EXHIBIT
10.21


 


GUARANTEE RELEASE
AGREEMENT


 


Dexia Crédit Local



Dexia Bank Belgium SA


 


FSA Asset Management LLC


 


and


 


Financial
Security Assurance Inc.


 


February 20, 2009


 

















 


GUARANTEE
RELEASE AGREEMENT


 


This guarantee release agreement (the “Agreement”) is
dated as of February 20, 2009,
and entered into by and among Dexia Crédit Local (“DCL”), Dexia Bank
Belgium SA (“DBB”, together with DCL, the “Banks”), FSA Asset
Management LLC (the “Company”), and Financial Security Assurance Inc.
(the “Guarantor”).  Each of the
Banks, the Company and the Guarantor are sometimes referred to herein
individually as a “Party” and collectively as the “Parties”.


 


WHEREAS, on June 30, 2008, DCL entered into
a Revolving Credit Agreement (the “Credit Agreement”) providing for loans
to the Company of up to US$5 billion at any one time outstanding;


 


WHEREAS, effective August 22, 2008, DCL
assigned part of its interest in the Credit Agreement to DBB, as a result of
which assignment DBB became a “Bank” as defined under the Credit Agreement;


 


WHEREAS, the Guarantor guarantees the repayment
of borrowings by the Company under the Credit Agreement pursuant to a Financial
Guaranty Insurance Policy (Policy No.: 90908-N) issued on June 30, 2008
(the “Policy”); and


 


WHEREAS, in connection with the reorganization
of the business of Financial Security Assurance Holdings Ltd. and certain of
its affiliates (including the Company), the Banks have each deemed it to be in
their best interests to release the Guarantor from any and all obligations that
it may have under the Policy, and to make appropriate amendments to the Credit
Agreement reflecting such release and eliminating any requirement on the part
of the Company to provide or maintain the Policy (or any substitution therefor
or replacement thereof);


 


NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the Parties hereby agree as follows:


 


Article I


Surrender
of Policy and Release of Guarantor


 


Section 1.1             Surrender of
Policy.  Each of the Banks, in their
capacity as “Holders” as defined under the Policy, hereby surrender the Policy
to the Guarantor, irrevocably release and waive any and all rights they may
have under the Policy, and agree to hold the Guarantor harmless against any
claims they (or any third party claiming rights through such Party) may make
under the Policy.  DCL agrees to return
the original Policy to the Guarantor on behalf of the Holders as soon as
reasonably practicable following the execution of this Agreement.


 

















 


Article II


Amendments to Revolving Credit
Agreement


 


Section 2.1.  Amendments to Credit Agreement.  Each of the Banks and the Company agree that
the Credit Agreement is hereby amended as follows:


 


1.     The
term “FSA Policy” is deleted in its entirety from Section 1.01.


 


2.     Section 2.02(iii) is
deleted in its entirety and the remaining provisions in Section 2.02 are
renumbered accordingly.  In the last
sentence in Section 2.02, “(iii)” is replaced with “(ii)”.


 


3.     Section 3.01(e) is
deleted in its entirety and the remaining provisions in Section 3.01 are
relabeled accordingly.


 


4.     Each
instance of “FSA or” appearing in Section 5.01(a)(v) shall be
deleted.


 


5.     Section 5.01(a)(vi) is
deleted in its entirety and, for the avoidance of doubt, the surrender of the
Policy shall not constitute an Event of Default (as defined in the Credit
Agreement).


 


Section 2.2.  Reference
to and Effect on the Credit Agreement. 
On and after the date of this Agreement, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the notes to “the
Revolving Credit Agreement”, “Agreement”, “therein”, or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Agreement. 
The Credit Agreement and the notes, as specifically amended by this
Agreement, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed. 
The execution, delivery and effectiveness of this Agreement shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Bank under the Credit Agreement, nor constitute a waiver of any
provision of the Credit Agreement.


 


Article III


Other
Provisions


 


Section 3.1. 
Entire Agreement.  This
Agreement contains, and is intended as, a complete statement of all of the
terms of the agreement among the Parties with respect to the matters provided
for herein.


 


Section 3.2 
Further Assurances.  The
Parties will from time to
time and at all times hereafter make, do, execute, or cause or procure to be
made, done and executed such further acts, deeds, conveyances, consents and
assurances without further consideration, which may reasonably be required to
effect the transactions contemplated by this Agreement.


 


Section 3.3 
Counterparts.  This
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so 


 


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executed shall be deemed to be an original and all of
which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Agreement by email or facsimile shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


Section 3.4 Governing Law.  The provisions of Section 6.06 of the
Credit Agreement shall apply to this Agreement (mutatis mutandis).


 


[Remainder of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective authorized signatories as
of the date first
written above.


 


 


	
   

  	
  DEXIA CREDIT
  LOCAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Pascal Poupelle

  
	
   

  	
  Name:

  	
  Pascal Poupelle

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 


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  DEXIA BANK
  BELGIUM SA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jean-François
  Martin

  
	
   

  	
  Name:

  	
  Jean-François Martin

  
	
   

  	
  Title:

  	
  Member of the
  Management Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Luc van Thielen

  
	
   

  	
  Name:

  	
  Luc van Thielen

  
	
   

  	
  Title:

  	
  Member of the
  Management Board

  



 


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  FSA
  ASSET MANAGEMENT LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Guy Cools

  
	
   

  	
  Name:

  	
  Guy Cools

  
	
   

  	
  Title:

  	
  Managing Director

  



 


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  FINANCIAL
  SECURITY ASSURANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert P. Cochran

  
	
   

  	
  Name:

  	
  Robert P. Cochran

  
	
   

  	
  Title:

  	
  Chairman & CEO

  



 


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