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.
ContractDeed of Covenant and Indemnity • November 21st, 2008 • Syncora Holdings LTD • Surety insurance
THIS DEED OF COVENANT AND INDEMNITY dated November 18, 2008 (the “Commencement Date”) is made by SYNCORA GUARANTEE INC. (formerly known as XL Capital Assurance Inc.), a company incorporated under the laws of the State of New York whose registered office is at 1221 Avenue of the Americas, New York, NY 10020 (the “Company”) in favour of SYNCORA PRIVATE TRUST COMPANY LIMITED, a company incorporated under the laws of Bermuda whose registered office is at Richmond House, 12 Par La Ville Road, Hamilton HM08, Bermuda (the “Trustee”) (each, a “Party” and, together, the “Parties”).
SHAREHOLDER AGREEMENTShareholder Agreement • November 21st, 2008 • Syncora Holdings LTD • Surety insurance • New York
THIS SHAREHOLDER AGREEMENT (this “Agreement”) dated November 18, 2008, is entered into between Syncora Private Trust Company Limited (the “Trustee”), a Bermuda company as trustee of the special purpose trust (the “Trust”) established by the Declaration of Trust defined below and known as The CCRA Purpose Trust (the “SCA Shareholder Entity”), and Syncora Holdings Ltd (formerly known as Security Capital Assurance Ltd), a Bermuda exempted company (“SCA”).
