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 Agreement (the "Agreement")
effective as of January 1, 2004; and
WHEREAS, pursuant to Section 12 of the Agreement, any party to the
Agreement has a right to terminate the Agreement by providing sixty (60) days
prior written notice to the other party; and
WHEREAS, XLFA 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 XLFA.
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 12 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 XLFA under the terms of the Agreement are
released and discharged and that XLFA shall not have any further
obligations thereunder, subject to XLFA 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 Bermuda, without regard
to conflicts of law that would require the application of the
laws of any other jurisdiction.
1
IN WITNESS WHEREOF, this Agreement is hereby executed by duly authorized
officers of the parties hereto as of the date first above written.
XL FINANCIAL ASSURANCE LTD.
By:______________________________
Title:___________________________
XL INVESTMENT MANAGEMENT LTD
By:______________________________
Title:___________________________
2
