Exhibit 10.1


 


CONFORMED COPY


 


To:                              Barclays
Bank PLC as Bank


54 Lombard Street


London EC3P 3AH


 


24 November 2004


 


Dear Sirs


 


Amendment Letter


 


1.                                 We refer to the Letter of Credit and Reimbursement Agreement dated
as of November 25, 2003 (as amended from time to time, the “LC Facility Agreement”)
between Arch Reinsurance Ltd. (“Arch Re)”,
a Bermuda company and Arch Insurance Company, a Missouri Corporation, both as
Obligors, and Barclays Bank PLC as Lender, and in particular Clause 7.1 (Amendment and Waivers) thereof.  Unless otherwise defined herein, terms
defined in the LC Facility Agreement shall have the same meaning in this
letter.


 


2.                                 We wish to request that the LC Facility Agreement be amended to
increase the Facility amount from $50,000,000 to $60,000,000.  It is further proposed that only Arch Re
remain an Obligor under the amended LC Facility Agreement.


 


3.                                 The definition of “Fundamental Documents” in the LC Facility
Agreement shall be deleted and replaced with the following:


 


“Fundamental
Documents” means and includes each of the following for the time
being in force:


 


(a)                                        this Agreement and any amendment thereof;


 


(b)                                       the Letters of Credit;


 


(c)                                        the Security Agreements;


 


(d)                                       the Custodian Agreements;


 


(e)                                        any other Security Documents; and


 


(f)                                          and any other document so designated by the Lender and Obligor.


 


4.                                 The Obligors confirm that, as at the date hereof, there are no
Letters of Credit outstanding issued at the request of Arch Insurance, and the
Obligors have provided satisfactory evidence thereof to the Lender.


 


5.                                 The Obligors confirm that, taking into account the increased
Facility, no Defaults or Events of Default have occurred and are continuing
under the LC Facility Agreement.


 


6.                                 Arch Re makes each of the representations set out in Clauses 4 of
the LC Facility Agreement as if each reference in those representations to “this
Agreement” or “the


 





















 


Fundamental Documents” includes a reference
to (a) this letter and (b) the LC Facility Agreement as amended by this
letter.


 


7.                                 Arch Re acknowledges and agrees that the LC Facility Agreement will
be further amended and restated no later than December 8, 2004 and that
the terms of such amendment and restated shall be agreed with the Lender before
this letter becomes effective.


 


8.                                 The board of directors of each Obligor shall ratify the terms of
this letter no later than, in the case of Arch Re, November 29, 2004, and
in the case of Arch Insurance, December 3, 2004.


 


9.                                 The provisions of the LC Facility Agreement and the other
Fundamental Documents shall, save as amended and restated by this Letter,
continue in full force and effect.


 


10.                           The provisions of Clause 6.3 (Remedies) and
Clause 7.6 (Governing Law) of the LC Facility
Agreement shall be incorporated into this letter as if set out in full in this letter
and as if reference in those clauses to “this Agreement” are references to this
letter.


 


11.                           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.


 


 


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INTENTIONALLY LEFT BLANK]


 


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12.                           Please indicate your consent to the amendment specified above by
countersigning this letter below, and such amendment shall come into full force
and effect upon countersignature by each addressee of this letter.


 


	
  Yours sincerely

  	
   

  
	
   

  	
   

  
	
  /s/ Marc Grandisson

  	
   

  	
  /s/ Fred S. Eichler

  	
   

  
	
   

  	
   

  
	
  Mark Grandisson

  	
  Fred S Eichler

  
	
   

  	
   

  
	
  for and on behalf of

  	
  for and on behalf of

  
	
  Arch Reinsurance Ltd.

  	
  Arch Insurance Company

  
				



 


 


FORM OF CONFIRMATION


 


	
  We agree to the above.

  
	
   

  
	
  /s/ Richard Askey

  	
   

  
	
   

  
	
  Richard Askey

  
	
  Relationship Director

  
	
   

  
	
  for and on behalf of

  
	
  Barclays Bank PLC

  



 


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