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