8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2011

ASPEN INSURANCE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	001-31909	Not Applicable
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

Maxwell Roberts Building
1 Church Street
Hamilton HM 11
Bermuda
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (441) 295-8201

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 10.1

Exhibit 10.2

Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement

On August 12, 2011, Aspen Insurance Holdings Limited’s wholly-owned subsidiary Aspen Insurance Limited (“Aspen Bermuda”), and Citibank Europe plc (“Citi Europe”) replaced an existing letter of credit facility dated April 29, 2009 in a maximum aggregate amount of up to $550 million (the “LOC Facility”) with a new letter credit facility in a maximum aggregate amount of up to $1,050 million (the “New LOC Facility”). Under the New LOC Facility, Aspen Bermuda will pay to Citi Europe (a) a letter of credit fee based on the available amounts of each letter of credit and (b) a commitment fee, which varies based upon usage, on the unutilized portion of the New LOC Facility. Aspen Bermuda will also pay interest on the amount drawn by any beneficiary under a credit provided under the New LOC Facility at a rate per annum of LIBOR plus 1% (plus reserve asset costs, if any) from the date of drawing until the date of reimbursement by Aspen Bermuda.

The terms of a Pledge Agreement between Aspen Bermuda and Citi Europe (pursuant to an Assignment Agreement dated October 11, 2006) dated January 17, 2006, as amended, were also amended on August 12, 2011 (the “Pledge Agreement Amendment”) to change the types of securities or other assets that can be acceptable as collateral under the New LOC Facility.

All other agreements relating to Aspen Bermuda’s letter of credit facilities with Citi Europe, as previously filed with the SEC on October 13, 2006 or otherwise, remain in full force and effect and are incorporated herein by reference.

The summary above is qualified by the actual terms of the New LOC Facility and the Pledge Agreement Amendment, which are filed hereto as exhibits 10.1 and 10.2, respectively.

Section 2 — Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained above under “Item 1.01 Entry into a Material Definitive Agreement” is hereby incorporated by reference.

Section 9– Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

10.1 Letter of Credit Facility between Aspen Insurance Limited and Citibank Europe plc, dated August 12, 2011.

10.2 Amendment to Pledge Agreement between Aspen Insurance Limited and Citibank Europe plc, dated August 12, 2011.

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASPEN INSURANCE HOLDINGS LIMITED (Registrant)
Dated: August 15, 2011	By:	/s/ Richard Houghton
		Name:	Richard Houghton
		Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1

1 North Wall Quay
Dublin 1
Ireland T +353 1 622 2000
F +353 1 622 2222

Niall Tuckey	Citibank Europe plc
Vice President	1 North Wall Quay
ILOC Product	Dublin 1, Ireland

Date 12^th August 2011

Aspen Insurance Limited
Maxwell Roberts Building
1 Church Street
Hamilton
HM 11
Bermuda

Attention: Bryan Astwood

Dear Bryan

1.	Committed letter of credit facility
	Further to recent discussions, Citibank Europe plc (the “Bank”) is pleased to confirm its committed letter of credit issuance facility (the “Facility”) subject to the terms and conditions set out in this Letter.
	The Facility is intended to replace the committed letter of credit facility established pursuant to a facility letter between Aspen Insurance Limited and Citibank Europe plc dated 29 April 2009 (“the Old Facility”). The Old Facility is hereby terminated with immediate effect and the parties fully released from all rights, obligations and liabilities arising therefrom.
2.	Amount
	The Facility shall be in a maximum aggregate amount of USD 1,050,000,000 (One billion and fifty million United States Dollars) (the “Aggregate Facility Limit”) comprising two maturity tranches: Tranche 1 having a sub limit of USD 750,000,000 (seven hundred and fifty million United States Dollars); and Tranche II having a sub limit of USD 300,000,000 (three hundred million United States Dollars). Should the Company (as defined below) wish to reduce the Aggregate Facility Limit or any Tranche sub limit, it may do so upon written notification to the Bank. The notification (the “Notification”) must (i) specifically reference this Letter and (ii) clearly state the new facility limit that is to apply (“the New Limit”). The New Limit will take effect five Business Days following receipt, by the Bank, of the Notification.
3.	Facility Documents
	Aspen Insurance Limited (“the Company”) has entered into the following documents in relation to the Facility (each as amended, varied, supplemented, novated or assigned as the case may be):

(a)	Insurance Letters of Credit — Master Agreement (Form 3/CIFS) dated 15 December 2003 (the “Master Agreement”);
(b)	Reinsurance Deposit Agreement (Charge Form — Citibank N.A. as Custodian) dated 15 December 2003 (“Form 12”);

Citibank Europe plc

Directors: Aidan M Brady, Mark Fitzgerald, Jim Farrell, Bo J. Hammerich (Sweden), Brian Hayes, Mary Lambkin, Frank McCabe, William J. Mills (USA), Terence O’Leary (U.K.), Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Francesco Vanni d’Archirafi (Italy), Tony Woods.

Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.
Ultimately owned by Citigroup Inc., New York, U.S.A.
Citibank Europe plc is regulated by the Central Bank of Ireland

(c)	Pledge Agreement dated 17 January 2006 (“the Pledge Agreement”);
(d)	Collateral Account Control Agreement dated 17 January 2006 (“the Collateral Account Control Agreement”);
(e)	Corporate Mandate dated 29 April 2009; and
(f)	General Communications Indemnity dated 29 April 2009.

	In the event of any inconsistency between the terms of this letter and the terms of any Facility Document, the terms of this letter shall prevail.
4.	Conditions precedent
	The Company shall not request the issue of any Credit until the Bank has received the documents and other evidence specified below in a form and substance satisfactory to the Bank (each a “Condition Precedent”):

(a)	the enclosed duplicate of this Letter, duly executed on behalf of the Company before 12 August 2011; and
(b)	such other documents and other evidence as the Bank may reasonably require.

5.	Utilisation requests
5.1	Whenever the Company wishes the Bank (which, for purposes of this paragraph 5 shall include any branch or affiliate of the Bank that issues a Credit pursuant hereto) to issue a Credit under the Facility, it shall provide a duly completed application form in accordance with the provisions of the Master Agreement.
5.2	The Bank shall be entitled to examine each request to issue a Credit on a case-by-case basis and, notwithstanding clause 1(a)(i) of the Master Agreement during the continuance of this Letter, shall only be entitled to decline any such request without liability where:

(a)	such request would cause the Bank to be in breach of any law of any jurisdiction (including non-exclusively any breach of sanctions imposed by the law of the United States of America); or
(b)	the Credit requested is in a currency other than US dollars, GB pounds sterling, Canadian dollars or Euros;
(c)	the tenor of a Tranche I Credit is longer than 12 months or the tenor of a Tranche II Credit is longer than 60 months, as applicable; and/or
(d)	any deposit(s) as may have been requested by the Bank to be placed in the accounts established pursuant to the terms of the Form 12 and/or Pledge and Collateral Account Control Agreements have not been carried out to the Bank’s satisfaction.

6.	Interest
6.1	the Company shall pay interest on the amount drawn by a Beneficiary under a Credit at a rate per annum of LIBOR plus 1% (plus Reserve Asset Costs, if any) from the date of drawing until the date of reimbursement by the Company.

6.2	Any interest accruing under this paragraph 6 shall be immediately payable by the Company on demand by the Bank. Overdue interest shall be compounded in accordance with the usual practice of the Bank in respect of unauthorised overdrafts.
6.3	Interest due from the Company under this Letter shall:

(a)	be calculated and accrue from day to day;
(b)	be calculated on the basis of the actual number of days elapsed and a 360 day year (or such other day count convention as is market practice for the relevant currency); and
(c)	be payable both before and after judgment.

7.	Fees
	The fees that the Company is obliged to pay to the Bank in connection with the Facility are as set out in the Fee Letter.
8.	Repayment and expiry
	The Facility shall only apply in respect of Credits issued under Tranche 1 on or prior to 30 June 2013 (“the Tranche1 Facility Period”), and in the case of Tranche II on or prior to 30 June 2012 (“the Tranche 2 Facility Period”). Each tranche of the Facility shall expire on the earlier of (1) the date that is one year from the end of the relevant Tranche Facility Period; or (2) the stated expiry date on the last remaining Credit issued within the relevant Tranche Facility Period (“the Expiry Date”). The Bank and the Company shall commence negotiations, without being under any obligation, regarding the renewal of the Facility at least 60 days before the end of the Tranche II Facility Period.
9.	Representations and warranties
	The Company represents and warrants to the Bank, on the date of its acceptance of this Letter and with reference to (f)(ii) below only on each day (by reference to the facts and circumstances then existing) until this Letter has expired or terminated, that:

(a)

the Company (i) is duly organised, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of incorporation or organisation, (ii) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, (iii) has the requisite corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (iv) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all governmental authorities having jurisdictions, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of transactions contemplated by this Letter) as to each of the foregoing, except, in each case in clauses (ii), (iii) and (iv), where the failure to do so would not have a material adverse effect on the financial condition or prospects of the Group.

(b)

The execution, delivery and performance by the Company of this Letter and the consummation of the transactions contemplated hereby are within the Company’s corporate powers, have been duly authorised by all necessary corporate action, and do not contravene (i) the Company’s constitutional documents or (ii) law or any contractual restriction binding on or affecting the Company.

(c)	No authorisation or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any third party is required for the due execution, delivery and performance by the Company of this Letter or in respect of any Credit, except for those authorisations, approvals, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect.
(d)	This Letter has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, reorganisation, moratorium or similar law affecting creditors’ rights generally, (ii) the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).
(e)	The consolidated financial statements included in the most recent 10Q filing of the Group, copies of which have been furnished to the Bank, fairly present the consolidated financial condition of the Group in accordance with generally accepted accounting principles consistently applied. Since the date of such filing there has been no material adverse change to the financial condition or property of the Company or the Group.
(f)	There is no pending or, to the knowledge of the Company, threatened action, suit, investigation, litigation or proceeding affecting any member of the Group before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a material adverse effect on the financial position or prospects of the Group or (ii) purports to affect the legality, validity or enforceability of this Letter or any Facility Document or the consummation of the transactions contemplated hereby.

10.	Undertakings
	The Company undertakes to the Bank that it shall:

(a)	ensure that the Bank receives each annual report on Form 10-K filed by Aspen Insurance Holdings Limited with the SEC as soon as it is available and in any event within 90 days of its financial year end;
(b)	ensure that the Bank receives each quarterly report on Form 10-Q filed by Aspen Insurance Holdings Limited with the SEC as soon as it is available and in any event within 45 days of the end of the relevant quarter;
(c)	promptly upon it becoming aware of the event, provide the Bank with notice of any change in the Company’s ownership structure such that its ultimate parent (as at the date of this Letter) ceases to own, directly or indirectly, a majority of the equity of the Company or upon any announcement of such a restructuring by the parent. Any such event shall entitle the Bank, at its sole discretion, to terminate the Facility.

11.	Costs and expenses
	The Company undertakes to indemnify the Bank, on demand, for and against all actions, proceedings, losses, damages, charges, costs, expenses, claims and demands which the Bank may incur, pay or sustain (apart from the Bank’s own gross negligence or wilful misconduct) in connection with this Letter (including non-exclusively the cost of all registrations and any other legal fees that the Bank incurs in relation to the Facility).
12.	Certificates
	Any demand, notification or certificate issued by the Bank specifying any amount due under this Letter or any Facility Document or any determination of any ratio shall, in the absence of manifest error, be conclusive and binding on the Company.

13.	Miscellaneous
13.1	The rights of the Bank under this Letter and the Facility Documents may be exercised as often as necessary; are cumulative and not exclusive of its rights under the general law; and may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right.
13.2	If any provision of this Letter or any Facility Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect (i) the legality, validity or enforceability in that jurisdiction of any other provision of that document; or (ii) the legality, validity or enforceability in any other jurisdiction of that or any other provision of that document.
13.3	In no event shall the Bank be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Company hereby waives, releases and agrees (for itself and on behalf of the other members of the Group) not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its or their favour.
13.4	The Bank may set off any obligation of the Company under the Facility Documents or in respect of any Credit (whether present or future, actual or contingent) against any obligation owed by the Bank to the Company or Citibank N.A., regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
13.5	Clauses 13 and 14 [Assignment/Novation] of the Master Agreement shall apply in respect of this Letter, with necessary changes.
13.6	The terms of this Letter may not be waived, modified or amended unless such waiver, modification or amendment is in writing and signed by you nor may the Company assign any of its rights hereunder without the prior written consent of the Bank.
14.	Definitions and interpretation
14.1	Terms defined in any Facility Document shall have the same meanings when used in this Letter. Additionally, the following terms have the following meanings.
	Business Day means a day (other than a Saturday or a Sunday) on which banks are generally open in Dublin and London.
	Facility Documents means the documents specified in paragraphs 3(a) through 3(e) and any other document pursuant to which a security interest, guarantee or other form of credit support is created or exists in favour of the Bank in respect of the obligations of the Company under this Letter.
	Group means the Company and each other person from time to time included in the consolidated financial statements of Aspen Insurance Holdings Limited filed with the Securities and Exchange Commission.
	LIBOR means the overnight rate for US Dollars which appears on the screen display designated “Reuters Screen LIBOR01” on the Reuters Service (or such other screen display or service as may replace it for the purpose of displaying the relevant British Bankers’ Association Interest Settlement Rates for deposits in US Dollars in the London interbank market) at or about 11.00 a.m. on the relevant day.
	Quarter Day means 1 January, 1 April, 1 July and 1 October.

14.2 In this Letter (unless otherwise provided):

(a)	words importing the singular shall include the plural and vice versa;
(b)	references to:

(i)	paragraphs are to be construed as references to the paragraphs of this Letter;
(ii)	any document shall be construed as references to that document, as amended, varied, novated or supplemented;
(iii)	any statute or statutory provision shall include any statute or statutory provision which amends, extends, consolidates or replaces the same;
(iv)	any document or person being acceptable or approved or satisfactory shall be construed as meaning acceptable to or approved by or satisfactory to the Bank in its sole discretion;
(v)	a person shall be construed so as to include that person’s assignors, transferees or successors in title and shall be construed as including references to an individual, firm, partnership, joint venture, company, corporation, body corporate, unincorporated body of persons or any state or any agency of a state; and
(vi)	time are to London time.

14.3	The headings in this Letter are for convenience only and shall be ignored in construing this Letter.
15.	Communications
15.1	Any notice or demand to be served on the Company by the Bank hereunder may be served:

(a)	Personally on any officers listed in the Company’s General Communications Indemnity dated 29 April 2009 as amended from time to time (such shall be referred to as “Authorized Officer(s)”);
(b)	by letter addressed to the Company or to any of its officers at the Company’s registered office or at any one of its principal places of business; or
(c)	by telex or facsimile addressed in any such manner as aforesaid to any then published telex or facsimile number of the Company.

15.2	Unless otherwise stated, any notice or demand to be served on the Bank by the Company hereunder must be served on the Bank either at its address stated at the beginning of this Letter (or such other address as the Bank may notify the Company of from time to time) or by facsimile to such number as the Bank may notify the Company of from time to time.
15.3	Any notice or demand:

(a)	sent by post shall be deemed to have been served on the relevant party on the third Business Day after and exclusive of the day of posting; or
(b)	sent by telex or facsimile shall be deemed to have been served on the relevant party when confirmation is received.

In proving such service by post it shall be sufficient to show that the letter containing the notice or demand was properly addressed and posted and such proof of service shall be effective notwithstanding that the letter was in fact not delivered or was returned undelivered.

16.	Governing law
16.1	This Letter shall be governed by English law and for the benefit of the Bank the Company irrevocably submits to the jurisdiction of the English Courts in respect of any dispute which may arise from or in connection with this Letter or any Credit.
16.2	A person who is not a party to this Letter has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Letter.
17.	Anti-Tying
17.1	Citigroup’s Corporate and Investment Bank’s anti-tying policies are incorporated herein by reference.

Yours faithfully,

/s/ Mary O'Neill  

For and on behalf of Citibank Europe plc 

Accepted and agreed on
 

/s/ Bryan Astwood  

For and on behalf of Aspen Insurance Limited 

Accepted and agreed on
 

/s/ David Skinner  

For and on behalf of Aspen Insurance Limited 

EX-10.2

Exhibit 10.2

1 North Wall Quay
Dublin 1
Ireland T +353 1 622 2000
F +353 1 622 2222

Niall Tuckey	Citibank Europe plc
Vice President	1 North Wall Quay
ILOC Product	Dublin 1, Ireland

Aspen Insurance Limited
Attn Bryan Astwood
Maxwell Roberts Building
1 Church Street
Hamilton
HM 11
Bermuda

12^th August 2011

Dear Sir,

Pledge Agreement dated 17 January 2006 between Aspen Insurance Limited (“Aspen”) and Citibank Europe Plc (the “Bank”), as successor to Citibank, N.A. pursuant to an Assignment Agreement dated 11 October 2006 (as previously amended, varied, supplemented, novated or assigned, the “Pledge Agreement”)

We refer to (i) the Pledge Agreement; (ii) the letter from Citibank Ireland Financial Services (a previous name of the Bank) to Aspen dated 27 January 2006 (the “2006 Letter”); and (iii) the letter from the Bank to Aspen dated 28 October 2008 (the “2008 Letter”).

The purpose of this letter is to consolidate and restate the amendments made to the Pledge Agreement in the 2006 Letter and in the 2008 Letter and to make certain other amendments to the Pledge Agreement.

With effect from the date that the Bank receives the counter-signature of Aspen to this letter, the Pledge Agreement shall be amended as set out in Annex A to this letter.

Save as expressly provided in this letter, the provisions of the Pledge Agreement shall remain in full force and effect.

Please countersign and return the enclosed copy of this letter, which may be in any number of counterparts (including facsimile counterparts).

Yours faithfully,

For and on behalf of
Citibank Europe plc

/s/ Mary O’Neill
Name:	Mary O’Neill
Date: 12 August 2011

We hereby confirm our agreement to the above.

For and on behalf of	For and on behalf of
Aspen Insurance Limited	Aspen Insurance Limited
/s/ Bryan Astwood Name: Bryan Astwood	/s/ David Skinner Name: David Skinner
Date: 8/12/2011	Date: 8/12/2011

Citibank Europe plc

Directors: Aidan M Brady, Mark Fitzgerald, Jim Farrell, Bo J. Hammerich (Sweden), Brian Hayes, Mary Lambkin, Frank McCabe, William J. Mills (USA), Terence O’Leary (U.K.), Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Francesco Vanni d’Archirafi (Italy), Tony Woods.

Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.
Ultimately owned by Citigroup Inc., New York, U.S.A.
Citibank Europe plc is regulated by the Central Bank of Ireland

Annex A

1.	Section 6(k) shall be deleted in its entirety and replaced by the following:
	“The Pledgor shall cause Securities of the type specified in Schedule 1 to be pledged as Collateral so that at all times the Letter of Credit Value of such Securities shall equal or exceed the aggregate amount of the then outstanding Credits and, without limiting the foregoing, if at any time the Pledgor is not in compliance with the requirements of this sub-section (k), the Pledgor shall forthwith cause additional Securities of the type specified in Schedule 1 to be held as Collateral pursuant to Section 2 to the extent required to cause the Pledgor to be in compliance with this sub-section (k).”
2.	Schedule 1 shall be deleted in its entirety and replaced as set out in Annex B.
3.	Appendix A shall be amended by the inclusion of the following definitions:
	“Tranche I Credit” means any Credit issued under Tranche I of the facility letter from the Pledgee to the Pledgor dated 12th August 2011.
	“Tranche II Credit” means any Credit issued under Tranche II of the facility letter from the Pledgee to the Pledgor dated 12th August 2011.

Annex B

SCHEDULE 1

Letter of Credit Value and Pledgee’s Requirements

Acceptable Financial		Pledgee’s Requirements		Letter of Credit
Assets		Issuer	Rating	Value
(A)	Cash	Cash Deposits held at Citibank, N.A. London Branch.	N/A	100%
(B i)	Government & Agency Securities	Securities issued by the US or another OECD (the “Organisation for Economic Co-operation and Development”) Government rated AA or AA equivalent, or issued by agencies whose debt obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US government, and including securities issued by the FHLMC or FNMA to the extent the same shall be under the conservatorship of the Federal Housing Finance Agency.	AA or AA equivalent	89% of the fair market value of such Government & Agency Securities
		Government and Agency Securities shall have a maximum tenor of 20 years.
		Securities issued by GNMA whose debt obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US Government.
		GNMA Securities shall have a maximum tenor of 30 years.
(B ii)	US Agency MBS Securities: FHLMC & FNMA	Securities issued by the FHLMC or FNMA to the extent the same shall be under the conservatorship of the Federal Housing Finance Agency.	AA or AA equivalent	86.5% of the fair market value of such US Agency MBS Securities
		US Agency MBS Securities shall have a maximum tenor of 30 years.
(C)	Multilateral Lending Institution Securities	Securities issued by multilateral lending institutions or regional development banks in which the US government is a shareholder or contributing member, including International Bank for Reconstruction and Development (the World Bank), the International Finance Corporation, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the European Investment Bank, the European Bank for Reconstruction and Development and the Nordic Investment Bank.	AA or AA equivalent or better	88.5% of the fair market value of such Multilateral Lending Institution Securities.
		Multilateral Lending Institution Securities shall have a maximum tenor of 20 years.

Acceptable Financial		Pledgee’s Requirements		Letter of Credit
Assets		Issuer	Rating	Value
(D)	US or OECD Government Agency Securities	Securities issued by US or other OECD government agencies whose debt is implicitly guaranteed by the US government or an OECD government.	AA or AA equivalent or better	88.5% of the fair market value of such US or OECD Government Agency Securities
		US or OECD Government Agency Securities shall have a maximum tenor of 20 years.
(E)	Corporate Bonds	Non-convertible publicly traded securities, excluding warrants and perpetual instruments, issued by corporate entities domiciled in the US or other OECD countries and in each case with a rating A or better and with a remaining tenor to final maturity of no greater than 15 years.	A or A equivalent or better	85% of the fair market value of such Corporate Bonds where the tenor of such Corporate Bonds is 10 years or less.
		The Pledgor shall not deliver Corporate Bonds such that 10% or more of the Pledged Securities is constituted by Corporate Bonds of a single issuer.		80% of the fair market value of such Corporate Bonds where the tenor of such Corporate Bonds is greater than 10 years and less than or equal to 15
		Corporate Bonds shall not exceed 35% of the aggregate Letter of Credit outstandings at any time.