AGREEMENT AND PLAN OF MERGER by and among HIGHLANDS HOLDINGS, LTD. HIGHLANDS MERGER SUB, LTD. and ASPEN INSURANCE HOLDINGS LIMITED Dated as of August 27, 2018Agreement and Plan of Merger • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 27, 2018, among Aspen Insurance Holdings Limited, a Bermuda exempted company (the “Company”), Highlands Holdings, Ltd., a Bermuda exempted company (“Parent”), and Highlands Merger Sub, Ltd., a Bermuda exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDED AND RESTATED REINSURANCE AGREEMENT by and among ASPEN INSURANCE UK...Reinsurance Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
This AMENDED AND RESTATED REINSURANCE AGREEMENT, dated as of January 10, 2022 (this “Agreement”), is made by and among Aspen Insurance UK Limited, a company incorporated in England and Wales, Aspen Managing Agency Limited, a company incorporated in England and Wales, for and on behalf of the underwriting members(s) of Lloyd’s Syndicate 4711, Aspen Bermuda Limited, a company incorporated in Bermuda, Aspen American Insurance Company, a Texas-domiciled insurance company, Aspen Specialty Insurance Company, a North Dakota-domiciled insurance company (individually or collectively, “Aspen”), Aspen Insurance Holdings Limited, a company incorporated in Bermuda (“Aspen Parent”) (solely for the purposes of Sections 11.1, 13.2, 14.1, 16.3, 16.9, 16.12, 16.13 and 16.16) and Cavello Bay Reinsurance Limited, a Bermuda insurance company (the “Reinsurer”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
MANAGEMENT CONSULTING AGREEMENT, dated March 28, 2019 (this “Agreement”), by and between ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda exempted company (the “Company”), and APOLLO MANAGEMENT HOLDINGS, L.P., a Delaware limited partnership (the “Service Provider”).
DATED February 19, 2019 ASPEN INSURANCE HOLDINGS LIMITED and MARK CLOUTIER SERVICE AGREEMENTService Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
Clause Page 1. DEFINITIONS AND INTERPRETATION 1 2. APPOINTMENT 3 3. TERM 3 4. DUTIES 4 5. INSIDE INFORMATION 5 6. REMUNERATION 6 7. TRAVEL AND EXPENSES 7 8. PENSION 7 9. BENEFITS 7 10. HOLIDAYS AND HOLIDAY PAY 7 11. SICKNESS, ABSENCE, DISABILITY OR DEATH 8 12. CONFIDENTIAL INFORMATION 9 13. PROTECTION OF THE COMPANY’S BUSINESS INTERESTS 11 14. INTELLECTUAL PROPERTY RIGHTS 14 15. TERMINATION 16 16. GARDEN LEAVE 19 17. CHANGE IN CONTROL 20 18. EFFECT OF TERMINATION OF THIS AGREEMENT 20 19. APPOINTMENT OF ATTORNEY 20 20. AMALGAMATION, RECONSTRUCTION AND CHANGE OF DIRECTOR 21 21. DISCIPLINARY AND GRIEVANCE PROCEDURES 21
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of December 18, 2014 (as may be amended, restated or otherwise modified from time to time, this “Agreement”), made among ASPEN BERMUDA LIMITED, a company organized and existing under the laws of Bermuda whose address of its registered or principal office is at 141 Front Street, Hamilton, HM19 Bermuda (the “Pledgor”) and CITIBANK EUROPE plc (as successor by assignment to Citibank, N.A.; referred to herein as the “Pledgee”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL DATED May 27, 2022 (1) ASPEN INSURANCE UK SERVICES LIMITED - and - (2) MINDTREE...Master Services Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
The Service Provider has agreed to supply and Aspen has agreed to accept the Services on the terms and conditions of this Agreement;
Aspen Insurance Limited Attn Bryan Astwood Maxwell Roberts BuildingAspen Insurance Holdings LTD • December 20th, 2023 • Fire, marine & casualty insurance
DEPOSIT AGREEMENT Dated August 13, 2019 ASPEN INSURANCE HOLDINGS LIMITED, AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, - and - The Holders from Time to Time of The Depositary Receipts Described Herein RELATING TO...Deposit Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
DEPOSIT AGREEMENT, dated August 13, 2019 among ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda exempted company (the “Company”), COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Trust Company”), jointly as Depositary (as hereinafter defined), and the holders from time to time of Receipts (as hereinafter defined) issued hereunder.
DEED OF AMENDMENTAspen Insurance Holdings LTD • December 20th, 2023 • Fire, marine & casualty insurance
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
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).
RECITALSFourth Supplemental Indenture • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
WHEREAS, the Company and the Trustee entered into an Indenture, dated as of August 16, 2004 (the “Original Indenture”), pursuant to which senior debt securities of the Company (the “Securities”) may be issued in one or more series from time to time;
Insurance Letters of Credit − Master AgreementAspen Insurance Holdings LTD • December 20th, 2023 • Fire, marine & casualty insurance
To: Citibank Ireland Financial Services plcInsurance Letter of Credit Department2nd Floor1 North Wall QuayDublin 1Republic of Ireland
DEED OF AMENDMENTAspen Insurance Holdings LTD • December 20th, 2023 • Fire, marine & casualty insurance
ASSIGNMENT AGREEMENT (THIS “AGREEMENT”) October 11, 2006Assignment Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
(1)INSURANCE LETTERS OF CREDIT MASTER AGREEMENT, dated December 15, 2003 and attached hereto as Exhibit I (the “Master Agreement”) among Citibank Ireland Financial Services plc (whose name has since been changed to Citibank Europe Plc) (“CEP”) and Aspen Insurance Ltd (“Aspen”), as Applicant;
DEED OF AMENDMENTAspen Insurance Holdings LTD • December 20th, 2023 • Fire, marine & casualty insurance
THIRD SUPPLEMENTAL INDENTURE BY AND BETWEEN ASPEN INSURANCE HOLDINGS LIMITED, AS ISSUER AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE Dated as of November 13, 2013 ASPEN INSURANCE HOLDINGS LIMITEDIndenture • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
This Third Supplemental Indenture, dated as of November 13, 2013 (the “Third Supplemental Indenture”), to the Indenture, dated as of August 16, 2004 (the “Original Indenture”) by and between Aspen Insurance Holdings Limited, a limited company duly organized and existing under the laws of Bermuda, having its principal executive office located at 141 Front Street, Hamilton HM 19, Bermuda (the “Company”), as issuer, and Deutsche Bank Trust Company Americas, a New York banking corporation duly organized and existing under the laws of the State of New York, having its corporate trust office located at 60 Wall Street, New York, NY 10005 (the “Trustee”), as trustee, is effective upon the execution hereof by the parties hereto.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT among ASPEN INSURANCE HOLDINGS LIMITED, The Subsidiary Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, THE BANK OF NEW YORK MELLON, as Collateral Agent,...Credit Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of March 27, 2017, among ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda exempted limited liability company (the “Company”), the Subsidiary Borrowers (as defined below; together with the Company, collectively, the “Borrowers” and individually, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CITIBANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), DEUTSCHE BANK SECURITIES INC., THE BANK OF NEW YORK MELLON and LLOYDS SECURITIES INC., as co-documentation agents (in such capacities, each a “Co-Documentation Agent”), THE BANK OF NEW YORK MELLON, as collateral agent, and BARCLAYS BANK PLC, as administrative agent.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
