AT LEAST AAA BY S&P (OR
MOODY'S OR FITCH EQUIVALENT).
"ORIGINAL AGREEMENT" MEANS THE LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
DATED AS OF NOVEMBER 25, 2003 BY AND AMONG THE OBLIGOR AND BARCLAYS BANK PLC, AS
AMENDED AND RESTATED ON AUGUST 19, 2004, ON NOVEMBER 24, 2004 AND ON DECEMBER 6,
2004, AS AMENDED ON JULY 21, 2005 AND AS AMENDED AND RESTATED ON DECEMBER 31,
2005.
"ORIGINAL BENEFICIARY" MEANS ANY BENEFICIARY AS DEFINED IN THE ORIGINAL
AGREEMENT.
"ORIGINAL LETTERS OF CREDIT" MEANS THE LETTERS OF CREDIT ISSUED UNDER THE
ORIGINAL AGREEMENT.
"PARENT" MEANS ARCH CAPITAL GROUP LTD., A BERMUDA COMPANY.
"PARTY" MEANS A PARTY TO THIS AGREEMENT.
"PERMITTED INDEBTEDNESS" HAS THE MEANING SET FORTH IN SUB-CLAUSE 5.6.3(C) OF
CLAUSE 5.6 (NEGATIVE COVENANTS).
"PERSON" MEANS AND INCLUDES AN INDIVIDUAL, A PARTNERSHIP, TRUST, ESTATE,
CORPORATION, COMPANY, UNINCORPORATED ORGANIZATION, LIMITED LIABILITY COMPANY AND
A GOVERNMENT OR ANY AGENCY, INSTRUMENTALITY OR POLITICAL SUBDIVISION THEREOF.
"PLAN" MEANS AN EMPLOYEE PENSION BENEFIT PLAN WHICH IS COVERED BY TITLE IV OF
ERISA OR SUBJECT TO THE MINIMUM FUNDING STANDARDS UNDER SECTION 412 OF THE CODE
AS TO WHICH ANY CREDIT PARTY OR ANY MEMBER OF THE CONTROLLED GROUP MAY HAVE ANY
LIABILITY.
"PROPERTY" MEANS ANY RIGHT OR INTEREST IN OR TO PROPERTY OF ANY KIND WHATSOEVER,
WHETHER REAL, PERSONAL OR MIXED AND WHETHER TANGIBLE OR INTANGIBLE.
"POLICIES" MEANS ALL INSURANCE POLICIES, ANNUITY CONTRACTS, GUARANTEED INTEREST
CONTRACTS AND FUNDING AGREEMENTS (INCLUDING RIDERS TO ANY SUCH POLICIES OR
CONTRACTS, CERTIFICATES ISSUED WITH RESPECT TO GROUP LIFE INSURANCE OR ANNUITY
CONTRACTS AND ANY CONTRACTS ISSUED IN CONNECTION WITH RETIREMENT PLANS OR
ARRANGEMENTS) AND ASSUMPTION CERTIFICATES ISSUED OR TO BE ISSUED (OR FILED
PENDING CURRENT REVIEW BY APPLICABLE GOVERNMENTAL AUTHORITIES) BY THE OBLIGOR
AND ANY COINSURANCE AGREEMENTS ENTERED INTO OR TO BE ENTERED INTO BY THE
OBLIGOR.
10
"RATABLE SHARE" OF ANY AMOUNT MEANS, WITH RESPECT TO ANY LENDER AT ANY TIME, THE
PRODUCT OF SUCH AMOUNT TIMES A FRACTION, THE NUMERATOR OF WHICH IS THAT LENDER'S
LETTER OF CREDIT EXPOSURE AND THE DENOMINATOR OF WHICH IS THE AGGREGATE LETTER
OF CREDIT EXPOSURE OF ALL LENDERS, AS THE APPLICABLE PERCENTAGE MAY BE ADJUSTED
BY ASSIGNMENTS PERMITTED PURSUANT TO CLAUSE 9.4 (SUCCESSORS AND ASSIGNS).
THE
INITIAL RATABLE SHARE OF EACH LENDER IS SET FORTH OPPOSITE THE NAME OF THAT
LENDER SET FORTH ON SCHEDULE 1 (LENDER COMMITMENTS) HERETO.
"RATE HEDGING OBLIGATIONS" MEANS, FOR ANY PERSON, ANY AND ALL NET OBLIGATIONS OF
SUCH PERSON, WHETHER ABSOLUTE OR CONTINGENT AND HOWSOEVER AND WHENSOEVER
CREATED, ARISING, EVIDENCED OR ACQUIRED (INCLUDING ALL RENEWALS, EXTENSIONS AND
MODIFICATIONS THEREOF AND SUBSTITUTIONS THEREFOR), UNDER (A) ANY AGREEMENTS,
DEVICES OR ARRANGEMENTS DESIGNED TO PROTECT AT LEAST ONE OF THE PARTIES THERETO
FROM THE FLUCTUATIONS OF INTEREST RATES, EXCHANGE RATES OR FORWARD RATES
APPLICABLE TO SUCH PARTY'S ASSETS, LIABILITIES OR EXCHANGE TRANSACTIONS,
INCLUDING BUT NOT LIMITED TO, U.S. DOLLAR-DENOMINATED OR CROSS-CURRENCY INTEREST
RATE EXCHANGE AGREEMENTS, FORWARD CURRENCY EXCHANGE AGREEMENTS, INTEREST RATE
CAP OR COLLAR PROTECTION AGREEMENTS, FORWARD RATE CURRENCY OR INTEREST RATE
OPTIONS, PUTS AND WARRANTS, OR ANY SIMILAR