Exhibit 4.3


 


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. 04623A403

  	
   

  	
  4,000,000 Notes 

  $25 principal amount each

  



 


ASSURED GUARANTY MUNICIPAL
HOLDINGS INC.


 


5.60% Note due July 15, 2103


 


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 One Hundred Million
Dollars on July 15, 2103, 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 January 15, April 15,
July 15 and October 15 of each year, commencing October 15,
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 January 15,
April 15, July 15 or October 15, 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 July 31, 2003, 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 January 15, April 15, July 15 or October 15, then this
Note shall bear interest from the next preceding January 15, April 15,
July 15 or October 15, to which interest has been paid or, if no
interest has been paid on these Notes, from July 31, 2003.  The interest so payable on any January 15,
April 15, July 15 or October 15, 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 January 15, April 15, July 15 or October 15.


 

















 


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.


 


2

















 


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

  



 


3

















 


REVERSE OF NOTE


 


ASSURED GUARANTY MUNICIPAL HOLDINGS INC.


 


5.60% Note due July 15, 2103


 


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 July 31, 2003 (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 5.60% Notes due July 15,
2103 of the Issuer, initially limited in aggregate principal amount to
$100,000,000.


 


In case an Event of Default, as defined in
the Indenture, with respect to the 5.60% Notes due July 15, 2103 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 July 31, 2008 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 July 31,
2003 a change in the U.S. tax laws results in a substantial possibility 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 


 


2

















 


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.


 


3