EXHIBIT
10.6.2


 


EXECUTION COPY


 


FIRST
AMENDMENT TO THIRD AMENDED AND

RESTATED CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT
(the “First Amendment”) dated as of the 16th day of June, 2009 is
entered into among FINANCIAL SECURITY
ASSURANCE INC. (“FSA”) and FSA INSURANCE COMPANY (“FSAIC”)
(each a “Borrower” and collectively, the “Borrowers”), the BANKS party hereto and BAYERISCHE
LANDESBANK, acting through its New York Branch, in its capacity
as Agent pursuant to Article XI of the Agreement (as hereinafter defined).


 


W I T N E S S E T
H :


 


WHEREAS, Bayerische Landesbank, acting through its New York
Branch, acting in its capacity as Bank (“BayernLB”) and as Agent (“Agent”), FSA
and FSAIC, Landesbank Hessen-Thüringen Girozentrale, acting through its
New York Branch (“Helaba”), Deutsche Bank AG New York Branch (“DB”),
KBC Bank N.V. (“KBC”), Norddeutsche Landesbank Girozentrale, New York
and/or Cayman Islands Branch (“NordLB”), Landesbank Baden-Württemberg, acting
through its New York Branch (“LBBW”), The Bank of New York Mellon
(formerly The Bank of New York) (“BNY”) and KeyBank National Association (“KeyBank”)
have entered into that Third Amended and Restated Credit Agreement dated as of April 30,
2005 (the “Agreement”); and


 


WHEREAS, the parties hereto wish to amend the Agreement as provided
herein.


 


NOW, THEREFORE, in consideration of the foregoing and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to amend the Agreement as follows:


 


SECTION 1.         AMENDMENTS, ETC.  The date of the consummation of the acquisition of Financial Security
Assurance Holdings Ltd. by Assured Guaranty Ltd. shall be referred to herein as
the “Acquisition Date”.  On and after the
Acquisition Date, each of the parties hereto agree that each of the following
amendments to the Agreement shall automatically become effective.


 


1.1.         Amendments to Commitments. 
Schedule I to the Agreement is hereby deleted and in place thereof
Schedule I hereto is inserted with the Commitments adjusted
accordingly.  On or prior the Acquisition
Date, the Borrowers shall execute and deliver Notes substantially in the form
of Exhibit A hereto with blanks appropriately completed in conformity
herewith and with the Agreement to BayernLB, Helaba, DB, KBC, NordLB, LBBW, BNY
and KeyBank (or to an agent of BayernLB, Helaba, DB, KBC, NordLB, LBBW, BNY and
KeyBank) for receipt on or prior to the Acquisition Date, such Notes
constituting “Notes” under the Agreement. 
On or prior to the Acquisition Date, BayernLB, Helaba, DB, KBC, NordLB,
LBBW, BNY and KeyBank shall return to the Borrowers (or an agent of the
Borrowers) the Notes previously made


 

















 


by the Borrowers in their
favor pursuant to the Agreement for receipt on or prior to the Acquisition
Date.


 


1.2          Amendment to Definition of Credit Documents.   Section 1.01
the Agreement is amended by deleting the defined term Credit Documents in its
entirety and in place thereof inserting the following:


 


“Credit Documents” shall mean this
Agreement, each Note, the Security Agreement and that certain letter dated March 19,
2009 from the Borrowers to the Agent which was acknowledged and agreed to by
the Majority Banks (the “Letter Agreement”).


 


1.3          Amendment to Section 3.01(a).  The parties
hereto agree that all fees accrued under Section 3.01(a) of the
Agreement up to the Acquisition Date shall be computed and paid as provided in
that Section without regard to the following amendment to such
Section.  Effective on and after the
Acquisition Date, the Agreement is further amended by deleting Section 3.01(a) in
its entirety and in place thereof inserting the following:


 


(a)           The Borrowers jointly and severally agree
to pay to the Agent for distribution to the Banks pro rata in accordance with
their respective Unutilized Commitments a commitment fee (such commitment fee,
together with the commitment fee payable pursuant to Section 3.01(b),
being the “Commitment Fee”) for the period from the Acquisition Date until the
Expiry Date (or such earlier date as the Commitments shall have been
terminated) computed at a rate equal to 1.00% per annum on the daily
average aggregate Unutilized Commitments of the Banks.  Notwithstanding the foregoing, any Commitment
Fee accrued with respect to the Unutilized Commitment of a Defaulting Bank
during the period prior to the time such Bank became a Defaulting Bank and
unpaid at such time shall not be payable by the Borrowers so long as such Bank
shall be a Defaulting Bank except to the extent that such Commitment Fee shall
otherwise have been due and payable by the Borrowers prior to such time.  No Commitment Fee shall accrue on the
Unutilized Commitment of a Defaulting Bank so long as such Bank shall be a
Defaulting Bank.


 


SECTION 2.         FULL FORCE AND EFFECT.


 


Each of the Credit Documents (other than the Notes and
the Agreement) is and shall continue to be in full force and effect and are
hereby ratified and confirmed in all respects. 
The Agreement is hereby amended to the extent provided in this First
Amendment and, except as specifically provided herein, the Agreement shall
remain in full force and effect in accordance with its terms.


 


SECTION 3.         DEFINITIONS.


 


All capitalized terms used in this First Amendment and
not otherwise defined shall have the meanings set forth in the Agreement.


 


2

















 


SECTION 4.         GOVERNING LAW; SUBMISSION TO
JURISDICTION; VENUE.


 


(a)           This First Amendment and the other Credit Documents
and the rights and obligations of the parties hereunder and thereunder shall be
construed in accordance with and be governed by the law of the State of
New York.  Any legal action or
proceeding against any Borrower with respect to this First Amendment or any
other Credit Document may be brought in the courts of the State of
New York or of the United States for the Southern District of
New York, and, by execution and delivery of this First Amendment, any
Borrower hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts.  The Borrowers irrevocably consent to the
service of process out of any of the aforementioned courts in any such action
or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the Borrowers at their addresses set forth opposite its
signature below, such service to become effective 30 days after such
mailing.  Except as otherwise provided in
Section 4.05 of the Agreement, nothing herein shall affect the right of
the Agent or any Bank under this First Amendment to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against any Borrower in any other jurisdiction.


 


(b)           Each Borrower hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this
First Amendment or any other Credit Document brought in the courts referred to
in clause (a) above and hereby further irrevocably waives and agrees
not to plead or claim in any such court that any such action or proceeding
brought in any such court has been brought in an inconvenient forum.


 


SECTION 5.         HEADINGS.


 


Section headings in this First Amendment are
included herein for convenience of reference only and shall not have any effect
for purposes of interpretation or construction of the terms of this First
Amendment.


 


SECTION 6.         COUNTERPARTS.


 


This First Amendment may be signed in any number of
counterpart copies, but all such copies shall constitute one and the same
instrument.  Delivery of an executed
counterpart of a signature page of this First Amendment by telecopy or
other electronic means shall be as effective as delivery of a manually executed
counterpart of this First Amendment.


 


SECTION 7.         REPRESENTATIONS.


 


As of the date hereof and as of the Acquisition Date,
each Borrower hereby represents and warrants to the other parties hereto that
this First Amendment has been duly authorized and validly executed by it and
that the Agreement as hereby amended constitutes its valid obligation
enforceable in accordance with its terms.


 


As of the date hereof and
as of the Acquisition Date, the Borrowers hereby represent and warrant that, to
the best of their knowledge, after due diligence and inquiry, (a) the


 


3

















 


representations and
warranties contained in the Credit Documents are true and correct on and as of
the date hereof and the Acquisition Date as though made on and as of such date
and the Acquisition Date (or, if stated to have been made expressly as of an
earlier date, were true and correct in all material respects as of such earlier
date); (b) the occurrence of the Subject Event (as defined in the Letter
Agreement and absent the granting of the waiver by the Majority Banks on the
terms and subject to the conditions therein) would not constitute an event of
default under any agreement to which a Borrower is a party relating to
Indebtedness of such Borrower (other than the Agreement), or an event of
default or default under any “primary obligation” (as such term is used in the
definition of “Contingent Obligation” in the Agreement) that would permit an
acceleration of payment by the holder of such primary obligation that a Borrower
would be obligated to pay if the primary obligor were to fail to do so; and (c) immediately
before and after giving effect hereto, no Default or Event of Default (other
than the Subject Event) shall have occurred and be continuing.


 


SECTION 8.         COVENANTS.


 


On or prior to the Acquisition Date, the Borrowers shall


 


(a)           have provided to the Agent an executed
original of the certificate of Assured Guaranty Ltd. in the form of Exhibit B
attached hereto dated as of the Acquisition Date; and


 


(b)           have provided to the Agent such other
documents, certificates and opinions as the Agent may reasonably request,
including, without limitation, opinions of counsel to the Borrowers dated as of
the Acquisition Date in form and substance satisfactory to the Agent and the
Banks.


 


In addition, the Borrowers shall notify the Agent in
writing of the proposed Acquisition Date at least five (5) Business Days
prior to the Acquisition Date.


 


SECTION 10.  FEES AND EXPENSES.


 


On the Acquisition Date, the Borrowers shall pay an
amendment fee in the amount of $371,875, for distribution by the Agent to the
following Banks in the amounts set forth opposite the names of such Bank:


 




	
  BANK

  	
   

  	
  AMENDMENT FEE

  	
   

  
	
  BayernLB

  	
   

  	
  $

  	
  122,187.50

  	
   

  
	
  Helaba

  	
   

  	
  $

  	
  53,125.00

  	
   

  
	
  DB

  	
   

  	
  $

  	
  47,812.50

  	
   

  
	
  KBC

  	
   

  	
  $

  	
  21,250.00

  	
   

  
	
  NordLB

  	
   

  	
  $

  	
  37,187.50

  	
   

  
	
  LBBW

  	
   

  	
  $

  	
  42,500.00

  	
   

  
	
  BNY

  	
   

  	
  $

  	
  21,250.00

  	
   

  
	
  KeyBank

  	
   

  	
  $

  	
  26,562.50

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  371,875

  	
   

  






 


4

















 


The Borrowers shall pay to the Agent
the fees and expenses of counsel to the Agent incurred in connection with this
First Amendment promptly upon receipt of an invoice for such fees and expenses.


 


[Remainder of Page Left
Intentionally Blank]


 


5














 


IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed and delivered as of the date and year first written above.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  FINANCIAL
  SECURITY ASSURANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dennis Kim

  
	
   

  	
  Name

  	
  Dennis Kim

  
	
   

  	
  Title

  	
  Managing Director and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FSA INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dennis Kim

  
	
   

  	
  Name

  	
  Dennis Kim

  
	
   

  	
  Title

  	
  Managing Director and Treasurer

  



 


 


[Signatures continued on following page]


 

















 


[Signature page to First Amendment]


 


	
   

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
  BAYERISCHE
  LANDESBANK, Acting 

  Through Its New York Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Patricia M.
  Healy

  
	
   

  	
  Name

  	
  Patricia M.
  Healy

  
	
   

  	
  Title

  	
  First Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph C.
  Campagna

  
	
   

  	
  Name

  	
  Joseph C.
  Campagna

  
	
   

  	
  Title

  	
  Senior Vice
  President

  



 


 


[Signatures continued on following page]


 

















 


[Signature page to First Amendment]


 


	
   

  	
  BANKS:

  
	
   

  	
   

  
	
   

  	
  BAYERISCHE
  LANDESBANK, Acting 

  Through Its New York Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Patricia M.
  Healy

  
	
   

  	
  Name

  	
  Patricia M.
  Healy

  
	
   

  	
  Title

  	
  First Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph C.
  Campagna

  
	
   

  	
  Name

  	
  Joseph C.
  Campagna

  
	
   

  	
  Title

  	
  Senior Vice
  President

  



 


 


[Signatures continued on following page]


 

















 


[Signature page to First Amendment]


 


	
   

  	
  LANDESBANK
  HESSEN-THÜRINGEN

  
	
   

  	
  GIROZENTRALE,
  Acting Through Its 

  New York Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Samuel W.
  Bridges

  
	
   

  	
  Name 

  	
  Samuel W.
  Bridges

  
	
   

  	
  Title: 

  	
  Senior Vice
  President

  
	
   

  	
   

  	
  Financial
  Institutions

  
	
   

  	
   

  	
  Public Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Roger F.
  Johnson

  
	
   

  	
  Name 

  	
  Roger F. Johnson

  
	
   

  	
  Title 

  	
  Vice President

  
	
   

  	
   

  	
  Financial
  Institutions

  
	
   

  	
   

  	
  Public Finance

  



 


 


[Signatures continued on following page]


 

















 


[Signature page to First Amendment]


 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Kathleen
  Bowers

  
	
   

  	
  Name

  	
  Kathleen Bowers

  
	
   

  	
  Title

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Richard
  Herder

  
	
   

  	
  Name

  	
  Richard Herder

  
	
   

  	
  Title

  	
  Managing
  Director

  



 


 


[Signatures continued on following page]


 

















 


[Signature page to First Amendment]


 


	
   

  	
  KBC BANK N.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Larry
  Manochio

  
	
   

  	
  Name

  	
  Larry Manochio

  
	
   

  	
  Title

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert
  Snauffer

  
	
   

  	
  Name

  	
  Robert Snauffer

  
	
   

  	
  Title

  	
  Managing
  Director

  



 


 


[Signatures continued on following page]


 

















 


[Signature page to First Amendment]


 


	
   

  	
  NORDDEUTSCHE
  LANDESBANK 

  GIROZENTRALE, New York and/or Cayman 

  Islands Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stephanie
  Scholz

  
	
   

  	
  Name 

  	
  Stephanie Scholz

  
	
   

  	
  Title 

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stephanie
  Hoevermann

  
	
   

  	
  Name

  	
  Stephanie
  Hoevermann

  
	
   

  	
  Title

  	
  Senior Director

  



 


 


[Signatures continued on following page]


 














 


[Signature page to First Amendment]


 


 


	
   

  	
  LANDESBANK BADEN-WÜRTTEMBERG,

  Acting Through Its New York Branch

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jennifer L.
  Davis 

  
	
   

  	
  Name

  	
  Jennifer L.
  Davis 

  
	
   

  	
  Title

  	
  Vice President 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Leonard J.
  Crann 

  
	
   

  	
  Name

  	
  Leonard J. Crann
  

  
	
   

  	
  Title

  	
  Deputy General
  Manager

  



 


 


[Signatures continued on following page]


 

















 


[Signature page to First Amendment]


 


 


	
   

  	
  THE BANK OF NEW YORK MELLON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Richard G.
  Shaw 

  
	
   

  	
  Name

  	
  Richard G. Shaw 

  
	
   

  	
  Title

  	
  Vice President

  



 


 


[Signatures continued on following page]


 

















 


[Signature page to First Amendment]


 


 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mary K.
  Young 

  
	
   

  	
  Name

  	
  Mary K. Young 

  
	
   

  	
  Title

  	
  Senior Vice
  President

  



 


 


[End of Signatures]


 

















 


SCHEDULE I


 


COMMITMENTS


 


PART A


	
  Name

  	
   

  	
  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bayerische Landesbank,
  New York Branch

  	
   

  	
  $

  	
  97,750,000

  	
   

  
	
  Landesbank
  Hessen-Thüringen Girozentrale, New York Branch

  	
   

  	
  42,500,000

  	
   

  
	
  Deutsche Bank AG
  New York Branch

  	
   

  	
  38,250,000

  	
   

  
	
  KBC Bank N.V.

  	
   

  	
  17,000,000

  	
   

  
	
  Landesbank Baden-Württemberg, New York Branch

  	
   

  	
  34,000,000

  	
   

  
	
  The Bank of New York Mellon

  	
   

  	
  17,000,000

  	
   

  
	
  Norddeutsche Landesbank
  Girozentrale, New York Branch

  	
   

  	
  29,750,000

  	
   

  
	
  KeyBank National Association

  	
   

  	
  21,250,000

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  297,500,000

  	
   

  



 


PART B


 


Part B Banks


 


Landesbank Hessen-Thüringen Girozentrale, New York Branch


 


Deutsche Bank AG New York Branch


 


KBC Bank N.V.


 


The Bank of New York
Mellon


 


Norddeutsche Landesbank
Girozentrale, New York Branch


 


KeyBank National
Association


 


Landesbank
Baden-Württemberg, New York Branch


 

















 


PART C


 


Part C Banks and Contingent
Commitments


 


	
  Name

  	
   

  	
  Contingent Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bayerische Landesbank, New York Branch

  	
   

  	
  $

  	
  71,145,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  71,145,000

  	
   

  



 


2














 


EXHIBIT A


 


NOTE


 




	
  [AMOUNT]

  	
   

  	
  New York, New
  York

  
	
   

  	
   

  	
  July 1, 2009

  






 


FOR VALUE RECEIVED, FINANCIAL
SECURITY ASSURANCE INC. and FSA INSURANCE COMPANY
(the “Borrowers”) hereby jointly and severally promise to pay to the order of [BANK], (the “Bank”), in lawful money of the United States
of America in immediately available funds, at the office of Bayerische
Landesbank, acting through its New York Branch, as Agent, located at 560
Lexington Avenue, New York, New York 10022, on the Expiry Date (as defined in
the Agreement referred to below) the principal sum of [AMOUNT] constituting the
Bank’s Commitment under the Agreement (defined below) [plus [AMOUNT]
constituting the Bank’s Contingent Commitment under the Agreement] or, if less,
the then unpaid principal amount of all Loans (as defined in the Agreement)
made by the Bank pursuant to the Agreement.


 


The Borrowers, jointly and severally, promise also to
pay interest on the unpaid principal amount hereof in like money at said office
at the rates and at the times provided in Section 2.06 of the Agreement.


 


This Note is one of the Notes referred to in the Third
Amended And Restated Credit Agreement, dated as of April 30, 2005, among the
Borrowers and the Banks from time to time party thereto (including the Bank),
and Bayerische Landesbank, acting through its New York Branch, as Agent (as
amended, modified and supplemented from time to time, the “Agreement”), and is
entitled to the benefits thereof.  This
Note is secured by the Security Agreement (as defined in the Agreement).  As provided in the Agreement, this Note is
subject to voluntary prepayment and mandatory repayment prior to the Expiry
Date, in whole or in part.


 


In case an Event of Default (as defined in the
Agreement) shall occur and be continuing, the principal of and accrued interest
on this Note may be declared to be due and payable in the manner and with the
effect provided in the Agreement.


 


Except as otherwise provided in the Agreement, the
Borrowers hereby waive presentment, demand, protest or notice of any kind in
connection with this Note.


 


The Bank is authorized to record the date and amount
of each Loan and each payment, prepayment and conversion with respect thereto
on the grid attached hereto or on a continuation thereof which shall be
attached hereto and made a part hereof, and any such notation shall constitute
prima facie evidence of the accuracy of the information so recorded; provided
that the failure to make any such notations shall not affect the validity of
the Borrowers’ obligations hereunder.


 


THE PAYMENT OBLIGATIONS OF THE BORROWERS UNDER
THIS NOTE ARE LIMITED AS PROVIDED IN SECTION 4.05 OF THE AGREEMENT.


 

















 


THIS NOTE IS TRANSFERABLE ONLY IN ACCORDANCE WITH
THE PROVISIONS OF THE AGREEMENT.


 


THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


THIS NOTE HAS BEEN DULY EXECUTED UNDER SEAL BY THE
DULY AUTHORIZED REPRESENTATIVES OF THE BORROWERS AS OF THE DATE FIRST WRITTEN
ABOVE.


 


 


	
   

  	
  FINANCIAL
  SECURITY ASSURANCE INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FSA INSURANCE
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  



 

















 


GRID


 


	
  Date

  	
   

  	
  Amount

  of Loan

  	
   

  	
  Unpaid

  Principal

  Paid or

  Prepaid

  	
   

  	
  Principal

  Amount

  of Note

  	
   

  	
  Notation

  Made by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT B


 


ASSURED GUARANTY LTD. CERTIFICATE


 


Assured Guaranty Ltd. (“Assured”)
hereby represents and warrants that, to the best knowledge of the undersigned,
after due diligence and inquiry, the occurrence of the Event of Default under Section
10.09 of the Third Amended and Restated Credit Agreement among Financial
Security Assurance Inc., FSA Insurance Company, Various Banks and Bayerische
Landesbank, Acting Through Its New York Branch, Individually and as Agent (the “Agreement”)
(absent the granting of the waiver by the Majority Banks (as defined in the
Agreement)) would not, as of the closing of the acquisition of Financial
Security Assurance Holdings Ltd. (“FSA Holdings”) by Assured Guaranty Ltd.,
constitute an event of default under any agreement to which Assured is a party
relating to Indebtedness of Assured, or an event of default or default under
any “primary obligation” (as such term is used in the definition of “Contingent
Obligation” in the Agreement) that would permit an acceleration of payment by
the holder of such primary obligation that Assured would be obligated to pay if
the primary obligor were to fail to do so.


 


 


	
  ASSURED GUARANTY
  LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Dated:   July
  1, 2009

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title: