Exhibit 10.1


 


AMENDMENT NO.
7 TO THE CREDIT AGREEMENT


 


AMENDMENT NO.
7 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of April 22,
2005, among Financial Security Assurance Inc. (“FSA”), the additional
borrowers party hereto (together with FSA, the “Borrowers”), various
banks (the “Banks”), JPMorgan Chase Bank, N.A. (the “New Bank”)
and The Bank of New York, as agent (the “Agent”).  All capitalized terms defined in the
hereinafter defined Credit Agreement shall have the same meaning when used
herein unless otherwise defined herein.


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, the Borrowers, the Banks and the Agent are
parties to a Credit Agreement, dated as of August 31, 1998 (as amended to
date, the “Credit Agreement”); and


 


WHEREAS, the New Bank desires to become a Bank under
the Credit Agreement and each of The Bank of Nova Scotia and WestLB AG, New
York Branch (each an “Exiting Bank”) desires to cease to be a Bank under
the Credit Agreement; and


 


WHEREAS, the parties hereto wish to amend the Credit
Agreement as herein provided;


 


NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, the parties hereto hereby agree as
follows:


 


1.   New Bank.  Upon execution and delivery of this Amendment
by the parties hereto, the New Bank shall become a Bank for all purposes of the
Credit Agreement.


 


2.   Exiting Bank.  As of the open of business on April 22,
2005, neither Exiting Bank shall have any further obligations under, or be a
Bank for purposes of, the Credit Agreement. 
Each Exiting Bank shall, however, be entitled to receive its Commitment
Commission to, but excluding, April 22, 2005, and any other amounts, if
any, owing to it under the Credit Agreement, including,
without limitation, any indemnities it may be entitled to pursuant to Section 12.01
of the Credit Agreement at any time in the future.


 


3.   Arranger Status.  As of the open of business on April 22,
2005, KeyBank National Association shall become a Co-Lead Arranger under the
Credit Agreement.


 


4.   Amendments to the Credit Agreement.  (a) Section 3.01(a)
of the Credit Agreement is hereby amended by deleting the percentage “0.125%”
and replacing it with the percentage “0.10%”.


 


(b)   The first sentence of Section 3.04(a)
of the Credit Agreement is hereby amended in its entirety to read as follows:


 


The expiration of
the Commitments of the Banks to make Revolving Loans shall be April 21,
2006 (the “Revolving Loan Expiry Date”); provided, however, that before (but
not earlier than 60 days nor later than 30 days before) the Revolving Loan
Expiry Date then


 





















 


in
effect, FSA may make a written request (an “Extension Request”) to the Agent at
its Notice Office and to each of the Banks that the Revolving Loan Expiry Date
be extended by 364 days.


 


(c)   Section 7.15 of the Credit
Agreement is hereby deleted.


 


(d)   Section 8.10 of the Credit
Agreement is hereby deleted.


 


(e)   The Credit Agreement is hereby
amended by adding the following new Section 12.14:


 


12.14   Confidentiality.  Each of the Agent and each Bank severally
agrees to keep information delivered or made available by or on behalf of the
Borrowers pursuant to this Agreement confidential from anyone other than its
employees, directors, legal counsel, independent auditors, other advisors and
prospective assignees and participants (all of whom shall agree to similar
restrictions), provided, however, that nothing herein shall prevent the Agent
or any Bank from disclosing such information (a) to any other Bank or the
Agent, (b) in response to a subpoena or other order of a court or
administrative agency provided that the Agent or Bank, as applicable, shall (to
the extent legally permitted) promptly notify FSA of such subpoena or other
order, (c) to the extent necessary in connection with the exercise of any
remedy hereunder, (d) if such information is or becomes generally available to
the public other than as a result of a disclosure by the Agent or a Bank
prohibited by this Agreement or (e) if such information is or becomes available
to the Agent or Bank, as applicable, from a source (other than a Borrower) that
is not bound by an obligation of confidentiality to the Borrowers.


 


(f)   Schedule II of the Credit
Agreement is hereby deleted in its entirety and replaced with Exhibit A hereto
attached.


 


(g)   Schedule III of the Credit Agreement
is hereby deleted in its entirety and replaced with Exhibit B hereto attached.


 


5.   Representations and Warranties.  In order to induce the Banks, the New Bank
and the Agent to enter into this Amendment, each Borrower hereby represents and
warrants that:


 


(a)   no
Default or Event of Default exists or will exist as of the date hereof and
after giving effect to this Amendment; and


 


(b)   as of
the date hereof, and after giving effect to this Amendment, all
representations, warranties and agreements of such Borrower contained in the
Credit Agreement will be true and correct in all material respects.


 


6.   GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
PROVISIONS THEREOF.


 


2





















 


7.   Agreement Not Otherwise Amended.  This Amendment is limited precisely as
written and shall not be deemed to be an amendment, consent, waiver or
modification of any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein, or prejudice any right or
rights which the Banks, the New Bank, the Agent or any of them may now have or
may have in the future under or in connection with the Credit Agreement or any
of the instruments or agreements referred to therein.  Except as expressly modified hereby, the
terms and provisions of the Credit Agreement shall continue in full force and
effect.  Whenever the Credit Agreement is
referred to in the Credit Agreement or any of the instruments, agreements or
other documents or papers executed and delivered in connection therewith, it
shall be deemed to be a reference to the Credit Agreement as modified hereby.


 


8.   Counterparts.  This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


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


 


	
   

  	
  FINANCIAL SECURITY ASSURANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bruce Stern

  	
   

  
	
   

  	
  Name: Bruce Stern

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FSA INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bruce Stern

  	
   

  
	
   

  	
  Name: Bruce Stern

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
  FINANCIAL SECURITY ASSURANCE

  (U.K.) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bruce Stern

  	
   

  
	
   

  	
  Name: Bruce Stern

  
	
   

  	
  Title: General Counsel

  



 


3





















 


	
   

  	
  THE BANK OF NEW YORK,

  individually and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Sreecaran Ganesan

  	
   

  
	
   

  	
  Name: Sreecaran Ganesan

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Patrick H. McGraw

  	
   

  
	
   

  	
  Name: Patrick H. McGraw

  
	
   

  	
  Title: Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KBC BANK N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Lawrence J. Manochio

  	
   

  
	
   

  	
  Name: Lawrence J. Manochio

  
	
   

  	
  Title: Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert Snauffer

  	
   

  
	
   

  	
  Name: Robert Snauffer

  
	
   

  	
  Title: First Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mary K. Young

  	
   

  
	
   

  	
  Name: Mary K. Young

  
	
   

  	
  Title: Vice President

  



 


4





















 


	
   

  	
  NORDDEUTSCHE LANDESBANK

  GIROZENTRALE, NEW YORK AND/OR

  CAYMAN ISLANDS BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stephen K. Hunter

  	
   

  
	
   

  	
  Name: Stephen K. Hunter

  
	
   

  	
  Title: SVP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stephanie Finnen

  	
   

  
	
   

  	
  Name: Stephanie Finnen

  
	
   

  	
  Title: VP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Lawrence Palumbo, Jr.

  	
   

  
	
   

  	
  Name: Lawrence Palumbo, Jr.

  
	
   

  	
  Title: Vice President

  



 


5





















 


EXHIBIT A


 


SCHEDULE II


 


SCHEDULE OF COMMITMENTS


 


	
  Bank

  	
   

  	
  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  KeyBank National Association

  	
   

  	
  30,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  KBC Bank N.V.

  	
   

  	
  27,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  US Bank, N.A.

  	
   

  	
  27,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Norddeutsche Landesbank Girozentrale,

  New York and/or Cayman Islands Branch

  	
   

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  150,000,000

  	
   

  



 





















 


EXHIBIT B


 


SCHEDULE III


 


LENDING OFFICES


 


	
  Bank

  	
   

  	
  Bank Rate Office

  	
   

  	
  Eurodollar Lending Office

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Bank of New York

  	
   

  	
  1 Wall Street

  New York, NY 10286

  	
   

  	
  1 Wall Street

  New York, NY 10286

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KBC Bank N.V.

  	
   

  	
  125 West 55th Street

  New York, NY 10019

  	
   

  	
  125 West 55th Street

  New York, NY 10019

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KeyBank National

  Association

  	
   

  	
  127 Public Square

  Cleveland, OH 44114

  	
   

  	
  127 Public Square

  Cleveland, OH 44114

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  270 Park Avenue

  15th Floor

  New York, NY 10017

  	
   

  	
  270 Park Avenue

  15th Floor

  New York, NY 10017

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US Bank, N.A.

  	
   

  	
  US Bank Tower

  425 Walnut Street, 8th Floor

  Cincinnati, OH 45202

  	
   

  	
  US Bank Tower

  425 Walnut Street, 8th floor

  Cincinnati, OH 45202

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Norddeutsche Landesbank

  Girozentrale, New York

  and/or Cayman Islands

  Branch

  	
   

  	
  NORD/LB New York Branch

  1114 Avenue of the Americas

  37th Floor

  New York, NY 10036

  	
   

  	
  NORD/LB Cayman Islands

  Branch

  1114 Avenue of the Americas

  37th Floor

  New York, NY 10036