EXHIBIT 10.16


 


***TEXT OMITTED AND SUBMITTED SEPARATELY PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST UNDER 17 C.F.R. SECTION 200.80(B)(4)


 


SECOND REVOLVING CREDIT AGREEMENT dated as of February 20,
2009 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 $3,000,000,000 (Three 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.


 


“First
Revolving Credit Agreement” means the Revolving Credit Agreement, dated June 30,
2008, among Dexia Crédit Local, Dexia Bank Belgium SA and the Company, as
amended as of the date hereof.


 


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


 


“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 June 30, 2008; (ii) on
any date thereafter prior to the earlier of the Company’s receipt of a Notice
of Termination from the Bank under the First Revolving Credit Agreement or this
Agreement, 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 under the First Revolving Credit Agreement or this Agreement, 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.


 


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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 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.


 






*** Confidential treatment requested


 


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(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.


 


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
Company shall have borrowed the entire Commitment (as defined in the First
Revolving Credit Agreement) under the First Revolving Credit Agreement, which amount
remains outstanding, and no Event of Default under the First Revolving Credit
Agreement shall have occurred and be continuing;
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 


 






*** Confidential
treatment requested


 


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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.


 


(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 


 


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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 in accordance with the
wire instructions provided by the Company, 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 


 


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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).


 


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 


 


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adjustments).  Such financial statements were prepared in
accordance with U.S. generally accepted accounting principles consistently
applied.


 


(d)           As of June 30, 2008, 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
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 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.


 


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(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
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.


 


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ARTICLE V


EVENTS OF DEFAULT


 


Section 5.01.  Events of Default.


 


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


 


(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)                                 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 the Company
seeking any such relief or appointment and 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 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.


 


(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/ Guy Cools

  
	
   

  	
   

  	
  Name:

  	
  Guy Cools

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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/ Pascal Poupelle

  
	
   

  	
   

  	
  Name:

  	
  Pascal Poupelle

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
						






 


13

















 


Exhibit A


 




	
  Promissory Note

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  $3,000,000,000

  	
   

  	
  February [·], 2009

  






 


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 Three Billion Dollars or, if less,
the aggregate unpaid principal amount of all loans (“Loans”) made by the Bank
to the Company pursuant to the Second Revolving Credit Agreement dated as of February 20,
2009 (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:

  	
   

  






 


14

















 


Exhibit B


 


AUTHORIZED
SIGNATORIES


 




	
  Name

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Robert P. Cochran

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Séan W. McCarthy

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Guy
  Cools

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Joseph
  W. Simon

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Russell B. Brewer II

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Edsel C. Langley, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  M.
  Douglas Watson, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bruce E. Stern

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hongfei Zhang

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dennis
  H. Kim

  	
   

  	
   

  






 


15

















 


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 Second Revolving Credit Agreement

  



 


Dear Sirs:


 


Reference is hereby made to that certain
Second Revolving Credit Agreement, dated as of February 20, 2009, 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

  



 


16