##### 



EXHIBIT 10.47




---



##### 



Section
    
    
    
    PageARTICLE I.
    
    DEFINITIONS AND ACCOUNTING TERMS
    
    
    11.01
    
    
    Defined Terms
    
    
    11.02
    
    
    Other Interpretive Provisions
    
    
    151.03
    
    
    Accounting Terms
    
    
    151.04
    
    
    Rounding
    
    
    161.05
    
    
    Times of Day
    
    
    16ARTICLE II.
    
    THE COMMITMENTS AND CREDIT EXTENSIONS
    
    
    162.01
    
    
    Committed Loans
    
    
    162.02
    
    
    Borrowings, Conversions and Continuations of Committed Loans
    
    
    162.03
    
    
    Swing Line Loans
    
    
    172.04
    
    
    Prepayments
    
    
    202.05
    
    
    Termination or Reduction of Commitments
    
    
    202.06
    
    
    Repayment of Loans
    
    
    212.07
    
    
    Interest
    
    
    212.08
    
    
    Fees
    
    
    212.09
    
    
    Computation of Interest and Fees
    
    
    222.10
    
    
    Evidence of Debt
    
    
    232.11
    
    
    Payments Generally; Administrative Agents Clawback
    
    
    232.12
    
    
    Sharing of Payments by Lenders
    
    
    242.13
    
    
    Increase in Commitments
    
    
    25ARTICLE III.
    
    TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    263.01
    
    
    Taxes
    
    
    263.02
    
    
    Illegality
    
    
    273.03
    
    
    Inability to Determine Rates
    
    
    283.04
    
    
    Increased Costs; Reserves on Eurodollar Rate Loans
    
    
    283.05
    
    
    Compensation for Losses
    
    
    293.06
    
    
    Mitigation Obligations; Replacement of Lenders
    
    
    303.07
    
    
    Survival
    
    
    30ARTICLE IV.
    
    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
    
    
    304.01
    
    
    Conditions of Initial Credit Extension
    
    
    304.02
    
    
    Conditions to all Credit Extensions
    
    
    32ARTICLE V.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    325.01
    
    
    Existence, Qualification and Power
    
    
    325.02
    
    
    Authorization; No Contravention
    
    
    335.03
    
    
    Governmental Authorization; Other Consents
    
    
    335.04
    
    
    Binding Effect
    
    
    335.05
    
    
    Financial Statements; No Material Adverse Effect
    
    
    335.06
    
    
    Litigation
    
    
    345.07
    
    
    No Default
    
    
    345.08
    
    
    Ownership of Property; Liens
    
    
    345.09
    
    
    Environmental Compliance
    
    
    345.10
    
    
    Insurance
    
    
    345.11
    
    
    Taxes
    
    
    345.12
    
    
    ERISA Compliance
    
    
    35
 i




---



##### 



Section
    
    
    
    Page5.13
    
    
    Subsidiaries
    
    
    355.14
    
    
    Margin Regulations; Investment Company Act
    
    
    355.15
    
    
    Disclosure
    
    
    355.16
    
    
    Compliance with Laws
    
    
    365.17
    
    
    Taxpayer Identification Number
    
    
    36ARTICLE VI.
    
    AFFIRMATIVE COVENANTS
    
    
    366.01
    
    
    Financial Statements
    
    
    366.02
    
    
    Certificates; Other Information
    
    
    376.03
    
    
    Notices
    
    
    396.04
    
    
    Payment of Obligations
    
    
    396.05
    
    
    Preservation of Existence, Etc
    
    
    396.06
    
    
    Maintenance of Properties
    
    
    406.07
    
    
    Maintenance of Insurance
    
    
    406.08
    
    
    Compliance with Laws
    
    
    406.09
    
    
    Books and Records
    
    
    406.10
    
    
    Inspection Rights
    
    
    406.11
    
    
    Use of Proceeds
    
    
    40ARTICLE VII.
    
    NEGATIVE COVENANTS
    
    
    407.01
    
    
    Liens
    
    
    417.02
    
    
    Investments
    
    
    417.03
    
    
    Indebtedness
    
    
    427.04
    
    
    Fundamental Changes
    
    
    437.05
    
    
    Dispositions
    
    
    437.06
    
    
    Restricted Payments
    
    
    437.07
    
    
    Change in Nature of Business
    
    
    447.08
    
    
    Transactions with Affiliates
    
    
    447.09
    
    
    Burdensome Agreements
    
    
    447.10
    
    
    Use of Proceeds
    
    
    447.11
    
    
    Financial Covenants
    
    
    44ARTICLE VIII.
    
    EVENTS OF DEFAULT AND REMEDIES
    
    
    448.01
    
    
    Events of Default
    
    
    448.02
    
    
    Remedies Upon Event of Default
    
    
    468.03
    
    
    Application of Funds
    
    
    47ARTICLE IX.
    
    ADMINISTRATIVE AGENT
    
    
    479.01
    
    
    Appointment and Authority
    
    
    479.02
    
    
    Rights as a Lender
    
    
    479.03
    
    
    Exculpatory Provisions
    
    
    479.04
    
    
    Reliance by Administrative Agent
    
    
    489.05
    
    
    Delegation of Duties
    
    
    499.06
    
    
    Resignation of Administrative Agent
    
    
    499.07
    
    
    Non-Reliance on Administrative Agent and Other Lenders
    
    
    499.08
    
    
    No Other Duties, Etc
    
    
    509.09
    
    
    Administrative Agent May File Proofs of Claim
    
    
    50ARTICLE X.
    
    MISCELLANEOUS
    
    
    5010.01
    
    
    Amendments, Etc
    
    
    5010.02
    
    
    Notices; Effectiveness; Electronic Communication
    
    
    5110.03
    
    
    No Waiver; Cumulative Remedies
    
    
    5310.04
    
    
    Expenses; Indemnity; Damage Waiver
    
    
    53
 ii




---



##### 



Section
    
    
    
    Page10.05
    
    
    Payments Set Aside
    
    
    5410.06
    
    
    Successors and Assigns
    
    
    5510.07
    
    
    Treatment of Certain Information; Confidentiality
    
    
    5810.08
    
    
    Right of Setoff
    
    
    5910.09
    
    
    Interest Rate Limitation
    
    
    5910.10
    
    
    Counterparts; Integration; Effectiveness
    
    
    5910.11
    
    
    Survival of Representations and Warranties
    
    
    5910.12
    
    
    Severability
    
    
    6010.13
    
    
    Replacement of Lenders
    
    
    6010.14
    
    
    Governing Law; Jurisdiction; Etc
    
    
    6010.15
    
    
    Waiver of Jury Trial
    
    
    6110.16
    
    
    No Advisory or Fiduciary Responsibility
    
    
    6110.17
    
    
    USA PATRIOT Act Notice
    
    
    62SIGNATURES
    
    
    S-1
 iii




---



##### 



SCHEDULES2.01
    
    
    Commitments and Applicable Percentages5.06
    
    
    Litigation5.13
    
    
    Subsidiaries7.01
    
    
    Existing Liens7.03
    
    
    Existing Indebtedness10.02
    
    
    Administrative Agents Office; Certain Addresses for NoticesEXHIBITSForm ofA
    
    
    Committed Loan NoticeB
    
    
    Swing Line Loan NoticeC
    
    
    NoteD
    
    
    Compliance CertificateE
    
    
    Assignment and AssumptionF
    
    
    Opinion Matters
 iv




---



##### 



Agreement Borrower Lenders Lender
   ARTICLE I.
   Adjusted Consolidated Net Worth
 Administrative Agent
 Administrative Agents Office Schedule 10.02
 Administrative Questionnaire
 Affiliate
 Aggregate Commitments
 Agreement
 Annual Statement
 Applicable Percentage Section 8.02
 1




---



##### 



Schedule 2.01
 Applicable Rate
 Applicable RateApplicableFinancial
    
    
    
    Margin forStrength Ratings
    
    
    
    LIBORPricing Level
    
    S&P/Moodys
    
    Facility Fee
    
    Loans
    
    Utilization Fee1
    

3  AA+ / Aa1
    
    .05%
    
    .15%
    
    .05%2
    
    AA / Aa2
    
    .06%
    
    .19%
    
    .05%3
    
    AA-/Aa3
    
    .08%
    
    .27%
    
    .05%4
    
    < AA- / Aa3
    
    .10%
    
    .30%
    
    .10%
 Financial Strength Rating Financial Strength
Ratings provided
 Section 4.01(a)(vii)
 Approved Fund
 Arranger
 Assignee Group
 Assignment and Assumption Section
10.06(b) Exhibit
E
 Attributable Indebtedness
 2




---



##### 



Audited Financial Statements
 Availability Period Section 2.05 Section 8.02
 Bank of America
 Base Rate
 Base Rate Committed Loan
 Base Rate Loan
 Borrower
 Borrower Materials Section 6.02
 Borrowing
 Business Day
 Change in Law
 Change of Control
  3




---



##### 



Closing Date Section
4.01 Section 10.01
 Code
 Commitment Section 2.01 Schedule 2.01
 Committed Borrowing Section 2.01
 Committed Loan Section 2.01
 Committed Loan Notice Section 2.02(a) Exhibit A
 Compliance Certificate Exhibit
D
 4




---



##### 



Consolidated Net Income
 Consolidated Net Worth
 Contractual Obligation
 Control Controlling Controlled
 Credit Extension
 Debtor Relief Laws
 Default
 Default Rate plus plus provided however
 Defaulting Lender
 Disposition Dispose
 Dollar $
 Eligible Assignee Section 10.06(b)(iii) (v) (vi) Section 10.06(b)(iii)
 5




---



##### 



Environmental Laws
 Environmental Liability
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 Eurodollar Rate BBA LIBOR
 6




---



##### 



Eurodollar Rate Loan
 Event of Default Section 8.01
 Excluded Taxes Section 10.13 Section
3.01(e) Section 3.01(a)
 Federal Funds Rate  provided
 Fee Letter
 Financial Strength Rating
 Foreign Lender
 FRB
 Fund
 7




---



##### 



GAAP
 Governmental Authority
 Guarantee
 Hazardous Materials
 Indebtedness
    8




---



##### 



plus
   Indemnified Taxes
 Indemnitees Section 10.04(b)
 Information Section 10.07
 Insurance Subsidiary
 Interest Payment Date provided however
 Interest Period provided
 9




---



##### 



Investment
 IRS
 Laws
 Lender
 Lending Office
 Loan Article
II
 Loan Documents
 Material Adverse Effect
  10




---



##### 



Material Subsidiary
 Maturity Date provided however
 Moodys
 Multiemployer Plan
 Net Risk in Force
 Note Exhibit C
 Obligations
 Organization Documents
 Other Taxes
 Outstanding Amount
 Participant Section 10.06(d)
 11




---



##### 



PBGC
 Pension Plan
 Person
 Plan
 Platform Section 6.02
 Public Lender Section 6.02
 Quarterly Statement
 Register Section 10.06(c)
 Related Parties
 Reportable Event
 Request for Credit Extension
 Required Lenders Section 8.02 provided
 Responsible Officer
 12




---



##### 



Restricted Payment
 Risk to Capital Ratio
 S&P
 SAP
 SEC
 Statutory Capital
 Statutory Surplus
 Subsidiary
 Supervisory Authority
 Swap Contract
 13




---



##### 



Master Agreement
 Swap Termination Value
 Swing Line Borrowing Section
2.03
 Swing Line Lender
 Swing Line Loan Section 2.03(a)
 Swing Line Loan Notice Section 2.03(b) Exhibit
B
 Swing Line Sublimit
 Synthetic Lease Obligation
 Taxes
 TGIC
 Threshold Amount
 Total Outstandings
 Type
 14




---



##### 



Unfunded Pension Liability
 United States U.S.
 Other Interpretive Provisions.
 include includes including will shall herein hereof hereunder asset property
 from from and including to until to but excluding through to and including
  Accounting Terms. Generally except
 Changes in GAAP or SAP
 15




---



##### 



provided that
 Rounding.
 Times of Day.
 ARTICLE II.
 THE COMMITMENTS AND CREDIT EXTENSIONS
 Committed Loans. Committed Loan provided however plus Section 2.01 Section 2.04 Section 2.01
 Borrowings, Conversions and Continuations of Committed Loans.
 Section 2.02(a) Section 2.03(c)
 16




---



##### 



Section 4.02 Section 4.01
    Swing Line Loans.
 The Swing Line Section 2.03 Swing Line Loan provided however plus
 17




---



##### 



provided further Section 2.03 Section 2.04 Section 2.03 times
 Borrowing Procedures Section 2.03(a) Article IV
 Refinancing of Swing Line Loans
 Section 2.02 Section 4.02 Section 2.03(c)(ii)
 Section 2.03(c)(i)
 18




---



##### 



Section
2.03(c)(i)
 Section 2.03(c) Section
2.03(c)(i)
 Section 2.03(c) provided however Section 2.03(c) Section 4.02
 Repayment of Participations
  Section 10.05
 19




---



##### 



Interest for Account of Swing Line Lender Section 2.03
 Payments Directly to Swing Line Lender
 Prepayments.
 provided Section 3.05
 provided
  Termination or Reduction of Commitments. provided
 20




---



##### 



Repayment of Loans.
   Interest.
 plus
      Fees. Facility Fee times
 21




---



##### 



Section
4.02
 Utilization Fee times Section 2.08(b Section 4.02
 Other Fees
  Computation of Interest and Fees. provided Section 2.11(a)
 Evidence of Debt.
  22




---



##### 



Payments Generally; Administrative Agents Clawback.
 General
 Funding by Lenders; Presumption by Administrative Agent Section 2.02 Section 2.02
 23




---



##### 



Payments by Borrower; Presumptions by Administrative Agent
  Failure to Satisfy Conditions Precedent Article II Article IV
 Obligations of Lenders Several Section 10.04(c) Section
10.04(c) Section 10.04(c)
 Funding Source
 Sharing of Payments by Lenders. pro rata provided
  24




---



##### 



Increase in Commitments.
 Request for Increase provided
 Lender Elections to Increase
 Notification by Administrative Agent; Additional Lenders
 Effective Date and Allocations Increase Effective Date
 Conditions to Effectiveness of Increase Article
V
 25




---



##### 



Section 2.13 Section 5.05 Section 6.01 Section 3.05
 Conflicting Provisions Section 2.12 10.01
 ARTICLE III.
 TAXES, YIELD PROTECTION AND ILLEGALITY
 Taxes.
 Payments Free of Taxes provided
 Payment of Other Taxes by the Borrower
 Indemnification by the Borrower
 Evidence of Payments
 Status of Lenders
 26




---



##### 



Treatment of Certain Refunds provided
 Illegality.
 27




---



##### 



Inability to Determine Rates.
 Increased Costs; Reserves on Eurodollar Rate Loans.
 Increased Costs Generally
 Section 3.04(e)
 Section 3.01
   28




---



##### 



Capital Requirements
 Certificates for Reimbursement
 Delay in Requests provided
 Reserves on Eurodollar Rate Loans provided
 Compensation for Losses.
 Section 3.02
  29




---



##### 



Section 10.13
  Section
3.05
 Mitigation Obligations; Replacement of Lenders.
 Designation of a Different Lending Office Section 3.04 Section 3.01 Section 3.02 Section 3.01 3.04 Section 3.02
 Replacement of Lenders Section
3.04 Section 3.01 Section 10.13
 Survival. Article III
 ARTICLE IV.
 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 Conditions of Initial Credit Extension.
  30




---



##### 



Exhibit F
  Sections 4.02(a) (b)
     31




---



##### 



Section
9.03 Section
4.01
 Conditions to all Credit Extensions.
 Article V provided provided Section 4.02 Section 5.05 Section 6.01
   Sections 4.02(a) (b)
 ARTICLE V.
 REPRESENTATIONS AND WARRANTIES
  Existence, Qualification and Power.
 32




---



##### 



Authorization; No Contravention.
 Governmental Authorization; Other Consents.
 Binding Effect.
 Financial Statements; No Material Adverse Effect.
     33




---



##### 



Litigation. Schedule 5.06
 No Default.
 Ownership of Property; Liens. Section 7.01
 Environmental Compliance.
 Insurance.
 Taxes.
 34




---



##### 



ERISA Compliance.
    Subsidiaries. Schedule 5.13
 Margin Regulations; Investment Company Act.
   Disclosure.
 35




---



##### 



provided
 Compliance with Laws.
 Taxpayer Identification Number. Schedule 10.02
 ARTICLE VI.
 AFFIRMATIVE COVENANTS
 Sections 6.01 6.02 6.03
 Financial Statements.
   36




---



##### 



Section 6.02(d)
 Certificates; Other Information.
 Section
6.01(a)
 Sections
6.01(a) (b)
   37




---



##### 



Section 6.01 Section 6.02 Schedule 10.02 provided i.e. Section 6.02(b)
 Borrower Materials Platform Public Lender
 38




---



##### 



provided however 10.07
 Notices.
  that has resulted or could reasonably be expected to result in a Material
Adverse Effect
    Section 6.03 Section 6.03(e) Section 6.03(a)
 Payment of Obligations.
 Preservation of Existence, Etc. Section 7.04 7.05
 39




---



##### 



Maintenance of Properties.
 Maintenance of Insurance.
 Compliance with Laws.
 Books and Records.
 Inspection Rights. provided however
 Use of Proceeds.
 ARTICLE VII.
 NEGATIVE COVENANTS
  40




---



##### 



Liens.
  Schedule 7.01 provided Section
7.03(b) Section 7.03(b)
      Section 8.01(h)
 Section 7.03(e) provided
  Investments.
  41




---



##### 



Section 7.03
  Indebtedness.
  Schedule 7.03 provided
  provided
 Section
7.01(i) provided however
 provided
 42




---



##### 



Fundamental Changes.
 provided provided
 provided
 Dispositions.
     Section 7.04
  Restricted Payments.
     43




---



##### 



Change in Nature of Business.
 Transactions with Affiliates.
 Burdensome Agreements. provided however Section 7.03(e)
 Use of Proceeds.
 Financial Covenants.
   ARTICLE VIII.
 EVENTS OF DEFAULT AND REMEDIES
 Events of Default.
 Non-Payment
 Specific Covenants Section 6.03(a) 6.05(a) 6.10 6.11 Section 7.01 7.07 7.10 7.11
 44




---



##### 



Other Defaults
 Representations and Warranties
 Cross-Default
 Insolvency Proceedings, Etc.
 Inability to Pay Debts; Attachment
 45




---



##### 



Judgments
 ERISA
 Invalidity of Loan Documents
 Loss of Licenses
 Change of Control
 Remedies Upon Event of Default.
    provided however
 46




---



##### 



Application of Funds. Section 8.02
 First Article III
 Second Article III Second
 Third Third
 Fourth Fourth
 Last
 ARTICLE IX. ADMINISTRATIVE AGENT
 Appointment and Authority.
  Rights as a Lender.
 Exculpatory Provisions.
 47




---



##### 



provided
  Sections 10.01 8.02
 Article IV
 Reliance by Administrative Agent.
  48




---



##### 



Delegation of Duties.
 Resignation of Administrative Agent. provided Section 10.04
  Non-Reliance on Administrative Agent and Other Lenders.
 49




---



##### 



No Other Duties, Etc.
 Administrative Agent May File Proofs of Claim
 Sections 2.08 10.04
  Sections 2.08 10.04
  ARTICLE X.
 MISCELLANEOUS
 Amendments, Etc. provided however
 Section 4.01(a)
 Section 8.02
 50




---



##### 



Section 10.01 provided however
 Section 2.12 Section 8.03
  provided further
 Notices; Effectiveness; Electronic Communication.
 Notices Generally
 Schedule 10.02
   51




---



##### 



Electronic Communications provided Article II provided
 provided
 The Platform Agent Parties provided however
 Change of Address, Etc
 52




---



##### 



Reliance by Administrative Agent and Lenders
 No Waiver; Cumulative Remedies.
 Expenses; Indemnity; Damage Waiver.
 Costs and Expenses
 Indemnification by the Borrower Indemnitee
 53




---



##### 



IN ALL CASES, WHETHER
OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE
NEGLIGENCE OF THE INDEMNITEE provided
 Reimbursement by Lenders provided Section
2.11(d)
 Waiver of Consequential Damages, Etc.
 Payments
 Survival
 Payments Set Aside.
 54




---



##### 



Successors and Assigns.
 Successors and Assigns Generally
 Assignments by Lenders provided
 Minimum Amounts
  provided however
 55




---



##### 



Proportionate Amounts
 Required Consents
    Assignment and Assumption provided however
 No Assignment to Borrower
 No Assignment to Natural Persons
 Sections 3.01 3.04 3.05 10.04
 56




---



##### 



Register Register
 Participations Participant provided
 provided Section 10.01 Sections
3.01 3.04 3.05 Section 10.08 provided Section 2.12
 Limitations upon Participant Rights Section 3.01 3.04 Section 3.01 Section 3.01(e)
 Certain Pledges provided
 Electronic Execution of Assignments
 57




---



##### 



Resignation as Swing Line Lender after Assignment provided however Section 2.03(c)
 Treatment of Certain Information; Confidentiality. Section 2.13(c)
 Information provided
  58




---



##### 



Right of Setoff. provided
 Interest Rate Limitation. Maximum Rate
 Counterparts; Integration; Effectiveness. Section 4.01
 Survival of Representations and Warranties.
 59




---



##### 



Severability.
 Replacement of Lenders. Section 3.04 Section 3.01 Section 10.06 provided
 Section 10.06(b)
 Section 3.05
 Section 3.04 Section 3.01
   Governing Law; Jurisdiction; Etc.
 GOVERNING LAW
 SUBMISSION TO JURISDICTION
 60




---



##### 



WAIVER OF VENUE
 SERVICE OF PROCESS SECTION 10.02
 Waiver of Jury Trial.
 No Advisory or Fiduciary Responsibility.
 61




---



##### 



USA PATRIOT Act Notice. Act
  62




---



##### 



IN WITNESS WHEREOF
 TRIAD GUARANTY INC., as the Borrower/s/ Kenneth W. JonesKenneth W. JonesSenior Vice President and Chief Financial Officer Signature Page to Triad Guaranty Credit Agreement




---



##### 



IN WITNESS WHEREOF
 BANK OF AMERICA, N.A., as
Administrative Agent/s/ Aamir SaleemAamir SaleemVice President Signature Page to Triad Guaranty Credit Agreement




---



##### 



IN WITNESS WHEREOF
 BANK OF AMERICA, N.A., as a Lender
and Swing Line Lender/s/ Shelly K. HarperShelly K. HarperSenior Vice President Signature Page to Triad Guaranty Credit Agreement




---



##### 



IN WITNESS WHEREOF
 LASALLE BANK, NATIONAL ASSOCIATION,
as a Lender/s/ Andrew HaakAndrew HaakSenior Vice President Signature Page to Triad Guaranty Credit Agreement




---



##### 



IN WITNESS WHEREOF
 BRANCH BANKING & TRUST COMPANY,
as a Lender/s/ Michael P. GwynMichael P. GwynSenior Vice President Signature Page to Triad Guaranty Credit Agreement




---



##### 



COMMITMENTS
AND APPLICABLE PERCENTAGES
 ApplicableLender
    
    Commitment
    
    PercentageBank of America, N.A.
    
    $
    30,000,000
    
    
    
    37.500000000
    %LaSalle Bank, National Association
    
    $
    25,000,000
    
    
    
    31.250000000
    %Branch Banking & Trust Company
    
    $
    25,000,000
    
    
    
    31.250000000
    %Total
    
    $
    80,000,000
    
    
    
    100.000000000
    %




---



##### 



SCHEDULE 5.06
 LITIGATION
     1




---



##### 



SCHEDULE 5.13
 SUBSIDIARIES
 % Equity Interest OwnedDirectly or Indirectly by theName of Subsidiary
    
    Jurisdiction of Organization
    
    BorrowerTriad Guaranty Insurance Corporation
    
    Illinois
    
    
    100
    %Triad Guaranty Assurance Corporation
    
    Illinois
    
    
    100
    %Triad Re Insurance Corporation
    
    Vermont
    
    
    100
    %Triad Guaranty Insurance
Corporation Canada
    
    Canada
    
    
    100
    %
 1




---



##### 



SCHEDULE 7.01
 EXISTING LIENS
 None
 1




---



##### 



SCHEDULE 7.03
 EXISTING INDEBTEDNESS
 1.
    
    Notes due January 15, 2028, having a carrying value of $34,510,000 at December 31, 2006.
 1




---



##### 



SCHEDULE 10.02
 ADMINISTRATIVE AGENTS OFFICE;
CERTAIN ADDRESSES FOR NOTICES
 TRIAD GUARANTY INC.
  
 ADMINISTRATIVE AGENT:
 Administrative Agents Office  (for payments and Requests for Credit Extensions):    nd
 Other Notices as Administrative Agent :   th
 1




---



##### 



SWING LINE LENDER:
 nd
 2




---



##### 



EXHIBIT A
 FORM OF COMMITTED LOAN NOTICE
 
   Agreement Borrower
  o o
 1.
    
    On  (a Business Day).2.
    
    In the amount of $.3.
    
    Comprised of
  4.
    
    For Eurodollar Rate Loans: with an Interest Period of  months.
 Section 2.01
 TRIAD GUARANTY INC.By:Name:Title:
  - 1 -




---



##### 



EXHIBIT B
 FORM OF SWING LINE LOAN NOTICE
 
 To:
    
    Bank of America, N.A., as Swing Line LenderBank of America, N.A., as Administrative Agent
  Agreement Borrower
  1.
    
    On  (a Business Day).2.
    
    In the amount of $.
 Section 2.03(a)
 TRIAD GUARANTY INC.By:Name:Title:
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EXHIBIT C
 FORM OF NOTE
 
 Borrower  Lender Agreement
 Section 2.03(f)
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TRIAD GUARANTY INC.By:Name:Title:
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LOANS AND PAYMENTS WITH RESPECT THERETO
 Amount of
    
    OutstandingEnd of
    
    Principal or
    
    PrincipalType of Loan
    
    Amount of
    
    Interest
    
    Interest Paid
    
    Balance This
    
    NotationDate
    
    Made
    
    Loan Made
    
    Period
    
    This Date
    
    Date
    
    Made By
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EXHIBIT D
 FORM OF COMPLIANCE CERTIFICATE
 
   Agreement Borrower
 
 [Use following paragraph 1 for fiscal year-end financial statements]
 Section 6.01(a)
 [Use following paragraph 1 for fiscal quarter-end financial statements]
 Section
6.01(b)
   [select one:]
  or
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Article V provided provided Section 5.05 Section 6.01
 Schedule 1
 IN WITNESS WHEREOF,
 TRIAD GUARANTY INC.By:Name:Title:
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Statement Date
 SCHEDULE 1
   I. Section 7.11(a)  Adjusted Consolidated Net Worth.
 II. Section 7.11 (b)  Risk to Capital Ratio.
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EXHIBIT E
 ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption Assignor Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor[s]:2.
    
    Assignee[s]:[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]3.
    
    Borrower(s):
 4.
    
    Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement5.
    
    Credit Agreement: [Credit Agreement, dated as of June 28, 2007 among Triad Guaranty
Inc., the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent and Swing Line Lender
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6.
    
    Assigned Interest[s]:
 AggregateAmount of
    
    
    
    PercentageFacility
    
    Commitment
    
    Amount of
    
    Assigned of
    
    CUSIPAssignor[s]
    
    Assignee[s]
    
    Assigned
    
    for all Lenders
    
    Commitment
    
    Commitment
    
    Number$
    
    $
    
    %$
    
    $
    
    %$
    
    $
    
    %
 [7.
    
    Trade Date: ]
 
  ASSIGNOR
[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: Consented to and Accepted:BANK OF AMERICA, N.A., asAdministrative AgentBy:Title:Consented to:By:Title:
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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
   Representations and Warranties
 Assignor
 Assignee Section
10.06(b)(iii) (v) (vi) Section 10.06(b)(iii)
 Payments
 General Provisions
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confirm that choice of law provision parallels
the Credit Agreement
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EXHIBIT F
 OPINION MATTERS
  
    
    Section 5.01(a), (b) and (c)
    
    Section 5.02
    
    Section 5.03
    
    Section 5.04
    
    Section 5.14(b)
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