Exhibit 10.8.2 



SECOND AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER  



        THIS
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER, dated as of May 15,
2006 (this “Amendment”), is by and among BRADLEY PHARMACEUTICALS, INC., a Delaware
corporation (the “Borrower”), those Domestic Subsidiaries of the Borrower identified as
“Guarantors” on the signature pages hereto and such other Domestic Subsidiaries of the
Borrower as may from time to time become a party hereto (collectively, the “Guarantors”),
and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as
administrative agent for the Lenders (in such capacity, the “Administrative Agent”).  



W I T N E S S E T H 



        WHEREAS,
the Borrower, the Guarantors, the lenders party thereto (the “Lenders”) and the
Administrative Agent are parties to that certain Amended and Restated Credit Agreement
dated as of November 14, 2005 (as amended, restated, amended and restated, modified or
supplemented from time to time, the “Credit Agreement”; capitalized terms used herein
shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined
herein);  



        WHEREAS,
the Borrower has failed to deliver to the Administrative Agent annual financial
statements for the fiscal year ended December 31, 2005 by April 30, 2006, in violation of
Section 5.1(a) of the Credit Agreement (the “Section 5.1(a) Event of Default”);  



        WHEREAS,
the Borrower has failed to become a Current Filer by April 30, 2006, in violation of
Section 5.14(b) of the Credit Agreement (the “Section 5.14(b) Event of Default”; and
together with the Section 5.1(a) Event of Default, the “Acknowledged Events of Default”);  



        WHEREAS,
the Borrower has requested the Required Lenders (a) waive the Acknowledged Events of
Default, (b) notwithstanding the Acknowledged Events of Default, allow the Borrower to
continue outstanding LIBOR Rate Loans (“LIBOR Continuation”), and (c) amend certain
provisions of the Credit Agreement; and  



        WHEREAS,
the Required Lenders are willing to waive the Acknowledged Events of Default, consent to
the LIBOR Continuation and amend the Credit Agreement, in each case subject to the terms
and conditions hereof.  



        NOW,
THEREFORE, in consideration of the agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:  





 
	 	
	 















SECTION 1 

WAIVER AND CONSENT  



        1.1
Waiver of Acknowledged Events of Default. Notwithstanding the provisions of
the Credit Agreement to the contrary, the Required Lenders hereby waive, on a
one-time basis, the Acknowledged Events of Default.  



        1.2
Consent. Notwithstanding the provisions of the Credit Agreement to the contrary,
the Required Lenders hereby consent, on a one-time basis, to the LIBOR Continuation.  



        1.3
Effectiveness of Waiver and Consent. The waiver and consent set forth in Section 1.1 and
Section 1.2 shall be effective only to the extent specifically set forth herein and shall
not (a) be construed as a waiver of any breach or default other than as specifically
waived herein nor as a waiver of any breach or default of which the Lenders have not been
informed by the Borrower, (b) affect the right of the Lenders to demand compliance by the
Borrower with all terms and conditions of the Credit Agreement, except as specifically
modified or waived herein, (c) be deemed a waiver of any transaction or future action on
the part of the Borrower requiring the Lenders’ or the Required Lenders’ consent or
approval under the Credit Agreement, or (d) except as waived hereby, be deemed or
construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s
or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any
other Credit Document, whether arising as a consequence of any Event of Default which may
now exist or otherwise, all such rights and remedies hereby being expressly reserved.  



        1.4
Acknowledgement of Default Rate. Notwithstanding the provisions of the Credit Agreement
to the contrary, the Lenders acknowledge that the Borrower shall not be required to pay
the default interest set forth in Section 2.9 of the Credit Agreement as to the
Acknowledged Events of Default; provided, however, if the Borrower fails to (a) deliver
to the Administrative Agent the financial statements referred to in Section 5.1(a) of the
Credit Agreement for the fiscal year ended December 31, 2005 and (b) file all required
financial statements on Form 10-K with the SEC for the fiscal year ended December 31,
2005, in each case by May 31, 2006, the Borrower hereby agrees to pay such default
interest on a retroactive basis beginning on May 1, 2006.  



SECTION 2

AMENDMENTS  



        2.1
New Definition. The following definition is hereby added to Section 1.1 of
the Credit Agreement in the appropriate alphabetical order:  



	  	        “Second
Amendment Effective Date” shall mean May 15, 2006. 









 
	 	
2	 














        2.2
Amendment to Section 1.1. The definition of “Consolidated EBITDA” in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as follows:  



	  	        ”Consolidated
EBITDA” shall mean, for any period, the sum of (i) Consolidated Net Income for
such period, plus (ii) an amount which, in the determination of Consolidated Net
Income for such period, has been deducted for (A) Consolidated Interest Expense,
(B) total federal, state, local and foreign income, value added and similar
taxes, (C) depreciation, amortization expense and (D) certain one-time
professional and legal fees and non-cash items incurred during such
period, as set forth on Schedule 1.1-4, plus (iii) the Initial MediGene
Payment to the extent classified as an expense in accordance with GAAP,
minus (iv) any non-cash reduction in any reserve account of a Credit
Party during such period, all as determined in accordance with GAAP. 







        2.3
Amendment to Section 1.1. The definition of “Current Filer” in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:  



	  	        “Current
Filer” shall mean the Borrower has filed all required financial statements on
Form 10-Q and Form 10-K with the SEC (including, without limitation, the
Borrower’s annual financial statements on Form 10-K for its fiscal year ended
December 31, 2005 and the Borrower’s quarterly financial statements on Form 10-Q
for its fiscal quarter ended March 31, 2006). 







        2.4
Amendment to Section 1.1. Clause (vii) in the definition of “Permitted Investments” in
Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:  



	  	        (vii)
Investments existing as of the Second Amendment Effective Date, as set forth on
Schedule 1.1-2 and any refinancing or replacement of any such Investment in a
principal or initial amount not to exceed the principal or outstanding amount of
such Investment (plus accrued interest thereon) at the time of such refinancing
or replacement; provided that such refinancing or replacement Investment
shall (A) have substantially the same tenor and be substantially the
same type of Investment as the Investment refinanced or replaced or
other Permitted Investment and (B) have the same or higher rating or
credit quality as the Investment refinanced or replaced or other
Permitted Investment; 







        2.5
Amendment to Section 5.1(a). Section 5.1(a) is hereby amended and restated in
its entirety to read as follows:  



	  	        (a)
Annual Financial Statements. Subject to the terms of Section 5.14(a), as soon as
available, and in any event no later than the earlier of (i) the date the
Borrower is required by the SEC to deliver its Form 10-K for any fiscal year of
the Borrower and (ii) ninety (90) days after the end of each fiscal year of the
Borrower (provided that such financial statements for the fiscal year ended
December 31, 2005 shall be delivered, and 









 
	 	
3	 














	  	the
corresponding Form 10-K shall be filed with the SEC, no later than May 31,
2006), a copy of the consolidated and consolidating balance sheet of the
Borrower and its consolidated Subsidiaries as at the end of such fiscal year and
the related consolidated and consolidating statements of income and
retained earnings and of cash flows of the Borrower and its
consolidated Subsidiaries for such year, audited (with respect to the
consolidated statements only) by a firm of independent certified public
accountants of nationally recognized standing reasonably acceptable to
the Administrative Agent, in each case setting forth in comparative
form consolidated and consolidating figures for the preceding fiscal
year, reported on without a “going concern” or like qualification or
exception, or qualification indicating that the scope of the audit was
inadequate to permit such independent certified public accountants to
certify such financial statements without such qualification; 







        2.6
Amendment to Section 5.1(b). Section 5.1(b) is hereby amended and restated in
its entirety to read as follows:  



	  	        (b)
Quarterly Financial Statements. As soon as available, and in any event no later
than the earlier of (i) the date the Borrower is required by the SEC to deliver
its Form 10-Q for each of the first three fiscal quarters of the Borrower and
(ii) forty-five (45) days after the end of each of the first three fiscal
quarters of the Borrower, a company-prepared consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at the end of such period and
related company-prepared consolidated statements of income and retained
earnings and cash flows for the Borrower and its consolidated
Subsidiaries for such quarterly period and for the portion of the
fiscal year ending with such period, in each case setting forth in
comparative form consolidated figures for the corresponding period or
periods of the preceding fiscal year (subject to normal recurring
year-end audit adjustments) and including management discussion and
analysis of operating results inclusive of operating metrics in
comparative form and a summary of accounts receivable and accounts
payable aging reports in form satisfactory to the Lenders; provided
that (i) once the Borrower is a Current Filer, the Borrower shall
complete all Compliance Certificates based on financial information set
forth in the Borrower’s quarterly and annual financial statements on
Form 10-Q and Form 10-K as filed with the SEC and (ii) with respect to
the fiscal quarter ended March 31, 2006, the Borrower shall deliver
such quarterly financial statements on or before June 30, 2006; 







        2.7
Amendment to Section 5.1(d). Section 5.1(d) is hereby amended and restated in
its entirety to read as follows:  



	  	        (d)
Annual Budget Plan. As soon as available, but in any event within forty-five
days (45) after the end of each fiscal year (provided that such annual budget
for the fiscal year ending December 31, 2006 shall be delivered no later than
June 30, 2006), a copy of the detailed annual budget or plan including cash flow
projections of the Borrower for the next fiscal year on a quarterly basis, in
form and detail reasonably acceptable to the Administrative Agent and the
Required Lenders, together with a 












 
	 	
4	 


















	  	        summary
of the material assumptions made in the preparation of such annual budget or
plan; 







        2.8
Amendment to Section 5.9(c). Section 5.9(c) is hereby amended and restated in
its entirety to read as follows:  



	  	        (c)
Minimum Cash Balance. The Borrower shall have not less than (a) until the
Borrower becomes a Current Filer, $45,000,000 and (b) once the Borrower becomes
a Current Filer, $25,000,000, in each case of unrestricted cash, Cash
Equivalents and, to the extent they are not classified as Cash Equivalents,
Investments permitted by clause (vii) of the definition of “Permitted
Investments” in an account(s) at Wachovia Bank, National Association and/or in
which the Administrative Agent has a perfected security interest under the UCC
(the “Controlled Accounts”). Until the Borrower (i) is a Current Filer and (ii)
upon becoming a Current Filer, has demonstrated compliance with each of the
financial covenants set forth in this Section 5.9, the Borrower agrees
that, regardless of whether a Default or Event of Default has occurred
and is continuing, the Administrative Agent will exercise exclusive
control over the Controlled Accounts and any withdrawal from the
Controlled Accounts will be subject to the Administrative Agent’s
consent. 







        2.9
Amendment to Section 5.14(b). Section 5.14(b) is hereby amended and restated in
its entirety to read as follows:  



	  	        (b)
The Borrower shall be a Current Filer by June 30, 2006. 







        2.10
Amendment to Schedule 1.1-2. Schedule 1.1-2 to the Credit Agreement is hereby amended and
restated in its entirety to read as Schedule 1.1-2 attached hereto.  



SECTION 3

CONDITIONS TO EFFECTIVENESS  



        3.1
Conditions to Effectiveness. This Amendment shall be and become effective as of the date
first above written upon satisfaction of the following conditions (in form and substance
reasonably acceptable to the Administrative Agent):  



	  	        (a)
Executed Amendment. Receipt by the Administrative Agent of a copy of this
Amendment duly executed by each of the Credit Parties and the Administrative
Agent, on behalf of the Required Lenders. 







	  	        (b)
Executed Consents. Receipt by the Administrative Agent of executed consents from
the Required Lenders (each a “Lender Consent”) authorizing the Administrative
Agent to enter into this Amendment on their behalf. 









 
	 	
5	 















	  	        (c)
Miscellaneous. All other documents and legal matters in connection with the
transactions contemplated by this Amendment shall be reasonably satisfactory in
form and substance to the Administrative Agent and its counsel. 






SECTION 4

MISCELLANEOUS  



        4.1
Representations and Warranties. Each of the Credit Parties represents and
warrants as follows as of the date hereof, after giving effect to this Amendment:  



	  	        (a)
It has taken all necessary action to authorize the          execution, delivery and
performance of this Amendment. 







	  	        (b)
This Amendment has been duly executed and delivered by          such Person and
constitutes such Person’s valid and legally binding          obligations, enforceable in
accordance with its terms, except as such          enforceability may be subject to (i)
bankruptcy, insolvency,          reorganization, fraudulent conveyance or transfer,
moratorium or          similar laws affecting creditors’ rights generally and (ii)
general          principles of equity (regardless of whether such enforceability is
         considered in a proceeding at law or in equity). 







	  	        (c)
No consent, approval, authorization or order of, or          filing, registration or
qualification with, any Governmental Authority          or third party is required in
connection with the execution, delivery          or performance by such Person of this
Amendment. 







	  	        (d)
The representations and warranties set forth in Article          III of the Credit
Agreement are true and correct as of the date hereof          (except for those which
expressly relate to an earlier date). 







	  	        (e)
After giving effect to this Amendment, no event has          occurred and is continuing
which constitutes a Default or an Event of          Default. 







	  	        (f)
The Security Documents continue to create a valid security          interest in, and Lien
upon, the Collateral, in favor of the          Administrative Agent, for the benefit of
the Lenders, which security          interests and Liens are perfected in accordance with
the terms of the          Security Documents and prior to all Liens other than Permitted
Liens. 







	  	        (g)
The Credit Party Obligations are not reduced or modified          by this Amendment and
are not subject to any offsets, defenses or          counterclaims. 







        4.2
Instrument Pursuant to Credit Agreement. This Amendment is a Credit Document
executed pursuant to the Credit Agreement and shall be construed, administered and
applied in accordance with the terms and provisions of the Credit Agreement.  





 
	 	
6	 














        4.3
Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Credit
Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit
Agreement applicable to it and (b) that it is responsible for the observance and full
performance of its respective Credit Party Obligations.  



        4.4
Survival. Except as expressly modified and amended in this Amendment, all of the terms
and provisions and conditions of each of the Credit Documents shall remain unchanged.  



        4.5
Expenses. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this
Amendment, including without limitation the reasonable expenses of the Administrative
Agent’s legal counsel.  



        4.6
Further Assurances. The Credit Parties agree to promptly take such action, upon the
request of the Administrative Agent, as is necessary to carry out the intent of this
Amendment.  



        4.7
Entirety. This Amendment and the other Credit Documents embody the entire agreement among
the parties hereto and supersede all prior agreements and understandings, oral or
written, if any, relating to the subject matter hereof.  



        4.8
Counterparts/Telecopy. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be an original, but all of which shall
constitute one and the same instrument. Delivery of executed counterparts of this
Amendment by telecopy shall be effective as an original and shall constitute a
representation that an original shall be delivered.  



        4.9
No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby
acknowledges and confirms that it has no knowledge of any actions, causes of action,
claims, demands, damages and liabilities of whatever kind or nature, in law or in equity,
against the Administrative Agent, the Lenders, or the Administrative Agent’s or the
Lenders’ respective officers, employees, representatives, agents, counsel or directors
arising from any action by such Persons, or failure of such Persons to act under this
Credit Agreement on or prior to the date hereof.  



        4.10
Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).  



        4.11
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of
the Credit Parties, the Administrative Agent, the Lenders and their respective successors
and assigns.  





 
	 	
7	 














        4.12
General Release. In consideration of the Administrative Agent entering into this
Amendment, each Credit Party hereby releases the Administrative Agent, the Lenders, and
the Administrative Agent’s and the Lenders’ respective officers, employees,
representatives, agents, counsel and directors from any and all actions, causes of
action, claims, demands, damages and liabilities of whatever kind or nature, in law or in
equity, now known or unknown, suspected or unsuspected to the extent that any of the
foregoing arises from any action or failure to act under the Credit Agreement on or prior
to the date hereof, except, with respect to any such person being released hereby, any
actions, causes of action, claims, demands, damages and liabilities arising out of such
person’s gross negligence, bad faith or willful misconduct.  



        4.13
Consent to Jurisdiction; Service of Process; Arbitration; Waiver of Jury Trial; Waiver of
Consequential Damages. The jurisdiction, service of process and waiver of jury trial
provisions set forth in Sections 9.14, 9.15 and 9.17 of the Credit Agreement are hereby
incorporated by reference, mutatis mutandis.  



[Signature Pages to
Follow]  






 
	 	
8	 













BRADLEY
PHARMACEUTICALS, INC. 
SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT AND WAIVER  



        IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to
be duly executed and delivered as of the date first above written.  



	BORROWER:	   	BRADLEY PHARMACEUTICALS, INC.,  

      a Delaware corporation
	 	 	 
	 	 	By: /s/ Daniel Glassman
	 	 	
      

    
	 	 	Name:
                                             Daniel Glassman

      Title: President & CEO
	 	 	 
	GUARANTORS:	 	DOAK DERMATOLOGICS, INC.,  

      a New York corporation
	 	 	 
	 	 	By: /s/ Daniel Glassman
	 	 	
      

    
	 	 	Name:
                                             Daniel Glassman

      Title: President & CEO
	 	 	 
	 	 	BIOGLAN PHARMACEUTICALS CORP., 

       a
Delaware corporation
	 	 	 
	 	 	By: /s/ Daniel Glassman
	 	 	
      

    
	 	 	Name:
                                             Daniel Glassman

      Title: President & CEO






 
	 	
	 
















	ADMINISTRATIVE AGENT:      	   	
      WACHOVIA
BANK, NATIONAL ASSOCIATION,  

        as Administrative Agent on behalf of the Lenders and as a 

Lender 

      

	 	 	 
	 	 	By: /s/ Scott Santa Cruz
	 	 	
      

    
	 	 	Name:
                                             Scott Santa Cruz

      Title: Director









 
	 	
	 















  Schedule 1.1-2

                               

  Permitted Investments


  



    	
          Investment
  Schedule- April
   30, 2006

        	
           

        	
           

        	
           

        
	
           

        	
           

        	
           

        	
          Investment 

        	
           

        
	
          UBS
  Pain Webber Investment 

        	
           Current Value 

        	
          Grading

        	
          Type

        	
          Reset Days

        
	
          NJ Eco.
  Dev. Auth

        	
                       2,000,000 

        	
          AAA

        	
          MUNI Bond

        	
          35

        
	
          NJ ST
  TPK AUTH

        	
                       2,000,000 

        	
           AAA 

        	
          MUNI Bond

        	
          35

        
	 	 	 	 	 
	
           Sanford
  Bernstein & Co ., LLP Holdings 

        	
           

        	
           

        	
           

        	
           

        
	
          SC ST
  SCH FACS

        	
                         711,676 

        	
           AAA 

        	
          MUNI Bond

        	
          510

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                       9,721,981 

        	
           AAA 

        	
           

        	
           

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                           19,290 

        	
           AAA 

        	
           

        	
           

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                                876 

        	
           AAA 

        	
           

        	
           

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                           21,054 

        	
           AAA 

        	
           

        	
           

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                           22,208 

        	
           AAA 

        	
           

        	
           

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                           24,660 

        	
           AAA 

        	
           

        	
           

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                       8,208,095 

        	
           AAA 

        	
           

        	
           

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                           28,978 

        	
           AAA 

        	
           

        	
           

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                           45,903 

        	
           AAA 

        	
           

        	
           

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                           41,437 

        	
           AAA 

        	
           

        	
           

        
	
          MUNICIPAL
  OBLIGATION FUND

        	
                                931 

        	
           AAA 

        	
           

        	
           

        
	 	 	 	 	 
	
          RBC
  Capital

        	
           

        	
           

        	
           

        	
           

        
	
          Alaska Stdnt LN AC7 

        	
          
  1,000,000 

        	
           AAA 

        	
          Muni Bond

        	
          35

        
	
          Idaho Student Ln AA3

        	
          
  1,000,000 

        	
           AAA 

        	
          Muni Bond

        	
          35

        
	
          Oklahoma
    ST STDNT LN

        	
          
  1,000,000 

        	
           AAA 

        	
          Muni Bond

        	
          35

        
	
          Tennessee Ed Ln BK8

        	
          
  1,000,000 

        	
           AAA 

        	
          Muni Bond

        	
          35

        
	
          Vermont
  ST Stdnt Assist Corp EX8

        	
          
  1,000,000 

        	
           AAA 

        	
          Muni Bond

        	
          35

        
	
          Wyoming Student Ln BJ6

        	
          
  1,000,000 

        	
           AAA 

        	
          Muni Bond

        	
          35

        
	 	 	 	 	 
	
          Smith
  Barney Citigroup

        	
           

        	
           

        	
           

        	
           

        
	
          DELAWARE MINNESOTA MUNI

        	
                         450,000 

        	
           AAA 

        	
          Muni. Bond

        	
          25

        
	
          SCUDDER
  MUN INCOME TR

        	
                         615,000 

        	
           AAA 

        	
          Muni. Bond

        	
          28

        
	
          VAN
  KQAMPEN MERRITT TR

        	
                       3,475,000 

        	
           AAA 

        	
          Muni. Bond

        	
          12

        
	
          WAKE CO
  N.C. PCF AU REVREF

        	
                         800,000 

        	
           AAA 

        	
          Muni. Bond

        	
          35

        
	
          BURLINGTON KANS ENV IMPT

        	
                         600,000 

        	
           AAA 

        	
          Muni. Bond

        	
          35

        
	
          NJ
  HSG&MTG FIN AGY

        	
                       1,000,000 

        	
           AAA 

        	
          Muni. Bond

        	
          35

        
	
          DTD

        	
                       2,000,000 

        	
           AA2 

        	
          Muni. Bond

        	
          35

        
	
          MASS
  H&E FACS AU REV

        	
                       3,000,000 

        	
           AAA 

        	
          Muni. Bond

        	
          35

        
	
          SC
  TSPTN INFRASTR

        	
                       1,000,000 

        	
           AAA 

        	
          Muni. Bond

        	
          36

        
	
          NJ HGHR
  ED STDNT ASSIST

        	
                       1,000,000 

        	
           AAA 

        	
          Muni. Bond

        	
          30

        
	
          NJ HGHR
  ED STDNT ASSIST

        	
                         100,000 

        	
           AAA 

        	
          Muni. Bond

        	
          30

        
	
          JACKSONVILLE FLA TAPTN

        	
                         700,000 

        	
           AAA 

        	
          Muni. Bond

        	
          35

        
	
          DTD

        	
                         200,000 

        	
           AAA 

        	
          Muni. Bond

        	
          35

        
	
          NJ HGHR
  ED STDNT ASSIST

        	
                         500,000 

        	
           AAA 

        	
          Muni. Bond

        	
          35

        
	
          Student
  LN FDG Corp CINC Ohio

        	
                       1,000,000 

        	
           AAA 

        	
          Muni. Bond

        	
          35