AMENDMENT

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Exhibit 10.1

AMENDMENT

AMENDMENT (this ‘‘Amendment’’), dated as of April 13, 2006, to the Credit Agreement, dated as of August 2, 2005 (the ‘‘Credit Agreement’’), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the ‘‘Company’’), the Subsidiary Borrowers (together with the Company, the ‘‘Borrowers’’ and individually, a ‘‘Borrower’’), the several banks and other financial institutions or entities from time to time parties thereto (the ‘‘Lenders’’), Bank of America, N.A. and Calyon, New York Branch, as co-syndication agents (in such capacities, each a ‘‘Co-Syndication Agent’’), Credit Suisse, Cayman Islands Branch and Deutsche Bank AG, New York Branch, as co-documentation agent (in such capacities, each a ‘‘Co-Documentation Agent’’), The Bank of New York, as collateral agent (the ‘‘Collateral Agent’’), and Barclays Bank Plc, as administrative agent (the ‘‘Administrative Agent’’).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;

WHEREAS, the Borrowers have requested that certain provisions of the Credit Agreement be amended as set forth herein; and

WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein;

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the undersigned hereby agree as follows:

I. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

II. Amendment to Section 7.1(b). Section 7.1(b) is hereby amended and restated in its entirety to read as follows:

‘‘(b) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth as at any date to be less than the sum of (i) $1,106,175,000, (ii) 50% of Consolidated Net Income during the period from January 1, 2005 to and including such date (if positive) and (iii) 50% of the aggregate Net Cash Proceeds of all issuances by the Company of shares of its Capital Stock during the period from January 1, 2005 to and including such date

III. Effective Date. This Amendment shall become effective on the date (the ‘‘Effective Date’’) on which the Borrowers and the Required Lenders under the Credit Agreement shall have duly executed and delivered to the Administrative Agent this Amendment.

IV. No Other Amendments; Confirmation. Except as expressly amended hereby, the provisions of the Credit Agreement, as amended and restated, and the other Loan Documents (including the security interests granted pursuant to the Security Agreement) are and shall remain in full force and effect.

V. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

VI. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof.

[signature pages follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

ASPEN INSURANCE HOLDINGS LIMITED,
as a Borrower

				By:				/s/ Xxxxxx Xxxxxx
				Name:				Xxxxxx Xxxxxx
				Title:				Chief Financial Officer

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ASPEN INSURANCE LIMITED, as a Borrower

				By:				/s/ Xxxxxx Xxxxxx
				Name:				Xxxxxx Xxxxxx
				Title:				Chief Executive Officer

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ASPEN INSURANCE UK LIMITED, as a Borrower

				By:				/s/ Xxxxx Xxxxxx
				Name:				Xxxxx Xxxxxx
				Title:				Director

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ASPEN (UK) HOLDINGS LIMITED, as a Borrower

				By:				/s/ Xxxxx Xxxxxx
				Name:				Xxxxx Xxxxxx
				Title:				Director

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ASPEN SPECIALTY INSURANCE COMPANY, as a Borrower

				By:				/s/ Xxxxx Xxxxxxx
				Name:				Xxxxx Xxxxxxx
				Title:				Chief Financial Officer

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

				By:				/s/ Xxxxxx Xxxxxx
				Name:				Xxxxxx Xxxxxx
				Title:				Chief Financial Officer

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BARCLAYS BANK PLC, as Administrative Agent and a Lender

				By:				/s/ Xxxxx Xxxxxx
				Name:				Xxxxx Xxxxxx
				Title:				Associate Director

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BANK OF AMERICA, N.A., as a Co-Syndication Agent and a Lender

				By:				/s/ Xxxxxxx Xxxxxxx
				Name:				Xxxxxxx Xxxxxxx
				Title:				Vice President

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CALYON, NEW YORK BRANCH, as a Co-Syndication Agent and a Lender

				By:				/s/ Xxxxxxxxx Xxxxx
				Name:				Xxxxxxxxx Xxxxx
				Title:				Managing Director

				By:				/s/ Xxxxxxx Xxxxxxxxxx
				Name:				Xxxxxxx Xxxxxxxxxx
				Title:				Managing Director

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CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Co-Documentation Agent and a Lender

				By:				/s/ Xxx Xxxxx
				Name:				Xxx Xxxxx
				Title:				Director

				By:				/s/ Xxxxx Xxxxx
				Name:				Xxxxx Xxxxx
				Title:				Associate

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DEUTSCHE BANK AG, NEW YORK BRANCH, as a Co-Documentation Agent and a Lender

				By:
				Name:
				Title:

				By:
				Name:
				Title:

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ABN AMRO BANK N.V., as a Lender

				By:				/s/ Xxxx X. Xxxxx
				Name:				Xxxx X. Xxxxx
				Title:				Director

				By:				/s/ Xxxx Xxxxxxxxxxx
				Name:				Xxxx Xxxxxxxxxxx
				Title:				Director

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CITIBANK, N.A. , as a Lender

				By:				/s/ Xxxxxxx Xxxxxx
				Name:				Xxxxxxx Xxxxxx
				Title:				Managing Director

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THE BANK OF NEW YORK, as Collateral Agent and a Lender

				By:				/s/ Xxxxxxx X. Xxxxxx
				Name:				Xxxxxxx X. Xxxxxx
				Title:				Vice President

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THE BANK OF N.T. XXXXXXXXXXX & SON LIMITED, as a Lender

				By:
				Name:
				Title:

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HSBC BANK, USA, N.A., as a Lender

				By:				/s/ Xxxxxxx X. Xxxxxxx
				Name:				Xxxxxxx X. Xxxxxxx
				Title:				Senior Vice President

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UBS LOAN FINANCE LLC, as a Lender

				By:				/s/ Xxxxxxx X. Xxxxxx
				Name:				Xxxxxxx X. Xxxxxx
				Title:				Director

				By:				/s/ Xxxx X. Xxxx
				Name:				Xxxx X. Xxxx
				Title:				Associate Director

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