Item 1.01 Entry into a Material Definitive Agreement
On October 29, 2008, Aspen Insurance Holdings Limited's wholly-owned
subsidiary Aspen Insurance Limited ("Aspen Bermuda"), and Citibank Europe ("Citi
Europe") amended the letter of credit facility dated October 11, 2006 (the "LOC
Facility") to extend the maximum aggregate amount under the facility from
$300 million to $450 million (the "Amended LOC Facility"). Under the Amended LOC
Facility, the fees to be paid by Aspen Bermuda to Citi Europe remain unchanged
at 0.2% (on an annualized basis) in respect of the amount of credit drawn where
the amounts are secured by Type 1 Financial Assets (as defined in the amended
pledge agreement described below) and 0.25% (on an annualized basis) for amounts
secured by Type 2 Financial Assets (as defined in the pledge agreement described
below).
The terms of the Pledge Agreement between Aspen Bermuda and Citi Europe
(pursuant to an Assignment Agreement dated October 11, 2006) dated January 17,
2006 (the "Pledge Agreement") were also amended on October 29, 2008 (the
"Amended Pledge Agreement") where the parties changed the types of securities or
other assets that can be acceptable as collateral. Under the Amended Pledge
Agreement, Type 2 Financial Assets are limited to securities issued by certain
US government agencies rated AA, AA equivalent or better. Type 1 Financial
Assets remain securities issued by the US Government or its agencies (fully
guaranteed) or the central government of an OECD country, in each case rated AA,
AA equivalent or better.
All other terms under the LOC Facility and the Pledge Agreement, as
previously filed with the SEC on October 13, 2006, remain in full force and
effect and are incorporated herein by reference.
The summary above is qualified by the actual terms of the Amended LOC
Facility and the Amended Pledge Agreement which are filed hereto as exhibits
10.1 and 10.2, respectively.
Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information contained above under "Item 1.01 Entry into a Material
Definitive Agreement" is hereby incorporated by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Amendment to Committed Letter of Credit Facility dated October 29, 2008
between Aspen Insurance Limited and Citibank Europe plc.
10.2 Amendment to Pledge Agreement dated October 29, 2008 between Aspen
Insurance Limited and Citibank Europe plc
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