AMENDMENT

EX-10.1 3 file002.htm CREDIT AGREEMENT AMENDMENT Table of Contents

Exhibit 10.1

AMENDMENT

AMENDMENT (this ‘‘Amendment’’), dated as of April 13, 2006, to the Credit Agreement, dated as of August 2, 2005 (the ‘‘Credit Agreement’’), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the ‘‘Company’’), the Subsidiary Borrowers (together with the Company, the ‘‘Borrowers’’ and individually, a ‘‘Borrower’’), the several banks and other financial institutions or entities from time to time parties thereto (the ‘‘Lenders’’), Bank of America, N.A. and Calyon, New York Branch, as co-syndication agents (in such capacities, each a ‘‘Co-Syndication Agent’’), Credit Suisse, Cayman Islands Branch and Deutsche Bank AG, New York Branch, as co-documentation agent (in such capacities, each a ‘‘Co-Documentation Agent’’), The Bank of New York, as collateral agent (the ‘‘Collateral Agent’’), and Barclays Bank Plc, as administrative agent (the ‘‘Administrative Agent’’).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;

WHEREAS, the Borrowers have requested that certain provisions of the Credit Agreement be amended as set forth herein; and

WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein;

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the undersigned hereby agree as follows:

I. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

II. Amendment to Section 7.1(b). Section 7.1(b) is hereby amended and restated in its entirety to read as follows:

‘‘(b) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth as at any date to be less than the sum of (i) $1,106,175,000, (ii) 50% of Consolidated Net Income during the period from January 1, 2005 to and including such date (if positive) and (iii) 50% of the aggregate Net Cash Proceeds of all issuances by the Company of shares of its Capital Stock during the period from January 1, 2005 to and including such date

III. Effective Date. This Amendment shall become effective on the date (the ‘‘Effective Date’’) on which the Borrowers and the Required Lenders under the Credit Agreement shall have duly executed and delivered to the Administrative Agent this Amendment.

IV. No Other Amendments; Confirmation. Except as expressly amended hereby, the provisions of the Credit Agreement, as amended and restated, and the other Loan Documents (including the security interests granted pursuant to the Security Agreement) are and shall remain in full force and effect.

V. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

VI. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof.

[signature pages follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

ASPEN INSURANCE HOLDINGS LIMITED,
as a Borrower


				By:				/s/ Julian Cusack
				Name:				Julian Cusack
				Title:				Chief Financial Officer

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ASPEN INSURANCE LIMITED, as a Borrower


				By:				/s/ Julian Cusack
				Name:				Julian Cusack
				Title:				Chief Executive Officer

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ASPEN INSURANCE UK LIMITED, as a Borrower


				By:				/s/ Sarah Davies
				Name:				Sarah Davies
				Title:				Director

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ASPEN (UK) HOLDINGS LIMITED, as a Borrower


				By:				/s/ Sarah Davies
				Name:				Sarah Davies
				Title:				Director

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ASPEN SPECIALTY INSURANCE COMPANY, as a Borrower


				By:				/s/ Gayle Haskell
				Name:				Gayle Haskell
				Title:				Chief Financial Officer

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ASPEN U.S. HOLDINGS, INC., as a Borrower


				By:				/s/ Julian Cusack
				Name:				Julian Cusack
				Title:				Chief Financial Officer

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BARCLAYS BANK PLC, as Administrative Agent and a Lender


				By:				/s/ David Barton
				Name:				David Barton
				Title:				Associate Director

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BANK OF AMERICA, N.A., as a Co-Syndication Agent and a Lender


				By:				/s/ Timothy Cassidy
				Name:				Timothy Cassidy
				Title:				Vice President

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CALYON, NEW YORK BRANCH, as a Co-Syndication Agent and a Lender


				By:				/s/ Sebastian Rocco
				Name:				Sebastian Rocco
				Title:				Managing Director


				By:				/s/ Charles Kornberger
				Name:				Charles Kornberger
				Title:				Managing Director

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CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Co-Documentation Agent and a Lender


				By:				/s/ Jay Chall
				Name:				Jay Chall
				Title:				Director


				By:				/s/ James Neira
				Name:				James Neira
				Title:				Associate

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DEUTSCHE BANK AG, NEW YORK BRANCH, as a Co-Documentation Agent and a Lender


				By:
				Name:
				Title:


				By:
				Name:
				Title:

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ABN AMRO BANK N.V., as a Lender


				By:				/s/ Neil R. Stein
				Name:				Neil R. Stein
				Title:				Director


				By:				/s/ Eric Oppenheimer
				Name:				Eric Oppenheimer
				Title:				Director

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CITIBANK, N.A. , as a Lender


				By:				/s/ Michael Taylor
				Name:				Michael Taylor
				Title:				Managing Director

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THE BANK OF NEW YORK, as Collateral Agent and a Lender


				By:				/s/ Lizanne T. Eberle
				Name:				Lizanne T. Eberle
				Title:				Vice President

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THE BANK OF N.T. BUTTERFIELD & SON LIMITED, as a Lender


				By:
				Name:
				Title:

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HSBC BANK, USA, N.A., as a Lender


				By:				/s/ Kenneth J. Johnson
				Name:				Kenneth J. Johnson
				Title:				Senior Vice President

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UBS LOAN FINANCE LLC, as a Lender


				By:				/s/ Richard L. Tavrow
				Name:				Richard L. Tavrow
				Title:				Director


				By:				/s/ Irja R. Otsa
				Name:				Irja R. Otsa
				Title:				Associate Director