates and appoints CT Corporation System in New York City as its authorized agent (the
“Authorized Agent”) upon which process may be served in any such action arising out of or based on
the Remarketing Agreement, the Notes Registration Rights Agreement or the transactions contemplated
thereby which may be instituted in any New York Court by any Remarketing Agent, any Reset Agent or
Purchase Contract Agent or by any Control Person, expressly consents to the jurisdiction of any
such court in respect of any such action, and waives any other requirements of or objections to
personal jurisdiction with respect thereto. Such appointment shall be irrevocable on the part of
each of the Company and Platinum Finance. Neither the Company nor Platinum Finance makes any
representation as to the revocability of such appointment by the Authorized Agent. Each of the
Company and Platinum Finance represents and warrants that its Authorized Agent has agreed to act as
such agent for service of process and each of the Company and Platinum Finance agrees to take any
and all action, including the filing of any and all documents and instruments, that may be
necessary to continue such appointment in full force and effect as aforesaid. Service of process
upon the Authorized Agent and written notice of such service of process to the Company or Platinum
Finance, as the case may be, shall be deemed, in every respect, effective service of process upon
the Company or Platinum Finance, as applicable.



     This Agreement shall be binding upon, and inure solely to the benefit of, each of the
Remarketing Agents, Reset Agent and Purchase Contract Agent, the Company and Platinum Finance, and
no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser
of any of the Notes in the Remarketing shall be deemed a successor or assign of the Remarketing
Agents, Reset Agent or Purchase Contract Agent by reason merely of such purchase.



     This Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the conflicts of laws rules of such state.



     The provisions of this Agreement shall survive any termination of the Remarketing Agreement or
the Notes Registration Rights Agreement, in whole or in part.



     This Agreement may be executed by any one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.



[SIGNATURE PAGE FOLLOWS]




2









 





     If the foregoing is in accordance with your understanding, please sign and return to us eight
counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof
shall constitute a binding agreement among the Remarketing Agents, Reset Agent, Purchase Contract
Agent, the Company and Platinum Finance.



	 	 	 	 	 
	 	Very truly yours,



Platinum Underwriters Holdings, Ltd.

 	 
	 	By:  	/s/ Michael E. Lombardozzi
 	 
	 	 	Name:  	Michael E. Lombardozzi 	 
	 	 	Title:  	Executive Vice President, General
Counsel and Secretary 	 
	 
	 	Platinum Underwriters Finance, Inc.

 	 
	 	By:  	/s/  Joseph F. Fisher
 	 
	 	 	Name:  	Joseph F. Fisher 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 



	 	 	 	 	 	 	 
	Accepted as of the date hereof:	 	 
	 
	 	 	 	 	 	 
	Goldman, Sachs & Co.,	 	 
	as Remarketing Agent and Reset Agent	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/
	 	Goldman, Sachs & Co.	 	 
	 

	 	 	 	(Goldman, Sachs & Co.)	 	 
	 
	 	 	 	 	 	 
	Merrill Lynch & Co.	 	 
	Merrill Lynch, Pierce, Fenner & Smith	 	 
	 

	 	 	 	Incorporated,	 	 
	as Remarketing Agent	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/
	 	Paul Brown	 	 
	 

	 	Name:
	 	Paul Brown	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.,	 	 
	as Purchase Contract Agent	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/
	 	Albert P. Mari, Jr.	 	 
	 

	 	Name:
	 	Albert P. Mari, Jr.	 	 
	 

	 	Title:
	 	Vice President	 	 






[Jurisdiction Agreement]