Common use of Dividend Payment Dates Clause in Contracts

Dividend Payment Dates. February 1, May 1, August 1 and November 1 of each year, commencing on August 1, 2018 and ending on, and including, May 1, 2021. Additional Amounts: · Subject to certain limitations, the Issuer will pay in cash or deliver in Common Shares, as the case may be, additional amounts to holders of the Mandatory Convertible Preferred Shares, as additional dividends, to make up for any deduction or withholding for any taxes or other charges imposed on amounts the Issuer must pay or deliver, as the case may be, with respect to the Mandatory Convertible Preferred Shares, so that the net amounts paid or delivered, as the case may be, will be equal to the amounts the Issuer would otherwise be required to pay or deliver, as the case may be, had no such withholding or deduction been required. Mandatory Conversion Date: The second business day immediately following the last trading day of the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding May 1, 2021. The Mandatory Conversion Date is expected to be May 1, 2021. Initial Price: $7.75, which is approximately equal to the per share public offering price of the Common Shares in the Common Shares Offering, and is also approximately equal to $50, divided by the Maximum Conversion Rate. Threshold Appreciation Price: $9.30, which represents a premium of 20% over the Initial Price and is approximately equal to $50, divided by the Minimum Conversion Rate. Conversion Rate per Mandatory Convertible Preferred Share: The conversion rate for each Mandatory Convertible Preferred Share will not be more than 6.4516 Common Shares and not less than 5.3763 Common Shares (respectively, the “Maximum Conversion Rate” and “Minimum Conversion Rate”), depending on the applicable market value (as defined in the Preferred Shares Preliminary Prospectus Supplement) of the Common Shares, as described below and subject to certain anti-dilution adjustments. The following table illustrates the conversion rate per Mandatory Convertible Preferred Share, subject to certain anti-dilution adjustments described in the Preferred Shares Preliminary Prospectus Supplement, based on the applicable market value of the Common Shares: Less than the Initial Price 6.4516 Common Shares Greater than or equal to the Initial Price and less than or equal to the Threshold Appreciation Price $50, divided by the applicable market value Greater than the Threshold Appreciation Price 5.3763 Common Shares Conversion Rate Adjustments for Cash Dividends: The Maximum Conversion Rate and Minimum Conversion Rate will each be subject to adjustment in connection with the payment of any cash dividend or distribution by the Issuer on the Common Shares. See “Conversion Rate Adjustments” in the Preferred Shares Preliminary Prospectus Supplement. Optional Conversion: Other than during a fundamental change conversion period (as defined in the Preferred Shares Preliminary Prospectus Supplement), at any time prior to May 1, 2021, a holder of Mandatory Convertible Preferred Shares may elect to convert such holder’s Mandatory Convertible Preferred Shares, in whole or in part, at the Minimum Conversion Rate of 5.3763 Common Shares per Mandatory Convertible Preferred Share, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplement.

Dividend Payment Dates. February 1, May 1, August 1 and November 1 Holders of each year, commencing on August 1, 2018 and ending on, and including, May 1, 2021. Additional Amounts: · Subject Preferred Shares will be entitled to certain limitations, the Issuer will pay in cash or deliver in Common Sharesreceive dividend payments only when, as and if declared by the case may be, additional amounts to holders Issuer’s board of directors or a duly authorized committee of the Mandatory Convertible Preferred Shares, as additional dividends, to make up for any deduction or withholding for any taxes or other charges imposed on amounts the Issuer must pay or deliver, as the case may be, with respect to the Mandatory Convertible Preferred Shares, so that the net amounts paid or delivered, as the case may be, board. Any such dividends will be equal to the amounts the Issuer would otherwise be required to pay or deliver, as the case may be, had no such withholding or deduction been required. Mandatory Conversion Date: The second business day immediately following the last trading day of the 20 consecutive trading day period beginning onpayable from, and including, the 21st scheduled trading date of original issue on a non-cumulative basis, quarterly in arrears on the last day immediately preceding May 1of March, June, September and December of each year. If any date on which dividends would otherwise be payable is not a business day, then the dividend payment date will be the next succeeding business day with the same force and effect as if made on the original payment date, and no additional dividends shall accrue on the amount so payable from such date to such next succeeding business day. If declared, the first dividend payment date will be January 3, 2017. Distributions will be made in respect of the Depositary Shares if and to the extent dividends are paid on the related Preferred Shares. Dividend Rate: 5.25% per annum, only when, as and if declared Optional Redemption: Except in specified circumstances relating to certain tax, regulatory or corporate events described in the preliminary prospectus supplement, the Preferred Shares are not redeemable prior to September 29, 2021. The Mandatory Conversion Date is expected to be May 1On and after that date, 2021. Initial Price: $7.75, which is approximately equal to the per share public offering price of the Common Shares in the Common Shares Offering, and is also approximately equal to $50, divided by the Maximum Conversion Rate. Threshold Appreciation Price: $9.30, which represents a premium of 20% over the Initial Price and is approximately equal to $50, divided by the Minimum Conversion Rate. Conversion Rate per Mandatory Convertible Preferred Share: The conversion rate for each Mandatory Convertible Preferred Share will not be more than 6.4516 Common Shares and not less than 5.3763 Common Shares (respectively, the “Maximum Conversion Rate” and “Minimum Conversion Rate”), depending on the applicable market value (as defined in the Preferred Shares Preliminary Prospectus Supplement) of will be redeemable at the Common Shares, as described below and subject to certain anti-dilution adjustments. The following table illustrates the conversion rate per Mandatory Convertible Preferred Share, subject to certain anti-dilution adjustments described in the Preferred Shares Preliminary Prospectus Supplement, based on the applicable market value of the Common Shares: Less than the Initial Price 6.4516 Common Shares Greater than or equal to the Initial Price and less than or equal to the Threshold Appreciation Price $50, divided by the applicable market value Greater than the Threshold Appreciation Price 5.3763 Common Shares Conversion Rate Adjustments for Cash Dividends: The Maximum Conversion Rate and Minimum Conversion Rate will each be subject to adjustment in connection with the payment of any cash dividend or distribution by the Issuer on the Common Shares. See “Conversion Rate Adjustments” in the Preferred Shares Preliminary Prospectus Supplement. Optional Conversion: Other than during a fundamental change conversion period (as defined in the Preferred Shares Preliminary Prospectus Supplement), at any time prior to May 1, 2021, a holder of Mandatory Convertible Preferred Shares may elect to convert such holderIssuer’s Mandatory Convertible Preferred Sharesoption, in whole or in part, at a redemption price of $25,000 per Preferred Share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends to, but excluding, the Minimum Conversion Rate date of 5.3763 Common redemption. Public Offering Price: $25 per Depositary Share; $450,000,000 total Underwriting Discounts: $0.7875 per Depositary Share for retail orders: $12,267,675 total; and $0.50 per Depositary Share for institutional orders: $1,211,000 total Net Proceeds to the Issuer, before expenses: $436,521,325 Expected Listing: The Depositary Shares per Mandatory Convertible Preferred Sharehave been approved for listing on NASDAQ under the symbol “ACGLP.” Trading in the Depositary Shares is expected to commence within 30 days after the initial delivery. CUSIP / ISIN of Depositary Shares: ▇▇▇▇▇▇▇▇▇/ US03939A2069 Joint Book-Running Managers: Credit Suisse Securities (USA) LLC ▇▇▇▇▇▇▇ Lynch, subject to adjustment Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇ Fargo Securities, LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC RBC Capital Markets, LLC Co-Managers: Barclays Capital Inc. BMO Capital Markets Corp. BNY Mellon Capital Markets, LLC Lloyds Securities Inc. U.S. Bancorp Investments, Inc. * An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as described in they deem appropriate. The anticipated ratings of the Preferred Shares Preliminary Prospectus Supplementshould be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Following the announcement of the Issuer’s proposed acquisition of United Guaranty Corporation and AIG United Guaranty (Asia) Limited (the “UGC Acquisition”), ▇▇▇▇▇’▇ Investors Service placed the Issuer’s ratings on review for downgrade and is expected, following the closing of the UGC Acquisition, to lower the Issuer’s preferred stock rating by one notch to Baa3; Standard & Poor’s Financial Services affirmed our long-term counterparty credit rating and revised its outlook to negative from stable; and Fitch Ratings placed Issuer’s ratings on negative watch and indicated that the Issuer’s preferred stock rating could be lowered by one notch to BBB. See “Risk Factors — Risks Relating to the Depositary Shares and the Series E Preferred Shares — Our credit ratings, including ratings on our Series E Preferred Shares, may be downgraded as a result of the UGC Acquisition or otherwise” in the preliminary prospectus supplement to which this communication relates. Credit Suisse Securities (USA) LLC 3,600,000 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 3,600,000 ▇▇▇▇▇ Fargo Securities, LLC 3,600,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 1,800,000 RBC Capital Markets, LLC 1,800,000 Barclays Capital Inc. 720,000 BMO Capital Markets Corp. 720,000 BNY Mellon Capital Markets, LLC 720,000 Lloyds Securities Inc. 720,000 U.S. Bancorp Investments, Inc. 720,000 Total 18,000,000 Sch A-1