Exhibit
10.2


 


FIFTH AMENDMENT TO SECOND
AMENDED AND

RESTATED CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (the
“Fifth Amendment”) dated as of the 30th day of April, 2004
is entered into among FINANCIAL SECURITY ASSURANCE INC. (“FSA”)
and FSA
INSURANCE COMPANY (“FSAIC”) (each a “Borrower” and collectively, the
“Borrowers”), the BANKS party
hereto and
BAYERISCHE LANDESBANK (formerly known as Bayerische Landesbank
Girozentrale), acting through its New York Branch, in its capacity as
Agent pursuant to Article XI of the Second Amended and Restated Credit
Agreement (as hereinafter defined).


 


W I T N E S S E T
H :


 


WHEREAS,
Bayerische Landesbank Girozentrale (now known as Bayerische Landesbank), in its
capacity as Bank and as Agent, Financial Security Assurance Inc., Financial
Security Assurance of Maryland Inc. and Financial Security Assurance of
Oklahoma, Inc. have previously entered into that Credit Agreement dated as of
April 30, 1996 (the “1996 Credit Agreement”);


 


WHEREAS,
Bayerische Landesbank Girozentrale (now known as Bayerische Landesbank), in its
capacity as Bank and as Agent, Financial Security Assurance Inc., Financial
Security Assurance of Maryland Inc., Financial Security Assurance of Oklahoma,
Inc., Landesbank Hessen-Thüringen Girozentrale and Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch
(“RaboBank”) have entered into that First Amended and Restated Credit Agreement
dated as of April 30, 1997 (the “First Amended and Restated Credit
Agreement”), thereby amending and restating the 1996 Credit Agreement, and
that First Amendment to First Amended and Restated Credit Agreement dated as of
April 30, 1998 (the “First Amendment” which together with the First Amended
and Restated Credit Agreement is herein referred to as the “1997 Credit
Agreement”);


 


WHEREAS,
Bayerische Landesbank Girozentrale (now known as Bayerische Landesbank), acting
through its New York Branch acting in its capacity as Bank (“BLB”) and as
Agent (“Agent”), FSA and FSAIC, Landesbank Hessen-Thüringen Girozentrale,
acting through its New York Branch (“Helaba”), RaboBank, Westdeutsche
Landesbank Girozentrale (now known as WestLB AG), New York Branch
(“WestLB”), Deutsche Bank AG, New York Branch (“DB”), KBC Bank N.V.
(“KBC”), First Union National Bank of North Carolina (“First Union”) and
Norddeutsche Landesbank Girozentrale, New York Branch (“NordLB”) have
entered into that Second Amended and Restated Credit Agreement dated as of
April 30, 1999 (the “Second Amended and Restated Credit Agreement”),
thereby amending and restating the 1997 Credit Agreement;


 

















 


WHEREAS, FSA,
FSAIC, the Agent, BLB, RaboBank, Helaba, WestLB, DB, KBC, First Union and
NordLB entered into the First Amendment to Second Amended and Restated Credit
Agreement dated as of April 30, 2000 (the “First Amendment”);


 


WHEREAS, FSA,
FSAIC, the Agent, BLB, RaboBank, Helaba, WestLB, DB, KBC, First Union, NordLB,
Landesbank Baden-Württemberg, acting through its New York Branch (“LBBW”)
and The Bank of New York (“BNY”) entered into the Second Amendment to
Second Amended and Restated Credit Agreement dated as of April 30, 2001
(the “Second Amendment”) to further amend the Second Amended and Restated
Credit Agreement in order to terminate the commitment of First Union, to
establish commitments by LBBW and BNY, to adjust the commitments of RaboBank
and DB and to adjust the Contingent Commitments of the Part C Banks;


 


WHEREAS, FSA,
FSAIC, the Agent, BLB, RaboBank, Helaba, WestLB, DB, KBC, NordLB, LBBW and BNY
entered into the Third Amendment to Second Amended and Restated Credit
Agreement dated as of April 30, 2002 (the “Third Amendment”) to further
amend the Second Amended and Restated Credit Agreement in order to amend the
definition of Loss Threshold Amount and extend the Expiry Date;


 


WHEREAS, FSA,
FSAIC, the Agent, BLB, RaboBank, Helaba, WestLB, DB, KBC, NordLB, LBBW, BNY and
The Bank of Nova Scotia, New York Agency (“Scotia”) entered into the
Fourth Amendment to Second Amended and Restated Credit Agreement dated as of
April 30, 2003 (the “Fourth Amendment”) to further amend the Second
Amended and Restated Credit Agreement in order to amend the definition of Loss
Threshold Amount, to establish the commitment by Scotia, to adjust the
commitments of BLB, Helaba, RaboBank, Scotia, WestLB, NordLB and DB and extend
the Expiry Date; and


 


WHEREAS, the
parties hereto wish to further amend the Second Amended and Restated Credit
Agreement as provided herein.


 


NOW, THEREFORE, in
consideration of the foregoing and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree to
amend the Second Amended and Restated Credit Agreement as follows:


 


SECTION 1.         AMENDMENTS.


 


1.1.
        Termination of Commitments by
RaboBank and WestLB.  The Commitments of RaboBank and
WestLB under the Second Amended and Restated Credit Agreement are terminated as
of the date hereof and on such date RaboBank and WestLB shall cease to be a
Bank thereunder.  By executing this
Fifth Amendment, RaboBank and WestLB acknowledge that they have been paid all
amounts owed to them under the Second Amended and Restated Credit
Agreement.  The signature pages of
RaboBank and WestLB are deleted from the Second Amended and Restated Credit
Agreement.  On the date hereof, RaboBank
and WestLB shall each return to the Borrowers the Note made by the Borrowers in
favor of RaboBank and WestLB, respectively, pursuant to the Second Amended and
Restated Credit Agreement.


 


1.2.         Establishment
of Commitment by KeyBank National Association.  The
signature of KeyBank National Association (“KeyBank”) attached hereto is hereby
added to the


 


2

















 


Second Amended and Restated Credit Agreement following
the signature page thereto of Scotia. 
KeyBank hereby joins in the Second Amended and Restated Credit Agreement
(as heretofore amended by the First Amendment, Second Amendment, Third
Amendment and Fourth Amendment) as a Bank party thereto and shall be a Bank
(with all rights and obligations of a Bank) under the Second Amended and
Restated Credit Agreement (as heretofore amended by the First Amendment, Second
Amendment, Third Amendment and Fourth Amendment) with the Commitment reflected
in Schedule I thereto, as hereby amended.


 


1.3.         Amendments
to Commitments.  Schedule I to the Second Amended and
Restated Credit Agreement is hereby deleted and in place thereof
Schedule I hereto is inserted with the Commitments adjusted accordingly.  On the date hereof the Borrowers shall
execute and deliver Notes in the form of Exhibits A, B, C, D and E
hereto, to BLB, LBBW, DB, KeyBank and Helaba respectively, such Notes
constituting “Notes” under the Second Amended and Restated Credit
Agreement.  Simultaneously with such
delivery, BLB, LBBW, DB and Helaba shall return to the Borrowers the Notes
previously made by the Borrowers in their favor pursuant to the Second Amended
and Restated Credit Agreement.


 


1.4.         Amendment
to Definition of “Notice Office.”  The
definition of “Notice Office” contained in Section 1.01 of the Second
Amended and Restated Credit Agreement is hereby amended by deleting such
definition in its entirety and inserting in its place the following:


 


“Notice
Office” shall mean the office of the Agent located at
560 Lexington Avenue, New York, New York 10022, Attention:
Mr. Joseph C. Campagna, Telephone No. (212) 310-9943, Facsimile
No. (212) 230-9114, or such other office as the Agent may hereafter
designate in writing as such to the Borrowers.


 


1.5          Amendment
to Section 2.01(b).  Section 2.01(b) of the Second Amended
and Restated Credit Agreement is hereby amended by deleting the same in its
entirety and inserting in place thereof the following:


 


(b)           In the event that (i) the
Borrowers request a Borrowing under Section 2.01(a) and (ii) any Part B
Bank shall fail to make on the date specified in the Notice of Borrowing for
such requested Borrowing any Loan or any portion of a Loan required to be made
by such Bank under Section 2.01(a) hereof representing such Bank’s
pro rata portion (determined as described in Section 2.01(a)(i) and (ii)) of the
amount of such requested Borrowing, then each Part C Bank severally agrees
to make a Loan to the Borrowers on such date in an amount equal to the
following:


 


(x) If the
Defaulting Bank is The Bank of Nova Scotia, New York Agency, Landesbank
Baden-Württemberg, New York Branch, as a Part C Bank, shall make a
Loan to the Borrowers in an amount equal to the lesser of (A) its
Part C Bank Unutilized Contingent Commitment and (B) the amount of
such Defaulted Loan, and Bayerische Landesbank, New York Branch, shall
have no obligation to make a Loan as a Part C Bank with respect to the
Defaulted Loan of such Defaulting Bank.


 


3

















 


(y) If the
Defaulting Bank is any one or more Part B Banks other than The Bank of
Nova Scotia, New York Agency, Bayerische Landesbank, New York Branch,
as a Part C Bank, shall make a Loan to the Borrowers in an amount equal to
the lesser of (A) its Part C Bank Unutilized Contingent Commitment and
(B) the amount of each such Defaulted Loan, and Landesbank
Baden-Württemberg, New York Branch, shall have no obligation to make a
Loan as a Part C Bank with respect to the Defaulted Loan of any such
Defaulting Bank.


 


1.6          Amendment
to Section 2.04(b)(i).  Section 2.04(b)(i) of the Second Amended and Restated Credit
Agreement is hereby amended by deleting Section 2.04(b)(i) in its entirety
and inserting in its place the following:


 


“(i) each
Part C Bank will (subject to Section 2.01(b)) make available at the
Payment Office of the Agent its pro rata portion (which amount shall be
determined for each Part C Bank and the Defaulting Bank in question in the
manner provided in Section 2.01(b)) of such Part B Bank’s Defaulted
Loan, in Dollars and in immediately available funds and”


 


1.7.         Amendment
to Section 4.03.  Section 4.03 of the Second Amended and
Restated Credit Agreement is hereby amended by deleting the second sentence
therein in its entirety and inserting in its place the following:


 


“Amounts payable
to the Agent hereunder shall be transferred to the Agent’s account at:  Wachovia Bank, National Association,
ABA #:  026-005-092, Account: 
Bayerische Landesbank, New York Branch,
Account #:  200-1935-3009-0, Reference:  FSA Line of
Credit, (or to such other account of the Agent as the Agent may specify by
written notice to the Borrowers) not later than 12:00 noon, New York,
New York time, on the date payment is due.”


 


SECTION 2.         EXTENSION
OF EXPIRY DATE.


 


By executing this
Fifth Amendment each Bank agrees to extend the Expiry Date to April 30,
2011 and the Expiry Date is hereby so extended.


 


SECTION 3.         FULL
FORCE AND EFFECT.


 


The Second Amended and
Restated Credit Agreement, as heretofore amended, is hereby amended to the
extent provided in this Fifth Amendment and, except as specifically provided
herein, the Second Amended and Restated Credit Agreement, as heretofore amended
in accordance with its terms (as amended hereby), shall remain in full force
and effect in accordance with its terms.


 


SECTION 4.         DEFINITIONS.


 


All capitalized terms
used in this Fifth Amendment and not otherwise defined shall have the meanings
set forth in the Second Amended and Restated Credit Agreement, as amended.


 


4

















 


SECTION 5.         GOVERNING
LAW; SUBMISSION TO JURISDICTION; VENUE.


 


(a)           This Fifth Amendment and the other
Credit Documents and the rights and obligations of the parties hereunder and
thereunder shall be construed in accordance with and be governed by the law of
the State of New York.  Any legal
action or proceeding against any Borrower with respect to this Fifth Amendment
or any other Credit Document may be brought in the courts of the State of
New York or of the United States for the Southern District of
New York, and, by execution and delivery of this Fifth Amendment, any
Borrower hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts.  The Borrowers irrevocably consent to the
service of process out of any of the aforementioned courts in any such action
or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the Borrowers at their addresses set forth opposite its
signature below, such service to become effective 30 days after such
mailing.  Except as otherwise provided
in Section 4.05 of the Second Amended and Restated Credit Agreement,
nothing herein shall affect the right of the Agent or any Bank under this Fifth
Amendment to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against any Borrower in any other
jurisdiction.


 


(b)           Each Borrower hereby irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any of the aforesaid actions or proceedings arising out of or in connection
with this Fifth Amendment or any other Credit Document brought in the courts
referred to in clause (a) above and hereby further irrevocably waives and
agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.


 


SECTION 6.         HEADINGS.


 


Section headings in this
Fifth Amendment are included herein for convenience of reference only and shall
not have any effect for purposes of interpretation or construction of the terms
of this Fifth Amendment.


 


SECTION 7.         COUNTERPARTS.


 


This Fifth Amendment may
be signed in any number of counterpart copies, but all such copies shall
constitute one and the same instrument.


 


SECTION 8.         REPRESENTATIONS.


 


Each party hereto hereby
represents and warrants to the other that this Fifth Amendment has been duly
authorized and validly executed by it and that the Second Amended and Restated
Credit Agreement as heretofore amended and as hereby amended constitutes its
valid obligation enforceable in accordance with its terms.


 


SECTION 9.         CONDITIONS
PRECEDENT.


 


As conditions precedent
to the effectiveness of this Fifth Amendment, the Borrowers shall:


 


5

















 


(a)           pay an upfront fee in the amount of
$31,562.50, for distribution by the Agent to the following Banks in the amounts
set forth opposite the names of such Bank:


 




	
  BANK

  	
   

  	
  UPFRONT
  FEE

  	
   

  
	
  BLB

  	
   

  	
  $

  	
  14,062.50

  	
   

  
	
  LBBW

  	
   

  	
  $

  	
  7,500.00

  	
   

  
	
  KeyBank

  	
   

  	
  $

  	
  6,250.00

  	
   

  
	
  Helaba

  	
   

  	
  $

  	
  3,750.00

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  31,562.50

  	
   

  






 


(b)           pay to RaboBank all amounts owed to
RaboBank under the Second Amended and Restated Credit Agreement (RaboBank
acknowledges the receipt of such amounts by the execution and delivery of its
signature page hereto);


 


(c)           pay to WestLB all amounts owed to
WestLB under the Second Amended and Restated Credit Agreement (WestLB
acknowledges the receipt of such amounts by the execution and delivery of its
signature page hereto);


 


(d)           execute and deliver to the Agent the
Notes referred to herein in Section 1.3 hereto; and


 


(e)           have provided to the Agent such other
documents, certificates and opinions as the Agent may reasonably request,
including, without limitation, opinions of counsel to the Borrowers (the
receipt of such other documents, opinions and certificates, if any, is
acknowledged by the Agent’s execution and delivery of its signature page
hereto).


 


SECTION 10.  FEES
AND EXPENSES.


 


The Borrowers shall pay to the Agent the fees and expenses
of counsel to the Agent incurred in connection with this Fifth Amendment
promptly upon receipt of an invoice for such fees and expenses.


 


 


[Remainder of Page Left Intentionally Blank]


 


6

















 


IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment
to be duly executed and delivered as of the date and year first written above.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  FINANCIAL
  SECURITY ASSURANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edsel C. Langley, Jr.

  
	
   

  	
  Name

  	
  Edsel C. Langley, Jr.

  
	
   

  	
  Title

  	
        Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FSA INSURANCE
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edsel C. Langely, Jr.

  
	
   

  	
  Name

  	
  Edsel C. Langley, Jr.

  
	
   

  	
  Title

  	
        Treasurer

  
								



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  AGENT:

  
	
   

  	
   

  
	
  Notice Address:

  	
  BAYERISCHE
  LANDESBANK, Acting

  
	
   

  	
  Through Its
  New York Branch

  
	
  Bayerische
  Landesbank

  	
   

  
	
  New York
  Branch

  	
   

  
	
  560 Lexington
  Avenue

  	
  By

  	
     /s/

  	
  Robert J. Albano

  
	
  New York,
  NY  10022

  	
  Name

  	
   

  	
  Robert J. Albano

  
	
  Attention:

  	
  Mr. Joseph C.
  Campagna

  	
  Title

  	
   

  	
  Vice President

  
	
   

  	
  Vice President
  and Manager

  	
   

  
	
   

  	
  Public Finance

  	
   

  
	
  Telephone:

  	
  (212) 310-9943

  	
  By

  	
     /s/ 

  	
  Richard Jackson,
  Jr.

  
	
  Facsimile:

  	
  (212) 230-9114

  	
  Name

  	
   

  	
  Richard Jackson,
  Jr.

  
	
   

  	
  Title

  	
   

  	
  Second Vice
  President

  
									



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  BANKS:

  
	
   

  	
   

  
	
  Notice Address:

  	
  BAYERISCHE
  LANDESBANK, Acting

  
	
   

  	
  Through Its
  New York Branch

  
	
  Bayerische
  Landesbank

  	
   

  
	
  New York
  Branch

  	
   

  
	
  560 Lexington
  Avenue

  	
  By

  	
     /s/

  	
  Robert J. Albano

  
	
  New York,
  NY  10022

  	
  Name

  	
   

  	
  Robert J. Albano

  
	
  Attention:

  	
  Mr. Joseph C.
  Campagna

  	
  Title

  	
   

  	
  Vice President

  
	
   

  	
  Vice President
  and Manager

  	
   

  
	
   

  	
  Public Finance

  	
   

  
	
  Telephone:

  	
  (212) 310-9943

  	
  By

  	
     /s/

  	
  Richard Jackson,
  Jr.

  
	
  Facsimile:

  	
  (212) 230-9114

  	
  Name

  	
   

  	
  Richard Jackson,
  Jr.

  
	
   

  	
  Title

  	
   

  	
  Second Vice
  President

  
	
   

  	
   

  
	
  Wire Transfer
  Instructions:

  	
   

  
	
   

  	
   

  
	
  Wachovia Bank,
  National Association

  	
   

  
	
  ABA#:  026-005-092

  	
   

  
	
  Acct. Name:

  	
  Bayerische
  Landesbank,

  	
   

  
	
   

  	
  New York
  Branch

  	
   

  
	
  Account #:

  	
  200-1935-3009-0

  	
   

  
	
  Reference:

  	
  FSA Line of
  Credit

  	
   

  
									



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  LANDESBANK
  HESSEN-THÜRINGEN

  
	
   

  	
  GIROZENTRALE,
  Acting Through Its

  
	
   

  	
  New York
  Branch 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/

  	
  Patricia A.
  South

  
	
   

  	
  Name

  	
   

  	
  Patricia A.
  South

  
	
   

  	
  Title:

  	
   

  	
  Vice President
  Public Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/

  	
  Irina Rakhlis

  
	
   

  	
  Name

  	
   

  	
  Irina Rakhlis

  
	
   

  	
  Title

  	
   

  	
  Credit Analyst

  
									



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  DEUTSCHE
  BANK AG, New York Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/

  	
  Clinton M.
  Johnson

  
	
   

  	
  Name

  	
   

  	
  Clinton M.
  Johnson

  
	
   

  	
  Title

  	
   

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/

  	
  John G. Moran

  
	
   

  	
  Name

  	
   

  	
  John G. Moran

  
	
   

  	
  Title

  	
   

  	
  Director

  
								



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  COÖPERATIEVE CENTRALE

  	 

	
   

  	
  RAIFFEISEN-BOERENLEENBANK
  B.A.

  	 

	
   

  	
  “RABOBANK NEDERLAND”,
  New York

  	 

	
   

  	
  Branch

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By

  	
    /s/

  	
  Brett D. Delfino

  	 

	
   

  	
  Name

  	
   

  	
  Brett D. Delfino

  	 

	
   

  	
  Title

  	
   

  	
  Executive Director

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By

  	
    /s/

  	
  Jocelyne Lallemand

  
	
   

  	
  Name

  	
   

  	
  Jocelyne Lallemand

  	 

	
   

  	
  Title

  	
   

  	
  Vice President

  	 

									



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  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

  
								



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  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 Presiden

  
								



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  NORDDEUTSCHE LANDESBANK

  
	
   

  	
  GIROZENTRALE,
  New York Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/

  	
  Stephanie Finnen

  
	
   

  	
  Name

  	
   

  	
  Stephanie Finnen

  
	
   

  	
  Title

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/

  	
  Stephen K. Hunter

  
	
   

  	
  Name

  	
   

  	
  Stephen K. Hunter

  
	
   

  	
  Title

  	
   

  	
  Senior Vice President

  
								



 


 


[Signatures continued
on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  LANDESBANK
  BADEN-WÜRTTEMBERG,

  
	
   

  	
  Acting Through Its
  New York Branch

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/

  	
  Robert O’Brien

  
	
   

  	
  Name:

  	
   

  	
  Robert O’Brien

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/

  	
  Gary V. Valente

  
	
   

  	
  Name:

  	
   

  	
  Gary V. Valente

  
	
   

  	
  Title:

  	
   

  	
  Assistant Vice
  President

  
								



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/

  	
  Evan Glass

  
	
   

  	
  Name:

  	
   

  	
  Evan Glass

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
						



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
   

  	
  THE BANK OF NOVA
  SCOTIA, New York

  Agency

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/

  	
  Brian S. Allen

  
	
   

  	
  Name:

  	
   

  	
  Brian S. Allen

  
	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 


 


[Signatures
continued on following page]


 

















 


[Signature page to
Fifth Amendment]


 


	
  Notice Address:

  	
  KEYBANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
  KeyBank National
  Association

  	
  By

  	
  /s/

  	
  Mary K. Young

  
	
  127 Public
  Square, OH-01-27-0606

  	
  Name:

  	
  Mary K. Young

  
	
  Cleveland,
  OH  44114

  	
  Title:

  	
   

  	
  Vice President

  
	
  Attn:

  	
  Ms. Mary K. Young

  	
   

  
	
   

  	
  Vice President
  and Portfolio Manager

  	
   

  
	
  Telephone:

  	
  (216) 689-4443

  	
   

  
	
  Facsimile:

  	
  (216) 689-4981

  	
   

  
	
   

  	
   

  
	
  Wire Transfer
  Instructions:

  	
   

  
	
   

  	
   

  
	
  Bank Name:  KeyBank, National Association

  	
   

  
	
  ABA#:  041 001 039

  	
   

  
	
  Acct. Name:

  	
  Cleveland, OH

  	
   

  
	
  Account #:

  	
  1140228209035

  	
   

  
	
  Reference:

  	
  [PLEASE PROVIDE]

  	
   

  
								



 

















 


SCHEDULE
I


 


COMMITMENTS


 


PART A


 


	
  Name

  	
   

  	
  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bayerische Landesbank, New York Branch

  	
   

  	
  $

  	
  65,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Landesbank Hessen-Thüringen Girozentrale,
  New York Branch

  	
   

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank AG, New York Branch

  	
   

  	
  45,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  KBC Bank N.V.

  	
   

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Landesbank Baden-Württemberg, New York Branch

  	
   

  	
  40,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Bank of New York

  	
   

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Norddeutsche Landesbank Girozentrale, New York
  Branch

  	
   

  	
  35,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Bank of Nova Scotia, New York Agency

  	
   

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  KeyBank National Association

  	
   

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  325,000,000

  	
   

  



 


PART
B


 


Part B
Banks


 


Landesbank
Hessen-Thüringen Girozentrale, New York Branch


Deutsche Bank
AG, New York Branch


KBC Bank N.V.


The Bank of
New York


Norddeutsche
Landesbank Girozentrale, New York Branch


The Bank of Nova
Scotia, New York Agency


KeyBank National
Association


 


I-1

















 


PART C


 


Part C
Banks and Contingent Commitments


 


	
  Name

  	
   

  	
  Contingent
  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bayerische Landesbank, New York Branch

  	
   

  	
  $

  	
  70,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Landesbank Baden-Württemberg, New York Branch

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  80,000,000

  	
   

  



 


I-2

















 


EXHIBIT A


 


NOTE


 


	
  $135,000,000

  	
   

  	
  New York,
  New York

  
	
   

  	
   

  	
  April 30,
  2004

  



 


FOR VALUE
RECEIVED, FINANCIAL
SECURITY ASSURANCE INC. and FSA INSURANCE COMPANY (the
“Borrowers”) hereby jointly and severally promise to pay to the order of BAYERISCHE
LANDESBANK, (the “Bank”), in lawful money of the United States of
America in immediately available funds, at the office of Bayerische Landesbank,
acting through its New York Branch, as Agent, located at
560 Lexington Avenue, New York, New York 10022, on the Expiry
Date (as defined in the Agreement referred to below) the principal sum of
$65,000,000 constituting the Bank’s Commitment under the Agreement (defined
below) plus $70,000,000 constituting the Bank’s Contingent Commitment under the
Agreement or, if less, the then unpaid principal amount of all Loans (as
defined in the Agreement) made by the Bank pursuant to the Agreement.


 


The Borrowers,
jointly and severally, promise also to pay interest on the unpaid principal
amount hereof in like money at said office at the rates and at the times provided
in Section 2.06 of the Agreement.


 


This Note is one
of the Notes referred to in the Second Amended and Restated Credit Agreement,
dated as of April 30, 1999, among the Borrowers and the Banks from
time to time party thereto (including the Bank), and Bayerische Landesbank,
acting through its New York Branch, as Agent (as amended, modified and
supplemented from time to time, the “Agreement”), and is entitled to the
benefits thereof.  This Note is secured
by the Security Agreement (as defined in the Agreement).  As provided in the Agreement, this Note is
subject to voluntary prepayment and mandatory repayment prior to the Expiry
Date, in whole or in part.


 


In case an Event
of Default (as defined in the Agreement) shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Agreement.


 


Except as
otherwise provided in the Agreement, the Borrowers hereby waive presentment,
demand, protest or notice of any kind in connection with this Note.


 


The Bank is
authorized to record the date and amount of each Loan and each payment,
prepayment and conversion with respect thereto on the grid attached hereto or
on a continuation thereof which shall be attached hereto and made a part
hereof, and any such notation shall constitute prima facie evidence of the
accuracy of the information so recorded; provided that the failure to make any
such notations shall not affect the validity of the Borrowers’ obligations
hereunder.


 


THE PAYMENT
OBLIGATIONS OF THE BORROWERS UNDER THIS NOTE ARE LIMITED AS PROVIDED IN
SECTION 4.05 OF THE AGREEMENT.


 

















 


THIS
NOTE IS TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT.


 


THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


THIS NOTE HAS BEEN DULY EXECUTED
UNDER SEAL BY THE DULY AUTHORIZED REPRESENTATIVES OF THE BORROWERS AS OF THE
DATE FIRST WRITTEN ABOVE.


 


	
   

  	
  FINANCIAL
  SECURITY ASSURANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FSA INSURANCE
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
					



 


A-2

















 


GRID


 


	
  Date

  	
   

  	
  Amount

  of Loan

  	
   

  	
  Unpaid

  Principal

  Paid or

  Prepaid

  	
   

  	
  Principal

  Amount

  of Note

  	
   

  	
  Notation

  Made by

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-3

















 


EXHIBIT B


 


NOTE


 


	
  $50,000,000

  	
   

  	
  New York,
  New York

  
	
   

  	
   

  	
  April 30,
  2004

  



 


FOR VALUE
RECEIVED, FINANCIAL
SECURITY ASSURANCE INC. and FSA INSURANCE COMPANY (the “Borrowers”)
hereby jointly and severally promise to pay to the order of LANDESBANK
BADEN-WÜRTTEMBERG, acting through its New York Branch, (the
“Bank”), in lawful money of the United States of America in immediately
available funds, at the office of Bayerische Landesbank, acting through its
New York Branch, as Agent, located at 560 Lexington Avenue,
New York, New York 10022, on the Expiry Date (as defined in the
Agreement referred to below) the principal sum of $40,000,000 constituting the
Bank’s Commitment under the Agreement (defined below) plus $10,000,000
constituting the Bank’s Contingent Commitment under the Agreement or, if less,
the then unpaid principal amount of all Loans (as defined in the Agreement)
made by the Bank pursuant to the Agreement.


 


The Borrowers,
jointly and severally, promise also to pay interest on the unpaid principal
amount hereof in like money at said office at the rates and at the times
provided in Section 2.06 of the Agreement.


 


This Note is one
of the Notes referred to in the Second Amended and Restated Credit Agreement,
dated as of April 30, 1999, among the Borrowers and the Banks from
time to time party thereto (including the Bank), and Bayerische Landesbank,
acting through its New York Branch, as Agent (as amended, modified and
supplemented from time to time, the “Agreement”), and is entitled to the
benefits thereof.  This Note is secured
by the Security Agreement (as defined in the Agreement).  As provided in the Agreement, this Note is
subject to voluntary prepayment and mandatory repayment prior to the Expiry
Date, in whole or in part.


 


In case an Event
of Default (as defined in the Agreement) shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Agreement.


 


Except as
otherwise provided in the Agreement, the Borrowers hereby waive presentment,
demand, protest or notice of any kind in connection with this Note.


 


The Bank is
authorized to record the date and amount of each Loan and each payment,
prepayment and conversion with respect thereto on the grid attached hereto or
on a continuation thereof which shall be attached hereto and made a part
hereof, and any such notation shall constitute prima facie evidence of the
accuracy of the information so recorded; provided that the failure to make any
such notations shall not affect the validity of the Borrowers’ obligations
hereunder.


 


THE PAYMENT
OBLIGATIONS OF THE BORROWERS UNDER THIS NOTE ARE LIMITED AS PROVIDED IN
SECTION 4.05 OF THE AGREEMENT.


 

















 


THIS
NOTE IS TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT.


 


THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


THIS NOTE HAS BEEN DULY EXECUTED
UNDER SEAL BY THE DULY AUTHORIZED REPRESENTATIVES OF THE BORROWERS AS OF THE
DATE FIRST WRITTEN ABOVE.


 


	
   

  	
  FINANCIAL
  SECURITY ASSURANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By

  	
   

  
	 
	
   

  	
  Name

  	
   

  
	 
	
   

  	
  Title

  	
   

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  FSA INSURANCE
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By

  	
   

  
	 
	
   

  	
  Name

  	
   

  
	 
	
   

  	
  Title

  	
   

  
						



 


B-2

















 


GRID


 


	
  Date

  	
   

  	
  Amount

  of Loan

  	
   

  	
  Unpaid

  Principal

  Paid or

  Prepaid

  	
   

  	
  Principal

  Amount

  of Note

  	
   

  	
  Notation

  Made by

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-3

















 


EXHIBIT C


 


NOTE


 


	
  $45,000,000

  	
   

  	
  New York,
  New York

  
	
   

  	
   

  	
  April 30,
  2004

  



 


FOR VALUE
RECEIVED, FINANCIAL
SECURITY ASSURANCE INC. and FSA INSURANCE COMPANY (the “Borrowers”)
hereby jointly and severally promise to pay to the order of DEUTSCHE
BANK AG, New York Branch (the “Bank”), in lawful money of
the United States of America in immediately available funds, at the office of
Bayerische Landesbank, acting through its New York Branch, as Agent,
located at 560 Lexington Avenue, New York, New York 10022, on
the Expiry Date (as defined in the Agreement referred to below) the principal
sum of $45,000,000 constituting the Bank’s Commitment under the Agreement
(defined below) or, if less, the then unpaid principal amount of all Loans (as
defined in the Agreement) made by the Bank pursuant to the Agreement.


 


The Borrowers,
jointly and severally, promise also to pay interest on the unpaid principal
amount hereof in like money at said office at the rates and at the times
provided in Section 2.06 of the Agreement.


 


This Note is one
of the Notes referred to in the Second Amended and Restated Credit Agreement,
dated as of April 30, 1999, among the Borrowers and the Banks from
time to time party thereto (including the Bank), and Bayerische Landesbank,
acting through its New York Branch, as Agent (as amended, modified and
supplemented from time to time, the “Agreement”), and is entitled to the
benefits thereof.  This Note is secured
by the Security Agreement (as defined in the Agreement).  As provided in the Agreement, this Note is
subject to voluntary prepayment and mandatory repayment prior to the Expiry
Date, in whole or in part.


 


In case an Event
of Default (as defined in the Agreement) shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Agreement.


 


Except as
otherwise provided in the Agreement, the Borrowers hereby waive presentment,
demand, protest or notice of any kind in connection with this Note.


 


The Bank is
authorized to record the date and amount of each Loan and each payment,
prepayment and conversion with respect thereto on the grid attached hereto or
on a continuation thereof which shall be attached hereto and made a part
hereof, and any such notation shall constitute prima facie evidence of the accuracy
of the information so recorded; provided that the failure to make any such
notations shall not affect the validity of the Borrowers’ obligations
hereunder.


 


THE PAYMENT
OBLIGATIONS OF THE BORROWERS UNDER THIS NOTE ARE LIMITED AS PROVIDED IN
SECTION 4.05 OF THE AGREEMENT.


 

















 


THIS
NOTE IS TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT.


 


THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


THIS NOTE HAS BEEN DULY EXECUTED
UNDER SEAL BY THE DULY AUTHORIZED REPRESENTATIVES OF THE BORROWERS AS OF THE
DATE FIRST WRITTEN ABOVE.


 


	
   

  	
  FINANCIAL
  SECURITY ASSURANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By

  	
   

  
	 
	
   

  	
  Name

  	
   

  
	 
	
   

  	
  Title

  	
   

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  FSA INSURANCE
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By

  	
   

  
	 
	
   

  	
  Name

  	
   

  
	 
	
   

  	
  Title

  	
   

  
						



 


C-2

















 


GRID


 


	
  Date

  	
   

  	
  Amount

  of Loan

  	
   

  	
  Unpaid

  Principal

  Paid or

  Prepaid

  	
   

  	
  Principal

  Amount

  of Note

  	
   

  	
  Notation

  Made by

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-3

















 


EXHIBIT D


 


NOTE


 


	
  $25,000,000

  	
   

  	
  New York,
  New York

  
	
   

  	
   

  	
  April 30,
  2004

  



 


FOR VALUE
RECEIVED, FINANCIAL
SECURITY ASSURANCE INC. and FSA INSURANCE COMPANY (the “Borrowers”)
hereby jointly and severally promise to pay to the order of KEYBANK
NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United
States of America in immediately available funds, at the office of Bayerische
Landesbank, acting through its New York Branch, as Agent, located at
560 Lexington Avenue, New York, New York 10022, on the Expiry
Date (as defined in the Agreement referred to below) the principal sum of
$25,000,000 constituting the Bank’s Commitment under the Agreement (defined
below) or, if less, the then unpaid principal amount of all Loans (as defined
in the Agreement) made by the Bank pursuant to the Agreement.


 


The Borrowers,
jointly and severally, promise also to pay interest on the unpaid principal
amount hereof in like money at said office at the rates and at the times
provided in Section 2.06 of the Agreement.


 


This Note is one
of the Notes referred to in the Second Amended and Restated Credit Agreement,
dated as of April 30, 1999, among the Borrowers and the Banks from
time to time party thereto (including the Bank), and Bayerische Landesbank,
acting through its New York Branch, as Agent (as amended, modified and
supplemented from time to time, the “Agreement”), and is entitled to the
benefits thereof.  This Note is secured
by the Security Agreement (as defined in the Agreement).  As provided in the Agreement, this Note is
subject to voluntary prepayment and mandatory repayment prior to the Expiry
Date, in whole or in part.


 


In case an Event
of Default (as defined in the Agreement) shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Agreement.


 


Except as
otherwise provided in the Agreement, the Borrowers hereby waive presentment,
demand, protest or notice of any kind in connection with this Note.


 


The Bank is
authorized to record the date and amount of each Loan and each payment,
prepayment and conversion with respect thereto on the grid attached hereto or
on a continuation thereof which shall be attached hereto and made a part
hereof, and any such notation shall constitute prima facie evidence of the
accuracy of the information so recorded; provided that the failure to make any
such notations shall not affect the validity of the Borrowers’ obligations
hereunder.


 


THE PAYMENT
OBLIGATIONS OF THE BORROWERS UNDER THIS NOTE ARE LIMITED AS PROVIDED IN
SECTION 4.05 OF THE AGREEMENT.


 

















 


THIS
NOTE IS TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT.


 


THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


THIS NOTE HAS BEEN DULY EXECUTED
UNDER SEAL BY THE DULY AUTHORIZED REPRESENTATIVES OF THE BORROWERS AS OF THE
DATE FIRST WRITTEN ABOVE.


 


	
   

  	
  FINANCIAL
  SECURITY ASSURANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By

  	
   

  
	 
	
   

  	
  Name

  	
   

  
	 
	
   

  	
  Title

  	
   

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  FSA INSURANCE
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By

  	
   

  
	 
	
   

  	
  Name

  	
   

  
	 
	
   

  	
  Title

  	
   

  
						



 


D-2

















 


GRID


 


	
  Date

  	
   

  	
  Amount

  of Loan

  	
   

  	
  Unpaid

  Principal

  Paid or

  Prepaid

  	
   

  	
  Principal

  Amount

  of Note

  	
   

  	
  Notation

  Made by

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D-3

















 


EXHIBIT E


 


NOTE


 


	
  $50,000,000

  	
   

  	
  New York,
  New York

  
	
   

  	
   

  	
  April 30,
  2004

  



 


FOR VALUE
RECEIVED, FINANCIAL
SECURITY ASSURANCE INC. and FSA INSURANCE COMPANY (the “Borrowers”)
hereby jointly and severally promise to pay to the order of LANDESBANK
HESSEN-THÜRINGEN GIROZENTRALE, acting through its New York
Branch, (the “Bank”), in lawful money of the United States of America in
immediately available funds, at the office of Bayerische Landesbank, acting
through its New York Branch, as Agent, located at 560 Lexington
Avenue, New York, New York 10022, on the Expiry Date (as defined in
the Agreement referred to below) the principal sum of $50,000,000 constituting
the Bank’s Commitment under the Agreement (defined below) or, if less, the then
unpaid principal amount of all Loans (as defined in the Agreement) made by the
Bank pursuant to the Agreement.


 


The Borrowers,
jointly and severally, promise also to pay interest on the unpaid principal
amount hereof in like money at said office at the rates and at the times
provided in Section 2.06 of the Agreement.


 


This Note is one
of the Notes referred to in the Second Amended and Restated Credit Agreement,
dated as of April 30, 1999, among the Borrowers and the Banks from
time to time party thereto (including the Bank), and Bayerische Landesbank,
acting through its New York Branch, as Agent (as amended, modified and
supplemented from time to time, the “Agreement”), and is entitled to the
benefits thereof.  This Note is secured
by the Security Agreement (as defined in the Agreement).  As provided in the Agreement, this Note is
subject to voluntary prepayment and mandatory repayment prior to the Expiry
Date, in whole or in part.


 


In case an Event
of Default (as defined in the Agreement) shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Agreement.


 


Except as
otherwise provided in the Agreement, the Borrowers hereby waive presentment,
demand, protest or notice of any kind in connection with this Note.


 


The Bank is
authorized to record the date and amount of each Loan and each payment,
prepayment and conversion with respect thereto on the grid attached hereto or
on a continuation thereof which shall be attached hereto and made a part
hereof, and any such notation shall constitute prima facie evidence of the
accuracy of the information so recorded; provided that the failure to make any
such notations shall not affect the validity of the Borrowers’ obligations
hereunder.


 


THE PAYMENT
OBLIGATIONS OF THE BORROWERS UNDER THIS NOTE ARE LIMITED AS PROVIDED IN
SECTION 4.05 OF THE AGREEMENT.


 

















 


THIS
NOTE IS TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT.


 


THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


THIS NOTE HAS BEEN DULY EXECUTED
UNDER SEAL BY THE DULY AUTHORIZED REPRESENTATIVES OF THE BORROWERS AS OF THE
DATE FIRST WRITTEN ABOVE.


 


	
   

  	
  FINANCIAL
  SECURITY ASSURANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By

  	
   

  
	 
	
   

  	
  Name

  	
   

  
	 
	
   

  	
  Title

  	
   

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  FSA INSURANCE
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By

  	
   

  
	 
	
   

  	
  Name

  	
   

  
	 
	
   

  	
  Title

  	
   

  
						



 


E-2

















 


GRID


 


	
  Date

  	
   

  	
  Amount

  of Loan

  	
   

  	
  Unpaid

  Principal

  Paid or

  Prepaid

  	
   

  	
  Principal

  Amount

  of Note

  	
   

  	
  Notation

  Made by

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


E-3