First Amendment to Third Amended and Restated Credit Agreement



 EXHIBIT 10.04 
  
 [EXECUTION COPY] 
  

FIRST AMENDMENT 
  
 to 
  
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
  
 among 
  
 MBIA INSURANCE CORPORATION, 
  
 THE BANKS SIGNATORY HERETO, 
  
 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. 
 “RABOBANK NEDERLAND”, 
 New York
Branch, 
 as Administrative Agent 
  
 and 
  
 DEUTSCHE BANK AG, 
 New York Branch, 
 as Documentation Agent 
  

  
 Dated as of October 31, 2003 
  








 FIRST AMENDMENT 
  
 THIS FIRST AMENDMENT, dated as of October 31, 2003 (this “Amendment”), between MBIA INSURANCE CORPORATION,
a New York stock insurance corporation (“MBIA”), the financial institutions which have executed this Amendment below as Banks (as defined below), COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK
NEDERLAND”, New York Branch (“Rabobank”), as Administrative Agent for the Banks (in such capacity, the “Administrative Agent”) and individually as a Bank, and DEUTSCHE BANK AG, New York Branch, as Documentation
Agent for the Banks (in such capacity, together with the Administrative Agent, the “Agents”) and individually as a Bank; 
  
 WHEREAS, the parties hereto are parties to the Third Amended and Restated Credit Agreement, dated as of October 31, 2002 (the “Credit
Agreement”); and 
  
 WHEREAS, the parties hereto desire,
upon the terms and subject to the conditions hereinafter set forth, to amend the Tranche A Expiration Date definition and to otherwise modify the Credit Agreement in certain respects. 
  
 NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 
  
 ARTICLE 1 
  
 MODIFICATIONS TO LOAN DOCUMENTS 
  
 Section 1.1. Defined Terms. Except as otherwise specified herein, terms used in this Amendment and defined in Exhibit A of the Credit Agreement shall have the meanings provided in such Exhibit A. 
  
 Section 1.2. Amendment. 
  
 (a) The definition of the term “Tranche A Expiration Date”
contained in Exhibit A to the Credit Agreement is hereby amended and restated to read in its entirety as follows: 
  
 “‘Tranche A Expiration Date’ shall mean October 31, 2010 or, if such day is not a Business Day, on the next
preceding Business Day.” 
  
 (b) The following sentence shall
be inserted prior to the sentence beginning “The provisions of this Article 8...” in Section 8.1: 
  
 “Specifically, the Documentation Agent shall have no right, power, obligation, liability, responsibility or duty under any Loan
Document other than those applicable to it as a Bank.” 
  
 Section 1.3. Commitments. The aggregate Commitments of the Banks are hereby amended so that, from and after October 31, 2003 until the termination or further modification thereof as provided in the Credit Agreement, such Commitments
shall be as set forth on Schedule 1 to this Amendment. 







 Section 1.4. Additional Bank. By its execution and delivery of this Amendment, KeyBank National
Association (the “Additional Bank”), hereby agrees to be bound, and shall have the rights under the Credit Agreement and the Loan Documents as a Bank having a Commitment equal to the amount specified in Schedule 1 to this Amendment,
and the Agents and MBIA each hereby consent to the Additional Bank becoming a Bank. The Additional Bank acknowledges and agrees that the Agents (i) make no representation or warranty and assume no responsibility with respect to any statements,
warranties and representations made in or in connection with the Credit Agreement or any of the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any of the Loan
Documents or any other instrument or document furnished pursuant thereto; and (ii) make no representation or warranty and assume no responsibility with respect to the financial condition of or the performance or observance by MBIA of any of their
obligations under the Credit Agreement, any of the Loan Documents or any other instrument or document furnished pursuant thereto. The Additional Bank further (i) confirms that it has received a copy of the Credit Agreement, together with copies of
the financial statements and SEC Reports referred to therein, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement; (ii) agrees that it will,
independently and without reliance upon the Agents and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii)
agrees to the provisions of Article 8 of the Credit Agreement and appoints and authorizes the Agents on its behalf to exercise such powers under the Credit Agreement and the other Loan Documents, as are delegated to the Agents by the terms thereof
and hereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will be bound by all of the terms and conditions of the Credit Agreement and the other Loan Documents and will perform in accordance with their terms
all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Bank. 
  
 Section 1.5. Terminating Banks. The parties acknowledge that pursuant to separate instruments, JPMorgan Chase Bank, Bank of America, N.A. and HSH
Nordbank (the “Terminating Banks”), respectively, and each of MBIA and the Agents have agreed that concurrently with the effectiveness of this Amendment, each Terminating Bank’s entire Commitment and role as a Bank under the
Credit Agreement is terminated and that each Terminating Bank shall have no further liabilities, obligations or rights under the Credit Agreement, except for those liabilities, obligations and rights which survive the termination of the Commitment
of a Bank under the Credit Agreement. 
  
 ARTICLE 2 
  
 CONDITIONS PRECEDENT 
  
 Section 2.1. Conditions Precedent to Amendment Effective Date. The
provisions of Article 1 hereof shall become effective as of October 31, 2003 when this Amendment shall have been executed and delivered by MBIA, each Agent and each Bank and when the following conditions have been fulfilled to the reasonable
satisfaction of the Agents. 
  

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 (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA
herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. 
  
 (b) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the
Administrative Agent: 
  
 (i) a certificate of
any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filings, consents and approvals
are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, as modified hereby, the grant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective
terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each of which shall be in full force and effect; 
  
 (ii) copies of the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee
thereof, authorizing the execution, delivery and performance in accordance with their respective terms of this Amendment and the other documents to be executed and delivered by MBIA described herein (collectively, the “Amendment
Documents”), accompanied by a certificate of the Secretary or an Assistant Secretary of MBIA stating as to (A) the effect that such resolutions are in full force and effect, (B) the incumbency and signatures of the officers signing the
Amendment Documents on behalf of MBIA, and (C) the effect that, from and after December 23, 2002, there has been no amendment, modification or revocation of the articles of incorporation or by-laws of MBIA; 
  
 (iii) opinions of the General Counsel or any Assistant
General Counsel of MBIA and Kutak Rock, MBIA’s counsel, each dated October 31, 2003, which are substantially to the effect set forth in the forms attached hereto as, respectively, Exhibits A and B; and 
  
 (iv) such other documents, instruments, approvals (and, if
reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions as the Administrative Agent or the Majority
Banks may reasonably request. 
  
 (c) The Administrative Agent
shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a rating of Aaa by Moody’s and AAA by S&P by reason of such insurance. 
  
 (d) Each Bank which is becoming a party to the Credit Agreement or which is
increasing its Commitment shall have received a Note or an additional Note dated as of October 31, 2003, in a principal amount equal to the amount of its Commitment or of the increase in its Commitment, as applicable. 
  

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 (e) The currently effective Fronting Bank Supplements and related Fronting Bank Notes and fee letters
shall have been modified in a manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. 
  
 (f) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Amendment and the Loan Documents
shall be satisfactory in form and substance to the Administrative Agent and its counsel. 
  
 Section 2.2. Certificate as to Effective Date. A certificate of the Administrative Agent delivered to MBIA stating that the provisions of Article 1 shall have become effective shall be conclusive evidence
thereof and shall be binding on MBIA, each Agent and each Bank. In delivering such certificate, and without limiting the general application of Section 8.8 or other provisions of Article 8 of the Credit Agreement to the actions of the Administrative
Agent hereunder, the Administrative Agent shall be entitled to rely conclusively on the certificate of officers of MBIA delivered pursuant to Section 2.1(b)(i) as to the satisfaction of the conditions set forth in Section 2.1(a). 
  
 ARTICLE 3 
  
 REPRESENTATIONS AND WARRANTIES 
  
 In order to induce the Agents and the Banks to enter into this Amendment and proceed with the transaction contemplated
hereby, MBIA makes the following representations and warranties to the Agents and the Banks, which shall survive the execution and delivery of this Amendment and the making of any Loans: 
  
 Section 3.1. Due Authorization, Etc. The execution, delivery and performance by MBIA of the Amendment Documents and
the Loan Documents as amended thereby are within its corporate powers, have been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation (including, without limitation, the New
York Insurance Law, the Investment Company Act of 1940, as amended, or Regulations T, U or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having
applicability to MBIA or of the corporate charter or by-laws of MBIA, (ii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which MBIA is a party or by which
it or its properties may be bound or affected, or (iii) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by MBIA (other than as contemplated by the Loan
Documents), other than, in the case of clauses (ii) and (iii), breaches, defaults or Liens which could not materially and adversely affect the business, assets, operations or financial condition of MBIA or the ability of MBIA to perform its
obligations under any Loan Document. 
  
 Section 3.2.
Approvals. No consent, approval or other action by, or any notice to or filing with any court or administrative or governmental body is or will be necessary for the valid execution, delivery or performance by MBIA of the Amendment Documents
or the Loan Documents as amended thereby. 
  

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 Section 3.3. Enforceability. Each Amendment Document and each Loan Document as amended thereby
constitutes a legal, valid and binding obligation of MBIA, enforceable against MBIA in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and the availability of equitable remedies, whether such matter is heard in a court of law or a court of equity. 
  

Section 3.4. Financial Statements, etc. 
  
 (a) MBIA has heretofore furnished to the Agents (i) the audited consolidated and unaudited consolidating balance sheets of MBIA Inc. and its subsidiaries
at December 31, 2002, the related audited consolidated statements of income, changes in stockholders’ equity and financial position or cash flows, as the case may be, and unaudited consolidating statements of income for the year ended December
31, 2002, and (ii) the unaudited consolidated and consolidating balance sheets of MBIA Inc. and its subsidiaries as of March 31 and June 30, 2003, and the related consolidated statements of income, changes in stockholders’ equity and cash flows
for the three months ended March 31, 2003 and the six months ended June 30, 2003. Such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and present fairly the consolidated financial
position and consolidated results of operations and cash flows of MBIA Inc. and its subsidiaries and the financial position and results of operations and cash flows of MBIA at the dates and for the periods indicated therein. There has been no
material adverse change in the consolidated financial position or consolidated results of operations or cash flows of MBIA Inc. and its subsidiaries taken as a whole or of MBIA since June 30, 2003. 
  
 (b) MBIA has heretofore furnished to the Agents its annual statements and its
financial statements as filed with the Department for the year ended December 31, 2002 and its quarterly statements and financial statements as filed with the Department for the periods ended March 31, 2003 and June 30, 2003. Such annual and
quarterly statements and financial statements were prepared in accordance with the statutory accounting principles set forth in the New York Insurance Law, all of the assets described therein were the absolute property of MBIA at the dates set forth
therein, free and clear of any liens or claims thereon, except as therein stated, and each such annual, quarterly and financial statement is a full and true statement of all the assets and liabilities and of the condition and affairs of MBIA as of
such dates and of its income and deductions therefrom for the year or quarter ended on such dates. 
  
 (c) MBIA has heretofore furnished to the Agents a copy of the annual report on Form 10-K of MBIA Inc. for the fiscal year ended December 31, 2002, the
quarterly reports on Form 10-Q of MBIA Inc. for each of the quarters ended March 31, 2003 and June 30, 2003 and each current report on Form 8-K filed by MBIA Inc. on or after January 1, 2003, each as filed with the Securities and Exchange
Commission. Such annual, quarterly and current reports were prepared in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
  

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 Section 3.5. Covered Portfolio. Substantially all of the Insured Obligations in the Covered
Portfolio are insured by MBIA under Insurance Contracts in the form or forms heretofore supplied to the Agents in accordance with MBIA’s underwriting criteria as heretofore disclosed to the Agents, and in MBIA’s reasonable judgment such
Insured Obligations represent an overall risk of loss (based on all factors including without limitation investment quality and geographical and market diversification) which is not materially greater than the risk of loss represented by all of
MBIA’s Insured Obligations as of the date hereof. 
  
 Section
3.6. Confirmation of Representations and Warranties. MBIA hereby confirms that its representations and warranties set forth in the Credit Agreement are true and correct as of the date hereof. 
  
 Section 3.7. Disclosure. There is no fact known to MBIA which
materially adversely affects the business, assets, operations or financial condition of MBIA or the ability of MBIA to perform its obligations under any Amendment Document or any Loan Document as amended thereby which has not been set forth in this
Amendment, in the financial statements or reports required to be delivered pursuant to Section 3.4 hereof. 
  
 ARTICLE 4 
  
 MISCELLANEOUS 
  
 Section 4.1. Credit
Agreement. Except as expressly modified as contemplated hereby, the Credit Agreement and the other Loan Documents are hereby confirmed to be in full force and effect in accordance with their respective terms. This Amendment is intended by the
parties to constitute an amendment and modification to, and otherwise to constitute a continuation of, the Credit Agreement and the Loan Documents, and is not intended by any party and shall not be construed to constitute a novation thereof or of
any Debt of MBIA hereunder. 
  
 Section 4.2. Survival. All
covenants, agreements, representations and warranties made herein or in any Loan Document or in any certificate, document or instrument delivered pursuant hereto or thereto shall survive the effective date hereof, the making of any Loan and the
occurrence of the Tranche A Expiration Date and shall continue in full force and effect so long as principal of or interest on any Loan, Note or Fronting Bank Note remains outstanding or unpaid, any other amount payable by MBIA under the Credit
Agreement as amended hereby, any Note, Fronting Bank Note or any other Loan Document remains unpaid or any other obligation of MBIA to perform any other act hereunder or under the Credit Agreement as amended hereby, any Note, Fronting Bank Note or
any other Loan Document remains unsatisfied or the Banks have any obligation to make a Loan or any other advance of moneys to MBIA under the Credit Agreement as amended hereby. 
  
 Section 4.3. Severability. Any provision of this Amendment which is prohibited, unenforceable or not authorized in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of
such provision in any other jurisdiction. 
  

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 Section 4.4. Successors and Assigns. This Amendment is a continuing obligation and binds, and the
benefits hereof shall inure to, the parties hereto and their respective successors and assigns; provided that MBIA may not transfer or assign any or all of its rights or obligations hereunder except as permitted by Section 10.8 of the Credit
Agreement. 
  
 Section 4.5. Amendments. No provision of
this Amendment shall be waived, amended or supplemented except as provided in Section 10.12 of the Credit Agreement. 
  
 Section 4.6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  
 Section 4.7. Headings. Section headings in this Amendment are included
herein for convenience or reference only and shall not constitute a part of this Amendment for any other purpose. 
  
 Section 4.8. Counterparts. This Amendment may be executed in several counterparts, each of which shall be regarded as the original and all of which
shall constitute one and the same Amendment. 
  
 [Remainder of
Page Intentionally Left Blank.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by
their respective officers thereunto duly authorized as of the date first above written. 
  

			
	 MBIA INSURANCE CORPORATION

		
	 By
	 	 /s/     Karen M. Wagner


	 	 	 Name: Karen M. Wagner

	 	 	 Title:   Vice President



  
 [Signature
Pages to MBIA First Amendment] 








			
	 COÖPERATIEVE CENTRALE
 RAIFFEISEN-BOERENLEENBANK B.A.
 “RABOBANK NEDERLAND,”

	 New York Branch, as Administrative
 Agent and
as a Bank

		
	 By
	 	 /s/    Wing Ng


	 	 	 Name: Wing Ng

	 	 	 Title:   Executive Director

		
	 By
	 	 /s/    Brett Delfino


	 	 	 Name: Brett Delfino

	 	 	 Title:   Executive Director



  
 [Signature
Pages to MBIA First Amendment] 








			
	 DEUTSCHE BANK AG, New York Branch,
 as
Documentation Agent and as a Bank

		
	 By
	 	 /s/    Ruth Leung


	 	 	 Name: Ruth Leung

	 	 	 Title:   Director

		
	 By
	 	 /s/    Clinton Johnson


	 	 	 Name: Clinton Johnson

	 	 	 Title:   Managing Director



  
 [Signature
Pages to MBIA First Amendment] 








			
	 LANDESBANK BADEN-WÜRTTEMBERG,
 New York Branch, as a Bank

		
	 By
	 	 /s/    Robert O’Brien


	 	 	 Name: Robert O’Brien

	 	 	 Title:   Vice President

		
	 By
	 	 /s/    Jennifer L Davis


	 	 	 Name: Jennifer L Davis

	 	 	 Title:   Vice President



  
 [Signature
Pages to MBIA First Amendment] 








			
	 THE BANK OF NEW YORK,
 as a bank

		
	 By
	 	 /s/    Evan Glass


	 	 	 Name: Evan Glass

	 	 	 Title:   Vice President



  
 [Signature
Pages to MBIA First Amendment] 








			
	 BAYERISCHE LANDESBANK,
 New York Branch, as a Bank

		
	 By
	 	 /s/    Scott M. Allison


	 	 	 Name: Scott M. Allison

	 	 	 Title:   First Vice President

		
	 By
	 	 /s/    Robert I. Albano


	 	 	 Name: Robert I. Albano

	 	 	 Title:   Vice President



  
 [Signature
Pages to MBIA First Amendment] 








			
	 LANDESBANK HESSEN- THÜRINGEN GIROZENTRALE,
 New York Branch, as a Bank

		
	 By
	 	 /s/    Bill Dorante


	 	 	 Name:  Bill Dorante

	 	 	 Title:    Senior Vice President

		
	 By
	 	 /s/    Irina Rakhlis


	 	 	 Name:  Irina Rakhlis

	 	 	 Title:    Credit Analyst



  
 [Signature
Pages to MBIA First Amendment] 








			
	 WESTLB AG,
 New York Branch, as a Bank

		
	 By
	 	 /s/    Lillian Tung Lum


	 	 	 Name:  Lillian Tung Lum

	 	 	 Title:    Executive Director

		
	 By
	 	 /s/    David Sellers


	 	 	 Name:  David Sellers

	 	 	 Title:    Executive Director



  
 [Signature
Pages to MBIA First Amendment] 








			
	 DEKABANK DEUTSCHE
 GIROZENTRALE,
 as a Bank

		
	 By
	 	 /s/    Jurgen Schöneberg


	 	 	 Name:  Jurgen Schöneberg

	 	 	 Title:    Credit Manager

		
	 By
	 	 /s/    Stephan Wagner


	 	 	 Name:  Stephan Wagner

	 	 	 Title:    Vice President



  
 [Signature
Pages to MBIA First Amendment] 








			
	 BARCLAYS BANK PLC,
 New York Branch, as a Bank

		
	 By
	 	 /s/    Alison A. McGuigan


	 	 	 Name:  Alison A. McGuigan

	 	 	 Title:    Associate Director



  
 [Signature
Pages to MBIA First Amendment] 








			
	 KBC BANK, N.V.,
 as a Bank

		
	 By
	 	 /s/    Jean-Pierre Diels


	 	 	 Name: Jean-Pierre Diels

	 	 	 Title:   First Vice President

		
	 By
	 	 /s/    Dennis A Graham


	 	 	 Name: Dennis A Graham

	 	 	 Title:   First Vice President



  
 [Signature
Pages to MBIA First Amendment] 








			
	 NORDDEUTSCHE LANDESBANK GIROZENTRALE,
 New York Branch, as a Bank

		
	 By
	 	 /s/    Georg L. Peters


	 	 	 Name: Georg L. Peters

	 	 	 Title:   Vice President

		
	 By
	 	 /s/    Stephen K. Hunter


	 	 	 Name: Stephen K. Hunter

	 	 	 Title:   Senior Vice President



  
 [Signature
Pages to MBIA First Amendment] 








			
	 THE BANK OF NOVA SCOTIA,
 as a Bank

		
	 By
	 	 /s/    John W. Campbell


	 	 	 Name: John W. Campbell

	 	 	 Title:   Managing Director



  
 [Signature
Pages to MBIA First Amendment] 








			
	 FLEET NATIONAL BANK,
 as a Bank

		
	 By
	 	 /s/    Carla Balesano


	 	 	 Name: Carla Balesano

	 	 	 Title:   Director



  
 [Signature
Pages to MBIA First Amendment] 







 SCHEDULE 1 
 TO FIRST AMENDMENT 
  
 BANKS,
ADDRESSES AND TRANCHE A COMMITMENTS 
  

				
	 Name and Notice Address of Bank

	  	Commitment


	 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
 New York Branch
 245 Park Avenue
 37th Floor
 New York, NY 10167
 Attn: Angela Reilly
	  	$	150,000,000
		
	 Landesbank Baden-Württemberg,
 New York Branch
 280 Park Avenue
 West Building, 31st Floor
 New York, NY
10017
 Attn: Robert O’Brien
	  	$	75,000,000
		
	 Landesbank Hessen-Thüringen Girozentrale,
 New York Branch
 420 Fifth Avenue
 New York, NY 10018
 Attn: John Sarno
	  	$	75,000,000
		
	 Deutsche Bank AG, New York Branch
 31 West 52nd Street
 New York, NY 10019
 Attn: Clinton Johnson / Ruth Leung
	  	$	70,000,000
		
	 The Bank of New York
 One Wall Street
 New York, NY 10286
 Attn: David Trick
	  	$	65,000,000
		
	 Bayerische Landesbank,
 New York Branch
 560 Lexington Avenue
 New York, NY 10022
 Attn: Robert Albano
	  	$	50,000,000









				
	 Name and Notice Address of Bank

	  	Commitment


	 WestLB AG,
 New York Branch
 1211 Avenue of the Americas
 New York, NY 10036
 Attn: Lillian Lum
	  	$	50,000,000
		
	 DekaBank Deutsche Girozentrale
 Taunusanlage 10
 D-60329 Frankfurt am Main
 Frankfurt, Germany
 Attn: Stephan Wagner
	  	$	35,000,000
		
	 KeyBank National Association
 127 Public Square, OH-01-27-0606
 Cleveland, OH 44114
 Attn: Mary K. Young
	  	$	35,000,000
		
	 Barclays Bank PLC,
 New York Branch
 200 Park Avenue
 New York, NY 10166
 Attn: Alison Mcguigan
	  	$	25,000,000
		
	 KBC Bank, N.V.
 125 West 55th Street
 New York, NY 10019
 Attn: Edward Eijlers
	  	$	25,000,000
		
	 Norddeutsche Landesbank Girozentrale,
 New York Branch
 1114 Avenue of the Americas
 37th Floor
 New York, NY 10017
 Attn: Georg Peters
	  	$	18,000,000
		
	 The Bank of Nova Scotia
 One Liberty Plaza
 New York, NY 10006
 Attn: David Schwartzbard
	  	$	17,000,000
		
	 Fleet National Bank
 777 Main Street
 CT MO 0250
 Hartford, CT 06115
 Attn: George Urbans
	  	$	10,000,000
		
	 TOTAL:
	  	$	700,000,000

  

 (ii) 








 EXHIBIT A 
 TO FIRST AMENDMENT 
  
 Form of
Opinion of General Counsel of MBIA 
  
                                 October 31, 2003 
  
 Each of the Banks which are parties to the Credit Agreement referred to herein 
 c/o Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. 
     (“Rabobank Nederland”), New York Branch 
     as Administrative Agent 
 245 Park Avenue 
 New York, New York 10167-0062 
  
 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. 
     (“Rabobank Nederland”), New York Branch, 
     as Administrative Agent 
 245 Park Avenue 
 New York, New York 10167-0062 
  
 Deutsche Bank
AG, New York Branch, 
     as Documentation Agent 
 31 West 52nd Street 
 New York, NY 10019 
  

	 	Re:	First Amendment, dated as of October 31, 2003, to Third Amended and Restated Credit Agreement, dated as of October 31, 2002, with MBIA Insurance Corporation


  
 Ladies and Gentlemen: 
  
 I am [Assistant] General Counsel of MBIA Insurance Corporation, a New York stock insurance
corporation (“MBIA”). This opinion is being given in connection with the First Amendment, dated as of October 31, 2003 (the “Amendment”), to the Third Amended and Restated Credit Agreement dated as of October 31, 2002 (as amended
by the Amendment, the “Credit Agreement”) among MBIA, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch, as Administrative Agent and as a Bank, Deutsche Bank AG, New York Branch, as
Documentation Agent and as a Bank, and the other Banks signatory thereto. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned thereto in the Credit Agreement. 
  

 A-1 








 As [Assistant] General Counsel to MBIA, I am familiar with its Restated Charter and its By-Laws, as amended to date, and
I have responsibility for supervision of MBIA’s insurance regulatory compliance. I have examined such certificates of public officials, such certificates of officers of MBIA and copies certified to my satisfaction of such corporate documents
and records of MBIA and of such other papers as I have deemed relevant and necessary for the opinions set forth below. In all such examinations, I have assumed the genuineness of all signatures, the authority to sign and the authenticity of all
documents submitted to me as originals. I have also assumed the conformity with the originals of all documents submitted to me as copies. I have relied upon certificates of public officials and of officers of MBIA with respect to the accuracy of
factual matters contained therein which were not independently established. 
  
 Based upon the foregoing, it is my opinion that: 
  
 1. MBIA is a stock insurance corporation duly incorporated and validly existing in good standing under the laws of the State of New York and has the corporate power and all requisite licenses and franchises required
to carry on its insurance and other business, as now being conducted in the State of New York and in each other jurisdiction where the nature of the business transacted by it makes such qualification necessary, except any jurisdiction other than the
State of New York where failure to so qualify would not have a material adverse effect on the business, assets, operations or financial condition of MBIA or the ability of MBIA to perform its obligations under the Amendment, the Credit Agreement and
the additional Notes dated October 31, 2003 being issued to certain parties (the “Transaction Documents”). 
  
 2. The execution, delivery and performance of the Transaction Documents are within the corporate powers of MBIA, have been duly authorized by all
necessary corporate action and do not (i) violate any provision of the Restated Charter or By-Laws of MBIA, (ii) violate any provision of law, rule, regulation (including without limitation, the New York Insurance Law, the Investment Company Act of
1940, as amended, or Regulations T, U or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to MBIA the violation of which would
affect the validity or enforceability of any of the Transaction Documents or the ability of MBIA to perform its obligations under the Transaction Documents, (iii) result in a breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which MBIA is a party or by which it or its properties may be bound or affected or (iv) result in, or require, the creation or imposition of any Lien upon or with respect to any of the
properties now owned or hereafter acquired by MBIA (other than as contemplated by the Loan Documents), other than, in the case of clauses (iii) and (iv), breaches, defaults or Liens which could not materially and adversely affect the business,
assets, operations or financial condition of MBIA or the ability of MBIA to perform its obligations under the Transaction Documents. 
  
 3. To the best of my knowledge, no consent, approval or other action by, or any notice to or filing with, any court or administrative or governmental body
is required in connection with the execution, delivery or performance by MBIA of the Transaction Documents. 
  

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 4. To the best of my knowledge, there is no action, suit, proceeding or investigation before or by any
court, arbitrator or administrative or governmental body pending or threatened against MBIA, wherein an adverse decision, ruling or finding would materially and adversely affect (i) the business, assets, operations or financial condition of MBIA,
(ii) the transactions contemplated by the Credit Agreement or (iii) the validity or enforceability of the Transaction Documents. 
  
 5. To the best of my knowledge, MBIA is not in violation of any provision of any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to MBIA or of the Restated Charter or By-Laws of MBIA, or in default under any material indenture, agreement, lease or instrument to which it is a party or by which it or any of its
properties may be subject or bound, where such violation or default may result in a material adverse effect on the business, assets, operations or financial condition of MBIA or on its ability to perform its obligations under the Transaction
Documents. 
  
 6. To the best of my knowledge, MBIA is in
compliance with the New York Insurance Law and the regulations of the Department thereunder and with all other applicable federal state and other laws, rules and regulations relating to its insurance and other business, except with respect to
failures, if any, to comply which singly or in the aggregate do not have a material adverse effect on the business, assets, operations or financial condition of MBIA or the ability of MBIA to perform its obligations under any of the Transaction
Documents. 
  
 7. All of the issued and outstanding capital stock
of MBIA is owned beneficially and of record by MBIA Inc., subject to no Liens. There are no options or similar rights of any Person to acquire any such capital stock or any other capital stock of MBIA. 
  
 This opinion is being furnished to you and your participants in connection with the execution
of the Credit Agreement, and it is not to be used, circulated, quoted or otherwise referred to for any purpose without my express written consent. 
  
 Very truly yours, 
  
  
 [Assistant] General Counsel 
  

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 EXHIBIT B 
 TO FIRST AMENDMENT 
  
 Form of
Opinion of Kutak Rock 
  
                                 October 31, 2003 
  
 Each of the Banks which are 
     parties to the Credit Agreement 
     referred to herein 
 c/o Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. 
     (“Rabobank Nederland”), New York Branch 
     as Administrative Agent 
 245 Park Avenue 
 New York, New York 10167-0062 
  
 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. 
     (“Rabobank Nederland”), New York Branch, 
     as Administrative Agent 
 245 Park Avenue 
 New York, New York 10167-0062 
  
 Deutsche Bank
AG, New York Branch, 
     as Documentation Agent 
 31 West 52nd Street 
 New York, NY 10019 
  

	 	Re:	First Amendment, dated as of October 31, 2003, to Third Amended and Restated Credit Agreement, dated as of October 31, 2002, with MBIA Insurance Corporation


  
 Ladies and Gentlemen: 
  
 This opinion is furnished to you in connection with the First Amendment,
dated as of October 31, 2003 (the “Amendment”), to the Third Amended and Restated Credit Agreement dated as of October 31, 2002 (as amended by the Amendment, the “Credit Agreement”) among MBIA Insurance Corporation, a New York
stock insurance corporation (“MBIA”), Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch, as Administrative Agent and as a Bank, Deutsche Bank AG, New York Branch, as Documentation
Agent and as a Bank, and the other Banks signatory thereto. All capitalized terms used herein and not otherwise defined have the meanings assigned thereto in the Credit Agreement. As used herein, “Transaction Documents” means the
Amendment, the Credit Agreement and the additional Note dated October 31, 2003 being issued to a certain party. 
  

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 We have acted as special counsel to MBIA in connection with the execution and delivery of the Transaction
Documents. In this connection, we have examined the Transaction Documents and such certificates of public officials, such certificates of officers of MBIA, and copies certified to our satisfaction of such corporate documents and records of MBIA, and
such other documents as we have deemed necessary or appropriate for the opinions set forth below. We have relied upon such certificates of public officials and of officers of MBIA with respect to the accuracy of factual matters contained therein
which were not independently established. 
  
 We have also assumed
(i) the due execution and delivery, pursuant to due authorization, of each document referred to in the immediately preceding paragraph by all parties other than MBIA to such document, (ii) the authenticity of all such documents submitted to us as
originals, (iii) the genuineness of all signatures and (iv) the conformity to the originals of all such documents submitted to us as copies. 
  
 Based upon the foregoing and upon such investigation as we have deemed necessary, we are of the opinion that: 
  
 1. MBIA is a stock insurance corporation, duly incorporated and validly
existing under the laws of the State of New York, and is licensed and authorized to carry on its business under the laws of the State of New York. 
  
 2. Each Transaction Document has been duly executed and is a valid and binding obligation of MBIA enforceable in accordance with its terms, except that
such enforceability may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium, receivership and other similar laws affecting creditors’ rights generally and by general principles of equity and the enforceability as
to rights to indemnity thereunder as may be subject to limitations of public policy. 
  
 3. The execution, delivery and performance of the Transaction Documents do not (a) violate any provision of the Restated Charter or Bylaws of MBIA or (b) violate any provision of law (including without limitation the
New York Insurance Law or the Investment Company Act of 1940, as amended) or, to the best of our knowledge, any rule or regulation (including without limitation Regulation T, U or X of the Board of Governors of the Federal Reserve System) presently
in effect having applicability to MBIA the violation of which would (i) affect the validity or enforceability of any Transaction Document or the ability of MBIA to perform its obligations thereunder, (ii) adversely affect the Banks or their rights
under any Transaction Document or (iii) materially adversely affect the business, assets, operations or financial condition of MBIA. 
  
 4. To the best of our knowledge, no consent, approval or other action by or any notice to or filing with any court or administrative or governmental body
is required in connection with the execution, delivery or performance by MBIA of the Transaction Documents. No consent, approval or other action by or any notice to or filing with the Department is required in connection with the execution, delivery
or performance by MBIA of the Transaction Documents. 
  

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 5. Except with respect to MBIA’s obligations to pay the principal of and interest on the Loans, the
obligations of MBIA under the Transaction Documents will rank, under the New York Insurance Law, at least pari passu in priority of payment with all other unsecured obligations of MBIA, including without limitation MBIA’s obligation to
pay claims under Insurance Contracts under the New York Insurance Law, subject, however, to statutory priorities granted to certain claims under Sections 7426 and 7435 of the New York Insurance Law. 
  
 6. The effectiveness of the Transaction Documents does not adversely affect
the opinions set forth in paragraphs 6 and 7 of our opinion dated December 23, 2002, delivered in connection with the Third Amended and Restated Credit Agreement, dated as of such date, with respect to the Security Interest (as defined in such
opinion) and the collateral assignment of Collateral referred to therein. No filings under the UCC are required to perfect or to continue the perfection of the Security Interest (except for the financing statements described in our December 23, 2002
opinion and subject to the matters described in the paragraph following paragraph 7 of such opinion) in favor of the Collateral Agent for the benefit of the Banks in all of MBIA’s right, title and interest in and to the Collateral, to the
extent that the Security Interest can be perfected by the filing of financing statements under the UCC. 
  
 In rendering the opinions expressed herein, we express no opinion as to the laws of any jurisdiction other than the State of New York and the federal laws
of the United States of America. 
  
 This opinion is being
furnished to you and your participants solely in connection with the execution of the Amendment, and it is not to be used, circulated, quoted or otherwise referred to for any purpose without our express written consent. 
  
 Very truly yours, 
  

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