EXHIBIT
10.22


 


RELEASE AND TERMINATION
AGREEMENT


 


by and among


 


FSA Asset Management LLC


 


FSA Capital Management Services LLC


 


FSA
Capital Markets Services LLC


 


and


 


Financial
Security Assurance Inc.


 


February 20, 2009


 

















 


RELEASE
AND TERMINATION AGREEMENT


 


This release and
termination agreement (the “Agreement”) is dated as of February 20, 2009, and entered
into between FSA Asset Management LLC (the “FSAM”), FSA Capital
Management Services LLC (“FSA Capital Management”), FSA Capital Markets
Services LLC (“FSA Capital Markets”) and Financial Security Assurance
Inc. (the “Guarantor”).  Each of
FSAM, FSA Capital Management, FSA Capital Markets and the Guarantor are
sometimes referred to herein individually as a “Party” and collectively
as the “Parties”.


 


WHEREAS, the Guarantor has issued the Financial
Guaranty Insurance Policies (collectively, the “Policies”) listed in
Schedule A;


 


WHEREAS, in connection with the issuance of the
Policies and certain amendments to those policies, certain of the Parties have
entered into the agreements listed in Schedule A (collectively, the “Related
Agreements”); and


 


WHEREAS,  in
connection with the reorganization of the business of Financial Security
Assurance Holdings Ltd. and certain of its affiliates, the Parties have each deemed
it to be in their best interests that the Policies and the Related Agreements
be terminated;


 


NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the Parties hereby agree as follows:


 


Article I


Release
and Termination


 


Section 1.1             Surrender of Policy.  The Parties agree that each of the Policies
are terminated, effective immediately. 
Each Party that it is a  “Holder”
or “Policyholder” under any of the Policies hereby surrenders such Policies to
the Guarantor, irrevocably releases and waives any and all rights it may have
under such Policies, and agrees to hold the Guarantor harmless against any
claims it (or any third party claiming rights through such Party) may make
under such Policies.  Each Party that it
is a  “Holder” or “Policyholder” under
any of the Policies agrees to return any original Policies provided to it to
the Guarantor promptly following the execution of this Agreement.


 


Section 1.2.         Termination of Related Agreements. 
The Parties hereby agree that each of the Related Agreements to which
they are party are terminated, effective immediately, and each Party
irrevocably releases and waives any and all rights it may have under the
Related Agreements and agrees to hold each other Party harmless against any
claims it (or any third party claiming rights through such Party) may make
thereunder.


 


Section 1.3             Payment
of Premiums.  FSAM agrees to pay to
the Guarantor the premium owed to the Guarantor under the Reimbursement
Agreement and the Premium Letter (as defined in Schedule A) in accordance with
the terms of such agreements for the portion of the 


 

















 


Payment Period (as defined therein) during which the
relevant Policies were outstanding.  The
Guarantor agrees that (a) FSAM shall not owe any premium to the Guarantor
with respect to any period from and after the date of this Agreement under (i) the
Reimbursement Agreement, (ii) the Premium Letter, or (iii) the
Amended and Restated Insurance and Indemnity Agreement dated as of October 21,
2008 between FSAM and the Guarantor; (b) FSA Capital Management shall not
owe any premium to the Guarantor with respect to any period from and after the
date of this Agreement under (i) the Reimbursement Agreement, (ii) the
Premium Letter, or (iii) the Insurance and Indemnity Agreement dated as of
October 29, 2001, as amended, between FSA Capital Management and the
Guarantor; and (c) FSA Capital Markets shall not owe any premium to the
Guarantor with respect to any period from and after the date of this Agreement
under (i) the Reimbursement Agreement, (ii) the Premium Letter, or (iii) the
Insurance and Indemnity Agreement dated as of October 29, 2001, as
amended, between FSA Capital Markets and the Guarantor.


 


Article II


Other
Provisions


 


Section 3.1. 
Entire Agreement.  This
Agreement contains, and is intended as, a complete statement of all of the
terms of the agreement among the Parties with respect to the matters provided
for herein.


 


Section 3.2 
Further Assurances.  The
Parties will from time to
time and at all times hereafter make, do, execute, or cause or procure to be
made, done and executed such further acts, deeds, conveyances, consents and
assurances without further consideration, which may reasonably be required to
effect the transactions contemplated by this Agreement.


 


Section 3.3 
Counterparts.  This
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
but one and the same agreement.  Delivery
of an executed counterpart of a signature page to this Agreement by email
or facsimile shall be effective as delivery of a manually executed counterpart
of this Agreement.


 


Section 3.4 Governing Law.  This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.


 


[Remainder of Page Intentionally Left Blank]


 


2

















 


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective authorized signatories as
of the date first
written above.


 


 


	
   

  	
  FSA ASSET
  MANAGEMENT LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Guy Cools

  
	
   

  	
  Name:

  	
  Guy
  Cools

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FSA CAPITAL MANAGEMENT SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Guy Cools

  
	
   

  	
  Name:

  	
  Guy
  Cools

  
	
   

  	
  Title

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FSA
  CAPITAL MARKETS SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Guy Cools

  
	
   

  	
  Name:

  	
  Guy
  Cools

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FINANCIAL
  SECURITY ASSURANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Robert P. Cochran

  
	
   

  	
  Name:

  	
  Robert
  P. Cochran

  
	
   

  	
  Title:

  	
  Chairman &
  CEO

  



 


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SCHEDULE A


 


Policies


 


1.     Policy No. 90002-A, dated
October 29, 2001.


 


2.     Policy No. 90002-B, dated
October 29, 2001.


 


3.     Policy No. 90002-C, dated
October 29, 2001.


 


4.     Policy No. 90002-D, dated
October 29, 2001.


 


5.     Policy
No. 91001-N et seq. as described in Schedule A to Endorsement No. 1
thereto, dated December 31, 2007, as amended on September 30, 2008
through the issuance by the Guarantor of Endorsement No. 2 thereto.


 


Related Agreements


 


1.    Reimbursement Agreement dated
December 31, 2007 (the “Reimbursement Agreement”).


 


2.    Agreement on Additional Obligations For
Policy No.91001-N et seq. dated September 30, 2008.


 


3.    Premium Letter dated
December 31, 2007 between FSAM and the Guarantor (the “Premium Letter”).


 


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