Item 1.01 Entry into a Material Definitive Agreement
On October 6, 2009, two wholly-owned subsidiaries, of Aspen Insurance Holdings
Limited (the "Company"), Aspen Insurance Limited ("Aspen Bermuda") and Aspen
Insurance UK Limited ("Aspen U.K."), entered into a secured letter of credit
facility agreement (the "Agreement") with Barclays Bank plc ("Barclays"). The
Agreement permits the issuance of an aggregate amount of up to $200,000,000 of
letters of credit ("LOCs") for the account of Aspen Bermuda, Aspen U.K. or any
other wholly-owned subsidiary of the Company that becomes a party to the
Agreement (collectively the "Account Parties").
All LOCs under the Agreement (including certain LOCs originally issued under
other credit facilities available to the Company and/or its subsidiaries) will
be used to support reinsurance obligations of the Account Parties and their
respective subsidiaries. The Agreement supplements the existing letter of credit
and revolving credit facilities available to the Company and its subsidiaries.
The obligations of each Account Party under the Agreement will be secured by
securities owned by such Account Party and held with Bank of New York Mellon, as
custodian. The amount of LOCs issued for the account of an Account Party cannot
exceed the discounted market value of the securities pledged by such Account
Party. Advance rates vary based upon the type and tenor of the pledged
securities.
The covenants in the Agreement are substantially the same as those in the
Company's primary revolving credit facility and include limitations on
indebtedness, liens, dispositions of property and mergers (subject to customary
exceptions and thresholds). The Agreement does not have financial maintenance
covenants, but each material subsidiary of the Company is required to maintain a
minimum financial strength rating.
The Agreement has customary events of default, including (subject to certain
materiality thresholds and grace periods) payment default, failure to comply
with covenants, material inaccuracy of representation or warranty, bankruptcy or
insolvency proceedings, change of control and cross-default to other debt
agreements.
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) The following exhibits are filed as part of this report:
10.1 $200,000,000 Facility Agreement between Aspen Insurance Limited, Aspen
Insurance UK Limited and Barclays Bank plc, dated October 6, 2009.
Table of Contents