Exhibit
10.22.4


 


LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT AMENDMENT NO.3


 


Amendment Agreement No. 3 (the “Amendment”),
dated as of January 1, 2003 to the Letter of Credit and Reimbursement
Agreement, dated as of April 17, 2002 (the “Agreement”), among Arch
Reinsurance Ltd. as Obligor, Arch Reinsurance Company as Obligor, Alternative
Re Limited as Obligor, Arch Insurance Company (formerly known as First American
Insurance Company) as Obligor and Fleet National Bank, as Lender, as amended
from time to time.  Unless otherwise
indicated, all capitalized terms used herein shall have the meanings set forth
in the Agreement.


 


WHEREAS, subject to the
terms of the Agreement, the Lender agrees to issue irrevocable Letters of
Credit on behalf of the Obligors; and


 


WHEREAS, the parties desire
to increase the aggregate face amount of Five-Year Letters of Credit issued at
any one time; and


 


NOW, THEREFORE, the parties
hereby agree as follows:


 


1.             Section 2.1 (a) of the Agreement is deleted in its
entirety and the following is substituted therefore:


 


“On the terms and subject to the further conditions
hereinafter set forth and upon satisfaction of the conditions set forth in
Article III, the Lender hereby agrees to issue on and after the Closing Date
Letters of Credit, each dated the date of its issuance, substantially in the
form of Exhibit A hereto and in the aggregate issued at any one time in a face
amount not to exceed $200,000,000 (provided that the face amount of any
Five-Year Letters of Credit issued at any one time in the aggregate shall not
exceed $110,000,000) and so long as (after giving effect to the issuance of the
requested Letter of Credit) the Adjusted Collateral Value for any Obligor is
not less than the sum of all amounts then outstanding with respect to the
Letter of Credit Obligations and Reimbursement Obligations for such Obligor, as
more specifically set forth below in Section 2.1(b).  Each such Letter of Credit shall be irrevocable and, unless its
terms provide otherwise, shall expire on the Expiry Date.  Each such Letter of Credit shall contain
language substantially as follows: 
“This Letter of Credit shall be deemed automatically extended without
amendment for one year from the expiration date or any future expiration date,
unless thirty (30) days prior to any expiration date, we notify you by
registered mail that this Letter of Credit will not be renewed for any such
additional period.”  So long as any
Letter of Credit (including any Five-Year Letter of Credit) is outstanding and
has not expired, this Agreement shall continue to be in full force and effect.”


 


2.             This Amendment shall be governed by
the laws of the State of Connecticut without giving effect to principles of
conflict of laws, and may be signed in counterparts, each of which shall be regarded
as the original and all of which shall constitute one and same agreement.


 

















 


3.             This Agreement contains all of the
terms agreed upon by the parties with respect to the subject matter
hereof.  This Agreement may be amended
or the provisions thereof waived only by a written instrument signed by the
party against whom enforcement of any waiver, change, modification, extension
or discharge is sought.


 


4.
            All other terms and provisions
of the Agreement shall remain in full force and effect, except as expressly
modified herein.


 


5.
            This Agreement and any
instrument delivered in connection herewith may be executed in any number of counterparts with the same effect as if the signatures on
all counterparts are upon the same instrument.


 


2

















 


IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and
delivered by their respective officers, as an instrument under seal, as of the
date first above written.


 


 


	
  ARCH
  REINSURANCE LTD.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Dwight Evans

  	
   

  
	
   

  	
  Name:
  Dwight Evans

  
	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Marc Grandisson

  	
   

  
	
   

  	
  Name:
  Marc Grandisson

  
	
   

  	
  Title:
  SVP

  
	
   

  	
   

  
	
  ARCH
  REINSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John F. Rathgeber

  	
   

  
	
   

  	
  Name:
  John F. Rathgeber

  
	
   

  	
  Title:
  Managing Director and Chief Operating Officer

  
	
   

  
	
  ARCH INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John M. Tetro

  	
   

  
	
   

  	
  Name:
  John M. Tetro

  
	
   

  	
  Title:
  CFO

  
	
   

  
	
  FLEET NATIONAL BANK

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Lawrence Davis

  	
   

  
	
   

  	
  Name:
  Lawrence Davis

  
	
   

  	
  Title:
  Portfolio Manager

  
	
   

  	
   

  
	
  ALTERNATIVE RE LIMITED

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Graham B. R. Collis

  	
   

  
	
   

  	
  Name:
  Graham B. R. Collis

  
	
   

  	
  Title:
  Director

  



 


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