Amend. No. 1, dated as of 7/28/ 2006, to the $400,000,000 Revolving Credit Agmt.



 EXHIBIT 10.42 
 AMENDMENT NO. 1 
 AMENDMENT AGREEMENT dated as of July 28, 2006 between AMBAC FINANCIAL GROUP, INC., a
Delaware corporation (“Ambac Financial”), AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance corporation (“Ambac Assurance” and, together with Ambac Financial, the “Borrowers”), certain banks,
financial institutions and other institutional lenders (the “Lenders”) and CITIBANK, N.A. (“Citibank”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

 WHEREAS, the Borrowers, the Lenders and Citibank are parties to a Credit Agreement dated as of July 28, 2005,(the “Credit
Agreement”, terms defined therein to have the same meanings when used herein), providing, subject to the terms and conditions thereof, for the making of advances by the Lenders to the Borrowers in an aggregate principal amount up to but not
exceeding $400,000,000 at any one time outstanding; and 
 WHEREAS, the parties wish to extend the Commitment Termination Date by one year as
hereinafter provided and to amend the Minimum Net Assets Covenant as herein provided; 
 NOW, THEREFORE, in consideration of the foregoing,
the parties hereby agree as follows, effective as of the date hereof: 
 Section 1. Amendments. The Credit Agreement is amended as
follows: 
 1.1. General. References in the Credit Agreement to “this Agreement” (and indirect references
such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby. 
 1.2. Commitment Termination Date. Section 1.01 of the Credit Agreement is amended by changing the definition of
“Commitment Termination Date” to read in its entirety as follows: 
 “Commitment Termination Date”
means the earlier of (a) July 28, 2011, and (b) the date of termination in whole of the Commitments pursuant to Section 2.04 or 6.01; provided, that if such day is not a Business Day, the Commitment Termination Date shall
be the immediately preceding Business Day. 
 1.3. Financial Covenants. Section 5.03(a) of the Credit Agreement is
amended by changing the amount of “$2,760,000,000” to read “$2,800,000,000” and by changing the words “ending after the date of this Agreement” in clause (i) to read “ending after 2005.” 
  

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 Section 2. Representations and Warranties. Each Borrower represents and warrants to the
Lenders as follows (it being understood that it shall be deemed to be an Event of Default under the Credit Agreement if any of the following representations and warranties shall prove to have been incorrect in any material respect when made):

 (a) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct in all material
respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and as if each reference in said Section 4.01
to “this Agreement” included reference to this Amendment No. 1 and the Credit Agreement as amended hereby; and 
 (b) no event has occurred and is continuing that constitutes a Default or an Event of Default. 
 Section 3.
Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. The Borrowers agree to reimburse
the Administrative Agent on demand for all its costs and expenses (including, without limitation, legal expenses) incurred in connection with the preparation, execution and delivery of this Amendment. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and
delivered as of the day and year first above written. 
  

			
	AMBAC FINANCIAL GROUP, INC.
		
	By	 	 /s/ David Trick

	Name:	 	David Trick
	Title:	 	First Vice President and Treasurer
	
	AMBAC ASSURANCE CORPORATION
		
	By	 	 /s/ David Trick

	Name:	 	David Trick
	Title:	 	First Vice President and Treasurer
	
	CITIBANK, N.A., as Administrative Agent
		
	By	 	 /s/ David A. Dodge

	Name:	 	David A. Dodge
	Title:	 	Managing Director


  

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	LENDERS
	
	CITIBANK, N.A.
		
	By	 	 /s/ David A. Dodge

	Name:	 	David A. Dodge
	Title:	 	Managing Director


  

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	THE BANK OF NEW YORK
		
	By	 	 /s/ Richard G. Shaw

	Name:	 	Richard G. Shaw
	Title:	 	Vice President


  

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	KEYBANK, NATIONAL ASSOCIATION
		
	By	 	 /s/ Mary K. Young

	Name:	 	Mary K. Young
	Title:	 	Senior Vice President


  

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	HSBC BANK USA, N.A.
		
	By	 	 /s/ Lawrence Karp

	Name:	 	Lawrence Karp
	Title:	 	Senior Vice President


  

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	MERRILL LYNCH BANK USA
		
	By	 	 /s/ Louis Alder

	Name:	 	Louis Alder
	Title:	 	Director


  

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	CAJA MADRID
		
	By	 	 /s/ Santiago Allue

	Name:	 	Santiago Allue
	Title:	 	Director
		 	Industrialized Markets
		
	By	 	 /s/ Miguel de las Barcenas

	Name:	 	Miguel de las Barcenas
	Title:	 	Head of Iberian Peninsula and Portugal


  

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	WESTLB AG, NEW YORK BRANCH
		
	By	 	 /s/ Lillian Tung Lum

	Name:	 	Lillian Tung Lum
	Title:	 	Executive Director
		
	By	 	 /s/ John H. Moorhead

	Name:	 	John H. Moorhead
	Title:	 	Director


  

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