EXHIBIT
99.2
DEED OF ADHERENCE
TO THE THIRD AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT
AND TO CERTAIN PROVISIONS OF THE
AMENDED AND RESTATED SHAREHOLDERS'
AGREEMENT
This deed of adherence is made
on 22 December 2005 by Wellington Investment Holdings (Jersey)
Limited a company registered in Jersey under number 91731 whose
registered office is at 00 Xxxxxxxxx Xxxxxx, Xx Xxxxxx, Xxxxxx, XX0
0XX, Channel Islands (the "New
Shareholder") and is supplemental to the Third Amended
and Restated Registration Rights Agreement dated 14 November 2003 made
between all those parties listed therein (the
"Registration Rights
Agreement").
WHEREAS:
 |
|
| (A) |
The
Existing Shareholders are either party to or have adhered to the
Registration Rights Agreement which regulates their rights to dispose
of their interest in Aspen Insurance Holdings Limited
("Aspen"). |
|
|
| (B) |
The
Existing Shareholders are also either a party to or have adhered to an
Amended and Restated Shareholders' Agreement dated 30 September
2003 which further regulates their rights to dispose of their interest
in Aspen (the "Shareholders'
Agreement"). |
|
|
| (C) |
Aspen
has also entered into the Amended and Restated Instrument Constituting
Options to Subscribe for Shares in Aspen dated 2 December 2003 which
regulates the creation, issue, management and disposal of options in
certain Aspen ordinary shares (the "Option
Agreement"). |
|
|
| (D) |
By an
agreement dated 22 December 2005 between Wellington Underwriting plc
("Wellington") and the New
Shareholder, Wellington agreed to sell to the New Shareholder 3,800,412
shares in Aspen and options to subscribe for 3,781,120 shares in Aspen
(respectively the "Aspen Shares" and
the "Aspen Option" and together the
"Aspen Investment") (the
"Agreement"). Under the Agreement,
Wellington also assigned all of its rights and benefits (including the
registration rights) under the Registration Rights Agreement pursuant
to, amongst others, Section 9 of the Registration Rights
Agreement. |
This deed witnesses as
follows:
|
|
| 1. |
The terms defined in the
Registration Rights Agreement and the Shareholders' Agreement
shall, save where the context otherwise requires, apply in relation to
this Deed. |
|
|
| 2. |
The New Shareholder
confirms that it has been given and has read a copy of the Registration
Rights Agreement and covenants with each of the Holders that following
completion of the transfer by Wellington to the New Shareholder of the
Aspen Investment to observe, perform and be bound by all the terms and
conditions of the Registration Rights Agreement applicable to the New
Shareholder as if the New Shareholder were a party to the Registration
Rights Agreement and named therein as a Holder as from the date of this
Deed. |
|
|
| 3. |
Pursuant to sub-paragraph (a)
of the definition of Permitted Transfer in the Shareholders'
Agreement, the New Shareholder undertakes to Aspen that if the New
Shareholder ceases to be a member of the same group (as the expression
"member of the same group" is defined in the
Shareholders' Agreement) as Wellington it shall transfer all the
Aspen Shares it holds at that time before such cessation occurs to
another member of the same Group as
Wellington. |
|
|
| 4. |
The address for notices
of the New Shareholder for the purposes of Section 9 (c) (Notices) of
the Registration Rights Agreement is: |
Wellington
Investment Holdings (Jersey) Limited
c/o Xxxxxxx Xxxxxxx
MIFA J
Corporate 6
00 Xxxxxxxxx Xxxxxx
Xx Xxxxxx
XX0
0XX
Xxxxxxx Xxxxxxx
Fax number: x00 (0)0000 000000
Email
address: xxxxxxx.xxxxxxx@xxxxxxx.xxx
1
|
|
| 5. |
This Deed is
for the benefit of each of the Holders and their successors and
permitted assigns and no third party shall have any right, title or
interest in this Deed as a third party beneficiary (express or implied)
or otherwise. |
|
|
| 6. |
This Deed shall be
governed by, and must be interpreted in accordance, with the laws of
the State of New York applicable to contracts made and to be performed
in that State. |
|
|
| 7. |
The courts of the
State of New York in New York County and the United States District
Court for the Southern District of New York shall have jurisdiction
over the New Shareholder with respect to any dispute or controversy
between them arising under or in connection with this Deed and, by
execution and delivery of this Deed. The New Shareholder submits to the
non-exclusive jurisdiction of those courts, including but not limited
to the in personam and subject matter jurisdiction of those courts,
waives any objections to such jurisdiction on the grounds of venue or
forum non conveniens, the absence of in personam or subject matter
jurisdiction and any similar grounds, consents to service of process by
mail (in accordance with Section 9(c) of the Registration Rights
Agreement) or any other manner permitted by law, and irrevocably agrees
to be bound by any judgment rendered thereby in connection with this
Deed. |
IN WITNESS WHEREOF this Deed has been
executed by the New Shareholder herein and is intended to be and is
hereby delivered on the date first above
written.
|
|
|
|
|
|
|
|
|
|
|
| Executed
as a deed by
Wellington |
|
) |
|
|
| Investment
Holdings (Jersey) |
|
) |
|
Authorised
signatory |
| Limited acting by |
|
) |
|
|
| and |
|
) |
|
|
| |
|
|
|
Authorised
signatory |
|
2
