Assured Guaranty Ltd. 38,500,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2009 • Assured Guaranty LTD • Surety insurance • New York
Assured Guaranty Ltd. Assured Guaranty US Holdings Inc. 3,000,000 Equity Units (Initially Consisting of 3,000,000 Corporate Units) UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2009 • Assured Guaranty LTD • Surety insurance • New York
Assured Guaranty Ltd., a Bermuda company (the “Unit Issuer”), subject to the terms and conditions stated herein, proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 3,000,000 of its Equity Units (the “Equity Units”). In addition, the Unit Issuer has granted to the Underwriters an option to purchase up to an additional 450,000 Equity Units (the “Optional Securities”), as provided in Section 2 (the Equity Units and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Securities”). Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) has agreed to act as a representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Securities.
ASSURED GUARANTY LTD. and THE BANK OF NEW YORK MELLON, as Purchase Contract Agent, and THE BANK OF NEW YORK MELLON, as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of June 24, 2009Purchase Contract and Pledge Agreement • June 23rd, 2009 • Assured Guaranty LTD • Surety insurance • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of June 24, 2009, among ASSURED GUARANTY LTD., a Bermuda company (the “Company”), THE BANK OF NEW YORK MELLON, a New York banking corporation, acting as purchase contract agent for, and for purposes of the Pledge created hereby as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), THE BANK OF NEW YORK MELLON, as collateral agent hereunder for the benefit of the Company (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 UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
ASSURED GUARANTY US HOLDINGS INC., as Issuer AND ASSURED GUARANTY LTD., as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 24, 2009First Supplemental Indenture • June 23rd, 2009 • Assured Guaranty LTD • Surety insurance • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 24, 2009, is among ASSURED GUARANTY US HOLDINGS, INC., a Delaware corporation (the “Company”), ASSURED GUARANTY LTD., a Bermuda company (the “Guarantor”) and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Trustee (the “Trustee”).
