Successors and Assigns [a05-7642_2ex10d1.htm#a10_11_175719]
Section 10.12
Confidentiality [a05-7642_2ex10d1.htm#a10_12_175848]
(a) [a05-7642_2ex10d1.htm#Genera_182653]
General [a05-7642_2ex10d1.htm#Genera_182653]
(b) [a05-7642_2ex10d1.htm#SharingInformation_182658]
Sharing Information With Affiliates of the Banks
[a05-7642_2ex10d1.htm#SharingInformation_182658]
Section 10.13
Counterparts [a05-7642_2ex10d1.htm#a10_13_175905]
Section 10.14
Agent's or Bank's Consent [a05-7642_2ex10d1.htm#a10_14_175912]
Section 10.15
Exceptions [a05-7642_2ex10d1.htm#a10_15_175925]
Section 10.16
CONSENT TO FORUM; WAIVER OF JURY TRIAL
[a05-7642_2ex10d1.htm#a10_16_175951]
Section 10.17
Tax Withholding Clause [a05-7642_2ex10d1.htm#a10_17_180004]
Section 10.18
Joinder of Guarantors [a05-7642_2ex10d1.htm#a10_18_180014]
Section 10.19
Limited Recourse [a05-7642_2ex10d1.htm#a10_19_180044]
Section 10.20
Change of Lending Office [a05-7642_2ex10d1.htm#a10_20_180058]
Section 10.21
USA Patriot Act [a05-7642_2ex10d1.htm#a10_21_180107]
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.01(A)
-
PRICING GRID
SCHEDULE 1.01(B)
-
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.01(M)
-
MATERIAL SUBSIDIARIES
SCHEDULE 1.01(P)
-
EXISTING LIENS
SCHEDULE 5.01(b)
-
SUBSIDIARIES
SCHEDULE 5.01(h)
-
REINSURANCE COVERAGE
SCHEDULE 7.02(a)
-
EXISTING INDEBTEDNESS
EXHIBITS
EXHIBIT 1.01(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.01(B)
-
BID NOTE
EXHIBIT 1.01(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.01(G)(2)-1
-
GUARANTY AGREEMENT OF MATERIAL NON-AGC SUBSIDIARIES
EXHIBIT 1.01(G)(2)-2
-
GUARANTY AGREEMENT OF ASSURED GUARANTY CORP.
vi
EXHIBIT 1.01(G)(2)-3
-
GUARANTY AGREEMENT OF ASSURED GUARANTY LTD.
EXHIBIT 1.01(R)
-
REVOLVING CREDIT NOTE
EXHIBIT 2.05
-
REVOLVING CREDIT LOAN REQUEST
EXHIBIT 2.08(a)
-
BID LOAN REQUEST
EXHIBIT 2.12
-
LETTER OF CREDIT REQUEST
EXHIBIT 6.01(d)
-
OPINION(S) OF COUNSEL
EXHIBIT 7.03(c)
-
QUARTERLY COMPLIANCE CERTIFICATE
vii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of April 15, 2005, and is made by and among
ASSURED GUARANTY LTD., a company organized under the laws of Bermuda, ASSURED
GUARANTY CORP., a Maryland corporation, ASSURED GUARANTY (UK) LTD., a company
organized under the laws of England and Wales, ASSURED GUARANTY RE INTERNATIONAL
LTD., a company organized under the laws of Bermuda, ASSURED GUARANTY RE
OVERSEAS LTD.,
a company organized under the laws of Bermuda, the BANKS (as
hereinafter defined), and ABN AMRO BANK N.V., in its capacity as administrative
agent for the Banks under this Agreement and sole bookrunner.
W I T N E S S E T H :
WHEREAS, the Borrowers have requested the Banks to provide a three-year
revolving credit facility, including the issuance of letters of credit, to the
Borrowers in an aggregate principal amount not to exceed the Commitments of the
Banks; and
WHEREAS, such revolving credit facility shall be used for the general corporate
purposes of the Borrowers; and
WHEREAS, the Banks are willing to provide such credit upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth, hereby covenant and agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.01
Certain Definitions.
In addition to words and terms defined
elsewhere in this Agreement, the following words and terms shall have the
following meanings, respectively, unless the context hereof clearly requires
otherwise:
ABN AMRO Bank or ABN AMRO shall mean ABN AMRO Bank N.V., its successors and
assigns.
ACE shall mean ACE Limited, a Cayman Islands company.
Affiliate as to any Person shall mean any other Person (i) which directly or
indirectly controls, is controlled by, or is under common control