AMENDMENT NO. 5 TO THE CREDIT AGREEMENT

Exhibit 99.2

AMENDMENT NO. 5 TO THE CREDIT AGREEMENT

AMENDMENT NO. 5 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of April 25, 2003, among Financial Security Assurance Inc. (“FSA”), the additional borrowers party hereto (together with FSA, the “Borrowers”), various banks (the “Banks”), ABN AMRO Bank N.V. (“ABN”), The Bank of Nova Scotia (“Scotia”), Norddeutsche Landesbank Girozentrale, New York and/or Cayman Islands Branch (“NordLB”), KeyBank National Association (“KeyBank” and, together with ABN, Scotia and NordLB, the “New Banks”) and Deutsche Bank AG, New York Branch, as agent (the “Agent”).  All capitalized terms defined in the hereinafter defined Credit Agreement shall have the same meaning when used herein unless otherwise defined herein.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Banks and the Agent en­tered into a Credit Agreement, dated as of August 31, 1998 (as amended to date, the “Credit Agreement”); and

WHEREAS, each of the New Banks desires to become a Bank, and KeyBank desires to become the syndication agent, under the Credit Agreement; and

WHEREAS, the Borrowers, the Banks and the Agent desire that The Bank of New York become the successor Agent with respect to the Credit Agreement; and

WHEREAS, The Bank of New York desires to become the successor Agent with respect to the Credit Agreement; and

WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

1.   New Banks; Syndication Agent.  Upon execution and delivery of this Amend­ment by the parties hereto, each of the New Banks shall become a Bank, and KeyBank shall become the syndication agent, for all purposes of the Credit Agreement.

2.   Exiting Banks.  As of the open of business on April 25, 2003, neither Bayerische Landesbank Girozentrale, New York Branch, nor Deutsche Bank AG, New York and Cayman Islands Branches (each an “Exiting Bank”), shall have any further obligations under, or be a Bank for purposes of, the Credit Agreement.  Each Exiting Bank shall, however, be entitled to receive its Commitment Commission to, but excluding, April 25, 2003, and any other amounts, if any, owing to it under the Credit Agreement, including, without limitation, any indemnities it may be entitled to pursuant to Section 12.01 of the Credit Agreement at any time in the future.

3.   Successor Agent.  Effective upon the execution and delivery of this Amendment, Deutsche Bank AG, New York Branch, shall cease to be, and The Bank of New

York shall become, the Agent under the Credit Facility, all references in the Credit Facility or any Exhibit or Schedule thereto to “Deutsche Bank AG, New York Branch” shall be deemed references to “The Bank of New York” and all references in any Exhibit to the address “00 Xxxx 00^xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000” shall be deemed references to the address “0 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”.

4.   Amendments to the Credit Agreement.  (a) Section 1.01 of the Credit Agreement is hereby amended by deleting the defined term “Notice Office” and replacing it with the following:

“Notice Office” shall mean the office of the Agent located at 0 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xx. Xxxxx Xxxxxxx and Mr. Xxxxx Xxxxx, or such other office as the Agent may hereafter designate in writing as such to the other parties hereto.

(b)   Section 1.01 of the Credit Agreement is hereby amended by deleting the defined term “Payment Office” and replacing it with the following:

“Payment Office” shall mean the office of the Agent located at 0 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other office as the Agent may hereafter designate in writing as such to the other parties hereto.

(c)   The defined term “Prime Lending Rate” in Section 1.01 of the Credit Agreement is hereby amended by deleting the words “Deutsche Bank AG, New York Branch” each time they appear, and in each instance replacing them with the words “The Bank of New York”.

(d)   Section 1.01 of the Credit Agreement is hereby amended by deleting the defined term “Reference Banks” and replacing it with the following:

“Reference Banks” shall mean The Bank of New York, KeyBank National Association and WestLB AG.

(e)   The first sentence of Section 2.01(a) of the Credit Agreement is hereby amended by adding the words “, but excluding,” immediately prior to the words “the Revolving Loan Expiry Date”.

(f)   The first sentence of Section 3.01(a) of the Credit Agreement is hereby amended in its entirety to read as follows:

FSA agrees to pay to the Agent for distribution to each Bank a commitment commission (the “Commitment Commission”) for the period from (and including) the Effective Date to (but excluding) the Expiry Date (or such earlier date as the Total Commitment shall have been terminated), computed at a rate equal to 0.125% per annum on the daily average Unutilized Commitment of such Bank.

(g)   The first sentence of Section 3.04(a) of the Credit Agreement is hereby amended in its entirety to read as follows:

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The expiration of the Commitments of the Banks to make Revolving Loans shall be April 23, 2004 (the “Revolving Loan Expiry Date”); provided, however, that before (but not earlier than 60 days nor later than 30 days before) the Revolving Loan Expiry Date then in effect, FSA may make a written request (an “Extension Request”) to the Agent at its Notice Office and to each of the Banks that the Revolving Loan Expiry Date be extended by 364 days.

(h)   Section 10.03 of the Credit Agreement is hereby amended by deleting the word “on” the penultimate time it appears therein and replacing it with the word “or”.

(i)   Section 11.01 of the Credit Agreement is hereby amended by deleting the first sentence thereof in its entirety, and replacing it with the following:

The Banks hereby designate The Bank of New York as Agent to act as specified herein and in the other Credit Documents.

(j)   Section 12.03 of the Credit Agreement is hereby amended by inserting the words “(with telephonic confirmation in the case of any notice to the Agent)” immediately following the word “telecopied” the first time it appears therein.

(k)   Section 12.04(c) of the Credit Agreement is hereby amended by inserting the words “and payment of a $3,500 assignment fee to the Agent by the relevant assignor or assignee,” immediately following the words “subject to the restrictions of, Section 12.04(b),”.

(l)   Section 12.12 of the Credit Agreement is hereby amended by adding “FSA,” immediately following the words “in writing signed by”.

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

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

(o)   Exhibit A of the Credit Agreement is hereby amended by deleting the addressee block in its entirety and replacing it with the following:

The Bank of New York, as Agent

0 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention:  Xx. Xxxxx Xxxxxxx and Mr. Xxxxx Xxxxx

5.   Representations and Warranties.  In order to induce the Banks, the New Banks, the Agent and the successor Agent to enter into this Amendment, each Borrower hereby represents and warrants that:

(a)   no Default or Event of Default exists or will exist as of the date hereof and after giving effect to this Amendment; and

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(b)   as of the date hereof, and after giving effect to this Amendment, all representations, warranties and agreements of such Borrower contained in the Credit Agreement will be true and correct in all material respects.

6.   GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVI­SIONS THEREOF.

7.   Agreement Not Otherwise Amended.  This Amend­ment is limited precisely as written and shall not be deemed to be an amendment, consent, waiver or modification of any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein, or prejudice any right or rights which the Banks, the New Banks, the Agent, the successor Agent or any of them may now have or may have in the future under or in connection with the Credit Agreement or any of the instruments or agree­ments referred to therein.  Except as expressly modified hereby, the terms and provisions of the Credit Agreement shall continue in full force and effect.  Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers ex­ecuted and delivered in connection therewith, it shall be deemed to be a reference to the Credit Agreement as modified hereby.

8.   Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

	FINANCIAL SECURITY ASSURANCE INC.
	By		/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Chief Financial Officer
	FSA INSURANCE COMPANY
	By		/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Chief Financial Officer

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	FINANCIAL SECURITY ASSURANCE (U.K.) LIMITED
	By		/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Manager
	THE BANK OF NEW YORK, individually and as successor Agent
	By		/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Vice President
	DEUTSCHE BANK AG, NEW YORK BRANCH, as withdrawing Agent
	By		/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director
	By		/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Director
	ABN AMRO BANK N.V.
	By		/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Group Vice President
	By		/s/ Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Assistant Vice President

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	KBC BANK N.V.
	By		/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	First Vice President
	By		/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Assistant Vice President
	KEYBANK NATIONAL ASSOCIATION
	By		/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Vice President
	NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK AND/OR CAYMAN ISLANDS BRANCH
	By		/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President
	By		/s/ Jan de Jonge
		Name:	Jan de Jonge
		Title:	Vice President
	THE BANK OF NOVA SCOTIA
	By		/s/ X. X. Xxxxxxxx
		Name:	X. X.  Xxxxxxxx
		Title:	Managing Director

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	WESTLB AG, NEW YORK BRANCH
	By		/s/ Xxxxxxx Xxxx Xxx
		Name:	Xxxxxxx Xxxx Xxx
		Title:	Executive Director
	By		/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Director

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EXHIBIT A

SCHEDULE II

SCHEDULE OF COMMITMENTS

Bank		Commitment
The Bank of New York		$	25,000,000
KBC Bank N.V.		25,000,000
KeyBank National Association		25,000,000
WestLB AG, New York Branch		25,000,000
The Bank of Nova Scotia		20,000,000
ABN AMRO Bank N.V.		15,000,000
Norddeutsche Landesbank Girozentrale, New York and/or Cayman Islands Branch		15,000,000
Total		$	150,000,000

EXHIBIT B

SCHEDULE III

LENDING OFFICES

Bank		Bank Rate Office		Eurodollar Lending Office
The Bank of New York		0 Xxxx Xxxxxx Xxx Xxxx, XX  00000		0 Xxxx Xxxxxx Xxx Xxxx, XX  00000
KBC Bank N.V.		000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX  00000		000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX  00000
KeyBank National Association		000 Xxxxxx Xxxxxx Xxxxxxxxx, XX  00000		000 Xxxxxx Xxxxxx Xxxxxxxxx, XX  00000
WestLB AG, New York Branch		0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX  00000		0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX  00000
The Bank of Nova Scotia		Xxx Xxxxxxx Xxxxx Xxx Xxxx, XX  00000		Xxx Xxxxxxx Xxxxx Xxx Xxxx, XX  00000
ABN AMRO Bank N.V.		000 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX  00000		000 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000  Xxxxxxx, XX  00000
Norddeutsche Landesbank Girozentrale, New York and/or Cayman Islands Branch		NORD/LB New York Branch 1114 Avenue of the Xxxxxxxx 00xx Xxxxx Xxx Xxxx, XX  00000		XXXX/XX Xxxxxx Xxxxxxx Xxxxxx 0000 Xxxxxx of the Xxxxxxxx 00xx Xxxxx Xxx Xxxx, XX  00000