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 Management Agreement (the
"Agreement") effective July 26, 2005; and
WHEREAS, pursuant to Section 15 of the Agreement, any party to the
Agreement has a right to terminate the Agreement by providing ninety (90) days
prior written notice to the other party; and
WHEREAS, XLCA desires to terminate the Agreement effective upon the
date of the initial public offering of the shares of Security Capital Assurance
Ltd. ("SCA"), the ultimate parent company of XLCA.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. Due to the uncertainty of the date of the initial public
offering of the shares of SCA, each of the parties agree that
the notice requirements under Section 15 of the Agreement are
hereby waived.
2. Each of the parties acknowledge and confirm that the Agreement
will terminate effective upon the date of the initial public
offering of the shares of SCA.
3. Each of the parties further acknowledge and confirm that the
obligations of XLCA under the terms of the Agreement are
released and discharged and that XLCA shall not have any
further obligations thereunder, subject to XLCA being
obligated to furnish to XLIML all necessary and appropriate
payments and/or documentation consistent with the terms and
conditions of the Agreement.
4. This Agreement may be executed in two or more counterparts
each of which shall constitute an original, but all of which
when taken together shall constitute one agreement. Any Party
may deliver a signed counterpart signature page of this
Agreement by fax and such faxed signature pages shall be
deemed to be an original for all purposes.
5. The terms and conditions of this Agreement and the rights of
the parties hereunder shall be governed by and construed in
all respects in accordance with the laws of the State of New
York, without regard to conflicts of law that would require
the application of the laws of any other jurisdiction.
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IN WITNESS WHEREOF, this Agreement is hereby executed by duly
authorized officers of the parties hereto as of the date first above written.
XL CAPITAL ASSURANCE INC.
By:___________________________
Title:___________________________
XL INVESTMENT MANAGEMENT LTD
By:__________________________
Title:___________________________
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