ASSURED GUARANTY US HOLDINGS INC., Issuer and ASSURED GUARANTY LTD., Guarantor to THE BANK OF NEW YORK, TrusteeIndenture • May 12th, 2004 • Assured Guaranty US Holdings Inc. • Surety insurance • New York
INDENTURE, dated as of May , 2004 (the “Indenture”), among ASSURED GUARANTY US HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), having its principal executive office located at c/o Assured Guaranty Corp., 1325 Avenue of the Americas, New York, New York, 10019, ASSURED GUARANTY LTD., a company duly organized and existing under the laws of Bermuda (hereinafter called the “Guarantor”), having its principal executive office at 30 Woodbourne Avenue, Hamilton HM 08, Bermuda, and THE BANK OF NEW YORK, a New York banking corporation (hereinafter called the “Trustee”), having its Corporate Trust Office located at 101 Barclay Street, Floor 8 West, New York, New York 10286.
ContractGlobal Note • May 12th, 2004 • Assured Guaranty US Holdings Inc. • Surety insurance • New York
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
Assured Guaranty US Holdings Inc. Assured Guaranty Ltd. __% Senior Notes due 20__Underwriting Agreement • May 12th, 2004 • Assured Guaranty US Holdings Inc. • Surety insurance • New York
Assured Guaranty US Holdings Inc., a Delaware corporation (the “Issuer”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Banc of America Securities LLC and J.P. Morgan Securities Inc. are acting as representatives (in such capacity, the “Representatives”), $200,000,000 principal amount of its ___% Senior Notes due 20__ (the “Securities”), to be issued under an indenture, dated as of May 1, 2004, (the “Indenture”), among the Issuer, Assured Guaranty Ltd., a Bermuda company (the “Guarantor”) and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
