Fourth Amendment, dated as of January 8, 2008



 Exhibit 10.2 
 FOURTH AMENDMENT 
 FOURTH AMENDMENT (this “Amendment”), dated as of January 8,
2008 among MBIA INC. (“Parent”), a Connecticut corporation, MBIA INSURANCE CORPORATION (“Corp.”), a New York stock insurance corporation, the Designated Borrowers party to the Credit Agreement referred to below, the
undersigned lenders party to the Credit Agreement (each, a “Lender” and, collectively, the “Lenders”), and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”).
Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as so defined. 
 W I T N E S S E T H : 
 WHEREAS, the undersigned are party to
a Second Amended and Restated Credit Agreement, dated as of August 28, 1998 and amended and restated as of April 19, 2002 and further amended and restated as of April 16, 2003, among Parent, Corp., the Designated Borrowers, the
Administrative Agent, the Lenders party thereto from time to time, Bank of America, N.A., as Syndication Agent, KeyBank National Association, JPMorgan Chase Bank and The Bank of New York, as Co-Documentation Agents, Barclays Capital, as Sole
Bookrunner, and Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers (as same has been further amended, restated, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”);
and 
 WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to amend the Credit Agreement as provided
herein; 
 NOW, THEREFORE, it is agreed: 
  

	A.	Amendments 

 1. Section 9 of the Credit
Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definition: 
 “2008
Surplus Notes” shall mean surplus notes issued by Corp. after January 1, 2008 and at any time upon or before March 31, 2008 in an aggregate principal amount of up to $1,000,000,000. 
 2. Section 9 of the Credit Agreement is hereby further amended by deleting the definition of “Consolidated Total Debt” in its entirety and
inserting the following new definition of “Consolidated Total Debt” in lieu thereof: 
 “Consolidated Total
Debt” shall mean, as of any date of determination, all Debt of Parent and its Subsidiaries on such date determined on a consolidated basis; provided, that the 2008 Surplus Notes shall be treated as equity and not as Debt for purposes of
Sections 7.07 and 7.08. 







 3. Section 9 of the Credit Agreement is hereby further amended by deleting the definition of
“Consolidated Net Worth” in its entirety and inserting the following new definition of “Consolidated Net Worth” in lieu thereof: 
 “Consolidated Net Worth” shall mean the Net Worth of Parent and its Subsidiaries determined on a consolidated basis; provided, that the 2008 Surplus Notes shall be treated as equity and not as Debt
for purposes of Sections 7.07 and 7.08. 
  

	B.	Miscellaneous Provisions 

 1. In order to induce the
Lenders to enter into this Amendment, each of Parent and Corp. hereby represents and warrants that (i) the representations and warranties of each of Parent and Corp. contained in the Credit Agreement and each other Credit Document are true and
correct in all material respects on and as of the Fourth Amendment Effective Date (as defined below) (except with respect to any representations and warranties limited by their terms to a specific date, which shall be true and correct in all
material respects as of such date) after giving effect to this Amendment and (ii) as of the date hereof, there exists no Default or Event of Default under the Credit Agreement after giving effect to this Amendment. 
 2. This Amendment is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document. 
 3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
 4. This Amendment shall become effective on the date (the
“Fourth Amendment Effective Date”) when each Borrower and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to
the Administrative Agent. 
 5. From and after the Fourth Amendment Effective Date, all references in the Credit Agreement and in the other
Credit Documents shall be deemed to be referenced to the Credit Agreement as modified hereby. 
 *    *    * 
  

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 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of
the date first above written. 
  

			
	MBIA INC.
		
	By:	 	 /s/ Richard Thevenet

	Name:	 	Richard Thevenel
	Title:	 	MD & Treasurer
	
	MBIA INSURANCE CORPORATION
		
	By:	 	 /s/ Richard Thevenet

	Name:	 	Richard Thevenet
	Title:	 	MD & Treasurer
	
	BARCLAYS BANK PLC,
	Individually and as Administrative Agent
		
	By:	 	 /s/ Russell C. Johnson

	Name:	 	Russell C. Johnson
	Title:	 	Associate Director










			
	SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS
FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ William E. Livingston III

	Name:	 	William E. Livingston III
	Title:	 	Senior Vice President


  

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	SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS
FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
	
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Mary K. Young

	Name:	 	Mary K. Young
	Title:	 	Senior Vice President


  

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	SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS
FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
	
	THE BANK OF NEW YORK
		
	By:	 	 /s/ Richard G. Shaw

	Name:	 	Richard G. Shaw
	Title:	 	Vice President


  

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	SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS
FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Lawrence Palumbo, Jr.

	Name:	 	Lawrence Palumbo, Jr.
	Title:	 	Vice President


  

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	SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS
FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
	
	NATIONAL AUSTRALIA BANK LIMITED
		
	By:	 	 /s/ Clinton M. Johnson

	Name:	 	Clinton M. Johnson
	Title:	 	Managing Director


  

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	SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS
FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Robert C. Meyer

	Name:	 	Robert C. Meyer
	Title:	 	Senior Vice President


  

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	SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS
FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
	
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	 /s/ Richard Herder

	Name:	 	Richard Herder
	Title:	 	Managing Director
		
	By:	 	 /s/ Michael Campites

	Name:	 	Michael Campites
	Title:	 	Vice President


  

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	SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS
FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
	
	CAJA MADRID
	
	CAJA MADRID MIAMI AGENCY
		
	By:	 	 /s/ Pablo Hernandez

	Name:	 	Pablo Hernandez
	Title:	 	Head of IFIs
		
	By:	 	 /s/ Jose Cueto

	Name:	 	Jose Cueto
	Title:	 	Deputy General Manager


  

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	SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS
FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
	
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ David W. Nelson

	Name:	 	David W. Nelson
	Title:	 	Managing Director


  

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