Assured Guaranty LTD Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 2nd, 2006 • Assured Guaranty LTD • Surety insurance • New York

THIS AGREEMENT is entered into, effective as of December 21, 2005 by and between Assured Guaranty Ltd., a Bermuda company (the “Company”), and (“Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2009 • Assured Guaranty LTD • Surety insurance • New York

THIS AGREEMENT was initially made and entered into as of the 28th day of April, 2004 (the “Original Effective Date”) by and between, Assured Guaranty Corp., a Maryland corporation (referred to as the “Company”), and Michael J. Schozer (the “Executive”); and the provisions set forth herein constitute an amendment, restatement and continuation of this Agreement as in effect immediately prior to January 1, 2009 (the “Amendment Effective Date”).

Master Repurchase Agreement
Master Repurchase Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
September 1996 Version
Assured Guaranty LTD • August 10th, 2009 • Surety insurance • New York
Executive Restricted Stock Unit Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Unit Agreement • May 10th, 2023 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT is effective as of the Grant Date (as defined in Section 1), and is by and between the Participant and Assured Guaranty Ltd. (the “Company”).

Non-Qualified Stock Option Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Non-Qualified Stock Option Agreement • May 10th, 2010 • Assured Guaranty LTD • Surety insurance

WHEREAS, the Company maintains the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the “Plan”), and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Non-Qualified Stock Option Award under the Plan; and

Performance-Based Restricted Stock Unit Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Unit Agreement • May 10th, 2019 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT is effective as of the Grant Date (as defined in Section 1), and is by and between the Participant and Assured Guaranty Ltd. (the "Company").

Restricted Stock Agreement for Outside Directors under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Agreement • August 8th, 2014 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Director and Assured Guaranty Ltd. (the "Company"):

Assured Guaranty Ltd. 21,848,934 Common Shares UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2010 • Assured Guaranty LTD • Surety insurance • New York
Performance-Based Restricted Stock Unit Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Assured Guaranty LTD • May 10th, 2023 • Surety insurance

THIS AGREEMENT is effective as of the Grant Date (as defined in Section 1), and is by and between the Participant and Assured Guaranty Ltd. (the “Company”).

Assured Guaranty US Holdings Inc. Assured Guaranty Ltd.
Underwriting Agreement • August 21st, 2023 • Assured Guaranty LTD • Surety insurance • New York

Assured Guaranty US Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) $350,000,000 aggregate principal amount of its 6.125% Senior Notes due 2028 (the “Notes”), to be issued under an indenture, dated as of May 1, 2004 (the “Indenture”), among the Issuer, Assured Guaranty Ltd., a Bermuda company (the “Guarantor”), and The Bank of New York Mellon, as Trustee (the “Trustee”). BofA Securities, Inc. and Goldman Sachs & Co. LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities (as defined below).

Five Year Cliff Vest Restricted Stock Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Agreement • May 10th, 2006 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and Assured Guaranty Ltd. (the “Company”):

Restricted Stock Unit Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Unit Agreement • May 10th, 2011 • Assured Guaranty LTD • Surety insurance

WHEREAS, the Company maintains the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the “Plan”), and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Unit Award under the Plan; and

Restricted Stock Unit Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Unit Agreement • May 10th, 2023 • Assured Guaranty LTD • Surety insurance

WHEREAS, the Company maintains the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the “Plan”), and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Unit Award under the Plan; and

Restricted Stock Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Agreement • March 2nd, 2006 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and Assured Guaranty Ltd. (the “Company”):

Restricted Stock Unit Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Unit Agreement • May 10th, 2011 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT is effective as of the Grant Date (as defined in paragraph 1), and is by and between the Participant and Assured Guaranty Ltd. (the “Company”).

Non-Qualified Stock Option Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Qualified Stock Option Agreement • March 2nd, 2006 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and Assured Guaranty Ltd. (the “Company”):

Restricted Stock Agreement for Outside Directors under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan(1)
Restricted Stock Agreement • March 2nd, 2006 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Director and Assured Guaranty Ltd. (the “Company”):

Restricted Stock Unit Agreement for Outside Directors under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan(1)
Restricted Stock Unit Agreement • March 2nd, 2006 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Director and Assured Guaranty Ltd. (the “Company”):

5-YEAR REVOLVING CREDIT FACILITY CREDIT AGREEMENT Among ASSURED GUARANTY LTD., ASSURED GUARANTY CORP., ASSURED GUARANTY (UK) LTD., ASSURED GUARANTY RE LTD., ASSURED GUARANTY RE OVERSEAS LTD. and THE BANKS PARTY HERETO and ABN AMRO BANK N.V., As...
Credit Agreement • August 10th, 2009 • Assured Guaranty LTD • Surety insurance • London

THIS CREDIT AGREEMENT is dated as of November 6, 2006, and is made by and among ASSURED GUARANTY LTD., a company organized under the laws of Bermuda, ASSURED GUARANTY CORP., a Maryland corporation, ASSURED GUARANTY (UK) LTD., a company organized under the laws of England and Wales, ASSURED GUARANTY RE LTD., a company organized under the laws of Bermuda, ASSURED GUARANTY RE OVERSEAS LTD., a company organized under the laws of Bermuda, the BANKS (as hereinafter defined), and ABN AMRO BANK N.V., in its capacity as administrative agent for the Banks under this Agreement and sole bookrunner.

GUARANTY
Guaranty • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York

THIS GUARANTY (this “Guaranty”), effective as of March 9, 2000, is executed and delivered by ACE Capital Re International Ltd., an insurance company registered and licensed under the laws of the Islands of Bermuda (“Parent”), for the benefit of ACE Capital Re Bermuda Ltd., an insurance company registered and licensed under the laws of the Islands of Bermuda (“Subsidiary”).

MASTER SEPARATION AGREEMENT
Master Separation Agreement • May 3rd, 2004 • Assured Guaranty LTD • Surety insurance • New York

THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2004, among ACE Limited, a Cayman Islands corporation (“ACE”), ACE Financial Services Inc., a Delaware corporation (“ACE Financial Services”), ACE Bermuda Insurance Ltd., a Bermuda company (“ACE Bermuda”), and Assured Guaranty Ltd., a Bermuda company (the “Company”).

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AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • November 17th, 2008 • Assured Guaranty LTD • Surety insurance • New York

This AMENDMENT TO INVESTMENT AGREEMENT, dated as of November 13, 2008 (this “Amendment”), is between Assured Guaranty Ltd., a Bermuda company (the “Company”), and WLR Recovery Fund IV, L.P., a Delaware limited partnership (the “Investor”).

Restricted Stock Agreement for Outside Directors under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Agreement • May 10th, 2023 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Director and Assured Guaranty Ltd. (the "Company"):

QUOTA SHARE RETROCESSION AGREEMENT
Quota Share Retrocession Agreement • April 19th, 2004 • Assured Guaranty LTD • Surety insurance • New York

This Quota Share Retrocession Agreement (this “Agreement”), dated as of April , 2004, is made and entered into by and between ASSURED GUARANTY RE OVERSEAS LTD., formerly known as ACE CAPITAL RE OVERSEAS LTD. (the “Retrocedent”), an insurance company registered and licensed under the laws of the Islands of Bermuda, and ACE TEMPEST RE USA, INC. for and on behalf of ACE AMERICAN INSURANCE COMPANY (the “Retrocessionaire”), a Pennsylvania insurance company.

Restricted Stock Unit Agreement for Outside Directors under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Unit Agreement • August 8th, 2008 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Director and Assured Guaranty Ltd. (the “Company”):

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 22nd, 2004 • Assured Guaranty LTD • Surety insurance • New York

This Stock Purchase Agreement (this “Agreement”), dated as of April 15, 2004, is entered into by and between Assured Guaranty Re Overseas Ltd. (formerly known as ACE Capital Re Overseas Ltd.), an insurance company registered and licensed under the laws of the Islands of Bermuda (“Seller”), and ACE Bermuda Insurance Ltd., an insurance company registered and licensed under the laws of the Islands of Bermuda (“Buyer”).

STOCK PURCHASE AGREEMENT
Agreement of Purchase and Sale • February 26th, 2015 • Assured Guaranty LTD • Surety insurance • New York

This STOCK PURCHASE AGREEMENT, dated as of December 22, 2014 (this “Agreement”), is made by and between Radian Guaranty Inc., an insurance company organized under the laws of the Commonwealth of Pennsylvania (“Seller”), and Assured Guaranty Corp., an insurance company organized under the laws of the State of Maryland (“Buyer”).

Contract
Assured Guaranty LTD • May 28th, 2004 • Surety insurance • New York

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

QUOTA SHARE RETROCESSION AGREEMENT
Quota Share Retrocession Agreement • August 10th, 2004 • Assured Guaranty LTD • Surety insurance • New York

This Quota Share Retrocession Agreement (this “Agreement”), dated as of April 28, 2004, is made and entered into by and between ASSURED GUARANTY RE INTERNATIONAL LTD., formerly known as ACE CAPITAL RE INTERNATIONAL LTD. (“AGRI”), and ACE BERMUDA INSURANCE LTD. (“ACE Bermuda”).

INVESTMENT ADVISORY SERVICES AGREEMENT
Investment Advisory Services Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York

THIS AGREEMENT (the “Agreement”) is executed as of 7-23-02 and made effective as of the 1st day of January, 2002, by and between ACE Capital Title Reinsurance Company, a New York insurance company (the “Client”), and ACE Asset Management Inc., a Delaware company (“ServiceCo”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2004 • Assured Guaranty LTD • Surety insurance • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2004, is among Assured Guaranty Ltd., a Bermuda corporation (the “Company”), ACE Limited, a Cayman Islands corporation (“ACE”), and ACE Bermuda Insurance Ltd., a Bermuda corporation (“ACE Bermuda”).

ASSURED GUARANTY US HOLDINGS INC., Issuer and ASSURED GUARANTY LTD., Guarantor to THE BANK OF NEW YORK, Trustee
Indenture • May 28th, 2004 • Assured Guaranty LTD • Surety insurance • New York

INDENTURE, dated as of May 1, 2004 (the “Indenture”), among ASSURED GUARANTY US HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), having its principal executive office located at c/o Assured Guaranty Corp., 1325 Avenue of the Americas, New York, New York, 10019, ASSURED GUARANTY LTD., a company duly organized and existing under the laws of Bermuda (hereinafter called the “Guarantor”), having its principal executive office at 30 Woodbourne Avenue, Hamilton HM 08, Bermuda, and THE BANK OF NEW YORK, a New York banking corporation (hereinafter called the “Trustee”), having its Corporate Trust Office located at 101 Barclay Street, Floor 8 West, New York, New York 10286.

SCHEDULE
1992 Master Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
Contract
Assured Guaranty LTD • December 20th, 2006 • Surety insurance

Replacement Capital Covenant, dated as of December 20, 2006 (this “Replacement Capital Covenant”), by Assured Guaranty U.S. Holdings Inc., a Delaware corporation (together with its successors and assigns, the “Corporation”), and Assured Guaranty Ltd., a Bermuda company (together with its successors and assigns, the “Guarantor”), in favor of and for the benefit of each Covered Debtholder (as defined below).

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