Exhibit
10.22.2


 


LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT AMENDMENT NO.1


 


Amendment Agreement No. 1 (the “Amendment”),
dated as of November 4, 2002, 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, “Arch Insurance”) as Obligor and Fleet National Bank,
as Lender.  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, Arch Insurance
desires to expand the purposes under which it may request Letters of Credit;
and


 


WHEREAS, the Obligors desire
and Lender agrees to permit the issuance of Letters of Credit in United States
Dollars and in the currencies of certain foreign countries; and


 


NOW, THEREFORE, the parties
hereby agree as follows:


 


1.             The definition “Facility” set forth
in Section 1.1 of the Agreement is deleted in its entirety and the following is
substituted therefore:


 


“Facility means the Letters of Credit that
the Lender is willing to issue under this Agreement as determined in its sole
and absolute discretion in an amount (including all Letter of Credit
Obligations and Reimbursement Obligations for each Obligor) not to exceed
$200,000,000 (United States Dollars or the foreign currency equivalent of any
of the following G7 nations: Canada, France, Germany, Italy, Japan and United
Kingdom) in the aggregate.”


 


2.             Section 3.2 (g) of the Agreement is
deleted in its entirety and the following is substituted therefore:


 


“with respect to any Letter
of Credit requested by Arch Insurance, such Letter of Credit shall be issued
solely for purposes of reinsurance and in connection with securing real estate
leases for Arch Insurance.”


 


3.             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.


 


4.             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.


 

















 


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


 


6.             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.


 


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/
  Janine Trench

  	
   

  
	
   

  	
  Name:
  Janine Trench

  
	
   

  	
  Title:
  Controller

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Dwight Evans

  	
   

  
	
   

  	
  Name:
  Dwight Evans

  
	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
  ARCH
  REINSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  John F. Rathgeber

  	
   

  
	
   

  	
  Name:
  John F. Rathgeber

  
	
   

  	
  Title:
  Managing Director and Chief Operating Officer

  



 


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  ARCH 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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