Exhibit 4.2


 


This is a Registered Global
Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of a depositary or a nominee thereof. This security may
not be exchanged in whole or in part for a note registered, and no transfer of
this security in whole or in part may be registered, in the name of any person
other than such depositary or a nominee thereof, except in the limited
circumstances described in the Indenture. Unless this certificate is presented
by an authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to Assured Guaranty Municipal Holdings Inc. or its agent
for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


 


	
  No. 1 

  Cusip No. 04623A304

  	
   

  	
  9,200,000
  Notes

  $25
  principal amount each

  



 


ASSURED GUARANTY MUNICIPAL
HOLDINGS INC.


 


6.25% Note due 2102


 


Assured
Guaranty Municipal Holdings Inc., formerly known as Financial Security
Assurance Holdings Ltd., a New York corporation (the “Issuer”), for value
received, hereby promises to pay to Cede & Co. or registered assigns,
at the office or agency of the Issuer in the Borough of Manhattan, the City of
New York, the principal sum of Two Hundred Thirty Million Dollars on November 1,
2102, in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts,
and to pay interest, quarterly on February 1, May 1, August 1
and November 1 of each year, commencing February 1, 2003, on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum specified in the title of this Note from the February 1, May 1,
August 1 or November 1, as the case may be, next preceding the date
of this Note to which interest has been paid, unless the date hereof is a date
to which interest has been paid, in which case from the date of this Note, or
unless no interest has been paid on these Notes, in which case from November 26,
2002, until payment of said principal sum has been made or duly provided for; provided,
that payment of interest may be made at the option of the Issuer by check
mailed to the address of the person entitled thereto as such address shall
appear on the security register and provided further, that if the Issuer
shall default in the payment of interest due on such February 1, May 1,
August 1 or November 1, then this Note shall bear interest from the
next preceding February 1, May 1, August 1 or November 1,
to which interest has been paid or, if no interest has been paid on these
Notes, from November 26, 2002. The interest so payable on any February 1,
May 1, August 1 or November 1 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid
to the person in whose name this Note is registered at the close of business 15
calendar days preceding such February 1, May 1, August 1 or November 1.


 

















 


Reference
is made to the further provisions of this Note set forth on the reverse hereof.
Such further provisions shall for all purposes have the same effect as though
fully set forth at this place.


 


This
Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.


 


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IN
WITNESS WHEREOF, Assured Guaranty Municipal Holdings Inc. has caused this
instrument to be signed by facsimile by its duly authorized officers and has
caused a facsimile of its corporate seal to be affixed hereunto or imprinted
hereon.


 


Dated: April 19,
2010


 


	
   

  	
  ASSURED
  GUARANTY MUNICIPAL HOLDINGS INC.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Dominic J. Frederico

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Dominic
  J. Frederico

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman,
  President and Chief Executive Officer

  
	
  [Corporate
  Seal]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  James M. Michener

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  James
  M. Michener

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Secretary

  



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Notes of the series designated therein referred to in the
within-mentioned Indenture.


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as successor to Wachovia Bank, National Association,
  as successor by merger to First Union National Bank, as Trustee,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Katherine Esber

  
	
   

  	
   

  	
   

  	
  Authorized
  Officer

  



 


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REVERSE OF NOTE 



ASSURED GUARANTY MUNICIPAL HOLDINGS INC. 



6.25% Note due 2102


 


This
Note is one of a duly authorized issue of debentures, notes, bonds or other
evidences of indebtedness of the Issuer (hereinafter called the “Notes”) of the
series hereinafter specified, all issued or to be issued under and pursuant to
the Amended and Restated Trust Indenture dated as of February 24, 1999, as
supplemented by a Supplemental Indenture, dated as of August 26, 2009
(herein collectively called the “Indenture”), duly executed and delivered by
the Issuer to U.S. Bank National Association, as successor to Wachovia Bank,
National Association, as successor by merger to First Union National Bank, as
Trustee (herein called the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the Holders of the Notes. This Note is issued in
amendment, restatement and replacement of (but not in extinguishment of) the
Note issued by the Issuer dated November 26, 2002 (the “Original Note”)
and evidences the same debt evidenced by the Original Note.  The Notes may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as in the Indenture provided. This Note is one of a series
designated as the 6.25% Notes due 2102 of the Issuer, initially limited in
aggregate principal amount to $230,000,000.


 


In
case an Event of Default, as defined in the Indenture, with respect to the
6.25% Notes due 2102 shall have occurred and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.


 


The
Indenture contains provisions permitting the Issuer and the Trustee, (a) without
the consent of the Holders, to execute certain supplemental indentures and (b) with
the consent of the Holders of more than 50% in aggregate principal amount of
the Notes at the time Outstanding (as defined in the Indenture) of all series
to be affected (voting as one class), evidenced as in the Indenture provided,
to execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Notes of each such series; provided, however, that no such
supplemental indenture shall (i) extend the final maturity of any Note, or
reduce the principal amount thereof or any premium thereon, or reduce the rate
or extend the time of payment of any interest thereon, or impair or affect the
rights of any Holder to institute suit for the payment thereof, without the
consent of the Holder of each Note so affected or (ii) reduce the
aforesaid percentage of Notes, the consent of the Holders of which is required
for any such supplemental indenture, without the consent of the Holder of each
Note affected. It is also provided in the Indenture that, with respect to
certain defaults or Events of Default regarding the Notes of any series, prior
to any declaration accelerating the maturity of such Notes, the Holders of a
majority in aggregate principal amount Outstanding of the Notes of such series
(or, in the case of certain defaults or Events of Default, all or certain 


 

















 


series of the Notes) may on behalf of the Holders of all the Notes of
such series (or all or certain series of the Notes, as the case may be) waive
any such past default or Event of Default and its consequences. The preceding
sentence shall not, however, apply to a default in the payment of the principal
of or premium, if any, or interest on any of the Notes. Any such consent or
waiver by the Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders
and owners of this Note and any Notes which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is
made upon this Note or such other Notes.


 


No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Note in the manner, at the respective times, at the rate and in the coin or
currency herein prescribed.


 


The
Notes are issuable in registered form without coupons in denominations of $25
and any multiple of $25 at the office or agency of the Issuer in the Borough of
Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge Notes may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations.


 


The
Notes may be redeemed at the option of the Issuer without premium or penalty,
as a whole, or from time to time in part, on any date on or after November 26,
2007 and prior to maturity, upon mailing a notice of such redemption not less
than 20 nor more than 60 days prior to the date fixed for redemption to the
Holders of Notes at their last registered addresses, all as further provided in
the Indenture, at 100% of the principal amount thereof.


 


The
Notes may be redeemed in whole but not in part, at any time, at the option of
the Issuer without premium or penalty at a redemption price of 100% of their
principal amount, plus accrued and unpaid interest up to but not including the
redemption date, upon a mailing of a notice of such redemption not less than 20
nor more than 60 days prior to the date fixed for redemption to the Holders of
Notes at their last registered addresses, all as further provided in the
Indenture if on or after November 26, 2002, a change in the U.S. tax laws
results in a substantial likelihood that the Internal Revenue Service (“IRS”)
would take the position that the Issuer will not be able to deduct the full
amount of interest accrued on the Notes for U.S. federal income tax purposes.


 


A
change in the U.S. tax laws includes any actual or proposed change in or
amendment to the laws of the U.S. or regulations or rulings promulgated under
those laws; any change in the way those laws, rulings or regulations are
interpreted, applied or enforced; any action taken by a taxing authority; any court
decision, whether or not in a proceeding involving the Issuer; or any technical
advice memorandum, letter ruling or administrative pronouncement issued by the
U.S. Internal Revenue Service.


 


If
interest on the Notes is not, or within 90 days of an opinion of counsel will
not be, deductible in whole or in part by the Issuer for U.S. federal income
tax purposes, the Issuer will have the right to accelerate the stated maturity
of the Notes to the minimum extent required so that interest on the Notes will be
deductible for U.S. federal income tax purposes. In no event 


 


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may the resulting maturity of the Notes be less than 15 years from the
date of the original issuance, however.


 


The
Issuer may only accelerate the stated maturity if the Issuer has received an
opinion of nationally recognized independent counsel experienced in such
matters to the effect that after the acceleration, interest paid on the Notes
will be deductible for U.S. federal income tax purposes and the holders of
Notes will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of the acceleration.


 


Upon
due presentment for registration of transfer of this Note at the office or
agency of the Issuer in the Borough of Manhattan, The City of New York, a new
Note or Notes of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.


 


The
Issuer, the Trustee and any authorized agent of the Issuer or the Trustee may
deem and treat the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment of or
on account of, the principal hereof and premium, if any, and, subject to the
provisions on the face hereof, interest hereon, and for all other purposes, and
neither the Issuer nor the Trustee nor any authorized agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.


 


No
recourse under or upon any obligation, covenant or agreement of the Issuer in
the Indenture or any indenture supplemental thereto or in any Note, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, of the Issuer or
of any successor corporation, either directly or through the Issuer or any
successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.


 


Terms
used herein which are defined in the Indenture shall have the respective
meanings assigned thereto in the Indenture.


 


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