Exhibit 10.1.2
EXECUTION COPY
AMENDMENT NO. 2 TO
TRANSITION AGREEMENT
AMENDMENT NO. 2 dated as of August
5, 2008 (this “ Amendment No. 2 ”) among XL
Capital Ltd., a Cayman Islands company (“ XL Capital
”), XL Insurance (Bermuda) Ltd, a Bermuda company (“
XLI ”), X.L. America, Inc., a Delaware corporation
(“ XLA ”), and Syncora Holdings Ltd (formerly
known as Security Capital Assurance Ltd), a Bermuda company
(“ SCA ” and collectively with XL Capital, XLI,
and XLA, the “ Parties ”).
WHEREAS, on August 4, 2006, the
Parties entered into a certain transition agreement, as amended on
May 3, 2007 (the “ Transition Agreement ”);
and
WHEREAS, the Parties have entered
into that certain Master Commutation, Release and Restructuring
Agreement dated as of July 28, 2008 (the “ Master
Restructuring Agreement ”) among SCA, Syncora Guarantee
Inc. (formerly known as XL Capital Assurance Inc.), Syncora
Guarantee Re Ltd. (formerly known as XL Financial Assurance Ltd),
XL Financial Administrative Services Inc., SCA Bermuda
Administrative Ltd., XL Capital Assurance (U.K.) Limited and those
Portfolio Trusts a party thereto, XL Capital, XLI, XL Reinsurance
America Inc., X.L. Global Services Inc., XL Services (Bermuda)
Limited and XLA and the consenting counterparties party thereto,
pursuant to which the Parties have agreed to amend the Transition
Agreement.
NOW, THEREFORE, in consideration
of the premises and the covenants and agreements contained herein
and in the Master Restructuring Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the
Parties agree as follows:
Section 1. Definitions .
Capitalized terms not otherwise defined in this Amendment No. 1
shall have the meanings ascribed to them in the Transition
Agreement.
Section 2. Amendments .
Articles III, VII, and IX of the Transition Agreement are hereby
amended as follows:
2.1 The second and third
paragraphs of Section 3.3 shall be stricken and deleted in their
entirety, including any other references to such paragraphs of such
section as it appears in the Transition Agreement.
2.2 Section 7.1 of the Transition
Agreement shall be stricken and deleted in its entirety, including
any other references to such section as it appears in the
Transition Agreement.
2.3 The second sentence of Section
7.5(b) and the se
