Aspen Insurance Holdings Limited (AHL-PC) F-1 Registration statement (foreign)

Exhibit 10.12

FIRST AMENDMENT TO SECOND AMENDED AND RESTATEDCREDIT AGREEMENT

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 11, 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).

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 (the “Credit Agreement”); and

WHEREAS, the parties hereto wish to amend the Credit Agreement as set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

1.    Amendments. Subject to Section 2 below, the Credit Agreement is hereby amended as follows:

(a)    Section 6.1(a), Financial Statements, of the Credit Agreement is amended by replacing “90 days” with “120 days”; and

(b)    Section 6.2(b) Certificates; Other Information, of the Credit Agreement is amended by inserting the following to the beginning of the paragraph: “If required to be filed by the Company with the SEC pursuant to SEC rules and regulations applicable to the Company:”

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
By:	/s/ Scott Kirk
	Name: Scott Kirk
	Title: Chief Financial Officer
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/ Scott Kirk
	Name: Scott Kirk
	Title: Director

[Signature Page to First 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
BARCLAYS BANK PLC, as Administrative Agent and a Lender
By:	/s/ Karla K. Maloof
	Name: Karla K. Maloof
	Title: Head of Insurance, FIG Corporate Banking-NA
Executed in New York

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

CITIBANK, N.A., as Syndication Agent and a Lender
By:	/s/ John M. Modin
	Name: John M. Modin
	Title: Managing Director
THE BANK OF NEW YORK MELLON, as Collateral Agent
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/ Min K. Chu
	Name: Ming K. Chu
	Title: Director
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:	/s/ John S. McGill
	Name: John S. McGill
	Title: Director
THE BANK OF NEW YORK MELLON, as a Lender
By:	/s/ Michael Pensari
	Name: Michael Pensari
	Title: Director

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

LLOYDS BANK PLC, as a Lender
By:	/s/ Kamala Basdeo
Name:		Kamala Basdeo
Title:		Assistant Vice President Transaction Execution
By:	/s/ Tina Wong
Name:		Tina Wong
Title:		Assistant Vice President Transaction Execution

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Mona Tavss
	Name: Mona Tavss
	Title: Vice President

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Teresa Pereyra
Name:		Teresa Pereyra
Title:		VP, Global Relationship Manager FIG, Insurance

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