GUARANTYGuaranty • 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”).
INVESTMENT ADVISORY SERVICES AGREEMENTInvestment 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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”).
RETROCESSION AGREEMENT by and between ACE CAPITAL RE OVERSEAS LTD. of Hamilton, Bermuda, referred to in this Agreement as the “Ceding Company,”Aggregate Loss Portfolio Reinsurance Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
This Agreement, dated this 18th day of July, 2001 (this “Agreement”) is made and entered into by and between Commercial Guaranty Assurance, Ltd., a company with limited liability organized under the laws of Bermuda (the “Company”), and ACE Capital Re Overseas Ltd., a company with limited liability organized under the laws of Bermuda (the “Reinsurer”).
TERMINATION AGREEMENTStop Loss Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
This Termination Agreement (this “Agreement”) is entered into by and between ACE Capital Re Overseas Ltd. (the “Reinsurer”) and ACE INA Overseas Insurance Company Ltd. (the “Company”) and is effective at 12:01 A.M. Eastern Standard Time on January 1, 2002 (the “Effective Date”).
FORM OF TAX SHARING AGREEMENTTax Sharing Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
This TAX SHARING AGREEMENT (the ‘Agreement”), dated March , 2004, is by and among Assured Guaranty Limited (“AGL”), a Bermuda corporation having its principal office at 30 Woodbourne Avenue, Hamilton, Bermuda, ACE Financial Services, Inc. (“AFS”), a Delaware corporation having its principal office at 1325 Avenue of the Americas, New York, New York 10018, ACE Prime, Inc (“ACE Prime”), a Delaware corporation having its principal office at 1209 Orange Street, Wilmington, Delaware, 19801, Assured Guaranty US Holdings, Inc (“AG US Holdings”), a Delaware corporation having its principal office at 1325 Avenue of the Americas, New York, New York 10018, ACE Guaranty Corp. (“AGC”), a Maryland Corporation having its principal office at 1325 Avenue of the Americas, New York, New York 10018, AGR Financial Products (“AGR FP”), a New York Corporation having its principal office at 1325 Avenue of the Americas, New York, New York 10018, and ACE Risk Assurance (“ARA”), a New York Corporation having its
AMENDED AND RESTATED TERMINATION AGREEMENTTermination Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
This Amended and Restated Termination Agreement (this “Agreement”) is entered into by and between ACE Bermuda Insurance Ltd. (the “Ceding Company”) and ACE Capital Re International Ltd. (the “Retrocessionaire”), is effective at 12:01 A.M. Eastern Standard Time on January 1, 2002 (the “Termination Effective Date”) and supercedes and replaces in its entirety the Termination Agreement entered into by the Ceding Company and Retrocessionaire.
NOVATION AND AMENDMENT AGREEMENTNovation and Amendment Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
This Novation and Amendment Agreement, dated as of December 30, 2002 (the “Agreement”), is made by and between ACE Capital Re Overseas Ltd. (“Overseas”), ACE Capital Re International Ltd. (“International”) and ACE European Markets Insurance Limited (“AEMI”). Capitalized terms used herein but not defined shall have the meaning ascribed thereto in the Reinsurance Agreement (as hereinafter defined).
MODIFICATION AGREEMENTModification Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • Maryland
This Modification Agreement (the “Agreement”) dated as of January 1, 2000, is made by and between ACE Guaranty Re Inc. (formerly Capital Reinsurance Company), a Maryland domiciled insurance company (“AGRE”) and its direct parent company, ACE Financial Services Inc. (formerly Capital Re Corporation), a Delaware domiciled insurance holding company (“ACE Financial”).
TERMINATION AGREEMENTTermination Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
This Termination Agreement, dated as of May 31, 2003 (this “Agreement”), is made by and between ACE European Markets Insurance Limited (“AEM”) and ACE Capital Re Overseas Limited (“ACRO”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Reinsurance Agreement (as hereinafter defined).
QUOTA SHARE RETROCESSION AGREEMENTQuota Share Retrocession Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
This Quota Share Retrocession Agreement (“Agreement”), effective as of January 1, 2002, is made and entered into by and between ACE CAPITAL RE OVERSEAS LTD. (the “Retrocedent”), an insurance company registered and licensed under the laws of the Islands of Bermuda, and ACE AMERICAN INSURANCE COMPANY (the “Retrocessionaire”), a Pennsylvania insurance company.
WHOLE ACCOUNT EXCESS OF LOSS REINSURANCE AGREEMENTWhole Account Excess of Loss Reinsurance Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
This Whole Account Excess of Loss Reinsurance Agreement, effective as of January 1, 2001 (as from time to time amended, supplemented, modified or restated in accordance with its terms, the “Agreement”), is made and entered into by and between ACE Guaranty Re Inc., an insurance company organized and existing under the laws of the State of Maryland, (the “Cedent”) and ACE Bermuda Insurance Limited, a Class 4 insurance company organized and existing under the laws of Bermuda (the “Reinsurer”).
UK TITLE QUOTA SHARE REINSURANCE AGREEMENT BETWEENQuota Share Reinsurance Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
This Quota Share Reinsurance Agreement (“Agreement”), dated as of January 1, 2002, is made and entered into by and between ACE European Markets Insurance Limited (the “Reinsured”) and ACE Capital Re International Ltd (the “Reinsurer”)
AUTOMOBILE RESIDUAL VALUE INSURANCE POLICY (the “Policy”) BETWEEN ACE BERMUDA INSURANCE, LTD. Hamilton, Bermuda (hereinafter “Company”) AND ACE CAPITAL RE LIMITED Hamilton, Bermuda (hereinafter “Insurer”) PREAMBLEAutomobile Residual • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
WHEREAS, Gramercy Place Insurance, Limited (a single purpose licensed Cayman insurance company “Gramercy”) issued three insurance policies (the “Gramercy Policies”) to Toyota Motor Credit Corporation (“TMCC”) to insure TMCC against potential losses in respect of the residual value risk associated with a related identified pool of retail closed-end lease contracts for automobile and light duty trucks originated by authorized Toyota and Lexus vehicle dealers and assigned to and serviced by TMCC; and
QUOTA SHARE REINSURANCE AGREEMENT (the “Agreement”) between JCJ INSURANCE COMPANY (the “Company”) and KRE REINSURANCE LTD. (the “Reinsurer”)Quota Share Reinsurance Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
COMMUTATION AND SETTLEMENT AGREEMENT (hereinafter referred to as this “Agreement”)Commutation and Settlement Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
This Agreement is entered into by and between ACE Capital Re International, Ltd. (hereinafter referred to as the “Company”) and ACE Bermuda Insurance Ltd. (hereinafter referred to as the “Reinsurer”) and made effective 11:59:59 p.m. Local Standard Time, December 31, 2003 (the “Commutation Date”).
ASSIGNMENT AND INDEMNIFICATION AGREEMENTReinsurance Management Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
Assignment and Indemnification Agreement, dated as of February 28, 2003 (this “Agreement”), by and between ACE Capital Re Overseas Ltd. (“ACRO”) and ACE INA Overseas Insurance Company Ltd. (“AOIC”), Capitalized terms used but not defined herein shall have the meanings ascribed to them in the RMA (as hereinafter defined).
SERVICE AGREEMENTService Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
This Service Agreement (this “Agreement”) is entered into as of January 1, 2003, by and between ACE Guaranty Corp., a Maryland domiciled insurance company (“AGC”) and ACE Asset Management Inc., a Delaware company (“AAM”).
MANAGEMENT AND ACCOUNTING SERVICES AGREEMENTManagement and Accounting Services Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
This MANAGEMENT AND ACCOUNTING SERVICES AGREEMENT (this “Agreement”) dated as of this 1st day of January, 2000 is by and between ACE Insurance Management Ltd. (“AIM”), and ACE Capital Re International Ltd. (“ACE Cap Re”) both companies incorporated and organized under the laws of Bermuda (ACE Cap Re and AIM are collectively referred to herein as the “Parties”).
QUOTA SHARE RETROCESSION AGREEMENTQuota Share Retrocession Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
This Quota Share Retrocession Agreement (“Agreement”), effective as of January 1, 2002, is made and entered into by and between ACE CAPITAL RE OVERSEAS LTD. (the “Retrocedent”), an insurance company registered and licensed under the laws of the Islands of Bermuda, and ACE INA OVERSEAS INSURANCE COMPANY LTD. (the “Retrocessionaire”), an insurance company registered and licensed under the laws of the Islands of Bermuda.
SERVICES AGREEMENTServices Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
THIS SERVICES AGREEMENT (“Agreement”) is made as of the 1st day of December 2001, by and among ACE Financial Solutions International, Ltd., a Bermuda management company (“ACE FSI”), ACE Financial Solutions, a division of ACE American Insurance Company, a Pennsylvania company (“FSUS”), ACE Capital Re International, Ltd., a Bermuda Class 3 and Long Term insurer/reinsurer (“ACRI”), and Paget Reinsurance International Ltd., a Bermuda Class 3 and Long Term insurer/reinsurer (“PAGET”) (collectively the “Clients”); and ACE Financial Solutions International, Inc., Japan Branch, a company registered in Japan (“FSIJ”). The Clients and FSIJ may also be referred to individually as “Party” and collectively as “Parties”.
INVESTMENT ADVISORY SERVICES AGREEMENTInvestment Advisory Services Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
THIS AGREEMENT is executed as of 3 July 2001 and made effective as of the 1st day of January 2001, by and among ACE Capital Re International Ltd, a Bermuda domiciled insurance company (“Client”), and ACE Asset Management Inc., a Delaware company (collectively “ServiceCo”).
PER CONTRACT EXCESS OF LOSS REINSURANCE AGREEMENT (the “Agreement”)Loss Reinsurance Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
TERM: The Term of this Agreement shall commence as of 12:01 a.m. Atlantic Standard Time on December 31, 2001 (the “Effective Date”) and shall terminate on the earlier of (i) the Cancellation Date and (ii) 12:01 a.m. Atlantic Standard Time on December 31, 2026 (the earlier to occur of such dates is the “Termination Date”).
INVESTMENT ADVISORY SERVICES AGREEMENTInvestment Advisory Services Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • Maryland
THIS AGREEMENT (the “Agreement”) is executed as of and made effective as of the 1st day of January, 2002, by and between ACE Guaranty Re Inc., a Maryland insurance company (the “Client”), and ACE Asset Management Inc., a Delaware company (“ServiceCo”).
Assured Guaranty Ltd. Common Shares Underwriting AgreementUnderwriting Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Assured Guaranty Ltd., a Bermuda company (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Banc of America Securities LLC and Goldman, Sachs & Co. are acting as representatives (in such capacity, the “Representatives”), an aggregate of 49,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 7,350,000 additional shares (the “Optional Shares”) of the common shares, par value $0.01 per share (the “Stock”) of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
AGGREGATE LOSS PORTFOLIO REINSURANCE AGREEMENT between COMMERCIAL GUARANTY ASSURANCE, LTD. Hamilton, Bermuda and ACE CAPITAL RE OVERSEAS LTD. Hamilton, BermudaAggregate Loss Portfolio Reinsurance Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
This Agreement, dated this 18th day of July, 2001 (this “Agreement”) is made and entered into by and between Commercial Guaranty Assurance, Ltd., a company with limited liability organized under the laws of Bermuda (the “Company”), and ACE Capital Re Overseas Ltd., a company with limited liability organized under the laws of Bermuda (the “Reinsurer”).
COMMUTATION AND SETTLEMENT AGREEMENT (hereinafter referred to as the “Agreement”)Commutation and Settlement Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
This Agreement is entered into by and between ACE Guaranty Corp. (formerly known as ACE Guaranty Re Inc., hereinafter referred to as the “Reinsured”) and ACE Bermuda Insurance Ltd. (hereinafter referred to as the “Reinsurer”) and made effective 11:59:59 p.m., Eastern Daylight Savings Time, June 30, 2003 (the “Commutation Date”).
REINSURANCE AGREEMENT Effective: January 1, 2001 between Westchester Fire Insurance Company New York, New York (the “Company”) and ACE Capital Re Overseas Ltd. Hamilton, Bermuda (the “Reinsurer”)Reinsurance Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
Whereas, the Reinsurer will be assuming facultative reinsurance from the Company on lines of business for which the Company is duly licensed under Section 1113 and Section 4102(c) of the Insurance Laws of the State of New York; and
AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • New York
This Amended and Restated Service Agreement (this “Agreement”), entered into as of January 1, 2003 by and between ACE Guaranty Corp. (formerly “ACE Guaranty Re Inc.”), a Maryland domiciled insurance company, (“AGC”) and ACE American Insurance Company, a Pennsylvania domiciled insurance company, (“ACE American”) acting through its Financial Solution’s division (the “Division”), amends and restates the prior Service Agreement between the parties dated as of July 1, 2001.
UK TITLE QUOTA SHARE REINSURANCE AGREEMENTTitle Quota Share Reinsurance Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance
This UK Title Quota Share Reinsurance Agreement (“Agreement”), dated as of June 1, 2003, is made and entered into by and between ACE European Markets Insurance Limited (the “Reinsured”) and ACE Capital Re Overseas Ltd, (the “Reinsurer”)
EMPLOYEE LEASING AGREEMENTEmployee Leasing Agreement • April 2nd, 2004 • Assured Guaranty LTD • Surety insurance • Pennsylvania
This Agreement is effective as of the lst day of April, 2000, between ACE American Insurance Company (“ACE American”), a Pennsylvania Corporation, and ACE Guaranty Re Inc. (“ACE Guaranty”), a Maryland Corporation.
