AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 11th, 2019 • Mbia Inc • Surety insurance • New York
AMENDED AND RESTATED SECURITY AGREEMENT, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”), made by MZ FUNDING LLC, a Delaware limited liability company (the “Grantor”) in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent (in such capacity, together with its successors and assigns, the “Secured Party”) for the Secured Creditors.
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 11th, 2019 • Mbia Inc • Surety insurance • New York
INTERCREDITOR AGREEMENT, dated as of July 10, 2019 (this “Agreement”), among WILMINGTON SAVINGS FUND SOCIETY, FSB, solely in its capacity as Senior Notes Trustee, MZ FUNDING LLC, as Issuer, MBIA INSURANCE CORPORATION, as Insurer, and WILMINGTON SAVINGS FUND SOCIETY, FSB, solely in its capacity as Subordinated Notes Trustee. The parties hereto hereby agree as follows:
MZ FUNDING LLC, as Issuer, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and as Collateral Agent AMENDED AND RESTATED SUBORDINATED INDENTURE Dated as of July 10, 2019 12% Subordinated Secured Notes due 2022Subordinated Indenture • July 11th, 2019 • Mbia Inc • Surety insurance • New York
This AMENDED AND RESTATED SUBORDINATED INDENTURE (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Indenture”), dated as of July 10, 2019 (the “Effective Date”), is entered into by and among MZ Funding LLC, a Delaware limited liability company (the “Company”), as issuer, and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and as Collateral Agent.
PLEDGE AGREEMENTPledge Agreement • July 11th, 2019 • Mbia Inc • Surety insurance • New York
PLEDGE AGREEMENT, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”), made by MBIA INC., a Connecticut corporation (the “Pledgor”), in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent for the Holders of the Securities (in such capacity, together with its successors and assigns, the “Collateral Agent” or “Secured Party”) for the Secured Creditors.
MZ FUNDING LLC, as Issuer, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and as Collateral Agent INDENTURE Dated as of July 10, 2019 12% Senior Secured Notes due 2022Indenture • July 11th, 2019 • Mbia Inc • Surety insurance • New York
INDENTURE dated as of July 10, 2019, among MZ Funding LLC, a Delaware limited liability company (the “Company”), as issuer, and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and as Collateral Agent.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 11th, 2019 • Mbia Inc • Surety insurance • New York
AMENDED AND RESTATED SECURITY AGREEMENT, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”), made by MBIA INSURANCE CORPORATION, a New York statutory insurance corporation (the “Grantor”) in favor of MZ FUNDING LLC, a Delaware limited liability company (the “Secured Party”).
RULE 144A SECURITYRule 144a Security Agreement • July 11th, 2019 • Mbia Inc • Surety insurance • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) IN AN OFFSHORE TRANSACTION IN COMPLIANCE
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 11th, 2019 • Mbia Inc • Surety insurance • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is entered into as of July 10, 2019, between MBIA INSURANCE CORPORATION, a New York corporation (the “Borrower”) and MZ FUNDING LLC, a Delaware limited liability company (the “Lender”).
RULE 144A SECURITYRule 144a Security Agreement • July 11th, 2019 • Mbia Inc • Surety insurance • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (C) TO AN INSTITUTIONAL INVESTOR THAT IS A
