Exhibit 10.2


 


SECOND AMENDMENT TO
INVESTMENT AGREEMENT


 


This
second amendment to investment agreement is entered into as of June 10,
2009 (this “Second Amendment”), between Assured Guaranty Ltd., a Bermuda
company (the “Company”), and WLR Recovery Fund IV, L.P., a Delaware
limited partnership (the “Investor”).


 


WHEREAS,
the Company and the Investor have previously entered into an investment
agreement, dated as of February 28, 2008 (the “Investment Agreement”).


 


WHEREAS,
the Company and the Investor have previously entered into an amendment to
investment agreement, dated as of November 13, 2008 (the “First Amendment”),
amending the Investment Agreement. Capitalized terms used herein without
definition shall have the respective meanings given such terms in, or
referenced in, the First Amendment.


 


WHEREAS,
the Company has previously entered into that certain purchase agreement (the “Purchase
Agreement”), dated as of November 14, 2008, with Dexia Holdings, Inc.,
a Delaware corporation (“Seller”) and Dexia Credit Local S.A., a French share
company licensed as a bank under French law (“Seller’s Parent”).


 


WHEREAS,
the Company, Seller and Seller’s Parent have executed an acknowledgment and
amendment, dated as of June 9, 2009 (the “Purchase Agreement Amendment”),
to the Purchase Agreement.


 


WHEREAS,
the Company and Investor desire amend the First Amendment as provided in this
Second Amendment;


 


NOW,
THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto hereby agree as follows:


 


1.                                       Amendment
of First Amendment.


 


(a)                                  From and after
the date of this Second Amendment, all references in the First Amendment to the
“FSA Purchase Agreement” shall refer to the Purchase Agreement as amended by
the Purchase Agreement Amendment.


 


(b)                                 Section 1(a) of
the First Amendment is hereby amended by adding the following as a new final
sentence to such section:


 


Subject to the satisfaction or waiver of the conditions set forth in Section 2.5
of the Investment Agreement, as amended hereby, the closing of the purchase of
the FSA Subsequent Shares shall occur on the sixth business day after
satisfaction or waiver (by the party entitled to grant such waiver) of the
conditions set forth in Section 2.5 of the Investment Agreement, as
amended hereby (other than those conditions that by their nature are to be
satisfied at such closing, but subject to fulfillment of those conditions), at
the offices of Mayer Brown LLP located at 1675 Broadway, New York, New York
10019 or such other location as agreed by the parties.


 

















 


(c)                                  Section 2(d) of
the First Amendment is hereby amended by adding the following as a new
paragraph (vii):


 


Notwithstanding
the foregoing, if the applicable Pre-Emptive Sale is a public offering, the
Offer shall be delivered on the date of the commencement of the public offering
and state (i) the number of shares to be publicly offered (which number of
shares may be increased at the sole discretion of the Company) and (ii) that
the Company has directed that the managing underwriters of such public offering
allocate to the Investor the greater (the “Maximum Number of Pre-Emptive Shares”)
of (1) 25% of the shares offered in such public offering and (2) a
number of shares derived by dividing $150,000,000 by the public offering price
in such public offering, provided that if the managing underwriter determines
that such level of allocation would be detrimental to such public offering,
such allocation will be reduced to the level recommended by such managing
underwriter but in no event to below 25% of the shares offered in such public
offering.  If the applicable Pre-Emptive
Sale is a public offering, the Offer shall remain open until the pricing of
such offering.  The Investor shall accept
such Offer by placing an order, upon standard terms, with the managing underwriters
of the public offering for a number of Pre-Emptive Shares up to the Maximum
Number of Pre-Emptive Shares.  The
Company’s obligations under this paragraph (d) shall be satisfied by
arranging for the Investor to be allocated a number of shares in the public
offering equal to the Maximum Number of Pre-Emptive Shares.


 


3.                                       Relationship
to Amendment.    On and after the date of
this Second Amendment, each reference in the Investment Agreement to “this
Agreement,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to
the Investment Agreement as amended by the First Amendment and Second
Amendment.  Except as specifically
amended above, the Investment Agreement, as amended by the First Amendment,
shall remain in full force and effect and is hereby ratified and
confirmed.  The execution and delivery of
this Second Amendment shall not operate as a waiver of any right, power or
remedy of any party to the Investment Agreement.


 


4.                                       Miscellaneous.


 


(a)                                  Counterparts
and Facsimile.    For the convenience of the
parties hereto, this Second Amendment may be executed in any number of separate
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts will together constitute the same agreement. Executed
signature pages to this Second Amendment may be delivered by facsimile and
such facsimiles will be deemed as sufficient as if actual signature pages had
been delivered.


 


(b)                                 Governing
Law.    This Second Amendment 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 entirely within such State.


 


[Signature Page Follows]


 


2

















 


IN
WITNESS WHEREOF, this Second Amendment has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first herein
above written.


 


	
   

  	
  ASSURED
  GUARANTY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  James. M. Michener

  
	
   

  	
   

  	
  Title:
  General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
  WLR
  RECOVERY FUND IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:
  WLR Recovery Associates IV LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:
  WL Ross Group, L.P., its managing
  member

  
	
   

  	
   

  
	
   

  	
  By:
  El Vedado, LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Wilbur L. Ross, Jr.

  
	
   

  	
   

  	
  Title:
  Managing Member

  



 


Signature page to Second
Amendment


 


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