Aspen Insurance
Limited
Maxwell Roberts Building
1 Church Street
Hamilton
HM 11
Bermuda
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1
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Committed letter of credit
facility
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Further to recent discussions,
Citibank Europe plc (the “ Bank” ) is pleased to
confirm its committed letter of credit issuance facility (the
“ Facility” ) subject to the terms and
conditions set out in this Letter.
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The
Facility is intended to replace the committed letter of credit
facility established pursuant to a facility letter between Aspen
Insurance Limited and Citibank Ireland Financial Services plc (the
previous name of Citibank Europe plc) dated 11 October 2006
(as amended, varied, supplemented, novated or assigned as the case
may be) (“the Old Facility”). The Old Facility is
hereby terminated with immediate effect and the parties fully
released from all rights, obligations and liabilities arising
therefrom.
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2
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Amount
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The
Facility shall be in a maximum aggregate amount of USD 550,000,000
(Five Hundred and Fifty Million United States Dollars) (the “
Facility Limit” ). Should the Company (as defined
below) wish to reduce the Facility Limit, it may do so upon written
notification to the Bank. The notification must
(i) specifically reference this Facility Letter and
(ii) clearly state the new facility limit that is to apply
(“the New Limit”) (“the Notification”). The
New Limit will take effect five Business Days following receipt, by
the Bank, of the Notification.
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3
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Facility Documents
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Aspen Insurance Limited (“the
Company”) has entered into the following documents in
relation to the Facility (each as amended, varied, supplemented,
novated or assigned as the case may be):
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(a)
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Insurance Letters of Credit —
Master Agreement (Form 3/CIFS) dated 15 December 2003 (the
“Master Agreement”);
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(b)
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Reinsurance Deposit Agreement
(Charge Form – Citibank N.A. as Custodian) dated 15
December 2003 (“Form 12”);
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(c)
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Pledge Agreement dated 17
January 2006 (“the Pledge Agreement”);
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(d)
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Collateral Account Control Agreement
dated 17 January 2006 (“the Collateral Account Control
Agreement”);
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(e)
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Corporate Mandate dated 29
April 2009; and
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(f)
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General Communications Indemnity
dated 29 April 2009.
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In
the event of any inconsistency between the terms of this letter and
the terms of any Facility Document, the terms of this letter shall
prevail.
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4
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Conditions precedent
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The
Company shall not request the issue of any Credit until the Bank
has received the documents and other evidence specified below in a
form and substance satisfactory to the Bank (each a “
Condition Precedent” ):
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(a)
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the
enclosed duplicate of this Letter, duly executed on behalf of the
Company before 15 May 2009; and
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(b)
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such other documents and other
evidence as the Bank may reasonably require.
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5
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Utilisation requests
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5.1
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Whenever the Company wishes the Bank
to issue a Credit under the Facility, it shall provide a duly
completed application form in accordance with the provisions of the
Master Agreement.
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5.2
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The
Bank shall be entitled to examine each request to issue a Credit on
a case-by-case basis and, notwithstanding clause 1(a)(i) of the
Master Agreement during the continuance of this Letter, shall only
be entitled to decline any such request without liability
where:
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(a)
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such request would cause the Bank to
be in breach of any law of any jurisdiction (including
non-exclusively any breach of sanctions imposed by the law of the
United States of America); or
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(b)
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the
Credit requested is in a currency other than US dollars, GB pounds
sterling, Canadian dollars or Euros;
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(c)
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the
tenor of the Credit is longer than 60 months;
and/or
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(d)
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any
deposit(s) as may have been requested by the Bank to be placed in
the accounts established pursuant to the terms of the Form 12
and/or Pledge and Collateral Account Control Agreements have not
been carried out to the Bank’s satisfaction.
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6
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Interest
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6.1
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the
Company shall pay interest on the amount drawn by a Beneficiary
under a Credit at a rate per annum of LIBOR plus 3% (plus Reserve
Asset Costs, if any) from the date of drawing until the date of
reimbursement by the Company.
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6.2
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Any
interest accruing under this paragraph 6 shall be immediately
payable by the Company on demand by the Bank. Overdue interest
shall be compounded in accordance with the usual practice of the
Bank in respect of unauthorised overdrafts.
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6.3
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Interest due from the Company under
this Letter shall:
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(a)
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be
calculated and accrue from day to day;
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(b)
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be
calculated on the basis of the actual number of days elapsed and a
360 day year (or such other day count convention as is market
practice for the relevant currency); and
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(c)
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be
payable both before and after judgment.
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7
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Fees
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7.1
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The
Company shall pay to the Bank in arrears on each Quarter Day a
letter of credit fee in an amount equal to 0.50% (on an annualised
basis) of the Facility Amount less the principal amount of undrawn
credit on that Quarter Day. The fee payable on 1 July 2009
shall be pro-rated for the number of days beginning on the date of
this Letter.
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7.2
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The
Company shall pay to the Bank in arrears on each Quarter Day a
commitment fee in an amount equal to 0.25% (on an annualised basis)
of the principal amount of undrawn credit on that Quarter Day. The
fee payable on 1 July 2009 shall be pro-rated for the number
of days beginning on the date of this Letter.
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7.3
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If
at any time during the term of the Facility, more than 50% of the
Facility Limit remains undrawn, the Company shall, in addition to
7.1 above, but in replacement of the obligation in Clause 7.2
above, pay to the Bank in arrears on each Quarter Day (pro rata if
applicable) a low utilisation fee in an amount equal to 0.50% (on
an annualised basis) of the Facility Limit less the principal
amount of drawn credit. The fee payable on1 July 2009 shall be
pro-rated for the number of days beginning on the date of this
Letter.
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8
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Repayment and expiry
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The
Facility shall only apply in respect of Credits issued on or prior
to 28 April 2012 (“the Facility Period”). The
Facility shall expire on the earlier of (1) the date that is
one year from the end of the Facility Period; or (2) the
stated expiry date on the last remaining Credit issued within the
Facility Period (“the Expiry Date”). The Bank and the
Company shall commence negotiations, without being under any
obligation, on the renewal of the Facility at least 60 days
before the end of the Facility Period.
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9
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Representations and
warranties
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The
Company represents and warrants to the Bank, on the date of its
acceptance of this Letter and with reference to (f)(ii) below only
on each day (by reference to the facts and circumstances then
existing) until this Letter has expired or terminated,
that:
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(a)
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the
Company (i) is duly organised, validly existing and (to the
extent applicable) in good standing under the laws of its
jurisdiction of incorporation or organisation, (ii) is duly
qualified to do business and (to the extent applicable) in good
standing in each jurisdiction where, because of the nature of its
activities or properties, such qualification is required,
(iii) has the requisite corporate power and authority and
the
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