Exhibit 4.1


 


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. 04623A205


 


4,000,000 Quarterly Interest


Bond Securities (QUIBS),


$25 principal amount each


 


ASSURED GUARANTY MUNICIPAL
HOLDINGS INC.


 


67/8% Quarterly Interest Bond Security due 2101


 


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 December 15, 2101, 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 March 15,
June 15, September 15 and December 15 of each year commencing March 15,
2002, 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 Bond from the March 15,
June 15, September 15 or December 15, as the case may be, next
preceding the date of this Bond 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 Bond, or unless no interest has been paid on these Bonds, in which
case from December 19, 2001, 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 March 15, June 15, September 15 or December 15, then
this Bond shall bear interest from the next preceding March 15, June 15,
September 15 or December 15, to which interest has been paid or, if
no interest has been paid on these Bonds, from December 19, 2001. The
interest so payable on any March 15, June 15, September 15 or December 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 Bond is 


 

















 


registered
at the close of business on the last day of the month preceding such March 15,
June 15, September 15 or December 15.


 


Reference is made to the
further provisions of this Bond 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 Bond 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 Bonds 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 BOND


 


ASSURED GUARANTY MUNICIPAL HOLDINGS INC.


 


67/8% Quarterly Interest Bond Security due 2101


 


This Bond is one of a duly
authorized issue of debentures, notes, bonds or other evidences of indebtedness
of the Issuer (hereinafter called the “Bonds”) 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 Bonds. This Bond is issued in amendment,
restatement and replacement of (but not in extinguishment of) the Bond issued
by the Issuer dated December 19, 2001 (the “Original Bond”) and evidences
the same debt evidenced by the Original Bond. 
The Bonds 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 Bond is one of a series designated as the 67/8% Quarterly Interest Bond
Securities due 2101 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 67/8% Quarterly Interest Bond
Securities due 2101 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 Bonds 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
Bonds of each such series; provided, however, that no such
supplemental indenture shall (i) extend the final maturity of any Bond, 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 Bond so affected or (ii) reduce the
aforesaid percentage of Bonds, the consent of the Holders of which is required
for any such supplemental indenture, without the consent of the Holder of each
Bond affected. It is also provided in the Indenture that, with respect to
certain defaults or Events of Default regarding the Bonds of any series, prior
to any declaration 


 

















 


accelerating
the maturity of such Bonds, the Holders of a majority in aggregate principal
amount Outstanding of the Bonds of such series (or, in the case of certain
defaults or Events of Default, all or certain series of the Bonds) may on
behalf of the Holders of all the Bonds of such series (or all or certain series
of the Bonds, 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 Bonds. Any such consent or waiver by the Holder of this Bond
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Bond and any
Bonds which may be issued in exchange or substitution herefor, irrespective of
whether or not any notation thereof is made upon this Bond or such other Bonds.


 


No reference herein to the
Indenture and no provision of this Bond 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 Bond in the manner,
at the respective times, at the rate and in the coin or currency herein prescribed.


 


The Bonds 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 Bonds may be exchanged
for a like aggregate principal amount of Bonds of other authorized
denominations.


 


The Bonds 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 December 19, 2006 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 Bonds at
their last registered addresses, all as further provided in the Indenture, at
100% of the principal amount thereof.


 


The Bonds 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 Bonds at their last
registered addresses, all as further provided in the Indenture if on or after December 19,
2001, 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 Bonds 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 Bonds 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 


 


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have
the right to accelerate the stated maturity of the Bonds to the minimum extent
required so that interest on the Bonds will be deductible for U.S. federal
income tax purposes. In no event may the resulting maturity of the Bonds 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 Bonds will be
deductible for U.S. federal income tax purposes and the holders of Bonds 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 Bond at the office or agency of the Issuer in
the Borough of Manhattan, The City of New York, a new Bond or Bonds 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 Bond (whether or not
this Bond 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 Bond, 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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