Exhibit 1.1 SECURITY CAPITAL ASSURANCE LTD COMMON SHARES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
Exhibit 10.35 Letter Agreement to the Management Agreement WHEREAS, XL Capital Assurance Inc., a New York domiciled stock insurance corporation ("XLCA"), and XL Investment Management Ltd, a Bermuda domiciled company ("XLIML"), are parties to a...Letter Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
XL FINANCIAL ASSURANCE LTD. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT TABLE OF CONTENTSShareholders Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance
Exhibit 10.44 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of the IPO Date (as defined below), between XL Capital Assurance Inc., a New York insurer ("XLCA") and XL America, Inc., a Delaware corporation ("XL...Indemnification Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
Termination Agreement to the Fifth Amended Tax Sharing and Payment Agreement and the New York Addendum to the Tax Sharing and Payment AgreementTermination Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
ARTICLE I ---------Security Capital Assurance LTD • May 26th, 2006 • Surety insurance
EXHIBIT 10.36 Letter Agreement to the Management Agreement WHEREAS, XL Financial Assurance Ltd., a Bermuda limited liability company ("XLFA"), and XL Investment Management Ltd, a Bermuda limited liability company ("XLIML"), are parties to a Management...Management Agreement • May 26th, 2006 • Security Capital Assurance LTD • Surety insurance
EXHIBIT 10.25 AMENDMENT NO. 1 TO FACULTATIVE QUOTA SHARE REINSURANCE AGREEMENT AMENDMENT NO. 1 dated as of [ ] by and between XL FINANCIAL ASSURANCE LTD., a company incorporated under the laws of Bermuda (hereinafter referred to as "Ceding Company")...Reinsurance Agreement • May 26th, 2006 • Security Capital Assurance LTD • Surety insurance
SECURITY CAPITAL ASSURANCE LTD to THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of Senior Debt SecuritiesSecurity Capital Assurance LTD • August 30th, 2007 • Surety insurance • New York
INDENTURE, dated as of , between Security Capital Assurance Ltd, a Bermuda company (herein called the “Company” or the “Issuer”), having its principal office at A.S. Cooper Building, 26 Reid Street, 4th Floor, Hamilton HM11, Bermuda, and The Bank of New York, a New York banking corporation, as trustee hereunder (herein called the “Trustee”).
EXHIBIT 10.11 MASTER SERVICES AGREEMENT This Master Services Agreement is made this 4th day of August, 2006 (the "Effective Date") between: XL Capital Assurance (UK) Limited, an insurance company regulated by the Financial Services Authority ("FSA")...Master Services Agreement • September 15th, 2006 • Security Capital Assurance LTD • Surety insurance • England and Wales
ARTICLE I COVERAGEIndemnification Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
WITNESSETH,Security Capital Assurance LTD • September 15th, 2006 • Surety insurance • New York
EXHIBIT 10.17 ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "AGREEMENT") is made as of August 4, 2006, by and between GLOBAL CREDIT ANALYTICS, INC., a Delaware corporation ("ASSIGNOR") and XL CAPITAL ASSURANCE INC.,...Assignment and Assumption of Lease • September 15th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
ARTICLE I DEFINITIONSTransition Agreement • September 15th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
EXHIBIT 10.1 EXECUTION INSURANCE AND INDEMNITY AGREEMENTInsurance and Indemnity Agreement • May 14th, 2007 • Security Capital Assurance LTD • Surety insurance • New York
EXHIBIT 10.3 SECURITIES ACCOUNT CONTROL AGREEMENT This Securities Account Control Agreement, dated as of July 20, 2006, among XL ASSET FUNDING COMPANY I LLC, a Delaware limited liability company (the "Debtor"), XL CAPITAL ASSURANCE INC., a New York...Securities Account Control Agreement • May 14th, 2007 • Security Capital Assurance LTD • Surety insurance • New York
EXHIBIT 10.2 TAX INDEMNITY AGREEMENT ----------------------- This Agreement is made this 4th day of August 2006 by and among XL Capital Ltd, a Cayman Islands company ("XL Capital"), X.L. America, Inc., a Delaware corporation ("XLA" and, together with...Tax Indemnity Agreement • September 15th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
Exhibit 10.16 GENERAL SERVICES AGREEMENT This General Services Agreement is made this 4th day of August, 2006 (the "EFFECTIVE DATE") between XL CAPITAL ASSURANCE INC., a New York corporation ("XLCA" or the "SERVICE PROVIDER"); and X.L. GLOBAL...General Services Agreement • September 15th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
October 13, 2006 XL Asset Funding Company I LLC 20 N. Martingale Road, Suite 200 Schaumburg, IL 60173 Re: INSURANCE AND INDEMNITY AGREEMENT (the "Insurance Agreement"), dated as of October 13, 2006, among XL CAPITAL ASSURANCE INC., a New York stock...Indemnity Agreement • May 14th, 2007 • Security Capital Assurance LTD • Surety insurance
ARTICLE I --------- DEFINITIONSLoss Reinsurance Agreement • May 26th, 2006 • Security Capital Assurance LTD • Surety insurance
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2008 • Syncora Holdings LTD • Surety insurance • New York
WHEREAS, pursuant to that certain Master Commutation, Release and Restructuring Agreement, dated as of July 28, 2008, by and among the Company, Syncora Guarantee Inc. (formerly known as XL Capital Assurance Inc.), Syncora Guarantee Re Ltd (formerly known as XL Financial Assurance Ltd.), XL Capital Ltd. and the other parties thereto (the “Master Transaction Agreement”), among other things, the Company has agreed to provide the SCA Shareholder Entity certain rights as set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • Syncora Holdings LTD • Surety insurance • New York
you violate this Covenant Not to Sue by suing a Released Party, you may be liable to that party for monetary damages. More specifically, if you sue a Released Party in violation of this Covenant Not to Sue, you will be required to either: (1) pay that Released Party’s attorneys’ fees and other costs incurred as a result of having to defend against your suit; or (2) alternatively, at the Released Party’s option, return to the Company all of the severance pay provided to you under Section 8 of the Agreement, except for one-hundred dollars ($100.00). In the event of such violation, the Company will also be excused from providing you any remaining severance payments under Section 8 of the Agreement. However, nothing in this Covenant Not to Sue or in any other part of this Agreement prevents you from challenging the validity of this Agreement under the ADEA.
EXHIBIT 10.19 AMENDMENT NO. 1 TO EXCESS OF LOSS REINSURANCE AGREEMENT AMENDMENT NO. 1 dated as of August 4, 2006 by and between XL FINANCIAL ASSURANCE LTD., a company incorporated under the laws of Bermuda (hereinafter referred to as "Ceding Company")...Excess of Loss Reinsurance Agreement • September 15th, 2006 • Security Capital Assurance LTD • Surety insurance
ARTICLE I DEFINITIONSTransition Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
ARTICLE I DEFINITIONSTransition Agreement • May 26th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
dated as ofCredit Agreement • September 15th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
EX-10.1 INFORMATION TECHNOLOGY OUTSOURCING SERVICES AGREEMENT BETWEEN SCA AND IBM This Master Agreement, dated as of the Effective Date, is between Security Capital Assurance Ltd. ("SCA") and International Business Machines Corporation ("IBM")...Outsourcing Services Agreement • November 14th, 2006 • Security Capital Assurance LTD • Surety insurance
MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT among XL Capital Ltd; XL Insurance (Bermuda) Ltd; XL Reinsurance America Inc.; X.L. Global Services, Inc.; XL Services (Bermuda) Ltd and X.L. America, Inc.; Security Capital Assurance Ltd; XL...Release and Restructuring Agreement • July 30th, 2008 • Security Capital Assurance LTD • Surety insurance • New York
WHEREAS, XLI is the record and beneficial owner of approximately forty-six percent (46%) of SCA’s issued and outstanding common shares (the “XL Owned SCA Common Shares”);
AMENDMENT AND TERMINATION OF REINSURANCE GUARANTEE AGREEMENTTermination of Reinsurance Guarantee Agreement • July 28th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
Master Services AgreementMaster Services Agreement • September 15th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
This Master Services Agreement is made this 4th day of August, 2006 (the “Effective Date”) between X.L. America, Inc., a company incorporated under the laws of Delaware (“XLA”) (for purposes of this form of agreement, the “Service Provider”); and XL Financial Administrative Services Inc., a company incorporated under the laws of Delaware (“XLFAS”) (for purposes of this form of agreement, the “Company”) (each a “Party” and collectively the “Parties”).
ADVERSE DEVELOPMENT REINSURANCE AGREEMENTSecurity Capital Assurance LTD • September 15th, 2006 • Surety insurance • New York
THIS AGREEMENT is effective on August 4, 2006 (the effective date of the initial public offering of XLCA’s parent, referred to herein as the “IPO Date”) and is made and entered into by and between XL Capital Assurance Inc., a New York insurer (hereinafter called the “Company” or “XLCA”) and XL Reinsurance America Inc., a New York insurer (hereinafter called the “Reinsurer” or “XLRA”).
Note: Portions of this exhibit indicated by "[ * ]" are subject to a confidential treatment request, and have been omitted from this exhibit. Complete, unredacted copies of this exhibit have been filed with the Securities and Exchange Commission as...Indemnification Agreement • September 15th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of August 4, 2006, and effective as of the IPO Date (defined below) between XL Financial Assurance Ltd., a Bermuda insurance corporation (“XLFA”), and XL Insurance (Bermuda) Ltd, a Bermuda insurance corporation (“XLIB”).
Note: Portions of this exhibit indicated by "[ * ]" are subject to a confidential treatment request, and have been omitted from this exhibit. Complete, unredacted copies of this exhibit have been filed with the Securities and Exchange Commission as...Indemnification Agreement • September 15th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of the IPO Date (as defined below), between XL Capital Assurance Inc., a New York insurer (“XLCA”) and XL America, Inc., a Delaware corporation (“XL America”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • Syncora Holdings LTD • Surety insurance • New York
AGREEMENT, made and entered into as of this 30th day of October, 2008, by and between, Syncora Holdings Ltd, a Bermuda corporation (the “Company”), and Susan Comparato (the “Executive”).
AMENDMENT NO. 2, FORBEARANCE, AND LIMITED WAIVER AGREEMENTLimited Waiver Agreement • July 30th, 2008 • Security Capital Assurance LTD • Surety insurance • New York
This AMENDMENT NO. 2, FORBEARANCE, AND LIMITED WAIVER AGREEMENT (this “Agreement”) dated as of July 28, 2008, among Security Capital Assurance Ltd. (“SCA”), XL Capital Assurance Inc. (“XLCA”), XL Financial Assurance Ltd. (“XLFA” and together with SCA and XLCA, each an “Account Party” and collectively the “Account Parties”), Citibank, N.A., as administrative agent (the “Administrative Agent”), and the lenders party hereto.
