Exhibit 10.1

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT

dated 2 JULY 2013

RELATING TO A FACILITY AGREEMENT DATED 31 JULY 2012 FOR

PLATINUM UNDERWRITERS BERMUDA, LTD.

with

NATIONAL AUSTRALIA BANK LIMITED

acting as Agent

and

NATIONAL AUSTRALIA BANK LIMITED

acting as Security Agent

Ref: OE

Linklaters LLP

CONTENTS

THIS AGREEMENT is dated 2 July 2013 and made between:

IT IS AGREED as follows:

In this Agreement:

“ Amended Agreement ” means the Original Facility Agreement, as amended and restated in the form set out in Schedule 2 ( Form of Amended Agreement ).

“ Effective Date ” means the date of the notification by the Agent under Clause 2 ( Conditions precedent ).

“ Original Facility Agreement ” means the US$75,000,000 facility agreement dated 31 July 2012 between the Parties (other than the Increase Bank).

“ Party ” means a party to this Agreement.

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

In accordance with the Original Facility Agreement, each of the Guarantor and the Agent designate this Agreement as a Finance Document.

- 1 -

The provisions of Clause 4 ( Amendment ) and Clause 5 ( Increase ) shall be effective only if the Agent has received all the documents and other evidence listed in Schedule 1 ( Conditions precedent ) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower, the Guarantor, the Original Bank and the Increase Bank promptly upon being so satisfied.

Each Obligor makes the Repeating Representations, by reference to the facts and circumstances then existing:

but as if references in Clause 17 ( Representations ) of the Original Facility Agreement to “the Finance Documents” include this Agreement and, on the Effective Date, the Amended Agreement.

With effect from the Effective Date the Original Facility Agreement shall be amended and restated in the form set out in Schedule 2 ( Form of Amended Agreement ).

The provisions of the Original Facility Agreement and the other Finance Documents (including the guarantee and indemnity of the Guarantor and the security granted under the Pledge Agreement) shall, save as amended by this Agreement, continue in full force and effect.

- 2 -

The Guarantor shall, as soon as reasonably practicable and in any event within three Business Days of demand, reimburse the Finance Parties for the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.

The Guarantor shall pay to the Increase Bank (for its own account) a fee in the amount agreed in a Fee Letter dated on or about the date of this Agreement.

The provisions of Clause 30 ( Notices ) and Clause 38 ( Enforcement ) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

- 3 -

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

- 4 -

[PART I

SCHEDULE 1

C ONDITIONS PRECEDENT

A legal opinion of Conyers Dill & Pearman Limited, legal advisers to the Borrower and Guarantor in Bermuda, substantially in the form distributed to the Agent prior to signing this Agreement.

- 5 -

SCHEDULE 2

F ORM OF A MENDED A GREEMENT

(see Exhibit 10.2 to this Current Report on Form 8-K)

- 6 -

SIGNATURES

- 7 -

- 8 -

Exhibit 10.2

FINAL VERSION

UNCOMMITTED U.S.$125,000,000

FACILITY AGREEMENT

dated 31 July 2012

as amended and restated on the Effective Date

for

PLATINUM UNDERWRITERS BERMUDA, LTD.

arranged by

NATIONAL AUSTRALIA BANK LIMITED

with

NATIONAL AUSTRALIA BANK LIMITED

acting as Agent

and

NATIONAL AUSTRALIA BANK LIMITED

acting as Security Agent

Ref: OE/WE

Linklaters LLP

CONTENTS

(i)

(ii)

THIS AGREEMENT is originally dated 31 July 2012 and is as amended and restated on the Effective Date and made between:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

“ A. M. Best ” means A. M. Best Company, Inc, or any successor entity thereto.

“ Affiliate ” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“ Agent’s Spot Rate of Exchange ” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

“ Amendment Agreement ” means the amendment and restatement agreement dated 2 July 2013 in respect of this Agreement between, amongst others, the Borrower, the Guarantor and the Agent.

“ APRA ” means the Australian Prudential Regulation Authority, or any successor entity thereto.

“ APRA List ” means, at any time, the most current list of entities disqualified by the APRA at that time.

“ APRA Approved Bank ” means any Bank that is not listed on the APRA List.

“ Assignment Agreement ” means an agreement substantially in the form set out in Schedule 5 ( Form of Assignment Agreement ) or any other form agreed between the relevant assignor and assignee.

1

“ AUS Cedants ” means those persons who have entered into contracts of insurance, reinsurance or retrocession with the Borrower and which are domiciled in Australia, and where (a) the liability of the Borrower under the contracts of insurance, reinsurance or retrocession is expressed in Australian Dollars or New Zealand Dollars, and (b) the premium payable to or for the account of the Borrower has been paid or is payable in Australian Dollars or New Zealand Dollars.

“ Australian Dollars ” and “ A$ ” means the lawful currency of Australia.

“ Authorisation ” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“ Availability Period ” means the period from and including the date of this Agreement to and including the date on which the Agent gives the Guarantor notice of the Termination Date.

“ Available Facility ” means the aggregate for the time being of each Bank’s Available Stated Amount.

“ Available Stated Amount ” means a Bank’s Stated Amount minus:

other than that Bank’s participation in any Utilisations that are due to be reduced or cancelled other than by way of the provision of Collateral Cover on or before the proposed Utilisation Date.

“ Bank ” means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“ Base Currency ”, “ U.S.$ ” and “ U.S. Dollars ” means United States dollars.

“ Base Currency Amount ” means, in relation to a Utilisation, the amount specified in the Utilisation Request delivered by the Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is five Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request, and as adjusted under Clause 5.7 ( Revaluation of Letters of Credit )) adjusted to reflect any repayment or prepayment of the Utilisation.

“ Beneficiary ” means the beneficiary under a Letter of Credit.

“ Bilateral Facility ” means the committed letter of credit issuance facility, between, among others, the Borrower, the Guarantor and Citibank Europe plc dated 30 June 2011.

2

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York City, Sydney and Hamilton, Bermuda, and (in relation to any date for payment or purchase of a currency) the principal financial centre of the country of that currency.

“ 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.

“ Cash ” has the meaning given to it in Clause 7.3 ( Amount of Collateral Cover ).

“ 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 the Guarantor or any of its Subsidiaries for the sole purpose of investing in Financial Indebtedness of the type described in paragraph (i) above, which, in the case of Catastrophe Bonds purchased by the Guarantor or any of its Subsidiaries, are purchased in accordance with its customary reinsurance underwriting procedures.

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

“ Claim Period ” means the period for which a Claim Amount is unpaid under Clause 6.3 ( Claims under a Letter of Credit ).

“ Collateral ” has the meaning given to it in the Pledge Agreement.

“ Collateral Cover ” has the meaning given to it in Clause 7 ( Collateral Cover ).

“ Collateral Report ” means a report in respect of the Collateral, substantially in the form set out in Schedule 12 ( Form of Collateral Report ) (or in such other form as may be agreed between the Borrower and the Agent).

“ Compliance Certificate ” means a certificate substantially in the form set out in Schedule 7 ( Form of Compliance Certificate ).

“ Confidential Information ” means all information relating to the Guarantor, any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

3

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

“ Confidentiality Undertaking ” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Guarantor and the Agent.

“ Consolidated Net Income ” has the meaning given to it in Clause 19.2 ( Definitions ).

“ Control Agreement ” means the agreement between the Borrower, the Security Agent and the Custodian in relation to the Custody Accounts dated on or about the date of this Agreement.

“ Custodian ” means State Street Bank and Trust Company.

“ Custody Accounts ” means the accounts of the Borrower with the Custodian over which Security has been granted pursuant to the terms of the Pledge Agreement and perfected pursuant to the terms of the Control Agreement.

“ Default ” means an Event of Default or any event or circumstance specified in Clause 21 ( Events of Default ) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“ Disqualified Capital Stock ” has the meaning given to it in Clause 19.3 ( Definitions ).

“ Disruption Event ” means either or both of:

4

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“ Effective Date ” has the meaning given to it in the Amendment Agreement.

“ Event of Default ” means any event or circumstance specified as such in Clause 21 ( Events of Default ).

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

“ Expiry Date ” means, for a Letter of Credit, the last day of its Term.

“ Facility ” means the letter of credit facility made available under this Agreement as described in Clause 2 ( The Facility ).

“ Facility Office ” means the office or offices notified by a Bank to the Agent in writing on or before the date it becomes a Bank (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“ Fair Market Value ” means, as to any Collateral Cover, (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 thereof, and (iii) with respect to any Collateral Cover (other than those set forth in paragraphs (i) and (ii) above), the price for such Collateral Cover on the date of calculation obtained from a generally recognized source approved by the Agent or the most recent bid quotation from such approved source.

“ Fee Letter ” means any letter or letters dated on or about the date of this Agreement between, as the case may be, the Arranger and the Borrower, the Agent and the Borrower or the Security Agent and the Borrower setting out any of the fees referred to in Clause 10 ( Fees ).

“ Finance Document ” means this Agreement, any Fee Letter, any Security Document, the Control Agreement, the L/C Fee Rate/Margin Side Letter and any other document designated as such by the Agent and the Guarantor in writing.

“ Finance Party ” means the Agent, the Security Agent, the Arranger or a Bank.

“ Financial Indebtedness ” means, with respect to any person, at the time of determination (without duplication),

5

“ Financial Officers ” means, with respect to the Guarantor, the chief executive officer, chief financial officer, treasurer and general counsel of the Guarantor.

“ GAAP ” means, in respect of persons incorporated or organised in Bermuda, generally accepted accounting principles in the United States of America.

“ Group ” means the Guarantor and its Subsidiaries for the time being.

6

“ 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 Financial Indebtedness, liability or other obligation (the “ primary obligation ”) of another person (the “ primary obligor ”), whether or not contingent:

provided, however, that, with respect to the Guarantor 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:

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.

“ 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.

“ Holding Company ” means, in relation to a company, corporation or other legal entity, any other company, corporation or other legal entity in respect of which it is a Subsidiary.

“ Increase Bank ” has the meaning given to that term in Clause 2.3 ( Increase ).

“ Increase Confirmation ” means a confirmation substantially in the form set out in Schedule 11 ( Form of Increase Confirmation ).

7

“ Insurance Regulatory Authority ” means, with respect to the Borrower, 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 the Borrower, in each other jurisdiction in which the Borrower conducts business or is licensed to conduct business.

“ L/C Admin Fee Rate ” means the L/C Admin Fee Rate (as defined in the L/C Fee Rate/Margin Side Letter).

“ L/C Drawn Rate ” means, in relation to any Claim Amount, the percentage rate per annum which is the aggregate of the applicable:

“ L/C Fee Rate ” means the L/C Fee Rate (as defined in the L/C Fee Rate/Margin Side Letter).

“ L/C Fee Rate/Margin Side Letter ” means the letter dated on or about the Effective Date between the Agent and the Borrower setting out the L/C Fee Rate, the L/C Admin Fee Rate and the Margin.

“ L/C Outstanding Period ” means each period during which any Letter of Credit is outstanding and has not been repaid or prepaid in full.

“ L/C Outstanding Undertaking ” means each undertaking in Clause 20.3 ( Negative pledge ), Clause 20.6 ( Insurance ) and Clause 20.7 ( Financial Indebtedness ).

“ L/C Proportion ” means, in relation to a Bank in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Bank’s Available Stated Amount to the Available Facility immediately prior to the issue of that Letter of Credit (taking into account any deduction from the Available Facility under paragraph (d) of Clause 5.4 ( Issue of Letters of Credit )), adjusted to reflect any assignment or transfer under this Agreement to or by that Bank.

“ L/C Stated Amount ” means, in relation to a Bank in respect of any Letter of Credit, the participation of that Bank to the Beneficiary under that Letter of Credit.

“ Letter of Credit ” means a standby letter of credit, substantially in the form set out in Schedule 10 ( Form of Letter of Credit ) or in any other form requested by the Borrower and agreed by the Agent (with the prior consent of all the Banks participating in that standby letter of credit).

“ Letter of Credit Schedule ” means a schedule to a Letter of Credit detailing the Banks’ L/C Stated Amount under that Letter of Credit as may be adjusted from time to time in accordance with Clause 5.6 ( Adjusted Letter of Credit Schedule ).

“ Liabilities ” has the meaning given to it in the Pledge Agreement.

“ LIBOR ” means, in relation any Claim Amount:

8

as of 10:00 a.m. on each day of the Claim Period and, if any such applicable Screen Rate or Reference Bank Rate is below zero, LIBOR will be deemed to be zero.

“ LMA ” means the Loan Market Association.

“ Loss Share Date ” means, at any time after any amount has become payable to the Beneficiary under a Letter of Credit, any date on which any amount due and owing to a Bank in respect of a claim under a Letter of Credit in relation to that payment has not been repaid and/or discharged.

“ Loss Share Proportion ” means, in respect of a Bank and a Loss Share Date, the aggregate of its L/C Stated Amount under all outstanding Letters of Credit as a proportion of the aggregate of the L/C Stated Amount of all Banks under all outstanding Letters of Credit.

“ Majority Banks ” means:

“ Margin ” means, at any time, the Margin (as defined in the L/C Fee Rate/Margin Side Letter at that time).

“ Material Adverse Effect ” means a material adverse effect upon:

“ Money Market Mutual Funds ” means SSGA Cash Management Fund PLC – USD Liquidity Fund, SGCML52: 1D, ISIN # 1E00B4528261 and/or such other funds as may be agreed by the Borrower and the Agent (with the prior consent of the Majority Banks).

“ Month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

9

The above rules will only apply to the last Month of any period.

“ Moody’s ” means Moody’s Investor Services Limited, or any successor entity thereto.

“ NAIC ” means the National Association of Insurance Commissioners, or any successor entity thereto.

“ NAIC Approved Bank List ” means, at any time, the most current “Bank List” of banks approved by the NAIC at that time.

“ NAIC Approved Bank ” means any Bank that is listed on the NAIC Approved Bank List.

“ Net Income ” has the meaning given to it in Clause 19.2 ( Definitions ).

“ New Zealand Dollars ” and “ NZ$ ” means the lawful currency of New Zealand.

“ Non-Acceptable L/C Bank ” means:

“ Obligor ” means the Borrower or the Guarantor.

“ Optional Currency ” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 ( Conditions relating to Optional Currencies ).

“ Original Financial Statements ” means:

“ Party ” means a party to this Agreement.

“ Platinum UK ” means Platinum UK Services Company Limited.

“ Pledge Agreement ” means the security document between the Borrower and the Security Agent dated on or about the date of this Agreement.

“ Primary Policies ” means any insurance policies issued by the Borrower.

“ Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the relevant currency and on an overnight basis, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

10

“ Reference Banks ” means the principal London offices of National Australia Bank or such other banks as may be appointed by the Agent in consultation with the Guarantor.

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

“ Related Fund ” in relation to a fund (the “ first fund ”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“ Relevant Interbank Market ” means the London interbank market.

“ Repeating Representations ” means each of the representations set out in Clauses 17.1 ( Status ) to 17.4 ( Power and authority ), 17.10 ( No default ), 17.13 ( Pari Passu ) and 17.15 ( Title ).

“ Representative ” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“ S&P ” means Standard and Poor’s Rating Services, or any successor entity thereto.

“ Screen Rate ” means the British Bankers Association Interest Settlement Rate for the relevant currency and for an overnight period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Guarantor and the Banks.

“ Security ” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect (including any right to give an Entitlement Order (as defined in the Pledge Agreement) in respect of any assets of such person).

“ Security Document ” means the Pledge Agreement and any other security document that may at any time be given as security for any of the Liabilities pursuant to or in connection with any Finance Document.

“ Security Property ” has the meaning given to it in Schedule 6 ( Security agency provisions ).

“ Specified Time ” means a time determined in accordance with Schedule 9 ( Timetables ).

“ Stated Amount ” means:

11

to the extent not cancelled, reduced or transferred by it under this Agreement.

“ Subsidiary ” means in relation to any Holding Company, a company, corporation or other legal entity:

and, for this purpose, a company, corporation or other legal entity shall be treated as being controlled by another if that other company, corporation or other legal entity is able to determine the composition of the majority of its board of directors or equivalent body.

“ Syndicated Facility ” means the second amended and restated credit agreement between, among others, the Guarantor and Wells Fargo Bank, National Association as administrative agent dated 24 June 2011.

“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“ Term ” means each period determined under this Agreement for which any Bank is under a liability under a Letter of Credit.

“ Termination Date ” means such date as notified to the Guarantor by the Agent in writing upon no less than 30 days notice.

“ Total Assets ” means the total assets of the Group as disclosed in the latest audited or, if more recent, unaudited consolidated financial statements of the Group provided to the Agent in accordance with Clause 18.1 ( Financial statements ).

“ Total Stated Amounts ” means the aggregate of the Stated Amounts, being U.S.$125,000,000 at the Effective Date.

“ Transfer Certificate ” means a certificate substantially in the form set out in Schedule 4 ( Form of Transfer Certificate ) or any other form agreed between the Agent and the Guarantor.

“ Transfer Date ” means, in relation to an assignment or a transfer, the later of:

12

“ Unpaid Sum ” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“ US Cedants ” means those persons who have entered into contracts of insurance, reinsurance or retrocession with the Borrower and which are domiciled in the United States of America, and where (a) the liability of the Borrower under the contracts of insurance, reinsurance or retrocession is expressed in U.S. Dollars, and (b) the premium payable to or for the account of the Borrower has been paid or is payable in U.S. Dollars.

“ Utilisation ” means the utilisation of the Facility by a Letter of Credit (including any renewal thereof).

“ Utilisation Date ” means the date on which a Utilisation is made.

“ Utilisation Request ” means a notice substantially in the form set out in Schedule 3 ( Utilisation Request ).

13

and the amount by which a Letter of Credit is repaid or prepaid under paragraph (A) and (B) above is the amount of the relevant reduction.

14

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

15

SECTION 2

THE FACILITY

Subject to the terms of this Agreement, the Banks make available to the Borrower a U.S. Dollar, Australian Dollar and New Zealand Dollar letter of credit facility in an aggregate amount equal to the Total Stated Amounts, provided that the facility shall only be made available by the Banks to the Borrower on an uncommitted basis and at each Bank’s sole discretion.

16

17

The Borrower shall use the Facility for the issue of Letters of Credit in favour of US Cedants, AUS Cedants or any other person specified by the Borrower or the Guarantor and approved by the Majority Banks.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Borrower may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Schedule 2 ( Conditions precedent ) in form and substance satisfactory to the Agent. The Agent shall notify the Guarantor and the Banks promptly upon being so satisfied.

The Agent and the Banks will only be obliged to comply with Clause 5.4 ( Issue of Letters of Credit ) and Clause 5.5 ( Automatic Renewal of a Letter of Credit ) if on the date of the Utilisation Request or automatic renewal and on the proposed Utilisation Date:

18

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than 30 Letters of Credit would be outstanding except with the approval of the Agent (acting on the instructions of the Majority Banks).

19

SECTION 3

UTILISATION

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request substantially in the form of Schedule 3 ( Utilisation Request ) not later than the Specified Time.

20

The Expiry Date of any Letter of Credit issued on behalf of the Borrower may be automatically extended by operation of its terms for up to one year on the occurrence of its initial Expiry Date and then for up to one additional year on the occurrence of each subsequent Expiry Date unless:

21

22

If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Borrower shall repay or prepay that amount immediately.

23

24

25

in each case, denominated in U.S. Dollars (“ Government Agency Debt Securities ”),

and in each case not subject to any Security or Quasi Security other than any Security or Quasi Security created under a Finance Document.

26

27

SECTION 4

PREPAYMENT AND CANCELLATION

If it becomes unlawful in any applicable jurisdiction for a Bank to perform any of its obligations as contemplated by this Agreement or to maintain or to allow to remain outstanding its participation in any Letter of Credit:

28

The Guarantor may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Banks may agree) prior notice, cancel the whole or any part (being a minimum amount of U.S.$5,000,000) of the Available Facility. Any cancellation under this Clause 8.3 shall reduce the Stated Amounts of the Banks rateably.

The Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Banks may agree) prior notice, prepay the whole or any part of a Utilisation (but, if in part, being an amount that reduces the Base Currency Amount of the Utilisation by a minimum amount of U.S.$5,000,000).

the Guarantor may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent not less than 10 Business Days’ notice of cancellation of the Stated Amount of that Bank and its intention to procure that the liabilities of that Bank under each outstanding Letter of Credit are reduced to zero and/or that Collateral Cover will be provided in respect of that Banks’ participation in each outstanding Letter of Credit.

29

30

SECTION 5

COSTS OF UTILISATION

Any interest accruing under this Clause 9 shall be immediately payable by the Obligor on demand by the Agent.

The Borrower shall pay to the Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

The Borrower shall pay to the Security Agent (for its own account) a security agency fee in the amount and at the times agreed in a Fee Letter.

The Borrower shall, within 3 Business Days of the Utilisation Date of a Letter of Credit, pay to the Agent (for its own account) an issuance fee of U.S.$150.

31

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

“ Protected Party ” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“ Tax Credit ” means a credit against, relief or remission for, or repayment of any Tax.

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“ Tax Payment ” means either the increase in a payment made by an Obligor to a Finance Party under Clause 11.2 ( Tax gross-up ) or a payment under Clause 11.3 ( Tax indemnity ).

32

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

The Guarantor shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

33

34

“ Basel III ” means:

“ Increased Costs ” means:

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Stated Amount or performing its obligations under any Finance Document.

35

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Guarantor shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

36

The Guarantor shall promptly indemnify the Agent and the Security Agent against any cost, loss or liability incurred by the Agent or the Security Agent (acting reasonably) as a result of:

37

The Guarantor shall, as soon as reasonably practicable and in any event within three Business Days of demand, pay the Agent, the Security Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of:

If an Obligor requests an amendment, waiver or consent the Guarantor shall, as soon as reasonably practicable and in any event within three Business Days of demand, reimburse the Finance Parties for the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of that request and related documentation and reimburse the Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by it in responding to, evaluating, negotiating or complying with that request.

The Guarantor shall, as soon as reasonably practicable and in any event within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

The Guarantor shall promptly on demand pay the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with the Control Agreement or the administration or release of any Security created pursuant to any Security Document.

38

SECTION 7

GUARANTEE

The Guarantor irrevocably and unconditionally:

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 16 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of the Guarantor under this Clause 16 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 16 (without limitation and whether or not known to it or any Finance Party) including:

39

The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 16. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent (or, as the case may be, the Security Agent) otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 16:

40

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 28 ( Payment mechanics ).

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

41

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

Each Obligor makes the representations and warranties set out in this Clause 17 to each Finance Party on the date of this Agreement.

The obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable, subject to:

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

nor (except as provided in any Security Document) result in the existence of, or oblige it to create, any Security over any of its assets.

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

All Authorisations required:

42

have been obtained or effected and are in full force and effect save for the making of the appropriate registrations of the Security Documents in the United States of America with the Washington D.C. Recorder of Deeds and in Bermuda with the office of the Registrar of Companies.

Subject to any reservations specifically referred to in any legal opinion delivered pursuant to Clause 4 ( Conditions of Utilisation ) or Clause 24 ( Changes to the Obligors ):

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Bank.

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

43

that results in any of the information referred to in paragraph (a) above being untrue or misleading in any material respect.

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, could reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it.

It has good and marketable title to the assets subject to the Security created by it pursuant to any Security Document, free from all Security except the Security created pursuant to, or permitted by, the Finance Documents.

No proceedings specified in Clause 21.7 ( Insolvency Proceedings ) have been commenced or, so far as it is aware having made reasonable enquiry, threatened against it.

It has, if applicable, complied with the conditions, obligations and requirements attached to its registration as an insurer under the Insurance Act 1978 of Bermuda as amended and restated

44

and the regulations thereunder including the Insurance Code of Conduct as published by the Bermudan Monetary Authority and it has all consents, licences, approvals or authorisations required from the Insurance Regulatory Authority.

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

The undertakings in this Clause 18 (apart from the undertakings in Clause 18.5 ( Information: miscellaneous ), 18.6 (Notification of default), Clause 18.7 ( Use of websites ) and Clause 18.8 (“ Know your customer” checks )) remain in force and are required to be complied with only during any L/C Outstanding Period. The undertakings in Clause 18.5 ( Information: miscellaneous ), Clause 18.6 ( Notification of default ), Clause 18.7 ( Use of websites ) and Clause 18.8 (“ Know your customer” checks ) remain in force and are required to be complied with from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Stated Amount is in force.

The Guarantor shall supply to the Agent in sufficient copies for all the Banks:

The Borrower shall supply to the Agent in sufficient copies for all the Banks as soon as the same become available, but in any event within five Business Days after approval of the board of directors of the Borrower, the audited consolidated financial statements of the Borrower and its Subsidiaries along with the accompanying notes thereto.

45