Exhibit
10.22.3


 


LETTER
OF CREDIT AND REIMBURSEMENT AGREEMENT AMENDMENT NO.2


 


Amendment
Agreement No. 2 (the “Amendment”), dated as of November 27, 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) 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, 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 $42,000,000) 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.


 


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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/ Marc Grandisson

  	
   

  
	
  Name: Marc Grandisson

  
	
  Title: SVP

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Janine Trench

  	
   

  
	
  Name: Janine Trench

  
	
  Title: Controller

  
	
   

  
	
  ARCH
  REINSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John F. Rathgeber

  	
   

  
	
  Name: John F. Rathgeber

  
	
  Title: Managing Director and Chief Operating
  Officer

  
	
   

  
	
  ARCH INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ramin Taraz

  	
   

  
	
  Name: Ramin Taraz

  
	
  Title: Controller

  
	
   

  
	
  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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