Document

Execution Version



Exhibit 4.8
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED  CREDIT AGREEMENT
1.This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 28, 2020, is among Aspen Insurance Holdings Limited (“Aspen”), the undersigned Subsidiary Borrowers (together with Aspen, each a “Borrower” and collectively the “Borrowers”), the several banks that are parties hereto, and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement (as defined below).
2.WHEREAS, the Borrowers, various banks, the Collateral Agent and Barclays Bank PLC, as administrative agent, entered into a Second Amended and Restated Credit Agreement dated as of March 27, 2017, as amended by the First Amendment to Second Amended and Restated Credit Agreement dated as of March 11, 2020 (the “Credit Agreement”); and
3.WHEREAS, the parties hereto wish to amend the Credit Agreement as set forth herein;
4.NOW, THEREFORE, the parties hereto agree as follows:


1.    Amendments. Subject to Section 2 below, the Credit Agreement is hereby amended as follows:
(a)    Paragraph (b) of Section 7.1, Financial Condition Covenants, of the Credit Agreement is amended to read in its entirety as follows:
    (b)    Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth as at any date to be less than the sum of (i) $1,891,100,000, (ii) 25% of Consolidated Net Income during the period from January 1, 2020 to and including such date (if positive) and (iii) 25% of the aggregate Net Cash Proceeds of all issuances by the Company of shares of its Capital Stock during the period from January 1, 2020 to and including such date.


2.    Conditions to Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:


(a)The Administrative Agent shall have received a counterpart of this Amendment executed by the Borrowers, the Administrative Agent and the Required Lenders.












(b)The representations and warranties of the Borrowers contained in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).


(c)No Default has occurred and is continuing or will result from the effectiveness of this Amendment.


3.    Borrower Representations. Each Borrower hereby represents and warrants, on and as of the Amendment Effective Date, that (i) the representations and warranties applicable to such Borrower contained in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) this Amendment has been duly authorized, executed and delivered by such Borrower and constitutes the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally and (iii) no Default shall have occurred and be continuing, both immediately before and after giving effect to the applicable provisions of this Amendment.


4.    Reaffirmation of Loan Documents. Each Borrower agrees that each Loan Document to which it is a party remains in full force and effect and is hereby ratified and confirmed. The amendments provided for herein are limited to the specific sections of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or any Lender’s willingness to consent to any action requiring consent under any other provision of the Credit Agreement.


5.    Other. The provisions of Sections 11.5, 11.9, 11.12, 11.13 and 11.20 of the Credit Agreement are incorporated herein by reference as if set forth in full herein, mutatis mutandis.


        




        

						
	IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.



		ASPEN INSURANCE HOLDINGS LIMITED,    
as a Borrower


By:  /s/ Mark Pickering
Name:  Mark Pickering    
Title: Group Treasurer







		ASPEN BERMUDA LIMITED,    
as a Borrower


By:  /s/ Christian Dunleavy
Name:  Christian Dunleavy    
Title: Chief Executive Officer





		
		ASPEN INSURANCE UK LIMITED,    
as a Borrower


By:  /s/ Michael Cain
Name:  Michael Cain   
Title: Director





		ASPEN (UK) HOLDINGS LIMITED,    
as a Borrower


By:  /s/ Michael Cain
Name:  Michael Cain    
Title: Director









[Signature Page to Second Amendment to Second Amended and Restated Credit Agreement]



        



						
		
		ASPEN SPECIALTY INSURANCE COMPANY,    
as a Borrower


By:  /s/ Kenneth Cadematori
Name:  Kenneth Cadematori
Title: CFO





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


By:  /s/ Kenneth Cadematori
Name:  Kenneth Cadematori    
Title: CFO



		
		ASPEN UNDERWRITING LIMITED,    
as a Borrower


By:  /s/ Stuart Riley 
Name: Stuart Riley    
Title: Director





		
		ASPEN AMERICAN INSURANCE COMPANY,    
as a Borrower


By:  /s/ Kenneth Cadematori
Name:  Kenneth Cadematori    
Title: CFO











[Signature Page to Second Amendment to Second Amended and Restated Credit Agreement]



        

												
		
		BARCLAYS BANK PLC,    
as Administrative Agent and a Lender


By:  /s/ Karla Maloof
Name: Karla Maloof
Title: Managing Director 






Executed in New York
	
		              Executed in New York
	
		

	
		






						
		
		CITIBANK, N.A.,    
as Syndication Agent and a Lender


By:  /s/ John Modin
Name:  John Modin
Title: Managing Director









[Signature Page to Second Amendment to Second Amended and Restated Credit Agreement]



        



						
		THE BANK OF NEW YORK MELLON,    
as a Lender


By:  /s/ Michael Pensari 
Name: Michael Pensari
Title: Director











						
		DEUTSCHE BANK AG NEW YORK BRANCH,    
as a Lender




By:  /s/ Annie Chung 
Name: Annie Chung
Title: Director
By:  /s/ Ming K Chu 
Name: Ming K Chu
Title: Director















[Signature Page to Second Amendment to Second Amended and Restated Credit Agreement]



        

LLOYDS BANK CORPORATE MARKETS PLC,    
as a Lender




By:  /s/ Kamala Basdeo 
Name: Kamala Basdeo
Title: Assistant Vice President




By:  /s/ Tina Wong  
Name: Tina Wong
Title: Assistant Vice President










HSBC BANK USA, NATIONAL ASSOCIATION,     
as a Lender


By:  /s/ Maria Teresa Pereyra Lopez
Name: Maria Teresa Pereyra Lopez
Title: VP, Global Relationship Banker, 
                FIG Insurance






U.S. BANK NATIONAL ASSOCIATION,    
as a Lender


[Signature Page to Second Amendment to Second Amended and Restated Credit Agreement]



        

By:  /s/ Glenn Schuermann
Name: Glenn Schuermann
Title: Vice President


[Signature Page to Second Amendment to Second Amended and Restated Credit Agreement]