0001047469-09-002914 Sample Contracts

AMENDED AND RESTATED PLEDGE AND INTERCREDITOR AGREEMENT
Pledge and Intercreditor Agreement • March 19th, 2009 • Financial Security Assurance Holdings LTD • Insurance carriers, nec • New York

THIS AMENDED AND RESTATED PLEDGE AND INTERCREDITOR AGREEMENT (as further amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of February 20, 2009, is entered into among Dexia Crédit Local (“DCL”), Dexia Bank Belgium S.A. (“DBB”), Financial Security Assurance Inc. (“FSA”), FSA Asset Management LLC (“FSAM”), FSA Capital Markets Services LLC (“FSA Capital Markets”) and FSA Capital Management Services LLC (“FSA Capital Management”).

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RELEASE AND TERMINATION AGREEMENT
Release and Termination Agreement • March 19th, 2009 • Financial Security Assurance Holdings LTD • Insurance carriers, nec • New York

This release and termination agreement (the “Agreement”) is dated as of February 20, 2009, and entered into between FSA Asset Management LLC (the “FSAM”), FSA Capital Management Services LLC (“FSA Capital Management”), FSA Capital Markets Services LLC (“FSA Capital Markets”) and Financial Security Assurance Inc. (the “Guarantor”). Each of FSAM, FSA Capital Management, FSA Capital Markets and the Guarantor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

TEXT OMITTED AND SUBMITTED SEPARATELY PURSUANT TO CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. SECTION 200.80(B)(4)
Second Revolving Credit Agreement • March 19th, 2009 • Financial Security Assurance Holdings LTD • Insurance carriers, nec • New York

SECOND REVOLVING CREDIT AGREEMENT dated as of February 20, 2009 between FSA Asset Management LLC, a Delaware limited liability company (with its successors, the “Company”); and Dexia Crédit Local, a French share Company licensed as a bank under French law, acting through its head office located at 1, Passerelle des Reflets, Tour Dexia La Défense 2, 92913 La Défense Cedex, France (with its successors, the “Bank”).

GUARANTEE RELEASE AGREEMENT Dexia Crédit Local Dexia Bank Belgium SA
Guarantee Release Agreement • March 19th, 2009 • Financial Security Assurance Holdings LTD • Insurance carriers, nec

This guarantee release agreement (the “Agreement”) is dated as of February 20, 2009, and entered into by and among Dexia Crédit Local (“DCL”), Dexia Bank Belgium SA (“DBB”, together with DCL, the “Banks”), FSA Asset Management LLC (the “Company”), and Financial Security Assurance Inc. (the “Guarantor”). Each of the Banks, the Company and the Guarantor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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