Exhibit 10.2**FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT**     **THIS FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT**, dated as of the24th day of April, 2007 (this “First Amendment”), is entered into among PlatinumUnderwriters Holdings, Ltd., an exempted company incorporated in Bermuda (the “Borrower”),various Subsidiary Credit Parties (as defined in the hereinafter defined Credit Agreement) partyhereto, the Lenders (as defined in the hereinafter defined Credit Agreement) party hereto, andWachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”).**RECITALS**     A. The Borrower, the Subsidiary Credit Parties, the Lenders and the Administrative Agent areparties to that certain Amended and Restated Credit Agreement dated as of September 13, 2006 (asamended, restated, supplemented or otherwise modified from time to time, the “CreditAgreement”) providing for $400,000,000 Senior Credit Facilities. Capitalized terms used hereinwithout definition shall have the meanings given to them in the Credit Agreement as they may beamended pursuant to this First Amendment.     B. The Borrower has requested certain amendments to the Credit Agreement and theAdministrative Agent and the Required Lenders have agreed to make such amendments on the terms andconditions set forth herein.**STATEMENT OF AGREEMENT**     **NOW, THEREFORE**, in consideration of the foregoing and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:**ARTICLE I****AMENDMENTS TO CREDIT AGREEMENT**     1.1 Amendments to Section 1.1 Consisting of New Definitions. The followingdefinitions are hereby added to Section 1.1 of the Credit Agreement in appropriate alphabeticalorder:     “First Amendment” shall mean the First Amendment and Waiver to Amendedand Restated Credit Agreement, dated as of April ___, 2007, among the Borrower, theSubsidiary Credit Parties party thereto, the Lenders party thereto, and theAdministrative Agent.     “First Amendment Effective Date” shall mean the date upon which theconditions to the effectiveness of the First Amendment set forth in Article IIthereof are satisfied or waived in accordance with their terms.
 

 
     1.2 Amendments to delete Platinum UK as a Subsidiary Credit Party. As of the FirstAmendment Effective Date but subject to the terms and conditions herein, Platinum Re (UK) Limited,a company incorporated in England and Wales, will be removed as a Subsidiary Credit Party under theCredit Agreement. Accordingly, the defined term “Platinum UK” shall be deleted from the CreditAgreement at such time and the definitions of “Account Party”, “Borrower”, “Insurance Subsidiary”,“Subsidiary Credit Party”, and Sections 1.5(a), 1.5(b) and 2.16(e) of the Credit Agreement shall beamended by deleting any reference to Platinum UK therein at such time.**ARTICLE II****CONDITIONS OF EFFECTIVENESS**     This First Amendment shall become effective as of the date (the “First Amendment EffectiveDate”) when, and only when, each of the following conditions precedent shall have beensatisfied:     (a) The Administrative Agent shall have received, dated as of the First Amendment EffectiveDate, an executed counterpart hereof from each of the Credit Parties and the Required Lenders;     (b) Since December 31, 2006 through the First Amendment Effective Date, there has not occurred(i) any Material Adverse Effect, or (ii) any event, condition or state of facts that wouldreasonably be expected to have such a Material Adverse Effect;     (c) Platinum UK shall have cash collateralized in the manner set forth in Section 3.8 of theCredit Agreement or otherwise made credit support arrangements satisfactory to Wachovia in respectof Irrevocable Standby Letter of Credit Number SM217773W (hereinafter, the “Existing Letter ofCredit”) issued for the account of Platinum UK by Wachovia on January 10, 2006 (as amended onDecember 26, 2006) for the benefit of Euler Hermes ACI in the stated amount of $77,631; and     (d) The Administrative Agent shall have received such other documents, certificates, opinions,and instruments, including without limitation the necessary board resolutions to effectuate theScheme of Operations, in connection with the transactions contemplated hereby as it shall havereasonably requested.**ARTICLE III****REPRESENTATIONS AND WARRANTIES**     Each of the Credit Parties (solely as to itself and its Subsidiaries) represents and warrantsto the Administrative Agent, the Fronting Banks and the Lenders as follows:     (a) Each of the representations and warranties set forth in the Credit Agreement and in theother Credit Documents shall be true and correct in all material respects on and as of the FirstAmendment Effective Date, with the same effect as if made on and as of such date (except to theextent any such representation or warranty is expressly stated to have been made as of a
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specific date, in which case such representation or warranty shall be true and correct in allmaterial respects as of such date); and     (b) As of the First Amendment Effective Date, (i) other than the Existing Letter of Credit, noLetters of Credit or Loans are outstanding for the account of Platinum UK; (ii) all fees, interestor other amounts payable under the Credit Agreement or the other Credit Documents by Platinum UKhave been paid in full and (iii) no other Obligations of Platinum UK remain outstanding.**ARTICLE IV****ACKNOWLEDGEMENT AND CONFIRMATION OF THE CREDIT PARTIES**     Each of the Credit Parties hereby confirms and agrees that, after giving effect to this FirstAmendment, the Credit Agreement and the other Credit Documents remain in full force and effect andenforceable against the Credit Parties in accordance with their respective terms and shall not bedischarged, diminished, limited or otherwise affected in any respect, and represents and warrantsto the Lenders that it has no knowledge of any claims, counterclaims, offsets, or defenses to orwith respect to its obligations under the Credit Documents, or if such Credit Party has any suchclaims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related tothe Credit Documents, the same are hereby waived, relinquished, and released in consideration ofthe execution of this First Amendment. This acknowledgement and confirmation by the Credit Partiesis made and delivered to induce the Administrative Agent, the Fronting Banks and the Lenders toenter into this First Amendment, and each of the Credit Parties acknowledges that theAdministrative Agent, the Fronting Banks and the Lenders would not enter into this First Amendmentin the absence of the acknowledgement and confirmation contained herein.**ARTICLE V****EXISTING LETTER OF CREDIT**     Notwithstanding the removal of Platinum UK as a Credit Party as of the First AmendmentEffective Date, the obligations of the Lenders to make payments to the Administrative Agent for theaccount of Platinum UK with respect to the Existing Letter of Credit and the obligation of PlatinumUK to reimburse with respect to any L/C Disbursement under the Existing Letter of Credit, and anyfees, expenses, indemnities and other obligations owing, due or payable in respect thereof, remainin full force and effect and enforceable against such parties and shall not be discharged,diminished, limited or otherwise affected in any respect as a result of this First Amendment. TheBorrower acknowledges and agrees that its obligations under Section 11.1(b) and Article XII of theCredit Agreement in respect of the Existing Letter of Credit remain in full force and effect. TheBorrower and Platinum UK agree to use their commercially reasonable best efforts to promptly causethe Existing Letter of Credit to be returned by the beneficiary thereof to the Administrative Agentfor cancellation and that the Administrative Agent is authorized to deliver a notice of nonrenewalto the beneficiary of the Existing Letter of Credit at any time after the First Amendment EffectiveDate.
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**ARTICLE VI****WAIVER**     The Borrower has notified the Lenders of its determination to renew the business of PlatinumUK into Platinum Bermuda retroactive to January 1, 2007 and to conduct a run-off of the business ofPlatinum UK in accordance with the Platinum Re (UK) Scheme of Operations approved by the FinancialServices Authority in the United Kingdom to take effect as of June 30, 2007 (the “Scheme ofOperations”). The Scheme of Operations includes the following elements: (i) a loss portfoliotransfer of the net retained liabilities of Platinum UK to Platinum Bermuda, such loss portfolio tobe 100% collateralized; and (ii) the repatriation of the surplus or excess capital of Platinum UK.Accordingly, in consideration of the premises and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Required Lenders hereby agree towaive any noncompliance with or breach of any provision of the Credit Agreement, any Default orEvent of Default under the Credit Agreement that has arisen or may hereafter arise solely as aresult of the implementation of the Scheme of Operations in accordance with its terms or the saleof the stock or assets of Platinum UK, provided that any surplus or excess capital that istransferred out of Platinum UK by way of a share buyback or dividend or other distribution byPlatinum UK and/or proceeds from the sale of Platinum UK or its assets shall be transferred throughor from Platinum UK’s parent, Platinum Regency Holdings, to the Borrower or a Subsidiary thereof,subject to the receipt of any applicable regulatory approval (the Borrower hereby agreeing toforthwith exercise commercially reasonable efforts to take all actions permitted by law andnecessary to obtain any such approval). The waiver set forth herein is limited as specified, andshall not constitute or be deemed to constitute an amendment, modification or waiver of anyprovision of the Credit Agreement or waiver of any Default or Event of Default except as expresslyset forth herein.**ARTICLE VII****MISCELLANEOUS**     7.1 Governing Law. This First Amendment shall be governed by and construed andenforced in accordance with the laws of the State of New York.     7.2 Full Force and Effect. Except as expressly amended hereby, the Credit Agreementshall continue in full force and effect in accordance with the provisions thereof on the datehereof. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of similarimport shall, unless the context otherwise requires, mean the Credit Agreement after amendment bythis First Amendment. Any reference to the Credit Agreement or any of the other Credit Documentsherein or in any such documents shall refer to the Credit Agreement and Credit Documents as amendedhereby. This First Amendment is limited as specified and shall not constitute or be deemed toconstitute an amendment, modification or waiver of any provision of the Credit Agreement except asexpressly set forth herein. This First Amendment shall constitute a Credit Document under theterms of the Credit Agreement.     7.3 Expenses. The Borrower agrees on demand (i) to pay all reasonable fees andexpenses of counsel to the Administrative Agent, and (ii) to reimburse the Administrative Agent forall reasonable out-of-pocket costs and expenses, in each case, in connection with the
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preparation, negotiation, execution and delivery of this First Amendment and the other CreditDocuments delivered in connection herewith.     7.4 Severability. To the extent any provision of this First Amendment is prohibitedby or invalid under the applicable law of any jurisdiction, such provision shall be ineffectiveonly to the extent of such prohibition or invalidity and only in any such jurisdiction, withoutprohibiting or invalidating such provision in any other jurisdiction or the remaining provisions ofthis First Amendment in any jurisdiction.     7.5 Successors and Assigns. This First Amendment shall be binding upon, inure to thebenefit of and be enforceable by the respective successors and permitted assigns of the partieshereto.     7.6 Construction. The headings of the various sections and subsections of this FirstAmendment have been inserted for convenience only and shall not in any way affect the meaning orconstruction of any of the provisions hereof.     7.7 Counterparts. This First Amendment may be executed in any number of counterpartsand by different parties hereto on separate counterparts, each of which when so executed anddelivered shall be an original, but all of which shall together constitute one and the sameinstrument. Delivery of an executed counterpart of a signature page of this First Amendment bytelecopy shall be effective as delivery of a manually executed counterpart of this First Amendment.[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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     **IN WITNESS WHEREOF**, the parties hereto have caused this First Amendment to be executed bytheir duly authorized officers as of the date first above written.                **PLATINUM UNDERWRITERS HOLDINGS, LTD.**           By: /s/ Joseph F. Fisher           Name: Joseph F. Fisher    Title: CFO           **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           **PLATINUM RE (UK) LIMITED**           By: /s/ M. J. Coldman           Name: M. J. Coldman    Title: CEO & Managing Director           **PLATINUM UNDERWRITERS FINANCE, INC.**           By: /s/ Joseph F. Fisher           Name: Joseph F. Fisher    Title: CFO  SIGNATURE PAGE TO