8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 19, 2017

Ambac Financial Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	1-10777	13-3621676
(State of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

One State Street Plaza, New York, New York 10004

(Address of principal executive offices) (Zip Code)

(212) 658-7470

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

Rehabilitation Exit Support Agreement

On July 19, 2017, Ambac Assurance Corporation (“AAC”), a wholly-owned subsidiary of Ambac Financial Group, Inc. (“AFG” and, together with AAC, the “Company”), and AFG entered into an agreement (the “Rehabilitation Exit Support Agreement”) with holders or beneficial owners (the “Supporting Holders”) of more than 50% (estimated as of June 30, 2017) by principal amount of surplus notes issued by AAC (the “Surplus Notes”) and 34% (estimated as of June 30, 2017) of the beneficial interests in the deferred amounts (including accretion amounts, the “Deferred Amounts”) of the Segregated Account of AAC (the “Segregated Account”), in each case held by third party holders, with respect to a transaction which, subject to the conditions precedent set forth in the Rehabilitation Exit Support Agreement and described herein, and if consummated, would generally involve (i) the exchange of certain Surplus Notes held by holders of Surplus Notes that elect to participate in a voluntary exchange transaction and (ii) the satisfaction and discharge of all Deferred Amounts, in each case for an effective consideration package comprised of cash and new Secured Notes (as defined below) and certain existing Surplus Notes and (iii) the exit from rehabilitation of the Segregated Account (the “Rehabilitation Exit Transactions”) as more fully described below.

Rehabilitation Plan Amendment

The settlement of the Deferred Amounts and the Segregated Account’s exit from rehabilitation are expected to be realized through the amendment (the “Rehabilitation Plan Amendment”) of the Amended Plan of Rehabilitation of the Segregated Account, effective as of June 12, 2014, to be pursued by the Commissioner of Insurance for the State of Wisconsin (“OCI”), in his capacity as court-appointed rehabilitator of the Segregated Account (the “Rehabilitator”), and a series of transactions which would provide to holders of beneficial interests in Deferred Amounts (other than AFG, but including AAC) a total effective consideration package, in full satisfaction and discharge of each $1.00 of Deferred Amounts (including accretion), of (i) $0.40 in cash, (ii) $0.41 in principal amount of new Secured Notes (as defined below) and (iii) from certain holders of Surplus Notes, $0.125 currently outstanding Surplus Notes. Such consideration package would thereby provide a discount of $0.065 (set first against accretion). AFG would receive $0.91 in principal amount of Secured Notes for each $1.00 of Deferred Amounts (including accretion) that it holds, and would provide a $0.09 discount in full satisfaction and discharge of its Deferred Amount claims.

Exchange Offers

The Rehabilitation Exit Support Agreement calls for a series of interrelated transactions involving the exchange of certain Surplus Notes (collectively, the “Exchange Offers”), pursuant to which, for each $1.00 of principal amount outstanding and accrued and unpaid interest thereon, holders effectively would (i) receive $0.40 in cash, (ii) receive $0.41 in principal amount of Secured Notes, (iii) retain $0.125 in principal amount and accrued and unpaid interest thereon of Surplus Notes and (iv) provide a discount of $0.065 in principal amount and accrued and unpaid interest thereon. AFG will not participate in the Exchange Offers and will retain surplus notes issued by the Segregated Account and AAC, which as of June 30, 2017, had an aggregate of $100 million of principal amount and accrued and unpaid interest outstanding.

Waiver and Amendment

As part of the Rehabilitation Exit Transactions, the Company will seek consents from holders of Surplus Notes to a waiver and amendment (the “BSA Waiver and Amendment”) of certain provisions of the Settlement Agreement, dated as of June 7, 2010, between AFG, AAC, Ambac Credit Products, LLC and certain settling policy beneficiaries (the “Bank Settlement Agreement”), such consents to be executed by holders of more than 50% in aggregate principal amount of the Surplus Notes (which such threshold will have already been met through the agreement of the Supporting Holders party to the Rehabilitation Exit Support Agreement, subject to consummation of the Rehabilitation Exit Transactions). Holders who participate in the Exchange Offers will be required to deliver their consent to the BSA Waiver and Amendment. These amendments include eliminating the unaffiliated qualified directors requirement; eliminating the prohibition on writing new business; refining the incurrence of material obligations restriction to allow for up to $400 million of additional permitted indebtedness; allowing liens securing permitted indebtedness; providing for additional flexibility to issue junior surplus notes; and providing for additional flexibility for the merger of AAC subsidiaries.

Secured Notes

As contemplated by the Rehabilitation Exit Support Agreement and as a portion of the consideration received by holders of beneficial interests in Deferred Amounts (including AAC) in satisfaction and discharge of their claims pursuant to the Rehabilitation Plan Amendment and by holders of Surplus Notes pursuant to the Exchange Offers (as specified above), a newly formed special purpose entity will issue new secured notes (the “Secured Notes”) in an aggregate principal amount of up to $2,230,000,000, secured by all assets of the special purpose entity, which include a note issued by AAC to the special purpose

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entity, which note is secured by a pledge of AAC’s right, title and interest in up to the first $1.4 billion of proceeds (net of reinsurance) from certain litigations in which AAC and the Segregated Account seek redress for breaches of representations and warranties and/or fraud related to residential mortgage-backed securitizations (the “RMBS Litigations”). In addition, the note issued by AAC to the special purpose entity will be secured by RMBS securities having a market value of not less than $350 million on the date that is not more than 5 business days prior to the closing date of the Rehabilitation Exit Transactions. AAC will also pledge for the benefit of the holders of Secured Notes (other than AAC) the proceeds of any Secured Notes held by AAC from time to time.

The Secured Notes will mature five years from the issue date; provided that if (i) Secured Notes remain outstanding and (ii) the OCI approves payment of the outstanding principal amount of the Surplus Notes still outstanding immediately following the consummation of the Rehabilitation Exit Transactions, the maturity date for the Secured Notes will spring to the fifth business day immediately preceding the date approved for such payment. The Secured Notes will accrue interest at a per annum rate of 3-month U.S. dollar London inter-bank offered rate, not less than 1.00%, plus a margin of 5.00% per annum. Accrued unpaid interest will be paid in cash quarterly until the maturity date. AAC will issue a financial guaranty insurance policy (the “Policy”) to a trustee for the benefit of holders of Secured Notes irrevocably guarantying all principal and interest payments in respect of the Secured Notes as and when such payments become due and owing. Should AAC settle any of the RMBS Litigations before the closing of the Rehabilitation Exit Transactions, any proceeds received by AAC from such settlement which would have secured the Secured Notes, will replace Secured Notes having a face amount equal to the amount of such proceeds that would otherwise be issued.

Supporting Holders Support

The Supporting Holders agreed, among other things, to tender and not withdraw their Surplus Notes in the Exchange Offers; to consent to the BSA Waiver and Amendment; to not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any alternative transaction for or involving the Surplus Notes and Deferred Amounts (other than the Exchange Offers and the Rehabilitation Plan Amendment); to not object to, nor otherwise commence any proceeding to oppose, the Rehabilitation Exit Transactions.

Pursuant to the terms of the Rehabilitation Exit Support Agreement, generally any Surplus Notes or Deferred Amounts acquired by Supporting Holders will be subject to the terms of the Rehabilitation Exit Support Agreement and may not be transferred other than pursuant to the terms thereof. Subject to certain exclusions, Supporting Holders may transfer Surplus Notes or Deferred Amounts, provided that any transferee of such Surplus Notes or Deferred Amounts signs a joinder agreement to the Rehabilitation Exit Support Agreement. The Rehabilitation Exit Support Agreement also includes provisions allowing for acquisitions or transfers through market makers.

Surplus Notes Held by AFG

Following the consummation of the Rehabilitation Exit Transactions and until the earlier of (i) June 8, 2020 and (ii) the date on which at least 25% of the principal amount of Remaining Senior Surplus Notes (as defined the Rehabilitation Exit Support Agreement) are no longer outstanding, AFG shall hold and not sell Remaining Senior Surplus Notes which, as of June 30, 2017, have an aggregate of $60 million of principal amount and accrued and unpaid interest outstanding.

Termination Rights

The Company may terminate the Rehabilitation Exit Support Agreement upon the occurrence of any of the following events:

• the Rehabilitation Exit Transactions have not been consummated within 365 days of the signing date of the Rehabilitation Exit Support Agreement (the “Signing Date”);

• the Rehabilitator seeks an order or other relief from the Circuit Court for Dane County, Wisconsin or other court of competent jurisdiction (the “Rehabilitation Court”) inconsistent in any material respect with the term sheets affixed to the Rehabilitation Exit Support Agreement (the “Term Sheets”), or the Rehabilitation Court issues an order or grants relief inconsistent in any material respect with the Term Sheets; or

• a material breach of any of the undertakings, representations, warranties or covenants set forth in the Rehabilitation Exit Support Agreement by any RESA Holder that is not, by its terms, curable or that is, by its terms, curable and is not cured by the 25th day after notice of such breach.

Supporting Holders that, in the aggregate, beneficially own at least 66 2/3% of the principal amount outstanding under the Surplus Notes and 66 2/3% of the principal amount of the Deferred Amounts, held by the Supporting Holders as a whole (the

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“Supermajority Consenting Holders”) may terminate the Rehabilitation Exit Support Agreement upon the occurrence of any of the following events:

• within 75 days of signing date of the Rehabilitation Exit Support Agreement, the Rehabilitator has not filed a motion in the Rehabilitation Court seeking entry of the approval order (the “Filing Date”);

• the confirmation hearing has not commenced within 180 days of the Signing Date;

• the Rehabilitation Exit Transactions have not been consummated within 270 days of the Signing Date;

• the parties to the Rehabilitation Exit Support Agreement have not negotiated definitive documentation on or prior to the Filing Date;

• the Rehabilitation Exit Transactions or the final definitive documents with respect to the Rehabilitation Plan Amendment, Exchange Offers or the Secured Notes do not conform in all material respects to the respective Term Sheet, except as approved by the Supermajority Consenting Holders; or

• the Rehabilitator seeks an order or other relief from the Rehabilitation Court inconsistent in any material respect with the Term Sheets, or the Rehabilitation Court issues an order or grants relief inconsistent in any material respect with the Term Sheets; a material breach of any of the undertakings, representations, warranties, or covenants set forth in the Rehabilitation Exit Support Agreement by AAC and AFG that is not, by its terms, curable or that is, by its terms, curable and is not cured by the 25th day after notice of such breach.

In addition if the Rehabilitation Exit Transactions have not been consummated within 365 days of the Signing Date, each RESA Holder shall have the right to terminate the Agreement with respect to itself.

The Company can provide no assurance that any of the termination events described above will not arise.

Conditions Precedent

The Exchange Offers will be subject to a number of conditions precedent, including, among others:

• requisite approval by the OCI;

• the effectiveness of the Rehabilitation Plan Amendment concurrent with the closing of the Exchange Offers;

• participation by 85% of the outstanding principal amount owned by holders of Surplus Notes (including the Company) in the Exchange Offers;

• receipt of consents of at least a majority of the outstanding aggregate principal amount of the Surplus Notes (other than Surplus Notes beneficially owned by AFG or AAC or any of their affiliates) to the BSA Waiver and Amendment; and

• subject to the approval of the OCI, a one-time current interest payment of approximately $12.5 million on the Surplus Notes outstanding immediately following the effective date of the Rehabilitation Plan Amendment (which can only be waived with the consent of the Supermajority Holders).

The Rehabilitation Plan Amendment is subject to a number of conditions precedent having been satisfied or waived by the Rehabilitator, in his sole discretion, including, among others:

• The Rehabilitation Plan Amendment will have been approved by the Rehabilitation Court, and such order will have become a final order;

• As of the effective date, AAC will have sufficient capital and claims-paying resources to effect all of the Rehabilitation Exit Transactions and to exit rehabilitation;

• The conditions to consummation of the Exchange Offers will have been satisfied or waived in full in accordance with the terms thereof;

• AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG; and

• AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of certain aspects of the Rehabilitation Exit Transactions, and certain transactions entered into to satisfy the condition regarding capital and

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claims-paying resources described above; provided that this closing condition may only be waived by AAC in its sole discretion.

The Company can provide no assurances that these approvals or consents will be obtained or that the other conditions precedent will be satisfied or waived in a timely manner or at all.

The foregoing summary of the Rehabilitation Exit Support Agreement and the Rehabilitation Exit Transactions is qualified in its entirety by reference to the text of the Rehabilitation Exit Support Agreement, which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Tier 2 Commitment Letter

On July 19, 2017, AAC also entered into a commitment letter (the “Commitment Letter”) with funds affiliated with or managed by investors (each an “Investor”, and collectively the “Investors”), with respect to the issuance of an aggregate principal amount of $240,000,000 (the “Principal Amount”) of senior notes (the “Tier 2 Notes”) secured by AAC’s rights, title and interest in the cash and non-cash proceeds (net of reinsurance) above $1.6 billion received in connection with the RMBS Litigations. The Commitment Letter contains customary representations and warranties by AAC and each of the Investors, including representations by AAC related to the RMBS Litigations. The Commitment Letter will terminate upon the earliest occurrence of: (i) 365 days from the execution of the Rehabilitation Exit Support Agreement, and (ii) the date on which the Tier 2 Notes are issued. In addition, AAC and the Investors have the option to terminate the Commitment Letter following (i) the resolution of Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 651612/2010 (N.Y. Sup. Ct. N.Y. Cnty.) (Bransten, J.) or (ii) the termination of the Rehabilitation Exit Support Agreement.

General

The Tier 2 Notes will mature in 2055 and interest shall accrue from but excluding the effective date of the Rehabilitation Plan Amendment (the “Issue Date”) at 8.5% per annum. Interest payments will be paid-in-kind and compounded on the last day of each calendar quarter, unless funds are available to make such payments in cash (as described below) or interest is paid in cash in respect of the Surplus Notes.

Commitment Fee

The Investors are entitled to a commitment fee of 2.5% of the Principal Amount payable in cash upon execution of the Commitment Letter.

Ticking Fee

The Investors are entitled to a ticking fee of 3.5% of the Principal Amount per annum, payable monthly in cash from 60 days after the execution of the Commitment Letter (the “Ticking Date”) until the earliest (i) the Issue Date, (ii) the rejection of the Plan Amendment by the applicable insurance regulator and (iii) termination of the applicable commitment letter following the resolution of Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 651612/2010 (N.Y. Sup. Ct. N.Y. Cnty.) (Bransten, J.) or the termination of the Rehabilitation Exit Support Agreement; provided that, in the event of a termination pursuant to (ii) or (iii) above, the minimum number of months of ticking fee payable shall be 3 months.

Payments of Principal and Interest

AAC will make payments on the Tier 2 Notes as follows:

• Upon receipt of any proceeds in excess of $1.6 billion minus certain amounts paid or payable to reinsurers from the RMBS Litigations by AAC (the “Tier 2 Net Proceeds”) and provided that the Initial Call Date (as defined below) has occurred.

• In the event that a payment (other than payments in connection with closing of the Rehabilitation Exit Transactions) is made on the Surplus Notes (a “SSN Payment Date”) and provided that the Initial Call Date has occurred, AAC shall be obliged to prepay the Tier 2 Notes in an amount (the “SSN Payment”) equal to (a) the then outstanding accrued and unpaid interest and principal balance of the Tier 2 Notes, multiplied by (b) a specified percentage.

• In the event of a SSN Payment Date prior to the scheduled maturity of the Surplus Notes that includes a principal payment on such Surplus Notes, occurring prior to the one year anniversary of a payment of principal on the Tier 2 Notes (a “Recent Principal Payment”) and provided that the Initial Call Date has occurred, in lieu of making a SSN Payment as calculated in the prior paragraph, AAC shall be obliged to make a SSN Payment equal to: (a) the

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outstanding accrued and unpaid interest and principal balance of the Tier 2 Notes immediately prior to the Recent Principal Payment, multiplied by (b) a specific percentage.

• At the maturity date, or on any date on which the Tier 2 Notes are to be redeemed in whole, AAC will make a payment of the then outstanding interest and principal balance of the Tier 2 Notes, in full.

• On any date on which the Tier 2 Notes are to be redeemed in part, AAC will make a payment of the interest and principal outstanding on the Tier 2 Notes to be redeemed and any applicable make-whole premium.

Call Protection

To the extent there is an SSN Payment Date or receipt of Tier 2 Net Proceeds in advance of the Initial Call Date, a separate account (the “Account”) will be funded with amounts equal to any Tier 2 Net Proceeds and/or SSN Payments which would have been applied in redemption of the Tier 2 Notes but for the application of this Call Protection provision (including the applicable make-whole premium). Except as described herein, the Tier 2 Notes may not be redeemed or repaid prior to the Initial Call Date. Thereafter, the Tier 2 Notes may be redeemed, in whole or in part, at the option of AAC, at a price equal to 100% of the aggregate principal amount redeemed, plus accrued and unpaid interest, if any.

The Account, which can be funded with cash or certain specified assets, will be pledged to secure the Tier 2 Notes and will be subject to an account control agreement in favor of the noteholders. The Tier 2 Notes will constitute secured debt to the extent of the value of the Account, and any unsecured portion of the Tier 2 Notes in a liquidation of AAC will constitute class 5 claims under Wisconsin insurance law.

AAC’s obligation to pre-fund such amounts will be subject to a maximum amount equal to the sum of the aggregate principal amount of all outstanding Tier 2 Notes and the applicable make-whole premium on all such Tier 2 Notes (the “Maximum Amount”). If the Maximum Amount has been funded in the Account, (i) any Tier 2 Net Proceeds in excess of such maximum amount shall be exclusively for the account of AAC and the lien over the remaining Tier 2 Net Proceeds shall be, immediately and without further action, released; and (ii) there shall be no further obligation to redeem any of the Tier 2 Notes, or fund the Account, as a consequence of any payment on the Surplus Notes, any further receipt of Tier 2 Net Proceeds or any diminution of value of the Account (though, for the avoidance of doubt, such diminution shall in no event reduce the amount owed in respect of the Tier 2 Notes). If and only if the Account has been funded in excess of the Maximum Amount, AAC may, in its sole discretion, withdraw such excess from the Account for its general use, free and clear of any liens for the benefit of the noteholders.

At any time and from time to time AAC may also, in its sole discretion, collateralize any amount of Tier 2 Notes by funding the Account with any source of cash or certain specified assets in an amount equal to the principal amount of such Tier 2 Notes, all accrued and unpaid interest thereon, and the applicable make-whole premium that would have been payable if such Tier 2 Notes were redeemed on the date of such funding; provided, that all such collateralized Tier 2 Notes shall be repaid (without premium or penalty) on the Initial Call Date if they are not redeemed prior to such Initial Call Date with their applicable make-whole premium on such prior date.

Prior to the Initial Call Date, AAC may at its option (including, for the avoidance of doubt, through the use of Tier 2 Net Proceeds or SSN Payments as an alternative to funding the Account, or any other source of available cash) redeem the Tier 2 Notes in whole or in part, on one or more occasions, at a redemption price equal to 100% of the aggregate principal amount to be redeemed plus accrued and unpaid interest thereon, if any, plus the applicable make-whole premium.

The “Initial Call Date” shall be the 39th month anniversary of the Ticking Date, which such date shall be automatically extended on each month anniversary of the Issue Date after the one year anniversary of the Issue Date, on a ratable basis, to (i) the 48th month anniversary of the Ticking Date by the second year anniversary of the Issue Date and (ii) the 54th month anniversary of the Ticking Date by the third year anniversary of the Issue Date; provided that for any given redemption or repayment of principal on the Notes (in whole or in part), the Initial Call Date for such principal to be redeemed or repaid shall be determined as of the earlier of the date of such redemption or repayment and the date that an amount equal to the amount of principal to be redeemed or repaid was funded into the Account.

Early Termination

AAC may voluntarily prepay the Tier 2 Notes, in whole or in part, (i) on the Initial Call Date or thereafter without penalty or (ii) prior to the Initial Call Date, pursuant to the provisions described above under the heading “Call Protection”.

Condition Precedents

The issuance of the Tier 2 Notes is subject to a number of conditions precedent including, among others:

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• Satisfaction or waiver of the conditions to effectiveness set forth in the Plan Amendment;

• Execution of final documentation;

• Payment of reasonable and documented legal fees of the Investors subject to a cap; and

• Delivery of customary corporate predicate, enforceability, and registration exemption opinions.

The foregoing summary of the Commitment Letter is qualified in its entirety by reference to the text of the Commitment Letter, which is attached as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation.

The information related to the Secured Notes and Commitment Letter disclosures under Item 1.01 hereof are incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On July 19, 2017,AFG issued a press release announcing the Rehabilitation Exit Transactions. A copy of the press release is furnished herewith and attached hereto as Exhibit 99.1.

On July 19, 2017, the OCI released a statement supporting the Rehabilitation Exit Transactions.

In connection with the negotiation of the Rehabilitation Exit Support Agreement, AAC entered into confidentiality agreements with the Supporting Holders pursuant to which AAC agreed to publicly disclose all material non-public information provided to the Supporting Holders (the “Cleansing Materials”). The Company will post the Cleansing Materials on the Company’s website at www.ambac.com under the heading “Information for Investors Concerning Discussions with Creditors” at 8:00 a.m. ET on July 20, 2017.

The information furnished pursuant to this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act.

This Form 8-K and the materials attached as exhibits hereto are not an offer to exchange or a solicitation or acceptance of an offer to exchange any securities, which may be made only pursuant to the terms and conditions of an offering memorandum, nor is this Form 8-K and the materials attached as exhibits hereto an offer to buy or a solicitation or acceptance of an offer to buy any securities. In addition, this Form 8-K and the materials attached as exhibits hereto are not a solicitation of any consents from holders of Surplus Notes.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Rehabilitation Exit Support Agreement, by and among Ambac Assurance Corporation, Ambac Financial Group, Inc. and certain holders of Ambac Assurance Corporation’s 5.1% Surplus Notes due 2020 and certain holders of Ambac Assurance Corporation’s deferred payment obligations, dated as of July 19, 2017.
10.2	Tier 2 Commitment Letter, dated as of July 19, 2017 from funds affiliated with or managed by investors party thereto.
99.1	Press Release dated July 19, 2017

Forward-Looking Statements

This Form 8-K and the Cleansing Materials include statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “project,” “plan,” “believe,” “anticipate,” “intend,” “planned,” “potential” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” “could,” and “may,” or the negative of those expressions or verbs, identify forward-looking statements. We caution readers that these statements are not guarantees of future performance. Forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, which, may by their nature be

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inherently uncertain and some of which may be outside our control. These statements may relate to plans and objectives with respect to the future, among other things which may change. We are alerting you to the possibility that our actual results may differ, possibly materially, from the expected objectives or anticipated results that may be suggested, expressed or implied by these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those indicated in the forward-looking statements include, among others, those discussed under “Risk Factors” in our most recent SEC filed quarterly or annual report.

Any or all of management’s forward-looking statements in this Form 8-K or in the Cleansing Materials may turn out to be incorrect and are based on management’s current belief or opinions. AFG’s actual results may vary materially, and there are no guarantees about the performance of AFG’s securities. Among events, risks, uncertainties or factors that could cause actual results to differ materially are: (1) the highly speculative nature of AFG’s common stock and volatility in the price of AFG’s common stock; (2) uncertainty concerning our ability to achieve value for holders of AFG securities, whether from AAC or from transactions or opportunities apart from AAC; (3) adverse effects on our share price resulting from future offerings of debt or equity securities that rank senior to our common stock; (4) potential of rehabilitation proceedings against AAC; (5) dilution of current shareholder value or adverse effects on our share price resulting from the issuance of additional shares of common stock; (6) inadequacy of reserves established for losses and loss expenses and possibility that changes in loss reserves may result in further volatility of earnings; (7) decisions made by the rehabilitator of the Segregated Account for the benefit of policyholders that may result in material adverse consequences for holders of AFG’s securities or holders of securities issued or insured by AAC or the Segregated Account; (8) increased fiscal stress experienced by issuers of public finance obligations or an increased incidence of Chapter 9 filings or other restructuring proceedings by public finance issuers; (9) our inability to realize the expected recoveries included in our financial statements; (10) credit risk throughout our business, including but not limited to credit risk related to residential mortgage-backed securities, student loan and other asset securitizations, collateralized loan obligations, public finance obligations and exposures to reinsurers; (11) the risk that our risk management policies and practices do not anticipate certain risks and/or the magnitude of potential for loss; (12) risks associated with adverse selection as our insured portfolio runs off; (13) adverse effects on operating results or our financial position resulting from measures taken to reduce risks in our insured portfolio; (14) intercompany disputes or disputes with the rehabilitator of the Segregated Account; (15) our inability to monetize assets, restructure or exchange outstanding debt and insurance obligations, or commute or reduce insured exposures, or the failure of any such transaction to deliver anticipated results; (16) our substantial indebtedness could adversely affect our financial condition, operating flexibility and ability to obtain financing in the future; (17) restrictive covenants in agreements and instruments may impair our ability to pursue or achieve our business strategies; (18) loss of control rights in transactions for which we provide insurance due to a finding that AAC has defaulted, whether due to the Segregated Account rehabilitation proceedings or otherwise; (19) our results of operation may be adversely affected by events or circumstances that result in the accelerated amortization of our insurance intangible asset; (20) adverse tax consequences or other costs resulting from the Segregated Account rehabilitation plan, from rules and procedures governing the payment of permitted policy claims, or from the characterization of our surplus notes as equity; (21) risks attendant to the change in composition of securities in our investment portfolio; (22) changes in tax law; (23) changes in prevailing interest rates; (24) factors that may influence the amount of installment premiums paid to AFG, including the Segregated Account rehabilitation proceedings; (25) default by one or more of AAC’s portfolio investments, insured issuers or counterparties; (26) market risks impacting assets in our investment portfolio or the value of our assets posted as collateral in respect of investment agreements and interest rate swap transactions; (27) risks relating to determinations of amounts of impairments taken on investments; (28) the risk of litigation and regulatory inquiries or investigations, and the risk of adverse outcomes in connection therewith, which could have a material adverse effect on our business, operations, financial position, profitability or cash flows; (29) our inability to realize value from Ambac Assurance UK Limited or other subsidiaries of AAC; (30) system security risks; (31) market spreads and pricing on derivative products insured or issued by AFG or its subsidiaries; (32) the risk of volatility in income and earnings, including volatility due to the application of fair value accounting; (33) changes in accounting principles or practices that may impact AFG’s reported financial results; (34) legislative and regulatory developments; (35) the economic impact of “Brexit” may have an adverse effect on AFG’s insured international portfolio and the value of its foreign investments, both of which primarily reside with its subsidiary Ambac UK; (36) operational risks, including with respect to internal processes, risk and investment models, systems and employees, and failures in services or products provided by third parties; (37) AFG’s financial position and the Segregated Account rehabilitation proceedings that may prompt departures of key employees and may impact our ability to attract qualified executives and employees; and (38) other risks and uncertainties that have not been identified at this time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Ambac Financial Group, Inc.
		(Registrant)
Dated:	July 20, 2017	By:	/s/ William J. White
			First Vice President, Corporate Secretary and Assistant General Counsel

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INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Rehabilitation Exit Support Agreement, by and among Ambac Assurance Corporation, Ambac Financial Group, Inc. and certain holders of Ambac Assurance Corporation’s 5.1% Surplus Notes due 2020 and certain holders of Ambac Assurance Corporation’s deferred payment obligations, dated as of July 19, 2017.
10.2	Tier 2 Commitment Letter, dated as of July 19, 2017 from funds affiliated with or managed by investors party thereto.
99.1	Press Release dated July 19, 2017

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EX-10.1

Exhibit 10.1

REHABILITATION EXIT SUPPORT AGREEMENT

This REHABILITATION EXIT SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, and including the exhibits hereto, this “Agreement”), dated as of July 19, 2017, is entered into by and among Ambac Assurance Corporation (the “Company”), Ambac Financial Group, Inc. (“Parent” and, together with the Company, the “Ambac Parties”) and the undersigned holders (each, a “Holder,” and such Holders together, the “Group”) of a material portion of outstanding unpaid policy claims of the Segregated Account of Ambac Assurance Corporation (the “Segregated Account”) and a material portion of the outstanding surplus notes of the Company. Each of the Ambac Parties, each Holder, and any subsequent person or entity that becomes a party hereto in accordance with the terms hereof are referred to herein as the “Parties” and each individually as a “Party.”

RECITALS:

A.The Holders are beneficial owners of the Senior Surplus Notes and Holder Deferred Amounts, each as defined herein, in the respective aggregate principal and accrued amounts previously provided to the Company by Group’s Counsel and as set forth on each Holder’s signature page to this Agreement.

B.Exhibit A hereto (the “Rehabilitation Exit Term Sheet”) and the provisions hereof set forth the key terms of a settlement of the Deferred Amounts and the Segregated Account’s exit from rehabilitation that are expected to be realized through an amendment or modification (the “Rehabilitation Plan Amendment”) to the Existing Plan, as defined herein, by the Rehabilitator, as defined herein.

C.Exhibit B hereto (the “Exchange Offer Term Sheet”) and the provisions hereof set forth the key terms of the exchange offer by the Company of Deferred Amounts for Senior Surplus Notes (the “DPO Offer”) and the exchange offer by the Company of New Secured Notes and cash for Senior Surplus Notes (the “AAC Offer” and, together with the DPO Offer, the “Exchange Offers” and, collectively with the other transactions contemplated by the Rehabilitation Exit Term Sheet or this Agreement, the “Rehabilitation Exit Transactions”), to be conducted pursuant to transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

D.Exhibit C hereto (the “Secured Notes Term Sheet” and, together with the Rehabilitation Exit Term Sheet and the Exchange Offer Term Sheet, the “Term Sheets”) sets forth the key terms of new secured notes (the “New Secured Notes”) or, in specified events, cash in lieu of secured notes to be offered, along with the other consideration specified in the Rehabilitation Exit Term Sheet and Exchange Offer Term Sheet, to eligible holders of Holder Deferred Amounts and Senior Surplus Notes pursuant to the Rehabilitation Exit Transactions.

E.Effective as of the Effective Date, the Parties intend to enter into a waiver and amendment to the Settlement Agreement, dated as of June 7, 2010 between the Company, Parent, Ambac Credit Products, LLC, and the other signatories thereto (the “Settlement Agreement”), substantially in the form attached as Exhibit D hereto (the “Waiver and Amendment”).

F.Exhibit E hereto sets forth the illustrative transaction mechanics for effectuating the Rehabilitation Exit Transactions (the “Transaction Mechanics”).

G.The Parties have agreed to the terms and conditions of the Rehabilitation Exit Transactions set forth herein and in the Term Sheets.

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H.The Company intends to launch the Exchange Offers no less than 20 Business Days, as defined herein, prior to the Effective Date. The Closing Date and the Effective Date are intended to occur concurrently.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1.Definitions. In addition to the terms defined above, as used in this Agreement, the following terms shall have the meanings specified below:

a.“Agent’s Message” means a message, transmitted by The Depository Trust Company to, and received by, the exchange agent and forming a part of a book-entry confirmation, stating that The Depository Trust Company has received from the tendering participant an express acknowledgment stating: (i) the aggregate principal amount of Holder Deferred Amounts or Senior Surplus Notes validly tendered by such participant, (ii) that such participant has received a copy of the offering document and letter of transmittal with respect to the Exchange Offer and agrees to be bound by the terms and conditions of the Exchange Offer as described in the offering document and letter of transmittal with respect to the Exchange Offer, and (iii) that the Company may enforce the terms and conditions of the letter of transmittal with respect to the Exchange Offer against such participant.

b.“Approval Order” means the entry of an order by the Rehabilitation Court, which order is not subject to a stay of execution, approving the Rehabilitation Plan Amendment.

c.“Business Day” means any day other than Saturday, Sunday, and any day that is a legal holiday or a day on which banking institutions in New York, New York are required or authorized by law or governmental action to close.

d.“Closing” means the closing of the Exchange Offer.

e.“Closing Date” means the date on which the Closing occurs.

f.“Definitive Documents” means the final documentation of the Rehabilitation Plan Amendment substantially on the terms and conditions set forth in the Rehabilitation Exit Term Sheet, documentation of the Exchange Offer substantially on the terms and conditions set forth in the Exchange Offer Term Sheet, documentation of the New Secured Notes substantially on the terms and conditions set forth in the New Secured Notes Term Sheet, the Waiver and Amendment, and any other documents contemplated hereby and/or ancillary or incidental to the Term Sheets.

g.“Deferred Amounts” shall have the meaning given to such term under the Existing Plan.

h.“Group’s Counsel” means a nationally recognized firm with experience in the matters described in this Agreement reasonably acceptable to the Company; provided that, for the avoidance of doubt, the Company hereby acknowledges that Schulte, Roth & Zabel LLP and White & Case LLP are acceptable to the Company as Group’s Counsel.

i.“Holder Deferred Amounts” shall mean the beneficial interest in the Deferred Amounts held by the Holders.

j.“Effective Date” has the meaning given such term in the Rehabilitation Exit Term Sheet.

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k.“Existing Plan” means that certain Plan of Rehabilitation, as amended, effective as of June 12, 2014, as further amended and/or clarified from time to time.

l.“Fiscal Agency Agreement” means that certain Fiscal Agency Agreement, dated as of June 7, 2010, between the Company, as Issuer, and the Bank of New York Mellon, as Fiscal Agent (as amended, modified, or otherwise supplemented from time to time prior to the date hereof) relating to the Senior Surplus Notes.

m.“Joining Holder Agent” means any third party agent reasonably satisfactory to the Holders appointed by AAC to track transfers of Senior Surplus Notes and Holder Deferred Amounts that are subject to this Agreement.

n. “OCI” means the Wisconsin Office of the Commissioner of Insurance.

o.“Regulator” means each of (i) the Rehabilitator, (ii) OCI, (iii) the Rehabilitation Court and (iv) a regulatory authority with jurisdiction over the operations of a Party.

p.“Rehabilitation Court” means the Circuit Court for Dane County, Wisconsin.

q.“Rehabilitation Proceeding” means the rehabilitation proceeding commenced in the Rehabilitation Court on March 24, 2010 with respect to the Segregated Account titled In the matter of: Segregated Account of Ambac Assurance Corporation, Case No. 10 CV 1576.

r.“Rehabilitator” means the Commissioner of Insurance of the State of Wisconsin, as court-appointed rehabilitator of the Segregated Account.

s.“Remaining Senior Surplus Notes” means the Senior Surplus Notes and the Segregated Account Surplus Notes that remain outstanding immediately following the consummation of the Rehabilitation Exit Transactions.

t. “Representatives” means a person’s or entity’s former and current officers, former and current directors, former and current principals, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, and other professionals, each solely in its capacity as such.

u. “SEC” means United States Securities and Exchange Commission.

v.“Segregated Account Senior Surplus Notes” means the 5.1% Surplus Notes due June 7, 2020, issued by the Segregated Account pursuant to that certain Fiscal Agency Agreement, dated as of July 19, 2010, between the Segregated Account, as Issuer, and the Bank of New York Mellon, as Fiscal Agent (as amended, modified, or otherwise supplemented from time to time prior to the date hereof) relating to the Segregated Account Senior Surplus Notes, and held by the Ambac Parties at the date hereof.

w. “Senior Surplus Notes” means the 5.1% Surplus Notes due June 7, 2020, issued by the Company pursuant to the Fiscal Agency Agreement.

x.“Signing Date” means the date of the execution of this Agreement.

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Section 2.Term Sheets. The Term Sheets are expressly incorporated herein and made a part of this Agreement. The key terms and conditions of the Rehabilitation Exit Transactions are set forth in the Term Sheets.

Section 3.Definitive Documents; Good Faith Cooperation.

(a)The Parties hereby covenant and agree to cooperate with each other in good faith in connection with, and shall exercise reasonable best efforts with respect to, the pursuit, approval, implementation, and consummation of the Rehabilitation Exit Transactions, as well as the negotiation, drafting, execution, and delivery of the Definitive Documents.

(b)The Parties hereby covenant and agree to use commercially reasonable efforts to complete the negotiation and drafting of the forms of the Definitive Documents, which shall be reasonably satisfactory to each Party, on or prior to the date the Rehabilitator files a motion in the Rehabilitation Court seeking entry of the Approval Order.

(c)The Parties hereby covenant and agree not to (i) object to, delay, impede, or commence any proceeding pertaining to, or take any other action to interfere, directly or indirectly, in any material respect with the acceptance or implementation of, the Rehabilitation Exit Transactions; (ii) encourage or support any person or entity to do any of the foregoing, or (iii) in the case of any Holder, exercise any rights under any agreement with the Company or the Segregated Account, including, but not limited to, the Fiscal Agency Agreement, or instruct any other party to exercise any such rights, except as consistent with this Agreement.

(d)Following the consummation of the Rehabilitation Exit Transactions and until the earlier of (i) June 8, 2020 and (ii) the date on which at least 25% of the principal amount of Remaining Senior Surplus Notes are no longer outstanding, Parent shall hold and not sell Remaining Senior Surplus Notes which, as of June 30, 2017, have an aggregate of $60 million of principal amount and accrued and unpaid interest outstanding. This Section 3(d) shall survive consummation of the Rehabilitation Exit Transactions.

(e)The Parties hereby covenant and agree to use commercially reasonable efforts to cooperate with and facilitate any reasonable procedures adopted by the Joining Holder Agent to track transfers of Deferred Amounts and Senior Surplus Notes and collect signature pages to joinder agreements pursuant to Section 6 hereof.

Section 4.Support for the Rehabilitation Exit Transactions.

(a)So long as this Agreement has not been terminated in accordance with its terms, each of Parent and the Company agrees and covenants that it will use commercially reasonable efforts to take or cause to be taken all actions commercially reasonable, necessary and appropriate in furtherance of the Rehabilitation Exit Transactions (provided that commercially reasonable efforts shall not require Parent to purchase or sell any securities, incur any material expense, give up any material rights, incur any material obligation or support any transaction, except as expressly set forth in this Agreement), including:

(1)to prepare the solicitation materials relating to the Exchange Offers (the “Solicitation Materials”) in form and substance consistent with the Term Sheets, except to the extent otherwise consented to by the Group in accordance with Section 12 below;

(2)to commence the Exchange Offers and disseminate the Solicitation Materials in a manner customary for comparable transactions;

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(3)to the extent within the Ambac Parties’ control, to assist the Rehabilitator in seeking satisfaction of all conditions precedent to the Rehabilitation Plan Amendment, as fully described in the Rehabilitation Exit Term Sheet;

(4)to defend in good faith any suit or other legal or administrative proceeding (other than the Rehabilitation Proceeding) seeking to interfere with, impair, or impede the Rehabilitation Exit Transactions;

(5)to promptly amend the Solicitation Materials as necessary and as may be required by applicable law and promptly distribute such amended Solicitation Materials to the Group;

(6)to not directly or indirectly seek, solicit, support or encourage others to formulate any plan, sale, proposal, offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, restructuring of the Company or the Segregated Account, or any tender offer, settlement offer, exchange offer, or alternative transaction for or involving the Senior Surplus Notes and Deferred Amounts other than the Exchange Offers and Rehabilitation Plan Amendment;

(7)to not object to, nor otherwise commence any proceeding to oppose, the Rehabilitation Exit Transactions or any portion thereof;

(8)subject to the satisfaction or waiver, in the Company’s or Parent’s (as the case may be) sole discretion, of any conditions precedent to the Exchange Offers, to consummate the Exchange Offers, including delivery of all securities required to be issued thereunder concurrently with effectiveness of the Rehabilitation Plan Amendment; and

(9)to the extent within the Ambac Parties’ control, to assist the Rehabilitator in filing the Rehabilitation Plan Amendment to effectuate the Rehabilitation Exit Transactions with the Rehabilitation Court, along with a motion for entry of the Approval Order.

(b)So long as this Agreement has not been terminated in accordance with its terms, each Holder (including, for the avoidance of doubt, any Joining Party) and, solely with respect to subsection (2) below, Parent, agrees and covenants that:

(1)on or prior to the fifteenth (15th) Business Days preceding the scheduled expiration of the Exchange Offers, it shall deposit into an escrow account specified by the Rehabilitator, which account shall be for the benefit of the depositing Holders (the “Escrow Account”), its pro rata share of Senior Surplus Notes with an aggregate principal amount outstanding, which when taken together with accrued and unpaid interest thereon (together, “Total Value”), equal the amount required to be deposited into the Escrow Account by the Holders as set forth in the version of the Transaction Mechanics agreed upon following the Approval Order (the “Sponsoring Holder Notes”) and (ii) Parent shall deposit Notes with a Total Value equal to the amount required to be deposited into the Escrow Account by Parent as set forth in the version of the Transaction Mechanics agreed upon following the Approval Order;

(2)it shall tender and not withdraw all Senior Surplus Notes beneficially owned by it, together with properly completed and duly executed letter(s) of transmittal or Agent’s Message(s) with respect to the Senior Surplus Notes it owns as required by the Solicitation Materials pursuant to and in accordance with the Exchange Offers;

(3)it shall, upon the Closing Date, accept the consideration offered pursuant to the Rehabilitation Plan Amendment in full satisfaction of the Holder Deferred Amounts beneficially owned by it;

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(4)it shall not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any tender offer, settlement offer, exchange offer, or any alternative transaction for or involving the outstanding Senior Surplus Notes and Holder Deferred Amounts other than the Exchange Offers and the Rehabilitation Plan Amendment;

(5)it shall not object to, nor otherwise commence any proceeding to oppose, the Rehabilitation Exit Transactions, it being understood and agreed that each Holder shall not directly or indirectly seek, solicit, support, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company or the Segregated Account;

(6)by signing this Agreement (or Joinder, as applicable), each Holder hereby authorizes the Group’s Counsel to, if requested by the Company or the Rehabilitator, provide to the Company for submission to or filing with the Rehabilitation Court or the Rehabilitator, as the case may be, (i) an affidavit from Group’s Counsel describing the support of the Holders for the Rehabilitation Plan Amendment and related transactions or (ii) a statement of the Holders’ support of the Rehabilitation Plan Amendment and related transactions, in each case in form and substance reasonably acceptable to AAC and the Holders; provided, however, that Holders will not be required to incur material expenses in connection with such filing, and neither the Holders nor Group’s Counsel will be required to or make an appearance in the Rehabilitation Court in support of the Rehabilitation Plan Amendment;

(7)it shall, with respect to all Holder Deferred Amounts beneficially owned by the Holder, deliver a letter of support to the trustee(s) of the trusts holding such Holder Deferred Amounts (each a “Trustee”) requesting that the Trustee not to object to the Rehabilitation Plan Amendment; and

(8)it shall deliver to the Company an executed signature page to the Waiver and Amendment on or prior to the Effective Date of the Plan Amendment, which signature page shall be held in escrow by the Company until the earlier of the termination of this Agreement (in which event it will be returned to the Holder) or immediately prior to the occurrence of the Closing (in which case it will be deemed released to the Company, thus making the Holder a signatory to the Waiver and Amendment, bound by its terms).

(c)Each of the Parties agree that the tendered Senior Surplus Notes accepted by the Company shall be deemed to include all Senior Surplus Notes beneficially owned by the Holder that were the subject of call agreements entered into on June 7, 2010 with the Company.

Section 5.Representations and Warranties.

(a)Each of the Parties, severally and not jointly, represents and warrants to each of the other Parties that the following statements are true and correct as of the date hereof:

(1)Power and Authority. It has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement and the Term Sheets.

(2)Authorization. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part.

(3)No Conflicts. The execution, delivery, and performance by it of this Agreement do not and shall not (i) violate any provision of law, rule, or regulation applicable to it or its certificate of incorporation or by-laws (or other organizational documents) or (ii) conflict with, result in a

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breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party, subject to satisfaction of the conditions set forth in the Term Sheets.

(4)Governmental Consents. The execution, delivery, and performance by it of this Agreement do not and shall not require any registration or filing with, consent or approval of, notice to, or other action to, with, or by, any federal, state, or other governmental authority or regulatory body, except filings made, or such consents or approvals obtained, prior to the date hereof or as may be necessary or required (a) to comply with such Party’s disclosure obligations under relevant securities laws or (b) for approval by OCI or the Rehabilitation Court (including satisfaction of the conditions set forth in the Term Sheets).

(5)Binding Obligation. This Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(6)Proceedings. No litigation or proceeding before any court, arbitrator, or administrative or governmental body is pending against it that would adversely affect its ability to enter into this Agreement or perform its obligations under this Agreement and the Term Sheets.

(b)Each Holder represents and warrants, severally and not jointly, to each of the other Parties that the following statements are true, correct, and complete as of the date hereof:

(1)    Ownership. It is the sole legal and beneficial owner of the Senior Surplus Notes and/or Holder Deferred Amounts in the respective aggregate principal amounts previously provided to the Company by Group’s Counsel and as set forth on its signature page to this Agreement, free and clear of any pledge, lien, security interest, charge, claim, proxy, voting restriction, right of first refusal or other limitation on disposition of any kind and has made no prior assignment, sale or other transfer of, and has not entered into any other agreement to assign, sell or otherwise transfer, in whole or in part, any portion of its rights, title or interests in such Senior Surplus Notes and/or Holder Deferred Amounts. It is entitled to all of the rights and economic benefits of such Senior Surplus Notes and/or Holder Deferred Amounts and has full power and authority to act on behalf of, vote and consent to matters concerning such Senior Surplus Notes and/or Holder Deferred Amounts, including with respect to matters relating to the transactions contemplated by this Agreement and the Term Sheets and dispose of, exchange, assign and transfer and accept satisfaction of such Senior Surplus Notes and/or Holder Deferred Amounts pursuant to the transactions contemplated by this Agreement and the Term Sheets.

(2)    Transfers. It has made no prior assignment, sale, participation, grant, conveyance, or other transfer of, and has not entered into any other agreement to assign, sell, participate, grant, or otherwise transfer, in whole or in part, any right, title, or interests in (or portion thereof) the Senior Surplus Notes and Holder Deferred Amounts referred to in Subsection 5(b)(1), except as permitted by Section 6 hereof.

(3)    Laws. It (i) is a sophisticated investor with respect to the transactions described herein with knowledge and experience in financial and business matters sufficient to evaluate the merits and risks of owning and investing in

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securities similar to the Senior Surplus Notes and Holder Deferred Amounts (including any securities that may be issued in connection with the Rehabilitation Exit Transactions), making an informed decision with respect thereto, and evaluating properly the terms and conditions of this Agreement, and it has made its own analysis and decision to enter in this Agreement, (ii) is (A) either (x) an “institutional accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act, (y) a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act, or (z) a non-U.S. person within the meaning of Rule 902 of the Securities Act, and (B) a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and (iii) it has had the opportunity to meet with management of the Company and to ask questions and review information with respect to the Company’s and the Segregated Account’s business, financial condition, results of operations and financial and operational outlook, and it has obtained all information it deems necessary or appropriate in order to enter into this Agreement and make the investment decision contemplated hereby.

Section 6.Transfer of Senior Surplus Notes and Holder Deferred Amounts.

(a)Each Holder covenants and agrees that, so long as this Agreement has not terminated in accordance with its terms, it shall not, directly or indirectly, sell, pledge, hypothecate, or otherwise transfer any of its Senior Surplus Notes or Holder Deferred Amounts, or any right or interest (voting or otherwise) in any of its Senior Surplus Notes or Holder Deferred Amounts (including, without limitation, any participation therein) (any of the foregoing, an “Ambac Securities Trade”), except in accordance with applicable law, and, in the case of a sale, transfer, assignment or other disposition, to a party that (a) is a Holder, (b) executes and delivers to the Company, concurrently or prior to any binding commitment with respect to such transfer, assignment or other disposition, an agreement in writing, the form of which is attached hereto as Exhibit G, to be bound by all the terms of this Agreement with respect to the relevant Senior Surplus Notes, Holder Deferred Amounts, or other interests being transferred to such purchaser (which agreement shall include the representations and warranties set forth in Section 5 hereof) (a “Joining Party”) or (c) acquires any Senior Surplus Notes or Holder Deferred Amounts as a Qualified Marketmaker (as defined herein) in accordance with Section 6(b). In the event a Holder sells, pledges, hypothecates, or otherwise transfers any Senior Surplus Notes or Holder Deferred Amounts, the Holder shall promptly notify the Joining Holder Agent of such sale, pledge, hypothecation or other transfer. The Joining Holder Agent shall report to the Company upon request the then-current holdings of Holder Deferred Amounts and Senior Surplus Notes of any Holder or Joining Party.

(b)This Agreement shall in no way be construed to preclude any Holder from acquiring additional Senior Surplus Notes or Holder Deferred Amounts. Any additional Senior Surplus Notes or Holder Deferred Amounts acquired by a Holder shall automatically be deemed to be Senior Surplus Notes or Holder Deferred Amounts of such Holder and shall be subject to all of the terms of this Agreement. In the event a Holder purchases or otherwise acquires any Senior Surplus Notes or Holder Deferred Amounts, the Holder shall promptly notify the Joining Holder Agent of such purchase. The Joining Holder Agent shall report to the Company upon request the then-current holdings of Holder Deferred Amounts and Senior Surplus Notes of any Holder or Joining Party. Notwithstanding anything else herein to the contrary, no acquisition of Senior Surplus Notes may be made by any Party within five (5) Business Days of any expiration date of the Exchange Offers without the Company’s prior written consent and contemporaneous notice to counsel for the Company. Notwithstanding anything to the contrary herein, a Qualified Marketmaker that acquires Senior Surplus Notes or Holder Deferred Amounts, subject to Section 6(a), with the purpose and intent of acting as a Qualified Marketmaker for such Senior Surplus Notes or Holder Deferred Amounts will be required to either (A) agree to be bound

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by this Agreement (but solely with respect to such securities so acquired) and to validly and timely tender its Senior Surplus Notes or Holder Deferred Amounts in accordance with the terms and conditions hereof, by executing and delivering to the Company a signature page to this Agreement in the form attached as Exhibit G hereto; notwithstanding anything to the contrary herein, the execution and delivery of such a signature page shall not result in the Qualified Marketmaker being subject to this Agreement or any of the terms hereof with respect to any other Senior Surplus Notes or Holder Deferred Amounts then held or controlled (or subsequently held or controlled) in any way whatsoever by such Qualified Marketmaker, or (B) contemporaneously transfer such Senior Surplus Notes or Holder Deferred Amounts (by purchase, sale, assignment, participation, or otherwise) to a Holder or to a Joining Party in accordance with the consent requirements of Section 6(a) above; provided that such transfer shall permit such Holder or Joining Party, as applicable, sufficient time to validly and timely tender such Senior Surplus Notes or Holder Deferred Amounts prior to any expiration date of the Exchange Offers; provided further that, to the extent any Holder is acting solely in its capacity as a Qualified Marketmaker and not with respect to any securities it owns for its own investment purposes that are unrelated to its activities as a Qualified Marketmaker, it may in its capacity as a Qualified Marketmaker transfer any ownership interests in Senior Surplus Notes or Holder Deferred Amounts that it acquires as a Qualified Marketmaker from a holder that is not a Holder or Joining Party to any transferee that is not a Holder or Joining Party without the requirement that such transferee be or become a Holder or Joining Party. As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims of a Party (or enter with customers into long and short positions in claims against a Party), in its capacity as a dealer or market maker in claims against a Party and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt or other securities).

(c)Notwithstanding anything to the contrary herein, any acquisition or transfer of Senior Surplus Notes or Holder Deferred Amounts by a Holder that does not comply with the procedures set forth in this Agreement shall be null and void ab initio without the need for further action and the Company shall have the right to enforce the voiding of such transfer.

Section 7.Termination by the Group. This Agreement may be terminated by Holders that, in the aggregate, beneficially own at least (i) 66 2/3% of the principal amount outstanding under the Senior Surplus Notes and (ii) 66 2/3% of the principal amount of the Holder Deferred Amounts, held by the Group as a whole, subject to the terms of this Agreement, upon the occurrence of any of the following events (each a “Group Termination Event”), by delivering written notice of the occurrence of such event in accordance with Section 15 below to the other Parties:

(a)(i) within 75 days of the Signing Date, the Rehabilitator has not filed a motion in the Rehabilitation Court seeking entry of the Approval Order, (ii) the Confirmation Hearing (as defined in the Rehabilitation Exit Term Sheet) has not commenced within 180 days of the Signing Date, (iii) the Rehabilitation Exit Transactions have not been consummated within 270 days of the Signing Date, or (iv) the Parties have not satisfied the requirements of Section 3(b) above; provided that if the Rehabilitation Exit Transactions have not been consummated within 365 days of signing the Agreement, each Holder shall have the right to terminate the Agreement with respect to itself; or

(b)the Rehabilitation Exit Transactions or the final Definitive Documents do not conform in all material respects to the Term Sheets with respect to the Rehabilitation Plan Amendment, Exchange Offers or the New Secured Notes, except as approved by the Group in accordance with Section 12 hereof; or

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(c)the Rehabilitator seeks an order or other relief from the Rehabilitation Court or other court of competent jurisdiction (including approval of an amendment to the Existing Plan) inconsistent in any material respect with the Term Sheets, or the Rehabilitation Court or other court of competent jurisdiction issues an order or grants relief (including approval of an amendment to the Existing Plan) inconsistent in any material respect with the Term Sheets; or

(d)a material breach of any of the undertakings, representations, warranties, or covenants set forth in this Agreement by the Ambac Parties that is not, by its terms, curable or that is, by its terms, curable and is not cured by the 25^th day after notice of such breach.

Notwithstanding anything herein to the contrary, a Holder may not seek to terminate this Agreement based upon a Group Termination Event arising out of its own actions or omissions in violation of this Agreement.

Section 8.Termination by the Company. Parent and the Company shall have the right to terminate this Agreement on the occurrence of any of the following events (each a “Company Termination Event”) by giving written notice in accordance with Section 15 below to the other Parties:

(a)the Rehabilitation Exit Transactions have not been consummated within 365 days of the Signing Date; or

(b)the Rehabilitator seeks an order or other relief from the Rehabilitation Court or other court of competent jurisdiction (including approval of an amendment to the Existing Plan) inconsistent in any material respect with the Term Sheets, or the Rehabilitation Court or other court of competent jurisdiction issues an order or grants relief (including approval of an amendment to the Existing Plan) inconsistent in any material respect with the Term Sheets; or

(c)a material breach of any of the undertakings, representations, warranties, or covenants set forth in this Agreement by any Holder that is not, by its terms, curable or that is, by its terms, curable and is not cured by the 25^th day after notice of such breach.

Section 9.Termination of Agreement. Each Party shall have the right to terminate this Agreement on the occurrence of any of the following events by giving written notice in accordance with Section 15 below to the other Parties:

(a)any court of competent jurisdiction has entered a final, non-appealable judgment or order (i) declaring this Agreement or any material portion hereof to be illegal or unenforceable or (ii) restricting, preventing or prohibiting in any material respect the Rehabilitation Exit Transactions in a way that cannot reasonably be remedied by the Parties within the time periods set forth in Sections 7 and 8 hereof; or

(b)the Parties mutually agree to do so upon the receipt of written notice delivered in accordance with Section 15 hereof.

Notwithstanding anything to the contrary in this Agreement, the Term Sheets, or any other agreement, this Agreement shall terminate on the earlier of (a) the election of the Holders to terminate this Agreement upon the occurrence of a Group Termination Event after expiration of any cure periods and satisfaction of any conditions set forth in Section 7 hereof; (b) the election of the Company or AFG to terminate this Agreement upon the occurrence of a Company Termination Event after expiration of any cure periods and satisfaction of any conditions set forth in Section 8 hereof and (c) the consummation of the Rehabilitation Exit Transactions.

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Section 10.Effect of Termination and of Waiver of Termination Event. On the delivery of the written notice referred to in Sections 7, 8, or 9 in connection with the valid termination of this Agreement, the obligations of each of the Parties hereunder shall thereupon terminate and be of no further force and effect (subject to the last sentence of this paragraph). Prior to the delivery of such notice the Group may waive the occurrence of a Group Termination Event and the Company may waive the occurrence of a Company Termination Event. No such waiver shall affect any subsequent termination event or impair any right consequent thereon. Upon termination of this Agreement, no Party shall have any continuing liability or obligation to the other Parties hereunder except as expressly provided otherwise herein; provided, however, that no such termination shall relieve any Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination.

Section 11.Disclosure; Publicity. The Company shall submit to Group’s Counsel drafts of any press releases, public documents and the portion of any and all filings with the SEC that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement or any Rehabilitation Exit Transactions at least two (2) Business Days prior to making any such disclosure. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Company and any Holder, no Party or its Representatives shall disclose to any person or entity (including, for the avoidance of doubt, any other Holder), other than Representatives to the Company, the principal amount or percentage of any Senior Surplus Notes and/or Holder Deferred Amounts held by any Holder, in each case, without such Holder’s prior written consent; provided that any Party may disclose information requested by a Regulator to the Regulator without limitation or notice to any Party or other person; provided further that (x) a Party may not disclose the holdings of any individual Holder to a Regulator if disclosure in the aggregate would be sufficient and (y) if such disclosure is required by law, subpoena, or other legal process or regulation or requested by a Regulator, the disclosing Party shall (A) if legally permissible, afford the relevant Holder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure and (B) seek to have such disclosure made under seal or pursuant to confidentiality restrictions acceptable to such Holder. The Company shall be permitted to disclose the aggregate principal amount or percentage of Senior Surplus Notes and/or Holder Deferred Amounts held by the Group. Notwithstanding the provisions in this Section 11, any Party may disclose, to the extent consented to in writing by a Holder, such Holder’s individual holdings.

Section 12.Amendments. This Agreement may be modified, amended, or supplemented by a written agreement executed by the Company and the Holders that own, in the aggregate, (i) 66 2/3% of the principal amount outstanding under the Senior Surplus Notes and (ii) 66 2/3% of the principal amount of the Holder Deferred Amounts, held by the Group as a whole; provided, however that any modification, amendment or supplement to Section 7, this Section 12, the terms described under the headings “The DPO Offer” and “The AAC Offer” in the Exchange Offer Term Sheet, the terms described under the headings “Initial Exchange,” “Pre-Record Date Deferred Amounts” and “Post-Record Date Deferred Amounts” in the Rehabilitation Exit Term Sheet and the terms described under the headings “Secured Notes,” “Secured Notes Collateral,” “Ambac Note,” “Ambac Note Collateral,” “Maturity,” “Coupon,” Mandatory Prepayment,” “Principal and Interest Payments” and “Payment Preference” in the Secured Notes Term Sheet shall require the prior written consent of each Holder and the Ambac Parties. For the avoidance of doubt, without the prior consent of the Holders, the Company may modify, amend or supplement the Transaction Mechanics to the extent reasonably necessary to mechanically effectuate the economic terms of this Agreement; provided that such modification, amendment or supplement does not impact the economic terms or substantive requirements of this Agreement or the Rehabilitation Exit Transactions.

11

Section 13.Further Assurances. Each of the Parties hereby further covenants and agrees to cooperate in good faith to execute and deliver all further documents and agreements and take all further action that may be commercially reasonably necessary or desirable in order to enforce and effectively implement the terms and conditions of this Agreement. Each Holder acknowledges that the Ambac Parties and the Segregated Account will continue their ongoing remediation, bond purchase and deleveraging efforts, including, but not limited to, through separate transactions with any of the Holders including, without limitation, those that have occurred since January 1, 2017 that are listed on Schedule A attached hereto. Each Holder agrees that it will not directly or indirectly engage in discussions regarding the RMBS Litigations (as defined in the Exchange Offer Term Sheet) with any litigant that is adverse to the Company or the Segregated Account in the RMBS Litigations or otherwise take any action, directly or indirectly, that could reasonably be expected to interfere with the RMBS Litigations, providedhowever, that this sentence shall not prohibit in any way whatsoever, the Holder from exercising any right it has or may have as a named party or directing holder in any litigation.¹ 

Section 14.Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. By its execution and delivery of this Agreement, each of the Parties hereby irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding, shall be brought in a federal court of competent jurisdiction in the Southern District of New York. By execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts and submits to the jurisdiction of such court, generally and unconditionally, with respect to any such action, suit, or proceeding.

Section 15.Notices. All demands, notices, requests, consents, and communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or by courier service, messenger, facsimile, telecopy, or if duly deposited in the mails, by certified or registered mail, postage prepaid-return receipt requested, and shall be deemed to have been duly given or made (i) upon delivery, if delivered personally or by courier service, or messenger, in each case with record of receipt, (ii) upon transmission with confirmed delivery, if sent by facsimile or telecopy, or (iii) two (2) Business Days after being sent by certified or registered mail, postage pre-paid, return receipt requested, to the following addresses, or such other addresses as may be furnished hereafter by notice in writing, to the following parties:

____________________

¹  For the avoidance of doubt, this provision is not intended to prohibit discussions that are unrelated to the RMBS Litigations nor is it intended to prevent a Holder from communicating to any person that it is unable to discuss or comment on the RMBS Litigations.

12

If to Parent, the Company, or any of their subsidiaries, to:

Ambac Assurance CorporationOne State Street PlazaNew York, NY 10004Facsimile: (212) 208-3414Attn:    Stephen M. Ksenak, Esq.

with a copy to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Facsimile: (212) 521-7036
Attn:    Steven J. Slutzky, Esq.

with a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Facsimile: (212) 310-8007

Attn:    Gary T. Holtzer, Esq.

Joseph T. Verdesca, Esq.

If to the Group, or any Holder, to:

Houlihan Lokey Howard & Zukin
245 Park Avenue, 20^th Floor
New York, NY 10167
Facsimile: (612) 338-2938Attn:    Fred Vescio

with a copy to:

Schulte Roth & Zabel LLP
919 Third AvenueNew York, NY 10022
Facsimile: (212) 593-5955
Attn:    Brian D. Pfeiffer, Esq.

If to the Joining Holder Agent, to the contact information to be posted on the Ambac Parties’ website at www.ambac.com.

Section 16.Entire Agreement; Survival. This Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subject matter hereof, and supersedes all prior agreements with respect to the subject matter hereof; except that the Parties acknowledge that any confidentiality agreements executed between the Company and any Holder prior to the execution of this Agreement shall continue in full force and effect. Except as expressly provided otherwise herein, none of the covenants or agreements of the Parties contained in this Agreement shall survive consummation of the Rehabilitation Exit Transactions.

13

Section 17.Settlement Discussions. This Agreement and the Term Sheet are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.

Section 18.Headings. The headings of the paragraphs and subparagraphs of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

Section 19.Successors and Assigns. This Agreement is intended to bind and inure to the benefit of the Parties and their respective permitted successors and assigns, provided, however, that nothing contained in this paragraph shall be deemed to permit sales, assignments, or transfers other than in accordance with Section 6.

Section 20.Specific Performance. Each Party hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause other parties to sustain damages for which such parties would not have an adequate remedy at law for money damages, and therefore each Party hereto agrees that in the event of any such breach, such other parties shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which such parties may be entitled, at law or in equity.

Section 21.Several, Not Joint, Obligations. The agreements, representations, and obligations of the Parties under this Agreement are, in all respects, several and not joint.

Section 22.Remedies Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

Section 23.No Waiver. The failure of any Party hereto to exercise any right, power, or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other Party hereto with its obligations hereunder, and any custom or practice of the Parties at variance with the terms hereof, shall not constitute a waiver by such Party of its right to exercise any such or other right, power, or remedy or to demand such compliance.

Section 24.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Delivery of an executed signature page of this Agreement by telecopier or email shall be as effective as delivery of a manually executed signature page of this Agreement.

Section 25.Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 26.No Third-Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties, and no other person or entity shall be a third party beneficiary hereof.

Section 27.Additional Parties. Without in any way limiting the provisions hereof, additional holders of Senior Surplus Notes and/or Holder Deferred Amounts may elect to become Parties

14

by executing and delivering to the Company a counterpart hereof. Each such additional holder shall become a Party to this Agreement as a Holder in accordance with the terms of this Agreement.

Section 28.No Solicitation. This Agreement is not intended to be, and each signatory to this Agreement acknowledges that this Agreement is not, a solicitation with respect to the Exchange Offers or the other transactions contemplated by the Rehabilitation Exit Transactions.

Section 29.Consideration. It is hereby acknowledged by the Parties hereto that, other than as described or permitted herein and in the Term Sheets, no consideration shall be due or paid to the Holders for their agreement to tender their Holder Deferred Amounts and/or Senior Surplus Notes in the Exchange Offers, cast a vote in favor of the Waiver and Amendment or not object to the Rehabilitation Plan Amendment in accordance with the terms and conditions of this Agreement.

Section 30.Receipt of Adequate Information; Representation by Counsel. Each Party acknowledges that it has received adequate information to enter into this Agreement and that it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party shall have no application and is expressly waived. The provisions of the Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties.

Section 31.Interpretation. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

[Signature Page Follows]

15

IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of the date first above written.

AMBAC ASSURANCE CORPORATION

By: /s/ Claude LeBlanc            

Name:     Claude LeBlanc

Title:     President and Chief Executive Officer

AMBAC FINANCIAL GROUP, INC.

By: /s/ Claude LeBlanc            

Name:     Claude LeBlanc

Title:     President and Chief Executive Officer

[Signature Page – Rehabilitation Exit Support Agreement]

The undersigned’s holdings have been separately certified to the Ambac Parties by the Group’s Counsel.

AMUNDI ABSOLUTE RETURN CANYON FUND P.L.C.,
in respect of Amundi Absolute Return Canyon Reflection Fund
By:	Canyon Capital Advisors LLC,
	its Trading Manager
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

CANYON-ASP FUND, L.P.
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

CANYON BALANCED MASTER FUND, LTD.
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

THE CANYON VALUE REALIZATION MASTER FUND, L.P.
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

[Signature Page – Rehabilitation Exit Support Agreement]

The undersigned’s holdings have been separately certified to the Ambac Parties by the Group’s Counsel.

CANYON BLUE CREDIT INVESTMENT FUND, L.P.
By:	Canyon Capital Advisors LLC,
	its Co-Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory
By:	Canyon Partners Real Estate LLC,
	its Co-Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

CANYON GRF MASTER FUND II, L.P.
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

CANYON DISTRESSED OPPORTUNITY INVESTING FUND II, L.P.
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

[Signature Page – Rehabilitation Exit Support Agreement]

The undersigned’s holdings have been separately certified to the Ambac Parties by the Group’s Counsel.

CANYON NZ-DOF INVESTING, L.P.
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

PERMAL CANYON IO LTD.
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

P CANYON IE, a sub-fund of Permal Managed Account Platform ICAV
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

CANYON VALUE REALIZATION MAC 18 LTD.
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

[Signature Page – Rehabilitation Exit Support Agreement]

The undersigned’s holdings have been separately certified to the Ambac Parties by the Group’s Counsel.

CANYON VALUE REALIZATION FUND, L.P.
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

WELLS FARGO ADVANTAGE ALTERNATIVE STRATEGIES FUND
By:	River Canyon Fund Management LLC,
	its Investment Sub-Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

CANYON DISTRESSED OPPORTUNITY MASTER FUND II, L.P.
By:	Canyon Capital Advisors LLC,
	its Investment Advisor
	/s/ Jonathan M. Kaplan
By:	Jonathan M. Kaplan
Title:	Authorized Signatory

[Signature Page – Rehabilitation Exit Support Agreement]

The undersigned’s holdings have been separately certified to the Ambac Parties by the Group’s Counsel.

CVI CVF III LUX SECURITIES S.A.R.L.
	/s/ Cecile Gadisseur
By:	Cecile Gadisseur
Its:	Manager

CVI CVF II LUX SECURITIES TRADING S.A.R.L.
	/s/ Cecile Gadisseur
By:	Cecile Gadisseur
Its:	Manager

CVIC LUX SECURITIES TRADING S.A.R.L.
	/s/ Cecile Gadisseur
By:	Cecile Gadisseur
Its:	Manager

CARVAL GCF LUX SECURITIES S.A.R.L.
	/s/ Cecile Gadisseur
By:	Cecile Gadisseur
Its:	Manager

CVI CHVF LUX SECURITIES S.A.R.L.
	/s/ Cecile Gadisseur
By:	Cecile Gadisseur
Its:	Manager

CVIC II LUX SECURITIES TRADING S.A.R.L.
	/s/ Cecile Gadisseur
By:	Cecile Gadisseur
Its:	Manager

[Signature Page – Rehabilitation Exit Support Agreement]

CVI AA LUX SECURITIES S.A.R.L.
	/s/ Cecile Gadisseur
By:	Cecile Gadisseur
Its:	Manager

CVF LUX SECURITIES TRADING S.A.R.L.
	/s/ Cecile Gadisseur
By:	Cecile Gadisseur
Its:	Manager

[Signature Page – Rehabilitation Exit Support Agreement]

The undersigned’s holdings have been separately certified to the Ambac Parties by the Group’s Counsel.

CVI IOF MASTER FUND LP
By:	CarVal IOF GP LP, its general partner
By:	CarVal Carry GP Corp., its general partner
	/s/ James Ganley
By:	James Ganley
Its:	Director

[Signature Page – Rehabilitation Exit Support Agreement]

The undersigned’s holdings have been separately certified to the Ambac Parties by the Group’s Counsel.

CENTERBRIDGE CREDIT PARTNERS, L.P.
By:	Centerbridge Credit Partners General Partner, L.P.,
	its general partner
	/s/ Richard Grissinger
By:	Richard Grissinger
Title:	Authorized Signatory

CENTERBRIDGE CREDIT PARTNERS MASTER, L.P.
By:	Centerbridge Credit Partners Offshore General Partner, L.P., its general partner
	/s/ Richard Grissinger
By:	Richard Grissinger
Title:	Authorized Signatory

CENTERBRIDGE SPECIAL CREDIT PARTNERS, L.P.
By:	Centerbridge Special Credit Partners
	General Partner, L.P., its general partner
	/s/ Richard Grissinger
By:	Richard Grissinger
Title:	Authorized Signatory

CENTERBRIDGE SPECIAL CREDIT PARTNERS II, L.P.
By:	Centerbridge Special Credit Partners
	General Partner II, L.P., its general partner
	/s/ Richard Grissinger
By:	Richard Grissinger
Title:	Authorized Signatory

[Signature Page – Rehabilitation Exit Support Agreement]

The undersigned’s holdings have been separately certified to the Ambac Parties by the Group’s Counsel.

M.H. DAVIDSON & CO.
By:	M.H. Davidson & Co. GP, L.L.C.,
	its general partner
	/s/ Patrick Dennis
By:	Patrick Dennis
Title:	Managing Member

DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.
By:	Davidson Kempner Advisers, Inc.,
	its general partner
	/s/ Patrick Dennis
By:	Patrick Dennis
Title:	Principal

DAVIDSON KEMPNER PARTNERS
By:	MHD Management Co., its general partner
	MHD Management Co. GP, L.L.C., its general partner
	/s/ Patrick Dennis
By:	Patrick Dennis
Title:	Managing Member

DAVIDSON KEMPNER INTERNATIONAL, LTD.
By:	Davidson Kempner Capital Management LP,
	its investment manager
	/s/ Patrick Dennis
By:	Patrick Dennis
Title:	Managing Member

[Signature Page – Rehabilitation Exit Support Agreement]

The undersigned’s holdings have been separately certified to the Ambac Parties by the Group’s Counsel.

DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP
By:	DK Group LLC,
	its general partner
	/s/ Patrick Dennis
By:	Patrick Dennis
Title:	Managing Member

DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.
By:	DK Management Partners LP,
	its investment manager
	/s/ Patrick Dennis
By:	Patrick Dennis
Title:	Limited Partner

DAVIDSON KEMPNER LONG-TERM DISTRESSED OPPORTUNITIES FUND LP
By:	Davidson Kempner Long-Term Distressed Opportunities GP LLC, its general partner
	/s/ Patrick Dennis
By:	Patrick Dennis
Title:	Managing Member

DAVIDSON KEMPNER LONG-TERM DISTRESSED OPPORTUNITIES INTERNATIONAL MASTER FUND LP
By:	Davidson Kempner Long-Term Distressed Opportunities GP LLC, its general partner
	/s/ Patrick Dennis
By:	Patrick Dennis
Title:	Managing Member

[Signature Page – Rehabilitation Exit Support Agreement]

The undersigned’s holdings have been separately certified to the Ambac Parties by the Group’s Counsel.

EJF CAPITAL LLC,
as Manager and Sole Member of certain affiliated entities holding Senior Surplus Notes and Deferred Amounts
	/s/ Neal Wilson
By:	Neal Wilson
Title:	Chief Operating Officer

[Signature Page – Rehabilitation Exit Support Agreement]

Notwithstanding anything to the contrary set forth in the foregoing Rehabilitation Exit Support Agreement (“RESA”), (A) this signature page only applies to AXONIC CREDIT OPPORTUNITIES MASTER FUND, LP (the “Fund”) ’s Senior Surplus Notes in an original principal amount of $[intentionally omitted] (current face amount of $[intentionally omitted]) (the “Affected Amount”) and does not apply to any of its other holdings of Senior Surplus Notes or its Holder Deferred Amounts and (B) in order to allow the Fund’s existing financing of the Affected Amount of the Senior Surplus Notes to continue until it terminates in accordance with its terms or at the earlier election of the Fund, the Fund will have no liability under its representations and warranties under Sections 5(b)(1) or (2) or 6 of the RESA concerning its existing financing of the Affected Amount of the Senior Surplus Notes until August 8, 2017.

AXONIC CREDIT OPPORTUNITIES MASTER FUND, LP,

BY AXONIC CAPITAL LLC, ITS INVESTMENT MANAGER,

By: /s/ Jamshed Engineer        

Name: JAMSHED ENGINEER

Title: AUTHORIZED SIGNATORY

Address: 390 PARK AVE., 15^TH FLR., New York New York 10022
Attn.:DIRECTOR OF OPERATIONS

Principal Amount of Senior Surplus Notes Owned:	$[intentionally omitted]
Accrued and Unapproved Interest on Senior Surplus Notes Owned:	$[intentionally omitted]
Total Senior Surplus Notes Owned:	$[intentionally omitted]
Principal Amount Holder Deferred Amounts Owned:	$[intentionally omitted]
Accrued and Unpaid Payments on Holder Deferred Amounts Owned:	$[intentionally omitted]

[Signature Page – Rehabilitation Exit Support Agreement]

Exhibit ARehabilitation Exit Term Sheet

(see attached)

Exhibit A

SEGREGATED ACCOUNT OF AMBAC ASSURANCE CORPORATIONPLAN AMENDMENT TERM SHEET

This Term Sheet¹ sets forth the principal terms of the Amendment (the “PlanAmendment”) to the Plan of Rehabilitation (as amended or modified before the date of this Term Sheet, the “Plan”) of the Segregated Account of Ambac Assurance Corporation (“AAC”) to be filed in the Circuit Court for Dane County, State of Wisconsin (the “Court”) in the Rehabilitation Proceeding. As reflected in the rehabilitation exit support agreement dated July 19, 2017 (the “Rehabilitation Exit Support Agreement”), by and among AAC, AFG, and certain of the Segregated Account’s policyholders, creditors, and other claimants (the “Consenting Creditors”), to which the Term Sheet is an exhibit, this Plan Amendment is supported by AAC, AFG, and the Consenting Creditors.

THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REHABILITATION, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES OR OTHER APPLICABLE LAWS.

Introduction
General:	The Plan Amendment is intended to allow for: • amendment of the existing Plan to provide for the satisfaction and discharge in full of all Deferred Amounts with the consideration specified below; • conclusion of the Segregated Account’s rehabilitation; • termination of the Rehabilitation Proceeding; • merger of the Segregated Account back into AAC (“Merger”); and • payment of all future claims in full in cash on a going-forward basis.
Key Dates
Effective Date:	The date on which the Closing Conditions (as defined below) have been satisfied or waived by the Rehabilitator in his sole discretion.
Record Date:	The date the Court enters the order (the “Confirmation Order”) approving the Plan Amendment.

¹  Capitalized terms used but not otherwise herein defined have the meanings ascribed to them in the Plan and the Rehabilitation Exit Support Agreement, each as the case may be.

2

Deferred Amount Treatment
Initial Exchange:2	The Plan Amendment will provide that, on the Effective Date, an aggregate of $298 million in Deferred Amounts (including Accretion Amounts) 3 outstanding as of the Record Date be transferred pro rata from all holders of Deferred Amounts (other than AAC and Ambac Financial Group, Inc. (“AFG,” collectively with AAC and the Segregated Account, the “Ambac Parties”)) (i) to AFG in exchange for AFG’s transfer of $132 million (principal plus accrued interest)4 of GA SSNs (as defined below) to such holders and (ii) to the third-party holders of GA SSNs who are signatories to the Rehabilitation Exit Support Agreement (the “Sponsoring GA SSN Holders”) in exchange for the Sponsoring GA SSN Holders’ transfer of $166 million (principal plus accrued interest)5 of GA SSNs (as defined below) to such holders (collectively, the “Initial Exchange”). The Initial Exchange will be effectuated pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”). 6
Pre-Record Date Deferred Amounts:7	Immediately after the Initial Exchange, pursuant to Section 2.02 of the Plan and Section 2.04 of the Payment Guidelines, each Deferred Amount established by the Rehabilitator based on Permitted Policy Claims arising from a right to payment occurring prior to the Record Date (collectively, “Pre-Record Date Deferred Amounts”) shall receive the following consideration: • 45.7% in legal tender of the United States of America (“Cash”); and • 46.9% in Senior Secured Notes pursuant to an offering made under Section 3(a)(10) of the Securities Act (together with the Cash and the Senior Secured Notes, the “Deferred Amount Consideration”). Notwithstanding the foregoing, any Pre-Record Date Deferred Amounts held by AFG (including Deferred Amounts received by AFG in the Initial Exchange) shall receive Senior Secured Notes in lieu of the Cash to which it would otherwise be entitled, such that AFG’s Deferred Amount Consideration shall consist exclusively of 91.3% in Senior Secured Notes. To the extent provided by the Existing Plan, accretion shall be payable on such Pre-Record Date Deferred Amounts for the period from the Record Date until the Effective Date. The remaining 7.4% of all Pre-Record Date Deferred Amounts not held by AFG and 8.7% of Pre-Record Date Deferred Amounts held by AFG shall be discharged without further consideration (the “Discharged Deferred Amount”). The Discharged Deferred Amount will serve to discharge any related Accretion Amounts. If the related Accretion Amount is less than 7.4% of any Pre-Record Date Deferred Amount, then the remainder of the Discharged Deferred Amount shall serve to discharge a portion of the applicable outstanding Deferred Amount. Should the Ambac Parties settle any of the RMBS Litigation (as defined in the Senior Secured Notes Term Sheet) before the Effective Date, any proceeds received by the Ambac Parties from such settlement shall replace Senior Secured Notes having a face amount equal to the amount of such proceeds that would otherwise be issued as Senior Secured Notes Consideration, in each case to the extent such proceeds would have been payable to holders of Senior Secured Notes had such settlement proceeds been instead received immediately after issuance of the Senior Secured Notes.

²  All amounts referenced in this Term Sheet are current estimates assuming a transaction closing date of June 30, 2018 and are subject to change pending a final reconciliation of Policy Claims and Deferred Amounts.

³  Equal to 12.5% of all Deferred Amounts (including outstanding Accretion Amounts) not held by AFG or AAC (the “Third Party Deferred Amounts”).

⁴  Equal to all (i) GA SSNs and SA SSNs held by AFG as of the Record Date less (ii) $100 million, less (iii) accrued and unpaid interest on $100 million of SSNs between June 30, 2017 and the Record Date.

⁵  Equal to 12.5% of all Third Party Deferred Amounts less the amount specified in footnote 5.

⁶  The various steps and transactions that constitute the Initial Exchange are detailed in the transaction mechanics presentation annexed hereto as Exhibit B (the “Transaction Mechanics”).

⁷  Any percentages referenced herein are subject to (i) final determination of the outstanding amounts of Third Party Deferred Amounts and (ii) the total issuance of Senior Secured Notes.

3

Post-Record Date Permitted Policy Claims:	All Permitted Policy Claims arising from a right to payment occurring on or after the Record Date (collectively, “Post-Record Date Permitted Policy Claims”) shall, subject to the Effective Date, receive payment in Cash in full in accordance with the terms of the relevant Policy. Post-Record Date Permitted Policy Claims shall be paid in full in Cash; provided, however, that if the Rehabilitation Exit Support Agreement is terminated prior to the occurrence of the Effective Date, the Rehabilitator shall reset the IPP for such Claims to 45% and establish Deferred Amounts for the balance of such Claims to be paid in accordance with the Plan.
Netting of Recoveries	Deferred Amount Consideration issuable with respect to any Deferred Amount, and Cash payable with respect to any Post-Record Date Deferred Amount, shall be reduced by the amount of any settlements, payments, distributions, or other recoveries received by the holder(s) of such Deferred Amount since the establishment of such Deferred Amount.
Source of Consideration:	The Cash will be paid by the Segregated Account, which will obtain such Cash from AAC pursuant to the Segregated Account’s rights under the Reinsurance Agreement. The Senior Secured Notes will be issued by a special purpose entity established by AAC to holders of Deferred Amounts on behalf of the Segregated Account, in satisfaction of AAC’s obligations to the Segregated Account under the Reinsurance Agreement, and will be based on the terms and conditions set forth in the term sheet attached as an exhibit to the Rehabilitation Exit Support Agreement (the “Senior Secured Notes Term Sheet”).
Classification and Treatment of Claims
Administrative Claims:	All Permitted Administrative Claims shall be satisfied or otherwise paid in the ordinary course as they come due.
Deferred Amounts:	As described under “Deferred Amount Treatment” above.
Senior Surplus Notes of the Segregated Account (“SA SSNs”)	Effective immediately prior to the Effective Date, Section 2.05 of the Plan shall be deleted from the Plan and be of no further force or effect. • Holders of SA SSNs will not be entitled to any payment or other consideration arising out of, as a result of, or related to, the Plan Amendment, including any portion of the Deferred Amount Consideration. • The Plan Amendment will not limit any rights of holders of SA SSNs to receive amounts to which they would be entitled by operation of Section 2.05 of the Plan to the extent arising from distributions made under the Plan prior to the Effective Date. SA SSNs will continue to remain outstanding after the Effective Date as Remaining Senior Surplus Notes, with AAC, as the obligor thereunder as a result of the Merger.
Junior Surplus Notes of the Segregated Account (“SA JSNs”):	Holders of SA JSNs will not be entitled to any payment or other consideration arising out of, as a result of or related to the Plan Amendment, including any portion of the Deferred Amount Consideration. SA JSNs will continue to remain outstanding after the Effective Date, with AAC as the obligor thereunder as a result of the Merger.
Implementation
Distribution Procedures:	From and after the Effective Date, Trustees receiving Deferred Amount Consideration will, on the next occurring Bond Distribution Date, distribute such Deferred Amount Consideration to the holders of securities insured by the policies to which such Deferred Amount Consideration relates.
Requested Court Findings	The Rehabilitator intends to request that the Court make the findings of fact and conclusions of law set forth on Exhibit A in connection with the Court’s approval of the Plan Amendment.

4

Termination of Intracompany Agreements:	On the Effective Date, without further action by the Court, the Reinsurance Agreement, the Secured Note, the Cooperation Agreement, and the Management Agreement will terminate and no longer be of any force or effect, all of AAC’s obligations thereunder will be deemed to have been satisfied in full and AAC will have no further obligation thereunder.
Termination of Rehabilitation Proceeding:	The Rehabilitation Proceeding will terminate on the Effective Date without further action of the Court. AAC will resume possession of its property and the conduct of its business upon termination of the Rehabilitation Proceeding.
Termination of Duties of Rehabilitator:	On the Effective Date, the Rehabilitator will be discharged of all duties as Rehabilitator and the Rehabilitator’s employees and appointed agents will be discharged of their duties, if any, with respect to the rehabilitation of the Segregated Account. The Rehabilitator and his employees and appointed agents will have no liability for actions taken by AAC from and after the Effective Date.
Notice Mechanics	The Rehabilitator will give notice of the Plan Amendment and Amended Disclosure Statement by: • Posting them to the Website on the date that the Rehabilitator files a motion to amend the Plan; • Distributing them to policyholders by first-class mail; and • By publication in (a) USA Today, National Edition, (b) the Milwaukee Journal Sentinel, and (c) and any other newspaper designated by the Rehabilitator in his sole discretion. On the Effective Date, or as soon as reasonably practicable thereafter, the Rehabilitator will post a notice to the Website advising of the Effective Date of the confirmed Plan Amendment (the “Amended Plan”).
Conditions to Plan Effectiveness

5

Conditions to Effectiveness of Plan Amendment :

Unless otherwise specified herein, the Effective Date shall be conditioned upon each of the following conditions having been satisfied or waived by the Rehabilitator in his sole discretion (collectively, the “Closing Conditions”): • The Plan Amendment will have been approved by the Court, including an approval as to the procedural and substantive fairness of the terms and conditions of the issuance of the Senior Secured Notes and the exchange of Deferred Amounts for GA SSNs pursuant to the Initial Exchange, in form and substance satisfactory to the Rehabilitator and consistent with the requirements of Section 3(a)(10) under the Securities Act and any “Blue Sky” laws required for the issuance of the Senior Secured Notes and the exchange of Deferred Amounts for GA SSNs pursuant to the Initial Exchange,and such order will have become a Final Order; • As of the Effective Date, AAC will have sufficient capital and claims-paying resources to effect all of the transactions contemplated hereto and to exit rehabilitation; • The conditions (other than effectiveness of the Amended Plan) to consummation of the Exchange Offers (as such term is defined in the Exchange Offer Term Sheet annexed to the Rehabilitation Exit Support Agreement) will have been satisfied or waived in full in accordance with the terms thereof; • AFG will have received from the Internal Revenue Service a ruling, in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, that neither (i) the satisfaction of the Deferred Amounts pursuant to the Plan Amendment nor (ii) any exchange by AAC for Senior Surplus Notes contemplated by the Definitive Documents will be a “designated event” for purposes of Internal Revenue Service Notice 2004-37; and • AAC will have received opinions from Sidley Austin LLP regarding the tax treatment of those aspects of the Transaction Mechanics, Plan Amendment, Exchange Offers, Waiver and Amendment, and certain transactions entered into to satisfy the condition regarding capital and claims-paying resources described above, that are relevant to the continued affiliation of AAC with AFG for federal income tax purposes, to the continued availability of AAC’s net operating losses, and to REMIC matters, with such opinions in form and substance satisfactory to the Rehabilitator and reasonably satisfactory to AAC; provided that this Closing Condition may only be waived by AAC in its sole discretion.

General Provisions

6

No Defaults:	On the Effective Date, any default, event of default, or other event or circumstance relating to AAC, the Segregated Account, or any subsidiary thereof, then existing or alleged to exist (or that would exist with the passing of time or the giving of notice or both), under any agreement will be deemed to be cured and not to have occurred or existed, now, in the past or in the future, to the extent such default, event of default, or other event or circumstance is, or is alleged to be, due or relating to, or arising under or as a result of, the terms, existence, execution, delivery, performance in accordance with the terms thereof or the creation or consummation (in each case as applicable) of: (i) any Plan Amendments; (ii) the Plan or any previous versions of the Plan; (iii) the Segregated Account; (iv) the Merger; (v) the Exchange Offers; (vi) the Definitive Documents; (vii) the Rehabilitation Proceeding and all orders of the Rehabilitation Court entered therein; (viii) the grounds for the Rehabilitation Proceeding; (ix) the failure of AAC or the Segregated Account to pay any amount prior to the Effective Date under any Policy or Transaction Document; (x) the financial condition of AAC prior to the Effective Date resulting from the Rehabilitation Proceeding or the grounds for the Rehabilitation Proceeding; or (xi) noncompliance by AAC or the Segregated Account with any provision of any Policy or Transaction Document prior to the Effective Date (collectively, the “Rehabilitation Circumstances”). The foregoing shall apply to, among other things, determination of control rights, waterfall priority, subrogation and entitlement to distributions and reimbursements under documents governing transactions as to which the Segregated Account or AAC had issued a financial guaranty policy.
Releases:	As of the Effective Date, all holders and beneficial holders of Deferred Amounts shall release unconditionally and forever each of (i) the Ambac Parties, (ii) the Rehabilitator, (iii) the attorneys, agents, advisors, representatives, officers, directors, and employees of each of the Ambac Parties and the Rehabilitator, and any advisors retained by the Representatives (as defined below) of the foregoing (collectively, the “Representatives”), from any and all Causes of Action based in whole or in part on any act, omission, transaction, event or other occurrence taking place on or prior to the date of the Order of Rehabilitation and arising from or relating to the operation of the Rehabilitation Proceeding (including the Rehabilitation Circumstances, the commencement of the Rehabilitation Proceeding, the preparations therefor, negotiations relating thereto, any restructuring work relating thereto and preparation of the Amended Plan); provided that the foregoing shall not affect the liability of any such Person that otherwise would result from any act or omission that is determined by a Final Order to constitute willful misconduct, gross negligence, intentional fraud, criminal conduct, intentional unauthorized misuse of confidential information that causes damages or ultra vires acts.
Discharge:	On the Effective Date, all obligations of the Segregated Account to the extent arising on or prior to the Effective Date will be deemed discharged in full, including without limitation with respect to Policy Claims arising prior to the Record Date. The foregoing will not limit: • rights of Segregated Account policyholders as to which a Deferred Amount is outstanding as of the Record Date to receive the Deferred Amount Consideration in accordance with the terms of the Amended Plan; • rights of holders of Post-Record Date Claims to receive payment in full in cash of valid Policy Claims arising on and after the Record Date; and • rights provided to holders of SA SSNs and SA JSNs under the express terms of such instruments (it being understood that the obligor under such instruments will be AAC, after giving effect to the Merger).

7

Exculpation:	As of the Effective Date, each of (i) the Ambac Parties, (ii) the Rehabilitator, (iii) the Sponsoring GA SSN Holders, (iv) the Representatives and employees of each of the Ambac Parties, the Rehabilitator, the Sponsoring GA SSN Holders, and any advisors retained by the Representatives of the foregoing, and (v) the directors, officers, and employees of the Ambac Parties, the Sponsoring GA SSN Holders, and any advisors retained by the Representatives of the foregoing (collectively, the “Exculpated Parties”), are exculpated from any and all Causes of Action based in whole or in part on any act, omission, transaction, event or other occurrence arising out of, in connection with or otherwise relating to the Rehabilitation Proceeding (including the commencement of the Rehabilitation Proceeding, the preparation therefor, negotiations relating thereto, any restructuring work relating thereto, any Court orders sought or obtained, and the administration of the Rehabilitation Proceeding), the Disclosure Statement (including the Disclosure Statement’s formulation, negotiation, preparation and dissemination), the Plan and the Plan Amendment (including the Plan and Plan Amendment’s formulation, negotiation, preparation, dissemination and approval) or any contract, instrument, document or other agreement entered into as part of or pursuant to the Amended Plan (collectively, the “Exculpated Causes of Action”); provided that the foregoing shall not affect the liability of any such Person that (i) arises out of any uncured breach of the Rehabilitation Exit Support Agreement or (ii) otherwise would result from any act or omission that is determined by a Final Order to constitute willful misconduct, gross negligence, intentional fraud, criminal conduct, intentional unauthorized misuse of confidential information that causes damages or ultra vires acts.
Injunction:	Except as provided in the Definitive Documents (e.g., Post-Effective Date Resolution of Disputes Regarding Policy Claims), as of the Effective Date, all persons and entities will be precluded from asserting against the Ambac Parties, or their respective successors or property or any of their respective current or former members, shareholders, affiliates, officers, directors, employees or agents, any Deferred Amounts, obligations, rights, causes of action or liabilities, based upon any act, omission, transaction, or other activity of any kind or nature to the extent arising out of the Rehabilitation Circumstances. Without limiting the foregoing, the following actions with respect to a Deferred Amount will be enjoined: • commencing or continuing in any manner any action or other proceeding on account of such Deferred Amount, or the property to be distributed under the terms of the Amended Plan, other than to enforce any right to the Deferred Amount Consideration; • enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against the Ambac Parties; • creating, perfecting, or enforcing any Lien or other encumbrance against property of the Ambac Parties, or any property to be distributed under the terms of the Amended Plan; • asserting any right of setoff, subrogation, or recoupment of any kind, directly or indirectly, against any obligation due to the Ambac Parties, or any direct or indirect transferee of any property of, or successor in interest to, the Ambac Parties as prohibited by Wis. Stat. § 645.56; and • acting or proceeding in any manner, in any place whatsoever, that does not comply with the provisions of the Amended Plan.
Preservation of Causes of Action:	Except to the extent expressly released under the Amended Plan, AAC will retain all rights to commence and pursue any and all claims and causes of action, including those of the Segregated Account.
Definitive Documents and Due Diligence:	This Term Sheet is indicative, and non-binding, and any final agreement will be subject to the Definitive Documents. The Definitive Documents will contain terms, conditions, representations, warranties, and covenants, each customary for the transactions described herein consistent with the terms of this Term Sheet.

8

Retention of Jurisdiction:	The Rehabilitation Court will retain exclusive jurisdiction to hear and determine all matters arising out of, or related to, the implementation, interpretation and/or enforcement of the Confirmation Order, the Rehabilitation Proceeding, and the Amended Plan.
Pre-Effective Date resolution of Disputes regarding Deferred Amounts:	The Effective Date shall have no effect on, and shall not otherwise provide additional rights to holders of Deferred Amounts, prior to the Effective Date, where any Claims relating to such Deferred Amounts have been Permitted, Disallowed, satisfied, terminated, commuted, or extinguished pursuant to the Plan.
Post-Effective Date Resolution of Disputes regarding Policy Claims:	From and after the Effective Date, AAC will be empowered to dispute, settle and otherwise resolve any disputes regarding Policy Claims that are based on events, occurrences, and circumstances occurring before the Effective Date, and are otherwise not Permitted before the Effective Date (including as to their calculation, allowance, allocation and payment) pursuant to dispute resolution procedures to be included in the Amended Plan, which shall be substantially consistent with the dispute resolution procedures included in the Plan and which shall be reasonably acceptable to AAC, the Rehabilitator, and the Sponsoring GA SSN Holders (the “Dispute Resolution Procedures”). Disputes resolved in accordance with the Dispute Resolution Procedures shall be binding on holders of such Policy Claims.
Payment of ACP Obligations:	Distribution of Deferred Amount Consideration on account of Policy Claims related to the obligation of Ambac Credit Products, LLC (“ACP”) under certain related credit default swaps, shall be deemed payment by ACP of its obligations under such credit default swap.
Plan Applicable until Effective Date:	With respect to periods preceding the Effective Date, the Plan and all orders from the Court will remain in full force and effect in all respects, including with respect to: • allowance, determination, payment and dispute of Claims and Deferred Amounts; • disallowance of Claims not filed in accordance with the timing and other requirements of the Plan; • the validity of any action, determination or other matter effected prior to the Effective Date pursuant to the Plan; and • utilization of Alternative Resolutions to resolve Claims and Deferred Amounts. With effect from and after the Effective Date, the Amended Plan shall supersede the Plan and, to the extent inconsistent with the Amended Plan, all orders from the Rehabilitation Court, in all respects.

9

EXHIBIT A

Requested Findings of Rehabilitation Court

◦ The evidence provided by the Rehabilitator establishes just and sufficient cause to grant the relief requested;

◦ The relief requested by the Rehabilitator is in the best interests of, and fair and equitable to, the Segregated Account’s policyholders, creditors and other claimants;

◦ Subject to satisfaction or waiver by the Rehabilitator of the conditions to effectiveness of the Plan Amendment, the rehabilitation has been accomplished and the grounds for rehabilitation no longer exist;

◦ The Rehabilitator’s disclosures regarding the Plan Amendment were sufficient for the Court and the public to assess the fairness and rational basis of the Plan Amendment and its specific provisions;

◦ Policyholders and all other parties-in-interest were afforded fair and reasonable notice and opportunity to be heard concerning approval of the Plan Amendment and its provisions;

◦ The Rehabilitator provided sufficient information to the Court in connection with the approval of the Plan Amendment to determine the value of the claims or interests to be treated pursuant to the Plan Amendment;

◦ The Plan Amendment is consistent with the priority structure of Wis. Stat §645.68 in furtherance of the equitable apportionment of unavoidable losses;

◦ The Plan Amendment is both feasible and fair and equitable to policyholders and others with an interest in the Segregated Account;

◦ The Rehabilitator lawfully exercised his discretion under Wisconsin law and the prior orders of the Court in preparing and submitting the Plan Amendment for approval by the Court;

◦ The Court has continuing exclusive jurisdiction to oversee the Rehabilitation Proceeding and its termination, including exclusive jurisdiction to conduct the hearings on approval of the Plan Amendment and to exercise continuing authority over matters arising following entry of a Final Order approving the Plan Amendment;

◦ Any securities issued or distributed during, and in furtherance of, the Rehabilitation Proceeding, or otherwise issued pursuant to the Plan, the Plan Amendment, are both procedurally and substantively fair, within prevailing standards of commercial fairness, to any recipients of such securities, it being understood that such issuance and distribution is being effected pursuant to an exemption from registration under Section 3(a)(10) of the Securities Exchange Act of 1933, as amended, in reliance upon this determination.

10

EXHIBIT B

Transaction Mechanics

Exhibit B

Exchange Offer Term Sheet

(see attached)

Exhibit B

General Account Senior Surplus Notes Exchange Offer Term Sheet⁹ 

THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY OFFER WITH RESPECT TO ANY SECURITIES, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES OR OTHER APPLICABLE LAWS.

Initial Deposit¹⁰ On or prior to the fifteenth (15th) Business Days preceding the scheduled expiration of the Offers (as defined below), (i) each Holder (including any Joining Party) shall deposit into an escrow account specified by the Rehabilitator, which account shall be for the benefit of the depositing Holders (the “Escrow Account”), its pro rata share of Notes (as defined below) with an aggregate principal amount outstanding, which when taken together with accrued and unpaid interest thereon (together, “Total Value”), equal $166¹¹ million (the “Sponsoring Holder Notes”) and (ii) Ambac Financial Group, Inc. (“AFG”) shall deposit Notes with a Total Value equal to $132¹² million into the Escrow Account. ¹³ In the event that one or more Parties fails to deposit its pro rata share of Sponsoring Holder Notes into the Escrow Account as required hereby (a “Sponsoring Holder Default”), the Ambac Parties may adjust the Offers such that any shortfall may be contributed by one or more other holders of Notes or make any other appropriate adjustment to preserve the economic terms of the Offers and any such adjustment shall not constitute a breach of this Agreement or a Group Termination Event, provided that non-defaulting Holders shall not be required to purchase any Notes for such contribution. The Sponsoring Holder Notes shall be held in the Escrow Account for the benefit of the depositing Holder of the Sponsoring Holder Notes. If the Offers do not close or the Rehabilitation Exit Support Agreement terminates in accordance with its terms, any Notes held in the Escrow Account will be returned to the depositing Holder pursuant to an escrow agreement to be agreed upon by the Parties.

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⁹  All figures in this term sheet assume a closing on, and are based on estimated amounts expected to be outstanding as of, June 30, 2018 (but without reflecting the transfers into the Escrow Account as described in Initial Deposit) and are subject to change, including the amount of Deferred Amounts. Amounts assume 100% participation of holders of Notes in the Offers. Capitalized terms used herein without definition have the meanings ascribed to them in the Rehabilitation Exit Support Agreement to which this term sheet is attached.

¹⁰  See Step 0 of the Illustrative Transaction Mechanics presentation.

¹¹  Equal to (i)12.5% of the Third Party DPO Amount less (ii) the AFG Escrow SSN Amount (as calculated, the “Sponsoring Holder Escrow SSN Amount”).

For purposes herein: “Third Party DPO Amount” shall be equal to the outstanding principal amount of DPOs, plus accretion thereon, held by parties other than AFG or AAC as of the Record Date (as defined in the Rehabilitation Exit Term Sheet); “AFG SSN Amount” shall be equal to the principal amount of Notes, plus accrued and unpaid interest thereon, held by AFG as of the Record Date; “AFG Held DPO Amount” shall be equal to the principal amount of DPOs, plus accretion thereon, held by AFG as of the Record Date; “AAC Held DPO Amount” shall be equal to the principal amount, plus accretion thereon, of DPOs held by AAC as of the Record Date; and “Sponsoring Holder SSN Amount” shall be equal to the outstanding principal of Notes, plus accrued and unpaid interest thereon, held by the Holders as of the Record Date.

¹²  Equal to (i) the AFG SSN Amount less (ii) $100 million less (iii) accrued and unpaid interest on $100 million of SSNs between 6/30/2017 and the Record Date (as calculated, the “AFG Escrow SSN Amount”).

¹³  To include all Notes required to effect Step 1 of the Illustrative Transaction Mechanics presentation.

2

The DPO Offer¹⁴ Subject to the satisfaction of the conditions precedent set out below, AAC will, concurrently with the effectiveness of the Rehabilitation Plan Amendment but subject to the Transaction Sequencing specified below, offer (the “DPO Offer”) the DPO Offer Consideration to the Holders, and only to the Holders, in exchange for each $1.00 of principal amount and accrued and unpaid interest thereon (up to, but not including, the Settlement Date) of Notes other than Sponsoring Holder Notes validly tendered and not withdrawn at or prior to the Expiration Time as set forth below: DPO Offer Consideration: $1.00 of Deferred Amounts (which for the avoidance of doubt, includes any accretion amounts), evidenced by a Claim Bond. DPO Exchange Cap: Notes other than Sponsoring Holder Notes with a Total Value equal to $202¹⁵ million, tendered and accepted in the DPO Offer. Proration: Notes other than Sponsoring Holder Notes accepted for purchase in the DPO Offer may be subject to proration (rounded down to avoid the purchase of Sponsoring Holder Notes in a principal amount other than in integral multiples of $1.00), so that AAC will only accept for purchase Sponsoring Holder Notes in an aggregate principal amount up to the DPO Exchange Cap described above.

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¹⁴  See Step 2 of the Illustrative Transaction Mechanics presentation.

¹⁵  Equal to 12.5% of the AAC Held DPO Amount.

3

The AAC Sponsoring Holder Offer ¹⁶ Subject to the satisfaction of the conditions precedent set out below, AAC will, concurrently with the effectiveness of the Rehabilitation Plan Amendment but subject to the Transaction Sequencing specified below, offer (the “AAC Sponsoring Holder Offer”) to the Holders, and only to the Holders, the AAC Sponsoring Holder Exchange Consideration in exchange for each $1.00 of principal amount and accrued and unpaid interest thereon (up to, but not including, the Settlement Date) of the Notes validly tendered and not withdrawn at or prior to the Expiration Time as set forth below: AAC Sponsoring Holder Exchange Consideration: (i) $0.46 in cash and (ii) $0.47 in principal amount of Secured Notes (the “AAC Sponsoring Holder Exchange Consideration”).¹⁷ For the avoidance of doubt, $0.065 of each dollar of principal amount and accrued and unpaid interest thereon of each Note tendered and accepted in the AAC Sponsoring Holder Offer will be surrendered as discount by the holder of such Note. Interest on the Notes will continue to accrue to, but not including, the Settlement Date.  Should AAC settle any of the RMBS Litigation before the Effective Date, any proceeds received by AAC from such settlement shall replace Secured Notes having a face amount equal to the amount of such proceeds that would otherwise be issued as AAC Sponsoring Holder Exchange Consideration, in each case to the extent such proceeds would have been payable to holders of Secured Notes had such settlement proceeds been instead received immediately after issuance of the Secured Notes. Exchange Cap: A percentage to be determined of the Total Value of Notes owned by each Holder tendered and accepted in the AAC Sponsoring Holder Offer.¹⁸ Proration: None. Adjustment in the Event of a Sponsoring Holder Default: In the event of a Sponsoring Holder Default, the Ambac Parties shall adjust the Offers such that any shortfall may be contributed by one or more other holders of Notes or make any other appropriate adjustment to preserve the economic terms of the Offers and any such adjustment shall not constitute a breach of this Agreement or a Group Termination Event, provided that non-defaulting Holders shall not be required to purchase any Notes for such contribution. The Sponsoring Holder Notes shall be held in the Escrow Account for the benefit of the depositing Holder of the Sponsoring Holder Notes.

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¹⁶  See Step 3B of the Illustrative Transaction Mechanics presentation.

¹⁷  For the avoidance of doubt, $0.065 of each dollar of principal amount and accrued and unpaid interest thereon of each Note tendered and accepted in the AAC Sponsoring Holder Offer will be surrendered as discount by the holder of such Note. Interest on the Notes will continue to accrue to, but not including, the Settlement Date.

¹⁸  To be determined based on participants in AAC Sponsoring Holder Offer consistent with the following formula: 1 - (12.5% * Sponsoring Holder SSN Amount) / (Sponsoring Holder SSN Amount less the Sponsoring Holder Escrow SSN Amount less 12.5% of the AAC Held DPO Amount).

4

The AAC Offer19	Subject to the satisfaction of the conditions precedent set out below, AAC will, concurrently with the effectiveness of the Rehabilitation Plan Amendment but subject to the Transaction Sequencing specified below, offer to the holders of the Notes (other than the Holders, AAC and AFG) (the “AAC Offer” and, together with the DPO Offer, and the AAC Sponsoring Holder Offer, the “Offers”) the AAC Exchange Consideration in exchange for each $1.00 of principal amount and accrued and unpaid interest thereon (up to, but not including, the Settlement Date) of the Notes validly tendered and not withdrawn at or prior to the Expiration Time as set forth below: AAC Exchange Consideration: (i) $0.46 in cash and (ii) $0.47 in principal amount of Secured Notes (the “AAC Exchange Consideration”). 20 Should AAC settle any of the RMBS Litigation before the Effective Date, any proceeds received by AAC from such settlement shall replace Secured Notes having a face amount equal to the amount of such proceeds that would otherwise be issued as AAC Exchange Consideration, in each case to the extent such proceeds would have been payable to holders of Secured Notes had such settlement proceeds been instead received immediately after issuance of the Secured Notes. Exchange Cap: Approximately 87.5% of the Total Value of Notes owned by each holder (excluding the Sponsoring Holder Notes and Notes held by AAC and AFG) tendered and accepted in the AAC Offer. Proration: None.
Transaction Sequencing	On the Settlement Date, the consummation of the Offers will be deemed to occur in the following order for purposes of determining the amounts paid to each holder: (i) DPO Offer and (ii) AAC Sponsoring Holder Offer and AAC Offer concurrently.
Expiration Time; Acceptance of Tenders	The Offers will expire at 11:59 p.m., New York City time, on the day immediately preceding the Effective Date, unless extended or earlier terminated by AAC (the “Expiration Time”). Notes tendered prior to the Expiration Time may be withdrawn at any time at or prior to the Expiration Time but not thereafter. If AAC has a basis under the Definitive Documents to not accept any Notes tendered by a holder, and in fact does not accept such Notes, then such Notes will be returned to such holder, without cost, promptly after the Expiration Time or termination of the Offers, as applicable.
Waivers	Separate from the Offers, holders of more than 50% in aggregate principal amount of the Notes that cast a ballot shall execute and deliver, for no consideration, a waiver and amendment of certain provisions of the Settlement Agreement, dated as of June 7, 2010, between AFG, AAC, Ambac Credit Products, Inc. and certain settling policy beneficiaries, which will only become effective upon consummation of the Offers. See the form of BSA Waiver Agreement attached as Exhibit D.

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¹⁹  See Step 3C of the Illustrative Transaction Mechanics presentation.

²⁰  For the avoidance of doubt, $0.065 of each dollar of principal amount and accrued and unpaid interest thereon of each Note tendered and accepted in the AAC Offer will be surrendered as discount by the holder of such Note. Interest on the Notes will continue to accrue to, but not including, the Settlement Date.

5

Conditions Precedent to the Offers Consummation of the Offers is subject to the following conditions precedent being satisfied or, in AAC’s sole discretion, waived: •Notes with a Total Value, as of the Settlement Date, of $202²¹ million have been validly tendered and not withdrawn in the DPO Offer; •An aggregate of 85% participation by principal amount outstanding from holders of the Notes (including Notes held by AAC and AFG) in the Offers; •Receipt of the BSA Waiver Agreement executed by more than 50% of holders of the Notes that cast a ballot; •All conditions to the effectiveness of the amendment to the Original Plan (the “Rehabilitation Plan Amendment”) have been satisfied or waived, except for the condition that the Offers have been consummated, and the Rehabilitation Plan Amendment will become effective concurrently with the closing of Offers; •Receipt of any required approval of OCI and the Rehabilitation Court pursuant to applicable law and operative documents; •The Rehabilitation Exit Support Agreement has not been terminated; •The Offers have not been determined to violate any applicable law or interpretation of the staff of the Securities and Exchange Commission; •The absence of any statute, law, rule, regulation, judgment, order, decree or injunction which prohibits or prevents the closing of either of the Offers and/or the Rehabilitation Plan Amendment or any other transactions to be effected on the Settlement Date and necessary to the effectiveness of the Rehabilitation Plan Amendment; and •The existing fiscal agent of the Notes shall not have taken any action that would reasonably be expected to prevent the consummation of the Offers. Consummation of the Offers is subject to the following conditions precedent being satisfied or, subject to the consent of AAC and Holders of 66 2/3% of the principal amount of the Notes, waived: •Receipt of the approval by OCI of a one-time current interest payment of approximately $12.5²² million on the Notes outstanding immediately following the Effective Date.

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²¹  Equal to 12.5% of the AAC Held DPO Amount.

₂₂  To equal approximately six months of interest accrued on the Notes (assuming 100% participation by holders of the Notes in the offers).

6

Holders Eligible to Participate in the Offers	Each of the Offers is being made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and only to holders of Notes who are either (x) institutional “accredited investors” within the meaning of subsection (1), (2), (3) or (7) of Rule 501(a) under the Securities Act of 1933, as amended, (y) a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act, or (z) a non-U.S. person within the meaning of Rule 902 of the Securities Act and the AAC Offer is being made only to holders of Notes who are also “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (each holder meeting such requirements, an “Eligible Holder”). Only holders of Notes who have completed and returned an eligibility certification, electronically or otherwise, certifying as to such holder’s status as an Eligible Holder are permitted to participate in the Offers.
Notes	AAC’s outstanding 5.1% senior surplus notes due 2020 (the “Notes”).
Claim Bonds	RMBS securities where the remaining recourse for payment is primarily to DPOs payable by the Segregated Account of AAC.
Original Plan	The Amended Plan of Rehabilitation of the Segregated Account of AAC which became effective on June 12, 2014.
RMBS Litigation	Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 651612/2010 (N.Y. Sup. Ct. N.Y. Cnty.) (Bransten, J.); Ambac Assurance Corp. et al. v. First Franklin Fin. Corp. et al., Index No. 651217/2012 (N.Y. Sup. Ct. N.Y., Cnty.) (Singh, J.); Ambac Assurance Corp. et al., v. Nomura Credit & Capital, Inc. et al., Index No. 651359/2013 (N.Y. Sup. Ct. N.Y., Cnty.); Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 653979/2014 (N.Y. Sup. Ct. N.Y. Cnty.) (Friedman, J.); Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc., No. 14 CV 3511 (Wis. Cir. Ct. Dane Cnty.) (Anderson, J.); and Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 652321/2015 (N.Y. Sup. Ct. N.Y. Cnty.) (Friedman, J.) (collectively with any successor proceeding against the same parties (or any of their successors) with respect to substantially the same claims, the “RMBS Litigation”).
Secured Notes	For a description of the Secured Notes, see the Secured Note Term Sheet attached as Exhibit C.
Securities Held by AFG and AAC	Neither AFG nor AAC will tender any Notes in the Offers. 23
Settlement Date	The settlement date for the Offers (the “Settlement Date”) will be promptly after the Expiration Time. It is expected that the Settlement Date will be the business day immediately following the Expiration Time and will occur on the same day as, and substantially concurrently with, the Effective Date.
Documentation	Offering Memorandum and Letter of Transmittal.

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²³  For the avoidance of doubt, the 5.1% senior surplus notes due 2020 issued by the Segregated Account that are held by AFG will not receive any consideration in the Offers and will not be subject to any discount.

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Exhibit CSecured Notes Term Sheet

(see attached)

Exhibit C

Insured Secured Notes

Secured Notes:	$[2,230,000,000] 24 initial principal amount of secured notes (the “Secured Notes”) issued by the Secured Notes Issuer. The Secured Notes will be in DTC book entry; provided that Secured Notes held by AAC (the “AAC Secured Notes”) will be in physical, registered form.
Secured Notes Issuer:	[Newco] (the “Secured Notes Issuer”), a newly formed special purpose entity, wholly owned by [an affiliate of Ambac Financial Group, Inc. (the “Parent”).] 25
Secured Noteholders:	Holders of General Account Senior Surplus Notes and Deferred Amounts (each as defined in the amendment to the Rehabilitation Plan of the Segregated Account of Ambac Assurance Corporation (“AAC”) (the “Plan Amendment”)).
Secured Notes Collateral:	All assets of the Secured Notes Issuer, including the Ambac Note (described below). AAC will pledge to the [Trustee/Fiscal Agent] for the benefit of Secured Noteholders (other than AAC) the proceeds of any AAC Secured Notes that it may from time to time hold in order to secure the Secured Notes Issuer’s obligations to such Secured Noteholders other than AAC. AAC will establish an account (the “Principal Proceeds Collateral Account”) that will be pledged to the [Trustee/Fiscal Agent] for the benefit of Secured Noteholders (other than AAC) into which AAC will deposit any proceeds of any AAC Secured Notes that it receives. 26
Secured Notes Policy:	AAC will issue a financial guaranty insurance policy (the “Policy”) to the [Trustee]/[Fiscal Agent] for the benefit of Secured Noteholders irrevocably guarantying all principal and interest payments (including mandatory prepayments) in respect of the Secured Notes as and when such payments become due and owing.
Ambac Note:	$[2,230,000,000] 27 initial principal amount of secured note (the “Ambac Note”) issued by the Ambac Note Issuer.
Ambac Note Issuer:	AAC (in its capacity as issuer of the Ambac Note, the “Ambac Note Issuer”).
Consideration for Ambac Note:	The Secured Notes Issuer will deliver the Secured Notes to the Ambac Note Issuer in exchange for the Ambac Note. The Ambac Note Issuer shall distribute the Secured Notes to the Secured Noteholders in accordance with the Plan Amendment and the exchange offer term sheet.

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²⁴  Amount subject to change. Estimated based on a calculation of 41.0% of the estimated amount of DPOs and SSNs outstanding as of June 30, 2018, with a slight adjustment for AFG holdings.

²⁵  Subject to Ambac accounting review/confirmation.

²⁶  Mechanics regarding the sweep of amounts in Principal Proceeds Collateral Account to be determined in Transaction Documents.

²⁷  Amount subject to change. Estimated based on a calculation of 41.0% of the estimated amount of DPOs and SSNs outstanding as of June 30, 2018, with a slight adjustment for AFG holdings.

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Ambac Note Collateral: The Ambac Note will be secured by a pledge of (i) the Ambac Note Issuer’s right, title and interest in the cash and non-cash proceeds received by, or for the benefit of, it in connection with the RMBS Litigation (as defined below), pursuant to any final and non-appealable judgment, settlement or other arrangement, minus all amounts paid or payable to reimburse reinsurers for the amounts paid by reinsurers in connection with the receipt of such proceeds (but not the amount of any cost or fee (including legal fees) incurred in connection with the RMBS Litigation) (the “Net Proceeds”) in an amount up to, but not in excess of the Maximum RMBS Litigation Recovery Amount (the “RMBS Proceeds”) and (ii) RMBS securities having a market value of not less than $350 million on the date that is not more than 5 business days prior to the Closing Date (clauses (i) and (ii), together, the “Ambac Note Collateral”); provided that any principal received on the RMBS securities described in clause (ii) will, at AAC’s discretion, be either reinvested in securities of similar or better quality ²⁸ and pledged in favor of the Secured Noteholders or be used to pay principal of the Ambac Note, and any interest received on such RMBS securities will be used to service interest falling due on the Ambac Note on the next Payment Date; provided further, that at all times, the Ambac Note Issuer and the Segregated Account will control the RMBS Litigation in all respects (including, without limitation, all decisions as to strategy, settlement, and pursuit). For the avoidance of doubt, the Ambac Note Issuer shall not transfer its right to receive the proceeds of the RMBS Litigation (except in connection with the Tier 2 Sale or any refinancing thereof, as permitted hereunder, in connection with contingency fee arrangements with counsel, or to any of its subsidiaries) or relinquish its control of the RMBS Litigation (including granting any consent rights) to any third party.

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²⁸  Asset types to be agreed in the Transaction Documents.

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	For the purposes of calculating the dollar amount of proceeds of RMBS Litigation received by, or for the benefit of, the Ambac Note Issuer, (i) the dollar amount of proceeds received directly by the Ambac Note Issuer in cash will be deemed to equal the amount of such cash, (ii) the dollar amount of any non-cash proceeds received directly by the Ambac Note Issuer shall be deemed to equal the fair value of such non-cash proceeds and (iii) the dollar amount of any cash or noncash proceeds received by others for the benefit of the Ambac Note Issuer (“indirect proceeds”) will be deemed to equal the fair value to the Ambac Note Issuer of such indirect proceeds. For purposes of (ii) and (iii) above, the fair value shall be as determined by a third-party appraiser mutually acceptable to the Ambac Note Issuer and a majority of the Secured Noteholders (other than AAC), and the terms of such third-party appraisal shall be specified in the Transaction Documents (such value described in (i), (ii) and (iii) above, the “Cash Value”). 29 The Ambac Note Issuer will establish an account (the “Cash Collateral Account”) that will be pledged to secure the Ambac Note into which the Ambac Note Issuer will instruct the payor of any cash Net Proceeds to be paid. 30 In the event the Ambac Note Issuer receives any Net Proceeds paid in cash, it will deposit such cash Net Proceeds into the Cash Collateral Account as soon as reasonably practicable and in no event later than 4 business days after its receipt. In the event the Ambac Note Issuer receives (directly or indirectly) any Net Proceeds in any other form, it will deposit the Cash Value thereof into the Cash Collateral Account within 4 business days after receipt of the appraisal. The aggregate amount of Net Proceeds paid into the Cash Collateral Account shall not exceed the Maximum RMBS Litigation Recovery Amount.
RMBS Litigation:	Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 651612/2010 (N.Y. Sup. Ct. N.Y. Cnty.) (Bransten, J.); Ambac Assurance Corp. et al. v. First Franklin Fin. Corp. et al., Index No. 651217/2012 (N.Y. Sup. Ct. N.Y., Cnty.) (Singh, J.); Ambac Assurance Corp. et al., v. Nomura Credit & Capital, Inc. et al., Index No. 651359/2013 (N.Y. Sup. Ct. N.Y., Cnty.); Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 653979/2014 (N.Y. Sup. Ct. N.Y. Cnty.) (Friedman, J.); Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc., No. 14 CV 3511 (Wis. Cir. Ct. Dane Cnty.) (Anderson, J.); and Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 652321/2015 ( N.Y. Sup. Ct. N.Y. Cnty.) (Friedman, J.) (collectively with any successor proceeding against the same parties (or any of their successors) with respect to substantially the same claims, the “RMBS Litigation”).
Maximum RMBS Litigation Recovery Amount:	$1,400,000,000.

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²⁹  Prior to the Closing Date, the identity of the third-party appraiser (or a list of acceptable third-party appraisers) shall be determined by the Ambac Note Issuer and a majority of the holders of General Account Senior Surplus Notes who are signatories to the Rehabilitation Exit Support Agreement. Following the Closing Date, any successor third-party appraiser shall be determined as provided above.

³⁰  Any additional mechanics regarding the deposit of Net Proceeds to be determined in Transaction Documents.

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Maturity:	The Secured Notes and the Ambac Note will mature on [●], [2022] 31 (the “Maturity Date”); provided that if (i) Secured Notes remain outstanding and (ii) the Office of the Commissioner of Insurance approves payment of the outstanding principal amount of the Remaining SSNs, the maturity date for the Secured Notes will spring to the fifth business day immediately preceding the date approved for such payment. All outstanding principal and accrued unpaid interest in respect of the Secured Notes and the Ambac Note will be due and payable on the Maturity Date.
Payment Dates:	Quarterly on [ ], [ ], [ ] and [ ] of each calendar year until the Maturity Date.
Record Dates:	[ ]
Coupon:	The Secured Notes and the Ambac Note will accrue interest at a per annum rate of 3-month USD LIBOR + 5.00%, subject to a 1.00% LIBOR floor. Accrued unpaid interest will be paid in cash on each Payment Date.
Mandatory Prepayment:	On or prior to the 5th business day after RMBS Proceeds are received by the Ambac Note Issuer or indirect proceeds are paid for the benefit, in whole or in part, of the Ambac Note Issuer (each such day, a “Mandatory Payment Date”), the Ambac Note Issuer will prepay the Ambac Note in cash in an amount equal to the lower of (i) the remaining outstanding amount of the Ambac Note and (ii) the Cash Value of such RMBS Proceeds received by or for the benefit of AAC, first, to pay accrued unpaid interest on the Ambac Note and, second, to pay outstanding principal of the Ambac Note.
Principal and Interest Payments:	Interest on the Secured Notes and the Ambac Note will accrue from the date of issuance and will be paid on each Payment Date, Optional Payment Date (as defined below) and Mandatory Payment Date. On each Payment Date, Optional Payment Date and Mandatory Payment Date, the Secured Notes Issuer will apply all cash payments received on such Payment Date, Optional Payment Date or Mandatory Payment Date, as applicable, from the Ambac Note Issuer on account of (i) interest to pay accrued unpaid interest on the Secured Notes as at such Payment Date, Optional Payment Date or Mandatory Payment Date, as the case may be, and (ii) principal to pay the outstanding principal of the Secured Notes. 32 The Secured Notes Issuer will make all such payments to Secured Noteholders on a pro rata, pari passu basis. On the Maturity Date, the Ambac Note Issuer will pay, in cash on a full recourse basis, all principal and accrued unpaid interest then outstanding under the Ambac Note.  On the Maturity Date, the Secured Notes Issuer will pay, in cash on a full recourse basis, all principal and accrued unpaid interest then outstanding under the Secured Notes.
Payment Preference:	The Ambac Note will rank senior to all surplus notes of AAC. Claims under the Policy will rank pari passu with other policyholder claims.

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³¹  NTD: A date five (5) years from the date of issue.

³²  AAC to indemnify/reimburse the Secured Notes Issuer for fees, costs, expenses and indemnities required to be paid by the Secured Notes Issuer under the Transaction Documents.

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Optional Prepayments:	The Ambac Note (including any accrued unpaid interest thereon) may be redeemed in whole, or in part, at the option of the Ambac Note Issuer on any Payment Date (an “Optional Payment Date”), without penalty or premium. On the Optional Payment Date, the Secured Notes Issuer shall apply the proceeds of such optional redemption in repayment of the Secured Notes (including any accrued unpaid interest thereon) without penalty or premium.
Closing Date:	The effective date of the Plan Amendment.
Agreed Tax Treatment:	For federal, state and local income tax purposes, AAC and the Secured Notes Issuer, and by accepting the Secured Notes, the Secured Noteholders, will agree to treat the Secured Notes and the Ambac Note as indebtedness of Ambac.
Conditions Precedent:	•Satisfaction or waiver of the conditions to effectiveness set forth in the Plan Amendment and the effectiveness of the Plan. •Execution of the Transaction Documents (as defined below) reflecting the terms and conditions set forth herein and other agreed terms and conditions. •Delivery of legal opinions customary for a transaction of this type.
Ambac Note Issuer Events of Default:	•Failure of the Ambac Note Issuer to pay principal (other than at maturity) when due; provided that in the case of a failure to pay principal (other than at maturity) when due as a result of an administrative or technical error or omission such failure continues for 3 business days. •Failure of the Ambac Note Issuer to pay interest or other amounts (other than principal) in each case within 3 business days after such interest or other amount is due and unpaid. •Failure of the Ambac Note Issuer to pay principal at maturity. •Certain events of insolvency/rehabilitation/liquidation of the Ambac Note Issuer.
Secured Notes Issuer Events of Default:	•Ambac Note Issuer Event of Default. •Failure of AAC to honor a valid claim for principal of the Secured Notes under the Policy or failure of AAC to honor a valid claim for interest on the Secured Notes under the Policy in each case within 3 business days after receipt of a claim for payment. •Certain events of insolvency/rehabilitation/liquidation of the Secured Note Notes Issuer. •Failure to comply with the Secured Note Issuer covenants set forth in the Transaction Documents or inaccuracy of representations of the Secured Note Issuer in any material respect set forth in the Transaction Documents and such failure or inaccuracy is curable and not cured within 30 days after the earlier of (i) the day of written notice to the Secured Notes Issuer of such failure or inaccuracy and (ii) the day on which the Secured Notes Issuer becomes aware of such failure or inaccuracy.

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Remedies for Secured Notes Issuer Events of Default	•Secured Noteholders may demand payment under the Policy of principal or interest that is due and unpaid on the Secured Notes.
Remedies for Failure to Pay Under Policy:	•Right to foreclose on RMBS securities constituting Ambac Note Collateral (and any other securities acquired with the proceeds of RMBS securities). •Right to sue for failure to make payments. •Remedies will not include any control, consultation or direction rights in respect of the RMBS Litigation. •Secured Noteholders may not sell the Ambac Note or the right to receive the RMBS Proceeds without the prior consent of AAC. •Any proceeds received from the exercise of remedies under the Transaction Documents will be applied to reduce both the amount of the Ambac Note and the Secured Notes.
Covenants: 33	Affirmative and negative covenants shall include those that are customary for a transaction of this type, including, subject to those customary qualifications, those with respect to (i) payment, (ii) maintenance of paying agent, (iii) restriction on merger or consolidation, (iv) maintenance of perfection and priority of security interest in the collateral, (v) maintenance of priority in payment of the Secured Notes and the Ambac Note, (vi) restriction on the Secured Notes Issuer engaging in any business or having any assets (other than the collateral) or liabilities (other than the Secured Notes), (vii) maintenance of separate existence of the Secured Notes Issuer, (viii) restriction on sale or other transfer of the collateral, (ix) AAC’s agreement to pursue the RMBS Litigation diligently, in good faith, and in a manner consistent with a plaintiff acting solely on its own account and (x) delivery of progress reports of material, non-privileged and public information in respect of the RMBS Litigation and notices of non-privileged and public material developments of any RMBS Litigation in each case on a quarterly basis. 34
Governing Law:	New York
Other:	Customary provisions regarding consent to exclusive jurisdiction in New York, waiver of jury trial, service of process and other miscellaneous matters.
Transaction Documents:	Secured Notes, Credit Agreement, Ambac Note, Ambac Security Agreement, Secured Notes Indenture, Secured Note Issuer Security Agreement, Exchange Documents, Insurance Agreement, Policy, Cash Collateral Account Control Agreement, Securities Account Control Agreement, Principal Proceeds Collateral Account Control Agreement, offering document, and other documents and opinions reasonably requested by the Secured Noteholders (including a nonconsolidation opinion reasonably acceptable to AAC and the Secured Noteholders).

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³³  No requirement to report privileged or confidential information.

³⁴  Covenants to be included in the Indenture and Credit Agreement, as applicable.

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Registration:	The Secured Notes will not be registered under the Securities Act of 1933, as amended.
Investment Company Act:	The Secured Notes Issuer will be exempt from registration under Rule 3(c)(7) of the Investment Company Act of 1940.

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Exhibit DForm of Waiver and Amendment

(see attached)

Exhibit D

WAIVER AND AMENDMENT
TO SETTLEMENT AGREEMENT

This WAIVER AND AMENDMENT dated as of _______ ___, 2017 (the “Waiver and Amendment”) among AMBAC ASSURANCE CORPORATION, a Wisconsin-domiciled insurance company (“AAC”), AMBAC CREDIT PRODUCTS, LLC, a Delaware limited liability company (“ACP”), AMBAC FINANCIAL GROUP, INC., a Delaware corporation (“AFGI”), and the other signatories hereto (collectively, the “Parties”).

WHEREAS, AAC, ACP, AFGI, and the other signatories thereto entered into a certain Settlement Agreement dated as of June 7, 2010 (the “BSA”) (unless otherwise defined herein, capitalized terms used herein shall have the meanings given them in the BSA);

WHEREAS, the Rehabilitator intends to amend the plan of rehabilitation of the Segregated Account, as already amended and/or supplemented from time to time, as a result of which (among other things) the claims of certain creditors of the Segregated Account will be satisfied in full by means of consideration approved by the Rehabilitation Court, the Rehabilitation Proceeding will terminate, and the Segregated Account will merge back into AAC (the “Plan Amendment”);

WHEREAS, in order to consummate the transactions described in Exhibit A, AAC has determined that, while not required, it is prudent to obtain a waiver of portions of Section 3.04 of the BSA;

WHEREAS, the Parties desire to amend portions of Section 3.04 of the BSA (and/or related definitions used therein) to provide AAC with additional operating flexibility;

WHEREAS, Section 6.06 of the BSA provides that waivers and amendments of Section 3.04 (including related definitions used therein) may be made with the consent of the Ambac Parties, the OCI, and Section 3.04 Benefited Parties holding more than 50% in aggregate principal amount of the AAC Surplus Notes that cast a ballot;

WHEREAS, the Parties include Section 3.04 Benefited Parties holding more than 50% in aggregate principal amount of the AAC Surplus Notes;

WHEREAS, the Parties wish to waive or amend certain provisions of the BSA, conditioned upon and simultaneously with the consummation of the Exchange Offers (as defined in that certain Rehabilitation Exit Support Agreement, dated July 19, 2017), in each case as set forth herein; and

WHEREAS, the Parties wish to take such actions as may be necessary to give effect to the foregoing;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and in the BSA, 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:

2

Section 1. Waiver. In accordance with Section 6.06 of the BSA, subject to the simultaneous consummation of the Exchange Offers, the undersigned hereby waive compliance with any and all restrictions, limitations and other provisions set forth in Section 3.04 of the BSA, including without limitation Section 3.04(m) thereof, that could directly or indirectly prohibit, restrict or limit in any manner (including without restriction requiring the consent of Section 3.04 Benefited Parties) consummation or effectiveness of the transactions described in Exhibit A, ³⁵ regardless of whether such a waiver is actually required in order to consummate or effect such transactions.

Section 2. Amendment. In accordance with Section 6.06 of the BSA, the undersigned hereby consent to the amendment of specific provisions of Section 3.04 of the BSA as set forth in Exhibit B and in the manner set forth in Exhibit B. Headings are inserted in Exhibit B for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of the amendments therein.

Section 3. Miscellaneous.

3.1    Except as specifically set forth herein and in Exhibit B, the terms of this Waiver and Amendment shall not be deemed to be a consent, waiver, amendment or modification with respect to any term, condition, or obligation of any of the Parties in the BSA and shall not obligate any of the Parties to agree to any other amendment or waiver to the BSA.

3.2    This Waiver and Amendment may be executed and delivered in multiple counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same instrument and agreement. A facsimile or Portable Document Format copy of a signature shall have the same force and effect as an original signature.

3.3    This Waiver and Amendment is to be interpreted under and governed by the Laws of the State of New York without giving effect to conflicts of law provisions thereof that would make the law of any other jurisdiction applicable to this Waiver and Amendment. In the event that there is a dispute between or among the Parties arising under this Waiver and Amendment, the Parties (a) agree that the exclusive forum to seek remedy shall be to institute a legal proceeding in the courts of the State of New York located in the City and County of New York or the United States District Court for the Southern District of New York and (b) hereby expressly submit to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waive any claim of lack of personal jurisdiction and improper venue and any claim that such courts are an inconvenient forum. Each Party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action, or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address provided to the Parties in accordance with Section 6.02 of the BSA, such service to become effective ten (10) days after such mailing.

3.4    Any notice to be provided to the holders of AAC Surplus Notes in connection with this Waiver and Amendment shall be in writing and delivered to the fiscal agent of such notes, delivered or transmitted by facsimile to the fiscal agent at The Bank of New York Mellon, 101 Barclay Street, Floor, 7W, New York, New York 10286, Attention: Dealing & Trading Unit, fax 212-815-2830. The foregoing address for notices or communications may be changed by written notice given by the addressee to each Party hereto, and the addressee’s address shall be deemed changed for all purposes from and after the giving of such notice.

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³⁵  Exhibit A to include all term sheets (e.g., plan amendment, exchange, and secured note) and presentations (e.g., illustrative transaction mechanics) describing the transaction that will be publicly disclosed.

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3.5    EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS WAIVER AND AMENDMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS WAIVER AND AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.5.

3.6    Each Party has had the opportunity to negotiate the terms, consult with counsel, and modify the provisions of this Waiver and Amendment. Therefore, the terms of this Waiver and Amendment will be considered and interpreted without any presumption, inference, or rule requiring construction or interpretation of any provision of this Waiver and Amendment against the interests of the drafter of this Waiver and Amendment.

3.7    This Waiver and Amendment is not an obligation of or binding upon the Segregated Account but only AAC acting through the General Account.

[Signature Pages Follow]

4

Exhibit A

Term Sheets and Presentations

5

Exhibit B

Amendments to BSA

Effective as of the Effective Date (as defined in the Plan Amendment), the following provisions of the BSA shall be amended (the “Amendment”) without further action of the Parties in the manner set forth below:

1. Elimination of Unaffiliated Qualified Director Requirement.

a. Sections 3.04(a) and (b) of the BSA shall be deleted in its entirety and replaced with the following: “Intentionally omitted”.

b. Any and all references to “Unaffiliated Qualified Directors”, including without limitation requirements or conditions that the approval of a majority of Unaffiliated Qualified Directors may be required for any action or other matter, shall be deemed inoperative and of no further force or effect for all purposes.

c. Section 1.01 of the BSA shall be amended by deleting the definitions of “Unaffiliated Qualified Directors”, “Qualified” and “Unaffiliated” in their entirety.

2. Elimination of Prohibition on New Business.

a. Section 3.04(d) of the BSA shall be deleted in its entirety and replaced with the following: “Intentionally omitted”.

3. Refinement of Permitted Indebtedness Restriction.

a. Section 3.04(e) of the BSA shall be amended and restated in its entirety as follows:

AAC will not, and will cause each of its Subsidiaries not to, issue, incur or assume any Surplus Notes or Indebtedness that are pari passu with or senior to the AAC Surplus Notes (including, without limitation, debt instruments of Affiliates that are structurally senior to the AAC Surplus Notes), other than (subject to Section 3.04(f)) (i) any other Surplus Notes that satisfy the OCI Approval Standard, (ii) Surplus Notes or Indebtedness in connection with the RMBS Remediation Plan, the SA Remediation Plan, the SL Remediation Plan or any GA Remediation Action, (iii) Surplus Notes or Indebtedness issued to AAC or any of its wholly-owned Subsidiaries (other than Ambac UK) that satisfy the OCI Approval Standard, (iv) as permitted pursuant to the provisions of Section 3.04(h), (v) Permitted Indebtedness, or (vi) any refinancing of any of the foregoing in (i) through (v) (excluding the refinancing of any Surplus Notes (other than by way of a new issuance under (i))). For the avoidance of doubt, any refinancing under (vi) shall not involve the incurrence of Indebtedness in an amount greater than the aggregate principal and accrued interest of the Indebtedness being refinanced. In addition, the provisions of this Section 3.04(e) shall not apply to the issuance of a financial guaranty insurance policy or surety bond pursuant to a contractual commitment in effect on June 7, 2010.

b. Section 1.01 of the BSA shall be amended to add the following definitions:

“Indebtedness” means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made; (c) all obligations and

6

liabilities, contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar facilities; (d) all monetary obligations under any receivables factoring, receivable sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership/Synthetic Lease; and (e) guarantees and other contingent obligations in respect of any of the foregoing Indebtedness (but without duplication). The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer (save as outstanding on the Effective Date of the Plan Amendment). Notwithstanding anything to the contrary herein, “Indebtedness” shall not include (i) any obligations or liabilities (or any guarantee or similar obligation in respect thereof) in respect of equipment leases, real estate leases, and other operational leases, (ii) any ordinary intercompany payables among AAC and its Affiliates or Subsidiaries, and (iii) any derivatives and hedging activities. For the avoidance of doubt, “Indebtedness” shall also exclude any guarantee, contingent obligation, letter of credit, or similar obligation in respect of any item which is, of itself, and already included as, Indebtedness hereunder.

“Permitted Indebtedness” means (i) the senior secured notes to be issued conditioned upon the Effective Date of the Plan Amendment, (ii) the note(s) to be issued by AAC that will serve as collateral for such senior secured notes, (iii) any Surplus Notes, (iv) any financial guarantees or surety bonds issued by AAC or any of its Subsidiaries, and (v) any other Indebtedness of AAC in an aggregate principal amount outstanding (only with respect to this Indebtedness described in this clause (v)) not exceeding $400,000,000 (excluding for purposes of clarity any payment-in-kind interest or other interest on such Indebtedness).

“Plan Amendment” means the Second Amended Plan of Rehabilitation of the Segregated Account filed in the Circuit Court for Dane County, State of Wisconsin in the rehabilitation proceeding commenced on March 24, 2010 with respect to the Segregated Account titled In re Segregated Account of Ambac Assurance Corporation, Case No. 10 CV 1576.

“Synthetic Lease” means, as to any Person, any lease (including a lease that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

4. Allowance of Liens Securing Permitted Indebtedness.

a. The definition of “Permitted Liens” in Section 1.01 of the BSA shall be amended and restated in its entirety as follows:

“Permitted Liens” means (a) Liens for taxes not yet due and payable or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established on the financial statements of AAC or the Segregated Account in accordance with GAAP or SAP, as applicable, (b) statutory Liens of landlords, (c) Liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the ordinary course of business consistent with past practice, (d) in the case of real property, zoning, building, or other restrictions, variances, covenants, rights of way, encumbrances, easements and

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other minor irregularities in title, none of which, individually or in the aggregate, (i) interfere in any material respect with the present use of or occupancy of the affected parcel by the Ambac Parties, (ii) have more than an immaterial effect on the value thereof or its use, or (iii) would impair the ability of such parcel to be sold for its present use, (e) Liens securing obligations arising as a result of any actions under or pursuant to the RMBS Remediation Plan, the SL Remediation Plan, the SA Remediation Plan or any GA Remediation Action, (f) Liens incurred directly in connection with AAC’s and Ambac Capital Funding, Inc.’s obligations under the guaranteed investment contracts entered into by Ambac Capital Funding, Inc. and in connection with futures contracts and swap agreements entered into by Ambac Financial Services, LLC, (g) Liens incurred pursuant to the Secured Note, (h) Liens existing on the date hereof, (i) other Liens (X) incurred in the ordinary course of business, (Y) securing obligations (other than Surplus Notes) not prohibited under this Agreement and (Z) on property posted as collateral having an aggregate fair market value of not more than $50,000,000 (disregarding any property posted as collateral on the date hereof (so long as the relevant collateral arrangement continues to exist)), (j) Liens in favor of wholly-owned Subsidiaries granted in the ordinary course of business, (k) Liens that satisfy the OCI Approval Standard, (l) Liens by Affiliates in favor of AAC, (m) Liens securing Permitted Indebtedness (and Liens incurred in connection with refinancings permitted under Section 3.04(e); provided, however, in the case of a refinancing of the notes described in clauses (i) and (ii) of the definition of “Permitted Indebtedness” above, such Liens may involve only the collateral or proceeds of the collateral that originally supported such notes) and (n) Liens in favor of financial institutions in which accounts are held in the name of the Ambac Parties and that are opened in the ordinary course of business.

5. Additional Flexibility for Junior Surplus Notes.

a. Section 3.04(f) of the BSA shall be amended and restated in its entirety as follows:

All Surplus Notes shall rank pari passu with or junior to the AAC Surplus Notes. No Surplus Note issued by AAC shall have a scheduled maturity or scheduled principal payment prior to the 10th anniversary of June 7, 2010, have an interest rate in excess of 5.1% per annum, or otherwise be on terms materially more favorable to the holders of such Surplus Notes than the AAC Surplus Notes; provided, that (a) the existence or absence of transfer restrictions pursuant to section 3(a)(10) or section 4(a)(2) of the Securities Act shall not be considered a more or less favorable term for the purpose of this subsection and (b) the clause pertaining to the interest rate in excess of 5.1% per annum shall not apply to any Surplus Notes that may be issued by AAC that are junior to the AAC Surplus Notes; provided, that such Surplus Notes shall not (i) mature earlier than August 28, 2039, (ii) be issued in an aggregate amount (together with any other such junior Surplus Notes having an interest rate in excess of 5.1%) in excess of $150,000,000, (iii) be issued earlier than December 31, 2018, and (iv) accrue interest at a rate exceeding 8.1% per annum. Notwithstanding anything in this Agreement to the contrary, (x) no principal or interest payment (other than PIK interest) on any indebtedness ranking junior to the Surplus Notes shall be made until all of the Surplus Notes have been paid in full, repurchased or redeemed or otherwise provided for to the satisfaction of OCI and (y) all Surplus Notes shall be approved by OCI.

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6. Additional Flexibility for Merger of AAC Subsidiaries.

a. Section 3.04(h)(ii) of the BSA shall be amended and restated in its entirety to read as follows:

solely with respect to AAC, merge, consolidate or amalgamate with any other Person (except for where AAC is the surviving entity, between AAC and its wholly-owned Subsidiaries); andsolely with respect to Everspan Financial Guarantee Corp., merge, consolidate or amalgamate with any Person other than AAC or a wholly-owned Subsidiary thereof unless such merger meets with the OCI Approval Standard.

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Exhibit E

Transaction Mechanics

(see attached)

Exhibit FRSA Signature Page – Qualified Marketmaker

The undersigned represents and warrants that it is a Qualified Marketmaker as defined in Section 6(b) of this Agreement. The undersigned represents and warrants that it has acquired the securities listed below solely in its capacity as a Qualified Marketmaker and acknowledges that it is a Holder only with respect to those Holder Deferred Amounts and/or Senior Surplus Notes listed below.

[●], as a Holder ³⁶ and Qualified Marketmaker pursuant to Section 6(b), solely with respect to the Holder Deferred Amounts and/or Senior Surplus Notes set forth below

By:        Name:    Title:

Address: [●]
Fax: [●]
E-mail: [●]

Principal Amount of Senior Surplus Notes Owned:	$[●]
Accrued and Unapproved Interest on Senior Surplus Notes Owned:	$[●]
Total Senior Surplus Notes Owned:	$[●]
Principal Amount Holder Deferred Amounts Owned:	$[●]
Accrued and Unpaid Payments on Holder Deferred Amounts Owned:	$[●]

^{____________________} 

³⁶  To be signed by the fund or investor beneficially owning the Deferred Amounts and/or Senior Surplus Notes.

Exhibit GForm of Joinder

This Joinder Agreement to the Rehabilitation Exit Support Agreement, dated as of July 19, 2017 (as amended, supplemented or otherwise modified from time to time, the “Rehabilitation Exit Support Agreement”), entered into by and among Ambac Assurance Corporation (the “Company”), Ambac Financial Group, Inc. (“Parent”), and the holders (each, a “Holder”) of a material portion of outstanding unpaid policy claims of the Segregated Account of Ambac Assurance Corporation and a material portion of the outstanding surplus notes of the Company that are signatories to the Rehabilitation Exit Support Agreement, is executed and delivered by ________________________________ (the “Joining Party”) as of ______________, 2017. Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Rehabilitation Exit Support Agreement.

1.Agreement to be Bound. The Joining Party hereby agrees to be bound by all of the terms of the Rehabilitation Exit Support Agreement, a copy of which is attached to this Joinder Agreement as Annex I (as the same has been or may be hereafter amended, restated, or otherwise modified from time to time in accordance with the provisions hereof). The Joining Party shall hereafter be a “Holder” and “Party” for all purposes under the Rehabilitation Exit Support Agreement and with respect to any and all Senior Surplus Notes and Holder Deferred Amounts held by such Joining Party following the transfer.

2.Joinder to Affidavit. By signing this Joinder Agreement the Joining Party hereby agrees to (i) join any affidavit filed on or prior to the date of this Joinder Agreement pursuant to Section 4(b)(5) of the Rehabilitation Exit Support Agreement and (ii) pursuant to Section 3(e) of the Rehabilitation Exit Support Agreement, cooperate with and facilitate any reasonable procedures adopted by the Joining Holder Agent to track transfers of Deferred Amounts and Senior Surplus Notes and collect signature pages to joinder agreements pursuant to Section 6 of the Rehabilitation Exit Support Agreement.

3.Representations and Warranties. With respect to the aggregate amount of the Senior Surplus Notes and the Holder Deferred Amounts set forth below its name on the signature page hereto, the Joining Party hereby makes the representations and warranties of a Holder as set forth in Section 5 of the Rehabilitation Exit Support Agreement to each other Party to the Rehabilitation Exit Support Agreement.

4.Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

[Signature page follows.]

Schedule A

Company Purchases/Sales Since January 1, 2017
CUSIP	Name	Type	Transaction	Trade Date	Par		Accretion		Par + Accretion		Price Paid
74529JAP0	PR S/TAX-CABS-A	PR	Purchase	3/22/2017		$488,535,000	—			$488,535,000		$56,914,328
Total						$488,535,000		$0		$488,535,000		$56,914,328
Parent Purchases/Sales Since January 1, 2017
CUSIP	Name	Type	Transaction	Trade Date	Par		Accretion		Par + Accretion		Price Paid
N/A	Weinstein SA Notes	SA SN	Purchase	3/7/2017	$	36,888,218	$	14,431,115	$	51,319,333	$	45,468,929
023138AA8	General Account Notes	GA SN	Purchase	3/24/2017	10,000,000		4,025,697		14,025,697		12,300,000
N/A	DPO (Exc)	DPO	Purchase	3/27/2017	73,033,728		18,428,010		91,461,738		0 37
023138AA8	General Account Notes (Exc)	GA SN	Sale	3/27/2017	64,750,000		26,091,116		90,841,116		0
023138AA8	General Account Notes	GA SN	Purchase	3/31/2017	23,608,320		9,517,518		33,125,838		29,038,242
219639AA9	Corolla Trust Notes 38	JSN	Purchase	7/19/2017	45,000,000		6,986,483		51,986,483		38,137,500
N/A	Option to Purchase Corolla Trust Notes 39	JSN	Purchase	7/19/2017	45,000,000		6,986,483		51,986,483		10,878,750
Total					$	298,280,266	$	86,466,422	$	384,746,688	$	135,823,421

^{________________________________} 

³⁷  Note: The DPOs were swapped for the General Account Notes in the line below.

³⁸  Note: Accretion values for the Corolla Trust Notes and Option to Purchase Corolla Trust Notes are based on 7/19/2017 values.

³⁹   Note: This is an option to purchase the amount of Corolla Trust Notes reflected in the chart and the price paid noted in the chart only reflects the purchase price of the option and does not reflect the price that will be paid if the option is exercised. The Corolla Trust Notes subject to the option have not been purchased.

EX-10.2

Exhibit 10.2

July 19, 2017

CONFIDENTIAL

TO: Ambac Assurance CorporationOne State Street PlazaNew York, NY 10004

Re: Tier II Commitment

Ladies and Gentlemen:

Reference is made to the term sheet attached hereto as Annex I (the “Term Sheet”), relating to the issuance by Ambac Assurance Corporation (the “Issuer”) of its notes secured by certain proceeds of the RMBS Litigations as further described in the Term Sheet (the “Notes”). Capitalized terms used herein without definition shall have the meanings given to them in the Term Sheet.

1.     This letter agreement (this “Letter Agreement”) shall become effective upon the date hereof. Each of the investors listed on Schedule A hereto (each an “Investor”, and together the “Investors”) and the Issuer hereby agree, subject to the conditions set forth herein, to enter into the transaction contemplated by the Term Sheet, including the issuance of the Notes by the Issuer to the Investors, and the purchase of the Notes by the Investors, on the terms and subject to the conditions that are set forth in the Term Sheet (with definitive documentation to be negotiated in good faith by (x) the Issuer and (y) Canyon Capital Advisors LLC, on behalf of the Investors; provided that such documentation shall not include economic terms different from those in the Term Sheet without the consent of each Investor and the Issuer), on the Issue Date in an amount requested by the Issuer up to $240,000,000 aggregate (the “Total Commitment”). Each Investor (severally, and not jointly) agrees to fund the portion of the Total Commitment listed next to such Investor’s name on Schedule A hereto (their respective “Commitment”) on the Issue Date. The foregoing obligations of the parties hereto are subject to the contemporaneous effectiveness of the Plan Amendment and settlement of the Exchange Offer (as defined in the Support Agreement (as defined below)); provided that no Investor shall, under any circumstances, be obligated to purchase Notes from the Issuer, and the Issuer shall not be obligated to sell Notes to such Investor, in each case in excess of such Investor’s Commitment.

2.     The obligations of the parties hereto, including each Investor’s obligation to fund its Commitment shall terminate upon the earliest to occur of (i) 365 days from the execution of the Rehabilitation Exit Support Agreement, by and among AAC, Ambac Financial Group, Inc. (“AFG”) and certain holders of securities party thereto, dated as of the date hereto (the “Support Agreement”) and (ii) the Issue Date if the Investors have funded the Total Commitment (at which time the obligations shall be discharged). In addition, each of the parties hereto shall have an option to terminate this Letter Agreement following (i) the resolution of Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 651612/2010 (N.Y. Sup. Ct. N.Y. Cnty.) (Bransten, J.) or (ii) the termination of the Support Agreement. Upon any such termination of this Letter Agreement, any obligations hereunder will terminate and none of the parties hereto shall have any liability hereunder whatsoever to any other party.

3.     No Investor’s obligation to fund its respective Commitment may be assigned, in whole or in part, without the prior written consent of the Issuer and any attempted assignment

1

without such consent shall be null and void and of no force or effect; provided that each Investor may assign all or a portion of its obligations to fund its Commitment to affiliates or affiliated funds or to entities governed by an affiliate or an affiliated fund so long as such assignee is (i) an “institutional accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act, or (iii) a non-US person within the meaning of Rule 902 of the Securities Act, and is not a defendant in any RMBS Litigation or similar litigation or a defendant’s subsidiary, affiliate or any person acting under their direction or influence; and provided, further, that, unless otherwise agreed by the Issuer, any such assignment shall not relieve such Investor of its obligations under this Letter Agreement, including its obligation to fund its Commitment, unless such assignment is to a fund affiliate of such Investor that has entered into a letter agreement with the Issuer on substantially the same terms as this Letter Agreement and the representations and warranties of such fund affiliate therein are true and correct in all material respects.

4.     This Letter Agreement shall be binding on and solely to the benefit of and enforceable by each of the Investors and their permitted assignees and the Issuer, and nothing set forth in this Letter Agreement shall be construed to confer upon or give to any other person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Issuer to enforce, the Commitments or any provisions of this Letter Agreement.

5.     Notwithstanding anything that may be expressed or implied in this Letter Agreement, the parties hereto, by their acceptance of the benefits of this commitment, each covenant, agree and acknowledge that no person other than the parties hereto shall have any obligation hereunder and that no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, other direct or indirect beneficial owner, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, other direct or indirect beneficial owner, affiliate or assignee of any of the foregoing (each an “Affiliated Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Affiliated Party, as such, for any obligations of the undersigned under this Letter Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligations or their creation.

6.     Each Investor hereby represents and warrants to the Issuer that:

(a) such Investor has all necessary corporate, limited partnership or limited liability company, as applicable, power and authority to execute and deliver this Letter Agreement and to perform its obligations hereunder,

(b) the execution, delivery and performance of this Letter Agreement by such Investor has been duly authorized by all necessary action on its part,

(c) this Letter Agreement has been duly and validly executed and delivered by such Investor and constitutes a valid and legally binding obligation of such Investor,

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(d) the execution, delivery, and performance by it of this Letter Agreement does not (i) violate any provision of law, rule, or regulation applicable to it or its certificate of incorporation or by-laws (or other organizational documents) or (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party,

(e) the execution, delivery and performance by it of this Letter Agreement does not and shall not require any registration or filing by it with, consent or approval of, notice to, or other action to, with, or by, any Federal, State or other governmental authority or regulatory body, except such filings made prior to the date hereof and except for consents or approvals that have been obtained prior to the date hereof,

(f) this Letter Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability,

(g) no litigation or proceeding before any court, arbitrator, or administrative or governmental body is pending against it that would adversely affect its ability to enter into this Agreement or perform its obligations under this Letter Agreement and the Term Sheet,

(h) the Commitment is less than the maximum amount that such Investor is permitted to invest in any one investment pursuant to the terms of its constituent documents,

(i) such Investor has, or will have on the Issue Date, sufficient funds to fund the Commitment;

(j) such Investor is either (i) an “institutional accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act, (ii) a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act, or (iii) a non-U.S. person within the meaning of Rule 902 of the Securities Act;

(k) such Investor (i) is a sophisticated investor with respect to the transactions described herein with knowledge and experience in financial and business matters sufficient to evaluate the merits and risks of owning and investing in securities similar to the Notes, making an informed decision with respect thereto, and evaluating properly the terms and conditions of this Agreement, and it has made its own analysis and decision to enter in this Agreement, (ii) acknowledges receipt of the risk factors attached hereto as Annex II, (iii) has had the opportunity to meet with management of the Issuer and to ask questions and review information with respect to the Issuer’s business, financial condition, results of operations and financial and operational outlook (including the Issuer’s public disclosures), and it has obtained all information it deems necessary or appropriate in order to enter into this Agreement and make the investment decision contemplated hereby and (iv) acknowledges that neither the Issuer nor any of its affiliates are making any representation, warranty, covenant or

3

guarantee regarding the outcome of the RMBS Litigations (as defined in the Term Sheet); and

(l) such Investor acknowledges that the Notes will be subject to restrictions on transfer as set forth in the Term Sheet.

7.    The Issuer hereby represents and warrants to each Investor that:

(a) the Issuer has all necessary corporate power and authority to execute and deliver this Letter Agreement and to perform its obligations hereunder;

(b) the execution, delivery and performance of this Letter Agreement by the Issuer has been duly authorized by all necessary action on its part;

(c) this Letter Agreement has been duly and validly executed and delivered by the Issuer and constitutes a valid and legally binding obligation of the Issuer;

(d) the execution, delivery, and, subject to all required approvals by the applicable regulatory authorities prior to the Issue Date and to the effectiveness of the Plan Amendment, performance by it of this Letter Agreement does not (i) violate any provision of law, rule, or regulation applicable to it or its certificate of incorporation or by-laws (or other organizational documents) or (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party;

(e) the execution, delivery and, subject to all required approvals by the applicable regulatory authorities prior to the Issue Date and to the effectiveness of the Plan Amendment, performance by it of this Letter Agreement does not and shall not require any registration or filing by it with, consent or approval of, notice to, or other action to, with, or by, any Federal, State or other governmental authority or regulatory body, except such filings made prior to the date hereof and except for consents or approvals that have been obtained prior to the date hereof;

(f) this Letter Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

(g) no litigation or proceeding before any court, arbitrator, or administrative or governmental body is pending against it that would adversely affect its ability to enter into this Agreement or perform its obligations under this Letter Agreement and the Term Sheet;

(h) The financial guaranty claim payments and Deferred Loss Amounts (as defined in that certain Plan of Rehabilitation, as amended, effective as of June 12, 2014, as further amended and/or clarified from time to time) set forth in the spreadsheet provided to each of the Investors on July 14, 2017 and referenced in columns “ETD Claims Paid (net of subrogation)” and “ETD Deferred Amount” respectively represent in all material respects an accurate summary of the paid portions of permitted policy claims (net of subrogation) and the unpaid portions of permitted policy claims, respectively, received by, and recorded on the books

4

of, the Segregated Account of Ambac Assurance Corporation and/or the Issuer with respect to the insured securities under the transactions which are the subject of the RMBS Litigations as of March 31, 2017;

(i) to the Issuer’s knowledge, the gross remediation credit of $1,893 million (net of reinsurance) for representation and warranty recoveries that is included in Issuer’s financial statements as of March 31, 2017 was an accurate estimate when made in all material respects and the Issuer has no knowledge of any development which would reasonably be expected to materially decrease such gross remediation credit in the financial statements for the period ending June 30, 2017; and

(j) the Issuer has not reached any agreements or understandings with respect to the principal terms of a settlement of any of the RMBS Litigations.

8.    This Letter Agreement, the negotiation, execution or performance of this Letter Agreement and any disputes arising under or related hereto (whether for breach of contract, tortious conduct or otherwise) shall be governed and construed in all respects, including as to validity, interpretation and effect, in accordance with the laws of the State of New York, New York County, without reference to its conflicts of law principles, to the extent such principles are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. Each party hereto irrevocably agrees that any suit, action or proceeding against it arising out of or in connection with this Letter Agreement or the transactions contemplated by this Letter Agreement or disputes relating hereto (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, or, if such court does not have jurisdiction, the state courts of New York located in New York County, and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam with respect to any such suit, action or proceeding and waives to the fullest extent permitted by applicable law any objection that it may now or hereafter have that any such suit, action or proceeding has been brought in an inconvenient forum. Notwithstanding the foregoing, any final judgment in any suit, action or proceeding may be enforced in other jurisdictions by suit on the judgment in any other manner provided by applicable law. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

9.    Each Investor agrees that it will not directly or indirectly engage in discussions regarding the RMBS Litigations (as defined in the Term Sheet) with any litigant that is adverse to the Company or the Segregated Account in the RMBS Litigations or otherwise take any action, directly or indirectly, that could reasonably be expected to interfere with the RMBS Litigations, provided however, that this sentence shall not prohibit in any way whatsoever, any Investor from exercising any right it has or may have as a named party or directing holder in any litigation.  

5

10.    No Investor, nor any of its affiliates, shall (a) object to, or otherwise commence any proceeding to oppose, the Rehabilitation Exit Transactions (as defined in the Support Agreement) or (b) directly or indirectly seek, solicit, support, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Issuer or the Segregated Account of Ambac Assurance Corporation.

11.    This Letter Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the parties hereto or any of their respective affiliates and any other person with respect to the subject matter hereof. Except as otherwise provided in this Letter Agreement, including in Paragraph 2, the terms of this Letter Agreement may not be terminated, modified or otherwise amended, or waived, except pursuant to a written agreement signed by each of the Investors and the Issuer. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

[Rest of Page Left Intentionally Blank]

6

Very truly yours,

CANYON CAPITAL ADVISORS LLC,

on behalf of its participating funds and managed accounts

By:    /s/ Jonathan M. Kaplan    

Name:    Jonathan M. Kaplan
Title:    Authorized Signatory

[Tier II Commitment Letter]

CENTERBRIDGE CREDIT PARTNERS MASTER, L.P.

By:    Centerbridge Credit Partners Offshore General Partner, L.P., its general partner

By:  /s/ Susanne V. Clark                      

Name: Susanne V. Clark

Title: Authorized Signatory

CENTERBRIDGE CREDIT PARTNERS , L.P.

By: Centerbridge Credit Partners General Partner, L.P., its general partner

By:  /s/ Susanne V. Clark                      

Name: Susanne V. Clark

Title: Authorized Signatory

CENTERBRIDGE SPECIAL CREDIT PARTNERS II, L.P.

By: Centerbridge Special Credit Partners General Partner II, L.P., its general partner

By:  /s/ Susanne V. Clark                      

Name: Susanne V. Clark

Title: Authorized Signatory

CENTERBRIDGE SPECIAL CREDIT PARTNERS, L.P.

By:     Centerbridge Special Credit Partners General Partner, L.P., its general partner

By:  /s/ Susanne V. Clark                      

Name: Susanne V. Clark

Title: Authorized Signatory

[Tier II Commitment Letter]

DAVIDSON KEMPNER CAPITAL MANAGEMENT LP,

on behalf of certain of its affiliated investment funds

By:    /s/Morgan P. Blackwell    

Name:    Morgan P. Blackwell
Title:    Managing Member

[Tier II Commitment Letter]

GOLDENTREE ASSET MANAGEMENT LP,

on behalf of certain funds and accounts for which it serves as investment manager

By:    /s/ Peter Alderman    

Name:    Peter Alderman

Title:    Vice President

[Tier II Commitment Letter]

Acknowledged and agreed as of
the date first above written:AMBAC ASSURANCE CORPORATION
By:    /s/ Claude LeBlanc    

Name:    Claude LeBlancTitle:    President and Chief Executive Officer

[Tier II Commitment Letter]

Schedule A–Commitments

Investor 1	Commitment
Canyon Capital Advisors LLC	$[intentionally omitted]
Centerbridge Credit Partners Master, L.P., Centerbridge Credit Partners, L.P., Centerbridge Special Credit Partners II, L.P., Centerbridge Special Credit Partners, L.P.	$[intentionally omitted]
Davidson Kempner Capital Management, LP	$[intentionally omitted]
GoldenTree Asset Management LP	$[intentionally omitted]
Aggregate Commitment	$240,000,000

^{________________________________} 

¹  For each Investor (other than Centerbridge Credit Partners Master, L.P., Centerbridge Credit Partners, L.P., Centerbridge Special Credit Partners II, L.P. and Centerbridge Special Credit Partners, L.P.), the commitment amount listed is the aggregate commitment for certain of the funds and accounts for which such Investor serves as investment manager.

Annex I

TERM SHEET

Ambac Assurance Corp. Notes Secured by Junior Interests in RMBS Litigations

Security Description	Ambac Assurance Corp senior notes (the “Notes”), secured by the junior interests in the RMBS Litigations specified herein.
Issuer:	Ambac Assurance Corporation (“AAC”)
Format:	The Notes will be issued in a section 4(a)(2) private placement. The Notes will be in DTC book entry.
Fiscal Agent / Trustee / Initial Purchaser (for DTC eligibility):	TBD
Issue Date:	The effective date of the Plan Amendment.
Ticking Date:	60 days after the Commitment Date.
Final Maturity Date:	The same date and month as the Issue Date in the year 2055.
Principal Amount:	$240,000,000
Commitment Fee:	2.5% of the Principal Amount, payable in cash upon execution of a binding commitment letter satisfactory to AAC to which this term sheet is attached (the “Commitment Date”).
Ticking Fee:	3.5% of the Principal Amount per annum, payable monthly in cash from the Ticking Date until the earliest of (i) the Issue Date, (ii) the rejection of the Plan Amendment by the applicable insurance regulator, and (iii) termination of the applicable commitment letter following the resolution of Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 651612/2010 (N.Y. Sup. Ct. N.Y. Cnty.) (Bransten, J.) or the termination of that certain Rehabilitation Exit Support Agreement, by and among AAC, Ambac Financial Group, Inc. and certain holders of securities party thereto, dated as of the date of the applicable commitment letter; provided that, in the event of a termination pursuant to clauses (ii) or (iii), the minimum number of months of ticking fee payable shall be 3 months.
Interest Accrual Rate:	Interest shall accrue from but excluding the Issue Date at 8.5% per annum and shall be calculated on an annual, 30/360 basis. Interest payments will not be made in cash on interest payment dates and shall be paid-in-kind and compounded on each Interest Accrual Date, unless (i) funds are available to make such payments in cash in the manner described in Payment of Interest and Principal section below or (ii) interest is paid in cash in respect of the Reference Surplus Notes (other than payments in connection with the Plan Amendment as described in the Surplus Note Distribution Percentage section).
Interest Accrual Date:	The last day of each calendar quarter.

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Payment of Interest and Principal:

AAC will make payments as follows: 1)    Upon receipt of any Tier 2 Net Proceeds (as defined below) by AAC and provided that the Initial Call Date has occurred, AAC shall be obliged to prepay the Notes on the next occurring Payment Date with such Tier 2 Net Proceeds by applying such proceeds; first, against any and all outstanding accrued and unpaid interest amounts due and payable on the Notes, and second, against any outstanding unpaid principal balance on the Notes. 2)    In the event that a payment (other than payments in connection with the Plan Amendment as described in the Surplus Note Distribution Percentage section) is made on the Reference Surplus Notes (as defined below) (a “SSN Payment Date”) and provided that the Initial Call Date has occurred, AAC shall be obliged to prepay the Notes on the next occurring Payment Date in an amount (the “SSN Payment”) equal to: a) the then outstanding accrued and unpaid interest and principal balance of the Notes, multiplied by b) the Surplus Note Distribution Percentage, as defined below and by applying such proceeds: first, against any and all outstanding accrued and unpaid interest amounts due and payable on the Notes, and second, against any outstanding unpaid principal balance on the Notes. For the avoidance of doubt, it is contemplated that there can be multiple such distributions (in the event of multiple regulator approved payments to the Reference Surplus Notes). In the event of a SSN Payment Date prior to the scheduled maturity date of the Reference Surplus Notes that includes a principal payment on such Reference Surplus Notes, occurring prior to the one year anniversary of a payment of principal on the Notes (a “Recent Principal Payment”) and provided that the Initial Call Date has occurred, in lieu of making an SSN Payment as calculated in the foregoing paragraph, AAC shall be obliged to make a SSN Payment equal to: a) the outstanding accrued and unpaid interest and principal balance of the Notes immediately prior to the Recent Principal Payment, multiplied by b) the Surplus Note Distribution Percentage, as defined below and by applying such proceeds: first, against any and all outstanding accrued and unpaid interest amounts due and payable on the Notes, and second, against any outstanding unpaid principal balance on the Notes. For the avoidance of doubt, it is contemplated that there can be multiple such distributions (in the event of multiple regulator approved payments to the Reference Surplus Notes). 3)    At the Final Maturity Date, or on any Early Termination Date on which the Notes are to be redeemed in whole, payment of the then outstanding interest and principal balance of the Notes, in full 4)    On any Early Termination Date on which the Notes are to be redeemed in part, the interest and principal outstanding on the Notes to be redeemed and any applicable Make-Whole Premium.

Payment Preference:

The Notes will constitute secured debt to the extent of the value of the Account, and any unsecured portion of the Notes in a liquidation of AAC will constitute class 5 claims under Wisc. Stat. 645.68.

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Payment Dates:	Payment Dates shall include: 1) 5 business days after; a) receipt by AAC of Tier 2 Net Proceeds, or b) a SSN Payment Date (in either case subject to the Call Protection provision), 2) any Early Termination Date, and 3) the Final Maturity Date, in each case, as applicable. For the avoidance of doubt, to the extent that an SSN Payment Date or receipt of Tier 2 Net Proceeds occurs prior to the Initial Call Date, the first date that payment shall actually be required to be made in respect of such SNN Payment Date or receipt of Tier 2 Net Proceeds shall be the Initial Call Date, and the Issuer shall be required to comply with the Account funding requirements in the Call Protection section in the interim in lieu of making such payment on such Payment Date.
Reference Surplus Notes:	Senior Surplus Notes, bearing 5.1% interest, with a scheduled maturity date of June 7, 2020 issued by AAC, ISIN 023138AA88
Surplus Note Distribution Percentage:	Upon any SSN Payment Date, the Surplus Note Distribution Percentage shall be equal to the percentage calculated as: (i) the amount of payments to be made on the Reference Surplus Notes on such SSN Payment Date, as the numerator, over (ii) the outstanding unpaid interest and principal balance of the Reference Surplus Notes immediately prior to such distribution, as the denominator. Note that, for the purpose of determining the Surplus Note Distribution Percentage, any payments to the Surplus Notes made in connection with the transactions relating to the exit of the Segregated Account of AAC from rehabilitation (the “Plan Amendment”) are excluded (i.e., the Reference Surplus Note balance is considered to be 100% following any payments made on or before or in connection with the Issue Date).
Control and Covenants Related to the RMBS Litigation:	At all times, AAC and the Segregated Account (if not merged with and into AAC) will control the RMBS Litigation in all respects (including, without limitation, all decisions as to strategy, settlement, pursuit and abandonment), and the holders of the Notes shall have no right to join or participate in the RMBS Litigation in any way. No holder of the Notes or of any beneficial interest in the Notes shall have any third party beneficiary rights under, relating to or in respect of the RMBS Litigation. Each such holder shall agree not to, and shall procure that none of its affiliates, representatives, employees, directors, shareholders or agents shall, take any action, whether direct or indirect, that is intended to, or could be reasonably expected to, interfere with, or influence the value, settlement discussions, legal arguments, timing of, the prosecution or resolution, in any way whatsoever, any RMBS Litigation or other litigation to which AAC or the Segregated Account is a party. For the term of these Notes, AAC will covenant not to sell or otherwise transfer to any third party any of its ownership of the Net Proceeds in excess of $1.6 billion (other than in connection with contingency fee arrangements with counsel).

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Early Termination:	AAC may voluntarily prepay the Notes, in whole or in part, (i) on the Initial Call Date or thereafter without penalty; or (ii) prior to the Initial Call Date, pursuant to the provisions set out in the Call Protection section (any such prepayment date, an “Early Termination Date”). In the event of such a voluntary prepayment, any amounts paid will be applied; first to accrued and unpaid interest under the Notes to be redeemed, and second to the unpaid principal balance of the Notes to be redeemed. Subject to the provisions set forth in the Call Protection Section, there are no prepayment penalties. For the avoidance of doubt, in the event AAC receives Tier 2 Net Proceeds in an amount greater than amounts due under the Notes (including the receipt of Tier 2 Proceeds after the full satisfaction of the Notes), AAC shall not be required to pay such excess Tier 2 Net Proceeds to the holders of the Notes or any other third party. The Notes are entitled solely to unpaid principal and accrued interest amounts thereon.
Call Protection:	To the extent there is an SSN Payment Date or receipt of Tier 2 Net Proceeds in advance of the Initial Call Date (as defined below), a separate account (the “Account”) will be funded on the date that would have been the next occurring Payment Date (but for the application of this Call Protection Provision) with amounts equal to any Tier 2 Net Proceeds and/or SSN Payments which would have been applied in redemption of the Notes but for the application of this Call Protection provision (including the applicable Make-Whole Premium). Notwithstanding the occurrence of a Payment Date, except as provided below, the Notes may not be redeemed or repaid prior to Initial Call Date. Thereafter, as set forth under the Early Termination section, the Notes may be redeemed, in whole or in part, at the option of the Issuer, at a price equal to 100% of the aggregate principal amount redeemed, plus accrued and unpaid interest, if any. The Account will be pledged to secure the Notes and will be subject to an account control agreement in favor of the noteholders.
	AAC’s obligation to pre-fund such amounts will be subject to a maximum amount equal to the sum of the aggregate principal amount of all outstanding Notes and the applicable Make-Whole Premium on all such Notes (the “Maximum Amount”). The Account, which will be pledged as security for the Notes, can be funded with cash, or with fixed-income assets (subject to the guidelines detailed on Exhibit A hereto). If the Maximum Amount has been funded in the Account, (i) any Tier 2 Net Proceeds in excess of the Maximum Amount shall be exclusively for the account of AAC and the lien over the remaining Tier 2 Net Proceeds shall be, immediately and without further action, released; and (ii) there shall be no further obligation to redeem any of the Notes, or fund the Account, as a consequence of any payment on the Reference Surplus Notes, any further receipt of Tier 2 Net Proceeds or any diminution of value of the Account (though, for the avoidance of doubt, such diminution shall in no event reduce the amount owed in respect of the Notes). If and only if the Account has been funded in excess of the Maximum Amount, AAC may, in its sole discretion, withdraw such excess from the Account for its general use, free and clear of any liens for the benefit of the noteholders.

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At any time and from time to time AAC may also, in its sole discretion, collateralize any amount of Notes by funding the Account with any source of cash or Eligible Investments (as defined on Exhibit A) in an amount equal to the principal amount of such Notes, all accrued and unpaid interest thereon, and the Make-Whole Premium that would have been payable if such Notes were redeemed on the date of such funding; provided, that all such collateralized Notes shall be repaid (without premium or penalty) on the Initial Call Date if they are not redeemed prior to such Initial Call Date with their applicable Make-Whole Premium on such prior date.

Prior to the Initial Call Date, AAC may at its option (including, for the avoidance of doubt, through the use of Tier 2 Net Proceeds or SSN Payments as an alternative to funding the Account, or any other source of available cash) redeem the Notes in whole or in part, on one or more occasions, at a redemption price equal to 100% of the aggregate principal amount to be redeemed plus accrued and unpaid interest thereon, if any, and a make-whole premium based on the present value of all required and remaining scheduled interest payments (taking into account compounding on each scheduled interest payment date) due on such Notes to be redeemed through the Initial Call Date, computed using a discount rate equal to the yield on U.S. Treasury notes with a maturity closest to the Initial Call Date plus 50 basis points (the “Make-Whole Premium”).

“Initial Call Date” means the 39^th month anniversary of the Ticking Date, which such date shall be automatically extended on each month anniversary of the Issue Date after the one year anniversary of the Issue Date, on a ratable basis, to (i) the 48^th month anniversary of the Ticking Date by the second year anniversary of the Issue Date and (ii) the 54^th month anniversary of the Ticking Date by the third year anniversary of the Issue Date; provided that for any given redemption or repayment of principal on the Notes (in whole or in part), the Initial Call Date for such principal to be redeemed or repaid shall be determined as of the earlier of the date of such redemption or repayment and the date that an amount equal to the amount of principal ² to be redeemed or repaid was funded (in the form of cash or Eligible Investments (as defined on Exhibit A)) into the Account. For the avoidance of doubt, for any given redemption or repayment of principal on the Notes, there shall be no extensions of the Initial Call Date for such redemption or repayment after the earlier of the third year anniversary of the Issue Date and the date that an amount equal to the amount of principal to be redeemed or repaid was funded (in the form of cash or Eligible Investments (as defined on Exhibit A)).

^{________________________________} 

²  For the avoidance of doubt, such principal must always be funded into the Account along with any accrued and unpaid interest thereon plus the Make-Whole Premium that would have been payable if such Notes were redeemed on the date of such funding.

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RMBS Litigations:	Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 651612/2010 (N.Y. Sup. Ct. N.Y. Cnty.) (Bransten, J.); Ambac Assurance Corp. et al. v. First Franklin Fin. Corp. et al., Index No. 651217/2012 (N.Y. Sup. Ct. N.Y., Cnty.) (Singh, J.); Ambac Assurance Corp. et al., v. Nomura Credit & Capital, Inc. et al., Index No. 651359/2013 (N.Y. Sup. Ct. N.Y., Cnty.); Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 653979/2014 (N.Y. Sup. Ct. N.Y. Cnty.) (Friedman, J.); Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc., No. 14 CV 3511 (Wis. Cir. Ct. Dane Cnty.) (Anderson, J.); and Ambac Assurance Corp. et al. v. Countrywide Home Loans, Inc. et al., Index No. 652321/2015 (N.Y. Sup. Ct. N.Y. Cnty.) (Friedman, J.) (collectively with any successor proceeding against the same parties (or any of their successors) with respect to substantially the same claims, the “RMBS Litigation”).
Net Proceeds:	“Net Proceeds” are equal to (i) the Total Proceeds minus (ii) all amounts paid or payable to reinsurers in connection with the receipt of the Total Proceeds.
Tier 2 Net Proceeds:	“Tier 2 Net Proceeds” are equal to 100% of all Net Proceeds in excess of $1.6 billion. The Notes shall be secured by the right to receive Tier 2 Net Proceeds.
Total Proceeds:	“Total Proceeds” will consist of the dollar amount of proceeds of the RMBS Litigation received pursuant to any final and non-appealable judgment, settlement or other arrangement by AAC at any time during the period commencing on the Issue Date and ending on and including the Termination Date. For purposes of calculating the dollar amount of proceeds, (i) the dollar amount of proceeds received directly by AAC in cash will be deemed to equal the amount of such cash, (ii) the dollar amount of any non-cash proceeds received directly by AAC shall be deemed to equal the fair value of such non-cash proceeds and (iii) the dollar amount of any cash or non-cash proceeds received by others for the benefit, in whole or in part, of AAC (“indirect proceeds”) will be deemed to equal the fair value to AAC of such indirect proceeds. For purposes of (ii) and (iii) above, the fair value shall be as determined by a third-party appraiser mutually acceptable to AAC and a majority of the noteholders and the terms of such third-party appraisal shall be specified in the definitive documentation governing the Notes.
RMBS Litigation Payments:	Subject to satisfaction of the Notes, AAC shall pay and/or transfer any Tier 2 Net Proceeds received, in accordance with the terms of the Notes. For the avoidance of doubt, AAC will not be required to pay, and will not be deemed to have received, any Tier 2 Net Proceeds unless the Tier 2 Net Proceeds are received pursuant to a final and non-appealable judgment, settlement or other arrangement.
Non-Cash RMBS Litigation Payments:	In the event AAC receives any non-cash Tier 2 Net Proceeds, AAC will, for purposes of making required payments under the Notes, pay a cash amount equal to the fair value of such non-cash Tier 2 Net Proceeds as determined in the manner specified under Total Proceeds, and any such payment of cash shall constitute part of the Tier 2 Net Proceeds payable for the purposes of the satisfaction of AAC’s obligations thereunder.

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Conditions Precedent:	•    Satisfaction or waiver of the conditions to effectiveness set forth in the Plan Amendment; •    Execution of final documentation reflecting the terms and conditions set forth herein; •    Payment of reasonable and documented legal fees of the initial purchaser subject to a $400,000 cap; provided, that, any such reasonable and documented fees and expenses in excess of $400,000 shall be payable with the consent of AAC (which shall not be unreasonably withheld). •    Delivery of customary corporate predicate, enforceability, and registration exemption opinions.
Event of Default:	Failure of AAC to pay amounts due under the Notes within 5 days after the applicable Payment Date. Breach of any representations, warranties or covenants, subject to customary materiality thresholds and cure periods as reasonably agreed to by AAC and the noteholders.
Acceleration:	None.
Representations and Covenants:	Representations, warranties, and covenants substantially equivalent to those relating to the Reference Surplus Notes in that certain Bank Settlement Agreement, dated June 7, 2010, by and among AAC and certain bank counterparties (as amended through the Issue Date) (the “Precedent Terms”), subject to necessary modifications to reflect priority and structure, as reasonably agreed to by AAC and the noteholders. Representations shall also include, without duplication, a bring-down of the due authorization, enforceability and no conflicts representations made in the commitment letter to which this Term Sheet is attached. If any of the Precedent Terms are eliminated, amended, or otherwise modified, either by virtue of a formal amendment, as a result of a redemption or other purchase of Reference Surplus Notes, or otherwise, the holders of Notes shall continue to have the benefit of such provisions regardless of any such occurrence unless holders of a majority of the Notes agree to such change in writing; provided, that, if any such amendment or other modification is more favorable to holders of the Reference Surplus Notes, the analogous provisions of the transaction documents in respect of the Notes shall be automatically deemed amended to reflect such more favorable terms.
Governing Law:	New York
Transfer Restrictions:	The Notes may be transferred only to persons who are (i) an “institutional accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act, (ii) a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act, or (iii) a non-US person within the meaning of Rule 902 of the Securities Act in transactions exempt from registration under the Securities Act. Without the prior written consent of AAC, no holder of Notes may assign, sell, dispose, hypothecate, rehypothecate or otherwise transfer directly or indirectly, synthetically or through any participation, option, put, call or other derivative any Notes or any rights to any Notes to any defendant in any RMBS Litigation or similar litigation or any of their respective subsidiaries or affiliates or any person acting under their direction or influence.

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Other:	Customary provisions regarding consent to jurisdiction, waiver of jury trial, service of process and other miscellaneous matters.
Registration:	The Notes will not be registered under the Securities Act of 1933, as amended, or any other applicable securities law and, unless so registered, such Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
Tax Characterization:	For federal, state and local income tax purposes, AAC, and by accepting the Notes, the holders of the Notes, will agree to treat the Notes as indebtedness of AAC.

THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY OFFER WITH RESPECT TO ANY SECURITIES, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES OR OTHER APPLICABLE LAWS. THIS TERM SHEET HAS BEEN PRODUCED FOR DISCUSSION ONLY AND IS SUBJECT TO THE PROVISIONS OF RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND OTHER SIMILAR APPLICABLE STATE EQUIVALENTS

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Exhibit A

Investment Guidelines

“Eligible Investment” means: (a) prior to the first year anniversary of the Issue Date, United States of America (“U.S.”) dollars, money market funds, and overnight deposits (collectively “Cash”) and (b) on or after the first year anniversary of the Issue Date, Cash, U.S. government mutual funds or treasury bills, bonds, notes or other debt obligations of the United States of America in each case with a maturity date on or before the applicable Initial Call Date at the time of the purchase of such debt obligations (“Qualifying U.S. Treasuries”). For the avoidance of doubt, Cash funded into the Account prior to the first year anniversary may be used to buy U.S. government mutual funds and Qualifying U.S. Treasuries in the Account on or after the first year anniversary of the Issue Date.

Annex II

RISK FACTORS

Investing in the Notes involves a high degree of risk. Before you commit to purchase any Notes, you should carefully consider the risks described below and the other information, including the consolidated financial statements and accompanying notes, referred to herein. The occurrence of any of the following risks or additional risks and uncertainties not presently known could materially and adversely affect the amount or timing of funds available for payments on the Notes, or the value of the Notes. Capitalized terms used herein without definition shall have the meanings given to them in the Term Sheet (as defined in the Letter Agreement to which this Annex II is attached). The term “Tier II Notes” as used hereafter shall mean the “Notes” as defined in the Term Sheet and the term “Senior Secured Notes” as used hereafter shall mean any notes that may be issued which are secured by proceeds in respect of the RMBS Litigations in an amount up to, but not in excess of, $1.4 billion.

The Tier II Notes are secured only by potential recoveries on Ambac Assurance Corporation’s (“Ambac”) RMBS Litigations in excess of $1.6 billion and Ambac’s ability to obtain, and the timing of, any recovery on the RMBS Litigations is subject to significant uncertainty.

The Tier II Notes are secured only by Ambac’s potential recoveries in respect of the RMBS Litigations in excess of $1.6 billion. The RMBS Litigations arise from Ambac’s claims of fraud and/or contractual breaches of representations and warranties with respect to certain residential mortgage-backed securities (“RMBS”) transactions insured by Ambac. These claims are based on, among other things, representations with respect to the characteristics of the securitized loans, the absence of borrower fraud in the underlying loan pools or other misconduct in the origination process, the compliance of loans with the prevailing underwriting policies, and compliance of the RMBS transaction counterparties with policies and procedures related to loan origination and securitization. In such cases, where contract claims are being pursued, the sponsor of the transaction is contractually obligated to repurchase, cure or substitute collateral for any loan that breaches the representations and warranties. However, generally the sponsors have not honored those obligations and have vigorously defended claims brought against them.

The outcome of any litigation, including the RMBS Litigations, is inherently unpredictable, including because of risks intrinsic in the adversarial nature of litigation. Subsequent court motions, appeals and rulings, some of which could relate to the transactions contemplated by that certain Rehabilitation Exit Support Agreement, by and among Ambac, Ambac Financial Group, Inc. (“AFG”) and certain holders of securities party thereto, dated as of the date of the Letter Agreement to which this Annex II is attached, and the issuance of the Tier II Notes, could delay or otherwise impact any recovery by Ambac. Moreover, rulings that may be adverse to Ambac (in any given RMBS Litigation, as well as in related matters) could affect Ambac’s ability to pursue its claims or alter settlement dynamics with RMBS Litigations counterparties. There can be no assurance that Ambac will be successful in prosecuting its claims in the RMBS Litigations.

Any litigation award or settlement amount is subject to counterparty credit risk, successor liability and other similar risks of recovery, including that the sponsor is unable to honor its contractual obligations or pay a judgment that Ambac may obtain in litigation. Some sponsors against which Ambac has claims have been acquired since the securitized loans were originated and their successors may decline to honor the sponsor’s obligations. Ambac may not be successful in enforcing its claims against any successor entity. There can be no assurance that Ambac will not have difficulties recovering any damages it may be owed or that it will recover all amounts to which it believes it is entitled or that any actual recoveries will not differ materially from the remediation credit Ambac has currently accounted for in its financial statements.

Ambac’s inability to realize the recoveries included in its financial statements could adversely impact the value of the Tier II Notes.

As of March 31, 2017, Ambac included in its financial statements a remediation credit of $1,893.0 million (net of reinsurance) for representation and warranty recoveries. This remediation credit is based on contractual claims arising from RMBS transactions that Ambac insured, and represents a probability-weighted estimate of amounts Ambac may recover under various possible scenarios under the applicable accounting rules. Ambac’s remediation credit does not represent the full amount of damages that Ambac seeks to recover in those matters, and also does not include any amounts attributable to RMBS litigation matters in which Ambac is pursuing only claims for fraudulent inducement. As such, Ambac’s remediation credit does not represent the best or the worst possible outcomes with respect to any particular transaction or group of transactions. The amount of these representation and warranty recoveries is significant and if Ambac were unable to recover any of the amount it has taken a remediation credit for, its stockholders’ equity as of March 31, 2017 would decrease from $1,889.0 million to $(4.0) million.

Ambac’s estimate of recoveries is subject to significant uncertainty and changes to the estimate could adversely impact its liquidity, financial condition and results of operations.

For all of Ambac’s current cases for which it takes a remediation credit, Ambac has been provided access to loan files for all loans in the relevant original pool and Ambac utilizes a “random sample” approach to estimate representation and warranty recoveries for all of its current cases. Ambac does not include estimates of damages attributed solely to fraudulent inducement claims in its estimate of representation and warranty recoveries.

The amount estimated for purposes of Ambac’s remediation credit and the amount Ambac may ultimately receive is subject to significant uncertainty, including risks inherent in litigation, collectability of such amounts from counterparties and/or their respective parents and affiliates, timing of receipt of any recoveries, intervention by the Office of the Commissioner of Insurance for the State of Wisconsin (“OCI”) which could impede Ambac’s ability to take actions required to realize recoveries, and uncertainties inherent in the assumptions used in estimating any recoveries. In particular, Ambac’s assumptions regarding default rates of the loans and Ambac’s expectations with respect to the RMBS Litigations have a significant impact on Ambac’s estimated recoveries for its remediation credit. If these assumptions, expectations or estimates prove to be incorrect, or if an investor were to use different assumptions, expectations or estimates to predict recoveries, actual recoveries could differ materially from those estimated. Actual recovery will ultimately depend on future events and there can be no assurance that the assumed default rates or estimated RMBS Litigations recoveries will not differ from actual events. Although Ambac believes that its methodology for extrapolating estimated recoveries is appropriate for evaluating the amount of potential recoveries, the methodologies Ambac uses to estimate expected losses in general and for any specific obligation in particular may not be similar to methodologies used by Ambac’s competitors, counterparties or other market participants. The determination of expected recovery is an inherently subjective process involving numerous estimates, assumptions and judgments by management, using both internal and external data sources with regard to frequency, economic projections and other factors that affect credit performance. As a result, Ambac’s current estimates may not reflect Ambac’s future ultimate recovery and management makes no representation that the actual amount recovered, if any, will not differ materially from those estimated. The failure of Ambac’s actual recovery to meet or exceed its current estimate could result in a material adverse effect on Ambac’s financial condition, including its capital and liquidity. Refer to “Critical Accounting Policies and Estimates” in Part II, Item 7 and Note 2. Basis of Presentation and Significant Accounting Policies and Note 7. Financial Guarantee Insurance Contracts to the Consolidated Financial Statements included in Part II, Item 8 in AFG’s Form 10-K for the fiscal year ended December 31, 2016 and Note 6. Financial Guarantee Insurance Contracts to the Unaudited Consolidated Financial Statements included in

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Part I, Item 1 in AFG’s Form 10-Q for the period ended March 31, 2017 for more information regarding the estimation process.

Ambac’s remediation credit may change over time, causing the value or the perceived value of the collateral securing the Tier II Notes to change and any such changes may be material.

Ambac reevaluates its estimated representation and warranty recoveries on a quarterly basis in connection with the preparation of its financial statements. See “Critical Accounting Policies and Estimates” in Part II, Item 7 and Note 2. Basis of Presentation and Significant Accounting Policies and Note 7. Financial Guarantee Insurance Contracts to the Consolidated Financial Statements included in Part II, Item 8 of AFG’s Form 10-K for the fiscal year ended December 31, 2016 and Note 6. Financial Guarantee Insurance Contracts to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in AFG’s Form 10-Q for the period ended March 31, 2017. As a result of any reevaluation, the amount of Ambac’s remediation credit may be adjusted upward or downward and any adjustment may be material. Changes in the remediation credit may result in material changes in Ambac’s financial condition, including its capital and liquidity. In addition, any adjustment to the remediation credit may alter the value or the perceived value of the collateral securing the Tier II Notes before payment on the Tier II Notes is made in full, which may affect the value of, and trading market, if any, for, the Tier II Notes. Adjustments to Ambac’s remediation credit are solely in Ambac’s discretion and management makes no representation that the remediation credit will not change, materially or at all, including in the near term. There can be no assurance that the apparent, or actual, value of the collateral securing the Tier II Notes will equal or exceed the principal amount of the Tier II Notes at all times prior to maturity.

The Tier II Notes are secured only to the extent Ambac receives net proceeds in respect of the RMBS Litigations that exceed $1.6 billion.

The Tier II Notes are secured only by Ambac’s right to receive the net proceeds in respect of the RMBS Litigations in excess of $1.6 billion and management cannot guarantee that any settlement or judgment will, and is not obligated to obtain a settlement that does, exceed that amount. Accordingly, if Ambac receives less than $1.6 billion in proceeds from the settlement, final judgment or other resolution of the RMBS Litigations, the claims of holders of Tier II Notes would be unsecured to the extent of any deficiency.

In the event of rehabilitation, liquidation, conservation, dissolution or other insolvency proceeding, Ambac cannot assure you that it will have sufficient assets available to pay any or all of its obligations under the Tier II Notes. In addition, in the event of any such proceeding, it is possible that the rehabilitator, trustee, debtor-in-possession or competing creditors will assert that the value of the collateral with respect to the Tier II Notes, including Ambac’s rights to recoveries in respect of the RMBS Litigations, is less than the then‑current principal amount outstanding under the Tier II Notes on the date of the rehabilitation filing. Upon a finding by the rehabilitation court that the Tier II Notes are under‑collateralized, the claims in the rehabilitation proceeding with respect to the Tier II Notes may be bifurcated between a secured claim up to the value of the collateral and an unsecured claim for any deficiency. As a result, the claim of the holders of the Tier II Notes could be unsecured in whole or in part. The ability of the holders of the Tier II Notes to realize upon any of the collateral securing the Tier II Notes may also be subject to bankruptcy and insolvency law limitations or similar limitations applicable in insurance company rehabilitation or liquidation proceedings.

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Holders of Senior Secured Notes and Tier II Notes will have no authority to make decisions in respect of the RMBS Litigations, will need to rely on Ambac to pursue the RMBS Litigations and may only receive limited information concerning the RMBS Litigations.

All decisions concerning the conduct of the RMBS Litigations, including as to strategy, settlement, pursuit and abandonment, will be made by Ambac, in consultation with its legal counsel. Holders of the Senior Secured Notes and the Tier II Notes will have no control over any decisions related to the RMBS Litigations and will need to rely on Ambac to prosecute the underlying claims. If holders do not agree with decisions by Ambac with respect to the RMBS Litigations, there is no recourse or ability to object to such decision. Additionally, Ambac’s ability to disclose potentially material details of the RMBS Litigations on a regular basis may be limited by litigation strategy and the inherent nature and rules of judicial proceedings, including, among other things, proceedings and filings that are sealed by the court, matters involving attorney-client privilege and proceedings that are conducted on a confidential basis by agreement of the parties. The RMBS Litigations could also be adversely affected if Ambac does not have sufficient resources to actively prosecute its claims or becomes subject to rehabilitation, liquidation, conservation or dissolution, or otherwise impaired by actions of OCI or OCI as rehabilitator of the Segregated Account of Ambac Assurance Corporation.

While Ambac may pursue negotiated settlements of the RMBS Litigations, the settlement discussions may not materialize, may ultimately fail, may cause delays or may result in settlements for less than $1.6 billion or $1.84 billion.

Ambac may elect to engage in settlement negotiations with the defendants of the RMBS Litigations and may decide to settle any or all of the RMBS Litigations. The aggregate amount of settlements may be for an amount less than $1.6 billion, which would result in the holders of the Tier II Notes losing the benefit of collateral securing the Tier II Notes, or less than $1.84 billion, which would result in under-collateralization of the Tier II Notes, and each of which could have a material adverse effect on Ambac’s financial condition or results of operations and make it more difficult for Ambac to repay the Tier II Notes on a timely basis or at all. Additionally, while Ambac may pursue settlement negotiations, there can be no assurance that any settlement negotiations will materialize or that any settlement agreement can be reached on terms acceptable to Ambac, or at all. If settlement discussions prior to trial fail with respect to a particular case, Ambac could incur greater expenses preparing for, and prosecuting, a trial in such case, and Ambac’s recovery would be subject to the additional risks inherent in any trial, which could adversely impact the value of the Tier II Notes.

Ambac may receive non-cash proceeds in respect of the RMBS Litigations and may need to liquidate such proceeds for less than fair market value in order to make cash payments on the Senior Secured Notes or the Tier II Notes.

In connection with a settlement agreement or judgment, Ambac may receive non-cash proceeds or indirect proceeds, which are cash or non-cash proceeds received by others for the benefit of Ambac. Ambac, however, will be required to make payments on the Senior Secured Notes and the Tier II Notes in cash. In the event that Ambac receives non-cash proceeds, Ambac may need to liquidate the non-cash proceeds if it does not have sufficient cash available to make a payment on the Senior Secured Notes or the Tier II Notes on the applicable payment date. Market and economic conditions, governmental actions, the form of non-cash proceeds and other factors may cause substantial delays in the ability to liquidate any non-cash proceeds received. Ambac may not be able to liquidate any non-cash proceeds received for fair value or at all. If Ambac is unable to liquidate non-cash proceeds at their fair value, Ambac will still be required to make payments on the Tier II Notes and any payment made that is greater than the amount received could have a material adverse effect on Ambac’s financial condition, including its capital and

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liquidity. If indirect proceeds are received, Ambac will also be required to make payments on the Senior Secured Notes and Tier II Notes in cash to the extent of the fair value to Ambac of the indirect proceeds. Any payments of cash on the Senior Secured Notes or the Tier II Notes as the result of receiving indirect proceeds may have a material adverse effect on Ambac’s financial condition, including its capital and liquidity.

Interest on the Tier II Notes will accrue as paid-in-kind interest until the Initial Call Date and thereafter until Ambac receives proceeds in respect of the RMBS Litigations in excess of $1.6 billion.

Pursuant to the Indenture governing the Tier II Notes, interest on the Tier II Notes will accrue as paid-in-kind interest until the Initial Call Date and thereafter until Ambac has funds available to make interest payments in cash as a result of receiving proceeds in respect of the RMBS Litigations in excess of $1.6 billion. Paid-in-kind interest will be paid by increasing the principal amount of the Tier II Notes by the amount of the paid-in-kind interest. The failure to pay cash interest on the Tier II Notes on any interest payment date for which Ambac has not received proceeds in respect of the RMBS Litigations in excess of $1.6 billion, or prior to the Initial Call Date, will not constitute an event of default under the Indenture governing the Tier II Notes. There can be no assurance that Ambac will have available funds to make any cash interest payments prior to maturity of the Tier II Notes.

Ambac may not be able to prepay the Tier II Notes if it is required to do so as a result of making a payment on the Reference Surplus Notes.

In the event that Ambac makes a payment of principal or interest on the Reference Surplus Notes (other than in connection with closing of the Rehabilitation Exit Transactions), Ambac will be required to prepay the Tier II Notes on the next occurring payment date with respect to the Tier II Notes in an amount equal to the then outstanding principal balance, plus accrued and unpaid interest thereon, of the Tier II Notes multiplied by the percentage of principal and interest of the Reference Surplus Notes paid by Ambac as compared to the outstanding principal and interest of Reference Surplus Notes outstanding immediately prior to such payment. Ambac may not have sufficient funds available to it, and may not be able to raise sufficient funds on satisfactory terms or at all, including through borrowings, sales of assets or sales of equity, to make a prepayment on the Tier II Notes in the event of a payment on the Reference Surplus Notes.

Rights of holders of the Tier II Notes in the RMBS Litigations may be adversely affected by the failure to perfect security interests in such collateral and considerations with respect to Ambac may have an adverse effect on the ability of holders of the Tier II Notes to receive payments on the Tier II Notes.

Applicable law provides that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. There can be no assurance that the note collateral agentfor the holders ofthe Tier II Notes (the “Tier II Notes Collateral Agent”) will have taken or will take all actions necessary to create properly perfected security interests in the proceeds from the RMBS Litigations, which may result in the loss of the priority of the security interest in favor of the holders of the Tier II Notesto which they would otherwise have been entitled. In particular, in the event of a rehabilitation, liquidation, conservation, dissolution or other insolvency proceeding with respect to Ambac, if the proceeds from the RMBS Litigations received by Ambac are determined not to be under the control of the Tier II Notes Collateral Agent, a receiver or a creditor of Ambac may take the position that the Tier II Note Collateral Agent’s security interest in such proceeds or a portion thereof is not perfected and therefore that such proceeds do not secure the Tier II Notes.  If a court were to accept that position, payments under the Tier II Notes may be adversely affected and the Tier II Notes may become worthless.  In addition, a rehabilitation, liquidation, conservation, dissolution or other insolvency proceeding with respect to Ambac could lead to delays in payments due on the Tier II Notes.

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No public market exists for the Tier II Notes and the Tier II Notes are subject to transfer restrictions.

Prior to the offering made hereby, there has been no established market for the Tier II Notes. Tier II Notes are not and will not be registered under the Securities Act or any “blue sky,” state or foreign securities laws and, as a result, are subject to certain restrictions on transfer. In addition, without the prior written consent of Ambac, no holder of Tier II Notes will be able to assign, sell, dispose, hypothecate, rehypothecate or otherwise transfer directly or indirectly, synthetically or through any participation, option, put, call, or other derivative any Tier II Notes or any rights to any Tier II Notes to any defendant in any RMBS Litigation or similar litigation or any of their respective subsidiaries or affiliates or any person acting under their direction or influence.These transfer restrictions may further limit the development or liquidity of any market for the Tier II Notes, and may have a negative impact on the trading price of the Tier II Notes. The Tier II Notes will also not be listed on any securities exchange and may not be quoted on any quotation system. There can be no assurance that an active market for the Tier II Notes will develop. Moreover, even if a market for the Tier II Notes does develop, the Tier II Notes could trade at a substantial discount from their face amount. If a market for the Tier II Notes does not develop, or if market conditions change, holders of the Tier II Notes may be unable to sell the Tier II Notes for an extended period of time, if at all. Consequently, a holder may not be able to liquidate its investment readily, and the Tier II Notes may not be readily accepted collateral for loans.

If a trading market does develop for the Tier II Notes, general market conditions and unpredictable factors could adversely affect market prices for the Tier II Notes.

If a trading market does develop for the Tier II Notes, the market price for the Tier II Notes is uncertain. Several factors, many of which are beyond Ambac’s control, will influence the market value of the Tier II Notes. As discussed under “—Holders of Tier II Notes will have no authority to make decisions in respect of the RMBS Litigations, will need to rely on Ambac to pursue the RMBS Litigations and may only receive limited information concerning the RMBS Litigations,” Ambac’s ability to disclose potentially material details of the RMBS Litigations on a regular basis may be limited, which could make it difficult for holders of, and potential investors in, the Tier II Notes, to value the Tier II Notes, which may negatively impact the trading market for the Tier II Notes, if any. Additional factors that might influence the market value of the Tier II Notes include, but are not limited to:

• the nature of court decisions and opinions in the RMBS Litigations or other litigations involving similar claims or issues;

• the settlement of any of the RMBS Litigations;

• Ambac’s ability to fund the prosecution of the RMBS Litigations;

• Ambac’s creditworthiness, financial condition, performance and prospects;

• prevailing interest rates and expectations regarding changes in interest rates;

• the market for similar securities; and

• economic, financial, geopolitical, regulatory or judicial events that affect Ambac or the financial markets generally.

The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market price of the Tier II Notes. If you purchase Tier II Notes, whether in this offering or in the secondary market, the Tier II Notes may subsequently trade at a discount, which may be substantial, to the price that you paid for them.

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Ambac may redeem the Tier II Notes, in whole or in part, at its option on the Initial Call Date or quarterly thereafter without penalty or premium.

The Tier II Notes will be redeemable, in whole or in part, at the option of Ambac on the Initial Call Date or quarterly thereafter without penalty or premium. In the event Ambac chooses to redeem the Tier II Notes, investors may not be able to reinvest the redemption proceeds in a security comparable to the Tier II Notes at an effective interest rate as high as the interest rate on such Tier II Notes.

Holders of the Tier II Notes will not be entitled to registration rights, and Ambac does not currently intend to register the Tier II Notes under applicable securities laws.

The Tier II Notes are being offered and sold pursuant to an exemption from registration under the Securities Act and applicable state securities laws, and Ambac does not currently intend to register the Tier II Notes. The holders of the Tier II Notes will not be entitled to require Ambac to register the Tier II Notes for resale or otherwise. Therefore, you may transfer or resell the Tier II Notes in the United States only in a transaction registered under or exempt from the registration requirements of the Securities Act and applicable state securities laws, and you may be required to bear the risk of your investment for an indefinite period of time. The Tier II Notes will not be subject to registration rights.

The Tier II Notes have not been rated.

The Tier II Notes have not been rated by any rating agency. The lack of a rating reduces the potential liquidity of the Tier II Notes and thus may affect the market value of the Tier II Notes. In addition, the lack of a rating will reduce the potential for, or increase the cost of, financing the purchase and/or holding of the Tier II Notes. Investors subject to capital requirements will be required to hold more capital against the Tier II Notes than would have been the case had the Tier II Notes been rated.

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EX-99.1

Exhibit 99.1

Ambac Assurance Reaches Definitive Agreement On and Receives Confirmation of OCI Support for a Transformational Plan to Conclude the Segregated Account Rehabilitation

Pro-Forma Impact of Transaction as of March 31, 2017 to add approximately $8.02 of Book Value per Share and approximately $9.83 of Adjusted Book Value per Share ⁽¹⁾ 

Management to Host Conference Call on July 20, 2017 at 8:30am ET

NEW YORK, NY, July 19, 2017 (GLOBE NEWSWIRE) -- Ambac Financial Group, Inc. (Nasdaq: AMBC) (“AFG”), a holding company whose subsidiaries, including Ambac Assurance Corporation (“AAC” and together with AFG, “Ambac” or the “Company”), provide financial guarantees, announced today that Ambac has entered into a rehabilitation exit support agreement with a group of holders (the “Supporting Holders”) of beneficial interests in Deferred Amounts (“DPOs”) of the Segregated Account of AAC (“the Segregated Account”) and AAC surplus notes due 2020 (the “General Account Surplus Notes”) regarding a holistic restructuring transaction (the “Transaction”) designed to facilitate the conclusion of the rehabilitation of the Segregated Account. AAC has also received confirmation from the Office of the Commissioner of Insurance for the State of Wisconsin (“OCI”) of its support for the Transaction and its intention to move forward with an amendment to the Plan of Rehabilitation for the Segregated Account (the “Amendment”) to conclude the rehabilitation of the Segregated Account.

Commenting on this achievement, Claude LeBlanc, President and Chief Executive Officer, said “I am very pleased Ambac has reached agreement on this comprehensive and transformational Transaction that will greatly improve the Company’s overall financial condition. I am also pleased that we have received confirmation from the OCI of its support and intention to move forward with the Amendment.” Mr. LeBlanc continued, “This Transaction marks a significant milestone for Ambac. Upon consummation, the Transaction will materially strengthen our balance sheet, create significant value for all of our stakeholders and place Ambac in a strong position to explore future opportunities to further create value for shareholders.”

The Transaction consists of three main components, which in the aggregate satisfy the OCI’s regulatory capital requirements for the Segregated Account’s exit from rehabilitation: (i) the Amendment, pursuant to which all DPOs, equal to approximately $3.7 billion as of March 31, 2017, including accretion amounts, will be satisfied and discharged, and the exchange offer transactions (the “Exchange Transactions”) relating to General Account Surplus Notes that total approximately $1.2 billion in principal amount outstanding, plus accrued and unpaid interest, as of March 31, 2017, (ii) the issuance of $240 million of Tier 2 Notes (described below), which have been fully committed by a group of investors (subject to definitive documentation) and (iii) the execution of certain material regulatory capital accretive transactions, which have already been completed.

The Amendment and Exchange Transactions, if consummated, include a 6.5% discount and would provide to AAC and third party holders of beneficial interests in DPOs and General Account Surplus Notes, an effective consideration package totaling 93.5% of each dollar of accretive value, consisting of: (i) 40% cash, (ii) 41% newly issued notes secured by certain recoveries from RMBS representation and warranty and fraud litigation (“RMBS Litigations”) and other collateral, and (iii) 12.5% existing General Account Surplus Notes. In conjunction with, and upon consummation of, the Amendment and the Exchange Transactions, AAC will also issue $240 million of new money notes (the “Tier 2 Notes”) secured by recoveries from RMBS Litigations (after reinsurance) in excess of $1.6 billion.

___________________________

⁽¹⁾  Adjusted Book Value is a Non-GAAP measure. Please refer to the Non-GAAP Financial Measures section of this press release for further information

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If consummated, the Transaction will on a pro forma basis, as of March 31, 2017, result in an increase of approximately $361.1 million or $8.02 of Book Value per share and approximately $461.4 million or $9.83 of Adjusted Book Value per share ⁽¹⁾. The increase to Book Value and Adjusted Book Value is driven primarily by (i) certain regulatory capital accretive transactions, (ii) acceleration of income related to investments in AAC insured RMBS securities and (iii) the application of the discount, net of amounts deferred, described herein on the accreted value of the DPOs and the General Account Surplus Notes.

The Supporting Holders represent over 50% (58% including amounts held by AFG and AAC’s general account) of the principal amount outstanding of General Account Surplus Notes, and 34% (61% including amounts held by AFG and AAC’s general account) of the DPOs, in each case held by third parties and have agreed to support the Transaction, subject to certain conditions precedent set forth in the rehabilitation exit support agreement. These amounts represent estimated holdings as of June 30, 2017.

Consummation of the Amendment and Exchange Transactions and the issuance of the Tier 2 Notes are subject to a number of conditions, including, among others, approval by the Rehabilitation Court in Dane County Wisconsin and the requisite participation of holders of General Account Surplus Notes in the Exchange Transactions. If all conditions are met, the Amendment, Exchange Transactions and the issuance of the Tier 2 Notes are anticipated to close during the fourth quarter of 2017. No assurance can be given as to whether or when such conditions will be satisfied or the ultimate timing or likelihood of any closing.

A Form 8-K detailing the full terms of the Transaction and the issuance of the Tier 2 Notes will be filed with the Securities and Exchange Commission. A presentation that supports this announcement will be posted to www.ambac.com prior to the conference call.

A statement from the OCI regarding this Transaction can be found at www.ambacpolicyholders.com.

Conference Call and Webcast

On July 20, 2017 at 8:30 am (ET), Ambac will host a conference call to discuss the transactions described in this release. A live audio webcast of the call will be available through the Investor Relations section of Ambac's website, http://ir.ambac.com/events.cfm. Participants may also listen via telephone by dialing 833-227-5847 (Domestic) or 647-689-4074 (International). A replay of the call will be available through June 27, 2017 at (800) 585-8367(Domestic) or (416) 621-4642 (International). The webcast will be archived on Ambac's website.

About Ambac

Ambac Financial Group, Inc. ("Ambac"), headquartered in New York City, is a holding company whose subsidiaries, including its principal operating subsidiaries, AAC, Everspan Financial Guarantee Corp. and Ambac Assurance UK Limited ("Ambac UK"), provide financial guarantees to clients in both the public and private sectors globally. AAC, including the Segregated Account of AAC (in rehabilitation), is a guarantor of public finance and structured finance obligations. Ambac’s primary goal is to maximize stockholder value by executing the following key strategies: active runoff of AAC and its subsidiaries through transaction terminations, policy commutations, settlements and restructurings that we believe will improve our risk profile, and maximizing the risk-adjusted return on invested assets; loss recovery through litigation and exercise of contractual and legal rights; improved cost effectiveness and efficiency of the operating platform; rationalization of AAC's capital and liability structures, enabling simplification of corporate governance and facilitating the successful rehabilitation of the Segregated Account; and selective business transactions offering attractive risk adjusted returns that, among other things, may permit utilization of Ambac’s tax net operating loss carry-forwards. Ambac‘s common stock trades on the NASDAQ Global Select Market under the symbol “AMBC”. The Amended and Restated Certificate of Incorporation of Ambac contains substantial restrictions on the ability to transfer Ambac’s common stock. Subject to limited exceptions, any attempted transfer of common stock shall be prohibited and void to the extent that, as a result of such transfer (or any series of transfers of which such transfer is a part), any person or group of persons shall become a holder of 5% or more of Ambac’s common stock or a holder of 5% or more of Ambac's common stock increases its ownership interest. Ambac is committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, we use our website to convey information about our businesses, including the anticipated release of quarterly financial results, quarterly financial, statistical and business-related information, and the posting of updates to the status of certain primary residential mortgage backed securities litigations. For more information, please go to www.ambac.com.

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Important Information and Forward-Looking Statements

This press release is not an offer to exchange or a solicitation or acceptance of an offer to exchange any securities, which may be made only pursuant to the terms and conditions of an offering memorandum, nor is this press release an offer to buy or a solicitation or acceptance of an offer to buy any securities. In addition, this press release is not a solicitation of any consents from holders of General Account Surplus Notes.

This press release includes statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “project,” “plan,” “believe,” “anticipate,” “intend,” “planned,” “potential” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” “could,” and “may,” or the negative of those expressions or verbs, identify forward-looking statements. We caution readers that these statements are not guarantees of future performance. Forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, which, may by their nature be inherently uncertain and some of which may be outside our control. These statements may relate to plans and objectives with respect to the future, among other things which may change. We are alerting you to the possibility that our actual results may differ, possibly materially, from the expected objectives or anticipated results that may be suggested, expressed or implied by these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those indicated in the forward-looking statements include, among others, those discussed under “Risk Factors” in our most recent SEC filed quarterly or annual report.

Any or all of management’s forward-looking statements in this press release may turn out to be incorrect and are based on management’s current belief or opinions. AFG’s actual results may vary materially, and there are no guarantees about the performance of AFG’s securities. Among events, risks, uncertainties or factors that could cause actual results to differ materially are: (1) the highly speculative nature of AFG’s common stock and volatility in the price of AFG’s common stock; (2) uncertainty concerning our ability to achieve value for holders of AFG securities, whether from AAC or from transactions or opportunities apart from AAC; (3) adverse effects on our share price resulting from future offerings of debt or equity securities that rank senior to our common stock; (4) potential of rehabilitation proceedings against AAC; (5) dilution of current shareholder value or adverse effects on our share price resulting from the issuance of additional shares of common stock; (6) inadequacy of reserves established for losses and loss expenses and possibility that changes in loss reserves may result in further volatility of earnings; (7) decisions made by the rehabilitator of the Segregated Account for the benefit of policyholders that may result in material adverse consequences for holders of AFG’s securities or holders of securities issued or insured by AAC or the Segregated Account; (8) increased fiscal stress experienced by issuers of public finance obligations or an increased incidence of Chapter 9 filings or other restructuring proceedings by public finance issuers; (9) our inability to realize the expected recoveries included in our financial statements; (10) credit risk throughout our business, including but not limited to credit risk related to residential mortgage-backed securities, student loan and other asset securitizations, collateralized loan obligations, public finance obligations and exposures to reinsurers; (11) the risk that our risk management policies and practices do not anticipate certain risks and/or the magnitude of potential for loss; (12) risks associated with adverse selection as our insured portfolio runs off; (13) adverse effects on operating results or our financial position resulting from measures taken to reduce risks in our insured portfolio; (14) intercompany disputes or disputes with the rehabilitator of the Segregated Account; (15) our inability to monetize assets, restructure or exchange outstanding debt and insurance obligations, or commute or reduce insured exposures, or the failure of any such transaction to deliver anticipated results; (16) our substantial indebtedness could adversely affect our financial condition, operating flexibility and ability to obtain financing in the future; (17) restrictive covenants in agreements and instruments may impair our ability to pursue or achieve our business strategies; (18) loss of control rights in transactions for which we provide insurance due to a finding that AAC has defaulted, whether due to the Segregated Account rehabilitation proceedings or otherwise; (19) our results of operation may be adversely affected by events or circumstances that result in the accelerated amortization of our insurance intangible asset; (20) adverse tax consequences or other costs resulting from the Segregated Account rehabilitation plan, from rules and procedures governing the payment of permitted policy claims, or from the characterization of our surplus notes as equity; (21) risks attendant to the change in composition of securities in our investment portfolio; (22) changes in tax law; (23) changes in prevailing interest rates; (24) factors that may influence the amount of installment premiums paid to AFG, including the Segregated Account rehabilitation proceedings; (25) default by one or more of AAC’s portfolio investments, insured issuers or counterparties; (26) market risks impacting assets in our investment portfolio or the value of our assets posted as collateral in respect of investment agreements and interest rate swap transactions; (27) risks relating to determinations of amounts of impairments taken on investments; (28) the risk of litigation and regulatory inquiries or investigations,

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and the risk of adverse outcomes in connection therewith, which could have a material adverse effect on our business, operations, financial position, profitability or cash flows; (29) our inability to realize value from Ambac Assurance UK Limited or other subsidiaries of AAC; (30) system security risks; (31) market spreads and pricing on derivative products insured or issued by AFG or its subsidiaries; (32) the risk of volatility in income and earnings, including volatility due to the application of fair value accounting; (33) changes in accounting principles or practices that may impact AFG’s reported financial results; (34) legislative and regulatory developments; (35) the economic impact of “Brexit” may have an adverse effect on AFG’s insured international portfolio and the value of its foreign investments, both of which primarily reside with its subsidiary Ambac UK; (36) operational risks, including with respect to internal processes, risk and investment models, systems and employees, and failures in services or products provided by third parties; (37) AFG’s financial position and the Segregated Account rehabilitation proceedings that may prompt departures of key employees and may impact our ability to attract qualified executives and employees; and (38) other risks and uncertainties that have not been identified at this time.

Pro-Forma Adjustments

The unaudited Pro-forma adjustments included herein are based upon available information at the date hereof and upon assumptions and estimates that AAC believes are reasonable under the circumstances, including the terms of the Transactions. The assumptions and estimates that the Pro-forma is based upon are subject to change, and even small alterations in the underlying assumptions and estimates of the Pro-forma can have a significant impact upon it. The Pro-forma is provided for informational purposes only and does not purport to represent what the results of operations or financial condition will be on the date on which any of the Transactions occur, nor what the results or financial condition will be if the Transactions do not occur, nor do they purport to project the results of operations or financial condition for any future period or as of any future date. The Pro-forma was not prepared in accordance with Regulation S-X or any other rules or regulations of the U.S. Securities and Exchange Commission (the “SEC”). The Pro-forma should be read in conjunction with the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” in Part II, Item 7 and Ambac’s audited Consolidated Financial Statements in Part II, Item 8 of the Ambac’s Annual Report for the year ended December 31, 2016 on Form 10-K filed with the SEC and the Ambac’s unaudited Consolidated Financial Statements in Part I, Item 1 of the Ambac’s Form 10-Q for the period ended March 31, 2017 filed with the SEC. Ambac has not updated the Pro-forma as a result of any changes to the assumptions or estimates used, the occurrence of actual or proposed events, and it does not undertake to provide any update at any time. Ambac makes no representation that the Pro-forma will satisfy the requirements of any person, and no person should rely on the Pro-forma for any reason whatsoever.

The following pro-forma balance sheet includes the impact of each of the Transaction components as if they had occurred on March 31, 2017. Recognition of the impact of the Transaction components will occur over future quarters when the relevant Transaction components close, beginning in the second quarter of 2017:

Ambac Financial Group, Inc.
Condensed Balance Sheet
Reported March 31, 2017 to Pro-Forma Post Restructuring
($ in millions)	(Unaudited) Reported March 31, 2017		Regulatory Capital Accretive Transactions			Amendment, Exchanges and Tier 2			(Unaudited) Pro-forma Post Restructuring
Assets	$	22,763.6	$	(138.9	)	$	(2,381.3	)	$	20,243.4
Liabilities	$	20,874.7	$	(196	)	$	(2,685.3	)	$	17,993.4
AFG, Inc. Stockholders' Equity	$	1,624.8	$	57.1		$	304.0		$	1,985.9
Non-Controlling Interest	264.1		—			—			264.1
Total Stockholders' Equity	$	1,888.9	$	57.1		$	304.0		$	2,250.0
Total Liabilities and Stockholders' Equity	$	22,763.6	$	(138.9	)	$	(2,381.3	)	$	20,243.4

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Non-GAAP Financial Measures

Adjusted Book Value is a non-GAAP measure, which is a numerical measure of financial position that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. The most directly comparable GAAP measure is Total Ambac Financial Group, Inc. stockholders' equity. We present the non-GAAP financial measure because it provides greater transparency and enhanced visibility into the underlying drivers of our business and the impact of certain items that Ambac believes will reverse from GAAP book value over time through the GAAP statements of comprehensive income. Adjusted Book Value is not a substitute for Ambac's GAAP reporting, should not be viewed in isolation, may be subject to change, and may differ from similar reporting provided by other companies, which may define this non-GAAP measure differently.

CONTACTS:

Lisa A. Kampf

Managing Director, Investor Relations

(212) 208-3177

lkampf@ambac.com

Source: Ambac Financial Group, Inc.

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The following table reconciles Total Ambac Financial Group, Inc. stockholders' equity to the non-GAAP measures Adjusted Book Value on both a reported and Pro-forma basis as of March 31, 2017:

Ambac Financial Group, Inc.
Adjusted Book Value
	(Unaudited)						(Unaudited)
	Reported						Pro-Forma
	March 31, 2017						Post Restructuring
$ in millions (other than per share data)	$ Amount			Per Diluted Share			$ Amount			Per Diluted Share
Total Ambac Financial Group, Inc. stockholders’ equity (Book Value)	$	1,624.8		$	35.92		$	1,985.9		$	43.90
Adjustments:
Non-credit impairment fair value losses on credit derivatives	13.2			0.29			13.2			0.29
Insurance intangible asset	(931.2		)	(20.58		)	(924.2		)	(20.45		)
Ambac CVA on interest derivative liabilities	(42.9		)	(0.95		)	—			—
Net unearned premiums and fees in excess of expected losses	701.4			15.51			699.2			15.47
Net unrealized investment (gains) losses in Accumulated Other Comprehensive Income	(140.2		)	(3.10		)	(105.5		)	(2.33		)
Adjusted Book Value	$	1,225.1		$	27.09		$	1,686.6		$	36.90
Shares outstanding (in millions)				45.2						45.2

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