Exhibit 10.6


 




 





PUT AGREEMENT


 


between


 


ASSURED GUARANTY CORP.


 


and


 


WOODBOURNE CAPITAL TRUST [I][II][III][IV]


 


 


Dated April 8, 2005




 





 





















 


Preamble


 


This Put Agreement, dated as of  April 8, 2005 (this “Agreement”), is by and between
Assured Guaranty Corp., a Maryland domestic stock insurer (the “Company”), and Woodbourne
Capital Trust [I][II][III][IV] (the “Custodial Trust”), a Delaware
statutory trust.


 


Recitals


 


WHEREAS, the Company is authorized to
issue 50,001 shares of non-cumulative, redeemable, perpetual preferred stock,
par value $1,000 per share, designated as “Perpetual Preferred Shares,”
which shares have not been and will not be registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Preferred Stock”); and


 


WHEREAS, the Company and the Custodial Trust
desire to enter into a binding agreement pursuant to which the Company will
have the right to sell, at its option, the Preferred Stock to the Custodial
Trust, and the Custodial Trust will have an obligation to purchase the
Preferred Stock upon the
Company’s exercise of its option and upon the other terms and
conditions agreed upon by the parties.


 


NOW, THEREFORE, in consideration of the foregoing and
for other valuable consideration, the adequacy of which is hereby acknowledged,
the parties hereto agree as follows:


 


1.                                       Definitions;
Interpretation


 


1.1                                 The
words “herein,”  “hereof” and “hereunder” and other words of
similar import refer to this Agreement as a whole and not to any particular
section, clause or other subdivision, and references to “Sections” refer to Sections
of this Agreement except as otherwise expressly provided.


 


1.2                                 In
this Agreement:


 


“Agreement” has the meaning
set forth above in the Preamble.


 


“Auction
Rate Mode”
has the meaning set forth in the General Terms of the CCS Securities attached
to the Declaration as Appendix A.


 


“Business
Day”
has the meaning set forth in the Declaration.


 


“Charter” means the Articles of
Incorporation of the Company, as
supplemented by the Articles Supplementary relating to the Preferred Stock,
a copy of which is attached hereto as Annex C.


 


“Company”
has the meaning set forth above in the Preamble.


 


“CCS
Securities”
has the meaning set forth in the Declaration.


 





















 


“Custodial
Trust”
has the meaning set forth above in the Preamble.


 


“Custodial
Trust Expense Reimbursement Agreement” has the meaning set forth in Section 3.1.


 


“Declaration” means the Amended
and Restated Declaration of Trust governing the Custodial Trust, dated as of
the date hereof, as the same may be amended or restated from time to time.


 


“Delayed
Auction”
has the meaning set forth in the General Terms of the CCS Securities attached to the Declaration as Appendix A.


 


“Delayed
Auction Date”
has the meaning set forth in the General Terms of the CCS Securities attached to the Declaration as Appendix A.


 


“Delayed
Auction Period”
has the meaning set forth in the General Terms of the CCS Securities attached to the Declaration as Appendix A.


 


“Delayed
Auction Rate”
has the meaning set forth in the General Terms of the CCS Securities attached to the Declaration as Appendix A.


 


“Delayed
Put Premium”
has the meaning set forth in Section 5.1.


 


“Delayed
Put Premium Certificate”
has the meaning set forth in Section 5.2.


 


“Distribution
Rate”
has the meaning set forth in the General Terms of the CCS Securities attached
to the Declaration as Appendix A.


 


“Distribution
Payment Date”
has the meaning set forth in the General Terms of the CCS Securities attached to the Declaration as Appendix A.


 


“Distribution
Period”
has the meaning set forth in the General Terms of the CCS Securities attached to the Declaration as Appendix A.


 


“Dividend” has the meaning set
forth in the Charter.


 


“Eligible Assets” has the meaning set forth in the
Declaration.


 


“Federal
Funds Effective Rate”
has the meaning set forth in the Declaration.


 


“Fixed Rate Distribution Event” has
the meaning set forth in the Charter.


 


“Fixed Rate
Election” means an election by the Company to pay Dividends on the
Preferred Stock at the rate described in clause (iii) of the definition of “Dividend
Rate” set forth in the Charter.


 


“Flexed
Rate Period”
has the meaning set forth in the General Terms of the CCS Securities attached
to the Declaration as Appendix A.


 


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“Holder” has the meaning
set forth in the Declaration.


 


“Liquidation
Preference” has the meaning
set forth in the Charter.


 


“Maximum Rate” has the meaning
set forth in the Charter.


 


                                  “Moody’s” shall mean Moody’s Investor Services, Inc. and its
successors.


 


“Overnight
Rate of Return”
means the rate earned on the interest and on the principal of the Eligible
Assets during the period from the last Business Day of each Distribution Period
until the related Distribution Payment Date and, if applicable, during any
Delayed Auction Period, which shall be equal to the Federal Funds Effective
Rate then in effect..


 


 “Pass Through Trust” has the meaning set forth in the
Charter.


 


“Pass Through
Trust Securities” has the meaning set forth in the Charter.


 


“Preferred
Stock”
has the meaning set forth above in the Recitals.


 


“Preferred Stock Payment Date”
has the meaning set forth in Section 3.2(a).


 


“Preferred
Stock Purchase Price”
has the meaning set forth in Section 4.1.


 


“Put
Notice”
means a written notice substantially in the form attached hereto as Annex A.


 


“Put
Premium”
has the meaning set forth in Section 5.1.


 


“Put  Premium Certificate” has the meaning
set forth in Section 5.2.


 


“Redemption Price” has the
meaning set forth in the Charter.


 


“Redemption Proceeds” has the
meaning set forth in Section 3.2(d).


 


“Standard & Poor’s” shall mean
Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies,
Inc. and its successors.


 


“Stated Yield” means all amounts
of interest (including accreted interest) and other payments due and payable
(upon maturity or otherwise) on the principal amount of the Eligible Assets
(excluding any repayment of principal) held by the Custodial Trust during a
Distribution Period, plus the amount of interest to be earned based on the
Overnight Rate of Return, as calculated on or prior to 11:00 a.m. on the
last Business Day of each respective Distribution Period.


 


 “Tax Matters Partner” has the meaning set forth in the
Declaration.


 


“Termination Payment”
has the meaning set forth in Section 5.3.


 


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“Trustee” has the meaning set
forth in the Declaration.


 


In
this Agreement, any reference to a “company” shall be construed so as to include any corporation,
trust, partnership, limited liability company or other legal entity,
wheresoever incorporated or established.


 


1.3                                 In
this Agreement, save where the contrary is indicated, any reference to:


 


(a)                                  this
Agreement or any other agreement or document shall be construed as a reference
to this Agreement or, as the case may be, such other agreement or document as
the same may have been, or may from time to time be, amended, varied, novated
or supplemented in accordance with its terms; and


 


(b)                                 a
statute shall be construed as a reference to such statute as the same may have
been, or may from time to time be, amended or re-enacted.


 


1.4                                 In
this Agreement, any definition shall be equally applicable to both the singular
and plural forms of the defined terms.


 


2.                                       Put
Option; Agreement Term


 


2.1                                 In
consideration of the payment of the Put Premium, the Custodial Trust hereby
grants to the Company the
right to cause the Custodial Trust to purchase the Preferred Stock on the terms
set forth in this Agreement.


 


2.2                                 The
put option created hereby shall remain in effect and be exercisable at any time
except:


 


(a)                                  during
any period when the Preferred Stock that has been put to the Custodial Trust
pursuant to this Agreement is held by the Custodial Trust; or


 


(b)                                 after
this Agreement has been terminated pursuant to Section 2.3.


 


2.3                                 This
Agreement shall terminate upon the
earliest to occur of:


 


(a)                                  the Company  fails to
pay the Put Premium or the Delayed Put Premium for a Distribution Period on the
related Distribution Payment Date, and such failure has not been cured within
five (5) Business Days;


 


(b)                                 during the Auction Rate Mode and when
the Preferred Stock is outstanding, the Company makes a Fixed Rate Election;


 


(c)                                  during the Auction Rate Mode and when
the Preferred Stock is outstanding, the Company fails to pay
(i) Dividends on the Preferred Stock, or (ii) the fees and expenses of the
Custodial Trust pursuant to the Custodial Trust Expense Reimbursement
Agreement, for a Distribution Period on the related Distribution Payment Date,
and such failure continues for five (5) Business Days;


 


4





















 


(d)                                 the Company fails to
pay the Redemption Price and such failure continues for five (5) Business Days;


 


(e)                                  the
aggregate face amount of the Custodial Trust’s CCS Securities is less than $20,000,000;


 


(f)                                    during
the Auction Rate Mode, the Company provides at least three (3) days notice
prior to a Distribution Payment Date that it is terminating this Agreement at
the end of such Distribution Period;


 


(g)                                 the
Company provides not less than five (5) nor more than fifteen (15) days notice
prior to the end of a Flexed rate Period that it is terminating this Agreement
at the end of such period; and


 


(h)                                 the
entry of a decree of judicial dissolution of the Custodial Trust.


 


3.                                       Exercise
of Put Option; Redemption.


 


3.1                                 The
Custodial Trust agrees that it shall, upon exercise of the put option by the
Company as provided in Section 3.2, purchase all, but not less than all,
of the Preferred Stock from the
Company for a purchase price equal to the Preferred Stock
Purchase Price, which Preferred Stock Purchase Price shall be payable on the
Preferred Stock Payment Date in accordance with Section 4.


 


3.2                                 (a)                                  The Company may
exercise the put option at any time by delivering (i) a Put Notice to the
Trustee, specifying a payment date (the “Preferred Stock Payment Date”),
which shall be the next succeeding Distribution Payment Date after the date on
which the Put Notice is delivered to the Trustee and (ii) the Custodial
Trust Expense Reimbursement Agreement to the Custodial Trust in the form
attached hereto as Annex D (the “Custodial Trust Expense Reimbursement
Agreement”), in either case not more than fifteen (15) days but not
less than ten (10) days prior to the next succeeding Distribution Payment Date.


 


(b)                                 On
the Preferred Stock Payment Date, after payment of the Put Premium by the Company to the
Custodial Trust and payment of any unpaid distribution amount by the Custodial
Trust to the Holders of the CCS
Securities, in each case for the immediately preceding Distribution Period, the Company shall
issue and deliver to the Custodial Trust, or its designee, Preferred Stock with
an aggregate Liquidation Preference equal to the Preferred Stock Purchase
Price.  The Preferred Stock shall be
delivered free and clear of any defect in title, together with all transfer and
registration documents (or all notices, instructions or other communications)
as are necessary to convey title to the Preferred Stock to the Custodial Trust
(or its nominee).


 


(c)                                  For
the avoidance of doubt, any cash received by the Custodial Trust as interest or
other payments earned on the principal amount of the Eligible Assets (net of
fees and expenses and excluding any repayment of principal) and not previously
distributed to the Holders of CCS
Securities shall be distributed to the Holders of CCS Securities prior to payment by the Custodial Trust of the
Preferred Stock Purchase Price, 


 


5





















 


and shall not be used to purchase the Preferred Stock;
and (2) the aggregate Liquidation Preference of the Preferred Stock shall
be reduced by the amount, if any, by which the aggregate face amount of CCS Securities is reduced as a result of
losses of principal of or interest on Eligible Assets as required by Section 6.01(g)
of the Declaration and Sections 2(h) and 7(b) of the General Terms of the
CCS Securities attached thereto.


 


(d)                                 Pursuant to the Charter, the Company shall have
the right to redeem the Preferred Stock in whole but not in part on any
Distribution Payment Date during the Flexed Rate Period upon payment of the
Redemption Price for the shares to be redeemed (the “Redemption Proceeds”).


 


(e)                                  Notice of any redemption of Preferred Stock shall
be mailed to the holders of Preferred Stock not less than ten (10) days nor
more than fifteen (15) days prior  the
date fixed for such redemption.  At any
time before or after a notice of redemption has been given, the Company shall
deposit the aggregate Redemption Price of the Preferred Stock to be redeemed
with any bank or trust company in New York, New York, with directions to pay
the holders of the Preferred Stock being redeemed the Redemption Proceeds in
exchange for the Preferred Stock on the date fixed for such redemption.


 


(f)                                  If
Preferred Stock is distributed to holders of CCS Securities during any Flexed
Rate Period, then the Company may not redeem the Preferred Stock until the end
of such Flexed Rate Period.


 


(g)                                 Pursuant
to the Charter, following exercise of the put option, the Company may redeem
the Preferred Stock in whole or in part (x) on the final distribution payment
date of the applicable Flexed Rate Period and (y) on any distribution payment
date in the Auction Rate Mode, upon payment of the Redemption Proceeds.


 


(h)                                 Upon
any redemption in full of Preferred Stock, the Custodial Trust agrees to
reinvest the redemption proceeds in Eligible Assets and the Company agrees to
pay the Put Premium to the Custodial Trust in accordance with this Agreement.


 


(i)                                     Subject
to clause (j) below, if the Company partially redeems the Preferred Stock, the
Redemption Proceeds will be distributed pro rata
or by such other method as determined by the Trustee to the holders of the CCS
Securities (and a corresponding reduction in the aggregate face amount of CCS
Securities will be made).


 


(j)                                     The Company shall be obligated to redeem
all of the Preferred Stock if after giving effect to a partial redemption
permitted under the terms of this Agreement, the aggregate Liquidation
Preference of the Preferred Stock outstanding immediately after such partial
redemption would be less than $20,000,000.


 


(k)                                  For
the avoidance of doubt, there is no limitation on the number of times the
Company may put and redeem the Preferred Stock pursuant to and in accordance
with the terms of this Agreement.


 


(l)                                     The Company may not redeem the Preferred
Stock from the holders thereof for a period of two years following a Fixed Rate
Distribution Event.


 


6





















 


4.                                       Payments


 


4.1                                 On
the Preferred Stock Payment Date, after payment of any unpaid Put Premium by the Company to the Custodial Trust and
payment of any unpaid distribution amount by the Custodial Trust to the Holders
of the CCS Securities, in each
case for the immediately preceding Distribution Period, the Custodial Trust
will deliver to the Company an
amount equal to the proceeds attributable to principal received upon the
maturity of the Custodial Trust’s Eligible Assets (and, if applicable,
liquidation of defaulted Eligible Assets), net of fees and expenses of the
Custodial Trust and after any principal is returned to Holders of CCS Securities pursuant to
Section 6.01(g) of the Declaration and Sections 2(h) and 7(b) of the
General Terms of the CCS
Securities (the “Preferred
Stock Purchase Price”).


 


4.2                                 Payment
by the Custodial Trust of the Preferred Stock Purchase Price shall be made on
or prior to 3:00 p.m. New York City time on the Preferred Stock Payment
Date and to the account of the
Company specified in the Put Notice.


 


4.3                                 Payment
of the Preferred Stock Purchase Price by the Custodial Trust shall be made as
provided in Section 4.1 and Section 4.2 hereof without setoff, claim,
recoupment, deduction or counterclaim; provided, however, that if the Company exercises its put
option under Section 3 hereof at any time that it has failed to pay all or
a portion of the Put Premium, and such failure has not been cured on or before
the Preferred Stock Payment Date, the Custodial Trust shall be entitled to
setoff against the Preferred Stock Purchase Price of such unpaid portion of the
Put Premium.


 


5.                                       Put
Premium


 


5.1                                 In
consideration for the Custodial Trust’s agreement to purchase the Preferred
Stock in accordance with the terms of this Agreement, the Company will pay to the
Custodial Trust, in U.S. dollars, on each Distribution Payment Date during
which the put option remains in effect and is exercisable as set forth in
Section 2.2 hereof an amount (the “Put Premium”)
equal to the product of (A) the Distribution Rate on the CCS Securities for the respective Distribution
Period less the excess of (i) the Stated Yield for such Distribution Period
over (ii) the expenses of the Custodial Trust (including the Custodial Trust’s
portion of the expenses of the Pass Through Trust) for such Distribution
Period, provided that such Stated Yield and
expenses shall be annualized and expressed as an annual rate with respect to
the face amount of the CCS
Securities outstanding on the date the Put Premium is determined, (B) the
aggregate face amount of the CCS Securities outstanding at the time the Put
Premium is calculated and (C) a fraction, the numerator of which will be
the actual number of calendar days in the respective Distribution Period, and
the denominator of which will be 360 days. 
The Put Premium for each Distribution Period will be calculated on the
last Business Day prior to the related Distribution Payment Date.


 


If as
a result of losses of principal of or interest on Eligible Assets there is a
Delayed Auction, the Company  will pay to the Custodial Trust, in US dollars,
on each Distribution Payment Date during which the put option remains in effect
and is exercisable as set forth in Section 2.2 hereof, the “Delayed Put  Premium,”
an amount equal to the product of (A) the Delayed Auction Rate on the CCS Securities for the Delayed Auction
Period less the excess of 


 


7





















 


(i) the Stated
Yield for such Delayed Auction Period over (ii) the expenses of the Custodial
Trust for such Delayed Auction Period, provided that
such amount shall be annualized and expressed as an annual rate with respect to
the face amount of the CCS
Securities outstanding on the date the Put 
Premium is determined, (B) the aggregate face amount of the CCS Securities outstanding at the time
the Delayed Put  Premium is calculated
and (C) a fraction, the numerator of which will be the actual number of
calendar days in the respective Delayed Auction Period, and the denominator of
which will be 360 days.


 


The
Delayed Put  Premium for each Delayed
Auction Period will be calculated on the Delayed Auction Date.


 


5.2                                 The
amount of the Put  Premium shall be
calculated by the Trustee and delivered in writing (the “Put  Premium Certificate”) to the Company  prior to 5:00 p.m. on the Business Day
prior to the related Distribution Date. 
The amount of the Delayed Put 
Premium shall be calculated by the Trustee and delivered in writing (the
“Delayed Put  Premium Certificate”) to the Company  prior to
5:00 p.m. on the Delayed Auction Date. 
The Put  Premium Certificate, and
any Delayed Put  Premium Certificate,
also shall set forth the Eligible Assets held by the Custodial Trust, the
Stated Yield on each Eligible Asset, any fees to be incurred or accrued by the
Trustee on behalf of the Custodial Trust and the computation of the Put  Premium, or the Delayed Put  Premium, as the case may be, in each case for
the respective Distribution Period and the Delayed Auction Period,
respectively, and shall be in the form attached hereto as Annex B.


 


5.3                                 If,
as a result of the Company’s failure to pay the Put Premium, the Custodial
Trust is liquidated during any Flexed Rate Period, the Company will be required
to pay a termination payment (the “Termination Payment”)
to the Custodial Trust equal to 1.10% per annum of the amount invested in
Eligible Assets calculated from the date of the failure to pay the Put Premium
through the end of the applicable Flexed Rate Period.


 


5.4                                 The
Company has five (5) Business Days to cure any failure to pay when due the
Put  Premium or Delayed Put  Premium, if any; provided
that the Put  Premium during such cure
period will be set at the Maximum Rate then in effect.


 


5.5                                 The
Company has five (5) Business Days to cure any failure to pay when due the
Redemption Price; provided that the Put  Premium during such cure period will be set
at the Maximum Rate then in effect.


 


6.                                       Obligations
Absolute


 


6.1                                 The
Custodial Trust acknowledges that, provided the Company has complied with the
terms of this Agreement, the obligations of the Custodial Trust undertaken
under this Agreement are absolute, irrevocable and unconditional irrespective
of any circumstances whatsoever, including any defense otherwise available to
the Custodial Trust, in equity or at law, including, without limitation, the
defense of fraud, any defense based on the failure of the Company  to disclose any matter, whether or not
material, to the Custodial Trust or any other person, and any defense of breach
of warranty or misrepresentation, and irrespective of any other circumstance
which might otherwise constitute a legal or equitable discharge or 


 


8





















 


defense of an insurer, surety or guarantor under any
and all circumstances.  The
enforceability and effectiveness of this Agreement and the liability of the
Custodial Trust, and the rights, remedies, powers and privileges of the Company under
this Agreement shall not be affected, limited, reduced, discharged or
terminated, and the Custodial Trust hereby expressly waives, to the fullest
extent permitted by applicable law, any defense now or in the future arising by
reason of:


 


(a)                                  the
illegality, invalidity or unenforceability of all or any part of the
Declaration;


 


(b)                                 any
action taken by the Company;


 


(c)                                  any
change in the direct or indirect ownership or control of the Company or of
any shares or ownership interests thereof; and


 


(d)                                 any
other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of or for the Custodial Trust;


 


provided, however,
that, notwithstanding the provisions of this Section 6.1, the Custodial
Trust shall have no further obligations under this Agreement after the
termination of this Agreement.  In
addition, the breach of any covenant made in this Agreement by the Custodial
Trust shall not terminate this Agreement or limit the rights of the Company
hereunder.


 


6.2                                 For
the avoidance of doubt, no failure or delay by the Company in exercising its
rights hereunder shall operate as a waiver of its rights hereunder (except as
specifically provided in this Agreement, including, without limitation, in
respect of the notice periods and payment dates set forth in
Section 3.2(a) hereof) and, subject to the termination of this Agreement
not having occurred, the
Company may continue to exercise its rights hereunder at any
time.


 


7.                                       Covenants


 


7.1                                 The Company hereby
covenants and agrees that, at all times prior to the earlier of the termination
of this Agreement or completion of the sale of the Preferred Stock to the
Custodial Trust pursuant to this Agreement it shall not amend, restate, revise
or otherwise alter the rights, terms and preferences of the Preferred Stock,
whether by operation of merger, reorganization or otherwise, without the prior
consent of the Custodial Trust, and it will not register the Preferred Stock
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, on or before the Put  Payment
Date.


 


7.2                                 The
Custodial Trust hereby covenants and agrees that, at all times prior to the
earlier of the termination of this Agreement or completion of the sale of the
Preferred Stock to the Custodial Trust pursuant to this Agreement it shall not
amend, restate, revise or otherwise alter the rights, terms and preferences of
the CCS Securities, whether by
operation of merger, reorganization or otherwise, and it will not register the
CCS Securities with the Securities and Exchange Commission under the Securities
Act of 1933, as amended.


 


9





















 


7.3                                 The Company hereby
covenants and agrees that any Preferred Stock delivered to the Custodial Trust
shall rank, at the time of delivery, (a) senior to the common stock of the Company and
(b) senior to or pari passu with
the most senior preferred shares of the Company
then authorized by the Charter or then issued and outstanding; provided that this covenant may be amended with the consent
of the Company and at
least a majority of the face amount of the CCS Securities.


 


7.4                                 The
Company hereby covenants and agrees that if the Company’s financial strength rating
or the rating of the Preferred Stock, if any, is lowered while this Agreement
remains effective, the Company shall provide written notice to the Trustee, on
behalf of the Custodial Trust, of such lowered rating.


 


8.                                       This
Agreement to Govern


 


If
there is any inconsistency between any provision of this Agreement and any
other agreement, the provisions of this Agreement shall prevail to the extent
of such inconsistency but not otherwise.


 


9.                                       Representations
and Warranties


 


9.1                                 The
Custodial Trust represents and warrants to the Company that, as of the date
hereof:


 


(a)                                  the
Custodial Trust is duly organized and validly existing under the Delaware
Statutory Trust Act and has the power and authority to own its assets and to
conduct the activities which it conducts;


 


(b)                                 its
entry into, exercise of its rights and/or performance of or compliance with its
obligations under this Agreement and the transactions contemplated hereby, do
not and will not violate (1) any law to which it is subject, (2) any
of its constitutional documents or (3) any agreement to which it is a
party or which is binding on it or its assets;


 


(c)                                  it
has the power to enter into, exercise its rights and perform and comply with
its obligations under this Agreement and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement;


 


(d)                                 it
will obtain and maintain in effect and comply with the terms of all necessary
consents, registrations and approvals of or with any government or other
regulatory body or authority applicable to this Agreement or required in
connection with fulfilling its obligations hereunder or effecting the
transactions contemplated hereby;


 


(e)                                  its
obligations under this Agreement are valid, binding and enforceable at law;


 


(f)                                    it
is not in default under any agreement to which it is a party or by which it or
its assets is or are bound and no litigation, arbitration or administrative
proceedings are 


 


10





















 


current or pending, which default, litigation,
arbitration or administrative proceedings are material in the context of this
Agreement;


 


(g)                                 it
is not necessary or advisable in order to ensure the validity, effectiveness,
performance or enforceability of this Agreement or required in connection with
fulfilling its obligations hereunder or effecting the transactions contemplated
hereby, that any document be filed, registered or recorded in any public office
or elsewhere, other than such documents that have been previously filed;


 


(h)                                 each
of the above representations and warranties will be correct and complied with
in all respects during the term of this Agreement;


 


(i)                                     no
consent, approval, authorization or order of any court or governmental
authority, agency, commission or commissioner or other regulatory authority is
required for the consummation by the Custodial Trust of the transactions
contemplated by this Agreement; and


 


(j)                                     assuming
compliance with the transfer restrictions with respect to the CCS Securities
set forth in the Declaration, the Custodial Trust is not required to register
with the Securities and Exchange Commission as an investment company under the
Investment Company Act of 1940, as amended.


 


9.2                                 The
Company represents and warrants to the Custodial Trust that, as of the date
hereof:


 


(a)                                  it
is duly organized and validly existing as a domestic stock insurance
corporation under the laws of the State of Maryland and has the power and
authority to own its assets and to conduct its activities;


 


(b)                                 its
entry into, exercise of its rights and/or performance of or compliance with its
obligations under this Agreement and the transactions contemplated hereby, do
not and will not violate (1) any law to which it is subject, (2) any
of its constitutional documents or (3) any agreement to which it is a
party or which is binding on it or its assets;


 


(c)                                  it
has the power to enter into, exercise its rights and perform and comply with
its obligations under this Agreement and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement;


 


(d)                                 it
will obtain and maintain in effect and comply with the terms of all necessary
consents, registrations and approvals of or with any government or other
regulatory body or authority applicable to this Agreement or required in
connection with fulfilling its obligations hereunder or effecting the
transactions contemplated hereby;


 


(e)                                  its
obligations under this Agreement are valid, binding and enforceable at law;


 


11





















 


(f)                                    it
is not in default under any agreement to which it is a party or by which it or
its assets is or are bound and no litigation, arbitration or administrative
proceedings are current or pending, which default, litigation, arbitration or
administrative proceedings are material in the context of this Agreement;


 


(g)                                 it
is not necessary or advisable in order to ensure the validity, effectiveness,
performance or enforceability of this Agreement or required in connection with
fulfilling its obligations hereunder or effecting the transactions contemplated
hereby, that any document be filed, registered or recorded in any public office
or elsewhere;


 


(h)                                 each
of the above representations and warranties will be correct and complied with
in all respects during the term of this Agreement;


 


(i)                                     no
consent, approval, authorization or order of any court or governmental
authority, agency, commission or commissioner or other regulatory authority is
required for the consummation by the Company of the transactions contemplated by
this Agreement, other than such consents, approvals, authorizations and orders
as have been obtained and the sale of the Preferred Stock to the Custodial
Trust, pursuant to the terms hereof, need not be registered with the Securities
and Exchange Commission under the Securities Act of 1933, as amended; and


 


(j)                                     as
of the Preferred Stock Payment Date, the Preferred Stock will be duly
authorized for issuance and sale to the Custodial Trust, pursuant to this
Agreement, and, when issued and delivered by the Company, pursuant to this
Agreement, against payment of the Preferred Stock Purchase Price, will be
validly issued, fully paid and nonassessable; the Preferred Stock will conform
in all respects to the terms of the Preferred Stock set forth in the Charter attached
hereto as Annex C; and the Preferred Stock will not be subject to
pre-emptive or other similar rights.


 


10.                                 Severability


 


Any provision of this Agreement which is or becomes
illegal, invalid or unenforceable in any jurisdiction may be severed from the
other provisions of this Agreement without invalidating the remaining
provisions hereof, and any such illegality, invalidity or unenforceability
shall not invalidate or render illegal or unenforceable such provision in any
other jurisdiction.


 


11.                                 Notices


 


Each communication to be made hereunder shall be
deemed to have been given (i) five (5) days after deposit of such
communication with a reputable national courier service addressed to such party
at its address specified below (or at such other address as such party shall
specify to the other party hereto in writing) or (ii) when transmitted by
facsimile to such party at its facsimile number specified below (or at such
other facsimile number as such party shall specify to the other party hereto in
writing):


 


12





















 


If to the Company
at:


 


Assured
Guaranty Corp.


1325 Avenue of the Americas


New York, New York 
10019

Attention:  General Counsel

Facsimile:  (212) 581-3268


 


If to the
Custodial Trust at:


 


The Bank of New
York (Delaware)

P.O. Box 6973

White Clay Center

Route 273

Newark, Delaware 19714

Attention:  Kristine Gullo

Facsimile:  (302) 283-8279


 


Copies to:


 


The Bank of New
York

101 Barclay Street

8th Floor East – Dealing and Trading Department

New York, New York 10286

Facsimile:  (212) 815-2830


 


In the case of any event
under Sections 2.3, 7.3 or 14 of the Agreement, the Company shall give notice
to:


 


Standard & Poor’s
Ratings Services at:


 


Standard & Poor’s Ratings Services


55 Water Street


New York, New York
10041


 


Moody’s Investors
Services, Inc. at:


 


Moody’s Investors Services, Inc.


99 Church Street


New York, New York
10007


 


12.                                 Counterparts


 


This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts each of which when executed and
delivered shall constitute an original, but all the counterparts shall together
constitute but one and the same instrument.


 


13





















 


13.                                 Benefit
of Agreement and Disclaimer


 


This Agreement shall enure to the benefit of each
party hereto and its successors and assigns and transferees; provided that
neither party hereto may transfer its rights and obligations hereunder, by
operation of law or otherwise, without the prior written consent of the other
party.


 


14.                                 Amendment
and Assignment


 


14.1                           This Agreement may not be amended or modified
in any respect, nor may any provision be waived, without the written agreement
of both parties and without confirmation from Standard & Poor’s  and Moody’s that current ratings on the CCS
Securities and the Pass Through Trust Securities would be maintained.  No
waiver by one party of any obligation of the other hereunder shall be
considered a waiver of any other obligation of such party.


 


14.2                           Neither
the Custodial Trust nor the Company may assign its rights or obligations under
this Agreement to any other person, except that the Company may assign its
rights and obligations under this Agreement to another person as a result of a
merger of the Company with another person or as a result of a sale of all or
substantially all of the assets of the Company to another person if (i) the
other person expressly assumes all of the rights and obligations of the Company
under this Agreement and (ii) the Company receives confirmation from Standard
& Poor’s  and Moody’s that current
ratings on the CCS Securities and the Pass Through Trust Securities would be
maintained.


 


15.                                 Governing
Law


 


THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER
CHOICE OF LAW AND CONFLICTS OF LAW RULES).


 


16.                                 Jurisdiction


 


Each of the parties hereto irrevocably submits to the
non-exclusive jurisdiction of the courts of the State of New York in respect of
any action or proceeding arising out of or in connection with this Agreement (“Proceedings”).  Each of the parties hereto irrevocably
waives, to the fullest extent permitted by applicable law, any objection that
it may now or hereafter have to the laying of the venue of any such Proceedings
in the courts of the State of New York and any claim that any Proceeding
brought in any such court has been brought in an inconvenient forum.  Each of the Custodial Trust and the Company
agrees that it shall at all times have an authorized agent in the State of New
York upon whom process may be served in connection with any Proceedings, and
each of the Custodial Trust and the Company hereby authorizes and appoints the
Trustee to accept service of all legal process arising out of or connected with
this Agreement in the State of New York and service on such person (or
substitute) shall be deemed to be service on the Custodial Trust or the
Company, as the case may be.  Except upon
such a substitution, the Custodial Trust and the Company shall not revoke any
such authority or appointment and shall at all times maintain an agent for
service of process in the State of New York. 
If for any reason such person shall cease to act as agent for the
service of process, the 


 


14





















 


Custodial Trust and the Company shall promptly appoint
another such agent, and shall forthwith notify each other of such
appointment.  The submission to
jurisdiction reflected in this paragraph shall not (and shall not be construed
so as to) limit the right of any person to take Proceedings in any court of
competent jurisdiction, nor shall the taking of Proceedings in any one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by law.


 


17.                                 Limitation
of Liability


 


It is expressly understood that (a) this
Agreement is executed and delivered by The Bank of New York (Delaware), not
individually or personally but solely as Trustee, in the exercise of the powers
and authority conferred and vested in it under the Declaration, (b) each
of the representations, undertakings and agreements herein made on the part of
the Custodial Trust, is made and intended not as personal representations,
undertakings and agreements by The Bank of New York (Delaware), but is made and
intended for the purpose of binding only the Custodial Trust, and
(c) under no circumstances shall The Bank of New York (Delaware) be
personally liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Custodial Trust, under this
Agreement or the other related documents.


 


18.                                 Tax
Confidentiality Waiver


 


Notwithstanding anything to the contrary contained in
this Agreement all persons may disclose to any and all persons, without
limitations of any kind, the U.S. federal, state and local tax treatment of the
CCS Securities and the Pass Through Trust Securities and the transactions
contemplated herein, any fact relevant to understanding the U.S. federal, state
and local tax treatment of the CCS Securities and the Pass Through Trust
Securities and the transactions contemplated herein, and all materials of any
kind (including opinions or other tax analyses) relating to such U.S. federal,
state and local tax treatment other than the name of any of the parties
referenced herein or information that would permit identification of any of the
parties referenced herein.


 


[SIGNATURES
FOLLOW.]


 


15





















 


IN WITNESS WHEREOF
the parties hereto have caused this Agreement to be duly executed as of the day
and year first above written.


 


	
   

  	
  WOODBOURNE CAPITAL TRUST

  [I][II][III][IV],

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank of New York
  (Delaware), not in

  its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSURED GUARANTY CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


ANNEX
A


 


Form
of Put Notice


 


To:                              Woodbourne
Capital Trust [I][II][III][IV]

c/o Bank of New York (Delaware)

P.O. Box 6973

502 White Clay Center Route

273 Newark, Delaware 19714


 


with a copy to:


 


The Bank of New York

101 Barclay Street

8th Floor East

New York, New York 10286

Attention:  Dealing and Trading Group

Facsimile:  (212) 815-2830


 


Date:


 


Ladies and Gentlemen:


 


We refer to the put 
agreement dated  •, 2005 (as
heretofore amended, the “Put  Agreement”) entered into between us and
you. Terms defined therein shall have the same respective meanings herein.


 


This notice is the notice for the purposes of
Section 3.2(a) of the Put 
Agreement.  We hereby elect to
exercise the put option with regard to Preferred Stock having a liquidation
preference of an amount equal to the Preferred Stock Purchase Price, and hereby
require you to pay the Preferred Stock Purchase Price on the Preferred Stock
Payment Date which shall be
[         ], to the following
account:


 


[             ]


 


Yours faithfully,


 


	
   

  	
   

  
	
  for and on
  behalf of

  
	
  ASSURED GUARANTY
  CORP.

  



 





















 


ANNEX B


	
  Put Premium Certificate/Delayed Put Premium
  Certificate

  Assured Guaranty Corp.

  Put Premium/Delayed Put Premium for the

  Non-Cumulative Redeemable Perpetual Preferred Stock of 

  Assured Guaranty Corp.

  
	
  1.

  	
  Distribution Period: [first day of Period]-[last day
  of Period]: [number of days in period]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Distribution Rate determined for the Distribution
  Period on [insert last Business Day prior to the Distribution Payment
  Date].

  	
   

  	
  [ ]%

  	
   

  	
  $

  	
  [ ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Eligible Assets:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Issuer

  	
   

  	
  Ratings

  	
   

  	
  Purchase Price

  	
   

  	
  Yield to Maturity

  	
   

  	
  Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Broker-Dealer Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [ ]%

  	
   

  	
  $

  	
  [ ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Trustee and Custodian Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [ ]%

  	
   

  	
  $

  	
  [ ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Investment Manager Fee

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [ ]%

  	
   

  	
  $

  	
  [ ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Tax Matters Partner Fee

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [ ]%

  	
   

  	
  $

  	
  [ ]

  



 





















 


	
  8.

  	
  Rating Agency Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [ ]%

  	
   

  	
  $

  	
  [ ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Tax Fees. Including preparation of returns

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Other Fees and Expenses for the Distribution Period,
  if any

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [ ]%

  	
   

  	
  $

  	
  [ ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Computation of Put Premium Due on [insert
  Distribution Payment Date] by 11:00 a.m. New York Time:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [ ]%

  	
   

  	
  $

  	
  [ ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  The Investment Manager is in compliance with the
  Investment Management Agreement.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


ANNEX C


 


Charter of Assured Guaranty Corp.


 





















 


ANNEX D


 


Custodial Trust Expense
Reimbursement Agreement