Exhibit 1.02
EXECUTION COPY
AMBAC FINANCIAL GROUP, INC.
(a Delaware corporation)
TERMS AGREEMENT
November 29, 2005
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To:
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Ambac Financial
Group, Inc.
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One State Street Plaza
New York, New York 10004
Ladies and Gentlemen:
We understand that Ambac Financial
Group, Inc., a Delaware corporation (the “Company”),
proposes to issue and sell up to $400,000,000 aggregate principal
amount of its Senior Debt Securities (such securities being
hereinafter referred to as the “Underwritten
Securities”). Subject to the terms and conditions set forth
or incorporated by reference herein, the underwriters named below
(the “Underwriters”) offer to purchase, severally and
not jointly, the principal amount of Underwritten Securities set
forth opposite their names below at the purchase price set forth
below.
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Underwriter
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Principal Amount
of Underwritten Securities
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Citigroup Global Markets Inc.
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$
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131,920,000
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Goldman, Sachs & Co.
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118,600,000
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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118,600,000
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HSBC Securities (USA) Inc.
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12,040,000
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KeyBanc Capital Markets, A Division of McDonald
Investments Inc.
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12,040,000
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Keefe, Bruyette & Woods,
Inc.
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6,800,000
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Total
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$
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400,000,000
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The Underwritten Securities shall
have the following terms:
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Title:
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5.95% Debt
Securities Due December 5, 2035
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Rank:
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Unsecured
senior indebtedness
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Ratings:
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“Aa2” by Moody’s Investor
Services, Inc.
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“AA” by Standard & Poors Rating
Services
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Aggregate principal amount:
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$400,000,000
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Denominations:
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$1,000 and
integral multiples in excess thereof
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Currency of payment:
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United States
dollars
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Interest rate or formula:
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5.95% per
annum, payable semi-annually in arrears
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Interest payment dates:
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June 5 and
December 5 of each year, commencing June 5, 2006
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Regular record d
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