ContractReplacement Capital Covenant • February 12th, 2007 • Ambac Financial Group Inc • Surety insurance
REPLACEMENT CAPITAL COVENANT, dated as of February 12, 2007 (this “Replacement Capital Covenant”), by Ambac Financial Group, Inc., a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).
AMBAC FINANCIAL GROUP, INC. (a Delaware corporation) TERMS AGREEMENTTerms Agreement • February 12th, 2007 • Ambac Financial Group Inc • Surety insurance • New York
We understand that Ambac Financial Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) up to $400,000,000 aggregate principal amount of its Directly-Issued Subordinated Capital Securities (the “DISCSSM” and, for purposes of the Underwriting Agreement, dated February 7, 2007 (the “Underwriting Agreement”), the terms of which are incorporated herein by reference, are also referred to as the “Underwritten Securities”). The DISCS will be issued by the Company pursuant to an Indenture, to be dated as of February 12, 2007 between the Company and The Bank of New York, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by the First Supplemental Indenture, to be dated as of February 12, 2007 between the Company and the Trustee (together with the Base Indenture, the “Indenture”). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters
AMBAC FINANCIAL GROUP, INC. (a Delaware corporation) UNDERWRITING AGREEMENT Dated: February 7, 2007Underwriting Agreement • February 12th, 2007 • Ambac Financial Group Inc • Surety insurance • New York
Ambac Financial Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell up to $400,000,000 aggregate initial public offering price of its junior subordinated debt securities (“Debt Securities”), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale.
