COLLATERAL AGREEMENT made byCollateral Agreement • February 15th, 2018 • Ambac Financial Group Inc • Surety insurance • New York
COLLATERAL AGREEMENT, dated as of February 12, 2018, (as amended, supplemented or otherwise modified from time to time, this “Agreement”) made between Ambac Assurance Corporation, a Wisconsin-domiciled insurance company (the “Company”), as issuer, and The Bank of New York Mellon, as Trustee, Paying Agent and Note Collateral Agent (in such capacity, and together with its successors and assigns in such capacity, the “Note Collateral Agent”) for the Secured Parties (as such term is defined herein).
PROVIDING FOR THE ISSUANCE OF SENIOR NOTES SECURED BY CERTAIN INTERESTS IN PROCEEDS OF CERTAIN RMBS LITIGATIONIndenture • February 15th, 2018 • Ambac Financial Group Inc • Surety insurance • New York
INDENTURE, dated as of February 12, 2018 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), between Ambac Assurance Corporation, a Wisconsin-domiciled insurance company, as issuer, and The Bank of New York Mellon, as Trustee and Note Collateral Agent.
PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • February 15th, 2018 • Ambac Financial Group Inc • Surety insurance • New York
FOR VALUE RECEIVED, the undersigned, Ambac Assurance Corporation, a Wisconsin-domiciled insurance company (the “Ambac Note Issuer”), hereby promises to pay to Ambac LSNI, LLC, a Cayman Islands limited liability company (together with its successors or assigns, the “Holder”), Two Billion One Hundred Fifty-Four Million Three Hundred Fifty-One Thousand Three Hundred Seventy-Eight Dollars ($2,154,351,378.00), together with interest, as described below. Reference is made herein to that certain Indenture (the “Secured Notes Indenture”), dated as of the date hereof (the “Issue Date”), by and between the Holder, as issuer and The Bank of New York Mellon, as Trustee and Note Collateral Agent (the “Note Collateral Agent”); capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Secured Notes Indenture on the Issue Date.
PLEDGE AGREEMENT made byPledge Agreement • February 15th, 2018 • Ambac Financial Group Inc • Surety insurance • New York
PLEDGE AGREEMENT, dated as of February 12, 2018, (as amended, supplemented or otherwise modified from time to time, this “Agreement”), made between Ambac Assurance Corporation, a Wisconsin-domiciled insurance company (the “Company”), as pledgor, and The Bank of New York Mellon, as Trustee, Paying Agent and Note Collateral Agent (in such capacity, and together with its successors and assigns in such capacity, the “Note Collateral Agent”) for the Secured Parties (as such term is defined herein).
SUPPLEMENTAL FISCAL AGENCY AGREEMENT Dated as of February 12, 2018 to FISCAL AGENCY AGREEMENT Dated as of JULY 19, 2010 between THE SEGREGATED ACCOUNT OF AMBAC ASSURANCE CORPORATION, Issuer and THE BANK OF NEW YORK MELLON, Fiscal AgentSupplemental Fiscal Agency Agreement • February 15th, 2018 • Ambac Financial Group Inc • Surety insurance • Wisconsin
SUPPLEMENTAL FISCAL AGENCY AGREEMENT, dated as of February 12, 2018 (the “Supplemental Fiscal Agency Agreement”), between THE SEGREGATED ACCOUNT OF AMBAC ASSURANCE CORPORATION (and any successor in interest thereto, the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (the “Fiscal Agent”).
WAIVER AND AMENDMENT TO SETTLEMENT AGREEMENTSettlement Agreement • February 15th, 2018 • Ambac Financial Group Inc • Surety insurance • New York
This WAIVER AND AMENDMENT dated as of February 12, 2018 (the “Waiver and Amendment”) among AMBAC ASSURANCE CORPORATION, a Wisconsin-domiciled insurance company (“AAC”), AMBAC CREDIT PRODUCTS, LLC, a Delaware limited liability company (“ACP”), AMBAC FINANCIAL GROUP, INC., a Delaware corporation (“AFGI”), and the other signatories hereto (collectively, the “Parties”).
