Exhibit 10.1


 


	
   

  	
   

  
	
  ***TEXT
  OMITTED AND SUBMITTED SEPARATELY

  PURSUANT TO CONFIDENTIAL TREATMENT

  REQUEST UNDER 17 C.F.R. SECTION 200.80(B)(4)

  	
   

  
	
   

  	
   

  



 


REVOLVING CREDIT AGREEMENT dated as of June 30,
2008 between FSA Asset Management LLC, a Delaware limited liability company
(with its successors, the “Company”); and Dexia Crédit Local, a French share
Company licensed as a bank under French law, acting through its head office
located at 1, Passerelle des Reflets, Tour Dexia La Défense 2, 92913 La Défense
Cedex, France (with its successors, the “Bank”).


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01.  Definitions.  The following terms, as used herein, have the
following meanings:


 


“Authorized
Account” means the account of the Company designated in writing by two
Authorized Signatories.


 


“Authorized
Signatory” means any person designated by the Company on Exhibit B.  Changes to the list of Authorized Signatories
require the signature of two Authorized Signatories.


 


“Base Rate”
means, for any day, the Federal Funds Rate for such day.


 


“Business Day”
means, in respect of any date, a day that is not a Saturday or Sunday or a day
on which commercial banks and foreign exchange markets settle payments and are
open for general business (including dealings in foreign exchange) in the Cities
of New York, London and Paris.


 


“Commitment”
means $5,000,000,000 (Five Billion United States Dollars) or such lesser amount
to which the Commitment shall be reduced from time to time in accordance with
the terms of this Agreement.


 


“Dollars” or “$” means the lawful currency of the United States of America.


 


“Event of
Default” means any of the events specified as such in Section 5.01.


 


“Federal Funds
Rate” means, for any period, a fluctuating interest rate equal for each day
during such period to the weighted average of the rates on overnight  Federal Funds transactions with members
of the Federal Reserve System arranged by Federal Funds brokers, as published
for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average rate quoted 


 





















 


to the Bank at approximately 11:00 a.m.
(New York City time) on such day (or, if such day is not a Business Day, on the
next preceding Business Day) for overnight Federal Funds transactions arranged
by New York Federal Funds brokers of recognized standing selected by the Bank.


 


“FSA” means
Financial Security Assurance Inc. and its successors.


 


“FSA Policy”
shall have the meaning specified in Section 3.01(e).


 


“Interest Period” means, with respect to any LIBO Rate Loan, the one-,
two-, three- or six-month maturity applicable to such Loan, as specified by the
Company at the time of its request for such Loan in accordance with Section 2.01(b).


 


“LIBO Rate” shall have the meaning specified in Section 2.01(b).


 


“LIBO Rate Loan” shall have the meaning specified in Section 2.01(b).


 


“Loan” means
any loan made by the Bank to the Company pursuant to Section 2.01.


 


“Maturity Date”
means, as of any date, the date six months following the Termination Date in
effect on such date; provided that, if the Maturity Date would otherwise
occur on a date that is not a Business Day, the Maturity Date shall instead
occur on the first day following such date that is a Business Day.


 


“Note” shall have the meaning specified in Section 2.01(d).


 


“Notice of Termination” means any notice, substantially in the form of Exhibit C,
duly completed, executed and delivered by the Bank to the Company in accordance
with Section 2.08.


 


“Termination
Date” means (i) on the date of this Agreement, the fifth (5th)
anniversary of the date hereof; (ii) on any date thereafter prior to the
Company’s receipt of a Notice of Termination from the Bank, the fifth (5th)
anniversary of such date; and (iii) on any date on or after the Company’s
receipt of a Notice of Termination from the Bank, the fifth (5th)
anniversary of the date of such receipt; provided that, if the
Termination Date would otherwise occur on a date that is not a Business Day,
the Termination Date shall instead occur on the first day following such date
that is a Business Day.


 


ARTICLE II


 


THE LOANS


 


Section 2.01.  Loans.


 


(a)           At the request of the Company, the
Bank shall, subject to the terms and conditions of this Agreement, from time to
time on Business Days during the period 


 


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from and including the date hereof to but
excluding the Termination Date, make one or more Loans to the Company such
that, at the time of the making of any such Loan, the aggregate principal
amount of all Loans outstanding hereunder at such time (including such Loan)
shall not exceed the Commitment.


 


(b)           The Company may request a Loan only
by written notice to the Bank signed by an Authorized Signatory of the Company
specifying the amount to be borrowed (which must be in a minimum principal
amount of $5,000,000 or any larger amount in increments of $1,000,000) and the
Interest Period to be applicable to the proposed Loan.  Such notice must be delivered to the Bank at
or before 4:30 p.m. (Paris time) on the Business Day immediately preceding
the date of the proposed borrowing.  The
Bank shall send the proceeds of any Loan by wire transfer of immediately
available funds to the Company’s Authorized Account.


 


Loans will be
only “LIBO Rate Loans”, each of which shall be denominated in Dollars and have
an Interest Period as selected by the Company, subject to standard market
conventions as to adjustments for non-Business Days and month-ends (but in no
event extending beyond the Maturity Date), and shall bear a per annum interest
rate equal to [***]% over the applicable LIBO Rate.  For purposes hereof, the applicable “LIBO
Rate” shall be the Dollar LIBO Rate for the applicable Interest Period determined
by reference to Page 3750 or page 3740, as applicable (or any
replacement pages), by “Telerate The Financial Information Network” published
by Telerate Systems, Inc. (the “Telerate Service”) as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period
or (if such rate does not so appear on the Telerate Service) such other
publicly available service for displaying LIBO rates as may be agreed upon by
the Bank and the Company.


 


(c)           Each Loan will bear interest from its
date until maturity on the basis specified to the Company by the Bank (subject
to subsection (b) above) contemporaneously with the making of such Loan,
payable at maturity.  Overdue payments of
principal, interest and other amounts payable hereunder shall bear interest,
payable on demand, at a rate for each day equal to the Base Rate for such day
plus 1% per annum.


 


No partial or
total prepayment of any Loan shall be allowed, except with the prior written
consent of the Bank.


 


(d)           All Loans shall be evidenced by a
promissory note appropriately completed, executed and delivered by the Company
in the form of Exhibit A hereto (the “Note”).  The Bank will endorse on the Note or
otherwise record in its internal records the amount of each Loan, the interest
rate  applicable thereto and each payment
of principal or interest made in respect thereof; provided that neither
the failure of the Bank to do so nor any error by the Bank in doing so shall
affect the obligations of the Company hereunder or under the Note.


 






*** CONFIDENTIAL
TREATMENT REQUESTED


 


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Section 2.02.  Conditions.  The obligation of the Bank to make a Loan on
any proposed borrowing date shall be subject to the satisfaction of the
following conditions:


 


	
  (i)

  	
   

  	
  The representations and warranties of
  the Company herein shall be true and correct in all material respects on the
  date of such borrowing as though made on and as of such date; and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  No Event of Default shall have occurred
  and be continuing on the date of such borrowing (either before or after
  giving effect to such borrowing); and

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  The FSA Policy shall be in full force
  and effect; and

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  The Bank shall have received the
  properly completed and executed Note and such corporate resolutions,
  certificates, opinions of counsel and other documents in connection herewith
  as the Bank may, in its reasonable discretion, have required.

  



 


The Company
shall be deemed to have made a representation and warranty on the date of each
borrowing that the conditions specified in clauses (i) through (iii) above
have been satisfied.


 


Section 2.03.  Commitment Fees.  The Company agrees to pay to the Bank a
commitment fee at the rate of [***]% per annum on the unused amount of the
Commitment from time to time outstanding. 
Such fee shall be payable quarterly in arrears on each three-month
anniversary of the date hereof and on the date on which the Commitment
terminates.


 


Section 2.04.  Taxes; Increased Costs.


 


(a)           All payments under this Agreement
(including, without limitation, payments of interest and principal) will be
payable to the Bank free and clear of any and all present and future taxes,
levies, imposts, duties, deductions, withholdings, fees, liabilities and
similar charges other than those imposed on the overall net income of the Bank
(“Taxes”).  If any Taxes are required to
be withheld or deducted from any amount payable under this Agreement, then the
amount payable under this Agreement will be increased to the amount which,
after deduction from such increased amount of all Taxes required to be withheld
or deducted therefrom, will yield to the Bank the amount stated to be payable
under this Agreement, and the Company will promptly provide to the Bank tax
receipts evidencing the payment of such Taxes. 
If any of the Taxes specified in this subsection (a) are paid by
the Bank, the Company will, upon demand of the Bank, reimburse the Bank for
such payments, together with any interest and penalties which may be imposed by
the governmental agency or taxing authority in respect thereof.


 






***  CONFIDENTIAL
TREATMENT REQUESTED


 


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(b)           If, after the date hereof, the
adoption of any law, rule or regulation, or any change therein, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof or compliance by the Bank with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency (i) subjects the Bank to any charge with respect to any
Loan or the Commitment or changes the basis of taxation of payments to the Bank
hereunder or under the Note (except for changes in the rate of tax on the
overall net income of the Bank or (ii) imposes, modifies or makes
applicable any reserve, special deposit, deposit insurance assessment or
similar requirement against loans made by the Bank, and the result of any of
the foregoing is to increase the cost to the Bank of making or maintaining such
Loan or to reduce any amount received or receivable by the Bank hereunder or
under the Note, then, upon demand by the Bank, the Company shall pay to the
Bank such additional amount or amounts as will compensate the Bank for such
increased cost or reduction; provided that the Bank shall have provided
to the Company thirty days’ prior written advice of any such additional amounts
(and the basis for calculation thereof). 
In determining such additional amounts, the Bank will act reasonably and
in good faith.  A certificate of the Bank
as to the additional amount or amounts payable to the Bank under this
subsection (b) shall be conclusive absent manifest error.


 


Section 2.05.  Capital Adequacy.  If the adoption after the date hereof of any
applicable law, rule or regulation regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the Bank with any
request or directive regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or other agency, has or would
have the effect of reducing the rate of return on the Bank’s capital as a
consequence of the Bank’s obligations hereunder or under any Loan to a level
below that which the Bank could have achieved but for such adoption, change or
compliance by an amount deemed by the Bank to be material, the Company shall
pay to the Bank, on demand, such additional amount or amounts as will
compensate the Bank for such reduction; provided that the Bank shall
have provided to the Company thirty days’ prior written advice of any such
additional amounts (and the basis for calculation thereof).  In determining such additional amounts, the
Bank will act reasonably and in good faith. 
A certificate of the Bank as to the additional amount or amounts payable
to the Bank under this Section 2.05 shall be conclusive absent manifest
error.


 


Section 2.06.  Payments and Computations.


 


(a)           Subject to the terms and provisions
of this Agreement, all amounts of principal, interest, fees and other
obligations payable by the Company hereunder or under the Note shall be made by
12:00 noon (Paris time) on the date when due to the Bank by wire transfer of
immediately available funds to the account of the Bank at Citibank, N.A., New
York (swift code : CITIUS33), ABA No. 021000089,
favour Dexia Crédit
Local, Paris (swift code : CLFRFRPP) account
n° 36125091, Ref.: Revolving 


 


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Credit
Agreement FSA, or as otherwise from time to time notified to the Company by the
Bank in writing.


 


(b)           All
computations of interest and fees shall be made on the basis of a year of 360
days, for the actual number of days elapsed (including the first day but
excluding the last day).  Notwithstanding
anything to the contrary set forth herein or in the Note, interest shall in no
event accrue hereunder or under the Note at a rate in excess of the maximum
rate permitted under applicable law.


 


(c)           Whenever
any payment to be made hereunder shall be stated to be due on a day which is
not a Business Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall be included in the computation of payment
of interest or fees, as the case may be.


 


(d)           If
for any reason due to acceleration following the occurrence of an Event of
Default, the principal of any LIBO Rate Loan, or any portion thereof, is paid
prior to the scheduled maturity date therefor, or if any LIBO Rate Loan is not
borrowed after notice thereof shall have been received by the Bank, the Company
will reimburse the Bank, on demand, for any resulting loss or expense incurred
by the Bank, including without limitation any loss or expense incurred in
obtaining, liquidating or employing deposits from third parties.


 


(e)           The Bank is hereby
authorized to charge the account, if any, of the Company maintained with the Bank
for each payment of principal, interest and fees due from the Company as it
becomes due hereunder.


 


Section 2.07.  Optional Reduction of Commitment by the
Company.  With the mutual consent of
the Bank and the Company, not to be unreasonably withheld, the Company may
reduce the unused portion of the Commitment at any time in whole, or from time
to time in part by an amount equal to $5,000,000 or any larger amount in
increments of $1,000,000, by delivering to the Bank written notice specifying
the amount of such reduction and the date on which such reduction is to become
effective (which date may not be earlier than the date of delivery of such
notice).  Any such reduction shall be
irrevocable.


 


Section 2.08.  Termination of Commitment by the Bank.  The Bank may, at any time, in its sole and
absolute discretion, terminate its commitment to make Loans hereunder by
delivering a Notice of Termination to the Company in accordance with the notice
provisions set forth in Section 6.02. 
Any such termination shall be effective on the fifth (5th)
anniversary of the date of the Company’s receipt of such Notice (or, if such
fifth (5th) anniversary is not a Business Day, the first Business
Day immediately succeeding such fifth (5th) anniversary).


 


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ARTICLE III


 


REPRESENTATIONS AND
WARRANTIES


 


Section 3.01.  Representations and Warranties.  The Company represents and warrants to the
Bank as follows:


 


(a)           The Company is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of Delaware, and has all requisite power and authority, corporate and
otherwise, to conduct its business as now conducted and to own its
properties.  The Company has full power
and authority to enter into this Agreement and the Note and to incur its
obligations provided for herein and therein, all of which have been duly
authorized by all proper and necessary corporate action on the part of the
Company.  This Agreement has been duly
executed and delivered by the Company and constitutes the valid and legally
binding agreement of the Company, enforceable against the Company in accordance
with its terms, except as enforceability may be affected by bankruptcy,
insolvency and other laws relating to or affecting creditors’ rights generally
and by general principles of equity. 
Upon execution and delivery thereof, the Note will constitute a valid
and legally binding obligation of the Company, enforceable in accordance with
its terms, except as enforceability may be affected by bankruptcy, insolvency
and other laws relating to or affecting creditors’ rights generally and by
general principles of equity.


 


(b)           All consents and approvals of, and
all notices to and filings with, any governmental entities or regulatory bodies
required as a condition to the valid execution, delivery or performance by the
Company of this Agreement and the Note have been obtained or made.  Neither the execution and delivery of this
Agreement and the Note nor compliance with the terms and provisions hereof and
thereof will conflict with, result in a breach of or constitute a default under
(i) any of the terms, conditions or provisions of the limited liability
company agreement of the Company, (ii) any law, regulation or order, writ,
judgment, injunction, decree, determination or award of any court or
governmental instrumentality or (iii) any agreement or instrument to which
the Company is a party or by which it is bound.


 


(c)           The consolidated financial statements
of FSA and its consolidated subsidiaries heretofore furnished or made available
to the Bank are complete and correct and fairly present the consolidated
financial condition of FSA and its consolidated subsidiaries as at the dates
thereof and the results of operations for the periods covered thereby (subject,
in the case of quarterly statements, to normal, year-end audit
adjustments).  Such financial statements
were prepared in accordance with U.S. generally accepted accounting principles
consistently applied.


 


(d)           As of the date of this Agreement,
other than as may have been disclosed in the Annual Report on Form 10-K
for the year ending December 31, 2007, or the Quarterly Report on Form 10-Q
for the quarter ending March 31, 2008, in each case as filed by Financial
Security Assurance Holdings Ltd. with the U.S. Securities and Exchange
Commission, there is no action, suit or proceeding pending against, or to the 


 


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Company’s knowledge threatened against or
affecting, the Company before any court or arbitrator or any governmental body,
agency or official which, if adversely determined, would have a material
adverse effect (actual or prospective) on the Company’s business, properties or
financial position or which seeks to terminate or calls into question the
validity or enforceability of this Agreement or the Note.


 


(e)           The Company has delivered to the Bank
a Financial Guaranty Insurance Policy issued by FSA in form and substance
acceptable to the Bank (the “FSA Policy”).


 


(f)            The Company is not (i) a “holding
company,” or a “subsidiary company” of a “holding company,” or of a “subsidiary
company” of a “holding company,” within the meaning of the Public Utility
Holding Company Act of 1935, or (ii) required to be registered as an “investment
company” as defined in (or subject to regulation under) the Investment Company
Act of 1940.  Neither the making of the
Loans, or the application of the proceeds or repayment thereof by the Company,
nor the consummation of other transactions contemplated hereunder, will violate
any provision of the Public Utility Holding Company Act of 1935, the Investment
Company Act of 1940 or any rule, regulation or order of the SEC.


 


ARTICLE IV


 


COVENANTS


 


Section 4.01.  Covenants of the Company.  The Company covenants and agrees that until
the later to occur of (i) the Termination Date and (ii) the
performance of all obligations of the Company hereunder and under the Note:


 


(a)           General Affirmative Covenants.  The Company will maintain its corporate
existence in good standing, will comply in all material respects with all
applicable laws, rules, regulations and orders of any governmental authority
noncompliance with which would have a material adverse effect on its financial
condition or operations or on its ability to meet its obligations hereunder,
and will continue to engage in business of the same general type as that
engaged in by the Company on the date hereof. 
The Company will pay and discharge, at or before maturity, all its obligations
and liabilities, including, without limitation, tax liabilities, where failure
to satisfy such obligations or liabilities in the aggregate would have a
material adverse effect on its financial condition, operations or ability to
meet its obligations hereunder.  The
Company’s obligations hereunder and under the Note will rank pari passu
with all other unsecured and unsubordinated obligations of the Company.


 


(b)           Financial Statements.  The Company will furnish to the Bank or make
available on FSA’s website, www.fsa.com:


 


(1)           as soon as available and in any event
within 90 days after the end of each fiscal year of FSA, a consolidated balance
sheet of FSA and its 


 


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consolidated subsidiaries as at the close
of such fiscal year and the related consolidated statements of income and
changes in financial position for such year, certified by independent public
accountants of recognized standing;


 


(2)           as soon as available and in any event
within 45 days after the end of each of the first three quarters of each fiscal
year of FSA, a consolidated balance sheet of FSA and its consolidated
subsidiaries as at the close of such quarter and the related consolidated
statements of income and changes in financial position for such quarter and for
the portion of such fiscal year then ended, certified by FSA’s chief financial
officer as having been prepared on a basis consistent with the most recent
audited consolidated financial statements of FSA and its consolidated
subsidiaries, it being understood that the required certifications on Form 10-Q
and Form 10-K shall suffice for such purpose; and


 


(3)           from time to time, such further
information regarding the business, affairs and financial condition of the
Company and its subsidiaries as the Bank shall reasonably request.


 


(c)           Use
of Proceeds.  None of the proceeds of
the Loans will be used directly or indirectly for the purpose (whether
immediate, incidental or ultimate) of buying or carrying any “margin stock”
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System.


 


(d)           Maintenance
of Properties.  The Company shall (a) maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary
wear and tear excepted; and (b) use the standard of care typical in the
industry in the operation and maintenance of its facilities, except where the
failure to do so could not reasonably be expected to have a material adverse
effect on the Company.


 


(e)           Maintenance
of Insurance.  The Company shall
maintain with financially sound and reputable insurance companies or with a
captive insurance company that is an affiliate of the Company as to which the
Bank may request reasonable evidence of financial responsibility, insurance
with respect to its properties in such amounts with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Company or any
of its subsidiaries operates.


 


ARTICLE V


 


EVENTS OF DEFAULT


 


Section 5.01. 
Events of Default.


 


(a)           The
following events constitute Events of Default hereunder:


 


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(i)           The
principal amount of any Loan shall not be paid when due; or


 


(ii)          Any
other amount payable under this Agreement or under the Note (including interest
or fees) shall not be paid when due and such default shall continue unremedied
for a period of five (5) days after written notice thereof to the Company
by the Bank; or


 


(iii)         Default
shall be made in the due observance or performance by the Company of any other
term, covenant or agreement contained in this Agreement or in the Note and such
default shall continue unremedied for a period of five (5) Business Days after
written notice thereof to the Company by the Bank; or


 


(iv)         Any
representation or warranty of the Company herein or any statement or
representation made in any application, certificate, report or opinion
delivered in connection herewith shall prove to have been incorrect or
misleading in any material respect when made or deemed made; or


 


(v)          FSA
or the Company shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property; or an
involuntary case or other proceeding shall be commenced against FSA or the
Company seeking any such relief or appointment and FSA or the Company shall
consent thereto, an order for relief shall be granted or such case or
proceeding shall remain undismissed and unstayed for a period of 90 days; or
FSA or the Company shall make a general assignment for the benefit of
creditors, shall fail generally to pay its debts as they become due, or shall
take any action to authorize any of the foregoing; or


 


(vi)         The FSA
Policy shall cease to be in full force and effect, enforceable against FSA in
accordance with its terms.


 


(b)           If an Event of Default occurs and is
continuing, (A) the Bank may by notice to the Company declare the
Commitment terminated and the Loans (together with accrued interest thereon) to
be, and they shall thereupon become, immediately due without presentment,
demand or other notice, all of which are hereby waived by the Company (provided
that, in the case of an Event of Default referred to in clause (v) of subsection
(a) above with respect to the Company, the same shall occur with respect
to the Commitment and all Loans automatically without any notice or any other
act by the Bank or any other person) and/or (B) the Bank may exercise any
other rights or remedies it may have under this Agreement or under the Note and
take such other action as is permitted at law or in equity.


 


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ARTICLE VI


 


MISCELLANEOUS


 


Section 6.01.  Amendments and Waivers.  No failure or delay on the part of the Bank
in exercising any power or right hereunder or under the Note shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power preclude any other or further exercise thereof or the exercise of any
other right or power hereunder.  No
amendment or waiver of any provision of this Agreement or the Note nor consent
to any departure by the Company herefrom or therefrom shall in any event be
effective unless the same shall be in writing and signed by the Bank and the
Company.  Any such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.  No notice to or demand
on the Company in any case shall, of itself, entitle the Company to any other
or further notice or demand in similar or other circumstances.


 


Section 6.02.  Notices.  Any communication, demand, or notice to be
given to a party hereunder will be duly given and deemed to have been received
when actually delivered (or 72 hours after having been deposited in the mails
with first class postage prepaid) to such party at the address specified on the
signature pages hereof (or at such other address as such party shall
specify to the other party in writing), including delivery by telex,
telecopier, e-mail or other telecommunication device capable of transmitting or
creating a written record.  The Bank may
(but shall not be required to) accept and act upon oral, telephonic or other
forms of notices or instructions hereunder that the Bank reasonably believes in
good faith to have been given by a person authorized to do so on behalf of the
Company.  The Bank shall be fully protected
and held harmless by the Company, and shall have no liability, for acting on
any such notice or instruction that the Bank reasonably believes in good faith
to have been given by a person authorized to do so on behalf of the
Company.  The Bank shall send a copy of
any notice to the Company to Financial Security Assurance Inc., 31 West 52nd
Street, New York, New York 10019; Attention: General Counsel; Re: Dexia FP
Liquidity; Email: generalcounsel@fsa.com.


 


Section 6.03.  Set-off.  The Company hereby grants to the Bank a right
of set-off against any amounts standing to the credit of the Company (including
any of its offices or divisions) on the books of any office of the Bank in any
demand deposit or other account maintained with such office.


 


Section 6.04.  Successors and Assigns.  This Agreement shall inure to the benefit of,
and shall be enforceable by, the parties hereto and their respective successors
and permitted assigns.  The Bank may
assign any of its rights or obligations hereunder or under the Note to any
office or affiliate of the Bank or, with the prior written consent of the
Company (which consent shall not unreasonably be withheld), to any third party;
provided that, from and after the occurrence of an Event of Default, the
Bank may assign any of its rights or obligations hereunder without the consent
of the Company.  The Company may not
assign or otherwise transfer any of its rights or obligations under this 


 


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Agreement or the Note without the prior
written consent of the Bank, and any purported assignment without such consent
shall be void.


 


Section 6.05.  Costs, Expenses and Taxes.  The Company agrees to pay on demand all costs
and expenses of the Bank, including reasonable fees and expenses of counsel, in
connection with the enforcement against it of this Agreement and the Note and
the protection of the Bank’s rights hereunder and thereunder, including any
bankruptcy, insolvency, enforcement proceedings or restructuring with respect
to the Company.  In addition, the Company
shall pay any and all stamp and other taxes and fees payable or determined to
be payable in connection with the execution, delivery, filing and recording of
this Agreement and the Note, and agrees to save the Bank harmless from and
against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes and fees.


 


Section 6.06.  Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).  Each of the Company and the Bank hereby
irrevocably submits to the non-exclusive jurisdiction of any U.S. federal or
state court in The City of New York for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Agreement or the
Note.  Each of the Company and the Bank
hereby consents to the laying of venue in any such suit, action or proceeding
in New York County, New York, and hereby irrevocably waives any claim that any
such suit, action or proceeding brought in such a court has been brought in an
inconvenient forum.  Any process in any
such action shall be duly served if mailed by registered mail, postage prepaid,
to the Company or the Bank, as the case may be, at its address designated pursuant
to Section 6.02.


 


Section 6.07.  Counterparts; Integration.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
all signatures thereon were upon the same instrument.  This Agreement and the Note constitute the
entire agreement and understanding between the Company and the Bank with
respect to the subject matter hereof, and supersede any prior agreements and
understandings with respect thereto.


 


Section 6.08.  WAIVER OF JURY TRIAL.  EACH
OF THE COMPANY AND THE BANK HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section 6.09.  PATRIOT ACT.      The
Bank hereby notifies the Company that, pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information
that identifies the Company, which information includes the name and address of
the Company and other information that will allow the Bank to identify the
Company in accordance with the Act.


 


12





















 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date first above
written.


 


	
   

  	
  FSA
  Asset Management LLC

  
	
   

  	
  31
  West 52nd Street

  
	
   

  	
  New
  York, N.Y. 10019

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn.:

  	
  FP – Operations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  212.893.2700

  
	
   

  	
  Telecopy:

  	
  212.893.2727

  
	
   

  	
  Email:

  	
  gicops@fsa.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert P. Cochran

  
	
   

  	
  Name:

  	
  Robert P. Cochran

  
	
   

  	
  Title:

  	
  Chairman & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce E. Stern

  
	
   

  	
  Name:

  	
  Bruce E. Stern

  
	
   

  	
  Title:

  	
  Managing Director & General 

  Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Dexia
  Crédit
  Local

  
	
   

  	
  1,
  Passerelle des Reflets

  
	
   

  	
  Tour
  Dexia La Défense 2

  
	
   

  	
  92913 La Défense Cedex

  
	
   

  	
  France

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attn.:

  	
  Back Office Operations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  33
  1 58 58 72 09

  
	
   

  	
   

  	
  33
  1 58 58 68 92

  
	
   

  	
  Telecopy:

  	
  33
  1 58 58 72 90

  
	
   

  	
  Email:

  	
  laurent.fritsch@dexia.com

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Didier Casas

  
	
   

  	
  Name:

  	
  Didier Casas

  
	
   

  	
  Title:

  	
  General Secretary,
  acting on behalf 

  of a power of attorney granted by 

  Gérard Bayol, Chief Executive 

  Officer

  
					



 


13





















 


Exhibit A


 


Promissory Note


 


	
  $5,000,000,000

  	
   

  	
  June 30,
  2008

  



 


FSA Asset Management LLC, a Delaware limited liability
company (the “Company”), for value received, hereby promises to pay to the
order of Dexia Crédit
Local, acting through its head office (including its successors and permitted
assigns, the “Bank”), located at 1,
Passerelle des Reflets, Tour Dexia La Défense 2, 92913 La Défense Cedex, France,
in lawful money of the United States, the principal sum of Five Billion Dollars
or, if less, the aggregate unpaid principal amount of all loans (“Loans”) made
by the Bank to the Company pursuant to the Revolving Credit Agreement dated as
of June 30, 2008 (as amended from time to time, the “Agreement”) between
the Company and the Bank.  Each Loan
shall mature on the date specified in or pursuant to the Agreement, and such
maturity shall be subject to acceleration in the circumstances specified
therein.  Each Loan shall bear interest
at the rate or rates and such interest shall be payable on the date or dates
specified in or pursuant to the Agreement.


 


Loan and related information may be endorsed by the
Bank hereon or upon a schedule that may be attached hereto and made a part
hereof; provided that the failure of the Bank to make any such
endorsement or any error in doing so shall not affect the obligations of the
Company hereunder or under the Agreement.


 


 


	
   

  	
  FSA
  Asset Management LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 





















 


Exhibit B


 


AUTHORIZED
SIGNATORIES


 


	
  Name

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Robert
  P. Cochran

  	
   

  	
  /s/
  Robert P. Cochran

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Séan
  W. McCarthy

  	
   

  	
  /s/
  Séan W. McCarthy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Joseph
  W. Simon

  	
   

  	
  /s/
  Joseph W. Simon

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Russell
  B. Brewer II

  	
   

  	
  /s/
  Russell B. Brewer II

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Edsel
  C. Langley, Jr.

  	
   

  	
  /s/
  Edsel C. Langley, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  M.
  Douglas Watson, Jr.

  	
   

  	
  /s/
  M. Douglas Watson, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bruce
  E. Stern

  	
   

  	
  /s/
  Bruce E. Stern

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hongfei
  Zhang

  	
   

  	
  /s/
  Hongfei Zhang

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dennis
  H. Kim

  	
   

  	
  /s/
  Dennis H. Kim

  



 





















 


Exhibit C


 


[Form of Notice of Termination]


 


[Letterhead of]


DEXIA CRÉDIT LOCAL, Head Office


 


[Date]


 


FSA Asset Management
LLC


31 West 52nd
Street


New York,
N.Y.  10019


 


	
  Attention:

  	
   

  	
  FP – Operations

  
	
   

  	
   

  	
   

  
	
  Re:
    

  	
   

  	
  Termination of Revolving Credit
  Agreement

  



 


Dear Sirs:


 


Reference is hereby made to that certain
Revolving Credit Agreement, dated as of June 30, 2008, by and between you
and the undersigned (such Agreement, as the same may have been heretofore
amended, the “Agreement”).  Capitalized
terms used herein without definition are used herein as defined in the
Agreement.


 


In accordance with Section 2.08 of
the Agreement, the undersigned hereby notifies you that the commitment of the
undersigned to make Loans to you under the Agreement is hereby terminated
effective as of, and from and after, the fifth (5th) anniversary of
the date of your receipt of this notice.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dexia Crédit Local,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  cc:

  	
  FSA Asset Management LLC

  	
   

  	
   

  
	
   

  	
  31 West 52nd Street

  	
   

  	
   

  
	
   

  	
  New York, N.Y. 10019

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  General Counsel