E-1
EXHIBIT F
FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM TEMPORARY REGULATION S GLOBAL
NOTE TO RESTRICTED GLOBAL NOTE
F-1
EXHIBIT G
FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP
G-1
EXHIBIT H
FORM OF RULE 144 CERTIFICATE
H-1
iii
Index of Defined Terms
Defined Term
Section
"Act"
1(b)(i) "Affiliate"
11(d) "Agent Members"
1(c) "Applicable
Procedures"
6(c)(ii) "Authorized Officers"
1(b)(ii) "Certificate of
Beneficial Ownership"
1(b)(ii)(B) "Certificated Note"
5(a) "Clearstream
Banking"
1(b)(ii)(A) "Commissioner"
4(a) "Corporate Trust Office"
2
"Euroclear"
1(b)(ii)(A) "Exchange Act"
5(a) "Fiscal Agent"
2 "Global
Notes"
1(c) "Institutional Accredited Investor"
1(b)(i) "Issuer"
Preamble "Legend"
6(g) "Notes"
1(a) "Outstanding"
11(d) "Paying Agent"
2 "Payment Restrictions"
1(a) "Permanent Regulation S Global Note"
1(b)(ii)(A) "Person"
11(d) "registered holders"
4(a) "Regulation S"
1(b)(ii)(A) "Restricted Certificated Notes"
6(b) "Restricted Global Notes"
1(b)(i) "Restricted Notes"
6(g) "Restricted Period"
1(b)(ii)(A)
iv
Index of Defined Terms
(continued)
Defined Term
Section
"Rule 144A"
6(b)(i)(2)
"Rule 144A Information"
8
"Scheduled Maturity Date"
1(a)
"Settlement Agreement"
1(b)
"Temporary Regulation S Global Note"
1(b)(ii)(A)
"Transfer Agent"
2
"U.S. Depositary"
1(b)(i)
"USA Patriot Act"
20
v
FISCAL AGENCY AGREEMENT (this "Agreement"), dated as of June 7, 2010, between
AMBAC ASSURANCE CORPORATION, a Wisconsin-domiciled insurance corporation (and
any successor in interest thereto, the "Issuer"), and THE BANK OF NEW YORK
MELLON, a New York banking corporation, as Fiscal Agent (as defined herein). The
Exhibits attached hereto shall be deemed to be a part of this Agreement.
1. The Notes.
(a) General. The aggregate principal amount of 5.1% Surplus Notes of the Issuer
(the "Notes") that may be authenticated and delivered under this Agreement is
$2,000,000,000.00. Claims based upon the Notes will rank below all Indebtedness,
Policy Claims and Prior Claims (each as defined in the Notes). The payment by
the Issuer of principal and interest on the Notes shall be conditioned upon the
payment restrictions set forth in paragraphs 4 and 10 of the Notes (the "Payment
Restrictions"). The Notes are scheduled to mature on June 7, 2020 (the
"Scheduled Maturity Date"). Any reference herein to the term "scheduled maturity
date" or other date for the payment of principal of the Notes shall include
(i) the date, if any, fixed for redemption in accordance with paragraph 15 of
the Notes and (ii) the date upon which any state or federal agency obtains an
order or grants approval for the rehabilitation, liquidation, conservation or
dissolution of the Issuer.
(b) Forms of Notes. The Notes are being issued by the Issuer pursuant to the
Settlement Agreement, dated as of June 7, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, in each case in accordance
with the terms thereof, the "Settlement Agreement"), by and among the Issuer,
Ambac Credit Products, LLC, Ambac Financial Group, Inc. and the parties listed
on Schedule A thereto.
(i) Notes offered and sold pursuant to the Settlement Agreement to
"institutional accredited investors" (each, an "Institutional Accredited
Investor") within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933, as amended (the