AMENDMENT NO. 1 TO TAX SHARING AGREEMENT
Exhibit 10.3
AMENDMENT NO. 1 TO TAX SHARING AGREEMENT
Amendment No. 1 to Tax Sharing Agreement, effective as of October 1, 1997 (“Amendment No. 1”) by and among Ambac Financial Group, Inc. (formerly known as AMBAC Inc.) (“Ambac”), Ambac Assurance Corporation (formerly known as AMBAC Indemnity Corporation) (“AAC”), American Municipal Bond Holding Company (“AMBH”) and each of the subsidiaries or affiliates of Ambac listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each, individually, a “Subsidiary” and, collectively, the “Subsidiaries”).
WHEREAS, Ambac, AAC, AMBH and HCIA entered into a Tax Sharing Agreement as of July 18, 1991 (the “Agreement”) which set forth a method to allocate and settle among them the consolidated Federal income tax liability of Ambac; and
WHEREAS, Section 10 of the Agreement provides that Ambac shall cause each future Member of the Group (as such terms are defined in the Agreement) to assent to the terms of the Agreement and that each Member assents to each new Member becoming a party to the Agreement; and
WHEREAS, subsequent to the effective date of the Agreement several entities have become Members of the Group; and
WHEREAS, the new Members of the Group wish to become signatories to the Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Members of the Group. Exhibit A attached to this Amendment No. 1 and made a part of the Agreement contains a list of each Member of the Group.
2. Binding Effect. Each new Member of the Group consents to the terms of the Agreement and this Amendment No. 1 and guarantees the performance of the agreements contained herein and therein. Each Member who was a Member of the Group prior to the effective date of this Amendment No. 1 hereby assents to each new Member becoming a party to this Agreement.
3. Counterparts. This Amendment No. 1 may be executed in more than one counterpart, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same Amendment No. 1.
4. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given upon delivery if delivered by hand (against receipt), or as of the date of delivery shown on the receipt if mailed at a post office in the United States by registered or certified mail, postage prepaid, return receipt requested, or as of the date of acknowledgment if transmitted by telex, rapifax or other telecommunication equipment, in any case addressed to the party listed on Exhibit B, or at such other address or to the attention of such other person as such party shall have designated to the other party hereto in a written notice.
5. Agreement to Remain in Full Force and Effect. All other terms, conditions and provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.
| Ambac Assurance Corporation | ||
| By: | [ILLEGIBLE] | |
| Title: | Assistant Treasurer | |
| Ambac Financial Group, Inc. | ||
| By: | [ILLEGIBLE] | |
| Title: | First Vice President | |
| Ambac Capital Corporation | ||
| By: | [ILLEGIBLE] | |
| Title: | Controller and Assistant Treasurer | |
| Ambac Capital Management, Inc. | ||
| By: | [ILLEGIBLE] | |
| Title: | Treasurer | |
| Ambac Financial Services Holdings, Inc. | ||
| By: | [ILLEGIBLE] | |
| Title: | Assistant Treasurer and Assistant Controller | |
| Cadre Securities, Inc. | ||
| By: | [ILLEGIBLE] | |
| Title: | Assistant Treasurer | |
| Ambac Asset Funding Corporation | ||
| By: | [ILLEGIBLE] | |
| Title: | Controller | |
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| Ambac Connect, Inc. | ||
| By: | [ILLEGIBLE] | |
| Title: | Controller and Treasurer | |
| Ambac Capital Funding, Inc. | ||
| By: | [ILLEGIBLE] | |
| Title: | Treasurer | |
| Ambac Investments Inc. | ||
| By: | [ILLEGIBLE] | |
| Title: | Treasurer and Assistant Controller | |
| Cadre Financial Services, Inc. | ||
| By: | [ILLEGIBLE] | |
| Title: | Treasurer | |
| American Municipal Bond Holding Company | ||
| By: | [ILLEGIBLE] | |
| Title: | President and Treasurer | |
| Ambac Financial Services, Limited Partnership | ||
| By: | [ILLEGIBLE] | |
| Title: | Assistant Treasurer and Assistant Controller | |
| Ambac Financial Products, Inc. | ||
| By: | [ILLEGIBLE] | |
| Title: | Controller | |
| Construction Loan Insurance Corporation | ||
| By: | [ILLEGIBLE] | |
| Title: | President | |
3
| Connie Lee Insurance Company | ||
| By: | [ILLEGIBLE] | |
| Title: | Senior Vice President | |
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EXHIBIT A
SUBSIDIARIES
Ambac Financial Group, Inc.
Ambac Capital Corporation
Ambac Capital Management, Inc.
Ambac Financial Services Holdings, Inc.
Cadre Securities, Inc.
Ambac Asset Funding Corporation
Ambac Connect, Inc.
Ambac Capital Funding, Inc.
Ambac Investments Inc.
Cadre Financial Services, Inc.
American Municipal Bond Holding Company
Ambac Financial Services, Limited Partnership
Ambac Financial Products, Inc.
Construction Loan Insurance Corporation
Connie Lee Insurance Company
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EXHIBIT B
NOTICES
Ambac Assurance Corporation.
One State Street Plaza
New York, New York 10004
Attention: Graham Nelson
Telephone: (212) 208-3504
Facsimile: (212) 208-3428
Ambac Financial Group, Inc.
One State Street Plaza
New York, New York 10004
Attention: Thomas Gandolfo
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Ambac Capital Corporation
One State Street Plaza
New York, New York 10004
Attention: Peter Poillon
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Ambac Capital Management, Inc.
One State Street Plaza
New York, New York 10004
Attention: Peter Poillon
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Ambac Financial Services Holdings, Inc.
One State Street Plaza
New York, New York 10004
Attention: Richard Alger
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Cadre Securities, Inc.
905 Marconi Avenue
Ronkonkoma, New York 11779
Attention: Peter Poillon
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Ambac Asset Funding Corporation
One State Street Plaza
New York, New York 10004
Attention: Peter Poillon
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
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Ambac Connect, Inc.
9130 Jollyville Road
Suite 355
Austin, Texas 78759
Attention: Peter Poillon
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Ambac Capital Funding, Inc.
One State Street Plaza
New York, New York 10004
Attention: Peter Poillon
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Ambac Investments Inc.
One State Street Plaza
New York, New York 10004
Attention: Peter Poillon
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Cadre Financial Services, Inc..
905 Marconi Avenue
Ronkonkoma, New York 11779
Attention: Peter Poillon
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
American Municipal Bond Holding Company
One State Street Plaza
New York, New York 10004
Attention: Frank Bivona
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Ambac Financial Services, Limited Partnership
One State Street Plaza
New York, New York 10004
Attention: Richard Alger
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Ambac Financial Products, Inc.
One State Street Plaza
New York, New York 10004
Attention: Richard Alger
Telephone: (212) ###-###-####
Facsimile: (212) ###-###-####
Construction Loan Insurance Corporation
1299 Pennsylvania Avenue, N.W., Suite 800
Washington, D.C. 20004-2400
Attention: Secretary
Telephone: (202) ###-###-####
Facsimile: (202) ###-###-####
7
Connie Lee Insurance Company
1299 Pennsylvania Avenue, N.W., Suite 800
Washington, D.C. 20004-2400
Attention: Secretary
Telephone: (202) ###-###-####
Facsimile: (202) ###-###-####
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