FIRST AMENDMENT TO AMENDED AND RESTATED STRIP COVERAGE LIQUIDITY AND SECURTIY AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED STRIP COVERAGE LIQUIDITY AND SECURITY AGREEMENT (this “Amendment”) dated as of June 30, 2014 (the “Amendment Effective Date”), is entered into between ASSURED GUARANTY MUNICIPAL CORP. (f/k/a Financial Security Assurance Inc.), a New York corporation (“FSA” or the “Borrower”), and DEXIA CRÉDIT LOCAL S.A., a French share company licensed as a bank under French law, acting through its New York branch (“DCL” or the “Lender”).

WHEREAS, the Borrower and the Lender are party to an Amended and Restated Strip Coverage Liquidity and Security Agreement dated as of July 1, 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), pursuant to which the Borrower has requested the Lender, and the Lender has agreed, to extend credit to the Borrower, subject to the terms and conditions thereof; and

WHEREAS, the Borrower and the Lender desire to implement certain amendments to the Credit Agreement including, among others¸ to (i) eliminate certain mandatory reductions of the Commitment, (ii) advance the Commitment Termination Date and (iii) reduce (during certain periods) the Commitment Commission Percentage, each subject to the terms and conditions of this Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions. Unless otherwise specifically defined herein, each capitalized term shall have the meaning given to such term in the Credit Agreement. Unless otherwise indicated, any reference to a “section” is a reference to a section in the Credit Agreement.

2.    Ratification. Except as amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. On and after the effectiveness hereof, any reference to the Credit Agreement (or any schedule or exhibit thereto) in any document related to the Credit Agreement (including, without limitation, the Note) shall mean the Credit Agreement (or any schedule or exhibit thereto), as amended hereby and as it may be further amended from time to time.

3.    Reduction of the Commitment Amount. Notwithstanding the five Business Days’ notice and minimum dollar requirements of Section 3.02 of the Credit Agreement, the Borrower hereby requests, and the Lender hereby agrees, that, as of July 1, 2014, the Commitment Amount shall be reduced to $495,000,000 in accordance with Section 3.02 of the Credit Agreement.

4.    Amendment to the Credit Agreement. The Credit Agreement is hereby amended as follows:

(a)    Section 1.01 is hereby further amended by deleting the definition of “Commitment Termination Date” in its entirety and replacing it with the following:

‘“Commitment Termination Date’ shall mean the earliest of (a) the date a Borrower Change of Control occurs, (b) the date the Commitment Amount is reduced to zero in accordance with Section 3.02 or 10 and (c) June 30, 2024.”

(b)    Section 1.01 is hereby further amended by adding the following definition of “Consolidated Net Worth Deficiency” in appropriate alphabetical order:

‘“Consolidated Net Worth Deficiency’ shall mean that the Borrower’s Consolidated Net Worth as of the fifth anniversary of the Financial Cutoff Date is less than the sum of (a) the Base Consolidated Net Worth plus (b) the Supplemental Consolidated Net Worth Amount as of the Initial Supplemental Calculation Date.”

(c)    Section 2.01 is hereby amended by deleting the first and second sentences thereof in their entirety and replacing them with the following:

“Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to, but excluding, the Commitment Termination Date, upon request of the Borrower, to make loans in Dollars to the Borrower to finance payment of Strip Policy Claims (any such loan made in Dollars by the Lender to the Borrower with respect to a Strip Policy Claim, a “Loan” and all Loans made by the Lender, the “Loans”), which Loans are to be repaid and may be prepaid in accordance with the provisions hereof; provided that the aggregate principal amount of Loans outstanding under this Agreement as of any date shall at no time exceed the Commitment Amount as of such date and shall be subject to the limitation set forth in the following sentence, and no individual Borrowing shall exceed that amount stated in the notice of claim delivered to the Borrower under the related Strip Policy (the “Notice of Claim”). Notwithstanding anything to the contrary contained herein, amounts borrowed under this Section 2.01 may not be reborrowed.”

(d)    Section 3.01(a) is hereby amended by deleting the third sentence thereof in its entirety and replacing it with the following:

“For purposes hereof, the “Commitment Commission Percentage” shall mean either (a) during any period when the Borrower’s Ratings are not below Baa2 by Moody’s, not below BBB by S&P and not below BBB by Fitch, 0.20% per annum or (b) during all other periods, 1.00% per annum.”

(e)    Section 3.03 is hereby amended by deleting it in its entirety and replacing it with the following:

“3.03 Mandatory Reduction of Commitments. (a) [Intentionally omitted.]

(b)    [Intentionally omitted.]

(c)    The Commitment of the Lender to make a Loan shall terminate in its entirety on the Commitment Termination Date.

(d)    [Intentionally omitted.]”

(f)    Section 8.01(a) is hereby amended by deleting it in its entirety and replacing it with the following:

“(a) Quarterly Financial Statements.  (1) Within 60 days after the close of the first three quarterly accounting periods in each fiscal year of the Borrower, the consolidated balance sheet of the Borrower as at the end of such quarterly accounting period and the related consolidated statements of income and changes in shareholders’ equity for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in each case without accompanying footnotes and setting forth figures for prior periods as and to the extent then required by GAAP, all of which shall be prepared in accordance with GAAP and shall be certified by the Treasurer, Chief Financial Officer or Chief Accounting Officer of the Borrower, subject to normal year-end audit adjustments, and (2) within 90 days after the close of the first three quarterly accounting periods in each fiscal year of the Borrower, the consolidated balance sheet of the Borrower as at the end of such quarterly accounting period and the related consolidated statements of income and changes in shareholders’ equity for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in each case with accompanying footnotes and setting forth figures for prior periods as and to the extent then required by GAAP, all of which shall be prepared in accordance with GAAP and shall be certified by the Treasurer, Chief Financial Officer or Chief Accounting Officer of the Borrower, subject to normal year-end audit adjustments.”

(g)    Section 8.08 is hereby amended by deleting it in its entirety and replacing it with the following:

“8.08    Strip Policies. The Borrower shall (i) use its commercially reasonable efforts to avoid the termination of any lease covered by a Strip Policy unless such termination is accompanied by cancellation without payment of the related Strip Policy (which efforts shall not include covering the obligations referenced in such Strip Policy), (ii) to the extent the Borrower has received such information in writing, promptly provide the Lender all non-confidential and non-privileged information concerning the Strip Policies as reasonably requested by the Lender, (iii) not amend any Strip Policy without the prior written consent of the Lender (which consent shall not be unreasonably withheld or delayed) and (iv) promptly provide the Lender with a list of all early terminations of a Strip Policy of which the Borrower is aware (and

which have not been previously notified to Lender) as may from time to time be reasonably requested by the Lender, but not more frequently than quarterly.”

(h)    Section 9.04 is hereby amended by deleting it in its entirety and replacing it with the following:

“9.04    Minimum Net Worth. The Borrower will not permit its Consolidated Net Worth as of the end of any fiscal quarter to be less than (x) for any such quarter-end prior to the fifth anniversary of the Financial Cutoff Date, the Base Consolidated Net Worth and (y) for any such quarter-end from and after the fifth anniversary of the Financial Cutoff Date, the sum of (a) the Base Consolidated Net Worth plus (b) (i) the Supplemental Consolidated Net Worth Amount as of the most recent Subsequent Supplemental Calculation Date, in the event that there is no Consolidated Net Worth Deficiency as of the fifth anniversary of the Financial Cutoff Date or (ii) $0, in the event that there is a Consolidated Net Worth Deficiency as of the fifth anniversary of the Financial Cutoff Date.”

(i)    Section 13.07 is hereby amended by deleting it in its entirety and replacing it with the following:

“13.07    Governing Law; Submission to Jurisdiction; Venue. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK AND CHOICE OF LAW PROVISION OF THE UCC). Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction, subject matter jurisdiction and venue of any U.S. federal or state court located in The City of New York or with appellate jurisdiction thereto for the purpose of any suit, action, proceeding or judgment arising out of or relating to this Agreement. Each of the parties hereto hereby consents to the laying of venue in any such suit, action or proceeding in New York County, New York, and hereby irrevocably waives any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and agrees not to plead or claim the same. Any process in any such action shall be duly served if mailed by registered mail, postage prepaid, with respect to (i) FSA and its Affiliates, at the respective addresses set forth on Schedule I attached hereto and (ii) with respect to DCL and its Affiliates, at the respective addresses set forth on Schedule I attached hereto. DCL may appoint a process agent with an office in the State of New York by notice to FSA. Such service may be made by mailing or delivering a copy of such process to DCL in care of the Process Agent at the Process Agent’s above address, and DCL hereby authorizes and directs the Process Agent to accept such service on its behalf. DCL may appoint a replacement Process Agent with an office in the State of New York by notice to the Borrower.”

(j)    Section 13.13 is hereby amended by deleting it in its entirety and replacing it with the following:

“13.13    SOVEREIGN IMMUNITY. To the extent that FSA or DCL, or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to them, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, FSA and DCL hereby irrevocably and unconditionally waive, and agree not to plead or claim, to the fullest extent permitted by applicable law, any such immunity and consent to such relief and enforcement.”

(k)    Schedule I is hereby deleted in its entirety and replaced with Schedule I to this Amendment.

(l)    Schedule III is hereby deleted in its entirety and replaced with Schedule II to this Amendment and the reference to Schedule III in the Table of Contents shall be amended to refer to Schedule III as the “Strip Policy Exposure Schedule”.

5.    Miscellaneous. Each party shall bear its own costs (including, without limitation, all legal costs) in connection with the preparation, negotiation and execution of this Amendment.

6.    Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK AND CHOICE OF LAW PROVISION OF THE UCC). Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction, subject matter jurisdiction and venue of any U.S. federal or state court located in The City of New York or with appellate jurisdiction thereto for the purpose of any suit, action, proceeding or judgment arising out of or relating to this Amendment. Each of the parties hereto hereby consents to the laying of venue in any such suit, action or proceeding in New York County, New York, and hereby irrevocably waives any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and agrees not to plead or claim the same. Any process in any such action shall be duly served if mailed by registered mail, postage prepaid, with respect to (i) FSA and its Affiliates, at the respective addresses set forth on Schedule I attached to the Agreement and (ii) with respect to DCL and its Affiliates, at the respective addresses set forth on Schedule I attached to the Agreement. DCL may appoint a process agent with an office in the State of New York by notice to the Borrower. Such service may be made by mailing or delivering a copy of such process to DCL in care of the

Process Agent at the Process Agent’s above address, and DCL hereby authorizes and directs the Process Agent to accept such service on its behalf. DCL may appoint a replacement Process Agent with an office in the State of New York by notice to the Borrower.

7.    SOVEREIGN IMMUNITY. To the extent that FSA or DCL, or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to them, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, FSA and DCL hereby irrevocably and unconditionally waive, and agree not to plead or claim, to the fullest extent permitted by applicable law, any such immunity and consent to such relief and enforcement.

8.    WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9.    Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower.

10.    Headings Descriptive. The headings of the several sections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first set forth above.