EX-10.1






SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 3rd day of
December, 2007 (this “Second Amendment”), is entered into among Platinum Underwriters
Holdings, Ltd., an exempted company incorporated in Bermuda (the “Borrower”), various
Subsidiary Credit Parties (as defined in the hereinafter defined Credit Agreement) party hereto,
the Lenders (as defined in the hereinafter defined Credit Agreement) party hereto, and Wachovia
Bank, National Association, as Administrative Agent (the “Administrative Agent”).



RECITALS




A. The Borrower, the Subsidiary Credit Parties, the Lenders and the Administrative Agent are
parties to that certain Amended and Restated Credit Agreement dated as of September 13, 2006 as
amended by the First Amendment and Waiver to the Amended and Restated Credit Agreement dated as of
April 24, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”) providing for $400,000,000 Senior Credit Facilities. Capitalized terms
used herein without definition shall have the meanings given to them in the Credit Agreement as
they may be amended pursuant to this Second Amendment.



B. The Borrower has requested certain amendments to the Credit Agreement and the
Administrative Agent and the Required Lenders have agreed to make such amendments on the terms and
conditions 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 following
definitions are hereby added to Section 1.1 of the Credit Agreement in appropriate alphabetical
order:



“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.



“Second Amendment” shall mean the Second Amendment to Amended and
Restated Credit Agreement, dated as of December 3, 2007, among the Borrower, the
Subsidiary Credit Parties party thereto, the Lenders party thereto, and the
Administrative Agent.



“Second Amendment Effective Date” shall mean December 3, 2007.



1.2 Amendments to Section 1.1 Consisting of Modified Definitions. The following
definitions in Section 1.1 of the Credit Agreement are hereby amended and restated in their
entirety as follows:




“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, and for the avoidance of doubt shall not
include (i) 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, (ii) the obligations of Platinum Holdings or
Subsidiaries under any Hybrid Equity Securities to the extent that the total book value of
such Hybrid Equity Securities does not exceed 15% of the sum of Consolidated Indebtedness
and Consolidated Net Worth and (iii) intercompany Indebtedness.”




“Hybrid Equity Securities” shall mean any hybrid preferred securities
consisting of trust preferred securities, deferrable interest subordinated debt securities,
mandatory convertible debt or other hybrid securities that are shown on the consolidated
financial statements of Platinum Holdings as liabilities and (i) treated as equity by
Standard & Poor’s, and (ii) that, by its terms (or by the terms of any security into which
it is convertible for or which it is exchangeable) or upon the happening of any event or
otherwise, does not mature or is not mandatorily redeemable or is not subject to any
mandatory repurchase requirement, at any time on or prior to the date which is six months
after the Commitment Termination Date.”



1.3 Amendments to Section 8.7 (Restricted Payments): Section 8.7 of the Credit
Agreement is hereby amended by replacing the word “and” at the conclusion of clause (i) with a
comma, replacing the period at the end of clause (ii) with a comma, and adding a new clause (iii)
to read as follows:



“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 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.”



ARTICLE II




CONDITIONS OF EFFECTIVENESS




This Second Amendment shall become effective as of December 3, 2007 (the “Second Amendment
Effective Date”) when, and only when, each of the following conditions precedent shall have
been satisfied:



(a) The Administrative Agent shall have received, dated as of the Second Amendment Effective
Date, an executed counterpart hereof from each of the Credit Parties and the Required Lenders; and



(b) Since December 31, 2006 through the Second Amendment Effective Date, there has not
occurred (i) any Material Adverse Effect, or (ii) any event, condition or state of facts that would
reasonably be expected to have such a Material Adverse Effect.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




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 that each of the representations
and warranties set forth in the Credit Agreement and in the other Credit Documents shall be true
and correct in all material respects on and as of the Second Amendment Effective Date, with the
same effect as if made on and as of such 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 shall be true and correct in all material respects as of such date).



ARTICLE IV




ACKNOWLEDGEMENT AND CONFIRMATION OF THE CREDIT PARTIES




Each of the Credit Parties hereby confirms and agrees that, after giving effect to this Second
Amendment, the Credit Agreement and the other Credit Documents remain in full force and effect and
enforceable against the Credit Parties in accordance with their respective terms and shall not be
discharged, diminished, limited or otherwise affected in any respect, and represents and warrants
to the Lenders that it has no knowledge of any claims, counterclaims, offsets, or defenses to or
with respect to its obligations under the Credit Documents, or if such Credit Party has any such
claims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related to
the Credit Documents, the same are hereby waived, relinquished, and released in consideration of
the execution of this Second Amendment. This acknowledgement and confirmation by the Credit
Parties is made and delivered to induce the Administrative Agent, the Fronting Banks and the
Lenders to enter into this Second Amendment, and each of the Credit Parties acknowledges that the
Administrative Agent, the Fronting Banks and the Lenders would not enter into this Second Amendment
in the absence of the acknowledgement and confirmation contained herein.



ARTICLE V




MISCELLANEOUS




5.1 Governing Law. This Second Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York.



5.2 Full Force and Effect. Except as expressly amended hereby, the Credit Agreement
shall continue in full force and effect in accordance with the provisions thereof on the date
hereof. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar
import shall, unless the context otherwise requires, mean the Credit Agreement after amendment by
this Second Amendment. Any reference to the Credit Agreement or any of the other Credit Documents
herein or in any such documents shall refer to the Credit Agreement and Credit Documents as amended
hereby. This Second Amendment is limited as specified and shall not constitute or be deemed to
constitute an amendment, modification or waiver of any provision of the Credit Agreement except as
expressly set forth herein. This Second Amendment shall constitute a Credit Document under the
terms of the Credit Agreement.



5.3 Expenses. The Borrower agrees on demand (i) to pay all reasonable fees and
expenses of counsel to the Administrative Agent, and (ii) to reimburse the Administrative Agent for
all reasonable out-of-pocket costs and expenses, in each case, in connection with the preparation,
negotiation, execution and delivery of this Second Amendment and the other Credit Documents
delivered in connection herewith.



5.4 Severability. To the extent any provision of this Second Amendment 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 any such jurisdiction, without
prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of
this Second Amendment in any jurisdiction.



5.5 Successors and Assigns. This Second Amendment shall be binding upon, inure to the
benefit of and be enforceable by the respective successors and permitted assigns of the parties
hereto.



5.6 Construction. The headings of the various sections and subsections of this Second
Amendment have been inserted for convenience only and shall not in any way affect the meaning or
construction of any of the provisions hereof.



5.7 Counterparts. This Second Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this Second Amendment by
telecopy shall be effective as delivery of a manually executed counterpart of this Second
Amendment.



[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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



PLATINUM UNDERWRITERS HOLDINGS, LTD.



By: /s/ James A. Krantz

Name: James A. Krantz

Title: Executive Vice President







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/ James A. Krantz

Name: James A. Krantz

Title: Executive Vice President





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



By: /s/ Karen Hanke

Name: Karen Hanke

Title: Director




CITIBANK, N.A., as a Documentation Agent, Fronting Bank and a Lender



By: /s/ Michael A. Taylor

Name: Michael A. Taylor

Title: Managing Director/Senior Credit Officer




HSBC BANK USA, NATIONAL ASSOCIATION, as a Documentation Agent and a Lender



By: /s/ Daniel G. Serrano

Name: Daniel G. Serrano

Title: SVP




BAYERISCHE HYPO-UND VEREINSBANK AG, as a Documentation Agent and a Lender



By: /s/ Thomas Lee 

Name: Thomas Lee 

Title: Vice President




By: /s/ Stephen R. Leuker 

Name: Stephen R. Leuker

Title: Director




ING BANK N.V., LONDON BRANCH, as a Documentation Agent and a Lender



By: /s/ N.J. Marchant

Name: N.J. Marchant

Title: Director




By: /s/ M.E.R. Sharman

Name: M.E.R. Sharman

Title: Managing Director




COMERICA BANK, as a Lender



By: /s/ Chatpaet Saipetch

Name: Chatpaet Saipetch

Title: V.P.





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