SECURITIES, ANY FACT RELEVANT TO UNDERSTANDING THE FEDERAL TAX TREATMENT OF THE
SECURITIES, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) RELATING TO SUCH FEDERAL TAX TREATMENT OTHER THAN THE NAME OF ANY OF
THE PARTIES REFERENCED HEREIN OR INFORMATION THAT WOULD PERMIT IDENTIFICATION OF
ANY OF THE PARTIES REFERENCED HEREIN.
17
Please confirm, by signing and returning to us five (5) counterparts of this
Agreement, that you are acting on behalf of yourself and as Representatives of
the Initial Purchasers and that the foregoing correctly sets forth the Agreement
between the Company and each Initial Purchaser.
Very truly yours,
FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.
By:
/s/ Joseph W. Simon
Name:
Joseph W. Simon
Title:
Managing Director
By:
/s/ Bruce E. Stern
Name:
Bruce E. Stern
Title:
Secretary
CONFIRMED AND ACCEPTED,
as of the date first above mentioned:
/s/ Goldman, Sachs & Co.
(GOLDMAN, SACHS & CO.)
LEHMAN BROTHERS INC.
By:
/s/ John Jedlicki
Name:
John Jedlicki
Title:
Managing Director
For themselves and the other several initial Purchasers named in Schedule B
18
SCHEDULE A-1
Written Communications in addition to the Preliminary Offering Memorandum
forming part of the Pricing Disclosure Package:
Supplement to Preliminary Offering Memorandum dated November 15, 2006
Supplement to Preliminary Offering Memorandum dated November 16, 2006
Final Term Sheet dated November 17, 2006
SCHEDULE A-2
[Term Sheet]
SCHEDULE B
Initial Purchaser
Principal Amount of Securities
Goldman, Sachs & Co.
$
105,000,000
Lehman Brothers Inc.
105,000,000
JPMorgan Securities Inc.
30,000,000
UBS Securities LLC
30,000,000
Wachovia Capital Markets, LLC
30,000,000
Total
$
300,000,000
EXHIBIT A
FORM OF OPINION OF GENERAL COUNSEL OF FSA
TO BE DELIVERED PURSUANT TO
SECTION 5(a)
A.
THE COMPANY HAS BEEN DULY INCORPORATED AND
IS VALIDLY EXISTING AS A CORPORATION IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF NEW YORK, WITH POWER AND AUTHORITY (CORPORATE AND OTHER) TO OWN ITS
PROPERTIES AND CONDUCT ITS BUSINESS AS DESCRIBED IN THE OFFERING MEMORANDUM AND
PRICING DISCLOSURE PACKAGE.
B.
THE COMPANY HAS AN AUTHORIZED
CAPITALIZATION AS SET FORTH IN THE OFFERING MEMORANDUM AND PRICING DISCLOSURE
PACKAGE, AND ALL OF THE ISSUED SHARES OF CAPITAL STOCK OF THE COMPANY HAVE BEEN
DULY AND VALIDLY AUTHORIZED AND ISSUED AND ARE FULLY PAID AND NONASSESSABLE.
C.
THE COMPANY HAS BEEN DULY QUALIFIED AS A
FOREIGN CORPORATION FOR THE TRANSACTION OF BUSINESS AND IS IN GOOD STANDING
UNDER THE LAWS OF EACH OTHER JURISDICTION IN WHICH IT OWNS OR LEASES PROPERTIES
OR CONDUCTS ANY BUSINESS SO AS TO REQUIRE SUCH QUALIFICATION OR IS SUBJECT TO NO
MATERIAL LIABILITY OR DISABILITY BY REASON OF THE FAILURE TO BE SO QUALIFIED IN
ANY SUCH JURISDICTION (SUCH COUNSEL BEING ENTITLED TO RELY IN RESPECT OF THE
OPINION IN THIS CLAUSE UPON OPINIONS OF LOCAL COUNSEL AND IN RESPECT OF MATTERS
OF FACT UPON CERTIFICATES OF OFFICERS OF THE COMPANY, PROVIDED THAT SUCH COUNSEL
SHALL STATE THAT HE BELIEVES THAT BOTH YOU AND HE ARE JUSTIFIED IN RELYING UPON
SUCH OPINIONS AND CERTIFICATES).
D.
EACH