Exhibit 10.1


 


AMENDMENT NO. 6 TO THE
CREDIT AGREEMENT


 


AMENDMENT
NO. 6 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of April 23,
2004, among Financial Security Assurance Inc. (“FSA”), the additional
borrowers party hereto (together with FSA, the “Borrowers”), various
banks (the “Banks”), US 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 ABN AMRO
Bank N.V. (the “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 23, 2004, the Exiting Bank shall have no further obligations under, or be
a Bank for purposes of, the Credit Agreement. 
The Exiting Bank shall, however, be entitled to receive its Commitment
Commission to, but excluding, April 23, 2004, 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.   Amendments
to the Credit Agreement.  (a) 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 22, 2005 (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.


 

















 


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


 


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


 


4.   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.


 


5.   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.


 


6.   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.


 


7.   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 E. Stern

  
	
   

  	
   

  	
  Name:  Bruce
  E. Stern

  
	
   

  	
   

  	
  Title:   
  Managing Director and General Counsel

  



 


2

















 


	
   

  	
  FSA INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Bruce E. Stern

  
	
   

  	
   

  	
  Name:  Bruce
  E. Stern

  
	
   

  	
   

  	
  Title:   
  Managing Director and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FINANCIAL
  SECURITY ASSURANCE 

  (U.K.) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Bruce E. Stern

  
	
   

  	
   

  	
  Name:  Bruce
  E. Stern

  
	
   

  	
   

  	
  Title:   
  Senior Manager and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  individually and as
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Evan Glass

  
	
   

  	
   

  	
  Name:  Evan
  Glass

  
	
   

  	
   

  	
  Title:   
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Patrick McGraw

  
	
   

  	
   

  	
  Name: 
  Patrick McGraw

  
	
   

  	
   

  	
  Title:   
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KBC BANK N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Robert Snauffer

  
	
   

  	
   

  	
  Name:  Robert
  Snauffer

  
	
   

  	
   

  	
  Title:   
  First Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Dennis A. Graham

  
	
   

  	
   

  	
  Name:  Dennis
  A. Graham

  
	
   

  	
   

  	
  Title:   
  First Vice President

  



 


3

















 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Mary K. Young

  
	
   

  	
   

  	
  Name:  Mary
  K. Young

  
	
   

  	
   

  	
  Title:   
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORDDEUTSCHE
  LANDESBANK 

  GIROZENTRALE, NEW YORK AND/OR

  CAYMAN ISLANDS BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Stephanie Finnen

  
	
   

  	
   

  	
  Name: 
  Stephanie Finnen

  
	
   

  	
   

  	
  Title:   
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Stephen K. Hunter

  
	
   

  	
   

  	
  Name: 
  Stephen K. Hunter

  
	
   

  	
   

  	
  Title:   
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Todd S. Meller

  
	
   

  	
   

  	
  Name:  Todd
  S. Meller

  
	
   

  	
   

  	
  Title:   
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTLB AG, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Lillian Tung Lum

  
	
   

  	
   

  	
  Name: 
  Lillian Tung Lum

  
	
   

  	
   

  	
  Title:   
  Executive Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ David Sellers

  
	
   

  	
   

  	
  Name:  David
  Sellers

  
	
   

  	
   

  	
  Title:   
  Executive Director

  
	
   

  	
   

  



 


4

















 


EXHIBIT A


 


SCHEDULE II


 


SCHEDULE OF COMMITMENTS


 


	
  Bank

  	
   

  	
  Commitment

  
	
   

  	
   

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  24,000,000

  
	
   

  	
   

  	
   

  
	
  KBC Bank N.V.

  	
   

  	
  22,500,000

  
	
   

  	
   

  	
   

  
	
  KeyBank National Association

  	
   

  	
  22,500,000

  
	
   

  	
   

  	
   

  
	
  WestLB AG, New York Branch

  	
   

  	
  22,500,000

  
	
   

  	
   

  	
   

  
	
  US Bank, N.A.

  	
   

  	
  22,500,000

  
	
   

  	
   

  	
   

  
	
  The Bank of Nova Scotia

  	
   

  	
  18,000,000

  
	
   

  	
   

  	
   

  
	
  Norddeutsche Landesbank Girozentrale, New York
  and/or Cayman Islands Branch

  	
   

  	
  18,000,000

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WestLB AG, New
  York Branch

  	
   

  	
  1211 Avenue of the Americas

  New York, NY  10036

  	
   

  	
  1211 Avenue of the Americas

  New York, NY  10036

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Bank of Nova
  Scotia

  	
   

  	
  One Liberty Plaza

  New York, NY  10006

  	
   

  	
  One Liberty Plaza

  New York, NY  10006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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