Master Repurchase AgreementMaster Repurchase Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
ANNEX 1 – COMMITTED TERM REPURCHASE AGREEMENT ANNEXCommitted Term Repurchase Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
This Committed Term Repurchase Agreement Annex (this “Annex”) amends, supplements and forms a part of the Master Repurchase Agreement dated as of June 30, 2009 (the “Base Agreement”) between FSA Asset Management LLC (“FSAM” or “Seller”) and Dexia Crédit Local S.A. (“DCL” or “Buyer”). Capitalized terms used in the Base Agreement but separately defined herein have the meanings set forth herein and not those in the Base Agreement. Capitalized terms not defined herein have the meanings set forth in the Base Agreement or if not defined therein, in the Pledge and Administration Agreement identified below.
to the Schedule to the ISDA Master Agreement dated as of June 30, 2009 betweenCredit Support Annex • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
PUT CONFIRMATION ANNEX AMENDMENT AGREEMENT dated as of July 1, 2009Put Confirmation Annex Amendment Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
WHEREAS, on June 30, 2009, Dexia, DCL and FSAM entered into a securities option transaction pursuant to a Confirmation (the “Guaranteed Put Confirmation”) to a 1992 ISDA Master Agreement (Multicurrency—Cross Border), including the schedule and credit support annex thereto;
SCHEDULENon-Guaranteed Put Contract • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
THIS AGREEMENT is to be effective as of the Effective Date (as defined below), by and between Assured Guaranty U.S. Holdings, Inc., a Delaware corporation (the “Company”) and Sean W. McCarthy (the “Executive”);
GUARANTYGuaranty • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
THIS GUARANTY (this “Guaranty”), dated as of June 30, 2009 (the “Date of Issuance”), made jointly and severally by Dexia SA, a Belgian corporation (“Dexia”), Dexia Crédit Local S.A., a French share company licensed as a bank under French law (“DCL”) (collectively, the “Guarantors”), in favor of Financial Security Assurance Inc., a New York stock insurance company (the “Beneficiary” or “FSA”).
SEPARATION AGREEMENT BY AND AMONG DEXIA CRÉDIT LOCAL S.A., FINANCIAL SECURITY ASSURANCE INC., FINANCIAL SECURITY ASSURANCE INTERNATIONAL LTD., FSA GLOBAL FUNDING LIMITED AND PREMIER INTERNATIONAL FUNDING CO. July 1, 2009Separation Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
THIS SEPARATION AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of July 1, 2009, is entered into among Dexia Crédit Local S.A., a French share company licensed as a bank under French law (“DCL”), Financial Security Assurance Inc., a stock insurance company organized under the laws of the State of New York (“FSA”), Financial Security Assurance International Ltd., a Bermuda company (“FSA International”), FSA Global Funding Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (“FSA Global”) and Premier International Funding Co., an exempted company with limited liability organized under the laws of the Cayman Islands (“Premier”).
ContractRevolving Credit Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of June 30, 2009 (this “Agreement”) among FSA Asset Management LLC, a Delaware limited liability company (with its successors, the “Company”), Dexia Crédit Local S.A., a French share Company licensed as a bank under French law, acting through its head office located at 1, Passerelle des Reflets, Tour Dexia La Défense 2, 92913 La Défense Cedex, France (with its successors “DCL”) and Dexia Bank Belgium SA, a Belgian bank acting through its head office located at Boulevard Pachéco 44, 1000 Brussels, Belgium (with its successors “DBB” and, together with DCL, the “Banks”).
PLEDGE AND ADMINISTRATION ANNEX AMENDMENT AGREEMENTPledge and Administration Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
This PLEDGE AND ADMINISTRATION ANNEX AMENDMENT AGREEMENT (this “Annex Amendment Agreement”) dated as July 1, 2009, is entered into among Dexia SA, Dexia Crédit Local S.A, acting through its New York Branch, Dexia Bank Belgium SA, Dexia FP Holdings Inc., Financial Security Assurance Inc., FSA Asset Management LLC, FSA Portfolio Asset Limited, FSA Capital Markets Services LLC, FSA Capital Management Services LLC, FSA Capital Markets Services (Caymans) Ltd. and The Bank of New York Mellon Trust Company, National Association.
INDEMNIFICATION AGREEMENT (GIC Business)Indemnification Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
This INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of June 30, 2009 is made by and among Financial Security Assurance Inc. (“FSA”), a New York corporation, Dexia Crédit Local S.A., a French share company licensed as a bank under French law (“DCL”) and Dexia SA, a limited liability company incorporated and domiciled in Belgium (“Dexia” and, together with DCL, the “Dexia Guarantors”).
PLEDGE AND ADMINISTRATION AGREEMENT Dexia SA Dexia Crédit Local S.A. Dexia Bank Belgium SA Dexia FP Holdings Inc. Financial Security Assurance Inc. FSA Asset Management LLC FSA Portfolio Asset Limited FSA Capital Markets Services LLC FSA Capital...Pledge and Administration Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
THIS PLEDGE AND ADMINISTRATION AGREEMENT (as further amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of June 30, 2009, is entered into among Dexia SA, a Belgian share company (“Dexia”), Dexia Crédit Local S.A., a French share company licensed as a bank under French law (“DCL”), Dexia Bank Belgium SA, a Belgian bank (“DBB”), Dexia FP Holdings Inc., a Delaware corporation (“Dexia FP”), Financial Security Assurance Inc., a corporation organized and existing under the laws of the State of New York (“FSA”), FSA Asset Management LLC, a Delaware limited liability company (“FSAM”), FSA Portfolio Asset Limited, a company incorporated under the laws of England and Wales (“FSA PAL”), FSA Capital Markets Services LLC, a Delaware limited liability company (“FSA Capital Markets”), FSA Capital Markets Services (Caymans) Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (“FSA Capital Markets Cayman”), FSA Capi
FUNDING GUARANTYFunding Guaranty • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
THIS FUNDING GUARANTY (this “Guaranty”), dated as of July 1, 2009 (the “Date of Issuance”), made by Dexia Crédit Local S.A., a French share company licensed as a bank under French law (the “Guarantor”), in favor of Financial Security Assurance Inc., a New York stock insurance company (“FSA”) and Financial Security Assurance International, Ltd. (“FSA International”, each of FSA and FSA International being referred to herein as a “Beneficiary”).
STRIP COVERAGE LIQUIDITY AND SECURITY AGREEMENT between FINANCIAL SECURITY ASSURANCE INC., AS BORROWER, and DEXIA CRÉDIT LOCAL S.A., ACTING THROUGH ITS NEW YORK BRANCH, AS LENDERStrip Coverage Liquidity and Security Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance
STRIP COVERAGE LIQUIDITY AND SECURITY AGREEMENT, dated as of July 1, 2009, between FINANCIAL SECURITY ASSURANCE INC., a New York corporation (“FSA” or the “Borrower”) and DEXIA CRÉDIT LOCAL S.A., a French share company licensed as a bank under French law, acting through its New York branch (“DCL” or the “Lender”).
INDEMNIFICATION AGREEMENT (FSA Global Business)Indemnification Agreement • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of July 1, 2009, is made by and between Financial Security Assurance Inc. (“FSA”), a New York corporation, Assured Guaranty Ltd., a Bermuda company (“Assured”) and Dexia Crédit Local S.A., a French share company licensed as a bank under French law (“DCL”).
ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the ISDA Master Agreement dated as of June 30, 2009 betweenCredit Support Annex • July 8th, 2009 • Assured Guaranty LTD • Surety insurance
This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
REIMBURSEMENT GUARANTYReimbursement Guaranty • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
THIS REIMBURSEMENT GUARANTY (this “Guaranty”), dated as of July 1, 2009 (the “Date of Issuance”), made by Dexia Crédit Local S.A., a French share company licensed as a bank under French law (the “Guarantor”), in favor of Financial Security Assurance Inc., a New York stock insurance company (“FSA”) and Financial Security Assurance International, Ltd. (“FSA International”, each of FSA and FSA International being referred to herein as a “Beneficiary”).
SCHEDULE to theGuaranteed Put Contract • July 8th, 2009 • Assured Guaranty LTD • Surety insurance • New York
