REGISTRATION RIGHTS AGREEMENT by and among RAM Holdings Ltd. and Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of December 14, 2006Registration Rights Agreement • December 14th, 2006 • RAM Holdings Ltd. • Surety insurance • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 14, 2006, by and among RAM Holdings Ltd., a Bermuda exempted company (the “Company”), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchaser”), who have entered that certain Purchase Agreement (as defined below) with the Company providing for the purchase and sale of the Company’s Non-Cumulative Preference Shares, Series A (the “Initial Securities”).
RecitalsReplacement Capital Covenant • December 14th, 2006 • RAM Holdings Ltd. • Surety insurance
elects to so provide in the terms of such securities) permit the Company to use such proceeds for other purposes and to continue to defer Distributions without a breach of its obligations under the transaction documents; and
