REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2008 • Xl Capital LTD • Surety insurance • New York
WHEREAS, the Company, XLFA and XLCA are parties to that certain Master Commutation, Release and Restructuring Agreement, dated as of July 28, 2008, by and among Syncora Holdings Ltd, (previously known as Security Capital Assurance Ltd.), XLFA, XLCA, the Company and the other parties thereto (the “Master Transaction Agreement”), pursuant to which, among other things, the Company has agreed to provide the Holders (as defined below) certain rights as set forth herein.
XL CAPITAL LTD, THE BANK OF NEW YORK MELLON, as Collateral Agent, Custodial Agent and Securities Intermediary AND THE BANK OF NEW YORK MELLON, as Purchase Contract Agent PLEDGE AGREEMENT Dated as of August 5, 2008Pledge Agreement • August 6th, 2008 • Xl Capital LTD • Surety insurance • New York
PLEDGE AGREEMENT, dated as of August 5, 2008 (this “Agreement”), among XL Capital Ltd, a Cayman Islands exempted limited company (the “Company”), The Bank of New York Mellon, a New York banking corporation, not individually but solely as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”) and as “securities intermediary” as defined in Section 8-102(a)(14) of the Code (as defined herein) (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), and The Bank of New York Mellon, a New York banking corporation, not individually but solely as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Units (in such capacity, together with its successors in such capacity, the “Purchase Contract Agent”) under the Purchase Contract Agreement (as defined herein).
Purchase Contract Agreement XL CAPITAL LTD AND THE BANK OF NEW YORK MELLON, AS PURCHASE CONTRACT AGENT PURCHASE CONTRACT AGREEMENT Dated as of August 5, 2008Purchase Contract Agent Purchase Contract Agreement • August 6th, 2008 • Xl Capital LTD • Surety insurance • New York
PURCHASE CONTRACT AGREEMENT, dated as of August 5, 2008, between XL Capital Ltd, a Cayman Island exempted limited company (the “Company”), and The Bank of New York Mellon, a New York banking corporation, acting as purchase contract agent and attorney-in-fact for the Holders of Units from time to time (the “Purchase Contract Agent”).
ContractXl Capital LTD • August 6th, 2008 • Surety insurance • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of August 5, 2008 (the "Fifth Supplemental Indenture"), by and between XL CAPITAL LTD, a Cayman Islands exempted limited company (the "Company"), having its principal office at XL House, One Bermudiana Road, Hamilton HM11, Bermuda, and THE BANK OF NEW YORK MELLON, a New York banking corporation, having a Corporate Trust Office at 101 Barclay Street, Floor 8W, New York, New York 10286, as trustee (the "Trustee") under the Indenture.
