exv10w1






EXHIBIT 10.1



Execution Version




Syndicated CUSIP: 72765VAA3




 

 








SECOND AMENDED AND RESTATED CREDIT AGREEMENT




among



PLATINUM UNDERWRITERS HOLDINGS, LTD.,



The SUBSIDIARY CREDIT PARTIES Party Hereto,



The LENDERS Party Hereto,



ING BANK N.V., LONDON BRANCH,



as Documentation Agent,



U.S. BANK NATIONAL ASSOCIATION,



as Syndication Agent,



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,



as Administrative Agent



$300,000,000 Senior Credit Facilities




WELLS FARGO SECURITIES, LLC and



U.S. BANK NATIONAL ASSOCIATION



Joint Lead Arrangers and Joint Book Runners



Dated as of June 24, 2011




 

 














 









 














TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.1
	 	Defined Terms	 	 	1	 
	Section 1.2
	 	Accounting Terms; GAAP and SAP	 	 	32	 
	Section 1.3
	 	Other Terms; Construction	 	 	32	 
	Section 1.4
	 	Exchange Rates; Currency Equivalents	 	 	32	 
	Section 1.5
	 	Redenomination of Certain Foreign Currencies and Computation of Dollar Amounts	 	 	33	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	AMOUNT AND TERMS OF THE CREDIT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1
	 	Commitments	 	 	33	 
	Section 2.2
	 	Borrowings	 	 	35	 
	Section 2.3
	 	Disbursements; Funding Reliance; Domicile of Loans	 	 	36	 
	Section 2.4
	 	Evidence of Debt; Notes	 	 	37	 
	Section 2.5
	 	Termination and Reduction of Commitments	 	 	38	 
	Section 2.6
	 	Mandatory Payments and Prepayments	 	 	38	 
	Section 2.7
	 	Voluntary Prepayments	 	 	39	 
	Section 2.8
	 	Interest	 	 	40	 
	Section 2.9
	 	Fees	 	 	41	 
	Section 2.10
	 	Conversions and Continuations	 	 	42	 
	Section 2.11
	 	Method of Payments; Computations; Apportionment of Payments	 	 	43	 
	Section 2.12
	 	Recovery of Payments	 	 	46	 
	Section 2.13
	 	Use of Proceeds	 	 	46	 
	Section 2.14
	 	Pro Rata Treatment	 	 	46	 
	Section 2.15
	 	Increased Costs; Change in Circumstances; Illegality	 	 	47	 
	Section 2.16
	 	Taxes	 	 	50	 
	Section 2.17
	 	Compensation	 	 	52	 
	Section 2.18
	 	Replacement of Lenders; Mitigation of Costs	 	 	53	 
	Section 2.19
	 	Increase in Commitments	 	 	54	 
	Section 2.20
	 	Defaulting Lenders	 	 	57	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	LETTERS OF CREDIT	 	 	 	 
	Section 3.1
	 	Syndicated Letters of Credit	 	 	60	 
	Section 3.2
	 	Participated Letters of Credit	 	 	64	 
	Section 3.3
	 	Existing Letters of Credit	 	 	68	 
	Section 3.4
	 	Conditions Precedent to the Issuance of Letters of Credit	 	 	69	 






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TABLE OF CONTENTS

(continued)






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 3.5
	 	Obligations Absolute	 	 	70	 
	Section 3.6
	 	Secured Tranche 1 Letters of Credit	 	 	71	 
	Section 3.7
	 	Interest	 	 	72	 
	Section 3.8
	 	Interest Rate Determination	 	 	72	 
	Section 3.9
	 	Collateralization of Letters of Credit	 	 	72	 
	Section 3.10
	 	Use of Letters of Credit	 	 	74	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	CONDITIONS PRECEDENT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.1
	 	Conditions Precedent to the Restatement Effective Date	 	 	74	 
	Section 4.2
	 	Conditions Precedent to All Credit Extensions	 	 	77	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.1
	 	Organization and Power	 	 	78	 
	Section 5.2
	 	Authorization; Enforceability	 	 	78	 
	Section 5.3
	 	No Violation	 	 	79	 
	Section 5.4
	 	Governmental and Third-Party Authorization; Permits	 	 	79	 
	Section 5.5
	 	Litigation	 	 	80	 
	Section 5.6
	 	Taxes	 	 	80	 
	Section 5.7
	 	Subsidiaries	 	 	80	 
	Section 5.8
	 	Full Disclosure	 	 	81	 
	Section 5.9
	 	Margin Regulations	 	 	81	 
	Section 5.10
	 	No Material Adverse Effect	 	 	81	 
	Section 5.11
	 	Financial Matters	 	 	81	 
	Section 5.12
	 	ERISA	 	 	82	 
	Section 5.13
	 	Environmental Matters	 	 	83	 
	Section 5.14
	 	Compliance With Laws	 	 	83	 
	Section 5.15
	 	Investment Company Act	 	 	83	 
	Section 5.16
	 	Insurance	 	 	84	 
	Section 5.17
	 	OFAC; PATRIOT Act	 	 	84	 
	Section 5.18
	 	Security Documents	 	 	84	 
	Section 5.19
	 	Stamp Taxes	 	 	84	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	AFFIRMATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.1
	 	GAAP Financial Statements	 	 	85	 
	Section 6.2
	 	Statutory Financial Statements	 	 	85	 






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TABLE OF CONTENTS

(continued)






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 6.3
	 	Other Business and Financial Information	 	 	86	 
	Section 6.4
	 	Corporate Existence; Franchises; Maintenance of Properties	 	 	88	 
	Section 6.5
	 	Compliance with Laws	 	 	89	 
	Section 6.6
	 	Payment of Obligations	 	 	89	 
	Section 6.7
	 	Insurance	 	 	89	 
	Section 6.8
	 	Maintenance of Books and Records; Inspection	 	 	89	 
	Section 6.9
	 	Dividends	 	 	89	 
	Section 6.10
	 	OFAC; PATRIOT Act Compliance	 	 	90	 
	Section 6.11
	 	Collateral	 	 	90	 
	Section 6.12
	 	Further Assurances	 	 	90	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	FINANCIAL COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.1
	 	Maximum Consolidated Indebtedness to Total Capitalization	 	 	91	 
	Section 7.2
	 	Minimum Consolidated Tangible Net Worth	 	 	91	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	NEGATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.1
	 	Fundamental Changes	 	 	92	 
	Section 8.2
	 	Indebtedness	 	 	92	 
	Section 8.3
	 	Liens	 	 	93	 
	Section 8.4
	 	Disposition of Assets	 	 	93	 
	Section 8.5
	 	Investments	 	 	94	 
	Section 8.6
	 	Transactions with Affiliates	 	 	95	 
	Section 8.7
	 	Restricted Payments	 	 	95	 
	Section 8.8
	 	Lines of Business	 	 	96	 
	Section 8.9
	 	Fiscal Year	 	 	96	 
	Section 8.10
	 	Ratings	 	 	96	 
	Section 8.11
	 	Accounting Changes	 	 	96	 
	Section 8.12
	 	Limitation on Certain Restrictions	 	 	96	 
	Section 8.13
	 	Private Act	 	 	96	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	EVENTS OF DEFAULT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.1
	 	Events of Default	 	 	96	 
	Section 9.2
	 	Remedies; Termination of Commitments, Acceleration, Etc.	 	 	99	 
	Section 9.3
	 	Remedies; Setoff	 	 	100	 






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TABLE OF CONTENTS

(continued)






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE X	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	THE ADMINISTRATIVE AGENT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.1
	 	Appointment and Authority	 	 	100	 
	Section 10.2
	 	Rights as a Lender	 	 	100	 
	Section 10.3
	 	Exculpatory Provisions	 	 	101	 
	Section 10.4
	 	Reliance by Administrative Agent	 	 	102	 
	Section 10.5
	 	Delegation of Duties	 	 	102	 
	Section 10.6
	 	Resignation of Administrative Agent	 	 	102	 
	Section 10.7
	 	Non-Reliance on Administrative Agent and Other Lenders	 	 	103	 
	Section 10.8
	 	No Other Duties, Etc.	 	 	103	 
	Section 10.9
	 	Collateral and Guaranty Matters	 	 	103	 
	Section 10.10
	 	Fronting Banks	 	 	104	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE XI	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 11.1
	 	Expenses; Indemnity; Damage Waiver	 	 	104	 
	Section 11.2
	 	Governing Law; Submission to Jurisdiction;
Waiver of Venue; Service of Process	 	 	106	 
	Section 11.3
	 	Waiver of Jury Trial	 	 	107	 
	Section 11.4
	 	Notices; Effectiveness; Electronic Communication	 	 	107	 
	Section 11.5
	 	Amendments, Waivers, etc.	 	 	108	 
	Section 11.6
	 	Successors and Assigns	 	 	110	 
	Section 11.7
	 	No Waiver	 	 	114	 
	Section 11.8
	 	Survival	 	 	114	 
	Section 11.9
	 	Severability	 	 	114	 
	Section 11.10
	 	Construction	 	 	115	 
	Section 11.11
	 	Confidentiality	 	 	115	 
	Section 11.12
	 	Judgment Currency	 	 	116	 
	Section 11.13
	 	Counterparts; Integration; Effectiveness	 	 	116	 
	Section 11.14
	 	Disclosure of Information	 	 	116	 
	Section 11.15
	 	USA PATRIOT Act Notice	 	 	116	 
	Section 11.16
	 	Effectiveness of the Amendment and Restatement;
Existing Credit Agreement	 	 	117	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE XII	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	THE GUARANTY 	 	 	 	 
	 
	 	 	 	 	 	 
	Section 12.1
	 	The Guaranty	 	 	117	 
	Section 12.2
	 	Guaranty Unconditional	 	 	117	 






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TABLE OF CONTENTS

(continued)






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 12.3
	 	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	 	 	118	 
	Section 12.4
	 	Waiver by the Guarantors	 	 	118	 
	Section 12.5
	 	Subrogation	 	 	118	 
	Section 12.6
	 	Stay of Acceleration	 	 	119	 
	Section 12.7
	 	Continuing Guaranty; Assignments	 	 	119	 






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 Second Amended and Restated Security Agreement
	Exhibit G-1

	 	Form of Opinion of Dewey & LeBoeuf LLP
	Exhibit G-2

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

	 	Form of Opinion of Funk & Bolton, P.A.
	Exhibit H

	 	Form of Borrowing Base Report
	Exhibit I

	 	Form of Existing Lender Agreements






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 8.2

	 	Indebtedness
	Schedule 8.3

	 	Liens







-v-











 





SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 24, 2011, 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), ING BANK N.V., LONDON BRANCH, as Documentation Agent (in such capacity, the
“Documentation Agent”), U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent (in such
capacity, the “Syndication Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells
Fargo”), as Administrative Agent (as hereinafter defined) for the Lenders.



RECITALS




     Platinum Holdings, the Subsidiary Credit Parties, certain other lenders and Wells Fargo (as
successor by merger to Wachovia Bank, National Association), as administrative agent, are parties
to a certain Amended and Restated Credit Agreement, dated as of September 13, 2006 (as amended by
the First Amendment and Waiver dated as of April 24, 2007 and the Second Amendment dated as of
December 3, 2007, the “Existing Credit Agreement”).



     The parties hereto have agreed to amend and restate the Existing Credit Agreement on the terms
and conditions set forth herein, it being the intention of the Credit Parties (as hereinafter
defined), the Lenders and the Administrative Agent that this Agreement (as hereinafter defined) and
the Credit Documents executed in connection herewith shall not effect the novation of the
obligations of the Credit Parties thereunder but be merely a restatement and, where applicable, an
amendment of and substitution for the terms governing such obligations hereafter.



     The letters of credit outstanding immediately prior to the Restatement Effective Date pursuant
to the Existing Credit Agreement shall be deemed to be issued and outstanding hereunder as Existing
Letters of Credit for all purposes hereof and of the Credit Documents after giving effect to the
Restatement Effective Date.



     The Lenders are willing to make available to the Credit Parties 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 that the Existing Credit Agreement is amended and
restated in its entirety 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.



     “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 and Platinum US, as the context may
require, and “Account Parties” means both 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 Capital Stock of any Person having at least a majority of combined
voting power of the then outstanding Capital Stock 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 Wells Fargo, in its capacity as Administrative Agent
appointed under Section 10.1, and its successors and permitted assigns in such capacity.



2









 





     “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, any Fronting Bank nor any Lender shall be deemed an “Affiliate” of any Credit Party.



     “Aggregate Credit Exposure” means, at any time, the sum of (i) the aggregate
Tranche 1 Credit Exposure at such time plus (ii) the aggregate Tranche 2 Letter of Credit
Exposure at such time.



     “Agreement” means this Second Amended and Restated Credit Agreement.



     “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.



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



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



3









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Applicable Margin	 	Applicable
	 	 	Standard &	 	Tranche 1	 	for LIBOR Loans;	 	Margin
	 	 	Poor’s /	 	Commitment	 	Tranche 1 Letter of	 	for Base
	Level	 	Moody’s Rating	 	Fee	 	Credit Fee	 	Rate Loans
	I
	 	A/A2 or above	 	 	0.175	%	 	 	1.125	%	 	 	0.125	%
	II
	 	A-/A3	 	 	0.200	%	 	 	1.375	%	 	 	0.375	%
	III
	 	BBB+/Baa1	 	 	0.225	%	 	 	1.625	%	 	 	0.625	%
	IV
	 	BBB/Baa2	 	 	0.275	%	 	 	1.875	%	 	 	0.875	%
	V
	 	BBB-/Baa3 or below	 	 	0.350	%	 	 	2.125	%	 	 	1.125	%






     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 neither Moody’s nor Standard & Poor’s has made
available a Debt Rating, 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 V 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.



     “Arrangers” means Wells Fargo Securities, LLC, and U.S. Bank National Association.



     “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 Restatement 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.



4









 





     “Bankruptcy Code” means 11 U.S.C. §§101 et seq. and any successor statute, and all
regulations from time to time promulgated thereunder.



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



     “Base Rate” means, at any time, the highest of (i) the per annum interest rate
publicly announced from time to time by Wells Fargo in Charlotte, North Carolina, to be its prime
commercial lending 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, (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, and (iii) the LIBOR
Rate for an Interest Period of one month plus 1.0%, as adjusted to conform to changes as of the
opening of business on the date of any such change of such LIBOR 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, and
Platinum US, 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 sum of (i) the Fair Market Value
(or, as to cash, 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) and (ii) any cash collateral posted by such Account Party that secures, to the
reasonable satisfaction of any Fronting Bank and the Administrative Agent, the obligations of such
Fronting Bank in respect of its undertakings to front for a Non-NAIC Lender pursuant to Section
3.1(i), 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 Business Days 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);
provided further that (i) no Eligible Collateral (including 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, (ii) no Eligible Collateral which is subject to a securities lending arrangement shall
be included in a Borrowing Base and (iii) no Eligible Collateral (other than cash) shall be
included in the calculation of Borrowing Base unless it is listed on a national securities exchange
or freely tradeable at readily established prices in over-the-counter transactions.



5









 





     “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, (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
and/or (v) if such day relates to the issuance or payment under any Letter of Credit denominated in
Canadian Dollars, that is also a day on which banks are open for dealings in deposits in Canadian
Dollars in Toronto, Canada.



     “Canadian Dollars” means the lawful currency of Canada.



     “Capital Lease” means, with respect to any Person, any lease of property (whether
real, personal or mixed) by such Person as lessee that is or is required to be, in accordance with
GAAP, recorded as a capital lease on such Person’s balance sheet.



     “Capital Lease Obligations” means, with respect to any Person, the obligations of such
Person to pay rent or other amounts under any Capital Lease, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.



     “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; and in each case, any and all warrants, rights or options to purchase any
of the foregoing.



     “Cash Collateral Account” has the meaning given to such term in Section 3.9.



     “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the Administrative Agent or a Fronting Bank (as applicable) and the
Lenders, as collateral for the Letter of Credit Exposure or obligations of any Lenders to fund
participations in respect thereof (as the context may require), cash or deposit account balances.
“Cash Collateral” has a meaning correlative to the foregoing and shall include the proceeds
of such cash collateral and other credit support



     “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



6









 




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 30 days with respect to underlying securities of the types described in clause (i)
above entered into with any bank or trust company 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.




     “Catastrophe Bonds” means (i) any note, bond or other debt instrument or any swap or
other similar agreement which has a catastrophe, weather or other risk feature linked to payments
thereunder and (ii) any equity interest in a Person that is not a Subsidiary controlled, directly
or indirectly, by Platinum Holdings or any of its Subsidiaries for the sole purpose of investing in
Indebtedness of the type described in clause (i), which, in the case of Catastrophe Bonds purchased
by Platinum Holdings or any of its Subsidiaries, are purchased in accordance with its customary
reinsurance underwriting procedures.



     “Catastrophe Losses” means any losses recognized by Platinum Holdings or any of its
Subsidiaries under the terms of any Catastrophe Bonds, Reinsurance Agreements or other similar
arrangements.



     “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,
implementation or application thereof by any Governmental Authority or (iii) the making or issuance
of any request, rule, guideline or directive (whether or not having the force of law) by any
Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x)
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlement, the Basel Committee on Banking
Supervision (or any successor or similar authority) or any United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in
Law”, regardless of the date enacted, adopted or issued.



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



     “Code” means the Internal Revenue Code of 1986 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.



7









 





     “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 the balance sheet of Platinum Holdings or any of its
Subsidiaries) of Platinum Holdings and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP (excluding the effects of Accounting Standards Codification 810 released by
the FASB), and for the avoidance of doubt (i) shall include the obligations of Platinum Holdings or
its Subsidiaries under any Hybrid Equity Securities if the total book value of such Hybrid Equity
Securities (excluding the effects of Accounting Standards Codification 810 released by the FASB)
exceeds 15% of Total Capitalization but only to the extent of such excess and (ii) shall not
include (A) the stated amount of any letters of credit issued for the account of any Account Party
in the ordinary course of its business to the extent such letters of credit are undrawn and secured
by Eligible Collateral or a Permitted Lien and (B) intercompany Indebtedness.



     “Consolidated Net Income” means, for any period, net income (or loss) available to
common shareholders 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 (including the total
book value of any Hybrid Equity Securities (excluding the effects of Accounting Standards
Codification 810 released by the FASB) that in the aggregate represents up to and including 15% of
Total Capitalization), excluding (i) accumulated other comprehensive income (loss) (including any
such income (loss) arising from adjustments pursuant to Accounting Standards Codification 320
released by the FASB) and (ii) any Disqualified Capital Stock.



     “Consolidated Tangible Net Worth” means, as of the date of any determination, the
Consolidated Net Worth of Platinum Holdings and its Subsidiaries on such date less the amount of
all intangible items included therein, including 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, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person,
whether



8









 




through the ownership of voting securities, by contract or otherwise. 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 Letters, 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; but specifically excluding any Hedge Agreement to which Platinum Holdings or any of its
Subsidiaries and any Hedge Party are parties.



     “Credit Exposure” means, with respect to any Lender at any time, the sum of
(i) such Lender’s Tranche 1 Credit Exposure plus (ii) such Lender’s Tranche 2 Letter of
Credit Exposure.



     “Credit Extension” means a Borrowing or 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 Secured L/C 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.



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



     “Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the United States of
America or other applicable jurisdictions from time to time in effect.



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



     “Defaulting Lender” means, subject to Section 2.20(b), any Lender that (i) has failed
to (A) fund all or any portion of its Ratable Share of any Borrowing, any drawing made on any



9









 




Syndicated Letter of Credit or any participation interest in any Participated Letter of Credit
within two Business Days of the date required to be funded by it hereunder, unless such Lender
notifies the Administrative Agent and the Borrower in writing that such failure is the result of
such Lender’s determination that one or more conditions precedent to funding (each of which
conditions precedent, together with any applicable default, shall be specifically identified in
such writing) has not been satisfied, or (B) pay to the Administrative Agent, any Issuing Bank, any
Fronting Bank or any other Lender any other amount required to be paid by it hereunder within two
Business Days of the date when due, (ii) has notified any Credit Party, the Administrative Agent,
any Issuing Bank or any Fronting Bank in writing that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect (unless such writing or public
statement relates to such Lender’s obligation to fund a Loan hereunder and states that such
position is based on such Lender’s determination that a condition precedent to funding (which
condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (iii) has failed, within three Business Days
after written request by the Administrative Agent or Platinum Holdings, to confirm in writing to
the Administrative Agent and Platinum Holdings that it will comply with its prospective funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (iii) upon receipt of such written confirmation by the Administrative Agent
and Platinum Holdings), or (iv) has, or has a direct or indirect parent company that has, (A)
become the subject of a proceeding under any Debtor Relief Law, or (B) had appointed for it a
receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or assets, including the
Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in
such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue
of the ownership or acquisition of any equity interest in that Lender or any direct or indirect
parent company thereof by a Governmental Authority so long as such equity interest does not result
in or provide such Lender with immunity from the jurisdiction of courts within the United States of
America or from the enforcement of judgments or writs of attachment on its assets or permit such
Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or
agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a
Defaulting Lender under clauses (i) through (iv) above shall be conclusive and binding absent
manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section
2.20(b)) upon delivery of written notice of such determination to Platinum Holdings, each Issuing
Bank, any applicable Fronting Bank and each Lender.




     “Disqualified Capital Stock” means, with respect to any Person, that portion of 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 clause (i) or (ii) above, in each case under clause (i), (ii)
or (iii) above at any time on or prior to the first anniversary of the Final Maturity Date.



10









 





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



     “Dollar Amount” means (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.



     “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 the Fronting Banks 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 (i) Platinum Holdings or any of its Affiliates or Subsidiaries and (ii) any Non-NAIC
Lender, unless such Non-NAIC Lender is approved by (x) the Administrative Agent and the Fronting
Banks who have agreed to front for such Non-NAIC Lender, each in its sole discretion, and (y)
unless a Default or Event of Default has occurred and is continuing, Platinum Holdings.



     “Eligible Collateral” means cash 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 either the original term to maturity criteria or the weighted average life
criteria set forth therein.



     “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 (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
courts or 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,
including requirements pertaining to the manufacture, processing, distribution, use,



11









 




treatment, storage, disposal, transportation, handling, reporting, licensing, permitting,
investigation or remediation of Hazardous Substances.




     “ERISA” means the Employee Retirement Income Security Act of 1974 and any successor
statute.



     “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 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 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, or a violation
of the applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under
Section 401(a) of the Code by any fiduciary of any Plan for which Platinum Holdings or any of its
ERISA Affiliates may be directly or indirectly liable, (viii) the failure of any Plan to satisfy
the minimum funding standard of Section 302 of ERISA and Section 412 of the Code, whether or not
waived, (ix) with respect to plan years beginning prior to January 1, 2008, the adoption of an
amendment to any Plan that, pursuant to Section 307 of ERISA, would require the provision of
security to such Plan by Platinum Holdings or an ERISA Affiliate, or (x) with respect to plan years
beginning on or after the PPA 2006 Effective Date, the incurrence of an obligation to provide a
notice under Section 101(j) of ERISA, the adoption of an amendment which may not take effect due to
the application of Section 436(c)(1) of the Code or Section 206(g)(2)(A) of ERISA, or the payment
of a contribution in order to satisfy the requirements of Section 436(c)(2) of the Code or Section
206(g)(2)(B) of ERISA.



     “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.



12









 





     “Exchange Act” means the Securities Exchange Act of 1934.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any
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 or 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 of America or any similar tax imposed by any jurisdiction described in
clause (i); (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 is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new
Lending Office); (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 (or its assignor, if any) was entitled, immediately before the 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); and (v) any United States federal
withholding taxes imposed by reason of its failure to comply with Sections 1471 through 1474 of the
Code, as in effect on the date hereof (or any successor provisions that are substantively
comparable); in each case under clauses (i) through (v) above, Excluded Taxes shall include any
interest, additions to tax or penalties applicable thereto.



     “Existing Credit Agreement” has the meaning given to such term in the Recitals to this
Agreement.



     “Existing Lender” means any Person who was a “Tranche 1 Lender” or a “Tranche 2
Lender” under, and as defined in, the Existing Credit Agreement.



     “Existing Lender Agreements” means Existing Lender Agreements substantially in the
form of Exhibit I.



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



     “Existing Syndicated Letters of Credit” has the meaning given to such term in Section
3.3(b).



     “Fair Market Value” means, as to any Eligible Collateral, (i) with respect to any
publicly traded security, the closing price for such security on the largest exchange on which such
security is traded (or if not traded on an exchange, then the average of the closing bid and ask
prices quoted over-the-counter) on the date of the determination (as such prices are reported in
any nationally recognized financial journal or newspaper), (ii) with respect to cash, the amount



13









 




thereof, and (iii) with respect to any Eligible Collateral (other than those set forth in
clauses (i) and (ii)), the price for such Eligible Collateral on the date of calculation obtained
from a generally recognized source approved by the Administrative Agent or the most recent bid
quotation from such approved source.




     “FASB” means the Financial Accounting Standards Board.



     “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 immediately 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 and
any successor thereto.



     “Fee Letters” means, collectively, (i) the letter from the Administrative Agent and
Wells Fargo Securities, LLC, to Platinum Holdings, dated May 13, 2011, and (ii) the letter from
U.S. Bank National Association to Platinum Holdings, dated May 13, 2011, in each case relating to
certain fees payable by Platinum Holdings in respect of the transactions contemplated by this
Agreement.



     “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 or satisfied 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 executive
officer, chief financial officer, treasurer or general counsel of Platinum Holdings.



     “Financial Strength Rating” means the financial strength rating issued with respect to
any Insurance Subsidiary by A.M. Best Company (or its successor).



     “Foreign Currency” means (i) Pounds Sterling, (ii) Euros or (iii) Canadian Dollars.



     “Foreign Currency Equivalent” means at any time, 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.



14









 





     “Fiscal Quarter” means a fiscal quarter of Platinum Holdings and its Subsidiaries.



     “Fiscal Year” means a fiscal year of Platinum Holdings and its Subsidiaries.



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



     “Foreign Pension Plan” means any plan, fund (including 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 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.



     “Foreign Subsidiary” means any Subsidiary that is not organized under the laws of any
political subdivision of the United States of America.



     “Fronting Bank” means (i) Wells Fargo in its capacity as issuer of
Participated Letters of Credit and, subject to the terms of Section 3.1(i), in its capacity as a
fronting bank for ING and for any other Non-NAIC Lender on behalf of which it agrees to Issue
Syndicated Letters of Credit, (ii) any other Lender that agrees with Platinum Holdings to Issue
Participated Letters of Credit, in its capacity as issuer of such Participated Letters of Credit
and (iii) any other Lender that agrees to Issue Syndicated Letters of Credit on behalf of a
Non-NAIC Lender, in its capacity as a fronting bank for such Non-NAIC Lender.



     “Fronting Exposure” means a Defaulting Lender’s Letter of Credit Exposure to a
Fronting Bank with respect to Letters of Credit issued by such Fronting Bank other than such
portion of such Defaulting Lender’s Letter of Credit Exposure as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance
with Section 2.20.



     “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 FASB, 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).



15









 





     “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, as of any date 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 keep well agreements, maintenance agreements, comfort letters or similar
agreements or arrangements), (iii) to lease or 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
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 or contains a substance 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 by any
Governmental Authority, (iii) its presence may require investigation or response under any
Environmental Law, (iv) it constitutes a nuisance, trespass or health or safety hazard to Persons
or neighboring properties, or (v) 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, including any swap agreement.



16









 





     “Hedge Party” means any Lender or any Affiliate of any Lender in its capacity as a
counterparty to any Hedge Agreement with Platinum Holdings or any of its Subsidiaries, which Hedge
Agreement is required or permitted under this Agreement to be entered into by Platinum Holdings.



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



     “Hybrid Equity Securities” means that portion of any class of hybrid preferred
securities consisting of trust preferred securities, deferrable interest subordinated debt
securities, mandatory convertible debt or other hybrid securities that are (i) shown on the
consolidated financial statements of Platinum Holdings as liabilities, (ii) accorded equity
treatment by Standard & Poor’s and (iii) by their terms (or by the terms of any security into which
they are convertible for or which they are exchangeable) or upon the happening of any event or
otherwise, do not mature, are not mandatorily redeemable or are not subject to any mandatory
repurchase requirement, at any time on or prior to the date which is six months after the Final
Maturity Date.



     “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 (including any such
obligations issued by such Person that qualify as Catastrophe Bonds described in clause (i) of the
definition thereof, net of any escrow established (whether directly or to secure any letter of
credit issued to back such Catastrophe Bonds) in connection with such Catastrophe Bonds), (ii) all
obligations of such Person evidenced by notes, bonds, debentures or similar instruments, or upon
which interest payments are customarily made, (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 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



17









 




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 Other Taxes) other than Excluded Taxes.



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



     “ING” means ING Bank N.V., London Branch.



     “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 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 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;




     (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



18









 







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 Restatement 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. The terms
“Issued”, “Issuing” and “Issuance” have corresponding meanings.



     “Issuing Bank” means, (i) with respect to any Participated Letter of Credit, the
applicable Fronting Bank, (ii) with respect to a Syndicated Letter of Credit, the Lenders (and any
Fronting Bank on behalf of a Non-NAIC Lender) 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).



     “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 applicable Fronting Bank pursuant thereto, and (ii) with respect to any
Syndicated Letter of Credit, a payment made by a Lender pursuant thereto.



     “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



19









 




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, 2.19 or 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 any Fronting Bank.



     “Letter of Credit Fee” means the Tranche 1 Letter of Credit Fee or Tranche 2 Letter of
Credit Fee, as the context may require.



     “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 Reuters Screen LIBOR01 Page (or any successor page) that represents an average British Bankers
Association Interest Settlement Rate for Dollar deposits 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 minimum amounts of at least $5,000,000 are offered to first-tier banks in the London
interbank Eurodollar market, in each case under clause (y) or (z) above at approximately 11:00
a.m., London time, two Business Days prior to the first day of such




20











 




Interest Period for a period substantially equal to such Interest Period, by (ii) the amount
equal to 1.00 minus the Reserve Requirement (expressed as a decimal) for such Interest Period.




     “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 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; provided that, so long as no violation of any covenant contained in Section
7.1 or 7.2 shall have occurred and be continuing as a result thereof, the occurrence of losses that
give rise to or result in Catastrophe Losses alone shall not be deemed to have a Material Adverse
Effect.



     “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 Fiscal 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
Fiscal 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 the Insurance Subsidiaries of Platinum Holdings or (B) gross
written premiums for the four Fiscal 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 the Insurance Subsidiaries of Platinum Holdings, in each
case determined in accordance with SAP as of the date of the statutory



21









 




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.



     “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) available to common shareholders, after extraordinary items, taxes and all other items of
expense and income of such Person for such period, determined in accordance with GAAP.



     “Non-Consenting Lender” means a Lender that does not approve any consent, waiver or
amendment to any Credit Document that (i) requires the approval of each Lender or each Lender
directly affected thereby and (ii) has been approved by the Required Lenders.



     “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting
Lender at such time.



     “Non-NAIC Lender” means a Lender that is not listed on the most current list of banks
approved by the Securities Valuation Office of the NAIC and is not acting through the branch so
listed.



     “Non-U.S. Lender” means a Lender that is not a U.S. Person.



     “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 Debtor Relief Law, specifically including 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



22









 




fees, expenses,
indemnities and other obligations owing, due or payable at any time by any
Credit Party to the Administrative Agent, any Lender, any 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, court or documentary, intangible,
recording, filing or similar Taxes that arise from any payment made under, from the execution,
delivery, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Credit Document.



     “Over-Advance” has the meaning given to such term in Section 2.6(b).



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



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



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



     “Participated Letters of Credit” means (i) Letters of Credit issued by any Fronting
Bank under Section 3.2(a) and (ii) any Existing Letter of Credit designated as a Participated
Letter of Credit on Schedule 3.3.



     “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, 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.



23









 





     “Percentage Obligations” has the meaning given to such term in Exhibit C-1.



     “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 (including 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 or Platinum Finance in support of the
capital of any Insurance Subsidiary, or guarantees or any other agreements by Platinum Holdings or
Platinum Finance 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
setoff or other 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.



     “Platform” has the meaning given to such term in Section 11.4(b).



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



     “PPA 2006 Effective Date” means, with respect to any Plan, except as hereinafter
provided, the first day of the first plan year beginning on or after January 1, 2008;
provided,



24









 







however, that solely with respect to a Plan maintained pursuant to one or
more collective bargaining agreements between employee representatives and one or more employers
ratified
before January 1, 2008, such term means the first day of the first plan year beginning on or
after the earlier of (A) the later of (x) the date on which the last collective bargaining
agreement relating to the Plan terminates (determined without regard to any extension thereof
agreed to after August 17, 2006) and (y) the first day of the first plan year beginning on or after
January 1, 2008, and (B) January 1, 2010.



     “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.



     “Preferred Securities” means, with respect to any Person, any Capital Stock of such
Person that has preferential rights with respect to dividends or redemptions or upon liquidation or
dissolution of such Person over shares of common stock or any other class of such Person.



     “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.



     “Quarterly Statement” means, with respect to any Insurance Subsidiary for any Fiscal
Quarter, the financial statements of such Insurance Subsidiary for such Fiscal Quarter 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.



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



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



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



     “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.



25









 





     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and
representatives 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 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 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, 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
Aggregate Credit Exposure); provided that the Commitment of, and the portion of the
outstanding 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 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



26









 




effect from time to time during such Interest Period, as provided by the Federal Reserve
Board, applied for determining the maximum reserve requirements (including basic, supplemental,
marginal and emergency reserves) applicable to Wells Fargo 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, any executive officer or any other Financial
Officer 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.



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



     “Revaluation Date” means 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 or any Fronting Bank shall request.



     “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/programs/,
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/index.html, 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.



     “Secured L/C Obligations” means all Obligations in respect of Letters of Credit
required to be secured by Eligible Collateral.



     “Secured L/C Exposure” means, at any time for each Lender, the sum of (i) such
Lender’s Tranche 1 Letter of Credit Exposure required to be secured by Eligible Collateral
plus (ii) such Lender’s Tranche 2 Letter of Credit Exposure.



     “Security Agreement” means each Second Amended and Restated Security Agreement made by
an Account Party in favor of the Administrative Agent, in substantially the form of Exhibit F.



27









 





     “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 the foregoing clauses (i), (ii)
and (iii).



     “Spot Rate” means, with respect to any Foreign Currency, the rate quoted by Wells
Fargo as the spot rate for the purchase by Wells Fargo of such Foreign Currency with Dollars
through its principal foreign exchange trading office at approximately 11:00 a.m., London time, on
the date two 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 or Platinum
US, as the context may require, and “Subsidiary Credit Parties” means all of the foregoing.



     “Syndicated L/C Participant” has the meaning given to such term in Section 3.3(b).



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



     “Syndicated Letters of Credit” means (i) Tranche 1 Letters of Credit and/or Tranche 2
Letters of Credit, as the case may be, issued under Section 3.1(a) and (ii) any Existing Letter of
Credit designated as a Syndicated Letter of Credit on Schedule 3.3.



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



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



28









 





     “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 Euros.



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholding), 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, the sum of (i) Consolidated Net
Worth as of such date plus (ii) Consolidated Indebtedness as of such date.



     “Total Commitments” means the sum of (i) the Tranche 1 Commitments of all
Lenders plus (ii) the 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 and 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(d) as such Tranche 1 Lender’s “Tranche 1 Commitment,” in either case
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 Dollar Amount of the sum of (i) the aggregate principal amount of all Loans made by
such Tranche 1 Lender that are outstanding at such time plus (ii) such Tranche 1 Lender’s
Tranche 1 Letter of Credit Exposure at such time.



     “Tranche 1 Credit Extension” means a Borrowing or 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 (i) Syndicated Letter of Credit Issued by the
Tranche 1 Lenders, (ii) Participated Letter of Credit Issued by any Fronting Bank in which the



29









 




Tranche 1 Lenders have a participation interest and (iii) Existing Letter of Credit designated
as a “Tranche 1 Letter of Credit” on Schedule 3.3.




     “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 Dollar Amount of the sum of (i) the
aggregate Stated Amount of all outstanding Tranche 1 Letters of Credit plus (ii) the
aggregate amount of all outstanding Tranche 1 Reimbursement Obligations at such time.



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



     “Tranche 1 Ratable Share” 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 9.2.



     “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 Assumptions, 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(d) as such Tranche 2 Lender’s “Tranche 2 Commitment,” in either case as such amount
may be reduced, increased or terminated at or prior to such time pursuant to the terms hereof.



     “Tranche 2 Commitment Fee” has the meaning given to such term in Section 2.9(d).



     “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 (i) Syndicated Letter of Credit Issued by the
Tranche 2 Lenders, (ii) Participated Letter of Credit Issued by any Fronting Bank in which the
Tranche 2 Lenders have a participation interest and (iii) Existing Letter of Credit designated as a
“Tranche 2 Letter of Credit” on Schedule 3.3.



     “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 Dollar Amount of the sum of (i) the



30









 




aggregate Stated Amount of all outstanding Tranche 2 Letters of Credit plus (ii) the
aggregate amount of all outstanding Tranche 2 Reimbursement Obligations.




     “Tranche 2 Letter of Credit Fee” has the meaning given to such term in Section 2.9(e).



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



     “Tranche 2 Ratable Share” 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 9.2.



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



     “U.S. Person” means any Person that is a “United States Person” as defined in Section
7701(a)(30) of the Code.



     “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 plus (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.



     “Wells Fargo” means Wells Fargo Bank, National Association.



     “Wholly Owned” means, with respect to any Subsidiary of any Person, that 100% of the
outstanding Capital Stock of such Subsidiary (excluding in the case of a Foreign Subsidiary only,
any directors’ qualifying shares and shares required to be held by foreign nationals) is owned,
directly or indirectly, by such Person.



31









 





     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 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 herein 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), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,” “hereof”
and “hereunder” and words of similar import when used in this Agreement shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference herein
to any law or regulation 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 Banks and all references in Article III to the
Lenders shall mean the Tranche 1 Lenders and/or the Tranche 2 Lenders, as the case may be, (and in
each case shall also include the Fronting Banks if the context includes Participated Letters of
Credit or a Non-NAIC Lender), all 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



32









 




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 1.4 shall be
conclusive absent manifest error.



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



     (a) Each obligation of Platinum US 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 in the event that and at such time as 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 US 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



33









 




Tranche 1 Letters of Credit as Syndicated Letters of Credit for the account of any Account
Party, subject to the terms and conditions of Article III; (ii) each Fronting Bank, upon the
request of any Account Party, 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 such Fronting Bank under Tranche 1 Letters of Credit issued as Participated
Letters of Credit, subject to the terms and conditions of Article III; (iii) Wells Fargo, in its
capacity as a Fronting Bank, hereby agrees from time to time on any Business Day during the
Availability Period to Issue the Ratable Share of ING of any Tranche 1 Letter of Credit issued as a
Syndicated Letter of Credit (and ING hereby agrees to purchase participations in the obligations of
Wells Fargo in such capacity in the amount of its Ratable Share of such Tranche 1 Letter of
Credit); and (iv) 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 Restatement Effective Date to but not
including the Tranche 1 Termination Date; provided that (A) 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 the Issuance of Tranche 1 Letters of
Credit, the applicable conditions in Section 3.4 are not met; and (B) no Fronting Bank shall be
obligated to Issue any Tranche 1 Letter of Credit if any Lender is at that time a Defaulting
Lender, unless such Fronting Bank has entered into an arrangement, including the delivery of Cash
Collateral, satisfactory to such Fronting Bank (in its sole discretion) with the applicable Account
Party or such Defaulting Lender to eliminate such Fronting Bank’s Fronting Exposure (after giving
effect to Section 2.20(a)(iv)) with respect to such Defaulting Lender. 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; (ii) Wells Fargo, in its capacity as a Fronting Bank,
hereby agrees from time to time on any Business Day during the Availability Period to Issue the
Ratable Share of ING of any Tranche 2 Letter of Credit issued as a Syndicated Letter of Credit (and
ING hereby agrees to purchase participations in the obligations of Wells Fargo in such capacity in
the amount of its Ratable Share of such Tranche 2 Letter of Credit); and (iii) each Fronting Bank,
upon the request of any Account Party, 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 such 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 (A) 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



34









 




Tranche 2 Commitment at such time, (y) the aggregate Secured L/C 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) with respect to the Issuance of a Tranche 2 Letter
of Credit, the applicable conditions in Section 3.4 are not met; and (B) no Fronting Bank shall be
obligated to Issue any Tranche 2 Letter of Credit if any Lender is at that time a Defaulting
Lender, unless such Fronting Bank has entered into an arrangement, including the delivery of Cash
Collateral, satisfactory to such Fronting Bank (in its sole discretion) with the applicable Account
Party or such Defaulting Lender to eliminate such Fronting Bank’s Fronting Exposure (after giving
effect to Section 2.20(a)(iii)) with respect to such Defaulting Lender. 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.



     (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
Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time,
on the same Business Day of 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 (x) the aggregate principal amount and initial Type of the Loans to be made pursuant
to such Borrowing, (y) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be
applicable thereto, and (z) 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.



35









 





     (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.



     (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 Ratable Share available on
such date in accordance with Section 2.2 and may (but shall not be so required to), in reliance
upon such assumption, make available to the applicable Borrower a corresponding amount. In such
event, if a Tranche 1 Lender has not in fact made its Ratable 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.



36









 





     (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.



     (b) The Administrative Agent shall maintain the Register pursuant to Section 11.6(d), 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.



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     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 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 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 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 all Loans made to such Borrower.



     (b) In the event that, at any time, the aggregate Tranche 1 Credit Exposure shall exceed 105%
(or in the case of the Tranche 1 Credit Exposure denominated solely in Dollars, 100%) of the
aggregate Tranche 1 Commitments at such time (after giving effect to any concurrent termination or
reduction thereof) (such excess amount, an “Over-Advance”), each Borrower will immediately
prepay the outstanding principal amount of Loans made to it in its pro rata portion of the
Over-Advance; provided that, to the extent an Over-Advance is greater than the aggregate
principal amount of Loans outstanding immediately prior to the application of such prepayment, each
Account Party shall immediately pay or deliver to the Administrative Agent Cash Collateral in an
aggregate amount equal to its pro rata portion of the remaining Over-Advance, with any such Cash
Collateral retained by the Administrative Agent and held in such Account Party’s Cash Collateral
Account as cover for the aggregate Tranche 1 Letter of Credit Exposure of such Account Party, as
more particularly described in Section 3.9, and thereupon such Cash Collateral shall be deemed to
reduce the aggregate Tranche 1 Credit Exposure by an equivalent Dollar Amount.



38









 





     (c) In the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure shall
exceed 105% (or in the case of the Tranche 2 Letter of Credit Exposure denominated solely in
Dollars, 100%) of 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 Cash Collateral in an aggregate amount equal to its pro rata
portion of the amount of such excess, with any such Cash Collateral 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 3.9, and
thereupon such Cash Collateral shall be deemed to reduce the aggregate Tranche 2 Letter of Credit
Exposure by an equivalent Dollar Amount.



     (d) Subject to the provisions of Sections 2.6(c) and 3.9(a), in the event that, at any time,
the aggregate Secured L/C 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 Secured L/C 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 Business Days prior to each intended prepayment of LIBOR
Loans and one 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 2.7(a), 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 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.



39









 





     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 any 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 under any Debtor Relief Law.



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




     (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 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 Restatement 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 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 a LIBOR Loan with an Interest Period having a duration 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.



40









 





     (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.



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



     (a) To the Arrangers and Wells Fargo, in its capacity as both a Fronting Bank and the
Administrative Agent, for their own respective accounts, fees in the amounts and at the times
specified in their respective Fee Letters;



     (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 Restatement 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) Subject to Section 2.9(e), 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 unsecured Tranche 1 Letters of Credit outstanding
during such quarter, at a per annum rate equal to the Applicable Percentage in effect for such fee



41









 




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 Tranche 1
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 Restatement 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;




     (d) 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 0.10% on such Lender’s Tranche 2 Ratable Share of the average 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 Restatement Effective Date through
the Tranche 2 Termination Date, and (ii) on the Tranche 2 Termination Date;



     (e) To the Administrative Agent, for the account of each Tranche 2 Lender (and each Tranche 1
Lender that has Issued a Tranche 1 Letter of Credit that is secured by Eligible Collateral), 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 (and all secured Tranche 1 Letters
of Credit) outstanding during such quarter, at a per annum rate equal to 0.50% on such Tranche 2
Lender’s Tranche 2 Ratable Share of the average daily aggregate Stated Amount of such Tranche 2
Letters of Credit (or such Tranche 1 Lender’s Tranche 1 Ratable Share of the average daily
aggregate Stated Amount of such Tranche 1 Letters of Credit). The Tranche 2 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 Restatement Effective Date through
the Final Maturity Date and (ii) on the Final Maturity Date; and



     (f) To the Administrative Agent and the Fronting Banks, 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 such 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 of 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 of not less than $5,000,000 or, if greater, an
integral multiple of $1,000,000 in excess thereof; and no partial



42









 




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 Business Days prior to the intended effective date of any conversion of Base
Rate Loans into, or continuation of, LIBOR Loans and one 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 given substantially 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
then-current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In
the event that any Borrower shall have failed to specify in a Notice of Conversion/Continuation the
duration of the 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 with a duration
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 Section 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 any 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.



43









 





     (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 appropriate 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 appropriate 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). Notwithstanding the foregoing or any contrary provision hereof,
if any Lender shall fail to make any payment required to be made by it hereunder to the
Administrative Agent or a Fronting Bank, then the Administrative Agent may, in its discretion,
apply any amounts thereafter received by the Administrative Agent for the account of such Lender to
satisfy such Lender’s obligations to the Administrative Agent or such Fronting Bank, as the case
may be, until all such unsatisfied obligations are fully paid. If the Administrative Agent shall
not have made a required distribution to the appropriate 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
appropriate Fronting Bank like amounts relating to payments made to the Administrative Agent for
the account of such 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 Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the
appropriate Lenders or the appropriate 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
appropriate Lenders or the appropriate 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 appropriate Lenders or
the appropriate 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 such 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 based on the prime commercial lending rate of the Administrative Agent, 365/366 days, as
the case may be, or (ii) in all other instances, 360 days; and in each case under clauses (i) and
(ii) above, with regard to the actual number of days (including the first day, but excluding the
last day) elapsed.



44









 





     (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 and documented out-of-pocket costs
and expenses (including 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 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 fees incurred and interest accruing at the then 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;




     (vii) seventh, to the payment of any outstanding fees, premiums or scheduled
periodic payments due under any Hedge Agreement between any Credit Party and any Hedge Party
(to the extent such Hedge Agreement is required or permitted hereunder) prior to any
termination thereof and any interest accrued thereon, and any breakage, termination or other
payments due under such Hedge Agreement and any interest accrued thereon; and




     (viii) eighth, 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 or Hedge Parties in proportion to the amounts of





45











 




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 3.9.




     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 any 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 Debtor Relief 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 any 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 such Fronting Bank, or pursuant to applicable Requirements of Law, such
Lender or such 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 Banks 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 to provide for its working capital, liquidity needs and general corporate requirements
(including permitted Acquisitions) and those of its Subsidiaries, other than the funding of any
dividend, share repurchase or other distribution to shareholders of Platinum Holdings in respect of
its Capital Stock.



     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



46









 




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 (i) notify the
Administrative Agent of such fact and (ii) 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 (A) 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 (B) the provisions of this Section 2.14(c) 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
Debtor Relief 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.




     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 any Fronting Bank;




     (ii) subject any Lender or any 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
such 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 such Fronting Bank); or




     (iii) impose on any Lender or any 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 such Fronting Bank);








47









 










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 such 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 such Fronting
Bank hereunder (whether of principal, interest or any other amount), then, upon request of such
Lender or such Fronting Bank, the applicable Credit Party will pay to such Lender or such Fronting
Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such
Fronting Bank, as the case may be, for such additional costs incurred or reduction suffered.




     (b) If any Lender or any Fronting Bank reasonably determines that any Change in Law affecting
such Lender or such Fronting Bank or any Lending Office of such Lender or such Lender’s or such
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 such Fronting Bank’s capital or on the
capital of such Lender’s or such 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 such Fronting Bank,
to a level below that which such Lender or such Fronting Bank or such Lender’s or such Fronting
Bank’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s or such Fronting Bank’s policies and the policies of such Lender’s or such 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 such Fronting Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or such Fronting Bank or such Lender’s or such
Fronting Bank’s holding company for any such reduction suffered.



     (c) A certificate of a Lender or a Fronting Bank setting forth the amount or amounts necessary
to compensate such Lender or such Fronting Bank or its holding company, as the case may be, as
specified in Section 2.15(a) or 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 such 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 any Fronting Bank to demand compensation
pursuant to the foregoing provisions of this Section 2.15 shall not constitute a waiver of such
Lender’s or such Fronting Bank’s right to demand such compensation; provided that no Credit
Party shall be required to compensate a Lender or a Fronting Bank pursuant to the foregoing
provisions of this Section 2.15 for any increased costs incurred or reductions suffered more than
six months prior to the date that such Lender or such 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 such 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).



48









 





     (e) If, on or prior to the first day of any Interest Period, (y) the Administrative Agent
shall have determined in good faith acting reasonably 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 in good
faith acting reasonably 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 any Requirement
of Law 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 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, any Fronting Bank or any Lender determines that 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 any Fronting Bank or any Lender or its applicable
Lending Office to issue or participate in any Credit Extensions, then, on notice thereof by such
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 such Fronting
Bank or such Lender shall have determined that the



49









 




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 any
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 2.16) the Administrative Agent, the applicable Lenders
or applicable 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 each 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 or attributable to
amounts payable under this Section 2.16) paid by the Administrative Agent, such Lender or such
Fronting Bank, as the case may be, and any penalties, interest and 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 a 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 a 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 any 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



50









 




and executed documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate of withholding. 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 any
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 such 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 of America, 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 of America is a party,




     (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 any 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 2.16 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 such
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



51









 




recovery); provided that such Credit Party, upon the request of the Administrative
Agent, such Lender or such 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 such Fronting Bank in the event the Administrative Agent,
such Lender or such 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 any 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, any 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, such Fronting
Bank’s or such Lender’s reasonable and documented out-of-pocket costs and expenses relating to such
claim, (ii) the Administrative Agent, such 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, such
Fronting Bank or such Lender, an opinion of tax counsel (such opinion and such counsel to be
reasonably acceptable to the Administrative Agent, such Lender, or such Fronting Bank) 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 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 Percentage
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 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



52









 




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 of Lenders; Mitigation of Costs.



     (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 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, (iv) that is a
Non-Consenting Lender or (v) that had NAIC approval on the date it became a party to this Agreement
and ceases to maintain such approval or otherwise loses 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:




     (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 either amended giving effect to the such
assignment or, if required, 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 whose consent is required 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 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;




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



53









 






     (vi) in the case of any assignment resulting from a Lender becoming a Non-Consenting
Lender, the applicable assignee shall have approved the applicable amendment, waiver or
consent.



     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 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, in the good faith
judgment of such Lender, such reasonable efforts (i) would eliminate or reduce amounts payable
pursuant to Section 2.15(a), 2.15(b) or 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, (ii) would not subject such Lender
to any unreimbursed cost or expense, (iii) would not be inconsistent with any legal or regulatory
restriction or preexisting internal policy applicable to such Lender and (iv) 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.



     Section 2.19 Increase in Commitments.



     (a) Platinum Holdings shall have the right, at any time and from time to time after the
Restatement 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 $450,000,000 and (z) the aggregate of all Commitment Increases effected after the
Restatement Effective Date shall not exceed $150,000,000, (iii) such increase shall 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



54









 




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) In connection with each Commitment Increase, the Administrative Agent and Platinum
Holdings shall determine the effective date (the “Commitment Increase Date”), which shall
be a Business Day not less than 30 days prior to the Commitment Termination Date, and the final
allocation of such Commitment Increase. The Administrative Agent shall promptly notify Platinum
Holdings and the Lenders of the final allocation of such Commitment 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);




     (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; and




     (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 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 in all material respects 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



55









 







(including any Borrowings or Letters of Credit issued in connection therewith
and the application of the proceeds thereof); and




     (ii) 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.



     (e) 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 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.



     (f) To the extent necessary to keep the outstanding Letters of Credit ratable in the event of
any non-ratable increase in either the Tranche 1 Commitments or Tranche 2 Commitments, as
applicable, as soon as possible following the Commitment Increase Date, each Syndicated Letter of
Credit shall be amended to reflect the new Ratable Shares of the applicable Lenders, it being
understood for the avoidance of doubt that such amendment shall not be deemed a Credit Extension
hereunder. Until a Syndicated Letter of Credit has been amended in accordance with this Section
2.19(f), each applicable Lender shall be deemed to have sold and transferred to each Tranche 1
Lender or Tranche 2 Lender, as the case may be, and each such Tranche 1 Lender or Tranche 2 Lender
shall be deemed irrevocably and unconditionally to have purchased and received from such Lender,
without recourse or warranty, an undivided interest and participation, to the extent of such
Tranche 1 Lender’s or Tranche 2 Lender’s revised Ratable Share, in such Syndicated Letter of
Credit, each drawing made thereunder, the obligations of any Account Party under this Agreement
with respect thereto and any security



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therefor or guaranty pertaining thereto. No Credit Party shall be obligated to pay any fees
or increase in fees as a result of any of the actions taken pursuant to this Section 2.19(f) other
than the customary fees Wells Fargo requires in connection with the amendment of letters of credit.




     Section 2.20 Defaulting Lenders.



     (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender
becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender,
to the extent permitted by applicable law:




     (i) Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definition of
Required Lenders and in Section 11.5.




     (ii) Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender (whether voluntary or
mandatory, at maturity, pursuant to Article IX or otherwise) shall be applied at such time
or times as may be determined by the Administrative Agent as follows:




     (A) first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder;




     (B) second, to the payment on a pro rata basis of any amounts owing by
such Defaulting Lender to the Issuing Banks hereunder;




     (C) third, if so determined by the Administrative Agent or requested by
an Issuing Bank, to be held as Cash Collateral for future funding obligations of
such Defaulting Lender in respect of any Syndicated Letter of Credit or any
participation in any Participated Letter of Credit;




     (D) fourth, as Platinum Holdings may request (so long as no Default or
Event of Default exists), to the funding of any Loan in respect of which such
Defaulting Lender has failed to fund its Ratable Share as required by this
Agreement, as determined by the Administrative Agent;




     (E) fifth, if so determined by the Administrative Agent and Platinum
Holdings, to be held in a non-interest bearing deposit account and released in order
to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement;




     (F) sixth, to the payment of any amounts owing to the Lenders or any
Issuing Bank as a result of any judgment of a court of competent jurisdiction
obtained by any Lender or any Issuing Bank against such Defaulting Lender as a
result of such Defaulting Lender’s breach of its obligations under this Agreement;




     (G) seventh, so long as no Default or Event of Default exists, to the
payment of any amounts owing to any Credit Party as a result of any judgment of a
court of competent jurisdiction obtained by such Credit Party against such



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Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; and




     (H) eighth, to such Defaulting Lender or as otherwise directed by a
court of competent jurisdiction;




     provided that if (x) such payment is a payment of the principal amount of any
Loans or any Letter of Credit Exposure in respect of which such Defaulting Lender has not
fully funded its Ratable Share, and (y) such Loans were made or the related Letters of
Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or
waived, such payment shall be applied solely to pay the Loans of, and obligations in respect
of Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Loans of, or obligations in respect of Letters of Credit owed
to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a
Defaulting Lender that are applied (or held) to pay amounts owed by such Defaulting Lender
or to post Cash Collateral pursuant to this Section 2.20(a)(ii) shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents thereto.




     (iii) All or any part of such Defaulting Lender’s (A) Tranche 1 Letter of Credit
Exposure in respect of Participated Letters of Credit shall automatically (effective on the
day such Lender becomes a Defaulting Lender) be reallocated among the non-Defaulting Lenders
in accordance with their respective Tranche 1 Credit Exposures (calculated without regard to
such Defaulting Lender’s Tranche 1 Commitment) and (B) Tranche 2 Letter of Credit Exposure
in respect of Participated Letters of Credit shall automatically (effective on the day such
Lender becomes a Defaulting Lender) be reallocated among the non-Defaulting Lenders in
accordance with their respective Tranche 2 Letter of Credit Exposures (calculated without
regard to such Defaulting Lender’s Tranche 2 Commitment), but in each case only to the
extent that (x) no Default or Event of Default shall have occurred and be continuing (and,
unless Platinum Holdings shall have otherwise notified the Administrative Agent at the time,
each Credit Party shall be deemed to have represented and warranted that such condition is
satisfied at such time), and (y) such reallocation does not cause the Credit Exposure of any
non-Defaulting Lender to exceed such non-Defaulting Lender’s Commitment.




     (iv) If the reallocation described in Section 2.20(a)(iii) cannot, or can only
partially, be effected, each Account Party shall, without prejudice to any right or remedy
available to it hereunder or under law, within two Business Days following notice by the
Administrative Agent, deliver to the Administrative Agent Cash Collateral in an amount
sufficient to cover all Fronting Exposure (after giving effect to any partial reallocation
pursuant to Section 2.20(a)(iii)) with respect to Letters of Credit Issued on behalf of such
Account Party in accordance with the procedures set forth in Section 2.20(c).



     (b) If Platinum Holdings, the Administrative Agent and each Issuing Bank agree in writing in
their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein (which



58









 




may include arrangements with respect to any Cash Collateral), that Lender will, to the extent
applicable, purchase that portion of outstanding Loans of the other Lenders or take such other
actions as the Administrative Agent may determine to be necessary to cause the Loans, Syndicated
Letters of Credit and participations in Participated Letters of Credit to be held on a pro rata
basis by the Lenders in accordance with their respective Credit Exposures (without giving effect to
Section 2.20(a)(iii)), whereupon such Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or
on behalf of any Borrower while that Lender was a Defaulting Lender; provided further that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from
Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender.





(c) (i) All Cash Collateral (other than credit support not constituting funds subject to
deposit) shall be maintained in blocked, non-interest bearing deposit accounts with the
Administrative Agent. Each Account Party, and to the extent provided by any Lender, such
Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the
benefit of the Administrative Agent, the Issuing Banks, the Fronting Banks and the Lenders,
and agrees to maintain, a first priority security interest in all such cash, deposit
accounts and all balances therein, and all other property so provided as collateral pursuant
hereto, and in all proceeds of the foregoing, all as security for the obligations to which
such Cash Collateral may be applied pursuant to Section 2.20(c)(ii). If at any time the
Administrative Agent determines that Cash Collateral is subject to any right or claim of any
Person other than the Administrative Agent as herein provided, or that the total amount of
such Cash Collateral is less than the applicable Fronting Exposure and other obligations
secured thereby, the appropriate Account Party will, promptly upon demand by the
Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency.




     (ii) Notwithstanding anything to the contrary contained in this Agreement, Cash
Collateral provided under this Section 2.20 in respect of Letters of Credit shall be held
and applied to the satisfaction of the specific Letter of Credit Exposure, obligations to
fund participations therein (including, as to Cash Collateral provided by a Defaulting
Lender, any interest accrued on such obligation) and other obligations for which the Cash
Collateral was so provided, prior to any other application of such property as may be
provided for herein.




     (iii) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting
Exposure or other obligations shall be released promptly following (i) the elimination of
the applicable Fronting Exposure or other obligations giving rise thereto (including by the
termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its
assignee)) or (ii) the Administrative Agent’s good faith determination that there exists
excess Cash Collateral; provided, however, that (x) Cash Collateral
furnished by or on behalf of a Credit Party shall not be released during the continuance of
a Default or Event of Default (and following application as provided in this Section 2.20
may be otherwise applied in accordance with Section 2.14) and (y) the Person providing Cash
Collateral and each applicable Fronting Bank may agree that Cash Collateral shall not be



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released but instead held to support future anticipated Fronting Exposure or other
obligations.



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 or in such other form as may be agreed by the applicable Account Party and
the Administrative Agent; provided that the Administrative Agent will only agree to
reasonable changes to such form, not adverse to the interests of the Lenders, requested by any
beneficiary or applicable insurance regulator. 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, Wells Fargo, in its capacity as a Fronting Bank, shall Issue, in the case of ING,
and Wells Fargo, in its capacity as a Fronting Bank, and any other Fronting Bank may Issue, in the
case of any other Non-NAIC Lender, such Non-NAIC Lender’s Ratable Share of such Syndicated Letter
of Credit pursuant to Section 3.1(i). Absent the prior written consent of each Tranche 1 Lender or
Tranche 2 Lender (in each case, other than a Non-NAIC 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; provided
that each Fronting Bank shall be severally (and not jointly) liable for its Ratable Share of the
Stated Amount of such Syndicated Letter of Credit plus the Ratable Share of each Non-NAIC Lender
that it agrees to front for pursuant to Section 3.1(i).



     (b) Notice of Issuance. To request the Issuance of a Syndicated Letter of Credit, the
applicable Account Party shall hand deliver or deliver by facsimile (or transmit by electronic
communication, if arrangements for doing so have been approved by the Administrative Agent) to the
Administrative Agent (which shall, upon the request of any Lender, provide to such Lender as soon
as practicable a copy of the Syndicated Letter of Credit) at least five 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 Restatement Effective Date, subject to approval by the 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”) executed by an Authorized Officer
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



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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, if a Tranche 1 Letter of Credit, whether such Syndicated
Letter of Credit will be secured by Eligible Collateral, 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 Letter
of Credit as a Syndicated Letter of Credit that is secured by Eligible Collateral, the applicable
Account Party shall deliver, if requested by the Administrative Agent, 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
aggregate Secured L/C 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) Expiration of Syndicated Letters of Credit. 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 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 each 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
provide; provided that each Fronting Bank shall be severally (and not jointly) liable for
its Ratable Share of the Stated Amount of such Syndicated Letter of Credit plus the Ratable Share
of each Non-NAIC Lender for which it is fronting pursuant to Section 3.1(i). No increase of
Commitments under Section 2.19, assignment of Commitments under Section 2.18 or 11.6(b) or



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reallocation of Credit Exposure under Section 2.20 shall change or affect the liability of any
Lender under any outstanding Syndicated Letter of Credit until such Syndicated Letter of Credit is
amended giving effect to such increase or assignment, as the case may be. The failure of any
Lender to make any L/C Disbursement in respect of any Syndicated Letter of Credit 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 make its L/C
Disbursement in respect of any 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 applicable
Issuing Banks 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 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 applicable Issuing Bank 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.



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     (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 after such
examination and before such L/C Disbursement notify each applicable Issuing Bank 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 Issuing Banks is valid, each such Issuing Bank 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 Issuing Bank 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 Issuing Banks with respect to any such L/C Disbursements.



     (h) Letter of Credit Reports. The Administrative Agent shall furnish (i) to each
Lender, with a copy to Platinum Holdings, by the fifth Business Day of each month a written report
summarizing issuance and expiration dates of each Syndicated Letter of Credit issued by such Lender
during the preceding month and drawings during such month under each outstanding Syndicated Letter
of Credit and (ii) to 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 Syndicated Letters of Credit issued by such Lender.



     (i) Non-NAIC Lenders. In the event any Lender gives notice to the Administrative
Agent that such Lender is a Non-NAIC Lender, (i) such Non-NAIC Lender shall cease to Issue
Syndicated Letters of Credit so long as it is a Non-NAIC Lender and shall use its commercially
reasonable efforts to enter into an agreement with a Lender to act as a Fronting Bank and to Issue
such Non-NAIC Lender’s Ratable Share of any Syndicated Letter of Credit (provided,
however, that subject to the terms of a letter agreement to be entered into on or prior to
the Restatement Effective Date, Wells Fargo, or its successor, in its capacity as a Fronting Bank,
will Issue the Ratable Share of ING of any Syndicated Letter of Credit); (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 any
Syndicated Letter of Credit of such Account Party such that the Non-NAIC Lender is removed from
such Syndicated Letter of Credit and the applicable Fronting Bank is added to such Syndicated
Letter of Credit to honor any draft drawn thereon in an amount equal to the Non-NAIC Lender’s
Ratable Share with respect to such Syndicated Letter of Credit; (iii) immediately upon the issuance
or amendment of any Syndicated Letter of Credit, each Non-NAIC Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the
applicable Fronting Bank a risk participation in each such Syndicated Letter of Credit in



63









 




accordance with Section 3.2(d) in an amount equal to such Non-NAIC Lender’s Ratable Share of
the Stated Amount of such Syndicated Letter of Credit; and (iv) each Non-NAIC Lender shall pay to
the applicable Fronting Bank a fronting fee computed on the risk participation purchased by such
Non-NAIC Lender from such Fronting Bank with respect to such Syndicated Letter of Credit at the
rate per annum as separately agreed to between such Non-NAIC Lender and such Fronting Bank (with
notice given by such Fronting Bank to Platinum Holdings in the event of any increase in such
fronting fee). Unless otherwise agreed between such Non-NAIC Lender, the applicable Fronting Bank
and the Administrative Agent, such fronting fee shall be paid by reducing the applicable Letter of
Credit Fee otherwise payable to such Non-NAIC Lender by an amount equal to such fronting fee and
paying the same to the applicable Fronting Bank. Notwithstanding the foregoing, under no
circumstances shall any Credit Party be obligated to pay any fees or increase in fees as a result
of any actions taken pursuant to this Section 3.1(i).




     Section 3.2 Participated Letters of Credit.



     (a) General. Subject to the terms and conditions set forth herein, any Account Party
may request the applicable Fronting Bank to Issue, at any time and from time to time during the
Availability Period, Tranche 1 or Tranche 2 Participated Letters of Credit for the account of such
Account Party, subject to the terms and conditions of this Section 3.2. Each Tranche 1 and Tranche
2 Participated Letter of Credit shall be substantially in the form of Exhibit C-2 or in such other
form as may be agreed by the applicable Fronting Bank and the Administrative Agent;
provided that the Administrative Agent and the applicable Fronting Bank will only agree to
reasonable changes to such form, not adverse to the interests of the Lenders, requested by any
beneficiary or applicable insurance regulator.



     (b) Notice of Issuance. To request the Issuance of a Participated Letter of Credit,
the applicable Account Party shall hand deliver or deliver by facsimile (or transmit by electronic
communication, if arrangements for doing so have been approved by the applicable Fronting Bank) to
the applicable Fronting Bank and the Administrative Agent (which shall, upon the request of any
Lender, provide to such Lender as soon as practicable a copy of the Participated Letter of Credit)
at least five Business Days in advance of the requested date of Issuance (or such shorter period as
is acceptable to the Administrative Agent and such Fronting Bank, including any request for the
Issuance of a Participated Letter of Credit on the Restatement Effective Date, subject to approval
by the Administrative Agent and the applicable 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”) executed by an Authorized Officer 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, whether
such Participated Letter of Credit is a Tranche 1 Letter of Credit or a Tranche 2 Letter of Credit,
if a Tranche 1 Letter of Credit, whether such Participated Letter of Credit will be secured by
Eligible Collateral, 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



64









 




delivery of any Participated Letter of Credit Notice with respect to the Issuance of any
Letter of Credit as a Participated Letter of Credit that is secured by Eligible Collateral, the
applicable Account Party shall deliver, if requested by the Administrative Agent, 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 aggregate Secured L/C 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 any
Fronting Bank, the Account Party shall submit a letter of credit application on such Fronting
Bank’s standard form (with such changes as such 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, any Fronting Bank relating to any Participated Letter of Credit, the
terms and conditions of this Agreement shall control.




     (c) Expiration of Participated Letters of Credit. 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 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 applicable Fronting Bank, 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 such Fronting Bank shall have delivered prior written notice of nonrenewal
to the beneficiary of such Participated Letter of Credit no later than the time specified in such
Participated Letter of Credit (which such 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 (or the
fronting for a Non-NAIC Lender in respect of a Syndicated Letter of Credit pursuant to Section
3.1(i)) by the applicable Fronting Bank and without any further action on the part of such Fronting
Bank or the applicable Lenders, the applicable Fronting Bank hereby grants to each applicable
Lender in respect of such Participated Letter of Credit (or to the Non-NAIC Lender in respect of
such Syndicated Letter of Credit), and each such Lender or such Non-NAIC Lender hereby acquires
from such Fronting Bank, participation in such Participated Letter of Credit or such Syndicated
Letter of Credit, respectively, in an amount equal to the Dollar Amount of such Lender’s Ratable
Share of the Stated Amount of such Participated Letter of Credit or such Syndicated Letter of
Credit, respectively, and the applicable Account Party’s reimbursement obligations with respect
thereto. Each Lender or Non-NAIC Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this Section 3.2(d) in respect of Participated Letters of Credit or
Syndicated Letters of Credit, respectively, is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including any amendment, renewal or extension of any such 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 or Non-NAIC Lender hereby absolutely and unconditionally agrees to



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pay to the Administrative Agent, for account of the applicable Fronting Bank, the Dollar
Amount of such Lender’s Ratable Share of each L/C Disbursement made by such Fronting Bank in
respect of any Participated Letter of Credit or Syndicated Letter of Credit, respectively, promptly
upon the request of such 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
applicable Fronting Bank or, to the extent that any Lender or Non-NAIC Lender has made payments
pursuant to this Section 3.2(d) to reimburse such Fronting Bank, then to such Lender or Non-NAIC
Lender and such Fronting Bank as their interests may appear. Any payment made by a Lender or
Non-NAIC Lender pursuant to this Section 3.2(d) to reimburse any Fronting Bank for any L/C
Disbursement made by it shall not relieve the applicable Account Party of its obligation to
reimburse such L/C Disbursement. Notwithstanding anything herein to the contrary, effective upon
any Commitment Increase pursuant to Section 2.19, each Lender’s participation in any Participated
Letter of Credit (and each Non-NAIC Lender’s participation in any Syndicated Letter of Credit)
outstanding on such date shall be adjusted to reflect its Ratable Share after giving effect to such
Commitment Increase.




     (e) Reimbursement. Each Account Party agrees that it shall reimburse the applicable
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 applicable
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 other than Dollars. Any such amount payable to such Fronting Bank shall be payable within
10 Business Days after demand by such Fronting Bank.



     (f) Disbursement Procedures; Funding of Participations.




     (i) Each 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 issued by it), examine all documents purporting to represent a demand for
payment under a Participated Letter of Credit. Such Fronting Bank shall promptly after such
examination notify the Administrative Agent and the applicable Account Party by telephone
(confirmed by facsimile or email) of such demand for payment and whether such Fronting Bank
has made or will make an 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 such Fronting Bank and the applicable Lenders with respect to any such L/C
Disbursement. If such Account Party shall fail to reimburse the applicable Fronting Bank
for such L/C Disbursement on the



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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 and any applicable Non-NAIC
Lender) shall upon such notice make funds available in Dollars to the Administrative Agent
for the account of the applicable Fronting Bank at the Payment Office in an amount equal to
(i) in the case of a Participated Letter of Credit, the Dollar Amount of its Ratable Share
of the unpaid L/C Disbursement, and (ii) in the case of a Non-NAIC Lender, its Percentage
Obligations of a Syndicated Letter of Credit being fronted by such Fronting Bank pursuant to
Section 3.1(i) (such amount, its “L/C Advance”) not later than 2:00 p.m., Charlotte
time, 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 applicable Fronting Bank for the amount of any payment made
by such Fronting Bank under such Participated Letter of Credit (or such Syndicated Letter of
Credit in the case of a Non-NAIC Lender), together with interest as provided herein.




     (ii) If any Lender fails to make available to the Administrative Agent for the account
of any 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), such 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 such
Fronting Bank at a rate per annum equal to the Federal Funds Rate. A certificate of such
Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any
amounts owing under this Section 3.2(f)(ii) shall be conclusive absent manifest error.
Until a Lender funds its L/C Advance pursuant to this Section 3.2(f) to reimburse any
Fronting Bank for any L/C Disbursement made by it, interest in respect of such Lender’s L/C
Advance shall be solely for the account of such Fronting Bank.



     (g) Repayment of Participations.




     (i) At any time after any Fronting Bank has made a payment under any Participated
Letter of Credit (or Syndicated Letter of Credit in the case of a Non-NAIC Lender) and has
received from any Lender such Lender’s L/C Advance in respect of such payment in accordance
with Section 3.2(f), if the Administrative Agent receives for the account of such 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 any
Fronting Bank pursuant to Section 3.2(f)(i) is required to be returned under any of



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the circumstances described in Section 2.12 (including pursuant to any settlement
entered into by such Fronting Bank in its discretion), each Lender shall pay to the
Administrative Agent for the account of such 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.



     (h) Letter of Credit Reports. Each 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 such Fronting Bank 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 such Fronting Bank.



     (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, the Fronting Banks and
the Lenders agree that, as of the Restatement Effective Date:



     (a) Each Existing Letter of Credit described on Schedule 3.3 issued for the account of any
Account Party under the Existing Credit Agreement and which remains outstanding as of the
Restatement Effective Date shall be deemed Issued under this Agreement as of the Restatement
Effective Date as a “Syndicated Letter of Credit” or “Participated Letter of Credit” under Tranche
1 or Tranche 2 all as set forth on such schedule.



     (b) As soon as possible following the Restatement Effective Date, each Existing Letter of
Credit that is a Syndicated Letter of Credit (an “Existing Syndicated Letter of Credit”)
shall be amended to replace each Existing Lender under the Existing Credit Agreement with each
Lender under this Agreement at the time of such amendment in accordance with each such Lender’s
Ratable Share, it being understood for the avoidance of doubt that such amendment shall not be
deemed a Credit Extension hereunder. Until an Existing Syndicated Letter of Credit has been
amended in accordance with this Section 3.3(b), each Existing Lender shall be deemed to have sold
and transferred to each Tranche 1 Lender or Tranche 2 Lender, as the case may be, and each such
Tranche 1 Lender or Tranche 2 Lender (each, a “Syndicated L/C Participant”) shall be deemed
irrevocably and unconditionally to have purchased and received from such Existing Lender, without
recourse or warranty, an undivided interest and participation, to the extent of such Lender’s
Ratable Share in such Existing Syndicated Letter of Credit, each drawing made thereunder, the
obligations of any Account Party under this Agreement with respect thereto and any security
therefor or guaranty pertaining thereto. Upon any change in the Commitments of the Lenders
hereunder, it is hereby agreed that, with respect to all outstanding Existing Syndicated Letters of
Credit and unpaid drawings with respect thereto, there shall be an automatic adjustment to the
participations pursuant to this Section 3.3(b) to reflect the new



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Ratable Share of each Lender. No Credit Party shall be obligated to pay any fees or increase
in fees as a result of any of the actions taken pursuant to this Section 3.3(b) other than the
customary fees Wells Fargo requires in connection with the amendment of letters of credit.




     (c) The obligation of each Syndicated L/C Participant to make payments to the Administrative
Agent for the account of the respective Existing Lender with respect to Existing Syndicated Letters
of Credit issued by it shall be irrevocable and not subject to counterclaim, setoff or other
defense or any other qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including any of the circumstances
set forth in Section 3.5.



     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 applicable 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 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 Restatement
Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in
effect or known to it as of the Restatement 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 Sections 3.1(c) and 3.2(c);




     (vi) the Administrative Agent shall have received written notice from the applicable
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;



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     (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 the applicable Fronting Bank; provided
that the Administrative Agent and, in respect of any change to a Participated Letter of
Credit, the applicable Fronting Bank can and will agree to reasonable changes to such form,
not adverse to the interests of the Lenders, requested by any beneficiary or applicable
insurance regulator;




     (x) such Letter of Credit is denominated in a currency other than Dollars or a Foreign
Currency;




     (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 applicable Fronting Bank has entered into
satisfactory arrangements with the Account Parties or such Lender to eliminate such 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 an L/C Disbursement under any Letter of Credit of such Account Party and of any
Lender to reimburse any Fronting Bank with respect to any L/C Disbursement made by such Fronting
Bank under any Participated Letter of Credit shall be absolute, 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 the following circumstances:




     (i) any lack of validity or enforceability of this Agreement, any of the other Credit
Documents, any Letter of Credit Document or any other agreement, document 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, modification or waiver of or any consent to departure from
all or any of the Letter of Credit Documents, regardless of whether any Account Party has
notice or knowledge thereof;




     (iii) the existence of any claim, setoff, defense or other right that any Account Party
may have at any time against any beneficiary named in a Letter of Credit, any transferee of
any Letter of Credit (or any Person for which any such beneficiary or any such transferee
may be acting), any Issuing Bank, the Administrative Agent, any Lender




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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, draft, certificate or 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, any errors, omissions,
interruptions or delays in transmission or delivery of any message, by mail, facsimile or
otherwise, or any errors in translation or in interpretation of technical terms;




     (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;




     (vii) any defense based upon the failure of any drawing under a Letter of Credit to
conform to the terms of the Letter of Credit (provided that any draft, certificate
or other document presented pursuant to such Letter of Credit appears on its face to comply
with the terms thereof), any nonapplication or misapplication by the beneficiary or any
transferee of the proceeds of such drawing or any other act or omission of such beneficiary
or transferee in connection with such Letter of Credit;




     (viii) the occurrence of any Default or Event of Default; or




     (ix) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including 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, any 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 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, a 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, a 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 Secured Tranche 1 Letters of Credit.



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     (a) Upon the initial Issuance of any Tranche 1 Letter of Credit hereunder, any Account Party
may elect, in the applicable Syndicated Letter of Credit Notice or Participated Letter of Credit
Notice, as the case may be, that such Letter of Credit be secured by Eligible Collateral. Each
Tranche 1 Letter of Credit Issued on a secured basis shall at all times remain secured by Eligible
Collateral so long as such Letter of Credit remains outstanding.



     (b) After the initial Issuance of any Tranche 1 Letter of Credit Issued on an unsecured basis,
any Account Party may elect, by delivering written notice to the Administrative Agent at least five
Business Days in advance of the end of any calendar quarter, that such Letter of Credit be secured
by Eligible Collateral. Such election by an Account Party shall become effective on the first day
of the immediately succeeding calendar quarter, provided that such Account Party has
delivered not later than 11:00 a.m., Charlotte time, on the Business Day immediately preceding such
day, (i) Eligible Collateral to the applicable Custodian having a Fair Market Value such that its
Borrowing Base shall equal or exceed the Secured L/C Exposure attributable to such Account Party at
such time and (ii) a Borrowing Base Report confirming that the Secured L/C Exposure attributable to
such Account Party, after giving effect to such election, does not exceed the Borrowing Base of
such Account Party at such time. Any Tranche 1 Letter of Credit secured after initial Issuance
pursuant to this Section 3.6(b) shall at all times remain secured by Eligible Collateral and
subject to the Borrowing Base requirements so long as such Letter of Credit remains outstanding.



     Section 3.7 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 3.8 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 3.7.



     Section 3.9 Collateralization of Letters of Credit.



     (a) On the Final Maturity Date (no later than 5:00 p.m., Charlotte time, on such day), each
Account Party shall deliver to the Administrative Agent as Cash Collateral an amount in cash equal
to (x) 103% of 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) plus (y) 103% of 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 (z) the aggregate portion of the Borrowing
Base of such Account Party consisting of cash at such time. 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 Banks and the Lenders.



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     (b) At any time and from time to time pursuant to Section 2.6(b) or 2.6(c), each Credit Party
shall deliver to the Administrative Agent such additional amount of Cash Collateral to the extent
required by such Section 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 Banks and the Lenders.



     (c) 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 known to
such Credit Party 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 (x) the aggregate Credit Exposure
attributable to such Account Party outstanding at such time (whether or not any beneficiary under
any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) minus
(y) the Borrowing Base of such Account Party at such time.



     (d) Each Account Party hereby grants to the Administrative Agent, for the benefit of the
Fronting Banks 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 Banks and the Lenders and such Account Party shall have no
interest therein except as set forth in Section 3.9(e). Amounts in the Cash Collateral Account
shall not bear interest.



     (e) 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 2.6(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 any Account Party is required to provide Cash Collateral as a result of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned to such Account
Party within three Business Days after all Events of Default have been cured or waived. If any
Account Party is required to provide Cash



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Collateral under Section 3.9(a) and as a result, the Borrowing Base of such Account Party
exceeds the aggregate Stated Amount of all Tranche 2 Letters of Credit (and all Tranche 1 Letters
of Credit secured pursuant to Section 3.6) of such Account Party outstanding at such time, Eligible
Collateral (other than cash) in an amount equal to such excess shall be promptly returned to such
Account Party.




     Section 3.10 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 Restatement 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 “Restatement Effective Date”) on which each of the
following conditions is satisfied (or waived in accordance with Section 11.5):



     (a) On the Restatement 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 facsimile) 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 Restatement Effective Date, the Administrative Agent shall have received (i) an
opinion from Dewey & LeBoeuf LLP, special New York counsel to the Credit Parties, which opinion
shall cover the matters contained in Exhibit G-1, (ii) an opinion from Conyers Dill & Pearman
Limited, special Bermuda counsel to Platinum Holdings and Platinum Bermuda, which opinion shall
cover the matters contained in Exhibit G-2, and (iii) an opinion from Funk & Bolton, P.A., special
Maryland counsel to Platinum US, which opinion shall cover the matters contained in Exhibit G-3; in
each case in form and substance reasonably satisfactory to the Administrative Agent, addressed to
the Administrative Agent and each of the Lenders and dated the Restatement Effective Date;



     (c) On the Restatement Effective Date, the Administrative Agent shall have received a
certificate, signed by an Authorized 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 Restatement Effective Date (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 in all material respects as of such date),
(ii) there are no material insurance regulatory proceedings pending or threatened in 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 Restatement Effective



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Date, both immediately before and after giving effect to the consummation of the transactions
contemplated by the Credit Documents and the initial Credit Extensions and the application of the
proceeds thereof and (iv) with respect to Platinum Holdings only, except for occurrences and their
related losses as disclosed in filings with the Securities and Exchange Commission prior to the
date hereof, there has not occurred since December 31, 2010, 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;




     (d) On the Restatement Effective Date, the Administrative Agent shall have received a
certificate of the secretary or an assistant secretary of each Credit Party, dated the Restatement
Effective Date and in form and substance reasonably satisfactory to the Administrative Agent,
certifying that (i) 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) 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) 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 such other Credit Documents, and
attaching all such copies of the documents described above;



     (e) On or prior to the Restatement 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 Washington D.C. and Bermuda) and in such other jurisdictions in which
Collateral is located on the Restatement Effective Date that 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



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Administrative Agent, and each such Account Control Agreement shall be in full force
and effect;



     (f) All approvals, permits and consents of any Governmental Authorities (including all
relevant Insurance Regulatory Authorities) or other Persons required in connection with the
execution and delivery of this Agreement and the other Credit Documents and the consummation of the
transactions contemplated hereby or thereby 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 or threatened in writing by any Governmental Authority having
jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been
instituted, threatened in writing 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, to impose materially adverse conditions
upon, or that otherwise relates 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) Except for occurrences and their related losses as disclosed in filings with the
Securities and Exchange Commission prior to the date hereof, since December 31, 2010, 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 have a Material Adverse Effect;



     (h) On the Restatement 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 Arrangers and Wells Fargo, the fees required
under the Fee Letters to be paid to them on the Restatement Effective Date, (ii) to the
Administrative Agent, the initial payment of the annual administrative fee described in the Fee
Letter, (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and
the Lenders required hereunder or under any other Credit Document to be paid on or prior to the
Restatement Effective Date (including legal fees and expenses) in connection with this Agreement,
the other Credit Documents and the transactions contemplated hereby and (iv) to the Administrative
Agent and Existing Lenders, all accrued and unpaid principal, interest and fees due under the
Existing Credit Agreement as of the Restatement Effective Date;



     (j) Platinum Holdings shall have delivered a Compliance Certificate calculated on a pro forma
basis as of March 31, 2011, after giving effect to the making of the initial Credit Extensions (if
any);



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     (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;



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



     (n) Each Existing Lender that will not be a Lender under this Agreement shall have executed
and delivered to the Administrative Agent an Existing Lender Agreement; and



     (o) Each of the Administrative Agent and the Lenders 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 Restatement Effective Date specifying its objection thereto.



     Section 4.2 Conditions Precedent to All Credit Extensions. The obligation of each
Lender and each 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 Restatement Effective Date shall have occurred;



     (b) 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 3.2(b), as
applicable. In the event that a Letter of Credit secured by Eligible Collateral is requested, the
applicable Credit Party shall have delivered a Borrowing Base Report on the Business Day
immediately preceding the proposed date of Issuance of such Letter of Credit;



     (c) 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 such 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).



     (d) The limitation on amounts set forth under Section 2.1 will not be exceeded immediately
after giving effect to any such Credit Extension;



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



     (f) 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



     (g) 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.



     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(c) through Section 4.2(g) 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 Banks 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 Banks 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 Credit Party 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 Restatement 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



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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 articles or certificate of incorporation, bylaws or other applicable formation or
organizational documents, (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, mortgage, lease, agreement, contract 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
Documents, result in or require the creation or imposition of any Lien upon any of its properties,
revenues 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 (i) filings of Uniform
Commercial Code financing statements and the filing of a charge with the Registrar of Companies in
Bermuda and other instruments and actions necessary to perfect the Liens created by the Security
Documents and (ii) 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 Restatement
Effective Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses
(including 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, in each instance under clause (i) or (ii) above, that
would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
As of the Restatement Effective Date, no Insurance Subsidiary transacts any insurance



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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 the report on Form 10-K for the Fiscal
Year ended December 31, 2010, of Platinum Holdings and as supplemented in written disclosure to the
Administrative Agent for distribution to the Lenders delivered prior to the date hereof, 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 expected, individually or in the aggregate, to
have 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 Restatement Effective Date, together with, for 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 on 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 on 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



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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, the
Arrangers or any Lender by or on behalf of any Credit Party for purposes of or in connection with
this Agreement, the other Credit Documents or the transactions contemplated hereby or thereby
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, the Arrangers or any Lender by or on 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 for occurrences and their related
losses as disclosed in any filing with the Securities and Exchange Commission prior to the date
hereof, there has been no Material Adverse Effect since December 31, 2010, and there exists no
event, condition or state of facts that could 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,
2010, 2009 and 2008, in each case with the related statements of operations and comprehensive
income, shareholders’ equity and cash flows for the Fiscal Year then ended, together with the
opinion of KPMG Bermuda (in the case of 2010 and 2009) or KPMG LLP (in the case of 2008) thereon,
and (ii) the unaudited consolidated balance sheet of Platinum Holdings and its Subsidiaries as of
March 31, 2011, and the related statements of income, shareholders’ equity and cash flows for the
three-month period then ended. Such consolidated financial statements have been prepared in
accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence
of notes required by GAAP 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, in each case 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



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the most recent financial statements and the notes thereto delivered pursuant to Section 6.1,
as of the date of such financial statements, no Credit Party 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, 2010, and 2009 and for
the Fiscal Years then ended, and (ii) the Quarterly Statement of Platinum US as of March 31, 2011,
and for the three-month period then ended, in each case as filed with the relevant Insurance
Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical
Statutory Statements (including the provisions made therein for investments and the valuation
thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all
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 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 respective 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 the applicable
provisions of ERISA and the Code, in each case except where noncompliance 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 Restatement 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 its 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 or any of its 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



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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 Credit Party, 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 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 the most recently ended Fiscal Year of Platinum Holdings
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 Investment Company Act. No Credit Party is an “investment company,” a
company “controlled” by an “investment company” or an “investment advisor,” within the meaning of
the Investment Company Act of 1940.



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     Section 5.16 Insurance. The assets, properties and business of each Credit Party and
each of its 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.



     (a) No Credit Party or any of its 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 of America 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.



     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, 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, 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 such filings and recordations that have
already been made and such stamp or similar taxes that have been paid.



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 Credit Party (solely as to itself and its Subsidiaries) covenants and agrees that:



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



     (a) As soon as available and in any event within 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 second Fiscal Quarter of Fiscal Year 2011, 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
Fiscal 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
Fiscal Quarter; and



     (b) As soon as available and in any event within 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 the Fiscal Year ending
December 31, 2011, an audited consolidated balance sheet of Platinum Holdings and its Subsidiaries
as of the end of such Fiscal Year and the related audited consolidated statements of operations and
comprehensive income, cash flows and shareholders’ equity for the Fiscal Year then ended, including
the notes thereto, and a condensed consolidating balance sheet of Platinum Holdings and its
Subsidiaries as of the end of such Fiscal Year and the related condensed consolidating statements
of operations and cash flows for the Fiscal Year then ended, in each case setting forth comparative
figures as of the end of and for the preceding Fiscal Year, all in reasonable detail, together with
(y) a report on the audited consolidated financial statements 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
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 GAAP, and disclosing any
material change in the application of accounting principles and practices during such year, and (z)
a letter from such accounting firm to the effect that, based on and in connection with their
examination of the audited consolidated 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 letter 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 its audit.



     Section 6.2 Statutory Financial Statements.



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     (a) 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, 2011, and a Quarterly Statement of Platinum US as of the end of each Fiscal Quarter
beginning with the Fiscal Quarter ending June 30, 2011, in each case in the form filed with the
Insurance Regulatory Authority in its jurisdiction of domicile, prepared in accordance with SAP,
or, at the option of Platinum Holdings 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.



     (b) Documents required to be delivered pursuant to Section 6.1, 6.2 or 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 behalf of Platinum Holdings 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 after 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, 2011, 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;



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     (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 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 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, suit, investigation or
proceeding against or affecting Platinum Holdings or any of its Subsidiaries, including any
investigation or proceeding by any Insurance Regulatory Authority or any other Governmental
Authority (other than inquiries and routine periodic investigations or reviews), that would
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,
and any material development in any litigation or other proceeding previously reported
pursuant to Section 5.5 or this Section 6.3(d);




     (iii) the receipt by Platinum Holdings or any of its Subsidiaries from any Insurance
Regulatory Authority or any 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 (i) a written statement of a
Responsible Officer of Platinum Holdings specifying the details of such ERISA



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Event and the action that Platinum Holdings has taken and proposes to take with respect
thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to
be filed with the PBGC and (iii) a copy of any notice delivered by the PBGC to Platinum
Holdings or such ERISA Affiliate with respect to such ERISA Event;




     (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 of its Subsidiaries
may incur any material liability pursuant to any Foreign Pension Plan;




     (vi) the occurrence of any decrease in (i) 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 (ii) 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 or the affected Credit Party 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. Each Credit
Party will, and will cause each of its 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.



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     Section 6.5 Compliance with Laws. Each Credit Party will, and will cause each of its
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 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. Each Credit Party will, and will cause each of
its 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 its
Subsidiaries; provided, however, that no Credit Party or any of its 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. Each Credit Party will, and will cause each of its
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. Each Credit Party will, and
will cause each of its 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) upon reasonable notice and during
business hours, as may be reasonably requested by the Administrative Agent, 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 in the presence of (except
during the continuance of an Event of Default) Platinum Holdings and the independent certified
public accounting firm of Platinum Holdings and its Subsidiaries (and by this provision the Credit
Parties authorize such accounting firm to discuss the finances and affairs of Platinum Holdings and
its Subsidiaries); provided that such accounting firm agrees to participate in such
discussions. 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



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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 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 of America 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 Secured L/C 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 (and the Tranche 1 Lenders, if applicable), 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 applicable 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 aggregate principal Dollar Amount of the Secured L/C Exposure
attributable to such Account Party at such time.



     (c) Each Account Party with Letters of Credit secured by Eligible Collateral outstanding that
have been issued for its account 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 Secured L/C 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”),
(i) on the Business Day immediately preceding the proposed date of Issuance of a Letter of Credit
secured by Eligible Collateral, (ii) within 10 Business Days after the end of each calendar month,
(iii) at and as of such other times as the Administrative Agent may reasonably request and (iv) 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



90









 




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 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 shall be at all times not 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 (i) the sum of (x) $1,258,000,000,
plus (y) 50% of Consolidated Net Income for each Fiscal Year (beginning with the Fiscal
Year ending December 31, 2011) for which Consolidated Net Income (measured at the end of each such
Fiscal Year) is a positive amount plus (z) 75% of the aggregate increases in shareholders’
equity of Platinum Holdings after March 31, 2011, by reason of the issuance or sale of Capital
Stock of Platinum Holdings (other than the issuance of Capital Stock by Platinum Holdings or any
Subsidiary to their respective directors, officers and employees pursuant to employee benefit
plans, employment agreements or other employment arrangements approved by the board of directors of
Platinum Holdings or such Subsidiary) or the issuance and sale of Capital Stock of any Subsidiary
of Platinum Holdings or other capital contribution to Platinum Holdings minus (ii) the
amount of any extraordinary dividend payment or repurchase of Capital Stock of Platinum Holdings
made during the term of this Agreement so long as and after giving effect thereto, (a) Consolidated
Tangible Net Worth is not less than $1,250,000,000, (b) no Default or Event of Default has occurred
and is continuing and (c) each such payment or repurchase has been approved by the board of
directors of Platinum Holdings.



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:



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     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 Material 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
Material 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 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 (other than Platinum Finance) will, 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 Restatement Effective Date 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) that, taken as a whole, are materially more
restrictive on the Subsidiary Credit Parties than those measures of



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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:




     (i) Liens in favor of the Administrative Agent and the Lenders created by or otherwise
existing under or in connection with this Agreement, the Security Documents or letter
agreements between a Fronting Bank, a Non-NAIC Lender and the Account Parties related to the
Issuance of Syndicated Letters of Credit hereunder;




     (ii) Permitted Liens;




     (iii) Liens in existence on the Restatement 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 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 (i) shall attach to such property concurrently with or within 90 days
after the acquisition thereof by Platinum Holdings or such Subsidiary, (ii) 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 (iii) 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 any Capital Stock of any Material Subsidiary), or enter into any
arrangement with any Person providing for the lease by any Credit Party or any Material 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:



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     (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 Material 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
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
(i) the aggregate amount of such Investments plus (ii) the Acquisition Amount of the
Investments permitted under Section 8.5(viii) does not exceed 10% of Consolidated Tangible
Net Worth; and



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     (viii) Investments consisting of Acquisitions made by Platinum Holdings (directly, or
indirectly through one or more Subsidiaries); provided that (w) 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; (x) 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 Acquisition Amount paid by
Platinum Holdings and its Subsidiaries in connection with each other Acquisition permitted
by this Section 8.5(viii) and the Investments permitted by Section 8.5(vii) consummated
prior thereto but after the Restatement Effective Date, shall exceed 10% of Consolidated
Tangible Net Worth; (y) 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 (z) 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 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 that (i) 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, (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 and (iii) notwithstanding the immediately preceding clause (ii), the Borrower and its
Subsidiaries may declare and pay dividends or interest payments, as the case may be, in respect of
any Hybrid Equity Securities and Preferred Securities so long as, at the




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time of and after giving effect to the declaration and payment of any such dividend or
interest payment, no Default or Event of Default under Section 9.1(a), clause (i) of Section
9.1(e), Section 9.1(f) or Section 9.1(g) has occurred and is continuing.




     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
notice of its intention to change such ending date at least 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 (i) will cause each Insurance Subsidiary to
maintain a Financial Strength Rating at all times and (ii) will not permit or cause the Financial
Strength Rating of any Insurance Subsidiary 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”:



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     (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 five 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, 6.3(d)(i), 6.4(i) or 6.11, or Article VII or VIII; or



     (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 Sections 9.1(a) and 9.1(b), and such failure shall continue unremedied for a period
of 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
Debtor Relief Law, (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), (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,



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(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 Debtor Relief Law, and such petition or case shall continue
undismissed and unstayed for a period of 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 30 days or in any event
later than five 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



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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 Restatement Effective Date or who shall have become a
member thereof subsequent to the date hereof after having been nominated, or 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 Section 9.2(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 or automatically and without
notice upon the occurrence of a Bankruptcy Event or an Event of Default pursuant to Section 9.1(j),
to deposit) with the Administrative Agent from time to time such additional amount of Cash
Collateral as is equal to 103% 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 at such time, such additional 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 3.9;



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     (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 or in equity.



     Section 9.3 Remedies; Setoff. 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
occurrence and during the continuance of any Event of Default, each Lender, each 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 offset 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, such
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 such Fronting Bank, whether or not such Obligations
may be contingent or unmatured. Each Lender and each Fronting Bank agrees promptly to notify the
applicable Credit Party and the Administrative Agent after any such setoff and application;
provided, however, that the failure to give such notice shall not affect the
validity of such setoff and application.



ARTICLE X




THE ADMINISTRATIVE AGENT



     Section 10.1 Appointment and Authority. Each of the Lenders (for purposes of this
Article X, references to the Lenders shall also mean the Fronting Banks) hereby irrevocably
appoints Wells Fargo 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 X 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. It is
understood and agreed that the use of the term “agent” (or any other similar term) herein or in any
other Credit Document with reference to the Administrative Agent is not intended to connote any
fiduciary or other implied (or express, except as provided in Section 3.1(e)) obligations arising
under agency doctrine of any applicable law. Instead, such term is used as a matter of market
custom, and is intended to create or reflect only an administrative relationship between
contracting parties.



     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



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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;



     (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,
including any action that may be in violation of the automatic stay under any Debtor Relief Law or
that may effect a forfeiture, modification or termination of property of a Defaulting Lender in
violation of any Debtor Relief 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 Sections 9.2 and 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






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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 a Fronting
Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or
such Fronting Bank unless the Administrative Agent shall have received notice to the contrary from
such Lender or such Fronting Bank prior to the making of such Loan or the issuance of such Letter
of Credit. The Administrative Agent may consult with 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 X 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. The
Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents
except to the extent that a court of competent jurisdiction determines in a final and
non-appealable judgment that the Administrative Agent acted with gross negligence or willful
misconduct in the selection of such sub-agents.



     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 of
America, or an Affiliate of any such bank with an office in the United States of America. If no
such successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within 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



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(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 in this Section 10.6.
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 10.6). 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 Section 11.1 and this Article X 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.




     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 book runners, Arrangers, Documentation Agents 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



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



ARTICLE XI




MISCELLANEOUS



     Section 11.1 Expenses; Indemnity; Damage Waiver.



     (a) Platinum Holdings shall pay (i) all reasonable and documented out-of-pocket expenses
incurred by the Administrative Agent and the Arrangers (including the reasonable and documented
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 and documented
out-of-pocket expenses incurred by the Administrative Agent or the Fronting Banks in connection
with the Issuance of any Letter of Credit or any demand for payment thereunder, (iii) all
reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender
or the Issuing Bank (including the reasonable and documented fees, charges and disbursements of any
counsel for the Administrative Agent, any Lender or any 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 11.1, or (B) in connection with the Loans made
or Letters of Credit Issued hereunder, including all such reasonable and documented out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit and (iv) any civil penalty or fine assessed by OFAC against, and all reasonable
and documented costs and expenses (including the reasonable and documented fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender) incurred in connection
with defense thereof by, the Administrative Agent or any Lender as a result of conduct of any
Borrower that violates a sanction enforced by OFAC.



     (b) Platinum Holdings shall indemnify the Administrative Agent (and any sub-agent thereof),
each 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,



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“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 any 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, or a Commitment of, 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 11.1(b) to be paid by it to the Administrative Agent (or any
sub-agent thereof), any Fronting Bank or any Related Party of any of the foregoing, each Lender
severally agrees to pay to the Administrative Agent (or any such sub-agent), such 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 any 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 any 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.



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     (e) All amounts due under this Section 11.1 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 EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY 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.



     (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.



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     (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 DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.3.



     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 facsimile as follows:




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




     (ii) if to any Lender, to it at its address (or facsimile 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 facsimile 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 therein.



     (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communication, including e-mail or by posting such notices or communications on internet
or intranet websites such as SyndTrak or a substantially similar electronic transmission system
(the “Platform”), 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



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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. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly
disclaim liability for errors or omissions in the communications effected thereby. No warranty of
any kind, express, implied or statutory, including any warranty of merchantability, fitness for a
particular purpose, non-infringement of third-party rights or freedom from viruses or other code
defects, is made by any Agent Party in connection with any such communications or the Platform. In
no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to any Credit Party, any Lender or any other Person or entity for
damages of any kind, including direct or indirect, special, incidental or consequential damages,
losses or expenses (whether in tort, contract or otherwise) arising out of any Credit Party’s or
the Administrative Agent’s transmission of any notices or communications through the Platform other
than for direct or actual damages resulting from the gross negligence or willful misconduct of such
Agent Party as determined by a final and nonappealable judgment of a court of competent
jurisdiction.




     (c) Any party hereto may change its address or facsimile 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 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;



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     (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) 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;



     (h) modify the definitions in Section 1.1 of “Required Tranche 2 Lenders” without the consent
of the Required Tranche 2 Lenders;



     (i) except as expressly provided in the Credit Documents, release any Collateral from the
Liens under all of the Security Documents to the extent that, immediately after giving effect
thereto, the aggregate Secured L/C Exposure attributable to any Account Party would exceed the
Borrowing Base of such Account Party, without the consent of each Tranche 2 Lender (and each
Tranche 1 Lender, if applicable);



     (j) modify the definitions in Section 1.1 of “Borrowing Base,” “Eligible Collateral” or
“Eligible Percentage” or Schedule 1.1(b) without the consent of each Lender; and



     (k) unless agreed to by the Fronting Banks 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 Banks or the Administrative Agent, as applicable, hereunder or under
any of the other Credit Documents.



     Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right
to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or
consent which by its terms requires the consent of all Lenders or each affected Lender may be
effected with the consent of the applicable Lenders other than Defaulting Lenders), except that the
Commitment of any Defaulting Lender may not be increased or



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extended without the consent of such Lender and (ii) if the Administrative Agent and Platinum
Holdings shall have jointly identified (each in its sole discretion) an obvious error or omission
of a technical or immaterial nature, in each case, in any provision of the Credit Documents, then
the Administrative Agent and the applicable Credit Parties shall be permitted to amend such
provision and such amendment shall become effective without any further action or consent of any
other party to any Credit Document if the same is not objected to in writing by the Required
Lenders within five Business Days following the posting of such amendment to the Lenders.




     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(e) or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of Section 11.6(g) (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(e) 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 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



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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
Banks 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(d), 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 Sections 2.15(a), 2.15(b), 2.16, 2.17 and 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 SUCH SYNDICATED LETTER OF CREDIT IS EITHER AMENDED OR
RETURNED BY THE BENEFICIARY AND REISSUED BY THE ADMINISTRATIVE AGENT, REMOVING OR AMENDING, AS THE
CASE MAY BE, THE ASSIGNING LENDER’S PERCENTAGE OBLIGATIONS AND REPLACING OR AMENDING THE SAME WITH
A PERCENTAGE OBLIGATIONS 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 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(e).




     (c) In connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other



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conditions thereto set forth herein, the parties to the assignment shall make such additional
payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof
as appropriate (which may be outright payment, purchases by the assignee of participations or
subparticipations, or other compensating actions, including funding, with the consent of Platinum
Holdings and the Administrative Agent, the applicable pro rata share of Loans previously requested
but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by
such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued
thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans, Syndicated
Letters of Credit and participations in Participated Letters of Credit in accordance with its
Credit Exposure. Notwithstanding the foregoing, in the event that any assignment of rights and
obligations of any Defaulting Lender hereunder shall become effective under applicable law without
compliance with the provisions of this Section 11.6(c), then the assignee of such interest shall be
deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.




     (d) 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 Banks, at any reasonable time and from time to time upon reasonable prior notice.



     (e) 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 Sections 11.5(a) through 11.5(d) that affects such
Participant. Subject to Section 11.6(f), the Credit Parties agree that each Participant shall be
entitled to the benefits of Sections 2.15(a), 2.15(b), 2.16 and 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). In the
event that a Lender sells participations as described above, such Lender, as non-fiduciary agent on
behalf of the Credit Parties, shall maintain (or cause to be maintained) a register on



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which it enters the names of all Participants and the principal amount (and related interest
amount) of each Participant’s interest (the “Participant Register”). The entries in the
Participant 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
Participant Register pursuant to the terms hereof as a Participant hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Participant Register shall be
available for inspection by each of the Credit Parties and the Fronting Banks, at any reasonable
time and from time to time upon reasonable prior notice. Notwithstanding the foregoing, each
Credit Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any
responsibility to determine the compliance of any Lender with the requirements of this Section
11.6(e) (it being understood that each Lender shall be responsible for ensuring its own compliance
with the requirements of this Section 11.6(e)).




     (f) A Participant shall not be entitled to receive any greater payment under Section 2.15(a),
2.15(b) or 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 the prior written consent of Platinum Holdings. 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.



     (g) 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 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.



     (h) 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.



     (i) 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.



     (j) Notwithstanding anything to the contrary contained herein, if any Fronting Bank assigns
all of its Commitments and Credit Extensions in accordance with this Section 11.6, such



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Fronting Bank may, and shall upon written notice received from Platinum Holdings, resign as a
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 such Fronting Bank. Such Fronting Bank shall retain all of the rights and
obligations of a 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 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 the provisions of Sections 2.15(a),
2.15(b), 2.16, 2.17 and 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. Without limiting the foregoing provisions of
this Section 11.9, if and to the extent that the enforceability of any provisions in this Agreement
relating to the Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good
faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the
extent not so limited.



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     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. Any Hedge Agreement between
the Borrower and any Hedge Party is an independent agreement governed by the written provisions of
such Hedge Agreement, which shall remain in full force and effect, unaffected by any repayment,
prepayment, acceleration, reduction, increase or change in the terms applicable to the Loans under
this Agreement, except as otherwise expressly provided in such Hedge Agreement, and any payoff
statement from the Administrative Agent relating to this Agreement shall not apply to such Hedge
Agreement except as expressly provided therein.



     Section 11.11 Confidentiality. Each of the Administrative Agent, the Lenders and the
Fronting Banks 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 Hedge Agreement or any action or proceeding relating to this
Agreement or any other Credit Document or any Hedge Agreement or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same
as those of this Section 11.11, 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, (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to any Credit Party and its obligations or (iii) to any credit insurance provider 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
11.11 or (y) becomes available to the Administrative Agent, any Lender, any 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.


For purposes of this Section 11.11, “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 any 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 Section 11.11 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.







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     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.



     Section 11.14 Disclosure of Information. Platinum Holdings agrees and consents to the
Administrative Agent’s and the Arrangers’ 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.



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     Section 11.16 Effectiveness of the Amendment and Restatement; Existing Credit
Agreement. This Agreement shall become effective on the Restatement Effective Date, and
thereafter shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Until this Agreement becomes effective, the Existing Credit
Agreement shall remain in full force and effect and shall not be affected hereby. On the
Restatement Effective Date, (i) all obligations of each Credit Party under the Existing Credit
Agreement shall become obligations of such Credit Party hereunder, secured by the Liens granted
under the Security Documents, (ii) the provisions of the Existing Credit Agreement shall be
superseded by the provisions hereof, (iii) each of the Lenders shall have the interest shown
opposite its name on Schedule 1.1(a) to this Agreement; and (iv) and each Existing Lender shall,
upon receipt of all amounts due and payable to it under the Existing Credit Agreement on the
Restatement Effective Date, be released from its obligations under the Existing Credit Agreement
and hereby waives the requirement of any notice to delivered under Section 2.5(b) of the Existing
Credit Agreement. Except as otherwise expressly stated hereunder, the term of this Agreement is
for all purposes deemed to have commenced on the Restatement Effective Date.



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, jointly and severally,
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 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;



117









 






     (iv) any change in the corporate existence, structure or ownership of any obligor, or
any proceeding under any Debtor Relief Law affecting any other obligor or its assets or any
resulting release or discharge of any obligation of any other obligor contained in any of
the Credit Documents;




     (v) the existence of any claim, setoff or other rights which any obligor may have at
any time against any other obligor, the Administrative Agent, any 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, any 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 Section 12.2(viii), 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 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



118









 




Credit Document, including any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of any Lender against any
other Credit Party or any other guarantor or any Collateral, whether or not such claim, remedy or
right arises in equity or under contract, statute or common law, including the right to take or
receive from any other Credit Party or any other guarantor, directly or indirectly, in cash or
other property or by setoff 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).



[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





119











 





     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/ Allan C. Decleir 	 
	 	 	Name:  	Allan C. Decleir 	 
	 	 	Title:  	Executive Vice President and Chief Financial
Officer 	 
	 
	 	PLATINUM UNDERWRITERS BERMUDA, LTD.

 	 
	 	By:  	/s/ Robert S. Porter 	 
	 	 	Name:  	Robert S. Porter 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	

PLATINUM UNDERWRITERS REINSURANCE, INC.

 	 
	 	By:  	/s/ H. Elizabeth Mitchell 	 
	 	 	Name:  	H. Elizabeth Mitchell 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	PLATINUM UNDERWRITERS FINANCE, INC.

 	 
	 	By:  	/s/ Allan C. Decleir 	 
	 	 	Name:  	Allan C. Decleir 	 
	 	 	Title:  	Executive Vice President, Chief Financial Officer and
Treasurer 	 
	 



SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS, LTD.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, as Fronting Bank and as a Lender

 	 
	 	By:  	/s/ Karen Hanke 	 
	 	 	Name:  	Karen Hanke 	 	 
	 	 	Title:  	Director 	 	 
	 



SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS, LTD.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, 

as Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Inna Kotsubey 	 
	 	 	Name:  	Inna Kotsubey 	 	 
	 	 	Title:  	Vice President 	 	 
	 



SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS, LTD.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 	ING BANK N.V., LONDON BRANCH, 

as Documentation Agent and as a Lender

 	 
	 	By:  	/s/ MER Sharman 	 
	 	 	Name:  	MER Sharman 	 	 
	 	 	Title:  	Managing Director 	 	 
	 
	 	 	 
	 	By:  	 /s/ M. Groen
 	 
	 	 	Name:  	M. Groen                                      	 	 
	 	 	Title:  	Director 	 	 
	 



SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS, LTD.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 	NATIONAL AUSTRALIA BANK LIMITED, as a Lender

 	 
	 	By:  	/s/ Bill Seabrook 	 
	 	 	Name:  	Bill Seabrook 	 	 
	 	 	Title:  	Director, FIG (Funds & Insurance) 	 	 
	 



SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS, LTD.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	BNP PARIBAS, as a Lender

 	 
	 	By:  	
Michael Albanese 	 
	 	 	Name:  	Michael Albanese 	 	 
	 	 	Title:  	Managing
Director 	 	 
	 
	 	By:  	
Riad Jafarov 	 
	 	 	Name:  	Riad Jafarov 	 	 
	 	 	Title:  	Vice
President 	 	 



SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS, LTD.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT







 









 








	 	 	 	 	 
	 	MIZUHO CORPORATE BANK (USA), as a Lender

 	 
	 	By:  	/s/ David Lim 	 
	 	 	Name:  	David Lim 	 	 
	 	 	Title:  	Senior Vice President 	 	 
	 



SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS, LTD.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	STATE STREET BANK AND TRUST COMPANY, as a Lender

 	 
	 	By:  	/s/ Kimberly R. Costa 	 
	 	 	Name:  	Kimberly R. Costa 	 	 
	 	 	Title:  	Vice President 	 	 
	 



SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS, LTD.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a Lender

 	 
	 	By:  	/s/ David Mahmood 	 
	 	 	Name:  	David Mahmood 	 	 
	 	 	Title:  	Managing Director 	 	 
	 



SIGNATURE PAGE TO PLATINUM UNDERWRITERS HOLDINGS, LTD.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT