REGISTRATION RIGHTS AGREEMENT Dated as of April 5, 2007 by and among Security Capital Assurance Ltd, as Issuer, and Lehman Brothers Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC, as Initial PurchasersRegistration Rights Agreement • April 10th, 2007 • Security Capital Assurance LTD • Surety insurance • New York
This Registration Rights Agreement (this “Agreement”) is dated as of April 5, 2007 by and among Security Capital Assurance Ltd, a Bermuda limited company (the “Company”) and Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC as Representatives of other Initial Purchasers (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s Fixed/Floating Series A Perpetual Non-Cumulative Preference Shares, having a par value of US $0.01 per share and a liquidation preference of US $1,000 per share (the “Preference Shares”) pursuant to the Purchase Agreement (as defined below).
REPLACEMENT CAPITAL COVENANTSecurity Capital Assurance LTD • April 10th, 2007 • Surety insurance
Replacement Capital Covenant, dated as of April 5, 2007 (this “Replacement Capital Covenant”), by Security Capital Assurance Ltd, a Bermuda exempted company (together with its successors and assigns, the “Company”), in favor of and for the benefit of each Covered Debtholder (as defined below).
