NO. 590.
"ISSUE DATE" MEANS THE DATE ON WHICH A LETTER OF CREDIT IS ISSUED.
"JPMORGAN CREDIT AGREEMENT" MEANS THE CREDIT AGREEMENT, DATED AS OF SEPTEMBER
16, 2004, AS AMENDED AND RESTATED AS THE AMENDED AND RESTATED CREDIT AGREEMENT,
DATED AS OF NOVEMBER 29, 2005 AND AS AMENDED AND RESTATED AS THE SECOND AMENDED
AND RESTATED CREDIT AGREEMENT, DATED AS OF AUGUST 30, 2006, BY AND AMONG THE
PARENT, ARCH CAPITAL GROUP (U.S.) INC., OTHER SUBSIDIARIES OF THE PARENT,
INCLUDING THE OBLIGOR, THE AGENT, HSBC BANK USA, N.A., ING BANK N.V., LONDON
BRANCH, THE BANK OF NEW YORK, AND WACHOVIA BANK, N.A., CALYON AND CITIBANK,
N.A., AS DOCUMENTATION AGENTS, BANK OF AMERICA, N.A., AS SYNDICATION AGENT, AND
JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT.
"LENDER" MEANS:
7
(A)
EACH ORIGINAL LENDER; AND
(B)
ANY ELIGIBLE ASSIGNEE WHICH HAS BECOME A LENDER HERETO PURSUANT TO AN
ASSIGNMENT AND ACCEPTANCE,
WHICH IN EACH CASE HAS NOT CEASED TO BE A PARTY IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
"LETTER(S) OF CREDIT" MEANS THE IRREVOCABLE STANDBY LETTERS OF CREDIT ISSUED FOR
THE BENEFIT OF THE BENEFICIARIES UNDER THIS AGREEMENT HAVING AN EXPIRY DATE UP
TO FOUR YEARS FROM THE DATE OF ISSUE IN THE AGGREGATE ISSUED AMOUNT AT ANY ONE
TIME, WHEN AGGREGATED WITH ANY OTHER OUTSTANDING LETTERS OF CREDIT UNDER THIS
AGREEMENT, NOT TO EXCEED A FACE AMOUNT OF USD$150,000,000.
"LETTER OF CREDIT EXPOSURE" MEANS, WITH RESPECT TO ANY LENDER, AS OF ANY DATE OF
DETERMINATION (A) PRIOR TO THE TERMINATION OF THE COMMITMENTS, THAT LENDER'S
COMMITMENT, AND (B) AFTER THE TERMINATION OF THE COMMITMENTS, THE LENDER'S
AGGREGATE LETTER OF CREDIT OBLIGATIONS IN RESPECT OF ALL LETTERS OF CREDIT
ISSUED BY THE AGENT ON BEHALF OF SUCH LENDER.
"LETTER OF CREDIT OBLIGATIONS" MEANS, AS AT ANY DATE OF DETERMINATION THEREOF,
ON AN AGGREGATE BASIS FOR ALL LETTERS OF CREDIT ISSUED AT THE REQUEST OF THE
OBLIGOR, THE MAXIMUM AMOUNT THAT COULD BE DRAWN BY THE BENEFICIARIES OF SUCH
LETTERS OF CREDIT (ASSUMING, NOTWITHSTANDING ANY PROVISION OF A LETTER OF CREDIT
TO THE CONTRARY, THAT SUCH BENEFICIARY WAS THEN ENTITLED TO DRAW THE FULL AMOUNT
REMAINING AVAILABLE THEREUNDER) BUT WHICH HAS NOT BEEN DRAWN AS OF THAT DATE
(FOR PURPOSES OF ANY LETTERS OF CREDIT DENOMINATED IN POUNDS STERLING OR EURO,
THE MAXIMUM AMOUNT THAT COULD BE DRAWN BY THE BENEFICIARIES OF SUCH LETTERS OF
CREDIT SHALL BE DEEMED TO BE THE DOLLAR EQUIVALENT OF SUCH AMOUNT AS OF SUCH
DATE).
"LIBOR" MEANS,
(A)
THE APPLICABLE SCREEN RATE; OR
(B)
(IF NO SCREEN RATE IS AVAILABLE FOR THE APPLICABLE CURRENCY) THE
ARITHMETIC MEAN OF THE RATES (ROUNDED UPWARDS TO FOUR DECIMAL PLACES) AS
SUPPLIED TO THE AGENT AT ITS REQUEST QUOTED BY THE REFERENCE BANK TO LEADING
BANKS IN THE LONDON INTERBANK MARKET;
AS OF THE RELEVANT TIME ON THE QUOTATION DATE IN ACCORDANCE WITH MARKET PRACTICE
FOR THE OFFERING OF DEPOSITS IN SUCH CURRENCY AND FOR THE SPECIFIED PERIOD
"LIEN" MEANS, WITH RESPECT TO ANY PROPERTY, ANY MORTGAGE, LIEN, PLEDGE,